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                           AMENDED AND RESTATED  
                          DUPONT PHOTOMASKS, INC.
                          NON-EMPLOYEE DIRECTORS'
                            STOCK OPTION PLAN    

I.  PURPOSE.

    The Purpose of the DuPont Photomasks, Inc. Non-Employee Directors' Stock 
Option Plan (the "Plan") is to secure for DuPont Photomasks, Inc. (the 
"Company") and its shareholders the benefits of the incentive inherent in 
increased ownership of common stock, par value $.01 per share (the "Common 
Stock"), of the Company by the members of the Board of Directors (the 
"Board") of the Company who are not employees of the Company or any of its 
subsidiaries ("Non-Employee Directors").  It is expected that the Plan will 
encourage qualified persons to become directors of the Company and that 
ownership of Company stock will provide such Non-Employee Directors with a 
more direct stake in the future welfare of the Company and encourage them to 
remain directors of the Company.

II. ADMINISTRATION.

    The Plan shall be administered by the Board.  The Board shall have all 
the powers vested in it by the terms of the Plan, such powers to include 
authority (within the limitations described herein) to prescribe the form of 
the agreement embodying awards of stock options made under the Plan (the 
"Options") and the power to determine the restrictions, if any, on the 
ability of participants to dispose of any stock issued in the Plan.  The 
Board shall, subject to the provisions of the Plan, have the power to 
construe the Plan, to determine all questions arising thereunder and to adopt 
and amend such rules and regulations for the administration of the Plan as it 
may deem desirable.  Any decisions of the Board in the administration of the 
Plan, as described herein, shall be final and conclusive.  The Board may 
authorize any one or more of their number or the Secretary or any other 
officer of the Company to execute and deliver documents on behalf of the 
Board.  The Board hereby authorizes the Secretary to execute and deliver all 
documents to be delivered by the Board pursuant to the Plan.  No member of 
the Board shall be liable for anything done or omitted to be done by such 
member or by any other member of the Board in connection with the Plan, 
except for such member's own willful misconduct or as expressly provided by 
statute.

III. AMOUNT OF STOCK.

    The stock which may be issued and sold under the Plan will be the Common 
Stock (par value $.01 per share) of the Company.  The total amount of stock 
for which Options may be granted under the Plan shall not exceed 250,000 
Common Stock shares, subject to adjustment as provided in Article VI below.  
The stock to be issued may be either authorized and unissued shares or issued 
shares acquired by the Company or its subsidiaries.

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IV. ELIGIBILITY.

    Each member of the Board of the Company who is not an employee of the
Company or any of its subsidiaries (a "Non-Employee Director") shall be eligible
to receive an Option in accordance with Article V below (provided such
Non-Employee Director is not precluded by his or her employer from receiving an
option grant).  The adoption of this Plan shall be not deemed to give any
director any right to be granted an Option, except to the extent and upon such
terms and conditions, in accordance with terms of the Plan, as may be determined
by the Board.

V.  TERMS AND CONDITIONS OF OPTIONS.

    Each Option granted under the Plan shall be evidenced by an agreement in
such form as the Board shall prescribe from time to time in accordance with the
Plan, and shall comply with the following terms and conditions:

1.  The Option exercise price shall be the fair market value of the Common
Stock shares subject to such option on the date the Option is granted, as
determined in accordance with Article V9.

2.  Each Non-Employee Director shall receive an Option for 10,000 shares of
Common Stock the later of:  (a) upon his or her first election of the Board, or
(b) the initial public offering of the Company's stock.

3.  Except as provided below, each year, as of the first day of the month
following the Annual Meeting of Stockholders of the Company, each Non-Employee
Director who has been reelected as a member of the Board as of the adjournment
of the Annual Meeting shall receive an Option for 3,000 shares of Common Stock;
provided, however, that a Non-Employee Director who has been first elected to
the Board within the 60 day period immediately preceding the Annual Meeting and
has therefore received an Option under Article V2, above, shall not receive an
Option for an additional 3,000 shares at such Annual Meeting.

4.  Except as set forth in Article VII, the Option shall not be transferable by
the optionee otherwise than by will or the laws of descent and distribution, and
shall be exercisable during the lifetime of the optionee only by the optionee.

5.  No Option or any part of an Option shall be exercisable:

    A.   After the expiration of ten years from the date the Option was
granted;

    B.   Unless written notice of the exercise is delivered to the Company
specifying the number of shares to be purchased and payment in full is made for
the shares of Common Stock being acquired.  Payment shall be made in cash (U.S.
Dollars); and

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    C.   Unless the person exercising the Option has been, at all times 
during the period beginning with the date of grant of the Option and ending 
on the date of such exercise, a Director of the Company or his permitted 
transferees (pursuant to Article VII), except that if such person shall cease 
to be such a Director by reason of Retirement or death while holding an 
Option that has vested under the terms of Article V6 hereof but not expired 
and has not been fully exercised, such person or his permitted transferees 
(pursuant to Article VII), or in the case of death, the executors, 
administrators, legatees, or distributees, as the case may be, may at any 
time for a period of six months after the date such person ceased to be such 
a director (but in no event after the Option has expired under the provisions 
of Article V5A above), exercise the Option with respect to any shares of 
Common Stock as to which such person has not exercised the Option on the date 
the person ceased to be such a Director. In the event any Option is exercised 
by the executors, administrators, legatees or distributees of the estate of a 
deceased optionee, the Company shall be under no obligation to issue stock 
thereunder unless and until the Company is satisfied that the person or 
persons exercising the Option are the duly appointment legal representatives 
of the deceased optionee's estate or the proper legatees or distributees 
thereof.

6.  One-quarter (25%) of the total number of shares of Common Stock covered by
the Option shall become exercisable beginning with the first anniversary date of
the grant of the Option; thereafter an additional one-quarter (25% ) of the
total number of shares of Common Stock covered by the Option shall become
exercisable on each subsequent anniversary date of the grant of the Option until
on the fourth anniversary date of the grant of the option the total number of
shares of Common Stock covered by the Option shall become exercisable.  In the
event the Non-Employee Director ceases to be a Director by reason of Retirement
or death, the total number of shares of Common Stock covered by the Option shall
thereupon become exercisable provided such Option shall have been granted at
least 6 months prior to such Retirement or death.

7.  Options granted to a person shall automatically be forfeited by such person
if such person shall cease to be a Director for reasons other than Retirement or
death.

8.  As used in this Article V, the term "Retirement" means the termination of a
Director's service on the Board, including resignation from the Board upon
reaching age 70 or otherwise resigning or not standing for reelection with the
approval of the Board, but shall not include any termination of service
resulting from an act of (I) fraud or intentional misrepresentation or (ii)
embezzlement, misappropriation or conversion of assets or opportunities of the
Company or any direct or indirect majority-owned subsidiary of the Company, by
such Non-Employee Director.  The determination of whether termination results
from any such act shall be made by the Board, whose determination shall be
conclusive.

9.  As used herein, fair market value shall be, at the time of the initial
public offering of the stock, the initial offering price and thereafter shall be
the average of the high and low prices of the Common Stock on the date of
determination as reported on the NASDAQ Composite Index or if no sales of such
stock were reported on the date of determination, the average of the high and
low prices of such stock or the next preceding day on which sales were reported
on such Index.

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10. Only non-qualified stock options may be granted under this plan.

VI. ADJUSTMENT IN THE EVENT OF CHANGE IN STOCK.

1.  In the event of any stock dividend, split-up, reclassification or other
analogous change in capitalization, the Compensation Committee shall make such
adjustments, in the light of the change, as it deems to be equitable, both to
the optionees and to the Company, in

    A.   The number of shares and prices per share applicable to outstanding
stock options.

    B.   The aggregate limitation set forth in Article III with respect to the
number of shares which may be made subject to options.

Furthermore, in the event of a distribution to common stockholders other than
interim or year-end dividends declared as such by the Board of Directors, the
Compensation Committee shall make such adjustments, in the light of the
distribution, as it deems to be equitable, both to the optionees and to the
Company, in respect of the items described in A above.

2.  Any fractional shares resulting from adjustments made pursuant to this
Article shall be eliminated.

VII. MISCELLANEOUS PROVISIONS.

1.  Except as expressly provided for in the Plan, no Non-Employee Director or
other person shall have any claim or right to be granted an Option under the
Plan.  Neither the Plan nor any action taken hereunder shall be construed as
giving any Non-Employee Director any right to be retained in the service of the
Company.

2.  All or a portion of the Option granted to a Non-Employee Director may be on
terms that permit transfer without consideration by such Non-Employee Director
to:

    (i)   the spouse, children or grandchildren of the Non-Employee Director
("Immediate Family Members"),

    (ii)  a trust or trusts for the exclusive benefit of such Immediate
Family Members (including a custodian under a Uniform Gifts to Minors Act for
the benefit of a child or grandchild), or

    (iii) a partnership or other entity in which such Immediate Family
Members are the only partners,

PROVIDED that (A) the stock option agreement pursuant to which such Options are
granted must expressly provide for transferability in a manner consistent with
this Section, and (B) subsequent transfers of transferred Options shall be
prohibited except by will or the laws of descent and 

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distribution.  Following transfer, any such Options shall continue to be 
subject to the same terms and conditions as were applicable immediately prior 
to transfer, provided that for purposes of each agreement, the term 
"Non-Employee Director" shall be deemed to refer to the transferee (however, 
the events of termination of service as a director of Section V hereof shall 
continue to be applied with respect to the Non-Employee Director).  Except as 
set forth above, an optionee's rights and interest under the Plan may not be 
assigned or transferred in whole or in part either directly or by operation 
of law or otherwise (except in the event of an optionee's death, by will or 
by laws of descent and distribution), including, but not by way of 
limitation, execution, levy, garnishment, attachment, pledge, bankruptcy, or 
in any other manner, and no such right or interest of any participant in the 
Plan shall be subject to any obligation or liability of such participant.

3.  No Common Stock shares shall be issued hereunder unless counsel for the
Company shall be satisfied that such issuance will be in compliance with
applicable Federal, state and other securities laws and regulations.

4.  It shall be a condition to the obligation of the Company to issue Common
Stock shares upon exercise of an Option, that the optionee (or any beneficiary
or person entitled to act under Article V5C above) pay to the Company, upon its
demand, such amount as may be requested by the Company for the purpose of
satisfying any liability to withhold Federal, state, local, or foreign income or
other taxes.  If the amount requested is not paid (which payment may be made in
any manner prescribed in Article V5B), the Company may refuse to issue Common
Stock shares.

5.  The expenses of the Plan shall be borne by the Company.

6.  The Plan shall be unfunded.  The Company shall not be required to establish
any special or separate fund or to make any other segregation of assets to
assure the issuance of shares upon exercise of any Option under the Plan, and
the issuance of shares upon exercise of Options shall be subordinate to the
claims of the Company's general creditors.

7.  By accepting any Option or other benefit under the Plan, each optionee and
each person claiming under or through such person shall be conclusively deemed
to have indicated his or her acceptance and ratification of, and consent to, any
action taken under the Plan by the Company or the Board.

VIII. AMENDMENT OR DISCLOSURE.

    The Plan may be amended at any time and from time to time by the Board as 
the Board shall deem advisable; provided, however, that no amendment shall 
become effective without stockholder approval if such stockholder approval is 
required by law, rule or regulation, and provided further, to the extent 
required by Rule 16b-3 under Section 16 of the Securities Exchange Act of 
1934, as amended (the "Exchange Act"), in effect from time to time, Plan 
provisions relating to the amount, price, and timing of Options shall not be 
amended more than once every six months, except that the foregoing shall not 
preclude any amendment to comport with changes in the Internal Revenue Code 

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of 1986, the Employee Retirement Income Security Act of 1974, or the rules 
thereunder in effect from time to time.  No amendment of the Plan shall 
materially and adversely affect any right of any participant with respect to 
any Option theretofore granted without such participant's written consent.

IX. EFFECTIVE DATE OF PLAN.

    The Plan shall become effective when the Plan is approved and adopted by 
the Company's stockholders.

X.  TERM.

    The Plan shall continue in effect without limit unless and until the 
Board otherwise determines.

XI. COMPLIANCE WITH SEC REGULATIONS.

    It is the Company's intent that the Plan comply in all respects with Rule 
16b-3 under the Exchange Act, and any related regulations.  If any provision 
of this Plan is later found not to be in compliance with such Rule and 
regulations, the provision shall be deemed null and void.  All grants and 
exercises of options under this Plan shall be executed in accordance with the 
requirements of Section 16 of the Exchange Act and regulations promulgated 
thereunder.

XII. GOVERNING LAW.

    The validity and construction of the Plan and any agreements entered into 
thereunder shall be governed by the laws of the State of Delaware.

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