March 14, 2006
Harris N.A.
111 West Monroe, LLE
Chicago, IL 60603
Attention: Jim Fox, Trust Operations
Illinois Stock Transfer Company
209 West Jackson Boulevard
Chicago, Illinois 60606
Attention: Bob Pearson, Trust Operations
Re: Notice of Removal of Rights Agent and Appointment of Successor
Rights Agent and Amendment No. 3 to the Rights Agreement (this "Notice
and Amendment")
Ladies and Gentlemen:
1. Pursuant to Section 21 of the Rights Agreement, dated as of August 13,
1996 (as previously amended, the "Rights Agreement") between Delta and
Pine Land Company (the "Company") and Harris N.A., successor to Harris
Trust and Savings Bank (the "Rights Agent"), the Company hereby
provides notice of the Rights Agent's removal as rights agent pursuant
to the Rights Agreement, which removal shall be effective as of March
14, 2006, and the Rights Agent hereby accepts and agrees to such
removal, effective as of March 14, 2006, and waives the time periods,
notice and other requirements for removal of the Rights Agent pursuant
to the Rights Agreement by its countersignature to this Amendment No. 3
to Rights Agreement in the space provided below.
2. Pursuant to Section 21 of the Rights Agreement, the Company hereby
appoints Illinois Stock Transfer Company ("IST") as successor to the
Rights Agent, as rights agent to act as agent for the Company and the
holders of Rights (as defined in the Rights Agreement) (who, in
accordance with Section 3 of the Rights Agreement will also be, prior
to the Distribution Date (as defined in the Rights Agreement) the
holders of Common Shares (as defined in the Rights Agreement)) in
accordance with the terms and conditions of the Rights Agreement, which
appointment will be effective as of March 14, 2006, and IST hereby
accepts such appointment, also effective as of March 14, 2006, and
agrees that it complies with the requirements of the New York Stock
Exchange governing transfer agents and registrars, by its
countersignature to this Amendment No. 3 to Rights Agreement in the
space provided below.
3. Pursuant to Section 27 of the Rights Agreement, the Company, by
resolution adopted by its Directors, and the Rights Agent hereby amend
the Rights Agreement as follows, and IST agrees to be bound thereby:
(a) The Company and IST agree that the address and contact information set
forth above for IST will be the information for IST for purposes of
Section 26 of the Rights Agreement.
(b) The Rights Agreement shall not otherwise be supplemented or amended by
virtue of this Notice and Amendment, but shall remain in full force and
effect.
(c) This Notice and Amendment will be deemed to be a contract made under
the internal substantive laws of the State of Delaware and for all
purposes will be governed by and construed in accordance with the
internal substantive laws of such State applicable to contracts to be
made and performed entirely within such State.
(d) This Notice and Amendment may be executed in any number of counterparts
and each of such counterparts will for all purposes be deemed to be an
original, and all such counterparts will together constitute but one
and the same instrument.
(e) All exhibits to the Rights Agreement shall be deemed amended in a
manner consistent with this Notice and Amendment.
Very truly yours,
DELTA AND PINE LAND COMPANY
By: /s/ W. Thomas Jagodinski
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W. Thomas Jagodinski
President and Chief Executive Officer
Accepted and agreed to as of the date first Accepted and agreed to as of the date
written above: first written above:
ILLINOIS STOCK TRANSFER HARRIS N.A. (successor to Harris Trust
COMPANY, as successor Rights Agent and Savings Bank), as former Rights Agent
By: /s/ Robert G. Pearson By: /s/ Martin J. McHale
-------------------------------- -------------------------------
Name: Robert G. Pearson Name: Martin J. McHale
Title: President & CEO Title: VP