AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT
This Amendment (the "Amendment"), dated as of May 8, 1998, is
entered into by and between Delta and Pine Land Company, a Delaware corporation
(the "Company"), and The Harris Trust and Savings Bank, an Illinois banking
corporation, as Rights Agent (the "Rights Agent"),
W I T N E S S E T H:
WHEREAS, the Company and the Rights Agent have entered into a
Rights Agreement, dated as of August 13, 1996 (the "Agreement");
WHEREAS, the Company wishes to amend the Agreement; and
WHEREAS, Section 27 of the Agreement provides, among other
things, that the Company may supplement or amend the Agreement without the
approval of any holders of Rights in order make any provisions with respect to
the Rights which the Company may deem necessary or desirable;
NOW, THEREFORE, the Company and the Rights Agent hereby amend
the Agreement as follows:
1. Capitalized terms used in this Amendment without definition
shall have the meanings given to them in the Agreement.
2. Section 1(a) of the Agreement (the definition of the term
"Acquiring Person") is amended to add the following sentence to the end thereof:
"Notwithstanding anything in this Agreement to the contrary,
neither Monsanto Company ("Buyer") nor any subsidiary of Buyer (any
such subsidiary being referred to herein as "Merger Sub") established
to effect the Merger (as defined herein) shall be deemed to be an
Acquiring Person as a result of the execution, delivery and performance
under, or consummation of any one or more transactions (each, a
"Permitted Event" and collectively, the "Permitted Events"),
contemplated by (i) the Agreement and Plan of Merger, dated as of May
8, 1998, as the same may be amended from time to time, by and between
Buyer and the Company (the "Merger Agreement"), pursuant to which the
Company will be merged (the "Merger") with and into Buyer, or (ii) the
Termination Option Agreement, dated as of May 8, 1998, as the same may
be amended from time to time, by and between Buyer and the Company (the
"Option Agreement")."
3. Section 1(l) of the Amendment (the definition of the term
"Shares Acquisition Date") is amended to add the following sentence at the end
thereof:
"Notwithstanding anything in this Agreement to the contrary,
the acquisition of beneficial ownership of Common Shares of the Company
pursuant to the Merger and the consummation of any one or more of the
Permitted Events shall not constitute or result in the occurrence of a
Shares Acquisition Date."
4. Section 3(a) of the Agreement is amended to add the
following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary,
the acquisition of beneficial ownership of Common Shares of the Company
pursuant to the Merger and the consummation of any one or more of the
Permitted Events shall not constitute or result in the occurrence of a
Distribution Date."
5. Section 7(a) of the Agreement is amended by (a) deleting
the word "or" prior to clause (iii) thereof, (b) substituting the word "or" for
the period at the end of the paragraph and (c) adding the following clause to
the end thereof:
"(iv) the time immediately prior to the Effective Time (as
such term is defined in the Merger Agreement), provided,
however, that if the Merger contemplated by the Merger
Agreement does not occur and the Merger Agreement is
terminated, the Rights will remain exercisable until the
earlier of (i), (ii) or (iii) above, and no Final Expiration
Date shall be deemed to have occurred as a result of this
clause (iv)."
6. Section 11(a)(ii) of the Agreement is amended to add the
following sentence at the end of the first paragraph thereof:
"Notwithstanding anything in this Agreement to the
contrary, the acquisition of beneficial ownership of Common
Shares of the Company pursuant to the Merger and the
consummation of any one or more of the Permitted Events shall
not constitute or result in the occurrence of an event
described in this Section 11(a)(ii)."
7. Section 13 of the Agreement is amended to add the following
sentence at the end thereof:
"Notwithstanding anything in this Agreement to the
contrary, the acquisition of beneficial ownership of Common
Shares of the Company pursuant to the Merger and the
consummation of any one or more of the Permitted Events shall
not be deemed to constitute an event described in clauses (a),
(b) or (c) of the first sentence of this Section 13."
8. The term "Agreement" as used in the Agreement shall be
deemed to refer to the Agreement as amended hereby.
9. This Amendment shall be governed by and constructed in
accordance with the laws of the State of Delaware.
10. This Amendment shall be effective as of the date first
above written, and, except as set forth herein, the Agreement shall remain in
full force and effect and shall be otherwise unaffected hereby.
11. This Amendment may be executed in two 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.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of this _8th_ day of May, 1998.
DELTA AND PINE LAND COMPANY
By: /s/ Roger D. Malkin
Name: Roger D. Malkin
Title: Chairman
THE HARRIS TRUST AND SAVINGS
BANK, as Rights Agent
By: /s/ Ginger L. Lawrence
Name: Ginger L. Lawrence
Title: Trust Officer