exhibit10ivsuppretplan.htm


    
      

    

    
      

    


    Exhibit
10.4

    


    


    


    


    


    


    


    


    


    


    


    


    


    ADM

    SUPPLEMENTAL
RETIREMENT PLAN

    


    (As
Amended and Restated Effective January 1, 2009)

    


    


    


    


    


    


    


    


    


     

    


    


    


    


    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

    
 

    
      
        
          
            
              	 
      	
                      Page

                    
	
                      ARTICLE
      I  INTRODUCTION

                    	
                      1

                    
	 
      	
                      1.1

                    	
                      Purpose
      of the Plan; History

                    	
                      1

                    
	 
      	
                      1.2

                    	
                      Non-Qualified
      “Top-Hat” Plan

                    	
                      1

                    
	 
      	
                      1.3

                    	
                      Plan
      Document

                    	
                      1

                    
	 
      	
                      1.4

                    	
                      Effective
      Date of Document

                    	
                      1

                    
	 
      	 
      	 
      	 
      
	
                      ARTICLE
      II  DEFINITIONS

                    	
                      2

                    
	 
      	
                      2.1

                    	
                      Definintions

                    	
                      2

                    
	 
      	
                      2.2

                    	
                      Choice
      of Law

                    	
                      4

                    
	 
      	 
      	 
      	 
      
	
                      ARTICLE
      III  PARTICIPATIO

                    	
                      4

                    
	 
      	
                      3.1

                    	
                      Participation

                    	
                      4

                    
	 
      	 
      	 
      	 
      
	
                      ARTICLE
      IV  SUPPLEMENTAL PENSION BENEFITS

                    	
                      5

                    
	 
      	
                      4.1

                    	
                      Supplemental
      Pensions – Cash Balance and Traditional Formula

                    	
                      5

                    
	 
      	
                      4.2

                    	
                      Cash
      Balance Supplemental Pension

                    	
                      5

                    
	 
      	
                      4.3

                    	
                      Traditional
      Formula Supplemental Pension

                    	
                      6

                    
	 
      	
                      4.4

                    	
                      Time
      of Payment

                    	
                      7

                    
	 
      	
                      4.5

                    	
                      Form
      of Payment

                    	
                      8

                    
	 
      	
                      4.6

                    	
                      Payment
      Form Election Procedure

                    	
                      9

                    
	 
      	
                      4.7

                    	
                      Cash-Out
      of Small Benefits

                    	
                      9

                    
	 
      	
                      4.8

                    	
                      FICA
      Over-Payment True-Up

                    	
                      10

                    
	 
      	
                      4.9

                    	
                      Special
      Rules

                    	
                      10

                    
	 
      	 
      	 
      	 
      
	
                      ARTICLE
      V  VESTING

                    	
                      11

                    
	 
      	
                      5.1

                    	
                      Vesting

                    	
                      11

                    
	 
      	
                      5.2

                    	
                      Forfeiture

                    	
                      11

                    
	 
      	 
      	 
      	 
      
	
                      ARTICLE
      VI  DISTRIBUTIONS AFTER DEATH

                    	
                      11

                    
	 
      	
                      6.1

                    	
                      Survivor
      Benefits

                    	
                      11

                    
	 
      	
                      6.2

                    	
                      Beneficiary
      Designation

                    	
                      12

                    
	 
      	
                      6.3

                    	
                      Cash-Out
      of Small Benefits

                    	
                      13

                    
	 
      	
                      6.4

                    	
                      No
      Other Survivor Benefits

                    	
                      14

                    
	 
      	 
      	 
      	 
      
	
                      ARTICLE
      VII  CONTRACTUAL OBLIGATIONS AND FUNDING

                    	
                      14

                    
	 
      	
                      7.1

                    	
                      Contractual
      Obligations

                    	
                      14

                    
	 
      	
                      7.2

                    	
                      Funding

                    	
                      15

                    
	 
      	 
      	 
      	 
      
	
                      ARTICLE
      VIII  AMENDMENT AND TERMINATION OF PLAN

                    	
                      15

                    
	 
      	
                      8.1

                    	
                      Right
      to Amend or Terminate    

                    	
                      15

                    
	 
      	
                      8.2

                    	
                      Limits
      on Effect of Amendment or Termination

                    	
                      16

                    
	 
      	 
      	 
      	 
      
	
                      ARTICLE
      IX  ADMINISTRATION/CLAIMS PROCEDURES

                    	
                      16

                    
	 
      	
                      9.1

                    	
                      Administration

                    	
                      16

                    
	 
      	
                      9.2

                    	
                      Correction
      of Errors And Duty to Review Information

                    	
                      17

                    
	 
      	
                      9.3

                    	
                      Claims
      Procedure

                    	
                      17

                    
	 
      	
                      9.4

                    	
                      Indemnification

                    	
                      18

                    
	 
      	
                      9.5

                    	
                      Exercise
      of Authority

                    	
                      18

                    
	 
      	
                      9.6

                    	
                      Telephonic
      or Electronic Notices and Transactions

                    	
                      18

                    
	 
      	 
      	 
      	 
      
	
                      ARTICLE
      X  MISCELLANEOUS

                    	
                      18

                    
	 
      	
                      10.1

                    	
                      Nonassignability

                    	
                      18

                    
	 
      	
                      10.2

                    	
                      Withholding

                    	
                      18

                    
	 
      	
                      10.3

                    	
                      Right
      of Setoff

                    	
                      19

                    
	 
      	
                      10.4

                    	
                      Uniformed
      Services Employment and Reemployment Rights Act

                    	
                      19

                    
	 
      	
                      10.5

                    	
                      Successors
      of ADM

                    	
                      19

                    
	 
      	
                      10.6

                    	
                      Employment
      Not Guaranteed

                    	
                      19

                    
	 
      	
                      10.7

                    	
                      Gender,
      Singular and Plural

                    	
                      19

                    
	 
      	
                      12.8

                    	
                      Captions

                    	
                      19

                    
	 
      	
                      12.9

                    	
                      Validity

                    	
                      19

                    
	 
      	
                      12.10

                    	
                      Waiver
      of Breach

                    	
                      19

                    
	 
      	
                      12.11

                    	
                      Notice

                    	
                      19

                    
	 
      	 
      	 
      	 
      


            

          

          


          


          


          




        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      ADM

    

    SUPPLEMENTAL
RETIREMENT PLAN

    


    ARTICLE I

    


    INTRODUCTION

    


    
      	
              1.1

            	
              Purpose
      of the Plan; History.  The
      ADM SUPPLEMENTAL
      RETIREMENT PLAN is sponsored by ADM and its Participating
      Affiliates to attract high quality executives and to provide eligible
      executives with the additional benefits they would have received under the
      Qualified Retirement Plan but for the limit imposed on the compensation
      that can be taken into account under the Qualified Retirement Plan (Code
      § 401(a)(17)), the limit imposed on the benefits accrued and payable
      under the Qualified Retirement Plan (Code § 415(b)), or the reduction
      in the compensation base under the Qualified Retirement Plan as a result
      of an election to reduce compensation and receive Elective Deferral
      Credits under the ADM Deferred Compensation Plan for Selected Management
      Employees I or II.

            


    

    


    
      	
               
      

            	
              The
      Plan is the result of the merger of the Archer-Daniels-Midland
      Supplemental Retirement Plan I (“Plan I”) and the ADM Supplemental
      Retirement II (“Plan II”) effective January 1, 2009.  Plan I was
      previously “frozen” to new accruals effective as December 31, 2004 in
      response to the American Jobs Creation Act of 2004 which added new Code §
      409A, and ADM originally intended that Plan I qualify for “grandfathered”
      treatment under Code § 409A.  Plan II was the successor to Plan
      I.  All benefits that accrued after December 31, 2004 (and all
      benefits accrued prior to that date that were not vested as of December
      31, 2004) and before January 1, 2009, were subject to the terms of Plan
      II.  ADM then determined not to treat amounts accrued and vested
      as of December 31, 2004, as grandfathered under Code § 409A, and thus
      merged Plan I and Plan II effective January 1,
  2009.

            


    

    


    
      	
              1.2

            	
              Non-Qualified
      “Top-Hat” Plan.

            


    

    


    
      	
              1.2.1

            	
              ERISA
      Status.  The Plan is a “top-hat” plan – that is, an
      unfunded plan maintained primarily for the purpose of providing deferred
      compensation for a select group of management or highly compensated
      employees within the meaning of ERISA §§ 201(2), 301(a)(3) and 401(a)(1),
      and therefore is exempt from Parts 2, 3 and 4 of Title I of
      ERISA.

            


    

    


    
      	
              1.2.2

            	
              Compliance with Code §
      409A.  The Plan also is a nonqualified deferred
      compensation plan that is intended to meet the requirements of paragraph
      (2), (3) and (4) of Code § 409A(a), and the terms and provisions of
      the Plan should be interpreted and applied in a manner consistent with
      such requirements, including the regulations and other guidance issued
      under Code § 409A.

            


    

    


    
      	
              1.3

            	
              Plan
      Document.

            


    

    


    
      	
              1.3.1

            	
              Plan
      Documents.  The Plan consists of this document, any
      appendix to this document and any document that is expressly incorporated
      by reference into this document.

            


    

    


    
      	
              1.3.2

            	
              Modifications by
      Employment or Similar Agreement.  ADM or an Affiliate may
      be a party to an employment or similar agreement with a Participant, the
      terms of which may enhance or modify in some respect the benefits provided
      under this Plan, including, but not necessarily limited to, an enhancement
      to or modification of the benefit amount, payment forms and/or other
      rights and features of the Plan.  The Plan consists only of this
      document and the core documents referenced in Sec. 1.3.1. Accordingly, any
      contractual rights that a Participant may have to any enhancement or
      modification called for under an employment or similar agreement are
      rights that derive from such agreement and not directly from the
      Plan.  Nonetheless, the Plan will be applied in a manner that
      takes into account any enhancements or modifications called for under an
      enforceable employment or similar agreement as if such provisions were
      part of the Plan; provided that, no
      change can be made to the Plan by means of an employment or similar
      agreement that would not have been allowed by means of an amendment to the
      Plan (for example, an amendment inconsistent with Code
      § 409A).

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              1.4

            	
              Effective
      Date of Document.  The Plan (as
      amended and restated in this document) is effective January 1, 2009, to
      apply to accruals on and after that date, and also to accruals prior to
      that date with respect to any Participant (or Spouse) who has not
      previously commenced payment of his/her Supplemental Pension under Plan I
      or Plan II.

            


    

    


    


    


    ARTICLE II

    


    DEFINITIONS AND
CONSTRUCTION

    


    
      	
              2.1

            	
              Definitions.

            


    

    


    
      	
              2.1.1

            	
              “ADM” means
      Archer Daniels Midland Company.

            


    

    


    
      	
              2.1.2

            	
              “Affiliate”
      means any business entity that is required to be aggregated and treated as
      one employer with ADM under Code § 414(b) or (c) (and for purposes of
      determining whether a Separation from Service has occurred, a standard of
      “at least 80 percent” will be used to identify an Affiliate under Code
      § 414(b) and (c) notwithstanding the default standard of “at least 50
      percent” found in Treas. Reg.
  § 1.409A-1(h)(3)).

            


    

    


    
      	
              2.1.3

            	
              “Aggregated
      Plan” means any other deferred compensation plan maintained by ADM
      or an Affiliate that is subject to Code § 409A and that is aggregated with
      this Plan under Treasury Regulation §
  1.409A-1(c)(2).

            


    

    


    
      	
              2.1.4

            	
              “Beneficiary”
      means a person or persons designated as such pursuant to Sec. 6.2, or the
      joint annuitant on joint and survivor annuity payable under the
      Plan.

            


    

    


    
      	
              2.1.5

            	
              “Benefit Commencement
      Date” means the date on which a Supplemental Pension is paid in the
      form of a lump sum or starts to be paid in the form of an annuity (taking
      into account any delay in payment applicable with respect to a Specified
      Employee).

            


    

    


    
      	
              2.1.6

            	
              “Board” means
      the Board of Directors of ADM, or its Compensation
    Committee.

            


    

    


    
      	
              2.1.7

            	
              “Cash Balance Pension
      Benefit” means the benefit payable to the Participant under the
      Qualified Retirement Plan determined by the balance in the Participant’s
      cash balance account under the Qualified Retirement
  Plan.

            


    

    


    
      	
              2.1.8

            	
              “Cash Balance
      Participant” means a Participant who is entitled to receive a Cash
      Balance Pension Benefit under the Qualified Retirement
    Plan.

            


    

    


    
      	
              2.1.9

            	
              “Certified Domestic
      Partner” means a person of the same or opposite sex who is not a
      Spouse, and with respect to whom the Participant has on file with ADM (and
      has not terminated) an affidavit attesting that the conditions for
      domestic partner status are satisfied as specified in the Domestic Partner
      Policy adopted (and as modified from time to time) by
  ADM.

            


    

    


    
      	
              2.1.10

            	
              “Code” means the
      Internal Revenue Code of 1986, as
amended.

            


    

    


    
      	
              2.1.11

            	
              “Eligible
      Employee” means an Employee:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Who
      is employed with ADM or a Participating Affiliate (while it is a
      Participating Affiliate);

            


    

    


    
      	
               
      

            	
              (b)

            	
              Who
      is a participant in  the Qualified Retirement Plan and has
      his/her benefit limited under the Qualified Retirement Plan as a result of
      the limits imposed under Code §§ 401(a)(17) or 415, or as a result of
      his/her elective deferral under the ADM Deferred Compensation Plan for
      Selected Management Employees II;
and

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              (c)

            	
              Who
      is notified of his/her eligibility under the Plan; provided that, this
      notice requirement does not apply to an Employee who was an Active
      Participant in the Plan before January 1, 2009, unless he/she has a
      Separation from Service, is rehired by ADM or an Affiliate on or after
      January 1, 2009 and renters the Qualified Retirement Plan under the Cash
      Balance Pension Formula.

            


    

    


    Either
the Board or the Chief Executive Officer of ADM may determine that an Employee
described above will not be an Eligible Employee.  However, the Plan
is intended to cover only those Employees who are in a select group of
management or highly compensated employees within the meaning of ERISA §§
201(2), 301(a)(3) and 401(a)(1); and, accordingly, if any interpretation is
issued by the Department of Labor that would exclude any Employee from
satisfying that requirement, such Employee immediately will cease to be an
Eligible Employee and Active Participant.

    


    
      	
              2.1.12

            	
              “Employee” means
      any common-law employee of ADM or an Affiliate (while it is an
      Affiliate).

            


    

    


    
      	
              2.1.13

            	
              “ERISA” means
      the Employee Retirement Income Security Act of 1974, as
      amended.

            


    

    


    
      	
              2.1.14

            	
              “Normal Retirement
      Age” means the later of the date on which the Participant attains
      age sixty-five (65) or the fifth (5th)
      anniversary of the date on which the Participant commenced participation
      in the Qualified Retirement Plan.

            


    

    


    
      	
              2.1.15

            	
              “Participant”
      means an Active Participant, or a current or former Eligible Employee who
      has benefits due to him/her under the Plan.  “Active
      Participant” means an Eligible Employee who has become and remains
      an Active Participant under Sec.
3.1.3.

            


    

    


    
      	
              2.1.16

            	
              “Participating
      Affiliate” means any Affiliate (while it is an Affiliate) which
      employs one or more Eligible
Employees.

            


    

    


    
      	
              2.1.17

            	
              “Plan” means the
      ADM Supplemental Retirement Plan.

            


    

    


    
      	
              2.1.18

            	
              “Plan Year”
      means the calendar year.

            


    

    


    
      	
              2.1.19

            	
              “Qualified Retirement
      Plan” means the Archer Daniels Midland Retirement
    Plan.

            


    

    


    
      	
              2.1.20

            	
              “Separation from
      Service” means that ADM and the Participant anticipate that the
      Participant will perform no future services (as an Employee or contractor)
      for ADM and its Affiliates or that the level of services the Participant
      will perform for ADM and its Affiliates (as an Employee or contractor)
      will permanently decrease to twenty percent (20%) or less of the average
      level of services performed over the immediately preceding thirty-six (36)
      month period (or the full period of services if the Participant has been
      providing services for less than thirty-six (36) months).  In
      the event of a leave of absence, a Separation from Service will be deemed
      to have occurred on the date that is six (6) months (or in the case of a
      disability leave, twenty-nine (29) months) following the start of such
      leave; provided
      that, if the Participant has a statutory or contractual right to
      return to active employment that extends beyond the end of such leave
      period, the Separation from Service will be deemed to have occurred upon
      the expiration of such statutory or contractual right; and if the
      individual has a Termination of Employment during such leave period, the
      Separation from Service will be deemed to have occurred on such
      Termination of Employment.  A “disability” leave for this
      purpose means an absence due to a medically determinable physical or
      mental impairment that can be expected to result in death or can be
      expected to last for a continuous period of not less than six (6) months,
      where such impairment causes the Participant to be unable to perform the
      duties of his/her position of employment or any substantially similar
      position.

            


    

    


    In the
case of a sale or other disposition of stock or substantial assets, or other
corporate transaction, whether a Separation from Service has occurred may be
affected by the provisions of Sec. 7.1.3.

    


    
      	
              2.1.21

            	
              “Specified
      Employee” means an Employee who at any time during the twelve-month
      period ending on the identification date was a “key employee” as defined
      under Code § 416(i) (applied in accordance with the regulations
      thereunder, but without regard to paragraph (5)
  thereof).

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              ADM
      may adopt a Specified Employee Identification Policy which specifies the
      identification date, the effective date of any change in the key employee
      group, compensation definition and other variables that are relevant in
      identifying Specified Employees, and which may include an alternative
      method of identifying Specified Employees consistent with the regulations
      under Code § 409A.  In the absence of any such policy or policy
      provision, for purposes of the above, the “identification date” is each
      December 31st,
      and an Employee who satisfies the above conditions will be considered to
      be a “Specified Employee” from April 1st
      following the identification date to March 31st
      of the following year, and the compensation and other variables, and
      special rules for corporate events and special rules relating to
      nonresident aliens, that is necessary in identifying Specified Employees
      will be determined and applied in accordance with the defaults specified
      in the regulations under Code § 409A.  Any Specified Employee
      Identification Policy will apply uniformly to all nonqualified deferred
      compensation plans subject to Code § 409A that are maintained by ADM
      or an Affiliate.

            


    

    


    
      	
              2.1.22

            	
              “Spouse” means a
      person of the opposite sex to whom the Participant is legally married as
      of the determination date (including a common-law spouse in any state that
      recognizes common-law marriage, provided that acceptable proof and
      certification of common-law marriage has been received by
      ADM).

            


    

    


    
      	
              2.1.23

            	
              “Supplemental
      Pension” means the benefit payable to a Participant under the Plan,
      which may be a Cash Balance Supplemental Pension or a Traditional Formula
      Supplemental Pension.  A “Cash Balance
      Supplemental Pension” is a Supplemental Pension determined under
      Sec. 4.2; and a “Traditional Formula
      Supplemental Pension” is a Supplemental Pension determined under
      Sec. 4.3..

            


    

    


    
      	
              2.1.24

            	
              “Termination of
      Employment” means that the common-law employer-employee
      relationship has ended between the individual and ADM and its Affiliates,
      as determined under the employment policies and practices of ADM
      (including by reason of voluntary or involuntary termination, retirement,
      death, expiration of and failure to return from a recognized leave of
      absence, or otherwise).  A Termination of Employment does not
      occur merely as a result of transfer of employment from one Affiliate to
      another Affiliate, or from ADM to an Affiliate or from an Affiliate to
      ADM.  In the case of an Employee working for an Affiliate, a
      Termination of Employment will not occur upon the sale of the stock of
      such employer such that it no longer satisfies the definition of an
      Affiliate (assuming the individual continues in the employ of that
      employer or a new affiliate of that employer after the
    sale).

            


    

    


    
      	
              2.1.25

            	
              “Traditional Formula
      Pension Benefit” means the benefit that is payable to the
      Participant under the Qualified Retirement Plan determined under the
      traditional formula.

            


    

    


    
      	
              2.1.26

            	
              “Traditional Formula
      Participant” means a Participant who is entitled to receive a
      Traditional Formula Pension Benefit under the Qualified Retirement
      Plan.

            


    

    


    
      	
              2.1.27

            	
              “Trustee” means
      the trustee of a trust established pursuant to Sec.
  7.2.

            


    

    


    
      	
              2.1.28

            	
              “Vested” means
      that the Participant has a Separation from Service under circumstances
      where he/she is vested under Sec.
5.1.

            


    

    


    
      	
              2.2

            	
              Choice
      of Law.  The
      Plan will be governed by the laws of the State of Illinois to the extent
      that such laws are not preempted by the laws of the United
      States.  All controversies, disputes, and claims arising
      hereunder must be submitted to the United States District Court for the
      Central District of Illinois.

            


    

    


    


    ARTICLE III

    


    PARTICIPATION

    


    
      	
              3.1

            	
              Participation.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              3.1.1

            	
              Eligible
      Employees. An Eligible
      Employee will be eligible to participant in the Plan once he/she has been
      provided with a written notice of eligibility from
  ADM.

            


    

    


    
      	
              3.1.2

            	
              Payment Form
      Elections.  An Eligible Employee who is provided with
      notice of eligibility on or after January 1, 2009 and participates in the
      Qualified Retirement Plan under the Cash Balance Pension Formula will be
      allowed to make an initial distribution election under the Plan during the
      thirty (30) day period following the date he/she is provided with written
      notice of his/her eligibility to participate in the Plan.  At
      the expiration of such thirty (30) day period, the distribution election
      with be irrevocable and the Eligible Employee will become an Active
      Participant.

            


    

    


    If an
Eligible Employee fails to file an distribution election during the thirty (30)
day period above, he/she will be deemed to have elected a lump-sum
payment.

    
      	
               
      

            	
              .

            


    

    
      	
              3.1.3

            	
              End of Active
      Participation and Participation.  An Active Participant
      will continue as an Active Participant until the earliest of the
      following:

            


    

    


    
      	
              (a)  

            	
              The
      date of his/her Separation from
Service;

            


    

    


    
      	
              (b)  

            	
              The
      date on which the Plan is terminated and liquidated pursuant to Sec.
      8.2.2; or

            


    

    


    
      	
              (c)  

            	
              The
      date the Participant ceases to be an Eligible Employee (other than as a
      result of Separation from Service).

            


    

    


    
      	
               
      

            	
              A
      Participant will continue as a Participant until having received a full
      distribution of the benefit due under the
Plan.

            


    

    


    


    
      	
               
      

            	
              ARTICLE
      IV

            


    

    


    
      	
               
      

            	
              SUPPLEMENTAL PENSION
      BENEFITS

            


    

    


    
      	
              4.1

            	
              Supplemental
      Pensions – Cash Balance and Traditional Formula.   A
      Participant may be accruing a Cash Balance Supplemental Pension or a
      Traditional Formula Supplemental Pension, but not both at the same time
      under the Plan.

            


    

    


    
      	
              4.2

            	
              Cash Balance
      Supplemental Pension.

            


    

    


    
      	
              4.2.1

            	
              Entitlement.  A
      Cash Balance Participant will be entitled to a Cash Balance Supplemental
      Pension he/she is Vested at Separation from
  Service.

            


    

    


    
      	
              4.2.2

            	
              Normal Expression of
      Cash Balance Supplemental Pension – Lump-Sum.  A
      Participant’s Cash Balance Supplemental Pension, when expressed as a
      single lump-sum payment payable as of the date of determination, is equal
      to A minus B, where:

            


    

    


    
      	
               
      

            	
              “A”
      =

            	
              The
      balance that would have been in the Participant’s Cash Balance Account
      under the Qualified Retirement Plan if credits had been determined without
      regard to:

            


    

    


    
      	
               
      

            	
              (i)

            	
              The
      limit on compensation taken into account under the Qualified Retirement
      Plan under Code § 401(a)(17);
and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              The
      exclusion of amounts deferred by the Participant under the ADM Deferred
      Compensation Plan for Selected Management Employees I or II (or other
      non-qualified deferred compensation plan maintained or previously
      maintained by ADM or Participating Affiliate) from the compensation base
      used in determining the benefit accrued and payable under the Qualified
      Retirement Plan.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “A” will
also include the difference, if any, between the lump-sum benefit that would be
payable under the Qualified Retirement Plan without regard to the benefit limits
of Code § 415(b) and the lump-sum benefit actually payable under the
Plan.

    


    
      	
               
      

            	
              “B”
      =

            	
              The
      actual balance of the Participant’s cash balance account under the
      Qualified Retirement Plan on such date (as limited by Code §
      415(b)).

            


    

    


    If a
Participant receives a distribution under the Qualified Retirement Plan prior to
distribution of his/her Supplemental Pension, the balance under “A” or “B” will
be determined as if not such distribution had occurred from the
plan.

    


    
      	
              4.3

            	
              Traditional
      Formula Supplemental Pension.

            


    

    


    
      	
              4.3.1

            	
              Entitlement.  A
      Traditional Formula Participant will be entitled to a Traditional Formula
      Supplemental Pension under this Plan if he/she is Vested at Separation
      from Service.

            


    

    


    
      	
              4.3.2

            	
              Normal Expression of
      Traditional Formula Supplemental Pension – Single Life Annuity at Normal
      Retirement Age.  A Participant’s Traditional Formula
      Supplemental Pension, when expressed a single life annuity starting as of
      the first day of the month following the Participant’s Normal Retirement
      Age (or the first day of the month following the date of determination, if
      after the Participant’s Normal Retirement Age), is equal to A minus B,
      where:

            


    

    


    
      	
               
      

            	
              “A”
      =

            	
              The
      single life annuity that would have been payable under the Qualified
      Retirement Plan starting on such date, determined without regard
      to:

            


    

    


    
      	
               
      

            	
              (i)

            	
              The
      limit on compensation taken into account under the Qualified Retirement
      Plan under Code § 401(a)(17);

            


    

    


    
      	
               
      

            	
              (ii)

            	
              The
      limit on the benefit accrued and payable under the Qualified Retirement
      Plan under Code § 415(b); and

            


    

    


    
      	
               
      

            	
              (iii)

            	
              The
      exclusion of amounts deferred by the Participant under the ADM Deferred
      Compensation Plan for Selected Management Employees I or II (or other
      non-qualified deferred compensation plan maintained or previously
      maintained by ADM or Participating Affiliate) from the compensation base
      used in determining the benefit accrued and payable under the Qualified
      Retirement Plan.

            


    

    


    
      	
               
      

            	
              “B”
      =

            	
              The
      single life annuity that is (or would be) payable to the Participant under
      the Qualified Retirement Plan starting on such date (as limited by Code §
      415(b)).

            


    

    


    
      	
               
      

            	
              Any
      reference to an annuity that “would be” paid under the Qualified
      Retirement Plan as of a given date, means the annuity determined as if the
      Participant had received (or started to receive) his/her benefit under the
      Qualified Retirement Plan as of the specified date, regardless of whether
      the benefit under the Qualified Retirement Plan is actually paid then or
      at a later time.

            


    

    


    
      	
              4.3.3

            	
              Adjustment for Early
      Commencement.  If a Participant receives (or starts)
      his/her Traditional Formula Supplemental Pension prior to Normal
      Retirement Age, such Supplemental Pension, when expressed as a single life
      annuity, will equal the single life annuity determined under Sec. 4.3.2,
      adjusted for early commencement as
follows:

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              (a)

            	
              If
      the Participant’s Separation from Service occurs at or after age
      fifty-five (55), and the Participant has completed ten (10) or more years
      of Continuous Service (as determined under the Qualified Retirement Plan),
      such annuity will be adjusted for early commencement as
      follows:

            


    

     

    
      
        
          
            
              
                
                  
                    
                      	
                              Age
      at Benefit

                            	
                              Early

                            
	
                              Commencement Date

                            	
                              Commencement Factor*

                            
	 
      	 
      
	
                              65

                            	
                              100%

                            
	
                              64

                            	
                              97%

                            
	
                              63

                            	
                              93%

                            
	
                              62

                            	
                              88%

                            
	
                              61

                            	
                              83%

                            
	
                              60

                            	
                              78%

                            
	
                              59

                            	
                              73%

                            
	
                              58

                            	
                              68%

                            
	
                              57

                            	
                              62%

                            
	
                              56

                            	
                              56%

                            
	
                              55

                            	
                              50%

                            


                    

                  

                

              

            

          

        

      

    

    
       

      
        	
              	
                *

              	
                Percentage
      determined using straight line interpolation on the basis of age to the
      last full month.

              


      

       

    

    
      
      

    

    
      	
               
      

            	
              (b)

            	
              If
      the Participant’s Separation from Service occurs before age fifty-five
      (55), and the Participant has completed ten (10) or more years of
      Continuous Service (as determined under the Qualified Retirement Plan),
      such annuity will be adjusted for early commencement as
      follows:

            


    

    


    
      	
              Age
      at Benefit

            	
              Early

            
	
              Commencement Date

            	
              Commencement Factor*

            
	 
      	 
      
	
              65

            	
              100%

            
	
              64

            	
              93.36%

            
	
              63

            	
              86.67%

            
	
              62

            	
              80.00%

            
	
              61

            	
              73.36%

            
	
              60

            	
              66.67%

            
	
              59

            	
              63.36%

            
	
              58

            	
              60.00%

            
	
              57

            	
              56.67%

            
	
              56

            	
              53.36%

            
	
              55

            	
              50.00%

            


    

     

    
      
      

    

    
      
      

    

    
      
      

    

    
      
      

    

    
      
      

    

    
      
      

    

    
      	
               
      

            	
              *

            	
              Percentage
      determined using straight line interpolation on the basis of age to the
      last full month.

            


    

    


    
      	
               
      

            	
              (c)

            	
              If
      the Participant has not completed ten (10) year of Continuous Service (as
      determined under the Qualified Retirement Plan), early commencement is not
      permitted under this Plan.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              4.3.4

            	
              Participant With
      Frozen Traditional Formula Supplemental Pension.  If a
      Traditional Formula Participant has a Separation from Service and later is
      rehired by ADM or an Affiliate on or after January 1, 2009, he/she may
      enter the Qualified Retirement Plan under the Cash Balance Pension
      Formula.  In such case, the Traditional Formula Supplemental
      Pension attributable to his/her prior employment will be determined as a
      separate benefit under this Plan from the Cash Balance Supplemental
      Pension attributable to his/her subsequent period of employment and will
      be paid based upon the original Separation from Service (as of rehire had
      not occurred).

            


    

    


    
      	
              4.4

            	
              Time
      of Payment.
      

            


    

    


    
      	
              4.4.1

            	
              Cash Balance
      Supplemental Pension.  A Participant who is entitled to a
      Cash Balance Supplemental  Pension may elect to receive (or
      start) such Supplemental Pension as of the following
  dates:

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      first day of the month next following the Participant’s Separation from
      Service;

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      January 1 next following his/her Separation from Service;
    or

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      first day of any month elected by the Participant that falls on or after
      the date he/she attains age fifty-five (55), but not later than the first
      day of the month following the date he/she attains Normal Retirement
      Age.

            


    

    


    If a Cash
Balance Participant fails to make a timely election of a Benefit Commencement
Date as provided in Sec. 4.6.2, the Benefit Commencement Date will be the first
day of the month following the Participant’s Separation from
Service.

    


    
      	
              4.4.2

            	
              Traditional Formula
      Supplemental Pension.  A Participant who is entitled to a
      Traditional Formula Supplemental Pension will receive (or start) such
      Supplemental Pension as of the later of the following
    dates:

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      first day of the month next following the Participant’s Separation from
      Service; or

            


    

    


    
      	
               
      

            	
              (b)

            	
              If
      the Participant has completed ten (10) year of Continuous Service (as
      determined under the Qualified Retirement Plan), the first day of the
      month next following the date on which the Participant attains age
      fifty-five (55); otherwise, the first day of the month next following
      Normal Retirement Age.

            


    

    


    
      	
              4.4.3

            	
              Required Delay for
      Specified Employees.  Any contrary provision
      notwithstanding, a distribution to a Specified Employee will not under any
      circumstances be made prior to the first day of the seventh (7th)
      calendar month following the Participant’s Separation from Service, except
      in the case of an intervening death of the Participant as provided in Sec.
      6.1.  In the event of such a delay, any payments that would have
      been paid to the Participant but for the required delay will be
      accumulated (without interest or earnings adjustment) and will be paid in
      a single lump sum on the first day of the seventh (7th)
      month.

            


    

    


    
      	
              4.5

            	
              Form
      of Payment.

            


    

    


    
      	
              4.5.1

            	
              Available Payment
      Forms.   A Participant’s Supplemental Pension will
      be paid in the following payment
form:

            


    

    


    
      	
               
      

            	
              (a)

            	
              In
      the case of a Cash Balance Supplemental Pension, the Participant may elect
      one of the following payment forms:

            


    

    


    
      
        	
                 
      

              	
                (i)

              	
                
                  A
      lump sum; or

                

              


      

    

     

    
      	
               
      

            	
              (ii)

            	
              A
      life contingent annuity, except as provided in Sec. 4.7 (for cash-out of
      small benefits).

            


    

    


    A Cash
Balance Participant who elected, or was defaulted to, a life contingent annuity
may later elect a lump sum payment in lieu of the annuity provided the election
is made at least twelve (12) months prior to the Benefit Commencement Date of
the annuity (an election made within such period will not be given
effect).  A Cash Balance Participant who makes such election will
receive the lump-sum payment as of a date that is five (5) years after what
would have been the original Benefit Commencement Date.

    


    
      	
               
      

            	
              (b)

            	
              In
      the case of a Traditional Formula Supplemental Pension, the Supplemental
      Pension will be paid in the form of a life contingent annuity, except as
      provided in Sec. 4.7 (for cash-out of small
  benefits).

            


    

    


    
      	
              4.5.2

            	
              Life Contingent
      Annuity Forms.  Where a Participant’s Supplemental
      Pension is payable as a life contingent annuity, the Participant may elect
      to receive such annuity in either of the following
  forms:

            


    

    


    
      	
               
      

            	
              (a)

            	
              A
      single life annuity – that is, a monthly annuity payable to the
      Participant for the life of the Participant;
or

            


    

    


    
      	
               
      

            	
              (b)

            	
              A
      joint and survivor annuity – that is, a monthly annuity payable to the
      Participant for the life of the Participant and, upon the Participant’s
      death, if the Participant’s Spouse or Certified Domestic Partner survives
      the Participant, a monthly annuity payable to the Spouse or Certified
      Domestic Partner for his/her life equal to fifty percent (50%), seventy
      five percent (75%) or one-hundred percent (100%), as selected by the
      Participant, of the annuity previously payable to the
      Participant.

            


    

    


    A joint
and survivor annuity will be payable only if the Participant has a surviving
Spouse or Certified Domestic Partner on the Benefit Commencement Date of the
Supplemental Pension Benefit.  If the Participant is not married on
the Benefit Commencement Date (including if the Spouse or Certified Domestic
Partner predeceased the Participant or in the event of a divorce or revocation
of a domestic partner affidavit), the Supplemental Pension will be paid as a
single life annuity in accordance with subparagraph (a).

    


    A joint
and survivor annuity will be the actuarial equivalent of the
following:

    


    
      
      

    

    
      	
               
      

            	
              (i)

            	
              In
      the case of a Cash Balance Participant, the actuarial equivalent of the
      lump-sum amount determined under Sec. 4.2.2;
or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              In
      the case of a Traditional Formula Participant, the actuarial equivalent of
      the single life annuity starting on the same date as the joint and
      survivor annuity, which is the single life annuity determined under Sec.
      4.3.2, adjusted (if applicable) under Sec.
  4.3.3.

            


    

    


    Actuarial
equivalence for this purpose will be determined using the following actuarial
assumptions: Interest – six percent (6%) annual rate; Mortality – the mortality
table used to convert between annuity forms under the Qualified Retirement Plan
for an annuity starting as of the Benefit Commencement Date of the Supplemental
Pension under this Plan.

    


    
      	
               
      

            	
              If
      a Participant whose Supplemental Pension is payable as a life contingent
      annuity fails to timely elect a specific form of annuity prior to the
      Benefit Commencement Date, he/she receive his/her Supplemental Pension in
      the form of a joint and survivor annuity with a fifty percent (50%)
      survivor percentage, if the Participant has a surviving Spouse or
      Certified Domestic Partner; otherwise, in the form of a single life
      annuity.

            


    

    


    
      	
              4.6

            	
              Payment
      Form Election Procedure .
  

            


    

    


    
      	
              4.6.1

            	
              Election
      Procedure.  An election as to the time and/or form of
      payment will be effective only if it is made by the Participant in such
      manner and in accordance with such rules as may be prescribed for this
      purpose by ADM (including by means of a voice response or other electronic
      system under circumstances authorized by
ADM).

            


    

    


    
      	
              4.6.2

            	
              Timing - Cash Balance
      Participants.  In the case of a Cash Balance Participant,
      a payment time and form election will be effective only if it is received
      in properly completed form by ADM by the following
  date:

            


    

    


    
      	
               
      

            	
              (a)

            	
              If
      the Participant was an Active Participant on December 31, 2008 and his/her
      Traditional Formula Supplemental Pension was converted to a Cash Balance
      Supplemental Pension as of January 1, 2009, the payment election form due
      date is December 31, 2008.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Otherwise,
      the payment election form due date is 30 days after the Cash Balance
      Participant becomes eligible to participate in the
  Plan.

            


    

    


    If a
payment time and form election is not received by such date, default elections
will apply as specified in the Plan.

    


    
      	
              4.6.3

            	
              Timing - Traditional
      Formula Participants.  In the case of a Traditional
      Pension Formula Participant, a payment form election will be effective
      only if it is received in properly completed form by ADM as of a date
      determined by ADM prior to the Benefit Commencement
  Date.

            


    

    


    
      	
              4.7

            	
              Cash-Out of Small
      Benefits.

            


    

    


    
      	
              4.7.1

            	
              Mandatory
      Cash-Out.  Any contrary provision notwithstanding, if the
      value of a Participant’s Supplemental Pension payable as of the Benefit
      Commencement Date does not exceed twenty-five thousand dollars ($25,000),
      a lump sum of such value will be paid to the Participant in full
      satisfaction of all rights under this
Plan.

            


    

    


    
      	
               
      

            	
              The
      “value” of a Participant’s Supplemental Pension for this purpose will
      equal the following:

            


    

    


    
      	
               
      

            	
              (a)

            	
              In
      the case of a Cash Balance Participant, the lump sum amount determined
      under Sec. 4.2.2 as of the Benefit Commencement Date;
  or

            


    

    


    
      	
               
      

            	
              (b)

            	
              In
      the case of a Traditional Formula Participant, the present value of the
      single life annuity that would be payable to the Participant starting as
      of the Benefit Commencement Date, which is the single life annuity
      determined under Sec. 4.3.2, adjusted (if applicable) under Sec.
      4.3.3.

            


    

    


    Present
value for purposes of (b) will be determined using the following actuarial
assumptions: Interest – the annual rate of interest prescribed by the Internal
Revenue Service for purposes of Code § 417(e), with the interest rate prescribed
for October applying with respect to any payment date during the next Plan Year;
Mortality – the mortality table used to convert to lump-sum amounts under the
Qualified Retirement Plan as of the same Benefit Commencement Date.

    


    
      	
              4.7.2

            	
              Discretionary Cash-Out
      at the Direction of ADM.  If at any time during the
      payment of an annuity the present value (determined using the factors
      specified in Sec. 4.7.1) of the remaining payments due under such annuity,
      together with any benefits due under all other Aggregated Plans, does not
      exceed the applicable dollar amount then in effect under Code
      § 402(g)(1)(B), then ADM may, in its sole discretion, direct that a
      lump sum of such present value under this Plan and all other Aggregated
      Plans be paid to the Participant in full settlement of all obligations
      under such plans to the
Participant.

            


    

    


    
      	
              4.8

            	
              FICA
      Over-Payment True-Up.  If
      ADM reports benefit accruals under this Plan as “wages” for purposes of
      the Federal Insurance Contributions Act (FICA) pursuant to Code § 3121(v)
      on an early inclusion date prior to the date on which the benefits are
      reasonably ascertainable, then performs a true-up on the resolution date
      and determines that FICA taxes have been overpaid, the Participant will
      receive an additional payment under this Plan in a lump-sum equal to the
      over-payment amount that was charged to the Participant (the
      employee-portion only) as a result of reporting benefit accruals on an
      early inclusion date, without adjustment for interest or
      earnings.  This additional lump-sum will be paid as of the later
      of the resolution date under Code § 3121(v) or the payment due date
      provided in Sec. 4.4.

            


    

    


    
      	
              4.9

            	
              Special
      Rules.

            


    

    


    
      	
              4.9.1

            	
              Benefits Due Only for
      Time in Eligible Group.  If a Participant ceases to be an
      Eligible Employee prior to his/her actual Separation from Service (for
      example, if the Board exercises its discretion to remove the Employee as
      an Eligible Employee), the Supplemental Pension payable to the Participant
      will be the lesser of the Supplemental Pension that would be payable if
      the Participant had a Separation from Service as of the date he/she ceased
      to be an Eligible Employee, and the Supplemental Pension that would be
      payable if the Participant had continued to be an Eligible Employee to the
      date of his/her actual Separation from
Service.

            


    

    


    
      	
              4.9.2

            	
              Transition Period
      Under Code § 409A.  Any contrary provision
      notwithstanding, consistent with the transition relief provided under IRS
      Notice 2007-86, the time and form of payment to a Participant under this
      Plan will be controlled by the payment election made by the Participant
      under the Qualified Retirement Plan until December 31, 2008.  A
      Participant who has not yet commenced his/her benefit under this Plan as
      of December 31, 2008 will have his/her benefit paid as provided in this
      Article without regard to this
subsection.

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ARTICLE V

    


    VESTING

    


    
      	
              5.1

            	
              Vesting.   A
      Participant will be Vested if he/she is vested and entitled to a pension
      benefit under the Qualified Retirement Plan and, in the case of a
      Participant who first becomes an Active Participant on or after January 1,
      2009, the Participant has been an Active Participant for at least twelve
      (12) months.

            


    

    


    
      	
              5.2

            	
              Forfeiture.  If
      a Participant has a Separation from Service before he/she is Vested,
      he/she will forfeit his/her Supplemental Pension.  However, if
      such a Participant is subsequently rehired by ADM or a Participating
      Affiliate (while it is a Participating Affiliate), and has his/her pension
      benefit under the Qualified Retirement Plan reinstated, such Participant’s
      Supplemental Pension will also be reinstated under this
    Plan.

            


    

    


    


    ARTICLE VI

    


    DISTRIBUTIONS AFTER
DEATH

    


    
      	
              6.1

            	
              Survivor
      Benefits.

            


    

    


    
      	
              6.1.1

            	
              Entitlement.  A
      Survivor Benefit will be payable under the Plan
  if:

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      Participant dies after he/she is Vested but prior to the Benefit
      Commencement Date of his/her Supplemental Pension;
  and

            


    

    


    
      	
               
      

            	
              (b)

            	
              In
      the case of a Traditional Formula Participant, the Participant is survived
      by a Spouse to whom the Participant was married throughout the one year
      period preceding death, or a Certified Domestic Partner with respect to
      whom an affidavit of domestic partner status has been continuously on file
      with ADM throughout the one year period preceding
  death.

            


    

    


    
      	
              6.1.2

            	
              Survivor Benefit -
      Cash Balance Participant.  In the case of a Cash Balance
      Participant, the Survivor Benefit will be a lump-sum payment equal to “A”
      minus “B” as determined under Sec.
4.2.2.

            


    

    


    
      	
               
      

            	
              The
      Survivor Benefit will be paid to the Participant’s Beneficiary within
      ninety (90) days after the death of the
  Participant.

            


    

    


    
      	
              6.1.3

            	
              Survivor Benefit -
      Traditional Formula Participant – Death While
      Employed.  In the case of a Traditional Formula
      Participant who dies while employed with ADM or an Affiliate (while it is
      an Affiliate), the Survivor Benefit will be a life annuity for the life of
      the Spouse or Certified Domestic Partners with monthly payments equal
      fifty percent (50%) of A minus B,
where:

            


    

    


    
      	
               
      

            	
              “A”
      =

            	
              The
      single life annuity that would have been payable to the Participant under
      the Qualified Retirement Plan starting on the first day of the month
      following the Participant’s Normal Retirement Age (or the first day of the
      month following the date of determination, if after the Participant’s
      Normal Retirement Age), determined without regard
  to:

            


    

    


    
      	
               
      

            	
              (i)

            	
              The
      limit on compensation taken into account under the Qualified Retirement
      Plan under Code § 401(a)(17);

            


    

    


    
      	
               
      

            	
              (ii)

            	
              The
      limit on the benefit accrued and payable under the Qualified Retirement
      Plan under Code § 415(b); and

            


    

    


    
      	
               
      

            	
              (iii)

            	
              The
      exclusion of amounts deferred by the Participant under the ADM Deferred
      Compensation Plan for Selected Management Employees I or II (or
      other  non-qualified deferred compensation plan maintained or
      previously maintained by ADM or Participating Affiliate) from the
      compensation base used in determining the benefit accrued and payable
      under the Qualified Retirement
Plan.

            


    

    


    
      	
               
      

            	
              “B”
      =

            	
              The
      single life annuity that is or would have been payable to the
      Participant  under the Qualified Retirement Plan starting on
      such date (as limited by Code §
415(b)).

            


    

    


    This
Survivor Benefit will be paid to the Spouse or Certified Domestic Partner
starting the first day of the calendar month following the Participant’s
death.

    


    
      	
              6.1.4

            	
              Survivor Benefit –
      Traditional Formula Participant – Death After Separation from
      Service.  In the case of a Traditional Formula
      Participant who dies after Separation from Service but prior to the
      Benefit Commencement Date of his/her Supplemental Pension, the Survivor
      Benefit will be a life annuity for the life of the Spouse or Certified
      Domestic Partner with monthly payments equal to the monthly survivor
      benefit that would have been paid to the Spouse or Certified Domestic
      Partner if the Participant had survived to the Benefit Commencement Date,
      commenced his/her Supplemental Pension in the form of a joint and survivor
      annuity with a fifty percent (50%) survivor percentage, and died
      immediately after the start of such
annuity.

            


    

    


    This
Survivor Benefit will  be paid to the Spouse or Certified Domestic
Partner starting on the date the Participant would have started to receive his
Supplemental Pension had he/she had a Separation from Service on the date of
death and survived to start his/her Supplemental Pension on date specified in
Sec. 4.4.2.

    


    
      	
              6.1.5

            	
              Survivor Benefit –
      Death During Six-Month Delay Period.  If the Participant
      was a Specified Employee at the time of his/her Separation from Service
      and thus was subject to the delay period described in Sec. 4.4.3, and the
      Participant died prior to the Benefit Commencement Date of his/her
      Supplemental Pension, the Participant’s Spouse or Certified Domestic
      Partner may be entitled to a survivor benefit as
  follows:

            


    

    


    
      	
               
      

            	
              (a)

            	
              In
      the case of  a Cash Balance Participant who elected to receive
      his/her Supplemental Pension in the form of a lump sum payment or in the
      case of any Participant whose Supplemental Benefit was below the cash-out
      amount in Sec. 4.7.1, the Survivor Benefit will equal the lump sum amount
      determined under Sec. 4.2.2 or Sec. 4.7.1 (as applicable), which will be
      paid to the Participant’s Beneficiary within ninety (90) days following
      the death of the Participant.

            


    

    


    
      	
               
      

            	
              (b)

            	
              In
      the case of a Participant who is scheduled to receive his/her Supplemental
      Pension in the form of an annuity, the Spouse or Certified Domestic
      Partner will be entitled to:

            


    

    


    
      	
               
      

            	
              (i)

            	
              A
      lump sum payment of the  monthly payments that accumulated prior
      to the Participant’s death; and,

            


    

    


    
      	
               
      

            	
              (ii)

            	
              If
      the Participant elected a joint and survivor form of annuity, a monthly
      annuity for life equal to the survivor percentage (fifty percent (50%),
      seventy five percent (75%) or one-hundred percent (100%)) for the form of
      annuity elected by the Participant.

            


    

    


    
      	
              6.2

            	
              Beneficiary
      Designation.

            


    

    


    
      	
              6.2.1  

            	
              General
      Rule.  A Cash Balance Participant may designate any
      person (natural or otherwise, including a trust or estate) as his/her
      Beneficiary to receive any Survivor Benefit due under the Plan, subject to
      the consent requirements of Sec. 6.2.2, may change or revoke a Beneficiary
      designation previously made without the consent of any current
      Beneficiary.

            


    

    


    
      	
              6.2.2  

            	
              Special Requirements
      for Participants with a Spouse or Certified Domestic
      Partner.  If a Participant has a Spouse or Certified
      Domestic Partner at the time of death, such Spouse or Certified Domestic
      Partner will be his/her Beneficiary unless the Spouse or Certified
      Domestic Partner has consented in writing to the designation of a
      different Beneficiary.

            


    

    


    Consent
of a Spouse or Certified Domestic Partner will be deemed to have been obtained
if it is established to the satisfaction of ADM that such consent cannot be
obtained because the Spouse or Certified Domestic Partner cannot be
located.

    


    If a
Participant’s Spouse or Certified Domestic Partner consents to the designation
of a Beneficiary, that consent cannot be revoked so long as the designation
remains in effect, but the designation cannot be changed (other than to revoke
the designation and reinstate the Spouse or Certified Domestic Partner as the
Beneficiary) without the consent of the Spouse or Certified Domestic Partner. If
a Spouse or Certified Domestic Partner consents to the designation of a
Beneficiary, and the Participant and Spouse divorce or the Participants files a
notice with ADM that the domestic partner relationship has ended, the consent of
the prior Spouse or Certified Domestic Partner does not bind a subsequent Spouse
or Certified Domestic Partner.

    


    
      	
              6.2.3  

            	
              Form and Method of
      Designation.  A Beneficiary designation must be made on
      such form and in accordance with such rules as may be prescribed for this
      purpose by ADM.  A Beneficiary designation will be effective
      (and will revoke all prior designations) if it is received by ADM (or if
      sent by mail, the post-mark of the mailing is) prior to the date of death
      of the Participant.  ADM may rely on the latest Beneficiary
      designation on file (or if an effective designation is not on file may
      direct that payment be made pursuant to the default provision of the Plan)
      and will not be liable to any person making claim for such payment under a
      subsequently filed designation or for any other
  reason.

            


    

    


    
      	
               
      

            	
              ADM
      may rely on the latest designation on file with it (or may direct that
      payment be made pursuant to the default provision if an effective
      designation is not on file) and will not be liable to any person making
      claim for such payment under a subsequently filed designation or for any
      other reason.

            


    

    


    
      	
               
      

            	
              If
      a Participant designates a Beneficiary by name that is accompanied by a
      description of a business, legal or family relationship to the Participant
      (e.g., “spouse”,
      “business partner”, “landlord”), such Beneficiary will be deemed to have
      predeceased the Participant if such relationship has been dissolved or no
      longer exists at the death of the Participant.  If a Participant
      designates a Beneficiary by name that is accompanied by a description of a
      personal relationship to the Participant (e.g., “friend”), the
      dissolution of that relationship will not affect the
      designation.

            


    

    


    
      	
              6.2.4

            	
              Default
      Designation.  If a Beneficiary designation is not on file
      with ADM, or if no designated Beneficiary survives the Participant, the
      Beneficiary will be the person or persons surviving the Participant in the
      first of the following classes in which there is a survivor, share and
      share alike:

            


    

    


    
      
      

    

    
      
        	
              	
                (a)

              	
                The
      Participant’s Spouse or Certified Domestic
  Partner.

              


      

    

    
      
      

    

     

    
      
        	 	(b) 	The
      Participant’s children, except that if any of the Participant’s children
      predecease the Participant but leave issue surviving the Participant, such
      issue will take by right of representation the share their parent would
      have taken if living. 
	 	 	 
	
                 
      

              	
                (c)

              	
                The
      Participant’s parents.

              
	 	 	 
	 	
                (d)

              	The
      Participant's brothers and
sisters. 


      

    

     

    
      	
               
      

            	
              (e)

            	
              The
      Participant’s estate.

            


    

    


    
      	
               
      

            	
              The
      identity of the Beneficiary in each case will be determined by
      ADM.

            


    

    


    
      	
              6.3

            	
              Cash-Out
      of Small Benefits.  If
      at any time during the payment of an annuity to a Spouse or Certified
      Domestic Partner, the present value of the remaining payments due under
      such annuity, together with any benefits due under all other Aggregated
      Plans, does not exceed the applicable dollar amount then in effect under
      Code § 402(g)(1)(B), then ADM may, in its sole discretion, direct
      that a lump sum of such present value under this Plan and all other
      Aggregated Plans be paid to the Spouse or Certified Domestic Partner in
      full settlement of all obligations under such plans to the Spouse or
      Certified Domestic Partner.

            


    

    


    Present
value for this purpose will be determined using the following actuarial
assumptions: Interest – the annual rate of interest prescribed by the Internal
Revenue Service for purposes of Code § 417(e), with the interest rate prescribed
for October applying with respect to any payment date during the next Plan Year;
Mortality – the mortality table used to convert to lump-sum amounts under the
Qualified Retirement Plan as of the same commencement date.

    


    
      	
              6.4

            	
              No
      Other Survivor Benefits.  No survivor
      benefits are payable to anyone with respect to a Participant except as
      provided in Sec. 6.1.

            


    

    


    


    ARTICLE VII

    


    CONTRACTUAL OBLIGATIONS AND
FUNDING

    


    
      	
              7.1

            	
              Contractual
      Obligations.

            


    

    


    
      	
              7.1.1

            	
              Obligations of
      Employer.  The Plan creates a contractual obligation on
      the part of ADM and each Participating Affiliate to provide benefits as
      set forth in the Plan with respect
to:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Participants
      who are employed with ADM or that Participating
  Affiliate;

            


    

    


    
      	
               
      

            	
              (b)

            	
              Participants
      who were employed with ADM or that Participating Affiliate prior to
      Termination of Employment; and

            


    

    


    
      	
               
      

            	
              (c)

            	
              Beneficiaries
      of the Participants described in (a) and
(b).

            


    

    


    A
Participating Affiliate is not responsible for (and has no contractual
obligation with respect to) benefits payable to a Participant who is or was
employed with ADM or another Participating Affiliate unless the second
Participating Affiliate is a successor to the legal liabilities of the first
Participating Affiliate (for example, as a result of a merger). If a Participant
is employed with two or more employers (ADM and a Participating Affiliate, or
two or more Participating Affiliates, etc.), either concurrently or at different
times, each will be responsible for the benefit attributable to the period of
service with such employer.

    


    Notwithstanding
the contractual obligation, no Participant or Spouse entitled to benefits under
this Plan has any right, title or claim in or to any specific assets of ADM or
any Participating Affiliate, but instead has the right of a general creditor of
such employer.

    


    
      	
              7.1.2

            	
              Guarantee by
      Company. ADM will guarantee
      and assume secondary liability for the contractual commitment of each
      Participating Affiliate under Sec.
7.1.1.

            


    

    


    
      	
              7.1.3

            	
              Transfer of Liability
      in Corporate Transaction.  In the event of a sale of the
      stock to an unrelated buyer, or a disposition by means of a forward or
      reverse merger involving an unrelated buyer, or similar corporate
      transaction, where an employer ceases as a result of the transaction to be
      an Affiliate, for any individual who remains employed with the employer
      after it ceases to be an Affiliate, the transaction will not be deemed to
      constitute a Separation from Service and benefits thereafter will be paid
      in accordance with the terms of the Plan or, if applicable, the successor
      plan established by the buyer or an affiliate in a manner consistent with
      Code § 409A.

            


    

    


    
      	
               
      

            	
              In
      the event of a sale of substantial assets (such as a plant or division, or
      substantially all assets of a trade or business) of ADM or an Affiliate to
      an unrelated buyer, ADM and the buyer may agree to transfer the
      contractual obligation and liability for benefits with respect to any
      individual who becomes an employee of the buyer or an affiliate of the
      buyer upon the closing or in connection with such
      transaction.  In such case, the transaction will not be deemed
      to constitute a Separation from Service and benefits thereafter will be
      paid in accordance with the terms of the Plan or a successor plan
      established by the buyer or an affiliate in a manner consistent with Code
      § 409A.

            


    

    


    
      	
              7.2

            	
              Funding.
      

            


    

    


    
      	
              7.2.1

            	
              Establishment and
      Funding of Rabbi Trust. ADM may, in its sole and absolute
      discretion, establish a “rabbi” trust to serve as a funding vehicle for
      benefits payable under the Plan.  However, neither ADM nor any
      Participating Affiliate will have any obligation to establish such a
      trust, or to fund such trust if
established.

            


    

    


    Neither
ADM nor any Participating Affiliate will transfer or contribute any funds during
any “restricted period,” as defined in Code § 409A(b)(3)(B), to any rabbi trust
established under this Section 7.2.1.  If any funds are
transferred or contributed during a restricted period and ADM certifies in
writing that such transfer or contribution was disallowed under this provision,
the funds will be deemed to have been transferred or contributed under a mistake
of fact and will be returned to ADM or the Participating Affiliate, along with
any earnings allocable to such funds, regardless of whether the rabbi trust’s
terms establish it as revocable or irrevocable.

    


    Any rabbi
trust hereby established may be revocable if so established under the terms of
the trust.  The assets of any rabbi trust hereby established will not
be held or transferred outside of the United States, and the trust will not have
any other feature that would result in a transfer of property being deemed to
have occurred under Code § 409A (for example, there will be no funding
obligation or restrictions on assets in connection with a change in financial
health of ADM or any Affiliate).

    


    Any rabbi
trust used to fund benefits payable under this Plan may be used to fund benefits
payable under any other non-qualified deferred compensation plan maintained by
ADM or any Participating Affiliate.

    


    
      	
              7.2.2

            	
              Effect on Benefit
      Obligations.  The establishment and funding of a rabbi
      trust will not affect the contractual obligations of ADM and each
      Participating Affiliate under Sec. 7.1, except that such obligations with
      respect to any Participant or Beneficiary will be offset to the extent
      that payments actually are made from the trust to such Participant or
      Spouse.  In the case of any transfer of contractual obligations
      and liabilities under Sec. 7.1.3, the parties may arrange for a transfer
      of assets to a rabbi trust maintained by the buyer or an affiliate of the
      buyer.

            


    

    


    


    ARTICLE VIII

    


    AMENDMENT AND TERMINATION OF
PLAN

    


    
      	
              8.1

            	
              Right
      to Amend or Terminate.

            


    

    


    
      	
              8.1.1

            	
              Amendment.  ADM
      may amend the Plan at any time and for any reason by action of the
      following:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Board of
      Directors.  The Board can adopt any amendment to the
      Plan, and any amendment that has a material negative cost impact to ADM is
      reserved exclusively to the Board.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Benefit Plans
      Committee or Chief Executive Officer. The ADM Benefit Plans
      Committee or the Chief Executive Officer of ADM can adopt any amendment to
      the Plan that is not reserved to the Board (that is, any amendment that
      does not have a material negative cost impact to ADM).  The
      Benefit Plans Committee or Chief Executive Officer, in its/his/her sole
      and absolute discretion, can determine the cost impact of an amendment,
      and the validity of amendment will not be open to challenge if based upon
      a good faith determination of the cost impact made by the Benefit Plans
      Committee or Chief Executive
Officer.

            


    

    


    The
Benefit Plans Committee or Chief Executive Officer acts on behalf ADM in its
corporate capacity in connection with any amendment to the Plan.

    


    
      	
               
      

            	
              (c)

            	
              Persons with Delegated
      Authority. The Board and the ADM Benefit Plans Committee and ADM
      Chief Executive Officer, by resolution or written action, can delegate the
      amendment authority vested in such person or body to any other person,
      committee or body.

            


    

    


    
      	
              8.1.2

            	
              Termination.  ADM
      may terminate the Plan at any time and for any reason by action of the
      Board.

            


    

    


    
      	
              8.1.3

            	
              Delayed Timing of
      Amendment or Termination Effective Under Code
      § 409A.  ADM, acting pursuant to Sec. 8.1.1,
      generally will determine the effective date of any amendment to the
      Plan.  However, if Code § 409A requires a delayed effective
      date (for example, if an amendment changes a deferral rule in a way that
      must be delayed for twelve (12) months), then the amendment will be
      effective as of the later of the date determined by ADM or the earliest
      effective date allowed under Code
§ 409A.

            


    

    


    
      	
               
      

            	
              ADM
      generally will determine the effective date of a termination of the
      Plan.

            


    

    


    
      	
              8.2

            	
              Limits
      on Effect of Amendment or Termination.

            


    

    


    
      	
              8.2.1

            	
              No Negative Effect on
      Accrued Benefit.  An amendment or termination of the Plan
      may not have the effect of reducing the overall benefit attributable to
      the period prior to amendment or termination and payable to the
      Participant under the Qualified Retirement Plan or this
      Plan.  This will not prohibit an amendment that reduces or
      eliminates the benefit accrued and payable under this Plan and shifts the
      liability for such benefit to another nonqualified retirement plan
      maintained by ADM or an Affiliate, or any successor, or to the Qualified
      Retirement Plan, or an amendment that is required by law or for which the
      failure to adopt the amendment would have adverse tax consequences to the
      Participants affected by such amendment (as determined by
      ADM).

            


    

    


    
      	
              8.2.2

            	
              Liquidation
      Terminations.  ADM may terminate the Plan and provide for
      the acceleration and liquidation of all benefits remaining due under the
      Plan pursuant to Treas. Reg. § 1.409A-3(j)(4)(ix). If such a
      termination and liquidation occurs, all accruals under the Plan will be
      discontinued (and all Active Participants will cease to be Active
      Participants) as of the termination date established by ADM, and benefits
      remaining due will be paid in a lump-sum at the time specified by ADM as
      part of the action terminating the Plan and consistent with Treas. Reg.
      § 1.409A-3(j)(4)(ix).

            


    

    


    
      	
              8.2.3

            	
              Other
      Terminations.  ADM may terminate the Plan other than
      pursuant to Treas. Reg. § 1.409A-3(j)(4)(ix).  In the event
      of such other termination, all accruals under the Plan will be
      discontinued (and all Active Participants will cease to be Active
      Participants), but all benefits remaining payable under the Plan will be
      paid at the same time and in the same form as if the termination had not
      occurred – that is, the termination will not result in any acceleration of
      any distribution under the Plan.

            


    

    


    


    ARTICLE IX

    


    ADMINISTRATION/CLAIMS
PROCEDURES

    


    
      	
              9.1

            	
              Administration.

            


    

    


    
      	
              9.1.1

            	
              Administrator.  ADM
      is the administrator of the Plan with authority to control and manage the
      operation and administration of the Plan and make all decisions and
      determinations incident thereto.  Action on behalf of ADM as
      administrator may be taken by any of the
  following:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Its
      Benefit Plans Committee;

            


    

    


    
      	
               
      

            	
              (b)

            	
              Its
      Chief Executive Officer; or

            


    

    


    
      	
               
      

            	
              (c)

            	
              Any
      individual, committee, or entity to whom responsibility for the operation
      and administration of the Plan is allocated by the Benefit Plans Committee
      or Chief Executive Officer.

            


    

    


    Where
action is to be taken by the Board under the Plan, such action is taken in a
corporate capacity (and not as administrator) with respect to the
Plan.

    


    
      	
              9.1.2

            	
              Third-Party Service
      Providers.  ADM may from time to time contract with or
      appoint a recordkeeper or other third-party service provider for the
      Plan.  Any such recordkeeper or other third-party service
      provider will serve in a non-discretionary capacity and will act in
      accordance with directions given and/or procedures established by
      ADM.

            


    

    


    
      	
              9.1.3

            	
              Rules of
      Procedure.  ADM may establish, adopt or revise such rules
      and regulations as it may deem necessary or advisable for the
      administration of the Plan.

            


    

    


    
      	
              9.2

            	
              Correction
      of Errors And Duty to Review Information.

            


    

    


    
      	
              9.2.1

            	
              Correction of
      Errors.  Errors may occur in the operation and
      administration of the Plan.  ADM reserves the right to cause
      such equitable adjustments to be made to correct for such errors as it
      considers appropriate (including adjustments to pension statements), which
      will be final and binding on the Participant or
    Beneficiary.

            


    

    


    
      	
              9.2.2

            	
              Participant Duty to
      Review Information.  Each Participant and Beneficiary has
      the duty to promptly review any information that is provided or made
      available to the Participant or Beneficiary and that relates in any way to
      the operation and administration of the Plan or his/her payment elections
      under the Plan and to notify ADM of any error made in the operation or
      administration of the Plan that affects the Participant or Beneficiary
      within thirty (30) days of the date such information is provided or made
      available to the Participant or Beneficiary (for example, the date the
      information is sent by mail or the date the information is provided or
      made available electronically).  If the Participant or
      Beneficiary fails to review any information or fails to notify ADM of any
      error within such period of time, he/she will not be able to bring any
      claim seeking relief or damages based on the
  error.

            


    

    


    If ADM is
notified of an alleged error within the thirty (30) day time period, ADM will
investigate and either correct the error or notify the Participant or
Beneficiary that it believes that no error occurred. If the Participant or
Beneficiary is not satisfied with the correction (or the decision that no
correction is necessary), he/she will have sixty (60) days from the date of
notification of the correction (or notification of the decision that no
correction is necessary), to file a formal claim under the claims procedures
under Sec. 9.3.

    


    
      	
              9.3

            	
              Claims
      Procedure.

            


    

    


    
      	
              9.3.1

            	
              Claims
      Procedure.  If a Participant or Beneficiary does not feel
      as if he/she has received full payment of the benefit due such person
      under the Plan, or if a Participant or Beneficiary feels that an error has
      been made with respect to his/her benefit under the Plan and has satisfied
      the requirements in Sec. 9.2.2, the Participant or Beneficiary (or such
      authorized representative) may file a claim in accordance with the claims
      procedure set forth in the summary created for the Plan or other claims
      procedure policy adopted by ADM.  Following the claims procedure
      through completion is a condition of filing an arbitration action under
      Sec. 9.3.2.

            


    

    


    The
Benefits Plans Committee will decide all claims and its decision on appeal will
be final and binding subject to Sec. 9.3.2.

    


    
      	
              9.3.2

            	
              Arbitration.  If
      a Participant or Beneficiary follows the claims procedures but his/her
      final appeal is denied, he/she will have one year to file an arbitration
      action with respect to that claim, and failure to meet the one-year
      deadline will extinguish his/her right to file an arbitration action with
      respect to that claim.

            


    

    


    Any
claim, dispute or other matter in question of any kind relating to this Plan
which is not resolved by the claims procedures will be settled by arbitration in
accordance with the employment dispute resolution rules of the American
Arbitration Associa­tion.  Notice of demand for arbitration will
be made in writing to the opposing party and to the American Arbitration
Association within one year after the final decision on appeal is issued, and if
not filed within one year, all rights to benefits are forfeited under the
Plan.  The decision of the arbitrator(s) will be final and may be
enforced in any court of competent jurisdiction.

    


    The
arbitrator(s) may award reasonable fees and expenses to the prevailing party in
any dispute hereunder and will award reasonable fees and expenses in the event
that the arbitrator(s) find that the losing party acted in bad faith or with
intent to harass, hinder or delay the prevailing party in the exercise of its
rights in connection with the matter under dispute.

    


    
      	
              9.3.3

            	
              Participant
      Responsible for Timely Action Under Code
      § 409A.  The Participant will be solely responsible
      for taking prompt actions in the event of disputed payments as necessary
      to avoid any adverse tax consequences under Code § 409A, even if
      action is required to be taken under Code § 409A in a more timely
      manner than is required under the claims procedures of this Sec.
      9.3.

            


    

    


    
      	
              9.4

            	
              Indemnification.  ADM and its
      Participating Affiliates jointly and severally agree to indemnify and hold
      harmless, to the extent permitted by law, each director, officer, and
      employee against any and all liabilities, losses, costs, or expenses
      (including legal fees) of whatsoever kind and nature that may be imposed
      on, incurred by, or asserted against such person at any time by reason of
      such person’s services in the administration of the Plan, but only if such
      person did not act dishonestly, or in bad faith, or in willful violation
      of the law or regulations under which such liability, loss, cost, or
      expense arises.

            


    

    


    
      	
              9.5

            	
              Exercise
      of Authority. ADM, its Benefit Plans
      Committee and Chief Executive Officer and any other person who has
      authority with respect to the management, administration or investment of
      the Plan may exercise that authority in its/his/her full
      discretion.  This discretionary authority includes, but is not
      limited to, the authority to make any and all factual determinations and
      interpret all terms and provisions of this document (or any other document
      established for use in the administration of the Plan) relevant to the
      issue under consideration.  The exercise of authority will be
      binding upon all persons; and it is intended that the exercise of
      authority be given deference in arbitration, and that it not be overturned
      or set aside in arbitration unless found to be arbitrary and
      capricious.

            


    

    


    
      	
              9.6

            	
              Telephonic
      or Electronic Notices and Transactions. Any
      notice that is required to be given under the Plan to a Participant or
      Beneficiary, and any action that can be taken under the Plan by a
      Participant or Beneficiary (including distribution, consents, etc.), may
      be by means of voice response or other electronic system to the extent so
      authorized by ADM.

            


    

    


    


    ARTICLE X

    


    MISCELLANEOUS

    


    
      	
              10.1

            	
              Nonassignability.

            


    

    


    
      	
              10.1.1

            	
              General Rule Regarding
      Assignment.  Neither the rights of, nor benefits payable
      to, a Participant or Beneficiary under the Plan may be alienated,
      assigned, transferred, pledged or hypothecated by any person, at any time,
      or to any person whatsoever.  Such interest and benefits will be
      exempt from the claims of creditors or other claimants of the Participant
      or Beneficiary and from all orders, decrees, levies, garnishments or
      executions to the fullest extent allowed by law, except as provided in
      Sec. 10.1.2.

            


    

    


    
      	
              10.1.2

            	
              Domestic Relations
      Orders.  The Plan will comply with any court order
      purporting to divide the benefits payable under this Plan pursuant to a
      state’s domestic relations laws to the extent permitted under Code §
      409A.  However, such court order shall be deemed to only apply
      to such amounts that actually become payable to a Participant under the
      terms of this Plan (and shall not create a separate interest in favor of
      the alternate payee).

            


    

    


    
      	
              10.2

            	
              Withholding.  A
      Participant must make appropriate arrangements with ADM or Participating
      Affiliate for satisfaction of any federal, state or local income tax
      with­holding requirements and Social Security or other employee tax
      requirements applicable to the payment of benefits under the
      Plan.  If no other arrangements are made, ADM or Participating
      Affiliate may provide, at its discretion, for such withholding and tax
      payments as may be required, including, without limitation, by the
      reduction of other amounts payable to the
  Participant.

            


    

    


    
      	
              10.3

            	
              Right
      of Setoff.  Notwithstanding
      any other provisions of this Plan, ADM reserves the right to withhold and
      setoff from any distribution or payments to a Participant or Beneficiary
      under the Plan any amount owed to ADM or an Affiliate by the Participant,
      whether such obligation is matured or unmatured and however arising, at
      the time of (and with priority over) any such distribution or
      payment.  Further, ADM reserves the right to withhold and setoff
      from the Participant’s Account any amount owed to ADM or an Affiliate by
      the Participant, as satisfaction of such obligation of the Participant,
      where such obligation is incurred in the ordinary course of the service
      relationship between the Participant and ADM or an Affiliate, the entire
      amount of reduction in any of ADM’s taxable years that does not
      exceed five thousand dollars ($5,000), and the reduction is made at the
      same time and in the same amount as the obligation otherwise would have
      been due and collected from the
Participant.

            


    

    


    
      	
              10.4

            	
              Uniformed
      Services Employment and Reemployment Rights Act.  Notwithstanding
      any other provisions of the Plan, deferral elections and changes to the
      time and form of payment shall be allowed in a manner consistent with the
      Uniformed Services Employment and Reemployment Rights Act (USERRA) to the
      extent authorized by Treasury Regulation
      § 1.409A-2(a)(15).

            


    

    


    
      	
              10.5

            	
              Successors
      of ADM.  The rights
      and obligations of ADM or a Participating Affiliate under the Plan will
      inure to the benefit of, and will be binding upon, the successors and
      assigns of ADM or such Participating
Affiliate.

            


    

    


    
      	
              10.6

            	
              Employment
      Not Guaranteed.  Nothing
      contained in the Plan nor any action taken hereunder will be construed as
      a contract of employment or as giving any Participant any right to
      continued employment with ADM or any
Affiliate.

            


    

    


    
      	
              10.7

            	
              Gender,
      Singular and Plural.  All
      pronouns and any variations thereof will be deemed to refer to the
      masculine, feminine, or neuter, as the identity of the person or persons
      may require.  As the context may require, the singular may be
      read as the plural and the plural as the
  singular.

            


    

    


    
      	
              10.8

            	
              Captions.  The
      captions of the articles, paragraphs and sections of this document are for
      convenience only and will not control or affect the meaning or
      construction of any of its
provisions.

            


    

    


    
      	
              10.9

            	
              Validity.  In the
      event any provision of the Plan is held invalid, void or unenforceable,
      the same will not affect, in any respect whatsoever, the validity of any
      other provisions of the Plan.

            


    

    


    
      	
              10.10

            	
              Waiver
      of Breach.  The waiver
      by ADM of any breach of any provision of the Plan will not operate or be
      construed as a waiver of any subsequent breach by that Participant or any
      other Participant.

            


    

    


    
      	
              10.11

            	
              Notice.  Any notice
      or filing required or permitted to be given to ADM or the Participant
      under this Agreement will be sufficient if in writing and hand-delivered,
      or sent by registered or certified mail, in the case of ADM, to the
      principal office of ADM, directed to the attention of ADM, and in the case
      of the Participant, to the last known address of the Participant indicated
      on the employment records of ADM.  Such notice will be deemed
      given as of the date of delivery or, if delivery is made by mail, as of
      the date shown on the postmark on the receipt for registration or
      certification.  Notices to ADM may be permitted by electronic
      communication according to specifications established by
    ADM.

            


    

    


    


    fb.us.2013702.04