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<SEC-DOCUMENT>0000893220-04-002150.txt : 20041015
<SEC-HEADER>0000893220-04-002150.hdr.sgml : 20041015
<ACCEPTANCE-DATETIME>20041015173111
ACCESSION NUMBER:		0000893220-04-002150
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20041015
DATE AS OF CHANGE:		20041015

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			DUPONT PHOTOMASKS INC
		CENTRAL INDEX KEY:			0001012128
		STANDARD INDUSTRIAL CLASSIFICATION:	SPECIAL INDUSTRY MACHINERY, NEC [3559]
		IRS NUMBER:				742238819
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-46151
		FILM NUMBER:		041081859

	BUSINESS ADDRESS:	
		STREET 1:		131 OLD SETTLERS BLVD
		CITY:			ROUND ROCK
		STATE:			TX
		ZIP:			78664
		BUSINESS PHONE:		5122440024

	MAIL ADDRESS:	
		STREET 1:		100 TEXAS AVE
		CITY:			ROUND ROCK
		STATE:			TX
		ZIP:			78664

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			DUPONT E I DE NEMOURS & CO
		CENTRAL INDEX KEY:			0000030554
		STANDARD INDUSTRIAL CLASSIFICATION:	PLASTIC MAIL, SYNTH RESIN/RUBBER, CELLULOS (NO GLASS) [2820]
		IRS NUMBER:				510014090
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		1007 MARKET ST
		CITY:			WILMINGTON
		STATE:			DE
		ZIP:			19898
		BUSINESS PHONE:		3027741000

	MAIL ADDRESS:	
		STREET 1:		1007 MARKET ST
		CITY:			WILMINGTON
		STATE:			DE
		ZIP:			19898
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>w03993sc13da.txt
<DESCRIPTION>SC 13D AMENDMENT #5 DUPONT PHOTOMASKS, INC.
<TEXT>
<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                 Schedule 13D/A


          Under the Securities Exchange Act of 1934 (Amendment No. 5)


                            DUPONT PHOTOMASKS, INC.

          Common Stock, par value $0.01 (Title of Class of Securities)

                                  26613X 10 1
                                 (CUSIP Number)

                             Peter C. Mester, Esq.
                      E.I. du Pont de Nemours and Company
                                1007 Market St.
                              Wilmington, DE 19898
                                 (302) 774-6445
                 (Name, Address and Telephone Number of Person
               Authorized to Receive Notices and Communications)


                                October 5, 2004
                      (Date of Event which Requires Filing
                               of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box [ ].

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP    NUMBER: 26613X 10 1                                  PAGE 2 OF 11 PAGES



- --------------------------------------------------------------------------------
1)   Names of Reporting Persons; I.R.S. Identification Nos. (entities only)

             E.I. du Pont de Nemours and Company; 51-0014090
- --------------------------------------------------------------------------------
2)   Check the Appropriate Box if a Member of a Group (See Instructions)

     (a)

     (b)
- --------------------------------------------------------------------------------
3)   SEC Use Only
- --------------------------------------------------------------------------------
4)   Source of Funds (See Instructions)
- --------------------------------------------------------------------------------
5)   Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
     or 2(e)
- --------------------------------------------------------------------------------
6)       Citizenship or Place of Organization                           Delaware
- --------------------------------------------------------------------------------
   Number of                        7)      Sole Voting Power          3,629,272
    Shares                 -----------------------------------------------------
 Beneficially
   Owned by                         8)      Shared Voting Power
Each Reporting             -----------------------------------------------------
 Person With
                                    9)      Sole Dispositive Power     3,629,272
                           -----------------------------------------------------
                                    10)     Shared Dispositive Power
                           -----------------------------------------------------
11)      Aggregate Amount Beneficially
         Owned by Each Reporting Person                                3,629,272
         -----------------------------------------------------------------------
12)      Check if the Aggregate Amount in Row (11)
         Excludes Certain Shares (See Instructions)
- --------------------------------------------------------------------------------
13)      Percent of Class Represented by Amount in Row (11)               19.64%
- --------------------------------------------------------------------------------
14)      Type of Reporting Persons (See Instructions)                         CO
- --------------------------------------------------------------------------------



                                        2
<PAGE>
CUSIP    NUMBER: 26613X 10 1                                  PAGE 3 OF 11 PAGES



- --------------------------------------------------------------------------------
1)   Names of Reporting Persons; I.R.S. Identification Nos. (entities only)

           DuPont Chemical and Energy Corporation; 51-0313062
- --------------------------------------------------------------------------------
2)   Check the Appropriate Box if a Member of a Group (See Instructions)

     (a)

     (b)
- --------------------------------------------------------------------------------
3)   SEC Use Only
- --------------------------------------------------------------------------------
4)   Source of Funds (See Instructions)
- --------------------------------------------------------------------------------
5)   Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
     or 2(e)
- --------------------------------------------------------------------------------
6)       Citizenship or Place of Organization                           Delaware
- --------------------------------------------------------------------------------
   Number of              7)       Sole Voting Power                   3,629,272
    Shares        --------------------------------------------------------------
 Beneficially
   Owned by               8)       Shared Voting Power
Each Reporting    --------------------------------------------------------------
 Person With
                          9)       Sole Dispositive Power              3,629,272
                  --------------------------------------------------------------
                          10)      Shared Dispositive Power
                  --------------------------------------------------------------
11)      Aggregate Amount Beneficially
         Owned by Each Reporting Person                                3,629,272
- --------------------------------------------------------------------------------
12)      Check if the Aggregate Amount in Row (11)
         Excludes Certain Shares (See Instructions)
- --------------------------------------------------------------------------------
13)      Percent of Class Represented by Amount in Row (11)               19.64%
- --------------------------------------------------------------------------------
14)      Type of Reporting Persons (See Instructions)                         CO
- --------------------------------------------------------------------------------




                                        3
<PAGE>
CUSIP    NUMBER: 26613X 10 1                                  PAGE 4 OF 11 PAGES




         This Amendment No. 5 to Schedule 13D is filed pursuant to Rule 13d-1 of
the Rules and Regulations under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") by E. I. du Pont de Nemours and Company, a Delaware
corporation ("DuPont") and by Du Pont Chemical and Energy Operations, Inc., a
Delaware corporation and wholly owned subsidiary of DuPont ("DCEO"), with
respect to the common stock of DuPont Photomasks, Inc., a Delaware corporation
("DPI" or the "Issuer"):


ITEM 1.       SECURITY AND ISSUER.

              This Schedule 13D relates to the Common Stock, par value $0.01 per
share ("Common Stock"), of DPI. The principal executive offices of DPI are
located at 131 Old Settlers Boulevard, Round Rock, Texas 78664.

ITEM 2.       IDENTITY AND BACKGROUND.

              This Schedule 13D is filed by DuPont and by DCEO. The principal
executive offices of both corporations are located at 1007 Market Street,
Wilmington, Delaware 19898.

              DuPont was founded in 1802 and was incorporated in Delaware in
1915. DuPont is a world leader in science and technology in a range of
disciplines including high-performance materials, specialty chemicals,
pharmaceuticals and biotechnology. DuPont operates globally through some 20
strategic business units. Within the strategic business units, approximately 80
businesses manufacture and sell a wide range of products to many different
markets, including the transportation, textile, construction, automotive,
agricultural and hybrid seeds, nutrition and health, pharmaceuticals, packaging
and electronics markets.

              DuPont's strategic business units have been aggregated into nine
reportable segments Agriculture & Nutrition, Nylon Enterprise, Performance
Coatings & Polymers, Pharmaceuticals, Pigments & Chemicals, Pioneer Hi-Bred
International, Inc., Polyester Enterprise, Specialty Fibers and Specialty
Polymers.


              DCEO was incorporated in Delaware in 1988 and is limited by its
certificate of incorporation to the making, maintenance and management of its
intangible investments and the collection and distribution of the income from
such investments. DCEO is a wholly owned subsidiary of DuPont.

              Information concerning the directors and executive officers of
DuPont and DCEO is contained in Schedule A attached hereto.

              During the last five years, none of DuPont or DCEO nor, to the
best knowledge of DuPont and DCEO, any director or executive officer of DuPont
or DCEO has been (i) convicted in a criminal



                                        4
<PAGE>
CUSIP    NUMBER: 26613X 10 1                                  PAGE 5 OF 11 PAGES



proceeding or (ii) a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding has been or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.

ITEM 3.       SOURCE AND AMOUNT OF FUNDS OTHER CONSIDERATION.

              Not applicable.

ITEM 4.       PURPOSE OF TRANSACTION.


              On October 5, 2004, the Issuer announced that it had entered into
an agreement pursuant to which Toppan Printing Co., Ltd. ("Toppan") will acquire
all of the outstanding shares of the Issuer for $27.00 in cash per share. DuPont
has agreed to vote its shares of the Issuer in favor of the transaction and will
sell all of its shares of the Issuer if the transaction is consummated. The
transaction is subject to shareholder and regulatory approvals and other
conditions and is expected to close in early 2005. In the event that the
transaction is not consummated, DuPont intends to continue to reduce its
ownership interest over time, subject to prevailing market and other conditions.
On April 30, 2001, DuPont sold an aggregate of 2,000,000 shares of the Issuer's
Common Stock pursuant to Rule 144 under the Securities Act of 1933, as amended.
Prior thereto, during November 2000, DuPont sold an aggregate of 375,000 shares
of the Issuer's Common Stock pursuant to sales under Rule 144 under the
Securities Act of 1933, as amended. Prior thereto, on July 24, 2000, DuPont sold
an aggregate of 1,777,778 shares of the Issuer's Common Stock pursuant to an
underwritten public offering registered pursuant to the Securities Act of 1933,
as amended. During May 2000, DuPont sold an aggregate of 55,000 shares of the
Issuer's Common Stock pursuant to sales under Rule 144 under the Securities Act
of 1933, as amended, for the purpose of allowing DuPont to obtain a tax benefit
associated with a loss from an earlier sale of the Issuer's interest in DuPont
Korea Ltd. to DuPont, which tax benefit would have expired on June 30, 2000.
During March 1999, DuPont sold an aggregate of 2,100,000 shares of the Issuer's
common stock pursuant to a registered underwritten public offering. During
September 1999, DuPont sold an aggregate of 498,950 shares of the Issuer's
common stock pursuant to sales under Rule 144.



              (a) DuPont has advised the Issuer that it expects to reduce its
ownership interest in the Issuer over time, subject to prevailing market and
other conditions. Consistent with this advice, DuPont made the sales described
above and entered into the Stockholders Voting Agreement with Toppan described
above. In the event that the Toppan transaction is not consummated, DuPont
expects to continue to dispose of its holdings from time to time as conditions
warrant.


              (b-j) Not applicable.

ITEM 5.       INTEREST IN SECURITIES OF THE ISSUER.


              (a) and (b) As of October 15, 2004, DuPont directly owns 3,629,272
shares of Common Stock of the Issuer. Such shares constitute approximately
19.64% percent of the total number of shares of Common Stock outstanding, based
upon 18,482,544 shares outstanding as of August 27, 2004, as reported in the
Issuer's Form 10-K for the fiscal year ended June 30, 2004. No director or
executive officer of DuPont or DCEO beneficially owns any shares of Common Stock
of the Issuer.



              (c) Not applicable.


              (d) No person other than DCEO and DuPont has the right to receive
or the power to direct receipt of dividends from, or the proceeds from the sale
of, the Common Stock of the Issuer.

              (e) Not applicable.



                                       5
<PAGE>
CUSIP    NUMBER: 26613X 10 1                                  PAGE 6 OF 11 PAGES



ITEM 6.       CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
              RESPECT TO SECURITIES OF THE ISSUER.


              On October 5, 2004, DuPont and DCEO entered into a Stockholders
Voting Agreement with the Issuer and Toppan pursuant to which DuPont agreed to
vote all of its shares of the Issuer in favor of the proposed transaction
between the Issuer and Toppan. That agreement is subject to shareholder and
regulatory approvals and other conditions. Also on October 5, 2004, DuPont, the
Issuer and Toppan entered into a Transition Agreement relating to the Corporate
Name and Trademark Agreement between DuPont and the Issuer entered into May
7,1998, as amended.


              DCEO has entered into a Registration Rights Agreement dated
December 31, 1995 (the "Registration Rights Agreement") with the Issuer under
which it and its assignees will be entitled to certain rights with respect to
the registration under the Securities Act of shares of Common Stock they hold.
Subject to certain limitations (including a minimum registration of over
1,000,000 shares), each of DCEO and its assignees has the right to require the
Issuer to register the sale of all or part of the shares it holds under the
Securities Act (a "demand registration"). DCEO and its assignees, in the
aggregate, initially were entitled to request up to five demand registrations,
four of which remain available, and each is also entitled to include the shares
of Common Stock it holds in a registered offering of securities by the Issuer
for its own account, subject to certain conditions and restrictions. The Issuer
will pay all expenses associated with a registration of shares of Common Stock
by DCEO and its assignees pursuant to the Registration Rights Agreement, other
than underwriting discounts and commissions, their out-of-pocket expenses or
underwriters' counsel fees and disbursements, if any, relating to such shares.
In addition, the Registration Rights Agreement contains certain indemnification
provisions (i) by the Issuer for the benefit of DCEO and its assignees as well
as any potential underwriter and (ii) by DCEO and its assignees for the benefit
of the Issuer and related persons. DCEO and its assignees may transfer their
registration rights under the Registration Rights Agreement without the prior
approval of the Issuer. The Registration Rights Agreement also provides that
while DCEO owns 50% or more of the Issuer's Common Stock, the Issuer may not
grant registration rights to any other person without DCEO's prior consent.
              DuPont is the guarantor of $100,000,000 principal amount of the
Issuer's convertible subordinated notes due 2004, which notes were issued
pursuant to a registered public offering which was consummated on July 24,
2000.
              Except for the foregoing agreements, there are no other contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 and between such persons and any person with respect to
any securities of the Issuer.

ITEM 7.       MATERIAL TO BE FILED AS EXHIBITS.


              The following agreements are filed as exhibits to this Schedule
13D.


              A. Agreement dated May 1, 2001, between DuPont and DCEO pursuant
to which both agree that this Schedule is filed on behalf of both of them.


              B. Stockholders Voting Agreement dated October 5, 2004.



              C. Transition Agreement dated October 5, 2004.




                                        6
<PAGE>
CUSIP    NUMBER: 26613X 10 1                                  PAGE 7 OF 11 PAGES



                                    SIGNATURE


              After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is true,
complete and correct.


                                     E.I. DU PONT DE NEMOURS AND COMPANY



                                     By:     /s/ JOHN P. JESSUP
                                             John P. Jessup
                                             Vice President and Treasurer



                                     DUPONT CHEMICAL AND ENERGY
                                     OPERATIONS, INC.



                                     By:     /s/ A. LLOYD ADAMS
                                             A. Lloyd Adams
                                             Vice President and
                                             Assistant Treasurer




                                        7
<PAGE>
CUSIP    NUMBER: 26613X 10 1                                  PAGE 8 OF 11 PAGES



                                   SCHEDULE A

         1. Set forth below are the name and present principal occupation or
employment with E. I. du Pont de Nemours and Company of each director and
executive officer. The address of each of the persons listed is c/o DuPont at
1007 Market Street, Wilmington, Delaware 19898. With the exception of Messrs.
Belda, Lindahl and Naitoh, who are citizens of Brazil, Sweden and Japan,
respectively, each person listed below is a citizen of the United States of
America.

         DIRECTORS:


         Alain J. P. Belda            President and Chief Executive Officer,
                                      Alcoa Inc.

         Richard Brown                Director

         Curtis J. Crawford           President and Chief Executive Officer
                                      ZiLOG, Inc.

         John Dillon                  Director

         Louisa C. Duemling           Director

         Charles O. Holliday, Jr.     Chairman and Chief Executive Officer

         Deborah C. Hopkins           Chief Financial Officer and Executive
                                      Vice President, Lucent Technologies

         Louis D. Juliber             Chief Operating Officer,
                                      Colgate-Palmolive Company

         Masahisa Naitoh              Executive Vice President,
                                      ITOCHU Corporation

         William K. Reilly            President and Chief Executive Officer,
                                      Aqua International Partners, L.P.

         H. Rodney Sharp, III         Director

         Charles M. Vest              President,
                                      Massachusetts Institute of Technology





                                        8
<PAGE>
CUSIP    NUMBER: 26613X 10 1                                  PAGE 9 OF 11 PAGES



         EXECUTIVE OFFICERS:


         C. O. Holliday, Jr.
         R. R. Goodmanson
         T. M. Connelly
         S. J. Mobley
         G. M. Pfeiffer
         W. Donald Johnson
         James C. Borel
         John C. Hodgson




                                        9
<PAGE>
CUSIP    NUMBER: 26613X 10 1                                 PAGE 10 OF 11 PAGES



                2. Set forth below are the name and principal occupation or
employment with DuPont Chemical and Energy Operations, Inc. of each director and
executive officer. The address of each of the persons listed is c/o DuPont at
1007 Market Street, Wilmington, Delaware 19898. Each person listed below is a
citizen of the United States.

         NAME AND ADDRESS               POSITION


         Karen K. Meneely               President and Director



         Andrew R. Girardi              Vice President, Treasurer and Director



         A. Lloyd Adams                 Vice President, Assistant Treasurer
                                        and Director

         Loriann Lea                    Secretary



                                       10


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.A
<SEQUENCE>2
<FILENAME>w03993exv99wa.txt
<DESCRIPTION>AGREEMENT DATED MAY 1, 2001, BETWEEN DUPONT AND DCEO.
<TEXT>
<PAGE>
CUSIP    NUMBER: 26613X 10 1                                 PAGE 11 OF 11 PAGES


                                                                       EXHIBIT A

                                    AGREEMENT


                By this Agreement, the undersigned agree that this Schedule 13D
being filed on or about this date with respect to the ownership by the
undersigned of shares of Common Stock of DuPont Photomasks, Inc. is being filed
on behalf of each of us.



Dated:   October 15, 2004




                                       E.I. DU PONT DE NEMOURS AND COMPANY




                                       By:  /s/ JOHN P. JESSUP
                                            Name: John P. Jessup
                                            Title:  Vice President and Treasurer



                                       DUPONT CHEMICAL AND ENERGY
                                        OPERATIONS, INC.




                                       By:  /s/ A. LLOYD ADAMS
                                            Name:  A. Lloyd Adams
                                            Title:  Vice President and
                                                    Assistant Treasurer




                                       11

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.B
<SEQUENCE>3
<FILENAME>w03993exv99wb.txt
<DESCRIPTION>STOCKHOLDERS VOTING AGREEMENT DATED OCTOBER 5, 2004.
<TEXT>
<PAGE>
                                                                       Exhibit B

                          STOCKHOLDERS VOTING AGREEMENT

         This STOCKHOLDERS VOTING AGREEMENT (this "AGREEMENT") is entered into
as of October 5, 2004, by and among Toppan Printing Co., Ltd., a Japanese
corporation ("TOPPAN"), E. I. du Pont de Nemours and Company, a Delaware
corporation ("DUPONT"), and DuPont Chemical and Energy Operations, Inc., a
Delaware corporation and wholly-owned subsidiary of DuPont ("DCEO", collectively
with DuPont, the "STOCKHOLDERS").

                              W I T N E S S E T H:

         WHEREAS, as of the date hereof, each Stockholder "beneficially owns"
(as such term is defined in Rule 13d-3 promulgated under the Securities Exchange
Act of 1934, as amended) and is entitled to dispose of (or to direct the
disposition of) and to vote (or to direct the voting of) the number of Subject
Shares set forth opposite such Stockholder's name on Schedule I hereto;

         WHEREAS, concurrently with the execution of this Agreement, Toppan,
Toppan Corporation, a Delaware corporation and a wholly-owned subsidiary of
Toppan ("MERGER SUB"), and DuPont Photomasks, Inc., a Delaware corporation (the
"COMPANY"), are entering into an Agreement and Plan of Merger, dated as of the
date hereof (the "MERGER AGREEMENT"), pursuant to which Merger Sub will merge
with and into the Company, with the Company surviving as a wholly-owned
subsidiary of Toppan (the "MERGER");

         WHEREAS, as a material inducement to enter into the Merger Agreement
and to consummate the Merger, Toppan desires each Stockholder to agree, and each
Stockholder is willing to agree, to vote the Subject Shares and any other such
shares of capital stock of the Company acquired by such Stockholder so as to
facilitate consummation of the Merger.

         NOW, THEREFORE, in consideration of the foregoing and the mutual
premises, representations, warranties, covenants and agreements contained
herein, the parties hereto, intending to be legally bound, hereby agree as
follows:

                                    ARTICLE I
                                  DEFINITIONS

         Section 1.1 Capitalized Terms. For purposes of this Agreement,
capitalized terms used and not defined herein shall have the respective meanings
ascribed to them in the Merger Agreement.

         Section 1.2 Other Definitions. For purposes of this Agreement:

         (a) "Affiliate" means, with respect to any specified Person, any Person
that directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, the Person specified. For
purposes of this Agreement, with respect to each Stockholder, the term
"Affiliate" shall not include the Company and the Persons that directly, or
indirectly through one or more intermediaries, are controlled by the Company.


                                       1
<PAGE>
         (b) "Representative" means, with respect to any particular Person, any
director, officer, employee, accountant, consultant, legal counsel, investment
banker, advisor, agent or other representatives of such Person.

         (c) "Subject Shares" means, with respect to any particular Stockholder,
(i) the number of shares of common stock, par value $0.01 per share (the "COMMON
STOCK"), of the Company set forth opposite such Stockholder's name on Schedule I
hereto, including any other shares of Common Stock the voting power over which
is acquired by such Stockholder during the period from and including the date
hereof through and including the date on which this Agreement is terminated in
accordance with its terms and (ii) any securities into which or for which any or
all of the Subject Shares may be changed or exchanged or which are received as a
result of any stock dividend or distribution, split-up, recapitalization,
combination, exchange of shares or the like.


                                   ARTICLE II
                     VOTING AGREEMENT AND IRREVOCABLE PROXY

         Section 2.1 Agreement to Vote the Subject Shares. Each Stockholder, in
its capacity as such, hereby agrees that, during the period commencing on the
date hereof and continuing until the termination of this Agreement (such period,
the "VOTING PERIOD"), at any meeting (or any adjournment or postponement
thereof) of the Company's stockholders, however called, or in connection with
any written consent of the Company's stockholders, such Stockholder shall vote
(or cause its controlled Affiliates to vote) the Subject Shares (x) in favor of
the adoption of the Merger Agreement, the Merger and the other transactions
contemplated by the Merger Agreement (and any actions required in furtherance
thereof), (y) against any action, proposal, transaction or agreement that would
result in a breach in any respect of any covenant, representation or warranty or
any other obligation or agreement of the Company contained in the Merger
Agreement, and (z) except with the written consent of Toppan, against the
following actions or proposals (other than the transactions contemplated by the
Merger Agreement): (i) any Takeover Proposal; and (ii) (A) any change in the
board of directors of the Company; (B) any amendment of the Company's
certificate of incorporation or bylaws; or (C) any other action or proposal
involving the Company or any of its Subsidiaries that, in the case of (A), (B)
or (C), is intended, or could reasonably be expected, to prevent, impede,
interfere with, delay, postpone or adversely affect the transactions
contemplated by the Merger Agreement; provided, however, that nothing in this
Agreement shall limit or affect any actions taken by any member of the board of
directors of the Company nominated by, or appointed at the request of, any
Stockholder solely in his or her capacity as a director of the Company. Any such
vote shall be cast or consent shall be given in accordance with such procedures
relating thereto so as to ensure that it is duly counted for purposes of
determining that a quorum is present and for purposes of recording the results
of such vote or consent. Each Stockholder agrees not to enter into any agreement
or commitment with any Person the effect of which would be inconsistent with or
violative of the provisions and agreements contained in this Article II.

         Section 2.2 Grant of Irrevocable Proxy. Each Stockholder hereby
appoints any officer of Toppan and any designee of Toppan, and each of them
individually, as such Stockholder's proxy



                                       2
<PAGE>
and attorney-in-fact, with full power of substitution and re-substitution, to
vote or act by written consent during the Voting Period with respect the Subject
Shares in accordance with Section 2.1. This proxy is given to secure the
performance of the duties of each Stockholder under this Agreement. Each
Stockholder shall promptly cause a copy of this Agreement to be deposited with
the Company at its principal place of business. Each Stockholder shall take such
further action or execute such other instruments as may be necessary to
effectuate the intent of this proxy.

         Section 2.3 Nature of Irrevocable Proxy. The proxy and power of
attorney granted pursuant to Section 2.2 by each Stockholder shall be
irrevocable during the term of this Agreement, shall be deemed to be coupled
with an interest sufficient in law to support an irrevocable proxy and shall
revoke any and all prior proxies granted by such Stockholder with respect to the
subject matter contemplated by Section 2.1. The power of attorney granted by
each Stockholder herein is a durable power of attorney and shall survive the
dissolution, bankruptcy, death or incapacity of such Stockholder. The proxy and
power of attorney granted hereunder shall terminate upon the termination of this
Agreement.

                                   ARTICLE III
                                   COVENANTS

         Section 3.1 Generally.

         (a) No Transfers. Except for pledges in existence as of the date
hereof, each Stockholder agrees that during the Voting Period, except as
contemplated by the terms of this Agreement, it shall not, and it shall cause
its controlled Affiliates not to, (i) sell, transfer, tender, pledge, encumber,
assign or otherwise dispose of (collectively, a "TRANSFER"), or enter into any
contract, option or other agreement with respect to, or consent to, a Transfer
of, any or all of the Subject Shares or (ii) take any action that would have the
effect of preventing, impeding, interfering with or adversely affecting its
ability to perform its obligations under this Agreement or the transactions
contemplated by the Merger Agreement or which would make any representation or
warranty of such Stockholder hereunder untrue or incorrect.

         (b) No Exercise of Registration Rights. Each Stockholder agrees that it
shall not, and it shall cause its controlled Affiliates not to, directly or
indirectly, exercise any registration rights with respect to the Subject Shares,
including, without limitation, the registration rights set forth that certain
Registration Rights Agreement, dated December 31, 1995, by and among the Company
and DCEO.

         Section 3.2 Standstill Obligations of Stockholders. Each Stockholder,
jointly and severally, covenants and agrees with Toppan that during the Voting
Period:

         (a) Such Stockholder shall not, nor shall such Stockholder permit any
controlled Affiliate of such Stockholder to, nor shall such Stockholder act in
concert with or permit any controlled Affiliate to act in concert with any
Person to make, or in any manner participate in, directly or indirectly, a
"solicitation" of "proxies" (as such terms are used in the rules of the
Securities and Exchange Commission) or powers of attorney or similar rights to
vote, or seek to advise or



                                       3
<PAGE>
influence any Person with respect to the voting of, any shares of Common Stock
in connection with any vote or other action on any matter, other than to
recommend that stockholders of the Company vote in favor of the adoption of the
Merger Agreement and otherwise as expressly provided by Article II of this
Agreement.

         (b) Such Stockholder shall not, nor shall such Stockholder permit any
controlled Affiliate of such Stockholder to, nor shall such Stockholder act in
concert with or permit any controlled Affiliate to act in concert with any
Person to, deposit any shares of Common Stock in a voting trust or subject any
shares of Common Stock to any arrangement or agreement with any Person with
respect to the voting of such shares of Common Stock, except as provided by
Article II of this Agreement.

         (c) Such Stockholder shall not, and shall direct its Representatives
not to, solicit or initiate any discussions or negotiations with, or knowingly
encourage any inquiries or proposals by, any Person, other than Toppan, relating
to any Takeover Proposal. Each Stockholder hereby represents that it is not
currently engaged in any discussions or negotiations with any party other than
Toppan with respect to any Takeover Proposal, and such Stockholder agrees not to
participate in any such discussions or negotiations, except to the same extent
permitted to the Company's Board of Directors by Section 5.3(a) of the Merger
Agreement.

         (d) Notwithstanding any other provision of this Agreement, it is
understood and agreed that DuPont has one representative on the Company's Board
of Directors. Nothing in this Agreement shall require such Person to act (or
refrain from acting) in any manner in respect of such Person's capacity as a
director of the Company.

         Section 3.3 Further Actions. Each Stockholder hereby covenants and
agrees to cooperate fully with Toppan and to execute and deliver any additional
documents necessary or desirable and to take such further actions that in the
reasonable opinion of Toppan may be necessary to carry out the intent of this
Agreement.


                                   ARTICLE IV
                 REPRESENTATIONS AND WARRANTIES OF STOCKHOLDERS

         Each Stockholder hereby represents and warrants, jointly and severally,
to Toppan as follows:

         Section 4.1 Due Organization, etc. Each Stockholder is a company duly
organized and validly existing under the laws of the jurisdiction of its
incorporation. Each Stockholder has all necessary corporate power and authority
to execute and deliver this Agreement and to consummate the transactions
contemplated hereby. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby by each Stockholder have
been duly authorized by all necessary action on the part of such Stockholder.

         Section 4.2 Ownership of Shares. Schedule I sets forth, opposite each
Stockholder's name, the number of shares of Common Stock over which such
Stockholder has record and



                                       4
<PAGE>
beneficial ownership as of the date hereof. As of the date hereof, each
Stockholder is the lawful owner of the shares of Common Stock denoted as being
owned by such Stockholder on Schedule I and has the sole power to vote (or cause
to be voted) such shares of Common Stock. Other than pursuant to the Rights
Agreement, dated as of January 30, 2001, between the Company and EquiServe Trust
Company, N.A., as amended, no Stockholder or any Affiliate of a Stockholder owns
or holds any right to acquire any additional shares of any class of capital
stock of the Company or other securities of the Company or any interest therein
or any voting rights with respect to any securities of the Company. Each
Stockholder has good and valid title to the Subject Shares, free and clear of
any and all pledges, mortgages, liens, charges, proxies, voting agreements,
encumbrances, adverse claims, options, security interests and demands of any
nature or kind whatsoever, other than those created by this Agreement or as
could not reasonably be expected to impair any Stockholder's ability to perform
its obligations under this Agreement.

         Section 4.3 No Conflicts. (i) No filing with any governmental
authority, and no authorization, consent or approval of any other Person is
necessary for the execution of this Agreement by any Stockholder and the
consummation by any Stockholder of the transactions contemplated hereby and (ii)
the execution and delivery of this Agreement by any Stockholder, the
consummation by any Stockholder of the transactions contemplated hereby or
compliance by any Stockholder with any of the provisions hereof shall not (A)
conflict with or result in any breach of the organizational documents of any
Stockholder, (B) result in, or give rise to, a violation or breach of or a
default (with notice or lapse of time, or both) under, or give to others any
rights of termination, amendment, acceleration or cancellation of, or result in
the creation of an encumbrance on or otherwise affecting any of the Subject
Shares pursuant to, any of the terms of any material contract, understanding,
agreement or other instrument or obligation to which any Stockholder is a party
or by which any Stockholder or any of the Subject Shares may be bound, or (C)
violate any applicable order, writ, injunction, decree, judgment, statute, rule
or regulation, except for any of the foregoing as could not reasonably be
expected to impair any Stockholder's ability to perform its obligations under
this Agreement.

         Section 4.4 Enforceability. This Agreement has been duly executed and
delivered by each Stockholder and assuming the due authorization, execution and
delivery by Toppan, constitutes the legal, valid and binding obligations of each
Stockholder, enforceable against each Stockholder in accordance with its terms,
subject to (i) laws of general application relating to bankruptcy, insolvency
and the relief of debtors, and (ii) rules of law governing specific performance,
injunctive relief and other equitable remedies.

         Section 4.5 Continuous Warranty. The representations and warranties
contained in this Agreement are accurate in all respects as of the date of this
Agreement, will be accurate in all respects at all times through the Expiration
Date (as defined in Section 6.1) and will be accurate in all respects as of the
date of the consummation of the Merger as if made on that date

         Section 4.6 Reliance by Toppan. Each Stockholder understands and
acknowledges that Toppan is entering into the Merger Agreement in reliance upon
the execution and delivery of this Agreement by such Stockholder.


                                       5
<PAGE>
                                    ARTICLE V
                    REPRESENTATIONS AND WARRANTIES OF TOPPAN

         Toppan hereby represents and warrants to the Stockholders as follows:

         Section 5.1 Due Organization, etc. Toppan is a company duly organized
and validly existing under the laws of Japan. Toppan has all necessary corporate
power and authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby by Toppan have been
duly authorized by all necessary action on the part of Toppan.

         Section 5.2 Conflicts. (i) No filing with any governmental authority,
and no authorization, consent or approval of any other Person is necessary for
the execution of this Agreement by Toppan and the consummation by Toppan of the
transactions contemplated hereby and (ii) none of the execution and delivery of
this Agreement by Toppan, the consummation by Toppan of the transactions
contemplated hereby shall (A) conflict with or result in any breach of the
organizational documents of Toppan, (B) result in, or give rise to, a violation
or breach of or a default under any of the terms of any material contract,
understanding, agreement or other instrument or obligation to which Toppan is a
party or by which Toppan or any of its assets may be bound, or (C) violate any
applicable order, writ, injunction, decree, judgment, statute, rule or
regulation, except for any of the foregoing as could not reasonably be expected
to impair Toppan's ability to perform its obligations under this Agreement.

         Section 5.3 Enforceability. This Agreement has been duly executed and
delivered by Toppan and assuming the due authorization, execution and delivery
by the Stockholders, constitutes the legal, valid and binding obligations of
Toppan, enforceable against Toppan in accordance with its terms, subject to (i)
laws of general application relating to bankruptcy, insolvency and the relief of
debtors, and (ii) rules of law governing specific performance, injunctive relief
and other equitable remedies.

         Section 5.4 Reliance by Stockholders. Toppan understands and
acknowledges that the Stockholders are entering into this Agreement in reliance
upon the execution and delivery of the Merger Agreement by Toppan.

                                   ARTICLE VI
                                   TERMINATION

         Section 6.1 Termination. This Agreement shall terminate, and none of
Toppan or any Stockholder shall have any rights or obligations hereunder and
this Agreement shall become null and void and have no effect upon the earliest
to occur of (i) the mutual consent of Toppan and DuPont, (ii) the effective time
of the Merger, (iii) the date of termination of the Merger Agreement in
accordance with its terms, or (iv) the date of any amendment to the Merger
Agreement, without the consent of the Company's stockholders, that has the
effect of reducing the cash portion of the Merger Consideration to an amount
less than $27 per share (appropriately



                                       6
<PAGE>
adjusted for any stock splits, stock dividends and the like) (the "EXPIRATION
DATE"); provided, however, that termination of this Agreement shall not prevent
any party hereunder from seeking any remedies (at law or in equity) against any
other party hereto for such party's breach of any of the terms of this
Agreement. Notwithstanding the foregoing, Sections 7.3, 7.4, 7.7 and 7.13,
inclusive, of this Agreement shall survive the termination of this Agreement.

                                   ARTICLE VII
                                 MISCELLANEOUS

         Section 7.1 Appraisal Rights. To the extent permitted by applicable
law, each Stockholder hereby irrevocably and unconditionally waives any rights
of appraisal, dissenters' rights or similar rights that such Stockholder may
have in connection with the Merger. Each Stockholder shall cause to be
irrevocably and unconditionally waived any such rights that any Affiliate of
such Stockholder may have in connection with the Merger.

         Section 7.2 Governmental Filings. Each Stockholder hereby permits
Toppan to file a copy of this Agreement with, and summarize its contents in, all
necessary filings with any governmental agency or organization.

         Section 7.3 Indemnification. Without in any way limiting any of the
rights or remedies otherwise available to Toppan and Toppan's Affiliates, each
Stockholder shall, jointly and severally, hold harmless and indemnify Toppan and
Toppan's Affiliates from and against, and shall compensate and reimburse Toppan
and Toppan's Affiliates for, any loss, damage, injury, liability, exposure,
claim, demand, settlement, judgment, award, fine, penalty, tax, fee (including
reasonable attorneys' fees), charge, cost or expense of any nature (whether or
not relating to a third party claim) which is directly or indirectly suffered or
incurred at any time by Toppan or any of Toppan's Affiliates, or to which Toppan
or any of Toppan's Affiliates otherwise becomes subject, and that arises from,
or relates to, any material inaccuracy in or material breach of any
representation, warranty, covenant, restriction or obligation of such
Stockholder contained in this Agreement.

         Section 7.4 Fees and Expenses. Each of the parties shall be responsible
for its own fees and expenses (including, without limitation, the fees and
expenses of financial consultants, investment bankers, accountants and counsel)
in connection with the entering into of this Agreement and the consummation of
the transactions contemplated hereby and by the Merger Agreement.

         Section 7.5 Amendments, Waivers, etc. This Agreement may not be
amended, changed, supplemented, waived or otherwise modified, except upon the
execution and delivery of a written agreement executed by each of the parties
hereto. The failure of any party hereto to exercise any right, power or remedy
provided under this Agreement or otherwise available in respect hereof at law or
in equity, or to insist upon compliance by any other party hereto with its
obligations hereunder, and any custom or practice of the parties at variance
with the terms hereof shall not constitute a waiver by such party of its right
to exercise any such or other right, power or remedy or to demand such
compliance.



                                       7
<PAGE>
         Section 7.6 Specific Performance. The parties hereto acknowledge that
Toppan will be irreparably harmed and that there will be no adequate remedy at
law for a violation of any of the covenants or agreements of the Stockholders
set forth herein. Therefore, it is agreed that, in addition to any other
remedies that may be available to Toppan upon any such violation, Toppan shall
have the right to enforce such covenants and agreements by specific performance,
injunctive relief or by any other means available to Toppan at law or in equity.

         Section 7.7 Notices. Any notices or other communications required or
permitted under, or otherwise in connection with this Agreement shall be in
writing and shall be deemed to have been duly given when delivered in person or
upon confirmation of receipt when transmitted by facsimile transmission (with
confirmation) or on receipt after dispatch by registered or certified mail,
postage prepaid, addressed, or on the next business day if transmitted by
national overnight courier, in each case as follows:

    If to Toppan or Merger Sub, addressed to:

         Toppan Printing Co., Ltd.
         1 Kanda Izumi-cho,
         Chiyoda-ku, Tokyo 101-0024
         Japan
         Fax: +81.3.3835.1447
         Attn: General Manager of Legal Department

    with a copy to:

         Squire, Sanders & Dempsey L.L.P.
         Ebisu Prime Squire Tower, 16F
         1-1-39 Hiroo
         Shibuya-ku, Tokyo 150-0012
         Japan
         Fax: +81.3.5774.1818
         Attn: Stephen E. Chelberg

    If to Stockholders, addressed to:

         E. I. du Pont de Nemours and Company
         1007 Market Street
         Wilmington, Delaware 19898
         Fax: (302) 774-7869
         Attn: Treasurer


                                       8
<PAGE>
         with a copy to:

         E. I. du Pont de Nemours and Company
         1007 Market Street
         Wilmington, Delaware 19898
         Fax: (302) 774-4031
         Attn: Corporate Secretary

         Section 7.8 Headings. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

         Section 7.9 Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of law
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible in an acceptable manner to
the end that transactions contemplated hereby are fulfilled to the extent
possible.

         Section 7.10 Entire Agreement. This Agreement (together with the Merger
Agreement, to the extent referred to herein) constitutes the entire agreement of
the parties and supersedes all prior agreements and undertakings, both written
and oral, between the parties, or any of them, with respect to the subject
matter hereof.

         Section 7.11 Assignment. This Agreement shall not be assigned by
operation of law or otherwise without the prior written consent of each of the
parties, except that each of Toppan and Merger Sub may assign and transfer its
rights and obligations hereunder to any direct or indirect wholly-owned
subsidiary of Toppan.

         Section 7.12 Parties in Interest. This Agreement shall be binding upon
and inure solely to the benefit of each party hereto and their respective
successors and assigns, and nothing in this Agreement, express or implied, is
intended to or shall confer upon any other Person any right, benefit or remedy
of any nature whatsoever under or by reason of this Agreement.

         Section 7.13 Governing Law; Consent to Jurisdiction; Waiver of Trial by
Jury.

         (a) This Agreement and any disputes arising from or relating thereto
shall be governed by and construed in accordance with the laws of the State of
Delaware, without regard to the principles of conflicts of laws thereof.

         (b) Each of the parties hereto hereby irrevocably waives any and all
rights to trial by jury in any legal proceedings arising out of or related to
this Agreement or the Transactions.


                                       9
<PAGE>
         (c) Each of the parties hereto (i) consents to submit itself to the
personal jurisdiction of the Chancery Court located in the City of Wilmington,
State of Delaware, in the event any dispute arises out of this Agreement or any
of the Transactions, (ii) agrees that it will not attempt to deny or defeat such
personal jurisdiction by motion or other request for leave from any such court
and (iii) agrees that it will not bring any action relating to this Agreement or
any of the Transactions in any court other than the Chancery Court located in
the City of Wilmington, State of Delaware, and such court shall serve as the
exclusive venue for the resolution of all disputes arising out of or related to
this Agreement and the Transactions.

         Section 7.14 Counterparts. This Agreement may be executed in
counterparts, each of which when executed shall be deemed to be an original but
all of which taken together shall constitute one and the same agreement.

                            [SIGNATURE PAGE FOLLOWS]



                                       10
<PAGE>
         IN WITNESS WHEREOF, Toppan and the Stockholders have caused this
Agreement to be duly executed as of the day and year first above written.

                                   Toppan Printing Co., Ltd.,
                                   a Japanese corporation


                                   By: /s/ NAOKI ADACHI
                                       _________________________________
                                   Name: Naoki Adachi
                                   Title: President and CEO


                                   E. I. du Pont de Nemours and Company,
                                   a Delaware corporation


                                   By: /s/ JOHN P. JESSUP
                                       _________________________________
                                   Name: John P. Jessup
                                   Title: Vice President and Treasurer


                                   DuPont Chemical and Energy Operations, Inc.,
                                   a Delaware corporation


                                   By: /s/ A. LLOYD ADAMS
                                       _________________________________
                                   Name: A. Lloyd Adams
                                   Title: Vice President and Assistant Treasurer



                [SIGNATURE PAGE TO STOCKHOLDERS VOTING AGREEMENT]

<PAGE>

                                   SCHEDULE I

                            OWNERSHIP OF COMMON STOCK

<TABLE>
<CAPTION>
Name and address of Stockholder                    Number of Shares
- -------------------------------                    ----------------
<S>                                                     <C>
E. I. du Pont de Nemours and Company (1)                         0*
1007, Market Street
Wilmington, Delaware 19898

DuPont Chemical and Energy Operations, Inc.              3,629,272
1007 Market Street
Wilmington, Delaware 19898
</TABLE>

- ----------
*DuPont does not directly own any shares of the Company, but is deemed to be the
beneficial owner of all the Company shares owned by DCEO.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.C
<SEQUENCE>4
<FILENAME>w03993exv99wc.txt
<DESCRIPTION>TRANSITION AGREEMENT DATED OCTOBER 5, 2004.
<TEXT>
<PAGE>
                                                                       Exhibit C

                              TRANSITION AGREEMENT

         This Transition Agreement ("Agreement") is entered into this 5th day of
October, 2004 among E. I. du Pont de Nemours and Company, a Delaware corporation
("DuPont"), DuPont Photomasks, Inc., a Delaware corporation (the "Company"), and
Toppan Printing Co., Ltd., a Japanese corporation ("Toppan").

                                    RECITALS

         WHEREAS, concurrently with the execution of this Agreement, the Company
and Toppan are entering into an Agreement and Plan of Merger dated October 5,
2004 (the "Merger Agreement"), pursuant to which a wholly owned subsidiary of
Toppan will merge with and into the Company and the Company will survive as a
wholly owned subsidiary of Toppan (the "Merger");

         WHEREAS, DuPont and the Company are parties to that certain Corporate
Tradename and Trademark Agreement entered into May 7, 1998, as amended (the
"Trademark Agreement");

         WHEREAS, pursuant to the Trademark Agreement, DuPont granted (i) to the
Company the non-assignable and non-exclusive license to use the tradename
"DuPont" (the "Licensed Tradename") as part of the Company's Corporate Name (as
such term is defined in the Trademark Agreement), or as part of the Corporate
Name of an Affiliated Company (as such term is defined in the Trademark
Agreement), and (ii) to the Company and its Affiliated Companies the
non-exclusive and non-transferable right to use the trademark DuPont in Oval
(the "Licensed Trademark") as part of its corporate logotype and for the sale of
products manufactured by the Company, subject to the limitations set forth in
the Trademark Agreement;

         WHEREAS, under Section 5.1(c) of the Trademark Agreement, upon
consummation of the transactions contemplated by the Merger Agreement, DuPont
will have the right to terminate the Trademark Agreement; and

         WHEREAS, in order to induce Toppan to enter into the Merger Agreement,
DuPont, the Company and Toppan desire to enter into this Agreement.

         NOW, THEREFORE, the parties agree as follows:

1. Transition Period. Conditioned upon the effectiveness of the Merger in
accordance with the terms of the Merger Agreement (the "Effective Date"), DuPont
agrees to waive its right to terminate the Trademark Agreement during the period
commencing on the Effective Date and ending on the six-month anniversary of the
Effective Date (the "Transition Period").

2. Termination Date of Trademark Agreement. Notwithstanding Article 6 of the
Trademark Agreement, the parties agree that the Company and its Affiliated
Companies shall have no further right to the use of the Licensed Tradename or
Licensed Trademark from and after the end of the Transition Period and the
Trademark Agreement shall terminate as of such date. No notice of termination of
the Trademark Agreement or of the Company's right to use the Licensed Tradename
or Licensed Trademark shall be required for such termination. Toppan and the
Company shall provide written notice to DuPont promptly following completion of
the


                                       1
<PAGE>

Transition Period, notifying DuPont of such completion and confirming that
the Company has no further right to use the Licensed Tradename or Licensed
Trademark and that the Company has (a) changed its tradename so that the word
"DuPont" is omitted therefrom, (b) ceased using the word "DuPont" or any word
similar thereto as, or as part of, its Corporate Name or in any other manner
whatsoever, and (c) ceased using the Licensed Trademark.

3. Indemnity. Toppan shall indemnify and hold DuPont harmless from any and all
losses, costs and liability (including, without limitation, attorney's fees,
settlements, judgments and arbitration awards) that arise directly or indirectly
from, or relate directly or indirectly to, the Company's use of the Licensed
Tradename and Licensed Trademark following the Effective Date. This provision
shall survive the termination of this Agreement.

4. Effectiveness. This Agreement shall be of no force or effect unless and until
the execution of the Merger Agreement by each of the parties thereto.

5. Representations and Warranties. Each party represents and warrants to the
other parties that:

         (a) this Agreement has been duly executed and delivered by such party
and constitutes the legal, valid and binding obligation of the party,
enforceable in accordance with its terms;

         (b) such party has the full right, power and authority to enter into
this Agreement and to perform its obligations under this Agreement;

         (c) no consent, approval, authorization or order of, or filing with,
any governmental agency or body or any court is required to be obtained or made
by such party for the consummation of the transactions contemplated by this
Agreement; and

         (d) the execution, delivery and performance of this Agreement and the
consummation of the transactions herein contemplated will not violate or
conflict with, result in the loss of any material benefit under, constitute a
default (or an event which, with notice or lapse of time, or both, would
constitute a default) under, result in the termination of or a right of
termination or cancellation under, or accelerate the performance required by
such party under any material agreement or instrument to which it is a party or
by which it is bound, or result in the creation of any lien upon any of the
properties or other assets of such party, except for such violations, conflicts,
losses, defaults, terminations, cancellations or liens as, individually or in
the aggregate, would not reasonably be expected to have a material adverse
effect on the business, assets, results of operations or financial condition of
the party.

6. Specific Performance. The parties hereto acknowledge that the parties will be
irreparably harmed and that there will be no adequate remedy at law for a
violation of any of the covenants or agreements set forth herein. Therefore, it
is agreed that, in addition to any other remedies that may be available to any
party upon any such violation, such party shall have the right to enforce such
covenants and agreements by specific performance, injunctive relief or by any
other means available to such party at law or in equity.


                                       2
<PAGE>

7. Notices. All notices, requests and other communications to any party
hereunder shall be in writing and shall be deemed given if delivered personally,
facsimiled (which is confirmed) or sent by overnight courier (providing proof of
delivery) to the parties at the following addresses:

         If to DuPont, to:

         E. I. du Pont de Nemours and Company
         1007 Market Street
         Wilmington, Delaware 19898
         Attention: Treasurer
         Facsimile: (302)774-7869

         with a copy (which shall not constitute notice) to:

         E. I. du Pont de Nemours and Company
         1007 Market Street
         Wilmington, Delaware 19898
         Attention: Corporate Secretary
         Facsimile: (302) 774-4031

         If to the Company, to:

         DuPont Photomasks, Inc.
         131 Old Settlers Boulevard
         Round Rock, Texas 78664
         Attention: General Counsel
         Facsimile: (512) 310-6544

         with a copy (which shall not constitute notice) to:

         Vinson & Elkins L.L.P.
         Terrace 7
         2801 Via Fortuna, Suite 100
         Austin, Texas  78746
         Attention: J. Nixon Fox, III
         Facsimile: 512.236.3216

         If to Toppan, to:

         Toppan Printing Co., Ltd.
         1 Kanda Izumi-cho,
         Chiyoda-ku, Tokyo 101-0024
         Japan
         Attention: General Manager of Legal Department
         Facsimile: +81.3.3835.1447


                                       3
<PAGE>

         with copy (which shall not constitute notice) to:

         Squire, Sanders & Dempsey L.L.P.
         Ebisu Prime Squire Tower, 16F
         1-1-39 Hiroo
         Shibuya-ku, Tokyo 150-0012
         Japan
         Attention: Stephen E. Chelberg
         Facsimile: +81.3.5774.1818

or such other address or facsimile number as such party may hereafter specify
for the purpose by notice to the other parties hereto. All such notices,
requests and other communications shall be deemed received on the date of
receipt by the recipient thereof if received prior to 5:00 P.M. in the place of
receipt and such day is a business day in the place of receipt. Otherwise, any
such notice, request or communication shall be deemed not to have been received
until the next succeeding business day in the place of receipt.

8. Amendment and Waiver. This Agreement may not be changed orally and no waiver
of compliance with any provision or condition hereof shall be effective unless
evidenced by an instrument in writing duly executed by the proper party.
Compliance with any of the covenants or conditions contained in this Agreement
may be waived only by written instrument executed by the party entitled to
enforce such compliance. No such waiver, however, shall be deemed to constitute
the waiver of any such covenant or condition in any other circumstance or the
waiver of any other covenant or condition.

9. Assignment. This Agreement shall not be assigned by operation of law or
otherwise without the prior written consent of each of the parties.

10. Parties in Interest. This Agreement shall be binding upon and inure solely
to the benefit of each party hereto and their respective successors and assigns,
and nothing in this Agreement, express or implied, is intended to or shall
confer upon any other person any right, benefit or remedy of any nature
whatsoever under or by reason of this Agreement.

11. Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.


12. Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, without regard
to the principles of conflicts of laws thereof. Each of the parties hereto
hereby irrevocably waives any and all rights to trial by jury in any legal
proceeding arising out of or related to this Agreement.

13. Entire Agreement; Severability. This Agreement (i) constitutes the entire
agreement and supersedes all prior agreements and understandings, both written
and oral, among the parties, or any of them, with respect to the subject matter
hereof, and (ii) is not intended to confer upon any other persons any rights or
remedies hereunder. In case any provision in this Agreement shall be


                                       4
<PAGE>

invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

                            [SIGNATURE PAGE FOLLOWS]















                                                                  Execution Copy
                                       5
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered as of the date first written above.

                                            E. I. du Pont de Nemours and Company




                                            By:  /s/ JOHN P. JESSUP
                                                 -------------------------------
                                            Name:  John P. Jessup
                                            Title:  Vice President and Treasurer



                                            DuPont Photomasks, Inc.




                                            By:  /s/ MARSHALL TURNER
                                                 -------------------------------
                                            Name:  Marshall Turner
                                            Title:  Chief Executive Officer




                                            Toppan Printing Co., Ltd.




                                            By:  /s/ NAOKI ADACHI
                                                 -------------------------------
                                            Name:  Naoki Adachi
                                            Title:  President and CEO




                    [SIGNATURE PAGE TO TRANSITION AGREEMENT]


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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