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                               AMENDED BONUS PLAN     
                          FOR DUPONT PHOTOMASKS, INC. 
                               (AMENDED 10/28/96)     

I.    PURPOSE

      The purposes of this Amended Bonus Plan for DuPont Photomasks, Inc. 
      (the "Plan") are: a) to provide greater incentive for employees to 
      exert their best efforts on behalf of DuPont Photomasks, Inc. ("DPI" 
      or  the "Company"); b) to attract and retain in the employ of DPI key 
      employees of outstanding competence; and c) further align the 
      interests of such employees with those of the Company.

II.   FORM OF BONUS

      Bonuses under this Plan will be paid, at the option of the Compensation 
      Committee of DPI, in (i) cash, (ii) shares of the Common Stock, $.0l 
      par value, of DPI ("DPI Stock"), or (iii) a combination of cash and 
      DPI Stock.

III.  LIMITATIONS ON BONUS

      1. Bonus grants under this Plan shall be made from the Bonus Fund, 
         which shall be determined and credited annually by the Compensation 
         Committee of DPI.  The Bonus Fund shall not exceed 9% of the Company's
         pre-tax earnings, in any fiscal year; provided however, that the 
         Compensation Committee, in its discretion, may exceed this fund limit 
         up to an amount not greater than the carry forward amount in any year 
         in which the Compensation Committee has carried forward any unawarded 
         portion of said fund from a prior year(s).

     2.  Bonus grants for each year need not have an aggregate value equal to 
         the entire amount available in the Bonus Fund.  Any unawarded portion 
         of said fund, at the discretion of the Compensation Committee, may be 
         carried forward and be available for grants in a succeeding year or 
         years.

     3.  The aggregate number of shares of DPI Stock which may be awarded as 
         bonuses under this Plan shall not together exceed one million 
         (1,000,000) shares.

IV.   ADMINISTRATION

      1. Except as otherwise specifically provided, the Plan shall be 
         administered by the Compensation Committee of the Board of Directors 
         of DPI, and the members thereof shall be ineligible for grants under 
         this Plan while serving on said Committee.

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      2. The decision of the Compensation Committee with respect to any 
         questions arising as to interpretation of this Plan, including the 
         severability of any and all of the provisions hereof, shall be final, 
         conclusive, and binding.

V.    ELIGIBILITY FOR BONUS

      1. A Bonus under the Plan may be granted to any employee who has 
         contributed in a general way to the Company's success by his or her 
         ability, efficiency, and loyalty, consideration being given to those 
         employees who have contributed the most, and to those with ability to 
         succeed to more senior responsibility in DPI.  A Bonus may also be 
         granted to:

         a.   a person performing services on a consultant basis,
         b.   an employee who retired or plans to retire by separation
              from service from the Company or a plan company,
         c.   a former employee terminated on account of lack of work, and
         d.   the surviving spouse or estate of a deceased employee.

      2. Except as set forth in subparagraphs (a) to (d) of the preceding 
         paragraph, to be eligible for a Bonus grant an employee shall be 
         employed by DPI or a plan company as of the date final action is taken 
         on a grant under this Plan and shall be expected to continue in the 
         employ of such company.

      3. For purposes of this Plan, the term "employee" shall include an 
         employee of a corporation or other business entity in which DPI shall 
         directly or indirectly own fifty percent or more of the outstanding 
         voting stock or other ownership interest.  The term "plan company" as 
         used in this Plan shall mean a business entity whose employees are 
         eligible for grants under this Plan.

VI.   BONUS GRANTS

      1. A performance goal based on the Company's pre-tax earnings, 
         excluding abnormal costs, will be set annually by the Board of 
         Directors. Target bonus grants will be established annually by the 
         Compensation Committee, upon recommendations by the Chief Executive 
         Officer of the Company, based on the position of eligible employees 
         and computed as a percentage of the employee's salary.  The amount of 
         bonus paid will be based on the employee's target bonus grant, the 
         performance of the Company compared with the performance goal and 
         individual contribution by the employee.

      2. The Committee shall determine each year the total amount of the 
         Bonus Fund to be distributed.  Subject to Article VIII, any Bonus for 
         any fiscal year shall be delivered as soon as practicable after the 
         close of such fiscal year or at periodic times during the year as 
         determined by the Compensation Committee.

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      3. Annually upon the approval of Bonus grants, each beneficiary shall 
         be informed of his or her grant and that such a grant is subject to 
         the applicable provisions of the Plan.

      4. If any bonus is paid in DPI Stock, the value of DPI Stock awarded 
         under this Plan shall be its fair market value on the date the bonus 
         is granted.  Fair market value shall be the average of the high and 
         low prices of the DPI Stock, as reported on the NASDAQ Composite Index 
         on the date of grant of stock, or if no sales of such stock were 
         reported on said Index on such date, the average of the high and low 
         prices of such stock on the next preceding day on which sales were 
         reported on said Index.

VII.  RECOMMENDATIONS AND APPROVAL OF GRANTS

      1. Grants to employees shall be made by the Compensation Committee.  
         Recommendations for grants to employees shall be made to the 
         Compensation Committee by the Chief Executive Officer of the Company.

      2. The Compensation Committee may appoint a subcommittee comprised 
         solely of two (2) or more Non-Employee Directors, to make grants to 
         directors and executive officers.  A "Non-Employee Director" is a 
         director who is not an officer or employee of the Company or a parent 
         or subsidiary of the Company, who does not possess an interest in any 
         other transaction for which disclosure would be required pursuant to 
         Rule 404(a), of Regulation S-K of the General Rules and Regulations of 
         the 1934 Act and who is not engaged in a business relationship for 
         which disclosure is required pursuant to Rule 404(b).  Anything to the 
         contrary herein notwithstanding, if a subcommittee of Non-Employee 
         Directors cannot be formed, the Board of Directors shall approve all 
         grants to executive officers and directors.  Any grant to an employee 
         who is not a member of the Board of Directors shall be made in the 
         discretion of the Compensation Committee which shall take final action 
         on any such grant.  No persons shall have a right to a grant under 
         this Plan until final action has been taken for such grant.  At the 
         discretion of the Compensation Committee, grants to employees of a 
         plan company may be made subject to approval by the Board of Directors 
         or other management group of such plan company.

VIII. DELIVERY

      Grants under this Plan shall be delivered to the beneficiary promptly, 
      or at such future times and under such terms and conditions as the 
      Compensation Committee may determine.  If it is determined that the 
      grant be delivered promptly to the beneficiary, that beneficiary may 
      be granted the option to defer delivery of the grant to the extent 
      provided in terms and conditions established by the Compensation 
      Committee.

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IX.   AMENDMENTS

      The Company reserves the right to modify this Plan from time to time or 
      to repeal the Plan entirely, or to direct the discontinuance of grants 
      either temporarily or permanently; provided, however, that no 
      modification of this Plan shall operate to annul, without the consent 
      of the beneficiary, a grant already approved hereunder; provided, 
      also, that no modification without approval of the Compensation 
      Committee shall increase the maximum amount which may be credited to 
      the Bonus Fund as herein above provided.

X.    MISCELLANEOUS

      All expenses and costs in connection with the administration of this 
      Plan shall be borne by DPI and no part thereof shall be charged 
      against the Bonus Fund.

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