Common use of Directors Designated by the Shareholder Clause in Contracts

Directors Designated by the Shareholder. (a) Immediately following the Closing, the Board shall appoint as additional Directors the two (2) Investor Nominees (as defined in Section 5.1(b) below) who have been designated by the Investor in the Investor Nominee Notice (as defined in Section 5.1(b) below) attached as Exhibit D hereto (the "Initial Investor Nominee Notice"). One Investor Nominee shall be placed in the class of Directors next standing for election, and the remaining Investor Nominee shall be placed in the class of Directors next but one standing for election. In addition, if at any time following the annual meeting of shareholders to be held in January 1999, the number of members constituting the entire Board of Directors shall equal or exceed 15, including the Investor Nominees appointed pursuant to the previous sentence, the Investor shall be entitled to designate pursuant to an Investor Nominee Notice, and the Board shall appoint to the Board, an additional Investor Nominee in accordance with the provisions of this Section 5, provided that, for purposes of this sentence (but not for purposes of requiring the resignation of any Investor Nominee pursuant to Section 5.2(w)), the number of directors constituting the entire Board of Directors at any time after the annual meeting of shareholders to be held in January 2000 shall exclude any Director who has advised (and not withdrawn) the Company of his or her intention, or would be scheduled pursuant to the policies of the Company, to retire or resign from the Board within 12 months of the date as of which the determination pursuant to this sentence is being made; provided, further, that no such Director shall be excluded for purposes of determining the number of directors constituting the entire Board for a period of greater than 12 consecutive months until he or she no longer serves as a member of the Board. Any such additional Investor Nominee shall be placed in the class of Directors which does not include an Investor Nominee. In the event of a vacancy caused by the disqualification, removal, resignation or other cessation of service of any Investor Nominee from the Board, the Board shall elect as a Director (to serve until the Company's immediately succeeding annual meeting of shareholders) a new Investor Nominee who has been designated by the Investor in an additional Investor Nominee Notice that has been provided to the Company at least seven (7) days prior the date of a regular meeting of the Board. The Investor shall nominate each Investor Nominee pursuant to an additional Investor Nominee Notice in advance of each meeting of shareholders at which such Investor Nominee is to be elected. (b) The Investor shall provide notice to the Company (the "Investor Nominee Notice") as required by Section 5.1(a) above for each Investor Nominee, which notice shall contain the following information: (i) the name of the person(s) it has designated to become Director(s) (the "Investor Nominees"), and (ii) all information required by Regulation 14A and Schedule 14A under the Exchange Act with respect to each such Investor Nominee. Subject to Section 5.1(c) below, (x) if there shall be two or fewer Investor Nominees, such Investor Nominees may be any person designated by the Investor, including persons who are officers, directors or employees of the Investor; and (y) if there shall be three Investor Nominees, two of such Investor Nominees may be persons described in clause (x) above and one Investor Nominee shall be an Independent Director. (c) Any proposed Investor Nominee shall be a person acceptable to the Board in its reasonable discretion prior to the initial appointment, or election, as the case may be of each Investor Nominee to the Board; provided, that at any time (i) any of the five most senior executives of the Investor (as determined by the Investor in its reasonable discretion) and (ii) the head of the Investor's Agricultural Products business, so long as (subject to the following proviso) such business is owned by the Investor or a Subsidiary of the Investor, each shall be conclusively deemed to be acceptable to the Board for purposes of this Section 5.1(c); and provided, further, that once an Investor Nominee is accepted by, or deemed acceptable to, the Board, such person shall thereafter be conclusively deemed to be acceptable pursuant to this Agreement (together with such persons specified in the foregoing clauses (i) and (ii), the "Pre-Approved Persons"). Any objection by the Company to a proposed Investor Nominee must be made no later than five Business Days after the Investor delivers the applicable Investor Nominee Notice for the proposed Investor Nominee; provided, however, that the Company shall in all cases notify the Investor of any such objection sufficiently in advance of the date on which proxy materials are mailed by the Company in connection with such election of directors to enable the Investor to propose an alternate Investor Nominee pursuant to and in accordance with the terms of this Agreement. (d) The Company agrees, subject to Section 5.1(c) above and Section 5.2 below, to include such Investor Nominee to be added to or retained on the Board pursuant to this Agreement in the slate of nominees recommended by the Board to the Company's shareholders for election as Directors and shall use its reasonable efforts to cause the election or reelection of each such Investor Nominee to the Board at each meeting of shareholders at which such Investor Nominee is up for election, including soliciting proxies in favor of the election of such persons, it being understood that efforts consistent with those used for other members of the slate recommended by the Board shall be deemed reasonable. In the event that, notwithstanding the provisions of this Section 5.1(d), any one or more Investor Nominees is not elected to the Board then, at the written request of the Investor made within 30 days after the date of the shareholder meeting at which such Investor Nominee was not elected, either, as directed by the Investor, (a) the Company shall promptly call a special meeting of the Company's shareholders proposing the election of such Investor Nominees not elected to the Board or an alternative Investor Nominee as may be designated by the Investor in accordance with Section 5.1 and in connection with such special meeting shall use its reasonable efforts to cause the election of such Investor Nominees by the shareholders of the Company, including recommending the election of such Investor Nominees and soliciting proxies in favor of the election of such Investor Nominees by the shareholders of the Company; or (b) the Company shall appoint another individual selected by the Investor, who shall be a Fully Independent Director and shall otherwise qualify under Section 5.1(c), as an additional Director of the Company who shall serve for a term co-extensive with the term such Investor Nominee would have served if such Investor Nominee had been elected (provided that the Investor shall cause such additional Director to resign at such time as an Investor Nominee is elected to the Board seat that would have been held by the Investor Nominee whose failure to be elected triggered the Investor's right to designate such additional Director). In connection with the expiration of the term of office of any Fully Independent Director appointed in accordance with the foregoing clause (b), the Investor shall be free to designate an Investor Nominee in accordance with this Section 5.1 to replace such Fully Independent Director. In the event the Investor elects to call a special meeting of stockholders pursuant to clause (a), the Company shall, until such time as the Investor Nominee being proposed by the Investor is elected to the Board, invite such Investor Nominee who was not elected to the Board to attend meetings of the Board as an observer and the Company shall afford to such Investor Nominee, on as nearly equivalent basis as is possible (other than the right to vote) as would have been the case if such Investor Nominee had been elected to the Board, the opportunity to meaningfully participate in, express views with respect to and have influence on the deliberations of the Board, including through receipt, at the same time as the Board receives the same, of all information and material as is distributed to the Board. Notwithstanding the foregoing, if at any time as a result of the failure of all Investor Nominees designated by the Investor who are not Independent Directors or Fully Independent Directors to be elected to the Board as provided in this Section 5.1, the Investor Nominees shall consist entirely of Independent Directors and Fully Independent Directors, the Investor shall be entitled to designate one individual who is an officer, employee or director of the Investor and who qualifies as an Investor Nominee under Section 5.1(c) to serve as an observer at the meetings of the Board in accordance with the foregoing sentence until such time as an Investor Nominee designated by the Investor who is not an Independent Director or a Fully Independent Director shall be elected by the shareholders of the Company to the Board provided that the foregoing right to designate an observer shall not apply if the Investor shall have (without being required by this Agreement to do so) designated for election to the Board pursuant to Section 5.1(a) only Investor Nominees who were Independent Directors or a Fully Independent Director. If the Board of Directors shall cease to be a classified board, the Investor shall be entitled to present to the Board of Directors or the Nominating Committee thereof the full number of Investor Nominees for election to the Board of Directors at each annual meeting of shareholders of the Company contemplated by paragraph (a) above (without regard to the provisions regarding classes of directors contained therein). At the direction of the Investor, the Company shall use reasonable efforts to cause the removal from the Board of Directors of any Investor Nominee (other than an Independent Director or Fully Independent Director). (e) The Investor agrees, to the extent required by Iowa law, to cause the Investor Nominees to comply with the standards for recusal from Board meetings applicable to all members of the Board. Except for any Investor Nominee who is an Independent Director or a Fully Independent Director, the Investor acknowledges that the Investor Nominees to the Board will not be entitled to receive any compensation as directors.

Directors Designated by the Shareholder. (a) Immediately following Subsequent to the ClosingExchange, the Board shall shall, if requested by the Shareholder, appoint as additional Directors a Director the two (2) Investor Nominees (as defined in Section 5.1(b) below) Initial Shareholder Nominee who have has been designated by the Investor Shareholder in the Investor Nominee Notice (as defined in Section 5.1(b) below) attached as Exhibit D hereto (the "writing. The Initial Investor Nominee Notice"). One Investor Shareholder Nominee shall be placed in the class of Directors next standing for election, and the remaining Investor Nominee shall be placed in the class of Directors next but one standing for election. In addition, if at any time following the annual meeting of shareholders to be held in January 1999, the number of members constituting the entire Board of Directors shall equal or exceed 15, including the Investor Nominees appointed pursuant to the previous sentence, the Investor shall be entitled to designate pursuant to an Investor Nominee Notice, and the Board shall appoint to the Board, an additional Investor Nominee in accordance with the provisions of this Section 5, provided that, for purposes of this sentence (but not for purposes of requiring the resignation of any Investor Nominee pursuant to Section 5.2(w)), the number of directors constituting the entire Board of Directors at any time after the annual meeting of shareholders to be held in January 2000 shall exclude any Director who has advised (and not withdrawn) the Company of his or her intention, or would be scheduled pursuant to the policies of the Company, to retire or resign from the Board within 12 months of the date as of which the determination pursuant to this sentence is being made; provided, further, that no such Director shall be excluded for purposes of determining the number of directors constituting the entire Board for a period of greater than 12 consecutive months until he or she no longer serves as a member of the Board. Any such additional Investor Nominee shall be placed in the class of Directors which does not include an Investor Nominee. In the event of a vacancy caused by the disqualification, removal, resignation or other cessation of service of any Investor the Initial Shareholder Nominee from the Board, the Board shall shall, if requested by the Shareholder, elect as a Director (to serve until the Company's immediately succeeding annual meeting of shareholders) a new Investor Initial Shareholder Nominee who has been designated by the Investor Shareholder in an additional Investor Initial Shareholder Nominee Notice that has been provided to the Company at least seven (7) days prior to the date of a regular meeting of the Board. The Investor shall nominate each Investor Nominee pursuant to an additional Investor Nominee Notice in advance of each meeting of shareholders at which such Investor Nominee is to be elected. (b) The Investor Shareholder shall provide notice to the Company (the "Investor Initial Shareholder Nominee Notice") as required by Section 5.1(a) above for each Investor Nomineeabove, which notice shall contain the following information: : (i) the name of the person(s) person it has designated to become Director(s) a Director (the "Investor NomineesInitial Shareholder Nominee"), and (ii) all information required by Regulation 14A and Schedule 14A under the Exchange Act with respect to each such Investor Initial Shareholder Nominee. Subject to Section 5.1(c) below, (x) if there shall be two or fewer Investor Nominees, such Investor Nominees may be any person designated by the Investor, including persons who are officers, directors or employees of the Investor; and (y) if there shall be three Investor Nominees, two of such Investor Nominees may be persons described in clause (x) above and one Investor Nominee shall be an Independent Director. (c) Any proposed Investor Nominee During the term of this Agreement, the Shareholder shall be a person acceptable provide notice to the Board Company in its reasonable discretion writing sixty (60) days prior to each meeting of the initial appointment, or election, as Company's shareholders at which the case may be class of each Investor Directors that includes the Initial Shareholder Nominee is to the Board; provided, that at any time stand for re-election indicating (i) any the name of the five most senior executives of person it has designated to become Director (the Investor (as determined by the Investor in its reasonable discretion"Successor Shareholder Nominee" and together with Initial Shareholder Nominee, each a "Shareholder Nominee") and (ii) all information required by Regulation 14A and Schedule 14A under the head Exchange Act with respect to such Successor Shareholder Nominee. (d) The Shareholder shall consult with the Company in connection with the identity of any proposed Shareholder Nominee. In the event the Company is advised in writ- ing by its outside counsel that a proposed Shareholder Nominee would not be qualified under the Company's Charter or By-laws or any applicable statutory or regulatory standards to serve as a Director, or if the Company otherwise reasonably objects to the proposed Shareholder Nominee, including without limitation because such Shareholder Nominee either (i) is a director or officer of a direct competitor of the Investor's Agricultural Products businessCompany or (ii) has engaged in any adverse conduct that would require disclosure under Item 7 of Schedule 14A promulgated under the Exchange Act, so long as the Shareholder agrees to withdraw such proposed Shareholder Nominee and nominate a replacement therefor (which replacement would be subject to the following proviso) such business is owned by the Investor or a Subsidiary of the Investor, each shall be conclusively deemed to be acceptable to the Board for purposes requirements of this Section 5.1(c5.1(d); and provided, further, that once an Investor Nominee is accepted by, or deemed acceptable to, the Board, such person shall thereafter be conclusively deemed to be acceptable pursuant to this Agreement (together with such persons specified in the foregoing clauses (i) and (ii), the "Pre-Approved Persons"). Any such objection by the Company to a proposed Investor Nominee must be made no later than five Business Days one (1) month after the Investor delivers Shareholder first informs the applicable Investor Nominee Notice for Company of the identity of the proposed Investor Initial Shareholder Nominee; provided, however, that the Company shall in all cases notify the Investor Shareholder of any such objection sufficiently in advance of the date on which proxy materials are mailed by the Company in connection with such election of directors to enable the Investor Shareholder to propose an alternate Investor Shareholder Nominee pursuant to and in accordance with the terms of this Agreement. (de) The During the term of this Agreement the Company agrees, subject to Section 5.1(c) above and Section 5.2 below, agrees to include such Investor each Shareholder Nominee to be added to or retained on the Board pursuant to this Agreement in the slate of nominees recommended by the Board to the Company's shareholders for election as Directors and shall use its reasonable best efforts to cause the election or reelection of each such Investor Shareholder Nominee to the Board at each meeting of shareholders at which such Investor Nominee is up for electionBoard, including soliciting proxies in favor of the election of such persons, it being understood that efforts consistent with those used for other members of the slate recommended by the Board shall be deemed reasonable. In the event that, notwithstanding the provisions of this Section 5.1(d), any one or more Investor Nominees is not elected to the Board then, at the written request of the Investor made within 30 days after the date of the shareholder meeting at which such Investor Nominee was not elected, either, as directed by the Investor, (a) the Company shall promptly call a special meeting of the Company's shareholders proposing the election of such Investor Nominees not elected to the Board or an alternative Investor Nominee as may be designated by the Investor in accordance with Section 5.1 and in connection with such special meeting shall use its reasonable efforts to cause the election of such Investor Nominees by the shareholders of the Company, including recommending the election of such Investor Nominees and soliciting proxies in favor of the election of such Investor Nominees by the shareholders of the Company; or (b) the Company shall appoint another individual selected by the Investor, who shall be a Fully Independent Director and shall otherwise qualify under Section 5.1(c), as an additional Director of the Company who shall serve for a term co-extensive with the term such Investor Nominee would have served if such Investor Nominee had been elected (provided that the Investor shall cause such additional Director to resign at such time as an Investor Nominee is elected to the Board seat that would have been held by the Investor Nominee whose failure to be elected triggered the Investor's right to designate such additional Director). In connection with the expiration of the term of office of any Fully Independent Director appointed in accordance with the foregoing clause (b), the Investor shall be free to designate an Investor Nominee in accordance with this Section 5.1 to replace such Fully Independent Director. In the event the Investor elects to call a special meeting of stockholders pursuant to clause (a), the Company shall, until such time as the Investor Nominee being proposed by the Investor is elected to the Board, invite such Investor Nominee who was not elected to the Board to attend meetings of the Board as an observer and the Company shall afford to such Investor Nominee, on as nearly equivalent basis as is possible (other than the right to vote) as would have been the case if such Investor Nominee had been elected to the Board, the opportunity to meaningfully participate in, express views with respect to and have influence on the deliberations of the Board, including through receipt, at the same time as the Board receives the same, of all information and material as is distributed to the Board. Notwithstanding the foregoing, if at any time as a result of the failure of all Investor Nominees designated by the Investor who are not Independent Directors or Fully Independent Directors to be elected to the Board as provided in this Section 5.1, the Investor Nominees shall consist entirely of Independent Directors and Fully Independent Directors, the Investor shall be entitled to designate one individual who is an officer, employee or director of the Investor and who qualifies as an Investor Nominee under Section 5.1(c) to serve as an observer at the meetings of the Board in accordance with the foregoing sentence until such time as an Investor Nominee designated by the Investor who is not an Independent Director or a Fully Independent Director shall be elected by the shareholders of the Company to the Board provided that the foregoing right to designate an observer shall not apply if the Investor shall have (without being required by this Agreement to do so) designated for election to the Board pursuant to Section 5.1(a) only Investor Nominees who were Independent Directors or a Fully Independent Director. If the Board of Directors shall cease to be a classified board, the Investor shall be entitled to present to the Board of Directors or the Nominating Committee thereof the full number of Investor Nominees for election to the Board of Directors at each annual meeting of shareholders of the Company contemplated by paragraph (a) above (without regard to the provisions regarding classes of directors contained therein). At the direction of the Investor, the Company shall use reasonable efforts to cause the removal from the Board of Directors of any Investor Nominee (other than an Independent Director or Fully Independent Director). (e) The Investor agrees, to the extent required by Iowa law, to cause the Investor Nominees to comply with the standards for recusal from Board meetings applicable to all members of the Board. Except for any Investor Nominee who is an Independent Director or a Fully Independent Director, the Investor acknowledges that the Investor Nominees to the Board will not be entitled to receive any compensation as directors.

Directors Designated by the Shareholder. (a) Immediately following the Closing, the Board shall expand the size of the Board by two (2) Directors and shall appoint as additional Directors the two (2) Investor Initial Shareholder Nominees (as defined in Section 5.1(bIV4.1(b) below) who have been designated by the Investor Shareholder in the Investor Initial Shareholder Nominee Notice (as defined in Section 5.1(bIV4.1(b) below) attached as Exhibit D hereto (the "Initial Investor Nominee Notice")C hereto. One Investor Initial Shareholder Nominee shall be placed in the class of Directors next standing for election, and the remaining Investor Initial Shareholder Nominee shall be placed in the class of Directors next but one standing for election. In addition, if at any time Immediately following the annual meeting occurrence of shareholders to be held in January 1999a Regulatory Change, the number of members constituting the entire Board of Directors shall equal or exceed 15, including the Investor Nominees appointed pursuant to the previous sentence, the Investor shall be entitled to designate pursuant to an Investor Nominee Notice, and the Board shall expand the Board as may be necessary and shall appoint to additional Initial Shareholder Nominees as designated by the Board, Shareholder in an additional Investor Initial Shareholder Nominee Notice in accordance with the provisions of this Section 5, provided that, for purposes of this sentence (but not for purposes of requiring the resignation of any Investor Nominee pursuant a number sufficient to Section 5.2(w)), the ensure that Shareholder Nominees comprise a number of directors constituting the entire Board of Directors at any time after the annual meeting of shareholders to be held in January 2000 shall exclude any Director who has advised (and not withdrawn) the Company of his or her intention, or would be scheduled pursuant to the policies of the Company, to retire or resign from the Board within 12 months of the date as of which the determination pursuant to this sentence is being made; provided, further, that no such Director shall be excluded for purposes of determining the number of directors constituting the entire Board for a period of greater than 12 consecutive months until he or she no longer serves as a member of the Board. Any such additional Investor Nominee shall be placed in the class of Directors which does not include an Investor Nomineeis (x) 4 Directors if the total size of the Board is 14 or fewer Directors (excluding any Shareholder Nominees) or (y) one-third (rounding down to the nearest whole Director) of the Board if the total size of the Board is more than 14 Directors (excluding any Shareholder Nominees). Such additional Initial Shareholder Nominees shall be distributed among the classes of Directors as evenly as possible. In the event of a vacancy caused by the disqualification, removal, resignation or other cessation of service of any Investor Initial Shareholder Nominee from the Board, the Board shall elect as a Director (to serve until the Company's immediately succeeding annual meeting of shareholders) a new Investor Initial Shareholder Nominee who has been designated by the Investor Shareholder in an additional Investor Initial Shareholder Nominee Notice that has been provided to the Company at least seven (7) days prior to the date of a regular meeting of the Board. The Investor shall nominate each Investor Nominee pursuant to an additional Investor Nominee Notice in advance of each meeting of shareholders at which such Investor Nominee is to be elected. (b) The Investor Shareholder shall provide notice to the Company (the "Investor Initial Shareholder Nominee Notice") as required by Section 5.1(aIV4.1(a) above for each Investor Nomineeabove, which notice shall contain the following information: (i) the name of the person(s) it has designated to become Director(s) (the "Investor Initial Shareholder Nominees"), and (ii) all information required by Regulation 14A and Schedule 14A under the Exchange Act with respect to each such Investor Initial Shareholder Nominee. Subject to Section 5.1(c) below, (x) if there shall be two or fewer Investor Nominees, such Investor Nominees may be any person designated by the Investor, including persons who are officers, directors or employees of the Investor; and (y) if there shall be three Investor Nominees, two of such Investor Nominees may be persons described in clause (x) above and one Investor Nominee shall be an Independent Director. (c) Any proposed Investor Nominee shall be Following the occurrence of a person acceptable Regulatory Change and during the term of this Agreement, until such time as the Initial Shareholder Nominees and the Successor Shareholder Nominees (as defined in Section IV4.1(d) below) together comprise a number of Directors which is one-third (rounding down to the nearest whole Director) of the Board, at the first annual meeting of shareholders of the Company following the occurrence of a Regulatory Change and at each subsequent annual meeting of shareholders of the Company at which (i) the term of any Director is to expire or (ii) a vacancy is caused by the removal, resignation, retirement, death, disability or disqualification or other cessation of service of any Director, the Company shall at its option (i) cause such directorship to remain vacant, with the size of the Board correspondingly being reduced, or (ii) designate as a replacement Director a Successor Shareholder Nominee to be included in its reasonable discretion prior the slate of nominees recommended by the Board to the initial appointment, or election, Company's shareholders for election as Directors and use its best efforts to cause the case may be election of each Investor such Successor Shareholder Nominee to the Board; provided, that at any including soliciting proxies in favor of the election of such persons. The Successor Shareholder Nominees shall be divided as nearly equally as possible among all the classes of Directors, as specified in the Successor Shareholder Nominee Notice (as defined in Section IV4.1(d) below). (d) Following the occurrence of a Regulatory Change and during the term of this Agreement, until such time as the Initial Shareholder Nominees and the Successor Shareholder Nominees together comprise a number of Directors which is one-third (rounding down to the nearest whole Director) of the Board, the Shareholder shall provide notice to the Company in writing sixty (60) days prior to each annual meeting of the Company's shareholders ("Successor Shareholder Nominee Notice"), indicating (i) any the name of the five most senior executives of the Investor person(s) it has designated to become Director(s) (as determined by the Investor in its reasonable discretion) "Successor Shareholder Nominees" and together with Initial Shareholder Nominees, "Shareholder Nominees"), if any, (ii) the head class of Directors to which each such Successor Shareholder Nominee shall be assigned, and (iii) all information required by Regulation 14A and Schedule 14A under the Exchange Act with respect to each such Successor Shareholder Nominee. (e) The Shareholder shall consult with the Company in connection with the identity of any proposed Shareholder Nominee. In the event the Company is advised in writing by its outside counsel that a proposed Shareholder Nominee would not be qualified under the Company's Charter or By-Laws or any applicable statutory or regulatory standards to serve as a Director, or if the Company otherwise reasonably objects to a proposed Shareholder Nominee, including without limitation because such Shareholder Nominee either (i) is a director or officer of a direct competitor of the Investor's Agricultural Products businessCompany or (ii) has engaged in any adverse conduct that would require disclosure under Item 7 of Schedule 14A promulgated under the Exchange Act, so long as the Shareholder agrees to withdraw such proposed Shareholder Nominee and nominate a replacement therefor (which replacement would be subject to the following proviso) such business is owned by the Investor or a Subsidiary of the Investor, each shall be conclusively deemed to be acceptable to the Board for purposes requirements of this Section 5.1(cIV4.1(e); and provided, further, that once an Investor Nominee is accepted by, or deemed acceptable to, the Board, such person shall thereafter be conclusively deemed to be acceptable pursuant to this Agreement (together with such persons specified in the foregoing clauses (i) and (ii), the "Pre-Approved Persons"). Any such objection by the Company to a proposed Investor Nominee must be made no later than five Business Days one (1) month after the Investor delivers Shareholder first informs the applicable Investor Nominee Notice for Company of the identity of the proposed Investor Shareholder Nominee; provided, however, that the Company shall in all cases notify the Investor Shareholder of any such objection sufficiently in advance of the date on which proxy materials are mailed by the Company in connection with such election of directors to enable the Investor Shareholder to propose an alternate Investor Shareholder Nominee pursuant to and in accordance with the terms of this Agreement. Prior to the occurrence of a Regulatory Change, no more than one Shareholder Nominee may be a director, officer or employee of the Shareholder. Following the occurrence of a Regulatory Change, no more than two (2) Shareholder Nominees may be directors, officers or employees of the Shareholder. (df) The During the term of this Agreement the Company agrees, subject to Section 5.1(c) above and Section 5.2 below, agrees to include such Investor each Shareholder Nominee to be added to or retained on the Board pursuant to this Agreement in the slate of nominees recommended by the Board to the Company's shareholders for election as Directors and shall use its reasonable best efforts to cause the election or reelection of each such Investor Shareholder Nominee to the Board at each meeting of shareholders at which such Investor Nominee is up for electionBoard, including soliciting proxies in favor of the election of such persons, it being understood that efforts consistent with those used for other members of the slate recommended by the Board shall be deemed reasonable. In the event that, notwithstanding the provisions of this Section 5.1(d), any one or more Investor Nominees is not elected to the Board then, at the written request of the Investor made within 30 days after the date of the shareholder meeting at which such Investor Nominee was not elected, either, as directed by the Investor, . (ag) the Company shall promptly call a special meeting of the Company's shareholders proposing the election of such Investor Nominees not elected to the Board or an alternative Investor Nominee as may be designated by the Investor in accordance with Section 5.1 and in connection with such special meeting shall use its reasonable efforts to cause the election of such Investor Nominees by the shareholders of the Company, including recommending the election of such Investor Nominees and soliciting proxies in favor of the election of such Investor Nominees by the shareholders of the Company; or (b) the Company shall appoint another individual selected by the Investor, who shall be a Fully Independent Director and shall otherwise qualify under Section 5.1(c), as an additional Director of the Company who shall serve for a term co-extensive with the term such Investor Nominee would have served if such Investor Nominee had been elected (provided that the Investor shall cause such additional Director to resign at such time as an Investor Nominee is elected to the Board seat that would have been held by the Investor Nominee whose failure to be elected triggered the Investor's right to designate such additional Director). In connection with the expiration of During the term of office of any Fully Independent Director appointed in accordance with the foregoing clause (b), the Investor shall be free to designate an Investor Nominee in accordance with this Section 5.1 to replace such Fully Independent Director. In the event the Investor elects to call a special meeting of stockholders pursuant to clause (a), the Company shall, until such time as the Investor Nominee being proposed by the Investor is elected Agreement and prior to the Boardoccurrence of a Regulatory Change, invite such Investor but not thereafter, no Shareholder Nominee who was not elected to the Board to attend meetings shall chair a committee of the Board as an observer and the Company no Shareholder Nominee shall afford to such Investor Nominee, on as nearly equivalent basis as is possible (other than the right to vote) as would have been the case if such Investor Nominee had been elected to the Board, the opportunity to meaningfully participate in, express views with respect to and have influence serve on the deliberations Nominating Committee of the Board, including through receipt, at . Following the same time as occurrence of a Regulatory Change and during the Board receives the same, term of all information and material as is distributed to the Board. Notwithstanding the foregoing, if at any time as a result of the failure of all Investor Nominees designated by the Investor who are not Independent Directors or Fully Independent Directors to be elected to the Board as provided in this Section 5.1Agreement, the Investor Nominees shall consist entirely of Independent Directors and Fully Independent Directors, the Investor Shareholder shall be entitled to designate one individual who is an officer, employee or director Shareholder Nominees to be members of the Investor and who qualifies as an Investor Nominee under Section 5.1(c) to serve as an observer at the meetings each committee of the Board in accordance with (including without limitation the foregoing sentence until such time as an Investor Nominee designated executive committee, the audit committee, the nominating committee and the executive compensation committee), and to fill any vacancies caused by the Investor departure of Shareholder Nominees from any such committees if no other Shareholder Nominee is a member of such committee, for so long as Shareholder Nominees are not represented pro rata, based on the number of Directors who is not an Independent Director or a Fully Independent Director shall be elected by the shareholders of the Company are Shareholder Nominees (rounding down to the Board provided that the foregoing right to designate an observer shall not apply if the Investor shall have (without being required by this Agreement to do so) designated for election to the Board pursuant to Section 5.1(a) only Investor Nominees who were Independent Directors or a Fully Independent Director. If the Board of Directors shall cease to be a classified board, the Investor shall be entitled to present to the Board of Directors or the Nominating Committee thereof the full number of Investor Nominees for election to the Board of Directors at each annual meeting of shareholders of the Company contemplated by paragraph (a) above (without regard to the provisions regarding classes of directors contained therein). At the direction of the Investor, the Company shall use reasonable efforts to cause the removal from the Board of Directors of any Investor Nominee (other than an Independent Director or Fully Independent nearest whole Director). (e) The Investor agrees, with respect to the extent required by Iowa law, to cause the Investor Nominees to comply with the standards for recusal from Board meetings applicable to all members each committee of the Board. Except for any Investor Nominee who is an Independent Director or a Fully Independent Director, the Investor acknowledges that the Investor Nominees to the Board will not be entitled to receive any compensation as directors.

Directors Designated by the Shareholder. (a) Immediately following the Closing, the Board shall appoint as additional Directors the two (2) Investor Nominees (as defined in Section 5.1(b) below) who have been designated by the Investor in the Investor Nominee Notice (as defined in Section 5.1(b) below) attached as Exhibit D hereto (the "Initial Investor Nominee Notice"). One Investor Nominee shall be placed in the class of Directors next standing for election, and the remaining Investor Nominee shall be placed in the class of Directors next but one standing for election. In addition, if at any time following the annual meeting of shareholders to be held in January 1999, the number of members constituting the entire Board of Directors shall equal or exceed 15, including the Investor Nominees appointed pursuant to the previous sentence, the Investor shall be entitled to designate pursuant to an Investor Nominee Notice, and the Board shall appoint to the Board, an additional Investor Nominee in accordance with the provisions of this Section 5, provided that, for purposes of this sentence (but not for purposes of requiring the resignation of any Investor Nominee pursuant to Section 5.2(w)), the number of directors constituting the entire Board of Directors at any time after the annual meeting of shareholders to be held in January 2000 shall exclude any Director who has advised (and not withdrawn) the Company of his or her intention, or would be scheduled pursuant to the policies of the Company, to retire or resign from the Board within 12 months of the date as of which the determination pursuant to this sentence is being made; provided, further, that no such Director shall be excluded for purposes of determining the number of directors constituting the entire Board for a period of greater than 12 consecutive months until he or she no longer serves as a member of the Board. Any such additional Investor Nominee shall be placed in the class of Directors which does not include an Investor Nominee. In the event of a vacancy caused by the disqualification, removal, resignation or other cessation of service of any Investor Nominee from the Board, the Board shall elect as a Director (to serve until the Company's immediately succeeding annual meeting of shareholders) a new Investor Nominee who has been designated by the Investor in an additional Investor Nominee Notice that has been provided to the Company at least seven (7) days prior the date of a regular meeting of the Board. The Investor shall nominate each Investor Nominee pursuant to an additional Investor Nominee Notice in advance of each meeting of shareholders at which such Investor Nominee is to be elected. (b) The Investor shall provide notice to the Company (the "Investor Nominee Notice") as required by Section 5.1(a) above for each Investor Nominee, which notice shall contain the following information: following (i) the name of the person(s) it has designated to become Director(s) (the "Investor Nominees"), and (ii) all information required by Regulation 14A and Schedule 14A under the Exchange Act with respect to each such Investor Nominee. Subject to Section 5.1(c) below, (x) if there shall be two or fewer Investor Nominees, such Investor Nominees may be any person designated by the Investor, including persons who are officers, directors or employees of the Investor; and (y) if there shall be three Investor Nominees, two of such Investor Nominees may be persons described in clause (x) above and one Investor Nominee shall be an Independent Director. (c) Any proposed Investor Nominee shall be a person acceptable to the Board in its reasonable discretion prior to the initial appointment, or election, as the case may be of each Investor Nominee to the Board; provided, that at any time (i) any of the five most senior executives of the Investor (as determined by the Investor in its reasonable discretion) and (ii) the head of the Investor's Agricultural Products business, so long as (subject to the following proviso) such business is owned by the Investor or a Subsidiary of the Investor, each shall be conclusively deemed to be acceptable to the Board for purposes of this Section 5.1(c); and provided, further, that once an Investor Nominee is accepted by, or deemed acceptable to, the Board, such person shall thereafter be conclusively deemed to be acceptable pursuant to this Agreement (together with such persons specified in the foregoing clauses (i) and (ii), the "Pre-Approved Persons"). Any objection by the Company to a proposed Investor Nominee must be made no later than five Business Days after the Investor delivers the applicable Investor Nominee Notice for the proposed Investor Nominee; provided, however, that the Company shall in all cases notify the Investor of any such objection sufficiently in advance of the date on which proxy materials are mailed by the Company in connection with such election of directors to enable the Investor to propose an alternate Investor Nominee pursuant to and in accordance with the terms of this Agreement. (d) The Company agrees, subject to Section 5.1(c) above and Section 5.2 below, to include such Investor Nominee to be added to or retained on the Board pursuant to this Agreement in the slate of nominees recommended by the Board to the Company's shareholders for election as Directors and shall use its reasonable efforts to cause the election or reelection of each such Investor Nominee to the Board at each meeting of shareholders at which such Investor Nominee is up for election, including soliciting proxies in favor of the election of such persons, it being understood that efforts consistent with those used for other members of the slate recommended by the Board shall be deemed reasonable. In the event that, notwithstanding the provisions of this Section 5.1(d), any one or more Investor Nominees is not elected to the Board then, at the written request of the Investor made within 30 days after the date of the shareholder meeting at which such Investor Nominee was not elected, either, as directed by the Investor, (a) the Company shall promptly call a special meeting of the Company's shareholders proposing the election of such Investor Nominees not elected to the Board or an alternative Investor Nominee as may be designated by the Investor in accordance with Section 5.1 and in connection with such special meeting shall use its reasonable efforts to cause the election of such Investor Nominees by the shareholders of the Company, including recommending the election of such Investor Nominees and soliciting proxies in favor of the election of such Investor Nominees by the shareholders of the Company; or (b) the Company shall appoint another individual selected by the Investor, who shall be a Fully Independent Director and shall otherwise qualify under Section 5.1(c), as an additional Director of the Company who shall serve for a term co-extensive with the term such Investor Nominee would have served if such Investor Nominee had been elected (provided that the Investor shall cause such additional Director to resign at such time as an Investor Nominee is elected to the Board seat that would have been held by the Investor Nominee whose failure to be elected triggered the Investor's right to designate such additional Director). In connection with the expiration of the term of office of any Fully Independent Director appointed in accordance with the foregoing clause (b), the Investor shall be free to designate an Investor Nominee in accordance with this Section 5.1 to replace such Fully Independent Director. In the event the Investor elects to call a special meeting of stockholders pursuant to clause (a), the Company shall, until such time as the Investor Nominee being proposed by the Investor is elected to the Board, invite such Investor Nominee who was not elected to the Board to attend meetings of the Board as an observer and the Company shall afford to such Investor Nominee, on as nearly equivalent basis as is possible (other than the right to vote) as would have been the case if such Investor Nominee had been elected to the Board, the opportunity to meaningfully participate in, express views with respect to and have influence on the deliberations of the Board, including through receipt, at the same time as the Board receives the same, of all information and material as is distributed to the Board. Notwithstanding the foregoing, if at any time as a result of the failure of all Investor Nominees designated by the Investor who are not Independent Directors or Fully Independent Directors to be elected to the Board as provided in this Section 5.1, the Investor Nominees shall consist entirely of Independent Directors and Fully Independent Directors, the Investor shall be entitled to designate one individual who is an officer, employee or director of the Investor and who qualifies as an Investor Nominee under Section 5.1(c) to serve as an observer at the meetings of the Board in accordance with the foregoing sentence until such time as an Investor Nominee designated by the Investor who is not an Independent Director or a Fully Independent Director shall be elected by the shareholders of the Company to the Board provided that the foregoing right to designate an observer shall not apply if the Investor shall have (without being required by this Agreement to do so) designated for election to the Board pursuant to Section 5.1(a) only Investor Nominees who were Independent Directors or a Fully Independent Director. If the Board of Directors shall cease to be a classified board, the Investor shall be entitled to present to the Board of Directors or the Nominating Committee thereof the full number of Investor Nominees for election to the Board of Directors at each annual meeting of shareholders of the Company contemplated by paragraph (a) above (without regard to the provisions regarding classes of directors contained therein). At the direction of the Investor, the Company shall use reasonable efforts to cause the removal from the Board of Directors of any Investor Nominee (other than an Independent Director or Fully Independent Director). (e) The Investor agrees, to the extent required by Iowa law, to cause the Investor Nominees to comply with the standards for recusal from Board meetings applicable to all members of the Board. Except for any Investor Nominee who is an Independent Director or a Fully Independent Director, the Investor acknowledges that the Investor Nominees to the Board will not be entitled to receive any compensation as directors.

Directors Designated by the Shareholder. (a) Immediately following Subsequent to the ClosingExchange, the Board shall shall, if requested by the Shareholder, appoint as additional Directors a Director the two (2) Investor Nominees (as defined in Section 5.1(b) below) Initial Shareholder Nominee who have has been designated by the Investor Shareholder in the Investor Nominee Notice (as defined in Section 5.1(b) below) attached as Exhibit D hereto (the "writing. The Initial Investor Nominee Notice"). One Investor Shareholder Nominee shall be placed in the class of Directors next standing for election, and the remaining Investor Nominee shall be placed in the class of Directors next but one standing for election. In addition, if at any time following the annual meeting of shareholders to be held in January 1999, the number of members constituting the entire Board of Directors shall equal or exceed 15, including the Investor Nominees appointed pursuant to the previous sentence, the Investor shall be entitled to designate pursuant to an Investor Nominee Notice, and the Board shall appoint to the Board, an additional Investor Nominee in accordance with the provisions of this Section 5, provided that, for purposes of this sentence (but not for purposes of requiring the resignation of any Investor Nominee pursuant to Section 5.2(w)), the number of directors constituting the entire Board of Directors at any time after the annual meeting of shareholders to be held in January 2000 shall exclude any Director who has advised (and not withdrawn) the Company of his or her intention, or would be scheduled pursuant to the policies of the Company, to retire or resign from the Board within 12 months of the date as of which the determination pursuant to this sentence is being made; provided, further, that no such Director shall be excluded for purposes of determining the number of directors constituting the entire Board for a period of greater than 12 consecutive months until he or she no longer serves as a member of the Board. Any such additional Investor Nominee shall be placed in the class of Directors which does not include an Investor Nominee. In the event of a vacancy caused by the disqualification, removal, resignation or other cessation of service of any Investor the Initial Shareholder Nominee from the Board, the Board shall shall, if requested by the Shareholder, elect as a Director (to serve until the Company's ’s immediately succeeding annual meeting of shareholders) a new Investor Initial Shareholder Nominee who has been designated by the Investor Shareholder in an additional Investor Initial Shareholder Nominee Notice that has been provided to the Company at least seven (7) days prior to the date of a regular meeting of the Board. The Investor shall nominate each Investor Nominee pursuant to an additional Investor Nominee Notice in advance of each meeting of shareholders at which such Investor Nominee is to be elected. (b) The Investor Shareholder shall provide notice to the Company (the "Investor “Initial Shareholder Nominee Notice"”) as required by Section 5.1(a) above for each Investor Nomineeabove, which notice shall contain the following information: (i) the name of the person(s) person it has designated to become Director(s) a Director (the "Investor Nominees"“Initial Shareholder Nominee”), and (ii) all information required by Regulation 14A and Schedule 14A under the Exchange Act with respect to each such Investor Initial Shareholder Nominee. Subject to Section 5.1(c) below, (x) if there shall be two or fewer Investor Nominees, such Investor Nominees may be any person designated by the Investor, including persons who are officers, directors or employees of the Investor; and (y) if there shall be three Investor Nominees, two of such Investor Nominees may be persons described in clause (x) above and one Investor Nominee shall be an Independent Director. (c) Any proposed Investor Nominee During the term of this Agreement, the Shareholder shall be a person acceptable provide notice to the Board Company in its reasonable discretion writing sixty (60) days prior to each meeting of the initial appointment, or election, as Company’s shareholders at which the case may be class of each Investor Directors that includes the Initial Shareholder Nominee is to the Board; provided, that at any time stand for re-election indicating (i) any the name of the five most senior executives of person it has designated to become Director (the Investor (as determined by the Investor in its reasonable discretion“Successor Shareholder Nominee” and together with Initial Shareholder Nominee, each a “Shareholder Nominee”) and (ii) all information required by Regulation 14A and Schedule 14A under the head Exchange Act with respect to such Successor Shareholder Nominee. (d) The Shareholder shall consult with the Company in connection with the identity of any proposed Shareholder Nominee. In the event the Company is advised in writing by its outside counsel that a proposed Shareholder Nominee would not be qualified under the Company’s Charter or By-laws or any applicable statutory or regulatory standards to serve as a Director, or if the Company otherwise reasonably objects to the proposed Shareholder Nominee, including without limitation because such Shareholder Nominee either (i) is a director or officer of a direct competitor of the Investor's Agricultural Products businessCompany or (ii) has engaged in any adverse conduct that would require disclosure under Item 7 of Schedule 14A promulgated under the Exchange Act, so long as the Shareholder agrees to withdraw such proposed Shareholder Nominee and nominate a replacement therefor (which replacement would be subject to the following proviso) such business is owned by the Investor or a Subsidiary of the Investor, each shall be conclusively deemed to be acceptable to the Board for purposes requirements of this Section 5.1(c5.1(d); and provided, further, that once an Investor Nominee is accepted by, or deemed acceptable to, the Board, such person shall thereafter be conclusively deemed to be acceptable pursuant to this Agreement (together with such persons specified in the foregoing clauses (i) and (ii), the "Pre-Approved Persons"). Any such objection by the Company to a proposed Investor Nominee must be made no later than five Business Days one (1) month after the Investor delivers Shareholder first informs the applicable Investor Nominee Notice for Company of the identity of the proposed Investor Initial Shareholder Nominee; provided, however, that the Company shall in all cases notify the Investor Shareholder of any such objection sufficiently in advance of the date on which proxy materials are mailed by the Company in connection with such election of directors to enable the Investor Shareholder to propose an alternate Investor Shareholder Nominee pursuant to and in accordance with the terms of this Agreement. (de) The During the term of this Agreement the Company agrees, subject to Section 5.1(c) above and Section 5.2 below, agrees to include such Investor each Shareholder Nominee to be added to or retained on the Board pursuant to this Agreement in the slate of nominees recommended by the Board to the Company's ’s shareholders for election as Directors and shall use its reasonable best efforts to cause the election or reelection of each such Investor Shareholder Nominee to the Board at each meeting of shareholders at which such Investor Nominee is up for electionBoard, including soliciting proxies in favor of the election of such persons, it being understood that efforts consistent with those used for other members of the slate recommended by the Board shall be deemed reasonable. In the event that, notwithstanding the provisions of this Section 5.1(d), any one or more Investor Nominees is not elected to the Board then, at the written request of the Investor made within 30 days after the date of the shareholder meeting at which such Investor Nominee was not elected, either, as directed by the Investor, (a) the Company shall promptly call a special meeting of the Company's shareholders proposing the election of such Investor Nominees not elected to the Board or an alternative Investor Nominee as may be designated by the Investor in accordance with Section 5.1 and in connection with such special meeting shall use its reasonable efforts to cause the election of such Investor Nominees by the shareholders of the Company, including recommending the election of such Investor Nominees and soliciting proxies in favor of the election of such Investor Nominees by the shareholders of the Company; or (b) the Company shall appoint another individual selected by the Investor, who shall be a Fully Independent Director and shall otherwise qualify under Section 5.1(c), as an additional Director of the Company who shall serve for a term co-extensive with the term such Investor Nominee would have served if such Investor Nominee had been elected (provided that the Investor shall cause such additional Director to resign at such time as an Investor Nominee is elected to the Board seat that would have been held by the Investor Nominee whose failure to be elected triggered the Investor's right to designate such additional Director). In connection with the expiration of the term of office of any Fully Independent Director appointed in accordance with the foregoing clause (b), the Investor shall be free to designate an Investor Nominee in accordance with this Section 5.1 to replace such Fully Independent Director. In the event the Investor elects to call a special meeting of stockholders pursuant to clause (a), the Company shall, until such time as the Investor Nominee being proposed by the Investor is elected to the Board, invite such Investor Nominee who was not elected to the Board to attend meetings of the Board as an observer and the Company shall afford to such Investor Nominee, on as nearly equivalent basis as is possible (other than the right to vote) as would have been the case if such Investor Nominee had been elected to the Board, the opportunity to meaningfully participate in, express views with respect to and have influence on the deliberations of the Board, including through receipt, at the same time as the Board receives the same, of all information and material as is distributed to the Board. Notwithstanding the foregoing, if at any time as a result of the failure of all Investor Nominees designated by the Investor who are not Independent Directors or Fully Independent Directors to be elected to the Board as provided in this Section 5.1, the Investor Nominees shall consist entirely of Independent Directors and Fully Independent Directors, the Investor shall be entitled to designate one individual who is an officer, employee or director of the Investor and who qualifies as an Investor Nominee under Section 5.1(c) to serve as an observer at the meetings of the Board in accordance with the foregoing sentence until such time as an Investor Nominee designated by the Investor who is not an Independent Director or a Fully Independent Director shall be elected by the shareholders of the Company to the Board provided that the foregoing right to designate an observer shall not apply if the Investor shall have (without being required by this Agreement to do so) designated for election to the Board pursuant to Section 5.1(a) only Investor Nominees who were Independent Directors or a Fully Independent Director. If the Board of Directors shall cease to be a classified board, the Investor shall be entitled to present to the Board of Directors or the Nominating Committee thereof the full number of Investor Nominees for election to the Board of Directors at each annual meeting of shareholders of the Company contemplated by paragraph (a) above (without regard to the provisions regarding classes of directors contained therein). At the direction of the Investor, the Company shall use reasonable efforts to cause the removal from the Board of Directors of any Investor Nominee (other than an Independent Director or Fully Independent Director). (e) The Investor agrees, to the extent required by Iowa law, to cause the Investor Nominees to comply with the standards for recusal from Board meetings applicable to all members of the Board. Except for any Investor Nominee who is an Independent Director or a Fully Independent Director, the Investor acknowledges that the Investor Nominees to the Board will not be entitled to receive any compensation as directors.

Directors Designated by the Shareholder. (a) Immediately following the Closing, the Board shall expand the size of the Board by two (2) Directors and shall appoint as additional Directors the two (2) Investor Initial Shareholder Nominees (as defined in Section 5.1(b4.1(b) below) who have been designated by the Investor Shareholder in the Investor Initial Shareholder Nominee Notice (as defined in Section 5.1(b4.1(b) below) attached as Exhibit D hereto (the "Initial Investor Nominee Notice")C hereto. One Investor Initial Shareholder Nominee shall be placed in the class of Directors next standing for election, and the remaining Investor Initial Shareholder Nominee shall be placed in the class of Directors next but one standing for election. In addition, if at any time Immediately following the annual meeting occurrence of shareholders to be held in January 1999a Regulatory Change, the number of members constituting the entire Board of Directors shall equal or exceed 15, including the Investor Nominees appointed pursuant to the previous sentence, the Investor shall be entitled to designate pursuant to an Investor Nominee Notice, and the Board shall expand the Board as may be necessary and shall appoint to additional Initial Shareholder Nominees as designated by the Board, Shareholder in an additional Investor Initial Shareholder Nominee Notice in accordance with the provisions of this Section 5, provided that, for purposes of this sentence (but not for purposes of requiring the resignation of any Investor Nominee pursuant a number sufficient to Section 5.2(w)), the ensure that Shareholder Nominees comprise a number of directors constituting the entire Board of Directors at any time after the annual meeting of shareholders to be held in January 2000 shall exclude any Director who has advised (and not withdrawn) the Company of his or her intention, or would be scheduled pursuant to the policies of the Company, to retire or resign from the Board within 12 months of the date as of which the determination pursuant to this sentence is being made; provided, further, that no such Director shall be excluded for purposes of determining the number of directors constituting the entire Board for a period of greater than 12 consecutive months until he or she no longer serves as a member of the Board. Any such additional Investor Nominee shall be placed in the class of Directors which does not include an Investor Nomineeis (x) 4 Directors if the total size of the Board is 14 or fewer Directors (excluding any Shareholder Nominees) or (y) one-third (rounding down to the nearest whole Director) of the Board (if the total size of the Board is more than 14 Directors (excluding any Shareholder Nominees). Such additional Initial Shareholder Nominees shall be distributed among the classes of Directors as evenly as possible. In the event of a vacancy caused by the disqualification, removal, resignation or other cessation of service of any Investor Initial Shareholder Nominee from the Board, the Board shall elect as a Director (to serve until the Company's immediately succeeding annual meeting of shareholders) a new Investor Initial Shareholder Nominee who has been designated by the Investor Shareholder in an additional Investor Initial Shareholder Nominee Notice that has been provided to the Company at least seven (7) days prior to the date of a regular meeting of the Board. The Investor shall nominate each Investor Nominee pursuant to an additional Investor Nominee Notice in advance of each meeting of shareholders at which such Investor Nominee is to be elected. (b) The Investor Shareholder shall provide notice to the Company (the "Investor Initial Shareholder Nominee Notice") as required by Section 5.1(a4.1(a) above for each Investor Nomineeabove, which notice shall contain the following information: (i) the name of the person(s) it has designated to become Director(s) (the "Investor Initial Shareholder Nominees"), and (ii) all information required by Regulation 14A and Schedule 14A under the Exchange Act with respect to each such Investor Initial Shareholder Nominee. Subject to Section 5.1(c) below, (x) if there shall be two or fewer Investor Nominees, such Investor Nominees may be any person designated by the Investor, including persons who are officers, directors or employees of the Investor; and (y) if there shall be three Investor Nominees, two of such Investor Nominees may be persons described in clause (x) above and one Investor Nominee shall be an Independent Director. (c) Any proposed Investor Nominee shall be Following the occurrence of a person acceptable Regulatory Change and during the term of this Agreement, until such time as the Initial Shareholder Nominees and the Successor Shareholder Nominees (as defined in Section 4.1(d) below) together comprise a number of Directors which is one-third (rounding down to the nearest whole Director) of the Board, at the first annual meeting of shareholders of the Company following the occurrence of a Regulatory Change and at each subsequent annual meeting of shareholders of the Company at which (i) the term of any Director is to expire or (ii) a vacancy is caused by the removal, resignation, retirement, death, disability or disqualification or other cessation of service of any Director, the Company shall at its option (i) cause such directorship to remain vacant, with the size of the Board correspondingly being reduced, or (ii) designate as a replacement Director a Successor Shareholder Nominee to be included in its reasonable discretion prior the slate of nominees recommended by the Board to the initial appointment, or election, Company's shareholders for election as Directors and use its best efforts to cause the case may be election of each Investor such Successor Shareholder Nominee to the Board; provided, that at any including soliciting proxies in favor of the election of such persons. The Successor Shareholder Nominees shall be divided as nearly equally as possible among all the classes of Directors, as specified in the Successor Shareholder Nominee Notice (as defined in Section 4.1(d) below). (d) Following the occurrence of a Regulatory Change and during the term of this Agreement, until such time as the Initial Shareholder Nominees and the Successor Shareholder Nominees together comprise a number of Directors which is one-third (rounding down to the nearest whole Director) of the Board, the Shareholder shall provide notice to the Company in writing sixty (60) days prior to each annual meeting of the Company's shareholders ("Successor Shareholder Nominee Notice"), indicating (i) any the name of the five most senior executives of the Investor person(s) it has designated to become Director(s) (as determined by the Investor in its reasonable discretion) "Successor Shareholder Nominees" and together with Initial Shareholder Nominees, "Shareholder Nominees"), if any, (ii) the head class of Directors to which each such Successor Shareholder Nominee shall be assigned, and (iii) all information required by Regulation 14A and Schedule 14A under the Exchange Act with respect to each such Successor Shareholder Nominee. (e) The Shareholder shall consult with the Company in connection with the identity of any proposed Shareholder Nominee. In the event the Company is advised in writing by its outside counsel that a proposed Shareholder Nominee would not be qualified under the Company's Charter or By-Laws or any applicable statutory or regulatory standards to serve as a Director, or if the Company otherwise reasonably objects to a proposed Shareholder Nominee, including without limitation because such Shareholder Nominee either (i) is a director or officer of a direct competitor of the Investor's Agricultural Products businessCompany or (ii) has engaged in any adverse conduct that would require disclosure under Item 7 of Schedule 14A promulgated under the Exchange Act, so long as the Shareholder agrees to withdraw such proposed Shareholder Nominee and nominate a replacement therefor (which replacement would be subject to the following proviso) such business is owned by the Investor or a Subsidiary of the Investor, each shall be conclusively deemed to be acceptable to the Board for purposes requirements of this Section 5.1(c4.1(e); and provided, further, that once an Investor Nominee is accepted by, or deemed acceptable to, the Board, such person shall thereafter be conclusively deemed to be acceptable pursuant to this Agreement (together with such persons specified in the foregoing clauses (i) and (ii), the "Pre-Approved Persons"). Any such objection by the Company to a proposed Investor Nominee must be made no later than five Business Days one (1) month after the Investor delivers Shareholder first informs the applicable Investor Nominee Notice for Company of the identity of the proposed Investor Shareholder Nominee; provided, however, that the Company shall in all cases notify the Investor Shareholder of any such objection sufficiently in advance of the date on which proxy materials are mailed by the Company in connection with such election of directors to enable the Investor Shareholder to propose an alternate Investor Shareholder Nominee pursuant to and in accordance with the terms of this Agreement. Prior to the occurrence of a Regulatory Change, no more than one Shareholder Nominee may be a director, officer or employee of the Shareholder. Following the occurrence of a Regulatory Change, no more than two (2) Shareholder Nominees may be directors, officers or employees of the Shareholder. (df) The During the term of this Agreement the Company agrees, subject to Section 5.1(c) above and Section 5.2 below, agrees to include such Investor each Shareholder Nominee to be added to or retained on the Board pursuant to this Agreement in the slate of nominees recommended by the Board to the Company's shareholders for election as Directors and shall use its reasonable best efforts to cause the election or reelection of each such Investor Shareholder Nominee to the Board at each meeting of shareholders at which such Investor Nominee is up for electionBoard, including soliciting proxies in favor of the election of such persons, it being understood that efforts consistent with those used for other members of the slate recommended by the Board shall be deemed reasonable. In the event that, notwithstanding the provisions of this Section 5.1(d), any one or more Investor Nominees is not elected to the Board then, at the written request of the Investor made within 30 days after the date of the shareholder meeting at which such Investor Nominee was not elected, either, as directed by the Investor, . (ag) the Company shall promptly call a special meeting of the Company's shareholders proposing the election of such Investor Nominees not elected to the Board or an alternative Investor Nominee as may be designated by the Investor in accordance with Section 5.1 and in connection with such special meeting shall use its reasonable efforts to cause the election of such Investor Nominees by the shareholders of the Company, including recommending the election of such Investor Nominees and soliciting proxies in favor of the election of such Investor Nominees by the shareholders of the Company; or (b) the Company shall appoint another individual selected by the Investor, who shall be a Fully Independent Director and shall otherwise qualify under Section 5.1(c), as an additional Director of the Company who shall serve for a term co-extensive with the term such Investor Nominee would have served if such Investor Nominee had been elected (provided that the Investor shall cause such additional Director to resign at such time as an Investor Nominee is elected to the Board seat that would have been held by the Investor Nominee whose failure to be elected triggered the Investor's right to designate such additional Director). In connection with the expiration of During the term of office of any Fully Independent Director appointed in accordance with the foregoing clause (b), the Investor shall be free to designate an Investor Nominee in accordance with this Section 5.1 to replace such Fully Independent Director. In the event the Investor elects to call a special meeting of stockholders pursuant to clause (a), the Company shall, until such time as the Investor Nominee being proposed by the Investor is elected Agreement and prior to the Boardoccurrence of a Regulatory Change, invite such Investor but not thereafter, no Shareholder Nominee who was not elected to the Board to attend meetings shall chair a committee of the Board as an observer and the Company no Shareholder Nominee shall afford to such Investor Nominee, on as nearly equivalent basis as is possible (other than the right to vote) as would have been the case if such Investor Nominee had been elected to the Board, the opportunity to meaningfully participate in, express views with respect to and have influence serve on the deliberations Nominating Committee of the Board, including through receipt, at . Following the same time as occurrence of a Regulatory Change and during the Board receives the same, term of all information and material as is distributed to the Board. Notwithstanding the foregoing, if at any time as a result of the failure of all Investor Nominees designated by the Investor who are not Independent Directors or Fully Independent Directors to be elected to the Board as provided in this Section 5.1Agreement, the Investor Nominees shall consist entirely of Independent Directors and Fully Independent Directors, the Investor Shareholder shall be entitled to designate one individual who is an officer, employee or director Shareholder Nominees to be members of the Investor and who qualifies as an Investor Nominee under Section 5.1(c) to serve as an observer at the meetings each committee of the Board in accordance with (including without limitation the foregoing sentence until such time as an Investor Nominee designated executive committee, the audit committee, the nominating committee and the executive compensation committee), and to fill any vacancies caused by the Investor departure of Shareholder Nominees from any such committees if no other Shareholder Nominee is a member of such committee, for so long as Shareholder Nominees are not represented pro rata, based on the number of Directors who is not an Independent Director or a Fully Independent Director shall be elected by the shareholders of the Company are Shareholder Nominees (rounding down to the Board provided that the foregoing right to designate an observer shall not apply if the Investor shall have (without being required by this Agreement to do so) designated for election to the Board pursuant to Section 5.1(a) only Investor Nominees who were Independent Directors or a Fully Independent Director. If the Board of Directors shall cease to be a classified board, the Investor shall be entitled to present to the Board of Directors or the Nominating Committee thereof the full number of Investor Nominees for election to the Board of Directors at each annual meeting of shareholders of the Company contemplated by paragraph (a) above (without regard to the provisions regarding classes of directors contained therein). At the direction of the Investor, the Company shall use reasonable efforts to cause the removal from the Board of Directors of any Investor Nominee (other than an Independent Director or Fully Independent nearest whole Director). (e) The Investor agrees, with respect to the extent required by Iowa law, to cause the Investor Nominees to comply with the standards for recusal from Board meetings applicable to all members each committee of the Board. Except for any Investor Nominee who is an Independent Director or a Fully Independent Director, the Investor acknowledges that the Investor Nominees to the Board will not be entitled to receive any compensation as directors.

Directors Designated by the Shareholder. (a) Immediately following the Closing, the Board shall appoint as additional Directors the cause two (2) Investor Nominees of the Company's ten (as defined in Section 5.1(b10) below) who have been directors to be designated by the Investor Shareholder in the Investor Initial Shareholder Nominee Notice (as defined in Section 5.1(b4.1(b) below) attached as Exhibit D hereto (B hereto. Upon the "Initial Investor Nominee Notice"). One Investor Nominee shall be placed in the class existence of Directors next standing for electiona Regulatory Change, and the remaining Investor Nominee shall be placed in the class of Directors next but one standing for election. In addition, if at any time following the annual meeting of shareholders to be held in January 1999, the number of members constituting the entire Board of Directors shall equal or exceed 15, including the Investor Nominees appointed pursuant to the previous sentence, the Investor shall be entitled to designate pursuant to an Investor Nominee Notice, and the Board shall appoint additional Initial Shareholder Nominees as designated by the Shareholder in an additional Initial Shareholder Nominee Notice in a number sufficient to ensure that Shareholder Nominees comprise a number of Directors which is at least 22% of the existing Board seats except (i) if the Shareholder shall otherwise elect or (ii) if the Shareholder (including any Person (who shall be reasonably acceptable to Company) (a "Transferee" and together with the Shareholder, the "Nominating Group") who has been transferred Securities (including any dividends issued pursuant to the Board, an additional Investor Nominee Convertible Preference Stock) in excess of five percent (5%) of the Company's issued and outstanding Common Stock) shall be deemed to beneficially own (as determined in accordance with the provisions Exchange Act) in the aggregate less than ten percent (10%) of the Company's issued and outstanding Common Stock (the "Board Decrease Threshold"). If the Nominating Group shall be deemed to beneficially own less than the Board Decrease Threshold, the Nominating Group will only be permitted to appoint one director to the Board pursuant to this Section 4 (and, in any event, no less than 11% of the existing Board seats). If the Nominating Group shall be deemed to beneficially own in the aggregate less than five percent (5, provided that, for purposes %) of this sentence (but not for purposes of requiring the resignation of any Investor Nominee pursuant to Section 5.2(w))Company's issued and outstanding Common Stock, the number of directors constituting Nominating Group shall cease to have any right to representation on the entire Board of Directors at any time after the annual meeting of shareholders to be held in January 2000 shall exclude any Director who has advised (and not withdrawn) the Company of his or her intention, or would be scheduled pursuant to the policies of the Company, to retire or resign from the Board within 12 months of the date as of which the determination pursuant to this sentence is being made; provided, further, that no such Director Section 4. Such additional Initial Shareholder Nominees shall be excluded for purposes of determining distributed among the number of directors constituting the entire Board for a period of greater than 12 consecutive months until he or she no longer serves as a member of the Board. Any such additional Investor Nominee shall be placed in the class classes of Directors which does not include an Investor Nomineeas evenly as possible. In the event of a vacancy caused by the disqualification, removal, resignation or other cessation of service of any Investor Initial Shareholder Nominee from the Board, the Board shall elect appoint as a Director (to serve until the Company's immediately succeeding annual meeting of shareholders) a new Investor Initial Shareholder Nominee who has been designated by the Investor Shareholder in an additional Investor Initial Shareholder Nominee Notice that has been provided to the Company at least seven (7) days prior to the date of a regular meeting of the Board. The Investor shall nominate each Investor Nominee pursuant Company agrees to an additional Investor Nominee Notice use best efforts to obtain shareholder approval to amend its bylaws to decrease the size of its board of directors in advance accordance with the plan attached to Exhibit D of each meeting of shareholders at which the Securities Purchase Agreement (and the Shareholder agrees to consent to such Investor Nominee is to be electedamendment). (b) The Investor Shareholder shall provide notice to the Company (the "Investor Initial Shareholder Nominee Notice") as required by Section 5.1(a4.1(a) above for each Investor Nomineeabove, which notice shall contain the following information: (i) the name of the person(s) it has designated to become Director(s) (the "Investor Initial Shareholder Nominees"), and (ii) all information required by Regulation 14A and Schedule 14A under the Exchange Act with respect to each such Investor Initial Shareholder Nominee. Subject to Section 5.1(c) below, (x) if there shall be two or fewer Investor Nominees, such Investor Nominees may be any person designated by the Investor, including persons who are officers, directors or employees of the Investor; and (y) if there shall be three Investor Nominees, two of such Investor Nominees may be persons described in clause (x) above and one Investor Nominee shall be an Independent Director. (c) Any proposed Investor Nominee shall be After the existence of a person acceptable Regulatory Change, until such time as the Initial Shareholder Nominees and the Successor Shareholder Nominees (as defined in Section 4.1(d) below) together comprise a number of Directors which is at least 22% (rounding up to the nearest whole Director) of the Board, at the first annual meeting of shareholders of the Company following the notice of Regulatory Change and at each subsequent annual meeting of shareholders of the Company at which (i) the term of any Director is to expire or (ii) a vacancy is caused by the removal, resignation, retirement, death, disability or disqualification or other cessation of service of any Director, the Company shall at its option (i) cause such directorship to remain vacant, with the size of the Board correspondingly being reduced, or (ii) designate as a replacement Director a Successor Shareholder Nominee to be included in its reasonable discretion prior the slate of nominees recommended by the Board to the initial appointment, or election, Company's shareholders for election as Directors and use its best efforts to cause the case may be election of each Investor such Successor Shareholder Nominee to the Board; provided, that including soliciting proxies in favor of the election of such persons. The Successor Shareholder Nominees shall be divided as nearly equally as possible among all the classes of Directors, as specified in the Successor Shareholder Nominee Notice (as defined in Section 4.1(d) below). (d) Following the existence of a Regulatory Change, until such time as the Initial Shareholder Nominees and the Successor Shareholder Nominees together comprise a number of Directors which is (rounding up to the nearest whole Director) at any time least 22% of the Board, the Shareholder shall provide notice to the Company in writing sixty (60) days prior to each annual meeting of the Company's shareholders ("Successor Shareholder Nominee Notice"), indicating (i) any the name of the five most senior executives of the Investor person(s) it has designated to become Director(s) (as determined by the Investor in its reasonable discretion) "Successor Shareholder Nominees" and together with Initial Shareholder Nominees, "Shareholder Nominees"), if any, (ii) the head class of Directors to which each such Successor Shareholder Nominee shall be assigned, and (iii) all information required by Regulation 14A and Schedule 14A under the InvestorExchange Act with respect to each such Successor Shareholder Nominee. (e) The Shareholder shall consult with the Company in connection with the identity of any proposed Shareholder Nominee. In the event the Company is advised in writing by its outside counsel that a proposed Shareholder Nominee would not be qualified under the Company's Agricultural Products businessCharter or By-Laws or any applicable statutory or regulatory standards to serve as a Director, so long as or if the Company otherwise reasonably objects to a proposed Shareholder Nominee, including without limitation because such Shareholder Nominee has engaged in any adverse conduct that would require disclosure under Item 7 of Schedule 14A promulgated under the Exchange Act, the Shareholder agrees to withdraw such proposed Shareholder Nominee and nominate a replacement therefor (which replacement would be subject to the following proviso) such business is owned by the Investor or a Subsidiary of the Investor, each shall be conclusively deemed to be acceptable to the Board for purposes requirements of this Section 5.1(c4.1(e); and provided, further, that once an Investor Nominee is accepted by, or deemed acceptable to, the Board, such person shall thereafter be conclusively deemed to be acceptable pursuant to this Agreement (together with such persons specified in the foregoing clauses (i) and (ii), the "Pre-Approved Persons"). Any such objection by the Company to a proposed Investor Nominee must be made no later than five Business Days fifteen (15) days after the Investor delivers Shareholder first informs the applicable Investor Nominee Notice for Company of the identity of the proposed Investor Shareholder Nominee; provided, however, that the Company shall in all cases notify the Investor Shareholder of any such objection sufficiently in advance of the date on which proxy materials are mailed by the Company in connection with such election of directors to enable the Investor Shareholder to propose an alternate Investor Shareholder Nominee pursuant to and in accordance with the terms of this Agreement. (df) The Company agrees, subject to Section 5.1(c) above and Section 5.2 below, agrees to include such Investor each Shareholder Nominee to be added to or retained on the Board pursuant to this Agreement in the slate of nominees recommended by the Board to the Company's shareholders for election as Directors and shall use its reasonable best efforts to cause the election or reelection of each such Investor Shareholder Nominee to the Board at each meeting of shareholders at which such Investor Nominee is up for electionBoard, including soliciting proxies in favor of the election of such persons, it being understood that efforts consistent with those used for other members of the slate recommended by the Board shall be deemed reasonable. In the event that, notwithstanding the provisions of this Section 5.1(d), any one or more Investor Nominees is not elected . (g) Prior to the Board thenoccurrence of a Regulatory Change, at the written request but not thereafter, no Shareholder Nominee shall (i) act as a Chairman of the Investor made within 30 days after the date of the shareholder meeting at which such Investor Nominee was not elected, either, as directed by the Investor, (a) the Company shall promptly call a special meeting of the Company's shareholders proposing the election of such Investor Nominees not elected to the Board or an alternative Investor Nominee as may be designated by (ii) chair the Investor in accordance with Section 5.1 and in connection with such special meeting shall use its reasonable efforts to cause the election of such Investor Nominees by the shareholders of the CompanyNominating Committee, including recommending the election of such Investor Nominees and soliciting proxies in favor of the election of such Investor Nominees by the shareholders of the Company; Compensation Committee or (b) the Company shall appoint another individual selected by the Investor, who shall be a Fully Independent Director and shall otherwise qualify under Section 5.1(c), as an additional Director of the Company who shall serve for a term co-extensive with the term such Investor Nominee would have served if such Investor Nominee had been elected (provided that the Investor shall cause such additional Director to resign at such time as an Investor Nominee is elected to the Board seat that would have been held by the Investor Nominee whose failure to be elected triggered the Investor's right to designate such additional Director). In connection with the expiration of the term of office of any Fully Independent Director appointed in accordance with the foregoing clause (b), the Investor shall be free to designate an Investor Nominee in accordance with this Section 5.1 to replace such Fully Independent Director. In the event the Investor elects to call a special meeting of stockholders pursuant to clause (a), the Company shall, until such time as the Investor Nominee being proposed by the Investor is elected to the Board, invite such Investor Nominee who was not elected to the Board to attend meetings of the Board as an observer and the Company shall afford to such Investor Nominee, on as nearly equivalent basis as is possible (other than the right to vote) as would have been the case if such Investor Nominee had been elected to the Board, the opportunity to meaningfully participate in, express views with respect to and have influence on the deliberations Executive Committee of the Board, including through receipt, at the same time as the Board receives the same, of all information and material as is distributed to the Board. Notwithstanding the foregoing, if at any time as a result of the failure of all Investor Nominees designated by the Investor who are not Independent Directors or Fully Independent Directors to be elected to the Board as provided in this Section 5.1, the Investor Nominees shall consist entirely of Independent Directors and Fully Independent Directors, the Investor shall be entitled to designate one individual who is an officer, employee or director of the Investor and who qualifies as an Investor Nominee under Section 5.1(c) to serve as an observer at the meetings of the Board in accordance with the foregoing sentence until such time as an Investor Nominee designated by the Investor who is not an Independent Director or a Fully Independent Director shall be elected by the shareholders of the Company to the Board provided that the foregoing right to designate an observer shall not apply if the Investor shall have (without being required by this Agreement to do so) designated for election to the Board pursuant to Section 5.1(a) only Investor Nominees who were Independent Directors or a Fully Independent Director. If the Board of Directors shall cease to be a classified board, the Investor shall be entitled to present to the Board of Directors or the Nominating Committee thereof the full number of Investor Nominees for election to the Board of Directors at each annual meeting of shareholders of the Company contemplated by paragraph (a) above (without regard to the provisions regarding classes of directors contained therein). At the direction of the Investor, the Company shall use reasonable efforts to cause the removal from the Board of Directors of any Investor Nominee (other than an Independent Director or Fully Independent Director). (e) The Investor agrees, to the extent required by Iowa law, to cause the Investor Nominees to comply with the standards for recusal from Board meetings applicable to all members of the Board. Except for any Investor Nominee who is an Independent Director or a Fully Independent Director, the Investor acknowledges that the Investor Nominees to the Board will not be entitled to receive any compensation as directors.

Directors Designated by the Shareholder. (a) Immediately following the Closing, the Board shall expand the size of the Board by two (2) Directors and shall appoint as additional Directors the two (2) Investor Initial Shareholder Nominees (as defined in Section 5.1(b4.1(b) below) who have been designated by the Investor Shareholder in the Investor Initial Shareholder Nominee Notice (as defined in Section 5.1(b4.1(b) below) attached as Exhibit D hereto (the "Initial Investor Nominee Notice")C hereto. One Investor Initial Shareholder Nominee shall be placed in the class of Directors next standing for election, and the remaining Investor Initial Shareholder Nominee shall be placed in the class of Directors next but one standing for election. In addition, if at any time Immediately following the annual meeting occurrence of shareholders to be held in January 1999a Regulatory Change, the number of members constituting the entire Board of Directors shall equal or exceed 15, including the Investor Nominees appointed pursuant to the previous sentence, the Investor shall be entitled to designate pursuant to an Investor Nominee Notice, and the Board shall expand the Board as may be necessary and shall appoint to additional Initial Shareholder Nominees as designated by the Board, Shareholder in an additional Investor Initial Shareholder Nominee Notice in accordance with the provisions of this Section 5, provided that, for purposes of this sentence (but not for purposes of requiring the resignation of any Investor Nominee pursuant a number sufficient to Section 5.2(w)), the ensure that Shareholder Nominees comprise a number of directors constituting the entire Board of Directors at any time after the annual meeting of shareholders to be held in January 2000 shall exclude any Director who has advised (and not withdrawn) the Company of his or her intention, or would be scheduled pursuant to the policies of the Company, to retire or resign from the Board within 12 months of the date as of which the determination pursuant to this sentence is being made; provided, further, that no such Director shall be excluded for purposes of determining the number of directors constituting the entire Board for a period of greater than 12 consecutive months until he or she no longer serves as a member of the Board. Any such additional Investor Nominee shall be placed in the class of Directors which does not include an Investor Nomineeis (x) 4 Directors if the total size of the Board is 14 or fewer Directors (excluding any Shareholder Nominees) or (y) one-third (rounding down to the nearest whole Director) of the Board if the total size of the Board is more than 14 Directors (excluding any Shareholder Nominees). Such additional Initial Shareholder Nominees shall be distributed among the classes of Directors as evenly as possible. In the event of a vacancy caused by the disqualification, removal, resignation or other cessation of service of any Investor Initial Shareholder Nominee from the Board, the Board shall elect as a Director (to serve until the Company's immediately succeeding annual meeting of shareholders) a new Investor Initial Shareholder Nominee who has been designated by the Investor Shareholder in an additional Investor Initial Shareholder Nominee Notice that has been provided to the Company at least seven (7) days prior to the date of a regular meeting of the Board. The Investor shall nominate each Investor Nominee pursuant to an additional Investor Nominee Notice in advance of each meeting of shareholders at which such Investor Nominee is to be elected. (b) The Investor Shareholder shall provide notice to the Company (the "Investor Initial Shareholder Nominee Notice") as required by Section 5.1(a4.1 (a) above for each Investor Nomineeabove, which notice shall contain the following information: (i) the name of the person(s) it has designated to become Director(s) (the "Investor Initial Shareholder Nominees"), and (ii) all information required by Regulation 14A and Schedule 14A under the Exchange Act with respect to each such Investor Initial Shareholder Nominee. Subject to Section 5.1(c) below, (x) if there shall be two or fewer Investor Nominees, such Investor Nominees may be any person designated by the Investor, including persons who are officers, directors or employees of the Investor; and (y) if there shall be three Investor Nominees, two of such Investor Nominees may be persons described in clause (x) above and one Investor Nominee shall be an Independent Director. (c) Any proposed Investor Nominee shall be Following the occurrence of a person acceptable Regulatory Change and during the term of this Agreement, until such time as the Initial Shareholder Nominees and the Successor Shareholder Nominees (as defined in Section 4.1(d) below) together comprise a number of Directors which is one-third (rounding down to the nearest whole Director) of the Board, at the first annual meeting of shareholders of the Company following the occurrence of a Regulatory Change and at each subsequent annual meeting of shareholders of the Company at which (i) the term of any Director is to expire or (ii) a vacancy is caused by the removal, resignation, retirement, death, disability or disqualification or other cessation of service of any Director, the Company shall at its option (i) cause such directorship to remain vacant, with the size of the Board correspondingly being reduced, or (ii) designate as a replacement Director a Successor Shareholder Nominee to be included in its reasonable discretion prior the slate of nominees recommended by the Board to the initial appointment, or election, Company's shareholders for election as Directors and use its best efforts to cause the case may be election of each Investor such Successor Shareholder Nominee to the Board; provided, that at any including soliciting proxies in favor of the election of such persons. The Successor Shareholder Nominees shall be divided as nearly equally as possible among all the classes of Directors, as specified in the Successor Shareholder Nominee Notice (as defined in Section 4.1 (d) below). (d) Following the occurrence of a Regulatory Change and during the term of this Agreement, until such time as the Initial Shareholder Nominees and the Successor Shareholder Nominees together comprise a number of Directors which is one-third (rounding down to the nearest whole Director) of the Board, the Shareholder shall provide notice to the Company in writing sixty (60) days prior to each annual meeting of the Company's shareholders ("Successor Shareholder Nominee Notice"), indicating (i) any the name of the five most senior executives of the Investor person(s) it has designated to become Director(s) (as determined by the Investor in its reasonable discretion) "Successor Shareholder Nominees" and together with Initial Shareholder Nominees, "Shareholder Nominees"), if any, (ii) the head class of Directors to which each such Successor Shareholder Nominee shall be assigned, and (iii) all information required by Regulation 14A and Schedule 14A under the Exchange Act with respect to each such Successor Shareholder Nominee. (e) The Shareholder shall consult with the Company in connection with the identity of any proposed Shareholder Nominee. In the event the Company is advised in writing by its outside counsel that a proposed Shareholder Nominee would not be qualified under the Company's Charter or By-laws or any applicable statutory or regulatory standards to serve as a Director, or if the Company otherwise reasonably objects to a proposed Shareholder Nominee, including without limitation because such Shareholder Nominee either (i) is a director or officer of a direct competitor of the Investor's Agricultural Products business, so long as Company or (ii) has engaged in any adverse conduct that would require disclosure under Item 7 of Schedule 14A promulgated under the Exchange Act the Shareholder agrees to withdraw such proposed Shareholder Nominee and nominate a replacement therefor (which replacement would be subject to the following proviso) such business is owned by the Investor or a Subsidiary of the Investor, each shall be conclusively deemed to be acceptable to the Board for purposes requirements of this Section 5.1(c4.1(e); and provided, further, that once an Investor Nominee is accepted by, or deemed acceptable to, the Board, such person shall thereafter be conclusively deemed to be acceptable pursuant to this Agreement (together with such persons specified in the foregoing clauses (i) and (ii), the "Pre-Approved Persons"). Any such objection by the Company to a proposed Investor Nominee must be made no later than five Business Days one (1) month after the Investor delivers Shareholder first informs the applicable Investor Nominee Notice for Company of the identity of the proposed Investor Shareholder Nominee; provided, however, that the Company shall in all cases notify the Investor Shareholder of any such objection sufficiently in advance of the date on which proxy materials are mailed by the Company in connection with such election of directors to enable the Investor Shareholder to propose an alternate Investor Shareholder Nominee pursuant to and in accordance with the terms of this Agreement. Prior to the occurrence of a Regulatory Change, no more than one Shareholder Nominee may be a director, officer or employee of the Shareholder. Following the occurrence of a Regulatory Change, no more than two (2) Shareholder Nominees may be directors, officers or employees of the Shareholder. (df) The During the term of this Agreement the Company agrees, subject to Section 5.1(c) above and Section 5.2 below, agrees to include such Investor each Shareholder Nominee to be added to or retained on the Board pursuant to this Agreement in the slate of nominees recommended by the Board to the Company's shareholders for election as Directors and shall use its reasonable best efforts to cause the election or reelection of each such Investor Shareholder Nominee to the Board at each meeting of shareholders at which such Investor Nominee is up for electionBoard, including soliciting proxies in favor of the election of such persons, it being understood that efforts consistent with those used for other members of the slate recommended by the Board shall be deemed reasonable. In the event that, notwithstanding the provisions of this Section 5.1(d), any one or more Investor Nominees is not elected to the Board then, at the written request of the Investor made within 30 days after the date of the shareholder meeting at which such Investor Nominee was not elected, either, as directed by the Investor, . (ag) the Company shall promptly call a special meeting of the Company's shareholders proposing the election of such Investor Nominees not elected to the Board or an alternative Investor Nominee as may be designated by the Investor in accordance with Section 5.1 and in connection with such special meeting shall use its reasonable efforts to cause the election of such Investor Nominees by the shareholders of the Company, including recommending the election of such Investor Nominees and soliciting proxies in favor of the election of such Investor Nominees by the shareholders of the Company; or (b) the Company shall appoint another individual selected by the Investor, who shall be a Fully Independent Director and shall otherwise qualify under Section 5.1(c), as an additional Director of the Company who shall serve for a term co-extensive with the term such Investor Nominee would have served if such Investor Nominee had been elected (provided that the Investor shall cause such additional Director to resign at such time as an Investor Nominee is elected to the Board seat that would have been held by the Investor Nominee whose failure to be elected triggered the Investor's right to designate such additional Director). In connection with the expiration of During the term of office of any Fully Independent Director appointed in accordance with the foregoing clause (b), the Investor shall be free to designate an Investor Nominee in accordance with this Section 5.1 to replace such Fully Independent Director. In the event the Investor elects to call a special meeting of stockholders pursuant to clause (a), the Company shall, until such time as the Investor Nominee being proposed by the Investor is elected Agreement and prior to the Boardoccurrence of a Regulatory Change, invite such Investor but not thereafter, no Shareholder Nominee who was not elected to the Board to attend meetings shall chair a committee of the Board as an observer and the Company no Shareholder Nominee shall afford to such Investor Nominee, on as nearly equivalent basis as is possible (other than the right to vote) as would have been the case if such Investor Nominee had been elected to the Board, the opportunity to meaningfully participate in, express views with respect to and have influence serve-on the deliberations Nominating Committee of the Board, including through receipt, at . Following the same time as occurrence of a Regulatory Change and during the Board receives the same, term of all information and material as is distributed to the Board. Notwithstanding the foregoing, if at any time as a result of the failure of all Investor Nominees designated by the Investor who are not Independent Directors or Fully Independent Directors to be elected to the Board as provided in this Section 5.1Agreement, the Investor Nominees shall consist entirely of Independent Directors and Fully Independent Directors, the Investor Shareholder shall be entitled to designate one individual who is an officer, employee or director Shareholder Nominees to be members of the Investor and who qualifies as an Investor Nominee under Section 5.1(c) to serve as an observer at the meetings each committee of the Board in accordance with (including without limitation the foregoing sentence until such time as an Investor Nominee designated executive committee, the audit committee, the nominating committee and the executive compensation committee), and to fill any vacancies caused by the Investor departure of Shareholder Nominees from any such committees if no other Shareholder Nominee is a member of such committee, for so long as Shareholder Nominees are not repre- sented pro rata, based on the number of Directors who is not an Independent Director or a Fully Independent Director shall be elected by the shareholders of the Company are Shareholder Nominees (rounding down to the Board provided that the foregoing right to designate an observer shall not apply if the Investor shall have (without being required by this Agreement to do so) designated for election to the Board pursuant to Section 5.1(a) only Investor Nominees who were Independent Directors or a Fully Independent Director. If the Board of Directors shall cease to be a classified board, the Investor shall be entitled to present to the Board of Directors or the Nominating Committee thereof the full number of Investor Nominees for election to the Board of Directors at each annual meeting of shareholders of the Company contemplated by paragraph (a) above (without regard to the provisions regarding classes of directors contained therein). At the direction of the Investor, the Company shall use reasonable efforts to cause the removal from the Board of Directors of any Investor Nominee (other than an Independent Director or Fully Independent nearest whole Director). (e) The Investor agrees, with respect to the extent required by Iowa law, to cause the Investor Nominees to comply with the standards for recusal from Board meetings applicable to all members each committee of the Board. Except for any Investor Nominee who is an Independent Director or a Fully Independent Director, the Investor acknowledges that the Investor Nominees to the Board will not be entitled to receive any compensation as directors.