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                             AMENDED AND RESTATED 
                            STOCK PERFORMANCE PLAN

I.  PURPOSE

    The purposes of this Amended and Restated Stock Performance Plan (the 
"Plan") are (a) to provide greater incentive for employees who or will be 
primarily responsible for the growth and success of the business to exert 
their best efforts on behalf of DuPont Photomasks, Inc. (the "Company") and 
its Subsidiaries; and (b) to further the identity of interest of such 
employees with those of the Company's stockholders generally by encouraging 
them to acquire stock ownership in the Company.

II. FORM OF GRANTS

    1.   Grants under this Plan may be made in the form of stock options, 
         restricted stock or a combination of either of these forms and may be 
         made in replacement of or as alternatives to salary or grants under any
         other plan or program of a plan company.

    2.   Stock options to purchase shares of the Company's common stock 
         granted under this Plan are not incentive stock options qualified under
         the Internal Revenue Code ("non-qualified stock options").

    3.   Shares of restricted stock granted under this Plan shall be subject 
         to restriction, such as forfeiture and a minimum vesting period.  A 
         grantee shall have the right to dividends unless otherwise restricted.
         Shares may be evidenced by book-entry registration, a stock certificate
         registered in the grantee's name but held in the Company's custody, 
         issuance of an appropriate legended stock certificate or by any other 
         appropriate means as may be determined by the Compensation Committee.

III. LIMITATIONS ON GRANTS.

     1.  The aggregate number of shares of the Company's stock which may be 
         made subject to stock options granted under this Plan and/or granted as
         restricted stock under this Plan shall not together exceed the number 
         of shares covered by grants as of the date of this amendment, or 15% of
         such number for any grantee during any five consecutive years, of which
         only 300,000 shares may be subject to restricted stock grants.

     2.  If any stock option or restricted stock (without benefit of 
         dividends) granted under this Plan shall terminate or expire for any 
         reason without having been exercised or vested in full, the shares not 
         acquired under such grant shall become available again 

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     for further grants under this plan; provided also, that shares withheld 
     by or tendered to the Company as payment of exercise price or other 
     consideration or satisfaction of withholding taxes shall become 
     available again for further grants to employees who are not executive 
     officers.  An individual's stock options and restricted stock that are 
     canceled, lapse, expire or are forfeited will continue to be counted 
     against the individual limit set forth above.  The limitations set forth 
     above shall be subject to adjustment as provided in Article XIII hereof.

IV. ADMINISTRATION

    1. Except as otherwise specifically provided, the Plan shall be 
       administered by the Compensation Committee of the Company's Board of 
       Directors. The Compensation Committee shall be elected pursuant to the 
       Bylaws of the Company, and the members thereof shall be ineligible for 
       grants while serving on said Committee.

    2. The Compensation Committee is authorized, subject to the provisions of 
       the Plan, from time to time to establish such rules and regulations as 
       it deems appropriate for the proper administration of the Plan, and to 
       make such determinations and take such steps in connection therewith as 
       it deems necessary of advisable.

    3. The Compensation Committee shall, subject to the provisions of the 
       Plan, determine the time or times when stock options will be granted, 
       which employees, if any, shall be granted stock options, the types of 
       stock options to be granted, whether they shall be granted singly or in 
       combination, when they shall be exercisable, the number of shares to be 
       covered by each stock option or options, and the terms and conditions of 
       such stock options.

    4. The Compensation Committee shall, subject to the provisions of the 
       Plan, determine the time or times when restricted stock will be granted, 
       which employees, if any, shall be granted restricted stock, the number 
       of restricted shares to be granted, the restrictions or conditions on 
       the right to transfer or dispose of such shares, and the terms and 
       conditions of such restricted stock, including the number, amount, and 
       timing of vesting increments.

    5. 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 thereof, shall be final, 
       conclusive and binding.

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V.  ELIGIBILITY FOR GRANTS.

    1. Grants under this Plan may be made to employees (including those who 
       are directors or executive officers of the Company) and individuals 
       performing services for the Company on a consulting basis as may be 
       determined by the Compensation Committee.  In determining those 
       individuals to whom grants are to be made, the Compensation Committee 
       may take into consideration present and potential contributions to the 
       Company's success by such individuals, and any other factors which the 
       Compensation Committee may deem relevant in connection with 
       accomplishing the purposes of the Plan.

    2. The  term "employee" may include an employee of the Company or of a 
       corporation or other business entity in which the Company shall directly 
       or indirectly own fifty percent or more of the outstanding voting stock 
       or other ownership interest, but shall exclude any director who is not 
       also an officer or a full-time employee of a plan company.  The term 
       "Plan Company" as used in this Plan shall mean a business entity whose 
       employees are eligible for grants under this Plan.  The term "Grantee" 
       as used in this Plan means an employee or other individual to whom a 
       grant has been made under this Plan or, where appropriate, his or her 
       successor in interest upon death.

VI. RECOMMENDATIONS AND APPROVAL OF GRANTS.

    1. Recommendations for grants to members of the Board of Directors shall 
       be made by the Compensation Committee.  Recommendations for grants to 
       employees or other individuals who are not members of the Board of 
       Directors shall be made to the Compensation Committee by the Chairman.

    2. Any grant to a director shall be made in the sole discretion of the 
       Board of Directors, whose members taking final action on any such grant 
       shall be ineligible for grants under Article V. Any grant to an employee 
       or other individual who is not a member of the Board of Directors shall 
       be made by the Compensation Committee which shall take final action on 
       any such grant.

    3. Grants may be made any time under this Plan and in any of the forms or 
       combinations thereof provided in Article II hereof.  A grantee may 
       receive and may hold more than one grant under this Plan.

    4. The date on which a grant shall be deemed to have shall be the date of 
       the Compensation Committee authorization of the award or such later date 
       as may be determined by the Compensation Committee a the time  the grant 
       is authorized.  Each grantee shall be advised in writing by the Company 
       of a grant and the terms and conditions thereof, which terms and 
       conditions, as the Compensation Committee 

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       from time to time shall determine, shall not be inconsistent with the 
       provisions of this Plan.

VII.   OPTION PRICE.

       The price per share of the Company's common stock which may be 
       purchased upon exercise of a stock Option granted under this Plan (the 
       "Exercise Price") shall be determined by the Compensation Committee, 
       but shall in no event, be less than the fair market value of such 
       share on the date the stock option is granted, and in no event less 
       than the Par value thereof. For purposes of this Plan, 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 Company's common stock as 
       represented on the NASDAQ Composite index on the date of grant of a 
       stock option or the date of exercise of a stock option or if no sal  
       es 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.  Such Exercise Price shall be 
       subject to adjustment as provided in Article XIII hereof.

VIII.  TERM.

       The term of stock options or restricted stock granted under this Plan 
       shall be for such   period as the Compensation Committee shall 
       determine, but except as provided in Article XII hereof, not for more 
       than ten years from the date of grant.

IX. EXERCISE OF STOCK OPTIONS.

    1. Except as provided in Article XII, no more than one quarter (25%) of 
       the total number of shares of stock covered by an option shall become 
       exercisable beginning with the first anniversary date of the grant of 
       the option; thereafter an additional amount not to exceed one quarter 
       (25%) of the total number of shares covered by the option shall become 
       exercisable on each subsequent anniversary date of the grant of the 
       option until no sooner than the fourth such anniversary date the total 
       number of shares covered by the option shall become exercisable.  The 
       Compensation Committee may fix from time to time a minimum number of 
       shares which must be purchased at the time a stock option is exercised.

    2. A grantee electing to exercise a stock option shall at any time of 
       exercise make arrangement to pay the Company the full Exercise Price 
       of the shares he or she has elected to purchase (i) in cash or by 
       check (U.S. Dollars), (ii) by tendering to the Company shares of 
       common stock owned by the grantee which have been owned at least six 
       months having an aggregate fair market value per share as of the date 
       of exercise and tender that is not greater than the exercise price for 
       shares with respect to which the option is being exercised and by 
       paying any remaining amount of the purchase price as provided above, 
       or (iii) by the grantee delivering to the Company 

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       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 as provided above, provided, the grantee and the broker comply 
       with such procedures and enter into such agreements of indemnity as 
       the Compensation Committee may prescribe as a condition of such 
       payment procedure. In lieu of (ii) above, upon confirming that the 
       grantee 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 to the grantee (or not require 
       surrender of) the certificate for the shares being tendered upon the 
       exercise.  Payment instruments will be received subject to collection. 
       With respect to shares of the Company's common stock to be delivered 
       upon exercise of a stock option, the Compensation Committee shall 
       periodically determine whether, and to what extent, such stock shall 
       be in the form of new common stock issued for such purposes, or common 
       stock acquired by the Company.

    3. Notwithstanding any other provision of this Plan, when the fair market 
       value of a share of the Companys common stock on the date a grantee 
       elects to exercise a stock option is less than such amount per share 
       above the grant price as may be determined by the Compensation 
       Committee from time to time, the Company may at its election pay the 
       grantee in cash for each share he or she elected to purchase an amount 
       equal to the excess of such fair market value over the option price 
       provided for in the stock option.  The Compensation Committee shall 
       periodically determine whether the Company shall make such cash 
       payment upon exercise of a stock option.  When the Company, makes a 
       payment to the grantee under this paragraph 3 of Article IX, it shall 
       not require the grantee to tender the full purchase price of the 
       shares he or she has elected to purchase, the Company's obligation to 
       issue or deliver such shares shall be null and void, and the right to 
       purchase such number of shares subject to option shall be terminated.  
       Such payment by the Company shall be deemed to be an exercise of a 
       stock option and the purchase of shares thereunder for purposes of 
       Article II and Article III.

X.     RELOAD OPTIONS.

       In the event a person who is an active employee of the Company or a 
       Subsidiary shall exercise a stock 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 or her Agreement and that 
       the employee does not reject such 

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       Reload Option in accordance with this Section X. The Exercise Price of 
       the common stock subject to the Reload Option shall be 100% of the 
       fair market value per share of the common stock on such date, subject 
       to adjustment, as provided in Section XIV.  The Reload Option may be 
       used or refused with to each tranche of options as they vest and are 
       exercised on a one-time basis only (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 Employees' Agreement.  In 
       no event shall any Reload Option 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 III above.

XI.    RESTRICTED STOCK GRANTS.

       Restricted stock shall be subject to a restriction period after which 
       restrictions shall lapse.  The restriction period shall commence on 
       the date the grant is makes and may end on such date as the 
       Compensation Committee shall determine.  The Compensation Committee 
       may require the achievement of predetermined performance objectives in 
       order for such shares to vest.  Except as provided in Article XIII the 
       restrictions on the stock in any restricted stock grant may not lapse 
       earlier than the second anniversary of the date of grant.

XII.   ASSIGNABILITY OF GRANTS

       All or a portion of the stock options or restricted stock granted to a 
       grantee may be on terms that permit transfer without consideration by 
       such grantee to:

      (I)   the spouse, children or grandchildren of the grantee ("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 
      stock options or restricted stock 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 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 and Sections IX.2 and XVII.2, the 
      term "grantee" shall be deemed to refer to the transferee (however, 

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       the events of termination of employment of Section XIII hereof shall 
       continue to be applied with respect to the employee).  Except as set 
       forth above, a grantee'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 a grantee'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.

XIII.  TERMINATION OF EMPLOYMENT.

    1. The Compensation Committee shall, subject to the provisions of the 
       Plan, determine the rules relating to rights under stock options and 
       restricted stock grants upon a grantee's termination of employment.

    2. A grantee shall forfeit all rights to and under unvested stock options 
       and restricted stock grants:

       A.  If the grantee is dismissed or leaves the service of the plan 
           companies for any reason other than his or her death, retirement by 
           separation from service from a plan company at age 62 or greater 
           (with a MINIMUM of five years of service) or termination by a plan 
           company due to divestiture or lack of work, or

       B.  If the grantee retires as described in subparagraph 2.A above, and 
           if  thereafter the Compensation Committee, after a hearing at which 
           the grantee shall be entitled to be present, shall find that he or 
           she has willfully engaged in any activity during his or her 
           employment which is harmful to the interest of any of such companies;

    provided, however, that such stock options and restricted stock grants 
    may continue in effect to such extent and under such conditions as the 
    Compensation Committee may determine; and provided, further, that the 
    Compensation Committee may accelerate or waive any restrictions or 
    conditions applicable to such stock options and restricted stock 
    grants, in whole or in part, based on such factors and criteria as the 
    Compensation Committee may determine.

    3. Upon the death of the grantee or his or her retirement or termination 
       as described in subparagraph 2.A above, whichever shall first occur, 
       all stock options and shares of restricted stock granted more than six 
       months prior to such death or one year prior to such retirement or 
       such termination and not yet exercised or, as the case may be, 
       unrestricted shall become immediately exercisable or unrestricted 
       unless otherwise provided in the written agreement governing the 
       specific Grant. Notwithstanding the provisions of Article VIII hereof, 
       such options shall remain exercisable for a period 

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       of three years therefrom and shall thereafter expire.

XIV.  ADJUSTMENTS

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

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

       B.  The number of shares applicable to outstanding restricted stock 
           grants.

       C.  The aggregate limitation set forth in Article III with respect to 
           the number of shares which may be made subject to options and 
           restricted stock grants.

       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 grantees and to the Company, in respect of the items described in 
       A and B above.

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

XV.    AMENDMENTS.

       The Board of Directors 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 grantee, a grant already made hereunder; 
       provided, also, that no modification without approval of the 
       stockholders shall:

       A. Increase the number of shares which may be subject to stock options 
          or restricted stock grants which may be granted under this Plan in the
          aggregate, except by way of adjustments as provided in Article XIV,

       B. Permit grant of stock options at less than par value,

       C. Extend the minimum term of stock options, or

       D. Permit a grant under this Plan to a member of the Compensation 
          Committee.

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          except that the Board of Directors may take any action it deems 
          advisable to comport with the provisions of the Internal Revenue Code,
          as it may be amended.

XVI.      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 consummate 
             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.

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       As used here 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 XVI.B.(2), the date on which the event described in Section 
       XVI.B.(3) occurs, or the date on which the change in constituency of 
       the Board, described in Section XVI.B.(4.) occurs, as the case may be.

       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 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 
          "limitations").  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 intentions to terminate not less than ten 
          (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 assume the unexercised options outstanding under this 
          Plan or substitute new options in the surviving corporation or 
          parent corporation, as the case may be, for the outstanding 
          options; provided, however, that 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 the vesting status 
          of any substituted options duplicates as nearly as practicable the 
          vesting status of the old option.

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XVII.  MISCELLANEOUS.

       1. The Compensation Committee may adopt such modifications, procedures 
          and subplans as may be necessary or desirable to comply with 
          provisions of the laws of countries other than the United States in 
          which the Company or a plan company may operate to assure the 
          viability of the benefits of grants made to employees in such 
          countries and to meet the purposes of the Plan.

       2. Grantees may use shares of the Company's common stock to satisfy 
          withholding taxes relating to grants under this Plan to the extent 
          provided in terms and conditions established by the Compensation 
          Committee.

       3. In the event of a conflict between the terms of this Plan and the 
          terms of  a written agreement governing a specific Grant, the terms 
          of the written agreement shall prevail.

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