<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
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)
E. I. DU PONT DE NEMOURS AND COMPANY
- --------------------------------------------------------------------------------
(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>
[LOGO OF DU PONT] [DU PONT LETTERHEAD]
ANNUAL MEETING--APRIL 26, 2000
March 17, 2000
Dear Stockholder:
You are invited to attend the Company's 2000 Annual Meeting on Wednesday,
April 26, 2000, 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
over the Internet, by telephone, 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 at 302-774-0195.
The Annual Meeting gives us an opportunity to review the steps the Company is
taking to achieve our sustainable growth mission and increase shareholder
value. We appreciate your ownership of DuPont, and I hope you will be able to
join us on April 26.
Sincerely,
/s/ Chad Holliday
C. O. Holliday, Jr.
E.I. du Pont de Nemours and Company [LOGO OF RECYCLED PAPER]
<PAGE>
March 17, 2000
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 26, 2000, 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 6,
2000, 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 INTERNET OR TELEPHONE OR
COMPLETE AND RETURN THE PROXY CARD IN THE ENCLOSED ENVELOPE AS SOON AS
POSSIBLE.
IF YOU WOULD LIKE TO ACCESS YOUR PROXY MATERIALS ELECTRONICALLY NEXT
YEAR, VISIT OUR INTERNET WEB SITE AT www.econsent.com/dd/. IF YOU HOLD SHARES
IN A BROKERAGE ACCOUNT, CONTACT YOUR BROKER TO REQUEST ELECTRONIC ACCESS.
<PAGE>
PROXY STATEMENT
March 17, 2000
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 26, 2000.
The record date with respect to this solicitation is March 6, 2000. 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
1,052,472,727 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 Pioneer Hi-Bred International, Inc. 401(k) Savings Plan and the Protein
Technologies International, Inc. Savings Investment Plan. If proxies
representing shares in these employee savings plans are not received by mail,
telephone or Internet those shares will be voted at the discretion of a
trustee.
The Company's Annual Report to Stockholders, containing financial statements
reflecting the financial position and results of the operations of the Company
for 1999, and this Proxy Statement were distributed together beginning March
17, 2000.
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 2001 Annual Meeting Proxy Statement must
be received by the Company no later than November 17, 2000.
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 1999 six regular meetings and two special meetings of the Board of
Directors were held. All current directors except G. Lindahl attended 100% of
the total Board and committee meetings held in 1999. Mr. Lindahl was unable to
attend the October Board meeting due to a commitment which predated his
election to the Board in July, and as a result, his attendance was less than
75%. 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.
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 2000, eight
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 five members are
employees and one is a director. Its members include the Chairman and Chief
Executive Officer, the Executive Vice President and Chief Operating Officer,
and three Senior Vice Presidents.
STRATEGIC DIRECTION COMMITTEE. The Strategic Direction Committee, which
consists of three 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 1999, the Strategic Direction Committee held one meeting.
ENVIRONMENTAL POLICY COMMITTEE. The Environmental Policy Committee, which
consists of three directors, is responsible for reviewing the Company's
environmental policies and practices. The Committee also provides support for
the Company's sustainable growth mission. The Environmental Policy Committee
held two meetings in 1999.
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. No member of the Audit Committee
may be an officer or employee of the Company or any subsidiary. During 1999,
the Audit Committee held six 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 the
Chief Executive Officer who is an employee director. 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.
Current members of the Compensation Committee include A. J. P. Belda, L. D.
Juliber and H. R. Sharp, III. S. I. Weill served on the Committee for part of
1999. During 1999, the Compensation Committee held eight meetings.
CORPORATE GOVERNANCE COMMITTEE. The Corporate Governance Committee, which
consists of three 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 1999, the Corporate Governance Committee held three 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 and C.
M. Vest). The civil suit, which seeks unspecified damages and other relief,
alleges a breach of fiduciary duty relating to the Company's defense of certain
Benlate(R) 50 DF fungicide litigation. A motion to dismiss has been filed and
remains pending.
1--ELECTION OF DIRECTORS
The 13 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 2000 Annual Meeting.
ALAIN J. P. BELDA
[PHOTO OF ALAIN J.P. BELDA]
Director since January 2000 Member, Compensation Committee
Age 56
Mr. Belda is President and Chief Executive Officer of Alcoa
Inc., the world's largest producer of primary aluminum,
fabricated aluminum and alumina. He formerly served as
president and chief operating officer, vice chairman, and
executive vice president. Mr. Belda is a director of Alcoa
Inc., Citigroup Inc. and Cooper Industries.
4
<PAGE>
CURTIS J. CRAWFORD
[PHOTO OF CURTIS CRAWFORD]
Director since 1998 Chair, Corporate Governance Committee
Age 52 Member, Audit Committee
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 chairman
of the board of ON Semiconductor Company and a director of ITT
Industries, Inc., and ZiLOG, Inc. He also serves as a trustee
of DePaul University.
LOUISA C. DUEMLING
[PHOTO OF LOUISA C. DUEMLING]
Director since 1982 Member, Environmental
Age 64 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.
EDWARD B. DU PONT
[PHOTO OF EDWARD B. DU PONT]
Director since 1978 Member, Corporate Governance Committee
Age 66
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 a vice president and a trustee of Longwood
Foundation, Inc.
CHARLES O. HOLLIDAY, JR.
[PHOTO OF CHARLES O. HOLLIDAY, JR.]
Director since 1997 Chair, Strategic
Age 52 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 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, is a trustee of the Winterthur Museum
and Gardens and chairs the World Business Council on
Sustainable Development.
5
<PAGE>
DEBORAH C. HOPKINS
[PHOTO OF DEBORAH C. HOPKINS]
Director since January 2000 Member, Audit Committee
Age 45
Ms. Hopkins is Senior Vice President and Chief Financial
Officer of The Boeing Company, an aerospace company, and
Chairman of Boeing Capital Corp., which provides financing and
leasing for a wide range of aerospace products. She formerly
served as vice president of finance and chief financial
officer for General Motors Europe and general auditor of
General Motors Corporation. Ms. Hopkins is on the board of the
Foundation for the Malcolm Baldridge National Quality Award
and is a director of the Private Export Funding Corporation.
LOIS D. JULIBER
[PHOTO OF LOIS D. JULIBER]
Director since 1995 Chair, Compensation Committee
Age 51 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.
GORAN LINDAHL
[PHOTO OF GORAN LINDAHL]
Director since July 1999 Member, Environmental Policy Committee
Age 54
Mr. Lindahl is President and Chief Executive Officer of ABB
Ltd., a globalized technology and engineering company. He
formerly served as executive vice president of ABB Ltd. Mr.
Lindahl is a director of ABB Ltd. and LM Ericsson AB, vice
chairman of the Prince of Wales Business Leaders Forum and co-
chairman of the EU-ASEAN Industrialists Round Table.
MASAHISA NAITOH
[PHOTO OF MASAHISA NAITOH]
Director since January 2000 Member, Audit Committee
Age 62
Mr. Naitoh is Executive Vice President of ITOCHU Corporation,
an international trading company headquartered in Tokyo,
Japan. He formerly served as senior managing director and
advisor of ITOCHU. Prior to joining ITOCHU, Mr. Naitoh served
in a number of senior policy positions in the Japanese
government's Ministry of Trade and Industry. Mr. Naitoh is a
director of Molex Incorporated and a member of the board of
advisors of the Center for International Political Economy in
New York.
6
<PAGE>
WILLIAM K. REILLY
[PHOTO OF WILLIAM K. REILLY]
Director since 1993 Chair, Environmental Policy Committee
Age 60 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 Caribbean International and a
trustee of The American Academy in Rome, The National
Geographic Society, Presidio Trust and World Wildlife Fund. He
also serves on the board of Yale University Corporation.
H. RODNEY SHARP, III
[PHOTO OF H. RODNEY SHARP, III]
Director since 1981 Member, Audit and
Age 64 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.
CHARLES M. VEST
[PHOTO OF CHARLES M. VEST]
Director since 1993 Chair, Audit Committee
Age 58
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.
SANFORD I. WEILL
[PHOTO OF SANFORD I. WEILL]
Director since 1998 Member, Strategic Direction Committee
Age 67
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,
Citigroup Inc. and United Technologies Corporation 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.
7
<PAGE>
BENEFICIAL OWNERSHIP OF SECURITIES
PRINCIPAL STOCKHOLDERS. As of December 31, 1999, Wilmington Trust Corporation,
Wilmington, Delaware, beneficially owned an aggregate of 63,685,057 shares of
the Company's Common Stock, or 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 7,342,245 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, 1999. Also
included are shares of DuPont Common Stock granted in 2000 under the Variable
Compensation Plan and shares delivered or stock units credited to directors
prior to February 15, 2000 under the Stock Accumulation and Deferred
Compensation Plan for Directors. 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.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP
------------------------------------
(NUMBER OF SHARES)
VOTING OR
INVESTMENT RIGHT TO PERCENT OF
DIRECT(/1/) POWER(/2/)* ACQUIRE(/3/) CLASS(/4/)
----------- ----------- ------------ ----------
<S> <C> <C> <C> <C>
DUPONT COMMON STOCK
A. J. P. Belda................ 757 -- -- --
C. J. Crawford................ 1,808 -- -- --
L. C. Duemling................ 138,653 1,055,172 -- --
E. B. du Pont................. 1,466,882 7,788, 179 -- 0.9%
R. R. Goodmanson(/5/)......... 21,777 -- -- --
C. O. Holliday, Jr............ 126,961 285,300 593,654 --
D. C. Hopkins................. 700 -- -- --
L. D. Juliber................. 6,403 600 -- --
K. M. Landgraf(/6/)........... 32,555 -- 245,800 --
G. Lindahl.................... 1,002 -- -- --
M. Naitoh..................... 700 -- -- --
G. M. Pfeiffer................ 21,012 206,648 90,741 --
D. H. Reilley(/7/)............ 26,580 -- 187,573 --
W. K. Reilly.................. 10,255 -- -- --
H. R. Sharp, III.............. 366,437 6,426,892 -- 0.6%
C. M. Vest.................... 6,054 -- -- --
S. I. Weill................... 16,429 -- -- --
E. S. Woolard, Jr.(/8/)....... 392,133 20,000 942,394 --
Directors and Executive
Officers as a Group(/9/)..... 2,744,185 10,221,443 3,515,320 1.6%
</TABLE>
- -------
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) R. R. Goodmanson joined the Company effective May 1, 1999.
(6) K. M. Landgraf ceased being an executive officer of the Company effective
January 1, 2000 in connection with his appointment as Chairman and Chief
Executive Officer of DuPont Pharmaceuticals Company.
(7) D. H. Reilley resigned from the Company effective March 1, 2000.
(8) E. S. Woolard, Jr. retired from the Board effective December 31, 1999.
(9) Directors and Executive Officers as a Group own directly 200 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 G. M. Pfeiffer are each listed as
beneficial owners of the same 206,648 shares and E. B. du Pont and H. R.
Sharp, III, are each listed as beneficial owners of the same 5,320,302
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 1999, one report timely filed by H. R. Sharp, III, a
director, was amended to include additional transactions by family trusts. An
administrative error by an investment advisor resulted in late reporting of
shares purchased for a trust and a retirement account of C. J. Crawford, a
director. A late report was filed by E. B. du Pont, a director, to report one
transaction by a trust.
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, in limited circumstances, 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 8,600 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 1999, 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
1999 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 workplace environment, treatment and development of people, strategic
staffing, safety, and environmental stewardship.
In arriving at the level of payments for 1999, the Committee considered that
1999 EPS (excluding all nonrecurring items and seasonal losses associated with
the fourth quarter acquisition of Pioneer Hi-Bred International, Inc.)
represented a modest improvement over 1998 and ROIC was above the peer group.
Average business unit performance was 95% of commitment. The Committee approved
average corporate grants that were 107% of 1998 levels. Payments among
businesses ranged from 43% to 158% of the average. The majority of business
units received upward and downward adjustments for safety and environmental
stewardship and for workplace environment, treatment and development of people,
and strategic staffing.
10
<PAGE>
Variable compensation payments for 1999 were 37% of the maximum amount
available under the overall VCP limit. Over the past ten years, the Committee
has approved payments on average of 52% of the maximum available.
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 1999.
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 facilitate stock ownership by management.
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 minimum 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.
11
<PAGE>
Mr. Holliday, who served as Chairman and CEO throughout 1999, did not receive
a salary increase in 1999. This was done as part of the Committee's philosophy
to rebalance the CEO's compensation and make it more directly related to
successful development and execution of corporate strategic direction. He
received a normal stock option grant of 300,000 options. Additionally,
consistent with the rebalancing of CEO compensation he received a special grant
of 700,000 premium options with an exercise price of $75 per share versus a
market price of $52.50 on February 3, 1999, the date of grant. Furthermore,
these premium options may not be exercised until three years after grant.
Mr. Holliday's variable compensation grant for 1999 of $1,800,000 was 100% of
the target for the CEO position. This grant was based on his strong leadership
reflected in the Company's business results. In 1999 he shaped the Company's
sustainable growth mission, and initiated major efforts to improve productivity
through the use of Six Sigma and increase revenue growth through greater focus
on knowledge intensity. In addition, bold steps were taken to create a
leadership position in biotechnology aimed at positioning the Company for long-
term profitable growth. Consistent with Company performance and with the grants
awarded to other corporate employees, his 1999 grant was about 106% of the 1998
variable compensation grant.
* * * * *
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
Alain J. P. Belda
H. Rodney Sharp, III
COMPENSATION AND STOCK OPTION INFORMATION
The following table shows information about the compensation of the Company's
chief executive officer and four other highest paid executive officers. Two
additional tables provide detailed information about these employees' stock
options.
12
<PAGE>
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. O. Holliday, Jr. 1999 $1,000,000 $1,800,000 -- -- 1,012,529 $30,000
Chairman 1998 972,663 1,700,000 -- $1,085,410 230,000 28,360
and Chief Executive Officer 1997 526,400 1,050,000 $481,498 -- 517,859 15,792
K. M. Landgraf(/6/) 1999 538,400 600,000 -- -- 83,600 16,077
Executive Vice President 1998 510,400 625,000 -- 162,811 68,300 15,252
and Chief Operating Officer 1997 466,400 710,000 -- -- 196,400 13,992
D. H. Reilley(/7/) 1999 468,000 600,000 -- -- 145,407 5,390
Executive Vice President 1998 336,900 368,000 -- 196,331 31,900 9,838
and Chief Operating Officer 1997 240,840 264,000 -- -- 79,100 7,017
R. R. Goodmanson(/8/) 1999 366,680 550,000 -- 988,666 150,000 --
Executive Vice President -- -- -- -- -- -- --
and Chief Operating Officer -- -- -- -- -- -- --
G. M. Pfeiffer 1999 370,400 443,000 -- -- 34,800 10,911
Senior Vice President 1998 302,400 300,000 -- 74,287 37,115 9,036
and Chief Financial Officer 1997 228,950 210,000 -- -- 55,200 6,588
</TABLE>
- -------
(1) On average, about 25% of variable compensation is paid in DuPont Common
Stock. For R. R. Goodmanson, includes a one-time signing bonus of $100,000
paid to Mr. Goodmanson in connection with commencement of his employment
with the Company.
(2) For 1997, includes $166,500 for reimbursement of taxes in excess of those
that would have been incurred in C. O. Holliday Jr.'s base country, and
$307,790 in foreign housing allowances and other customary payments for
expenses related to an overseas assignment.
(3) For 1999 grants, reflects value as of December 31, 1999, at closing price
for DuPont Common Stock of $65.875, of restricted stock grants awarded
under DuPont Stock Performance Plan with vesting periods of at least three
years. R. R. Goodmanson received 10,000 restricted stock units in May 1999
at a grant price of $72.1875 per share and 5,000 restricted stock units in
December 1999 at a grant price of $61.625 per share. At December 31, 1999,
other named executive officers held restricted stock in the following
aggregate numbers and values based on $65.875 closing price per share: C.
O. Holliday, Jr, 20,903 shares, $1,377,035; K. M. Landgraf, 3,135 shares,
$206,554; D. H. Reilley, 3,781 shares, $249,138; and G. M. Pfeiffer, 1,431
shares, $94,268.
(4) For C. O. Holliday, Jr., includes reload options of 12,529 and for D. H.
Reilley includes reload options of 2,207. See Note 2 of the Option Grants
Table and Notes 1 and 2 of the Aggregated 1999 Option Exercises/Year-End
1999 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 plans, including the following amounts credited under the related
savings restoration plan in 1999: $25,200 for C. O. Holliday, Jr.; $11,277
for K. M. Landgraf; $590 for D. H. Reilley; and $6,111 for G. M. Pfeiffer.
(6) K. M. Landgraf ceased being an executive officer of the Company effective
January 1, 2000 in connection with his appointment as Chairman and Chief
Executive Officer of DuPont Pharmaceuticals Company.
(7) D. H. Reilley resigned from the Company effective March 1, 2000.
(8) R. R. Goodmanson joined the Company effective May 1, 1999.
13
<PAGE>
OPTION GRANTS TABLE
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION
INDIVIDUAL OPTION GRANTS IN 1999(/1/)(/2/) FOR OPTION TERM(/4/)
--------------------------------------------------- -----------------------------------
NUMBER OF PERCENT
SHARES OF TOTAL
UNDERLYING OPTIONS EXPIRA-
OPTIONS GRANTED EXERCISE TION
NAME GRANTED IN 1999 PRICE(/3/) DATE 0% 5% 10%
- ---- ----------- --------- ----------- ------------ --- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C>
C. O. Holliday, Jr. .... 300,000 3.74% $ 52.50 2/2/09 0 $9,900,000 $25,110,000
700,000 8.73 75.00 2/2/09 0 7,350,000 42,840,000
5,539 0.07 70.40 10/31/02 0 83,604 364,431
1,419 0.02 70.40 1/26/03 0 21,418 93,361
5,571 0.07 70.40 1/26/03 0 84,087 366,537
K. M. Landgraf(/7/)..... 83,600 1.04 52.50 2/2/09 0 2,758,800 6,997,320
D. H. Reilley(/8/)...... 58,200 0.73 52.50 2/2/09 0 1,920,600 4,871,340
85,000 1.06 71.75 4/30/09 0 1,168,750 5,478,250
2,207 0.03 70.40 3/2/05 0 33,312 145,206
R. R. Goodmanson(/9/)... 150,000 1.87 71.75 4/30/09 0 2,062,500 9,667,500
G. M. Pfeiffer.......... 34,800 0.43 52.50 2/2/09 0 1,148,400 2,912,760
- -------
All Stockholders'
Gains................. increase in market value of DuPont Common Stock at
assumed rates of stock price appreciation(/5/).... $37,603,967,082 $95,377,334,689
All Optionees'
Gains................. as a percent of all stockholders' gains(/6/)...... 0.70% 0.70%
</TABLE>
(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 $52.50 exercise price applicable to most options
granted under the Stock Performance Plan in 1999 based on the
1,139,514,154 shares outstanding on the February 3, 1999 grant date for
those options.
(6) Represents potential realizable value for all options granted under the
Stock Performance Plan in 1999 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 1999 is
calculated from the $52.50 exercise price applicable to most options
granted in 1999 under the Plan.
14
<PAGE>
(7) K. M. Landgraf ceased being an executive officer of the Company effective
January 1, 2000 in connection with his appointment as Chairman and Chief
Executive Officer of DuPont Pharmaceuticals Company.
(8) D. H. Reilley resigned from the Company effective March 1, 2000.
(9) R. R. Goodmanson joined the Company effective May 1, 1999.
AGGREGATED 1999 OPTION EXERCISES/YEAR-END 1999 OPTION VALUES TABLE
<TABLE>
<CAPTION>
SHARES UNDERLYING VALUE OF UNEXERCISED
OPTION UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
EXERCISES IN 1999 HELD AT DEC. 31, 1999 HELD AT DEC. 31, 1999(/2/)
------------------------ ------------------------- -----------------------------
SHARES
UNDERLYING VALUE
NAME OPTIONS REALIZED(/1/) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ---------- ------------- ----------- ------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
C. O. Holliday, Jr. .... 37,600 $1,761,367 325,385 1,444,935 $ 3,396,391 $ 8,140,161
K. M. Landgraf(/3/)..... -- -- 120,965 251,335 1,587,552 2,574,861
D. H. Reilley(/4/)...... 9,454 440,479 124,589 210,418 3,315,635 1,453,840
R. R. Goodmanson(/5/)... -- -- -- 150,000 -- --
G. M. Pfeiffer.......... -- -- 48,039 89,002 627,064 974,238
</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.
(2) Represents the closing price for DuPont Common Stock on December 31, 1999
of $65.875 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) K. M. Landgraf ceased being an executive officer of the Company effective
January 1, 2000 in connection with his appointment as Chairman and Chief
Executive Officer of DuPont Pharmaceuticals Company.
(4) D. H. Reilley resigned from the Company effective March 1, 2000.
(5) R. R. Goodmanson joined the Company effective May 1, 1999.
EMPLOYMENT ARRANGEMENTS
The Company generally does not enter into employment agreements with
executive officers. However, in connection with R. R. Goodmanson's joining the
Company effective May 1, 1999 as a mid-career hire in the position of
Executive Vice President, the Company agreed to provide him with a guaranteed
annual salary and bonus of $1,150,020 through December 2001, enhanced
severance payments in the event of termination by the Company before May 1,
2004 based on two years' salary at termination plus two times the value of
Mr. Goodmanson's last annual variable compensation grant, and other
compensation as described in the Summary Compensation Table on page 13.
15
<PAGE>
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 three of the ten companies are direct
competitors. The peer group companies are: Dow, Eastman Kodak, ExxonMobil,
Ford, General Electric, International Business Machines, Minnesota Mining and
Manufacturing, Monsanto, Union Carbide and Xerox.
[GRAPH]
------
DuPont S&P 500 Peer Group
1994 $ 100 $ 100 $ 100
1995 128.5 137.5 134.6
1996 177.8 169.1 182.1
1997 231.8 225.5 245.5
1998 209.3 290.0 345.4
1999 266.0 351.0 429.8
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, 1994 and that all dividends were reinvested. The peer group is
weighted by market capitalization.
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.
<TABLE>
<CAPTION>
ESTIMATED ANNUAL RETIREMENT
SALARY AND BENEFITS BASED ON SERVICE OF:
VARIABLE -------------------------------------------
COMPENSATION 30 YEARS 35 YEARS 40 YEARS 45 YEARS
------------ ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
$ 650,000 ................ $ 284,000 $ 333,000 $ 381,000 $ 430,000
1,210,000 ................ 536,000 627,000 717,000 808,000
1,770,000 ................ 788,000 921,000 1,053,000 1,186,000
2,330,000 ................ 1,040,000 1,215,000 1,389,000 1,564,000
2,890,000 ................ 1,292,000 1,509,000 1,725,000 1,942,000
3,450,000 ................ 1,544,000 1,803,000 2,061,000 2,320,000
</TABLE>
16
<PAGE>
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 2000. 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, 13 years for R. R.
Goodmanson and 40 years for G. M. Pfeiffer. D. H. Reilley resigned from the
Company effective March 1, 2000. R. R. Goodmanson joined the Company effective
May 1, 1999.
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 28, 1999, 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 1999, 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 $35 million for the
year, of which $6.3 million was for the annual audit of the Company's
consolidated financial statements and those of its subsidiaries.
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 2000 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 2000 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.
17
<PAGE>
3--STOCKHOLDER PROPOSAL ON POLITICAL NONPARTISANSHIP
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 assembled in Annual Meeting in
person and by proxy, hereby recommend that the Corporation affirm its
political nonpartisanship. To this end the following practices are to be
avoided:
(a) The handing of contribution cards of a single political party to an
employee by a supervisor.
(b) Requesting an employee to send a political contribution to an
individual in the Corporation for a subsequent delivery as part of a
group of contributions to a political party or fund raising committee.
(c) Requesting an employee to issue personal checks blank as to payee for
subsequent forwarding to a political party, committee or candidate.
(d) Using supervisory meetings to announce that contribution cards of one
party are available and that anyone desiring cards of a different party
will be supplied one on request to his supervisor.
(e) Placing a preponderance of contribution cards of one party at mail
station locations.
Stockholder's Statement
REASONS: The Corporation must deal with a great number of governmental units,
commissions and agencies. It should maintain scrupulous political neutrality to
avoid embarrassing entanglements detrimental to its business. Above all, it
must avoid the appearance of coercion in encouraging its employees to make
political contributions against their personal inclination. The Troy (Ohio)
News has condemned partisan solicitation for political purposes by managers in
a local company (not DuPont). And if the Company did not engage in any of the
above practices, to disclose this to ALL shareholders in each quarterly report.
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.
DuPont's policy is that no direct or indirect pressure in any form is to be
directed toward employees to make any political contribution or participate in
the support of a political party or the political candidacy of any individual.
At the same time, employees are encouraged to exercise their responsibilities
as citizens and to vote and be involved in the political process.
The Board believes that the Company's policy goes further than the proposal
and accomplishes the purpose of the proposal to avoid coercion of employees and
embarrassment of the Company.
18
<PAGE>
4--STOCKHOLDER PROPOSAL ON EMPLOYMENT MATTERS
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:
RESOLVED: Stockholders request the Board of Directors prepare a report, at
reasonable cost and excluding confidential information, to be made
available to shareholders four months from the date of the annual meeting
on our progress in response to the Glass Ceiling Commission's business
recommendations including a review of:
(1) Steps company has taken to use the Glass Ceiling Commission Report and
management's recommendations flowing from it.
(2) Company-wide policies addressing leadership development, employee
mentoring, workforce diversity initiatives and family friendly
programs.
(3) Explanations of how executive compensation packages and performance
evaluations integrate company efforts in breaking the glass ceiling.
(4) The top one hundred or one percent of company wage earners broken down
by gender.
Stockholder's Statement
The term "glass ceiling" was first used in a 1985 Wall Street Journal
article to describe an artificial barrier to the advancement of women into
corporate management positions. Senator Robert Dole introduced the Glass
Ceiling Act, as part of Title II of the Civil Rights Act of 1991. President
Bush signed the 1991 Civil Rights Act establishing a bipartisan twenty-nine
member Glass Ceiling Commission. The Commission was charged with preparing
recommendations on the glass ceiling issue for the President and corporate
leaders.
In 1991, then Secretary of Labor Lynn Martin completed the Glass Ceiling
Initiative Report. Senator Dole praised the report, "[this] confirm[s] what
many of us have suspected all along -- the existence of invisible, artificial
barriers blocking women and minorities from advancing up the corporate ladder
to management and executive level positions" and "for this Senator, the issue
boils down to ensuring equal access and equal opportunity."
Chairperson of the Glass Ceiling Commission Robert Reich stated, "The glass
ceiling is not only an egregious denial of social justice that affects two-
thirds of the population, but a serious economic problem that takes a huge
financial toll on American business." And "...we need to attract and retain
the best, most flexible workers and leaders available, for all levels of the
organization."
The stated vision of the Glass Ceiling Commission is "a national corporate
leadership fully aware that shifting demographics and economic restructuring
make diversity at management and decision making levels a prerequisite for the
long term success of the United States in domestic and global market places."
The report revealed that women made up 47.5 percent of the total workforce and
earned over half of all Master degrees, yet 95 percent of senior-level
managers remain men. Women today earn about $.72 for every dollar earned by
men.
The Glass Ceiling Commission Report, released in 1995, confirms
inclusiveness in the workplace has a positive impact on the bottom line. A
1993 study of the Standard and Poor 500 companies revealed, "...firms that
succeed in shattering their own glass ceiling racked up stock-market records
that were really two and one half times better than otherwise comparable
companies."
We believe top management positions should more closely reflect the people
in the workforce and marketplace if our company is going to remain
competitive.
19
<PAGE>
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 its workforce.
This commitment is grounded in the knowledge that diversity makes DuPont a
better, more competitive company. DuPont recognizes that a diverse workforce
generates diverse thinking and new and different perspectives, which result in
the innovative products and services the Company offers.
DuPont has long been considered a leader in the area of workforce diversity
and its efforts have been well publicized. In addition, the Company has earned
international recognition for its pioneering race and gender awareness
programs, recruitment efforts, mentoring and leadership development initiatives
and policies for working parents. The Company has made continuing progress in
recruiting, hiring, developing and promoting white women and people of color.
DuPont is committed to further enhancing and expanding these efforts in the
twenty-first century.
The composition of the Company's workforce and DuPont's sustained commitment
to diversity are evidence of the effectiveness of the Company's efforts to
ensure fair treatment of all individuals in hiring and advancement. DuPont
therefore believes the objectives of the proposal are already being met.
5--STOCKHOLDER PROPOSAL ON PLANT CLOSURE
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: That it create a
committee, with members drawn from the employee work force of DuPont, the
union leadership of DuPont, the management of DuPont, and any necessary
independent consultants, to report to the Board of Directors regarding the
impact to communities as a result of the closure of DuPont plants and
alternatives that can be developed to help mitigate the impact of such
closures in the future.
Stockholder's Statement
Over the past decade DuPont has closed or sharply reduced the size of a great
number of plants across the United States. In part as a result of these
reductions, total U.S. employment has been cut almost in half over the past
decade, from about 100,000 to just over 58,000. Almost without exception, these
plants had been in operation for upward of 50 years and were located in rural
areas where they were a primary employer for the community.
Employees who lost their jobs as a result of these plant closures had often
been with DuPont for many years. Once terminated, these employees could look
forward to receiving a pension reduced 5% for every year they were under the
age of 58 and 5% for every year of service less than 27.
This combination of job loss and pension reduction can be devastating for the
community in which the plant was located. For example, at the Martinsville,
Virginia plant that just two years ago was reduced to a skeleton staff of about
60 employees, the overall loss to the community has been estimated at over $20
million per year. Many of the terminated employees, which were over 500 in
number, were not able to gain comparable employment. They had to take minimum
wage level jobs or move to another town in the hope of a better opportunity.
For a small, sleepy southern town located in the foothills of the Shenandoah
Mountains, this was a blow of monumental import.
20
<PAGE>
There are other, equally substantial costs to the community. In a number of
locations where DuPont has closed its plants, as well as at Martinsville,
there have been environmental issues that have made it difficult for the site
to be put to full productive use. The community is left with not only an
eyesore, but one that cannot be of any substantial economic benefit. The
buildings simply remain, undergoing gradual deterioration.
DuPont has concluded that it often has no option but to close a plant,
particularly those in its old line industries such as fibers and chemicals.
For this reason, it is imperative that attention be paid to the impact of
these closures on the communities in which the plants are located. This is
particularly true given the close relationship between DuPont and the
communities where it has been operating for many years. Establishing the
proposed committee will be a first step toward understanding and dealing with
future plant closings.
Position of the Board of Directors
The Board of Directors recommends that you vote "AGAINST" this proposal.
DuPont shares the proponent's desire to minimize the potential impact on
employees and communities where a plant reduction or closure occurs. In the
limited circumstances where reduction or closure of a DuPont facility has been
necessary, DuPont has worked closely with local community leaders, union
representatives and other affected parties to address concerns. The Board
believes it already receives appropriate information about plant closings and
reductions and therefore believes the proposed report to the Board is
unnecessary.
DuPont provides a wide range of resources and benefits to employees impacted
by a plant closure or reduction. Employment opportunities at other DuPont
facilities are communicated to employees so they can take advantage of such
positions if they wish to continue their employment with the Company at
another location. If employees do not continue employment with DuPont at
another facility, the Company offers a comprehensive separation package,
including, among other benefits, Career Transition Financial Assistance. In
addition, outplacement assistance, education and retraining grants of up to
$5,000 per employee and continuation of health care benefits are provided for
a transition period.
It is the Company's practice to provide the community affected by a plant
closure or reduction with significant advance notice of the decision, and to
communicate and work closely with community leaders to help minimize any
impact the reduction or closure may have on the community at large.
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.
21
<PAGE>
DIRECTIONS TO PLAYHOUSE THEATRE
FROM PHILADELPHIA ON I-95 SOUTH FROM BALTIMORE ON I-95 NORTH
I-95 South will be closed at the
Pennsylvania state line due to
construction. This is an
alternate route.
1. Follow I-95 South, bear right 1. Follow I-95 North to Wilmington
to 495, Exit 6 marked "Naamans Exit 7 marked "Route 52, Delaware
Road." Avenue."
2. Turn right onto Naamans Road 2. From right lane take Exit 7 onto
(Route 92 West) continue for Adams Street.
2.5 miles. 3. At the third traffic light on Adams
3. Turn left onto Foulk Road Street, turn right onto 11th
(Route 261 South), continue Street.
for 3.7 miles to end. 4. Follow 11th Street marked "52
4. Turn left onto 202 South (stay South, Business District" through
in right lane). Delaware Ave. intersection, bear
5. Stay right, follow 202 South left, continuing on 11th Street.
.5 miles to I-95 South. 5. Follow 11th Street through four
6. Stay right to Exit 7A marked traffic lights.
"52 South, Delaware Ave." 6. Playhouse Theatre is on the right
7. Follow exit road (11th Street) in the Hotel du Pont Building.
marked "52 South, Business
District" through Delaware Ave.
intersection, bear left,
continuing on 11th Street.
8. Follow 11th Street through
four traffic lights.
9. Playhouse Theatre is on the
right in the Hotel du Pont
Building.
Downtown Wilmington
[Directional Map Appears Here]
www.dupont.com
[LOGO OF RECYCLED PAPER]
<PAGE>
P
R
O [LOGO]
X
Y PROXY/VOTING INSTRUCTION CARD
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 26, 2000, 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 previously 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 certain
employee savings plans. A trustee for each plan will vote these shares as
directed provided your voting instruction is received by April 20, 2000. A
trustee for an employee savings plan may vote in its discretion all shares held
in the plan for which no voting instructions are received. 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.
(Change of Address/Comments)
Nominees for the Election of Directors are:
- ------------------------------------------- --------------------------------
01. A. J. P. Belda 08. G. Lindahl
02. C. J. Crawford 09. M. Naitoh --------------------------------
03. L. C. Duemling 10. W. K. Reilly
04. E. B. du Pont 11. H. R. Sharp, III --------------------------------
05. C. O. Holliday, Jr. 12. C. M. Vest
06. D. C. Hopkins 13. S. I. Weill --------------------------------
07. L. D. Juliber (If you have written in the
above space, please mark the
corresponding box on the
reverse side of this card)
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 YOUR PROXY CARD BY MAIL
E. I. DU PONT DE NEMOURS
AND COMPANY
Annual Meeting of Stockholders
April 26, 2000
10:30 a.m.
The Playhouse Theatre
DuPont Building
1007 Market Street
Wilmington, Delaware
<PAGE>
[X]Please mark your
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 5.
The Board of Directors recommends a vote "FOR" Board proposals 1 and 2.
- ------------------------------------------------------------------------
FOR WITHHELD
1. On Election [ ] [ ]
of Directors.
(see reverse)
2. On Independent Accountants FOR AGAINST ABSTAIN
[ ] [ ] [ ]
To withhold authority to vote for any nominee, specify name below:
- -------------------------------------------------------
The Board of Directors recommends a vote "AGAINST" the following stockholder
proposals.
3. On Political Nonpartisanship FOR AGAINST ABSTAIN
[ ] [ ] [ ]
4. On Employment Matters FOR AGAINST ABSTAIN
[ ] [ ] [ ]
5. On Plant Closure FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Send Annual Meeting Ticket [ ]
Discontinue Annual Report Mailing 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 signer 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 BY 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.eproxyvote.com/dd
. Have this proxy form ready and follow the simple instructions on the web
site.
. You will be able to elect to access future Annual Meeting proxy materials
via the Internet.
On a touch-tone phone, call toll-free 1-877-779-8683 (outside the US and Canada,
call collect 201-536-8073) and you will hear these instructions:
. Enter the last four digits of your social security number; and
. Enter the control number from the box above (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 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 no mail your proxy card.
- ------------------------------------------------------------------------
THANK YOU FOR VOTING.
<PAGE>
E. I. du Pont de Nemours and Company
2000 Telephone Voting Script
----------------------------------------------------
Toll Free: 1-877-PRX-VOTE or 1-877-779-8683
----------------------------------------------------
1. Welcome to the electronic voting system. Please have your proxy card or
voting instruction sheet or ballot available before voting.
2. Enter the Voter Control Number as it appears on the card followed by the
pound sign.
3. One moment please while we verify your information.
4. Enter the last four digits of the U.S. Social Security number or the U.S.
taxpayer identification number for this account followed by the pound sign.
5. The company that you are voting is E. I. du Pont de Nemours and Company.
6. Your 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
the instructions at the meeting of the stockholders.
7. To vote all proposals in accordance with the recommendations of the Board
of Directors, press 1. If you wish to vote on one proposal at a time,
press 2.
If 1, go to Playback.
--------
If 2, go to 8.
8. Item #1. To vote for Election of Directors press 1. To withhold from all
nominees press 2. To withhold from individual nominees press 3.
If 1, go to 9.
If 2, go to 9.
If 3, go to Director Exception.
------------------
<PAGE>
-----------------------------------------------------------------
Director Exception
------------------
Enter the 2-digit number next to the nominee from whom you would
like to withhold your vote followed by the pound key. Or if you
have completed voting on directors, press the pound key again.
If pound key entered twice, go to the next item.
If valid nominee number, go to Next Nominee.
------------
Next Nominee
------------
To withhold your vote from another nominee, enter the 2-digit
number next to the nominee followed by the pound key, or if you
have completed voting on directors press the pound key again.
If pound key entered twice, go to the next item.
If valid nominee number, go to Next Nominee.
------------
Invalid Nominee Number
----------------------
You have entered an invalid nominee number
(Go to Next Nominee.)
------------
------------------------------------------------------------------
9. Item #2. To vote for Independent Accountants, press 1; against, press 2;
abstain, press 3.
If 1, go to 10.
If 2, go to 10.
If 3, go to 10.
10. Item #3. To vote for Political Nonpartisanship, press 1; against, press 2;
abstain, press 3.
If 1, go to 11.
If 2, go to 11.
If 3, go to 11.
11. Item #4. To vote for Employment Matters, press 1; against, press 2;
abstain, press 3.
If 1, go to 12.
If 2, go to 12.
If 3, go to 12.
12. Item #5. To vote for Plant Closure, press 1; against, press 2; abstain,
press 3.
If 1, go to 13.
If 2, go to 13.
If 3, go to 13.
<PAGE>
13. If you would like for us to send an Annual Meeting Ticket, press 1. If not,
press 2.
If 1, go to 14.
If 2, go to 14.
14. If you would like to discontinue mailing an annual report to this account,
press 1. If not, press 2.
If 1, go to 15.
If 2, go to 15.
15. You have cast your vote as follows:
----------------------------------------------------------------------
Playback (Playback the appropriate vote for this proxy card.)
--------
----------------------------------------------------------------------
Default Playback
----------------
You have voted in the manner recommended by the Board of Directors.
Director Proposal Playback
--------------------------
Voted for all nominees: Item #. You have voted for all nominees.
----------------------
Withhold from all nominees: Item #. You have voted to withhold your
--------------------------
vote from all nominees.
Withhold from individual nominees: Item #. You have voted for all
---------------------------------
nominees except for the following nominee numbers
For/Against/Abstain Proposal Playback
-------------------------------------
Item # (For/Against/Abstain)
----------------------------------------------------------------------
16. To Confirm your vote, press 1. To cancel your vote, press 2.
If 1, go to 18.
If 2, go to 17.
17. Your vote has been cancelled. If you wish to vote another card, press 1.
Otherwise, please hang up and mark, sign, and return your card in the
envelope provided. Thank you for calling.
18. Your vote has been successfully recorded. It is not necessary for you to
mail your card. If you wish to vote another card or change your vote, press
1. Otherwise, please hang up. Thank you for voting.
<PAGE>
------------------------------------------------------------------
Invalid Control Numbers
-----------------------
We are unable to authenticate the information that you entered.
No Key Pressed
--------------
Go to the same item (repeat three times); otherwise, go to Error.
-----
Invalid Number
--------------
Go to the same item (repeat three times); otherwise, go to Error.
-----
Error
-----
We are unable to process your request at this time. Thank you for
calling.
(Call ends.)
------------------------------------------------------------------
<PAGE>
[LOGO OF DU PONT]
The miracles of science
VOTE Welcome!
BY NET
Name Line
Address Line
City, State Zip Line
e-mail address:
==========================
==========================
Proceed
<PAGE>
[LOGO OF DUPONT]
The miracles of science
PROXY/VOTING INSTRUCTION CARD
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 26, 2000, 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 previously given.
As described in the proxy statement, this proxy also provides voting
instructions for shares held for the account of the undersigned in certain
employee savings plans. A trustee for each plan will vote these shares as
directed provided your voting instruction is received by April 20, 2000. A
trustee for an employee savings plan may vote in its discretion all shares held
in the plan for which no voting instructions are received. 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.
The Board of Directors Recommends a Vote
"FOR" all Nominees for Director.
"FOR" Proposal 2.
"AGAINST" Proposals 3, 4 and 5.
================================================================================
Check this box to cast your vote in accordance with the recommendations of the
Board of Directors
The Board Recommends a Vote "FOR" all Nominees for Director.
For All Nominees Withhold
Except As Noted As To All
Below Nominees
1. Election of Directors
Or, check the box for the Director(s) from whom you wish to withhold your vote:
A. J. P. Belda C. J. Crawford L. C. Duemling
E. B. du Pont C. O. Holliday, Jr. D. C. Hopkins
L. D. Juliber G. Lindahl M. Naitoh
W. K. Reilly H. R. Sharp, III C. M. Vest
S. I. Weill
<PAGE>
The Board Recommends a Vote "FOR" Proposal 2.
For Against Abstain
2. On Independent Accountants
The Board Recommends a Vote "AGAINST" Proposals 3, 4 and 5.
For Against Abstain
3. On Political Nonpartisanship
For Against Abstain
4. On Employment Matters
For Against Abstain
5. On Plant Closure
================================================================================
Check the box below, if the option applies to you.
I will attend the Annual Meeting.
Please 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 Your Vote button is clicked.)
Submit Your Vote
<PAGE>
[LOGO OF DUPONT]
The miracles of science
VOTE Your proxy vote has been recorded as follows:
BY NET
=====================================
1. Election of Directors
=====================================
2. On Independent Accountants
=====================================
3. On Political Nonpartisanship
=====================================
4. On Employment Matters
=====================================
5. On Plant Closure
=====================================
Please review your vote. If this is incorrect, please use the Back
button on your browser, change your vote and resubmit. If this is
correct, please click the button below.
Proceed
<PAGE>
[LOGO OF DUPONT]
The miracles of science
VOTE Success! Your vote has been cast and will be tabulated by EquiServe
BY NET within 24 hours. Please take a moment to review the options below.
======================================================================
If you wish to receive all future E. I. du Pont de Nemours and Company
Annual Meeting materials, such as, annual report, proxy statement and
your voter control number, online, click the button below.
Proceed
If you wish to submit comments to E. I. du Pont de Nemours and
Company, click the button below.
Submit Comments
If you wish to submit an address change request for this account,
click the button below.
Proceed
You can now vote another proxy card or exit to the E. I. du Pont de
----------------
Nemours and Company homepage or EquiServe's homepage.
------------------- -----------
Vote Another Proxy
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