DUPONT E I DE NEMOURS & CO
SALARY DEFERRAL & SAVINGS RESTORATION PLAN
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<TYPE>EX-10.7
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<FILENAME>dex107.txt
<DESCRIPTION>SALARY DEFERRAL & SAVINGS RESTORATION PLAN
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                                                                       Form 10-Q

                                                                    Exhibit 10.7


                  SALARY DEFERRAL & SAVINGS RESTORATION PLAN

I.    PURPOSE

              The purpose of this Plan is to provide an eligible employee with
      the opportunity to defer, until termination of employment, receipt of
      salary that, because of compensation limits imposed by law, is ineligible
      to be considered in calculating benefits within the Company's
      tax-qualified defined contribution plan(s) and thereby recover benefits
      lost because of that restriction.

II.   ADMINISTRATION

              The administration of this Plan is vested in the Board of Benefits
      and Pensions appointed by Company. The Board may adopt such rules as it
      may deem necessary for the proper administration of the Plan, and may
      appoint such person(s) or group(s) as may be judged necessary to assist in
      the administration of the Plan. The Board's 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 of the Company who is participating in the Company's
     tax-qualified defined contribution plan(s) and whose annual base
     compensation exceeds the amount prescribed in Internal Revenue Code Section
     401(a)(17) shall be eligible to participate in this Plan (hereinafter
     "Participant").

              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 joint venture, partnership, or other entity in which E. I. du Pont de
      Nemours and Company has an ownership interest, provided that such entity
      (1) adopts this Plan with the approval of the E. I. du Pont de Nemours and
      Company and (2) agrees to make the necessary financial commitment in
      respect of any of its employees who become Participants in this Plan.

              Participation in this Plan is entirely voluntary.

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                                                                       Form 10_Q

IV.   PARTICIPANTS' ACCOUNTS

      (A) Participant Contributions. A Participant may elect to defer receipt of
      a percentage of annual base compensation in excess of the amount
      prescribed in Internal Revenue Code Section 401(a)(17), and have the
      dollar equivalent of the deferral percentage credited to a Participant
      Account under this Plan. The deferral percentage elected under this Plan
      shall not exceed that allowed in the Savings & Investment Plan of E. I. du
      Pont de Nemours and Company. Except as provided below, such deferral
      election will be made prior to the beginning of each calendar year and
      will be irrevocable for that calendar year.

          For purposes of a Participant's first year of participation in this
      Plan, the compensation deferral election must be made no later than 30
      days prior to the first day of the month for which compensation is
      deferred and will be irrevocable for the remainder of that calendar year.

      (B) Company Contributions. To the extent that a Participant makes a
      deferral election under the terms of subparagraph (A) above, the Company
      will credit to that Participant's Account in this Plan an amount
      equivalent to the company matching contribution that would be provided to
      that Participant under the terms of the Company's tax-qualified defined
      contribution plan(s) in which (s)he is participating.

      (C) Earnings Equivalents. Credits for Participant Contributions and
      Company Contributions shall be treated as having been invested in one or
      more of the investment options available for the ongoing deposit of new
      employee contributions in the Savings & investment Plan of E. I. du Pont
      de Nemours and Company. Additional credit (or debit) amounts will be
      posted to the Participant's Account in this Plan based on the performance
      of those investment options.

          The Participant shall have the right to:

          (1) designate which of the available investment options are to be used
              in valuing his/her Account under this Plan, subject to the rules
              governing investment direction in the Savings & Investment Plan of
              E.I. du Pont de Nemours and Company; and/or

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                                                                       Form 10-Q

IV.   PARTICIPANTS' ACCOUNTS - (Cont'd)

          (2)  change the designated investment options used in valuing his/her
               Account under this Plan, subject to the rules governing
               investment direction and/or transfers among funds in the Savings
               & Investment Plan of E. I. du Pont de Nemours and Company.

      (D) Credits to Accounts. Participant Contributions, Company Contributions
      and Earnings Equivalents shall be credited (or debited) to the
      Participant's Account under this Plan as unfunded book entries stated as
      cash balances, and will not be payable to Participants until such time as
      employment with the Company terminates. The cash balances in Participant
      Accounts shall be unfunded general obligations of the Company, and no
      Participant shall have any claim to or security interest in any asset of
      the Company on account thereof.

V.    VESTING

          Participant Contributions and Company Contributions and Earnings
      Equivalents shall be vested at the time such amounts are credited to the
      Participant's Account.

VI.   PAYMENT OF BENEFITS

          Amounts payable under this Plan shall be delivered in a cash lump sum
      as soon as practical after termination of employment unless the
      Participant irrevocably elects under rules prescribed by the Board of
      Benefits and Pensions to receive payments in a series of annual
      installments. All payments under this Plan shall be made by, and all
      expenses of administering this Plan shall be borne by, the Company.

VII.  NON-ASSIGNMENT

          No assignment or alienation of the rights and interests of
      participants, beneficiaries and survivors under this Plan will be
      permitted or recognized under any circumstances. Plan benefits can be paid
      only to participants, beneficiaries or survivors.

VIII. RIGHT TO MODIFY

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

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