exhibit10iiidcpii.htm


    
      
        

      

      

    


    Exhibit 10.3

    


    


    


    


    


    


    


    


     

     

    
 

    


    


    

    
ADM

    DEFERRED
COMPENSATION PLAN

    FOR

    SELECTED
MANAGEMENT EMPLOYEES II

    


    


    (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 AND CONSTRUCTION

                  	
                    2

                  
	 
      	
                    2.1

                  	
                    Definintions

                  	
                    2

                  
	 
      	
                    2.2

                  	
                    Choice
      of Law

                  	
                    6

                  
	 
      	 
      	 
      	 
      
	
                    ARTICLE
      III  PARTICIPATION AND CONTRIBUTION CREDITS

                  	
                    6

                  
	 
      	
                    3.1

                  	
                    Participation

                  	
                    6

                  
	 
      	
                    3.2

                  	
                    Elective
      Deferral Credits

                  	
                    7

                  
	 
      	
                    3.3

                  	
                    Company
      Matching Credits

                  	
                    8

                  
	 
      	 
      	 
      	 
      
	
                    ARTICLE
      IV  ACCOUNTS AND INVESTMENT ADJUSTMENTS

                  	
                    9

                  
	 
      	
                    4.1

                  	
                    Accounts

                  	
                    9

                  
	 
      	
                    4.2

                  	
                    Valuation
      of Accounts

                  	
                    9

                  
	 
      	
                    4.3

                  	
                    Earnings
      Credits

                  	
                    10

                  
	 
      	
                    4.4

                  	
                    Statements

                  	
                    10

                  
	 
      	 
      	 
      	 
      
	
                    ARTICLE
      V  VESTING

                  	
                    10

                  
	 
      	 
      	 
      	 
      
	
                    ARTICLE
      VI  SCHEDULED DISTRIBUTIONS

                  	
                    11

                  
	 
      	
                    6.1

                  	
                    Scheduled
      Distributions

                  	
                    11

                  
	 
      	
                    6.2

                  	
                    Severe
      Financial Hardship Withdrawal

                  	
                    13

                  
	 
      	 
      	 
      	 
      
	
                    ARTICLE
      VII  DISTRIBUTIONS AFTER SEPARATION OR
DISABILITY

                  	
                    13

                  
	 
      	
                    7.1

                  	
                    Benefit
      on Separation from Service or Disability

                  	
                    13

                  
	 
      	
                    7.2

                  	
                    Time
      and Form of Distribution

                  	
                    13

                  
	 
      	
                    7.3

                  	
                    Cash-Out
      of Small Accounts

                  	
                    14

                  
	 
      	
                    7.4

                  	
                    Valuation
      of Accounts Following Separation from Service

                  	
                    15

                  
	 
      	 
      	 
      	 
      
	
                    ARTICLE
      VIII  DISTRIBUTIONS AFTER DEATH

                  	
                    15

                  
	 
      	
                    8.1

                  	
                    Survivor
      Benefits

                  	
                    15

                  
	 
      	
                    8.2

                  	
                    Beneficiary
      Designation

                  	
                    16

                  
	 
      	
                    8.3

                  	
                    Successor
      Beneficiary

                  	
                    17

                  
	 
      	
                    8.4

                  	
                    Cash-Out
      of Small Accounts

                  	
                    17

                  
	 
      	
                    8.5

                  	
                    Valuation
      of Accounts Following Separation from Service

                  	
                    17

                  
	 
      	 
      	 
      	 
      
	
                    ARTICLE
      IX  CONTRACTUAL OBLIGATIONS AND FUNDING

                  	
                    17

                  
	 
      	
                    9.1

                  	
                    Contractual
      Obligations

                  	
                    17

                  
	 
      	
                    9.2

                  	
                    Obligations
      Upon Occurrence of a Funding Event

                  	
                    18

                  
	 
      	 
      	 
      	 
      
	
                    ARTICLE
      X  AMENDMENT AND TERMINATION OF PLAN

                  	
                    19

                  
	 
      	
                    10.1

                  	
                    Right
      to Amend or Terminate

                  	
                    19

                  
	 
      	
                    10.2

                  	
                    Limits
      on Effect of Amendment or Termination

                  	
                    20

                  
	 
      	 
      	 
      	 
      
	
                    ARTICLE
      XI  ADMINISTRATION/CLAIMS PROCEDURES

                  	
                    20

                  
	 
      	
                    11.1

                  	
                    Administration

                  	
                    20

                  
	 
      	
                    11.2

                  	
                    Correction
      of Errors And Duty to Review Information

                  	
                    21

                  
	 
      	
                    11.3

                  	
                    Claims
      Procedure

                  	
                    21

                  
	 
      	
                    11.4

                  	
                    Indemnification

                  	
                    22

                  
	 
      	
                    11.5

                  	
                    Exercise
      of Authority

                  	
                    22

                  
	 
      	
                    11.6

                  	
                    Telephonic
      or Electronic Notices and Transactions

                  	
                    22

                  
	 
      	 
      	 
      	 
      
	
                    ARTICLE
      XII  MISCELLANEOUS

                  	
                    22

                  
	 
      	
                    12.1

                  	
                    Nonassignability

                  	
                    22

                  
	 
      	
                    12.2

                  	
                    Withholding

                  	
                    22

                  
	 
      	
                    12.3

                  	
                    Right
      of Setoff

                  	
                    23

                  
	 
      	
                    12.4

                  	
                    Uniformed
      Services Employment and Reemployment Rights Act

                  	
                    23

                  
	 
      	
                    12.5

                  	
                    Successors
      of ADM

                  	
                    23

                  
	 
      	
                    12.6

                  	
                    Employment
      Not Guaranteed

                  	
                    23

                  
	 
      	
                    12.7

                  	
                    Gender,
      Singular and Plural

                  	
                    23

                  
	 
      	
                    12.8

                  	
                    Captions

                  	
                    23

                  
	 
      	
                    12.9

                  	
                    Validity

                  	
                    23

                  
	 
      	
                    12.10

                  	
                    Waiver
      of Breach

                  	
                    23

                  
	 
      	
                    12.11

                  	
                    Notice

                  	
                    23

                  
	 
      	 
      	 
      	 
      
	
                    APPENDIX
      A SPECIAL RULES FOR CERTAIN EMPLOYEES OF INTERNATIONAL 

                    MALTING
      COMPANY LLC

                  	
                    24

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


          

        

      


      
 

    

     

    
      	 	 	 	 
	 	 	 	 
	 	 	 	 


    

     

     

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ADM

    DEFERRED
COMPENSATION PLAN

    FOR

    SELECTED
MANAGEMENT EMPLOYEES II

    


    ARTICLE I

    


    INTRODUCTION

    


    
      	
              1.1

            	
              Purpose
      of the Plan; History.  The
      ADM DEFERRED COMPENSATION
      PLAN FOR SELECTED MANAGEMENT EMPLOYEES II is sponsored by ADM and
      its Participating Affiliates to attract high quality executives and to
      provide eligible executives with an opportunity to save on a pre-tax basis
      and accumulate tax-deferred earnings to achieve their financial
      goals.

            


    

    


    
      	
               
      

            	
              The
      Plan is the successor to the ADM Deferred Compensation Plan for Selected
      Management Employees I (As Amended and Restated Effective September 1,
      2001), as amended by a First, Second, Third, Fourth, Fifth, Sixth, Seventh
      and Eighth Amendment.  The Seventh Amendment to the Prior Plan
      “froze” that plan to new deferrals effective as of December 31,
      2004.  All obligations under the Prior Plan will be satisfied
      under the Prior Plan.

            


    

    


    
      	
               
      

            	
              The
      Plan was restated effective as of December 1, 2004, which restatement was
      amended by a First Amendment adopted August 17, 2006 and a Second
      Amendment adopted on April 2, 2008.   These documents
      reflect good faith compliance with the requirements of Code § 409A
      for the period from January 1, 2005 to December 31,
  2008.

            


    

    


    
      	
               
      

            	
              The
      Plan most recently was restated as of the effective date specified in Sec.
      1.4.

            


    

    


    
      	
              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 document 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.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE II

    


    DEFINITIONS AND
CONSTRUCTION

    


    
      	
              2.1

            	
              Definitions.

            


    

    


    
      	
              2.1.1

            	
              “Account” means
      an account established for a Participant pursuant to Article
      IV.

            


    

    


    
      	
              2.1.2

            	
              “ADM” means
      Archer Daniels Midland Company.

            


    

    


    
      	
              2.1.3

            	
              “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)).

            


    

    


    
      	
              2.1.4

            	
              “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).

            


    

    


    
      	
              2.1.5

            	
              “Beneficiary”
      means a person or persons designated as such pursuant to Sec.
      8.2.

            


    

    


    
      	
              2.1.6

            	
              “Board” means
      the Board of Directors of ADM or, except for purposes of applying the
      definition of Change in Control or Potential Change in Control, its
      Compensation Committee.

            


    

    


    
      	
              2.1.7

            	
              “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.

            


    

    


    
      	
              2.1.8

            	
              “Change in
      Control” means either:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Acquisition of 30%
      Control.  A person other than ADM or a subsidiary of ADM
      acquires beneficial ownership, directly or indirectly, of thirty-percent
      (30%) or more of the combined voting power of ADM’s then outstanding
      securities entitled to vote generally in the election of directors
      (“Voting Securities”), provided that the following will not constitute a
      Change in Control under this subsection
(a):

            


    

    


    
      
      

    

    
      
        	 	(1)	Any
      acquisition directly from ADM; 
	 	 	 
	
                 
      

              	
                (2)

              	
                Any
      acquisition by any employee benefit plan (or related trust) sponsored or
      maintained by ADM or one or more of its subsidiaries;
  and

              


      

    

    


    
      	
               
      

            	
              (3)

            	
              Any
      acquisition by any corporation with respect to which, immediately
      following such acquisition, more than sixty percent (60%) of,
      respectively, the then outstanding shares of common stock of such
      corporation and the combined voting power of the then outstanding voting
      securities of such corporation entitled to vote generally in the election
      of directors is then beneficially owned, directly or indirectly, by all or
      substantially all of the persons who were the beneficial owners,
      respectively, of the outstanding ADM common stock and Voting Securities
      immediately prior to such acquisition in substantially the same
      proportions as their ownership, immediately prior to such acquisition, of
      the outstanding ADM common stock and Voting Securities, as the case may
      be.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Liquidation or
      Dissolution.  The complete dissolution or liquidation of
      ADM, or the sale or other disposition of all or substantially all of the
      assets of ADM (in one or a series of transactions), other than to a
      corporation with respect to which, immediately following such sale or
      other disposition, more than sixty percent (60%) of, respectively, the
      then outstanding shares of common stock of such corporation and the
      combined voting power of the then outstanding voting securities of such
      corporation entitled to vote generally in the election of directors is
      then beneficially owned, directly or indirectly, by all or substantially
      all of the persons who were the beneficial owners, respectively, of the
      outstanding ADM common stock and Voting Securities immediately prior to
      such sale or other disposition in substantially the same proportions as
      their ownership, immediately prior to such sale or other disposition, of
      the outstanding ADM common stock and Voting Securities, as the case may
      be;

            


    

     

    
      
      

      
        

      

    

    
      
      

    

    
      	
               
      

            	
              (c)

            	
              Certain Business
      Combinations.  Consummation of a reorganization, merger
      or consolidation of ADM (other than a merger or consolidation with a
      subsidiary of ADM) or a statutory exchange of outstanding Voting
      Securities of ADM, unless immediately following such reorganization,
      merger, consolidation or exchange, all or substantially all of the persons
      who were the beneficial owners, respectively, of the outstanding ADM
      common stock and Voting Securities immediately prior to such
      reorganization, merger, consolidation or exchange beneficially own,
      directly or indirectly, more than sixty percent (60%) of, respectively,
      the then outstanding shares of common stock and the combined voting power
      of the then outstanding voting securities entitled to vote generally in
      the election of directors, as the case may be, of the corporation
      resulting from such reorganization, merger, consolidation or exchange in
      substantially the same proportions as their ownership, immediately prior
      to such reorganization, merger, consolidation or exchange, of the
      outstanding ADM common stock and Voting Securities, as the case may be;
      or

            


    

    


    
      	
               
      

            	
              (d)

            	
              Change in
      Board. A majority of the members of the Board are not Continuing
      Directors.  For purposes of this subsection (d), “Continuing
      Directors” shall mean:

            


    

    


    
      	
               
      

            	
              (1)

            	
              Individuals
      who, on January 1, 2005, are directors of
ADM;

            


    

    


    
      	
               
      

            	
              (2)

            	
              Individuals
      elected as directors of ADM subsequent to January 1, 2005, for whose
      election proxies have been solicited by the Board;
  or

            


    

    


    
      	
               
      

            	
              (3)

            	
              Any
      individual elected or appointed by the Board to fill a vacancy on the
      Board caused by death or resignation (but not by removal) or to fill a
      newly created directorship.

            


    

    


    For
purposes of this definition, a “person” means a person within the meaning of
Sections 13(d) and 14(d) of the Exchange Act, “beneficial ownership” means
beneficial ownership within the meaning of Rule 13d-3 under the Exchange Act,
and “subsidiary” of ADM means any entity of which securities or other ownership
interests having general voting power to elect a majority of the board of
directors or other persons performing similar functions are at the time directly
or indirectly owned by ADM.

    


    
      	
              2.1.9

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

            


    

    


    
      	
              2.1.10

            	
              “Company Matching
      Credit” means the credit to Account G – Company Match Account of a
      Participant, pursuant to Sec. 3.3.

            


    

    


    
      	
              2.1.11

            	
              “Deferral Eligible
      Compensation” means the
following:

            


    

    


    
      
      

    

    
      	
               
      

            	
              (a)

            	
              Base
      salary paid by ADM or any Participating
  Affiliate;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Any
      annual performance-based bonus payable under the annual bonus program
      maintained by ADM (any bonus payable under such program that is not
      performance-based as determined by ADM is not included in Deferral
      Eligible Compensation); and

            


    

    


    
      	
               
      

            	
              (c)

            	
              Any
      other bonus, incentive, or other payments that ADM (acting in its
      corporate capacity) determines in its sole discretion to be eligible for a
      deferral election under this Plan.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              ADM
      will make a determination to include or exclude a given type of pay from
      being Deferral Eligible Compensation prior to the start of a given Plan
      Year as reflected in the payroll system starting with the first payroll
      date within the Plan Year, and such determination will not be modified
      during the Plan Year.

            


    

    


    
      	
              2.1.12

            	
              “Disability”
      means that the Participant is unable to engage in any substantial gainful
      activity by reason of any medically determinable physical or mental
      impairment which can be expected to result in death or can be expected to
      last for a continuous period of not less than twelve (12)
      months.

            


    

    


    
      	
              2.1.13

            	
              “Earnings
      Credit” means the gains and losses credited on the balance of an
      Account based on the choice made by the Participant (or Beneficiary after
      the death of the Participant) among the investment options made available
      under the Plan.

            


    

    


    
      	
              2.1.14

            	
              “Eligible
      Employee” means an Employee:

            


    

    


    
      	
               
      

            	
              (a)

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

            


    

    


    
      	
               
      

            	
              (b)

            	
              Who
      is compensated on a salary basis;

            


    

    


    
      	
               
      

            	
              (c)

            	
              Whose
      annualized base salary is one-hundred seventy-five thousand dollars
      ($175,000) or more; and

            


    

    


    
      	
               
      

            	
              (d)

            	
              Who
      is on payroll in the United States.

            


    

    


    
      	
               
      

            	
              An
      Employee’s “annualized base salary” for this purpose means his/her base
      salary from ADM and its Affiliates (excluding bonuses, incentive payments
      and other special compensation) expressed on an annual
    basis.

            


    

    


    Either
the Board or the Chief Executive Officer of ADM may determine that an Employee
described above will not be an Eligible Employee, or may determine that an
Employee not described above will 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 will cease to be an Active Participant as provided in
Sec. 3.1.3).

    


    
      	
              2.1.15

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

            


    

    


    
      	
              2.1.16

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

            


    

    


    
      	
              2.1.17

            	
              “Exchange Act”
      means the Securities Exchange Act of 1934, as
  amended.

            


    

    


    
      	
              2.1.18

            	
              “Funding Event”
      means a Change in Control or a Potential Change in
  Control.

            


    

    


    
      	
              2.1.19

            	
              “Participant”
      means an Active Participant, or a current or former Eligible Employee who
      is not enrolled but who has a balance remaining in an Account under the
      Plan.  “Active
      Participant” means an Eligible Employee who has enrolled in the
      Plan (or who previously enrolled, but without regard to whether a deferral
      election is currently in place) and who remains an Active Participant
      under Sec. 3.1.3.

            


    

    


    
      	
              2.1.20

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

            


    

    


    
      	
              2.1.21

            	
              “Plan” means the
      ADM Deferred Compensation Plan for Selected Management Employees
      II.

            


    

    


    
      	
              2.1.22

            	
              “Plan Year”
      means the calendar year.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              2.1.23

            	
              “Potential Change in
      Control” means any of the
following:

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      commencement by any person of a tender or exchange offer or a proxy
      contest that would ultimately result in a Change in Control described in
      Secs. 2.1.8(a) or (d);

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      execution of a letter of intent, agreement in principle or definitive
      agreement by ADM that would ultimately result in a Change in
      Control;

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      public announcement by any person of such person’s intent to take or
      consider taking actions which, if consummated, would result in a Change in
      Control; or

            


    

    


    
      	
               
      

            	
              (d)

            	
              The
      adoption by the Board of a resolution to the effect that a Change in
      Control is imminent for purposes of this
Plan.

            


    

    


    If
one-third (1/3rd) of the
Participants, separately or together, provide a written statement to ADM that,
in their good faith opinion, a Potential Change in Control has occurred, then a
Potential Change in Control will be deemed to have occurred for purposes of this
Plan unless ADM, within ten (10) business days after such statement has been
received from the Participants, provides the Participants with an opinion of a
nationally or regionally recognized law firm that a Potential Change in Control
has not occurred for purposes of the Plan.

    


    For
purposes of this definition, a “person” means a person within the meaning of
Sections 13(d) and 14(d) of the Exchange Act.

    


    
      	
              2.1.24

            	
              “Prior Plan”
      means the ADM Deferred Compensation Plan for Selected Management Employees
      I, as amended.

            


    

    


    
      	
              2.1.25

            	
              “Retirement”
      means a Separation from Service on or after the date on which the
      Employee:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Has
      both attained age sixty-five (65) and completed at least five (5) years of
      Continuous Service (as defined in the ADM Retirement Plan) (referred to as
      “Normal
      Retirement”); or

            


    

    


    
      	
               
      

            	
              (b)

            	
              Has
      both attained age fifty-five (55) and completed at least ten (10) years of
      Continuous Service (referred to as “Early
      Retirement”).

            


    

    


    
      	
              2.1.26

            	
              “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. 9.1.3.

    


    
      	
              2.1.27

            	
              “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.

            


    

    


    
      	
              2.1.28

            	
              “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).

            


    

    


    
      	
              2.1.29

            	
              “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).

            


    

    


    
      	
              2.1.30

            	
              “Trustee” means
      the trustee of a trust established pursuant to Sec.
  9.2.

            


    

    


    
      	
              2.1.31

            	
              “Valuation Date”
      means each day on which trading occurs on the New York Stock
      Exchange.

            


    

    


    
      	
              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 AND
CONTRIBUTION CREDITS

    


    
      	
              3.1

            	
              Participation.

            


    

    


    
      	
              3.1.1  

            	
              Eligible
      Employees.  All Eligible Employees will be eligible to
      participate in the Plan.

            


    

    


    
      	
              3.1.2  

            	
              Enrollment.  An
      Eligible Employee who is not a participant in any other Aggregated Plan
      will be allowed to enroll in the Plan during the thirty (30) day period
      following the date he/she is notified of eligibility for the Plan, with
      enrollment to be effective as of the first day of the month that coincides
      with or next follows the last day of such enrollment
      period.  Otherwise, an Eligible Employee may elect to enroll for
      a Plan Year during the annual enrollment period established by ADM for
      such Plan Year, which annual enrollment period will end not later than the
      last day of the prior Plan Year.

            


    

    


    Enrollment
is required and must be made 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).

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              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.
      10.2.2; or

                

              


      

      


      
        	
                 
      

              	
                (c)

              	
                
                  The
      last day of the Plan Year in which the Participant ceases to be an
      Eligible Employee (other than as a result of Separation from Service) or
      in which the Plan is terminated other than pursuant to Sec.
      10.2.2.

                

              


      

       

      
        	
                 
      

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

              


      

       

    

    
      	
              3.2

            	
              Elective Deferral
      Credits.

            


    

    


    
      	
              3.2.1

            	
              Elective Deferral
      Credits.  Elective Deferral Credits will be made for each
      pay date on behalf of each Active Participant who has enrolled in the Plan
      and who thereby elects to have his/her Deferral Eligible Compensation
      reduced in order to receive Elective Deferral Credits.  The
      Elective Deferral Credits for a pay date will be credited to the
      appropriate Account on or as soon as administratively practicable after
      the pay date in an amount equal to the amount of the reduction in Deferral
      Eligible Compensation.

            


    

    


    
      	
               
      

            	
              An
      Eligible Employee may elect to reduce his/her Deferral Eligible
      Compensation by any whole percent, subject to the
    following:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Any
      election against base salary may not be less than five percent (5%) or
      more than seventy-five percent (75%) of base
  salary;

            


    

    


    
      	
               
      

            	
              (b)

            	
              Any
      election against the annual performance-based bonus payable under the
      annual bonus program maintained by ADM may not be less than five percent
      (5%), but may be as much as one-hundred percent (100%) of the
      performance-based bonus.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Any
      election against other Deferral Eligible Compensation will be subject to
      such minimum and/or maximums as may be determined by
  ADM.

            


    

    


    An
election (or the modification or revocation of an election) must be made 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).  An election must be made as part of
enrollment described in Sec. 3.1.2 and must specify the Account(s) to which the
Elective Deferrals are to be credited pursuant to Sec. 4.1.1, and the payment
form associated with such Account.

    


    
      	
               
      

            	
              Deferral
      Eligible Compensation will be reduced first to provide Elective Deferral
      Credits under this Plan, prior to any reduction for any contribution or
      other amount drawn from compensation.  However, the FICA taxes
      due on Elective Deferral Credits, plus pyramided income taxes on such FICA
      amounts will be drawn from the Plan and will reduce the net Elective
      Deferral Credit to the extent other compensation is not available to
      provide for FICA.

            


    

    


    
      	
              3.2.2

            	
              Elections Relate to
      Services Performed After the Election.  An election
      applicable to base salary must be made by December 31st
      of the Plan Year prior to the Plan Year in which the services are
      performed that give rise to the right to receive such base
      pay.  However, for the Plan Year in which an Eligible Employee
      is first notified of eligibility for the Plan, an election made within the
      thirty (30) day period referenced in Sec. 3.1.2 (if applicable to the
      Eligible Employee) may apply to base salary attributable to pay periods
      that start on or after the effective date of enrollment as provided in
      Sec. 3.1.2.

            


    

    


    
      	
               
      

            	
              Any
      election against the annual performance-based bonus payable under the
      annual bonus program maintained by ADM must be made not later than six (6)
      months prior to the end of the performance period (which generally is
      December 31st
      of the Plan Year prior to the Plan Year in which the bonus is
      paid).

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              3.2.3

            	
              Elections are
      Irrevocable for the Plan Year.  An election applied
      against base salary will be “evergreen” – that is, it will apply with
      respect to the Plan Year (or the remaining portion thereof) to which it
      relates and to subsequent Plan Years until changed or revoked by the
      Participant during an open enrollment period, or changed or revoked during
      the Plan Year as provided under this Section; except that, an
      election will not apply to a Plan Year (and a new election will be
      required) if the election would result in any credits inconsistent with
      the terms of the Plan (for example, an election will not be evergreen if
      it would result in credits being made to a Scheduled Distribution Account
      during the scheduled distribution Plan Year of such
      Account).  An election applied against any other Deferral
      Eligible Compensation will apply only to the bonus or other amount to
      which it relates.

            


    

    


    
      	
               
      

            	
              An
      election generally will be irrevocable for a Plan Year, but will be
      revoked if:

            


    

     

    
      
        	
                 
      

              	
                (a)

              	
                
                  The
      Participant receives a hardship withdrawal prior to age fifty-nine and
      one-half (591⁄2) from his/her 401(k) Contribution Account under the ADM
      401(k) Plan for Salaried Employees or other cash or deferred arrangement,
      as defined in Code § 401(k), maintained as part of a qualified plan
      sponsored by ADM or an Affiliate (while it is an Affiliate) – in
      which case the Participant cannot reenroll until the first day of the Plan
      Year that starts at least six (6) months after the hardship
      withdrawal;

                

              


      

       

      
        	
              	
                (b)

              	
                
                  
                    The
      Participant receives a withdrawal for unforeseeable emergency from this
      Plan pursuant to Sec. 6.2 or from the Prior Plan (or receives a comparable
      withdrawal from any Aggregated
  Plan);

                  

                

              


      

      
        
        

      

      


      
        	
                 
      

              	
                (c)

              	
                The
      Participant has a Disability;
or

              


      

    

     

    
      	
               
      

            	
              (d)

            	
              The
      Participant ceases to be an Active
Participant.

            


    

     

    
      
      

    

    
      	
              3.2.4

            	
              Final Payroll Period
      Within Year.  An election in effect for a given Plan Year
      (or portion thereof) with respect to base pay that is paid as part of
      payroll will apply only to payroll periods ending within the Plan Year –
      that is, in the case of the final payroll period starting within a Plan
      Year, if such payroll period ends in the following Plan Year, the election
      in effect for the following Plan Year will apply to amounts payable for
      such payroll period.

            


    

    


    
      	
              3.2.5

            	
              Limits.  ADM
      may, in its sole discretion, limit the minimum or maximum amount of
      Elective Deferral Credits that are allowed under the Plan by any Active
      Participant or any group of Active Participants, provided that such limit
      is established prior to the beginning of the Plan Year or prior to
      enrollment of the affected
Participant.

            


    

    


    
      	
              3.3

            	
              Company
      Matching Credits.  Company
      Matching Credits will be made for each Plan Year on behalf of each
      Participant who receives Elective Deferrals Credits for such Plan Year,
      who has made the maximum permissible elective deferrals permitted under
      Code § 402(g) under the ADM 401(k) Plan for Salaried Employees
      (“401(k) Plan”), and whose employer matching contributions under the
      401(k) Plan are reduced because of the reduction in base pay resulting
      from an election under this Plan (taking into account the compensation
      limit of Code § 401(a)(17) applicable to the matching contributions
      under the 401(k) Plan).  Company Matching Credits for a Plan
      Year will be added to Account G – Company Match Account on or as soon as
      administratively practicable after the first business day of the next Plan
      Year in an amount equal to the difference between the amount of the
      employer matching contributions that would have been made under the 401(k)
      Plan if his/her base pay had not been reduced as a result of the election
      under this Plan (disregarding the impact such additional matching
      contributions would have had on the nondiscrimination test under Code §
      401(m)), and the actual amount of employer matching contributions made
      under the 401(k) Plan for the Plan
Year.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
               
      

            	
              ARTICLE
      IV

            


    

    


    
      	
               
      

            	
              ACCOUNTS AND
      INVESTMENT ADJUSTMENTS

            


    

    


    
      	
              4.1

            	
              Accounts.

            


    

    


    
      	
              4.1.1

            	
              Types of
      Accounts.  The following Accounts will be maintained
      under the Plan as part of the Account of each
  Participant:

            


    

    


    
      	
               
      

            	
              (a)

            	
              “Account
      A – Retirement Account” to reflect Elective Deferral Credits which the
      Participant directs be credited to this
Account.

            


    

    


    
      	
               
      

            	
              (b)

            	
              “Account
      B, C, D, E and/or F – Scheduled Distribution Account” to reflect Elective
      Deferral Credits which the Participant directs be credited to any of these
      Accounts.

            


    

    


    
      	
               
      

            	
              (c)

            	
              “Account
      G – Company Match Account” to reflect Company Matching
      Credits.

            


    

    


    Additional
Accounts may also be maintained if considered appropriate by ADM in the
administration of the Plan.

    


    
      	
              4.1.2  

            	
              Distribution
      Events.  Distributions from Account A – Retirement
      Account and Account G – Company Match Account will occur following
      Separation from Service or Disability in accordance with Article VII, or
      following death in accordance with Article
VIII.

            


    

    


    Distributions
from Account B, C, D, E and/or F – Scheduled Distribution Accounts will be made
in accordance with Article VI, or in the event of a Separation from Service or
Disability over-ride election made by the Participant in accordance with Article
VI, following Separation from Service or Disability in accordance with Article
VII, or in either event following death in accordance with Article
VIII.

    


    
      	
              4.1.3

            	
              Balance of
      Accounts.  An Account will have a cash balance expressed
      in United States dollars.

            


    

    


    
      	
              4.1.4

            	
              Accounts for
      Bookkeeping Only.  Accounts are for bookkeeping purposes
      only and the maintenance of Accounts will not require any segregation of
      assets of ADM or any Participating Affiliate. Except as provided in Sec.
      9.2, neither ADM nor any Participating Affiliate will have any obligation
      whatsoever to set aside funds for the Plan or for the benefit of any
      Participant or Beneficiary, and no Participant or Beneficiary will have
      any rights to any amounts that may be set aside other than the rights of
      an unsecured general creditor of ADM or Participating Affiliate that
      employs (or employed) the
Participant.

            


    

    


    
      	
              4.2

            	
              Valuation
      of Accounts.

            


    

    


    
      	
              4.2.1

            	
              Daily
      Adjustments.  Accounts will be adjusted from time to time
      as follows:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Elective Deferral and
      Company Matching Credits.  Elective Deferral Credits and
      Company Matching Credits will be added to the balance of the appropriate
      Account as of the dates specified in Secs. 3.2 and
  3.3.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Earnings
      Credits.  Earnings Credits will be added to (or
      subtracted) from the balance of the Account as of each Valuation Date as
      provided in Sec. 4.3.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Withdrawals and
      Distributions.  The withdrawals and distributions made
      from an Account will be subtracted from the balance of the Account as of
      the date the withdrawal or distribution is made from the
    Plan.

            


    

    


    
      	
              4.2.2

            	
              Processing
      Transactions Involving Accounts.  Accounts shall be
      adjusted to reflect Elective Deferral Credits, Company Matching Credits,
      Earnings Credits, distributions and other transactions as provided in Sec.
      4.2.1.  However, all information necessary to properly reflect a
      given transaction in an Account may not be immediately available, in which
      case the transaction will be reflected in the Account when such
      information is received and processed.  Further, ADM reserves
      the right to delay any Elective Deferral Credit, Company Matching Credit,
      Earnings Credit, distribution or other transaction for any legitimate
      administrative reason (including, but not limited to, failure of systems
      or computer programs, failure of the means of the transmission of data,
      force majeure, the failure of a service provider to timely receive net
      asset values or prices, or to correct for its errors or omissions or the
      errors or omissions of any service
provider).

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              4.3

            	
              Earnings
      Credits.

            


    

    


    
      	
              4.3.1

            	
              Adjustment to Reflect
      Earnings Credits.  Accounts will be adjusted (increased
      or decreased) as of each Valuation Date to reflect Earnings Credits as
      determined under Sec. 4.3.2.

            


    

    


    
      	
              4.3.2  

            	
              Earnings
      Credits.  ADM will establish a procedure by which a
      Participant (or Beneficiary following the death of a Participant) may
      elect to have his/her Earnings Credits determined based the performance of
      one or more investment options deemed to be available under the
      Plan.  ADM, in its sole discretion, will determine the
      investment options that will be available as benchmarks for determining
      the Earnings Credit, which may include mutual funds, common or commingled
      investment funds or any other investment option deemed appropriate by
      ADM.  ADM may at any time and from time to time add to or remove
      from the investment options deemed to be available under the
      Plan.

            


    

    


    A
Participant (or Beneficiary following the death of the Participant) will be
allowed on a hypothetical basis to direct the investment of his/her Accounts
among the investment options available under the Plan.  Hypothetical
investment directions may be given with such frequency as is deemed appropriate
by ADM, and must be made in such percentage or dollar increments, 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 so authorized by ADM).  If an investment option has a
loss, the Earnings Credit attributable to such investment option will serve to
reduce the Account; similarly, if an investment option has a gain, the Earnings
Credit attributable to such investment option will serve to increase the
Account.  If the Participant fails to elect an investment option, the
Earnings Credit will be based on a money market investment option or such other
investment option as may be selected for this purpose by ADM.

    


    
      	
              4.3.3

            	
              Hypothetical
      Investments.  All investment directions of a Participant
      or Beneficiary will be on a “hypothetical” basis for the sole purpose of
      establishing the Earnings Credit for his/her Account – that is, the
      Account will be adjusted for Earnings Credits as if the Account were
      invested pursuant to the investment directions of the Participant or
      Beneficiary, but actual investments need not be made pursuant to such
      directions.  However, ADM, in its sole discretion and without
      any obligation, may direct that investments be made per the investment
      directions of Participants and
Beneficiaries.

            


    

    


    
      	
              4.4

            	
              Statements.

            


    

    


    
      	
              4.4.1

            	
              Statements.  ADM
      may cause benefit statements to be issued from time to time advising
      Participants and Beneficiaries of the balance and/or investment of their
      Accounts, but it is not required to issue benefit
    statements.

            


    

    


    
      	
              4.4.2

            	
              Errors on Statements
      and Responsibility to Review.  ADM may correct errors
      that appear on benefit statements at any time, and the issuance of a
      benefit statement (and any errors that may appear on a statement) will not
      in any way alter or affect the rights of a Participant or Beneficiary with
      respect to the Plan.

            


    

    


    
      	
               
      

            	
              Each
      Participant or Beneficiary has a duty to promptly review each benefit
      statement and to notify ADM of any error that appears on such statement as
      provided in Sec. 11.2.2.

            


    

    


    


    ARTICLE V

    


    VESTING

    


    A
Participant at all times will have a fully vested interest in his/her Accounts
under the Plan.

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE VI

    


    SCHEDULED
DISTRIBUTIONS

    


    
      	
              6.1

            	
              Scheduled
      Distributions.

            


    

    


    
      	
              6.1.1

            	
              Scheduled Distribution
      Accounts; Time and Form of Distribution.  A Participant
      may direct that up to five (5) Scheduled Distribution Accounts – Accounts
      B, C, D, E and F – be maintained under the Plan, with the following
      features associated with each such
Account:

            


    

    


    
      	
              (a)  

            	
              Time of
      Payment.  When a Participant directs that a Scheduled
      Distribution Account be established, he/she must specify the Plan Year
      during which payment is to be made (or installments are to commence) with
      respect to such Account, subject to the
  following:

            


    

    


    
      	
               
      

            	
              (1)

            	
              The
      Plan Year of payment may not be before the second (2nd)
      Plan Year following the Plan Year for which the Account is first
      established (for example, if the Account is first established for 2009
      during the enrollment period at the end of 2008, the Plan Year of payment
      cannot be before 2011); and

            


    

    


    
      	
               
      

            	
              (2)

            	
              Two
      Scheduled Distribution Accounts may not have the same distribution
      year.

            


    

    


    Payment
will be made (or installments will commence) from a Scheduled Distribution
Account during January of the scheduled distribution Plan
Year.  However, any payment may be delayed if necessary for
administrative reasons, at the sole discretion of ADM, to a later date within
the calendar year.

    


    
      	
              (b)  

            	
              Form of
      Payment.  A Scheduled Distribution Account will be
      distributed in the following form:

            


    

    


    
      	
               
      

            	
              (1)

            	
              A
      distribution from Scheduled Distribution Account B  will be made
      in either of the following forms at the election of the
      Participant:

            


    

    


    
      	
               
      

            	
              (A)

            	
              A
      single lump-sum distribution; or

            


    

    


    
      	
               
      

            	
              (B)

            	
              A
      series of annual installments over a period of two (2) to five (5) years
      as elected by the Participant.  The first annual installment
      will equal, one-half (1/2), one-third (1/3rd),
      one-fourth (1/4th)
      or one-fifth (1/5th),
      as appropriate, of the balance of the Account as of the Valuation Date
      established by ADM that precedes the date on which the installment is to
      be paid, with the denominator of the fraction reduced by one each
      year.  However, the installment for the final year will equal
      the full remaining balance of the
Account.

            


    

    


    
      	
               
      

            	
              A
      right to each installment payment is to be treated as a right to a
      separate payment for purposes of Code §
409A.

            


    

    


    When a
Participant directs that Scheduled Distribution Account B be established, he/she
must specify the Plan Year during which payment is to be made (or installments
are to commence) with respect to such Account.

    


    
      	
               
      

            	
              (2)

            	
              A
      distribution from Scheduled Distribution Accounts C, D, E, and F will be
      made as a single-sum distribution of the full balance of the Participant’s
      Account.

            


    

    


    
      	
              (c)  

            	
              Over-ride by
      Separation from Service or Disability. When a Participant directs
      that a Scheduled Distribution Account be established, he/she must specify
      whether a Separation from Service or Disability will over-ride the
      scheduled distribution election made under subsection (a) or Sec. 6.1.2
      (that is, whether the distribution provisions of Article VII will apply to
      the Account in the event of a Separation from Service or Disability prior
      to the scheduled distribution Plan Year), and, if an over-ride does apply,
      the distribution time and form elections that will apply in the event of a
      Separation from Service or Disability, consistent with Article
      VII.

            


    

     

    
      
      

      
        

      

    

    
      
      

    

    If so
permitted by ADM, a Participant may make a different over-ride election to apply
in the case of Retirement or Disability than will apply in the case of any other
Separation from Service (for example, the Participant may elect that Article VII
will over-ride in the event of Retirement or Disability, but not any other
Separation from Service, or that Article VII will over-ride in the event of any
Separation from Service or Disability).

    


    A
Scheduled Distribution Account that will be paid in a given Plan Year will not
count toward the maximum five (5) Scheduled Distribution
Accounts.  Accordingly, if a Participant has five (5) Scheduled
Distribution Accounts, and one such Account will be paid in a given Plan Year, a
Participant will be allowed to establish another Scheduled Distribution Account
with respect to Elective Deferral Credits made for such Plan Year.

    


    
      	
              6.1.2

            	
              Distribution Election
      Procedures; Subsequent Deferrals. An election to establish a
      Scheduled Distribution Account must be made 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).  An election will be effective
      only if it is received in properly completed form by ADM as part of the
      enrollment for the Plan Year for which the Account is first
      established.  However, a Participant may later defer the Plan
      Year in which payment is to be made, subject to the
    following:

            


    

    


    
      	
              (a)  

            	
              Twelve Month Advance
      Election.  An election to defer must be received by ADM
      in properly completed form prior to the earlier
  of:

            


    

    


    
      	
              (1)  

            	
              Twelve
      (12) months prior to the first day of the scheduled distribution Plan
      Year; or

            


    

    


    
      	
              (2)  

            	
              Termination
      of Employment.

            


    

    


    
      	
              (b)  

            	
              Five Year
      Deferral.  The deferral must be for at least five (5)
      Plan Years from the scheduled distribution Plan
  Year.

            


    

    


    
      	
               
      

            	
              A
      Participant may direct that Elective Deferral Credits for any Plan Year be
      added to an already existing Scheduled Distribution Account and may change
      such election during any annual enrollment period to apply with respect to
      future Elective Deferral Credits.  Such an election will be
      irrevocable for the Plan Year.  However, Elective Deferral
      Credits cannot be added to a Scheduled Distribution Account in the
      scheduled distribution Plan Year with respect to such
    Account.

            


    

    


    
      	
              6.1.3

            	
              Special Distribution
      Election for Scheduled Distribution Accounts Prior to December 31,
      2008.   Any contrary provision notwithstanding, ADM
      may, in its sole discretion, allow a Participant to revise the
      distribution election applicable to a Scheduled Distribution Account for
      Plan Years after 2008 by December 31, 2008, consistent with the
      transition rules allowed under Code § 409A as specified in IRS Notice
      2007-86.  Specifically, ADM may allow a Participant to change
      the scheduled payment date of a distribution under Sec. 6.1.1(a), modify a
      payment or an installment under Sec. 6.1.1(b), and/or add or remove an
      override under 6.1.1(c) in a manner otherwise consistent with the terms of
      the Plan and transition rules specified in IRS Notice
      2007-86.  A change will not apply to any amount that is payable
      in 2008, and will not be effective to cause any amount otherwise payable
      after 2008 to be paid in 2008.  Such revised election will be
      irrevocable after December 31,
2008.

            


    

    


    
      	
              6.1.4

            	
              Effect of Separation
      from Service, Disability or Death.  A Separation from
      Service (except by reason of death) or Disability will not serve to
      accelerate any distribution from a Scheduled Distribution Account unless
      the Participant has elected that Separation from Service or Disability
      will over-ride the scheduled distribution election with respect to the
      Account (as provided in Sec. 6.1.1(c)), in which case Article VII will
      govern the distribution of the Account following Separation from Service
      or Disability consistent with the election made by the
      Participant.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    In the
event of death, distributions from a Scheduled Distribution Account will be
determined under Article VIII.

    


    
      	
              6.2

            	
              Severe
      Financial Hardship Withdrawal.  ADM may, in
      its sole discretion, allow a Participant to make a withdrawal from his/her
      Accounts in the event of a financial hardship.  Such withdrawal
      will be paid as soon as administratively practicable after the withdrawal
      request is received and ADM, in its sole discretion, has determined that
      the Participant has a financial hardship and further has determined that a
      withdrawal will be permitted from the
Plan.

            


    

    


    
      	
               
      

            	
              A
      “financial hardship” for this purpose means a severe financial hardship to
      the Participant resulting from an illness or accident of the Participant,
      or his/her Spouse or dependent (as defined in Code § 152(a)), property
      casualty loss to the Participant, or other similar extraordinary and
      unforeseeable circumstances of the Participant arising as a result of
      events beyond the control of the Participant, which is not covered by
      insurance and may not be relieved by the liquidation of other assets
      provided that such liquidation would not cause a financial hardship, and
      which is determined to qualify as a financial hardship by ADM. Cash needs
      arising from foreseeable events such as the purchase of a residence or
      education expenses for children will not, alone, be considered a financial
      hardship.

            


    

    


    
      	
               
      

            	
              The
      amount available from a Participant’s Accounts on account of a financial
      hardship is limited to the amount necessary to satisfy such hardship, plus
      amounts necessary to pay any taxes that may become due as a result of the
      distribution, as determined by ADM.  A withdrawal will be drawn
      from the various Accounts as directed by the
  Participant.

            


    

    


    


    ARTICLE VII

    


    DISTRIBUTIONS AFTER
SEPARATION OR DISABILITY

    


    
      	
              7.1

            	
              Benefit
      on Separation from Service or Disability.  A
      Participant will be eligible to receive a distribution of the full balance
      of his/her Account A – Retirement Account, Account G – Company Match
      Account, and any of Accounts B, C, D, E or F – Scheduled Distribution
      Accounts with respect to which he/she has elected an over-ride for
      Separation from Service or Disability, following his/her Separation from
      Service or Disability in accordance with the terms of this
      Article.

            


    

    


    
      	
              7.2

            	
              Time
      and Form of Distribution.

            


    

    


    
      	
              7.2.1

            	
              Time of
      Distribution.  A distribution will be made (or
      installment distributions will commence if installments are available and
      elected) at the following time:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Disability.  In
      the case of a Disability, a distribution will be made at the following
      time as elected by the Participant:

            


    

    


    
      	
               
      

            	
              (1)

            	
              The
      first day of the third (3rd)
      calendar month following the Participant’s Disability;
  or

            


    

    


    
      	
               
      

            	
              (2)

            	
              The
      later of:

            


    

    


    
      	
               
      

            	
              (A)

            	
              The
      first day of the third (3rd)
      calendar month following the Participant’s Disability;
  or

            


    

    


    
      	
               
      

            	
              (B)

            	
              January
      1st
      following the Participant’s
Disability.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Separation from
      Service.  In the case of a Separation from Service
      (including Retirement), a distribution will be made at the following time
      as elected by the Participant:

            


    

    


    
      	
               
      

            	
              (1)

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

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              (2)

            	
              January
      1st
      following the Participant’s Separation from
  Service.

            


    

    


    However,
a distribution made to a Specified Employee made due to Separation from Service
under this subsection (b) 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.
8.1.1.

    


    Any
election under paragraph (a)(2) or (b)(2) will not apply to a Company Matching
Account – Account G; rather, such Account will be paid in all cases as of the
date specified in paragraph (a)(1) or (b)(1), as applicable, subject to the
delayed payment requirement described in the prior paragraph in the case
of  a Specified Employee.

    


    Any
payment may be delayed if necessary for administrative reasons, at the sole
discretion of ADM, to a later date within the calendar year or, if later, to the
fifteenth (15th) day of
the third calendar month following the scheduled payment date.

    


    
      	
              7.2.2

            	
              Form of
      Distribution.  A distribution will be made in the
      following form:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Retirement or
      Disability.  In the case of Retirement or Disability, a
      distribution will be made in either of the following forms as elected by
      the Participant:

            


    

    


    
      	
              (1)  

            	
              A
      single lump-sum distribution of the full balance of his/her Accounts;
      or

            


    

    


    
      	
              (2)  

            	
              A
      single lump-sum distribution of the full balance of his/her Account G –
      Company Match Account, with the remaining Accounts paid in a series of
      annual installments over a period of two (2) to twenty (20) years as
      elected by the Participant.  The first annual installment will
      equal, one-half (1/2), one-third (1/3rd),
      one-fourth (1/4th)
      or one-fifth (1/5th),
      etc., as appropriate, of the balance of the Account as of the last
      Valuation Date in the Plan Year prior to the Plan Year in which the
      installment is to be paid, with the denominator of the fraction reduced by
      one each year (the last installment will consist of the full remaining
      balance of the Accounts); or

            


    

    


    
      	
              (3)  

            	
              A
      combination of (1) and (2).

            


    

    


    A right
to each installment payment is to be treated as a right to a separate payment
for purposes of Code § 409A.

    


    
      	
               
      

            	
              (b)

            	
              Separation from
      Service (Other than Retirement).  In the case of a
      Separation from Service other than Retirement, a distribution will be in
      the form of a single lump-sum distribution of the full balance of the
      Participant’s Accounts subject to this
Article.

            


    

    


    
      	
              7.2.3

            	
              Distribution Election
      Procedures.  A distribution election as to time and form
      must be made 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).

            


    

    


    
      	
               
      

            	
              A
      distribution election will be effective only if it is received in properly
      completed form by ADM as part of the enrollment for the Plan Year for
      which Account A – Retirement Account, or any of Accounts B, C, D, E or F –
      Scheduled Distribution Accounts that provide for a Separation from Service
      or Disability over-ride is established (whichever occurs first), and
      thereafter may not be modified.

            


    

    


    
      	
              7.3

            	
              Cash-Out
      of Small Accounts.

            


    

    


    
      	
              7.3.1

            	
              Mandatory
      Cash-Out.  If the balance of a Participant’s Account A –
      Retirement Plan, plus any Scheduled Distribution Account – Account B, C,
      D, E or F, that the Participant elects to be subject to this Article VII,
      does not exceed ten thousand dollars ($10,000) as of the scheduled payment
      date under Sec. 7.2.1, then, notwithstanding that the Participant may
      otherwise be eligible for installments under Sec. 7.2.2, the full balance
      of such Accounts will be paid in a single-sum distribution in full
      settlement of all obligations under the
Plan.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              7.3.2

            	
              Discretionary Cash-Out
      at the Direction of ADM.  If the balance (or remaining
      balance) of a Participant’s Accounts, together with his/her interest under
      all other Aggregated Plans does not exceed the applicable dollar amount
      then in effect under Code § 402(g)(1)(B) as of the scheduled payment date
      under Sec. 7.2.1 or as of any date thereafter while the Participant is
      receiving installment payments under Sec. 7.2.2, then ADM may, in its sole
      discretion, direct that the Participant be paid the balance (or remaining
      balance) of his/her Accounts under this Plan, plus his/her entire interest
      under all other Aggregated Plans be distributed to the Participant in a
      single-sum distribution in full settlement of all obligations under the
      Plan and other Aggregated Plans maintained by ADM and its
      Affiliates.

            


    

    


    
      	
              7.4

            	
              Valuation
      of Accounts Following Separation from Service.  An Account
      will continue to be credited with Earnings Credits in accordance with
      Article IV until it is paid in full to the Participant or
      Beneficiary.

            


    

    


    


    ARTICLE VIII

    


    DISTRIBUTIONS AFTER
DEATH

    


    
      	
              8.1

            	
              Survivor
      Benefits.

            


    

    


    
      	
              8.1.1

            	
              Survivor
      Benefits.  If a Participant dies prior to the full
      distribution of his/her Accounts (including any death during the delayed
      payment period specified in Sec. 7.2.1(b)(2)), his/her Beneficiary will be
      entitled to a survivor benefit under the
Plan.

            


    

    


    
      	
              8.1.2

            	
              Time of
      Distribution.  The survivor benefit will be paid on or as
      soon as administratively practicable after ADM determines that a survivor
      benefit is payable under the Plan – that is, the date ADM is provided with
      the documentation necessary to establish the fact of death of the
      Participant and the identity and entitlement of the
      Beneficiary.

            


    

    


    
      	
              8.1.3

            	
              Form of
      Distribution.  The survivor benefit will be paid in one
      of the following forms as elected by the
  Participant:

            


    

    


    
      	
               
      

            	
              (a)

            	
              A
      single-sum distribution of the full balance (or full remaining balance) of
      the Participant’s Account;

            


    

    


    
      	
               
      

            	
              (b)

            	
              A
      series of annual installments over a period of two (2) to five (5) years
      as elected by the Participant. The first annual installment will equal,
      one-half (1/2), one-third (1/3rd), one-fourth (1/4th) or one-fifth
      (1/5th), as appropriate, of the balance of the Account as of the last
      Valuation Date in the Plan Year prior to the Plan Year in which the
      installment is to be paid, with the denominator of the fraction reduced by
      one each year (the last installment will consist of the full remaining
      balance of the Accounts); or

            


    

    


    
      	
               
      

            	
              (c)

            	
              A
      combination of (a) and (b).

            


    

    


    Notwithstanding
the above, if the Participant dies while he/she is receiving installments under
Sec. 7.2.2(a), such installments will continue to his/her Beneficiary over the
same period such benefits would have been paid to the Participant.

    


    
      	
              8.1.4

            	
              Distribution Election
      Procedures.  A distribution form election must be made 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).

            


    

    


    
      	
               
      

            	
              An
      election will be effective only if it is received in properly completed
      form by ADM as part of the initial enrollment in the Plan, and thereafter
      the form of payment (lump-sum or installments) may not be modified and
      will apply to all Accounts (except any Accounts that are being paid in
      installments under Sec. 7.2.2(a) will continue to be paid in installments
      as elected by the Participant).

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              8.1.5

            	
              Default
      Elections.  If a Participant fails to file a timely
      election as to the form of distribution to his/her Beneficiary, the
      distribution will be made in a single lump-sum payment, which will apply
      to all Accounts (except any Accounts that are being paid in installments
      under Sec. 7.2.2(a) will continue to be paid in installments as elected by
      the Participant).

            


    

    


    
      	
              8.2

            	
              Beneficiary
      Designation.

            


    

    


    
      	
              8.2.1  

            	
              General
      Rule.  A Participant may designate any person (natural or
      otherwise, including a trust or estate) as his/her Beneficiary to receive
      any balance remaining in his/her Accounts when he/she dies, and, subject
      to the consent requirements of Sec. 8.2.2, may change or revoke a
      Beneficiary designation previously made without the consent of any current
      Beneficiary.

            


    

    


    
      	
              8.2.2

            	
              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.

    


    
      	
              8.2.3

            	
              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.

            


    

    


    
      	
              8.2.4

            	
              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.

            


    

    


    
      	
              8.3

            	
              Successor
      Beneficiary.  If a
      Beneficiary survives the Participant but dies before receiving payment of
      the balance due to such Beneficiary, the balance will be payable to the
      surviving contingent Beneficiary designated by the Participant or, if
      there is no surviving contingent Beneficiary, then to the estate of the
      deceased Beneficiary.

            


    

    


    
      	
              8.4

            	
              Cash-Out
      of Small Accounts.  Any
      contrary provision notwithstanding, if the balance of a Participant’s
      Accounts does not exceed ten-thousand dollars ($10,000) at his/her death,
      such Accounts will be paid to the Beneficiary in a lump-sum in full
      settlement of all survivor benefits due under the
  Plan.

            


    

    


    
      	
              8.5

            	
              Valuation
      of Accounts Following Separation from Service.  An Account
      will continue to be credited with Earnings Credits in accordance with
      Article IV until it is paid in full to the
  Beneficiary.

            


    

    


    


    ARTICLE IX

    


    CONTRACTUAL OBLIGATIONS AND
FUNDING

    


    
      	
              9.1

            	
              Contractual
      Obligations.

            


    

    


    
      	
              9.1.1

            	
              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 Elective
Deferral Credits and Company Matching Credits made while the Participant was
employed with that employer, adjusted for Earnings Credits.

    


    Notwithstanding
the contractual obligation, no Participant or Beneficiary 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.

    


    
      	
              9.1.2

            	
              Guarantee by
      Company.  ADM will guarantee and assume secondary
      liability for the contractual commitment of each Participating Affiliate
      under Sec. 9.1.1.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              9.1.3

            	
              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.

            


    

    


    
      	
              9.2

            	
              Obligations Upon
      Occurrence of a Funding
Event.

            


    

    


    
      	
              9.2.1

            	
              Establishment and
      Funding of Rabbi Trust.  ADM will 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 fund such trust except upon the occurrence of a
      Funding Event, and then, ADM and each Participating Affiliate will be
      obligated to immediately deposit into the trust an amount equal to the
      then current balance of the Accounts (whether or not vested) of all
      Participants and Beneficiaries (including Participants and Beneficiaries
      who have deferred benefits or are in pay status under the Plan) with
      respect to which it has a contractual obligation under Sec.
      9.1.1.  The funding obligation of any Participating Affiliate
      may be satisfied by ADM or another Participating Affiliate, and ADM will
      guarantee and assume secondary liability for the funding obligation of
      each Participating Affiliate.

            


    

    


    The above
notwithstanding, 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
Sec. 9.2.1.  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.

    


    The rabbi
trust hereby established may be revocable, provided that it must become
irrevocable (in whole or in part) in the event of a Change of
Control.  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).

    


    
      	
              9.2.2

            	
              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. 9.1, 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
      Beneficiary.   In the case of any transfer of contractual
      obligations and liabilities under Sec. 9.1.3, the parties may arrange for
      a transfer of assets to a rabbi trust maintained by the buyer or an
      affiliate of the buyer.

            


    

    


    A
Participant will have the right to enforce the funding obligation imposed
hereunder; provided
that, in the case of a funding obligation that arises as a result of a
Potential Change in Control, a Participant will have the right to enforce the
funding obligation only if the Participants have first followed the procedures
specified in Sec. 2.1.23 and there has been no timely opinion letter of a
nationally or regionally recognized law firm delivered to the Participants that
a Potential Change in Control has not occurred for purposes of the
Plan.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              9.2.3

            	
              Prefunding and Use of
      Other Rabbi Trusts.  The amount that ADM and each
      Participating Affiliate are obligated to fund to a rabbi trust under Sec.
      9.2.1 upon the occurrence of a Funding Event will be offset by the then
      current balance of the rabbi trust resulting from prior funding of such
      trust by ADM or a Participating Affiliate to the extent such balance is
      attributable to this Plan.  Similarly, if another rabbi trust
      also exists at the time of a Funding Event to fund benefits payable under
      this Plan, and such other rabbi trust is irrevocable or becomes
      irrevocable upon a Change in Control, then the amount that ADM and each
      Participating Affiliate are obligated to fund to a rabbi trust under Sec.
      9.2.1 will be offset by the then current balance of such other rabbi trust
      to the extent such balance is attributable to this
  Plan.

            


    

    


    
      	
               
      

            	
              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 a Participating Affiliate; provided that, if a
      funding obligation arises under Sec. 9.2.1, the portion of the trust
      assets attributable to this Plan will thereafter be accounted for
      separately under the trust, and such assets will be used solely to fund
      benefits payable under this Plan.

            


    

    


    


    ARTICLE X

    


    AMENDMENT AND TERMINATION OF
PLAN

    


    
      	
              10.1

            	
              Right
      to Amend or Terminate.

            


    

    


    
      	
              10.1.1

            	
              Amendment.  ADM
      may amend the Plan at any time and for any reason by action of the
      following, subject to Sec. 10.2:

            


    

    


    
      	
               
      

            	
              (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.

            


    

    


    
      	
              10.1.2

            	
              Termination.  ADM
      may terminate the Plan at any time and for any reason by action of the
      Board, subject to Sec. 10.2.

            


    

    


    
      	
              10.1.3

            	
              Delayed Timing of
      Amendment or Termination Effective Under Code
      § 409A.  ADM, acting pursuant to Sec. 10.1.1,
      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.  However, a termination of the Plan will not be effective
      to cause a deferral election in place under the Plan for a Plan Year
      (including for any incentive pay or bonus for a fiscal year that starts
      within such Plan Year) to be modified or discontinued prior to the end of
      such Plan Year (or fiscal year), unless the Plan is terminated and
      liquidated pursuant to Sec. 10.2.2.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              10.1.4

            	
              Restrictions in the
      Event of a Change in Control. Any contrary provision
      notwithstanding, during the twenty-four (24) months immediately following
      a Change in Control, the amendment or termination of the Plan will require
      the written consent of a majority of the Participants who would be
      affected by such amendment or termination of the Plan.  However,
      such written consent will not be required if ADM makes a good faith
      determination that either the amendment is required by law or the failure
      to adopt the amendment would have an adverse tax consequence to the
      Participants affected by such
amendment.

            


    

    


    
      	
              10.2

            	
              Limits
      on Effect of Amendment or
Termination.

            


    

    


    
      	
              10.2.1

            	
              No Negative Effect on
      Balances or Vesting.   ADM may not amend or
      terminate the Plan in a manner that has the effect of reducing the balance
      or vested percentage of any Participant’s or Beneficiary’s
      Accounts.  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 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).

            


    

    


    
      	
              10.2.2

            	
              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 deferrals and credits 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).

            


    

    


    
      	
              10.2.3

            	
              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 deferral and credits under the Plan will be
      discontinued (and all Active Participants will cease to be Active
      Participants) as of the end of the Plan Year, 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 XI

    


    ADMINISTRATION/CLAIMS
PROCEDURES

    


    
      	
              11.1

            	
              Administration.

            


    

    


    
      	
              11.1.1

            	
              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.

     

    
      	
              11.1.2

            	
              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.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              11.1.3

            	
              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.

            


    

    


    
      	
              11.2

            	
              Correction
      of Errors And Duty to Review Information.

            


    

    


    
      	
              11.2.1

            	
              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 Participant or Beneficiary
      Accounts), which will be final and binding on the Participant or
      Beneficiary.

            


    

    


    
      	
              11.2.2

            	
              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 elections under
      the Plan (for example, to review payroll stubs to make sure a contribution
      election is being implemented appropriately, to review benefit statements
      to make sure investment elections are being implemented appropriately, to
      review summary plan descriptions and prospectuses, etc.) 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.
11.3.

            


    

    


    
      	
              11.3

            	
              Claims
      Procedure.

            


    

    


    
      	
              11.3.1

            	
              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. 11.2.2, 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.
      11.3.2.

            


    

    


    
      	
               
      

            	
              The
      Benefits Plans Committee will decide all claims and its decision on appeal
      will be final and binding subject to Sec.
  11.3.2.

            


    

    


    
      	
              11.3.2

            	
              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.

    


    
      	
              11.3.3

            	
              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 Sec.
      11.3.

            


    

    


    
      	
              11.4

            	
              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.

            


    

    


    
      	
              11.5

            	
              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 by the arbitrator unless found to be arbitrary and
      capricious.

            


    

    


    
      	
              11.6

            	
              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 enrollments, changes in deferral
      percentages, loans, withdrawals, distributions, investment changes,
      consents, etc.), may be made or given by means of voice response or other
      electronic system to the extent so authorized by
  ADM.

            


    

    


    


    ARTICLE XII

    


    MISCELLANEOUS

    


    
      	
              12.1

            	
              Nonassignability.

            


    

    


    
      	
              12.1.1

            	
              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. 12.1.2.

            


    

    


    
      	
              12.1.2

            	
              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).

            


    

    


    
      	
              12.2

            	
              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.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              12.3

            	
              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.

            


    

    


    
      	
              12.4

            	
              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).

            


    

    


    
      	
              12.5

            	
              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 the Participating
Affiliate.

            


    

    


    
      	
              12.6

            	
              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 an
Affiliate.

            


    

    


    
      	
              12.7

            	
              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.

            


    

    


    
      	
              12.8

            	
              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.

            


    

    


    
      	
              12.9

            	
              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.

            


    

    


    
      	
              12.10

            	
              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.

            


    

    


    
      	
              12.11

            	
              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.

            


    

    



    
      
        
          –  –

        

         


      

      
         


        
          

        

      

      
         


      

    


    APPENDIX A

     

    SPECIAL
RULES FOR CERTAIN EMPLOYEES OF

    INTERNATIONAL
MALTING COMPANY LLC

    


    


    
      	
              A.1

            	
              Application.  ADM has
      entered into a “Membership Interest Purchase Agreement” among
      Archer-Daniels-Midland Company, Fleischmann Malting Company, Inc.,
      Lesaffre Et Compagnie and Lesaffre Malting Corporation” whereby
      Fleischmann Malting Company, Inc. (a wholly owned subsidiary of ADM)
      agreed to purchase the remaining membership interests in International
      Malting Company LLC (“IMC”) from Lesaffre Malting Corporation, resulting
      in IMC becoming an Affiliate of ADM. In connection with such transaction,
      certain deferred compensation liabilities under the Lesaffre International
      Corporation Supplemental Retirement Plan (“Lesaffre Plan”) with respect to
      two employees of IMC were transferred to become liabilities of IMC to be
      administered under the terms of this Plan as of the effective date of the
      closing of the above transaction (the “Closing Date”).  This
      Appendix A sets forth the special rules that will apply under the Plan
      with respect to such transferred liabilities (“Transferred
      Liability”).

            


    

    


    
      	
              A.2

            	
              Participation,
      Credits and Accounts.

            


    

    


    
      	
              A.2.1

            	
              Special Participation
      Status.  An Employee with respect to which IMC has
      assumed a Transferred Liability will not be considered an Eligible
      Employee solely by reason of such liability assumption – rather, his/her
      status as an Eligible Employee will be determined under the terms of the
      Plan without regard to this Appendix A.  Nonetheless, such
      Employee will be considered a Participant for purposes of determining
      his/her rights under the Plan (referred to herein as an “Appendix A
      Participant”).

            


    

    


    
      	
              A.2.2

            	
              Credits.  A
      “Transferred Liability Credit” will be made on behalf of each Appendix A
      Participant in an amount equal to the Transferred
    Liability.

            


    

    


    
      	
               
      

            	
              To
      reflect the Transferred Liability Credit, Accounts will be established of
      any of the types specified in Sec. 4.1.1 based upon the distribution
      election made by the Appendix A Participant in accordance with Sec. 6.1.1,
      which Accounts thereafter will be adjusted for Earnings Credits in
      accordance with the terms of the
Plan.

            


    

    


    
      	
              A.3

            	
              Vesting.

            


    

    


    
      	
              A.3.1

            	
              Vested
      Percentage.  An Appendix A Participant generally will
      have fully (100%) vested interest in his/her Accounts established under
      this Appendix A, subject only to the forfeiture conditions of Secs. A.3.2
      and A.3.3:

            


    

    


    
      	
              A.3.2

            	
              Forfeiture for
      Cause.  Notwithstanding the vesting rule in Sec. A.3.1,
      in the event an Appendix A Participant has a Termination of Employment for
      cause, the then-current balance of his/her Accounts will be reduced by,
      and he/she will forfeit, the contribution credits (if any) that were added
      to his/her account under the Lesaffre Plan during the twelve (12) calendar
      quarters immediately preceding Termination of Employment, adjusted for
      gains and losses under the Lesaffre Plan and Earnings Credits under this
      Plan.

            


    

    


    
      	
               
      

            	
              “Cause”
      for this purpose means:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Gross
      misconduct, dishonesty or disloyalty in the performance of duties for IMC,
      ADM or other Affiliate with which the individual is
    employed;

            


    

    


    
      	
               
      

            	
              (b)

            	
              Serious
      breach of the policies of IMC, ADM or other Affiliate with which the
      individual is employed; or

            


    

    


    
      	
               
      

            	
              (c)

            	
              Gross
      failure to perform material duties within the scope of the individual’s
      authority or responsibility assigned by IMC, ADM or any Affiliate or the
      individual’s superiors at IMC, ADM or other Affiliate with which he/she is
      employed.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              A.3.3

            	
              Clawback for
      Non-Compete. Notwithstanding the vesting rule in Sec. A.3.1, in the
      event an Appendix A Participant, within three (3) years after his/her
      Termination of Employment, engages in competition with IMC, ADM or any
      Affiliate, the individual will forfeit the amount determined in Sec. A.3.2
      (applicable to for “cause” terminations).  The amount forfeited
      will be offset against amounts remaining due to the individual under the
      Plan or any other amounts due to the individual for any purpose from IMC,
      ADM or any Affiliate.   To the extent the amounts remaining
      due the individual are not sufficient, the individual will have an
      obligation to promptly return the forfeited amount to IMC or
      ADM.

            


    

    


    
      	
               
      

            	
              “Competition”
      for this purpose shall mean:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Any
      activity in which the individual, directly or indirectly, whether as
      owner, partner, lender, investor, employee, consultant, agent or
      co-venturer, competes with IMC, ADM or any other
  Affiliate;

            


    

    


    
      	
               
      

            	
              (b)

            	
              Any
      attempt by the individual to employ, or assist another to employ, any
      Employee;

            


    

    


    
      	
               
      

            	
              (c)

            	
              Any
      attempt by the individual to encourage any Employee to terminate his/her
      employment or relationship with IMC, ADM or any Affiliate;
    or

            


    

    


    
      	
               
      

            	
              (d)

            	
              Any
      attempt by the individual to solicit or encourage any customer of IMC, ADM
      or any Affiliate to terminate its relationship with IMC, ADM or any
      Affiliate or to conduct with any other person any business or activity
      which such customer conducts, or is able to conduct, with IMC, ADM or any
      Affiliate.

            


    

    


    
      	
              A.4

            	
              Distributions.

            


    

    


    
      	
              A.4.1

            	
              Distribution
      Options.  An Appendix A Participant will be allowed the
      distribution rights and  options provided in Articles VI and VII
      with respect to the Accounts established under this Appendix
      A.

            


    

    


    
      	
              A.4.2

            	
              Distribution Election
      Procedures; Subsequent Deferrals.  An Appendix A
      Participant must file a distribution election by December 31, 2006 (or
      such earlier deadline as may be established by ADM).  In the
      absence of a timely distribution election, an Appendix A Participant will
      be deemed to have elected to have his/her Transfer Liability Credit added
      to Account A – Retirement Account which, to the extent payable under Sec.
      A.3, will be paid in the form of a single lump-sum distribution as of the
      later of January following his/her Separation from Service or Disability
      or the calendar month beginning six (6) months after his/her Separation
      from Service or Disability.

            


    

    


    
      	
              A.4.3

            	
              Special Distribution
      Rules.  A distribution election made under Sec. A.4.2
      will not cause any payment scheduled to be made under the terms of the
      Lesaffre Plan, as in effect immediately prior to the Closing Date, to be
      accelerated into 2006 or cause any payment scheduled to be made under the
      terms of the Lesaffre Plan to be made in 2006 to be deferred into a later
      year.  Accordingly, if an Appendix A Participant has a
      Separation from Service in 2006 and honoring a distribution election made
      under Sec. A.4.2 would not conform with the prior sentence, then the
      distribution election will be ineffective and the balance of the Account,
      to the extent payable under Sec. A.3, will be paid under this Plan in
      accordance with the terms of the Lesaffre
Plan.

            


    

    


    
      	
              A.5

            	
              Survivor
      Benefits.  If an
      Appendix A Participant dies prior to full distribution of the benefit due
      under the Plan, his/her Beneficiary will be entitled to a survivor benefit
      in accordance with Article VIII.  Any designation of beneficiary
      made under the Lesaffre Plan will carry-over and apply under this Plan
      unless and until changed by the Appendix A
  Participant.

            


    

    


    
      	
               
      

            	
              fb.us.2215820.06