DELTA & PINE LAND CO
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>exh10_1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
                                                               EXHIBIT 10.1

                            AMENDED AND RESTATED
                                 AGREEMENT

     THIS  AMENDED AND  RESTATED  AGREEMENT  is made and entered into as of
August 25,  2006, by and between  Delta and Pine Land Company,  a Delaware
corporation,  with  offices at One Cotton  Row,  Scott,  Mississippi  38772
(hereinafter  called  the  "Corporation")  and W.  T.  Jagodinski,  of 8836
Silverbark  Dr.,  Germantown,   Tennessee   (hereinafter   referred  to  as
"Employee").

     WHEREAS,  the  Corporation  is engaged in the  business  of  breeding,
producing,  conditioning  and marketing cotton planting seed, and maintains
its principal office in Scott, Mississippi; and

     WHEREAS,  the Employee and the Corporation  entered into an employment
agreement  dated  as of  September  1,  1997,  as  modified  by the  letter
agreement,  dated  January 14,  1998,  and the parties  desire to amend and
restate such agreement to reflect the Employee's  current employment status
with the Corporation and to provide other protections to the Employee; and

     WHEREAS, the Corporation desires to secure a non-competition  covenant
from Employee; and

     WHEREAS,  the  parties  to  this  Agreement  believe  it is  in  their
respective  best  interests to amend and restate this agreement and thereby
provide certain additional benefits and considerations in favor of both the
Corporation and the Employee.

     NOW,  THEREFORE,  in consideration  of the mutual covenants  contained
therein,  and other  good and  valuable  considerations,  the  receipt  and
sufficiency  of which is  acknowledged  by and  between  the  parties,  the
parties agree as follows:

                                    I.

                            PURPOSE OF AGREEMENT

     It is the  specific  intent of the parties to outline the  agreed-upon
terms of employment of the Employee.  It is also the specific intent of the
parties to protect the Employee from any adverse  actions  directed  toward
the Employee  resulting from any Change in Control or in  Anticipation of a
Change in Control as the terms are utilized in this Agreement.  The parties
understand  and  acknowledge  that a Change  in  Control  may  take  place.
Accordingly,  this  Agreement  is  entered  into  for the  purpose  of both
providing  for the  continued  employment  of the  Employee  under  current
ownership  circumstances,  and further to protect the Employee in the event
of a Change in  Control  or actions  taken in  Anticipation  of a Change in
Control.  Nothing in this  Agreement  is intended to alter or affect  stock
options which have been granted or which may  hereinafter be granted to the
Employee.

                                    II.

                                 EMPLOYMENT

          1. The Corporation hereby employs,  engages and hires Employee as
the Corporation's President and Chief Executive Officer. The Employee shall
have and agrees to assume primary  responsibility,  subject at all times to
the  reasonable  control of the Board of  Directors,  for  supervising  and
overseeing all functions of the Corporation.

          2. The Employee  agrees to make available to the  Corporation all
of his professional and managerial knowledge and skill, and to provide such
portion  of  his  time  as  may  be  reasonably  required  for  the  proper
fulfillment of his duties.

          3. Employee  shall  perform such other duties as are  customarily
performed by one holding such position in other, same or similar businesses
or enterprises as that engaged in by the Corporation.

          4. Employee shall serve in such additional offices and capacities
to which he may be appointed or elected, from time to time, by the Board of
Directors of the Corporation.

          5.  Employee  agrees  that  he  will  at  all  times  faithfully,
industriously  and to the best of his  reasonable  ability,  experience and
talents  perform  all of the duties  that may be  required  of and from him
pursuant to the expressed terms of this Agreement.

          6. The parties agree that the Employee will perform his duties in
Scott,  Mississippi or Shelby County,  Tennessee, or in such other place or
places as the Corporation  and the Employee shall both agree upon,  subject
to  reasonable  business-related  travel  required  by the  Employer of the
Employee consistent with travel required of other executive officers of the
Corporation.

                                    III.

                                    TERM

          1. The term of this  Agreement  shall be for a period  of two (2)
years from the date hereof.  The Agreement shall  automatically be extended
each day so that at on any  given  date,  the  time  remaining  under  this
contract  shall be for an  additional  two (2) year period,  unless a party
shall have given written  notice to the other party of said party's  intent
to terminate the automatic extensions which otherwise take place daily.

          2. The  parties  agree  that,  except  as a result of a Change in
Control or in Anticipation of a Change in Control, either party can provide
for an early  termination  of this  Agreement upon three (3) months written
notice to the other.  If the Employee gives such notice (except as a result
of Change in  Control  or in  Anticipation  of a Change  in  Control),  the
Corporation  may  elect  to  immediately  terminate  the  Employee  without
providing the employment  benefits otherwise due to the Employee during the
remainder  of the three (3) month  period.  Otherwise,  the  Employee  will
continue to perform his duties as required under this Agreement during said
three  (3)  month  period.  If the  Corporation  elects  to make  an  early
termination  of  employment  (except as a result of Change in Control or in
Anticipation of a Change in Control), then the Employee shall remain in the
employ of the  Corporation for a period of three (3) months and receive all
benefits otherwise payable to him pursuant to this Agreement.

          3. If,  during the term of this  Agreement but before a Change in
Control,  the Employee  shall become unable to perform his duties by reason
of illness or incapacity for a continuous  period of six (6) months, or for
a total of eight (8) months or more  during any twelve  (12) month  period,
then the Corporation  may, at its option,  terminate this Agreement upon 30
days written notice,  and make payment to the Employee of the  compensation
payable to the Employee  pursuant to the terms of this  Agreement as though
the Agreement were  terminated by the Corporation as allowed in paragraph 2
of  this  Section.   The  Corporation  shall  thereafter  have  no  further
obligations to the Employee or liabilities under this Agreement.

                                    IV.

                          COMPENSATION OF EMPLOYEE

     The  Corporation  shall  pay  the  Employee  for  all  services  to be
performed under this Agreement as follows:

          1. Effective as of the date of this  Agreement,  the  Corporation
will pay Employee an annual base salary of $400,000.00.  Compensation shall
be payable in equal monthly installments or more frequently if compensation
is  generally  paid more  frequently  to other  executive  officers  of the
Corporation.  Increases in the annual base compensation shall be considered
annually by the Board of Directors for the  Corporation  and the Employee's
compensation  shall be  subject to upward  adjustment  from time to time as
determined by the Board of Directors of the  Corporation.  Increases in the
Employee's  compensation  will be paid in conformity with the Corporation's
practice for payment of other executive officers of the Corporation as such
practice may be  established  or modified from time to time. The Employee's
compensation may not be reduced.

          2. The Corporation will pay the Employee bonuses  consistent with
standard  practices of the Corporation in paying bonuses to other executive
officers of the Corporation.

          3. The Corporation will provide Employee employee benefits,  such
as group health insurance,  including employee medical plan benefits,  long
term disability,  accidental death and dismemberment,  life insurance,  the
use of a company provided vehicle,  a company provided  cellular  telephone
and all expenses associated  therewith,  participation in retirement plans,
profit  sharing  plans,  401 K plans,  savings  plans and all other  fringe
benefits  upon the same terms as are or shall be granted or made  available
by the Corporation to its other executive officers.

          4. The Employee is expected and  encouraged  from time to time to
incur  expenses for the promotion of the business of the  Corporation.  The
Corporation  shall timely  reimburse  the Employee for all  reasonable  and
necessary   expenses  and   disbursements   incurred  by  Employee  in  the
performance  of his duties in keeping  with past  practices.  The  Employee
shall,  from time to time, but not more  frequently  than weekly,  submit a
report to the Vice  President-  Finance and  Treasurer (or his designee) of
the  Corporation  in a form with such  detail as will  constitute  a proper
record for tax deductible  expenses  together with  necessary  vouchers and
receipts  therefore.  Expenses of a type which are typically  reimbursed to
other  executive  officers  of the  Corporation  shall  be  timely  paid or
reimbursed by the Corporation.

                                    V.

                             CHANGE IN CONTROL

          1.  This  Section  is  intended  to  provide  the  Employee  with
reasonable  protections  against possible adverse  employment  consequences
resulting  from a "Change in  Control" or in  Anticipation  of a "Change in
Control".

          2. Immediately upon a Change in Control (the "CIC Date"),  if the
Employee is employed by the Company or if the  employment  of the  Employee
was  terminated  by the  Corporation  for any reason in  Anticipation  of a
Change in Control, the Corporation shall pay the Employee the following:

          (a) The Corporation  shall  immediately upon the CIC Date pay the
     Employee a lump sum  payment,  in cash,  equal to any salary  payments
     earned but not paid  through the CIC Date plus a pro-rata  bonus equal
     to the  product of (1) the  Employee's  highest  annual  bonus  earned
     (whether  paid or  unpaid)  during any one of the last five (5) fiscal
     years that ended prior to the CIC Date (or, in each case,  such lesser
     period for which annual  bonuses were paid or payable to the Employee)
     (the "Bonus  Amount")  multiplied by (2) a fraction,  the numerator of
     which is the number of days  elapsed from the start of the fiscal year
     in which the Change in  Control  occurs  through  the CIC Date and the
     denominator of which is 365; and

          (b) The Corporation  shall  immediately upon the CIC Date pay the
     Employee  a lump sum  payment,  in cash,  in an amount  equal to three
     times the sum of (1) the Employee's  annual base salary at the rate in
     effect  immediately  prior to the  Change in  Control  (including  all
     amounts of his base salary that are deferred  under the  qualified and
     non-qualified  employee  benefit  plans of the  Company  or any  other
     agreement  or  arrangement)  (the  "Base  Amount")  and (2) the  Bonus
     Amount; and

          (c) The  Corporation  shall pay all premiums on behalf of, and at
     no additional  cost to the  Employee,  for the benefit of the Employee
     and his spouse  and any  dependents,  for 36 months  from the CIC Date
     (regardless  of whether the  employment  of the Employee is terminated
     for any reason),  on all employee benefit  programs and  arrangements,
     including  but not  limited to health  insurance,  including  employee
     medical plan benefits, group life insurance, individual life insurance
     coverage,  accidental  death  and  dismemberment  coverage,  long term
     disability  coverage,  and other  fringe  benefits  or  benefit  plans
     generally afforded other executive officers of the Corporation. If any
     such coverage  cannot be  maintained  because of  requirements  of the
     insurance or other companies providing such benefits,  the Corporation
     shall provide and pay for alternative  coverage providing  essentially
     identical benefits at no additional cost to the Employee. In the event
     that the Employee's employment is terminated for any reason during the
     above  period,  the  remaining  portion  of  such  period  is to be in
     addition  to that  period of time that the  Employee  may elect  COBRA
     coverage under such applicable  benefit plans.  In this regard,  it is
     the  specific  agreement  of  the  parties  that,  if  the  Employee's
     employment  has   terminated,   those  benefits  which  are  typically
     available under COBRA coverage,  at the expense of the Employee,  will
     be  available to the Employee at his expense for a period of 18 months
     following the  expiration  of the 36 months listed above,  even though
     COBRA coverage might otherwise be unavailable as provided by law; and

          (d) For a period  of at least 36 months  following  the CIC Date,
     the Corporation  shall continue to make available,  at its expense,  a
     cellular  telephone  and a  company  vehicle  of the make and model to
     which the Employee is entitled in accordance  with the vehicle  policy
     in effect as of the CIC Date; and

          (e) In lieu of shares of common stock of the Corporation issuable
     upon exercise of outstanding options granted to the Employee under the
     Corporation's  stock option plans, the Employee shall surrender on the
     CIC  Date to the  Corporation  his  rights  in all  outstanding  stock
     options  then  exercisable,  which  are  held by him,  and  upon  such
     surrender  the  Corporation  shall pay the  Employee an amount in cash
     equal to the aggregate  difference,  on a per share basis, between (i)
     the option prices of the shares subject to such  surrendered  options;
     and (ii) the higher of the average  aggregate price per share paid (in
     cash or other  consideration) in connection with any Change in Control
     or the then fair market value of the shares, whichever is greater; and

          (f)  Employee  will  likely be  required  to  employ a  reputable
     national  accounting firm to assist and advise him with respect to his
     finances following a Change in Control. To compensate Employee for the
     costs which he will likely incur, the Corporation will pay to Employee
     at the CIC Date an amount  equal to 20% of the sum of the Base  Amount
     and the Bonus Amount; and

          (g) The  Corporation  shall  continue to cover the Employee under
     its Directors and Officers liability insurance policy in substantially
     the  form  of  coverage  as such  policy  may be in  effect  as to the
     Employee  on the CIC Date,  for the longer of thirty  six (36)  months
     following  the CIC Date or such  period as similar  such  coverage  is
     maintained  by the  Corporation,  its  successors  or assigns  for the
     benefit of former directors and officers,  whichever period is longer;
     and

          (h) For 36 months  following the CIC Date, the Corporation  shall
     continue  to  provide  the  Employee  with  a  reasonable  secretarial
     assistance, a voice mailbox, a laptop computer, an email account and a
     mail drop service.

          (i) The Corporation  shall pay the Employee a lump sum payment in
     an amount equal to  difference  between the present  values of (1) the
     Employee's  retirement  benefit under the Corporation  Retirement Plan
     (the "Retirement  Plan"),  determined on the date of termination as if
     the Employee were credited with an additional  three Years of Credited
     Service  (as such term is defined in the  Retirement  Plan) and annual
     compensation  continued  at the same rate as in effect on the CIC Date
     under the Retirement  Plan and (2) the Employee's  retirement  benefit
     under the Retirement Plan, determined on the date of termination based
     on  the  Employee's   actual  Years  of  Credited  Service  under  the
     Retirement Plan.

          3. The Corporation  shall pay all legal fees and related expenses
(including  the costs of experts,  evidence  and  counsel)  incurred by the
Employee as they become due as a result of the  Employee  seeking to obtain
or enforce any right or benefit provided by this Agreement (including,  but
not limited to, any such fees and expenses  incurred in connection with (i)
the  dispute  and (ii) the  Gross-Up  Payment  whether  as a result  of any
applicable government taxing authority  proceeding,  audit or otherwise) or
by any other plan or arrangement  maintained by the Corporation under which
the Employee is or may be entitled to receive benefits).

          4. In the event that any benefits  provided  and/or payments made
to or on behalf of Employee  pursuant  to this  Section V (other than those
payments  pursuant  to Section V  paragraph 2 (a) and Section V paragraph 2
(b)) are deemed to be taxable to the  Employee  for federal or state income
tax  purposes,  the  Corporation  agrees to tax  protect  such  payments by
grossing up said taxable  amount,  using the highest  marginal  Federal and
State income tax rates in effect  (including  FICA and Medicare  taxes) for
that year and paying to the Employee such additional amounts.  Said payment
amounts shall be calculated  quarterly (on a calendar-year  basis) and paid
to the  Employee by the  fifteenth  day of the second month  following  the
close of each  quarter.  Final  adjustments,  if any, will be made for each
calendar  year by March 15 of the  following  calendar year and paid to the
Employee by that date.

          5.  (a) In the  event it shall  be  determined  that any  payment
     (other than the payment  provided for in this Section) or distribution
     of any type to or for the benefit of the Employee, by the Corporation,
     any of its affiliates,  any person who acquires ownership or effective
     control of the  Corporation  or ownership of a substantial  portion of
     the  Corporation's  assets  (within the meaning of Section 280G of the
     Internal  Revenue  Code of 1986,  as  amended  (the  "Code"),  and the
     regulations  thereunder) or any affiliate of such person, whether paid
     or payable or  distributed or  distributable  pursuant to the terms of
     this Agreement or otherwise (the "Total  Payments"),  would be subject
     to the excise tax imposed by Section  4999 of the Code or any interest
     or  penalties  with  respect  to such  excise  tax (such  excise  tax,
     together  with any  such  interest  and  penalties,  are  collectively
     referred to as the "Excise Tax"),  then the Employee shall be entitled
     to receive an additional  payment (a "Gross-Up  Payment") in an amount
     such that after  payment by the Employee of all taxes  (including  any
     interest or penalties  imposed with respect to such taxes),  including
     any  income  tax,  employment  tax or  Excise  Tax,  imposed  upon the
     Gross-Up  Payment,  the  Employee  retains  an amount of the  Gross-Up
     Payment equal to the Excise Tax imposed upon the Total  Payments.  For
     purposes  of  determining  the  amount of the  Gross-Up  Payment,  the
     Employee shall be deemed to pay federal,  state and local income taxes
     and employment  taxes at the highest  marginal rate of federal,  state
     and local income taxation and employment taxation in the calendar year
     in which the Gross-Up  Payment is to be made and/or the calendar  year
     in which  the CIC  Date  occurs,  as  applicable,  net of the  maximum
     reduction  in  federal  income  taxes  that may be  obtained  from the
     deduction of such state and local taxes.

          (b) All mathematical determinations, and all determinations as to
     whether any of the Total Payments are "parachute payments" (within the
     meaning of Section  280G of the Code),  that are  required  to be made
     under  this  subsection,  including  determinations  as to  whether  a
     Gross-Up Payment is required,  the amount of such Gross-Up Payment and
     amounts relevant to the last sentence of this subsection shall be made
     by an independent  accounting firm selected by the Employee from among
     the  four  largest   accounting   firms  in  the  United  States  (the
     "Accounting  Firm"),   which  shall  provide  its  determination  (the
     "Determination"),   together  with  detailed  supporting  calculations
     regarding  the amount of any Gross-Up  Payment and any other  relevant
     matter,  both to the Corporation and the Employee by no later than ten
     days following the CIC Date, if applicable, or such earlier time as is
     requested by the  Corporation or the Employee.  If the Accounting Firm
     determines  that no Excise Tax is payable  by the  Employee,  it shall
     furnish the Employee and the  Corporation  with an opinion  reasonably
     acceptable to the Employee and the  Corporation  that no Excise Tax is
     payable  (including the reasons  therefor) and that he has substantial
     authority  not to report  any  Excise  Tax on his  federal  income tax
     return. If a Gross-Up Payment is determined to be payable, it shall be
     paid to the Employee within ten (10) days after the Determination (and
     all  accompanying  calculations  and  other  material  supporting  the
     Determination)  is delivered to the  Corporation or the Employee.  Any
     determination  by the  Accounting  Firm  shall  be  binding  upon  the
     Corporation  and the Employee,  absent  manifest error. As a result of
     uncertainty in the application of Section 4999 of the Code at the time
     of the initial  determination by the Accounting Firm hereunder,  it is
     possible that  Gross-Up  Payments not made by the  Corporation  should
     have been made  ("Underpayment"),  or that Gross-Up Payments will have
     been  made  by  the  Corporation  which  should  not  have  been  made
     ("Overpayments").  In either such  event,  the  Accounting  Firm shall
     determine  the  amount of the  Underpayment  or  Overpayment  that has
     occurred.  In  the  case  of  an  Underpayment,  the  amount  of  such
     Underpayment  (together with any interest and penalties payable by the
     Employee as a result of such  Underpayment)  shall be promptly paid by
     the Corporation to or for the benefit of the Employee.  In the case of
     an  Overpayment,  the Employee  shall, at the direction and expense of
     the  Corporation,   take  such  steps  as  are  reasonably   necessary
     (including,  if  reasonable,  the  filing of  returns  and  claims for
     refund),   follow   reasonable   instructions   from,  and  procedures
     established by, the Corporation,  and otherwise  reasonably  cooperate
     with the Corporation to correct such Overpayment,  provided,  however,
     that (i) Employee shall not in any event be obligated to return to the
     Corporation  an amount  greater than the net after-tax  portion of the
     Overpayment that he has retained or has recovered as a refund from the
     applicable  taxing  authorities  and  (ii)  this  provision  shall  be
     interpreted  in a  manner  consistent  with  the  intent  to make  the
     Employee  whole,  on an after-tax  basis,  from the application of the
     Excise Tax, it being  understood that the correction of an Overpayment
     may result in the Employee repaying to the Corporation an amount which
     is less than the Overpayment.  The fees and expenses of the Accounting
     Firm shall be paid by the Corporation.


          6. In the event that the Corporation  determines that the payment
of any amounts under this  Agreement  prior to January 1, 2007 would result
in the  imposition  of an excise  tax under  Section  409A of the  Internal
Revenue  Code  of  1986,  as  amended  (the  "Code"),  and  an  independent
accounting  firm  selected  by the  Employee  from  among the four  largest
accounting firms in the United States agrees with such determination by the
Corporation,  the payment of such amounts  shall be delayed until the first
business day after December 31, 2006 or the CIC Date, whichever is later.

                                    VI.

                              NON-COMPETITION

          1.  Employer  desires  Employee to agree not to compete  with the
Corporation  in the event of the  termination  of  employment  following  a
Change in Control or in  Anticipation  of a Change In Control.  Employer is
not  willing to enter  into this  Agreement  without  such a  covenant.  As
additional  consideration for the agreement of Employer to make payments to
or  otherwise  compensate  Employee  under  this  Agreement,  Employer  has
required  Employee to give a  Non-Competition  Covenant.  Employer  may not
waive the  non-competition  obligations  in this Section and be relieved of
any of its other obligations under this Agreement.

          2. In the event of a Change in  Control or in  Anticipation  of a
Change in Control, for the eighteen-month  period following the termination
of Employee's  employment  with the  Corporation  for any reason,  Employee
shall not,  without the prior written  consent of the Board of Directors of
the  Corporation,  which consent may be withheld at the sole,  absolute and
uncontrolled  discretion of such Board of Directors,  engage or participate
in,  assist  or have an  interest  in,  whether  as an  officer,  director,
partner, owner, employee or otherwise, the operation, management or conduct
of any business or  enterprise  that  engages in the cotton seed  breeding,
production  and marketing  process in the same  geographical  area with any
line of business in which the Corporation is now engaged.

          3. Nothing in this Section shall prohibit Employee from acquiring
or holding, for investment purposes only,  securities or ownership interest
of  any  entity  which  may  compete   directly  or  indirectly   with  the
Corporation.

          4. Nothing in this  Section  shall  prohibit  the  Employee  from
seeking or securing employment with a corporation which has a subsidiary or
affiliate   whose  business   activities   include  cotton  seed  breeding,
production   and   marketing   so  long  as   Employee's   job  duties  and
responsibilities do not require or allow the Employee to directly engage in
any activities which would be in violation of this Section,  and so long as
he  does  not  violate  any  of  his  confidentiality  obligations  to  the
Corporation as referred to in Section VIII.

          5. In the  event  of a  breach  of this  Agreement  by  Employee,
Employer may seek injunctive  relief to prohibit the Employee from engaging
in prohibited competition and/or Employer may initiate legal proceedings to
collect actual damages to Employer  resulting from such breach. A breach by
Employee shall not allow Employer to terminate its  obligations to Employee
under the other provisions of this Agreement.

                                   VII.

                              VII. DEFINITIONS

          1. As used  herein the term  "Change in  Control"  shall mean the
occurrence of any of the following:

          (a) An acquisition  (other than directly from the Company) by any
     "Person" (as the term person is used for purposes of Section  13(d) or
     14(d)  of  the  Securities  Exchange  Act of  1934,  as  amended  (the
     "Exchange Act"),  immediately  after which such Person has "Beneficial
     Ownership"  (within  the meaning of Rule 13d-3  promulgated  under the
     Exchange Act) of twenty percent (20%) or more of the then  outstanding
     common shares ("Shares") or the combined voting power of the Company's
     then outstanding voting securities;  provided, however, in determining
     whether a Change in Control has  occurred  pursuant  to this  Section,
     Shares  or voting  securities  which are  acquired  in a  "Non-Control
     Acquisition"   (as  hereinafter   defined)  shall  not  constitute  an
     acquisition  which  would cause a Change in  Control.  A  "Non-Control
     Acquisition" shall mean an acquisition by (i) an employee benefit plan
     (or a trust forming a part  thereof)  maintained by (A) the Company or
     (B) any  corporation or other Person of which a majority of its voting
     power or its voting  equity  securities  or equity  interest is owned,
     directly  or  indirectly,   by  the  Company  (for  purposes  of  this
     definition, a "Subsidiary"),  (ii) the Company or its Subsidiaries, or
     (iii) any Person in connection  with a "Non-Control  Transaction"  (as
     hereinafter defined);

          (b) The  individuals  who on August 1,  2006 are  members  of the
     Board (the "Incumbent  Board"),  cease for any reason to constitute at
     least two-thirds of the members of the Board; provided,  however, that
     if the election,  or nomination  for election by the Company's  common
     stockholders,  of any new  director was approved by a vote of at least
     two-thirds  of the  Incumbent  Board,  such new  director  shall,  for
     purposes  of this Plan,  be  considered  as a member of the  Incumbent
     Board;  provided  further,   however,  that  no  individual  shall  be
     considered  a  member  of  the  Incumbent  Board  if  such  individual
     initially assumed office as a result of either an actual or threatened
     "Election  Contest" (as described in Rule 14a-11 promulgated under the
     Exchange Act) or other actual or threatened solicitation of proxies or
     consents  by or on behalf of a Person  other  than the Board (a "Proxy
     Contest")  including by reason of any  agreement  intended to avoid or
     settle any Election Contest or Proxy Contest; or

          (c) The consummation of:

               (1) A merger,  consolidation or reorganization  with or into
          the  Company or in which  securities  of the  Company are issued,
          unless  such  merger,   consolidation  or   reorganization  is  a
          "Non-Control Transaction." A "Non-Control Transaction" shall mean
          a  merger,  consolidation  or  reorganization  with or  into  the
          Company or in which securities of the Company are issued where:

                    (A) the stockholders of the Company, immediately before
               such merger,  consolidation or reorganization,  own directly
               or   indirectly    immediately    following   such   merger,
               consolidation  or  reorganization,  at least  fifty  percent
               (50%) of the combined voting power of the outstanding voting
               securities of the corporation  resulting from such merger or
               consolidation    or    reorganization     (the    "Surviving
               Corporation") in substantially  the same proportion as their
               ownership of the voting securities  immediately  before such
               merger, consolidation or reorganization,

                    (B) the  individuals  who were members of the Incumbent
               Board  immediately  prior to the  execution of the agreement
               providing for such merger,  consolidation or  reorganization
               constitute  at least  two-thirds of the members of the board
               of directors of the Surviving Corporation,  or a corporation
               beneficially directly or indirectly owning a majority of the
               voting securities of the Surviving Corporation, and

                    (C) no  Person  other  than  (1) the  Company,  (2) any
               Subsidiary,  (3) any  employee  benefit  plan (or any  trust
               forming  a part  thereof)  that,  immediately  prior to such
               merger,  consolidation or reorganization,  was maintained by
               the  Company  or any  Subsidiary,  or (4)  any  Person  who,
               immediately   prior  to  such   merger,   consolidation   or
               reorganization  had  Beneficial  Ownership of twenty percent
               (20%) or more of the then outstanding  voting  securities or
               Shares, has Beneficial  Ownership of twenty percent (20%) or
               more  of  the  combined   voting  power  of  the   Surviving
               Corporation's  then  outstanding  voting  securities  or its
               common stock.

               (2) A complete liquidation or dissolution of the Company; or

               (3) The sale or other  disposition  of all or  substantially
          all of the  assets of the  Company to any  Person  (other  than a
          transfer to a Subsidiary  or the  distribution  to the  Company's
          stockholders of the stock of a Subsidiary or any other assets).

     Notwithstanding the foregoing, a Change in Control shall not be deemed
to  occur  solely  because  any  Person  (the  "Subject  Person")  acquired
Beneficial  Ownership  of  more  than  the  permitted  amount  of the  then
outstanding  Shares or voting  securities as a result of the acquisition of
Shares or voting securities by the Company which, by reducing the number of
Shares or voting  securities then  outstanding,  increases the proportional
number of shares  Beneficially Owned by the Subject Persons,  provided that
if a Change in Control would occur (but for the operation of this sentence)
as a result  of the  acquisition  of Shares  or  voting  securities  by the
Company,  and after such share  acquisition  by the  Company,  the  Subject
Person  becomes the  Beneficial  Owner of any  additional  Shares or voting
securities which increases the percentage of the then outstanding Shares or
voting securities  Beneficially Owned by the Subject Person,  then a Change
in Control shall occur.

          2.  "Anticipation  of a Change in Control" means any action taken
during the twelve-month period prior to a Change in Control.  Specifically,
the  termination  of the Employee,  other than for cause as defined  below,
during  the  twelve-month  period  prior to a  Change  in  Control  will be
conclusively  presumed  to  constitute  a  termination  of the  Employee in
Anticipation of a Change in Control.

          3. "Cause",  as the term is used with respect to the  termination
of the  Employee for cause,  shall mean a  conviction  of the Employee of a
felony involving moral turpitude.

          4.  "Confidential   Information"  means  (a)  all  technical  and
business  information of the Corporation,  whether patentable or not, which
is of a confidential, trade secret and/or proprietary character and that is
either  developed  by the  Employee  (alone or with others) or to which the
Employee  has had  access  during  his  employment,  (b)  all  confidential
evaluations,  and (c) the confidential use or non-use by the Corporation of
technical or business information in the public domain.

                                   VIII.

                              CONFIDENTIALITY

          1. (a) The Employee shall use his best efforts and diligence both
during and after employment by the Corporation to protect the confidential,
trade secret and/or proprietary character of all Confidential  Information.
The Employee shall not,  directly or  indirectly,  use (for the Employee or
another) or disclose any Confidential Information,  for so long as it shall
remain   proprietary  or  protectible  as   confidential  or  trade  secret
information,  except  as  may  be  necessary  for  the  performance  of the
Employee's duties with the Corporation. The Employee shall promptly deliver
to the Corporation,  at the termination of the Employee's employment, or at
any other time at the Corporation's request,  without retaining any copies,
all documents and other  material in the  Employee's  possession  relating,
directly or indirectly, to any Confidential Information.

          (b) Each of the Employee's obligations in this Section VIII shall
     also  apply  to  the   confidential,   trade  secret  and  proprietary
     information  learned or acquired by the Employee during his employment
     from others with whom the Corporation has a business relationship. The
     Employee understands that he is not to disclose to the Corporation, or
     use  for  its  benefit,  any  of the  confidential,  trade  secret  or
     proprietary  information  of others,  including any of the  Employee's
     former employers.

          (c) In no event shall an asserted  violation of the provisions of
     this Section VIII  constitute a basis for deferring or withholding any
     amounts otherwise payable to the Employee under this Agreement.

                                    IX.

                          MISCELLANEOUS PROVISIONS

          1. This Agreement shall constitute the entire  agreement  between
the  parties and any prior  understanding  or  representations  of any kind
preceding  the date of this  Agreement and shall not be binding upon either
party, except to the extent incorporated in this Agreement.

          2. Any  modification  of this Agreement or additional  obligation
assumed by either party in connection  with this Agreement shall be binding
only if evidenced in writing and signed by the party to be charged.

          3.  It is  agreed  that  this  Agreement  shall  be  governed  by
construed  and  enforced  in  accordance  with  the  laws of the  State  of
Delaware.

          4. Any notice  provided for or concerning this Agreement shall be
in writing and shall be deemed sufficiently given when sent by certified or
registered  mail if sent to the respective  addresses of the parties as set
forth in the  beginning  of this  Agreement.  Either party may give written
notice to the other that the  addresses to be utilized for notice  purposes
have been altered.


<PAGE>


     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.

Delta and Pine Land Company               /s/ W.T. Jagodinski
a Delaware corporation                    ---------------------------------
                                          W.T. Jagodinski

By: /s/ Joseph M. Murphy
    -------------------------------
Name:   Joseph M. Murphy

Title:  Director
        Chair of Comp. Comm.


STATE OF Tennessee
COUNTY OF Shelby

     Personally  appeared  before  me,  W.T.  Jagodinski,  with  whom  I am
personally  acquainted  and who  acknowledged  that he executed  the within
instrument for the purposes therein contained.

     Witness my hand, at office, this 25th day of August, 2006.

     (SEAL)

                                          /s/ Janie Ferrell
                                          ---------------------------------
                                          Notary Public
My commission expires:

     2/10/10
----------------------------


STATE OF New York
COUNTY OF New York

     Before me, a Notary Public in and for said state and county, duly
commissioned and qualified, personally appeared Joseph M. Murphy with whom
I am personally acquainted (or proved to me on the basis of satisfactory
evidence), and who, upon oath, acknowledged himself to be a director and
Chairman of Comp. Comm. of Delta and Pine Land Company, the within named
bargainor, a Delaware corporation, and that he executed the foregoing
instrument for the purpose therein. contained, by signing the name of the
corporation by himself as Chairman Comp. Comm. and Director.

     Witness my hand, at office this 23rd day of August 2006.


     (SEAL)


                                          /s/ Kimberly  Tieng
                                          ---------------------------------
                                          Notary Public
My commission expires:

April 15, 2010
----------------------------

</TEXT>
</DOCUMENT>
