PIONEER HI-BRED INTERNATIONAL, INC.
000 Xxxxxxx Xxxxxx
000 Xxxxxx Xxxxxx
Xxx Xxxxxx, Xxxx 00000
E.I. du Pont de Nemours and Company October __, 1997
Agricultural Products
Xxxxxx Xxxx Xxxxx #00
X.X. Xxx 00000
Xxxxxxxxx: General Counsel
Gentlemen:
Reference is hereby made to the Investment Agreement (the
"Investment Agreement"), dated as of August 6, 1997, between E.I. du Pont
de Nemours and Company ("DuPont") and Pioneer Hi-Bred International, Inc.
(the "Company"). Unless otherwise indicated, capitalized terms used
herein are as defined in the Investment Agreement. The Company has
proposed, and the Board of the Company has recommended for adoption by
the shareholders of the Company, (i) an amendment (the "Reclassification
Amendment") to the Articles of Incorporation of the Company pursuant to
Section 8.8 of the Investment Agreement, in substantially the form
delivered to DuPont with this letter agreement, providing for the
authorization of a new class of Class B Common Stock with the rights,
powers and preferences set forth in the Amendment and providing, upon the
approval of the Amendment by the shareholders of the Company and the
filing of the Amendment with the Secretary of State of the State of Iowa,
for the automatic reclassification of each outstanding share of the
Company's Series A Convertible Preferred Stock into one fully-paid and
non-assessable share of Class B Common Stock, and (ii) an amendment (the
"Authorization Amendment" and together with the Reclassification
Amendment, the "Amendments") to the Articles of Incorporation of the
Company to increase the number of authorized shares of Common Stock,
$1.00 par value, from 150,000,000 shares to 600,000,000 shares.
The Company, DuPont and DuPont Chemical and Energy
Operations, Inc., a wholly-owned subsidiary of DuPont ("DCEO") which owns
all outstanding shares of Series A Convertible Preferred Stock hereby
agree as follows:
1. DuPont and DCEO confirm that the terms of the
Reclassification Amendment satisfy the requirements contained in Section
8.8 of the Investment Agreement and that upon the effectiveness of the
Reclassification Amendment and the reclassification of all shares of
Series A Convertible Preferred Stock into Class B Common Stock pursuant
to the Reclassification Amendment, the Optional Conversion Right set
forth in Section 8.8 of the Investment Agreement shall cease to be of
further force and effect.
2. DuPont and DCEO each agrees that all shares of Series A
Convertible Preferred Stock held by them will, at the meeting of the
Company's shareholders held to approve the Amendments, be voted in favor
of the Amendments.
3. In the event that at any time prior to the
reclassification of the Series A Convertible Preferred Stock into Class B
Common Stock, the Company shall declare and pay a Dividend (as defined in
the Certificate of Designation for the Series A Convertible Preferred
Stock) to holders of Common Stock payable in additional shares of Common
Stock, then, notwithstanding anything to the contrary contained in the
Certificate of Designation, such Dividend shall not be paid on the Series
A Convertible Preferred Stock but instead shall result in an adjustment
to the number of shares of Common Stock issuable upon conversion of the
Series A Convertible Preferred Stock with the same effect as the
adjustment provided in Section 6(c)(i) of the Certificate of Designation
if the Common Stock had been subdivided into the larger number of shares
of Common Stock resulting from such Dividend.
Please acknowledge your agreement to the foregoing by
signing this letter agreement in the space provided below and returning
the same to the undersigned.
Sincerely,
PIONEER HI-BRED INTERNATIONAL, INC.
By: /s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Senior Vice President and
Chief Financial Officer
Agreed to and acknowledged as of the date of this letter agreement:
E.I. DU PONT DE NEMOURS AND COMPANY
By: /s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Vice President
DUPONT CHEMICAL AND ENERGY OPERATIONS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President and Treasurer
