2003 Governance Charter: DD

E. I. DU PONT DE NEMOURS AND COMPANY

CORPORATE GOVERNANCE COMMITTEE CHARTER

I. PURPOSE
The primary purpose of the Corporate Governance Committee is to:

o Identify individuals qualified to become Board members and recommend to the
Board nominees for election as directors of the Company, including nominees
whom the Board proposes for election as directors at the annual meeting; and

o Develop and recommend to the Board a set of corporate governance principles
for the Company.


II. RESPONSIBILITIES

The Corporate Governance Committee's responsibilities shall include:

o Selection of new directors who shall have the highest personal and
professional integrity, who shall have demonstrated exceptional ability and
judgment and who shall be most effective, in conjunction with the other
nominees to the Board, in collectively serving the long-term interests of the
shareholders;

o Review and recommendation to the Board on the size, composition and
organization of the Board and its committees; directorship policies and
practices; Board operations; and associated matters of corporate governance,
including committee charters;

o Guidance on directors continuing education;

o Oversight of the evaluation of the Board and its effectiveness; and

o Annual performance evaluation of the Corporate Governance Committee.

In carrying out these responsibilities, the Corporate Governance Committee
may

o Consult with the Chairman and Chief Executive Officer in developing
recommendations to the Board on potential nominees for election to the Board
and such other matters as the Committee considers appropriate; and

o Retain any search firm that the Committee considers appropriate to be used to
identify director candidates, and approve related fees and retention terms of
such firm.


III. COMPOSITION

The Corporate Governance Committee shall be comprised of 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 Corporate Governance Committee shall be elected by the
Board at the annual organizational meeting of the Board. The members of the
Corporate Governance 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
search firm retained by the Committee, in separate executive sessions to discuss
any matters that the Committee, management or the search firm believe should be
discussed privately.

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