<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
E.I. du Pont de Nemours and Company
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
DuPont
1007 Market Street
Wilmington, DE 19898
[LOGO OF DUPONT Chairman and
APPEARS HERE] Chief Executive Officer
Annual Meeting-April 28, 1999
March 19, 1999
Dear Stockholder:
You are invited to attend the Company's 1999 Annual Meeting on Wednesday, April
28, 1999, at 10:30 a.m. in The Playhouse Theatre, DuPont Building, Wilmington,
Delaware.
The enclosed Notice of Annual Meeting and Proxy Statement describe the various
matters to be acted upon during the meeting. In addition, there will be a report
on the state of the Company's business and an opportunity for you to express
your views on subjects related to the Company's operations.
To make it easier for you to vote your shares, you have the choice of voting by
telephone, over the Internet, or by completing and returning the enclosed proxy
card. The proxy card describes your voting options in more detail. In any case,
you may request a ticket for the meeting. If you need special assistance because
of a disability, please contact the DuPont Stockholder Relations Office.
The Annual Meeting gives us an opportunity to review results and discuss the
steps the Company is taking to assure a strong performance in the future. We are
committed to making DuPont a faster growing, more profitable and less cyclical
company that will generate increased shareholder value. We appreciate your
ownership of DuPont, and I hope you will be able to join us on April 28.
Sincerely,
/s/ C. O. Holliday, Jr.
C. O. Holliday, Jr.
E.I. du Pont de Nemours and Company [LOGO Printed on Recycled Paper
OF
RECYCLED
APPEARS HERE]
<PAGE>
March 19, 1999
To the Holders of Common Stock of
E. I. du Pont de Nemours and Company
NOTICE OF ANNUAL MEETING
The Annual Meeting of Stockholders of E. I. DU PONT DE NEMOURS AND COMPANY
will be held on Wednesday, April 28, 1999, at 10:30 a.m. local time, in The
Playhouse Theatre in the DuPont Building, 1007 Market Street, Wilmington,
Delaware. The meeting will be held to consider and act upon the election of
directors, the ratification of independent accountants, stockholder proposals
described in the Proxy Statement and such other business as may properly come
before the meeting.
Holders of record of DuPont Common Stock at the close of business on
March 8, 1999, are entitled to vote at the meeting.
This notice and the accompanying proxy materials are sent to you by order
of the Board of Directors.
Louise B. Lancaster
Secretary
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. WHETHER OR NOT
YOU PLAN TO ATTEND THE MEETING, PLEASE VOTE BY TELEPHONE OR INTERNET OR COMPLETE
AND RETURN THE PROXY CARD IN THE ENCLOSED ENVELOPE AS SOON AS POSSIBLE.
IF YOU WOULD LIKE TO RECEIVE YOUR PROXY MATERIALS ELECTRONICALLY NEXT YEAR,
VISIT OUR INTERNET WEB SITE AT http://www.vote-by-net.com/signup/dupont. IF YOU
HOLD SHARES IN A BROKERAGE ACCOUNT, CONTACT YOUR BROKER TO REQUEST ELECTRONIC
DELIVERY.
<PAGE>
PROXY STATEMENT
March 19, 1999
The enclosed proxy is being solicited by order of the Board of Directors of
E. I. du Pont de Nemours and Company for use in connection with the Annual
Meeting of Stockholders to be held April 28, 1999.
The record date with respect to this solicitation is March 8, 1999. All
holders of record of DuPont Common Stock as of the close of business on that
date are entitled to vote at the meeting. As of that date the Company had
1,139,514,154 shares of common stock outstanding. Each share of stock is
entitled to one vote. A favorable vote of a majority of the shares of common
stock voted in person or by proxy at the meeting is required for the approval of
each of the proposals described in this Proxy Statement. Abstentions and broker
non-votes are not counted in the calculation of the vote. A proxy may be revoked
by the stockholder at any time prior to its being voted. If a proxy is properly
executed and is not revoked by the stockholder, the shares it represents will be
voted at the meeting in accordance with the instructions of the stockholder. If
the proxy card is signed and returned without specifying choices, the shares
will be voted in accordance with the recommendations of the Board of Directors.
In lieu of returning signed proxy cards, holders of record can properly execute
proxies by calling a specially designated telephone number or by visiting the
proxy voting Internet web site as described on the enclosed proxy card.
The proxy also serves as the voting instruction for the trustees who hold
shares of record for participants in the DuPont Savings and Investment Plan, the
Conoco Thrift Plan, the Investment Plan for Salaried Employees of Consolidation
Coal Company and the Conoco Employee Stock Ownership Plan. If proxies
representing shares in the employee savings plans listed above are not received
by mail, telephone, or Internet those shares will be voted at the discretion of
a trustee. Shares in the Conoco Employee Stock Ownership Plan cannot be voted
unless the Plan participant signs and returns the proxy card or votes by
telephone or Internet.
The Company's Annual Report to Stockholders, containing financial
statements reflecting the financial position and results of the operations of
the Company for 1998, and this Proxy Statement were distributed together
beginning March 19, 1999.
General Information
Proxy Statement Proposals. Each year the Board of Directors submits to the
stockholders at the annual meeting its nominations for election of directors. In
addition, the Bylaws of the Company require that the selection of independent
accountants by the Audit Committee of the Board of Directors be submitted for
stockholder ratification at each annual meeting. Other proposals may be
submitted by the Board of Directors or stockholders for inclusion in the proxy
statement for action at the annual meeting. Any proposal submitted by a
stockholder for inclusion in the 2000 Annual Meeting Proxy Statement must be
received by the Company no later than November 20, 1999.
Stockholder Nominations for Election of Directors. The Corporate Governance
Committee recommends to the Board of Directors nominees for election as
directors at the annual meeting. In making such recommendations, the Corporate
Governance Committee will consider nominations submitted by stockholders. Any
such nominations must be made by stockholders of record and received by the
Secretary of the Company by the first Monday in December. Nominations must be
accompanied by a statement of the nominee indicating willingness to serve if
elected and disclosing principal occupations or employments held over the past
five years.
Proxy Committee. The Proxy Committee is composed of directors of the Company who
vote as instructed the shares of DuPont Common Stock for which they receive
proxies. Proxies also confer upon the Proxy Committee discretionary authority to
vote the shares on any matter which was not known to the Board of Directors a
reasonable time before solicitation of proxies, but which is properly presented
for action at the meeting.
1
<PAGE>
Proxy Solicitation. All costs relating to the solicitation of proxies will be
borne by the Company. Morrow & Co. has been retained by the Company to aid in
the solicitation of proxies, at an estimated cost of $13,500 plus reimbursement
of out-of-pocket expenses. Proxies may also be solicited by officers, directors
and employees of the Company personally, by mail, or by telephone, facsimile
transmission or other electronic means. On request, the Company will pay brokers
and other persons holding shares of stock in their names or in those of their
nominees for their reasonable expenses in sending soliciting material to, and
seeking instructions from, their principals.
Secrecy in Voting. As a matter of policy, proxies, ballots and voting
tabulations that identify individual stockholders are held confidential by the
Company. Such documents are available for examination only by the independent
tabulation agents, the independent inspectors of election and certain employees
associated with tabulation of the vote. The identity of the vote of any
stockholder is not disclosed except as may be necessary to meet legal
requirements.
The Board of Directors
Operation and Meetings. The Board of Directors is responsible for broad
corporate policy and the overall performance of the Company. Members of the
Board are kept informed of the Company's business by various documents sent to
them before each meeting and oral reports made to them during these meetings by
the Chairman and Chief Executive Officer and other corporate executives. They
are advised of actions taken by the Audit, Compensation, Corporate Governance,
Environmental Policy and Strategic Direction Committees and the Office of the
Chief Executive. In addition, the directors receive written reports from the
businesses when they propose actions for Board approval. Directors have access
to all books, records and reports, and members of management are available at
all times to answer their questions.
In 1998 six regular meetings and three special meetings of the Board of
Directors were held. All current directors except S.I. Weill attended at least
75% of the total Board and committee meetings held in 1998, and attendance
averaged 95%. Mr. Weill attended all regular and special Board meetings except
in December when he was unable to attend due to a commitment which predated his
election to the Board in August. Directors fulfill their responsibilities not
only by attending Board and committee meetings but also through communication
with the Chairman and Chief Executive Officer and other members of management
relative to matters of mutual interest and concern to the Company.
Retirement Policy. The Company's retirement policy for directors provides that
no director may stand for reelection to the Board after reaching age 70. All
employee directors retire from the Board when they retire from employment with
the Company with the exception of former Chief Executive Officers. The Board at
its discretion may in unusual circumstances, and for a limited period, ask a
Board member to stand for reelection after the prescribed retirement date.
Compensation. Members of the Board who are employees of DuPont or any of its
subsidiaries are not compensated for service on the Board or on committees. All
nonemployee directors receive an annual retainer fee of $35,000 for service on
the Board. Nonemployee directors receive annual compensation for committee
service as follows: (a) committee chairs receive $15,000, (b) members of the
Strategic Direction Committee receive $9,000 and (c) members of the other Board
committees receive $6,000. Nonemployee directors also receive an annual grant of
700 shares of DuPont Common Stock. E. S. Woolard, Jr. received $100,000 as a fee
for services in connection with his role in the formation of the Conoco Inc.
board.
2
<PAGE>
Under the terms of the DuPont Stock Accumulation and Deferred Compensation
Plan for Directors, any director may defer all or part of the payment of Board
and committee fees in the form of cash or stock units until a specified year,
until ceasing to be a director of the Company or until death. Annual stock
grants may also be deferred but only as stock units. Interest equivalents accrue
on payments deferred in the form of cash and dividend equivalents accrue on
payments deferred in the form of stock units. For 1999, six directors have
elected to defer payment of directors' fees or the annual stock grant. In 1998
the Company eliminated its retirement income plan for nonemployee directors.
Nonemployee directors who began service on the Board prior to the plan's
elimination will continue to be eligible to receive benefits under the plan
provided they have served as a director for at least five years and have not
qualified for an immediate or deferred pension benefit from the Company or any
of its subsidiaries. The annual benefits payable under the plan are equal to
one-half of the annual Board retainer (exclusive of any committee compensation
and annual stock grants) in effect on the date of the director's retirement.
Benefits are available for the lesser of life or 10 years.
The Directors' Charitable Gift Plan was established to improve the
competitiveness of Board compensation. After a director's death, the Company
will donate five consecutive annual installments up to $200,000 each to
tax-exempt educational institutions or charitable organizations recommended by
the director and approved by the Company. A director will be fully vested in the
Plan upon completion of five years of service as a director or upon death or
disability. The Plan is unfunded. The Company may fund the Plan through, among
other vehicles, the purchase of life insurance policies on the lives of
directors, and the Company would own and be the beneficiary of the policies.
Directors derive no personal financial or tax benefit from the Plan because the
charitable, tax deductible donations and insurance proceeds, if any, accrue
solely to the benefit of the Company. Employee directors may participate in the
Plan provided they bear their allocable cost. The Company also maintains
accidental death, dismemberment and disability insurance on nonemployee
directors in the amount of $300,000.
Office of the Chief Executive. The Office of the Chief Executive has
responsibility for the overall direction and operations of all the businesses of
the Company, including corporate financial performance, environmental leadership
and safety, and development of global talent. All three members are employees
and one is a director. Its members include the Chairman and Chief Executive
Officer, the Executive Vice President and the Senior Vice President-DuPont
Finance. The Office of the Chief Executive works in close coordination with the
executive officers of the Company.
Strategic Direction Committee. The Strategic Direction Committee, which consists
of four directors, is responsible for reviewing the strategic direction of the
Company's major business segments. The Committee also reviews significant trends
in technology and their anticipated impact on the Company. During 1998, the
Strategic Direction Committee held five meetings.
Environmental Policy Committee. The Environmental Policy Committee, which
consists of four directors is responsible for reviewing the Company's
environmental policies and practices. The Committee also provides support for
the Company's leadership role in corporate environmentalism. The Environmental
Policy Committee held three meetings in 1998.
Audit Committee. The Audit Committee, which consists of five directors, employs
independent accountants, subject to stockholder ratification, to audit the
Company's financial statements and perform other assigned duties. The Committee
also requests the Company's subsidiaries to engage independent accountants, as
the Committee deems appropriate, to audit their respective financial statements.
Further, the Committee provides general oversight with respect to the accounting
principles employed in financial reporting and the adequacy of the Company's
internal controls. In 1998, the Audit Committee fulfilled its responsibilities
in accordance with its charter. No member of the Audit Committee may be an
officer or employee of the Company or any subsidiary. During 1998, the Audit
Committee held four meetings.
3
<PAGE>
Compensation Committee. The Compensation Committee, which consists of three
directors, is responsible for establishing an executive compensation policy
consistent with corporate objectives and stockholder interests. The Committee
has responsibility for recommending to the Board levels of compensation for
employee directors, including salaries as well as variable compensation, stock
options and restricted stock. The Compensation Committee also administers grants
under the Company's compensation plans. No member of the Committee may be an
officer or employee of the Company or any subsidiary. During 1998, the
Compensation Committee held ten meetings.
Corporate Governance Committee. The Corporate Governance Committee, which
consists of two directors, is responsible for recommending to the Board nominees
for election as directors, including nominees for election as directors at the
annual meeting. The Committee also has responsibility for reviewing and making
recommendations to the Board related to matters of corporate governance such as
the practices, policies and procedures affecting directors and the Board's
operations and effectiveness. No member of the Committee may be an officer or
employee of the Company or any subsidiary. During 1998, the Corporate Governance
Committee held four meetings.
Other Information. In August 1995 a purported stockholder derivative action was
brought in the U.S. District Court in Columbus, Georgia, by one individual on
behalf of the Company against the then current and certain former directors
(including L. C. Duemling, E. B. du Pont, W. K. Reilly, H. R. Sharp, III, C. M.
Vest and E. S. Woolard, Jr.). The civil suit, which seeks unspecified damages
and other relief, alleges a breach of fiduciary duty related to the Company's
response to a ruling by that court imposing a conditional fine of about $115
million on the Company in connection with its conduct of certain Benlate[r]50 DF
fungicide litigation. That fine was vacated by the Eleventh Circuit Court of
Appeals, and the case in which it was imposed was remanded to a different judge
in the same District Court and has since settled. The derivative action remains
pending.
1-ELECTION OF DIRECTORS
The 12 nominees for election as directors are identified on pages 4 through
7. All nominees are now members of the Board of Directors. The Board knows of no
reason why any nominee would be unable to serve as a director. If any nominee
should for any reason become unable to serve, the shares represented by all
valid proxies will be voted for the election of such other person as the Board
of Directors may designate following recommendation by the Corporate Governance
Committee, or the Board may reduce the number of directors to eliminate the
vacancy.
The following material contains information concerning the nominees,
including their recent employment, positions with the Company, other
directorships, and age as of the date of the 1999 Annual Meeting.
[PHOTO OF CURTIS J. CRAWFORD
CURTIS J.
CRAWFORD Director since 1998 Chair, Corporate Governance Committee
APPEARS Age 51 Member, Audit Committee
HERE]
Mr. Crawford is President and Chief Executive Officer of ZiLOG, Inc., a producer
of application specific standard products in the semiconductor industry. From
1995 to January 1998, Mr. Crawford was group president, Microelectronics Group,
Lucent Technologies, Inc., and also served as president, Intellectual Property
Division, from October 1997. From 1993 to 1995, he was president of AT&T
Microelectronics, a business unit of AT&T Corporation. Mr. Crawford is a
director of ITT Industries, Inc., and ZiLOG, Inc.
4
<PAGE>
[PHOTO OF LOUISA C. DUEMLING
LOUISA C.
DUEMLING Director since 1982 Member, Environmental
APPEARS HERE] Age 63 Policy Committee
Mrs. Duemling is a member of the board of governors of the Nature Conservancy
and the board of trustees of the Chesapeake Bay Foundation.
[PHOTO OF ARCHIE W. DUNHAM
ARCHIE W.
DUNHAM Director since 1996 Member, Environmental
APPEARS HERE] Age 60 Policy Committee
Mr. Dunham is President and Chief Executive Officer of Conoco Inc., an
integrated, international energy company. He is a former executive vice
president and senior vice president of DuPont, executive vice president-
exploration production of Conoco and senior vice president of DuPont Polymers
and DuPont Chemicals and Pigments. He is a director of Louisiana Pacific
Corporation, Phelps Dodge Corporation, the American Petroleum Institute, the
U.S.-Russia Business Council and the Greater Houston Partnership, a director and
vice chairman of the National Petroleum Council and a director and chairman of
the United States Energy Association. Mr. Dunham also serves on the board of
trustees of the Memorial Hermann Healthcare System in Houston, the Houston Grand
Opera, Houston Symphony, George Bush Presidential Library and the Smithsonian
Institution.
[PHOTO OF EDWARD B. du PONT
EDWARD B.
du PONT Director since 1978 Member, Audit Committee
APPEARS HERE] Age 65
Mr. du Pont was chairman of Atlantic Aviation Corporation, the principal
business of which is the charter, completion, storage, operation and maintenance
of aircraft. He serves as a director of Wilmington Trust Corporation, a trustee
of Christiana Care Corporation and the University of Delaware, president and a
trustee of Eleutherian Mills-Hagley Foundation, and vice president and a trustee
of Longwood Foundation, Inc.
[PHOTO OF CHARLES O. HOLLIDAY, JR.
CHARLES O.
HOLLIDAY, JR. Director since 1997 Member, Strategic
APPEARS HERE] Age 51 Direction Committee
Chairman and Chief Executive Officer, Mr. Holliday is a former president,
executive vice president, president and chairman-DuPont Asia Pacific and senior
vice president. He is a director of Analog Devices, Inc. and Pioneer Hi-Bred
International, Inc. and a member of The Business Council and The Business
Roundtable. Mr. Holliday also serves on the Chancellor's Advisory Council for
Enhancement at the University of Tennessee and is a trustee of the Winterthur
Museum and Gardens.
5
<PAGE>
[PHOTO OF LOIS D. JULIBER
LOIS D. JULIBER
APPEARS HERE] Director since 1995 Chair, Compensation Committee
Age 50 Member, Strategic Direction Committee
Ms. Juliber is Executive Vice President and Chief of Operations, Developed
Markets, Colgate-Palmolive Company, the principal business of which is the
production and marketing of consumer products. She formerly served as president,
Colgate-Palmolive North America and chief technological officer of
Colgate-Palmolive. Ms. Juliber is a member of the board of trustees of Wellesley
College and the Brookdale Foundation.
[PHOTO OF WILLIAM K. REILLY
WILLIAM K.
REILLY Director since 1993 Chair, Environmental Policy Committee
APPEARS HERE] Age 59 Member, Corporate Governance Committee
Mr. Reilly is President and Chief Executive Officer of Aqua International
Partners, L.P., which finances water supply and wastewater treatment in
developing countries. He formerly served as administrator of the United States
Environmental Protection Agency, the Payne visiting professor at the Institute
for International Studies at Stanford University and president of World Wildlife
Fund and The Conservation Foundation. Mr. Reilly is a director of Conoco Inc.,
Evergreen Holdings, Inc., and Royal Carribbean International and a trustee of
The National Geographic Society, Presidio Trust and World Wildlife Fund. He also
serves on the board of Yale University Corporation and is chairman of American
Farmland Trust and the Environmental Education and Training Institute of North
America.
[PHOTO OF H. RODNEY SHARP, III
H. RODNEY
SHARP, III Director since 1981 Member,Audit and
APPEARS HERE] Age 63 Compensation Committees
Mr. Sharp is President of the Board of Trustees of Longwood Foundation, Inc.,
and a director of Wilmington Trust Corporation. He is a trustee of St.
Augustine's College (Raleigh, North Carolina) and a trustee and director of
Christiana Care Corporation. Mr. Sharp also serves as treasurer and a director
of Planned Parenthood of Delaware and a director of First Call for Help, Inc.,
and the YMCA of Delaware.
6
<PAGE>
[PHOTO OF CHARLES M. VEST
CHARLES M. VEST
APPEARS HERE] Director since 1993 Chair, Audit Committee
Age 57
Mr. Vest is President of the Massachusetts Institute of Technology. He is a
former provost and vice president of Academic Affairs and dean of Engineering of
the University of Michigan. Mr. Vest is a director of International Business
Machines Corporation, a fellow of the American Association for the Advancement
of Science, and a member of the National Academy of Engineering and the
President's Committee of Advisors on Science and Technology. He is vice chair of
the Council on Competitiveness.
[PHOTO OF GORO WATANABE
GORO WATANABE
APPEARS HERE] Director since 1996 Member, Audit and
Age 64 Environmental Policy Committees
Mr. Watanabe is an Executive Vice President and a Representative Director of
Mitsui & Co., Ltd., an international trading company headquartered in Tokyo,
Japan. He formerly served as senior executive managing director of Mitsui & Co.,
Ltd. and president and chief executive officer of Mitsui & Co. (U.S.A.), Inc.
[PHOTO OF SANFORD I. WEILL
SANFORD I. WEILL
APPEARS HERE] Director since August 1998 Member, Compensation and
Age 66 Strategic Direction Committees
Mr. Weill is Chairman and co-Chief Executive Officer of Citigroup Inc., a
diversified financial services company. He formerly served as chairman and chief
executive officer of Travelers Group. He is a director of AT&T Corporation and
Citigroup Inc., and a member of The Business Council and The Business
Roundtable. He also serves as chairman of the board of trustees of Carnegie Hall
and chairman of the board of overseers of the Joan and Sanford I. Weill Medical
College and Graduate School of Medical Sciences of Cornell University.
[PHOTO OF EDGAR S. WOOLARD, JR.
EDGAR S.
WOOLARD, JR. Director since 1983 Chair, Strategic
APPEARS HERE] Age 65 Direction Committee
Mr. Woolard served as chairman of the Board, chief executive officer, president
and chief operating officer, vice chairman and executive vice president. He is
chairman of the board of Conoco Inc., a director of Apple Computer, Inc., and
Citigroup Inc. and a member of The Business Council. He also serves as a trustee
of Protestant Episcopal Theological Seminary and the Winterthur Museum and
Gardens.
7
<PAGE>
Beneficial Ownership of Securities
Principal Stockholders. As of December 31, 1998, Wilmington Trust Corporation,
Wilmington, Delaware, beneficially owned an aggregate of 75,717,172 shares of
the Company's Common Stock, or 6.6% of such shares outstanding at the time. The
shares held by Wilmington Trust are held of record for trust, estate, custody or
agency accounts and at year-end included 14,167,867 shares held in the DuPont
Flexitrust, a trust created by the Company to satisfy obligations of the Company
under various employee benefit and compensation plans.
Directors and Executive Officers. Following is information concerning beneficial
ownership of shares in DuPont for each director and nominee, executive officers
named in the Summary Compensation Table on page 13 and for all directors and
executive officers as a group as of December 31, 1998. Also included are shares
of DuPont Common Stock granted in 1999 under the Variable Compensation Plan,
restricted stock units granted under the Stock Performance Plan and shares
resulting from option exercises for which delivery is deferred. Under rules of
the Securities and Exchange Commission, "beneficial ownership" is deemed to
include shares for which the individual, directly or indirectly, has or shares
voting or investment power, whether or not they are held for the individual's
benefit.
Amount and Nature of
Beneficial Ownership
--------------------------------------
(Number of Shares)
Voting or
Investment Right to Percent of
Direct(1) Power(2)* Acquire(3) Class(4)
----------- ------------ ------------ ----------
DuPont Common Stock
P. N. Barnevik .............. 3,500 -- -- --
C. J. Crawford .............. 856 -- -- --
L. C. Duemling .............. 156,891 1,137,053 -- --
A. W. Dunham(5) ............. 123,886 -- -- --
E. B. du Pont(5) ............ 1,468,782 7,972,189 -- 0.8%
C. O. Holliday, Jr.(5) ...... 105,341 235,300 442,058 --
L. D. Juliber ............... 4,644 600 -- --
J. A. Krol .................. 209,176 226,969 1,409,120 --
K. M. Landgraf .............. 30,152 -- 195,167 --
S. J. Mobley ................ 19,098 -- 298,667 --
D. H. Reilley ............... 16,005 -- 164,787 --
W. K. Reilly(5) ............. 8,461 -- -- --
H. R. Sharp, III(5) ......... 369,068 6,457,600 -- 0.6%
E. J. Van Wely .............. 32,863 -- 98,973 --
C. M. Vest .................. 4,827 -- -- --
G. Watanabe ................. 1,500 -- -- --
S. I. Weill ................. 15,702 -- -- --
E. S. Woolard, Jr.(5) ....... 361,560 255,300 1,101,240 --
Directors and Executive
Officers as a Group(5) ..... 3,032,606 10,505,489 4,279,844 1.6%
8
<PAGE>
(1) Reported in this column are shares held individually or jointly with
others, or in the name of a bank, broker or nominee for the individual's
account. Also included in this column are stock units credited under the
Variable Compensation Plan, the Salary Deferral and Savings Restoration
Plan and the DuPont Stock Accumulation and Deferred Compensation Plan for
Directors, restricted stock units credited under the Stock Performance Plan
and shares resulting from option exercises for which delivery is deferred.
(2) Reported in this column are other shares with respect to which directors
and executive officers have or share voting or investment power, including
shares directly owned by certain relatives with whom they are presumed to
share voting and/or investment power.
(3) Reported in this column are shares which directors and executive officers
have a right to acquire through the exercise of stock options granted under
DuPont's stock option plans.
(4) Unless otherwise indicated, beneficial ownership of any named individual
does not exceed 0.5% of the outstanding shares of the class.
(5) A. W. Dunham, E. B. du Pont, W. K. Reilly, H. R. Sharp, III, and E. S.
Woolard, Jr., own, directly or indirectly, 209,298, 1,000, 4,446, 20,000
and 12,350 shares, respectively, of Conoco Inc. Common Stock. A.W. Dunham
has the right to acquire 2,450,870 shares of Conoco Inc. Common Stock
through the exercise of stock options. Directors and Executive Officers as
a Group own, directly or indirectly, or have the right to acquire,
2,698,064 shares of Conoco Inc. Common Stock. Directors and Executive
Officers as a Group own directly 100 shares of DuPont Photomasks, Inc.
Common Stock.
* Because they may be deemed to share, directly or indirectly, voting and/or
investment power, E. B. du Pont and H. R. Sharp, III, are each listed as
beneficial owners of the same 5,320,302 shares; E. B. du Pont and J. A.
Krol are each listed as beneficial owners of the same 226,969 shares, and
C. O. Holliday, Jr., and E. S. Woolard, Jr., are each listed as beneficial
owners of the same 235,300 shares. These shares of DuPont Common Stock are
reported only once in the total for directors and executive officers as a
group.
Section 16(a) Beneficial Ownership Reporting Compliance. The Company's directors
and executive officers are required under the Securities Exchange Act of 1934 to
file reports of ownership and changes in ownership of DuPont Common Stock with
the Securities and Exchange Commission and the New York Stock Exchange. During
1998, all such reports were filed on a timely basis.
Compensation Committee Report on Executive Compensation
The Compensation Committee of the Board of Directors (the "Committee") is
responsible for establishing policies and programs for executive officers and
other employees who participate in the Company's Variable Compensation Plan and
Stock Performance Plan. The Committee recommends to the Board of Directors
specific individual compensation actions for employee directors.
The Company's executive compensation policy is to attract, reward and
retain management who will achieve the business objectives of the Company, and
to provide competitive total annual compensation based on positions of
equivalent responsibility within a self-constructed group of peer companies.
Total annual compensation consists of salary and variable compensation. When
determining variable compensation the Committee evaluates the Company's
corporate performance and annual compensation against the peer group, which are
the same companies included in the peer group index used in the stock
performance graph shown on page 16. The policy also provides for competitive
long-term compensation opportunity when compared with other major industrial
companies, including many of those shown in the peer group index.
9
<PAGE>
The Committee believes in management maintaining a significant equity
position in the Company. Stock ownership guidelines were established in 1997 to
better align executive officers and other senior managers with the interests of
stockholders and to encourage a long-term focus in managing the Company. Stock
ownership guidelines vary from a minimum of five times base salary for the CEO
to one and one-half times for Vice Presidents.
Compensation for executive officers consists of several components: salary,
variable compensation, stock options, and restricted stock.
Salary
Consistent with the Company's policy, salaries are about the average of the
peer group. Salary increases for executive officers are based on individual
contribution and position relative to the average of the peer group. This is the
same approach as used for other salaried employees.
Variable Compensation Plan
The Variable Compensation Plan (VCP) provides approximately 8,500 DuPont
employees, including executive officers, with total annual compensation that
varies up or down based on the performance of the Company, the performance of
their business unit and their individual contribution. Typically, 25% of
variable compensation is paid in DuPont Common Stock, and senior management
employees have the choice of receiving up to 100% in stock.
As approved by stockholders, the VCP limits the annual maximum funding to
20% of consolidated net income after deducting 6% of net capital employed. Each
year the Committee reviews operating results, excluding all nonrecurring items,
in determining the overall limit on variable compensation. This ensures that the
amount available for variable compensation fluctuates in relation to the
Company's operating results.
In determining VCP payments to participants for 1998, the Committee used a
formula which consisted of equally weighted components of earnings per share
(EPS) versus the prior year and return on investors' capital (ROIC) versus the
average of the peer group. The formula may be adjusted based on a subjective
assessment of corporate financial performance compared with the peer group. For
1998 the Committee reviewed the Company's performance relative to the peer
group's EPS, ROIC and total shareholder return.
Variable compensation differentiation by business unit is based on
underlying after-tax operating income and cash flow from operations versus each
unit's financial commitment for the year. In addition, payments may be
differentiated by business unit based on a subjective assessment of performance
in such areas as work environment, people development, strategic staffing,
safety, the environment, and specific unit objectives.
In arriving at the level of payments for 1998, the Committee considered
that 1998 EPS (excluding all nonrecurring items) were 86% of 1997 and ROIC was
below the average of the peer group. Average business unit performance was 93%
of commitment. The Committee approved average payments that were 78% of 1997
levels. Payments among businesses ranged from 51% to 149% of the average. The
majority of business units received upward and downward adjustments for safety
and environmental stewardship and for work environment, people development, and
strategic staffing.
Variable compensation payments for 1998 were 31% of the maximum amount
available under the overall VCP limit. Over the past ten years, the Committee
has approved payments on average of 53% of the maximum available.
10
<PAGE>
Stock Performance Plan
Stock options are granted to provide an incentive primarily for employees
responsible for the growth and success of the Company. Stock option grants are
also intended to encourage the ownership of DuPont stock and thereby further the
identity of interests of optionees with those of the Company's stockholders.
About 1,350 employees, including executive officers, key leaders in all global
regions and middle management, received grants in 1998.
The Committee has established stock option targets for each participating
level of responsibility within the Company based on a survey conducted by
Frederic W. Cook & Co., Inc., of 43 large industrial companies. The consulting
firm's survey included ten of the peer group companies used for the total annual
compensation and stock performance graph comparisons referenced above, as well
as other publicly traded companies with multibillion dollar revenues. This
broader group of companies, rather than the peer group, is used for determining
long-term compensation because of the greater variability in value of long-term
compensation plans. Corporate financial performance may be considered by the
Committee in determining the number of stock options granted. Targets for DuPont
are set to be near the median long-term incentive opportunity granted by the
survey group.
Stock options are typically granted annually. Individual grants may range
from 50% to 150% of the target for each level of responsibility to reflect
potential and individual performance including achievement of critical operating
tasks in such areas as organizational capacity and strategic positioning. In
addition to annual grants, special stock option grants are made to employees to
recognize advancement to key senior management positions and to recognize
significant achievements. Typically, annual grants are made at market price on
the date of grant and, after they become exercisable over a multiyear vesting
period, have value only if the price of DuPont Common Stock has increased to a
value greater than at the grant date.
A reload feature is available to accelerate management's achievement of the
stock ownership guidelines. Participants are eligible for reload options upon
the exercise of previously granted stock options with the condition that shares
received from the exercise are held for at least two years. Reloads are granted
as nonqualified stock options at fair market value and have a term equal to the
remaining term of the original option. Reload options do not increase the
combined number of shares and options held by the executive prior to the
exercise.
Restricted stock or stock units may also be granted under the Stock
Performance Plan as a component of competitive long-term compensation. Grants
are made very selectively to attract, retain or reward individuals in specific
situations. Restricted stock is awarded to more closely align the interests of
the recipient with the long-term success of the Company. Typically, restricted
stock must be held for a period of at least three years.
Compensation for the Chief Executive Officer (CEO)
The Compensation Committee uses the position of Executive Vice President as
the benchmark tie to the peer group rather than that of CEO for determining the
CEO's total annual compensation. This practice has been used to address concerns
over the upward spiral of CEO pay and the widening divergence in CEO
compensation compared to the average employee. Total annual compensation for the
CEO remains about twice that of an Executive Vice President position.
There were two CEOs in 1998: John A. Krol and Charles O. (Chad) Holliday,
Jr.
Mr. Krol served as CEO through January 31, 1998 and retired as an employee
of the Company on March 1, 1998. He continued to serve as Chairman of the Board
of Directors until December 31, 1998. In recognition of his significant efforts
in ensuring a successful transition in leadership, Mr. Krol received a salary
associated with his service as CEO of $162,500 and a variable compensation award
of $285,000, 100% of target for his position on a prorated basis.
11
<PAGE>
In November 1997 Mr. Holliday became President and CEO designate and on
February 1, 1998 became CEO. In recognition of his substantially increased
responsibility, the Committee approved a salary increase of 49% for Mr.
Holliday, taking his salary to an annual rate of $1,000,000. To more closely
align his overall compensation with the long-term success of the Company, Mr.
Holliday also received a restricted stock grant of 20,000 shares with no vesting
for five years.
Mr. Holliday's variable compensation for 1998 was 100% of the target
for the CEO position. Consistent with Company performance and with the grants
awarded to other corporate employees his 1998 grant was about 75% of the 1997
variable compensation target for the CEO position. Mr. Holliday's 1998 grant was
based on the increased responsibilities he assumed in November 1997 and February
1998, and is therefore 62% greater than his 1997 award, which was based on his
role as an Executive Vice President for most of the year. Mr. Holliday in 1998
also received a stock option grant that was 100% of target for his position.
The Compensation Committee's philosophy that CEO compensation should be
directly related to successful development and execution of corporate strategic
direction resulted in a rebalance of Mr. Holliday's compensation for 1999. Under
Mr. Holliday's leadership, the Company has taken several important steps
consistent with the strategic direction, including the successful initial public
offering of Conoco Inc., the largest IPO in U.S. history, and the purchase of
Merck's interest in The DuPont Merck Pharmaceutical Company.
Consistent with the Committee's decision to rebalance his compensation
program, Mr. Holliday will not receive a salary increase in 1999. He received a
normal stock option grant of 300,000 options in February 1999. Additionally, he
received a special grant of 700,000 premium options with a grant price of $75
per share versus a market price of $52.50 on date of grant. These options may
not be exercised until three years after grant. This special premium option
grant reinforces the Committee's philosophy that CEO compensation should be more
directly related to the successful execution of the Company's strategic
direction.
* * * * *
The federal tax laws impose requirements in order for compensation
payable to the CEO and certain executive officers to be fully deductible. The
Company has taken appropriate actions to preserve its income tax deduction.
The Compensation Committee believes the executive compensation programs
and practices described above are competitive. They are designed to provide
increased compensation with improved financial results and provide additional
opportunity for capital accumulation, but only if shareholder value is
increased.
COMPENSATION COMMITTEE
Lois D. Juliber, Chair
H. Rodney Sharp, III
Sanford I. Weill
12
<PAGE>
Compensation and Stock Option Information
The following table shows information about the compensation of the
Company's chief executive officers and five other highest paid executive
officers. Two additional tables provide detailed information about these
employees' stock options.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
------------------------------------------------------- ----------------------------------------
Variable Other Restricted Shares Under- All Other
Name and Compensation Annual Stock lying Options Compensa-
Principal Position Year Salary (Bonus)(1) Compensation(2) Awards(3) Granted(4) tion(5)
------------------ ---- -------- ------------ --------------- --------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J. A. Krol 1998(6) $162,500 $ 285,000 -- -- -- $ 7,313
Chief Executive Officer 1997 975,000 2,100,000 -- -- 898,222 29,250
1996 900,000 1,500,000 -- -- 206,000 27,000
C. O. Holliday, Jr. 1998 972,663 1,700,000 -- $1,085,410 230,000 28,360
Chief Executive Officer 1997 526,400 1,050,000 $481,498 -- 517,859 15,792
1996 472,000 710,000 597,319 -- 68,000 14,160
A. W. Dunham 1998(7) 717,900 1,083,000 29,946 -- 142,000 50,577
Executive Vice President 1997 667,500 1,450,000 -- -- 290,376 39,950
President & CEO, Conoco 1996 600,000 1,020,000 -- -- 210,000 36,000
K. M. Landgraf 1998 510,400 625,000 -- 162,811 68,300 15,252
Executive Vice President 1997 466,400 710,000 -- -- 196,400 13,992
1996 36,700(8) -- -- -- 24,000(8) 1,101
E. J. Van Wely 1998 564,300(9) 543,000(9) 81,336 -- 55,650 --
Senior Vice President 1997 464,600 482,000 -- -- 114,190 --
1996 458,900 423,000 -- -- 40,000 --
D. H. Reilley 1998 336,900 368,000 -- 196,331 31,900 9,838
Senior Vice President 1997 240,840 264,000 -- -- 79,100 7,017
1996 220,880 237,000 -- -- 25,400 6,630
S. J. Mobley 1998 371,200 328,000 -- -- 35,600 11,103
Senior Vice President 1997 338,050 386,000 -- -- 91,200 10,023
1996 322,400 324,000 -- -- 34,000 9,670
</TABLE>
- -----------
(1) On average, about 25% of variable compensation is paid in DuPont Common
Stock.
(2) For 1997 and 1996, respectively, includes $166,500 and $469,234 for C. O.
Holliday, Jr. for reimbursement of taxes in excess of those that would have
been incurred in his base country; and for 1997 and 1996, respectively,
includes $307,790 and $120,285 for C. O. Holliday, Jr. in foreign housing
allowances and other customary payments for expenses related to overseas
assignments. For 1998, includes $81,336 for E. J. Van Wely in foreign
housing allowances and other customary payments for expenses related to
overseas assignments. Also includes $29,946 for A. W. Dunham for
reimbursement for the payment of taxes.
(3) Reflects value as of December 31, 1998, at closing price for DuPont Common
Stock of $53.0625, of restricted stock grants awarded under DuPont Stock
Performance Plan with vesting periods of at least three
13
<PAGE>
years. C. O. Holliday, Jr. received 20,000 restricted stock units in
February 1998 at a grant price of $58.7813 per share. K. M. Landgraf
received 3,000 restricted stock units in February 1998 at a grant price of
$59.375 per share. D. H. Reilley received 3,700 restricted stock units in
December 1998 at a grant price of $52.7813 per share.
(4) For E. J. Van Wely, includes reload options of 23,150. See Notes 1 and 2 of
the Option Grants Table and Note 1 of the Aggregated 1998 Option
Exercises/Year-End 1998 Option Values Table for more detail on the reload
feature, which is also described in the Compensation Committee Report on
Executive Compensation at page 11.
(5) The Company's matching contributions made pursuant to the Company's savings
and thrift plans, including the following amounts credited under the
related savings restoration plan in 1998: $6,113 for J. A. Krol; $23,560
for C. O. Holliday, Jr.; $41,077 for A. W. Dunham; $10,452 for K. M.
Landgraf; $5,038 for D. H. Reilley; and $6,303 for S. J. Mobley.
(6) J. A. Krol retired from the Company on March 1, 1998.
(7) A. W. Dunham ceased being an executive officer of the Company effective
October 30, 1998 in connection with the initial public offering of Conoco
Inc. The options to purchase DuPont Common Stock reflected in this table
for A. W. Dunham were replaced with options on Conoco Inc. Common Stock in
October 1998.
(8) K. M. Landgraf became a DuPont employee and received an option grant when
he was appointed a Senior Vice President effective December 1, 1996.
(9) E. J. Van Wely's salary and variable compensation are calculated in
accordance with the compensation structure used by DuPont's European
operations.
OPTION GRANTS TABLE
<TABLE>
<CAPTION>
Potential Realizable Value at
Assumed Annual Rates of
Stock Price Appreciation
Individual Option Grants in 1998(1)(2) for Option Term(4)
-------------------------------------- ----------------------------------------
Number of Percent
Shares of Total
Underlying Options Expira-
Options Granted Exercise tion
Name Granted in 1998 Price(3) Date 0% 5%(5) 10%(6)
-------- ------- -------- ------ ------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J. A. Krol(7)........... 0 0 0 0 0 0 0
C. O. Holliday, Jr...... 230,000 3.97% $59.50 2/03/08 0 $ 8,602,000 $21,827,000
A. W. Dunham(8).......... 142,000 2.45 59.50 2/03/08 0 5,310,800 13,475,800
K. M. Landgraf.......... 68,300 1.18 59.50 2/03/08 0 2,554,420 6,481,670
E. J. Van Wely.......... 32,500 0.56 59.50 2/03/08 0 1,215,500 3,084,250
23,150 0.40 82.09 1/28/07 0 1,004,856 2,449,416
D. H. Reilley........... 31,900 0.55 59.50 2/03/08 0 1,193,060 3,027,310
S. J. Mobley............ 35,600 0.61 59.50 2/03/08 0 1,331,440 3,378,440
</TABLE>
- ------------
<TABLE>
<S> <C> <C>
All Stockholders'
Gains.......... increase in market value of DuPont
Common Stock at assumed rates of
stock price appreciation(5) $43,113,303,587 $109,397,125,947
All Optionees'
Gains.......... as a percent of all stockholders'
gains(6) 0.50% 0.50%
</TABLE>
14
<PAGE>
(1) Stock options are exercisable beginning one to three years from date of
grant and have a term of ten years. The closing price of DuPont Common
Stock on the NYSE-Composite Transactions Tape must be at least 120% of the
option price for a period of five consecutive trading days for the options
to be exercisable.
(2) Shares shown in italics are subject to reload options which were granted
when a previously granted option was exercised. These reload options have
not increased the combined number of shares and options held by the
executive prior to exercise. The reload feature was added in 1997 to
accelerate stock ownership by executives. The shares of DuPont Common Stock
received upon exercise of the original stock option must be held for at
least two years. Reload options are granted at fair market value on the
date of exercise of the original option, have a term equal to the remaining
term of the original option, and are exercisable six months from date of
reload grant.
(3) The exercise price is the average of the high and low prices of DuPont
Common Stock as reported on the NYSE-Composite Transactions Tape on the
date of grant.
(4) Represents total appreciation over the exercise price at the assumed annual
appreciation rates of 0%, 5% and 10% compounded annually for the term of
the option.
(5) Calculated from the $59.50 exercise price applicable to most options
granted under the Stock Performance Plan in 1998 based on the 1,152,762,128
shares outstanding on the February 4, 1998 grant date for those options.
(6) Represents potential realizable value for all options granted under the
Stock Performance Plan in 1998 as compared to the increase in market value
of DuPont Common Stock at assumed rates of stock price appreciation.
Potential realizable value for all such options granted in 1998 is
calculated from the $59.50 exercise price applicable to most options
granted in 1998 under the Plan.
(7) J. A. Krol retired from the Company on March 1, 1998.
(8) A. W. Dunham ceased being an executive officer of the Company effective
October 30, 1998 in connection with the initial public offering of Conoco
Inc. The options to purchase DuPont Common Stock reflected in this table
for A. W. Dunham were replaced with options on Conoco Inc. Common Stock in
October 1998.
AGGREGATED 1998 OPTION EXERCISES/YEAR-END 1998 OPTION VALUES TABLE
<TABLE>
<CAPTION>
Shares Underlying Value of Unexercised
Option Unexercised Options In-the-Money Options
Exercises in 1998 Held at Dec. 31, 1998 Held at Dec. 31, 1998(2)
--------------------- -------------------------- ---------------------------
Shares
Underlying Value
Name Options Realized(1) Exercisable Unexercisable Exercisable Unexercisable
- ---- ------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
J. A. Krol(3).......... 87,378 $ 3,786,295 1,057,620 351,500 $12,960,379 $ 163,969
C. O. Holliday, Jr..... - - 273,791 521,600 1,387,817 51,525
A. W. Dunham(4)........ - - - - - -
K. M. Landgraf......... - - 98,200 190,500 184,238 41,738
E. J. Van Wely......... 36,200 1,071,292 51,940 81,700 113 20,363
D. H. Reilley.......... 7,694 470,063 121,204 77,850 2,092,715 18,534
S. J. Mobley........... 9,800 366,888 241,200 81,200 5,164,100 25,650
</TABLE>
- -------------------
(1) Represents the pre-tax gain, which is the difference between the market
value of the shares on the date of exercise of the options and the exercise
price. The reload feature prohibits distribution of all gains, as described
in the Compensation Committee Report on Executive Compensation at page 11
and Note 2 of the Option Grants Table. The gains after taxes are converted
to shares of DuPont Common Stock that may not be sold or transferred for at
least two years. 100% of gains for E. J. Van Wely resulted from the reload
feature.
15
<PAGE>
(2) Represents the closing price for DuPont Common Stock on December 31, 1998
of $53.0625 less the exercise price for all outstanding exercisable and
unexercisable options for which the exercise price is less than such
closing price. Exercisable options have been held at least one year from
the date of grant (or six months in the case of reload options) and have
met applicable stock price hurdles. Unexercisable options have either not
met the applicable vesting requirements or have not met the applicable
price hurdles.
(3) J. A. Krol retired from the Company on March 1, 1998.
(4) A. W. Dunham ceased being an executive officer of the Company effective
October 30, 1998 in connection with the initial public offering of Conoco
Inc. A. W. Dunham's outstanding options to purchase DuPont Common Stock
were replaced with options on Conoco Inc. Common Stock in October 1998.
Stock Performance Information
The following graph presents the cumulative, five-year total return for
DuPont Common Stock compared with the S&P 500 Stock Index and a peer group of
companies. DuPont has used this peer group for several years to compare
compensation for senior management, and seven of the twelve companies are direct
competitors. The peer group companies are: AlliedSignal, Amoco, Dow Chemical,
Eastman Kodak, Exxon, Ford Motor, General Electric, International Business
Machines, Minnesota Mining and Manufacturing, Monsanto, Union Carbide and Xerox.
[LINE GRAPH APPEARS HERE]
1993 1994 1995 1996 1997 1998
Dupont $100 $120.1 $154.3 $213.5 $278.3 $251.3
S&P 500 100 101.3 139.4 171.4 228.5 293.8
Peer Froup 100 105.5 141.5 189.7 251.3 352.5
The graph assumes that the value of the investment in DuPont Common Stock,
the S&P 500 Stock Index and the peer group of companies each was $100 on
December 31, 1993 and that all dividends were reinvested. The peer group is
weighted by market capitalization.
16
<PAGE>
Retirement Benefits
Retirement benefits for DuPont employees under the DuPont Pension and
Retirement Plan are based on an employee's years of service and average monthly
pay during the employee's three highest-paid years. "Average monthly pay" for
this purpose includes regular compensation and 100% of annual variable
compensation payments, but excludes other bonuses and compensation in excess of
limits imposed by the Internal Revenue Code. The Internal Revenue Code limits
the amount of annual benefits which may be payable from the pension trust.
Retirement benefits provided under the pension plan in excess of these
limitations are paid from the Company's general revenues under separate,
nonfunded pension restoration plans.
Estimated Annual Retirement
Salary and Benefits Based on Service of
Variable -------------------------------------------------
Compensation 30 Years 35 Years 40 Years 45 Years
- ------------ ---------- ---------- ---------- ----------
$ 550,000 ............... $ 240,000 $ 281,000 $ 322,000 $ 363,000
1,090,000 ............... 483,000 564,000 646,000 728,000
1,630,000 ............... 726,000 848,000 970,000 1,092,000
2,170,000 ............... 969,000 1,131,000 1,294,000 1,457,000
2,710,000 ............... 1,212,000 1,415,000 1,618,000 1,821,000
3,250,000 ............... 1,455,000 1,698,000 1,942,000 2,186,000
The above table illustrates the straight life annuity amounts payable under
the DuPont Pension and Retirement Plan and pension restoration plans to DuPont
employees retiring at age 65 in 1999. As of normal retirement age (65), the
years of service credited for retirement benefits for active DuPont employees
named in the Summary Compensation Table on page 13 would be as follows: 43 years
for C. O. Holliday, Jr., 31 years for K. M. Landgraf, 44 years for E. J. Van
Wely, 44 years for D. H. Reilley and 38 years for S. J. Mobley. J. A. Krol
retired March 1, 1998, with about 34 years of service. A. W. Dunham ceased being
an executive officer of the Company on October 30, 1998 in connection with the
initial public offering of Conoco Inc.
2-RATIFICATION OF INDEPENDENT ACCOUNTANTS
Article III, Section 5, of the Bylaws provides that it shall be the duty of
the Audit Committee to employ, subject to stockholder ratification at each
annual meeting, independent accountants to audit the books of account,
accounting procedures and financial statements of the Company for the year and
to perform such other duties as prescribed from time to time by the Audit
Committee. On April 29, 1998, the stockholders ratified the appointment by the
Audit Committee of PricewaterhouseCoopers LLP to perform the functions assigned
to it in accordance with the Bylaws.
PricewaterhouseCoopers LLP has served as independent accountants of the
Company continuously since 1954. It is believed that its knowledge of the
Company's business gained through this period of service is most valuable.
Partners and employees of the firm who work on the Company's account are
periodically changed, thus giving the Company the benefit of new thinking and
approaches in the audit area.
During 1998, PricewaterhouseCoopers LLP audited the Company's annual
consolidated financial statements and those of a significant majority of its
subsidiaries, reviewed financial information in filings with the Securities and
Exchange Commission and other regulatory agencies, audited employee benefit
plans and provided various other services. Worldwide fees for all services
provided by PricewaterhouseCoopers LLP totaled $31 million for the year, of
which $6.6 million was for the annual audit of the Company's consolidated
financial statements and those of its subsidiaries.
17
<PAGE>
Subject to ratification by the holders of DuPont Common Stock, the
Audit Committee has reemployed PricewaterhouseCoopers LLP as independent
accountants to perform an examination of the Company's consolidated financial
statements for the year 1999 and to render other services as required of them.
Representatives of PricewaterhouseCoopers LLP are expected to be present at
the meeting and will have an opportunity to address the meeting and respond to
appropriate questions.
The Board of Directors recommends that you vote "FOR" the following
resolution:
Resolved: That the action of the Audit Committee in employing
PricewaterhouseCoopers LLP as independent accountants for the year 1999 to
perform the functions assigned to them in accordance with Article III,
Section 5, of the Bylaws of E. I. du Pont de Nemours and Company hereby is
ratified.
3--STOCKHOLDER PROPOSAL ON ANNUAL MEETING LOCATION
Mrs. Evelyn Y. Davis, Watergate Office Building, 2600 Virginia Avenue,
N.W., Suite 215, Washington D.C., owner of 300 shares of DuPont Common Stock,
has given notice that she will introduce the following resolution and statement
in support thereof:
Resolved: That the stockholders of DuPont recommend that the Directors take
the necessary steps to rotate the annual meeting each year to different
parts of the country where DuPont has plant locations and/or large
concentrations of stockholders.
Stockholder's Statement
REASONS: Many companies rotate their annual meetings each year to various
locations including IBM, Xerox, General Electric, U.S. West, Lockheed Martin,
United Technologies, Time Warner and many, many others.
Stockholders in other parts of the country should also have the opportunity
to meet management and directors. The many problems the Company faces makes
maximum attendance by outside independent stockholders most desirable.
If you AGREE, please mark your proxy FOR this resolution.
Position of the Board of Directors
The Board of Directors recommends that you vote "AGAINST" this
proposal.
The Board recognizes that while no one location will be convenient for
everyone, Wilmington, Delaware is centrally located between New York and
Washington, D.C. where many Company stockholders reside and can be conveniently
reached by car, train, or plane. Approximately 14,000 recordholders of the
Company's Common Stock live in Delaware.
The Company continues to seek to control costs in reasonable ways,
including minimizing the cost of the Annual Meeting. Holding the meeting in
Wilmington, Delaware, the Company's headquarters, is less expensive than
rotating the meeting site to other cities where the Company would incur higher
costs for the facility, leasing of equipment, transportation and other items.
18
<PAGE>
The Board will continue to review the location of the Annual Meeting
from time to time and, at some point, may decide to hold a meeting in some other
location. However, at this time, the Board believes that it is in the best
interest of the stockholders to hold the Annual Meeting in Wilmington, Delaware.
4--STOCKHOLDER PROPOSAL ON EXECUTIVE COMPENSATION
The International Brotherhood of DuPont Workers, P.O. Box 16333,
Louisville, Kentucky, owner of 60 shares of DuPont Common Stock, has given
notice that it will introduce the following resolution and statement in support
thereof:
Resolved: That the stockholders of E. I. du Pont de Nemours and Company,
assembled in annual meeting and by proxy, hereby request that the Board of
Directors consider the following nonbinding proposal: To implement a plan
that would limit the total annual cash compensation of the executive
officers of DuPont so that this compensation would be increased each year
by an amount not greater than that of the increase in the consumer price
index for the preceding year.
Stockholder's Statement
This proposal was included in the 1998 proxy statement and received the
support of 18.5% of the stockholders who voted. The reasons for the proposal
remain as valid as ever.
This is a difficult time for this Company. Profits have declined
dramatically. Yet despite this performance, we can expect the executive officers
of DuPont to receive extraordinarily generous grants of stock options as well as
salary increases. And why wouldn't this be the expected result? That is what has
happened in the past.
Consider: Mr. Krol's cash compensation increased by 77 percent from 1995 to
1997. Mr. Holliday's cash compensation increased by 33 percent in just one year,
from 1996 to 1997.
These increases do not count the value of the options they were awarded. In
1997 alone, Mr. Krol received options that DuPont valued at between $9.4 million
and $47.6 million. The options received by Mr. Holliday in 1997 are valued at
between $10.8 million and $34.7 million.
The justification for these increases can be stated in the following way.
If it was a profitable year for the Company, then it was a result of
the leadership they provided.
If it was not a profitable year for the Company, then this was a result of
forces outside their control and only as a result of their leadership can we
expect a return to profitability.
In either event, the results are the same. They should receive our thanks
and be handsomely rewarded.
Yet for the past decade, wage roll employees have received a yearly wage
increase that has averaged less than 3 percent - an amount below that of the
increase in the consumer price index. Moreover, since January 1, 1997, they have
paid 50 percent of all health care cost increases.
Favorable action on this proposal would bring the percentage increase in
----------
executive officer cash compensation more in line with that provided to wage roll
employees. Incentive for superior performance would still be present in the form
of stock options. Making this change would bring some sense of equity and
fairness to the issue of executive compensation and would be applauded by the
employees of DuPont as well as the general public. This would serve DuPont well,
given its global stature and its increasing prominence in the marketplace.
If you AGREE, please mark your proxy FOR this resolution.
19
<PAGE>
Position of the Board of Directors
The Board of Directors recommends that you vote "AGAINST" this proposal.
DuPont must continue to attract, retain and motivate talented employees at
all levels of responsibility so that the Company can successfully grow its
businesses and increase shareholder value. The Company's policy is to pay
competitively for all positions. DuPont competes at each site for locally hired
employees, while the competition for most technical, managerial and business
leadership positions is primarily on a national or global basis. Executive
compensation policies and programs are described in the Compensation Committee's
report beginning on page 9.
As early as 1990, to address concerns over the upward spiral of CEO
compensation, DuPont established CEO pay by setting it relative to pay for
senior positions below CEO rather than tying it to that of other CEOs. The
practice that DuPont initiated results in the CEO being conservatively
compensated compared to CEOs at other major companies. In addition, a
significant portion of compensation - up to 65% - is "at risk," fluctuating
based on performance against measurable commitments. Thus, over a 10-year
period, annual CEO compensation increased in four years, decreased in five years
and remained constant in one year, principally due to swings in the Company's
financial performance.
In the Board's judgment, the current executive compensation policy approved
by the Compensation Committee has the flexibility to attract, retain and
motivate creative and committed business leaders who will meet the challenges of
a demanding global marketplace.
5--STOCKHOLDER PROPOSAL ON COMMITTEE MEMBERSHIP
The International Brotherhood of Teamsters General Fund, 25 Louisiana
Avenue, N.W., Washington, D.C., owner of 90 shares of DuPont Common Stock, has
given notice that it will introduce the following resolution and statement in
support thereof:
Resolved: that the shareholders urge that the board of directors adopt a
policy that no board member shall serve on the Compensation Committee if he
or she is not an independent director. For these purposes, the board should
adopt the following definition of independence to mean a director who: .
has not been employed by the Company or an affiliate in an executive
capacity;
. is not a member of a corporation or firm that is one of the Company's
paid advisers or consultants;
. is not employed by a significant customer or supplier to the Company;
. has no personal services contract with the Company or one of its
affiliates;
. is not part of an interlocking directorate in which the CEO or other
executive officer of the Company serves on the board of another
corporation that employs the director;
. and does not have any personal, financial and/or professional
relationships with the CEO or other executive officer that would
interfere with the exercise of independent judgment by such director.
Stockholder's Statement
The purpose of this proposal is to incorporate within the Compensation
Committee a standard of independence that will permit objective decision making
on compensation issues at E. I. du Pont de Nemours and Company ("DuPont"). While
DuPont does require that directors meet a minimal standard of independence to
serve on the committee, this standard is not sufficient to ensure that a
director is free of relationships that could diminish his or her independent
judgement.
20
<PAGE>
Shareholders would be best served if members of the Committee are truly
independent. This is especially important in light of the large compensation
packages awarded to executive officers of DuPont.
For the above reasons, we urge a vote FOR this resolution.
Position of the Board of Directors
The Board of Directors recommends that you vote "AGAINST" this proposal.
The Board of Directors fully agrees that decisions concerning the
compensation of executive officers should be made by a committee of independent
directors. The Board believes that each of the members of its Compensation
Committee is independent. Each member of the Board's Compensation Committee
meets the requirements for independence set forth in rules of both the
Securities and Exchange Commission and the Internal Revenue Service. The Company
routinely reviews the extent of any relationships between the Company and
individual directors or entities with which they are affiliated.
In the Board's judgment, the standards of independence suggested by the
proposal are unduly restrictive when applied to large complex businesses such as
the Company's and would deprive the Committee of expert independent judgment. By
comparison, the SEC and IRS rules referred to above take into account that
customary commercial transactions in the ordinary course of business do not
interfere with a director's ability to exercise independent judgment.
The Board believes that the intent of the proposal has been met and, if
adopted, the proposal would unreasonably exclude a broad range of current and
future directors from service on the Compensation Committee.
6--STOCKHOLDER PROPOSAL ON BOARD COMPOSITION
Thomas T. Gniewek, Jr. of 123 Norwood Drive, Camden, Tennessee 38320, owner
of 1,334 shares of DuPont Common Stock, has given notice that he will introduce
the following resolution and statement in support thereof:
WHEREAS shareholders believe that our board of directors needs to be more
representative of shareholders and reflect a diverse workforce and population so
our company can remain competitive and,
Recently the Investor Responsibility Research Center reported inclusiveness
at senior management and board levels was only 9% within Fortune 500 companies.
If we are to successfully compete in the increasingly diverse global
marketplace of the future, we must select the best people regardless of race,
gender, religion, or physical challenge.
We believe a more diverse board with its wider range of prespectives would
improve the quality of corporate decisionmaking. We request our corporation to
enlarge its search for qualified board members including minorities and women.
The recent proxy of W. R. Grace states their Board... "recognizes that its
composition should reflect the global nature of the company's operation and the
diversity of its workforce. The Board also recognizes that it is in a unique
position to 'set the tone at the top' and to demonstrate its belief that
diversity makes good business sense."
21
<PAGE>
Though DuPont has two women and one African American on its board, we do
believe this is inadequate to provide the necessary diversity for DuPont to
effectively compete in the future.
We request that the Board promptly takes steps to include additional
minorities and women candidates for nominations to the Board starting in 1999
and thereafter.
THEREFORE, BE IT RESOLVED that the shareholders request:
The Board issue a policy publicly committing the company to a more diverse
board, a program of steps, and the timeline to move further in that direction.
The Board make available in annual report starting in 1999 summarizing
efforts to encourage and increase the diversification of:
. our Board of Directors
. our Board search firms
. all Board of Directors committees.
Stockholder's Statement
Strong support for this proxy was shown at the 1998 annual meeting when
8.4% of 55,706 voting stockholders cast their ballots for the proxy, 91.6%
against.
Responding to stockholder questions Chairman Krol said the company has no
quotas for increasing diversity of rank and file employees. Mr. Krol explained
that the company has set its "own targets internally" and is "ahead of the
curve" in meeting these targets.
Subsequent to the meeting it was learned that the "target" is to reduce the
percentage of white males on the payroll while increasing that of minorities and
women with a "target" percentage to be met by 2005. Employees have been so
notified.
Yet the Board opposes this proxy which in effect requests that the board be
held to the same standards and "targets" as all other employees. Mr. Krol also
said all individual Board members unanimously voted their shares against this
proxy. This position of the Board collectively and individually is inconsistent
with its stated policy and is unfair to other employees.
The proxy respectfully requests the Board "...'to set the tone at the top'
and to demonstrate its belief that diversity makes good business sense." This is
a worthy "target."
By voting in favor, stockholders can help meet this target. Individual
Board members can set an example by voting in favor.
Please vote for this proxy.
Position of the Board of Directors
The Board of Directors recommends that you vote "AGAINST" this proposal.
DuPont shares a commitment to diversity in the composition of the Board of
Directors. For nearly 25 years, the Board has included an African American man,
and one or more women. More recently, the Board has also included a European and
an Asian.
The Company believes that its Board should be composed of individuals who
bring varied perspectives, enriched by diverse backgrounds and experiences, to
bear on issues facing the Company. When the nominating
22
<PAGE>
committee reviews potential nominees, its practice is to consider a wide range
of criteria which will vary over time, depending on the needs of the Board. A
key objective is to identify candidates uniquely qualified to add a valuable
perspective. The committee evaluates thoroughly all potential candidates,
including white women, African Americans and other people of color. Through the
Proxy Statement, the Company has been regularly reporting to stockholders on the
diverse makeup of the Board and its committees.
The composition of the Board is evidence of the effectiveness of existing
selection procedures and the Company's sustained commitment to Board diversity
for more than two decades. Therefore, the Board believes that the objectives of
the proposal are already being met.
OTHER MATTERS
The Board of Directors knows of no other proposals that may properly be
presented for consideration at the meeting but, if other matters do properly
come before the meeting, the persons named in the proxy will vote your shares
according to their best judgment.
23
<PAGE>
[RECYCLE LOGO APPEARS HERE]
Printed on Recycled Paper
(10% postconsumer waste)
<PAGE>
P [LOGO OF DUPONT
R APPEARS HERE] PROXY / VOTING INSTRUCTION CARD
O E.I. DUPONT DE NEMOURS AND COMPANY
X THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Y
The undersigned hereby appoints C.J. Crawford, C.O. Holliday, Jr., and C.M.
Vest, or any of them, each with power of substitution, as proxies for the
undersigned to vote all shares of Common Stock of said Company which the
undersigned is entitled to vote at the Annual Meeting of Stockholders to be
held on Aril 28, 1999, and any adjournments thereof, as hereinafter
specified and, in their discretion, upon such other matters as may properly
come before the meeting. The undersigned hereby revokes all proxies
heretofore given.
As described on page 1 of the proxy statement, this proxy also provides
voting instructions for shares held for the account of the undersigned in
the employee savings and stock ownership plans. A trustee for these plans
will vote these shares as directed provided your voting instruction is
received by April 22, 1999. A trustee for the employee savings plans may
vote in its discretion all shares held in these plans for which no voting
instructions are received. Shares held through the Conoco Employee Stock
Ownership Plan will be voted for you only if you give voting instructions.
Other shares owned by you will be voted only if you sign and return a proxy
card, vote by internet or telephone, or attend the meeting and vote by
ballot.
On matters for which you do not specify a choice, your shares will be voted
in accordance with the recommendation of the Board of Directors.
<TABLE>
<S> <C>
(Change of Address/Comments)
Nominees for the Election of Directors are:
----------------------------------
1. C.J. Crawford 7. W.K. Reilly
2. L.C. Duemling 8. H.R. Sharp ----------------------------------
3. A.W. Dunham 9. C.M. Vest
4. E.B. du Pont 10. G. Watanabe ----------------------------------
5. C.O. Holliday, Jr. 11. S.I. Weill
6. L.D. Juliber 12. E.S. Woolard, Jr. ----------------------------------
(If you have written in the above
space, please mark the corresponding
box on the reverse side of this card)
</TABLE>
Your shares will not be voted unless you vote by internet or telephone as
described on the reverse side, or sign and return this card.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE --IF YOU ARE RETURNING YOU PROXY CARD BY MAIL
E.I. DU PONT DE NEMOURS
AND COMPANY
ANNUAL MEETING OF STOCKHOLDERS
April 28, 1999
10:30 a.m.
The Playhouse Theatre
DuPont Building
1007 Market Street
Wilmington, Delaware
<PAGE>
Please mark your |
[X] votes as in this |
example. |
+-----
When properly executed this proxy will be voted in the manner directed
herein. If no direction is made, this proxy will be voted FOR proposals
1 and 2 and AGAINST proposals 3 through 6.
- -------------------------------------------------------------------------------
The Board of Directors recommends a vote "FOR" Board proposals 1 and 2.
- --------------------------------------------------------------------------------
FOR WITHHELD FOR AGAINST ABSTAIN
1.Election of [_] [_] 2.ON INDEPENDENT [_] [_] [_]
Directors. ACCOUNTANTS
(see reverse)
To withhold authority to vote for any nominee, specify name below:
- ---------------------------------
- -------------------------------------------------------------------------------
The Board of Directors recommends a vote
"AGAINST" the following stockholder proposals.
- -------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
3.On Annual Meeting Location [_] [_] [_]
4.On Executive Compensation [_] [_] [_]
5.On Committee Membership [_] [_] [_]
6. On Board Composition [_] [_] [_]
Send Annual
Meeting Ticket [_]
Discontinue Annual
Report Mailings for
this Account [_]
Change of
Address/Comments [_]
SIGNATURE(S)_________________________________ DATE______________
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such. If the signor is a corporation,
sign the full corporate name by duly authorized officer.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE -- IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL
VOTE BY INTERNET OR TELEPHONE
Quick & Easy --24 hours a day, 7 days a week
DuPont encourages stockholders to take advantage of two cost-effective and
convenient alternatives to vote
your shares --by Internet or telephone.
Log onto the Internet and type:http://www.vote-by-net.com
* Have your proxy card ready and follow the simple instructions
* You will be able to elect to receive future mailings via the Internet.
On a touch-tone phone, call toll-free 1-800-652-8683 (outside the US and
Canada, call 201-324-0377) and you will hear these instructions:
* Enter the last four digits of your social security number; and
* Enter the control number from the box just below the perforation on
the proxy card.
* You will then have two options:
OPTION 1: to vote as the Board of Directors recommends for all
proposals: or
OPTION 2: to vote on each proposal separately.
* Your vote will be repeated to you and you will be asked to confirm it.
Internet or telephone voting provides the same authorization to vote your shares
as if you marked, signed, dated and returned the proxy/voting instruction card.
If you vote by Internet or telephone, please do not mail your proxy card.
THANK YOU FOR VOTING
<PAGE>
E. I. du Pont de Nemours and Company
PROXY/VOTING INSTRUCTIONS
E. I. DU PONT DE NEMOURS AND COMPANY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints C. J. Crawford, C. O. Holliday, Jr., and C.M.
Vest, or any of them, each with power of substitution, as proxies for the
undersigned to vote all shares of Common Stock of said Company which the
undersigned is entitled to vote at the Annual Meeting of Stockholders to be held
on April 28, 1999, and adjournment thereof, as hereinafter specified and, in
their discretion, upon such other matters as may properly come before the
meeting. The undersigned hereby revokes all proxies heretofore given.
As described on page 1 of the proxy statement, this proxy also provides voting
instructions for shares held for the account of the undersigned in the employees
savings and stock ownership plans. A trustee for these plans will vote these
shares as directed provided your voting instruction is received by April 22,
1999. A trustee for the employee savings plans may vote in its discretion all
shares held in these plans for which no voting instructions are received. Shares
held through the Conoco Employee Stock Ownership Plan will be voted for you only
if you give voting instructions. Other shares owned by you will be voted only if
you sign and return a proxy card, vote by Internet or telephone, or attend the
meeting and vote by ballot.
The Board of Directors Recommends a Vote:
"FOR" all Nominees for Director
"FOR" Proposal 2
"AGAINST" Proposals 3,4,5, and 6
________________________________________________________________________________
Check this box to vote all proposals in accordance with the recommendations of
the Board of Directors [ ]
The Board Of Directors Recommends a Vote "FOR" all Nominees for Directors
For All Nominees Withhold
Except As Noted As To All
Below Nominees
1. Election of Directors [ ] [ ]
Check the box for the director(s) from whom you wish to withhold your vote
[ ]C. J. Crawford [ ]L. C. Duemling [ ]A.W. Dunham
[ ]E. B. du Pont [ ]C. O. Holliday, Jr. [ ]L. D. Juliber
[ ]W. K. Reilly [ ]H. R. Sharp, III [ ]C. M. Vest
[ ]G. Watanabe [ ]S. I. Weill [ ]E. S. Woolard, Jr.
<PAGE>
The Board of Directors Recommends a Vote "FOR" Proposal 2
For Against Abstain
2. On Independent Accountants [ ] [ ] [ ]
The Board of Directors Recommends a Vote "Against" Proposals 3,4,5 and 6
For Against Abstain
3. On Annual Meeting Location [ ] [ ] [ ]
For Against Abstain
4. On Executive Compensation [ ] [ ] [ ]
For Against Abstain
5. On Committee Membership [ ] [ ] [ ]
For Against Abstain
6. On Board Composition [ ] [ ] [ ]
________________________________________________________________________________
Check the box for the options which apply to you.
[ ]Send Annual Meeting Ticket
[ ]Discontinue Annual Report Mailings for this Account
To submit your vote please click the button below
(Your vote will not be counted until the Submit Vote button is pressed)
Submit Your Vote
________________________________________________________________________________
[preview version - this vote will not be counted]
<PAGE>
FIRST CHICAGO TRUST COMPANY
1999 Vote-By-Phone Script
Thank you for calling the proxy voting service. If you have a United States
social security number, press 1. If you do not have a United States social
security number, press 2.
> 1 (Go to (1.1)) > 2 (Go to (1.2))
(1.1) Using your touch tone phone, please enter the last four digits of
your social security number.
> xxxx
(1.2) Please have your proxy card or voting instruction form available
before voting. Enter the voter control number in the box including the
pound sign as it appears below the perforation on your proxy card.
> xxx#xxxx#xxxxxx#
(If the first part of the control number that identifies the company
you are voting is entered wrong, viz., xxx#xxxx#xxxxxx#)
Is not a valid number. (Go to (1.2))
(If good control number is entered)
The company you are voting is DUPONT. If this is correct, press 1
now. If not, press 9.
> 1
One moment please.
Your phone vote is subject to the same terms and authorizations as
indicated on the proxy card. It also authorizes the named proxies to
vote according to your instructions at the meeting of shareholders.
One moment please. (Go to (1.3))
(If the second and/or third part of the control number is entered
wrong, viz., xxx#xxxx#xxxxxx#)
1
<PAGE>
I am unable to process this request at this time. (Go to (1.2))
(If incorrect social security number is entered)
Our records show that you have a social security number. (Go to (1.1))
> 9 (Go to (1.2))
(1.3) If you would like to attend the annual meeting, please press 1
now.
>1
Noted. Attending!
>Nothing entered. (Go to (1.4))
(1.4) If you would like us to discontinue mailing an annual report to
this account, press 1.
>1
Noted. Discontinue!
>Nothing entered. (Go to (1.5))
(1.5) To vote all proposals in accordance with the recommendations of
the Board of Directors, press 1. If you wish to vote one proposal at
a time, press 2.
>1
You have voted with the recommendations of the board of directors
on all of the proposals. (Go to 1.8)
>2
Directors, Proposal #1
To vote for, please press 1. To withhold from all directors,
please press 2. To withhold from individual directors, please
press 3.
2
<PAGE>
1> (Go to next the proposal)
2> (Go to next the proposal)
3> (Go to (1.6))
(1.6) Using the proxy card, please press the corresponding
number followed by the number sign for each director from
whom you wish to withhold your vote. When completed, press
the number sign.
>Invalid number entered.
"xx is not a valid number for any of the directors
listed on your proxy card." (Go to (1.6))
> 1# 3# 5## (Go to next the proposal)
Auditors, Proposal #2
To vote For, please press 1. To vote Against, please press
2. To Abstain, please press 3.
>1 (Go to next the proposal)
>2 (Go to next the proposal)
>3 (Go to next the proposal)
Proposal #3
To vote For, please press 1. To vote Against, please press
2. To Abstain, please press 3.
>1 (Go to next the proposal)
>2 (Go to next the proposal)
>3 (Go to next the proposal)
Proposal #4
To vote For, please press 1. To vote Against, please press
3
<PAGE>
2. To Abstain, please press 3.
>1 (Go to next the proposal)
>2 (Go to next the proposal)
>3 (Go to next the proposal)
Proposal #5
To vote For, please press 1. To vote Against, please press
2. To Abstain, please press 3.
>1 (Go to next the proposal)
>2 (Go to next the proposal)
>3 (Go to next the proposal)
Proposal #6
To vote For, please press 1. To vote Against, please press
2. To Abstain, please press 3.
>1 (Go to 1.7)
>2 (Go to 1.7)
>3 (Go to1.7)
(1.7) I will now summarize your vote. Please confirm your
vote at the end of this message.
On proposal 1, you withheld your vote from director. #1 #3
#5 ...
On proposal 2, you voted XXX.
On proposal 3, you voted XXX.
On proposal 4, you voted XXX.
On proposal 5, you voted XXX.
On proposal 6, you voted XXX.
4
<PAGE>
(1.8) To confirm your vote, press 1. To change it, press
9.
> 1
One moment please.
Your vote has been successfully applied. It is not
necessary for you to mail your proxy card. If you wish
to vote another proxy at this time, press 1.
Otherwise, you may hang up now.
>1 (Go to (1.2))
>9 (Go to (1.5))
NOTE: If no action is taken the following script applies.
- -----
> Nothing entered
Information needs to be entered using a touch tone telephone within the
time allowed. (Offer the script option that requires an action)
> Again, nothing entered
Information needs to be entered using a touch tone telephone within the
time allowed. (Offer the script option that requires an action)
The information entered continues to be invalid. I am unable to process
your request at this time. Thank you for calling. (Hang up) (End of call)
5
