Subject: Accelerated Share Repurchase Transaction ? VWAP Pricing

Stock Repurchase Agreement

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DUPONT E I DE NEMOURS &| CO

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Title: Subject: Accelerated Share Repurchase Transaction ? VWAP Pricing
Governing Law: New York Date: 2/28/2006
Industry: Chemicals - Plastics and Rubber Sector: Basic Materials

Subject:

Accelerated Share Repurchase Transaction ? VWAP Pricing
, Parties: dupont e i de nemours &, co

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Exhibit 10.19

GOLDMAN SACHS & CO. — 85 BROAD STREET — NEW YORK, NEW YORK 10004 — TEL: 212-902-1000

Opening Transaction

To:		E.I. du Pont de Nemours and Company 1007 Market Street Wilmington, Delaware 19898
From:		Goldman, Sachs & Co.
Subject:		Accelerated Share Repurchase Transaction — VWAP Pricing
Ref. No:		As provided in each Supplemental Confirmation
Date:		October 24, 2005

This master confirmation ("Master Confirmation") dated as of October 24, 2005, is intended to supplement the terms and provisions of certain Transactions (each, a "Transaction") entered into from time to time between Goldman, Sachs & Co. ("GS&Co.") and E.I. du Pont de Nemours and Company ("Counterparty"). This Master Confirmation, taken alone, is neither a commitment by either party to enter into any Transaction nor evidence of a Transaction. The terms of any particular Transaction shall be set forth in a Supplemental Confirmation in the form of Annex A hereto which references this Master Confirmation, in which event the terms and provisions of this Master Confirmation shall be deemed to be incorporated into and made a part of each such Supplemental Confirmation. This Master Confirmation and each Supplemental Confirmation together shall constitute a "Confirmation" as referred to in the Agreement specified below.

The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the "Equity Definitions"), as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Master Confirmation. This Master Confirmation and each Supplemental Confirmation evidences a complete binding agreement between the Counterparty and GS&Co. as to the terms of each Transaction to which this Master Confirmation and the related Supplemental Confirmation relates.

All provisions contained in or incorporated by reference in the form of the 1992 ISDA Master Agreement (Multi-Currency Cross Border) (the "ISDA Form" or the "Agreement") will govern this Master Confirmation and each Supplemental Confirmation except as expressly modified below. This Master Confirmation and each Supplemental Confirmation, together with all other documents referring to the Agreement confirming Transactions entered into between GS&Co. and Counterparty (notwithstanding anything to the contrary in a Confirmation), shall supplement, form a part of, and be subject to the ISDA Form as if GS&Co. and Counterparty had executed the Agreement (but without any Schedule except for (i) the election of Loss and Second Method, New York law (without regard to the conflicts of law principles) as the governing law and US Dollars ("USD") as the Termination Currency, (ii) the election that subparagraph (ii) of Section 2(c) will not apply to Transactions and (iii) the replacement of the word "third" in the last line of Section 5(a)(i) with the word "first".

All provisions contained in the Agreement shall govern this Master Confirmation and the related Supplemental Confirmation relating to a Transaction except as expressly modified below or in the related Supplemental Confirmation. With respect to any relevant Transaction, the Agreement, this Master Confirmation and the related Supplemental Confirmation shall represent the entire agreement and understanding of the parties with respect to the subject matter and terms of such Transaction and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

If, in relation to any Transaction to which this Master Confirmation and related Supplemental Confirmation relate, there is any inconsistency between the Agreement, this Master Confirmation, any Supplemental Confirmation and the Equity Definitions that are incorporated into any Supplemental Confirmation, the following

will prevail for purposes of such Transaction in the order of precedence indicated: (i) such Supplemental Confirmation; (ii) this Master Confirmation; (iii) the Agreement; and (iv) the Equity Definitions.

1. Each Transaction constitutes a Share Forward Transaction for the purposes of the Equity Definitions. Set forth below are the terms and conditions which, together with the terms and conditions set forth in each Supplemental Confirmation (in respect of each relevant Transaction), shall govern each such Transaction.

General Terms:
	Trade Date:	For each Transaction, as set forth in the Supplemental Confirmation.
	Seller:	Counterparty
	Buyer:	GS&Co.
	Shares:	Common Stock ($.30 par value) of Counterparty (Ticker: DD)
	Number of Shares:	For each Transaction, as set forth in the Supplemental Confirmation.
	Forward Price:	For each Transaction, as set forth in the Supplemental Confirmation.
	Prepayment:	Not Applicable
	Variable Obligation:	Not Applicable
	Exchange:	New York Stock Exchange
	Related Exchange(s):	All Exchanges
	Market Disruption Event:	The definition of "Market Disruption Event" in Section 6.3(a) of the Equity Definitions is hereby amended by inserting the words "at any time on any Scheduled Trading Day during the Valuation Period or" after the word "material," in the third line thereof.
	Counterparty Additional Payment Amount:	For each Transaction, as set forth in the Supplemental Confirmation Counterparty shall pay the Counterparty Additional Payment Amount to GS&Co. on the third Exchange Business Day following the Trade Date.
Valuation:
	Valuation Period:	Each Scheduled Trading Day during the period commencing on and including the third succeeding Scheduled Trading Day following the Trade Date, to and including the Valuation Date (but excluding any day(s) on which the Valuation Period is suspended in accordance with Section 6 herein and including any day(s) by which the Valuation Period is extended pursuant to the provision below).
		Notwithstanding anything to the contrary in the Equity Definitions, to the extent that any Scheduled Trading Day in the Valuation Period is a Disrupted Day, the Valuation Date

		shall be postponed and the Calculation Agent in its sole discretion shall extend the Valuation Period and make adjustments to the weighting of each Relevant Price for purposes of determining the Settlement Price, with such adjustments based on, among other factors, the duration of any Market Disruption Event and the volume, historical trading patterns and price of the Shares. To the extent that there are 9 consecutive Disrupted Days during the Valuation Period, then notwithstanding the occurrence of a Disrupted Day, the Calculation Agent shall have the option in its sole discretion to either determine the Relevant Price using its good faith and commercially reasonable estimate of the value for the Share on such 9 ^th consecutive day or elect to further extend the Valuation Period as it deems necessary.
	Valuation Date:	For each Transaction, as set forth in the Supplemental Confirmation (as the same may be postponed in accordance with the provisions of "Valuation Period" and Section 6 herein).
Settlement Terms:
	Settlement Currency:	USD (all amounts shall be converted to the Settlement Currency in good faith and in a commercially reasonable manner by the Calculation Agent).
	Settlement Method Election:	Applicable; provided that Section 7.1 of the Equity Definitions is hereby amended by deleting the word "Physical" in the sixth line thereof and replacing it with the words "Net Share" and deleting the word "Physical" in the last line thereof and replacing it with word "Cash".
	Electing Party:	Counterparty
	Settlement Method Election Date:	5 Scheduled Trading Days prior to the Valuation Date.
	Default Settlement Method:	Cash Settlement
	Forward Cash Settlement Amount:	An amount in the Settlement Currency equal to the product of (a) the Number of Shares multiplied by (b) an amount equal to (i) the Settlement Price minus (ii) the Forward Price.
	Settlement Price:	The arithmetic mean of the Relevant Prices of the Shares for each Exchange Business Day in the Valuation Period.
	Relevant Price:	The New York 10b-18 Volume Weighted Average Price per share of the Shares for the regular trading session (including any extensions thereof) of the Exchange on the related Exchange Business Day (without regard to pre-open or after hours trading outside of such regular trading session) as published by Bloomberg at 4:15 p.m. New York time on such date.

	Cash Settlement Payment Date:	3 Currency Business Days after the Valuation Date.
	Counterparty's Contact Details for Purpose of Giving Notice:	Karen K. Meneely E.I. duPont de Nemours & Company 1007 Market Street Wilmington, DE 19898 Telephone No.: (302) 774-0564 Facsimile No.: (302) 773-1536
	GS&Co.'s Contact Details for Purpose of Giving Notice:	Telephone No.: (212) 902-8996 Facsimile No.: (212) 902-0112 Attention: Equity Operations: Options and Derivatives
		With a copy to: Tracey McCabe Equity Capital Markets One New York Plaza New York, NY 10004 Telephone No.: (212) 357-0428 Facsimile No.: (212) 346-3787
Counterparty Net Share Settlement:
	Counterparty Net Share Settlement Procedures:	Counterparty Net Share Settlement shall be made in accordance with the procedures attached hereto as Annex B.
	Net Share Settlement Price:	(a) in respect of any Share for which the Exchange is an auction or "open outcry" exchange that has a price as of the Valuation Time at which any trade can be submitted for execution, the Net Share Settlement Price shall be the price per Share as of the Valuation Time on the Net Share Valuation Date as reported in the official real-time price dissemination mechanism for such Exchange, (b) in respect of any Share for which the Exchange is a dealer exchange or dealer quotation system, the Net Share Settlement Price shall be the mid-point of the highest bid and lowest ask prices quoted as of the Valuation Time on the Net Share Valuation Date (or the last such prices quoted immediately before the Valuation Time) without regard to quotations that "lock" or "cross" the dealer exchange or dealer quotation system. In all cases the Net Share Settlement Price shall be reduced by the per Share amount of the underwriting discount and/or commissions agreed to pursuant to the equity underwriting agreement contemplated by the Net Share Settlement Procedures and (c) notwithstanding anything to the contrary in (b) above, where NASDAQ is the Exchange, the Net Share Settlement Price will be the NASDAQ Official Closing Price (NOCP) as of the Valuation Time on the Net Share Valuation Date as reported in the official price determination mechanism for the Exchange.

	Valuation Time:	As provided in Section 6.1 of the Equity Definitions; provided that Section 6.1 of the Equity Definitions is hereby amended by inserting the words "Net Share Valuation Date," before the words "Valuation Date" in the first and third lines thereof.
	Net Share Valuation Date:	The Exchange Business Day immediately following the Valuation Date.
	Net Share Settlement Date:	The third Exchange Business Day immediately following the Valuation Date.
	Reserved Shares:	For each Transaction, as set forth in the Supplemental Confirmation.
GS&Co. Net Share Settlement:
	GS&Co. Net Share Settlement Procedures:	In the event that GS&Co. owes the Forward Cash Settlement Amount, settlement shall be made by delivery of the number of Shares equal in value to the Forward Cash Settlement Amount, with such value based on the Relevant Price per share further described below. In such event, on each succeeding Exchange Business Day after the Net Share Valuation Date, GS&Co. shall use good faith, commercially reasonable efforts to purchase up to the maximum amount of Shares each day in accordance with the provisions of Rule 10b-18 (2), (3) and (4), subject to any delays between the execution and reporting of a trade of the Shares on the Exchange and other circumstances beyond its reasonable control, until the sum of the products of the number of Shares purchased by GS&Co. multiplied by the price at which GS&Co. executes such purchases on the respective date of purchase equals the Forward Cash Settlement Amount. GS&Co. shall deliver all Shares purchased pursuant to this paragraph free of any contractual or other restriction in good transferable form on the third Exchange Business Day following the day on which GS&Co. completes all such purchases; or, if Counterparty so elects prior to the Net Share Valuation Date, GS&Co. will deliver all shares that are purchased on each succeeding Exchange Business Day after the Net Share Valuation Date on the third Exchange Business Day following the day of such purchase.
Share Adjustments:
	Method of Adjustment:	Calculation Agent Adjustment
Extraordinary Events:
Consequences of Merger Events:
	(a) Share-for-Share:	Modified Calculation Agent Adjustment
	(b) Share-for-Other:	Cancellation and Payment on that portion of the Other Consideration that consists of cash; Modified Calculation Agent Adjustment on the remainder of the Other Consideration (subject to Section 8(b) herein).

	(c) Share-for-Combined:	Component Adjustment
	Determining Party:	GS&Co.
Tender Offer:		Applicable
Consequences of Tender Offers:
	(a) Share-for-Share:	Modified Calculation Agent Adjustment
	(b) Share-for-Other:	Cancellation and Payment on that portion of the Other Consideration that consists of cash; Modified Calculation Agent Adjustment on the remainder of the Other Consideration (subject to Section 8(b) herein).
	(c) Share-for-Combined:	Component Adjustment
	Determining Party:	GS&Co.
Nationalization, Insolvency or Delisting:		Negotiated Close-out; provided that in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it shall also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the American Stock Exchange or The NASDAQ National Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall be deemed to be the Exchange.
Additional Disruption Events:
	(a) Change in Law:	Applicable
	(b) Failure to Deliver:	Not Applicable
	(c) Insolvency Filing:	Applicable
	(d) Loss of Stock Borrow:	Applicable; furthermore Sections 12.9(a)(vii) and 12.9(b)(iv) of the Equity Definitions are amended by deleting the words "at a rate equal to or less than the Maximum Stock Loan Rate" and replacing them with "at a rate of return equal to or greater than zero".
	Hedging Party:	GS&Co.
	Determining Party:	GS&Co.
Non-Reliance:		Applicable
Agreements and Acknowledgements Regarding Hedging Activities:		Applicable

Additional Acknowledgements:		Applicable
Net Share Settlement following Extraordinary Event:		Counterparty shall have the right, in its sole discretion, to make any payment required to be made by it pursuant to Sections 12.7 or 12.9 of the Equity Definitions (except with respect to any portion of the consideration for the Shares consisting of cash in the event of a Merger Event or Tender Offer), or to cause GS&Co. to make any payment required by such sections, following the occurrence of an Extraordinary Event by electing to net share settle the Transactions under this Master Confirmation in accordance with the terms, and subject to the conditions, for Net Share Settlement or GS&Co. Net Share Settlement, as applicable, herein by giving written notice to GS&Co. of such election on the day that the notice fixing the date that the Transactions are terminated or cancelled, as the case may be (the "Cancellation Date"), pursuant to the applicable provisions of Section 12 of the Equity Definitions is effective. If Counterparty elects net share settlement: (a) the Net Share Valuation Date shall be the date specified in the notice fixing the date that the Transactions are terminated or cancelled, as the case may be; provided that the Net Share Valuation Date shall be either the Exchange Business Day that such notice is effective or the first Exchange Business Day immediately following the Exchange Business Day that such notice is effective, (b) the Net Share Settlement Date shall be deemed to be the Exchange Business Day immediately following the Cancellation Date and (c) all references to the Forward Cash Settlement Amount in Annex B hereto shall be deemed to be references to the Cancellation Amount.
Net Share Settlement Upon Early Termination:		Counterparty shall have the right, in its sole discretion, to make any payment required to be made by it (the "Early Termination Amount") pursuant to Sections 6(d) and 6(e) of the Agreement, or to cause GS&Co. to make any payment required by such sections, following the occurrence of an Early Termination Date in respect of the Agreement by electing to net share settle all the Transactions under this Master Confirmation in accordance with the terms, and subject to the conditions, for Counterparty Net Share Settlement or GS&Co. Net Share Settlement, as applicable, herein by giving written notice to GS&Co. of such election on the day that the notice fixing an Early Termination Date is effective. If Counterparty elects net share settlement: (a) the Net Share Valuation Date shall be the date specified in the notice fixing an Early Termination Date; provided that the Net Share Valuation Date shall be either the Exchange Business Day that such notice is effective or the first Exchange Business Day immediately following the Exchange Business Day that such notice is effective, (b) the Net Share Settlement Date shall be deemed to be the Exchange Business Day immediately following the Early Termination Date and (c) all references to Forward Cash Settlement Amount in Annex B hereto shall be deemed references to the Early Termination Amount.

Transfer:		Notwithstanding anything to the contrary in the Agreement, GS&Co. may assign, transfer and set over all rights, title and interest, powers, privileges and remedies of GS&Co. under any Transaction, in whole to an affiliate of GS&Co. that is guaranteed by The Goldman Sachs Group, Inc. without the consent of Counterparty.
GS&Co. Payment Instructions:		Chase Manhattan Bank New York For A/C Goldman, Sachs & Co. A/C # 930-1-011483 ABA: 021-000021
Counterparty Payment Instructions:		To be provided by Counterparty

2. Calculation Agent: GS&Co.

3. Representations, Warranties and Covenants of GS&Co. and Counterparty.

(a) Each party represents and warrants that it (i) is an "eligible contract participant", as defined in the U.S. Commodity Exchange Act, as amended and (ii) is entering into each Transaction hereunder as principal (and not as agent or in any other capacity, fiduciary or otherwise) and not for the benefit of any third party.

(b) Each party acknowledges that the offer and sale of each Transaction to it is intended to be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), by virtue of Section 4(2) thereof and the provisions of Regulation D promulgated thereunder ("Regulation D"). Accordingly, each party represents and warrants to the other that (i) it has the financial ability to bear the economic risk of its investment in each Transaction and is able to bear a total loss of its investment, (ii) it is an "accredited investor" as that term is defined under Regulation D, (iii) it will purchase each Transaction for investment and not with a view to the distribution or resale thereof, and (iv) the disposition of each Transaction is restricted under this Master Confirmation and each Supplemental Confirmation, the Securities Act and state securities laws.

4. Additional Representations, Warranties and Covenants of GS&Co. GS&Co. hereby represents, warrants and covenants to Counterparty that:

(a) during all relevant times beginning on the third succeeding Scheduled Trading Day following the Trade Date through and including the Valuation Date, to the extent that it purchases any Shares in connection with its Hedge Positions, it shall use good faith, commercially reasonable efforts to comply with the provisions of Rule 10b-18(b)(2), (3) and (4) of the Exchange Act as if those sections applied to GS&Co., taking into account any applicable Securities and Exchange Commission no-action letters as appropriate and subject to any delays between the execution and reporting of a trade of the Shares on the Exchange and other circumstances beyond its reasonable control; and

(b) it shall purchase an amount of Shares no greater than the Daily Reference Shares (as specified in the related Supplemental Confirmation) on each Exchange Business Day during the Valuation Period.

5. Additional Representations, Warranties and Covenants of Counterparty. As of (i) the date hereof and (ii) the Trade Date, Counterparty represents, warrants and covenants to GS&Co. that:

(a) the purchase or writing of each Transaction will not violate Rule 13e-1 or Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the "Exchange Act");

(b) is not entering into any Transaction on the basis of, and is not aware of, any material non-public information with respect to the Shares or in anticipation of, in connection with, or to facilitate, a distribution of its securities, a self tender offer or a third-party tender offer;

(c) Counterparty is in compliance with its reporting obligations under the Exchange Act and its most recent Annual Report on Form 10-K, together with all reports subsequently filed by it pursuant to the Exchange Act, taken together and as amended and supplemented to the date of this representation, do not, as of their respective filing dates, contain any untrue statement of a material fact or omit any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading;

(d) With respect to the first Transaction under this Master Confirmation, the Counterparty's Board of Directors has approved the Transaction and Counterparty shall disclose such Transaction program to the public on or prior to the morning after the Trade Date and with respect to other Transactions, such Transactions are being entered into pursuant to publicly disclosed Share buy-back programs and Counterparty's Board of Directors has approved such programs;

(e) notwithstanding the generality of Section 13.1 of the Equity Definitions, GS&Co. is not making any representations or warranties with respect to the treatment of any Transaction under FASB Statements 149 or 150, EITF 00-19 (or any successor issue statements) or under FASB's Liabilities & Equity Project;

(f) it will not take any action or refrain from taking any action that would limit or in any way adversely affect GS&Co.'s rights under the Agreement;

(g) it has not, and during any Valuation Period (as extended pursuant to the provisions of Section 6 and "Valuation Period" herein) will not, enter into agreements similar to the Transactions described herein where the valuation period in such other transaction will overlap at any time (including as a result of extensions in such valuation period as provided in the relevant agreements) with any Valuation Period (as extended pursuant to the provisions of Section 6 and "Valuation Period" herein) under this Master Confirmation. In the event that the valuation period in any other similar transaction overlaps with any Valuation Period under this Master Confirmation as a result of any extension made pursuant to the provisions of Section 6 and "Valuation Period" herein, Counterparty shall promptly amend such transaction to avoid any such overlap;

(h) during the Valuation Period (as extended or suspended pursuant to the provisions of Section 6 and "Valuation Period" herein) the Shares or securities that are convertible into, or exchangeable or exercisable for Shares are not subject to a "restricted period" as such term is defined in Regulation M promulgated under the Exchange Act ("Regulation M"), provided that to the extent Counterparty has notified GS&Co. of such event pursuant to Section 6(a), GS&Co. shall not have the right to declare an Event of Default under the Agreement for such event; and

(i) it shall report each Transaction as required under Regulation S-K and/or Regulation S-B under the Exchange Act, as applicable.

6. Suspension of Valuation Period

(a) If Counterparty concludes that it will be engaged in a distribution of the Shares for purposes of Regulation M, Counterparty agrees that it will, on one Scheduled Trading Day's written notice, direct GS&Co. not to purchase Shares in connection with hedging any Transaction during the "restricted period" (as defined in Regulation M). If on any Scheduled Trading Day Counterparty delivers written notice (and confirms by telephone) by 8:30 a.m. New York Time (the "Notification Time") then such notice shall be effective to suspend the Valuation Period as of such Notification Time. In the event that Counterparty delivers notice and/or confirms by telephone after the Notification Time, then the Valuation Period shall be suspended effective as of 8:30 a.m. New York Time on the following Scheduled Trading Day or as otherwise required by law or agreed between Counterparty and GS&Co. The Valuation Period shall be suspended and the Valuation Date extended for each Scheduled Trading Day in such restricted period.

(b) In the event that GS&Co. concludes, in its sole discretion, that it is appropriate with respect to any legal, regulatory or self-regulatory requirements or related policies and procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by GS&Co.), for it to refrain from purchasing Shares on any Scheduled Trading Day during the Valuation Period, GS&Co. may by written notice to Counterparty elect to suspend the Valuation Period for such number of Scheduled Trading Days as is specified in the notice. The notice shall not specify, and GS&Co. shall not otherwise communicate to Counterparty, the reason for GS&Co.'s election to suspend the Valuation Period. The Valuation Period shall be suspended and the Valuation Date extended for each Scheduled Trading Day occurring during any such suspension.

(c) On one occasion and upon written notice to GS&Co. prior to 8:30 a.m. New York time on any Scheduled Trading Day during the Valuation Period, Counterparty may elect to suspend the Valuation Period for such number of Scheduled Trading Days as is specified in the notice up to a maximum of 60 calendar days. The notice shall not specify, and Counterparty shall not otherwise communicate to GS&Co., the reason for Counterparty's election to suspend the Valuation Period. The Valuation Period shall be suspended and the Valuation Date extended for each Scheduled Trading Day occurring during any such suspension.

(d) In the event that the Valuation Period is suspended pursuant to Sections 5(a),(b) or (c) above during the regular trading session on the Exchange then the Calculation Agent in its sole discretion shall, in calculating the Forward Cash Settlement Amount, extend the Valuation Period and make adjustments to the weighting of each Relevant Price for purposes of determining the Settlement Price, with such adjustments based on, among other factors, the duration of any such suspension and the volume, historical trading patterns and price of the Shares.

7. Counterparty Purchases. Counterparty represents, warrants and covenants to GS&Co. that for each Transaction:

(a) Counterparty (or any "affiliated purchaser" as defined in Rule 10b-18 under the Exchange Act ( "Rule 10b-18" )) shall not, without the prior written consent of GS&Co., purchase any Shares, listed contracts on the Shares or securities that are convertible into, or

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