10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C.  20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2008

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 1-44

ARCHER-DANIELS-MIDLAND COMPANY

(Exact name of registrant as specified in its charter)

Delaware	41-0129150
(State or other jurisdiction of incorporation or organization)	(I. R. S. Employer Identification No.)
4666 Faries Parkway   Box 1470 Decatur, Illinois (Address of principal executive offices)	62525 (Zip Code)
(217) 424-5200
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x  No ¨.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company.  See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer  x                                                      Accelerated Filer  o

Non-accelerated Filer     o                                                      Smaller reporting Company  o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o  No  x.

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Common Stock, no par value – 641,889,521 shares

(January 31, 2009)

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Archer-Daniels-Midland Company

Consolidated Statements of Earnings

(Unaudited)

	Three Months Ended
	December 31,
	2008		2007
	(In millions, except
	per share amounts)
Net sales and other operating income	$	16,673	$	16,496
Cost of products sold		15,461		15,548
Gross Profit		1,212		948
Selling, general and administrative expenses		337		338
Other (income) expense – net		49		(75	)
Earnings Before Income Taxes		826		685
Income taxes		241		212
Net Earnings	$	585	$	473
Average number of shares outstanding – basic		642		643
Average number of shares outstanding – diluted		643		646
Basic earnings per common share	$	0.91	$	0.74
Diluted earnings per common share	$	0.91	$	0.73
Dividends per common share	$	0.13	$	0.115

See notes to consolidated financial statements.

Archer-Daniels-Midland Company

Consolidated Statements of Earnings

(Unaudited)

	Six Months Ended
	December 31,
	2008		2007
	(In millions, except
	per share amounts)
Net sales and other operating income	$	37,833	$	29,324
Cost of products sold		34,754		27,446
Gross Profit		3,079		1,878
Selling, general and administrative expenses		746		693
Other (income) expense – net		13		(146	)
Earnings Before Income Taxes		2,320		1,331
Income taxes		685		418
Net Earnings	$	1,635	$	913
Average number of shares outstanding – basic		643		644
Average number of shares outstanding – diluted		644		646
Basic earnings per common share	$	2.54	$	1.42
Diluted earnings per common share	$	2.54	$	1.41
Dividends per common share	$	0.26	$	0.23

See notes to consolidated financial statements.

Archer-Daniels-Midland Company

Consolidated Balance Sheets

	(Unaudited)
	December 31,			June 30,
	2008			2008
	(In millions)
Assets
Current Assets
Cash and cash equivalents	$	2,248			$	810
Short-term marketable securities		1,104				455
Segregated cash and investments		1,860				2,035
Receivables		8,673				11,483
Inventories		7,681				10,160
Other assets		538				512
Total Current Assets		22,104				25,455
Investments and Other Assets
Investments in and advances to affiliates		2,640				2,773
Long-term marketable securities		633				590
Goodwill		501				506
Other assets		611				607
Total Investments and Other Assets		4,385				4,476
Property, Plant, and Equipment
Land		229				238
Buildings		3,085				3,207
Machinery and equipment		12,371				12,410
Construction in progress		2,175				1,924
		17,860				17,779
Accumulated depreciation		(10,448	)			(10,654	)
Total Property, Plant, and Equipment		7,412				7,125
Total Assets	$	33,901			$	37,056
Liabilities and Shareholders’ Equity
Current Liabilities
Short-term debt	$	568			$	3,123
Accounts payable		6,762				6,544
Accrued expenses		3,727				4,722
Current maturities of long-term debt		44				232
Total Current Liabilities		11,101				14,621
Long-Term Liabilities
Long-term debt		7,751				7,690
Deferred income taxes		620				473
Other		735				782
Total Long-Term Liabilities		9,106				8,945
Shareholders’ Equity
Common stock		4,999				5,039
Reinvested earnings		8,947				7,494
Accumulated other comprehensive (loss) income		(252	)			957
Total Shareholders’ Equity		13,694				13,490
Total Liabilities and Shareholders’ Equity	$	33,901			$	37,056

See notes to consolidated financial statements.

Archer-Daniels-Midland Company

Consolidated Statements of Cash Flows

(Unaudited)

	Six Months Ended
	December 31,
	2008			2007
	(In millions)
Operating Activities
Net earnings	$	1,635		$	913
Adjustments to reconcile net earnings to net cash provided by
(used in) operating activities
Depreciation		357			360
Asset abandonments		9			21
Deferred income taxes		167			93
Equity in earnings of affiliates, net of dividends		(128	)		(140	)
Pension and postretirement accruals (contributions), net		(101	)		8
Other – net		108			110
Changes in operating assets and liabilities
Segregated cash and investments		118			98
Receivables		(293	)		(1,694	)
Inventories		2,858			(3,984	)
Other assets		92			(107	)
Accounts payable and accrued expenses		1,043			1,396
Total Operating Activities		5,865			(2,926	)
Investing Activities
Purchases of property, plant, and equipment		(1,069	)		(896	)
Net assets of businesses acquired		(24	)		(10	)
Purchases of marketable securities		(1,644	)		(462	)
Proceeds from sales of marketable securities		907			418
Proceeds from sales of business		237			8
Other – net		36			(4	)
Total Investing Activities		(1,557	)		(946	)
Financing Activities
Long-term debt borrowings		102			515
Long-term debt payments		(16	)		(49	)
Net borrowings (payments) under line of credit agreements		(2,698	)		4,042
Purchases of treasury stock		(100	)		(61	)
Cash dividends		(167	)		(148	)
Other – net		9			15
Total Financing Activities		(2,870	)		4,314
Increase (Decrease) In Cash and Cash Equivalents		1,438			442
Cash and Cash Equivalents-Beginning of Period		810			663
Cash and Cash Equivalents-End of Period	$	2,248		$	1,105

See notes to consolidated financial statements.

Archer-Daniels-Midland Company

Notes to Consolidated Financial Statements

(Unaudited)

Note 1. Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, these statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the quarter and six months ended December 31, 2008 are not necessarily indicative of the results that may be expected for the year ending    June 30, 2009.  For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended June 30, 2008.

Last-in, First-out (LIFO) Inventories

Interim period LIFO calculations are based on interim period costs and management’s estimates of year-end inventory levels.  Because the availability and price of agricultural commodity-based LIFO inventories are unpredictable due to factors such as weather, government farm programs and policies, and changes in global demand, quantities of LIFO-based inventories at interim periods may vary significantly from management’s estimates of year-end inventory levels.

Note 2. New Accounting Standards

During December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 141(R), Business Combinations (SFAS 141(R)) and SFAS No. 160, Accounting and Reporting of Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51 (SFAS 160).  SFAS 141(R) replaces SFAS 141, Business Combinations.  SFAS 141(R) and SFAS 160 will change the financial accounting and reporting of business combination transactions and noncontrolling (or minority) interests in consolidated financial statements.  SFAS 141(R) requires recognizing, with certain exceptions, 100 percent of the fair values of assets acquired, liabilities assumed, and noncontrolling interests in acquisitions of less than a 100 percent controlling interest when the acquisition constitutes a change in control of the acquired entity; measuring acquirer shares issued and contingent consideration arrangements in connection with a business combination at fair value on the acquisition date with subsequent changes in fair value reflected in earnings; and expensing as incurred acquisition-related transaction costs. SFAS 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary.  It also amends the consolidation procedures of Accounting Research Bulletin No. 51, Consolidated Financial Statements (ARB 51) for consistency with the requirements of SFAS 141(R).  The Company will be required to adopt SFAS 141(R) for business combination transactions for which the acquisition date is on or after July 1, 2009. The Company will also be required to adopt SFAS 160 on July 1, 2009.  The Company has not yet assessed the impact of the adoption of these standards on its financial statements.

Archer-Daniels-Midland Company

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 2. New Accounting Standards (Continued)

During March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement No. 133 (SFAS 161). SFAS 161 expands and disaggregates the disclosure requirements of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS 133).  The disclosure provisions of SFAS 161 apply to all entities with derivative instruments subject to SFAS 133 and also apply to related hedged items, bifurcated derivatives, and nonderivative instruments that are designated and qualify as hedging instruments. SFAS 161 requires an entity with derivatives to disclose how and why it uses derivative instruments; how derivative instruments and related hedged items are accounted for under SFAS 133; and how derivative instruments and related hedged items affect the entity’s financial position, financial performance, and cash flows. Entities must provide tabular disclosures of the location, by line item, of amounts of gains and losses reported in the statement of earnings.  The Company will be required to adopt SFAS 161 on January 1, 2009.  The adoption of this standard will require expanded disclosure in the notes to the Company’s consolidated financial statements but will not impact financial results.

During May 2008, the FASB issued FASB Staff Position (FSP) APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement) (FSP APB 14-1). FSP APB 14-1 addresses the accounting for convertible debt securities that, upon conversion, may be settled by the issuer fully or partially in cash. Currently, most forms of convertible debt securities are treated solely as debt. Under this FSP, issuers of convertible debt securities within its scope must separate these securities into two accounting components; a debt component, representing the issuer’s contractual obligation to pay principal and interest; and an equity component, representing the holder’s option to convert the debt security into equity of the issuer or, if the issuer so elects, an equivalent amount of cash. The Company will be required to adopt FSP APB 14-1 on July 1, 2009 in connection with its outstanding convertible debt and must apply it retrospectively to all past periods presented, even if the instrument has matured, converted, or otherwise been extinguished as of the FSP’s effective date. The Company has not yet assessed the impact of the adoption of this standard on its financial statements.

During June 2008, the FASB issued FSP Emerging Issues Task Force (EITF) 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities (FSP EITF03-6-1).  FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing earnings per share (EPS) under the two-class method. The FSP clarifies that all outstanding unvested share-based payment awards that contain rights to nonforfeitable dividends participate in undistributed earnings with common shareholders and are considered to be participating securities. As such, the issuing entity is required to apply the two-class method of computing basic and diluted EPS. The Company will be required to adopt FSP EITF 03-6-1 on July 1, 2009 and has not yet assessed the impact of the adoption of this standard on the Company’s financial statements.

Archer-Daniels-Midland Company

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 2. New Accounting Standards (Continued)

During December 2008, the FASB issued FSP FAS 132(R)-1, Employers’ Disclosures about Postretirement Benefit Plan Assets – an amendment of FASB Statement No. 132(R) (FAS 132(R)-1).  FAS 132(R)-1 expands the disclosure requirements of SFAS No. 132(R), Employers’ Disclosures about Pensions and Other Postretirement Benefits (SFAS 132(R)).  The disclosure provisions of SFAS 132(R)-1 apply to entities that are subject to the disclosure requirements of SFAS 132(R).  SFAS 132(R)-1 requires entities to disclose investment policies and strategies, major categories of plan assets, fair value measurements for each major category of plan assets segregated by fair value hierarchy level as defined in SFAS 157, Fair Value Measurements (SFAS 157), the effect of fair value measurements using Level 3 inputs on changes in plan assets for the period, and significant concentrations of risk within plan assets.  The Company will be required to adopt SFAS 132(R)-1 on June 30, 2010.  The adoption of this standard will require expanded disclosure in the notes to the Company’s consolidated financial statements but will not impact financial results.

Note 3. Fair Value Measurements

Effective July 1, 2008, the Company adopted SFAS 157, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework.  SFAS 157 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date.  The fair value hierarchy established in SFAS 157 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity.  Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability, and are to be developed based on the best information available in the circumstances.  In October 2008, the FASB issued FSP FAS 157-3, Determining the Fair Value of a Financial Asset in a Market That Is Not Active, which clarifies that when an active market does not exist it may be appropriate to use unobservable inputs to determine fair value.  The Company determines the fair market value of certain of its inventories of agricultural commodities, derivative contracts, and marketable securities based on the fair value definition and hierarchy levels established in SFAS 157.  SFAS 157 establishes three levels within its hierarchy that may be used to measure fair value:

Level 1:  Quoted prices (unadjusted) in active markets for identical assets or liabilities.  Level 1 assets and liabilities include exchange-traded derivative contracts, U.S. treasury securities and certain publicly traded equity securities.

Level 2:  Observable inputs, including Level 1 prices that have been adjusted; quoted prices for similar assets or liabilities; quoted prices in markets that are less active than traded exchanges; and other inputs that are observable or can be substantially corroborated by observable market data.

Archer-Daniels-Midland Company

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 3. Fair Value Measurements (Continued)

Level 3:  Unobservable inputs that are supported by little or no market activity and that are a significant component of the fair value of the assets or liabilities.  In evaluating the significance of fair value inputs, the Company generally classifies assets or liabilities as Level 3 when their fair value is determined using unobservable inputs that individually, or when aggregated with other unobservable inputs, represent more than 10% of the fair value of the assets or liabilities.  Judgment is required in evaluating both quantitative and qualitative factors in the determination of significance for purposes of fair value level classification.  Level 3 amounts can include assets and liabilities whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as assets and liabilities for which the determination of fair value requires significant management judgment or estimation.

The following table sets forth, by level, the Company’s assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2008.  Pursuant to FSP FAS 157-2 Effective Date of FASB Statement No. 157, the Company will delay the adoption of SFAS 157 for its nonfinancial assets and liabilities that are recognized on a nonrecurring basis, including goodwill, other intangible assets, and asset retirement obligations to July 1, 2009.  In many cases, a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy. The lowest level of input that is a significant component of the fair value measurement determines the placement of the entire fair value measurement in the hierarchy.  The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the classification of fair value assets and liabilities within the fair value hierarchy levels.

	Fair Value Measurements at December 31, 2008
	Quoted Prices in  Active Markets  for Identical  Assets  (Level 1)		Significant  Other  Observable  Inputs  (Level 2)		Significant  Unobservable  Inputs  (Level 3)		Total
	(In millions)
Assets:
Inventories carried at market	$	–	$	3,321	$	321	$	3,642
Unrealized gains on derivative    contracts		1,052		2,087		134		3,273
Available-for-sale marketable    securities		1,171		740		12		1,923
Total Assets		2,223		6,148		467		8,838
Liabilities:
Unrealized losses on derivative    contracts		1,001		1,740		116		2,857
Inventory-related liabilities		–		579		7		586
Total Liabilities	$	1,001	$	2,319	$	123	$	3,443

Archer-Daniels-Midland Company

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 3. Fair Value Measurements (Continued)

The Company uses the market approach valuation technique to measure the majority of its assets and liabilities carried at fair value.  Estimated fair market values for inventories carried at market are based on exchange-quoted prices, adjusted for differences in local markets, broker or dealer quotations, or market transactions in either listed or OTC markets.  In such cases, the inventory is classified in Level 2.  Certain inventories may require management judgment or estimation for a significant component of the fair value amount.  In such cases, the inventory is classified as Level 3. Changes in the fair market value of inventories are recognized in the consolidated statements of earnings as a component of cost of products sold.

The Company’s derivative contracts that are measured at fair value include forward commodity purchase and sale contracts, exchange-traded commodity futures and option contracts, and OTC instruments related primarily to agricultural commodities, energy, and foreign currencies.  Exchange-traded futures and options contracts are valued based on unadjusted quoted prices in active markets and are classified in Level 1.  The majority of the Company’s exchange-traded futures and options contracts are cash settled on a daily basis and, therefore, are not included in this table.  Fair value for forward commodity purchase and sale contracts is estimated based on exchange-quoted prices adjusted for differences in local markets.  These differences are generally valued using inputs from broker or dealer quotations or market transactions in either the listed or OTC markets.  When observable inputs are available for substantially the full term of the asset or liability, the derivative contracts are classified in Level 2.  When unobservable inputs have a significant impact on the measurement of fair value, the contract’s fair value is classified in Level 3. Based on historical experience with the Company’s suppliers and customers, the Company’s own credit risk, and the Company’s knowledge of current market conditions, the Company does not view nonperformance risk to be a significant input to fair value for the majority of its forward commodity purchase and sale contracts.  However, in situations when the Company believes the nonperformance risk to be a significant input, the Company records estimated fair value adjustments, and classifies the contracts in Level 3 in the fair value hierarchy. Changes in the fair market value of commodity-related derivatives are recognized in the consolidated statements of earnings as a component of cost of products sold.  Changes in the fair market value of foreign currency-related derivatives are recognized in the consolidated statements of earnings as a component of net sales and other operating income, cost of products sold, and other (income)expense–net. The effective portions of changes in the fair market value of derivatives designated as cash flow hedges are recognized in the consolidated balance sheets as a component of accumulated other comprehensive income.

The Company’s available-for-sale securities are comprised of U.S. Treasury securities, obligations of U.S. government agencies, corporate and municipal debt securities, and equity investments.  U.S. Treasury securities and certain publicly traded equity investments are valued using quoted market prices and are classified in Level 1.  U.S. government agency obligations, corporate and municipal debt securities and certain equity investments are valued using third-party pricing services and substantially all are classified as Level 2.  Security values that are determined using pricing models are classified in Level 3.  Unrealized changes in the fair market value of available-for-sale marketable securities are recognized in the consolidated balance sheets as a component of accumulated other comprehensive income.

The Company’s assessment of the significance of a particular input to a fair value measurement requires judgment and may affect the classification of assets and liabilities within the fair value hierarchy.

Archer-Daniels-Midland Company

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 3. Fair Value Measurements (Continued)

The following table presents a reconciliation of all assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the quarter ended December 31, 2008.

	Level 3 Fair Value Measurements
	Inventories  Carried at  Market			Derivative  Contracts,  Net			Available-for-  Sale Marketable  Securities			Total
	(In millions)
Balance, October 1, 2008	$	311		$	(22	)	$	17		$	306
Total gains (losses), realized or    unrealized, included in earnings    before income taxes*		(141	)		16			–			(125	)
Purchases, issuances and settlements		149			(1	)		10			158
Transfers in and/or out of Level 3		(5	)		25			(15	)		5
Ending balance, December 31, 2008	$	314		$	18		$	12		$	344

*Includes unrealized gains of $55 million attributable to the change in Level 3 derivative assets still held at December 31, 2008 and unrealized losses of $20 million attributable to the change in Level 3 inventories carried at market still held at December 31, 2008.

The following table presents a reconciliation of all assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the six months ended December 31, 2008.

	Level 3 Fair Value Measurements
	Inventories  Carried at  Market			Derivative  Contracts,  Net			Available-for-  Sale Marketable  Securities			Total
	(In millions)
Balance, July 1, 2008	$	343		$	(6	)	$	10		$	347
Total gains (losses), realized or    unrealized, included in earnings    before income taxes*		(219	)		11			(1	)		(209	)
Purchases, issuances and settlements		121			(1	)		18			138
Transfers in and/or out of Level 3		69			14			(15	)		68
Ending balance, December 31, 2008	$	314		$	18		$	12		$	344

*Includes unrealized gains of $33 million attributable to the change in Level 3 derivative assets still held at December 31, 2008 and unrealized losses of $56 million attributable to the change in Level 3 inventories carried at market still held at December 31, 2008.

Archer-Daniels-Midland Company

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 4. Debt and Financing Arrangements

The Company has outstanding $1.2 billion principal amount of convertible senior notes (the Notes) due in 2014. As of December 31, 2008, none of the conditions permitting conversion of the Notes had been satisfied.  Therefore, no share amounts related to the conversion of the Notes or exercise of the warrants sold in connection with the issuance of the Notes were included in diluted average shares outstanding.

The Company also has outstanding $1.75 billion principal amount of Equity Units (the Units) due in 2011.  The Units are a combination of (a) debt and (b) forward purchase contracts for the holder to purchase the Company’s common stock.  The forward purchase contracts issued in connection with the Units will be settled for the Company’s common stock on June 1, 2011.  Until settlement of the forward purchase contracts, the shares of stock underlying each forward purchase contact are not outstanding.  The forward purchase contracts will only be included in the computation of diluted earnings per share to the extent they are dilutive.  As of December 31, 2008, the forward purchase contracts were not considered dilutive and therefore were not included in the computation of diluted earnings per share.

For further information on the Notes and Units, refer to Note 7 “Debt and Financing Arrangements” in the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended June 30, 2008.

Note 5. Comprehensive Income

The components of comprehensive income, net of related tax, are as follows:

	Three Months Ended						Six Months Ended
	December 31,						December 31,
	2008			2007			2008			2007
	(In millions)
Net earnings	$	585		$	473		$	1,635		$	913
Unrealized gain (loss) on investments		(8	)		(4	)		(27	)		(6	)
Deferred  gain (loss) on hedging activities		(22	)		19			(254	)		25
Pension liability adjustment		9			(1	)		14			(6	)
Foreign currency translation adjustment		(317	)		64			(942	)		274
Comprehensive income	$	247		$	551		$	426		$	1,200

Archer-Daniels-Midland Company

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 6. Other (Income) Expense - Net

	Three Months Ended						Six Months Ended
	December 31,						December 31,
	2008			2007			2008			2007
	(In millions)
Interest expense	$	120		$	113		$	249		$	201
Investment income		(48	)		(69	)		(102	)		(132	)
Net (gain) loss on marketable
securities transactions		–			(13	)		(9	)		(27	)
Equity in earnings of affiliates		(93	)		(124	)		(216	)		(210	)
Other – net		70			18			91			22
	$	49		$	(75	)	$	13		$	(146	)

Note 7. Postretirement Plans

SFAS No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans (SFAS 158), requires companies to measure plan assets and benefit obligations as of the end of the fiscal year instead of a date up to three months prior to the end of the fiscal year.  The Company adopted the measurement provisions of SFAS 158 as of July 1, 2008.  The Company previously measured plan assets and pension and other postretirement benefit obligations at March 31 of each year.  As a result of adopting the measurement date provisions of SFAS 158, the Company recorded an additional three months of pension and other postretirement benefit obligations as of July 1, 2008, which resulted in a $13 million decrease in retained earnings, a $1 million increase in accumulated other comprehensive income, and a $19 million increase in pension and postretirement benefit obligations.

Archer-Daniels-Midland Company

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 8. Segment Information

The Company is principally engaged in procuring, transporting, storing, processing, and merchandising agricultural commodities and products.  The Company’s operations are classified into three reportable business segments:  Oilseeds Processing, Corn Processing and Agricultural Services.  Each of these segments is organized based upon the nature of products and services offered.  The Company’s remaining operations are aggregated and classified as Other.

The Oilseeds Processing segment includes activities related to the crushing and origination of oilseeds such as soybeans, cottonseed, sunflower seeds, canola, peanuts, and flaxseed into vegetable oils and protein meals principally for the food and feed industries.  In addition, oilseeds and oilseed products may be processed internally or resold into the marketplace as raw materials for other processing.  Crude vegetable oil is sold "as is" or is further processed by refining, bleaching, and deodorizing into salad oils.  Salad oils can be further processed by hydrogenating and/or interesterifying into margarine, shortening, and other food products. Partially refined oil is sold for use in chemicals, paints, and other industrial products.  Refined oil can be further processed for use in the production of biodiesel.  Oilseed meals are primary ingredients used in the manufacture of commercial livestock and poultry feeds.  Oilseeds Processing includes activities related to the production of natural health and nutrition products and the production of other specialty food and feed ingredients.  This segment also includes activities related to the Company’s interests in unconsolidated affiliates in Asia, principally Wilmar International Limited.

The Corn Processing segment includes activities related to the production of sweeteners, starches, dextrose, and syrups primarily for the food and beverage industry as well as activities related to the production, by fermentation, of bioproducts such as ethanol, amino acids, and other food, feed and industrial products.

The Agricultural Services segment utilizes the Company’s extensive grain elevator and transportation network to buy, store, clean, and transport agricultural commodities, such as oilseeds, corn, wheat, milo, oats, barley, and edible beans, and resells or processes these commodities primarily as food and feed ingredients for the agricultural processing industry.  Agricultural Services’ grain sourcing and transportation network provides reliable and efficient services to the Company’s agricultural processing operations. Also included in Agricultural Services are the activities of A.C. Toepfer International, a global merchandiser of agricultural commodities and processed products.

Other includes the Company’s remaining processing operations, consisting of activities related to processing agricultural commodities into products such as wheat into wheat flour, cocoa into chocolate and cocoa products, barley into malt and sugarcane into sugar and ethanol.  The Company sold its malt operations on July 31, 2008.  Other also includes financial activities related to banking, captive insurance, private equity fund investments, and futures commission merchant activities.

Intersegment sales have been recorded at amounts approximating market.  Operating profit for each segment is based on net sales less identifiable operating expenses, including an interest charge related to working capital usage.  Also included in segment operating profit are equity in earnings of affiliates based on the equity method of accounting.  General corporate expenses, investment income, unallocated interest expense, marketable securities transactions, FIFO to LIFO inventory adjustments and minority interest eliminations have been excluded from segment operations and classified as Corporate.

For detailed information regarding the Company’s reportable segments, see Note 14 to the consolidated financial statements included in the Company’s annual report on Form 10-K for the year ended June 30, 2008.

Archer-Daniels-Midland Company

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 8. Segment Information (Continued)

	Three Months Ended						Six Months Ended
	December 31,						December 31,
	2008			2007			2008			2007
	(In millions)
Sales to external customers
Oilseeds Processing	$	5,296		$	5,255		$	13,068		$	9,865
Corn Processing		1,853			1,683			4,094			3,204
Agricultural Services		8,141			8,233			17,710			13,773
Other		1,383			1,325			2,961			2,482
Total	$	16,673		$	16,496		$	37,833		$	29,324
Intersegment sales
Oilseeds Processing	$	16		$	127		$	68		$	274
Corn Processing		19			20			59			39
Agricultural Services		800			794			1,612			1,215
Other		39			35			78			66
Total	$	874		$	976		$	1,817		$	1,594
Net sales
Oilseeds Processing	$	5,312		$	5,382		$	13,136		$	10,139
Corn Processing		1,872			1,703			4,153			3,243
Agricultural Services		8,941			9,027			19,322			14,988
Other		1,422			1,360			3,039			2,548
Intersegment elimination		(874	)		(976	)		(1,817	)		(1,594	)
Total	$	16,673		$	16,496		$	37,833		$	29,324
Segment operating profit
Oilseeds Processing	$	319		$	219		$	829		$	428
Corn Processing		29			275			147			528
Agricultural Services		462			315			890			544
Other		5			146			125			252
Total segment operating profit		815			955			1,991			1,752
Corporate		11			(270	)		329			(421	)
Earnings before income taxes	$	826		$	685		$	2,320		$	1,331

Archer-Daniels-Midland Company

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 9. Investment in Affiliate

The Company has a 23% ownership interest in Gruma S.A.B. de C.V. (Gruma), one of the world’s leading producers and marketers of corn flour and tortillas. The carrying value of the Company’s investment in Gruma is $254 million as of December 31, 2008.

On October 28, 2008, Gruma publicly announced that it had $788 million of unrealized mark-to-market losses on currency derivative instruments which mature between 2008 and 2011. Gruma stated it is not subject to margin calls on these instruments. Additionally, Gruma disclosed that it also had $276 million of derivative losses on instruments which were subject to margin calls with another of the various counterparties with whom Gruma contracted such instruments (the “Counterparty”). Gruma’s announcement states that it has entered into a release with the Counterparty in settlement of amounts due under these derivative instruments.

On November 13, 2008, Gruma announced it had obtained a credit line that allows it to satisfy its payment obligations related to its currency derivative instruments maturing in 2008. Gruma stated it will use part of this credit line to satisfy its commitments arising from the currency derivative instruments that had margin calls, which Gruma had agreed to pay by November 25, 2008. Gruma stated it is still working to meet, to the satisfaction of all parties, its obligations under the derivative instruments maturing in 2009, 2010, and 2011, which instruments are not subject to margin calls. Gruma stated on October 28, 2008 that its results have been affected by the non-cash charges resulting from the mark-to-market changes in the value of its currency derivative instruments and it expects that such fluctuations in value may continue.

On December 16, 2008, Gruma filed a Form 6-K with the United States Securities and Exchange Commission which contained details regarding its foreign currency derivative instruments, including notional amounts, losses as of September 30, 2008, and a sensitivity analysis which specified additional potential losses assuming a hypothetical 10% depreciation in the value of the underlying assets.

The Company employs the equity method of accounting for its investment in Gruma, and records its share of Gruma’s reported financial results on a one-quarter lag basis. $291 million of Gruma’s derivative loss existed as of September 30, 2008, and is reflected in Gruma’s reported net loss of Ps. 1.7 billion (US $165 million) for the quarter ended September 30, 2008 and the Company recorded its share of this loss in its results for the quarter ended December 31, 2008. Based on Gruma’s disclosures and filings dated October 13, 2008, October 28, 2008 and December 16, 2008; fluctuations in foreign currency exchange rates between September 30, 2008 and December 31, 2008; and the Company’s assumptions regarding Mexican income tax impacts, the Company expects Gruma to record additional losses in its quarter-ended December 31, 2008 financial results. The Company estimates its share of Gruma’s derivative losses for the quarter-ended December 31, 2008 to result in a non-cash charge of between $80 million and $110 million, after income tax, in the Company’s third quarter.  In addition, based on Gruma’s public disclosures and the sensitivity analysis contained in Gruma’s Form 6-K filed December 16, 2008, the Company may report additional losses in future reporting periods.

The Company has evaluated the carrying value of its investment in Gruma as of December 31, 2008 in light of Gruma’s announcements, and does not consider its investment in Gruma to be other-than-temporarily impaired. The Company based its evaluation on Gruma’s public disclosures about its currency derivative losses and its expected future cash flows, and the Company’s knowledge of Gruma’s business. The Company’s evaluation required the use of assumptions and management judgment, including forecasts of Gruma’s future operating results and impacts resulting from its derivative positions. If different assumptions and judgment had been applied, the conclusion could have differed.

The Company has no present obligation to provide funding to Gruma.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Company Overview

The Company is principally engaged in procuring, transporting, storing, processing, and merchandising agricultural commodities and products.  The Company’s operations are classified into three reportable business segments: Oilseeds Processing, Corn Processing and Agricultural Services.  Each of these segments is organized based upon the nature of products and services offered.  The Company’s remaining operations are aggregated and classified as Other.

The Oilseeds Processing segment includes activities related to the origination and crushing of oilseeds such as soybeans, cottonseed, sunflower seeds, canola, peanuts, and flaxseed into vegetable oils and protein meals principally for the food and feed industries.  In addition, oilseeds and oilseed products may be processed internally or resold into the marketplace as raw materials for other processing.  Crude vegetable oil is sold "as is" or is further processed by refining, bleaching, and deodorizing into salad oils.  Salad oils can be further processed by hydrogenating and/or interesterifying into margarine, shortening, and other food products. Partially refined oil is sold for use in chemicals, paints, and other industrial products.  Refined oil can be further processed for use in the production of biodiesel.  Oilseed protein meals are primary ingredients used in the manufacture of commercial livestock and poultry feeds.  Oilseeds Processing includes activities related to the production of natural health and nutrition products and the production of other specialty food and feed ingredients.  This segment also includes activities related to the Company’s interests in unconsolidated affiliates in Asia, principally Wilmar International Limited.

The Corn Processing segment includes activities related to the production of sweeteners, starches, dextrose, and syrups primarily for the food and beverage industry as well as activities related to the production, by fermentation, of bioproducts such as ethanol, amino acids, and other food, feed and industrial products.

The Agricultural Services segment utilizes the Company’s extensive grain elevator and transportation network to buy, store, clean, and transport agricultural commodities, such as oilseeds, corn, wheat, milo, oats, barley, and edible beans, and resells or processes these commodities primarily as food and feed ingredients for the agricultural processing industry.  Agricultural Services’ grain sourcing and transportation network provides reliable and efficient services to the Company’s agricultural processing operations. Also included in Agricultural Services are the activities of A.C. Toepfer International, a global merchant of agricultural commodities and processed products.

Other includes the Company’s remaining processing operations, consisting of activities related to processing agricultural commodities into products such as wheat into wheat flour, cocoa into chocolate and cocoa products, barley into malt, and sugarcane into sugar and ethanol.  The Company sold its malt operations on July 31, 2008.  Other also includes financial activities related to banking, captive insurance, private equity fund investments, and futures commission merchant activities.

Operating Performance Indicators

The Company is exposed to certain risks inherent to an agricultural-based commodity business.  These risks are further described in Item 1A, “Risk Factors” included in the Company’s annual report on Form 10-K for the year ended June 30, 2008.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

The Company’s Oilseeds Processing, Agricultural Services, and wheat processing operations are principally agricultural commodity-based businesses where changes in selling prices move in relationship to changes in prices of the commodity-based agricultural raw materials.  Therefore, changes in agricultural commodity prices have relatively equal impacts on both net sales and cost of products sold.  As a result, changes in gross profit of these businesses do not necessarily correspond to the changes in net sales amounts.

The Company’s Corn Processing operations and certain other food and animal feed processing operations also utilize agricultural commodities (or products derived from agricultural commodities) as raw materials.  In these operations, agricultural commodity market price changes can result in significant fluctuations in cost of products sold, and such price changes cannot necessarily be passed directly through to the selling price of the finished products.

The Company conducts its business in many countries.  For the majority of the Company’s subsidiaries located outside the United States, the local currency is the functional currency.  Revenues and expenses denominated in foreign currencies are translated into U.S. dollars at the weighted average exchange rates for the applicable periods.  Fluctuations in the exchange rates of foreign currencies, primarily the Euro, British pound, and Canadian dollar, as compared to the U.S. dollar will result in corresponding fluctuations in the U.S. dollar value of revenues and expenses reported by the Company.  The impact of these currency exchange rate changes, where significant, is discussed below.

The Company measures the performance of its business segments using key operating statistics such as segment operating profit, return on fixed capital investment, return on equity and return on net assets.  The Company’s operating results can vary significantly due to changes in unpredictable factors such as fluctuations in energy prices, weather conditions, crop plantings,  government programs and policies, changes in global demand resulting from population growth and changes in standards of living, and global production of similar and competitive crops.  Due to these unpredictable factors, the Company does not provide forward-looking information in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Three Months Ended December 31, 2008 Compared to Three Months Ended December 31, 2007

Net earnings for the quarter increased due principally to decreased LIFO inventory valuation reserves resulting from a decline in commodity costs during the current quarter, partially offset by decreased segment operating profits.

As an agricultural-based commodity business, the Company is subject to a variety of market factors which affect the Company’s operating results.  This quarter, the Company experienced impacts resulting from the later than normal U.S. harvest, decreased exports of U.S. agricultural products, declining market prices for many agricultural commodities, and generally weaker global economic conditions.  An increase in global production of agricultural products and the anticipation of weakening future demand contributed to the decline in agricultural commodity market prices this quarter.  Volatility in the commodity and freight markets remained relatively high, and continued to create enhanced profit opportunities for the Company.  Net corn costs increased, due principally to lower by-product credits and the impact from the Company’s corn hedging activity.  Additionally, ethanol margins decreased sharply as lower demand for gasoline, decreased gasoline prices, and excess ethanol industry capacity negatively impacted ethanol selling prices.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Analysis of Statements of Earnings

Net sales and other operating income increased 1% to $16.7 billion for the quarter, reflecting increased average selling prices, decreased sales volumes and foreign currency translation impacts.  A $2.3 billion increase due to higher average selling prices was offset by a $1.7 billion decrease due to lower sales volumes and a $0.5 billion decrease due to foreign exchange translation.

Net sales and other operating income by segment for the quarter are as follows:

	Three Months Ended
	December 31,
	2008		2007		Change
	(In millions)
Oilseeds Processing
Crushing & Origination	$	2,982	$	3,280	$	(298	)
Refining, Packaging, Biodiesel & Other		2,264		1,919		345
Asia		50		56		(6	)
Total Oilseeds Processing		5,296		5,255		41
Corn Processing
Sweeteners and Starches		944		791		153
Bioproducts		909		892		17
Total Corn Processing		1,853		1,683		170
Agricultural Services
Merchandising & Handling		8,062		8,179		(117	)
Transportation		79		54		25
Total Agricultural Services		8,141		8,233		(92	)
Other
Wheat, Cocoa, Malt, and Sugar		1,353		1,303		50
Financial		30		22		8
Total Other		1,383		1,325		58
Total	$	16,673	$	16,496	$	177

Oilseeds Processing sales were relatively unchanged at $5.3 billion.  Higher average selling prices of vegetable oils and biodiesel were offset by lower sales volumes of protein meal and merchandised oilseeds.  Corn Processing sales increased 10% to $1.9 billion due to higher average selling prices of sweeteners and starches and higher sales volumes of bioproducts partially offset by lower sales volumes of sweeteners and starches and lower average selling prices of bioproducts.  Agricultural Services sales decreased 1% to $8.1 billion, due principally to lower sales volumes of grain partially offset by higher average selling prices.  Other sales increased 4% to $1.4 billion primarily due to higher average selling prices of wheat flour and cocoa products.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Cost of products sold was unchanged at $15.5 billion reflecting decreased sales volumes, a $0.5 billion impact from foreign currency translation and decreased LIFO inventory reserves partially offset by increased agricultural commodity costs.  Manufacturing expenses increased $43 million primarily due to higher chemical, energy and fuel costs.

Selling, general and administrative expenses were relatively unchanged at $337 million due principally to increased provisions for doubtful accounts offset by lower employee-related costs and the impact of foreign currency translation.

Other (income) expense-net decreased $124 million due principally to decreased equity in earnings of affiliates, decreased gains on sales of assets and marketable securities, increased net interest expense and increased minority interest eliminations.

Operating profit by segment for the quarter is as follows:

	Three Months Ended
	December 31,
	2008			2007			Change
	(In millions)
Oilseeds Processing
Crushing & Origination	$	187		$	141		$	46
Refining, Packaging, Biodiesel & Other		86			46			40
Asia		46			32			14
Total Oilseeds Processing		319			219			100
Corn Processing
Sweeteners and Starches		140			150			(10	)
Bioproducts		(111	)		125			(236	)
Total Corn Processing		29			275			(246	)
Agricultural Services
Merchandising & Handling		385			258			127
Transportation		77			57			20
Total Agricultural Services		462			315			147
Other
Wheat, Cocoa, Malt, and Sugar		51			78			(27	)
Financial		(46	)		68			(114	)
Total Other		5			146			(141	)
Total Segment Operating Profit		815			955			(140	)
Corporate		11			(270	)		281
Earnings Before Income Taxes	$	826		$	685		$	141

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Oilseeds Processing operating profit increased $100 million for the quarter.  Crushing and origination results increased $46 million for the quarter due principally to improved crushing margins, including favorable risk management results,   and higher origination margins, partially offset by lower fertilizer sales volumes and margins.  Refining, packaging, biodiesel and other results increased $40 million for the quarter.  Biodiesel results increased for the quarter primarily related to the start up of a new facility in Brazil and favorable impacts from derivatives used to economically hedge future sales commitments in Europe.  Refining, packaging, biodiesel and other results also improved due to recent increases in selling prices for many key products and the absence of asset abandonment charges of $15 million included in the quarter ended December 31, 2007.  Asia results increased $14 million for the quarter due to increased earnings related to equity investments, principally Wilmar International Limited.

Corn Processing operating profit decreased $246 million for the quarter. Sweetener and starches operating profit decreased $10 million for the quarter due principally to higher net corn costs and increased manufacturing costs, partially offset by higher average selling prices.  Bioproducts operating profit decreased $236 million for the quarter due principally to a significant decline in ethanol margins resulting from  higher net corn costs and increased manufacturing costs, lower average selling prices, and the  write-down of ethanol inventory to market.  Net corn costs increased, due principally to lower by-product credits and the impact from the Company’s corn hedging activity.

Agricultural Services operating profit increased $147 million for the quarter due principally to improved global merchandising and handling margins resulting from opportunities created by volatile commodity and freight market conditions.  In addition, income from storage and drying increased for the quarter.  Transportation results increased for the quarter due principally to higher barge freight rates.

Other operating profit decreased $141 million for the quarter.  Wheat, cocoa, malt and sugar operating profits decreased $27 million for the quarter due principally to lower equity earnings from the Company’s investment in Gruma S.A.B. de C.V. related primarily to foreign currency derivative losses (see Note 9 to Consolidated Financial Statements), partially offset by improved wheat and cocoa processing margins.  Financial operating profits decreased $114 million for the quarter primarily due to increased captive insurance loss provisions, decreased interest income of the Company’s futures commission merchant operations and decreased gains from sales of marketable securities.

Corporate results increased $281 million for the quarter due principally to a reduction in LIFO inventory reserves of $123 million for the quarter ended December 31, 2008 compared to increased LIFO inventory reserves of $225 million for the quarter ended December 31, 2007.  Corporate unallocated interest was a net expense of $32 million for the quarter compared to net income of $38 million in the prior year.  Corporate interest expense increased due principally to additional long-term debt borrowings and decreased interest income, partially offset by increased capitalized interest on capital projects.

Income taxes increased due principally to higher pretax earnings.  The Company’s effective tax rate for the quarter is 29.2% as compared to 30.9% in the prior year’s quarter.  The decrease in the Company’s effective tax rate is primarily due to changes in the geographic mix of pretax earnings.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Six Months Ended December 31, 2008 Compared to Six Months Ended December 31. 2007

Net earnings for the six months increased due principally to decreased LIFO inventory valuation reserves resulting from a decline in commodity costs during the current six month period, and increased segment operating profits.

As an agricultural-based commodity business, the Company is subject to a variety of market factors which affect the Company’s operating results.  Shifting global sources of grain supplies, continuing commodity and freight market volatility, decreased exports of U.S. agricultural products and the delayed U.S. harvest created enhanced profit opportunities for the Company.  An increase in global production of agricultural products and the anticipation of weakening future demand contributed to the decline in agricultural commodity market prices.  Biodiesel markets continue to develop, particularly in South America, and contributed to an increase in demand for refined and crude vegetable oils.   Compared to last year, market prices for corn increased sharply resulting in higher raw material costs which negatively impacted ethanol margins and   were only partially passed on in the form of increased selling prices for sweeteners and starches.  Additionally, ethanol margins decreased as lower demand for gasoline, decreased gasoline prices, and excess ethanol industry capacity limited the Company’s ability to increase ethanol selling prices.  Higher chemical, energy and fuel costs negatively impacted the Company’s manufacturing costs.

Analysis of Statements of Earnings

Net sales and other operating income increased 29% to $ 37.8 billion for the six months, reflecting increased average selling prices and decreased sales volumes.  A $10 billion increase due to higher average selling prices was partially offset by a $1.6 billion decrease due to lower sales volumes.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Net sales and other operating income by segment for the six months are as follows:

	Six Months Ended
	December 31,
	2008		2007		Change
	(In millions)
Oilseeds Processing
Crushing & Origination	$	7,865	$	6,088	$	1,777
Refining, Packaging, Biodiesel & Other		5,108		3,686		1,422
Asia		95		91		4
Total Oilseeds Processing		13,068		9,865		3,203
Corn Processing
Sweeteners and Starches		1,983		1,625		358
Bioproducts		2,111		1,579		532
Total Corn Processing		4,094		3,204		890
Agricultural Services
Merchandising & Handling		17,558		13,659		3,899
Transportation		152		114		38
Total Agricultural Services		17,710		13,773		3,937
Other
Wheat, Cocoa, Malt, and Sugar		2,903		2,436		467
Financial		58		46		12
Total Other		2,961		2,482		479
Total	$	37,833	$	29,324	$	8,509

Oilseeds Processing sales increased 32% to $13.1 billion due principally to higher average selling prices resulting primarily from increases in underlying commodity costs.  Sales quantities of biodiesel also increased due principally to the start up of a new facility in Brazil.  Corn Processing sales increased 28% to $4.1 billion.  Sweeteners and starches sales increased due principally to higher average selling prices.  Bioproducts sales increased primarily as a result of increased sales volumes and higher average selling prices of ethanol and lysine.  Agricultural Services sales increased 29% to $17.7 billion due primarily to increased underlying commodity costs, partially offset by decreased sales volumes.  Other sales increased 19% to $3.0 billion primarily due to higher average selling prices of wheat flour and cocoa products, partially offset by decreased sales volumes.

Cost of products sold increased 27% to $34.8 billion due principally to increased agricultural commodity costs, partially offset by decreased sales volumes and decreased LIFO inventory reserves.  Manufacturing expenses increased $235 million primarily due to increased chemical, energy and fuel costs.

Selling, general and administrative expenses increased 8% to $746 million due principally to increased provisions for doubtful accounts offset by lower employee-related costs, and to a lesser extent, the impact of foreign currency translation.

Other (income) expense-net decreased $159 million due principally to decreased gains on sales of assets and marketable securities, increased interest expense, decreased investment income and increased minority interest eliminations.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Operating profit by segment for the six months is as follows:

	Six Months Ended
	December 31,
	2008			2007			Change
	(In millions)
Oilseeds Processing
Crushing & Origination	$	526		$	272		$	254
Refining, Packaging, Biodiesel & Other		192			108			84
Asia		111			48			63
Total Oilseeds Processing		829			428			401
Corn Processing
Sweeteners and Starches		205			317			(112	)
Bioproducts		(58	)		211			(269	)
Total Corn Processing		147			528			(381	)
Agricultural Services
Merchandising & Handling		770			443			327
Transportation		120			101			19
Total Agricultural Services		890			544			346
Other
Wheat, Cocoa, Malt, and Sugar		154			116			38
Financial		(29	)		136			(165	)
Total Other		125			252			(127	)
Total Segment Operating Profit		1,991			1,752			239
Corporate		329			(421	)		750
Earnings Before Income Taxes	$	2,320		$	1,331		$	989

Oilseeds Processing operating profit increased $401 million to $829 million.  Crushing and origination results increased $254 million to $526 million due principally to improved crushing margins, including favorable impacts from raw material positioning and risk management results.    In addition, higher origination margins were partially offset by lower fertilizer sales volumes and margins. Refining, packaging, biodiesel and other results increased $84 million to $192 million.  Biodiesel results increased primarily due to the start up of a new facility in Brazil and favorable impacts from derivatives used to hedge future sales commitments in Europe.  Refining, packaging, biodiesel and other results also improved due to increased selling prices and the absence of asset abandonment charges of $18 million included in the six months ended December 31, 2007.  Asia results increased $63 million to $111 million due to increased earnings related to equity investments, principally Wilmar International Limited.

Corn Processing operating profit decreased $381 million to $147 million. Sweetener and starches operating profit decreased $112 million due principally to sharply higher net corn costs and increased manufacturing costs, partially offset by higher average selling prices. Bioproducts operating profit decreased $269 million due principally to a significant decline in ethanol margins resulting from sharply higher net corn costs, increased manufacturing costs, lower average selling prices and the write-down of ethanol inventory to market.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Agricultural Services operating profit increased $346 million to $890 million due principally to improved global merchandising and handling margins resulting from opportunities created by volatile commodity and freight market conditions, global shifts in the sources of grain supplies and the delayed U.S. harvest.  Transportation results increased due principally to higher barge freight rates.

Other operating profit decreased $127 million to $125 million.  Wheat, cocoa, malt and sugar operating profit increased $38 million to $154 million due principally to improved wheat and cocoa processing margins partially offset by lower equity earnings from the Company’s investment in Gruma S.A.B. de C.V. related primarily to foreign currency derivative losses (See Note 9 to Consolidated Financial Statements).  Financial operating profit decreased $165 million primarily due to increased captive insurance loss provisions, decreased interest income of the Company’s futures commission merchant operations and decreased gains from sales of marketable securities.

Corporate results increased $750 million to $329 million due principally to LIFO credits of $576 million compared to LIFO charges of $307 million in the prior year.  Corporate unallocated interest decreased $132 million primarily related to increased interest expense and decreased interest income, partially offset by increased capitalized interest on construction projects.

Income taxes increased due principally to higher pretax earnings.  The Company’s effective tax rate for the six months is 29.5% as compared to 31.4% in the prior year’s six months.  The decrease in the Company’s effective tax rate is primarily due to changes in the geographic mix of pretax earnings.

Liquidity and Capital Resources

A Company objective is to have sufficient liquidity, balance sheet strength, and financial flexibility to fund the operating and capital requirements of a capital intensive agricultural-based commodity business.

At December 31, 2008, the Company had $3.4 billion of cash, cash equivalents, and short-term marketable securities and a current ratio, defined as current assets divided by current liabilities, of 2.0 to 1.  Included in working capital is $5.3 billion of readily marketable commodity inventories.  Cash provided by operating activities totaled $5.9 billion for the quarter compared to $2.9 billion of cash used in operations the same quarter last year.  This change was primarily due to a decrease in working capital requirements principally related to decreased market prices and, to a lesser extent, decreased quantities of agricultural commodity inventories, and decreased receivables.  Cash used in financing activities was $2.9 billion compared to cash generated by financing activities of $4.3 billion the same quarter last year due principally to changes in short-term borrowing requirements.  Net short-term borrowings decreased primarily as a result of decreased working capital requirements.

At December 31, 2008, the Company had lines of credit totaling $6.3 billion, of which $5.7 billion was unused. Of the Company’s total lines of credit, $4.2 billion support a commercial paper borrowing facility, against which there were no borrowings at December 31, 2008.

Capital resources remained strong as reflected by the increase in the Company’s net worth from $13.5 billion to $13.7 billion.  The Company’s ratio of long-term debt to total capital (the sum of the Company’s long-term debt and shareholders’ equity) was 36% at December 31, 2008 and at June 30, 2008.  This ratio is a measure of the Company’s long-term liquidity and is an indicator of financial flexibility.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Contractual Obligations and Commercial Commitments

The Company’s purchase obligations as of December 31, 2008 were $13.0 billion. As of December 31, 2008, the Company expects to make payments related to purchase obligations of $11.7 billion within the next twelve months, principally related to obligations to purchase agricultural commodity inventories.  There were no other material changes in the Company’s contractual obligations and off balance sheet arrangements during the six months ended December 31, 2008.

Critical Accounting Policies

There were no material changes in the Company’s critical accounting policies during the six months ended December 31, 2008.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The market risk inherent in the Company’s market risk sensitive instruments and positions is the potential loss arising from adverse changes in: commodity prices as they relate to the Company’s net commodity position; marketable equity security prices; foreign currency exchange rates; and interest rates.  Significant changes in market risk sensitive instruments and positions for the quarter ended December 31, 2008 are described below.  There were no material changes during the quarter in the Company’s potential loss arising from changes in marketable equity securities, foreign currency exchange rates, and interest rates.

For detailed information regarding the Company’s market risk sensitive instruments and positions, see Item 7A, “Quantitative and Qualitative disclosures About Market Risk” included in the Company’s annual report on Form 10-K for the year ended June 30, 2008.

Commodities

The availability and price of agricultural commodities are subject to wide fluctuations due to unpredictable factors such as weather, plantings, global government farm programs and policies, changes in global demand resulting from population growth and changes in standards of living, and global production of similar and competitive crops.  A sensitivity analysis has been prepared to estimate the Company’s exposure to market risk of its commodity position. The Company’s daily net commodity position consists of inventories, related purchase and sale contracts, and exchange-traded futures and exchange-traded and over-the-counter option contracts, including those used to hedge portions of production requirements. The fair value of such position is a summation of the fair values calculated for each commodity by valuing each net position at quoted futures prices. Market risk is estimated as the potential loss in fair value resulting from a hypothetical ten percent adverse change in such prices.  Actual results may differ.

	Six Months Ended						Year Ended
	December 31, 2008						June 30, 2008
Long/(Short)	Fair Value			Market Risk			Fair Value			Market Risk
	(in millions)
Highest position	$	300		$	30		$	1,260		$	126
Lowest position		(1,457	)		(146	)		(915	)		(92	)
Average position		(564	)		(56	)		251			25

The decrease in fair value of the average position was principally the result of a decrease in quantities underlying the daily net commodity position.

ITEM 4. CONTROLS AND PROCEDURES

As of December 31, 2008, an evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” (as defined in Rules 13a – 15(e) and 15d – 15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based on that evaluation, the Company’s management, including the Chief Executive Officer and Chief Financial Officer, concluded the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (a) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and (b) accumulated and communicated to the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosure. There was no change in the Company’s internal controls over financial reporting during the Company’s most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Environmental Matters

The United States Environmental Protection Agency (USEPA) and the Missouri Department of Natural Resources have initiated a criminal investigation of the wastewater discharge practices at one of the Company’s barge facilities in Missouri.  Since February 2008, several employees at the facility have received grand jury subpoenas relating to wastewater discharges from the facility. The Company has been cooperating with the investigation.  On January 14, 2009, USEPA advised the Company that it intends to seek an indictment. The Company does not yet have enough information to reasonably estimate any penalty that may be imposed if any enforcement action is brought.

The Company is involved in approximately twenty administrative and judicial proceedings in which it has been identified as a potentially responsible party (PRP) under the federal Superfund law and its state analogs for the study and cleanup of sites contaminated by material discharged into the environment.  In all of these matters there are numerous PRPs.  Due to various factors, such as the required level of remediation and participation in the cleanup effort by others, the Company’s future cleanup costs at these sites cannot be reasonably estimated.

In management’s opinion, these proceedings will not, either individually or in the aggregate, have a material adverse effect on the Company’s financial condition or results of operations.

ITEM 1A. RISK FACTORS

There were no material changes in the Company’s risk factors during the three months ended December 31, 2008.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

					Total Number of		Number of Shares
	Total Number		Average		Shares Purchased as		Remaining that May be
	of Shares		Price Paid		Part of Publicly		Purchased Under the
Period	Purchased (1)		per Share		Announced Program (2)		Program (2)
October 1, 2008 to
October 31, 2008		99	$	22.11		99		71,346,952
November 1, 2008 to
November 30, 2008		3,443		25.70		7		71,346,945
December 1, 2008 to
December 31, 2008		2,424		27.97		133		71,346,812
Total		5,966	$	26.56		239		71,346,812

(1) Total shares purchased represents those shares purchased as part of the Company’s publicly announced share repurchase program described below, shares received as payment of the exercise price for stock option exercises, and shares received as payment of the withholding taxes on vested restricted stock grants.

(2) On November 4, 2004, the Company’s Board of Directors approved a stock repurchase program authorizing the Company to repurchase up to 100,000,000 shares of the Company’s common stock during the period commencing January 1, 2005 and ending December 31, 2009.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Annual Meeting of Stockholders was held on November 6, 2008.  Proxies for the Annual Meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended.  There was no solicitation in opposition to the Board of Director nominees as listed in the proxy statement and all nominees were elected as follows:

Nominee	Shares Cast For	Shares Withheld
G. W. Buckley	515,829,297	13,352,798
M. H. Carter	498,209,657	30,972,438
V. F. Haynes	445,888,045	83,294,050
A. Maciel	445,671,372	83,510,723
P. J. Moore	495,597,875	33,584,220
M. B. Mulroney	479,532,079	49,650,016
T. F. O’Neill	445,823,050	83,359,045
K. R. Westbrook	441,607,808	87,574,287
P. A. Woertz	499,412,236	29,769,859

The Stockholder’s Proposal No. 1 (Code of Conduct Regarding Global Human Rights Standards) was defeated as follows:

For	Against	Abstain
93,496,621	313,997,695	45,949,002

The appointment of Ernst & Young LLP as independent accountants was ratified at the meeting by the following votes:

For	Against	Abstain
519,885,318	8,098,016	1,198,761

ITEM 5. OTHER INFORMATION

Effective on February 5, 2009, the Company’s Board of Directors approved the following amendments to the Company’s Bylaws: (i) an amendment to Section 1.4(c) to require that proponents of stockholder proposals disclose to the Company their derivative and other interests in the Company’s equity securities; (ii) amendments to Section 2.8 to (a) clarify the Governance Committee’s role in determining the materiality of a director’s potential conflict of interest and (b) recognize the independence requirements of the New York Stock Exchange; and (iii) an amendment to Section 6.7 to clarify that the indemnification and other rights set forth in Article VI vest as of the commencement of service.

The full text of the Company’s Bylaws, as amended, is included as Exhibit 3(ii) to this quarterly report on Form 10-Q and is incorporated into this Item 5 by reference.

ITEM 6. EXHIBITS

(3)(i) Composite Certificate of Incorporation, as amended, filed on November 13, 2001 as Exhibit 3(i) to Form 10-Q for the quarter ended September 30, 2001 (File No. 1-44), is incorporated herein by reference.

(ii) Bylaws, as amended. 

10(i) The Archer-Daniels-Midland Company Amended and Restated Stock Unit Plan for Nonemployee Directors.

(ii) ADM Deferred Compensation Plan for Selected Management Employees I (As amended through January 1, 2009).

(iii) ADM Deferred Compensation Plan for Selected Management Employees II (As Amended and Restated Effective January 1, 2009).

(iv) ADM Supplemental Retirement Plan (As Amended and Restated Effective January 1, 2009).

(v) Archer-Daniels Midland Company Amended and Restated 2002 Incentive Compensation Plan.

(31.1) Certification of Chief Executive Officer pursuant to Rule 13a–14(a) and Rule 15d–14(a) of the Securities Exchange Act, as amended.

(31.2) Certification of Chief Financial Officer pursuant to Rule 13a–14(a) and Rule 15d–14(a) of the Securities Exchange Act, as amended.

(32.1) Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(32.2) Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ARCHER-DANIELS-MIDLAND COMPANY

/s/ S. R. Mills

S. R. Mills

Executive Vice President and

Chief Financial Officer

/s/ D. J. Smith

D. J. Smith

Executive Vice President, Secretary and

General Counsel

Dated: February 9, 2009

EX-31.1

Exhibit 31.1

RULE 13a – 14(a)/15d-14(a) CERTIFICATION

I, P. A. Woertz, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Archer-Daniels-Midland Company;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  February 9, 2009

/s/ P. A. Woertz

P. A. Woertz

Chairman, Chief Executive Officer

and President

EX-31.2

Exhibit 31.2

RULE 13a – 14(a)/15d-14(a) CERTIFICATION

I, S. R. Mills, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Archer-Daniels-Midland Company;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  February 9, 2009

/s/ S. R. Mills

S. R. Mills

Executive Vice President &

Chief Financial Officer

EX-32.1

Exhibit 32.1

SECTION 1350 CERTIFICATION

In connection with the Quarterly Report of Archer-Daniels-Midland Company (the “Company”) on Form 10-Q for the quarter ended December 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, P. A. Woertz, Chief Executive Officer and President of the Company, certify that:

(i)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(ii)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  February 9, 2009

/s/ P. A. Woertz

P. A. Woertz

Chairman, Chief Executive Officer

and President

EX-32.2

Exhibit 32.2

SECTION 1350 CERTIFICATION

In connection with the Quarterly Report of Archer-Daniels-Midland Company (the “Company”) on Form 10-Q for the quarter ended December 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, S. R. Mills, Executive Vice President and Chief Financial Officer of the Company, certify that:

(i)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(ii)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  February 9, 2009

/s/ S. R. Mills

S. R. Mills

Executive Vice President &

Chief Financial Officer

EX-3.1

Exhibit 3

BYLAWS

OF

ARCHER-DANIELS-MIDLAND COMPANY

ARTICLE I.

MEETINGS OF STOCKHOLDERS

           Section 1.1.                                Annual Meeting. The annual meeting of stockholders shall be held at such date, time and place, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors from time to time. At the annual meeting, directors shall be elected and such other business transacted as shall have been properly brought before the meeting.

           Section 1.2.                                Special Meeting. Special meetings of stockholders for any purpose or purposes may be called by the Chairman of the Board, the President, a majority of the Board of Directors, or a majority of the Executive Committee, and shall be called by the Secretary upon the request, in writing, of the stockholders owning a majority of the shares of capital stock of the Corporation issued and outstanding and entitled to vote at such meeting. A stockholder request for a special meeting shall be signed, dated and delivered to the Secretary, shall state the purpose of the proposed meeting, and shall provide the information required by Section 1.4(c) hereof. The Board of Directors or, in the absence of action by the Board of Directors, the Chairman of the Board, shall have the sole power to determine the date, time and place for any special meeting of stockholders and to set a record date for the determination of stockholders entitled to vote at such meeting pursuant to Section 1.11 hereof. Following such determination, it shall be the duty of the Secretary to cause notice to be given to the stockholders entitled to vote at such meeting, in the manner set forth in Section 1.3 hereof, that a meeting will be held at the place, time and date and in accordance with the record date determined by the Board of Directors or the Chairman of the Board. The stockholders requesting the special meeting shall not have the power to give notice of the meeting.

           Section 1.3.                                Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given that shall state the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the Certificate of Incorporation or these By-laws, the written notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed given when deposited in the United States mail, postage prepaid, directed to the stockholder at his or her address as it appears on the records of the Corporation.

           Section 1.4.                                Advance Notice Requirements for Stockholder Proposals. The following procedures shall govern all cases in which a stockholder seeks to propose business to be addressed at a meeting of stockholders or to nominate persons to stand for election as directors of the Corporation (a “Stockholder Proposal”). No business shall be transacted at a meeting of stockholders except in accordance with the following procedures. Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation. Notwithstanding any language in these by-laws to the contrary, this section shall not apply to any right of holders of preferred shares of the Corporation to nominate and elect a specified number of directors in certain circumstances to the extent such procedures are set forth in the Certificate of Incorporation.

           (a)           Annual Meetings of Stockholders.

                      (1)           A Stockholder Proposal may be brought before an annual meeting of stockholders only (i) pursuant to the Corporation’s notice of meeting delivered pursuant to Section 1.3 hereof (or any supplement thereto), (ii) by or at the direction of the Board of Directors (or any duly authorized committee thereof) or the Chairman of the Board or (iii) by any stockholder of the Corporation who was a stockholder of record of the Corporation at the time the notice provided for in this Section 1.4 is delivered to the Secretary of the Corporation, who is entitled to vote at the meeting and who complies with the notice procedures set forth in subparagraphs (2) and (3) of this paragraph (a) in this Section 1.4.

                      (2)           For a Stockholder Proposal to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of paragraph (a)(1) of this Section 1.4, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and the subject of the Stockholder Proposal must otherwise be a proper matter for stockholder action as determined by the Board of Directors. The stockholder’s notice shall contain, at a minimum, the information set forth in Section 1.4(c). To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not less than sixty (60) nor more than ninety (90) days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within thirty (30) days before or after such anniversary date, the stockholder’s notice in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the annual meeting was mailed or public disclosure of the date of the annual meeting was made, whichever first occurs. In no event shall the public announcement of an adjournment or postponement of an annual meeting of stockholders commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

                      (3)           Notwithstanding anything in paragraph (a)(2) of this Section 1.4 to the contrary, in the event that the Stockholder Proposal relates to the nomination of candidates for director and the number of directors to be elected to the Board of Directors of the Corporation at an annual meeting is increased and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least one hundred days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section 1.4 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth day following the day on which such public announcement is first made by the Corporation.

           (b)           Special Meetings of Stockholders.  Only such business shall be conducted at a special meeting of stockholders as shall have been described in the Corporation’s notice of meeting given pursuant to Section 1.3 hereof. To the extent such business includes the election of directors, a Stockholder Proposal nominating persons to stand for election as directors may be made at a special meeting of stockholders only (i) by or at the direction of the Board of Directors (or any duly authorized committee thereof) or the Chairman of the Board, or (ii) by any stockholder of the Corporation who is a stockholder of record at the time the notice provided for in this Section 1.4(b) is delivered to the Secretary of the Corporation, who is entitled to vote at the special meeting and who gives timely notice in writing by the Secretary of the Corporation. The stockholder’s notice shall contain, at a minimum, the information set forth in Section 1.4(c). To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

           (c)           Contents of Stockholder’s Notice.  Any stockholder’s notice required by this Section 1.4 shall set forth the following information: As to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the Stockholder Proposal is made, the stockholder’s notice shall set forth (i) the name and address of such stockholder and of such beneficial owner, as they appear on the Corporation’s books, (ii) (A) the class and number of shares of capital stock of the Corporation which are owned beneficially and of record by such stockholder or such beneficial owner, (B) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class of shares of the Corporation or with a value derived in whole or in part from the value of any class of shares of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class of capital stock of the Corporation or otherwise (a “Derivative Instrument”) directly or indirectly owned beneficially by such stockholder or such beneficial owner and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation, (C) any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder or such beneficial owner has a right to vote any shares of any security of the Company, (D) any short interest of such stockholder or such beneficial owner in any security of the Corporation (for purposes of this provision, a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (E) any rights to dividends on the shares of the Corporation owned beneficially by such stockholder or such beneficial owner that are separated or separable from the underlying shares of the Corporation, (F) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder or such beneficial owner is a general partner or, directly or indirectly, beneficially owns an interest in a general partner and (G) any performance-related fees (other than an asset-based fee) that such stockholder or such beneficial owner is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, as of the date of such notice, including without limitation any such interests held by members of such stockholder’s or such beneficial owner’s immediate family sharing the same household (which information shall be supplemented by such stockholder and beneficial owner, if any, not later than 10 days after the record date for the meeting to disclose such ownership as of the record date), and (iii) a representation that such stockholder intends to appear in person or by proxy at the stockholder meeting.

For any Stockholder Proposal that seeks to nominate persons to stand for election as directors of the Corporation, the stockholder’s notice also shall include (i) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made, (ii) a representation whether the stockholders or the beneficial owners, if any, intend or are part of a group which intends to (1) deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to elect the nominee and/or (2) otherwise solicit proxies from stockholders in support of such nomination and (iii) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder. For any Stockholder Proposal that seeks to nominate persons to stand for election as directors of the Corporation, the stockholder’s notice also shall include, as to each person whom the stockholders propose to nominate for election or reelection as a director, (i) the name, age, business address and residence address of the person, (ii) the principal occupation and employment of the person, (iii) the written consent of each proposed nominee to being named as a nominee and to serve as a director if elected, (iv) a written statement from each proposed nominee as to whether such proposed nominee, if elected, intends to tender, promptly following such proposed nominee’s election or re-election, an irrevocable resignation effective upon such proposed nominee’s failure to receive the required vote for re-election at the next meeting at which such proposed nominee would stand for re-election and upon acceptance of such resignation by the Board of Directors, in accordance with the Corporation’s Policy of the Board of Directors on Director Elections, (v) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by the person and (vi) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder. The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Corporation.

For any Stockholder Proposal that seeks to propose matters to be considered at a stockholder meeting other than the nomination of persons to stand for election as directors of the Corporation, the stockholder’s notice shall also set forth for each item of business proposed for consideration (i) a description of the item of business, (ii) the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the by-laws of the Corporation, the language of the proposed amendment), (iii) the reasons for conducting such business at the stockholder meeting, (iv) and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the Stockholder Proposal is made and (v) any other information relating to the stockholder, the beneficial owner, or the proposed business that would be required to be disclosed in a proxy statement or other filings in connection with solicitations of proxies relating to the proposed item of business pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder.

           (d)           Only Stockholder Proposals made in accordance with the procedures set forth in this Section 1.4 shall be considered at an annual or special meeting of stockholders of the Corporation. Except as otherwise provided by law, the chair of the meeting shall have the power and duty to (i) determine whether a Stockholder Proposal was made in accordance with the procedures set forth in this Section 1.4 and (ii) if any Stockholder Proposal is not in compliance with this Section 1.4, including whether the stockholder or beneficial owner, if any, on whose behalf the Stockholder Proposal is made solicits (or is part of a group which solicits) or fails to so solicit (as the case may be) proxies in support of the Stockholder Proposal in compliance with such stockholder’s representation as required by Section (c) of this Section 1.4, to declare that such Stockholder Proposal shall be disregarded.

           (e)           For purposes of this Section 1.4, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

           (f)           Notwithstanding the foregoing provisions of this Section 1.4, a stockholder also shall comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 1.4. Nothing in this Section 1.4 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

           Section 1.5.                                Postponement and Cancellation of Meeting. Any previously scheduled annual or special meeting of the stockholders may be postponed and any previously scheduled annual or special meeting of the stockholders called by the Chairman of the Board, the President, a majority of the Board of Directors, or a majority of the Executive Committee may be canceled by resolution of the Board of Directors upon public notice given prior to the time previously scheduled for such meeting of stockholders.

           Section 1.6.                                Quorum. Except as otherwise provided by law, the Certificate of Incorporation or these by-laws, at each meeting of stockholders the presence in person or by proxy of the holders of a majority in voting power of the outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum. In the absence of a quorum, the chair of the meeting may adjourn the meeting from time to time in the manner provided in Section 1.10 hereof until a quorum shall attend. Shares of the Corporation’s own stock belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation or any subsidiary of the Corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity. The chair of the meeting shall have the power and the duty to determine whether a quorum is present at any meeting of stockholders.

           Section 1.7.                                Officers for Meeting of Stockholders. Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in his or her absence by the President, or in his or her absence by a Vice President, or in the absence of the foregoing persons by a chair designated by the Board of Directors, or in the absence of such designation by a chair chosen at the meeting by a plurality vote. The Secretary shall act as secretary of the meeting, but in his or her absence the chair of the meeting may appoint any person to act as secretary of the meeting.

           Section 1.8.                                Conduct of Meetings. Every meeting of stockholders shall be presided over by the chair of the meeting selected pursuant to Section 1.7, hereof. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be determined by the chair of the meeting and announced at the meeting. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chair of the meeting shall have the exclusive right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of the chair, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chair of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chair of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on or the elimination of time allotted to questions or comments by participants. Unless and to the extent determined by the Board of Directors or the chair of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

           Section 1.9.                                Voting; Elections.

           1.9.1.                      Voting Generally; Proxies.  Except as otherwise provided by or pursuant to the provisions of the Certificate of Incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by such stockholder which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by delivering a proxy in accordance with applicable law bearing a later date to the Secretary of the Corporation. Voting at meetings of stockholders need not be by written ballot. All elections and questions shall, unless otherwise provided by the Certificate of Incorporation, these by-laws, the rules or regulations of any stock exchange applicable to the Corporation, or applicable law or pursuant to any regulation applicable to the Corporation or its securities, be decided by the affirmative vote of the holders of a majority in voting power of the shares of stock of the Corporation which are present in person or by proxy and entitled to vote thereon.

           1.9.2.                      Elections of Directors.  Each director shall be elected by the vote of the majority of the votes cast with respect to the director at any meeting for the election of directors at which a quorum is present, provided that the directors shall be elected by the vote of a plurality of the votes cast for the nominees at any meeting for the election of directors where the number of nominees exceeds the number of directors to be elected at the meeting (exclusive of nominees with respect to whom the Secretary of the Corporation has received a notice that such nomination has been withdrawn on or prior to the date next preceding the date that the Corporation first mails notice of the meeting to the stockholders). For purposes of this Section 1.9.2, a majority of the votes cast means that the number of shares voted “for” a director must exceed the number of votes cast “against” that director.

           Section 1.10.                                Adjournment of Meeting.  Any meeting of stockholders, annual or special, may be adjourned solely by the chair of the meeting from time to time to reconvene at the same or some other time, date and place. The stockholders present at a meeting shall not have authority to adjourn the meeting. Notice need not be given of any such adjourned meeting if the time, date and place thereof are announced at the meeting at which the adjournment is taken. If the time, date and place of the adjourned meeting are not announced at the meeting at which the adjournment is taken, then the Secretary of the Corporation shall give written notice of the time, date and place of the adjourned meeting not less than ten (10) days prior to the date of the adjourned meeting. Notice of the adjourned meeting also shall be given if the meeting is adjourned in a single adjournment to a date more than 30 days or in successive adjournments to a date more than 120 days after the original date fixed for the meeting.

           At an adjourned meeting at which a quorum is present, the stockholders may transact any business which might have been transacted at the original meeting. Once a share is represented for any purpose at a meeting, it shall be present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for the adjourned meeting. A new record date shall be set if the meeting is adjourned in a single or successive adjournments to a date more than 120 days after the original date fixed for the meeting. If after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting consistent with the new record date.

           Section 1.11                                Fixing Date for Determination of Stockholders of Record.

           In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action other than stockholder action by written consent, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date: (i) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the original date of such meeting, and (ii) in the case of any other lawful action other than stockholder action by written consent, shall not be more than sixty days prior to such other action. If no record date is fixed by the Board of Directors: (i) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, and (ii) the record date for determining stockholders for any other purpose (other than stockholder action by written consent) shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting and shall fix a new record date for the adjourned meeting if the meeting is adjourned in a single or successive adjournments to a date more than 120 days after the original date fixed for the meeting.

           Section 1.12.                                Procedures for Stockholder Action by Consent.

           1.12.1.                      Request for Record Date.  The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting shall be as fixed by the Board of Directors or as otherwise established under this Section 1.12.1. Any person seeking to have the stockholders authorize or take corporate action by written consent without a meeting shall, by written notice addressed to the Secretary and delivered to the Corporation and signed by a stockholder of record, request that a record date be fixed for such purpose. The written notice shall contain at a minimum the information required in Section 1.4(c) for a Stockholder Proposal and shall state the reasons for soliciting consents for such action. The Board of Directors shall have ten (10) days following the date of receipt of the notice to determine the validity of the request, including the sufficiency of the information provided. During the ten (10) day period, the Corporation may require the stockholder of record and/or beneficial owner requesting a record date for proposed stockholder action by consent to furnish such other information as it may reasonably require to determine the validity of the request for a record date. Following the determination of the validity of the request, and no later than ten (10) days after the date on which such request is received by the Corporation, the Board of Directors may fix a record date for such purpose which shall be no more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors and shall not precede the date such resolution is adopted. If the Board of Directors fails within ten (10) days after the date the Corporation receives such notice to fix a record date for such purpose, the record date shall be the day on which the first written consent is delivered to the Corporation in the manner described in Section 1.12.3 below unless prior action by the Board of Directors is required by law, in which event the record date shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

           1.12.2.                      Form of Consent.  Every written consent purporting to take or authorize the taking of corporate action and/or related revocations (each such written consent and related revocation is referred to in this Section 1.12 as a “Consent”) shall bear the date of signature of each stockholder who signs the Consent, and no Consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated Consent delivered in the manner required by this Section 1.12, Consents signed by a sufficient number of stockholders to take such action are so delivered to the Corporation.

           1.12.3.                      Delivery of Consent.  A Consent shall be delivered to the Corporation by delivery to its registered office in the State of Delaware or to the Secretary of the Corporation at the Corporation’s principal place of business. Delivery to the Corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested.

           In the event of the delivery to the Corporation of a Consent, the Secretary of the Corporation shall provide for the safe-keeping of such Consent and shall promptly conduct such ministerial review of the sufficiency of the Consents and of the validity of the action to be taken by stockholder consent as the Secretary deems necessary or appropriate, including, without limitation, whether the holders of a number of shares having the requisite voting power to authorize or take the action specified in the Consent have given consent; provided, however, that if the corporate action to which the Consent relates is the removal or replacement of one or more members of the Board of Directors, the Secretary of the Corporation shall promptly designate two persons, who shall not be members of the Board of Directors, to serve as Inspectors with respect to such Consent and such Inspectors shall discharge the functions of the Secretary of the Corporation under this Section 1.12.3. If after such investigation the Secretary or the Inspectors (as the case may be) shall determine that the Consent is valid and that the action therein specified has been validly authorized, that fact shall forthwith be certified on the records of the Corporation kept for the purpose of recording the proceedings of meetings of stockholders, and the Consent shall be filed in such records, at which time the Consent shall become effective as stockholder action. In conducting the investigation required by this Section 1.12.3, the Secretary or the Inspectors (as the case may be) may, at the expense of the Corporation, retain special legal counsel and any other necessary or appropriate professional advisors, and such other personnel as they may deem necessary or appropriate to assist them, and shall be fully protected in relying in good faith upon the opinion of such counsel or advisors.

           No action by written consent without a meeting shall be effective until such date as the Secretary or the Inspectors (as the case may be) certify to the Corporation that the Consents delivered to the Corporation in accordance with Section 1.12.3 represent at least the minimum number of votes that would be necessary to take the action.

           Nothing contained in this Section 1.12.3 shall in any way be construed to suggest or imply that the Board of Directors or any stockholder shall not be entitled to contest the validity of any Consent or revocation thereof, whether before or after such certification by the Secretary or the Inspectors, or to take any other action (including, without limitation, the commencement, prosecution, or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

           Section 1.13.                                Inspectors of Election.  The Corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the Corporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall (i) ascertain the number of shares of capital stock of the Corporation outstanding and the voting power of each such share, (ii) determine the shares of capital stock of the Corporation represented at the meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares of capital stock of the Corporation represented at the meeting and such inspectors’ count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the Corporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.

           Section 1.14.                                List of Stockholders Entitled to Vote.  The Secretary shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. Upon the willful neglect or refusal of the directors to produce such a list at any meeting for the election of directors, they shall be ineligible for election to any office at such meeting. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of stockholders or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

ARTICLE II.

BOARD OF DIRECTORS.

           Section 2.1.                                Number; Qualifications.  The Board of Directors shall consist of one or more members, the number thereof to be determined from time to time by resolution of the Board of Directors. Directors need not be stockholders.

           Section 2.2.                                Election; Resignation; Vacancies.  At each annual meeting, the stockholders shall elect directors each of whom shall hold office until the next annual meeting of stockholders and until his or her successor is duly elected and qualified, subject to such director’s earlier death, resignation, disqualification or removal. Any director may resign at any time upon written notice to the Corporation. Such resignation need not be accepted to be effective. Unless otherwise provided by law or the Certificate of Incorporation, any newly created directorship or any vacancy occurring on the Board of Directors for any cause may be filled solely by a majority of the remaining members of the Board of Directors, although such majority is less than a quorum, or by the sole remaining director, and each director so elected shall hold office until the expiration of the term of office of the director so replaced or until the director’s successor is elected and qualified. The stockholders shall not have the power to appoint directors to any newly created directorship or vacancy.

           Section 2.3.                                Regular Meetings.  Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board of Directors may from time to time determine. It shall not be necessary to give notice of regular meetings of the Board of Directors.

           Section 2.4.                                Special Meetings.  Special meetings of the Board of Directors may be called by the Chairman of the Board, the President, the Executive Committee, or by three (3) or more directors. Notice of a special meeting of the Board of Directors shall be given by the person or persons calling the meeting at least twenty-four hours before the special meeting if such notice is given personally or by telephone or sent by telegram, telecopier or other electronic means. Notice of a special meeting of the Board of Directors shall be given by the person or persons calling the meeting at least three days before the special meeting if given by regular mail. No notice of a special meeting shall be necessary if the time and place of the special meeting was set by resolution at a validly convened meeting of the Board of Directors. The notice of a special meeting need not state the purpose or purposes of the meeting.

           Section 2.5.                                Telephonic Meetings Permitted.  Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting thereof by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute presence in person at such meeting.

           Section 2.6.                                Quorum;  Vote Required for Action. At all meetings of the Board of Directors a majority of the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate of incorporation, these by-laws or applicable law otherwise provides, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

           Section 2.7.                                Officers for Board Meetings.  Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in his or her absence by the Vice Chairman of the Board, if any, or in his or her absence by the President, or in their absence by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chair of the meeting may appoint any person to act as secretary of the meeting.

           Section 2.8.                                Independent Directors And Board Structure.  A majority of the Board of Directors shall be comprised of independent directors. The Chief Executive Officer should be a member of the Board of Directors. In order to ensure the greatest number of independent directors on a board of manageable size, other direct management representation should be kept to a minimum and should in no event exceed two other management directors.

           The Board of Directors shall make clear to Senior Management of the Company that board membership is neither necessary to their present positions nor a prerequisite to a higher management position in the Company. Attendance of management staff at Board Meetings should be at the discretion of the Chairman of the Board but should be encouraged by the Board. The Board shall have full and direct access to members of Senior Management and should be encouraged to request reports directly to the Board by any member of Senior Management. Board members should use judgment in dealings with management so that they do not distract management from the business operations of the Company.

           Conflicts of Interest.  A director’s personal financial or family relationships may occasionally give rise to that director’s material personal interest in a particular issue. There will be times when a director’s material personal interest in an issue will limit that director’s ability to vote on that issue. The Governance Committee of the Board of Directors shall determine whether such a conflict of interest exists on a case-by-case basis, including  any related determination as to materiality. The Governance Committee shall take appropriate steps to identify such potential conflicts and to ensure that a majority of the directors voting on an issue are both disinterested and independent with respect to that issue. A determination by the Governance Committee on any issue of independence or conflict of interest shall be final and not subject to review.

           For purposes of this Section, an “independent director” means a director who: (a) is neither a current employee nor a former member of Senior Management of the Company or an Affiliate; (b) is not employed by a provider of professional services to the Company; (c) does not have any business relationship with the Company, either personally or through a company of which the director is an officer or a controlling shareholder, that is material to the Company or to the director; (d) does not have a close family relationship, by blood, marriage or otherwise with any member of Senior Management of the Company or one of the Company’s Affiliates; (e) is not an officer of a company of which the Company’s chairman or chief executive officer is also a board member; (f) is not personally receiving compensation from the Company in any capacity other than as a director;  (g) does not personally receive or is not an employee of a foundation, university, or other institution that receives grants or endowments from the Company, that are material to the Company or to either the recipient and/or the foundation, university, or institution; and (h) meets the independence requirements of the New York Stock Exchange.

           “Senior Management” includes the chief executive, chief operating, chief financial, chief legal and chief accounting officers, president, vice president(s), treasurer, secretary and the controller of the Company.

           “Affiliate” includes any person or entity which, alone or by contractual obligation, owns or has the power to vote more than twenty-five (25) percent of the equity interest in another, unless some other person or entity acting alone or with another by contractual obligation owns or has the power to vote a greater percentage of the equity interest. A subsidiary is considered an affiliate if it is at least eighty (80) percent owned by the Company and accounts for at least twenty-five (25) percent of the Company’s consolidated sales or assets.

           Section 2.9.                                Action by Written Consent of Directors.  Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee.

           Section 2.10.                                Committees.  The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he/she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it.

           Section 2.11.                                Committee Rules.  Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II hereof.

           Section 2.12.                                Executive Committee.  There shall be an Executive Committee to consist of such number of directors of the Board of Directors (the “Executive Committee”) to consist of that number of directors as the Board of Directors may from time to time determine. The Board of Directors shall have power at any time to change the number of the Executive Committee, except that a reduction in the number of members of the Executive Committee shall not affect any currently serving member. The Board of Directors may remove any member of the Executive Committee at any time with or without cause and may fill vacancies in the Committee by election from the members of the Board of Directors.

           When the Board of Directors is not in session, the Executive Committee shall have and may exercise all the power and authority of the Board of Directors in the management and direction of the business and affairs of the Corporation, and shall have power to authorize the seal of the Corporation to be affixed to all papers which may require it. All actions of the Executive Committee shall be reported to the Board of Directors at the meeting next succeeding such action, provided, however, that such report need not be made to the Board of Directors if prior to such meeting copies of the written minutes of the meetings of the Executive Committee at which such action has been taken shall have been mailed or delivered to all members of the Board of Directors.

ARTICLE III.

OFFICERS.

           Section 3.1.                                Executive Officers; Election; Qualifications; Term of Office; Resignation; Removal; Vacancies.  The Board of Directors shall elect a President and Secretary, and it may, if it so determines, choose a Chairman of the Board and a Vice Chairman of the Board from among its members. The Board of Directors may also choose one or more Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer shall hold office until the first meeting of the Board of Directors after the annual meeting of stockholders next succeeding his or her election, and until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any officer may resign at any time upon written notice to the Corporation. Such resignation need not be accepted to be effective. The Board of Directors may remove any officer with or without cause at any time, but such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation. Any number of offices may be held by the same person. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board of Directors.

           Section 3.2.                                Powers and Duties of Executive Officers.  The officers of the Corporation shall have such powers and duties in the management of the Corporation as may be prescribed in a resolution by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his or her duties.

ARTICLE IV.

SHARES OF STOCK.

           Section 4.1.                                Certificates.  Every holder of stock shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman or Vice Chairman of the Board of Directors, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the Corporation certifying the number of shares owned by him or her in the Corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent, or registrar at the date of issue.

           Section 4.2.                                Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates.  The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or his/her legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

ARTICLE V.

MISCELLANEOUS PROVISIONS.

           Section 5.1.                                Fiscal Year.  The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.

           Section 5.2.                                Seal.  The corporate seal shall have the name of the Corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors.

           Section 5.3.                                 Signature of Checks, etc.  All checks and drafts on the bank accounts of the Corporation, and all bills of exchange and promissory notes, and all acceptances, obligations and other instruments for the payment of money shall be signed by such officer or officers, or agent or agents, as shall be thereunto authorized, from time to time, by the Board of Directors or the Executive Committee.

           Section 5.4.                                Waiver of Notice of Meetings of Stockholders, Directors and Committees.  Any written waiver of notice, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice.

           Section 5.5.                                Form of Records.  Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time.

           Section 5.6.                                Amendment of By-laws.  These by-laws may be altered, amended or repealed, and new by-laws made, by the Board of Directors, but the stockholders may make additional by-laws and may alter and repeal any by-laws whether adopted by them or otherwise.

ARTICLE VI.

INDEMNIFICATION OF DIRECTORS, OFFICERS OR OTHER PERSONS.

           Section 6.1.                                Right to Indemnification.  The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 6.3, the Corporation shall be required to indemnify a Covered Person in connection with a proceeding (or part thereof) commenced by such Covered Person only if the commencement of such proceeding (or part thereof) by the Covered Person was authorized by the Board of Directors of the Corporation.

           Section 6.2.                                Prepayment of Expenses.  The Corporation shall pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article VI or otherwise.

           Section 6.3.                                Claims.  If a claim for indemnification or advancement of expenses under this Article VI is not paid in full within thirty days after a written claim therefore by the Covered Person has been received by the Corporation, the Covered Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

           Section 6.4.                                Nonexclusivity of Rights.  The rights conferred on any Covered Person by this Article VI shall not be exclusive of any other rights which such Covered Person may have or hereafter acquire under any statute, provision of the certificate of incorporation, these by-laws, agreement, vote of stockholders or disinterested directors or otherwise.

           Section 6.5.                                Other Sources.  The Corporation’s obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving at its request as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such Covered Person may collect as indemnification or advancement of expenses from such other Corporation, partnership, joint venture, trust, enterprise or non-profit enterprise.

           Section 6.6.                                Amendment or Repeal.  Any repeal or modification of the foregoing provisions of this Article VI shall not adversely affect any right or protection hereunder of any Covered Person in respect of any act or omission occurring prior to the time of such repeal or modification.

           Section 6.7.                                The rights conferred on any Covered Person by this Article VI are contract rights, vest as of the commencement of service, and shall continue as to a person who has ceased to be a director or officer and shall inure the benefit of the person’s heirs, executors and administrators.

           Section 6.8.                                Other Indemnification and Prepayment of Expenses.  This Article VI shall not limit the right of the Corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.

EX-10.1

Exhibit 10.1

Archer-Daniels-Midland Company

Amended and Restated

Stock Unit Plan

For Nonemployee Directors

1.           Introduction

The Archer-Daniels-Midland Company Stock Unit Plan for Nonemployee Directors is intended to promote the interests of the Company and its Stockholders by paying part or all of the compensation of the Company’s nonemployee directors in the form of an economic equivalent of an equity interest in the Company, thereby providing appropriate incentives and rewards to encourage nonemployee directors to take a long-term outlook when formulating policy applicable to the Company and encouraging them to remain on the Board.  In general, the Plan provides for the conversion of at least 50 percent and up to 100 percent of a nonemployee director’s fees for each calendar year into units of measurement relating to the value of the Company’s common stock, and for payment to the director of the value of such units on the earlier of (a) the passage of five full calendar years or (b) upon termination from service on the Board (in either case, subject to deferral of the payment date by the nonemployee director in accordance with the terms of the Plan).  A nonemployee director will thus normally receive payment under the Plan each successive year in respect of the fees originally converted into units in the year preceding the fifth calendar year prior to the year of payment.  A nonemployee director will participate in the Plan for all periods of service on the Board following the effective date of the Plan, notwithstanding any future payments to the director of any part of his interest under the Plan.

The original Plan was approved by the Stockholders of the Company at its 1996 Annual Meeting and became effective on January 1, 1997.  In July 1997, the Board of Directors amended the original Plan by increasing the minimum portion of the nonemployee directors’ fees to be converted into units from 25 percent to 50 percent.  The Plan was further amended in October 2001 to permit nonemployee directors to defer payment under the Plan in certain circumstances and again in December 2003 to provide nonemployee directors with additional flexibility in electing to defer payment under the Plan.  Most recently, the Plan was amended effective January 1, 2005 to comply with Section 409A of the Code, and was again amended effective January 1, 2009, in response to final regulations issued under Section 409A of the Code.

2.           Definitions

(a)           “Board” means the Board of Directors of the Company.

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

(c)           “Committee” means the Benefit Plans Committee of the Company, or any successor committee thereto.

(d)           “Common Stock” means the common stock of the Company, without par value.

(e)           “Company” means Archer-Daniels-Midland Company, a Delaware corporation.

(f)           “Director’s Fees” means the annual retainer fee and all meeting fees, committee fees and other Director’s fees earned by the Participant for his service on the Board.

(g)           “Fair Market Value” means, with respect to a share of the Common Stock, the average of the high and low reported sales price regular way per share of the Common Stock on the New York Stock Exchange Composite Tape for the relevant day, or, in the absence thereof, on the most recent prior day for which such sales are reported.  If the Common Stock is not listed on the New York Stock Exchange as of any date that Fair Market Value is to be determined, Fair Market Value shall be determined by the Committee in its discretion in a manner consistently applied.

(h)           “Mandatory Conversion” means the required conversion of 50 percent of a Participant’s Director’s Fees into a Stock Unit Award pursuant to Section 4 hereof.

(i)           “Participant” means a member of the Board who is not an employee of the Company or any of its affiliates.

(j)           “Plan” means this Archer-Daniels-Midland Company Stock Unit Plan for Nonemployee Directors.

(k)           “Realization Date” means, with respect to each Stock Unit allocated to a Participant’s Stock Unit Account, the first business day following the earlier of (i) the date five years after the end of the calendar year that includes the calendar quarter for which such Stock Unit is awarded to the Participant or in which such Stock Unit is credited to the Participant as a dividend equivalent, or (ii) the date the Participant has a Separation from Service, in either case subject to extension under Section 5(e).

(l)           “Separation from Service” means that (i) with respect to Stock Unit Awards credited prior to January 1, 2005, the Participant has ceased to be a member of the Board, or (ii) with respect to Stock Unit Awards credited after December 31, 2004, the Participant has ceased to be a member of the Board and has otherwise had a separation from service recognized as such under Section 409A of the Code.

(m)           “Stock Unit” means a non-voting unit of measurement that is deemed for valuation and bookkeeping purposes to be equivalent to an outstanding share of Common Stock, and shall include fractional units.

(n)           “Stock Unit Account” means a book account maintained by the Company reflecting the Stock Units allocated to a Participant pursuant to Section 4 hereof as a result of the Participant’s Mandatory Conversions and Voluntary Conversions and such additional Stock Units as shall be credited thereto in respect of dividends paid on the Common Stock.

(o)           “Stock Unit Award” means an award under Section 4(c) hereof of Stock Units as a result of a Participant’s Mandatory Conversion and Voluntary Conversion for a calendar quarter.

(p)           “Voluntary Conversion” means the conversion based on the election of the Participant of all or part of a Participant’s Director’s Fees otherwise payable to the Participant in cash into a Stock Unit Award pursuant to Section 4 hereof.

3.           Administration

The Plan shall be administered by the Committee. The Committee shall have full authority to administer the Plan, including the discretionary authority to interpret and construe all provisions of the Plan, to resolve all questions of fact arising under the Plan, and to adopt such rules and regulations for administering the Plan as it may deem necessary or appropriate.  Decisions of the Committee shall be final and binding on all parties.  The Committee may delegate administrative responsibilities under the Plan to appropriate officers or employees of the Company.  All expenses of the Plan shall be borne by the Company.

4.           Crediting of Stock Units

(a)           Mandatory Conversions.  For each calendar quarter in which the Plan is in effect, 50 percent of the aggregate dollar amount of a Participant’s Director’s Fees payable for such quarter shall be converted into a Stock Unit Award pursuant to Section 4(c) hereof.

(b)           Voluntary Conversions.  For each calendar quarter in which the Plan is in effect, a Participant may elect to convert all or any portion of his Director’s Fees payable for such quarter (in addition to those required to be converted under Section 4(a) hereof) into a Stock Unit Award pursuant to Section 4(c) hereof.  Each Voluntary Conversion shall be made on the basis of a Participant’s written election stating the amount by which such Director’s Fees shall be converted to a Stock Unit Award.  Each such election shall be made in the form required by the Committee, shall be delivered to the Company no later than December 31 of the calendar year immediately preceding the calendar year for which the election is made, and shall be effective for each calendar quarter of such calendar year.  In the case of a member of the Board who first becomes a Participant during a calendar year, such election for such year must be made within 30 days following such member becoming a Participant, and shall apply only to calendar quarters that begin following the date such election is made.

(c)           Stock Unit Awards.  A Participant shall receive a Stock Unit Award for each calendar quarter in respect of his Mandatory Conversion and any Voluntary Conversion applicable to such quarter. Such Stock Unit Award shall equal the number of the Stock Units determined by dividing (A) the aggregate dollar amount of the Participant’s Director’s Fees that are converted to a Stock Unit Award for the quarter by his Mandatory Conversion and Voluntary Conversion, by (B) the Fair Market Value of the Common Stock on the last business day of such calendar quarter. Each Stock Unit Award shall be credited to the Participant’s Stock Unit Account as of the first day following the end of the calendar quarter for which such Stock Unit Award is granted.

(d)           Dividend Equivalents.  As of any date that cash dividends are paid with respect to the Common Stock from time to time, each Participant’s Stock Unit Account shall be credited with an additional number of Stock Units determined by dividing (A) the aggregate dollar amount of the dividends that would have been paid on the Stock Units credited to the Participant’s Stock Unit Account as of the record date for such dividend had such Stock Units been actual shares of Common Stock by (B) the Fair Market Value of the Common Stock on the dividend payment date.

(e)           Certain Adjustments.  In the event of a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger or consolidation, or the sale, conveyance, lease or other transfer by the Company of all or substantially all of its property, or any other change in the corporate structure or shares of the Company, pursuant to any of which events the then outstanding shares of the Common Stock are split up or combined or are changed into, become exchangeable at the holder’s election for, or entitle the holder thereof to, other shares of stock, or similar change in the Common Stock or other similar event that the Committee, in its discretion, deems appropriate, each Participant’s Stock Unit Account shall be adjusted as determined by the Committee in its sole discretion to reflect such change or other event.  It is intended that in making such adjustments, the Committee will seek to treat each Participant as if he were a stockholder of the Common Stock of the number of Stock Units credited to his Stock Unit Account (but without duplication of any benefits that may be provided under Section 4(d) hereof).  Except as is expressly provided in this Section, Participants shall have no rights as a result of any such change in the Common Stock or other event.

5.           Distributions of Benefits

(a)           Valuation and Payment of Units.  Subject to Section 6 hereof, a Participant shall be entitled to a benefit under the Plan with respect to each Stock Unit Award upon the Realization Date for such Stock Unit Award.  Such benefit shall be equal to the cash amount determined by multiplying (A) the number of Stock Units credited to the Participant’s Stock Unit Account in respect of the Stock Unit Award for which the Realization Date has occurred (including additional Stock Units credited to the Participant’s Stock Unit Account with respect thereto pursuant to Section 4(d) hereof) by (B) the Fair Market Value of the Common Stock on the Realization Date.  Each such amount shall be paid to the Participant in cash within 30 days after the applicable Realization Date.

(b)           Payment of Additional Dividends.  Subject to Section 6 hereof, if, pursuant to Section 4(d) hereof, additional Stock Units are required to be credited to a Participant’s Stock Unit Account in respect of Stock Units that were held in the Participant’s Stock Unit Account as of the record date for dividends paid on the Common Stock that were paid after the payment to the Participant of a benefit in respect of such Stock Units, the Company shall pay to the Participant a cash amount in respect of such dividends equal to the dollar amount of such dividends.  Such amount shall be paid to the Participant within 30 days after the dividend payment date.

(c)           Payment of Nonconverted Fees.  Subject to Section 6 hereof, in the event that a Participant has a Separation from Service prior to the time that Stock Units are credited to his Stock Unit Account pursuant to Section 4(c) hereof in respect of his Mandatory Conversion or Voluntary Conversion for a calendar quarter, the amount of all Director’s Fees earned by the Participant during such quarter shall be paid to the Participant in cash within 30 days after his Separation from Service.

(d)           Section 16 Restrictions.  Notwithstanding any other provision hereof, if and to the extent required in order for Stock Units to meet the requirements for exemption under Rule 16b-3 (or any successor thereto) promulgated under the Securities Exchange Act of 1934, no amount in respect of any Stock Unit Award (including any additional Stock Units allocated to a Participant’s Stock Unit Account pursuant to Section 4(d) hereof) shall be paid to a Participant until the expiration of 6 months after the Stock Units in respect of which the payment is to be made have been allocated to the Participant’s Stock Unit Account, and the amount of such payment shall be determined based on the Fair Market Value of the Common Stock on the date such 6-month period expires.

(e)           Extension of Realization Date.  A Participant shall be allowed the following elections:

(A)           A Participant shall be allowed to extend the Realization Date occurring under Section 2(k)(i) to a new Realization Date determined by the Participant, subject to the following:

(i)            An election will be effective only if it is received by the Committee at least 12 months prior to the currently scheduled Realization Date under Section 2(k)(i); and

(ii)           With respect to any Stock Unit Award credited after December 31, 2004, the new Realization Date under Section 2(k)(i) must be at least 5 years after the currently scheduled Realization Date under Section 2(k)(i) unless the election to extend the Realization Date is received by the Committee prior to the calendar year in which the Stock Unit Award is made to the Participant.

A Participant may elect to extend the Realization Date any number of times, provided that each election complies with paragraphs (i) and (ii).

(B)           A Participant shall be allowed to extend the Realization Date occurring under Section 2(k)(ii) to up to three new Realization Dates determined by the Participant that are a fixed number of months (not more than 30 months) after the Participant’s Separation from Service.   An election will be effective with respect to a Stock Unit Award if it is received by the Committee prior to the calendar year in which the Stock Unit Award is credited to the Participant.  Thereafter, an election will be effective with respect to a Stock Unit Award credited prior to January 1, 2005, if it is received by the Committee at least 12 months prior to Separation from Service (in the case of any Stock Unit Award credited after December 31, 2004, an election under subsection (B) of this Section 5(e) will not be allowed after December 31 of the calendar year prior to the calendar year in which the Stock Unit Award is made to the Participant).

An election to extend a Realization Date under subsection (A) or (B) of this Section 5(e) must be made in such a manner and in accordance with such rules as may be prescribed for this purpose by the Committee and must receive the approval required to exempt the disposition of the Stock Units under Rule 16b-3 (or any successor thereto) promulgated under the Securities Exchange Act of 1934.

With respect to any extension under subsection (A) or (B) of this Section 5(e), no Participant may elect to establish more than one new Realization Date in any given calendar year.

(f)           Transition Elections Made By December 31, 2008.  Any contrary provision notwithstanding, any election made by December 31, 2008, to establish or extend a Realization Date will be given effect under the Plan to the extent consistent with the transition rules allowed under Section 409A of the Code as specified in IRS Notice 2007-86.

6.           Forfeiture of Benefits

Each Participant’s benefits hereunder shall be nonforfeitable, except that a Participant shall forfeit all rights to all benefits hereunder in respect of Mandatory Conversions, Voluntary Conversions and Stock Units credited to the Participant’s Stock Unit Account if the Participant’s status as a director of the Company is (or is deemed to have been) terminated for Cause.  For purposes hereof, a Participant’s status as a director shall have been terminated for “Cause” upon the voluntary or involuntary termination of the individual’s service as a director on account of (i) the willful violation by the Participant of any federal or state law or any rule or regulation of any regulatory body to which the Company or its affiliates is subject, which violation would materially reflect on the Participant’s character, competence or integrity or (ii) a breach by the Participant of the Participant’s duty of loyalty to the Company and its affiliates.  If, subsequent to the termination of a Participant’s status as a director of the Company, it is determined by the Committee that the Participant’s status as a director of the Company could have been terminated for Cause, such Participant’s status as a director of the Company may be deemed to have been terminated for Cause.

7.           Beneficiaries

Any payment required to be made to a Participant hereunder that cannot be made to the Participant because of his death shall be made to the Participant’s beneficiary or beneficiaries, subject to applicable law.  Each Participant shall have the right to designate in writing from time to time a beneficiary or beneficiaries by filing a written notice of such designation with the Committee.  In the event a beneficiary designated by the Participant does not survive the Participant and no successor beneficiary is selected, or in the event no valid designation has been made, such Participant’s beneficiary shall be such Participant’s estate.

8.           Unfunded Status of the Plan

The Plan shall be unfunded, and Mandatory Conversions, Voluntary Conversions, Stock Units credited to each Participant’s Stock Unit Account and all benefits payable to Participants under the Plan represent merely unfunded, unsecured promises of the Company to pay a sum of money to the Participant in the future.

9.           Alienation of Benefits Prohibited

No transfer (other than pursuant to Section 7 hereof) by a Participant of any right to any payment hereunder, whether voluntary or involuntary, by operation of law or otherwise, and whether by means of alienation by anticipation, sale, transfer, assignment, bankruptcy, pledge, attachment, charge, or encumbrance of any kind, shall vest the transferee with any interest or right, and any attempt to so alienate, sell, transfer, assign, pledge, attach, charge, or otherwise encumber any such amount, whether presently or thereafter payable, shall be void and of no force or effect.

10.           No Special Rights

Nothing contained in the Plan shall confer upon any Participant any right with respect to the continuation of the Participant’s status as a director of the Company.

11.           Termination and Amendment

The Plan may be terminated at any time by the Board.  The Plan may be amended by the Board from time to time in any respect; provided, however, that no such amendment may reduce the number of Stock Units theretofore credited or creditable to a Participant’s Stock Unit Account without the affected Participant’s prior written consent.  The termination of the Plan, or any amendment made to the Plan, shall not operate to accelerate the Realization Date with respect to any Stock Unit Award unless specifically so provided by the Board and allowed under Section 409A of the Code.

12.           Status Under Section 409A of the Code

The Plan is intended to comply with paragraphs (2), (3) and (4) of Section 409A(a) of the Code, and should be interpreted in a manner consistent with that intent.

13.           Choice of Law

The Plan and all rights hereunder shall be subject to and interpreted in accordance with the laws of the State of Illinois, without reference to the principles of conflicts of laws, and to applicable federal securities laws.

EX-10.2

Exhibit 10.2

ADM

DEFERRED COMPENSATION PLAN

FOR

SELECTED MANAGEMENT EMPLOYEES I

(As Amended Through January 1, 2009)

TABLE OF CONTENTS

			Page
ARTICLE I  INTRODUCTION			1
	1.1	Plan; Purpose	1
	1.2	Non-Qualified “Top-Hat” Plan	1
	1.3	Plan Document	1
	1.4	Effective Date of Document	1
	1.5	The American Jobs Creation Act of 2004: Plan Freeze
ARTICLE II  DEFINITIONS			1
	2.1	Definintions	1
	2.2	Choice of Law	5
ARTICLE III  PARTICIPATIO			5
	3.1	Participation	5
	3.2	Elective Deferral Credits	5
	3.3	Company Matching Credits	6
ARTICLE IV  ACCOUNTS			7
	4.1	Accounts	7
	4.2	Valuation of Accounts	7
	4.3	Earnings Credits	8
	4.4	Statements	8
ARTICLE V  VESTING			8
ARTICLE VI  WITHDRAWALS WHILE EMPLOYED			9
	6.1	Scheduled Withdrawals	9
	6.2	Unscheduled Withdrawals	9
	6.3	Financial Hardship	10
ARTICLE VII  DISTRIBUTIONS AFTER TERMINATION			10
	7.1	Benefit on Termination of Employment	10
	7.2	Time and Form of Distribution	10
	7.3	Cash-Out of Small Accounts	11
	7.4	Valuation of Accounts Following Termination of Employment	11
ARTICLE VIII  DISTRIBUTIONS AFTER DEATH			11
	8.1	Survivor Benefits	11
	8.2	Beneficiary Designation	12
	8.3	Successor Beneficiary	13
ARTICLE IX  CONTRACTUAL OBLIGATIONS AND FUNDING			13
	9.1	Contractual Obligations	13
	9.2	Obligations Upon Occurrence of a Funding Event	13
ARTICLE X  AMENDMENT AND TERMINATION OF PLAN			14
ARTICLE XI  ADMINISTRATION/CLAIMS PROCEDURES			14
	11.1	Administration	14
	11.2	Claims Procedure	15
	11.3	Indemnification	16
	11.4	Exercise of Authority	16
	11.5	Telephonic or Electronic Notices and Transactions	16
ARTICLE XII  MISCELLANEOUS			16
	12.1	Nonassignability	16
	12.2	Withholding	16
	12.3	Successors of the Company	16
	12.4	Employment Not Guaranteed	16
	12.5	Gender, Singular and Plural	16
	12.6	Captions	16
	12.7	Validity	17
	12.8	Waiver of Breach	17
	12.9	Notice	17

ADM

DEFERRED COMPENSATION PLAN

FOR

SELECTED MANAGEMENT EMPLOYEES I

ARTICLE I

INTRODUCTION

1.1 Plan; Purpose.  The ADM DEFERRED COMPENSATION PLAN FOR SELECTED MANAGEMENT EMPLOYEES I is sponsored by the Company 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.

1.2 Non-Qualified “Top-Hat” Plan. 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.

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

1.4 Effective Date of Document. The Plan (as stated in this document) is effective September 1, 2001.

1.5 The American Jobs Creation Act of 2004; Plan Freeze.

1.5.1 The Jobs Creation Act.  The American Jobs Creation Act of 2004 (the “Jobs Act”) changed the income inclusion rules applicable to nonqualified deferred compensation plans.  In response to the Jobs Act, the Plan is amended to freeze participation and future deferrals, with all deferrals after December 31, 2004, to be under the ADM Deferred Compensation Plan for Selected Management Employees II (the “Successor Plan”).  The Company intends that the Accounts remaining under this Plan and attributable to deferrals on and prior to December 31, 2004, will qualify for “grandfathered” treatment under Code § 409A.

1.5.2 Freeze.  Any contrary provision of this document notwithstanding, there will be no Active Participants under this Plan, and no deferrals or credits (other than Earnings Credits) will be added to any Participant’s Account, after December 31, 2004, unless earned and vested by that date as determined under Code § 409A (deferrals and credits earned or vested after December 31, 2004, will be governed by the Successor Plan).

All other provisions of this document will remain effect and will govern Participant rights and obligations after December 31, 2004.

ARTICLE II

DEFINITIONS AND CONSTRUCTION

2.1 Definitions.

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

2.1.2 “Administrator” means the Company.

2.1.3 “Affiliate” means any corporation that is a member of the same controlled group as the Company as defined in Code § 414(b) or any business entity that is under common control with the Company as defined in Code § 414(c).

2.1.4 “Annualized Base Salary” means an individual’s base salary from the Company and its Affiliates (excluding bonuses, incentive payments and other special compensation) expressed on an annual basis.

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

2.1.6 “Change in Control” means either:

(a) A person other than the Company or a subsidiary of the Company acquires beneficial ownership, directly or indirectly, of thirty-percent (30%) or more of the combined voting power of the Company’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):

(i) Any acquisition directly from the Company;

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

(iii) Any acquisition by any corporation with respect to which, immediately following such acquisition, more than 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 Company 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 Company common stock and Voting Securities, as the case may be;

(b) Approval by the stockholders of the Company of (i) the complete dissolution or liquidation of the Company, or (ii) the sale or other disposition of all or substantially all of the assets of the Company (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 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 Company 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 Company common stock and Voting Securities, as the case may be;

(c) Approval by the stockholders of the Company of a reorganization, merger or consolidation of the Company (other than a merger or consolidation with a subsidiary of the Company) or a statutory exchange of outstanding Voting Securities of the Company, 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 Company common stock and Voting Securities immediately prior to such reorganization, merger, consolidation or exchange beneficially own, directly or indirectly, more than 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 Company common stock and Voting Securities, as the case may be; or

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

(i) Individuals who, on the effective date of this Plan as provided in Section 1.4, are directors of the Company,

(ii) Individuals elected as directors of the Company subsequent to the effective date of this Plan for whose election proxies have been solicited by the Board of Directors of the Company, or

(iii) Any individual elected or appointed by the Board of Directors of the Company to fill a vacancy on the Board of Directors of the Company 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 Securities Exchange Act of 1934, as amended (“Exchange Act”), “beneficial ownership” means beneficial ownership within the meaning of Rule 13d-3 under the Exchange Act, and “subsidiary” of the Company 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 the Company.

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

2.1.8 “Company” means Archer Daniels Midland Company and its successor and assigns.

2.1.9 “Company Match Credit” means the credit to the Account of a Participant pursuant to Section 3.3.

2.1.10 “Deferral Eligible Compensation” means an individual’s base salary from the Company and its Affiliates, plus any bonus, incentive, or other payments the Company determines in its sole discretion to be eligible for a deferral election under Sec. 3.2.

2.1.11 “Disability” means eligibility to receive benefits under the Company’s Long Term Disability Plan as in effect at the time of such Disability.

2.1.12 “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 by the Administrator.

2.1.13 “Eligible Executive” means an executive of the Company or a Participating Affiliate:

(a) Who is compensated on a salary basis;

(b) Who is selected by the Company to be eligible to participate in the Plan; and

(c) Whose Annualized Base Salary exceeds $175,000.

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

2.1.15 “Financial Hardship” means a sudden and unexpected illness or accident of the Participant or his/her dependent’s (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 the Administrator.

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.

2.1.16 “Financial Hardship Withdrawal” means the distribution elected by the Participant pursuant to Section 6.3.

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

2.1.18 “Participant” means an executive who is enrolled in the Plan, or a current or former executive who is not enrolled but who has a balance remaining in his/her Account under the Plan.  “Active Participant” means an executive who is enrolled in the Plan.

2.1.19 “Participating Affiliate” means any Affiliate (while it is such) which employs one or more Eligible Executives.

2.1.20 “Plan Year” means the calendar year, except that the first Plan Year will begin September 1, 2001 and end December 31, 2001.

2.1.21 “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 Sections 2.1.6(a) or (d).

(b) The execution of a letter of intent, agreement in principle or definitive agreement by the Company 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.

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

If 1/3rd of the Participants, separately or together, provide a written statement to the Company 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 the Company, within ten 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.

2.1.22 “Retirement” means Termination of Employment on or after the date on which the Participant:

(a) Attains age sixty-five (65) (referred to as “Normal Retirement”); or

(b) Has both attained age fifty-five (55) and completed at least five (5) Years of Service (referred to as “Early Retirement”).

2.1.23 “Scheduled Withdrawal” means the distribution elected by the Participant pursuant to Section 6.1

2.1.24 “Spouse” means a person of the opposite sex to whom the Participant is legally married (including a common-law spouse in any state that recognizes common-law marriage).

2.1.25 “Termination of Employment” means resignation, discharge, retirement, death or the happening of any other event or circumstance that results in the severance of the employer-employee relationship with the Company and all Affiliates.  A Termination of Employment will not be deemed to have occurred upon the occurrence of a Disability until the Participant either:

(a) Ceases to be eligible for benefits under the Company’s Long-Term Disability Plan (and assuming he/she does not then return to active employment with the Company or an Affiliate), except that:

(1) The Administrator may, in its sole discretion, deem a Termination of Employment for purposes of the Plan to have occurred prior to the above date and thus allow for the commencement of benefits to the Participant; or

(2) The Participant may elect to have a Disability constitute a Termination of Employment for purposes of the Plan provided that such election is received by the Administrator at least thirteen (13) months prior to the Disability.

An election under paragraph (2) must be made on such form, and in accordance with such rules, as may be prescribed for this purpose by the Administrator.

(b) Satisfies the requirements for Retirement.

2.1.26 “Trustee” means the trustee of the trust established pursuant to Section 9.2.

2.1.27 “Unscheduled Withdrawal” means a distribution elected by the Participant pursuant to Section 6.2.

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

2.1.29 “Withdrawal Penalty” means the ten percent (10%) penalty deducted from an Account as a result of an Unscheduled Withdrawal, or as a result of a change in the form of distribution within thirteen (13) months prior to Termination of Employment.

2.1.30 “Years of Service” means the cumulative consecutive years of continuous full-time employment with the Company or an Affiliate (while it is such), beginning on the date the Participant first began service with the Company or an Affiliate (while it is such), and counting each anniversary thereof.

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   Selection by Board of Directors.  The Company will select the executives of the Company and Participating Affiliates who will be eligible to participate in the Plan from among those whose Annualized Base Salary exceeds $175,000.

3.1.2   Enrollment.  An Eligible Executive will be allowed to enroll in the Plan as of the first day of the month that coincides with or next follows the date thirty (30) days after he/she is notified of eligibility for the Plan.  Thereafter, an Eligible Executive may elect to enroll for a Plan Year during the enrollment period established by the Administrator for such Plan Year, which enrollment period will be a period of at least thirty (30) days that precedes the start of the Plan Year.

Enrollment must be made in such manner and in accordance with such rules as may be prescribed for this purpose by the Administrator (including by means of a voice response or other electronic system under circumstances authorized by the Administrator).

3.1.3   End of Eligibility.  An Eligible Employee may continue to participate in the Plan for so long as the Plan remains in effect and he/she remains an Eligible Employee.

3.2 Elective Deferral Credits.

3.2.1 Elective Deferral Credits.  Elective Deferral Credits will be made for each payroll period 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 payroll period will be given on or as soon as administratively practicable after the payroll date for such payroll period in an amount equal the amount of the reduction in Deferral Eligible Compensation.

An Eligible Executive may elect to reduce his/her Deferral Eligible Compensation for a payroll period by any whole percent, but not less than five percent (5%) or more than seventy-five percent (75%) (or such other minimum and/or maximum as the Company determines in its sole discretion to be appropriate for any bonus or other incentive payment that is eligible for a deferral election). 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 the Administrator (including by means of a voice response or other electronic system under circumstances authorized by the Administrator).  An election must be made as part of enrollment described in Section 3.1.2. and must specify the Subaccount(s) to which the Elective Deferrals are to be credited pursuant to Section 4.1.1.

3.2.2 Elections are Irrevocable.  An election 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.  An election will be irrevocable throughout the Plan Year; except that:

(a) Elective Deferrals will automatically stop during the Plan Year:

(i)   If the Participant receives a hardship withdrawal prior to age 59½ from his/her Before-Tax Contribution Account under the ADM 401(k) Plan for Salaried Employees;

(ii)   If the Participant receives an Unscheduled Withdrawal or Financial Hardship Withdrawal;

(iii)   Upon the occurrence of a Disability.

(iv)   Upon Termination of Employment.

(b) The Administrator may, in its sole discretion, allow a Participant to reduce or stop his/her Elective Deferrals during the Plan as necessary to alleviate a Financial Hardship.

(c) The Administrator may, in its sole discretion, allow a Participant who has had a material increase in his/her Annualized Base Salary during the Plan Year as a result of a change in job position with the Company or Participating Affiliate to change his/her election with respect to the remaining portion of the Plan Year, subject to the limits specified in Sec. 3.2.1.  Any such change in election will be effective as soon as administratively practicable after the new election is made, and will not apply retroactively to any payroll period that has started prior to the date the new election is made.

3.2.3 Limits.  The Administrator may, in its sole discretion, limit the minimum or maximum amount of Elective Deferrals that are allowed under the Plan by any Participant or any group of Participants.

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 under the ADM 401(k) Plan for Salaried Employees, and whose employer matching contributions under the ADM Employee Stock Ownership Plan for Salaried Employees (“Salaried ESOP”) are reduced because of the reduction in Base Pay resulting from an election under this Plan.  The Company Matching Credits for a Plan Year will be given 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 Salaried ESOP 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 Salaried ESOP for the Plan Year.

ARTICLE IV

ACCOUNTS AND INVESTMENT ADJUSTMENTS

4.1 Accounts.

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

(a) “Subaccount A – Retirement Subaccount” to reflect Elective Deferral Credits which the Participant directs be credited to this Subaccount.

(b) “Subaccount B – Scheduled Withdrawal Subaccount” to reflect Elective Deferral Credits which the Participant directs be credited to this Subaccount.

(c) “Subaccount C – Scheduled Withdrawal Subaccount” to reflect Elective Deferral Credits which the Participant directs be credited to this Subaccount.

(d) “Subaccount D – Company Contribution Subaccount” to reflect Company Matching Credits.

Additional Subaccounts may also be maintained if considered appropriate by the Administrator in the administration of the Plan.

4.1.2 Balance of Accounts.  A Subaccount will have a cash balance expressed in United States Dollars.

4.1.3 Accounts for Bookkeeping Only.  Accounts and Subaccounts are for bookkeeping purposes only and the maintenance of Accounts and Subaccounts will not require any segregation of assets of the Company or any Participating Affiliate. Except as provided in Section 9.2, neither the Company 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 the Company 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 Subaccount as of the dates specified in Sections 3.2 and 3.3.

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

(e) Withdrawals and Distributions.  The withdrawals and distributions made from a Subaccount will be subtracted from the balance of the Subaccount 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 Section 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, the Administrator reserves the right to delay the processing of any Elective Deferral Credit, Company Matching Credit, Earnings Credit, distribution or other transaction for any legitimate business 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 Section 4.3.2.

4.3.2   Earnings Credits.  The Administrator 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.  The Administrator, 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 the Administrator.  The Administrator 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 Account among the investment options available under the Plan.  Hypothetical investment directions may be given with such frequency as is deemed appropriate by the Administrator, 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 the Administrator (including by means of a voice response or other electronic system under circumstances so authorized by the Administrator).  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 the Administrator.

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, the Administrator, in its sole discretion and without any obligation, may direct that investments be made per the investment directions of Participants and Beneficiaries in order to hedge the liability of the Company and Participating Affiliates.

4.4 Statements.  The Administrator may cause benefit statements to be issued from time to time advising Participants and Beneficiaries of the status of their Accounts, but it is not required to issue benefit statements and the issuance of such benefit statements (and any errors that may be reflected on benefit statements) will not in any way alter or affect the rights of Participants with respect to the Plan.

ARTICLE V

VESTING

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

ARTICLE VI

WITHDRAWALS WHILE EMPLOYED

6.1 Scheduled Withdrawals

6.1.1   Scheduled Withdrawal Subaccounts.   A Participant may direct that up to two Scheduled Withdrawal Subaccounts – Accounts B and C – be maintained under the Plan.  When a Participant directs that a Scheduled Withdrawal Account be established, he/she also must select:

(a) The Plan Year during which distribution is to be made (or distributions are to commence) with respect to such Subaccount, provided that such Plan Year must not be before the third (3rd) Plan Year following the enrollment period in which the Participant directs that the Scheduled Withdrawal Subaccount be established under the Plan; and

(b) The distribution method with respect to each such Subaccount, which may be either a lump-sum or annual installments over a period that does not exceed four (4) years.

An election as to the time and method of distribution from a Scheduled Withdrawal Subaccount will be irrevocable.  For so long as a Participant has two Scheduled Withdrawal Subaccounts, he/she may not elect to establish another until full distribution has been made from a Scheduled Withdrawal Subaccount.

6.1.2 Scheduled Withdrawal Election Procedures. A election to establish a Scheduled Withdrawal Account must be made in such manner and in accordance with such rules as may be prescribed for this purpose by the Administrator (including by means of a voice response or other electronic system under circumstances authorized by the Administrator).

A Participant may direct that Elective Deferrals Credits be added to a Scheduled Withdrawal Account and may change such election during any annual enrollment period.  Such an election will be irrevocable for the Plan Year.  Elective Deferral Credits cannot, however, be added to a Scheduled Withdrawal Account in the Plan Year in which distribution is to be made (or distributions are to start) from a Scheduled Withdrawal Account.

6.1.3 Scheduled Withdrawals.  Distributions will be made to the Participant from a Scheduled Withdrawal Subaccount at the time and in the manner selected by the Participant with respect to such Subaccount.  Payments will start no later than the last day of January of the Plan Year selected by the Participant unless preceded by Termination of Employment.  In the event of Termination of Employment for any reason prior to completion of all payments elected with respect to a Scheduled Withdrawal Subaccount, the balance of the Scheduled Withdrawal Subaccount will be paid in the form provided in Article VII.  In the event such Termination of Employment is as a result of the Participant’s death, the Scheduled Withdrawal will be paid as provided Article VIII.

6.2 Unscheduled Withdrawals.

6.2.1 Unscheduled Withdrawals.  A Participant may make an Unscheduled Withdrawal at any time of an amount not less than twenty-five percent (25%) of the balance of his/her Account.  Such withdrawal will be paid as soon as administratively practicable after the withdrawal request is received by the Administrator.

A Participant may make only one Unscheduled Withdrawal in any Plan Year.  If a Participant elects to make an Unscheduled Withdrawal of seventy-five percent (75%) or more of the balance of the Account, he/she will be deemed to have elected to receive the entire balance of the Account.

The Elective Deferrals of the Participant will automatically stop in the event of an Unscheduled Withdrawal, and the Participant will not be allowed to again enroll until the first day of the second Plan Year following the date of the Unscheduled Withdrawal.

6.2.2 Withdrawal Penalty.  A Withdrawal Penalty will be permanently deducted from the balance of the Account in the event of an Unscheduled Withdrawal.  The Withdrawal Penalty will be in an amount equal to:

(a) Five percent (5%) of the amount of the withdrawal if the withdrawal occurs within twenty-four (24) months following a Change in Control; or

(b) Otherwise, ten percent (10%) of the amount of the withdrawal.

An Unscheduled Withdrawal and Withdrawal Penalty will be deemed to have been drawn on a pro-rata basis from the various investments of the Account.

6.3 Financial Hardship Withdrawal.  A Participant may make a Financial Hardship Withdrawal from his/her Account in the event of a Financial Hardship.   Such withdrawal will be paid as soon as administratively practicable after the withdrawal request is received and the Administrator, in its sole discretion, has determined that the Participant has a Financial Hardship.

The Elective Deferrals of the Participant will automatically stop in the event of a Financial Hardship Withdrawal, and the Participant will not be allowed to again enroll until the first day of the second Plan Year following the date of the Financial Hardship Withdrawal.

ARTICLE VII

DISTRIBUTIONS AFTER TERMINATION

7.1 Benefit on Termination of Employment.  A Participant will be eligible to receive a distribution of the full balance of his/her Account following his/her Termination of Employment 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 available and elected) as soon as administratively practicable after either of the following dates as elected by the Participant:

(a) Termination of Employment; or

(b) January 1st next following Termination of Employment.

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-sum distribution of the full balance of his/her Account; or

(2) Each monthly installment will equal one-twelfth (1/12th) of an annual amount determined by dividing the balance of the Account as of the last Valuation Date prior to the date on which the installments are to commence (and each anniversary of such date) by the number of years remaining in the installment period elected by the Participant.  Each monthly installment will equal one-twelfth (1/12th) of an annual amount determined by dividing the balance of the Account as of the last day of the Plan Year prior to the Plan Year in which the installment is to be paid by the number of years remaining in the installment period elected by the Participant.

The Account will continue to be adjusted for Earnings Credits during the installment payout period; thus, if the balance in the Account as of the last scheduled monthly payment exceeds the scheduled monthly payment because of positive Earnings Credits, the full balance of the Account will be paid to the Participant, and if the balance of the Account is not sufficient to pay all scheduled monthly payments because of negative Earnings Credits, the number of monthly payments (and the amount of the final monthly payment) will be reduced accordingly.  However, with respect to the final year of the installment payout period, the Administrator in its sole discretion may direct that full payment of the balance of the Account be made to the Participant in lieu of continued installment payments from the Plan.

(3) A combination of (1) and (2).

(b) Other Terminations.  In the case of a Termination of Employment other than Retirement or Disability, a distribution will be in the form of a single-sum distribution of the full balance of his/her Account.  However, the Administrator may, in its sole discretion, elect to make a distribution in the form of annual installments over a period of up to three (3) years.

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 the Administrator (including by means of a voice response or other electronic system under circumstances authorized by the Administrator).

A distribution election will be effective only if it is received by the Administrator at least thirteen (13) months prior to Termination of Employment.  However, a Participant may elect to have a distribution election take effect less than thirteen (13) months prior to Termination of Employment subject to a Withdrawal Penalty of ten percent (10%) of the pre-penalty balance of his/her Account.

7.2.4 Default Elections. If a Participant fails to file a timely election as to the time of distribution, the distribution will be made as soon as administratively practicable after Termination of Employment.  If a Participant fails to file a timely election as to the form of distribution in the event of a Retirement or Disability, the distribution will be made in a series of annual or monthly installments, at the discretion of the Administrator, over a period of ten (10) years.

7.3 Cash-Out of Small Accounts.  Notwithstanding any contrary provision, if the balance of a Participant’s Account does not exceed one-hundred thousand dollars ($100,000) at Termination of Employment, the Administrator may, in its sole discretion, elect to pay the full balance of the Account to the Participant is full settlement of all benefits due under the Plan.

7.4 Valuation of Accounts Following Termination of Employment.  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 Account, 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 the Administrator determines that a survivor benefit is payable under the Plan – that is, the date the Administrator is provided with the documentation reasonably 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:

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

(2) A series of monthly installments over a period of one (1) to five (5) years as elected by the Participant.  Each monthly installment will equal one-twelfth (1/12th) of an annual amount determined by dividing the balance of the Account as of the last Valuation Date prior to the date on which the installments are to commence (and each anniversary of such date) by the number of years remaining in the installment period elected by the Participant.

The Account will continue to be adjusted for Earnings Credits during the installment payout period; thus, if the balance in the Account as of the last scheduled monthly payment exceeds the scheduled monthly payment because of positive Earnings Credits, the full balance of the Account will be paid to the Beneficiary, and if the balance of the Account is not sufficient to pay all scheduled monthly payments because of negative Earnings Credits, the number of monthly payments (and the amount of the final monthly payment) will be reduced accordingly.  However, with respect to the final year of the installment payout period, the Administrator in its sole discretion may direct that full payment of the balance of the Account be made to the Beneficiary in lieu of continued installment payments from the Plan.

(3) A combination of (1) and (2).

Notwithstanding the above, if the Participant dies while he/she is receiving installments under Section 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.  However, the Administrator may, in its sole discretion, elect to pay the survivor benefit in a single lump sum payment in an amount equal to the remaining balance in the Account in full satisfaction of the benefit otherwise payable under the Plan.

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 the Administrator (including by means of a voice response or other electronic system under circumstances authorized by the Administrator).

A distribution form election will be effective only if it is received by the Administrator at least thirteen (13) months prior to the death of 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, unless the Participant dies while he/she is receiving installments under Section 7.2.2(a), in which case such installments will continue to his/her Beneficiary over the same period such benefits would have been paid to the Participant, subject to acceleration to a lump-sum at the discretion of the Administrator.

8.2 Beneficiary Designation.

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

8.2.2 Special Requirements for Married Participants.  If a Participant has a Spouse at the time of death, such Spouse will be his/her Beneficiary unless the Spouse has consented in writing to the designation of a different Beneficiary.  Consent of a Spouse will be deemed to have been obtained if it is established to the satisfaction of the Administrator that such consent cannot be obtained because the Spouse cannot be located. A consent by a Spouse will be effective only with respect to such Spouse, and cannot be revoked. A Beneficiary designation that has received spousal consent cannot be changed without spousal consent.

A Beneficiary designation will be automatically revoked upon marriage (other than common law marriage) of a Participant unless the new Spouse was designated as Beneficiary.  Further, if a Spouse is designated as Beneficiary, such designation will be automatically revoked upon the divorce of the Participant and former Spouse.

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 the Administrator. A Beneficiary designation will be effective (and will revoke all prior designations) if it is received by the Administrator (or if sent by mail, the post-mark of the mailing is) prior to the date of death of the Participant.  The Administrator 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.

8.2.4 Default Designation.  If a Beneficiary designation is not on file, or if a Beneficiary designation is revoked by divorce or otherwise and a new designation is not on file at death, or if no designated Beneficiary survives the Participant, the Beneficiary will be the estate of the Participant.

8.3 Successor Beneficiary.   If the primary Beneficiary dies prior to complete distribution of the benefits under Section 8.1.2, the remaining Account balance will be paid to the contingent Beneficiary elected by the Participant in the form of a lump sum payable as soon as administratively practicable after the primary Beneficiary’s death is established.  If there is no surviving contingent Beneficiary, the lump sum will be paid to the estate of the primary 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 the Company and each Participating Affiliate to provide benefits as set forth in the Plan with respect to:

(a)   Participants who are employed with the Company or that Participating Affiliate;

(b)   Participants who were employed with the Company 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 the Company or another Participating Affiliate.  If a Participant is employed with two or more employers (the Company 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.

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

9.2 Obligations Upon Occurrence of a Funding Event.  The Company will establish a "rabbi" trust to fund benefits payable under the Plan.  However, neither the Company nor any Participating Affiliate will have any obligation to fund such trust except upon the occurrence of a Funding Event, and then, the Company and each Participating Affiliate will be obligated to immediately deposit into the trust an amount equal to the then current balance of the Accounts of all Participants with respect to which it has a contractual obligation under Section 9.1.1.

The above notwithstanding, neither the Company nor any Participating Affiliate will transfer or contribute any funds during any “restricted period,” as defined in Code § 409A(b)(3)(B), to any rabbi trust established under this Section 9.2.  If any funds are transferred or contributed during a restricted period and the Company 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 the Company 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.

A rabbi trust established to fund benefits may be revocable (in whole or in part) at any time prior to a Change in 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 the Company or any Affiliate).

ARTICLE X

AMENDMENT AND TERMINATION OF PLAN

The Company may amend or terminate the Plan at any time and for any reason; provided that, 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 the Company 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.  In no event may an amendment or termination of the Plan reduce the balance or the vested portion of the balance of the Account of any Participant or Beneficiary.

If the Company terminates the Plan, the date of such termination will be treated as a Termination of Employment for the purpose of calculating benefits and the Company will pay to each Participant the benefits such Participant would be entitled to receive under Article VII except that such termination benefits will be paid in a single lump sum payable on the last day of the month following the month in which termination of the Plan occurs.

ARTICLE XI

ADMINISTRATION/CLAIMS PROCEDURES

11.1 Administration.

11.1.1 Administrator.  The Company 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 the Company as Administrator may be taken by any of the following:

(a) Its Board of Directors (or a committee thereof).

(b) Its Chief Executive Officer.

(c) Its Benefit Plans Committee.

(d) Any individual, committee, or entity to whom responsibility for the operation and administration of the Plan is allocated to by action of one of the above.

11.1.2 Third-Party Service Providers.  The Administrator 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 nondiscretionary capacity and will act in accordance with directions given and/or procedures established by the Administrator.

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

11.2 Claims Procedure

11.2.1 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, the Participant or Beneficiary may file a written claim with the Administrator setting forth the nature of the benefit claimed, the amount thereof, and the basis for claiming entitlement to such benefit.  The Administrator will determine the validity of the claim and communicate a decision to the claimant promptly and, in any event, not later than ninety (90) days after the date of the claim.  The claim may be deemed by the claimant to have been denied for purposes of further review described below in the event a decision is not furnished to the claimant within such ninety (90) day period.  If additional information is necessary to make a determination on a claim, the claimant will be advised of the need for such additional information within forty-five (45) days after the date of the claim.  The claimant will have up to one hundred and eighty (180) days to supplement the claim information, and the claimant will be advised of the decision on the claim within forty-five (45) days after the earlier of the date the supplemental information is supplied or the end of the one hundred and eighty (180) day period.

A claim for benefits which is denied will be denied by written notice setting forth in a manner calculated to be understood by the claimant:

(a) The specific reason or reasons for the denial;

(b) A specific reference to any provisions of the Plan (including any internal rules, guidelines, protocols, criteria, etc.) on which the denial is based;

(c) A description of any additional material or information that is necessary to process the claim; and

(d) An explanation of the procedure for further reviewing the denial of the claim (including applicable time limits and a statement of the claimant’s right to bring a civil action under ERISA § 502(a) following an adverse determination on review).

11.2.2 Review Procedures.  Within sixty (60) days after the receipt of a denial on a claim, a claimant or his/her authorized representative may file a written request for review of such denial.  Such review will be undertaken by the Administrator and will be a full and fair review. The claimant will have the right to review all pertinent documents.  The Administrator will issue a decision not later than sixty (60) days after receipt of a request for review from a claimant unless special circumstances, such as the need to hold a hearing, require a longer period of time, in which case a decision will be rendered as soon as possible but not later than one hundred and twenty (120) days after receipt of the claimant’s request for review.  The decision on review will be in writing and will include specific reasons for the decision written in a manner calculated to be understood by the claimant with specific reference to any provisions of the Plan on which the decision is based.

11.2.3 Arbitration.  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 a reasonable time after the claim, dispute or other matter in question has arisen.  In no event will a demand for arbitration be made after the date when the applicable statute of limita­tions would bar the institution of a legal or equitable proceeding based on such claim, dispute or other matter in question.  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 Indemnification.  The Company and the 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.

11.4 Exercise of Authority.  The Administrator and any 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 all courts of law to the greatest extent allowed under law, and that it not be overturned or set aside by any court of law unless found to be arbitrary and capricious, or made in bad faith.

11.5 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 by means of voice response or other electronic system to the extent so authorized by the Administrator.

ARTICLE XII

MISCELLANEOUS

12.1 Nonassignability.  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.

12.2 Withholding.  A Participant must make appropriate arrangements with the Company 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, the Company 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 Successors of the Company.  The rights and obligations of the Company under the Plan will inure to the benefit of, and will be binding upon, the successors and assigns of the Company.

12.4 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 the Company.

12.5 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.

12.6 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.

12.7 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.

12.8 Waiver of Breach.  The waiver by the Company 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.

12.9 Notice.  Any notice or filing required or permitted to be given to the Company 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 the Company, to the principal office of the Company, directed to the attention of the Administrator, and in the case of the Participant, to the last known address of the Participant indicated on the employment records of the Company.  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 the Company may be permitted by electronic communication according to specifications established by the Administrator.

EX-10.3

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 (59½) 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

EX-10.4

Exhibit 10.4

ADM

SUPPLEMENTAL RETIREMENT PLAN

(As Amended and Restated Effective January 1, 2009)

TABLE OF CONTENTS

			Page
ARTICLE I  INTRODUCTION			1
	1.1	Purpose of the Plan; History	1
	1.2	Non-Qualified “Top-Hat” Plan	1
	1.3	Plan Document	1
	1.4	Effective Date of Document	1
ARTICLE II  DEFINITIONS			2
	2.1	Definintions	2
	2.2	Choice of Law	4
ARTICLE III  PARTICIPATIO			4
	3.1	Participation	4
ARTICLE IV  SUPPLEMENTAL PENSION BENEFITS			5
	4.1	Supplemental Pensions – Cash Balance and Traditional Formula	5
	4.2	Cash Balance Supplemental Pension	5
	4.3	Traditional Formula Supplemental Pension	6
	4.4	Time of Payment	7
	4.5	Form of Payment	8
	4.6	Payment Form Election Procedure	9
	4.7	Cash-Out of Small Benefits	9
	4.8	FICA Over-Payment True-Up	10
	4.9	Special Rules	10
ARTICLE V  VESTING			11
	5.1	Vesting	11
	5.2	Forfeiture	11
ARTICLE VI  DISTRIBUTIONS AFTER DEATH			11
	6.1	Survivor Benefits	11
	6.2	Beneficiary Designation	12
	6.3	Cash-Out of Small Benefits	13
	6.4	No Other Survivor Benefits	14
ARTICLE VII  CONTRACTUAL OBLIGATIONS AND FUNDING			14
	7.1	Contractual Obligations	14
	7.2	Funding	15
ARTICLE VIII  AMENDMENT AND TERMINATION OF PLAN			15
	8.1	Right to Amend or Terminate	15
	8.2	Limits on Effect of Amendment or Termination	16
ARTICLE IX  ADMINISTRATION/CLAIMS PROCEDURES			16
	9.1	Administration	16
	9.2	Correction of Errors And Duty to Review Information	17
	9.3	Claims Procedure	17
	9.4	Indemnification	18
	9.5	Exercise of Authority	18
	9.6	Telephonic or Electronic Notices and Transactions	18
ARTICLE X  MISCELLANEOUS			18
	10.1	Nonassignability	18
	10.2	Withholding	18
	10.3	Right of Setoff	19
	10.4	Uniformed Services Employment and Reemployment Rights Act	19
	10.5	Successors of ADM	19
	10.6	Employment Not Guaranteed	19
	10.7	Gender, Singular and Plural	19
	12.8	Captions	19
	12.9	Validity	19
	12.10	Waiver of Breach	19
	12.11	Notice	19

ADM

SUPPLEMENTAL RETIREMENT PLAN

ARTICLE I

INTRODUCTION

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

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

1.2 Non-Qualified “Top-Hat” Plan.

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

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

1.3 Plan Document.

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

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

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

ARTICLE II

DEFINITIONS AND CONSTRUCTION

2.1 Definitions.

2.1.1 “ADM” means Archer Daniels Midland Company.

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

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

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

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

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

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

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

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

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

2.1.11 “Eligible Employee” means an Employee:

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

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

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

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

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

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

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

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

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

2.1.17 “Plan” means the ADM Supplemental Retirement Plan.

2.1.18 “Plan Year” means the calendar year.

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE III

PARTICIPATION

3.1 Participation.

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

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

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

.

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

(a)   The date of his/her Separation from Service;

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

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

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

ARTICLE IV

SUPPLEMENTAL PENSION BENEFITS

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

4.2 Cash Balance Supplemental Pension.

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

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

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

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

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

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

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

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

4.3 Traditional Formula Supplemental Pension.

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

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

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

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

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

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

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

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

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

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

Age at Benefit	Early
Commencement Date	Commencement Factor*
65	100%
64	97%
63	93%
62	88%
61	83%
60	78%
59	73%
58	68%
57	62%
56	56%
55	50%

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

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

Age at Benefit	Early
Commencement Date	Commencement Factor*
65	100%
64	93.36%
63	86.67%
62	80.00%
61	73.36%
60	66.67%
59	63.36%
58	60.00%
57	56.67%
56	53.36%
55	50.00%

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

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

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

4.4 Time of Payment.

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

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

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

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

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

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

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

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

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

4.5 Form of Payment.

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

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

(i) A lump sum; or

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

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

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

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

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

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

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

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

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

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

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

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

4.6 Payment Form Election Procedure .

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

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

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

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

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

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

4.7 Cash-Out of Small Benefits.

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

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

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

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

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

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

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

4.9 Special Rules.

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

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

ARTICLE V

VESTING

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

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

ARTICLE VI

DISTRIBUTIONS AFTER DEATH

6.1 Survivor Benefits.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

6.2 Beneficiary Designation.

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

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

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

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

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

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

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

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

(a) The Participant’s Spouse or Certified Domestic Partner.

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

(e) The Participant’s estate.

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

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

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

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

ARTICLE VII

CONTRACTUAL OBLIGATIONS AND FUNDING

7.1 Contractual Obligations.

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

(a) Participants who are employed with ADM or that Participating Affiliate;

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

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

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

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

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

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

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

7.2 Funding.

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

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

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

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

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

ARTICLE VIII

AMENDMENT AND TERMINATION OF PLAN

8.1 Right to Amend or Terminate.

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

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

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

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

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

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

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

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

8.2 Limits on Effect of Amendment or Termination.

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

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

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

ARTICLE IX

ADMINISTRATION/CLAIMS PROCEDURES

9.1 Administration.

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

(a) Its Benefit Plans Committee;

(b) Its Chief Executive Officer; or

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

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

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

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

9.2 Correction of Errors And Duty to Review Information.

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

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

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

9.3 Claims Procedure.

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

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

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

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

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

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

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

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

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

ARTICLE X

MISCELLANEOUS

10.1 Nonassignability.

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

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

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

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

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

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

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

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

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

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

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

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

fb.us.2013702.04

EX-10.5

Exhibit 10.5

ARCHER-DANIELS-MIDLAND COMPANY

AMENDED AND RESTATED 2002 INCENTIVE COMPENSATION PLAN

Article 1.  Establishment, Objectives, and Duration

1.1.           Establishment of the Plan.  Archer-Daniels-Midland Company, a Delaware corporation (hereinafter referred to as the “Company”), hereby establishes an incentive compensation plan to be known as the “Archer-Daniels-Midland Company 2002 Incentive Compensation Plan” (hereinafter referred to as the “Plan”), as set forth in this document.  The Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Performance Shares, Performance Units, and Cash-Based Awards.   The Plan became effective as of December 1, 2002 (the “Effective Date”), and was amended and restated as of December 31, 2008.  The Plan shall remain in effect as provided in Section 1.3 hereof.

1.2.           Objectives of the Plan.  The objectives of the Plan are to optimize the profitability and growth of the Company through annual and long-term incentives which are consistent with the Company’s goals and which link the personal interests of Participants to those of the Company’s Stockholders; to provide Participants with an incentive for excellence in individual performance; and to promote teamwork among Participants.  The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of Participants who make significant contributions to the Company’s success and to allow Participants to share in the success of the Company.

1.3.           Duration of the Plan.  The Plan shall commence on the Effective Date, as described in Section 1.1 hereof, and shall remain in effect, subject to the right of the Board of Directors to amend or terminate the Plan at any time pursuant to Article 15 hereof, until all Shares subject to it shall have been distributed according to the Plan’s provisions.  However, in no event may an ISO be granted under the Plan more than ten years after the Effective Date.

Article 2.  Definitions

Whenever used in the Plan, the following terms shall have the meanings set forth below, and when the meaning is intended, the initial letter of the word shall be capitalized:

2.1.           “Affiliate” means an “affiliate” of the Company, within the meaning of such term under Rule 12b-2 of the General Rules and Regulations of the Exchange Act.

2.2.           “Award” means, individually or collectively, a grant under this Plan of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Performance Shares, Performance Units, or a Cash-Based Award.

2.3.           “Award Agreement” means an agreement entered into by the Company and each Participant setting forth the terms and provisions applicable to an Award granted under this Plan.

2.4.           “Beneficial Owner” or “Beneficial Ownership” shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act.

2.5.           “Board” or “Board of Directors” means the Board of Directors of the Company.

2.6.           “Cash-Based Award” means an Award granted to a Participant, as described in Article 9 herein.

2.7           “Change of Control” means either:

(a) A Person other than the Company or a Subsidiary of the Company acquires Beneficial Ownership, directly or indirectly, of thirty-percent (30%) or more of either (i) the then outstanding shares of Company common stock, or (ii) the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors (“Voting Securities”), provided that the following will not constitute a Change of Control under this subsection (a):

(i) Any acquisition directly from the Company (excluding any acquisition resulting from the exercise of a conversion or exchange privilege with respect to outstanding convertible or exchangeable securities unless such convertible or exchangeable securities were acquired directly from the Company);

(ii) Any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or one or more of its Subsidiaries;

(iii) Any acquisition by any corporation with respect to which, immediately following such acquisition, more than 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 Company 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 Company common stock and Voting Securities, as the case may be;

(b) Approval by the stockholders of the Company of (i) the complete dissolution or liquidation of the Company, or (ii) the sale or other disposition of all or substantially all of the assets of the Company (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 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 Company 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 Company common stock and Voting Securities, as the case may be;

(c) The consummation of a reorganization, merger or consolidation of the Company (other than a merger or consolidation with a subsidiary of the Company) or a statutory exchange of outstanding Voting Securities of the Company, 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 Company common stock and Voting Securities immediately prior to such reorganization, merger, consolidation or exchange Beneficially Own, directly or indirectly, more than 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 Company common stock and Voting Securities, as the case may be;

(d) A majority of the members of the Board of Directors of the Company are not Continuing Directors, with the term “Continuing Directors” meaning (i) the members of the Board as of the Effective Date, and (ii) any individual who becomes a member of the Board after such date whose election, or nomination for election by the shareholders of the Company, was approved by the vote of at least two-thirds of the then Continuing Directors, but excluding any individual whose initial assumption of office as a director of the Company occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board; or

(e) Adoption by the Board of a resolution to the effect that any Person has acquired effective control of the business and affairs of the Company;

provided, however, that for purposes of Awards hereunder that are subject to the provisions of Code Section 409A, no Change of Control shall be deemed to have occurred upon an event described in (a), (b), (c), (d) or (e) that would have the effect of changing the time or form of payment of such Award, unless such event would also constitute a “change in control” under Code Section 409A (regarding change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation) and related guidance thereunder.

2.8.           “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder.

2.9.           “Committee” means the Compensation Committee of the Board of Directors, which shall consist of two or more directors all of whom shall satisfy the requirements for an “outside director” under Code Section 162(m) and/or a “non-employee director” within the meaning of Rule 16b-3 of the Exchange Act; provided, however, that as to any Section 162(m) Award, if any member of the Compensation Committee shall not satisfy such “outside director” requirements, “Committee” means a subcommittee (of two or more persons) of the Compensation Committee consisting of all members thereof who satisfy such “outside director” requirement.  Notwithstanding the foregoing, for purposes of making and administering all Option grants made by an officer or officers of the Company pursuant to the delegation provided for in paragraph 6.1 below, the Committee shall consist of the officer or officers to whom such delegation has been made, acting together or individually, unless otherwise specified by the Board of Directors.

2.10.                      “Company” means Archer-Daniels-Midland Company, a Delaware corporation, and any successor thereto as provided in Article 18 herein.

2.11.                      “Covered Employee” means a Participant who, in the sole judgment of the Committee, may be treated as a “covered employee” under Code Section 162(m) at the time income is recognized by such Participant in connection with an Award that is intended to qualify for the Performance-Based Exception.

2.12.                      “Date of Grant” shall mean the date on which an Award under the Plan is approved by the Committee or such later effective date for such Award as the Committee may specify.

2.13.                      “Disability” shall have the meaning set forth in the Award Agreement, or if no definition is specified in the Award Agreement, it shall have the meaning ascribed to such term in the Participant’s governing long-term disability plan; provided that, if no such plan exists and no definition is specified in the Award Agreement, it shall mean the inability of the Participant 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 12 months.

2.14.                      “Effective Date” shall have the meaning ascribed to such term in Section 1.1 hereof.

2.15.                      “Employee” means any person who is an employee of the Company, any Affiliate or any Subsidiary; provided, however, that with respect to ISOs, “Employee” means any person who is considered an employee of the Company or any Subsidiary for purposes of Treasury Regulation Section 1.421-7(h).

2.16.                      “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto.

2.17.                      “Fair Market Value” on any date shall be determined on the basis of the closing sale price on the trading date immediately prior to such date on the principal securities exchange on which the Shares are traded or, if there is no such sale on the relevant date, then on the last previous day on which a sale was reported.

2.18.                      “Freestanding SAR” means a SAR that is granted independently of any Options, as described in Article 7 herein.

2.19.                      “Incentive Stock Option” or “ISO” means an option to purchase Shares granted under Article 6 herein and which is designated as an Incentive Stock Option and which is intended to meet the requirements of Code Section 422.

2.20.                      “Nonqualified Stock Option” or “NQSO” means an option to purchase Shares granted under Article 6 herein and which is not intended to meet the requirements of Code Section 422.

2.21.                      “Option” means an Incentive Stock Option or a Nonqualified Stock Option, as described in Article 6 herein.

2.22.                      “Option Price” means the price at which a Share may be purchased by a Participant pursuant to an Option.

2.23.                      “Participant” means an Employee who has been selected to receive an Award or who has outstanding an Award granted under the Plan.

2.24.                      “Performance-Based Exception” means the performance-based exception from the tax deductibility limitations of Code Section 162(m).

2.25.                      “Performance Share” means an Award granted to a Participant, as described in Article 9 herein.

2.26.                      “Performance Unit” means an Award granted to a Participant, as described in Article 9 herein.

2.27.                      “Period of Restriction” means the period during which the transfer of Shares of Restricted Stock is limited in some way and the Shares are subject to a risk of forfeiture, as provided in Article 8 herein.

2.28.                      “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof.

2.29.                      “Restricted Stock” means an Award granted to a Participant pursuant to Article 8 herein.

2.30.                      “Retirement” shall mean any termination of employment at or after age sixty-five (65), or at or after age fifty-five (55) with ten (10) or more years of continuous service as defined under the ADM Retirement Plan.

2.31.                      “Section 162(m) Award” means an Award to a Covered Employee intended to qualify for the Performance-Based Exception.

2.32.                      “Shares” means the shares of common stock of the Company, without par value.

2.33.                      “Stock Appreciation Right” or “SAR” means an Award, granted alone or in connection with a related Option, designated as a SAR, pursuant to the terms of Article 7 herein.

2.34.                      “Subsidiary” means any corporation, partnership, joint venture, or other entity in which the Company has a majority voting interest; provided, however, that with respect to ISOs, the term “Subsidiary” shall include only an entity that qualifies under Code Section 424(f) as a “subsidiary corporation” with respect to the Company.

2.35.                      “Tandem SAR” means a SAR that is granted in connection with a related Option pursuant to Article 7 herein, the exercise of which shall require forfeiture of the right to purchase a Share under the related Option (with a similar cancellation of the Tandem SAR when a Share is purchased under the Option).

Article 3.  Administration

3.1.           Committee Members.  The Plan shall be administered by the Committee.  The members of the Committee shall be appointed by and serve at the pleasure of the Board.  The Committee shall have such powers and authority as may be necessary or appropriate for the Committee to carry out its functions as described in the Plan.  No member of the Committee shall be liable for any action or determination made in good faith by the Committee with respect to the Plan or any Award thereunder.

3.2.            Discretionary Authority.  Subject to the express limitations of the Plan, the Committee shall have authority in its discretion to determine the Employees to whom, and the time or times at which, Awards may be granted, the number of Shares, units or other rights subject to each Award, the Option Price or purchase price of an Award (if any), the time or times at which an Award will become vested, exercisable or payable, the performance measure, performance goals and other conditions of an Award, the duration of the Award, and all other terms of an Award.  The Committee shall also have discretionary authority to interpret the Plan, to make all factual determinations under the Plan, and to make all other determinations necessary or advisable for Plan administration.  The Committee may prescribe, amend, and rescind rules and regulations relating to the Plan.  All interpretations, determinations, and actions by the Committee shall be final, conclusive, and binding upon all parties.

3.3.            Action by the Committee.  A majority of the members of the Committee shall constitute a quorum for any meeting of the Committee, and the act of a majority of the members present at any meeting at which a quorum is present or the act approved in writing by a majority of all the members of the Committee shall be the act of the Committee.  In the performance of their duties under this Plan, the Committee members shall be entitled to rely upon information and advice furnished by the Company’s officers, employees, accountants or counsel, or any executive compensation consultant or other professional retained by the Company or the Committee to assist in the administration of this Plan.

Article 4.  Shares Subject to the Plan and Maximum Awards

4.1.           Number of Shares Available for Grants.  Subject to adjustment as provided in Section 4.2 herein, the number of Shares hereby reserved for issuance to Participants under the Plan shall be twenty-five million (25,000,000), no

more than ten million (10,000,000) of which may be granted in the form of Restricted Stock.  The Shares to be delivered under the Plan will be made available from authorized but unissued Shares or issued Shares that are held in the Company’s treasury.  To the extent that any Award payable in Shares is forfeited, cancelled, returned to the Company for failure to satisfy vesting requirements or upon the occurrence of other forfeiture events, or otherwise terminates without payment being made thereunder, Shares covered thereby will no longer be charged against the foregoing maximum Share limitations and may again be made subject to Awards under the Plan pursuant to such limitations.  If a Tandem SAR is granted, then the Tandem SAR and the related Option shall be counted as covering only the number of Shares subject to the related Option for purposes of applying the limitations of this Section 4.1.

Subject to adjustments as provided in Section 4.2 herein, the following rules shall apply to grants of such Awards under the Plan:

(a) Stock Options:  The maximum aggregate number of Shares that may be covered by Stock Options, pursuant to Awards granted in any one fiscal year to any one single Participant, shall be one million (1,000,000).

(b) SARs:  The maximum aggregate number of Shares that may be covered by Stock Appreciation Rights, pursuant to Awards granted in any one fiscal year to any one single Participant, shall be one million (1,000,000).

(c) Restricted Stock:  The maximum aggregate number of Shares that may be covered by Awards of Restricted Stock granted in any one fiscal year to any Participant shall be Five Hundred Thousand (500,000).

(d) Performance Shares:  The maximum aggregate number of Shares that may be covered by Awards of Performance Shares granted in any one fiscal year to any Participant shall be Five Hundred Thousand (500,000).

(e) Performance Units:  The maximum aggregate payout (determined as of the end of the applicable performance period) with respect to Performance Units granted in any one fiscal year to any one Participant shall be Two Million Dollars ($2,000,000).

(f) Cash-Based Awards:  The maximum aggregate payout (determined as of the end of the applicable performance period) with respect to Cash-Based Awards granted in any one fiscal year to any one Participant shall be Two Million Dollars ($2,000,000).

4.2.           Adjustments in Shares.

(a) Equity Restructurings.  In the event of any equity restructuring, the Committee shall make such equitable adjustments with respect to the Plan and Awards thereunder as the Committee may deem appropriate to reflect the occurrence of such equity restructuring, including adjustments to (i) the aggregate number and kind of Shares or other securities that may be issued under the Plan (ii) the Award limits set forth in Section 4.1, and (iii) the number and kind of Shares or other securities subject to outstanding Awards and, if applicable, the Option Price or base price of outstanding Awards.

An “equity restructuring” for this purpose means a nonreciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that causes a change in the per share value of the Shares underlying outstanding Awards.

(b) Other Events.  In the event of any other change in corporate capitalization, which may include a merger, consolidation, any reorganization (whether or not such reorganization comes within the definition of such term in Code Section 368), or any partial or complete liquidation of the Company to the extent such events do not constitute equity restructurings, and subject to Article 19, the Committee may, in its sole discretion, make such equitable adjustments described in Section 4.2(a) as determined to be appropriate and equitable by the Committee to prevent dilution or enlargement of benefits.

Any adjustment made pursuant to this Section 4.2 shall be conclusive and binding for all purposes of the Plan.  Unless otherwise determined by the Committee, the number of shares subject to an Award shall always be a whole number.  Notwithstanding the foregoing, no adjustment made pursuant to this Section 4.2 shall be authorized to the extent that it would be inconsistent with a Section 162(m) Award’s meeting the requirements of Code Section 162(m) or cause an Award to be subject to adverse tax consequences under Code Section 409A.

Article 5.  Eligibility and Participation

5.1.           Eligibility.  Persons eligible to participate in this Plan include all Employees.

5.2.            Participation.  Subject to the provisions of the Plan, the Committee may, from time to time, select from all eligible Employees, those to whom Awards shall be granted and shall determine the nature and amount of each Award.

5.3            Award Agreements.  Each Award will be evidenced by an Award Agreement setting forth the terms, conditions and restrictions, as determined by the Committee, which will apply to such Award, in addition to the terms and conditions specified in this Plan.  Acceleration of the vesting or exercisability schedule of an Award and of the expiration of the applicable term of the Award is permitted upon such terms and conditions as shall be set forth in the Award Agreement, which may include acceleration resulting from the occurrence of a Change of Control.

Article 6.  Stock Options

6.1.           Grant of Options.  Subject to the terms and provisions of the Plan, Options may be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee and such officer or officers of the Company who have been delegated the authority to grant and administer Options by the Board of Directors.  Notwithstanding the foregoing, officers delegated the authority to grant Options pursuant to this Plan shall not have authority to grant Options to themselves or to any employee of the Company who is subject to the requirements of Section 16 of the Exchange Act.

6.2.            Award Agreement.  Each Option grant shall be evidenced by an Award Agreement that shall specify the Option Price, the duration of the Option, the number of Shares to which the Option pertains, provisions for vesting and exercisability, and such other provisions as the Committee shall determine.  The Award Agreement also shall specify whether the Option is intended to be an ISO or a NQSO.

6.3.            Option Price.  The Option Price for each grant of an Option under this Plan shall be at least equal to one hundred percent (100%) of the Fair Market Value of a Share on the Date of Grant.

6.4.            Duration of Options.  Each Option granted to a Participant shall expire at such time as the Committee shall determine at the time of grant; provided, however, that no Option shall be exercisable later than one day prior to the tenth (10th) anniversary date of its grant.

6.5.            Exercise of Options.  Options granted under this Article 6 shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in each instance approve, which need not be the same for each grant or for each Participant.  Notwithstanding the foregoing, the Committee may at any time, or upon the occurrence of any events specified by the Committee in an Award Agreement, accelerate a Participant’s right to exercise an Option.

6.6.            Payment.  Options granted under this Article 6 shall be exercised by the delivery of a written notice of exercise to the Company, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares.  The Option Price upon exercise of any Option shall be payable to the Company in full either:  (a) in cash or its equivalent, or (b) by tendering, either by actual delivery of Shares or by attestation, previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the total Option Price, or (c) by a combination of (a) and (b).  The Committee also may allow payment of the Option Price in the form of an authorization to the Company to withhold from the total number of Shares as to which the Option is being exercised the number of Shares having a Fair Market Value on the date of exercise equal to the aggregate Option Price for the total number of Shares as to which the Option is being exercised, an irrevocable authorization to a third party with which the Participant has a brokerage or similar relationship to sell the Shares (or a sufficient portion of such Shares) acquired upon the exercise of the Option and remit to the Company a portion of the sale proceeds sufficient to pay the entire Option Price to the Company, or by any other means which the Committee determines to be consistent with the Plan’s purpose and applicable law.  Subject to any governing rules or regulations, as soon as practicable after receipt of a written notification of exercise and full payment, the Company shall deliver to the Participant, in the Participant’s name, Share certificates in an appropriate amount based upon the number of Shares purchased under the Option(s).

6.7.            Additional Rules for Incentive Stock Options.

(a) No ISO shall be granted to a Participant as a result of which the aggregate Fair Market Value (determined as of the Date of the Grant) of the stock with respect to which ISOs are exercisable for the first time in any calendar year under the Plan and any other stock option plans of the Company, any Subsidiary, or any parent corporation, would exceed the maximum amount permitted under Code Section 422(d).  This limitation shall be applied by taking Options into account in the order in which granted.

(b) If Shares acquired by exercise of an ISO are disposed of within two years following the Date of Grant or one year following the transfer of such Shares to the Participant upon exercise, the Participant shall, promptly following such disposition, notify the Company in writing of the date and terms of such disposition and provide such other information regarding the disposition as the Committee may reasonably require.

(c) Any ISO granted hereunder shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as are deemed necessary or desirable by the Committee, which terms, together with the terms of this Plan, shall be intended and interpreted to cause such ISO to qualify as an “incentive stock option” under Code Section 422.  Such terms shall include, if applicable, limitations on ISOs granted to ten-percent owners of the Company.  An Award Agreement for an ISO may provide that such Option shall be treated as a NQSO to the extent that certain requirements applicable to “incentive stock options” under the Code shall not be satisfied.

6.8.           Restrictions on Share Transferability.  The Committee may impose such restrictions on any Shares acquired pursuant to the exercise of an Option granted under this Article 6 as it may deem advisable, including, without limitation, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded, and under any blue sky or state securities laws applicable to such Shares.

6.9.            Termination of Employment.  The Participant shall have the right to exercise the vested portion of an Option only while such Participant is an Employee, or within three months after such Participant ceases to be an Employee; provided, however, that in the event the employment of the Participant is terminated on account of the Participant’s death, the Participant’s personal representatives, heirs or legatees shall have the right to exercise the vested portion of any Option held by the Participant at the time of his or her death for one year following the date of death.

6.10.        Nontransferability of Options.

(a) Incentive Stock Options.  No ISO granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.  Further, all ISOs granted to a Participant under the Plan shall be exercisable during his or her lifetime only by such Participant.

(b) Nonqualified Stock Options.  Except as otherwise provided in a Participant’s Award Agreement in accordance with the terms provided below, no NQSO granted under this Article 6 may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined in the Code or Title 1 of the Employee Retirement Income Security Act or the rules thereunder.  No NQSOs granted to a Participant under this Article 6 shall be exercisable during his or her lifetime by anyone other than such Participant.  Notwithstanding the foregoing, an Award Agreement for a NQSO may provide that the Participant shall be permitted, during his or her lifetime and subject to the prior approval of the Committee at the time of proposed transfer, to transfer all or part of the Option to a member or members of his or her immediate family (as defined in the Award Agreement in a manner consistent with the requirements for the Form S-8 registration statement) or to one or more trusts for the benefit of such family members or partnerships in which such family members are the only partners.  Any such transfer shall be subject to the condition that it is made by the Participant for estate planning, tax planning, or donative purposes, and no consideration (other than interests in family-related entities to which the transfer is made) is received by the Participant therefore.  The transfer of a NQSO may be subject to such other terms and conditions as the Committee may in its discretion impose from time to time, including a condition that the portion of the Option to be transferred be vested and exercisable by the Participant at the time of the transfer.  Subsequent transfers of an Option shall be prohibited other than by will or the laws of descent and distribution upon the death of the transferee.

Article 7.  Stock Appreciation Rights

7.1.           Grant of SARs.  Subject to the terms and conditions of the Plan, SARs may be granted to Participants at any time and from time to time as shall be determined by the Committee.  The Committee may grant Freestanding SARs, Tandem SARs, or any combination of these forms of SAR.  The Committee shall have complete discretion in determining the

number of SARs granted to each Participant (subject to Article 4 herein) and, consistent with the provisions of the Plan, in determining the terms and conditions pertaining to such SARs.  The base price of a Freestanding SAR shall equal the Fair Market Value of a Share on the Date of Grant of the SAR.  The base price of Tandem SARs shall equal the Option Price of the related Option.

7.2.            Exercise of Tandem SARs.  Tandem SARs may be exercised for all or part of the Shares subject to the related Option upon the surrender of the right to exercise the equivalent portion of the related Option.  A Tandem SAR may be exercised only with respect to Shares for which its related Option is then exercisable.  Notwithstanding any other provision of this Plan to the contrary, with respect to a Tandem SAR granted in connection with an ISO:  (i) the Tandem SAR will expire no later than the expiration of the underlying ISO; (ii) the value of the payout with respect to the Tandem SAR may be for no more than one hundred percent (100%) of the difference between the Option Price of the underlying ISO and the Fair Market Value of the Shares subject to the underlying ISO at the time the Tandem SAR is exercised; and (iii) the Tandem SAR may be exercised only when the Fair Market Value of the Shares subject to the ISO exceeds the Option Price of the ISO.

7.3.            Exercise of Freestanding SARs.  Freestanding SARs may be exercised upon whatever terms and conditions the Committee, in its sole discretion, imposes upon them.

7.4.            SAR Agreement.  Each SAR grant shall be evidenced by an Award Agreement that shall specify the base price, the term of the SAR, and such other provisions as the Committee shall determine.

7.5.            Term of SARs.  The term of a SAR granted under the Plan shall be determined by the Committee, in its sole discretion; provided, however, that such term shall not exceed ten (10) years.

7.6.            Payment of SAR Amount.  Upon exercise of a SAR, a Participant shall be entitled to receive payment from the Company in an amount determined by multiplying:  (i) the difference between the Fair Market Value of a Share on the date of exercise over the base price; by (ii) the number of Shares with respect to which the SAR is exercised.  At the discretion of the Committee, the payment upon SAR exercise may be in cash, in Shares of equivalent value, or in some combination thereof.  The Committee’s determination regarding the form of SAR payout shall be set forth in the Award Agreement pertaining to the grant of the SAR.

7.7.            Termination of Employment.  The Participant shall have the right to exercise the vested portion of a SAR only while such Participant is an Employee, or within three months after such Participant ceases to be an Employee; provided, however, that in the event the employment of the Participant is terminated on account of the Participant’s death, the Participant’s personal representatives, heirs or legatees shall have the right to exercise the vested portion of any SAR held by the Participant at the time of his or her death for one year following the date of death.

7.8.            Nontransferability of SARs.  Except as otherwise provided in a Participant’s Award Agreement, no SAR granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.  Further, except as otherwise provided in a Participant’s Award Agreement, all SARs granted to a Participant under the Plan shall be exercisable during his or her lifetime only by such Participant.

Article 8.  Restricted Stock

8.1.           Grant of Restricted Stock.  Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Shares of Restricted Stock to Participants in such amounts as the Committee shall determine.

8.2.            Restricted Stock Agreement.  Each Restricted Stock grant shall be evidenced by a Restricted Stock Award Agreement that shall specify the Period(s) of Restriction, the number of Shares of Restricted Stock granted, and such other provisions as the Committee shall determine.

8.3.            Transferability.  Except as provided in this Article 8, the Shares of Restricted Stock granted herein may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction established by the Committee and specified in the Restricted Stock Award Agreement.  The end of such Period of Restriction may be conditioned upon the satisfaction of such conditions as are specified by the Committee in its sole discretion and set forth in the Restricted Stock Award Agreement.  All rights with respect to the Restricted Stock granted to a Participant under the Plan shall be available during his or her lifetime only to such Participant.

8.4.            Other Restrictions.  The Committee shall impose such other conditions and/or restrictions on any Shares of Restricted Stock granted pursuant to the Plan as it may deem advisable including, without limitation, a requirement that

Participants pay a stipulated purchase price for each Share of Restricted Stock, restrictions based upon the continued employment of the Participant, the achievement of specific performance goals (Company-wide, divisional, and/or individual), time-based restrictions on vesting following the attainment of the performance goals, and/or restrictions under applicable federal or state securities laws.  Until such time as all conditions and/or restrictions applicable to Shares of Restricted Stock have been satisfied and the Shares vest at the end of the applicable Period of Restriction, they shall be evidenced by a certificate deposited with the Company or its designee, or by a book-entry notation on the records of the Company’s transfer agent.  Except as otherwise provided in this Article 8, Shares of Restricted Stock covered by a Restricted Stock grant made under the Plan shall become freely transferable by the Participant after the last day of the applicable Period of Restriction.

8.5.            Voting Rights.  Participants holding Shares of Restricted Stock granted hereunder may be granted the right to exercise full voting rights with respect to those Shares during the Period of Restriction.

8.6.            Cash Dividends.  During the Period of Restriction, Participants holding Shares of Restricted Stock granted hereunder shall be credited with regular cash dividends paid with respect to the underlying Shares while they are so held.  The Committee may apply any restrictions on the Participant’s receipt of the dividends that the Committee deems appropriate.   Without limiting the generality of the foregoing, if the grant or vesting of Shares of Restricted Stock is intended to be a Section 162(m) Award, the Committee may apply any restrictions it deems appropriate to the payment of dividends declared with respect to such Shares of Restricted Stock, such that the dividends and/or the Shares of Restricted Stock maintain eligibility for the Performance-Based Exception.

8.7.            Termination of Employment.  Each Restricted Stock Award Agreement shall set forth the extent to which the Participant shall have the right to receive unvested Shares of Restricted Stock following termination of the Participant’s employment with the Company.  Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all Shares of Restricted Stock issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination.

8.8.            Section 83(b) Election.  If a Participant makes an election pursuant to Code Section 83(b) with respect to a Restricted Stock Award, the Participant shall be required to promptly file a copy of such election with the Company.

Article 9.  Performance Units, Performance Shares, and Cash-Based Awards

9.1.           Grant of Performance Units/ Shares and Cash-Based Awards.  Subject to the terms of the Plan, Performance Units, Performance Shares, and/or Cash-Based Awards may be granted to Participants in such amounts and upon such terms, and at any time and from time to time, as shall be determined by the Committee.

9.2.            Value of Performance Units/ Shares and Cash-Based Awards.  At the time Performance Units, Performance Shares, and/or Cash-Based Awards are granted, the Committee shall determine, in its sole discretion, one or more performance periods (the “Performance Periods”) and the performance goals to be achieved during the applicable Performance Periods, as well as such other restrictions and conditions as the Committee deems appropriate.  Performance goals for Performance Units, Performance Shares, and/or Cash-Based Awards shall be set using the performance measures set forth in Section 10.  In the case of Performance Units, the Committee shall also determine a target unit value or a range of unit values for each Award.  Each Performance Share shall have an initial value equal to the Fair Market Value of a Share on the Date of Grant.  Each Cash-Based Award shall have such value as may be determined by the Committee.

9.3.            Earning of Performance Units/ Shares and Cash-Based Awards.  Subject to the terms of this Plan, after each applicable Performance Period has ended, the Committee shall determine the extent to which performance goals have been attained or a degree of achievement between minimum and maximum levels with respect to Awards of Performance Units/ Shares and Cash-Based Awards in order to establish the level of payment to be made, if any, and shall certify the results in writing prior to payment of an Award.

9.4.            Form and Timing of Payment of Performance Units/ Shares and Cash-Based Awards.  Payment of earned Performance Units/ Shares and Cash-Based Awards shall be made in a single lump sum following the close of the applicable Performance Period.  Subject to the terms of this Plan, the Committee, in its sole discretion, may pay earned Performance Units/ Shares and Cash-Based Awards in the form of cash or in Shares (or in a combination thereof) which have an aggregate Fair Market Value determined as of the end of the applicable Performance Period equal to the value of the earned Performance Units/ Shares and Cash-Based Awards.  Such Shares may be granted subject to any restrictions deemed appropriate by the Committee.  The determination of the Committee with respect to the form and timing of payout of such Awards shall be set forth in the Award Agreement pertaining to the grant of the Award.

9.5.            Compliance with Code Section 162(m).  In the case of Performance Units, Performance Shares, and/or

Cash-Based Awards granted to Covered Employees that are intended to be Section 162(m) Awards, the Committee shall make all determinations necessary to establish the terms of such Section 162(m) Awards within 90 days of the beginning of the applicable Performance Period (or such other time period required under Code Section 162(m)), including, without limitation, the designation of the Covered Employees to whom such Section 162(m) Awards are made, the performance measures applicable to the Awards and the performance goals that relate to such measures, and the dollar amounts or number of Shares payable upon achieving the applicable performance goals.  As and to the extent required by Code Section 162(m), the provisions of such Section 162(m) Awards must state, in terms of an objective formula or standard, the method of computing the amount of compensation payable to the Covered Employee, and must preclude discretion to increase the amount of compensation payable under the Award (but may permit discretionary decreases in the amount of compensation payable.)

9.6.            Termination of Employment Due to Death, Disability, or Retirement.  Unless determined otherwise by the Committee and set forth in the Participant’s Award Agreement, and except in the case of Section 162(m) Awards, in the event the employment of a Participant is terminated by reason of death, Disability, or Retirement during a Performance Period, the Participant shall receive a pro-rata payout of the Performance Units/ Shares or Cash-Based Awards based on the applicable performance goals which have been achieved for such Awards, if any, as determined by the Committee.  Payment of earned Performance Units/ Shares or Cash-Based Awards shall be made at a time specified by the Committee in its sole discretion and set forth in the Participant’s Award Agreement.  With respect to any Performance Units/ Shares or Cash-Based Awards that were intended to be Section 162(m) Awards, in the event the employment of a Participant is terminated by reason of death or Disability, the Committee may waive the requirement under such Awards held by the Participant that one or more performance goals be achieved as a condition of any payment under such Awards; provided, however, that if any such Award is paid under such circumstances prior to the attainment of the applicable performance goals, the Award will no longer qualify for the Performance-Based Exception.

9.7.            Termination of Employment for Other Reasons.   In the event that a Participant’s employment terminates for any reason other than those reasons set forth in Section 9.6 herein, all Performance Units/ Shares and Cash-Based Awards shall be forfeited by the Participant to the Company unless determined otherwise by the Committee, as set forth in the Participant’s Award Agreement.

9.8.            Nontransferability.  Except as otherwise provided in a Participant’s Award Agreement, Performance Units/ Shares and Cash-Based Awards may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.  Further, except as otherwise provided in a Participant’s Award Agreement, a Participant’s rights under the Plan shall be exercisable during the Participant’s lifetime only by the Participant.

Article 10.  Performance Measures

The performance measure(s) that may be used for purposes of determining the degree of payout and/or vesting with respect to Section 162(m) Awards shall be chosen from among the following (these performance measures may be applied on an absolute or comparative basis, and may be applied to the Company, any Subsidiary or Affiliate, or any division or business unit thereof):

(a) Earnings per share;

(b) Net income (before or after taxes);

(c) Return on assets or return on equity;

(d) Cash flow return on investments, which equals net cash flows divided by owners equity;

(e) Earnings before or after taxes;

(f) Gross revenues; and

(g) Share price (including, but not limited to, growth measures and total stockholder return).

In the case of Awards that are not Section 162(m) Awards, the Committee shall designate performance measures from among the foregoing or such other business criteria as it shall determine in its sole discretion.  If there shall occur an event described in Section 4.2, the Committee shall have the discretion to adjust the performance targets or goals applicable to any outstanding Awards; provided, however, that in the case of a Section 162(m) Award, no such adjustment may be made that would cause such Award to fail to satisfy the Performance-Based Exception.

Article 11.  Forfeiture Conditions

The Committee may provide in an Award Agreement for conditions of forfeiture of a Participant’s rights with respect to such Award in the event of:  (i) the termination of employment of the Participant for “cause” (as defined in an Award Agreement), (ii) the Participant’s breach of such restrictive covenants (e.g., non-competition and confidentiality restrictions) as may apply to the Participant, or (iii) the Participant’s having engaged in an activity that is detrimental to the Company (including, without limitation, criminal activity or accepting employment with a competitor of the Company).  Such conditions of forfeiture may include, in the discretion of the Committee, (a) suspension or cancellation of the Participant’s right to exercise an Option or SAR (whether or not then otherwise exercisable), (b) suspension or cancellation of the Participant’s pending right to receive an issuance of Shares or cash payment in settlement of any Award, (c) the forfeiture of any Shares of Restricted Stock held by the Participant or (d) following the issuance of Shares or payment of cash upon exercise, vesting or payment of an Award, either (1) cancellation of the Shares so issued (and repayment to the Participant of the full purchase price, if any, paid for such shares) or (2) requiring the Participant to pay to the Company in cash an amount equal to the gain realized by the Participant from such Award (measured by the value (on the date of receipt) of any property and/or amount of cash received by the Participant under the Award, to the extent in excess of any amount paid by the Participant).  The Company may deduct from any amounts the Company may owe a Participant from time to time any amounts the Participant may owe the Company under this Article 11 and any related Award Agreements.

Article 12.  Beneficiary Designation

Each Participant under the Plan may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under the Plan is to be paid in case of his or her death before he or she receives any or all of such benefit.  Each such designation shall revoke all prior designations by the same Participant, shall be in a form prescribed by the Company, and will be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime.  In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s estate.

Article 13.  Deferrals

The Committee may permit (upon timely election by the Participant) or require a Participant to defer such Participant’s receipt of the payment of cash or the delivery of Shares that would otherwise be due to such Participant by virtue of the exercise of an Option or SAR, the lapse or waiver of restrictions with respect to Restricted Stock, or the satisfaction of any requirements or goals with respect to Performance Units/ Shares.  If any such deferral election is required or permitted, the Committee shall, in its sole discretion, establish rules and procedures for such payment deferrals in a manner consistent with Code Section 409A and the regulations thereunder.

Article 14.  Rights of Employees

14.1.                      Employment.  Nothing in the Plan shall interfere with or limit in any way the right of the Company or any affiliate to terminate any Participant’s employment at any time, nor confer upon any Participant any right to continue in the employ of the Company or any Affiliate.

14.2.                      Participation.  No Employee shall have the right to be selected to receive an Award under this Plan, or, having been so selected, to be selected to receive a future Award.

14.3             Shareholders.  A Participant shall have no rights as a shareholder with respect to any Shares covered by an Award until the date the Participant becomes the holder of record of the Shares, if any, to which the Award relates.

Article 15.  Amendment, Modification, and Termination

15.1.                      Amendment, Modification, and Termination.  Subject to the terms of the Plan, the Board may at any time and from time to time, alter, amend, suspend or terminate the Plan in whole or in part; provided, however, that no amendment or modification of the Plan shall be effective without the consent of the Company’s stockholders that would (i) change the class of persons eligible to participate under the Plan, (ii) increase the number of Shares reserved for issuance under the Plan or the maximum number of shares subject to Awards under Article 4, hereof, or (iii) allow the grant of Options at an exercise price below Fair Market Value.  In addition, the Board may seek the approval of any amendment or modification by the Company’s stockholders to the extent it deems necessary or advisable in its sole discretion for purposes

of compliance with Code Section 162(m) or Code Section 422, the listing requirements of the New York Stock Exchange or for any other purpose.  No amendment or modification of the Plan shall adversely affect any Award theretofore granted without the consent of the Participant.

15.2.                      Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events.   The Committee may make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 4.2 hereof) affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan; provided that no such adjustment shall be authorized to the extent that it would be inconsistent with a Section 162(m) Award’s meeting the requirements of Code Section 162(m), or cause an Award to be subject to adverse tax consequences under Code Section 409A; and provided further that the Committee’s discretion shall be limited by the provisions of Section 4.2 pertaining to equitable adjustments in connection with equity restructurings.

15.3.                      Compliance with Code Section 162(m).  The Committee shall have the discretion to grant Awards under the Plan which are Section 162(m) Awards and Awards which are not Section 162(m) Awards.  Section 162(m) Awards granted under the Plan shall comply with the Performance-Based Exception from the tax deductibility limitations of Code Section 162(m).

15.4.                      Compliance with Code Section 409A.

(a) Timing of Payment to a Specified Employee.  If any amount shall be payable with respect to any Award hereunder as a result of a Participant’s “separation from service” at such time as the Participant is a “specified employee” and such amount is subject to the provisions of Code Section 409A, then notwithstanding any other provision of this Plan, no payment shall be made, except as permitted under Code Section 409A, prior to the first day of the seventh (7th) calendar month beginning after the Participant’s separation from service (or the date of his or her earlier death). The Company may adopt a specified employee policy that will apply to identify the specified employees for all deferred compensation plans subject to Code Section 409A; otherwise, specified employees will be identified using the default standards contained in the regulations under Code Section 409A.

(b) Separation from Service.  If any amount shall be payable with respect to any Award hereunder as a result of a Participant’s termination of employment or other service and such amount is subject to the provisions of Code Section 409A, then notwithstanding any other provision of this Plan, a termination of employment or other service will be deemed to have occurred only at such time as the Participant has experienced a “separation from service” as such term is defined for purposes of Code Section 409A.

Article 16.  Withholding

16.1.                      Tax Withholding.  The Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy Federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Plan.

16.2.                      Share Withholding.  With respect to withholding required upon the exercise of Options or SARs, upon the lapse of restrictions on Restricted Stock, or upon any other taxable event arising as a result of Awards granted hereunder, Participants may elect, subject to the approval of the Committee, to satisfy the withholding requirement, in whole or in part, by having the Company withhold Shares having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax which could be imposed on the transaction.  All such elections shall be irrevocable, made in writing, signed by the Participant, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.

Article 17.  Indemnification

Each person who is or shall have been a member of the Committee, or of the Board, shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under or in connection with the Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgement in any such action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to

handle and defend it on his or her own behalf.  The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Articles of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

Article 18.  Successors

All obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding on any successor to the Company.

Article 19.  Fundamental Change

In the event of a proposed dissolution or liquidation of the Company, a proposed sale of substantially all of the assets of the Company, a proposed merger or consolidation of the Company with or into any other corporation, regardless of whether the Company is the surviving corporation, or a proposed statutory share exchange involving capital stock of the Company (any of the foregoing referred to as a “Fundamental Change”), the Committee may, but shall not be obligated to do any of the following:

(a) Replacement of Options or SARs.  If the Fundamental Change is a merger or consolidation or statutory share exchange, the Committee may make appropriate provision for the protection of the outstanding Options and SARs by the substitution of options, stock appreciation rights and appropriate voting common stock of the corporation surviving any merger or consolidation or, if appropriate, the parent corporation of the Company or such surviving corporation, in lieu of Options, SARs and capital stock of the Company.

(b) Cancellation of Options or SARs.  At least 30 days prior to the occurrence of the Fundamental Change, declare, and provide written notice to each holder of an Option or SAR of the declaration, that each outstanding Option and SAR, whether or not then exercisable, shall be canceled at the time of, or immediately prior to the occurrence of the Fundamental Change in exchange for payment to each holder of an Option or SAR, within ten days after the Fundamental Change, of cash equal to the product of (i) the amount, if any, by which the Event Proceeds per Share (as defined below) exceeds, in the case of an Option, the Option Price per share of such Option or, in the case of a SAR, the base price per share as of the date of grant, and (ii) the number of Shares subject to such Option or SAR.  At the time of such a declaration, each SAR and each Option shall immediately become exercisable in full and each person holding an Option or a SAR shall have the right, during the period preceding the time of cancellation of the Option or SAR, to exercise the Option as to all or any part of the Shares covered thereby or the SAR in whole or in part, as the case may be.  If such a declaration occurs, each outstanding Option and SAR that has not been exercised prior to the Fundamental Change shall be canceled at the time of, or immediately prior to, the Fundamental Change.  No person holding an Option or a SAR shall be entitled to any payment under this Article 19 if the scheduled term of such Option or SAR expires before the Fundamental Change, or if such payment would be an impermissible acceleration under, or would fail to comply with, the applicable requirements of Code Section 409A and the regulations thereunder.  For purposes of this Article 19, “Event Proceeds per Share” shall mean the cash plus the fair market value, as determined in good faith by the Committee, of the non-cash consideration to be received for each Share by the shareholders of the Company upon the occurrence of the Fundamental Change.

Article 20.  Legal Construction

20.1.                      Severability.  In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

20.2.                      Requirements of Law.  The granting of Awards and the issuance of Shares under the Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

20.3.                      Securities Law Compliance.  With respect to Participants subject to Section 16 of the Exchange Act, transactions under this Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the Exchange Act.  If any provision of this Plan or of any Award Agreement would otherwise frustrate or conflict with the intent expressed in the preceding sentence, that provision to the extent possible shall be interpreted and deemed amended in the manner determined by the Committee so as to avoid the conflict.  To the extent of any remaining irreconcilable conflict with this intent, the provision shall be deemed void as applicable to Participants who are then subject to Section 16 of the Exchange Act.  In addition, no Shares will be issued or transferred pursuant to an Award unless and until all then applicable requirements imposed by federal and state securities and other laws, rules and regulations and by any regulatory agencies having jurisdiction, and by any stock exchanges upon which the Shares may be listed, have been fully met.  As a condition precedent to the issuance of Shares pursuant to the grant or exercise of an Award, the Company may require the Participant to

take any reasonable action to meet such requirements.  The Committee may impose such conditions on any Shares issuable under the Plan as it may deem advisable, including, without limitation, restrictions under the Securities Act of 1933, as amended, under the requirements of any stock exchange upon which such Shares of the same class are then listed, and under any blue sky or other securities laws applicable to such Shares.

20.4.                      Governing Law.  To the extent not preempted by federal law, the Plan, and all agreements hereunder, shall be construed in accordance with and governed by the laws of the state of Illinois.

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