DOWDUPONT INC. (Exact name of registrant as specified in its charter)

Transcription

1 As filed with the Securities and Exchange Commission on September 1, 2017 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C Registration No FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DOWDUPONT INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.) c/o E. I. du Pont de Nemours and Company 974 Centre Road Wilmington, DE (Address of principal executive offices)(zip Code) c/o The Dow Chemical Company 2030 Dow Center Midland, MI (302) (989) (Registrant s telephone numbers, including area code) (Former name or former address, if changed since last report) The DuPont Equity and Incentive Plan The DuPont Stock Performance Plan The DuPont Retirement Savings Plan The DuPont Management Deferred Compensation Plan The DuPont Stock Accumulation and Deferred Compensation Plan for Directors (Full Title of the Plans) Stacy L. Fox, Esq. General Counsel and Secretary DowDuPont Inc. c/o E. I. du Pont de Nemours and Company 974 Centre Road Wilmington, DE (302) (Name, address, including zip code, and telephone number, including area code, of agent for service)

2 Brandon Van Dyke, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, NY (212) Copies to: Michael J. Aiello, Esq. Sachin Kohli, Esq. Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY (212) Charles J. Kalil, Esq. DowDuPont Inc. c/o The Dow Chemical Company 2030 Dow Center Midland, MI (989) Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Proposed Maximum Offering Price Per Proposed Maximum Aggregate Offering Title of Securities Amount to be Amount of to be Registered Registered (1)(2)(3) Share Price Registration Fee (5) Common Stock, par value $0.01 per share 87,636,000 $62.94 (4) $5,515,446, (4) $639, (1) DowDuPont Inc. ( DowDuPont or the Registrant ) is filing this registration statement on Form S-8 (the Registration Statement ) to register the issuance of 64,722,000 shares of common stock, par value $0.01 per share of DowDuPont (the Common Stock ), which are issuable pursuant to the DuPont Equity and Incentive Plan, 80,000 shares of Common Stock which are issuable pursuant to the DuPont Stock Performance Plan, 21,977,000 shares of Common Stock which are issuable pursuant to the DuPont Retirement Savings Plan, 76,000 shares of Common Stock which are issuable pursuant to the DuPont Management Deferred Compensation Plan, and 781,000 shares of Common Stock which are issuable pursuant to the DuPont Stock Accumulation and Deferred Compensation Plan for Directors (collectively, the Plans ). (2) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act ), this Registration Statement shall also cover any additional shares of Common Stock that may become issuable under the Plans by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without receipt of consideration which results in an increase in the number of the Registrant s outstanding shares of Common Stock. (3) Pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate amount of plan participation interests to be offered or sold pursuant to the DuPont Retirement Savings Plan. No additional registration fee is included for these interests. (4) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act based upon (1) with respect to 16,935,387 shares of Common Stock, $48.14, which is the weighted average per share exercise price (rounded to nearest cent) for certain outstanding stock options and stock appreciation rights granted under the Plans, and (2) with respect to 70,700,613 shares of Common Stock, $66.48, which is the average of the high and low prices per share of Common Stock as reported on the New York Stock Exchange on September 1, (5) Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $ per $1,000,000 of the Proposed Maximum Aggregate Offering Price.

3 EXPLANATORY NOTE Effective August 31, 2017, pursuant to the Agreement and Plan of Merger, dated as of December 11, 2015, as amended on March 31, 2017 (the Merger Agreement ), by and among the Registrant, The Dow Chemical Company, a Delaware corporation ( Dow ), Diamond Merger Sub, Inc., a Delaware corporation ( Dow Merger Sub ), Orion Merger Sub, Inc., a Delaware corporation ( DuPont Merger Sub ) and E. I. du Pont de Nemours and Company, a Delaware corporation ( DuPont ), (i) Dow Merger Sub merged with and into Dow, with Dow surviving the merger as a wholly owned subsidiary of the Registrant (the Dow Merger ) and (ii) DuPont Merger Sub merged with and into DuPont, with DuPont surviving the merger as a subsidiary of the Registrant (the DuPont Merger and, together with the Dow Merger, the Mergers ). Upon the consummation of the Mergers, each of Dow and DuPont became subsidiaries of DowDuPont. Upon completion of the DuPont Merger, each share of common stock, par value $0.30 per share, of DuPont (the DuPont Common Stock ) (excluding any shares of DuPont Common Stock that were held in treasury immediately prior to the effective time of the DuPont Merger, which were automatically canceled and retired for no consideration) was converted into the right to receive fully paid and non-assessable shares of Common Stock, in addition to cash in lieu of any fractional shares of Common Stock. As provided in the Merger Agreement, at the effective time of the Mergers, all options relating to shares of DuPont Common Stock that were outstanding immediately prior to the effective time of the Mergers were generally automatically converted into options relating to shares of Common Stock and all restricted stock units and performance based restricted stock units relating to shares of DuPont Common Stock that were outstanding immediately prior to the effective time of the Mergers were generally automatically converted into restricted stock units relating to shares of Common Stock, in each case after giving effect to appropriate adjustments to reflect the Mergers and otherwise generally on the same terms and conditions as applied under the applicable Plans and award agreements immediately prior to the effective time of the Mergers. This Registration Statement is being filed by the Registrant in connection with the registration of the Common Stock issuable to eligible employees of the Registrant or its subsidiaries pursuant to awards granted or that may in the future be granted under the Plans, which were assumed by the Registrant in accordance with the terms of the Merger Agreement. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The document(s) containing the employee benefit plan information required by Item 1 of Form S-8 and the statement of availability of registrant information and any other information required by Item 2 of Form S-8 will be sent or given to participants as specified by Rule 428 under the Securities Act. In accordance with Rule 428 and the requirements of Part I of Form S-8, such documents are not being filed with the Securities and Exchange Commission (the Commission ) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. The Registrant will maintain a file of such documents in accordance with the provisions of Rule 428. Upon request, the Registrant will furnish to the Commission or its staff a copy of any or all of the documents included in such file. ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT The following documents filed with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the Exchange Act ) are incorporated herein by reference and shall be deemed to be a part hereof (except for any portions of Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 thereof and any corresponding exhibits thereto not filed with the Commission): (1) The Registrant s Current Report on Form 8-K filed with the Commission on September 1, 2017;

4 (2) DuPont s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as filed with the Commission on February 2, 2017; (3) DuPont s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, as filed with the Commission on April 25, 2017 and DuPont s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, as filed with the Commission on July 25, 2017; (4) DuPont s Current Reports on Form 8-K filed with the Commission on February 13, 2017, March 31, 2017, May 2, 2017, May 25, 2017, August 4, 2017, August 25, 2017 and September 1, 2017; (5) The DuPont Retirement Savings Plan Annual Report on Form 11-K for the fiscal year ended December 31, 2016, as filed with the Commission on June 13, 2017; (6) Dow s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as filed with the Commission on February 9, 2017; (7) Dow s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, as filed with the Commission on April 27, 2017 and Dow s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, as filed with the Commission on July 27, 2017; (8) Dow s Current Reports on Form 8-K filed with the Commission on January 6, 2017, March 31, 2017, May 15, 2017, July 13, 2017, August 4, 2017 and September 1, 2017; (9) The Dow Chemical Company Employees Savings Plan Annual Report on Form 11-K for the fiscal year ended December 31, 2016, as filed with the Commission on June 26, 2017; and (10) The description of the Registrant s Common Stock, which is contained in its Registration Statement on Form S-4, as amended (Reg. No ), under the heading Description of DowDuPont Capital Stock, including any amendments or reports filed for purposes of updating such description. All documents that the Registrant, The DuPont Retirement Savings Plan and The Dow Chemical Company Employees Savings Plan file pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the effective date of this Registration Statement (except for any portions of the Registrant s Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 thereof and any corresponding exhibits thereto not filed with Commission), but prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document which is incorporated by reference in this Registration Statement will be deemed modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or incorporated by reference in this Registration Statement or in any document that the Registrant, The DuPont Retirement Savings Plan or The Dow Chemical Company Employees Savings Plan files after the date of this Registration Statement that also is incorporated by reference in this Registration Statement modifies or supersedes the prior statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Subject to the foregoing, all information appearing in this Registration Statement is qualified in its entirety by the information appearing in the documents incorporated by reference in this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. The Registrant s Common Stock is registered under Section 12(b) of the Exchange Act.

5 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The validity of the issuance of the Registrant s Common Stock offered hereby has been passed on by Stacy L. Fox, Esq., General Counsel and Secretary of the Registrant. As of the effective time of the Mergers, Ms. Fox beneficially owned 78,916 shares of Common Stock, including 75,236 shares of which she has the right to acquire beneficial ownership within 60 days under the Registrant s compensation plans. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law ( DGCL ) empowers a Delaware corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person s conduct was unlawful. A Delaware corporation may indemnify directors, officers, employees and other agents of such corporation in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the person to be indemnified has been adjudged to be liable to the corporation. Where a director, officer, employee or agent of the corporation is successful on the merits or otherwise in the defense of any action, suit or proceeding referred to above or in defense of any claim, issue or matter therein, the corporation must indemnify such person against the expenses (including attorneys fees) which he or she actually and reasonably incurred in connection therewith. The Registrant s Amended and Restated Certificate of Incorporation, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference, and Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.2 hereto and incorporated herein by reference, contain provisions that provide for the indemnification of officers and directors to the fullest extent as is permitted by the laws of the State of Delaware, as may be amended from time to time. As permitted by Section 102(b)(7) of the DGCL, the Registrant s Amended and Restated Certificate of Incorporation contains a provision eliminating the personal liability of its directors to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by the DGCL, as may be amended from time to time. Under the Merger Agreement, the Registrant has agreed that, from and after the effective time of the Mergers, it will indemnify and hold harmless each individual who is as of the date of the Merger Agreement, or who becomes prior to the effective time of the Mergers, a director or officer of Dow or DuPont, as applicable, or any of their respective subsidiaries, and each person who was, as of the date of the Merger Agreement or who thereafter commences prior to the effective time of the Mergers, serving as a director or officer of another person at the request of Dow or DuPont, as applicable, or any of their respective subsidiaries, each of which we refer to as an indemnified party, against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the effective time of the Mergers (including the Merger Agreement and the transactions and actions contemplated thereby)), arising out of or pertaining to the fact that such indemnified party is or was an officer or director of Dow or DuPont, as applicable, or any of their respective subsidiaries or is or was serving at the request of Dow or DuPont, as applicable, or any of their respective subsidiaries, as a director or officer of another person or in respect of any acts or omissions in their capacities as such directors or officers occurring prior to the effective time of the Mergers, whether asserted or claimed prior to, at or after the effective time of the Mergers, in each case to the same extent as such indemnified parties were indemnified as of the date of the Merger Agreement by Dow pursuant to Dow s Certificate of Incorporation, as amended, Dow s Bylaws, as amended, or the governing or organizational documents of any subsidiary of Dow, or by DuPont pursuant to DuPont s Restated Certificate of Incorporation, DuPont s Bylaws, as amended, or the governing organizational documents of any subsidiary of DuPont, as applicable, or any indemnification agreements in existence as of the date of the Merger Agreement.

6 Under the Merger Agreement, the Registrant has also agreed to maintain for six years following the effective time of the Mergers either the current policies of directors and officers liability insurance and fiduciary liability insurance currently maintained by each of Dow and DuPont and any of their subsidiaries or provide substitute policies for not less than the existing coverage and having other terms not less favorable to the insured persons arising from facts or events that occurred before the effective time of the Mergers, except that in no event will the annual cost to the Registrant for maintaining such policies exceed 300% of the annual premium paid by Dow or DuPont, as applicable, referred to as the maximum amounts, for any one year policy. If the Registrant cannot obtain such insurance, it will obtain as much comparable insurance as possible for the years within such six-year period for an annual premium equal to the maximum amount. Each of Dow and DuPont may obtain a six-year tail policy under such party s existing directors and officers insurance policy providing equivalent coverage in lieu of the foregoing, in each case for a cost not to exceed the applicable maximum amount. ITEM 7. Not applicable. EXEMPTION FROM REGISTRATION CLAIMED. ITEM 8. EXHIBITS. For the list of exhibits, see the Exhibit Index to this Registration Statement, which is incorporated in this item by reference. ITEM 9. UNDERTAKINGS. (a) The Registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act, as amended, which we refer to as the Securities Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement (notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective Registration Statement); and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bonafide offering thereof. (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where

7 applicable, each filing of an employee benefit plan s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bonafideoffering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. (d) The undersigned Registrant hereby undertakes that it will submit or has submitted the employee benefit plans subject to this Registration Statement and any amendments thereto to the Internal Revenue Service (the IRS ) in a timely manner and will make all changes required by the IRS to qualify the plans.

8 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city and state as set forth below, on September 1, DOWDUPONT INC. By: /s/ Jeanmarie F. Desmond Name: Jeanmarie F. Desmond Title: Co-Controller City: Wilmington State: Delaware By: /s/ Ronald C. Edmonds Name: Ronald C. Edmonds Title: Co-Controller City: Midland State: Michigan

9 POWER OF ATTORNEY BE IT KNOWN BY THESE PRESENTS: That each person whose name is signed hereto has made, constituted and appointed, and does hereby make, constitute and appoint Edward D. Breen, Howard I. Ungerleider and Stacy L. Fox his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution for him or her and his or her name, place and stead, in any and all capacities to sign the Registration Statement on Form S-8 and any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and the other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorney-in-fact or his substitutes, each acting alone, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ Edward D. Breen Edward D. Breen /s/ Howard I. Ungerleider Howard I. Ungerleider /s/ Jeanmarie F. Desmond Jeanmarie F. Desmond /s/ Ronald C. Edmonds Ronald C. Edmonds /s/ Andrew N. Liveris Andrew N. Liveris Chief Executive Officer and Director (Principal Executive Officer) Chief Financial Officer (Principal Financial Officer) Co-Controller (Co-Principal Accounting Officer) Co-Controller (Co-Principal Accounting Officer) Executive Chairman of the Board of Directors September 1, 2017 September 1, 2017 September 1, 2017 September 1, 2017 September 1, 2017 /s/ Lamberto Andreotti Lamberto Andreotti /s/ James A. Bell James A. Bell /s/ Robert A. Brown Robert A. Brown /s/ Alexander M. Cutler Alexander M. Cutler /s/ Jeff M. Fettig Jeff M. Fettig /s/ Marillyn A. Hewson Marillyn A. Hewson /s/ Lois D. Juliber Lois D. Juliber Director September 1, 2017 Director September 1, 2017 Director September 1, 2017 Director September 1, 2017 Director September 1, 2017 Director September 1, 2017 Director September 1, 2017

10 Signature Title Date /s/ Raymond J. Milchovich Raymond J. Milchovich /s/ Paul Polman Paul Polman /s/ Dennis H. Reilley Dennis H. Reilley /s/ James M. Ringler James M. Ringler /s/ Ruth G. Shaw Ruth G. Shaw /s/ Lee M. Thomas Lee M. Thomas /s/ Patrick J. Ward Patrick J. Ward Director September 1, 2017 Director September 1, 2017 Director September 1, 2017 Director September 1, 2017 Director September 1, 2017 Director September 1, 2017 Director September 1, 2017

11 PLAN SIGNATURES Pursuant to the requirements of the Securities Act of 1933, The DuPont Retirement Savings Plan trustee or other persons who administer the employee benefit plan have duly caused this registration statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Wilmington, State of Delaware on September 1, THE DUPONT RETIREMENT SAVINGS PLAN By: /s/ Mark S. Durkovic Name: Mark S. Durkovic Title: Plan Administrator

12 EXHIBIT INDEX Exhibit Number Description of Exhibit 3.1 Amended and Restated Certificate of Incorporation of DowDuPont Inc. (incorporated by reference from Exhibit 3.1 to the Registrant s Current Report on Form 8-K filed on September 1, 2017). 3.2 Amended and Restated Bylaws of DowDuPont Inc. (incorporated by reference from Exhibit 3.2 to the Registrant s Current Report on Form 8-K filed on September 1, 2017). 4.1* E. I. du Pont de Nemours and Company Equity and Incentive Plan. 4.2* E. I. du Pont de Nemours and Company Stock Performance Plan. 4.3* E. I. du Pont de Nemours and Company Management Deferred Compensation Plan. 4.4* E. I. du Pont de Nemours and Company Stock Accumulation and Deferred Compensation Plan for Directors. 5.1* Opinion of Stacy L. Fox. 5.2* ERISA Qualification Undertaking (in respect of The DuPont Retirement Savings Plan) (contained in Item 9(d)). 23.1* Consent of PricewaterhouseCoopers, LLP, independent registered public accounting firm for E. I. du Pont de Nemours and Company. 23.2* Consent of Deloitte & Touche LLP, independent registered public accounting firm for The Dow Chemical Company. 23.3* Consent of Ankura Consulting Group, LLC. 23.4* Consent of Plante & Moran, PLLC. 23.5* Consent of Stacy L. Fox (contained in Exhibit 5.1 to this Registration Statement). 24 Powers of Attorney (included as part of the signature page hereto). * Filed herewith.

13 Exhibit 4.1 E. I. du Pont de Nemours and Company Equity and Incentive Plan Adopted: March 2, 2011 Shareholder Approval: April 27, 2011 Expiration Date: March 1, 2021 As Last Amended Effective: August 31, 2017

14 TABLE OF CONTENTS Section Page 1. PURPOSE; TYPES OF AWARDS; CONSTRUCTION DEFINITIONS ADMINISTRATION ELIGIBILITY STOCK SUBJECT TO THE PLAN SPECIFIC TERMS OF AWARDS CHANGE IN CONTROL PROVISIONS GENERAL PROVISIONS. 13 2

15 1. PURPOSE; TYPES OF AWARDS; CONSTRUCTION. E. I. du Pont de Nemours and Company Equity and Incentive Plan The purposes of the Equity and Incentive Plan of E. I. du Pont de Nemours and Company are to attract, motivate and retain (a) employees of the Company and any Subsidiary and Affiliate, (b) independent contractors who provide significant services to the Company, any Subsidiary or Affiliate and (c) nonemployee directors of the Company, any Subsidiary or any Affiliate. The Plan is also designed to encourage stock ownership by such persons, thereby aligning their interest with those of the Company s stockholders and to permit the payment of compensation that qualifies as performance-based compensation under Section 162(m) of the Code. Pursuant to the provisions hereof, there may be granted stock options (including incentive stock options and nonqualified stock options ), and other stock-based awards, including but not limited to restricted stock, restricted stock units, dividend equivalents, performance units, Stock Appreciation Rights (payable in cash or shares) and other long-term stock-based or cash-based Awards. Notwithstanding any provision of the Plan, to the extent that any Award would be subject to Section 409A of the Code, no such Award may be granted if it would fail to comply with the requirements set forth in Section 409A of the Code and any regulations or guidance promulgated thereunder. Effective as of the Closing Date (as that term is defined in that certain Agreement and Plan of Merger, dated as of December 11, 2015 (as it may be amended from time to time, the Merger Agreement ), by and among DowDuPont Inc. (f/k/a Diamond-Orion HoldCo, Inc. ( DWDP )), The Dow Chemical Company ( Dow ), Diamond Merger Sub, Inc., E. I. du Pont de Nemours and Company ( DuPont ) and Orion Merger Sub, Inc.), DuPont became a subsidiary of DWDP (the Merger ), and, to the extent applicable under the terms of this Plan, the Merger constituted a Change in Control for purposes of this Plan. Accordingly, as of the Closing Date, to the extent applicable in respect of this Plan: (i) any amounts under the Plan that otherwise would have been denominated in the common stock of DuPont shall be deemed denominated in shares of common stock of DWDP, subject to and in accordance with the applicable terms of the Merger Agreement; (ii) the conditions to participation in the Plan shall not be changed from those in effect immediately before the Closing Date (such that, among other things, only those service providers of DuPont or its subsidiaries (and not any service providers of Dow or its subsidiaries in their capacity as such) shall be eligible to participate in the Plan); (iii) the terms and conditions of the administration of the Plan shall not be changed from those in effect immediately before the Closing Date (or as previously may have been provided by DuPont to be effective as of or following the Closing Date) except that, in any event, in respect of participation by directors or executive officers of DWDP, the Plan shall be administered by the Compensation Committee of the Board of Directors of DWDP to the extent required to comply with the requirements of applicable law or any exchange on which the capital stock of DWDP may be listed; and (iv) the Plan otherwise shall be administered and interpreted to (A) conform to the terms and conditions of the Merger Agreement and further the intended effects of the Merger and (B) not result in the imposition of any tax under Section 409A of the Internal Revenue Code of 1986, as amended. 2. DEFINITIONS. For purposes of the Plan, the following terms shall be defined as set forth below: (a) (b) (c) (d) (e) (f) Affiliate means an affiliate of the Company, as defined in Rule 12b-2 promulgated under Section 12 of the Exchange Act. Award means individually or collectively, a grant under the Plan of Options, Restricted Stock, Restricted Stock Units or Other Stock-Based Awards or Other Cash-Based Awards. Award Terms means any written agreement, contract, or other instrument or document evidencing an Award. Beneficial Owner shall have the meaning set forth in Rule 13d-3 under the Exchange Act. Board means the Board of Directors of the Company. Cause shall have the meaning set forth in the Grantee s employment or other agreement with the Company, any Subsidiary or any Affiliate, if any, provided that if the Grantee is not a party to any such employment or other agreement or such employment or other agreement does not contain a definition of Cause, then Cause shall mean (i) the willful and continued failure of the Grantee to perform substantially the Grantee s duties with the Company or any Subsidiary or Affiliate (other than any such failure resulting 3

16 from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Grantee by the employing Company, Subsidiary or Affiliate that specifically identifies the alleged manner in which the Grantee has not substantially performed the Grantee s duties, or (ii) the willful engaging by the Grantee in illegal conduct or misconduct that is injurious to the Company or any Subsidiary or Affiliate, including without limitation any breach of the Company s Code of Business Conduct or other applicable ethics policy. (g) (h) (i) (j) (k) (l) (m) (n) (o) (p) (q) (r) (s) (t) (u) Change in Control shall have the meaning set forth in Section 7(b) hereof. Code means the Internal Revenue Code of 1986, as amended from time to time. Committee means the Compensation Committee of the Board. Unless otherwise determined by the Board, the Committee shall be comprised solely of directors who are (a) nonemployee directors under Rule 16b-3 of the Exchange Act, (b) outside directors under Section 162(m) of the Code and (c) independent directors pursuant to New York Stock Exchange requirements. Company means E. I. du Pont de Nemours and Company, a corporation organized under the laws of the State of Delaware, or any successor corporation. Covered Employee shall have the meaning set forth in Section 162(m)(3) of the Code. Disability means that a Grantee is considered to be disabled within the meaning of the applicable Company benefit plan. Effective Date means the date that the Plan was adopted by the Board. Exchange Act means the Securities Exchange Act of 1934, as amended from time to time, and as now or hereafter construed, interpreted and applied by regulations, rulings and cases. Excise Tax shall have the meaning set forth in Section 7(d) hereof. Fair Market Value means, with respect to Stock or other property, the fair market value of such Stock or other property determined by such methods or procedures as shall be established from time to time by the Committee. Unless otherwise determined by the Committee in good faith, the per share Fair Market Value of Stock as of a particular date shall mean, (i) the closing sales price per share of Stock on the national securities exchange on which the Stock is principally traded, for the date of grant, or (ii) if the shares of Stock are then traded in an over-the-counter market, the average of the closing bid and asked prices for the shares of Stock in such over-the-counter market for the last preceding date on which there was a sale of such Stock in such market, or if the shares of Stock are not then listed on a national securities exchange or traded in an over-the-counter market, such value as the Committee, in its sole discretion, shall determine in good faith. Full Value Award means any Award, other than an Option or Stock Appreciation Right, which Award is settled in Stock. Good Reason means (i) a material diminution in the Grantee s base compensation, (ii) a material diminution in the Grantee s authority, duties, or responsibilities, or (iii) a material change in the geographic location at which the Grantee must perform his/her services for the Company. Grantee means a person who, as an employee of or independent contractor or nonemployee director with respect to the Company, a Subsidiary or an Affiliate, has been granted an Award under the Plan. ISO means any Option intended to be and designated as an incentive stock option within the meaning of Section 422 of the Code. NQSO means any Option that is designated as a nonqualified stock option. 4

17 (v) Option means a right, granted to a Grantee under Section 6(b)(i), to purchase shares of Stock. An Option may be either an ISO or an NQSO. (w) (x) (y) (z) Other Cash-Based Award means an Award granted to a Grantee under Section 6(b)(iv) hereof, including cash awarded as a bonus or upon the attainment of Performance Goals or otherwise as permitted under the Plan. Other Stock-Based Award means an Award granted to a Grantee pursuant to Section 6(b)(iv) (and to the extent applicable Section 6(b)(i)) hereof, that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Stock including but not limited to performance units, Stock Appreciation Rights (payable in cash or shares) or dividend equivalents, each of which may be subject to the attainment of Performance Goals or a period of continued employment or other terms and conditions as permitted under the Plan. Performance Goals means performance goals based on one or more of the following criteria: (i) earnings including operating income, earnings before or after taxes, earnings before or after interest, depreciation, amortization, or extraordinary or special items or book value per share (which may exclude nonrecurring items); (ii) pre-tax income or after-tax income; (iii) earnings per common share (basic or diluted); (iv) operating profit; (v) revenue, revenue growth or rate of revenue growth; (vi) return on assets (gross or net), return on investment, return on capital, or return on equity; (vii) returns on sales or revenues; (viii) operating expenses; (ix) stock price appreciation; (x) cash flow, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital; (xi) implementation or completion of critical projects or processes; (xii) economic value created; (xiii) cumulative earnings per share growth; (xiv) operating margin or profit margin; (xv) common stock price or total stockholder return; (xvi) cost targets, reductions and savings, productivity and efficiencies; (xvii) strategic business criteria, consisting of one or more objectives based on meeting specified market penetration, geographic business expansion, customer satisfaction, employee satisfaction, human resources management, supervision of litigation, information technology, and goals relating to acquisitions, divestitures, joint ventures and similar transactions, and budget comparisons; (xviii) personal professional objectives, including any of the foregoing performance goals, the implementation of policies and plans, the negotiation of transactions, the development of long-term business goals, formation of joint ventures, research or development collaborations, and the completion of other corporate transactions; and (xix) any combination of, or a specified increase in, any of the foregoing. Where applicable, the Performance Goals may be expressed in terms of attaining a specified level of the particular criteria or the attainment of a percentage increase or decrease in the particular criteria, and may be applied to one or more of the Company, a Subsidiary or Affiliate, or a division or strategic business unit of the Company, or may be applied to the performance of the Company relative to a market index, a group of other companies or a combination thereof, all as determined by the Committee. The Performance Goals may include a threshold level of performance below which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be made (or specified vesting will occur), and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur). Each of the foregoing Performance Goals shall be determined in accordance with generally accepted accounting principles, if applicable, and shall be subject to certification by the Committee; provided that, to the extent an Award is intended to satisfy the performance-based compensation exception to the limits of Section 162(m) of the Code and then to the extent consistent with such exception, the Committee shall have the authority to make equitable adjustments to the Performance Goals in recognition of unusual or non-recurring events affecting the Company or any Subsidiary or Affiliate or the financial statements of the Company or any Subsidiary or Affiliate, in response to changes in applicable laws or regulations, or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles. Person shall have the meaning set forth in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof and the rules thereunder, except that such term shall not include (1) the Company or any Subsidiary corporation, (2) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary corporation, (3) an underwriter temporarily holding securities pursuant to an offering of such securities, or (4) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company. 5

18 (aa) Plan means this E. I. du Pont de Nemours and Company Equity and Incentive Plan, as amended from time to time. (bb) (cc) (dd) (ee) (ff) (gg) (hh) (ii) Plan Year means a calendar year. Restricted Stock means an Award of shares of Stock to a Grantee under Section 6(b)(ii) that may be subject to certain restrictions and to a risk of forfeiture. Restricted Stock Unit means a right granted to a Grantee under Section 6(b)(iii) of the Plan to receive Stock or cash at the end of a specified period, which right may be subject to the attainment of Performance Goals in a period of continued employment or other terms and conditions as permitted under the Plan. Rule 16b-3 means Rule 16b-3, as from time to time in effect promulgated by the Securities and Exchange Commission under Section 16 of the Exchange Act, including any successor to such Rule. Stock means shares of common stock, par value $0.30 per share, of the Company. Stock Appreciation Right or SAR means an Other Stock-Based Award, payable in cash or stock, that entitles a Grantee upon exercise to the excess of the Fair Market Value of the Stock underlying the Award over the base price established in respect of such Stock. Subsidiary means any corporation in an unbroken chain of corporations beginning with the Company if, at the time of granting of an Award, each of the corporations (other than the last corporation in the unbroken chain) owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in the chain. Total Payments shall have the meaning set forth in Section 7(d) hereof. 3. ADMINISTRATION. (a) (b) The Plan shall be administered by the Committee or, at the discretion of the Board, the Board, provided that any Award to the Chairman of the Board shall be subject to ratification by the Board. In the event the Board is the administrator of the Plan, references herein to the Committee shall be deemed to include the Board. The Board may from time to time appoint a member or members of the Committee in substitution for or in addition to the member or members then in office and may fill vacancies on the Committee however caused. The Committee shall choose one of its members as chairman and shall hold meetings at such times and places as it shall deem advisable. A majority of the members of the Committee shall constitute a quorum and any action may be taken by a majority of those present and voting at any meeting. The Board or the Committee may delegate to the Board s Special Stock Performance Committee or any successor thereto the ability to grant Awards to employees who are not subject to potential liability under Section 16(b) of the 1934 Act with respect to transactions involving equity securities of the Company at the time any such delegated authority is exercised. Subject to the provisions of applicable law the Board may also delegate to one or more officers, acting alone or together with one or more members of the Board, authority to grant awards to such employees, subject, however, to prescribed limits set forth in the resolution of the Board delegating such authority. The decision of the Committee as to all questions of interpretation and application of the Plan shall be final, binding and conclusive on all persons. The Committee shall have the authority in its discretion, subject to and not inconsistent with the express provisions of the Plan, to administer the Plan and to exercise all the power and authority either specifically granted to it under the Plan or necessary or advisable in the administration of the Plan, including without limitation, the authority to grant Awards, to determine the persons to whom and the time or times at which Awards shall be granted, to determine the type and number of Awards to be granted, the number of shares of Stock to which an Award may relate and the terms, conditions, restrictions and Performance Goals relating to any Award; to determine Performance Goals no later than such time as is required to ensure that an underlying Award which is intended to comply with the 6

19 requirements of Section 162(m) of the Code so complies; to determine whether, to what extent, and under what circumstances an Award may be settled, canceled, forfeited, accelerated, exchanged, or surrendered (provided that, unless approved by the Company s stockholders, no Award shall be settled, canceled, forfeited, exchanged or surrendered in exchange or otherwise in consideration for a new Award with a value in excess of the value of such settled, canceled, forfeited, exchanged or surrendered Award); to make adjustments in the terms and conditions (including Performance Goals) applicable to Awards; to construe and interpret the Plan and any Award; to prescribe, amend and rescind rules and regulations relating to the Plan; to determine the terms and provisions of the Award Terms (which need not be identical for each Grantee); and to make all other determinations deemed necessary or advisable for the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Award Terms granted hereunder in the manner and to the extent it shall deem expedient to carry the Plan into effect and shall be the sole and final judge of such expediency. No Committee member (or member of the Management Committee) shall be liable for any action or determination made with respect to the Plan or any Award. 4. ELIGIBILITY. (a) (b) Awards may be granted to officers, independent contractors, employees and nonemployee directors of the Company or of any of its Subsidiaries and Affiliates; provided, that ISOs shall be granted only to employees (including officers and directors who are also employees) of the Company, its parent or any of its Subsidiaries. No ISO shall be granted to any employee of the Company, its parent or any of its Subsidiaries if such employee owns, immediately prior to the grant of the ISO, stock representing more than 10% of the voting power or more than 10% of the value of all classes of stock of the Company or a parent or a Subsidiary, unless the purchase price for the stock under such ISO shall be at least 110% of its Fair Market Value at the time such ISO is granted and the ISO, by its terms, shall not be exercisable more than five years from the date it is granted. In determining the stock ownership under this paragraph, the provisions of Section 424(d) of the Code shall be controlling. 5. STOCK SUBJECT TO THE PLAN. (a) The maximum number of shares of Stock reserved for the grant or settlement of Awards under the Plan (the Share Limit ) shall be 110,000,000 and shall be subject to adjustment as provided herein; provided that each share in excess of 30,000,000 issued under the Plan pursuant to a Full Value Award shall be counted against the foregoing Share Limit as four and one-half shares for every one share actually issued in connection with such Award. (For example, if 32,000,000 shares of Restricted Stock are granted under this Plan, 39,000,000 shall be charged against the Share Limit in connection with that Award.) The aggregate number of shares of Stock made subject to Awards granted during any fiscal year to any single individual shall not exceed 3,000,000. Determinations made in respect of the limitation set forth in the preceding sentence shall be made in a manner consistent with Section 162(m) of the Code. Such shares may, in whole or in part, be authorized but unissued shares or shares that shall have been or may be reacquired by the Company in the open market, in private transactions or otherwise. If any shares subject to an Award are forfeited, canceled, exchanged or surrendered or if an Award otherwise terminates or expires without a distribution of shares to the Grantee, the shares of stock with respect to such Award shall, to the extent of any such forfeiture, cancellation, exchange, surrender, termination or expiration, again be available for Awards under the Plan. Notwithstanding the foregoing, shares of Stock that are exchanged by a Grantee or withheld by the Company as full or partial payment in connection with any Award under the Plan, as well as any shares of Stock exchanged by a Grantee or withheld by the Company or any Subsidiary to satisfy the tax withholding obligations related to any Award under the Plan, shall not be available for subsequent Awards under the Plan. Upon the exercise of any Award granted in tandem with any other Awards, such related Awards shall be canceled to the extent of the number of shares of Stock as to which the Award is exercised and, notwithstanding the foregoing, such number of shares shall no longer be available for Awards under the Plan. Upon the exercise of a SAR, the total number of shares subject to such SAR shall not again be available for Awards under the Plan. (b) The aggregate value of all Awards that may be granted during any fiscal year to an individual nonemployee director may not exceed (i) $500,000 in value (such value computed as of the date of grant in accordance with applicable financial accounting rules), plus (ii) an additional $500,000 in value for one-time Awards to a newly appointed or elected nonemployee director. 7