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, 1998
OR
( ) 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 51-0014090
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) 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
1,128,502,436 shares (excludes 18,330,365 shares held by DuPont's
Flexitrust) of common stock, $0.30 par value, were outstanding at
April 30, 1998.
1
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Form 10-Q
E. I. DU PONT DE NEMOURS AND COMPANY
Table of Contents
Page(s)
-------
Part I
Item 1. Financial Statements
Consolidated Income Statement ............................... 3
Consolidated Statement of Cash Flows ........................ 4
Consolidated Balance Sheet .................................. 5
Notes to Financial Statements ............................... 6-7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Financial Results ........................................... 8
Industry Segment Performance ................................ 8-10
Consolidated Industry Segment Information ................... 11
Financial Condition ......................................... 12-13
Other Items ................................................. 13-14
Part II
Item 1. Legal Proceedings .................................... 14-16
Item 4. Submission of Matters to a Vote of Security Holders .. 16-17
Item 6. Exhibits and Reports on Form 8-K ..................... 17-18
Signature ....................................................... 19
Exhibit Index ................................................... 20
Exhibit 3.2 Company's Bylaws, as last revised March 4, 1998 ..... 21
Exhibit 10.1 Company's Stock Performance Plan, as last
amended effective January 28, 1998 ............................ 22
Exhibit 10.2 The DuPont Stock Accumulation and Deferred
Compensation Plan, as last amended March 1, 1998 .............. 23
Exhibit 10.3 The DuPont Stock Accumulation and Deferred
Compensation Plan, as last amended April 29, 1998 ............. 24
Exhibit 12 - Computation of Ratio of Earnings to Fixed Charges .. 25
2
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<TABLE>
Form 10-Q
E. I. DU PONT DE NEMOURS AND COMPANY AND CONSOLIDATED SUBSIDIARIES
<CAPTION>
Three Months Ended
CONSOLIDATED INCOME STATEMENT<Fa> March 31
- ------------------------------------------------------------------------
(Dollars in millions, except per share) 1998 1997
- -----------------------------------------------------------------------
<S> <C> <C>
SALES ........................................... $10,965 $11,211
Other Income .................................... 413 339
------- -------
Total ....................................... 11,378 11,550
------- -------
Cost of Goods Sold and Other Expenses ........... 8,264 8,275
Selling, General and Administrative Expenses .... 650 632
Depreciation, Depletion and Amortization ........ 658<Fb> 604
Exploration Expenses, Including Dry Hole Costs
and Impairment of Unproved Properties ......... 67 91
Interest and Debt Expense ....................... 190 149
Purchased In-Process Research and Development<Fc> 60 -
------- -------
Total ....................................... 9,889 9,751
------- -------
EARNINGS BEFORE INCOME TAXES .................... 1,489 1,799
Provision for Income Taxes ...................... 583 779
------- -------
NET INCOME ...................................... $ 906 $ 1,020
======= =======
EARNINGS PER SHARE OF COMMON STOCK<Fd>:
Basic ......................................... $ .80 $ .90
Diluted ....................................... $ .79 $ .89
======= =======
DIVIDENDS PER SHARE OF COMMON STOCK ............. $ .315 $ .285
======= =======
See Notes to Financial Statements.
</TABLE>
3
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<TABLE>
Form 10-Q
<CAPTION>
Three Months Ended
CONSOLIDATED STATEMENT OF CASH FLOWS<Fa> March 31
- ---------------------------------------------------------------------------------------------
(Dollars in millions) 1998 1997
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
CASH PROVIDED BY OPERATIONS
Net Income ...................................................... $ 906 $ 1,020
Adjustments to Reconcile Net Income to Cash
Provided by Operations:
Depreciation, Depletion and Amortization .................... 658 604
Dry Hole Costs and Impairment of Unproved Properties ........ 22 40
Purchased In-Process R&D .................................... 60 -
Other Noncash Charges and Credits - Net ..................... (124) 41
Change in Operating Assets and Liabilities - Net ............ (1,389) (1,118)
------- -------
Cash Provided by Operations ............................... 133 587
------- -------
INVESTMENT ACTIVITIES
Purchases of Property, Plant and Equipment ...................... (840) (699)
Investment in Affiliates ........................................ (57) (138)
Payments for Businesses Acquired ................................ (694) -
Proceeds from Sales of Assets ................................... 514 48
Net Decrease (Increase) in Short-Term Financial Instruments ..... (94) (329)
Miscellaneous - Net ............................................. (38) (21)
------- -------
Cash Used for Investment Activities ....................... (1,209) (1,139)
------- -------
FINANCING ACTIVITIES
Dividends Paid to Stockholders .................................. (358) (325)
Net Increase in Borrowings ...................................... 2,731 1,423
Acquisition of Treasury Stock ................................... (309) (107)
Proceeds from Exercise of Stock Options ......................... 36 64
------- -------
Cash Provided by Financing Activities ..................... 2,100 1,055
------- -------
Effect of Exchange Rate Changes on Cash ........................... (4) (91)
------- -------
INCREASE IN CASH AND CASH EQUIVALENTS ............................. $ 1,020 $ 412
======= =======
See Notes to Financial Statements.
</TABLE>
4
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<TABLE>
Form 10-Q
CONSOLIDATED BALANCE SHEET<Fa> March 31 December 31
- -------------------------------------------------------------------------------------------------------------------
(Dollars in millions, except per share) 1998 1997
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents ........................................................ $ 2,024 $ 1,004
Marketable Securities ............................................................ 236 142
Accounts and Notes Receivable .................................................... 5,963 5,740
Inventories<Fe> .................................................................. 4,533 4,070
Prepaid Expenses ................................................................. 520 397
Deferred Income Taxes ............................................................ 520 521
------- -------
Total Current Assets ........................................................... 13,796 11,874
PROPERTY, PLANT AND EQUIPMENT, less accumulated depreciation, depletion and
amortization (March 31, 1998 - $30,439; December 31, 1997 - $30,701) ............. 24,075 23,583
INVESTMENT IN AFFILIATES ........................................................... 3,622 3,477
OTHER ASSETS ....................................................................... 4,134 4,008
------- -------
TOTAL .......................................................................... $45,627 $42,942
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable ................................................................. $ 2,808 $ 3,007
Short-Term Borrowings and Capital Lease Obligations .............................. 8,391 6,154
Income Taxes ..................................................................... 707 593
Other Accrued Liabilities ........................................................ 3,917 4,316
------- -------
Total Current Liabilities ...................................................... 15,823 14,070
LONG-TERM BORROWINGS AND CAPITAL LEASE OBLIGATIONS ................................. 6,434 5,929
OTHER LIABILITIES .................................................................. 8,905 8,919
DEFERRED INCOME TAXES .............................................................. 2,145 2,084
------- -------
Total Liabilities .............................................................. 33,307 31,002
------- -------
MINORITY INTERESTS IN CONSOLIDATED SUBSIDIARIES .................................... 691 670
------- -------
STOCKHOLDERS' EQUITY<Ff>
Preferred Stock .................................................................. 237 237
Common Stock, $.30 par value; 1,800,000,000 shares authorized; shares issued
at March 31, 1998 - 1,146,832,801; December 31, 1997 - 1,152,762,128 ........... 344 346
Additional Paid-In Capital ....................................................... 8,068 7,991
Reinvested Earnings .............................................................. 4,671 4,389
Accumulated Other Comprehensive Income ........................................... (317) (297)
Common Stock Held in Trust for Unearned Employee Compensation and Benefits
(Flexitrust), at Market (Shares: March 31, 1998 - 20,198,694;
December 31, 1997 - 23,245,747) ................................................ (1,374) (1,396)
------- -------
Total Stockholders' Equity ..................................................... 11,629 11,270
------- -------
TOTAL .......................................................................... $45,627 $42,942
======= =======
See Notes to Financial Statements.
</TABLE>
5
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Form 10-Q
NOTES TO FINANCIAL STATEMENTS
(Dollars in millions, except per share)
[FN]
<Fa> These statements are unaudited, but reflect all adjustments that, in
the opinion of management, are necessary to provide a fair presentation
of the financial position, results of operations and cash flows for the
dates and periods covered. All such adjustments are of a normal
recurring nature.
<Fb> Includes a charge of $59 for asset write-downs related to the shutdown
of certain nylon manufacturing facilities.
<Fc> Represents a charge for revision, based on independent appraisals, of
the purchase price allocation in connection with the purchase of
Protein Technologies International, related to the value assigned
to research and development in progress at the time of purchase for
which technological feasibility has not yet been established and no
alternative future use is anticipated. The charge was not tax
effected because this transaction was a stock acquisition rather
than an asset purchase.
<Fd> Basic earnings per share is computed by dividing income available to
common stockholders (the numerator) by the weighted-average number of
common shares (the denominator) for the period. The computation of
diluted earnings per share is similar to basic earnings per share,
except that the denominator is increased to include the number of
additional common shares that would have been outstanding if the
potentially dilutive common shares had been issued.
The numerator in calculating both basic and diluted earnings per share
for each period is reported net income less preferred dividends of
$2.5. The denominator is based on the following weighted-average
number of common shares:
Three Months Ended
---------------------------------
March 31, 1998 March 31, 1997
-------------- --------------
Basic 1,128,415,102 1,129,554,952
Diluted 1,145,674,145 1,148,190,360
The difference between basic and diluted weighted-average common shares
results from the assumption that dilutive stock options outstanding
were exercised.
6
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Form 10-Q
NOTES TO FINANCIAL STATEMENTS
(Dollars in millions, except per share)
(Continued)
[FN]
The following stock options are not included in the diluted earnings per
share calculation since the exercise price is greater than the average
market price:
March 31
-----------------------
1998 1997
--------- ---------
Stock Options 4,998,517 4,848,300
Compensation expense recognized in income for stock-based employee
compensation awards was $48 and $17 for the three months ended March 31,
1998 and 1997, respectively.
Shares held by the Flexitrust are not considered outstanding in comput-
ing the foregoing weighted-average number of common shares.
<Fe> Inventories March 31 December 31
----------- 1998 1997
-------- -----------
Chemicals ........................... $ 324 $ 289
Fibers .............................. 834 744
Polymers ............................ 764 707
Petroleum ........................... 1,456 1,278
Life Sciences ....................... 774 676
Diversified Businesses .............. 381 376
------ ------
Total ............................. $4,533 $4,070
====== ======
<Ff> The following sets forth the company's comprehensive income for the
periods shown:
Three Months Ended
March 31
------------------
1998 1997
----- -------
Net Income ................................... $906 $1,020
Other Comprehensive Income, Net of Tax ....... (20) (107)
---- ------
Comprehensive Income ......................... $886 $ 913
==== ======
7
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Form 10-Q
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(a) Results of Operations
(1) Financial Results:
First quarter diluted earnings per share before nonrecur-
ring charges were $.92 compared to $.89 per share in the first
quarter last year, marking the sixteenth consecutive quarter of
record earnings for comparable periods. Including nonrecurring
charges, net income for the first three months of 1998 was
$906 million, or $.79 diluted earnings per share, compared to
$1,020 million, or $.89 diluted earnings per share, in the same
period last year.
Nonrecurring charges totaling $145 million after-tax or
$.13 per share were recorded in the first quarter, $60 million to
revise a prior estimate for the 1997 write-off of acquired
in-process research and development related to the acquisition of
Protein Technologies International, and $85 million related to the
previously announced modernization program for global nylon
operations.
Net income for the quarter before nonrecurring items
totaled $1,051 million, up 3 percent from the $1,020 million in
1997. Sales were $11.0 billion, down 2 percent, principally due
to lower sales by Conoco.
(2) Industry Segment Performance:
The following text compares first quarter 1998 results
with first quarter 1997, for each industry segment, excluding the
earnings impact of nonrecurring items described in the footnotes
to the "Consolidated Industry Segment Information" table.
Chemicals and Specialties segments' after-tax income before
nonrecurring charges was $867 million, up 11 percent. Sales for
the quarter, including acquisitions, were up 8 percent on a con-
tinuing business basis, reflecting 9 percent higher volume, partly
offset by 1 percent lower selling prices. Regionally, volume was
up 7 percent in the United States, up 18 percent in Europe and up
4 percent in Asia. Excluding negative currency effects, average
worldwide selling prices would have been up 3 percent, with prices
in the United States up 1 percent and prices outside the United
States up 5 percent.
In the Petroleum segment, Conoco, DuPont's energy subsid-
iary, had earnings of $287 million, down 13 percent, reflecting
significantly lower crude oil and natural gas prices partly offset
by improved international downstream results, lower exploration
8
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Form 10-Q
costs, higher natural gas volumes, upstream asset sales, and
increased oil production in countries with lower taxes. Down-
stream operations earned $70 million, up 13 percent due to higher
European refined product margins. Upstream operations earned
$217 million, down 19 percent. Crude oil prices averaged $13.64
per barrel for the quarter, $6.88 per barrel or 34 percent less
than last year. Worldwide natural gas prices averaged 18 percent
lower than last year, partly offset by 5 percent higher volumes.
o Chemicals segment earnings were $177 million compared to
$143 million earned last year, up 24 percent, principally due
to higher earnings from white pigments. Both periods include
comparable gains from asset sales. Segment sales of
$1.0 billion were 2 percent higher, reflecting 6 percent higher
selling prices and 4 percent lower volume.
o Fibers segment earnings of $229 million were essentially flat
compared with the $233 million earned in 1997. Earnings from
specialty fibers ("Lycra" spandex, advanced fibers, and non-
wovens) increased 9 percent, but were offset by lower earnings
from "Dacron" polyester as a result of intense competitive
pressure from Asian imports. Sales of $1.9 billion were down
1 percent as selling prices averaged 2 percent lower and sales
volumes were 1 percent higher.
o Earnings for the Polymers segment were $230 million, up
11 percent from $208 million in 1997, principally reflecting
improved results from engineering polymers and fluoropolymers.
Segment sales of $1.7 billion were 6 percent above 1997,
reflecting 6 percent higher volume and flat selling prices.
o Petroleum segment earnings were $287 million, down $44 million
or 13 percent from a record first quarter 1997. U.S. upstream
earnings totaled $78 million, down 49 percent principally due
to lower crude oil and natural gas prices, partly offset by
higher natural gas volumes from increasing production in the
South Texas fields acquired in 1997. Outside the United
States, upstream earnings were $139 million, up 19 percent due
to North Sea asset sales and lower taxes that more than offset
the effect of lower crude oil prices. U.S. downstream earn-
ings of $18 million were 25 percent lower, principally due the
loss of production from scheduled maintenance turnarounds.
Downstream earnings outside the United States of $52 million
were up 37 percent reflecting better refining and marketing
margins.
o Life Sciences segment earnings were $150 million, up 6 percent
from $141 million in 1997. Pharmaceuticals earnings were up
40 percent, largely due to improved results for "Cozaar" and
higher DuPont Merck venture sales of "Coumadin." Agricultural
9
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Form 10-Q
products earnings were modestly lower, principally due to the
stronger U.S. dollar. Segment sales including acquisitions
were $701 million, up 12 percent, reflecting 15 percent higher
volume partly offset by 3 percent lower prices.
o Diversified Businesses earnings were $81 million, up
45 percent from $56 million in 1997. This reflects higher
earnings from photopolymers and electronic materials and coal,
and lower operating losses from the printing and publishing
businesses divested in early March of this year. Segment
sales were $845 million, up 25 percent, including sales from
acquisitions. Average selling prices were 7 percent lower.
10
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<TABLE>
Form 10-Q
E. I. DU PONT DE NEMOURS AND COMPANY AND CONSOLIDATED SUBSIDIARIES
<CAPTION>
Three Months Ended
CONSOLIDATED INDUSTRY SEGMENT INFORMATION March 31
- ------------------------------------------------------------------------
(Dollars in millions) 1998 1997
- -----------------------------------------------------------------------
<S> <C> <C>
SALES
- -----
Chemicals ..................................... $ 1,023 $ 1,006
Fibers ........................................ 1,896 1,913
Polymers ...................................... 1,729 1,630
Petroleum ..................................... 4,771 5,360
Life Sciences ................................. 701 625
Diversified Businesses ........................ 845 677
------- -------
Total ..................................... $10,965 $11,211
======= =======
AFTER-TAX OPERATING INCOME
- --------------------------
Chemicals ..................................... $ 177 $ 143
Fibers ........................................ 144<Fa> 233
Polymers ...................................... 230 208
Petroleum ..................................... 287 331
Life Sciences ................................. 90<Fb> 141
Diversified Businesses ........................ 81 56
------- -------
Total ..................................... 1,009 1,112
Interest and Other Corporate
Expenses Net of Tax ......................... (103) (92)
------- -------
NET INCOME .................................... $ 906 $ 1,020
- ---------- ======= =======
<FN>
<Fa> Includes a charge of $85 related to rationalization of global
Nylon operations, principally shutdown of certain manufacturing
facilities and employee separation costs.
<Fb> Includes a charge of $60 for revision, based on independent
appraisals, of the purchase price allocation in connection with
the purchase of Protein Technologies International, related to the
value assigned to research and development in progress at the time
of purchase for which technological feasibility has not yet been
established and no alternative future use is anticipated.
</TABLE>
11
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Form 10-Q
(b) Financial Condition at March 31, 1998
DuPont recorded a net cash inflow from operations of $133 million
for the first quarter of 1998, as compared with $587 million for the same
period in 1997. The decrease in cash provided by operations for the period
primarily reflects a larger change in net operating assets and liabilities,
a $1.4 billion increase in the first quarter 1998 compared to a $1.1 billion
increase in first quarter 1997. The change is due to moderately higher
inventories and generally lower levels of current liabilities, excluding
short-term borrowings, for the current period. Significant first quarter
increases in net operating assets and liabilities are a typical pattern
driven by seasonal working capital builds in a number of business units,
particularly Agricultural Products. These increases are primarily due to
higher trade receivables, higher inventories, and the timing of certain
liability payments, including the first quarter payout of annual variable
compensation. Increases in working capital during the first quarter are
usually reversed by year-end.
Year-to-date capital expenditures for plant, property and
equipment, investments in equity affiliates, and payments for businesses
acquired, were $1.6 billion, up $754 million from the same period last year.
First quarter 1998 capital expenditures included $653 million for acquisi-
tion of ICI's polyester films business. This acquisition was part of the
total $3.0 billion planned acquisitions from ICI announced in July 1997.
The final acquisitions are expected in third and fourth quarter 1998 with
anticipated capital expenditures of $700 million for ICI's titanium dioxide
business and $200 million for ICI's Pakistan polyester resins business.
Asset sale proceeds in the first quarter of 1998 totaled $514 million.
Included was the sale of certain hydrogen peroxide properties for
$150 million and proceeds related to the sale of the Printing and Publishing
business totaling $86 million. The remaining proceeds consisted primarily
of sales of various petroleum properties, including the collection of a
$156 million note for certain properties sold in December 1997.
During the quarter, the company spent $374 million to repurchase
and retire 6 million shares of DuPont common stock in a private placement
transaction. This purchase is part of the program initiated in 1997 to
purchase and retire up to 20 million shares of DuPont common stock to offset
dilution from shares issued under compensation programs. Not related to the
buyback program previously mentioned, the company received $65 million as a
final settlement payment associated with 16 million shares repurchased in a
private placement transaction in December 1997. Total debt, including
capital lease obligations, at March 31, 1998, was $14.8 billion versus
$12.1 billion at year-end 1997. The $2.7 billion increase in total debt
reflects primarily the issuance of commercial paper. These funds were used
to finance the increase in working capital, the ICI acquisition, and the
$1.0 billion increase in cash and cash equivalents.
12
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Form 10-Q
Certain Statistics
------------------
At 3/31/98 At 12/31/97
---------- -----------
Cash Flow to Debt (previous
12 months cash provided by
operations to total debt) 44% 58%
Current Ratio (current assets to
current liabilities) 0.9 0.8
Earnings to Fixed Charges 5.9 6.4
The Cash Flow to Debt ratio was down in first quarter 1998 versus
year-end primarily due to the $2.7 billion increase in total debt in the
quarter. Days' sales outstanding averaged 37 days in the first quarter, up
three days from the prior quarter, and up four days from the first quarter
of 1997.
On April 29, the company increased the common stock dividend by
11 percent from $.315 to $.35 effective in the second quarter 1998.
(c) Other Items
Recent Accounting Standards
---------------------------
In June 1997, the Financial Accounting Standards Board issued
Statement No. 130, "Reporting Comprehensive Income," and Statement No. 131,
"Disclosures about Segments of an Enterprise and Related Information." In
the first quarter of 1998, the company adopted Statement No. 130 and
displays in the first quarter 1998 financial statements at Note (f) compre-
hensive income and its components. Statement No. 130 has no financial
impact on the company. The company is required to adopt Statement No. 131
for the 1998 annual report and disclose segment information on the same
basis used internally for evaluating segment performance and deciding how to
allocate resources to segments. The company is currently assessing the
effect of the new disclosure; however, adoption of Statement No. 131 will
have no financial impact on the company.
In the first quarter of 1998, the company adopted Statement of
Position (SOP) 98-1 issued in March 1998 by the American Institute of
Certified Public Accountants, which requires capitalization of the costs
of computer software for internal use. Adoption of SOP 98-1 has no material
financial impact on the company.
Redefining the Chemicals and Specialties Businesses
---------------------------------------------------
On April 7, 1998, DuPont announced an organizational alignment to
allow the company's chemicals and specialties businesses to aggressively
implement differentiated strategies for long-term profitable growth. The
company placed its chemicals and specialties businesses into three group-
ings, each with a distinct mission and financial goals.
13
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Form 10-Q
o LIFE SCIENCES businesses, which include agricultural products,
pharmaceuticals and biotechnology, will be the centerpiece of
DuPont in the future. This group is the company's long-term growth
engine and is to receive the bulk of the company's investment
funding.
o DIFFERENTIATED businesses, which include such segments as "Lycra"
brand spandex and "Tyvek" spunbonded olefin, are DuPont's growth
businesses with market leadership. The company will do whatever is
necessary to ensure continued growth and earnings contribution of
this group.
o FOUNDATION businesses, such as nylon, polyester and engineering
polymers, are very strong businesses that have evolved from
DuPont's core technological strengths. The value of these busi-
nesses to DuPont is their ability to provide the cash flow and
growth necessary to fund overall corporate objectives. The goals
for these businesses include an intense focus on capital and cost
productivity.
In the area of staff functions, DuPont is forming a global services
business to offer high quality, demand driven and variable services at low
unit cost to DuPont businesses.
Reorganization
--------------
On April 23, 1998, the company announced the reorganization of
its nylon business aimed at solidifying its position as the global market
leader, with the most efficient, lowest cost, highest quality nylon produc-
tion worldwide. As a result of the reorganization, nylon will eliminate
approximately 500 jobs worldwide. These are in addition to the position
eliminations announced in 1996 as part of the nylon renewal effort. About
65% of the positions eliminated will be in North America, 25% in Europe,
with the remainder split between Asia and South America. The company
expects to take a second quarter charge to earnings for employee separation
costs. An estimate is not currently available.
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
In 1991, DuPont began receiving claims by growers that use of
"Benlate" 50 DF fungicide had caused crop damage. Based on the belief that
"Benlate" 50 DF would be found to be a contributor to the claimed damage,
DuPont began paying crop damage claims. In 1992, however, after 18 months
of extensive research, DuPont scientists concluded that "Benlate" 50 DF was
not responsible for plant damage reports received since March 1991, and
concurrent with these research findings, DuPont stopped paying claims. To
date, DuPont has been served with more than 700 lawsuits, most by growers
who allege plant damage from using "Benlate" 50 DF fungicide. Approximately
60 crop damage lawsuits are still pending against the company. In addition
14
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Form 10-Q
there are approximately 65 "Benlate" 50 DF cases pending which allege
personal injury, securities violations, discovery abuse and fraud, and
damage to shrimp farming operations. The latter includes twenty-eight cases
which were recently filed in Florida. The plaintiffs in these cases allege
that the runoff from Ecuadoran banana plantations contained "Benlate" 50 DF
as well as other chemicals and that the runoff hurt production at commercial
shrimp farms. The plaintiffs separately sued DuPont and the manufacturers
of the other chemicals. Among the remaining personal injury cases is the
pending appeal of a June 1996 verdict of $3,980,000 against DuPont. Also
pending are four personal injury cases in West Virginia and three in
Delaware, representing the claims of twelve families. The same plaintiffs'
attorney who filed these Delaware and West Virginia cases has indicated that
he intends to file additional personal injury cases. In 1997, three
putative "Benlate" 50 DF class actions alleging crop damage and asserting
fraud claims were filed: one in Florida state court on behalf of growers
of ornamental plants in Florida; another in Hawaii state court on behalf of
Hawaii growers; and a third in Alabama state court seeking a nationwide
class. All three were removed to federal court. The Florida class action
has been remanded back to state court, and motions to remand the remaining
cases back to state court have been or are expected to be filed. The
Alabama case received conditional class certification by the state court
prior to its removal. In another crop damage case, Kawamata/Tomono, the
Hawaii Supreme Court in December 1997 affirmed the judgment and all trial
court orders in an action in which a jury had returned a verdict for the
plaintiffs in excess of $23 million. DuPont recently settled this lawsuit;
terms are confidential. The United States Court of Appeals for the Eleventh
Circuit reversed and remanded a sanctions order by a federal district court
in Georgia which had found that DuPont has engaged in discovery abuse during
the first "Benlate" 50 DF crop case to go to trial. A different district
court judge is now presiding over the matter on remand. A shareholder
derivative action pending in the same Georgia federal district court,
alleging that DuPont's Board of Directors breached various duties in its
role in the "Benlate" 50 DF litigation, remains stayed. A securities fraud
class action filed in September 1995 by a shareholder in federal district
court in Florida against the company and the then-Chairman is also still
pending. The plaintiff in this case alleges that DuPont made false and
misleading statements and omissions about "Benlate" 50 DF, with the alleged
effect of inflating the price of DuPont's stock between June 19, 1993, and
January 27, 1995. The district court has certified the case as a class
action. Discovery is proceeding. Certain plaintiffs who have previously
settled have filed cases alleging fraud and other misconduct relating to the
litigation of settlement of "Benlate" 50 DF claims. One such lawsuit was
filed in federal district court in Georgia by five growers alleging fraud
(including civil racketeering claims) based generally on the assertion that,
at the time of their settlements with DuPont, these plaintiffs were unaware
of alleged discovery abuse by DuPont. The Georgia district court has
granted DuPont's motion to dismiss, holding that the releases plaintiffs
executed when they originally settled barred their attempt to seek
additional amounts from DuPont. The court also granted a similar DuPont
motion with respect to another case that had been transferred from Hawaii
federal court. Plaintiffs have appealed the granting of DuPont's motions in
both of these cases. Five cases based on similar allegations were filed in
Hawaii; the state court class action case mentioned above, two individual
15
<PAGE>
Form 10-Q
state court actions and two actions in Hawaii federal court. In both Hawaii
federal cases, the court granted DuPont's motions to enforce prior settle-
ment releases. One of the Hawaii state court cases has been voluntarily
dismissed by the plaintiff. Seven additional such cases, filed in Florida,
have been dismissed on the grounds that pre-litigation settlements barred
their claims. Plaintiffs have appealed the dismissals. DuPont continues
to believe that "Benlate" 50 DF fungicide did not cause the damages alleged
in these cases and intends to defend against such allegations in ongoing
matters.
The company's balance sheets reflect accruals for estimated costs
associated with this matter. Adverse changes in these estimated costs could
result in additional future charges.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Business transacted at the Annual Meeting:
A total of 964,716,548 shares of common stock were voted in
person or by proxy at the annual meeting of stockholders on April 29, or
84.1 percent of the shares entitled to be voted. Business was transacted
as follows:
1. ELECTION OF DIRECTORS: The 13 nominees listed below were elected
to serve on the Board of Directors for the ensuing year. The vote
tabulation with respect to each nominee follows:
Votes Votes Cast Against
Director Cast for or Withheld
------------------- ----------- ------------------
P. N. Barnevik 957,492,205 7,224,343
C. J. Crawford 957,014,798 7,701,750
L. C. Duemling 957,406,034 7,310,514
A. W. Dunham 957,166,418 7,550,130
E. B. du Pont 957,719,961 6,996,587
C. O. Holliday, Jr. 957,289,418 7,427,130
L. D. Juliber 957,674,591 7,041,957
J. A. Krol 957,165,806 7,550,742
W. K. Reilly 957,638,682 7,077,866
H. R. Sharp, III 957,331,563 7,384,985
C. M. Vest 957,598,862 7,117,686
G. Watanabe 957,287,675 7,428,873
E. S. Woolard, Jr. 957,314,233 7,402,315
2. RATIFICATION OF INDEPENDENT ACCOUNTANTS: The proposal to ratify
the appointment of Price Waterhouse LLP as independent accountants
for 1998 was approved by a vote of 959,351,829 shares for,
2,342,693 shares against, and 3,022,026 abstentions and broker
nonvotes.
16
<PAGE>
Form 10-Q
3. EXECUTIVE OFFICERS: The stockholder proposal to identify in the
proxy statement executive officers contractually entitled to
receive in excess of $250,000 annually in base salary plus bonuses
and other cash payments was defeated by a vote of 811,884,171
shares against, 24,492,688 shares for, and 128,339,689 abstentions
and broker nonvotes.
4. CUMULATIVE VOTING: A stockholder proposal to provide for
cumulative voting in the election of directors was defeated by a
vote of 656,130,188 shares against, 168,750,469 shares for, and
139,835,891 abstentions and broker nonvotes.
5. BOARD COMPOSITION: A stockholder proposal to commit to a more
diverse board was defeated by a vote of 782,723,723 shares against,
50,284,063 shares for, and 131,708,762 abstentions and broker
nonvotes.
6. EXECUTIVE COMPENSATION: A stockholder proposal to limit increases
in cash compensation of executive officers was defeated by a vote
of 801,275,582 shares against, 35,074,454 shares for, and
128,366,512 abstentions and broker nonvotes.
7. MINING RIGHTS: A stockholder proposal that DuPont permanently
retire all mining rights along the Okefenokee was defeated by a
vote of 781,862,789 shares against, 26,384,801 shares for, and
156,468,958 abstentions and broker nonvotes.
8. COMMITTEE MEMBERSHIP: A shareholder proposal that DuPont adopt
a policy that Compensation Committee members be independent was
defeated by a vote of 655,724,795 shares against, 178,898,627
shares for, and 130,093,126 abstentions and broker nonvotes.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The exhibit index filed with this Form 10-Q is on page 20.
(b) Reports on Form 8-K
1. On January 28, 1998, a Current Report on Form 8-K was
filed in connection with Debt and/or Equity Securities
that may be offered on a delayed or continuous basis
under Registration Statements on Form S-3 (No. 33-53327,
No. 33-61339 and No. 33-60069). Under Item 7. "Financial
Statements and Exhibits," the Registrant's Earnings Press
Release dated January 28, 1998, was filed.
17
<PAGE>
Form 10-Q
2. On April 22, 1998, a Current Report on Form 8-K was filed
in connection with Debt and/or Equity Securities that may
be offered on a delayed or continuous basis under
Registration Statements on Form S-3 (No. 33-53327,
No. 33-61339 and No. 33-60069). Under Item 7. "Financial
Statements and Exhibits," the Registrant's Earnings Press
Release dated April 22, 1998, was filed.
18
<PAGE>
Form 10-Q
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 6, 1998
-----------------------------------------
By /s/G. M. Pfeiffer
-----------------------------------------
G. M. Pfeiffer
Senior Vice President - DuPont Finance
(As Duly Authorized Officer and Principal
Financial and Accounting Officer)
19
<PAGE>
Form 10-Q
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
3.2 Company's Bylaws, as last revised March 4, 1998.
10.1* Company's Stock Performance Plan, as last amended effective
January 28, 1998.
10.2* The DuPont Stock Accumulation and Deferred Compensation
Plan, as last amended March 1, 1998.
10.3* The DuPont Stock Accumulation and Deferred Compensation
Plan, as last amended April 29, 1998.
12 Computation of Ratio of Earnings to Fixed Charges.
- -------------------------
*Management contract or compensatory plan or arrangement required to be
filed as an exhibit to this Form 10-Q.
20
<PAGE>
Form 10-Q
Exhibit 3.2
BYLAWS
OF
E. I. DU PONT DE NEMOURS AND COMPANY
Incorporated Under The Laws of Delaware
AS REVISED March 4, 1998
21
<PAGE>
Form 10-Q
Exhibit 3.2
BYLAWS
Page
----
ARTICLE I.
MEETING OF STOCKHOLDERS:
Section 1. Annual 1
Section 2. Special 1
Section 3. Notice 1
Section 4. Quorum 1
Section 5. Organization 1
Section 6. Voting 2
Section 7. Inspectors 2
ARTICLE II.
BOARD OF DIRECTORS:
Section 1. Number 2
Section 2. Term 2
Section 3. Increase of Number 2
Section 4. Resignation 2
Section 5. Vacancies 3
Section 6. Regular Meetings 3
Section 7. Special Meetings 3
Section 8. Quorum 3
Section 9. Place of Meeting, Etc. 3
Section 10. Interested Directors; Quorum 3
ARTICLE III.
COMMITTEES OF THE BOARD:
Section 1. Committees 4
Section 2. Procedure 4
Section 3. Reports to the Board 5
Section 4. Strategic Direction Committee 5
Section 5. Audit Committee 5
Section 6 Environmental Policy Committee 5
Section 7. Compensation Committee 5
Section 8. Corporate Governance Committee 5
ARTICLE IV.
OFFICE OF THE CHIEF EXECUTIVE 5
<PAGE>
Form 10-Q
Exhibit 3.2
Page
----
ARTICLE V.
OFFICERS:
Section 1. Officers 6
Section 2. Chairman of the Board 6
Section 3. President 6
Section 4. Executive Vice Presidents 6
Section 5. Vice Presidents 6
Section 6. Senior Vice President - Finance 7
Section 7. Treasurer 7
Section 8. Assistant Treasurer 7
Section 9. Controller 7
Section 10. Assistant Controller 7
Section 11. Secretary 7
Section 12. Assistant Secretary 7
Section 13. Removal 8
Section 14. Resignation 8
Section 15. Vacancies 8
ARTICLE VI.
MISCELLANEOUS:
Section 1. Indemnification of Directors or Officers 8
Section 2. Certificate for Shares 9
Section 3. Transfer of Shares 9
Section 4. Regulations 9
Section 5. Record Date of Stockholders 10
Section 6. Corporate Seal 10
ARTICLE VII.
AMENDMENTS 10
<PAGE>
Form 10-Q
Exhibit 3.2
BYLAWS
OF
E. I. DU PONT DE NEMOURS AND COMPANY
ARTICLE I.
MEETING OF STOCKHOLDERS
SECTION 1. Annual. Meetings of the stockholders for the
purpose of electing Directors, and transacting such other proper
business as may be brought before the meeting, shall be held
annually at such date, time and place, within or without the
State of Delaware as may be designated by the Board of Directors
("Board").
SECTION 2. Special. Special meetings of the stockholders
may be called by the Board and shall be called by the Secretary
at the request in writing of the holders of record of at least
twenty-five percent of the outstanding stock of the corporation
entitled to vote. Special meetings shall be held within or
without the State of Delaware, as the Board shall designate.
SECTION 3. Notice. Written notice of each meeting of
stockholders, stating the place, date and hour of the meeting,
and the purpose or purposes thereof, shall be mailed not less
than ten nor more than sixty days before the date of such
meeting to each stockholder entitled to vote thereat.
SECTION 4. Quorum. Unless otherwise provided by statute,
the holders of shares of stock entitled to cast a majority of
votes at a meeting, present either in person or by proxy, shall
constitute a quorum at such meeting.
Absence of a quorum of the holders of Common Stock or
Preferred Stock at any meeting or adjournment thereof, at which
under the Certificate of Incorporation the holders of Preferred
Stock have the right to elect any Directors, shall not prevent
the election of Directors by the other class of stockholders
entitled to elect Directors as a class if the necessary quorum
of stockholders of such other class shall be present in person
or by proxy.
SECTION 5. Organization. The Chairman of the Board or,
in the Chairman's absence, the President shall preside at
meetings of stockholders. The Secretary of the Company shall act
as Secretary of all meetings of the stockholders, but in the
absence of the Secretary the presiding officer may appoint a
Secretary of the meeting. The order of business for such
meetings shall be determined by the Chairman of the Board, or,
in the Chairman's absence, by the President.
1
<PAGE>
Form 10-Q
Exhibit 3.2
SECTION 6. Voting. Each stockholder entitled to vote at
any meeting shall be entitled to one vote for each share held of
record, in person, by written proxy or by any permissible means
of electronic transmission, provided that such electronic trans-
mission must either contain, or be submitted with, information
from which it can be determined that it was authorized by the
stockholder. Upon the demand of any stockholder, such stock-
holder shall be entitled to vote by ballot. All elections and
questions shall be decided by plurality vote, except as other-
wise required by statute.
SECTION 7. Inspector(s). At each meeting of the stock-
holders the Inspector(s) shall, among other things, ascertain
the number of shares outstanding and the voting power of each;
determine the shares represented at the meeting and the validity
of proxies and ballots; count all votes and ballots; and certify
their determination of the number of shares represented and
their count of all votes and ballots. If three or more
Inspectors are appointed, a majority of those appointed shall
have power to make a decision. Each such Inspector shall be
appointed by the Board before the meeting, or in default
thereof, by the presiding officer at the meeting, and shall be
sworn to the faithful performance of their duties. If any
Inspector previously appointed shall fail to attend or refuse or
be unable to serve, a substitute shall be appointed by the
presiding officer.
ARTICLE II.
BOARD OF DIRECTORS
SECTION 1. Number. The business and affairs of the
Company shall be under the direction of the Board. The number of
Directors, which shall not be less than ten, shall be determined
from time to time by the vote of two-thirds of the whole Board.
SECTION 2. Term. Each Director shall hold office until
the next annual election of Directors and until the Director's
successor is elected and qualified.
SECTION 3. Increase of Number. In case of any increase
in the number of Directors between Annual Meetings of
Stockholders, each additional Director shall be elected by the
vote of two-thirds of the whole Board.
SECTION 4. Resignation. A Director may resign at any
time by giving written notice to the Chairman of the Board or the
Secretary. The acceptance thereof shall not be necessary to make
it effective; and such resignation shall take effect at the time
specified therein or, in the absence of such specification, it
shall take effect upon the receipt thereof.
2
<PAGE>
Form 10-Q
Exhibit 3.2
SECTION 5. Vacancies. In case of any vacancy in the
Board for any cause, the remaining Directors, by vote of
majority of the whole Board, may elect a successor to hold
office for the unexpired term of the Director whose place is
vacant.
SECTION 6. Regular Meetings. Regular meetings of the
Board shall be held at such times as the Board may designate. A
notice of each regular meeting shall not be required.
SECTION 7. Special Meetings. Special meetings of the
Board shall be held whenever called by the direction of the
Chairman of the Board, or of one-third of the Directors.
The Secretary shall give notice of such special
meetings by mailing the same at least two days before the
meeting, or by telegraphing the same at least one day before the
meeting to each Director; but such notice may be waived by any
Director. Unless otherwise indicated in the notice thereof, any
and all business may be transacted at a special meeting. At any
meeting at which every Director shall be present, any business
may be transacted, irrespective of notice.
SECTION 8. Quorum. One-third of the Board shall
constitute a quorum. If there be less than a quorum present at
any meeting, a majority of those present may adjourn the meeting
from time to time.
Except as otherwise provided by law, the Certificate of
Incorporation, or by these Bylaws, the affirmative vote of a
majority of the Directors present at any meeting at which there
is a quorum shall be necessary for the passage of any resolution.
SECTION 9. Place of Meeting, Etc. The Directors shall
hold the meetings, and may have an office or offices in such
place or places within or outside the State of Delaware as the
Board from time to time may determine.
SECTION 10. Interested Directors; Quorum
1) No contract or other transaction between the Company and
one or more of its Directors, or between the Company and any
other corporation, partnership, association, or other
organization in which one or more of the Directors of the Company
is a Director or officer, or has a financial interest, shall be
void or voidable, because the Director is present at or
participates in the meeting of the Board or committee thereof
which authorizes the contract or transaction, or solely because
such Director's vote is counted for such purpose, if:
3
<PAGE>
Form 10-Q
Exhibit 3.2
(a) the material facts as to such Director's
relationship or interest and as to the contract or transaction are
disclosed or are known to the Board or the committee, and the
Board or committee in good faith authorizes the contract or
transaction by the affirmative votes of a majority of the
disinterested Directors, even though the disinterested Directors
be less than a quorum; or
(b) the material facts as to such Director's
relationship or interest and as to the contract or transaction are
disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically approved
in good faith by vote of the stockholders; or
(c) the contract or transaction is fair as to the Company
as of the time it is authorized, approved or ratified, by the
Board, a committee thereof, or the stockholders; and
2) Common or interested Directors may be counted in
determining the presence of a quorum at a meeting of the Board or
of a committee which authorizes the contract or transaction.
ARTICLE III.
COMMITTEES OF THE BOARD
SECTION 1. Committees. The Board shall by the
affirmative vote of a majority of the whole Board, elect from the
Directors a Strategic Direction Committee, an Audit Committee, an
Environmental Policy Committee, a Compensation Committee, and a
Corporate Governance Committee and may, by resolution passed by a
majority of the whole Board, designate one or more additional
committees, each committee to consist of one or more Directors.
The Board shall designate for each of these committees a Chairman,
and, if desired, a Vice Chairman, who shall continue as such
during the pleasure of the Board. The number of members of each
committee shall be determined from time to time by the Board.
SECTION 2. Procedure. Each Committee shall fix its own
rules of procedure and shall meet where and as provided by such
rules. A majority of a committee shall constitute a quorum. In
the absence or disqualification of a member of any committee, the
members of such committee present at any meeting, and not
disqualified from voting, whether or not they constitute a
quorum, may unanimously appoint another member of the Board to
act at the meeting in the place of any such absent or
disqualified member.
4
<PAGE>
Form 10-Q
Exhibit 3.2
SECTION 3. Reports To The Board. Each Committee shall
keep regular minutes of its proceedings and shall periodically
report to the Board summaries of the Committee's significant
completed actions and such other matters as requested by the
Board.
SECTION 4. Strategic Direction Committee. The Strategic
Direction Committee shall review the Company's strategic
direction and overall objectives and shall have such powers and
perform such duties as may be assigned to it from time to time by
the Board.
SECTION 5. Audit Committee. The Audit Committee shall
employ independent public accountants, subject to stockholder
ratification at each annual meeting, review the adequacy of
internal controls and the accounting principles employed in
financial reporting, and shall have such power and perform such
duties as may be assigned to it from time to time by the Board.
None of the Members of the Audit Committee shall be an officer or
employee of the Company or its subsidiaries.
SECTION 6. Environmental Policy Committee. The
Environmental Policy Committee shall review the Company's
environmental policies and practices and shall have such powers
and perform such duties as may be assigned to it from time to
time by the Board.
SECTION 7. Compensation Committee. The Compensation
Committee shall have the power and authority vested in it by the
Compensation Plans of the Company and shall have such powers and
perform such duties as may be assigned to it from time to time by
the Board. None of the members of the Compensation Committee shall
be an officer or employee of the Company or its subsidiaries.
SECTION 8. Corporate Governance Committee. The
Corporate Governance Committee shall recommend to the Board
nominees for election as directors of the Company. The Committee
shall also have responsibility for reviewing and making
recommendations to the Board related to matters on corporate
governance and shall have such powers and perform such duties as
may be assigned to it from time to time by the Board. None of the
members of the Corporate Governance Committee shall be an officer
or employee of the Company or its subsidiaries.
ARTICLE IV.
OFFICE OF THE CHIEF EXECUTIVE
The Board shall elect an Office of the Chief Executive
whose members shall include the President and such other officers
as may be designated by the Board. The Office of the Chief
5
<PAGE>
Form 10-Q
Exhibit 3.2
Executive shall have responsibility for the strategic direction
and operations of all the businesses of the Company and shall have
such powers and perform such duties as may be assigned to it from
time to time by the Board.
All significant completed actions by the Office of the
Chief Executive shall be reported to the Board at the next
succeeding Board meeting, or at its meeting held in the month
following the taking of such action.
ARTICLE V.
OFFICERS
SECTION 1. Officers. The officers of the Company shall
be a Chairman of the Board, a President, one or more Executive
Vice Presidents, a Senior Vice President - Finance and a
Secretary.
The Board and the Office of the Chief Executive, may
appoint such other officers as they deem necessary, who shall have
such authority and shall perform such duties as may be prescribed,
respectively, by the Board or the Office of the Chief Executive.
SECTION 2. Chairman of the Board. The Chairman of the
Board shall preside at all meetings of the stockholders and of the
Board. The Chairman may sign and execute all authorized bonds,
contracts or other obligations, in the name of the Company, and
with the Treasurer may sign all certificates of the shares in the
capital stock of the Company.
SECTION 3. President. The President shall be the chief
executive officer of the Company and, subject to the Board and the
Office of the Chief Executive, shall have general charge of the
business and affairs of the Company and perform such other duties
as may be assigned to the President by the Board or the Chairman
of the Board. In the absence or inability to act of the Chairman
of the Board, the President shall perform the duties of the
Chairman of the Board.
SECTION 4. Executive Vice Presidents. Each Executive
Vice President shall have such powers and perform such duties as
may be assigned to such Executive Vice President by the Board or
the Office of the Chief Executive.
SECTION 5. Vice Presidents. The Board or the Office of
the Chief Executive may appoint one or more Vice Presidents. Each
Vice President shall have such title, powers and duties as may be
assigned to such Vice President by the Board or the Office of the
Chief Executive.
6
<PAGE>
Form 10-Q
Exhibit 3.2
SECTION 6. Senior Vice President - Finance. The Senior
Vice President - Finance shall be the chief financial officer of
the Company, and shall have such powers and perform such duties as
may be assigned to such Senior Vice President - Finance by the
Board or the Office of the Chief Executive.
SECTION 7. Treasurer. The Board shall appoint a
Treasurer. Under the general direction of the Senior Vice
President - Finance, the Treasurer shall have such powers and
perform such duties as may be assigned to such Treasurer by the
Board or the Office of the Chief Executive.
SECTION 8. Assistant Treasurer. The Board or the Office
of the Chief Executive may appoint one or more Assistant
Treasurers. Each Assistant Treasurer shall have such powers and
shall perform such duties as may be assigned to such Assistant
Treasurer by the Board or the Office of the Chief Executive.
SECTION 9. Controller. The Board may appoint a
Controller. Under the general direction of the Senior Vice
President - Finance, the Controller shall have such powers and
perform such duties as may be assigned to such Controller by the
Board or the Office of the Chief Executive.
SECTION 10. Assistant Controller. The Board or the
Office of the Chief Executive may appoint one or more Assistant
Controllers. Each Assistant Controller shall have such powers and
shall perform such duties as may be assigned to such Assistant
Controller by the Board or the Office of the Chief Executive.
SECTION 11. Secretary. The Secretary shall keep the
minutes of all the meetings of the Board and the minutes of all
the meetings of the stockholders; the Secretary shall attend to
the giving and serving of all notices of meetings as required by
law or these Bylaws; the Secretary shall affix the seal of the
Company to any instruments when so required; and the Secretary
shall in general perform all the corporate duties incident to the
office of Secretary, subject to the control of the Board or the
Chairman of the Board, and such other duties as may be assigned
to the Secretary by the Board or the Chairman of the Board.
SECTION 12. Assistant Secretary. The Board or the
Office of the Chief Executive may appoint one or more Assistant
Secretaries. Each Assistant Secretary shall have such powers and
shall perform such duties as may be assigned to such Assistant
Secretary by the Board or the Chairman of the Board or the
President; and such Assistant Secretary shall affix the seal of
the Company to any instruments when so required.
7
<PAGE>
Form 10-Q
Exhibit 3.2
SECTION 13. Removal. All officers may be removed or
suspended at any time by the vote of the majority of the whole
Board. All officers, agents and employees, other than officers
elected or appointed by the Board, may be suspended or removed by
the committee or by the officer appointing them.
SECTION 14. Resignation. Any officer may resign at any
time by giving written notice to the Chairman of the Board, the
President or the Secretary. Unless otherwise stated in such
notice of resignation, the acceptance thereof shall not be
necessary to make it effective; and such resignation shall take
effect at the time specified therein or, in the absence of such
specification, it shall take effect upon the receipt thereof.
SECTION 15. Vacancies. A vacancy in any office shall be
filled in the same manner as provided for election or appointment
to such office.
ARTICLE VI.
MISCELLANEOUS
SECTION 1. Indemnification of Directors or Officers.
Each person who is or was a Director or officer of the Company
(including the heirs, executors, administrators or estate of such
person) shall be indemnified by the Company as of right to the
full extent permitted 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 by
reason of the fact that such person is or was a Director or
officer. The right to indemnification conferred by this Section
shall include the right to be paid by the Company the expenses
incurred in defending in any action, suit or proceeding in
advance of its final disposition, subject to the receipt by the
Company of such undertakings as might be required of an
indemnitee by the General Corporation Law of Delaware.
In any action by an indemnitee to enforce a right to
indemnification hereunder or by the Company to recover advances
made hereunder, the burden of proving that the indemnitee is not
entitled to be indemnified shall be on the Company. In such an
action, neither the failure of the Company (including its Board,
independent legal counsel or stockholders) to have made a
determination that indemnification is proper, nor a determination
by the Company that indemnification is improper, shall create a
presumption that the indemnitee is not entitled to be indemnified
or, in the case of such an action brought by the indemnitee, be a
defense thereto. If successful in whole or in part in such an
8
<PAGE>
Form 10-Q
Exhibit 3.2
action, an indemnitee shall be entitled to be paid also the
expense of prosecuting or defending same. The Company may, but
shall not be obligated to, maintain insurance at its expense, to
protect itself and any such person against any such liability,
cost or expense.
SECTION 2. Certificate for Shares. The shares of the
capital stock of the Company shall be represented by certificates
unless the Company provides by appropriate action that some or all
of any or all classes or series of the Company's stock shall be
uncertificated. Notwithstanding the Company's taking such action,
to the extent required by law, every holder of stock represented
by certificates and, upon request, every holder of uncertificated
shares, shall be entitled to a certificate representing the number
of shares in the Company owned by such stockholder in such form,
not inconsistent with the Certificate of Incorporation, as shall
be prescribed by the Board. Certificates representing shares of
the capital stock of the Company shall be signed by the Chairman
of the Board, President or an Executive Vice President and the
Treasurer, Secretary or an Assistant Secretary. Any or all
signatures on the certificate, including those of the Transfer
Agent and Registrar, may be facsimile.
The name of the person owning the shares represented
thereby, with the number of such shares and the date of issue,
shall be entered on the Company's books.
All certificates surrendered to the Company shall be
cancelled, and no new certificates shall be issued until the
former certificate for the same number of shares of the same
class shall have been surrendered and cancelled, except that the
Board may determine, from time to time, the conditions and
provisions on which new certificates may be used in substitution
of any certificates that may have been lost, stolen or destroyed.
SECTION 3. Transfer of Shares. Shares in the capital
stock of the Company shall be transferred by the record holder
thereof, in person, or by any such person's attorney upon
surrender and cancellation of certificates for a like number of
shares.
SECTION 4. Regulations. The Board also may make rules
and regulations concerning the issue, transfer and registration
of certificates for shares of the capital stock of the Company.
The Board may appoint one or more transfer agents and
one or more registrars of transfers, and may require all stock
certificates to bear the signature of a transfer agent and a
registrar of transfer.
9
<PAGE>
Form 10-Q
Exhibit 3.2
SECTION 5. Record Date of Stockholders. The Board may
fix in advance a date, not exceeding sixty days preceding the date
of any meeting of stockholders, or the date for the payment of any
dividend or other distribution, or the date for the allotment of
rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, as a record date for the
determination of the stockholders entitled to notice of, and to
vote at, any such meeting, or entitled to receive payment of any
such dividend or other distribution, or to any such allotment of
rights, or to exercise the rights in respect of any such change,
conversion or exchange of capital stock, and in such case only
such stockholders as shall be stockholders of record on the date
so fixed shall be entitled to such notice of, and to vote at, such
meeting, or to receive any such dividend or other distribution, or
to receive such allotment of rights, or to exercise such rights,
as the case may be, notwithstanding any transfer of any stock on
the books of the Company after such record date fixed as
aforesaid.
SECTION 6. Corporate Seal. The seal of the Company
shall be circular in form, containing the words "E. I. DU PONT DE
NEMOURS AND CO." and "DELAWARE" on the circumference, surrounding
the words "FOUNDED" and "SEAL," and the date "1802."
The seal shall be in the custody of the Secretary. A
duplicate of the seal may be kept and used by the Senior Vice
President - Finance, any Vice President - DuPont Finance, the
Treasurer, or by any Assistant Secretary or Assistant Treasurer.
ARTICLE VII.
AMENDMENTS
The Board shall have the power to adopt, amend and
repeal the Bylaws of the Company, by a vote of the majority of
the whole Board, at any regular or special meeting of the Board,
provided that notice of intention to adopt, amend or repeal the
Bylaws in whole or in part shall have been given at the next
preceding meeting, or, without any such notice, by the vote of
two-thirds of the whole Board.
10
<PAGE>
Form 10-Q
Exhibit 3.2
I hereby certify that the foregoing is a true and correct copy of
the Bylaws of E. I. du Pont de Nemours and Company.
Witness my hand and the corporate seal of the Company this
day of 199 .
- ------------ ------------------ --
----------------------------
Secretary
11
<PAGE>
Form 10-Q
Exhibit 10.1
E. I. DU PONT DE NEMOURS AND COMPANY
STOCK PERFORMANCE PLAN
Originally Adopted - November 12, 1957
Last Amended - January 28, 1998
22
<PAGE>
Form 10-Q
Exhibit 10.1
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 replace-
ment 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
1
<PAGE>
Form 10-Q
Exhibit 10.1
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 of
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
<PAGE>
Form 10-Q
Exhibit 10.1
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
3
<PAGE>
Form 10-Q
Exhibit 10.1
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) authori-
zation 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.
4
<PAGE>
Form 10-Q
Exhibit 10.1
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 average of the high and
low prices 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 average of the high
and low prices 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
5
<PAGE>
Form 10-Q
Exhibit 10.1
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.
6
<PAGE>
Form 10-Q
Exhibit 10.1
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.
7
<PAGE>
Form 10-Q
Exhibit 10.1
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,
8
<PAGE>
Form 10-Q
Exhibit 10.1
(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.
9
<PAGE>
Form 10-Q
Exhibit 10.2
DUPONT STOCK ACCUMULATION AND DEFERRED
COMPENSATION PLAN FOR DIRECTORS
Originally Adopted - November 12, 1957
Last Amended - March 1, 1998
23
<PAGE>
Form 10-Q
Exhibit 10.2
DUPONT STOCK ACCUMULATION AND DEFERRED
COMPENSATION PLAN FOR DIRECTORS
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 common stock of the Company (the "Stock");
(2) to permit Directors to defer the payment of all or a specified part of
their compensation, including any grant of Stock by the Company, for services
performed as Directors; and (3) to provide for a grant of stock options to
John A. Krol in connection with his service as Chairman of the Board of
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 grants of Stock 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. ADMINISTRATION 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 stock grants and
options shall not be amended more than once every six months, except that the
foregoing shall not preclude any amendment necessary to conform to changes in
the Internal Revenue Code or the Employee Retirement Income Security Act.
The Committee is authorized, subject to the provisions of the Plan,
from time to time to establish such rules and regulations as it deems appro-
priate for the proper administration of the Plan, and to make such deter-
minations and take such steps in connection therewith as it deems necessary
or advisable.
1
<PAGE>
Form 10-Q
Exhibit 10.2
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
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. ANNUAL STOCK GRANT
Effective with the 1996 Annual Meeting and annually thereafter, each
Director eligible under Article 2 hereof shall be awarded an annual grant of
four hundred (400) shares of Stock following his/her election to the Board of
Directors at the Annual Meeting of Stockholders. A Director elected to the
Board at a time other than at the Annual Meeting shall receive a grant of
four hundred (400) shares of Stock following his/her first attendance at a
Board Meeting, provided, however, that no Director shall receive more than
four hundred (400) shares of Stock in any calendar year. A Director may use
shares of Stock granted hereunder to satisfy withholding taxes related to
grants under this Plan in accordance with terms and conditions established by
the Committee.
6. ELECTION TO DEFER
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
receipt of the Stock granted under Article 5 or 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 and succeeding calendar years
in the form of cash or stock units, provided, however, that Stock may only be
deferred as stock units. An 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 Stock granted under Article 5 of
the payment of all or a specified part of fees not yet earned for the
remainder of that calendar year and for succeeding calendar years in the form
of cash or stock units. Elections shall be made by written notice delivered
to the Secretary of the Committee.
2
<PAGE>
Form 10-Q
Exhibit 10.2
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. Stock granted under Article 5 to be deferred in the form of
stock units, or fees to be 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 effective date of the Stock grant or
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 will 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 Stock granted under Article 5 which has been
deferred and deferred fees, together with interest and dividend equivalents
accrued thereon, shall be paid in the year specified or after a Director
ceases to be a Director of the Company. 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 shall be paid in a
lump sum or, if the Director elects, in substantially equal annual install-
ments over a period of years specified by the Director. The delivery
election must be made by written notice delivered to the Secretary of the
Committee prior to the date of retirement, and the first installment (or lump
sum payment) shall be paid promptly at the beginning of the following
calendar year. Subsequent installments shall be paid promptly at the
beginning of each succeeding calendar year until the entire amount credited
to the Director's account shall have been paid. Amounts credited to a
3
<PAGE>
Form 10-Q
Exhibit 10.2
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 will be valued at the closing Stock Price on
the date of settlement.
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 Stock and 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. TERMINATION OF ELECTION
A Director may terminate his/her election to defer payment of fees in
cash or stock units by written notice delivered to the Secretary of the
Committee. Termination shall become effective as of the end of the calendar
year in which notice of termination is given with respect to fees payable for
services as a Director during subsequent calendar years. Amounts credited to
the account of a Director prior to the effective date of termination shall
not be affected thereby and shall be paid only in accordance with Articles 7
and 8.
11. NONASSIGNABILITY
During the Director's lifetime, the right to any deferred Stock or
fees including interest and dividend equivalents thereon shall not be
transferable or assignable.
12. OPTION GRANT
A. Grant
In recognition of his current and future contributions to the Company
as Chairman of the Board of Directors, John A. Krol (Grantee) is granted
sixty thousand (60,000) nonqualified options to purchase shares of Stock,
effective March 1, 1998. The terms and conditions of such options shall be
determined by the Committee consistent with the provisions of this Plan.
4
<PAGE>
Form 10-Q
Exhibit 10.2
B. Nontransferability of Options
During Grantee's lifetime, no stock options granted under this Plan
shall be transferable, and stock options may be exercised only by Grantee,
except as may otherwise be provided in rules established by the Committee to
permit transfers or to authorize a third party to act on behalf of Grantee
with respect to any such stock options.
C. Option Price
The price per share of Stock which may be purchased upon exercise of
a stock option granted hereunder shall be determined by the 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. For purposes of this Plan, fair market value shall be the average
of the high and low prices of the 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 if no sales of such Stock were reported on
said Tape on such date, the average of the high and low prices 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 paragraph 12(D) hereof.
D. 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 the light of the change, as it deems to be
equitable, both to Grantee and to the Company, in the number of
shares and prices per share applicable to outstanding stock options.
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 the
light of the distribution, as it deems to be equitable, both to
Grantee and to the Company, in respect to the item described herein.
(ii) Any fractional shares resulting from adjustments made pursuant to
this subparagraph shall be eliminated.
E. Option Term
The term of each stock option granted under this Plan shall be for
such period as the Committee shall determine, but not for more than ten (10)
years from the date of grant.
F. Exercise of Options
(i) Subject to the provisions of this Plan, each stock option granted
hereunder shall be exercisable on such date or dates and during such
period and for such number of shares as the Committee may determine.
5
<PAGE>
Form 10-Q
Exhibit 10.2
However, in no event shall a stock option be exercisable prior to six
months from the date of grant. The Committee may fix from time to
time a minimum number of shares which must be purchased at the time a
stock option is exercised.
(ii) At the time he elects to exercise a stock option, Grantee shall pay
the Company the full purchase price of the shares he has elected to
purchase. Payment of the purchase price shall be made in cash, Stock
(valued at fair market on the date of exercise), or a combination
thereof, as the Committee may determine from time to time. With
respect to Stock to be delivered upon exercise of a stock option, the
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.
G. Tax Withholding
Grantee 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.
H. Termination of Options
(i) The Committee shall, subject to the provisions of the Plan, determine
the rules relating to rights of Grantee in the event Grantee ceases
to be a director of the Company or in the event of his death.
(ii) In the event the Committee establishes a period of time in excess of
six months from date of grant for the first date of exercisability of
options granted hereunder, the Board of Directors, in its sole
discretion, may waive such longer period.
(iii) Grantee shall forfeit all rights under stock options granted
hereunder if the Committee, after a hearing at which Grantee shall be
entitled to be present, shall find that 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 stock options
may continue in effect to such extent and under such conditions as
the Committee may determine.
13. GOVERNING LAW
The validity and construction of the Plan shall be governed by the
laws of the State of Delaware.
14. 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.
6
<PAGE>
Form 10-Q
Exhibit 10.3
DUPONT STOCK ACCUMULATION AND DEFERRED
COMPENSATION PLAN FOR DIRECTORS
Originally Adopted - November 12, 1957
Last Amended - April 29, 1998
24
<PAGE>
Form 10-Q
Exhibit 10.3
DUPONT STOCK ACCUMULATION AND DEFERRED
COMPENSATION PLAN FOR DIRECTORS
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 common stock of the Company (the "Stock");
(2) to permit Directors to defer the payment of all or a specified part of
their compensation, including any grant of Stock by the Company, for services
performed as Directors; and (3) to provide for a grant of stock options to
John A. Krol in connection with his service as Chairman of the Board of
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 grants of Stock 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. ADMINISTRATION 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 stock grants and
options shall not be amended more than once every six months, except that the
foregoing shall not preclude any amendment necessary to conform to changes in
the Internal Revenue Code or the Employee Retirement Income Security Act.
The Committee is authorized, subject to the provisions of the Plan,
from time to time to establish such rules and regulations as it deems appro-
priate for the proper administration of the Plan, and to make such deter-
minations and take such steps in connection therewith as it deems necessary
or advisable.
1
<PAGE>
Form 10-Q
Exhibit 10.3
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
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. ANNUAL STOCK GRANT
Effective with the 1996 Annual Meeting and annually thereafter, each
Director eligible under Article 2 hereof shall be awarded an annual grant of
four hundred (400) shares of Stock following his/her election to the Board of
Directors at the Annual Meeting of Stockholders. A Director elected to the
Board at a time other than at the Annual Meeting shall receive a grant of
four hundred (400) shares of Stock following his/her first attendance at a
Board Meeting, provided, however, that no Director shall receive more than
four hundred (400) shares of Stock in any calendar year. A Director may use
shares of Stock granted hereunder to satisfy withholding taxes related to
grants under this Plan in accordance with terms and conditions established by
the Committee.
6. ELECTION TO DEFER
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
receipt of the Stock granted under Article 5 or 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 and succeeding calendar years
in the form of cash or stock units, provided, however, that Stock may only be
deferred as stock units. An 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 Stock granted under Article 5 of
the payment of all or a specified part of fees not yet earned for the
remainder of that calendar year and for succeeding calendar years in the form
of cash or stock units. Elections shall be made by written notice delivered
to the Secretary of the Committee.
2
<PAGE>
Form 10-Q
Exhibit 10.3
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. Stock granted under Article 5 to be deferred in the form of
stock units, or fees to be 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 effective date of the Stock grant or
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 will 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 Stock granted under Article 5 which has been
deferred and deferred fees, together with interest and dividend equivalents
accrued thereon, shall be paid in the year specified or after a Director
ceases to be a Director of the Company. 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 shall be paid in a
lump sum or, if the Director elects prior to retirement, either (1) in a lump
sum in a specified year after retirement; (2) in substantially equal annual
installments over a period of years specified by the Director; or (3) in a
lump sum upon the Director's death. The delivery election must be made by
written notice delivered to the Secretary of the Committee prior to the date
of retirement, and the first installment (or lump sum payment upon retirement
or in a specified year thereafter) shall be paid promptly at the beginning of
the following calendar year. Subsequent installments shall be paid promptly
at the beginning of each succeeding calendar year until the entire amount
credited to the Director's account shall have been paid. Amounts credited
3
<PAGE>
Form 10-Q
Exhibit 10.3
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 will be valued at the closing Stock Price on
the date of settlement.
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 Stock and 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. TERMINATION OF ELECTION
A Director may terminate his/her election to defer payment of fees in
cash or stock units by written notice delivered to the Secretary of the
Committee. Termination shall become effective as of the end of the calendar
year in which notice of termination is given with respect to fees payable for
services as a Director during subsequent calendar years. Amounts credited to
the account of a Director prior to the effective date of termination shall
not be affected thereby and shall be paid only in accordance with Articles 7
and 8.
11. NONASSIGNABILITY
During the Director's lifetime, the right to any deferred Stock or
fees including interest and dividend equivalents thereon shall not be
transferable or assignable.
12. OPTION GRANT
A. Grant
In recognition of his current and future contributions to the Company
as Chairman of the Board of Directors, John A. Krol (Grantee) is granted
sixty thousand (60,000) nonqualified options to purchase shares of Stock,
effective March 1, 1998. The terms and conditions of such options shall be
determined by the Committee consistent with the provisions of this Plan.
4
<PAGE>
Form 10-Q
Exhibit 10.3
B. Nontransferability of Options
During Grantee's lifetime, no stock options granted under this Plan
shall be transferable, and stock options may be exercised only by Grantee,
except as may otherwise be provided in rules established by the Committee to
permit transfers or to authorize a third party to act on behalf of Grantee
with respect to any such stock options.
C. Option Price
The price per share of Stock which may be purchased upon exercise of
a stock option granted hereunder shall be determined by the 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. For purposes of this Plan, fair market value shall be the average
of the high and low prices of the 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 if no sales of such Stock were reported on
said Tape on such date, the average of the high and low prices 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 paragraph 12(D) hereof.
D. 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 the light of the change, as it deems to be
equitable, both to Grantee and to the Company, in the number of
shares and prices per share applicable to outstanding stock options.
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 the
light of the distribution, as it deems to be equitable, both to
Grantee and to the Company, in respect to the item described herein.
(ii) Any fractional shares resulting from adjustments made pursuant to
this subparagraph shall be eliminated.
E. Option Term
The term of each stock option granted under this Plan shall be for
such period as the Committee shall determine, but not for more than ten (10)
years from the date of grant.
F. Exercise of Options
(i) Subject to the provisions of this Plan, each stock option granted
hereunder shall be exercisable on such date or dates and during such
period and for such number of shares as the Committee may determine.
5
<PAGE>
Form 10-Q
Exhibit 10.3
However, in no event shall a stock option be exercisable prior to six
months from the date of grant. The Committee may fix from time to
time a minimum number of shares which must be purchased at the time a
stock option is exercised.
(ii) At the time he elects to exercise a stock option, Grantee shall pay
the Company the full purchase price of the shares he has elected to
purchase. Payment of the purchase price shall be made in cash, Stock
(valued at fair market on the date of exercise), or a combination
thereof, as the Committee may determine from time to time. With
respect to Stock to be delivered upon exercise of a stock option, the
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.
G. Tax Withholding
Grantee 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.
H. Termination of Options
(i) The Committee shall, subject to the provisions of the Plan, determine
the rules relating to rights of Grantee in the event Grantee ceases
to be a director of the Company or in the event of his death.
(ii) In the event the Committee establishes a period of time in excess of
six months from date of grant for the first date of exercisability of
options granted hereunder, the Board of Directors, in its sole
discretion, may waive such longer period.
(iii) Grantee shall forfeit all rights under stock options granted
hereunder if the Committee, after a hearing at which Grantee shall be
entitled to be present, shall find that 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 stock options
may continue in effect to such extent and under such conditions as
the Committee may determine.
13. GOVERNING LAW
The validity and construction of the Plan shall be governed by the
laws of the State of Delaware.
14. 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.
6
<PAGE>
<TABLE>
Form 10-Q
Exhibit 12
E. I. DU PONT DE NEMOURS AND COMPANY
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollars in millions)
<CAPTION>
Years Ended December 31
Three Months Ended -------------------------------------------------
March 31, 1998 1997 1996 1995 1994 1993
------------------ --------- --------- ------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
Net Income ....................................... $ 906 $2,405 $3,636 $3,293 $2,727 $ 566<Fa>
Provision for Income Taxes ....................... 583 2,275 2,345 2,097 1,655 392
Minority Interests in Earnings of Consolidated
Subsidiaries ................................... 13 67 59 30 18 5
Adjustment for Companies Accounted for
by the Equity Method ........................... 47 982<Fb> 81 41 18 41
Capitalized Interest ............................. (53) (169) (144) (170) (143) (194)
Amortization of Capitalized Interest ............. 29<Fc> 138<Fc> 191<Fc> 154 154 144
------ ------ ------ ------ ------ ------
1,525 5,698 6,168 5,445 4,429 954
------ ------ ------ ------ ------ ------
Fixed Charges:
Interest and Debt Expense ...................... 195 662 729 758 559 594
Adjustment for Companies Accounted for by the
Equity Method - Interest and Debt Expense .... 34 97 70 71 55 42
Capitalized Interest ........................... 53 169 144 170 143 194
Rental Expense Representative of Interest
Factor ....................................... 32 127 118 113 118 143
------ ------ ------ ------ ------ ------
314 1,055 1,061 1,112 875 973
------ ------ ------ ------ ------ ------
Total Adjusted Earnings Available for Payment of
Fixed Charges .................................... $1,839 $6,753 $7,229 $6,557 $5,304 $1,927
====== ====== ====== ====== ====== ======
Number of Times Fixed Charges are Earned ........... 5.9 6.4 6.8 5.9 6.1 2.0
====== ====== ====== ====== ====== ======
<FN>
<Fa> Income Before Extraordinary Item and Transition Effect of Accounting
Changes.
<Fb> Includes write-off of Purchased In-Process Research and Development
associated with acquisition of 20% interest in Pioneer Hi-Bred
International, Inc.
<Fc> Includes write-off of capitalized interest associated with divested
businesses.
</TABLE>
25
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This Schedule Contains Summary Financial Information Extracted From
Form 10-Q For The Quarterly Period Ended March 31, 1998, And Is
Qualified In Its Entirety By Reference To Such Financial Statements
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 2,024
<SECURITIES> 236
<RECEIVABLES> 5963<F1>
<ALLOWANCES> 0
<INVENTORY> 4,533
<CURRENT-ASSETS> 13,796
<PP&E> 54,514
<DEPRECIATION> 30,439
<TOTAL-ASSETS> 45,627
<CURRENT-LIABILITIES> 15,823
<BONDS> 6,434
0
237
<COMMON> 344
<OTHER-SE> 11,048
<TOTAL-LIABILITY-AND-EQUITY> 45,627
<SALES> 10,965
<TOTAL-REVENUES> 11,378
<CGS> 8,264<F2>
<TOTAL-COSTS> 9,699<F3>
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 190
<INCOME-PRETAX> 1,489
<INCOME-TAX> 583
<INCOME-CONTINUING> 906
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 906
<EPS-PRIMARY> .80<F4>
<EPS-DILUTED> .79
<FN>
<F1>Includes Other Accounts In Addition To Notes and Accounts
Receivable-Trade.
<F2>Includes Other Expenses.
<F3>Cost of Goods Sold and Other Expenses; Depreciation, Depletion and
Amortization; Exploration Expenses, Including Dry Hole Costs and
Impairment of Unproved Properties; Selling, General and
Administrative Expenses; Purchased In-Process Research and
Development.
<F4>Basic earnings per share.
</FN>
</TABLE>
