2004 Committee Charter: DD

I. PURPOSE

The primary purpose of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities relating to:

o Monitoring the quality, reliability and integrity of the Company's external
financial reporting process;

o The adequacy of the Company's internal controls particularly with respect
to the Company's compliance with legal and regulatory requirements and
corporate policy;

o The independence and qualifications of the Company's independent auditors,
who shall be accountable to the Audit Committee and the Board of Directors;

o The performance of the Company's internal audit function and the Company's
independent auditors; and

o The preparation of an Audit Committee Report for inclusion in the Company's
annual meeting proxy statement, in accordance with applicable rules and
regulations.

II. RESPONSIBILITIES

The Audit Committee's responsibilities shall include:

o Subject to shareholder approval, nominating, employing and replacing the
independent auditors to audit the consolidated financial statements of the
Company.

o Pre-approving all audit and permitted non-audit related services, including
the fees related to the provision of such services, to be performed by the
Company's independent auditors.

o Reviewing and appraising the audit efforts of the Company's independent
auditors.

o Reviewing and appraising the audit efforts of the Company's internal audit
function, including reviewing with the independent auditors the
responsibilities, budget and staffing of the internal audit function.

o Ensuring that the independent auditors submit, at least annually, to the
Audit Committee a report describing (1) the independent auditors' quality
control procedures, (2) all relationships between the independent auditors
and the Company, and (3) material issues raised by the independent
auditors' most recent internal quality control review or peer review or by
any governmental or professional inquiry or investigation in the most
recent five-year period relating to the independent auditors' audits. The
Audit Committee is responsible for actively engaging in a dialogue with the
independent auditors with respect to any disclosed relationships or
services that may impact the objectivity and independence of the
independent auditors. As appropriate, the Audit Committee shall recommend
that the Board of Directors take appropriate action in response to the
independent auditors' report to satisfy itself of their independence.

o Reviewing with management and the independent auditors the Company's
financial statements and disclosures under Management's Discussion and
Analysis of Financial Condition and Results of Operations to be included in
the Company's Annual Report on Form 10-K and in its quarterly reports on
Form 10-Q prior to filing such reports with the Securities and Exchange
Commission. Such review shall include discussing with the independent
auditors those matters required to be discussed under generally accepted
auditing standards and applicable regulations.

o Discussing with management the Company's earnings press releases, earnings
guidance, and other financial information provided to analysts and rating
agencies.

o Meeting with management periodically to discuss guidelines and policies
governing the processes used to assess, monitor and control the Company's
major risk exposures, including financial risk exposures.

o Discussing with the independent auditors any problems or difficulties
encountered during the course of the audit and any significant
disagreements with management.

o Approving the appointment or removal of the Vice President and General
Auditor.

o Providing an open avenue of communication among and individually with the
independent auditors, management, the internal audit function, and the
Board of Directors, and taking appropriate actions resulting from this
interaction.

o Establishing procedures for the receipt, retention and resolution of
complaints regarding accounting, internal controls or auditing matters,
including procedures for the confidential, anonymous submission of
complaints by employees of the Company.

o Reviewing and assessing the adequacy of this Charter on an annual basis and
recommending changes, if any, to the Board of Directors.

o Establishing a policy to govern the Company's hiring of employees or former
employees of its independent auditors.

o Reporting regularly to the Board.

o Conducting an annual performance evaluation of the Audit Committee.


III. COMPOSITION

The Audit Committee shall be comprised of at least three independent
directors. All of the members of the Audit Committee shall be independent as
determined under the Board's Corporate Governance Guidelines and the New York
Stock Exchange standard and shall be free from any relationship that, in the
opinion of the Board, would interfere with the exercise of his or her
independent judgment as a member of the Committee. In the judgment of the Board,
all of the members of the Audit Committee shall be financially literate or
become so within a reasonable period of time after his or her appointment to the
Audit Committee and at least one member of the Committee shall possess
experience and expertise in accounting or financial management.

The members of the Audit Committee shall be elected by the Board at the
annual organizational meeting of the Board. The members of the Audit Committee
shall serve until their successors shall be duly elected and qualified.


The Audit Committee shall have the authority to retain special legal,
accounting or other consultants to advise it. The Audit Committee may request
any officer or employee of the Company or the Company's outside counsel or
independent accountants to attend a meeting of or to meet with any members of,
or consultants to, the Audit Committee.

The Company shall provide the Audit Committee with a level of funding
appropriate for the Audit Committee to carry out its responsibilities.

IV. MEETINGS

The Committee shall meet at least six times annually. As part of its
job to foster open communication, the Committee shall meet at least annually
with management, the Vice President and General Auditor and the independent
auditors in separate executive sessions to discuss any matters that the
Committee or each of these groups believe should be discussed privately.

V. LIMITATION OF DUTIES

While the Audit Committee has the responsibilities and powers set forth
in the Charter, it is not the duty of the Audit Committee to plan or conduct
audits or to determine that the Company's financial statements are complete,
accurate and in accordance with generally accepted accounting principles. The
independent auditors are responsible for planning and conducting audits.
Management is responsible for preparing complete, accurate financial statements
in accordance with generally accepted accounting principles.

 

 

2003 Audit Charter: DD

E. I. DU PONT DE NEMOURS AND COMPANY

AUDIT COMMITTEE CHARTER

I. PURPOSE

The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities relating to


o Monitoring the quality, reliability and integrity of the Company's external
financial reporting process;


o The adequacy of the Company's internal controls particularly with respect to
the Company's compliance with legal and regulatory requirements and corporate
policy; and


o The independence and performance of the Company's independent accountants,
who shall be ultimately accountable to the Audit Committee and the Board of
Directors.


II. RESPONSIBILITIES

The Audit Committee's responsibilities shall include:

o Subject to shareholder approval, nominating, employing and replacing the
independent accountants to audit the financial statements of the Company;

o Pre-approving all audit and permitted non-audit related services, including
the fees related to the provision of such services, to be performed by the
Company's independent accountants;

o Reviewing and appraising the audit efforts of the Company's independent
accountants;

o Ensuring that the independent accountants submit, at least annually, to the
Audit Committee a formal, written statement delineating all relationships
between the independent accountants and the Company. The Audit Committee is
responsible for actively engaging in a dialogue with the independent
accountants with respect to any disclosed relationships or services that may
impact the objectivity and independence of the independent accountants. As
appropriate, the Audit Committee shall recommend that the Board of Directors
take appropriate action in response to the independent accountants' report to
satisfy itself of their independence;

o Reviewing with management and the independent accountants the audited
financial statements to be included in the Company's Annual Report on Form
10-K. Such review shall include discussing with the independent accountants
those matters required to be discussed under generally accepted auditing
standards;

o Reviewing with management and the independent accountants the Company's
financial information to be included in its quarterly reports on Form 10-Q
prior to filing such reports with the Securities and Exchange Commission.
Such review shall include discussing with the independent accountants those
matters required to be discussed under generally accepted auditing standards.
The Chair of the Audit Committee, or the Chair's designee, may represent it
for the purposes of the review with management and the independent
accountants;

o Reviewing and appraising the audit efforts of the Company's Internal Audit
organization;

o Meeting with management periodically to review the Company's major financial
risk exposures and the steps management has taken to monitor and control such
exposures;

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o Approving the appointment or removal of the Vice President and General
Auditor;

o Providing an open avenue of communication among and individually with the
independent accountants, financial and senior management, the Internal Audit
organization, and the Board of Directors, and taking appropriate actions
resulting from this interaction;

o Reviewing and assessing the adequacy of this Charter on an annual basis and
recommending changes, if any, to the Board of Directors; and

o Conducting an annual performance evaluation of the Audit Committee.


III. COMPOSITION

The Audit Committee shall be comprised of at least three independent
directors. All of the members of the Audit Committee shall be free from any
relationship that, in the opinion of the Board, would interfere with the
exercise of his or her independent judgment as a member of the Committee. All of
the members of the Audit Committee shall be financially literate or become so
within a reasonable period of time after his or her appointment to the Audit
Committee. At least one member of the Committee shall possess, in the judgment
of the Board, experience and expertise in accounting or financial management.

The members of the Audit Committee shall be elected by the Board at the
annual organizational meeting of the Board. The members of the Audit Committee
shall serve until their successors shall be duly elected and qualified.

The Audit Committee shall have the authority to retain special legal,
accounting or other consultants to advise it. The Audit Committee may request
any officer or employee of the Company or the Company's outside counsel or
independent accountants to attend a meeting of or to meet with any members of,
or consultants to, the Audit Committee.


IV. MEETINGS

The Committee shall meet at least four times annually. As part of its job
to foster open communication, the Committee shall meet at least annually with
management, the Vice President and General Auditor and the independent
accountants in separate executive sessions to discuss any matters that the
Committee or each of these groups believe should be discussed privately.


V. LIMITATION OF DUTIES

While the Audit Committee has the responsibilities and powers set forth in
the Charter, it is not the duty of the Audit Committee to plan or conduct audits
or to determine that the Company's financial statements are complete, accurate
and in accordance with generally accepted accounting principles. This is the
responsibility of management and the independent accountants.

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