AMENDMENT NO. 4 TO THE RIGHTS AGREEMENT
This AMENDMENT NO. 4 TO THE RIGHTS AGREEMENT, effective as of May 12,
2006 ("Amendment No. 4"), between DELTA AND PINE LAND COMPANY, a Delaware
corporation (the "Company"), and ILLINOIS STOCK TRANSFER COMPANY (the "Rights
Agent"), provides as follows:
WHEREAS, the Company and the Rights Agent are parties to the Rights
Agreement, dated as of August 13, 1996 (as previously amended, the "Rights
Agreement"), specifying the terms of the Rights (as defined therein); and
WHEREAS, the Company and the Rights Agent now desire to make certain
amendments to the Rights Agreement, as more specifically provided herein.
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein set forth, the parties hereby agree as follows:
1. Amendment and Restatement of Section 7(a)(i). Section 7(a)(i) of the Rights
Agreement is hereby amended, restated and replaced in its entirety by the
following:
(i) the close of business on August 30, 2016 (the "Final Expiration
Date");
2. Amendment and Restatement of Section 1(i). Section 1(i) of the Rights
Agreement is hereby amended, restated and replaced in its entirety by the
following:
"Person" means any individual, partnership, firm, corporation, company,
association, trust, unincorporated organization, syndicate or group
(the existence of a "group" being determined in accordance with Rule
13d-5 under the Exchange Act, as the Rule is in effect on the date of
this Agreement including, but not limited to, a Person having any
agreement, arrangement or understanding [whether formal or informal and
whether or not in writing] with any other Person to act together to
acquire, offer to acquire, hold, vote or dispose of any Common Shares
of the Company).
3. No Other Amendments. Except as expressly amended hereby, the terms of the
Rights Agreement will remain in full force and effect in all respects.
4. Governing Law. This Agreement and each Right Certificate issued hereunder
shall be deemed to be a contract made under the laws of the State of Delaware
and for all purposes shall be governed by and construed in accordance with the
laws of such state applicable to contracts to be made and performed entirely
within such state.
5. Counterparts. This Amendment No. 4 may be executed in any number of
counterparts, and each of such counterparts will for all purposes be deemed to
be an original, and all such counterparts will together constitute but one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4
to be executed by their duly authorized representatives as of the date first
above written.
DELTA AND PINE LAND COMPANY ILLINOIS STOCK TRANSFER COMPANY
By: /s/ W. Xxxxxx Xxxxxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
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W. Xxxxxx Xxxxxxxxxx Xxxxxx X. Xxxxxxx
President & Chief Executive Officer President & Chief Executive Officer
[AMENDMENT NO. 4 TO THE RIGHTS AGREEMENT]
