Corporate Sharing Plan - E I du Pont de Nemours & Co.


                            CORPORATE SHARING PLAN



                    Originally Adopted - November 28, 1990

                        Last Amended - August 28, 1991



                     E. I. du Pont de Nemours and Company

 
                                                                    EXHIBIT 10.1


                              CORPORATE SHARING PLAN



  I.  PURPOSE

          The purpose of this Corporate Sharing Plan (the 'Plan') is to offer
employees a favorable opportunity to share in the success of E. I. du Pont de
Nemours and Company (the 'Company') through stock options, thereby giving them a
stake in the growth and prosperity of the Company and benefiting the Company.

 II.  FORM OF AWARDS

      1.  Awards under this Plan may be granted in the form of stock options.

      2.  Stock options to purchase shares of the Company's common stock granted
          under this Plan will be stock options that are not incentive stock
          options qualified under the Internal Revenue Code ('nonqualified stock
          options').

III.  LIMITATIONS ON AWARDS

      1.  The aggregate number of shares of the Company's stock which may be
          made subject to stock options granted under this Plan shall not exceed
          15,000,000. The limitations set forth above shall be subject to
          adjustment as provided in Article XII thereof.

      2.  No awards may be granted under this Plan after December 31, 1991.

 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
          awards 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 or advisable.

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

           
                                         1

 
                                                                    EXHIBIT 10.1


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

      5.  Nothing in this Plan shall be deemed to give any employee, or any
          employee's legal representatives or assigns, any right to participate
          in the Plan except to such extent, if any, as the Committee may have
          determined or approved pursuant to the provisions of this Plan.

  V.  ELIGIBILITY FOR AWARDS

      1.  Awards under this Plan may be granted to employees of the Company as 
          determined by the  Compensation Committee.

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

 VI.  GRANTING OF AWARDS

      1.  Any award granted to an employee shall be made by the Compensation 
          Committee which shall take final action on any such award.

      2.  Awards may be granted at any time under this Plan and in the form 
          provided in Article II hereof.

      3.  The date on which an award shall be deemed to have been granted under
          this Plan shall be the date of the Compensation Committee
          authorization of the award or such later date as may be determined by
          the Compensation Committee at the time the award is authorized. Each
          optionee shall be advised in writing by the Company of an award and
          the terms and conditions thereof, which terms and conditions, as the
          Compensation Committee from time to time shall determine, shall not be
          inconsistent with the provisions of this Plan.

VII.  GRANT 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 shall be
determined by the Compensation Committee, but shall in no event be less than the
fair market value of

                                         2

 
                                                                    EXHIBIT 10.1


such share on the date the stock option is granted, and in no event less than
the par value thereof. For purposes of the grant price, fair market value shall
be the average of the high and low prices of the Company's common stock as
reported on the 'NYSE-Composite Transactions Tape' on the date of grant of a
stock option, or if no sales of such stock were reported on said Tape 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 Tape. Such price shall be subject to
adjustment as provided in Article XII hereof.

VIII. OPTION TERM

          The term of each stock option granted under this Plan shall be for
such period as the Compensation Committee shall determine, but not for more than
ten years from date of grant.

  IX. EXERCISE OF OPTIONS

      1.  Subject to the provisions of this Plan, each stock option granted
          hereunder shall be exercisable on such date or dates and during such
          period and for such number of shares as the Compensation Committee may
          determine. However, in no event shall a stock option be exercisable
          prior to one year from date of grant, except for death or retirement
          pursuant to the provisions of the pension or retirement plan or policy
          of a sharing plan company or termination of employment by such company
          pursuant to a designated company initiated program or due to
          divestiture or lack of work, in which event the minimum period for
          exercise from date of grant shall be nine months. 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.  At optionee electing to exercise a stock option shall at the time of
          exercise pay the Company the full purchase price of the shares he or
          she has elected to purchase. Payment of the purchase price shall be
          made in cash. With respect to shares of the Company's common stock to
          be delivered upon exercise of a stock option, the Finance Committee of
          the Company's Board of Directors 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.

   X. NONTRANSFERABILITY OF AWARDS

          During an optionee's lifetime no stock option granted under this Plan 
shall be transferable and stock options may be exercised only by the optionee.

  XI. TERMINATION OF EMPLOYMENT

          The Compensation Committee shall determine the rules relating to
rights under stock options upon termination of employment.


                                         3

 
                                                                    EXHIBIT 10.1


 XII. ADJUSTMENTS

      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.

XIII. AMENDMENTS

          The Company reserves the right to change this Plan in its discretion
by action of the Compensation Committee or discontinue this Plan in its
discretion by action of the Board of Directors.

           
                                       4