contemplated by the Agreement and Plan of Merger, dated as of August 14, 2006, among the Company, Monsanto Sub, Inc. and Delta and Pine Land Company, which transactions were completed on June 1, 2007, and the review and approval by the U. S. Department of Justice of Bayer as the purchaser of Stoneville.

Bayer’s obligation to consummate the transaction is subject to the certain closing conditions, including: (a) except for representations or warranties that would not have a “Closing Date MAE” (as defined in the Agreement and described below), all representations and warranties of the Company contained in the Agreement that are qualified by materiality are true and correct, and those that are not so qualified are true and correct in all material respects; (b) the Company shall have performed and complied in all material respects with all agreements and covenants required by the Agreement, except where any failure to perform or comply would not have a “Closing Date MAE”; (c) the absence of certain types of laws or legal proceedings affecting consummation of the transaction; (d) required antitrust approvals under the Hart-Scott-Rodino Antitrust Improvements Act or otherwise shall have been obtained; and (e) there shall not have occurred any event or occurrence that would have a “Closing Date MAE,” which is defined as a material adverse effect which would result in a reduction of the net present value of Stoneville or its wholly-owned subsidiary (the “Subsidiary”), or aggregate losses or liabilities of Stoneville and the Subsidiary taken as a whole, in an amount exceeding 20% of the purchase price.

The Company has agreed to indemnify Bayer for (i) any breach of covenants, (ii) any breach of representations or warranties, subject to certain materiality qualifications, (iii) certain violations of law during its ownership of Stoneville, (iv) any excluded liabilities, or (v) certain environmental matters. Bayer has agreed to indemnify the Company for (i) any failure to complete the transactions, subject to certain limitations, (ii) any breach of representations or warranties, subject to certain materiality qualifications, or (iii) the ownership of Stoneville or operation of its business after closing, subject to to certain limitations. The parties’ indemnification obligations for breach of representations and warranties will be subject to a minimum claim size of $100,000 per claim or series of related claims, an aggregate threshold equal to 2% of the purchase price (subject to certain exceptions), and an aggregate cap of 30% of the purchase price (subject to certain exceptions) or 20% with respect to claims by Bayer for certain matters if it waives certain closing conditions. The parties’ representations and warranties will generally survive for 18 months after closing, with longer periods for representations and warranties regarding taxes (until the end of the applicable statute of limitation); organization and good standing, authorization of Agreement, ownership and transfer of shares, capitalization, subsidiaries, indebtedness, organization and good standing (each, indefinitely); environmental claims (ten years); genetically modified organisms, and product warranties and product liabilities (each, three years). In addition, the Company has agreed to a special indemnity relating to certain potential groundwater claims on specified property leased to an unrelated third party which is subject to a separate aggregate deductible threshold equal to $2,000,000, but which is included in the cap on the Company’s overall indemnity obligations. This special indemnity survives for 10 years. The Company also has agreed to indemnify Bayer with respect to certain legal proceedings, if any, pending at closing.

The Agreement addresses the parties’ respective obligations with respect to the hiring or termination of employees of the Stoneville business, as well as compensation and other employee benefit matters. Additionally, the parties have agreed to enter into separate agreements relating to the provision of transition services and continuation of certain contracts and other rights. The Company has also agreed to be responsible for all pre-closing tax obligations and to indemnify Bayer for any losses attributable to such obligations.

The Agreement may be terminated at any time prior to the closing, as follows: (a) by mutual written consent of the Company and Bayer; (b) by either party if the transaction is not consummated by August 14, 2007; (c) by either party if a governmental entity shall have issued a final, nonappealable order, decree or ruling having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions; (d) by the Company if (i) Bayer fails to use commercially reasonable efforts to cure any violation of its obligations under the Agreement, (ii) subject to a 20-day cure period, Bayer has breached any of its obligations under the Agreement in any material respect, or (iii) there has been any event or occurrence which is reasonably expected to have a material adverse effect on Bayer’s ability to consummate the transactions; (e) by Bayer if (i) the Company fails to use commercially reasonable efforts to cure any violation of its obligations under the Agreement, (ii) subject to a 20-day cure period, the Company has breached any of its obligations under the Agreement if such violation would result in a “Closing Date MAE,” or (iii) there has been any event or occurrence that renders any condition to Bayer’s obligations to consummate the transaction incapable of being satisfied by August 14, 2007; or (f) by the Company in the event Bayer does not agree to any condition that may be imposed by the Antitrust Division of the U.S. Department of Justice requiring Bayer to forego

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