January 9, 2004



Mr. W. Thomas Jagodinski
Delta & Pine Land Company
One Cotton Row
Scott, Mississippi 38772

Mr. Jagodinski:

As you know, Sterling Capital Management controls
approximately 2 million shares of Delta & Pine common stock
- over 5% of the total shares outstanding - making us your
largest shareholder.  We've been owners of the company
since the Summer of 2001.  Over the last few years, we have
been generally pleased with the progress of the company on
several fronts, including the development of new seed
varieties, the progress of the Monsanto lawsuit and the
prospects for DeltaMax and expansion into foreign markets.
We remain enthusiastic about the company's future.

With regard to the company's capital structure, however, we
believe that the time has come for change.  A substantial
cash cushion is no longer needed - if indeed it ever was.
Future funding requirements for technology initiatives such
as DeltaMax and TPS are now well defined.  The maturation
of the U.S. transgenic cotton-seed market has made
forecasting an adequate level of seed inventories much
easier. The impending commercialization agreement with
either Dow or Syngenta will reduce the company's reliance
upon Monsanto.

Building a business without regard to the amount of capital
consumed in the process damages shareholders.  Despite
growing revenues, the dramatic market share gains made by
transgenic technology and improving operating margins,
Delta & Pine's return on capital has steadily declined in
recent years.  This declining return on capital has in turn
led to poor share price performance and an overall public
market valuation well below its potential fair value.

Accordingly, we recommend that management recapitalize the
company by making a tender offer for Delta & Pine shares.
Given the company's current positioning and prospects, we
believe that $250 million should be committed to this end.
Such action would substantially improve the company's
return on capital without either limiting its growth
prospects or impairing its financial flexibility.
Specifically, we estimate that interest coverage would
still exceed 5x while the company's intrinsic value would
increase by more than 20%.







Mr. W. Thomas Jagodinski
January 9, 2004
Page 2



Jag, there are no longer any good excuses to delay a
recapitalization of the company.  Funding the company with
all equity, no long-term debt and a substantial cash
balance is unnecessarily expensive.  Management has a duty
to maximize the company's return on capital, consistent
with achieving reasonable growth and maintaining financial
integrity.  Our proposal would accomplish these objectives
and deserves your serious consideration.  We will call you
within the next week to discuss this proposal at greater
length.

Regards,

STERLING CAPITAL MANAGEMENT LLC



Patrick Rau
Director & Principal

Cc:	Dr. Nam-Hai Chua
Mr. Jon E. M. Jacoby
Mr. Joseph M. Murphy
	Mr. F. Murray Robinson
	Mr. Stanley P. Roth
	Mr. Rudi E. Scheidt