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                              DUPONT PHOTOMASKS, INC
                   1997 STOCK OPTION AND RESTRICTED STOCK PLAN

    1.   PURPOSE

         The purpose of the DUPONT PHOTOMASKS, INC, 1997 Stock Option and 
Restricted Stock Plan (the "PLAN") is to advance the interests of DuPont 
Photomasks, Inc. (the "COMPANY") and its Subsidiaries (as defined below) by 
providing incentive awards and stock ownership opportunities to certain key 
employees (including officers), consultants, directors and other individuals 
who contribute significantly to the performance of the Company and its 
Subsidiaries.  In addition, the Plan is intended to enhance the ability of 
the Company and its Subsidiaries to attract and retain individuals of 
superior managerial ability and to motivate such key employees to exert their 
best efforts towards future progress and profitability of the Company and its 
Subsidiaries.  Accordingly, the Company may make awards ("Awards") to key 
employees, consultants and other individuals in the form of (i) options 
("OPTIONS") to purchase shares of the Company's common stock, par value $.01 
per share ("COMMON STOCK"), and (ii) shares of Common Stock which are 
restricted as provided in Section 7 ("Restricted Stock").  Options may be 
either incentive stock options ("ISOs") which are qualified under Section 422 
of the Internal Revenue Code of 1986, as amended (the "CODE"), or 
nonqualified stock options ("NONQUALIFIED OPTIONS").

         For purposes of the Plan, a "SUBSIDIARY"  shall be any corporation 
in which the Company has a direct or indirect ownership interest of 50% or 
more of the total combined voting power of all classes of stock in such 
corporation.

    2.   APPROVAL OF AWARDS

         Each Award may be approved in any of the following ways:

         A.   BOARD/COMMITTEE APPROVAL. The entire Board or the Committee (as 
defined below) may vote in advance to approve such Award.

         B.   SHAREHOLDER APPROVAL/RATIFICATION. In compliance with Section 4 
of the Securities Exchange Act of 1934 ("1934 ACT"), a majority of the 
shareholders of the Company duly entitled to vote on such matters at meetings 
held in accordance with the laws of the State of Delaware may, either in 
advance of the Award or no later than the next annual meeting of 
shareholders, affirmatively vote to approve such Award.

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3.   ADMINISTRATION AND INTERPRETATION

     A.   ADMINISTRATION. The Plan shall be administered by the Compensation 
Committee (the "COMMITTEE") of the Board of Directors (the "BOARD") of DuPont 
Photomasks, Inc.  The Committee may prescribe, amend and rescind rules and 
regulations for administration of the Plan and shall have full power and 
authority to construe and interpret the Plan.  The Committee may correct any 
defect or any omission or reconcile any inconsistency in the Plan or, subject 
to the requirements of Section 2 herein, in any grant made under the Plan in 
the manner and to the extent it shall deem desirable.

     Committee members shall be appointed by and shall serve at the pleasure 
of the Board.  The Board may from time to time appoint members of the 
Committee in substitution for or in addition to members previously appointed 
and may fill vacancies, however caused, in the Committee.

     A majority of the members of the Committee shall constitute a quorum, 
and the acts of a majority of the members present at a meeting, or the acts 
of a majority of the members evidenced in writing, shall be the acts of the 
Committee.  Members of the Committee may, in the discretion of the Board, 
receive compensation for their services as members, and all expenses and 
liabilities they incur in connection with the administration of the Plan 
shall be borne by the Company.

     The day-to-day administration of the Plan may be carried out by such 
officers and employees of the Company or its Subsidiaries as shall be 
designated from time to time by the Committee.  The Committee  may employ 
attorneys, consultants, accountants, appraisers, brokers or other persons, 
and the Committee, the Company and the officers and employees of the Company 
shall be entitled to rely upon the advice, opinions or valuations of any such 
persons.

     The Committee, the Board, or the shareholders, as the case may be, shall 
have concurrent authority to make all decisions concerning specific Awards 
granted under the Plan, including without limitation the selection of the 
persons to whom Awards are granted, the number of shares of Common Stock 
subject to each Award and the terms and conditions of each Award.  The 
Committee shall construe the terms and provisions of the Plan and the 
Agreements and adopt, from time to time, such rules and regulations, not 
inconsistent with the terms of the Plan, as it may deem advisable to carry 
out the Plan.  All decisions by the Committee shall be final.  The effective 
date of an Award is referred to herein as the "GRANT DATE."

     In the Committee's discretion, the Chief Executive Officer of the 
Company may be delegated the authority to grant Awards to key employees of 
the Company who are neither directors nor executive officers (as such term is 
defined under the 1934 Act) of the Company.

     In the event one or more members of the Committee do not qualify as 
outside directors, the Committee may, in the exercise of its discretion, 
appoint a subcommittee comprised solely of two (2) or more outside directors 
("Outside Directors Committee") in compliance with Section 162)(m)(4)(C) of 
the which shall have the exclusive authority to approve grants under the Plan 
to the chief executive officer and to other executive officers whose 
compensation may otherwise exceed the deduction limit of Section 162(m) of 
the Code ("Executive Officers"). Grants approved by the 

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Outside Directors Committee shall be subject to ratification by the Committee 
as a whole if the appointment by the Committee so provides.  Grants to 
Executive Officers shall be contingent on shareholder approval of the 
material terms of the Plan to the extent required under Section 162(m) of the 
Code.

    B.   INTERPRETATION. The interpretation and construction by the Committee 
    of any provisions of the Plan or of any grant under the Plan shall be final
    and conclusive for all purposes.

    C.   LIMITATION ON LIABILITY. Neither the Committee nor any member 
    thereof shall be liable for any act, omission interpretation, construction 
    or determination made in connection with the Plan in good faith and the 
    members of the Committee shall be entitled to indemnification and 
    reimbursement by the Company in respect of any claim, loss, damage or 
    expense (including counsel fees) arising therefrom to the full extent 
    permitted by law and the articles of incorporation of the Company.  The 
    members of the Committee, if appointed, shall be named as insureds under 
    any directors and officers liability insurance coverage that may be in 
    effect from time to time.

    4.   SHARES SUBJECT TO GRANTS UNDER THE PLAN

    The aggregate number of shares which may be issued under Awards granted 
under the Plan shall not exceed 3,000,000 shares of Common Stock; provided 
however, that the number of shares with respect to which Awards may be 
granted to any single Executive Officer of the Company during any fiscal year 
shall not exceed 2,000,000 shares of Common Stock.  Such shares may consist 
of  authorized but unissued shares of Common Stock or previously issued 
shares of Common Stock reacquired by the Company.  Until termination of the 
Plan, the Company shall at all times make available a sufficient number of 
shares to meet the requirements of the Plan and the outstanding Awards.  The 
aggregate number of shares of Common Stock which are available for Awards 
under the Plan shall be decreased by each exercise of an Option, and by each 
grant of Restricted Stock.  To the extent that such Award lapses the shares 
theretofore subject to such Award may again be granted under the Plan.  If 
any Award, in whole or in part, expires or terminates unexercised or is 
canceled or forfeited, the shares covered by such Award may be subject to 
another Award granted under the Plan.  Nevertheless, an Award that is 
canceled, lapses, expires or is forfeited will continue to be counted against 
the individual limit on Awards granted to a single Executive Officer in any 
fiscal year.  The aggregate number of shares which may be issued under awards 
granted under the Plan shall be subject to adjustment as provided in Section 
8 hereof.

    5.   ELIGIBILITY

    The individuals who shall be eligible to receive Awards under the Plan 
shall be such key employees, directors, independent consultants and other 
individuals as the Committee from time to time shall determine.  However, 
only employees of the Company and Subsidiaries shall be eligible to receive 
grants of ISOs.  In granting Awards, the Board, the Committee or the 
shareholders shall take into consideration the contribution an individual has 
made or may make to the success of the Company or its Subsidiaries and such 
other factors as the Committee shall determine.  The Board, 

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the Committee or the shareholders shall also have the authority to consult 
with and receive recommendations from officers and other employees of the 
Company and its Subsidiaries with regard to these matters.  In no event shall 
any individual or his legal representatives, heirs, legatees, distributees or 
successors have any right to participate in the Plan except to such extent, 
if any, as the Committee shall determine.

    Awards may be granted under the Plan from time to time in substitution 
for stock options, restricted stock or other stock-based compensation awards 
granted by other corporations where, as a result of a merger or consolidation 
of such other corporation, or the acquisition by the Company or a Subsidiary 
of stock or other beneficial ownership interest in such other corporation, 
the individuals who held such awards become eligible to receive Awards under 
the Plan.

6.  GRANTS AND TERMS OF OPTIONS

    A.   GRANTS OF OPTIONS. Grants of Options under the Plan shall be for 
such number of shares of Common Stock and shall be subject to such terms and 
conditions as the Board, the Committee or the shareholders shall designate. 
Options may be granted by the Board, the Committee or the shareholders to any 
eligible individual at any time and from time to time.

    B.   TERMS OF OPTIONS. Each grant of an Option shall be evidenced by an 
Agreement executed by an authorized officer of the Company.  Each Agreement 
shall be in a form approved by the Committee, shall comply with and be 
subject to the terms and conditions of the Plan and may contain such other 
provisions, consistent with the terms and conditions of the Plan and the 
specific Awards, as the Committee shall deem advisable.  References herein to 
an Agreement shall include, to the extent applicable, any amendment to the 
Agreement and any interpretation or construction thereof by the Committee 
pursuant to this Plan.

         (1)  Exercise of Options.  Options shall not be exercisable prior to 
         the date six (6) months following the Grant Date.  In the discretion 
         of the Committee, each Agreement may state that the Option granted 
         therein may not be exercised in whole or in part for a period or 
         periods of time specified in such Agreement and may further limit 
         the exercisability of  the Option in such a manner as the Committee 
         deems appropriate, consistent with the terms of the specific Award.  
         In addition, the Committee may, by a resolution duly adopted, 
         suspend the exercisability of all outstanding Options at any time 
         and from time to time upon a determination, in its discretion that 
         such suspension is in the best interests of the Company and its 
         shareholders; provided, that the resolution effecting any such 
         suspension shall also make provision for the exercise of all 
         outstanding Options for a reasonable period of time following such 
         suspension (but in no event less than 30 days).  Except as provided 
         herein or as so specified in the Agreement or in a resolution of the 
         Committee, any Option may be exercised in whole at any time or in 
         part from time to time during its term.  The Committee may, in its 
         discretion, consistent with the terms of the specific Award, at any 
         time and from time to time accelerate the exercisability of all or 
         part of any Option.  A recipient of the Option ("Optionee") may 
         exercise an Option by providing written notice to the Company at any 
         time or 

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         from time to time during the period such Option is exercisable and 
         by satisfying such other conditions as set forth in the Agreement 
         relating to the Option, including without limitation satisfying the 
         requirements for tax withholding with respect to such exercise.

(2)  PAYMENT OF OPTION EXERCISE PRICE.  Upon exercise of an Option, the full 
price per share (the "EXERCISE PRICE") for the shares with respect to which 
the Option is being exercised shall be payable to the Company (i) in cash or 
by check payable and acceptable to the Company, (ii) by tendering to the 
Company shares of Common Stock owned by the Optionee for at least six months, 
having an aggregate Market Value Per Share (as defined below) as of the date 
of exercise and tender that is not greater than the Exercise Price for the 
shares with respect to which the Option is being exercised and by paying any 
remaining amount of the Exercise Price as provided above, or (iii) by the 
Optionee delivering to the Company a properly executed exercise notice 
together with irrevocable instructions to a broker to promptly deliver to the 
Company cash or a check payable and acceptable to the Company to pay the 
option exercise price, provided that the Optionee and the broker shall comply 
with such procedures and enter into such agreements of indemnity as the 
Committee may prescribe as a condition of such payment procedure.  In lieu of 
(ii) above, upon confirming that the Optionee owns the number of additional 
shares being tendered, a new certificate may be issued for the number of 
shares being acquired pursuant to the exercise of the Option less the number 
of shares being tendered upon the exercise and return to the Optionee (or not 
require surrender of) the certificate for the shares being tendered upon the 
exercise.  Payment instruments will be received subject to collection.

(3)  NUMBER OF SHARES.  Each Agreement shall state the total number of shares 
of Common Stock that are subject to the Option, which number shall be subject 
to adjustment pursuant to Section 8.

(4)  EXERCISE PRICE.  The Exercise Price for each Option shall be fixed on, 
or in case of ratification by the shareholders as of, the Grant Date. The 
Exercise Price may be greater or, other than with respect to an ISO, less 
than the Market Value Per Share on the Grant Date, but in no event less than 
the par value of the Common Stock; provided that, as to Options awarded to 
Executive Officers, the Exercise Price shall be not less than the Market 
Value Per Share on the Grant Date.  The Exercise Price shall be subject to 
adjustment pursuant to Section 8. Nothing contained herein shall prohibit the 
Board of Directors or the Committee, in the sound exercise of business 
judgment, from canceling outstanding Options and reissuing new Options at a 
lower exercise price, in the event that the fair market value per share of 
Common Stock at any time prior to the date of exercise falls below the 
exercise price of Options granted pursuant to the Plan; provided, however, 
that such actions shall only be permitted when approved by a majority of the 
disinterested directors on the Board or the Committee as the case may be.

(5)  TERM.  The term of each Option shall be determined at the Grant Date; 
provided, however, that each Option shall expire no later than ten years from 
the Grant Date 

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and in the event no determination is made to the contrary, shall expire ten 
years from the Grant Date (such date, as determined by the Committee or 
provided for herein, being referred to hereafter as the "EXPIRATION TIME").

(6) MARKET VALUE PER SHARE.  "MARKET VALUE PER SHARE" shall be determined as 
of any particular date by any fair and reasonable means determined by the 
Board, the Committee or the shareholders, as the case may be.

(7) TERMINATION OF EMPLOYMENT.

    (a)  ISOs  In the event that an Optionee's employment with the Company 
shall terminate for reasons other than (i) permanent disability within the 
meaning of Code Section 22(e)(3) or (ii) death, the Optionee shall have the 
right, subject to subsections (1) and (5) above, to exercise any ISO at any 
time during the period of three (3) months following such termination to the 
extent the ISO was exercisable on the termination date.

    In the event that an Optionee's employment with the Company shall 
terminate due to permanent disability, the Optionee shall have the right, 
subject to subsections (1) and (5) above, to exercise any ISO at any time 
during the period of 12 months following such termination, to the extent such 
ISO was exercisable on the termination date.  Whether any termination of 
employment is due to permanent disability, and whether any authorized leave 
of absence or absence on military or government service or for other reasons 
shall constitute a termination of employment, for the purposes of the Plan 
shall be determined by the Committee.

    If an Optionee shall die while entitled to exercise an ISO, the 
Optionee's estate, personal representative or beneficiary, as the case may 
be, shall have the right, subject to subsections (1) and (5) above, to 
exercise any ISO at any time during the period of 12 months following the 
date of the Optionee's death, to the extent that such ISO was exercisable on 
the date of the Optionee's death.

    In the absence of a provision to the contrary contained in the Agreement, 
an ISO which has not been exercised during the period of 12 months following 
the date of an Optionee's death or permanent disability, shall be and become 
a Nonqualified Option exercisable for the remainder of the term of the 
Agreement, if not previously expired, to the same extent that such Option was 
exercisable during such 12 month period.

    The Committee may, in its discretion, consistent with the terms of the 
specific grant, (i) accelerate the exercisability of all or part of an ISO 
that is not otherwise exercisable or (ii) provide that an ISO shall remain 
outstanding and be exercisable following termination of employment (or other 
specified events in the case of non-employees) on such other terms and 
conditions as the Committee shall approve consistent with the Code and the 
regulations promulgated thereunder regarding ISOs.

    (b)  Nonqualified Options.  With respect to Nonqualified Options, the 
Board, the Committee or the shareholders, as the case may be, may specify any 
terms and conditions 

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upon which such Nonqualified Option shall terminate. The Committee may, in 
its discretion, consistent with the terms of the specific grant, (i) 
accelerate the exercisability of all or part of a Nonqualified Option that is 
not otherwise exercisable or (ii) provide that a Nonqualified Option shall 
remain outstanding and be exercisable following termination of employment (or 
other specified events in the case of non-employees) on such other terms and 
conditions as the Committee shall approve.  Notwithstanding the above, in the 
event an employee ceases to be an employee by reason of retirement or death, 
the total number of shares of common stock covered by the Nonqualified Option 
shall thereupon become exercisable provided such Nonqualified Option shall 
have been granted at least six months prior to such retirement or death.

(8) ELIGIBILITY FOR INCENTIVE STOCK OPTIONS. ISOs may be granted to 
individuals who are key employees (including officers who are also key 
employees) of the Company at the time the ISO is granted.  ISOs may be 
granted to the same individual on more than one occasion, but in no event 
shall an ISO be granted after June 8, 2007.

    No employee shall be eligible to receive ISOs that become exercisable for 
the first time in any calendar year with respect to stock with an aggregate 
fair market value (determined at the Grant Date) in excess of $100,000 (or 
such other limits as may be imposed by the applicable laws and regulations 
under the Code in effect on the date of grant).  This limitation applies to 
the aggregate amount of ISOs granted under the Plan and all other option 
plans of the Company, its parent and subsidiary corporations

(9)  RELOAD OPTIONS. In the event a person who is an active employee of the 
Company or a Subsidiary shall exercise an Option (the "ORIGINAL OPTION") by 
paying all or a portion of the Exercise Price of the shares of Common Stock 
subject to the Original Option by tendering to the Company shares of Common 
Stock owned by such person, which have been held by him or her for at least 
six months, or an amount in cash equal to the Exercise Price, an Option to 
purchase the number of shares of Common Stock, obtained by the employee upon 
exercise (the "RELOAD OPTION") shall be deemed granted to the employee as of 
the exercise date; provided that a Reload Option has been granted to such 
Optionee with respect to such Option, as evidenced in his Agreement and that 
the employee does not reject such Reload Option in accordance with this 
Section 6. The Exercise Price of the Common Stock subject to the Reload 
Option shall be 100% of Market Value Per Share of the Common Stock on such 
date, subject to adjustment as provided in Section 8. The Reload Option may 
be used or refused with respect to each tranche of options as they vest and 
are exercised on a one-time basis, (even if the employee elects to exercise 
less than the total number of vested shares).  If the employee elects to 
accept the Reload Option, the employee must agree that all shares purchased 
through the exercise of the original Option must be held for some minimum 
period of time established by the Compensation Committee and set forth in the 
Employee's Agreement.  In no event shall any Reload Options be granted if it 
would cause the number of Awards granted to any Executive Officer in a year 
to exceed the individual limit in Section 4 above.

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7.  RESTRICTED STOCK

    A.   AWARDS OF RESTRICTED STOCK. Restricted Stock may be awarded to any 
    individual eligible to receive the same, at any time and from time to 
    time.  The issuance of Restricted Stock to an individual pursuant to an 
    Award may be made subject to such restrictions and the future 
    satisfaction or occurrence of terms, conditions or contingencies 
    (collectively, "Conditions") set when the Award is made, such that 
    failure of any Condition shall cause all or part of such shares to be 
    forfeited.

    B.   DESCRIPTION OF RESTRICTED STOCK. Shares of Restricted Stock may not 
    be sold, exchanged, pledged, transferred, assigned or otherwise 
    encumbered or disposed of until the Conditions set at the time of the 
    Award have been satisfied.  A share of Restricted Stock shall be subject 
    to such restrictions and Conditions as may be established at the time of 
    the Award, which may include, without limitation, "LAPSE" and "NON-LAPSE" 
    restrictions (as such terms are defined in regulations promulgated under 
    Section 83 of the Code) and the achievement of specific goals.  The 
    Committee may, in its discretion, consistent with the terms of the 
    specific Award, at any time and from time to time accelerate the "lapse" 
    restrictions or reduce the "non-lapse" restrictions of all or any part of 
    a Restricted Stock Award.

         After the satisfaction or occurrence of the Conditions and the lapse of
    all restrictions, a certificate, without a legend shall be delivered to 
    the recipient for the number of shares that are no longer subject to 
    restrictions and Conditions.  The remaining shares of Restricted Stock 
    issued with respect to such Award, if any, shall either be returned to 
    the Company and forfeited by the recipient or, if  appropriate under the 
    terms of the Award applicable to such shares, shall continue to be 
    subject to the restrictions and Conditions.

    C.   PAYMENT OF RESTRICTED STOCK. The satisfaction of the Conditions and 
    the lapse of all actions, and the delivery of a certificate without a 
    legend for the portion of such award that is no longer subject to 
    restrictions and Conditions, is hereinafter referred to as the "payment" 
    of such portion of the Award.  Subject to the provisions above, each 
    Award shall be paid at the time and in the manner specified at the time 
    of the Award.

    D.   PAYMENT IN THE EVENT OF TERMINATION OF EMPLOYMENT. In the event a 
    recipients employment with the Company shall terminate prior to the 
    satisfaction or occurrence of a Condition applicable to all or a portion 
    of an Award of Restricted Stock, then such portion of the Award shall be 
    returned to the Company and forfeited by the recipient; provided, 
    however, if the termination of employment is due to the employee's death, 
    permanent disability or retirement, the Committee may, in its sole 
    discretion, deem the Conditions to have been met for all or part of such 
    portion of the Award.  With respect to the shares of Restricted Stock 
    granted to an individual who is not an employee of the Company on the 
    Grant Date, the Committee may specify the circumstances upon which the 
    shares of Restricted Stock shall be forfeitable prior to the satisfaction 
    of applicable Conditions.               

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         If a recipient dies after satisfaction of the Conditions for the 
    payment of all or a portion of an Award of Restricted Stock but prior to the
    actual payment of all or such portion thereof, such payment shall be made to
    the recipient's beneficiary or beneficiaries at the time and in the same 
    manner that such payment would have been made to the recipient.

8.  RECAPITALIZATION OR REORGANIZATION

    A.   The existence of the Plan and the Awards granted hereunder shall not 
    affect in any way the right or power of the Board or the shareholders of 
    the company to make or authorize any adjustment, recapitalization, 
    reorganization or other change in the Company's capital structure or its 
    business, any merger or consolidation of the Company, any issue of bonds, 
    debentures, preferred or prior preference stocks ahead of or affecting 
    Common Stock or the rights thereof, the dissolution or liquidation of the 
    Company or any sale or transfer of all or any part of its assets or 
    business, or any other corporate act or proceeding.

    B.   The shares with respect to which awards may be granted are shares of 
    Common Stock as presently constituted.

         (i)  STOCK SPLIT.  If, and whenever, prior to the termination of the 
         Plan or the expiration of an outstanding Option, the Company shall 
         effect a subdivision of shares of Common Stock or the payment of a 
         stock dividend on Common Stock without receipt of consideration by the 
         Company, the remaining shares of Common Stock available under the Plan 
         and the number of shares of Common Stock with respect to which 
         outstanding Options may thereafter be exercised shall be 
         proportionately increased,  and the Exercise Price under outstanding 
         Options shall be proportionately reduced.

         (ii)   REVERSE STOCK SPLIT.  If, and whenever, prior to the termination
         of the Plan or the expiration of an outstanding Option, the Company 
         shall effect a consolidation of shares of Common Stock, the remaining 
         shares of Common Stock available under the Plan and the number of 
         shares of Common Stock with respect to which any outstanding Option may
         thereafter be exercised shall be proportionately reduced, and the 
         Exercise Price under the outstanding Options shall be proportionately 
         increased.

    C.   Except as may otherwise be expressly provided in the Plan, the 
    issuance by the Company of shares of stock of any class or securities 
    convertible into shares of stock of any class, shall not affect Options 
    granted under this Plan, and no adjustments shall be made to the grants 
    under this Plan.

    D.   If the Company effects a recapitalization or otherwise materially 
    changes its capital structure (both of the foregoing are herein referred 
    to as a ("FUNDAMENTAL CHANGE") then thereafter upon any exercise of an 
    Option theretofore granted, the holder shall be entitled to purchase 
    under such Option, in lieu of the number of shares of Common Stock that 
    would have been received, the number and class of shares of stock and 
    securities to which the holder would have been entitled pursuant to the 
    terms of the Fundamental Change if,

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     immediately prior to such Fundamental Change, the Optionee had been 
     the holder of record of that number of shares of Common Stock.

     E.   Any adjustment provided for above shall be subject to any required 
     shareholder action.

9.   RECIPIENT'S AGREEMENT; COMPLIANCE WITH SECURITIES REGULATIONS

         If, at the time of the exercise of any Option or award of Restricted 
     Stock, in the opinion of counsel for the Company, it is necessary or 
     desirable, in order to comply with any then applicable laws or 
     regulations relating to the sale of securities, for the individual 
     exercising the Option or receiving the Restricted Stock to agree to hold 
     any of their shares for investment and without intention to resell or 
     distribute the shares and to agree to dispose of such shares only in 
     compliance with such laws and regulations, the individual will, upon the 
     request of the company, execute and deliver to the Company a further 
     agreement to such effect.

10.  WITHHOLDING FOR TAXES

         Any cash payment under the Plan shall be reduced by any amounts 
     required to be withheld or paid with respect thereto under all present 
     or future federal, state and local tax and other laws and regulations 
     that may be in effect as of the date of each such payment ("TAX 
     AMOUNTS").  Any issuance of Common Stock pursuant to the exercise of an 
     Option or other distribution of Common Stock under the Plan shall not be 
     made until appropriate arrangements have been made for the payment of 
     any amounts that may be required to be withheld or paid with respect 
     thereto.  Such arrangements may, at the discretion of the Committee, 
     include allowing the participant to tender to the Company shares of 
     Common Stock owned by the participant, or to request the Company to 
     withhold a portion of the shares of Common Stock being acquired pursuant 
     to the exercise or otherwise distributed to the participant, which have 
     a Market Value Per Share as of the date of such exercise, tender or 
     withholding that is not greater than the sum of all Tax Amounts, 
     together with payment of any remaining portion of all Tax Amounts in 
     cash or by check payable and acceptable to the Company.  Payment 
     instruments will be received subject to collection.

11.  DESIGNATION OF BENEFICIARY

          Each individual to whom an Award has been made under this Plan may 
     designate a beneficiary or beneficiaries (which beneficiary may be an 
     entity other than a natural person) to receive any payment that under 
     the terms of such Award may become payable on or after the individual's 
     death.  At any time, and from time to time, any such designation may be 
     changed or canceled by the individual without the consent of any such 
     beneficiary.  Any such designation, change or cancellation must be on a 
     form provided for that purpose by the Committee and shall not be 
     effective until received by the Committee.  If no beneficiary has been 
     named by a deceased participant, or the designated beneficiaries have 
     predeceased the individual, the beneficiary shall be the individual's 
     estate.  If an individual designates more 

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     than one beneficiary, any payments under this Plan to such beneficiaries
     shall be made in equal shares unless the individual has designated 
     otherwise, in which case the payments shall be made in the shares 
     designated by the individual.

12.  CHANGE OF CONTROL

     A.   Notwithstanding anything in this Plan to the contrary, in the event 
     of a Change of Control, the unexercised Options outstanding under this 
     Plan will automatically become exercisable in full and all Conditions to 
     which any Restricted Stock is subject shall be deemed satisfied as of 
     the Change of Control Date.  The existence of this Plan or of Options 
     granted hereunder shall not in any way prevent any Change of Control 
     transaction and no holder of Options granted under this Plan shall have 
     the right to prevent any such transaction.

     B.   For purposes of the Plan, the term "CHANGE OF CONTROL" shall mean 
     the occurrence of any one or more of the following events:

          (1)  any corporation (other than the Company or a Subsidiary), 
     person or group (within the meaning of Sections 13(d) or 14(d)(2) of the 
     1934 Act) makes a tender or exchange offer which, if consummated, would 
     make such corporation, person or group the beneficial owner (within the 
     meaning of Rule 13d-3 under the 1934 Act) of voting securities of the 
     Company representing more than 25% of the total number of votes eligible 
     to be cast at any election of directors of the Company and, pursuant to 
     such offer, purchases are made (an "OFFER");

          (2)  the shareholders of the Company approve an agreement to merge 
     or consolidate the Company with or into another corporation or to sell, 
     lease or otherwise dispose of all or substantially all of its assets, or 
     adopt a plan of liquidation;

          (3)  any corporation, person or group (within the meaning of 
     Sections 13(d) and 14(d)(2) of the 1934 Act), other than E. I. Du Pont 
     de Nemours and Company or their affiliates, becomes the beneficial owner 
     (within the meaning of Rule 13d-3 under the 1934 Act) of voting 
     securities of the Company representing more than 25% of the total number 
     of votes eligible to be cast at any election of directors of the 
     Company; or

          (4)  those persons who constitute the Directors at the beginning of 
     any one-year period cease to constitute a majority of the Board at any 
     time during such one-year period; provided that changes in board 
     membership among the employees or consultants of E. I. du Pont de 
     Nemours and Company who are Directors or nominees of the Company shall 
     not be considered in determining whether this event has occurred.

          As used herein, the term ("CHANGE OF CONTROL DATE") means the first 
     purchase of voting securities of the Company pursuant to an Offer, the 
     date of any shareholder approval or adoption of an agreement or plan 
     referred to in Section 12.B.(2), the date on which the event described 
     in Section 12.B.(3) occurs, or the date on which the change in 
     constituency of the Board, described in Section 12.B.(4) occurs, as the 
     case may be.

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     C.   In the event that the Compensation Committee determines that an 
     "excess parachute payment" (as defined in Code Sec. 280G) would result 
     if the full acceleration Provision in this Section occurred (when added 
     to any other payments or benefits under any other agreements, 
     arrangements or plans that are contingent on a Change of Control or that 
     would otherwise constitute "parachute payments" as defined in Code Sec. 
     280G) then the number of shares as to which exercisability is 
     accelerated shall be reduced at the election of the Compensation 
     Committee to the minimum extent necessary to prevent any "excess 
     parachute payment" from occurring ("the limitation").  Notwithstanding 
     the above, if, in the opinion of the Compensation Committee, the total 
     "parachute payments" (reduced by the amount of excise tax imposed on the 
     employee under Code Section 4999 and by the state and federal income 
     taxes on all such payments in excess of such limitation) would exceed 
     such total amounts payable if such limitation were applied, the 
     Compensation Committee shall not reduce the number of accelerated shares.

     D.   In the event of a dissolution or liquidation of the Company or a 
     merger or consolidation in which the Company is not the surviving 
     corporation or becomes the wholly-owned subsidiary of another 
     corporation, any outstanding options hereunder may be terminated by the 
     Company as of the effective date of such dissolution, liquidation, 
     merger or consolidation by giving notice to each holder thereof of its 
     intention to do so not less than (10) days preceding such effective date 
     and permitting the exercise until such effective date, or the Expiration 
     Date if earlier, of all such outstanding Options.  Notwithstanding the 
     preceding sentence, if the Company is not the surviving corporation or 
     becomes the wholly owned subsidiary of another corporation as a result 
     of the Company being reorganized or merged or consolidated with another 
     corporation while unexercised options are outstanding under this Plan, 
     the surviving or parent corporation, as the case may be, may either (1) 
     assume the unexercised options outstanding under this Plan; or (2) 
     substitute new options in the surviving corporation or parent 
     corporation, as the case may be, for the outstanding Options.  The 
     latter alternative can be used only if the excess of the aggregate fair 
     market value of the securities subject to the options immediately after 
     the substitution or assumption over the aggregate option price of such 
     shares is not less than the excess of the aggregate fair market value of 
     the Common Stock subject to the outstanding Option immediately before 
     such substitution or assumption over the aggregate option price of such 
     Common Stock, and that the vesting status of any substituted options 
     duplicates as nearly as practicable the vesting status of the old 
     options.

13.  MISCELLANEOUS

     A.   NO EMPLOYMENT CONTRACT. Nothing contained in the Plan shall be 
     construed as conferring upon any employee the right to continue in the 
     employ of the Company or any Subsidiary.

     B.   EMPLOYMENT WITH SUBSIDIARIES. For purposes of determining 
     employment with respect to ISOs, employment by the Company shall be 
     deemed to include employment by, and to continue during any period in 
     which an employee is in the employment of any Subsidiary.

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     C.   NO RIGHTS AS A SHAREHOLDER. A participant shall have no rights as a 
     shareholder with respect to shares covered  by such participant's Option 
     or Restricted Stock award until the date of the issuance of shares to 
     the employee pursuant thereto.  No adjustment will be made for dividends 
     or other distributions or rights for which the record date is prior to 
     the date of such issuance.

     D.   NO RIGHT TO CORPORATE ASSETS. Nothing contained in the Plan shall 
     be construed as giving any participant, such participant's beneficiaries 
     or any other person any equity or other interest of any kind in any 
     assets of the Company or any Subsidiary or creating a trust of any kind 
     or a fiduciary relationship of any kind between the Company or a 
     Subsidiary and any such person, except to the extent such person is a 
     holder of shares of Common Stock issued pursuant to the Plan.

     E.   NO RESTRICTION ON CORPORATE ACTION. Nothing contained in the Plan 
     shall be construed to prevent the Company or any Subsidiary from taking 
     any corporate action that is deemed by the Company or such Subsidiary to 
     be appropriate or in its best interest, whether or not such action would 
     have an adverse effect on the Plan or any award made under the Plan.  No 
     participant, beneficiary or other person shall have any claim against 
     the Company or any Subsidiary as a result of any such action.

     F.   ASSIGNABILITY. All or a portion of the Nonqualified Options and 
     Restricted Stock to be granted to an Optionee may, in the discretion of 
     the Committee (or the Board of Directors, as the case may be), be on 
     terms that permit transfer without consideration by such Optionee to:

         (i)   the spouse, children or grandchildren of the Optionee
               ("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 Nonqualified Options or 
               Restricted Stock are granted must be approved by the Committee,
               and must expressly provide for transferability in a manner 
               consistent with this Section, and (B) subsequent transfers of 
               transferred Options or Restricted Stock shall be prohibited 
               except by will or the laws of descent and distribution.  
               Following transfer, any such Options or Restricted Stock 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 and Sections 6.B(2) and 10 hereof the 
               term "Optionee" shall be deemed to refer to the transferee 
               (however, the events of termination of employment of Section 7.D 
               hereof shall continue to be applied with respect to the original 
               Optionee). Except as set forth above, Options and 

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               Restricted Stock may not be transferred except by will or the 
               laws of descent and distribution.

     G.   APPLICATION OF FUNDS. The proceeds received by the Company from the 
     sale of shares of Common Stock pursuant to the Plan will be used for 
     general corporate purposes.

     H.   GOVERNING LAW; CONSTRUCTION. All rights and obligations under the 
     Plan shall be governed by, and the Plan shall be construed in accordance 
     with, the laws of the State of Delaware without regard to the principles 
     of conflicts of laws. Titles and headings to Sections herein are for 
     purposes of reference only, and shall in no way limit, define or 
     otherwise affect the meaning or interpretation of any provisions of the 
     Plan.

     I.   AMENDMENT AND TERMINATION. The Committee may from time to time and 
     at any time alter, amend, suspend, discontinue or terminate this Plan 
     and any Awards hereunder; provided, however, that no such action of the 
     Committee may, without the approval of the shareholders of the Company, 
     alter the provisions of the Plan so as to (i) increase the maximum 
     number of shares of Common Stock that may be subject to Awards and 
     distributed in the payment of Awards and exercises under the Plan 
     (except as provided in Section 8); (ii) change the eligibility 
     provisions of the Plan; or (iii) change the individual limit in Section 
     4 above. For the purposes of awarding ISOs, the Plan shall terminate on 
     June 8, 2007, and no ISOs shall be awarded after such date.

     J.   PREEMPTION BY APPLICABLE LAWS AND REGULATIONS. Notwithstanding the 
     above, if the issuance or other distribution of shares of Common Stock 
     or Restricted Stock would cause a breach of any applicable law or 
     regulation, absent some act by the individual or the Company, the 
     issuance or distribution of such shares, as the case may be, shall be 
     deferred until such action shall have been taken.

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