2003 Compensation Charter: DD

E. I. DU PONT DE NEMOURS AND COMPANY

COMPENSATION COMMITTEE CHARTER

I. PURPOSE

The primary purpose of the Compensation Committee is to:

o Discharge the responsibilities of the Company's Board of Directors relating
to compensation of the Company's executive employees;

o Produce an annual report on executive compensation for inclusion in the
Company's proxy statement, in accordance with applicable rules and
regulations; and

o Oversee the succession planning process and personal development for key
positions.


II. RESPONSIBILITIES

The Compensation Committee's responsibilities shall include:

o Establishment of the executive compensation policy for the Company consistent
with corporate objectives and shareholder interests;

o Evaluation of the performance of the Chief Executive Officer against
Board-approved goals and objectives;

o Recommendation to the Board regarding the compensation for the Chief
Executive Officer;

o Review and approval of employment arrangements with executive officers;

o Recommendation to the Board regarding the compensation for nonemployee
directors;

o Administration of grants under the Company's compensation plans, including
recommendation to the Board with respect to variable compensation and
equity-based plans;

o Assessment of key leadership talent and monitoring succession planning,
development and retention of key current and future leaders;

o Oversight of the Chief Executive Officer succession planning process; and

o Annual performance evaluation of the Compensation Committee.

In carrying out these responsibilities, the Compensation Committee may

o Take appropriate action to authorize the issuance of DuPont common stock
pursuant to provisions of the Company's compensation and benefit plans;

o Retain or replace trustees under the Company's benefit plans and take such
other actions as may be required by the Company's compensation and benefit
plans, related trust agreements or other plan documents;

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o Retain any consultant that the Committee considers appropriate and approve
related fees and other retention terms; and

o Request any officer or employee of the Company or the Company's outside
counsel to attend a meeting of or to meet with any members of, or consultants
to, the Compensation Committee.


III. COMPOSITION

The Compensation Committee shall be comprised of at least three
independent directors, each of whom 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.

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


IV. MEETINGS

The Committee shall meet at least three times annually. The Committee may
at its discretion meet with or without management, and with or without any
compensation consultant retained by the Committee, in separate executive
sessions to discuss any matters that the Committee, management or the
compensation consultant believe should be discussed privately.

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