Number SHARES
COMMON STOCK THIS CERTIFICATE IS
TRANSFERABLE IN THE CITIES
OF NEW YORK OR BOSTON
PAR VALUE
$1.00 PER SHARE CUSIP 723686 10 1
PIONEER HI-BRED INTERNATIONAL, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF IOWA
This Certifies that
S P E C I M E N See Reverse for Certain Definitions is the owner of
FULL PAID AND NON-ASSESSBLE SHARES OF THE COMMON STOCK OF
Pioneer Hi-Bred Pioneer Hi-Bred International,Inc.,transferable on
the books of the Corporation by the
International, Inc. holder hereof in person or by Attorney upon surrender
of this Certificate properly endorsed. This Seal
Corporate Certificate is not valid until countersigned by
the Transfer Agent and Registered by the Registrar.
Des Moines, Iowa Witness the seal of said Corporation and
the signatures of its duly authorized officers.
Dated:
/s/Charles S. Johnson COUNTERSIGNED AND REGISTERED:
Chairman, President and CEO BankBoston, N.A.
/s/Jerry L. Chicoine TRANSFER AGENT AND REGISTRAR,
Secretary BY: /s/Mary Penezic
AUTHORIZED SIGNATURE
This certificate also evidences and entitles the holder hereof to
certain rights as set forth in a Rights Agreement between Pioneer Hi-Bred
International, Inc. and the First National Bank of Boston (the "Rights
Agreement"), the terms of which are hereby incorporated herein by reference and
a copy of which is on file at the principal executive offices of Pioneer Hi-Bred
International, Inc. Under certain circumstances, as set forth in the Rights
Agreement, such Rights will be evidenced by separate certificates and will no
longer be evidenced by this certificate. Pioneer Hi-Bred International, Inc.
will mail to the holder of this certificate a copy of the Rights Agreement
without charge after receipt of a written request therefor from such holder.
Under certain circumstances set forth in the Rights Agreement, Rights issued to,
or held by, any Person who is, was or becomes an Acquiring Person or an
Affiliate or Associate thereof (as defined in the Amended and Restated Rights
Agreement) and certain related persons, whether currently held by or on behalf
of such Person or by any subsequent holder, may become null and void.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT Custodian
---------- --------------
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts to Minors
Act
----------------------
(State)
JT TEN - as joint tenants with right of
survivorship and not as tenants
in common
Additional abbreviations may also be used though not in the above
list
For value received, __________ hereby sell, assign and transfer unto PLEASE
INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- ------------------------------------------------------------------------ Shares
of the capital stock represented by the within Certificate and do hereby
irrevocably constitute and appoint__________________________________Attorney to
transfer the said stock on the books of the within named Corporation with full
power of substitution in the premises.
Dated ___________________________
------------------------------