Supplemental Retirement Income Plan - E I du Pont de Nemours & Co.

                        SUPPLEMENTAL RETIREMENT INCOME PLAN



                       Originally Adopted - August 21, 1978

                            Last Amended - June 4, 1996



                       E. I. du Pont de Nemours and Company

 
                                                                    EXHIBIT 10.3


                        SUPPLEMENTAL RETIREMENT INCOME PLAN
                        -----------------------------------


  I.  PURPOSE

          The purpose of this Plan is to supplement an employee's pension
payable under the Company's Pension and Retirement Plan to provide Monthly
Retirement Income which represents an appropriate percentage of Average total
Monthly Pay. Supplemental retirement income generally will be provided under the
Plan to those eligible employees for whom awards under the Variable Compensation
Plan, the Incentive Compensation Plan or the former Dividend Unit Plan of the
Company are a significant part of Average Total Monthly Pay.

 II.  ELIGIBILITY

          An employee whose effective date of retirement is after August 1, 1977
will participate in this Plan.

      1.  To the extent of the benefits provided herein if he is eligible for an
          unreduced monthly pension payable under Section IV (the Normal,
          Incapability, Early or Optional Retirement provisions) of the
          Company's Pension and Retirement Plan; or

      2.  To the extent deemed appropriate by the Compensation and Benefits
          Committee or its delegate if he is eligible for a reduced monthly
          pension payable under Section IV (the Early or Optional Retirement
          provisions) of the Company's Pension and Retirement Plan.

III.  AMOUNT OF SUPPLEMENTAL RETIREMENT INCOME

      A.  The amount of monthly supplemental retirement income payable to an
          employee will be the excess, if any, of (1) the employee's Monthly
          Retirement Income, as determined under paragraph B of this Section,
          over (2) the employee's monthly pension under the Company's Pension
          and Retirement Plan, as determined under paragraph C of this Section.

      B.  The amount of an employee's Monthly Retirement Income will be Average
          Total Monthly Pay multiplied by the applicable percentage factor from
          the following table, minus 50% of Primary Social Security Benefit.


           
                                       1

 
                                                                    EXHIBIT 10.3

 
 

   Average                                Years of Service
    Total           ------------------------------------------------------------
 Monthly Pay                                                               40 & (in thousands)        15         20         25         30         35       Over
--------------      -----      -----      -----      -----      -----      -----
                                                          
 $15 & Under        20.8%      27.6%      34.4%      41.2%      48.0%      54.8%

     20             19.5       26.3       33.1       39.9       46.7       53.5

     30             19.2       25.9       32.5       39.1       45.7       52.3

     40             19.1       25.5       32.0       38.5       44.9       51.4

     50             19.0       25.4       31.8       38.3       44.7       51.2

  80 & Over         18.9       25.2       31.6       37.9       44.3       50.7

 

          For intermediate Average Total Monthly Pay and Service combinations,
the percentage factor will be interpolated from the above.

================================================================================

          The amount determined above may not be greater than 50% of Average
Total Monthly Pay.

      C.  The amount of an employee's monthly pension taken into account under
          paragraph A of this Section will be the benefit, exclusive of any
          supplement for Incapability Retirement, determined without regard to
          the limitations imposed under paragraphs A(2)(b)(iii) and A(2)(b)(v)
          and D of Section IX of the Company's Pension and Retirement Plan and
          prior to any adjustment on account of (1) Early or Optional
          Retirement, (2) the Income-Leveling option, (3) any spouse or survivor
          benefit provision, or (4) benefits to which an employee is entitled
          from any other private organization or from, or under the law of, any
          foreign government.

      D.  If an employee's monthly pension under the Company's Pension and
          Retirement Plan is reduced in accordance with the Early or Optional
          Retirement provisions of that Plan, the same percentage reduction
          factor used in that Plan will be applied to the monthly supplemental
          retirement income determined under paragraph A of this Section.

          


                                       2

 
                                                                    EXHIBIT 10.3

      E.  If the limitation set forth in Section IX.A(2)(b)(iii) of the
          Company's Pension and Retirement Plan relating to any deferred
          Variable Compensation Award has been applied, effective January 1,
          1996, the amount of monthly supplemental retirement income payable to
          an employee under this Plan will include the amount of pension benefit
          attributable to the deferred Variable Compensation Award.

 IV.  PAYMENTS OF BENEFITS

      A.  Subject to paragraphs B and C below, an eligible employee will be
          entitled to monthly supplemental retirement income payments for the
          period beginning on the day after he retires under the Company's
          Pension and Retirement Plan and ending on the last day of the month in
          which he dies.

      B.  If the monthly supplemental retirement income is or becomes less than
          or equal to the minimum monthly payment amount fixed by the Board of
          Benefits and Pensions, the actuarial equivalent of all such remaining
          monthly payments shall be paid in a lump sum.

      C.  An eligible employee may irrevocably elect under rules prescribed by
          the Board of Benefits and Pensions to receive the actuarial equivalent
          of all or part of the monthly supplemental retirement income in a lump
          sum.

      D.  Except as otherwise provided, benefits under this Plan are determined 
          based on the Plan in effect at the time of retirement.

  V.  DEFINITIONS AND GENERAL CONDITIONS

      A.  Definitions

          1.  All terms used in this Plan which are defined in the Company's
              Pension and Retirement Plan will have the same meaning for
              purposes of this Plan except as expressly provided herein.

          2.  (a) The term 'Average Total Monthly Pay' means the higher of

                   (i) total pay for the thirty-six consecutive calendar months
                       for which the employee's pay is the highest, divided by
                       36; or



                                       3

 
                                                                    EXHIBIT 10.3

                  (ii) average pay per month based on total pay over a number of
                       calendar years, and a fraction of total pay for a
                       calendar year if necessary, sufficient to obtain an
                       aggregate amount of service equivalent to three full
                       years. Such calendar years shall be selected beginning
                       with the calendar year in which average pay per month was
                       the highest and taking in turn calendar years of
                       successively lower average pay per month. A fraction of
                       total pay for a calendar year shall be calculated by
                       multiplying average pay per month for that year by the
                       number of months needed to yield an aggregate amount of
                       service equivalent to three full years. Only pay for the
                       120 calendar months up to and including the calendar
                       month in which the employee retires under the Company's
                       Pension and Retirement Plan will be taken into account in
                       computing Average Total Monthly Pay.

              (b) The term 'pay' includes variable pay and awards under the
                  Variable Compensation Plan, the Incentive Compensation Plan
                  and former Dividend Unit Plan of the company or similar plans
                  of any of its affiliated companies, which are not forfeited,
                  but does not include (i) allowances in connection with
                  transfer of employment or termination of employment and other
                  special payments, or (ii) awards, pay under a gain sharing
                  program or payments under the Special Compensation Plan or
                  Stock Option Plan of the Company or similar plans of the
                  Company or any of its affiliated companies.

              (c) The value of an award under the Company's Variable
                  Compensation Plan, the Incentive Compensation Plan or former
                  Dividend Unit Plan for any calendar year will be prorated over
                  the length of an employee's service for that year which is
                  used in computing his benefit under this Plan to the extent
                  the award is attributable to such service. The value of an
                  award under the Variable Compensation Plan, or the Incentive
                  Compensation Plan will be the total award value approved by
                  the Compensation and Benefits Committee. The value of an award
                  under the former Dividend Unit Plan will be the value used by
                  the Compensation and Benefits Committee in determining the
                  number of dividend units awarded to an employee.



                                       4

 
                                                                    EXHIBIT 10.3

              (d) Where a retired employee is granted an award under the
                  Variable Compensation Plan, the Incentive Compensation Plan or
                  the former Dividend Unit Plan for the calendar year in which
                  his retirement is effective, his Average Total Monthly Pay
                  will be recomputed and, if applicable, his monthly
                  supplemental retirement income will be increased beginning the
                  month following that in which such award is granted.

          3.  The term 'Service' means the length, in years and fractions of a
              year, of an employee's period of 'continuous service' as
              determined under the Company's Continuity of Service Rules for
              computing the amount of a pension and, to the extent prescribed in
              such Rules, recognition will be given for service which the
              employee has rendered to an affiliated company or to a company
              whose assets have been acquired in whole or in part, by the
              Company.

          4.  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.

      B.  Payments Rounded to Next Higher Full Dollar

          Each monthly payment which is computed in accordance with this Plan
          will, if not in whole dollars, be increased to the next higher whole
          dollar. Such rounding shall be made after applying any applicable
          reduction factors.

      C.  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.

      D.  Forfeiture of Benefits

          If an employee forfeits all or part of an award under the Company's
          variable Compensation Plan, the Incentive Compensation Plan or former
          Dividend Unit Plan, all rights and interests of the employee under
          this Plan will be forfeited.

      E.  Administration

          1.  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 

                                       5


                                                                    Exhibit 10.3
 
              calculating the lump sum payment described in Section IV. The
              Board shall have the discretionary right to determine eligibility
              for benefits hereunder and to construe the terms and conditions of
              this Plan. The Board may adopt, subject to the approval of the
              Compensation and Benefits Committee, or its delegate, 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 the Plan shall be final, conclusive and
              binding.

          2.  All expenses and costs in connection with the operation of this
              Plan shall be borne by the Company out of its general assets.

      F.  Amendment

          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.



                                       6