[ON D&PL LETTERHEAD WITH LOGO]
TO: Participants in the Delta and Pine Land Company Savings Plan (the "Plan" or
401(k))
FROM: Delta and Pine Land Company, Plan Administrator
DATE: May 29, 2007 - Updated notice
RE: Sale of the Delta and Pine Land Company Stock in the D&PL Unitized Company
Stock Fund
As you know, Monsanto Company and Delta and Pine Land Company ("D&PL") have
entered into an agreement whereby Monsanto will acquire D&PL, pending certain
governmental approvals. We are working towards completing the acquisition as
quickly as possible, but because we do not control the timing of the applicable
governmental approvals, we cannot be sure when the transaction will be
completed.
This is an updated notice of the earlier memo sent in March concerning how the
acquisition will impact your account in the Delta and Pine Land Company Savings
Plan ("D&PL Savings Plan") if you have any portion of your Plan account invested
in the Plan's D&PL Unitized Company Stock Fund on the date the acquisition is
completed.
The Plan holds D&PL stock in the Unitized Company Stock Fund. Starting with the
closing of the acquisition, the following events are anticipated to occur:
o Once the acquisition is completed, you will no longer be able to transfer
money from another fund into the D&PL Unitized Company Stock Fund.
o In connection with the acquisition, Monsanto will pay $42.00 per share to
holders of D&PL stock.
o Wells Fargo Bank, N.A., the Trustee for the Plan, will receive the cash
proceeds for the shares of D&PL stock held by the Plan.
o The cash proceeds will then be invested in the Wells Fargo Short Term
Investment Fund G, the current cash component of the D&PL Unitized Company
Stock Fund.
o Beginning with the date the acquisition is completed, a brief quiet
period known as a "blackout period" of 2 to 5 business days may be
necessary in order for customary accounting reconciliations and other
recordkeeping to be completed. During this time, you will not be able to
transfer money to or from the D&PL Unitized Company Stock Fund, or obtain a
distribution from the D&PL Unitized Company Stock Fund.
Memo re: D&PL Savings Plan
May 29, 2007 - Updated Notice
Page Two
Note: This quiet period does not apply to any other investment funds within
the D&PL Savings Plan.
o When the blackout period is over, you will be able to transfer your money
out of the Wells Fargo Short Term Investment Fund G. We strongly encourage
you to consider diversifying the cash proceeds at that time to other
investment options within the D&PL Savings Plan that have risk and return
characteristics appropriate to your financial situation.
o Once the acquisition is completed, if you have elected to have all or a
portion of your current contributions to the Plan invested in the D&PL
Unitized Company Stock Fund, we strongly encourage you to change your
investment election for future contributions at that time as any
contributions designated for the Stock Fund made after the date of the
acquisition will be invested in the Wells Fargo Short Term Investment Fund
G.
Until the acquisition is completed, you may make transfers to and from the D&PL
Unitized Company Stock Fund without restriction in accordance with the terms of
the Plan.
Please refer to the attached Important Notice Concerning Your Rights Under the
Delta and Pine Land Savings Plan for more detailed information regarding these
and other limitations.
We will notify you of the date the acquisition will be completed and the date
the blackout period will begin, once that information is finalized. Meanwhile,
if you have any questions concerning this Important Notice, please contact
Catherine Walker, HR Compensation and Benefits Manager, ext. 130 in Scott; Ann
Shackelford, Vice President, Corporate Services, ext. 514 in Scott; or Kenny
Avery, Chief Financial Officer, ext. 775 in Scott.
For more complete information about the Wells Fargo Short Term Investment Fund,
obtain a current disclosure statement by visiting
http://wellsfargoadvantagefunds.com by entering your keyword: collective or
calling the Benefits Helpline at (888) 245-9798.
IMPORTANT NOTICE CONCERNING YOUR RIGHTS
UNDER THE DELTA AND PINE LAND COMPANY SAVINGS PLAN
May 29, 2007
1. If the acquisition of Delta and Pine Land Company ("D&PL") by Monsanto
Company ("Monsanto") is completed, Monsanto will be the sole shareholder of
D&PL. Holders of D&PL stock, including the Delta and Pine Land Company
Savings Plan (the "Plan"), will receive cash in exchange for their stock at
the effective time of the merger. Wells Fargo, as the trustee for the Plan,
will invest the cash proceeds from the exchange of shares in the Plan's
Company unitized stock fund (the "Fund") in its short term cash fund.
2. As a result of this change, you temporarily will be unable to direct or
diversify investments currently held in the Fund. This period, during which
you will be unable to exercise these rights otherwise available under the
Plan, is called a "blackout period." Whether or not you are planning
retirement in the near future, we encourage you to carefully consider how
this blackout period may affect your retirement planning, as well as your
overall financial plan.
3. The blackout period for the Fund is expected to begin at the effective
time of the merger and to end five business days thereafter. Because we
cannot predict the exact timing of the merger, we will keep you informed
regarding the timing of the merger and you will be able to determine
whether the blackout period has started or ended by accessing
https://www.wellsfargo.com/retirementplan or the following toll-free number
(888) 245-9798.
4. During the blackout period you will be unable to direct or diversify the
assets held in the Fund. You will continue to be able to direct or
diversify the assets held in all other investment funds under the Plan,
except that you cannot direct such assets into the Fund. For this reason,
it is very important that you review and consider the appropriateness of
your current investments in light of your inability to direct or diversify
those investments in the Fund during the blackout period. For your
long-term retirement security, you should give careful consideration to the
importance of a well-balanced and diversified investment portfolio, taking
into account all your assets, income and investments.
5. Federal law generally requires that you be furnished notice of a
blackout period at least 30 days in advance of the last date on which you
could exercise your affected rights immediately before the commencement of
any blackout period in order to provide you with sufficient time to
consider the effect of the blackout period on your retirement and financial
plans. The blackout period will commence with the effective time of the
merger between D&PL and Monsanto. We are working toward completing the
merger as quickly as possible, but we cannot predict the exact timing. We
expect to complete the merger after satisfaction or waiver of all
conditions to the merger. However, because we do not control the timing of
the applicable governmental approvals, we cannot be sure when, or whether,
the merger will occur. Given the uncertainty regarding the effective time
of the merger, this notice may not be provided to you at least 30 days in
advance of the blackout period.
6. If you have any questions concerning this notice, you should contact
Catherine Walker, D&PL HR Compensation and Benefits Manager, ext. 130 in
Scott; Ann Shackelford, D&PL VP, Corporate Services, ext. 514 in Scott; or
Kenny Avery, D&PL Chief Financial Officer, ext. 775 in Scott.
Delta and Pine Land Company P.O. Box 157 Scott, Mississippi 38772