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EXHIBIT 7
FIFTH AMENDMENT TO
THE DEKALB GENETICS CORPORATION
SAVINGS AND INVESTMENT PLAN
WHEREAS, DEKALB Genetics Corporation, a Delaware corporation,
with its principal place of business in DeKalb, Illinois (the "Company"), has
heretofore adopted and maintains for the benefit of its employees a profit
sharing plan with a qualified cash or deferred arrangement within the meaning of
section 401(k) of the Internal Revenue Code of 1986, as amended, and the
regulations promulgated thereunder which is designated the "DEKALB Genetics
Corporation Savings and Investment Plan" (the "Plan"); and
WHEREAS, the Company desires to amend the Plan in certain
respects;
NOW, THEREFORE, pursuant to the power of amendment contained
in Section 12.01 of the Plan, the Plan is hereby amended, effective, unless
otherwise indicated, immediately as of the date of the consummation of the
"Offer" (as that term is defined in the Agreement and Plan of Merger dated as of
May 8, 1998 among Monsanto Company, a Delaware corporation ("Parent"), Corn
Acquisition Corporation, a Delaware corporation and a
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wholly-owned subsidiary of Parent ("Sub"), and the Company), as follows:
1. Section 1.10 of the Plan is hereby amended to read
as follows:
1.10 COMPANY means DEKALB Genetics Corporation, a Delaware
corporation, with its principal place of business in DeKalb, Illinois,
and any successor thereto whether by merger or otherwise.
2. Section 1.15 of the Plan is hereby amended by
deleting therefrom the phrase "Section 3.02(d)" and substituting in its place
the phrase "Section 3.02(d) or (e)".
3. The first sentence of Section 1.40 of the Plan is
hereby amended by adding at the end thereof the phrase ", and any successor,
whether by merger or otherwise, of any of the foregoing corporations or other
business entities".
4. Section 3.02 of the Plan is hereby amended (i) by
redesignating paragraphs (e) and (f) thereof as paragraphs (f) and (g),
respectively, of such Section, (ii) by deleting from paragraphs (c) and (d)
thereof the phrase ", shares of Company Stock or other property", and (iii) by
adding a new paragraph (e) to such Section which reads as follows:
(e)(1) The Employers shall contribute a Discretionary
Contribution in cash to the Trust Fund for the Plan Year
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during which occurs the day (the "four-month anniversary") which is
exactly 120 days immediately following the day (the "Purchase Date") of
the consummation of the "Offer" (as that term is defined in the
Agreement and Plan of Merger dated as of May 8, 1998 among Monsanto
Company, a Delaware corporation ("Parent"), Corn Acquisition
Corporation, a Delaware corporation and a wholly-owned subsidiary of
Parent ("Sub"), and the Company). The amount contributed for such Plan
Year for each eligible Participant shall be 2% of such Participant's
Compensation for such Plan Year. An "eligible Participant" for purposes
of this paragraph (e)(1) is a Participant who is employed by an
Employer both at such Purchase Date and on the four-month anniversary.
In the case of an eligible Participant whose employment with all
Related Employers terminates before the end of the Plan Year during
which occurs the four-month anniversary and who is not a "highly
compensated employee" as defined in Section 414(q) of the Code for the
Plan Year during which occurs the four-month anniversary and is not
such a highly compensated employee for the Plan Year which precedes the
Plan Year during which occurs the four-month anniversary, for purposes
of this paragraph (e)(1) his Compensation for the Plan Year during
which occurs the four-month anniversary shall be his actual
Compensation for such Plan Year plus the additional base pay and salary
he would have earned during the remainder of such Plan Year during
which occurs his termination of employment if such base pay and salary
would have continued for the remainder of that year at the same rate in
effect upon his termination of employment. Discretionary Contributions
pursuant to this subparagraph shall be made to the Trustee no later
than the time prescribed by law for filing the Company's federal income
tax return for the applicable Plan Year, including any extensions
thereof.
(2) The Employers shall contribute a Discretionary
Contribution in cash to the Trust Fund on behalf of each eligible
terminated Participant for the Plan Year during which occurs such
terminated Participant's termination of employment after the day (the
"Purchase Date") of the consummation of the "Offer" (as that term is
defined in the Agreement and Plan of Merger dated as of May 8, 1998
among Monsanto Company, a Delaware corporation ("Parent"), Corn
Acquisition Corporation, a Delaware corporation and a wholly-owned
subsidiary of Parent ("Sub"), and the Company). The amount contributed
for such Plan Year for each eligible terminated Participant shall be 2%
of such Participant's Compensation for such Plan Year. An "eligible
terminated Participant" for purposes of this paragraph (e)(2) is a
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Participant who is (i) employed by an Employer at such Purchase Date
whose employment with his Employer is involuntarily terminated by his
Employer without cause after the Purchase Date and prior to the day
(the "four-month anniversary") which is exactly 120 days immediately
following the Purchase Date and (ii) not a "highly compensated
employee" as defined in Section 414(q) of the Code for the Plan Year
during which occurs his termination of employment and is not such a
highly compensated employee for the Plan Year which precedes the Plan
Year during which occurs his termination of employment. For purposes of
the foregoing, "cause" shall be defined as such term is defined in the
Merger Agreement. For purposes of this paragraph (e)(2), an eligible
terminated Participant's Compensation for the Plan Year during which
occurs his termination of employment shall be his actual Compensation
for such Plan Year plus the additional base pay and salary he would
have earned during the remainder of such Plan Year if such base pay and
salary would have continued for the remainder of that year at the same
rate in effect upon his termination of employment. Discretionary
Contributions pursuant to this subparagraph shall be made to the
Trustee no later than the time prescribed by law for filing the
Company's federal income tax return for the applicable Plan Year,
including any extensions thereof.
5. Paragraph (f) of Section 3.02 of the Plan is hereby
amended to read as follows:
(f) Employer Contributions under the Plan, excluding, however,
Employer Contributions made pursuant to Section 3.02(e), and Employee
Salary Reduction Contributions shall be made out of the current or
accumulated Consolidated Net Earnings of the Company; provided,
however, that the total of all contributions for any Plan Year shall
not exceed the amount allowable as a deduction under Section 404 of the
Code, as amended and in force from time to time.
6. Section 4.01 of the Plan is hereby further amended by
adding at the end thereof a new sentence which reads as follows:
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Notwithstanding the foregoing, as soon as administratively practicable
after the "Effective Time" as that term is defined in the Agreement and
Plan of Merger dated as of May 8, 1998 among Monsanto Company, a
Delaware corporation ("Parent"), Corn Acquisition Corporation, a
Delaware corporation and a wholly-owned subsidiary of Parent ("Sub"),
and the Company, the Company and the Trustee shall take such steps as
are necessary to eliminate the Class A Company Common Stock Fund, which
shall after such Effective Time be invested only in cash equivalents,
and transfer any balance remaining therein to the other investment
funds pursuant to Participants' instructions.
7. Effective as of the "Effective Time" as that term is
defined in the Merger Agreement, the first sentence of Section 4.02(b) of the
Plan is hereby amended to read as follows:
Each Participant may change the manner in which his Accounts are
invested by following the procedures prescribed by the Company, to be
effective as of the day specified in such procedures.
8. Effective as of the "Effective Time" as that term is
defined in the Merger Agreement, the third sentence of Section 4.02(b) of the
Plan is hereby amended by deleting therefrom the phrase "other than transfers
into any Company Common Stock Fund".
9. The first paragraph of Section 4.03 of the Plan is
hereby amended by adding at the end thereof a new sentence which reads as
follows:
Notwithstanding the foregoing, as soon as administratively
practicable after the "Effective Time" as that term is defined
in the Agreement and Plan of Merger dated as of May 8, 1998
among Monsanto Company, a Delaware corporation ("Parent"),
Corn Acquisition
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Corporation, a Delaware corporation and a wholly-owned
subsidiary of Parent ("Sub"), and the Company, the Company and
the Trustee shall take such steps as are necessary to
eliminate the Class A Company Common Stock Fund, as set forth
in Section 4.01.
10. Effective as of the "Effective Time" as that term is
defined in the Merger Agreement, Article IV of the Plan is hereby further
amended by deleting therefrom Sections 4.04, 4.05 and 4.06.
11. Section 6.02 of the Plan is hereby amended to read as
follows:
6.02 EMPLOYER CONTRIBUTION ACCOUNTS
A Participant shall be one hundred percent (100%) vested in
his Employer Contribution Account on the first to occur of the
following:
(a) His attainment of Normal Retirement Age
while employed by any Related Employer;
(b) His termination of Employment with all
Related Employers due to his Total and Permanent
Disability;
(c) His termination of Employment with all Related
Employers due to his death;
(d) His completion of five (5) Years of Service for
Vesting;
(e) His active employment with any Related Employer
on the day (the "four-month anniversary") which is exactly 120
days immediately following the day (the "Purchase Date") of
the consummation of the "Offer" (as that term is defined in
the Agreement and Plan of Merger dated as of May 8, 1998 among
Monsanto Company, a Delaware corporation ("Parent"), Corn
Acquisition Corporation, a Delaware corporation and a
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wholly-owned subsidiary of Parent ("Sub"), and the
Company); or
(f) His involuntary termination of Employment by all
Related Employers without cause after such Purchase Date and
prior to such four-month anniversary. For purposes of the
foregoing, "cause" shall be defined as such term is defined in
such Merger Agreement.
12. Section 6.03(a) of the Plan is hereby amended to read
as follows:
(a) A Participant who upon his termination of employment with
all Related Employers is not one hundred percent (100%) vested in his
Employer Contribution Account pursuant to Section 6.02 shall be vested
in the percentage of the value of his Employer Contribution Account set
forth in the following table:
Number of Years of Vesting
Service for Vesting Percentage
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Less than 1 0%
1 20%
2 40%
3 60%
4 80%
5 or more 100%
13. Effective as of the "Effective Time" as that term is
defined in the Merger Agreement, Section 7.01 of the Plan is hereby amended by
deleting therefrom paragraph (a)(2).
14. Section 12.01 of the Plan is hereby amended by adding
at the end thereof a new sentence which reads as follows:
Further, notwithstanding any provision of this Plan to
the contrary, the Plan may not be terminated on or
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prior to the day (the "four-month anniversary") which is
exactly 120 days immediately following the day (the "Purchase
Date") of the consummation of the "Offer" (as that term is
defined in the Agreement and Plan of Merger dated as of May 8,
1998 among Monsanto Company, a Delaware corporation
("Parent"), Corn Acquisition Corporation, a Delaware
corporation and a wholly-owned subsidiary of Parent ("Sub"),
and the Company), and the Plan may not be amended to either
(i) decrease the amount of, or impose additional conditions
regarding a Participant's eligibility for, the Discretionary
Contribution to be contributed by the Employers in accordance
with Section 3.02(e) or (ii) preclude a Participant from
becoming one hundred percent (100%) vested in his Employer
Contribution Account as provided under Section 6.02(e) or (f).
IN WITNESS WHEREOF, the Company has adopted this instrument by
causing it to be executed by its duly authorized officer on this _________ day
of May, 1998.
DEKALB GENETICS CORPORATION
By: /s/ John H. Witmer, Jr.
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Title: Senior Vice President
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