exv4w2






Exhibit 4.2




ARCHER-DANIELS-MIDLAND COMPANY




and




THE BANK OF NEW YORK,




as Trustee




FIRST SUPPLEMENTAL INDENTURE




Dated as of June  , 2008




     THIS FIRST SUPPLEMENTAL INDENTURE, dated as of June  , 2008 (the “First Supplemental
Indenture”), between Archer-Daniels-Midland Company, a corporation duly organized and existing
under the laws of the State of Delaware (the “Company”), and The Bank of New York (as successor to
JPMorgan Chase Bank, N.A.), as trustee (the “Trustee”), amending and supplementing the Indenture,
dated as of September 20, 2006 between the Company and the Trustee, governing the issuance of debt
securities (the “Base Indenture”). The Base Indenture, as amended and supplemented by the First
Supplemental Indenture, shall be referred to herein as the “Indenture.”



RECITALS




     WHEREAS, the Company executed and delivered the Base Indenture to the Trustee to provide for
the future issuance of the Company’s unsecured debentures, notes or other evidences of indebtedness
(the “Securities”), to be issued from time to time in one or more series as might be determined by
the Company under the Base Indenture;



     WHEREAS, clause (7) of Section 901 of the Base Indenture provides for the Company and the
Trustee to enter into an indenture supplemental to the Base Indenture to establish the form or
terms of Securities of any series as permitted by Section 201 and Section 301 of the Base
Indenture;



     WHEREAS, pursuant to Section 301 of the Base Indenture, the Company wishes to provide for the
issuance of a new series of Securities to be known as its      % Debentures due 2041 (the
“Debentures”), the form and terms of such Debentures and the terms, provisions and conditions
thereof to be set forth as provided in this First Supplemental Indenture; and



     WHEREAS, the Company has requested that the Trustee execute and deliver this First
Supplemental Indenture, and all requirements necessary to make this First Supplemental Indenture a
valid, binding and enforceable instrument in accordance with its terms, and to make the Debentures,
when executed by the Company and authenticated and delivered by the Trustee, the valid, binding and
enforceable obligations of the Company, have been done and performed, and the execution and
delivery of this First Supplemental Indenture has been duly authorized in all respects.



     NOW, THEREFORE, in consideration of the covenants and agreements set forth herein and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:



ARTICLE I

DEFINITIONS




     Section 1.01 Relation to Base Indenture. This First Supplemental Indenture constitutes
an integral part of the Base Indenture, and supplements and amends the Base Indenture solely with
respect to the Debentures.



     Section 1.02 Definition of Terms. For all purposes of this First Supplemental
Indenture:



          (a) a term not defined herein that is defined in the Base Indenture has the same meaning when
used in this First Supplemental Indenture;




 









 








          (b) the definition of any term in this First Supplemental Indenture that is also defined in
the Base Indenture shall supersede the definition of such term in the Base Indenture;




          (c) a term not defined herein or in the Base Indenture shall have the meaning set forth in the
Purchase Contract and Pledge Agreement.




          (d) a term defined anywhere in this First Supplemental Indenture has the same meaning
throughout;




          (e) the singular includes the plural and vice versa;




          (f) headings are for convenience of reference only and do not affect interpretation;




          (g) the following terms have the meanings given to them in this Section 1.02(g):




     “Accounting Event” means the receipt by the audit committee of the Company’s board of
directors of a written report in accordance with Statement on Auditing Standards (“SAS”) No. 97,
“Amendment to SAS No. 50—Reports on the Application of Accounting Principles,” from the Company’s
independent registered public accounting firm, provided at the request of management, to the effect
that, as a result of a change in accounting rules, or interpretations thereof, after the date of
original issuance of the Debentures, the Company must either (a) account for the Purchase Contracts
as derivatives under SFAS 133 (or otherwise mark-to-market or measure the fair value of all or any
portion of the Purchase Contracts with changes appearing in the Company’s income statement) or (b)
account for the Units using the if-converted method under SFAS 128, and that such accounting
treatment will cease to apply upon redemption of the Debentures.



     “Applicable Ownership Interest in Debentures” has the meaning set forth in the Purchase
Contract and Pledge Agreement.



     “Applicable Principal Amount” means the aggregate principal amount of the Debentures
underlying the Applicable Ownership Interest in Debentures that are components of the Corporate
Units on the Special Event Redemption Date.



     “Applicable Remarketing Period” has the meaning set forth in the Purchase Contract and Pledge
Agreement.



     “Beneficial Owner” has the meaning set forth in the Purchase Contract and Pledge Agreement.



     “Business Day” has the meaning set forth in the Purchase Contract and Pledge Agreement.



     “Cash Settlement” has the meaning set forth in the Purchase Contract and Pledge Agreement.



     “Collateral Account” has the meaning set forth in the Purchase Contract and Pledge Agreement.



     “Collateral Agent” has the meaning set forth in the Purchase Contract and Pledge Agreement.



     “Collateral Substitution” has the meaning set forth in the Purchase Contract and Pledge
Agreement.



     “Corporate Unit” has the meaning set forth in the Purchase Contract and Pledge Agreement.



     “Coupon Rate” has the meaning set forth in Section 2.05(a).



     “Custodial Agent” has the meaning set forth in the Purchase Contract and Pledge Agreement.



     “Depositary” means a clearing agency registered under Section 17A of the Exchange Act that is
designated to act as depositary for the Global Debentures as contemplated by Section 2.04.



     “Depositary Participant” has the meaning set forth in the Purchase Contract and Pledge
Agreement.



     “Early Settlement” has the meaning set forth in the Purchase Contract and Pledge Agreement.



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     “Failed Final Remarketing” has the meaning set forth in the Purchase Contract and Pledge
Agreement.



     “Failed Optional Remarketing” has the meaning set forth in the Purchase Contract and Pledge
Agreement.



     “Failed Remarketing” has the meaning set forth in the Purchase Contract and Pledge Agreement.



     “Final Remarketing” has the meaning set forth in the Purchase Contract and Pledge Agreement.



     “Final Remarketing Period” has the meaning set forth in the Purchase Contract and Pledge
Agreement.



     “Fundamental Change Early Settlement” has the meaning set forth in the Purchase Contract and
Pledge Agreement.



     “Global Debenture” has the meaning set forth in Section 2.04.



     “Interest Payment Date” means a Quarterly Interest Payment Date or a Semiannual Interest
Payment Date, as applicable.



     “Interest Period” means, with respect to any Interest Payment Date, the period from and
including the immediately preceding Interest Payment Date on which interest was paid or duly
provided for (or if none, the date hereof) to, but excluding, such Interest Payment Date.



     “Maturity Date” has the meaning set forth in Section 2.02.



     “Optional Redemption” means the redemption of the Debentures pursuant to the terms of Section
3.02.



     “Optional Redemption Date” has the meaning set forth in Section 3.02.



     “Optional Remarketing” has the meaning set forth in the Purchase Contract and Pledge
Agreement.



     “Optional Remarketing Period” has the meaning set forth in the Purchase Contract and Pledge
Agreement.



     “Person” means a legal person, including any individual, corporation, estate, partnership,
joint venture, association, joint-stock company, limited liability company, trust, unincorporated
organization or government or any agency or political subdivision thereof or any other entity of
whatever nature.



     “Pledged Applicable Ownership Interests in Debentures” has the meaning set forth in the
Purchase Contract and Pledge Agreement.



     “Purchase Contract” has the meaning set forth in the Purchase Contract and Pledge Agreement.



     “Purchase Contract Agent” has the meaning set forth in the Purchase Contract and Pledge
Agreement.



     “Purchase Contract and Pledge Agreement” means the Purchase Contract and Pledge Agreement,
dated as of June  , 2008, among the Company, The Bank of New York, as Purchase Contract Agent,
and attorney-in-fact for Holders of the Purchase Contract, and The Bank of New York, as Collateral
Agent, Custodial Agent and Securities Intermediary, as amended from time to time.



     “Purchase Contract Settlement Date” has the meaning set forth in the Purchase Contract and
Pledge Agreement.



     “Put Price” has the meaning set forth in Section 8.05(a).



     “Put Right” has the meaning set forth in Section 8.05(a).



     “Quarterly Interest Payment Date” has the meaning set forth in Section 2.05(b)(i).



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     “Quotation Agent” means any primary U.S. government securities dealer selected by the Company.



     “Redemption” means either an Optional Redemption or a Special Event Redemption.



     “Redemption Amount” means, for each Debenture, an amount equal to the product of the principal
amount of such Debenture and a fraction, the numerator of which is the Treasury Portfolio Purchase
Price and the denominator of which is the Applicable Principal Amount; provided that in no event
shall the Redemption Amount for any Debenture be less than the principal amount of such Debenture.



     “Redemption Date” means either the Optional Redemption Date or Special Event Redemption Date.



     “Redemption Price” means, for each Debenture, (i) in the event of a Special Event Redemption,
the Redemption Amount and (ii) in the event of an Optional Redemption, the principal amount, in
each case plus any accrued and unpaid interest on such Debenture to, but excluding, the applicable
Redemption Date.



     “Regular Record Date” means, with respect to any Interest Payment Date for the Debentures, the
fifteenth day of the calendar month preceding the calendar month in which such Interest Payment
Date falls regardless of whether such day is a Business Day.



     “Remarketed Debentures” means, with respect to all Remarketings during any Applicable
Remarketing Period, the aggregate Debentures underlying the Pledged Applicable Ownership Interests
in Debentures and the Separate Debentures, if any, subject to Remarketing as identified to the
Remarketing Agent by the Purchase Contract Agent and the Custodial Agent, respectively, in each
case by 11:00 a.m., New York City time, in the case of an Optional Remarketing, or promptly after
5:00 p.m., New York City time, in the case of a Final Remarketing, on the Business Day prior to the
first day of the Applicable Remarketing Period in accordance with the Purchase Contract and Pledge
Agreement and shall include: (a) the Debentures underlying the Pledged Applicable Ownership
Interests in Debentures of the holders of Corporate Units who have not effected a Collateral
Substitution, Early Settlement or a Fundamental Change Early Settlement prior to the second
Business Day preceding such Applicable Remarketing Period, and, in the case of a Final Remarketing,
holders of Corporate Units who have not notified the Purchase Contract Agent prior to 5:00 p.m.,
New York City time, on the second Business Day immediately preceding the first day of the Final
Remarketing Period of their intention to effect a Cash Settlement of the related Purchase Contracts
pursuant to the terms of the Purchase Contract and Pledge Agreement or who have so notified the
Purchase Contract Agent but failed to make the required cash payment prior to 5:00 p.m., New York
City time, on the Business Day immediately preceding the first day of the Final Remarketing Period,
and (b) the Separate Debentures of the holders of Separate Debentures, if any, who have elected to
have their Separate Debentures remarketed in such Remarketing pursuant to the terms of the Purchase
Contract and Pledge Agreement.



     “Remarketing” has the meaning set forth in the Purchase Contract and Pledge Agreement.



     “Remarketing Agent(s)” means the nationally recognized investment banking firm(s) to be
appointed by the Company, or any successor thereto or replacement Remarketing Agent(s) appointed by
the Company, pursuant to the Remarketing Agreement.



     “Remarketing Agreement” means the Remarketing Agreement to be entered into among the Company
and the Remarketing Agent(s) and The Bank of New York, as Purchase Contract Agent, substantially in
the form attached to the Purchase Contract and Pledge Agreement as Exhibit P, as amended from time
to time in accordance with its terms.



     “Remarketing Date” has the meaning set forth in the Purchase Contract and Pledge Agreement.



     “Remarketing Price” has the meaning set forth in the Purchase Contract and Pledge Agreement.



     “Remarketing Settlement Date” has the meaning set forth in the Purchase Contract and Pledge
Agreement.



     “Reset Rate” has the meaning set forth in the Purchase Contract and Pledge Agreement.



     “Semiannual Interest Payment Date” has the meaning set forth in Section 2.05(b)(ii).



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     “Separate Debentures” has the meaning set forth in the Purchase Contract and Pledge Agreement.



     “Special Event” shall mean either a Tax Event or an Accounting Event.



     “Special Event Redemption” means a redemption effected in connection with and as a result of
the occurrence of a Special Event pursuant to Section 3.01.



     “Special Event Redemption Date” has the meaning set forth in Section 3.01.



     “Successful Optional Remarketing” has the meaning set forth in the Purchase Contract and
Pledge Agreement.



     “Successful Remarketing” has the meaning set forth in the Purchase Contract and Pledge
Agreement.



     “Tax Event” means the receipt by the Company of an opinion of counsel, rendered by a law firm
having a recognized national tax practice, to the effect that, as a result of any amendment to,
change in or announced proposed change in the laws (or any regulations thereunder) of the United
States or any political subdivision or taxing authority thereof or therein, or as a result of any
official administrative decision, pronouncement, judicial decision or action interpreting or
applying such laws or regulations, which amendment or change is effective or which proposed change,
pronouncement, action or decision is announced on or after the date of issuance of the Debentures,
there is more than an insubstantial increase in the risk that interest payable by the Company on
the Debentures is not, or within 90 days of the date of such opinion, will not be, deductible by
the Company, in whole or in part, for United States federal income tax purposes.



     “Termination Event” has the meaning set forth in the Purchase Contract and Pledge Agreement.



     “Treasury Portfolio” means a portfolio of U.S. Treasury securities (or principal or interest
strips thereof) that mature on or prior to May 31, 2011 in an aggregate amount at maturity equal to
the Applicable Principal Amount and with respect to each scheduled Interest Payment Date on the
Debentures that occurs after the Special Event Redemption Date, to and including the Purchase
Contract Settlement Date, U.S. Treasury securities (or principal or interest strips thereof) that
mature on or prior to the Business Day immediately preceding such scheduled Interest Payment Date
in an aggregate amount at maturity equal to the aggregate interest payment (assuming no reset of
the interest rate) that would be due on the Applicable Principal Amount of the Debentures on such
date.



     “Treasury Portfolio Purchase Price” means the lowest aggregate ask-side price quoted by a
primary U.S. government securities dealer to the Quotation Agent between 9:00 a.m. and 4:00 p.m.,
New York City time, on the third Business Day immediately preceding the Special Event Redemption
Date for the purchase of the Treasury Portfolio for settlement on the Special Event Redemption
Date.



     “Treasury Unit” has the meaning set forth in the Purchase Contract and Pledge Agreement.



     The terms “Company,” “Trustee,” “Indenture,” “Base Indenture,” “Securities” and “Debentures”
shall have the respective meanings set forth in the recitals and the paragraph preceding the
recitals to this First Supplemental Indenture.



ARTICLE II

GENERAL TERMS AND CONDITIONS OF THE DEBENTURES




     Section 2.01 Designation and Principal Amount. There is hereby authorized a series of
Securities designated as      % Debentures due 2041 limited in aggregate principal amount to
$1,750,000,000 (up to $2,000,000,000 if the Underwriters exercise their over-allotment option in
full); provided, however, that the Company, without notice to or consent of the Holders, may issue
additional Securities of this series and thereby increase such principal amount in the future, on
the same terms and conditions (except for issue date, public offering
price and, if applicable, the date from which interest accrues and the first Interest Payment Date)
and with the same CUSIP number as the Securities of this series. The Debentures may be issued from
time to time upon written order of the Company for the authentication and delivery of Debentures
pursuant to Section 303 of the Base Indenture.



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     Section 2.02 Maturity. Unless a Special Event Redemption or an Optional Redemption
occurs prior to the Maturity Date (defined below), the date upon which the Debentures shall become
due and payable at final maturity, together with any accrued and unpaid interest, is, initially,
June 1, 2041 (the “Maturity Date”).



     Section 2.03 Form, Payment and Appointment. Except as provided in Section 2.04, the
Debentures shall be issued in fully registered, certificated form, bearing identical terms.
Debentures corresponding to Applicable Ownership Interests in Debentures that are components of
Corporate Units shall be registered in the name of the Purchase Contract Agent. Principal of and
interest on the Debentures will be payable, the transfer of such Debentures will be registrable,
and such Debentures will be exchangeable for Debentures of a like aggregate principal amount
bearing identical terms and provisions, at the office or agency of the Company maintained for such
purpose in the Borough of Manhattan, The City of New York, which shall initially be the Corporate
Trust Office of the Trustee; provided, however, that payment of interest may be made at the option
of the Company by check mailed to the Holder at such address as shall appear in the Security
Register or by wire transfer to an account appropriately designated by the Holder entitled to
payment at least 10 Business Days prior to the applicable Interest Payment Date. Payments with
respect to any Global Debenture will be made by wire transfer to the Depositary.



     No service charge shall be made for any registration of transfer or exchange of the
Debentures, but the Company may require payment from the Holder of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection therewith.



     The Paying Agent and Security Registrar for the Debentures shall initially be the Trustee.



     The Debentures shall be issuable in denominations of $1,000 and integral multiples of $1,000
in excess thereof; provided, however, that upon the release by the Collateral Agent of Debentures
underlying the Pledged Applicable Ownership Interests in Debentures (other than any release of
Debentures underlying Pledged Applicable Ownership Interests in Debentures in connection with (i)
the creation of Treasury Units by Collateral Substitution, (ii) a Successful Remarketing, (iii)
Fundamental Change Early Settlement, (iv) Early Settlement with separate cash or (v) Cash
Settlement, in accordance with Section 3.13, Section 5.02, Section 5.03(b), Section 5.05, Section
5.08 or Section 5.03(a) of the Purchase Contract and Pledge Agreement, as the case may be), the
Debentures shall be issuable in denominations of $50 and integral multiples of $50 in excess
thereof, and the Company shall issue Debentures in any such denominations if requested by the
Purchase Contract Agent on behalf of any Holder or Beneficial Owner.



     Section 2.04 Global Debentures. Debentures corresponding to Applicable Ownership
Interests in Debentures that are no longer a component of the Corporate Units and are released from
the Collateral Account will be issued in permanent global form (a “Global Debenture”), and if
issued as one or more Global Debentures, the Depositary shall be The Depository Trust Company or
such other depositary as any officer of the Company may from time to time designate. On the date on
which the Debentures registered in the name of the Purchase Contract Agent pursuant to Section 2.03
are issued, the Company shall also issue one or more Global Debentures, registered in the name of
the Depositary or its nominee, each having a zero principal balance. Upon the creation of Treasury
Units, or the recreation of Corporate Units or in any other case where the Collateral Agent
releases Debentures underlying the Pledged Applicable Ownership Interests in Debentures, an
appropriate annotation shall be made on the Schedule of Increases and Decreases in Debenture on the
Global Debentures held by the Depositary. Debentures represented by the Global Debentures will be
exchangeable for Debentures in certificated form only (x) if the Depositary notifies the Company
that it is unwilling or unable to continue as Depositary for the Global Debentures or if at any
time the Depositary ceases to be a clearing agency registered under the Exchange Act, and the
Company has not appointed a successor Depositary within 90 days of that notice or of its becoming
aware of such cessation or (y) upon recreation of Corporate Units; provided that the Debentures in
certificated form so issued in exchange for the Global Debentures shall be in denominations of
$1,000 or any whole multiple of $1,000 above that amount and be of like aggregate principal amount
and tenor as the portion of the Global Debenture to be exchanged. Except as provided above, owners
of beneficial interest in a Global Debenture will not be entitled to receive physical delivery of
Debentures in certificated form and will not be considered the Holders thereof for any purpose
under the Indenture. Unless and until such Global Debenture is exchanged for Debentures in
certificated form, Global
Debentures may be transferred, in whole but not in part, and any payments on the Debentures shall
be made, only to the Depositary or a nominee of the Depositary, or to a successor Depositary
selected or approved by the Company or to a nominee of such successor Depositary. Any Global
Debenture that is exchangeable pursuant to clause (x) of the



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fourth sentence of this Section 2.04
shall be exchangeable for Debentures in certificated form registered in such names as the
Depositary shall direct.




     Section 2.05 Interest.



          (a) The Debentures will bear interest initially at the rate of      % per year (the “Coupon
Rate”) from and including June  , 2008 to, but excluding, the Maturity Date, or in the event of
a Successful Remarketing, the Remarketing Settlement Date. In the event of a Successful Remarketing
of the Debentures, the Coupon Rate for all Debentures (regardless of whether such Debentures are
Remarketed Debentures) will be reset by the Remarketing Agents to the Reset Rate with effect from
the Remarketing Settlement Date, as set forth in Section 8.03. If the Coupon Rate is so reset, the
Debentures will bear interest at the Reset Rate from and including the Remarketing Settlement Date
to, but excluding, the Maturity Date. The Debentures shall bear interest, to the extent permitted
by law, on any overdue principal and interest at the Coupon Rate, unless a Successful Remarketing
shall have occurred, in which case interest on such amounts shall accrue at the Reset Rate from and
after the Remarketing Settlement Date, in each case, compounded quarterly through the Remarketing
Settlement Date and compounded semiannually thereafter.




          (b) (i) Prior to and, if such date falls on a Quarterly Interest Payment Date (defined below),
on the Remarketing Settlement Date or, in the event no Successful Remarketing occurs, prior to and
on the Purchase Contract Settlement Date, interest on the Debentures shall be payable quarterly in
arrears on March 1, June 1, September 1 and December 1 of each year (each, a “Quarterly Interest
Payment Date”), commencing September 1, 2008, to the Person in whose name the relevant Debentures
are registered at the close of business on the Regular Record Date for such Interest Payment Date.




               (ii) After the Remarketing Settlement Date, if any, or, in the event no Successful Remarketing
occurs, after the Purchase Contract Settlement Date, interest on the Debentures shall be payable
semiannually in arrears on March 1 and September 1 of each year (each, a “Semiannual Interest
Payment Date”), commencing September 1, 2011, to the Person in whose name the relevant Debentures
are registered at the close of business on the Regular Record Date for such Interest Payment Date.



          (c) The amount of interest payable for any full Interest Period will be computed on the basis
of a 360-day year consisting of twelve 30-day months. The amount of interest payable for any period
shorter than a full Interest Period for which interest is computed will be computed on the basis of
a 30-day month and, for any period less than a month, on the basis of the actual number of days
elapsed per 30-day month. In the event that any scheduled Interest Payment Date falls on a day that
is not a Business Day, then payment of interest payable on such Interest Payment Date will be made
on the next succeeding day that is a Business Day (and without any interest or other payment in
respect of any such delay).




     Section 2.06 No Defeasance. Section 403 of the Base Indenture shall not apply to the
Debentures.



     Section 2.07 No Sinking Fund or Repayment at Option of the Holder. The Debentures are
not entitled to the benefit of any sinking fund and Article Twelve of the Base Indenture shall not
apply to the Debentures.



     Section 2.08 Paying Agent. The Company initially appoints the Trustee as the Paying
Agent for the Debentures.



ARTICLE III

REDEMPTION OF THE DEBENTURES




     Section 3.01 Special Event Redemption. If a Special Event shall occur and be
continuing prior to the earlier of the date of a Successful Remarketing and the Purchase Contract
Settlement Date, the Company may, at its option, redeem the Debentures in whole, but not in part,
on any Interest Payment Date, at a price per Debenture equal to the Redemption Price, payable on
the date of redemption (the “Special Event Redemption Date”).



     In connection with any Special Event Redemption, in exchange for any Debentures surrendered
for redemption on or after the relevant Special Event Redemption Date, the Trustee shall pay the
Redemption Price (a) to the Collateral Agent, in the case of Debentures that underlie the
Applicable Ownership Interests in Debentures



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included in Corporate Units, which amount shall be
applied by the Collateral Agent in accordance with the terms of the Purchase Contract and Pledge
Agreement, and (b) to the Holders of the Separate Debentures, in the case of Separate Debentures.




     Section 3.02 Optional Redemption. The Company may redeem the Debentures, in whole but
not in part, on a date not earlier than June 1, 2013, at a price per Debenture equal to the
Redemption Price, payable on the date of redemption (the “Optional Redemption Date”) to the Holder
presenting such Debenture for redemption.



     The Company may at any time irrevocably waive its right to redeem the Debentures for any
specified period (including the remaining term of the Debentures). The Company may not redeem the
Debentures under this Section 3.02 if the Debentures have been accelerated and such acceleration
has not been rescinded or unless all accrued and unpaid interest has been paid in full on all
outstanding Debentures for all Interest Periods terminating on or prior to the Redemption Date.



     Section 3.03 Notice of Redemption. Solely with respect to the Debentures, Section 1104
of the Base Indenture is hereby amended and supplemented by adding the following:



     In addition, the Company shall notify the Collateral Agent in writing that the Company intends
to redeem the Debentures on the Redemption Date and, in the case of a Special Event Redemption,
that a Special Event has occurred. If the Company elects to redeem the Debentures in connection
with a Special Event Redemption, the Company shall appoint the Quotation Agent to assist the
Company in determining the Treasury Portfolio Purchase Price.



     Section 3.04 Effect of Redemption. Notice of redemption having been given as provided
for in Section 1104 of the Base Indenture, as amended and supplemented by this Supplemental
Indenture, the Debentures shall become due and payable on the Redemption Date at the Redemption
Price. Unless the Company defaults in the payment of the Redemption Price, on and after the
Redemption Date, (a) interest shall cease to accrue on the Debentures immediately prior to the
close of business on the Redemption Date and (b) the Debentures shall no longer be outstanding and
all rights of the Holders in respect of the Debentures shall terminate and lapse (other than the
right to receive the Redemption Price upon surrender of such Debentures but without interest on
such Redemption Price). The redemption provisions of Sections 1105 and 1106 of the Base Indenture
shall not apply to the Debentures.



     Section 3.05 Redemption Procedures. On or prior to the Redemption Date, the Company
shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the
Redemption Date, the aggregate Redemption Price for Debentures being redeemed. If the Company gives
a notice of redemption with respect to the Debentures pursuant to Section 3.03 in connection with
an Optional Redemption, and the Company has paid to the Trustee the Redemption Price of the
Debentures to be redeemed, then, on the Redemption Date, the Trustee will irrevocably deposit such
funds with the Depositary. The Company will also give the Depositary irrevocable instructions and
authority to pay the Redemption Price in immediately available funds to the Holders of beneficial
interests in the Global Debentures. If any Redemption Date is not a Business Day, then the
Redemption Price will be payable on the next Business Day (and without any interest or other
payment in respect of any such delay). Interest to be paid on or before the Redemption Date for any
Debentures called for Redemption shall be payable to the Persons in whose names the Debentures are
registered at the close of business on the Regular Record Dates for the related Interest Payment
Dates. If any Debentures called for redemption are not so paid upon surrender thereof for
redemption, the Redemption Price will, until paid, bear interest from the Redemption Date at the
Coupon Rate or Reset Rate, as the case may be. In exchange for the unredeemed portion of such
surrendered Debentures, new Debentures in an aggregate principal amount equal to the unredeemed
portion will be issued.



     Section 3.06 No Other Redemption. Except as set forth in this Article III, the
Debentures shall not be redeemable by the Company prior to the Maturity Date.



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ARTICLE IV

FORM OF DEBENTURE




     Section 4.01 Form of Debenture. The Debentures and the Trustee’s Certificate of
Authentication to be endorsed thereon are to be substantially in the forms attached as Exhibit A
hereto, with such changes therein as the officers of the Company executing the Debentures (by
manual or facsimile signature) may approve, such approval to be conclusively evidenced by their
execution thereof.



ARTICLE V

ORIGINAL ISSUE OF DEBENTURES




     Section 5.01 Original Issue of Debentures. Debentures in the aggregate principal
amount of $1,750,000,000 (up to $2,000,000,000 if the Underwriters exercise their over-allotment
option in full) may from time to time, upon execution of this First Supplemental Indenture, be
executed by the Company and delivered to the Trustee for authentication, and the Trustee shall
thereupon authenticate and deliver said Debentures to or upon the written order of the Company
pursuant to Section 303 of the Base Indenture without any further action by the Company (other than
as required by the Base Indenture).



ARTICLE VI

SUPPLEMENTAL INDENTURES




     Section 6.01 Supplemental Indentures with Consent of Holders of Debentures. As set
forth in Section 902 of the Base Indenture, with the consent of the Holders of a majority in the
aggregate principal amount of Debentures affected by such supplemental indenture at the time
outstanding, the Company and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental thereto or to the Base Indenture for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of the Base Indenture
or this First Supplemental Indenture or of modifying in any manner the rights of the Holders of the
Debentures; provided, however, that, solely with respect to the Debentures, in addition to clauses
(1) through (4) of Section 902 of the Base Indenture, no such indenture or supplemental indenture
shall (a) impair the right to institute suit for the enforcement of any payment on or with respect
to any Debenture, (b) modify the terms of the Put Right or (c) modify the interest rate reset or
Remarketing provisions of the Debentures, without, in the case of each of the foregoing clauses
(a), (b) and (c), the consent of the Holder of each Debenture affected.



     Section 6.02 Supplemental Indentures without Consent of Holders of Debentures. As set
forth in Section 901 of the Base Indenture, the Company and the Trustee may from time to time and
at any time enter into an indenture or indentures supplemental thereto or to the Base Indenture for
the purpose of adding certain provisions or changing certain provisions of the Base Indenture or
this First Supplemental Indenture without the consent of the Holders of the Debentures. Solely with
respect to the Debentures, in addition to clauses (1) through (9) of Section 901 of the Base
Indenture, the Company and the Trustee may enter into a supplemental indenture to modify the terms
of the Debentures (x) to cure any ambiguity or correct any inconsistency (provided that any
amendment made solely to conform the provisions of this First Supplemental Indenture to the
“Description of the Debentures” contained in the prospectus supplement related to the offering of
the Corporate Units of which the Debentures form a part shall not be deemed to adversely affect the
interests of the Holder of Debentures) and (y) in connection with the Remarketing, in each case to
be effective on and after the Purchase Contract Settlement Date to provide for the Debentures to
mature at any time earlier than June 1, 2041; provided that the Debentures may not mature earlier
than June 1, 2013; provided further that in the case of clause (y) above, that notice of such
modification of the terms must be provided to Holders and prospective purchasers of the Debentures
prior to such time (which notice, if applicable, may be in the form of the prospectus used for the
Remarketing of the Debentures delivered to the Holders of the Debentures).



ARTICLE VII

MISCELLANEOUS




     Section 7.01 Ratification of Indenture. The Indenture, as supplemented by this First
Supplemental Indenture, is in all respects ratified and confirmed, and this First Supplemental
Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein
provided.



9









 





     Section 7.02 Trustee Not Responsible for Recitals. The recitals herein contained are
made by the Company and not by the Trustee, and the Trustee assumes no responsibility for the
correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this
First Supplemental Indenture.



     Section 7.03 New York Law to Govern. THIS FIRST SUPPLEMENTAL INDENTURE AND THE
DEBENTURES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



     Section 7.04 Separability. In case any one or more of the provisions contained in this
First Supplemental Indenture or in the Debentures shall for any reason be held to be invalid,
illegal or unenforceable in any respect, then, to the extent permitted by law, such invalidity,
illegality or unenforceability shall not affect any other provisions of this First Supplemental
Indenture or of the Debentures, but this First Supplemental Indenture and the Debentures shall be
construed as if such invalid or illegal or unenforceable provision had never been contained herein
or therein.



     Section 7.05 Counterparts. This First Supplemental Indenture may be executed in any
number of counterparts each of which shall be an original, but such counterparts shall together
constitute but one and the same instrument.



ARTICLE VIII

REMARKETING




     Section 8.01 Remarketing Procedures.



          (a) Unless a Special Event Redemption, a Successful Optional Remarketing or a Termination
Event has occurred prior to the Applicable Remarketing Period, the Company shall engage the
Remarketing Agent(s) pursuant to the Remarketing Agreement for the Remarketing of the Debentures.
The Company will, not later than 15 days prior to the first day of the Applicable Remarketing
Period, request that the Depositary or its nominee notify the Beneficial Owners or Depositary
Participants holding Separate Debentures, Corporate Units and Treasury Units, and shall provide a
copy of such request to the Collateral Agent and the Purchase Contract Agent, in the case of an
Optional Remarketing, of the Company’s intent to attempt an Optional Remarketing in the Applicable
Remarketing Period, and in all cases, of the proposed Remarketing Date or Dates and the procedures
to be followed in each Remarketing, including the procedures to be followed by Holders of Separate
Debentures to participate in a Remarketing, the applicable procedures for holders of Corporate
Units to create Treasury Units or holders of Treasury Units to recreate Corporate Units, the
applicable procedures for holders of Corporate Units to effect an Early Settlement and, in the case
of a Final Remarketing, applicable procedures to effect a Cash Settlement and the applicable
procedures that must be followed by a Holder of Separate Debentures if such Holder wishes to
exercise its Put Right or by a Holder if such Holder elects not to exercise its Put Right.




          (b) Each Holder of Separate Debentures may elect to have Separate Debentures held by such
Holder remarketed in any Remarketing. A Holder making such an election must, pursuant to the
Purchase Contract and Pledge Agreement, notify the Custodial Agent and deliver such Separate
Debentures to the Custodial Agent prior to 5:00 p.m., New York City time, on the second Business
Day immediately preceding the first day of the Applicable Remarketing Period (but no earlier than
the Interest Payment Date immediately preceding such first day). Any such notice and delivery may
not be conditioned upon the level at which the Reset Rate is established in the Remarketing. Any
such notice and delivery may be withdrawn prior to 5:00 p.m., New York City time, on the second
Business Day immediately preceding the first day of the Applicable Remarketing Period in accordance
with the provisions set forth in the Purchase Contract and Pledge Agreement. Any such notice and
delivery not withdrawn by such time will be irrevocable with respect to each Remarketing to occur
during the Applicable Remarketing Period. Pursuant to Sections 5.02 and 5.03 of the Purchase
Contract and Pledge Agreement, by 11:00 a.m., New York City time, in the case of an Optional
Remarketing, or promptly after 5:00 p.m., New York City time, in the case of a Final Remarketing,
on the Business Day immediately preceding the first day of the Applicable Remarketing Period, the
Custodial Agent, based on the notices and deliveries received by it prior to such time, shall
notify the Remarketing Agent of the aggregate principal amount of Separate Debentures tendered for
Remarketing. Pursuant and subject to Section 5.02 or 5.03 of the Purchase Contract and Pledge
Agreement, Debentures that underlie Applicable Ownership Interests in Debentures included in
Corporate Units will be deemed tendered for




10









 







Remarketing and will be remarketed in accordance with the terms of the Remarketing Agreement and
the Purchase Contract and Pledge Agreement.




          (c) The right of each Holder of Remarketed Debentures to have such Debentures remarketed and
sold on any Remarketing Date shall be subject to the conditions that (i)(A) the Remarketing Agent
conducts any Optional Remarketing or (B) in the case of a Final Remarketing, that no Successful
Optional Remarketing has occurred pursuant to the terms of the Remarketing Agreement, (ii) neither
a Special Event Redemption nor a Termination Event has occurred prior to such Remarketing Date,
(iii) the Remarketing Agent(s) are able to find a purchaser or purchasers for Remarketed Debentures
at the Remarketing Price based on the Reset Rate and (iv) the purchaser or purchasers of the
Remarketed Debentures deliver the purchase price therefor to the Remarketing Agent as and when
required.




          (d) Neither the Trustee, the Company nor the Remarketing Agent(s) shall be obligated in any
case to provide funds to make payment upon tender of Debentures for remarketing.




     Section 8.02 Remarketing.



          (a) Unless a Special Event Redemption, a Termination Event or a Successful Optional
Remarketing has occurred prior to the first day of any Optional Remarketing Period, on any
Remarketing Date, if any, selected by the Company in accordance with the Remarketing Agreement for
such Optional Remarketing Period, the Remarketing Agent shall, pursuant and subject to the terms of
the Remarketing Agreement, use its reasonable efforts to remarket the Remarketed Debentures at the
Remarketing Price. For the avoidance of doubt, the Company shall determine in its sole discretion
if and when to attempt an Optional Remarketing.




          (b) If the Company does not elect to conduct an Optional Remarketing, or if the Company elects
to conduct an Optional Remarketing, but a Failed Optional Remarketing occurs, during the Final
Remarketing Period, the Remarketing Agent shall use its reasonable efforts to remarket the
Remarketed Debentures at the Remarketing Price. It is understood and agreed that Remarketing on any
Remarketing Date will be considered successful and no further attempts will be made if the
resulting proceeds are at least equal to the Remarketing Price.




     Section 8.03 Reset Rate.



          (a) In connection with each Remarketing, the Remarketing Agent shall determine the Reset Rate
(rounded to the nearest one-thousandth (0.001) of one percent per annum).




          (b) Anything herein to the contrary notwithstanding, the Reset Rate shall in no event exceed
the maximum rate permitted by applicable law.




          (c) In the event of a Failed Final Remarketing or if no Applicable Ownership Interests in
Debentures are included in Corporate Units and none of the Holders of the Separate Debentures elect
to have their Debentures remarketed in any Remarketing, the applicable interest rate on the
Debentures will not be reset and will continue to be the Coupon Rate.




          (d) In the event of a Successful Remarketing, the Coupon Rate shall be reset on the
Remarketing Settlement Date to the Reset Rate as determined by the Remarketing Agent under the
Remarketing Agreement, and the Company shall issue a press release promptly after such Successful
Remarketing containing such Reset Rate and publish such information on its website.




          (e) In the event of a Failed Optional Remarketing or a Failed Final Remarketing the Company
shall issue a press release and cause a notice of any Failed Remarketing to be published on its
website (with a copy of such notice to be provided to the Purchase Contract Agent) before 9:00 a.m.
New York City time on the Business Day immediately following such Failed Optional Remarketing, or
in the case of the Final Remarketing, 9:00 a.m. New York City time on May 27, 2011.




     Section 8.04 Failed Remarketing. If, by 4:00 p.m., New York City time, on any
Remarketing Date, the Remarketing Agent is unable to remarket all of the Remarketed Debentures at
the Remarketing Price pursuant to the terms and conditions hereof and of the Remarketing Agreement,
or the Remarketing has not occurred because a



11









 




condition precedent to the Remarketing has not been fulfilled, a Failed Remarketing shall be deemed
to have occurred.




     Section 8.05 Put Right.



          (a) Subject to paragraph (b) hereof, if there has not been a Successful Remarketing prior to
the end of the Final Remarketing Period, Holders of Debentures will, subject to this Section 8.05,
have the right (the “Put Right”) to require the Company to purchase such Debentures on the Purchase
Contract Settlement Date, at a price per Debenture to be purchased equal to the principal amount of
the applicable Debenture, plus accrued and unpaid interest to, but excluding, the Purchase Contract
Settlement Date (the “Put Price”).




          (b) The Put Right of Holders of Applicable Ownership Interests in Debentures that are part of
Corporate Units will be deemed to be automatically exercised unless such Holders (1) prior to 5:00
p.m., New York City time, on the second Business Day immediately preceding the Purchase Contract
Settlement Date, provide written notice to the Purchase Contract Agent of their intention to settle
the related Purchase Contract with separate cash, and (2) on or prior to 5:00 p.m., New York City
time, on the Business Day immediately preceding the Purchase Contract Settlement Date, deliver to
the Collateral Agent $50 in cash per Purchase Contract, in each case pursuant to the terms and
conditions of Section 5.03(b)(iii) of the Purchase Contract and Pledge Agreement with respect to
such settlement, and such Holders shall be deemed to have elected to have a portion of the proceeds
of the Put Right of the Debentures underlying such Applicable Ownership Interests in Debentures
equal to the Purchase Price set-off against such Holders’ obligations to pay the aggregate Purchase
Price for the shares of Common Stock to be issued under the Purchase Contracts in full satisfaction
of such Holders’ obligations under the Purchase Contracts, and any remaining amount of the Put
Price following satisfaction of the related Purchase Contracts will be paid to such Holders.




          (c) The Put Right of a Holder of a Separate Debenture shall only be exercisable upon delivery
of a notice substantially in the form attached as Exhibit B hereto, together with such Holder’s
separate Debenture, to the Trustee by such Holder on or prior to the second Business Day
immediately preceding the Purchase Contract Settlement Date. On or prior to the Purchase Contract
Settlement Date, the Company shall deposit with the Trustee immediately available funds in an
amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all
Separate Debentures with respect to which a Holder has exercised a Put Right. In exchange for any
Separate Debentures surrendered pursuant to the Put Right, the Trustee shall then distribute such
amount to the Holders of such Separate Debentures.




          (d) Debentures purchased pursuant to the Put Right shall be cancelled by the Trustee.




ARTICLE IX

ADDITIONAL EVENTS OF DEFAULT




     Section 9.01 Additional Events of Default. Solely with respect to the Debentures, in
addition to the events listed as Events of Default in Section 501 of the Base Indenture, a default
in the payment on the date payment is due of the Put Price of any Debentures following the exercise
of the Put Right by any Holder of Debentures, unless the Debentures are a component of Corporate
Units, in which case the Company’s obligation to pay the portion of the Put Price owing in respect
of the principal of the Debentures so put will be netted against such Holder’s obligations to pay
the purchase price under the related Purchase Contract on the Purchase Contract Settlement Date in
full satisfaction of such Holder’s obligations under the Purchase Contracts, shall be an additional
Event of Default with respect to the Debentures.



ARTICLE X

TAX TREATMENT




     Section 10.01 Tax Treatment. The Company agrees, and by acceptance of a Corporate Unit
or a Separate Debenture, each Holder will be deemed to have agreed (1) to treat each beneficial
owner of a Corporate Unit as the owner of the Applicable Ownership Interest in Debentures
constituting a part of such Corporate Unit for U.S. federal income tax purposes and (2) to treat
the Debentures as indebtedness for U.S. federal income tax purposes, which is not subject to the
contingent payment debt regulations.



12









 





     IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be
duly executed, as of the day and year first written above.



	 	 	 	 	 
	 	ARCHER-DANIELS-MIDLAND COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE BANK OF NEW YORK, as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



13









 






	 	 	 	 	 



EXHIBIT A




[IF THIS DEBENTURE IS TO BE A GLOBAL DEBENTURE, INSERT:]



THIS DEBENTURE IS A GLOBAL DEBENTURE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY OR A NOMINEE OF THE DEPOSITORY TRUST
COMPANY. THIS DEBENTURE IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER
THAN THE DEPOSITORY TRUST COMPANY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY TO A NOMINEE
OF THE DEPOSITORY TRUST COMPANY OR BY A NOMINEE OF THE DEPOSITORY TRUST COMPANY TO THE DEPOSITORY
TRUST COMPANY OR ANOTHER NOMINEE OF THE DEPOSITORY TRUST COMPANY.



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.




ARCHER-DANIELS-MIDLAND COMPANY




% Debenture due 2041




			
	 	 	 
	 
	 	CUSIP No.:[               ]
	 	 	 
	 
	 	ISIN NUMBER: [               ]
	 	 	 
	No.
	 	$[                              ]






     Archer-Daniels-Midland Company, a corporation organized and existing under the laws of
Delaware (hereinafter called the “Company,” which term includes any successor corporation under the
Indenture hereinafter referred to), for value received, hereby promises to pay to [          ], or registered assigns,
[the principal sum of            DOLLARS] [the principal sum as set
forth in the Schedule of Increases or Decreases in Debenture attached hereto, which amount shall
not exceed $           (or $           if the Underwriters exercise their over-allotment in full)],*
on June 1, 2041 (such date is hereinafter referred to as the “Maturity Date”), and to pay interest
thereon from the original issuance date or the most recent Interest Payment Date to which interest
has been paid or duly provided for, quarterly in arrears on March 1, June 1, September 1 and
December 1 of each year (each, a “Quarterly Interest Payment Date”), commencing September 1, 2008,
at the rate of      % per annum (the “Coupon Rate”) to and excluding the Purchase Contract
Settlement Date or, if earlier, the Remarketing Settlement Date, and thereafter semiannually in
arrears on March 1 and September 1 of each year (each, a “Semiannual Interest Payment Date”),
commencing September 1, 2011, at the Reset Rate, or if there has not been a Successful Remarketing
prior to the Purchase Contract Settlement Date, at the Coupon Rate, on the basis of a 360-day year
consisting of twelve 30-day months, until the principal hereof is paid or duly provided for or made
available for payment. The Debentures shall bear interest, to the extent permitted by law, on any
overdue principal and interest at the Coupon Rate, unless a Successful Remarketing shall have
occurred, in which case interest on such amounts shall accrue at the Reset Rate from and after the
Remarketing Settlement Date, in each case, compounded quarterly to and excluding the Purchase
Contract Settlement Date or, if earlier, the Remarketing Settlement Date, and compounded
semiannually thereafter. The Reset Rate, if any, shall be established pursuant to the terms of the
Indenture (as such





 




			
	*	 	Insert in Global Debentures and Debentures that are
part of Corporate Units.




 









 









term is defined on the reverse of this Debenture) and the Remarketing Agreement.
The amount of interest payable for any period shorter than a full Interest Period for which
interest is computed will be computed on the basis of a 30-day month and, for any period less than
a month, on the basis of the actual number of days elapsed per 30-day month. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided
in the Indenture, be paid to the Person in whose name this Debenture (or one or more predecessor
Debentures) is registered at the close of business on the Regular Record Date for such Interest
Payment Date.




     Except as set forth above, payment of the principal of and interest on this Debenture will be
made at the office or agency of the Company maintained for that purpose in The Borough of
Manhattan, The City of New York, which shall initially be the Corporate Trust Office of the
Trustee, in such coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts; provided, however, that payment of interest
may be made at the option of the Company by check mailed to the Holder at such address as shall
appear in the security register or by wire transfer to an account appropriately designated by the
Holder entitled to payment at least 10 Business Days prior to the applicable Interest Payment Date.
Payments with respect to any Global Debenture will be made by wire transfer to the Depositary.



     Reference is hereby made to the further provisions of this Debenture set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



     Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Debenture shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.



 









 





     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.



	 	 	 	 	 
	Dated: 	ARCHER-DANIELS-MIDLAND COMPANY

 	 
	 	By  	 	 
	 	 	Its Vice President and Treasurer 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	[Seal] 	Attest  	 	 
	 	 	Assistant Secretary 	 
	 	 	 	 
	 



	 	 	 	 	 
	TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the

series designated herein and referred to

in the within-mentioned Indenture.



THE BANK OF NEW YORK

as Trustee

 	 	 
	By  	 	 	 
	 	Authorized Signatory 	 	 
	 	 	 	 



 









 






	 	 	 	 	 



REVERSE OF DEBENTURE





     This Debenture is one of a duly authorized issue of securities of the Company (herein called
the “Securities”), issued and to be issued in one or more series under an Indenture (the “Base
Indenture”), dated as of September 20, 2006, between the Company and The Bank of New York (as a
successor to JPMorgan Chase Bank, N.A.), as Trustee (herein called the “Trustee,” which term
includes any successor trustee), as amended and supplemented by the First Supplemental Indenture,
dated as of June [     ], 2008, between the Company and the Trustee (the “First Supplemental
Indenture” and, together with the Base Indenture, the “Indenture”), to which Indenture reference is
hereby made for a statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This Security is one of the
series designated on the face hereof, limited in aggregate principal amount to $[                    ]
(up to $[                    ] if the Underwriters exercise their over-allotment option in full);
provided, however, that the Company, without notice to or consent of the Holders, may issue
additional Securities of this series and thereby increase such principal amount in the future, on
the same terms and conditions (except for issue date, public offering price and, if applicable, the
date from which interest accrues and the first Interest Payment Date) and with the same CUSIP
number as the Securities of this series.



     All terms used in this Debenture that are defined in the Indenture shall have the meaning
assigned to them in the Indenture.



     If a Special Event shall occur and be continuing prior to the earlier of the date of a
Successful Remarketing and the Purchase Contract Settlement Date, the Company may, at its option,
redeem the Securities of this series in whole, but not in part, on any Interest Payment Date, at a
price per Debenture equal to the Redemption Price as set forth in the Indenture. In addition, the
Company may redeem the Debentures, in whole but not in part, on a date not earlier than June 1,
2013, at a price per Debenture equal to the Redemption Price, as set forth in the Indenture. Except
as set forth in this paragraph and in Article III of the First Supplemental Indenture, the Company
may not redeem the Debentures at its option prior to the Maturity Date.



     Pursuant to Section 8.05 of the First Supplemental Indenture, if there has not been a
Successful Remarketing prior to the end of the Final Remarketing Period, Holders of Debentures will
have the right (the “Put Right”) to require the Company to purchase such Debentures on the Purchase
Contract Settlement Date, in the case of Separate Debentures upon a notice to the Trustee on or
prior to the second Business Day prior to the Purchase Contract Settlement Date, at a price per
Debenture equal to the principal amount of the applicable Debenture, plus accrued and unpaid
interest to, but excluding the Purchase Contract Settlement date (the “Put Price”).



     The Debentures are not entitled to the benefit of any sinking fund and will not be subject to
defeasance or covenant defeasance under Section 403 of the Base Indenture.



     If an Event of Default with respect to the Debentures shall occur and be continuing, the
principal of the Debentures may be declared due and payable in the manner and with the effect
provided in the Indenture.



     The Indenture permits, with certain exceptions as therein provided, the entry into one or more
supplemental indentures for purposes of amending or modifying the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture or the First
Supplemental Indenture at any time by the Company and the Trustee with the consent of the Holders
of a majority in principal amount of the Securities at the time outstanding of all series affected.
The Indenture also contains provisions permitting the Holders of specified percentages in principal
amount of the Debentures at the time outstanding, on behalf of the Holders of all Debentures, to
waive compliance by the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and the consequences thereof. Any such consent or waiver by the Holder of this
Debenture shall be conclusive and binding upon such Holder and upon all future Holders of this
Debenture and of any Debenture issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this
Debenture.



     Debentures are issuable only in registered form without coupons in denominations of $1,000 and
any integral multiple thereof, except as provided in Section 2.03 of the First Supplemental
Indenture.



 









 





     Except as provided in Section 2.04 of the First Supplemental Indenture, the Debentures shall
be issued in fully registered, certificated form, bearing identical terms. Principal of and
interest on the Debentures will be payable, the transfer of such Debentures will be registrable,
and such Debentures will be exchangeable for Debentures of a like aggregate principal amount
bearing identical terms and provisions, at the office or agency of the Company maintained for such
purpose in the Borough of Manhattan, The City of New York.



     No service charge shall be made for any registration of transfer or exchange of the
Debentures, but the Company may require payment from the Holder of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection therewith.



     Pursuant to Section 2.04 of the First Supplemental Indenture, Debentures corresponding to
Applicable Ownership Interests in Debentures that are no longer a component of the Corporate Units
and are released from the Collateral Account will be issued as Global Debentures. Except as
otherwise provided in the Indenture, or except upon recreation of Corporate Units or in any other
case where the Collateral Agent releases Debentures underlying the Pledged Applicable Ownership
Interests in Debentures, Debentures represented by Global Debentures will not be exchangeable for,
and will not otherwise be issuable as, Debentures in certificated form. Unless and until such
Global Debentures are exchanged for Debentures in certificated form, Global Debentures may be
transferred, in whole but not in part, and any payments on the Debentures shall be made, only to
the Depositary or a nominee of the Depositary, or to a successor Depositary selected or approved by
the Company or to a nominee of such successor Depositary.



     Prior to due presentment of this Debenture for registration of transfer, the Trustee and any
agent of the Company or the Trustee may treat the Person in whose name this Debenture is registered
as the owner hereof for all purposes, whether or not this Debenture is overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the contrary.



     The Company agrees, and by acceptance of a Corporate Unit or a Separate Debenture, each Holder
will be deemed to have agreed (1) to treat each beneficial owner of a Corporate Unit as the owner
of the Applicable Ownership Interest in Debentures constituting a part of such Corporate Unit for
U.S. federal income tax purposes and (2) to treat the Debentures as indebtedness for U.S. federal
income tax purposes, which is not subject to the contingent payment debt regulations.



     THIS DEBENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.



 









 





ASSIGNMENT



FOR VALUE RECEIVED, the undersigned assigns and transfers this Debenture to:




 





(Insert assignee’s social security or tax identification number)  
 





 





 





 





(Insert address and zip code of assignee)  
 





and irrevocably appoints



agent to transfer this Debenture on the books of the Company. The agent may substitute another to
act for him or her.




Date:




	 	 	 	 	 
	 	Signature:

 	 
	 	
 	 
	 	 	 
	 	 	 
	 
	 	Signature Guarantee:

 	 
	 	
 	 
	 	 	 
	 	 	 
	 



(Sign exactly as your name appears on the other side of this Debenture)




 









 








SIGNATURE GUARANTEE



Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of
the Registrar, which requirements include membership or participation in the Security Transfer
Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined
by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.




 









 








SCHEDULE OF INCREASES OR DECREASES IN DEBENTURE*



The initial principal amount of this Debenture is $[          ]. The following increases or decreases
in a part of this Debenture have been made:




	 	 	 	 	 	 	 	 	 
	 	 	Amount of	 	Amount of	 	Principal amount of	 	 
	 	 	decrease in	 	increase in	 	this Debenture	 	 
	 	 	principal	 	principal	 	following	 	Signature of
	 	 	amount of this	 	amount of this	 	such decrease	 	authorized signatory
	Date	 	Debenture	 	Debenture	 	(or increase)	 	of Trustee
	 	 	 	 	 	 	 	 	 







 




			
	*	 	Insert in Global Debentures and Debentures that are
part of Corporate Units.




 









 










EXHIBIT B




PUT NOTICE





			
	TO:	 	ARCHER-DANIELS-MIDLAND COMPANY

THE BANK OF NEW YORK, AS TRUSTEE




Please refer to the Indenture, dated as of September 20, 2006, between Archer-Daniels-Midland
Company (the “Company”) and The Bank of New York (as a successor to JPMorgan Chase Bank, N.A.), as
Trustee, as amended and supplemented by the First Supplemental Indenture, dated as of June [ ],
2008, between the Company and the Trustee (such Indenture as amended and supplemented, the
“Indenture”). Capitalized terms used herein but not defined shall have the meanings ascribed to
such terms in the Indenture.



The undersigned registered Holder of the Debenture designated below, which is being delivered to
the Trustee herewith, hereby requests and instructs the Company to purchase such Debenture, in
accordance with the terms of the Indenture, at the price of 100% of the principal amount of such
Debenture, plus accrued and unpaid interest to, but excluding, the Purchase Contract Settlement
Date. The Debentures shall be purchased by the Company as of the Purchase Contract Settlement Date
pursuant to the terms and conditions specified in the Indenture.




Dated:




Signature:



NOTICE: The above signature of the Holder hereof must correspond with the name as written upon the
face of the Debenture in every particular without alteration or enlargement or any change whatever.



Debenture Certificate Number (if applicable):



Principal Amount:



Social Security or Other Taxpayer Identification Number:



DTC Account Number (if applicable):



Name of Account Party (if applicable):



PAYMENT INSTRUCTIONS: The purchase price of the Debenture should be paid by check in the name of
the person(s) set forth below and mailed to the address set forth below.




	 	 	 	 	 
	Name(s)
	 	 	 	 
	(Please Print)
	 	 
	 
	 	 	 	 
	Address
	 	 	 	 
	(Please Print)
	 	 
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 	 	 
	 

	 	(Zip Code)	 	 
	 
	 	 	 	 
	 	 	 
	(Tax Identification or Social Security Number)