Pension Restoration Plan - E I du Pont de Nemours & Co.

                             PENSION RESTORATION PLAN



                       Originally Adopted - January 1, 1976

                            Last Amended - June 4, 1996



                       E. I. du Pont de Nemours and Company

 
                                                                   EXHIBIT 10.4


                             PENSION RESTORATION PLAN
                             ------------------------

  I.  PURPOSE

           The purpose of this Plan is to provide an employee or pensioner or
his survivor or survivors eligible to receive payments pursuant to the Company's
Pension and Retirement Plan the portion of his pension or survivor benefit that
would have been paid to him or his survivor or survivors under the Pension and
Retirement Plan if the limitations established in paragraphs A(2)(b)(iii)
relating to deferred Variable Compensation Awards, A(2)(b)(v) and D of Section
IX of such Plan had not been applied, or, effective with payments made after
January 1, 1996, if the limitations established in paragraphs A(2)(b)(v) and D
of Section IX of such Plan not been applied. Notwithstanding the above, an
employee or the survivor(s) of an employee who retires in accordance with the
Incapability Retirement provision of Section IV of the Pension and Retirement
Plan will not be eligible for participation in this Plan.

 II.  ADMINISTRATION

           The administration of this Plan is vested in the Board of Benefits
and Pensions appointed by the Company, except that the Compensation and Benefits
Committee shall determine the discount rate to be used in calculating the lump
sum payment described in Section V. The Board may adopt such rules as it may
deem necessary for the proper administration of the Plan, and its decision in
all matters involving the interpretation and application of this Plan shall be
final. The Board shall have the discretionary right to determine eligibility for
benefits hereunder and to construe the terms and conditions of this Plan.

III.  ELIGIBILITY

           An employee or pensioner who is entitled to pension payments, or a
person entitled to survivor benefits, pursuant to the Company's Pension and
Retirement Plan, but excluding an employee or the survivor(s) of an employee who
retires under the Incapability Retirement provision of Section IV of the Plan,
will be eligible for payments under this Plan provided payments that would have
been made under the Pension and Retirement Plan have been reduced by the
limitations on such payments set forth in paragraphs A(2)(b)(iii) relating to
deferred Variable Compensation Awards, A(2)(b)(v) and D of Section IX of such
Plan, or, effective with payments made after January 1, 1996, the limitations on
such payments set forth in paragraphs A(2)(b)(v) and D of Section IX of such
Plan.

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                                                                  EXHIBIT 10.4

           For purposes of this Plan, the term 'Company' means E. I. du Pont de
Nemours and Company, any wholly owned subsidiary or part thereof and any
partnership or joint venture in which E. I. du Pont de Nemours and Company is
joined which adopts this Plan with the approval of the Company, or such person
or persons as the Company may designate.

 IV.  AMOUNT PAYABLE

          The monthly amount payable to a person eligible to receive payments
under this Plan will be equal to his monthly pension or survivor benefit under
the Pension and Retirement Plan calculated without application of the
limitations on such payment set forth in paragraphs A(2)(b)(iii) relating to
deferred Variable Compensation Awards, A(2)(b)(v) and D of Section IX of such
Plan, or effective with payments made after January 1, 1996, the limitations on
such payments set forth in paragraphs A(2)(b)(v) and D of Section IX of such
Plan, less the amount of the actual monthly pension or survivor benefit paid
under such Plan.

  V.  PAYMENTS OF BENEFITS

          The amount payable under this Plan will be paid coincident with the
monthly pension or survivor benefit paid under the Pension and Retirement Plan,
unless (1) the amount payable is or becomes less than or equal to the minimum
monthly payment amount fixed by the Board of Benefits and Pensions, in which
case the actuarial equivalent of all such remaining payments shall be paid in a
lump sum, or (2) the employee irrevocably elects under rules prescribed by the
Board of Benefits and Pensions to receive all or part of the actuarial
equivalent of such monthly payments in a lump sum. A lump sum payment shall be
delivered as of the end of the month following that in which the employee
retires or at such future times and under such terms and conditions as the
Compensation Committee may determine. All payments under this Plan shall be made
by, and all expenses of administering this Plan shall be borne by, the Company.

 VI.  RIGHT TO MODIFY

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

VII.  NONASSIGNMENT

          No assignment of the rights and interests under this Plan will be
permitted or recognized under any circumstances, nor shall such rights and
interests be subject to attachment or other legal processes for debt.

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