UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549

                           SCHEDULE 14A INFORMATION
                 PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
                     THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X]       Preliminary Proxy Statement

[ ]       Confidential, for Use of the Commission Only (as permitted by
          Rule 14a-6(e)(2))

[ ]       Definitive Proxy Statement

[ ]       Definitive Additional Materials

[ ]       Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                       DELTA AND PINE LAND COMPANY
          -----------------------------------------------------

             (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          -----------------------------------------------------

   (NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of Filing Fee (Check the appropriate box):

[ ]       No fee required.

[X]       Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
          0-11.

1.        Title of each class of securities to which transaction applies:

          Common Stock, par value $0.10 ("D&PL common stock")

2.        Aggregate number of securities to which transaction applies:
          39,243,648 (as of October 6, 2006)

3.        Includes (i) 36,437,131 outstanding shares of D&PL common stock as
          of October 6, 2006; (ii) options to purchase 2,696,512 shares of
          D&PL common stock outstanding as of October 6, 2006 with exercise
          prices below $42.00 per share; (iii) 95,143 shares of D&PL
          restricted common stock issued and outstanding as of October 6,
          2006; and (iv) 14,862 shares of D&PL common stock reserved for
          issuance with respect to outstanding restricted stock units as of
          October 6, 2006.





          Per unit price or other underlying value of transaction computed
          pursuant to Exchange Act Rule 0-11 (set forth the amount on which
          the filing fee is calculated and state how it was determined):

          The filing fee was determined based upon the sum of (a) 36,532,274
          shares of D&PL common stock (including restricted common stock)
          outstanding multiplied by $42.00 per share; (b) 2,696,512 shares of
          D&PL common stock subject to outstanding options with exercise
          prices below $42.00, multiplied by $18.52 per share (which is the
          excess of $42.00 over the weighted average exercise price per share
          of these stock options); and (c) 14,862 shares of D&PL common stock
          issuable pursuant to outstanding restricted stock units multiplied
          by $42.00 per share. In accordance with Section 14(g) of the
          Securities Exchange Act of 1934, as amended, the filing fee was
          determined by multiplying 0.000107 by the sum of the amounts
          calculated pursuant to clauses (a), (b) and (c) of the preceding
          sentence.

4.        Proposed maximum aggregate value of transaction: $1,584,919,114

5.        Total fee paid: $169,586.35

[ ]       Fee paid previously with preliminary materials:

[ ]       Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously.  Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

                1.    Amount Previously Paid:
                2.    Form, Schedule or Registration Statement No.:
                3.    Filing Party:
                4.    Date Filed:

                                     - 2 -





              PRELIMINARY PROXY STATEMENT, SUBJECT TO COMPLETION

                                         , 2006

Dear Stockholder:

     You are cordially invited to attend a special meeting of the stockholders
of Delta and Pine Land Company, which will be held at The Peabody Hotel, 149
Union Avenue, Memphis, Tennessee 38103 on         , 2006, beginning at 10:00
a.m., Central Standard Time.

     At the special meeting, we will ask you to consider and vote on a
proposal to adopt the Agreement and Plan of Merger, dated as of August 14,
2006, among Monsanto Corporation ("Monsanto"), Monsanto Sub, Inc. and Delta
and Pine Land Company ("D&PL," "we," "us," or "our"), providing for the
acquisition of D&PL by Monsanto. If the merger is completed, D&PL will become
a wholly-owned subsidiary of Monsanto, and you will receive $42.00 in cash,
without interest and less any applicable withholding taxes, for each share of
our common stock that you own and you will cease to have an ownership interest
in the continuing business of D&PL. A copy of the merger agreement is attached
as Appendix A to the accompanying proxy statement and you are encouraged to
read it in its entirety.

     After careful consideration, our board of directors has unanimously
approved the merger agreement and determined that the merger and the merger
agreement are advisable and fair to, and in the best interests of, D&PL and
its stockholders. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE
"FOR" THE ADOPTION OF THE MERGER AGREEMENT.

     The proxy statement attached to this letter provides you with information
about the merger and the special meeting. Please read the entire proxy
statement carefully. You may also obtain additional information about us from
documents we filed with the Securities and Exchange Commission.

     Your Vote is Very Important. The merger cannot be completed unless D&PL
stockholders holding a majority of the outstanding shares entitled to vote at
the special meeting of stockholders vote to adopt the merger agreement. If you
do not vote, it will have the same effect as a vote against the adoption of
the merger agreement.

     Whether or not you plan to attend the special meeting in person, please
complete, sign, date and return promptly the enclosed proxy card or vote
electronically via the internet or by telephone. If you hold shares through a
broker, trustee or other nominee, you should follow the procedures provided by
your broker, trustee or nominee. These actions will not limit your right to
vote in person if you wish to attend the special meeting and vote in person.

     If you have any questions or need assistance voting your shares, please
call Georgeson Shareholder Communications, Inc., which is assisting us, toll
free at (866) 296-6841.

     On behalf of our board of directors, I thank you in advance for your
cooperation and continued support.

On behalf of your board of directors,

Jon E. M. Jacoby
Chairman of the Board

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE MERGER, PASSED UPON THE
MERITS OR FAIRNESS OF THE MERGER OR PASSED UPON THE ADEQUACY OR ACCURACY OF
THE DISCLOSURE IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

      This proxy statement is dated          , 2006 and is first being
           mailed to stockholders on or about           , 2006.





                   NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
                         TO BE HELD ON          , 2006

TO THE STOCKHOLDERS OF DELTA AND PINE LAND COMPANY:

     NOTICE IS HEREBY GIVEN that the special meeting of stockholders of Delta
and Pine Land Company will be held at The Peabody Hotel, 149 Union Avenue,
Memphis, Tennessee 38103 on           , 2006, beginning at 10:00 a.m., Central
Standard Time, for the following purposes:

1.   ADOPTION OF THE MERGER AGREEMENT WITH MONSANTO CORPORATION.  To
consider and vote on a proposal to adopt the Agreement and Plan of Merger,
dated as of August 14, 2006, among Monsanto Corporation, Monsanto Sub, Inc.
and Delta and Pine Land Company.

2.   ADJOURNMENT OR POSTPONEMENT OF THE SPECIAL MEETING.  To approve the
adjournment or postponement of the special meeting, if necessary or
appropriate, to solicit additional proxies if there are insufficient votes at
the time of the meeting to adopt the merger agreement.

3.   OTHER MATTERS.  To transact such other business as may properly come
before the meeting or any properly reconvened meeting following any
adjournment or postponement thereof.

     Only stockholders of record of our common stock as of the close of
business on         , 2006 will be entitled to notice of, and to vote at, the
special meeting and any adjournment or postponement of the special meeting.
Holders of D&PL common stock are entitled to appraisal rights under the
Delaware General Corporation Law in connection with the merger if they meet
certain conditions. See "Appraisal Rights" on page 62.

     Your vote is important, regardless of the number of shares of our common
stock you own. The adoption of the merger agreement requires the affirmative
vote of the holders of a majority of the outstanding shares of our common
stock entitled to vote as of the record date. The approval of the proposal to
adjourn or postpone the meeting, if necessary or appropriate, to permit
further solicitation of proxies requires the affirmative vote of a majority of
the votes cast at the special meeting. Even if you plan to attend the meeting
in person, we request that you complete, sign, date and return the enclosed
proxy card and thus ensure that your shares will be represented at the meeting
if you are unable to attend. If you sign, date and mail your proxy card
without indicating how you wish to vote, your vote will be counted as a vote
"FOR" the adoption of the merger agreement, "FOR" the proposal to adjourn or
postpone the meeting, if necessary or appropriate, to permit further
solicitation of proxies, and in accordance with the recommendation of our
board of directors on any other matters properly brought before the meeting
for a vote. You may also vote your shares by proxy using a toll-free number or
the internet. We have provided instructions on the proxy card for using these
convenient services.

     If you fail to vote by proxy or in person, it will have the same effect
as a vote against the adoption of the merger agreement, but will not affect
the adjournment or postponement of the special meeting, if necessary or
appropriate, to permit further solicitation of proxies. If you are a
stockholder of record and wish to vote in person at the special meeting, you
may withdraw your proxy and vote in person.

     Please carefully read the proxy statement and other material concerning
our company, the merger and the other proposals enclosed with this notice for
a more complete statement regarding the matters to be acted upon at the
special meeting.

            PLEASE DO NOT SEND ANY STOCK CERTIFICATES AT THIS TIME.

By order of the board of directors,
Jerome C. Hafter
Secretary

          , 2006





                              TABLE OF CONTENTS
                              -----------------

                                                                          PAGE
                                                                          ----

SUMMARY......................................................................1
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER...............5
CAUTION REGARDING FORWARD-LOOKING STATEMENTS................................11
THE SPECIAL MEETING OF STOCKHOLDERS.........................................12
  Date, Time and Place......................................................12
  Purpose of the Special Meeting............................................12
  Recommendation of Our Board of Directors..................................12
  Record Date; Stock Entitled To Vote; Quorum...............................12
  Vote Required.............................................................12
  Voting of Proxies.........................................................13
  Revocability of Proxies...................................................13
  Solicitation of Proxies...................................................14
  Assistance................................................................14
  Other Business............................................................14
THE PARTIES TO THE MERGER AGREEMENT.........................................16
  General...................................................................16
  Past Contacts, Transactions or Negotiations...............................16
THE MERGER..................................................................18
  Background of the Merger..................................................18
  Our Reasons for the Merger................................................21
  Recommendation of Our Board of Directors..................................24
  Opinion of D&PL's Financial Advisor.......................................24
  Certain Effects of the Merger.............................................28
  Effects on Us if the Merger is Not Completed..............................29
  Interests of Certain Parties in the Merger................................30
  Appraisal Rights..........................................................36
  Delisting and Deregistration of Our Common Stock..........................36
  Accounting Treatment......................................................36
  Material United States Federal Income Tax Consequences of the Merger......36
  Regulatory Approvals......................................................38
PROPOSAL 1 - THE MERGER AGREEMENT...........................................40
  The Merger................................................................40
  Timing of the Merger......................................................40
  Directors and Officers of Surviving Corporation...........................40
  Consideration to be Received by the Company's Stockholders in the Merger..40
  Payment for Shares........................................................40
  Treatment of Stock Options and Company Awards.............................41
  Representations and Warranties............................................41
  Covenants of D&PL.........................................................44
  Covenants of Monsanto and Monsanto Sub, Inc...............................50
  Covenants of Monsanto and Us..............................................51
  Conditions to the Merger..................................................54
  Termination of the Merger Agreement.......................................55
  Effect of Termination.....................................................56
  Amendment, Extension and Waiver...........................................60
  Specific Performance......................................................60
  Miscellaneous.............................................................60
APPRAISAL RIGHTS............................................................62
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT..............64
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..............................66
PROPOSAL 2 - ADJOURNMENT OR POSTPONEMENT OF THE SPECIAL MEETING.............67
OTHER MATTERS...............................................................68
FUTURE STOCKHOLDER PROPOSALS................................................69

                                     - i -





                              TABLE OF CONTENTS
                              -----------------
                                 (continued)
                                                                          PAGE
                                                                          ----

  Stockholder Proposals.....................................................69
  Nomination of Director Candidates.........................................69
  Copy of Bylaw Provisions..................................................69
WHERE YOU CAN FIND MORE INFORMATION.........................................70
INCORPORATION BY REFERENCE..................................................71
APPENDIX A       AGREEMENT AND PLAN OF MERGER................................A
APPENDIX B       OPINION OF UBS SECURITIES LLC DATED AUGUST 14, 2006.........B
APPENDIX C       APPRAISAL RIGHTS............................................C

                                    - ii -





                                    SUMMARY

     This summary  highlights  selected  information from this proxy statement
and may not  contain  all of the  information  that is  important  to you.  To
understand the merger fully, and for a more complete  description of the legal
terms of the merger,  you should  carefully read this entire proxy  statement,
the appendices  attached to this proxy statement and the documents to which we
refer.  The  Agreement  and Plan of  Merger,  which we refer to as the  merger
agreement, dated as of August 14, 2006, among Monsanto, Monsanto Sub, Inc. and
D&PL, is attached as Appendix A to this proxy statement. We have included page
references in parentheses to direct you to the appropriate place in this proxy
statement  for a more  complete  description  of the topics  presented in this
summary.

THE PARTIES TO THE MERGER AGREEMENT (PAGE 16)

     D&PL, a Delaware corporation,  and our subsidiaries are primarily engaged
in  the  breeding,  production,  conditioning  and  marketing  of  proprietary
varieties  of cotton  planting  seed in the  United  States  and other  cotton
producing  nations.  We also  breed,  produce,  condition  and market  soybean
planting seed in the United States.

     Monsanto,  along with its  subsidiaries,  is a leading global provider of
agricultural  products for  farmers.  Monsanto  produces  leading seed brands,
including  DEKALB(R),  ASGROW(R),  SEMINIS(R) and STONEVILLE(R),  and develops
biotechnology  traits that assist  farmers in  controlling  insects and weeds.
Monsanto provides other seed companies with genetic material and biotechnology
traits for their seed brands.  Monsanto also manufactures ROUNDUP(R) herbicide
and other  herbicides.  Monsanto's  seeds,  biotechnology  trait  products and
herbicides  provide growers with solutions that improve  productivity,  reduce
the costs of farming,  and produce  healthier  foods for  consumers and better
feed for animals.  Monsanto also provides  lawn-and-garden  herbicide products
for the  residential  market  and  animal  agricultural  products  focused  on
improving  dairy cow  productivity  and swine genetics.  Monsanto  manages its
business in two segments:  Seeds and Genomics, and Agricultural  Productivity.
The Seeds  and  Genomics  segment  consists  of the  global  seeds and  traits
businesses and genetic  technology  platforms.  The Agricultural  Productivity
segment  consists  of the  crop  protection  products  (ROUNDUP(R)  and  other
glyphosate-based  herbicides and selective  chemistries),  animal  agriculture
businesses and lawn-and-garden herbicide products.

     Monsanto  Sub,  Inc., a Delaware  corporation,  is a direct  wholly-owned
subsidiary  of Monsanto,  formed  solely for the purpose of  facilitating  the
merger.

THE MERGER (PAGE 18)

     You are being asked to vote to adopt a merger agreement providing for the
acquisition of D&PL by Monsanto.  Upon the terms and subject to the conditions
contained  in  the  merger  agreement,  Monsanto  Sub,  Inc.,  a  wholly-owned
subsidiary of Monsanto,  will be merged with and into D&PL. As a result of the
merger,  we will  cease to be a  publicly  traded  company  and will  become a
wholly-owned subsidiary of Monsanto.

MERGER CONSIDERATION (PAGE 40)

     If the merger is  completed,  each  holder of shares of our common  stock
outstanding  immediately  prior to the merger  (other than us,  Monsanto,  any
subsidiary  of  Monsanto  and  any  holder  who is  entitled  to and  properly
exercises  appraisal  rights in compliance with the required  procedures under
the Delaware General Corporation Law, or the DGCL) will be entitled to receive
$42.00 per share in cash,  without  interest and less  applicable  withholding
taxes, or the merger consideration.  Monsanto is the only holder of our Series
M  Convertible  Non-Voting  Preferred  Stock,  or the  preferred  stock.  Upon
completion of the merger, the preferred stock will be cancelled and no payment
will be made to Monsanto with respect to the preferred stock.

EFFECT ON STOCK OPTIONS, RESTRICTED STOCK AND RESTRICTED STOCK UNITS (PAGE 41)

     Upon completion of the merger:

o    each holder of an  outstanding  stock option to purchase our common stock
     whether or not vested,  will be entitled to receive a cash payment  (less
     withholding  taxes) equal to the excess of the merger  consideration over
     the  exercise  price  per share of the stock  option,  multiplied  by the
     number of shares of common stock subject to the stock option; and



o    each holder of an outstanding  equity award,  including  restricted stock
     and restricted  stock units but excluding  stock options,  whether or not
     vested,  will be entitled  to receive a cash  payment  (less  withholding
     taxes and without interest) equal to the merger  consideration in respect
     of each share of common stock represented by these awards.

     Upon completion of the merger,  all of the outstanding  stock options and
other  outstanding   equity  awards,   including  all  outstanding  shares  of
restricted  stock  and all  restricted  stock  units,  will be  cancelled  and
terminated.

CONDITIONS TO THE MERGER (PAGE 54)

     We and  Monsanto  will  not  complete  the  merger  unless  a  number  of
conditions are satisfied or waived,  as applicable,  including the adoption by
our stockholders of the merger agreement, and the expiration or termination of
any applicable waiting period in the United States under the Hart-Scott-Rodino
Antitrust  Improvements Act of 1976, as amended, or the HSR Act, and under the
competition laws of Spain.

EFFECTIVE TIME OF THE MERGER (PAGE 40)

     If our stockholders  adopt the merger  agreement,  the merger will become
effective no later than the third business day after the other  conditions set
forth in the merger  agreement  have been satisfied or waived or at such other
time as we and Monsanto may agree in writing.

TERMINATION OF THE MERGER AGREEMENT (PAGE 55)

     Subject to certain limitations set forth in the merger agreement,  either
we or Monsanto can terminate the merger agreement under certain circumstances,
including if the other party breaches any of its representations,  warranties,
covenants  or  agreements  in a manner  that  would  result in the  failure of
certain closing  conditions set forth in the merger agreement to be satisfied,
or if the merger is not completed by a specified date.  Monsanto can terminate
the merger agreement if our board of directors withdraws,  modifies or changes
its  recommendation  or  approval of the merger  agreement  or the merger in a
manner adverse to Monsanto,  if our board of directors  approves,  endorses or
recommends an acquisition transaction other than the Monsanto merger or if our
stockholders do not approve the merger agreement.  We can terminate the merger
agreement  prior to the date of the  special  meeting in order to enter into a
definitive  acquisition  agreement  with a  third  party  that  our  board  of
directors has determined,  in good faith after  consultation  with our outside
legal counsel and our financial advisor, is more favorable to our stockholders
than  the  merger  with  Monsanto,  which we refer  to  herein  as a  superior
proposal,  provided  that prior to any such  termination,  we must comply with
certain  terms set forth in the merger  agreement  which are described in this
proxy statement.

NO SOLICITATION OF OTHER OFFERS (PAGE 47)

     The merger  agreement  does not permit us to  solicit  other  acquisition
proposals.  Prior to the date of the  special  meeting,  we are  permitted  to
respond  to a  bona  fide  unsolicited  written  acquisition  proposal  from a
credible   third  party  that  is  not  subject  to  any  material   financing
uncertainties and that our board of directors  determines in good faith, after
consultation with our outside legal counsel and our financial advisor,  is, or
could reasonably  result in, a superior  proposal.  In addition,  prior to the
date of the special  meeting,  we may terminate the merger agreement and enter
into an agreement in respect of a superior proposal, so long as such action is
taken in response to a bona fide unsolicited written acquisition proposal from
a  credible  third  party  that  is  not  subject  to any  material  financing
uncertainties and that our board of directors  determines in good faith, after
consultation  with our outside legal counsel and our financial  advisor,  is a
superior proposal.  We may only enter into such an agreement and terminate the
merger  agreement after  furnishing to Monsanto three business days' notice of
our intention to enter into an agreement in respect of a superior proposal and
furnishing Monsanto the opportunity to improve the terms of its offer.

                                     - 2 -





RECOMMENDATION OF OUR BOARD OF DIRECTORS (PAGE 24)

     After due  discussion and due  consideration,  our board of directors has
unanimously  approved  the merger  agreement  and  determined  that the merger
agreement and the merger are advisable and fair to, and in the best  interests
of, D&PL and our stockholders. ACCORDINGLY, OUR BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS THAT YOU VOTE "FOR" THE ADOPTION OF THE MERGER AGREEMENT.

REASONS FOR THE MERGER (PAGE 21)

     In making  its  recommendation  that you vote "FOR" the  adoption  of the
merger agreement,  our board of directors  considered a number of factors more
fully described under the caption entitled "Our Reasons for the Merger."

SPECIAL MEETING; QUORUM; MERGER VOTE (PAGE 12)

     We will hold the special meeting at The Peabody Hotel,  149 Union Avenue,
Memphis,  Tennessee 38103 on 2006,  beginning at 10:00 a.m.,  Central Standard
Time. The holders of a majority of the outstanding  shares of our common stock
entitled to vote must be present,  either in person or by proxy, to constitute
a quorum at the special  meeting.  The vote  required  to approve  Proposal 1,
adoption of the merger agreement,  is the affirmative vote of the holders of a
majority  of the shares of our common  stock  issued  and  outstanding  on the
record date for the special meeting, and the vote required to approve Proposal
2, approval of the  adjournment or  postponement  of the special  meeting,  if
necessary or appropriate,  to solicit additional  proxies,  is the affirmative
vote of a majority of the votes cast at the special meeting.

OPINION OF D&PL'S FINANCIAL ADVISOR (PAGE 24 AND APPENDIX B)

     In connection with the merger,  our board of directors received a written
opinion from our  financial  advisor,  UBS  Securities  LLC, or UBS, as to the
fairness,  from a financial  point of view and as of the date of such opinion,
of the merger  consideration  to be  received  by holders of our common  stock
(other than Monsanto, Monsanto Sub, Inc. and their respective affiliates). The
full text of UBS' written opinion,  dated August 14, 2006, is attached to this
proxy  statement as Appendix B. Holders of D&PL common stock are encouraged to
read  this  opinion  carefully  in  its  entirety  for a  description  of  the
assumptions made,  procedures followed,  matters considered and limitations on
the review undertaken.  UBS' OPINION WAS PROVIDED TO OUR BOARD OF DIRECTORS IN
CONNECTION  WITH ITS EVALUATION OF THE MERGER  CONSIDERATION  FROM A FINANCIAL
POINT OF VIEW,  AND DOES NOT ADDRESS  ANY OTHER  ASPECT OF THE MERGER AND DOES
NOT CONSTITUTE A  RECOMMENDATION  TO ANY  STOCKHOLDER AS TO HOW TO VOTE OR ACT
WITH RESPECT TO THE MERGER.

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER (PAGE 36)

     For U.S.  federal  income tax  purposes,  the merger will be treated as a
sale of the shares of our common  stock for cash by each of our  stockholders.
As a result, in general, each stockholder will recognize gain or loss equal to
the difference,  if any, between the amount of cash received in the merger and
such stockholder's adjusted tax basis in the shares surrendered.  Such gain or
loss will be capital  gain or loss if the shares of common  stock  surrendered
are held as a  capital  asset in the  hands  of the  stockholder,  and will be
long-term  capital  gain or loss if the shares of common  stock have a holding
period of more than one year at the time of the merger. Stockholders are urged
to consult their own tax advisors as to the  particular  tax  consequences  to
them of the merger.

INTERESTS OF CERTAIN PARTIES IN THE MERGER (PAGE 30)

     Certain parties may have interests in the merger that are different from,
or in addition to, yours, including the following:

o    our directors and executive officers hold stock options, restricted stock
     and  restricted  stock  units which will vest and be  converted  into the
     right to receive  $42.00  (net of any  exercise  price) for each share of
     common stock represented by these awards upon completion of the merger;

o    we have entered into agreements with each of our executive  officers that
     provide for payments  upon a change in control,  or upon  termination  of
     employment  following a change in control,  and for the

                                     - 3 -





     continuation  of certain  payments  and  benefits  in order to induce the
     executive to remain in our employ,  the  aggregate  cost of which will be
     approximately  $21.5  million  as  further  discussed  under the  caption
     entitled "Interests of Certain Parties in the Merger",  and to ensure his
     or her continued  dedication and efforts without undue concern for his or
     her personal financial and employment security; and

o    under  the  merger   agreement,   our  officers  and  directors  will  be
     indemnified  by Monsanto  and us against  certain  liabilities  and we or
     Monsanto  will  maintain in effect  directors'  and  officers'  liability
     insurance on behalf of those directors and officers.

     Our board of directors was aware of these interests and considered  them,
among other matters, in making its decisions.

APPRAISAL RIGHTS (PAGE 62 AND APPENDIX C)

     Pursuant  to section 262 of the DGCL our  stockholders  have the right to
dissent  from  the  merger  and  receive  a cash  payment  for the  judicially
determined  fair value of their  shares of our common  stock.  The  judicially
determined  fair value under  section 262 could be greater  than,  equal to or
less than the $42.00 per share that our  stockholders  are entitled to receive
in the merger.  Stockholders that wish to exercise their appraisal rights must
not vote in favor of the adoption of the merger  agreement  and must  strictly
comply with all of the procedures required by the DGCL.

REGULATORY APPROVALS (PAGE 38)

     The merger is subject to the HSR Act. On August 28, 2006, we and Monsanto
each filed the required  notification  and report forms under the HSR Act with
the Federal Trade  Commission,  or the FTC, and the Antitrust  Division of the
U.S. Department of Justice,  or the Antitrust  Division,  and on September 27,
2006, the Antitrust  Division issued a request for additional  information and
documentary  material,  which is  referred to as a second  request,  to us and
Monsanto.  We and  Monsanto  will also be required  to obtain  approval of the
merger from  governmental  competition  authorities in Spain, and on September
19, 2006, Monsanto filed the required  notification in Spain on behalf of both
parties. The merger may be subject to certain regulatory requirements of other
municipal,  state, federal and foreign governmental  agencies and authorities.
The merger agreement that we had entered into with Monsanto on May 8, 1998 was
not  completed  because  in  1999  Monsanto  terminated  its  efforts  to gain
government  approval of the merger by withdrawing its pre-merger  notification
filed pursuant to the HSR Act. Although there can be no assurances,  our board
of directors  concluded,  after consulting with legal counsel,  that antitrust
approvals are  reasonably  likely to be obtained for this merger.  In reaching
this  conclusion,  our  board  of  directors  took  into  consideration,   (i)
Monsanto's commitments under the merger agreement, including the obligation to
promptly  offer to divest the United States  cottonseed  business  acquired by
Monsanto in 2005, which  encompasses the  STONEVILLE(R)  and NEXGEN(R) brands,
and (ii) the  incentive for Monsanto to obtain the  requisite  approvals  with
respect to antitrust and  competition  law matters created by the $600 million
termination  fee payable to us by  Monsanto in the event that these  approvals
are not obtained, as more fully described in this proxy statement.

                                     - 4 -





        QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

     The following questions and answers are intended to address some commonly
asked questions  regarding the special meeting and the proposed merger.  These
questions and answers may not address all  questions  that may be important to
you  as  our  stockholder.  Please  refer  to the  more  detailed  information
contained  elsewhere in this proxy  statement,  the  appendixes  to this proxy
statement and the documents referred to in this proxy statement.

Q:   WHAT IS THE DATE, TIME AND PLACE OF THE SPECIAL MEETING?

A:   The  special  meeting  of our  stockholders  will be held at The  Peabody
Hotel, 149  Union  Avenue,  Memphis,  Tennessee  38103  on             , 2006,
beginning at 10:00 a.m., Central Standard Time.

Q:   WHO IS SOLICITING MY PROXY?

A:   This proxy is being solicited by D&PL.

Q:   WHAT AM I BEING ASKED TO VOTE ON?

A:   You are being asked to consider and vote on the following:

     o    Proposal 1, adoption of the merger agreement;

     o    Proposal  2,  approval of the  adjournment  or  postponement  of the
          special meeting, if necessary or appropriate,  to solicit additional
          proxies if there are  insufficient  votes at the time of the meeting
          to adopt the merger agreement; and

     o    the  transaction of any other business that may properly come before
          the special meeting or any properly reconvened meeting following any
          adjournments or postponements thereof.

Q:   WHAT IS THE PROPOSED TRANSACTION?

A:   Once the merger  agreement  has been adopted by our  stockholders and the
other closing  conditions  have been  satisfied or waived,  we will merge with
Monsanto Sub,  Inc.,  and Monsanto will be our sole  stockholder.  Each of our
stockholders  (other than us,  Monsanto,  any  subsidiary  of Monsanto and any
stockholder  who is entitled to and  properly  exercises  appraisal  rights in
compliance  with the required  procedures  under the DGCL) will receive $42.00
per share in cash,  without interest and less any applicable  withholding tax,
for each share of our common stock they own.

Q:   HOW DOES OUR BOARD OF DIRECTORS RECOMMEND THAT I VOTE?

A:   Our board of directors unanimously recommends that you vote:

     o    "FOR" Proposal 1, the adoption of the merger agreement; and

     o    "FOR" Proposal 2, the approval of the adjournment or postponement of
          the  special  meeting,  if  necessary  or  appropriate,  to  solicit
          additional  proxies if there are  insufficient  votes at the time of
          the meeting to adopt the merger agreement.

Q:   WHAT VOTE OF OUR STOCKHOLDERS IS REQUIRED TO APPROVE THE PROPOSALS?

A:   The votes required to approve the proposals are as follows:

     o    Proposal  1, the  adoption  of the  merger  agreement  requires  the
          affirmative  vote of the  holders of a majority of the shares of our
          common  stock  issued and  outstanding  on the  record  date for the
          special meeting; and

                                     - 5 -


o    Proposal  2, the  approval  of the  adjournment  or  postponement  of the
     special  meeting,  if necessary  or  appropriate,  to solicit  additional
     proxies  requires the affirmative vote of a majority of the votes cast at
     the special meeting.

Q:   WHO IS ENTITLED TO VOTE AT THE SPECIAL MEETING?

A:   Only stockholders of record as of the close of business on        , 2006,
the record date for the special meeting, are entitled to receive notice of and
to vote at the special meeting. You will have one vote at the special meeting
for each share of our common stock you owned at the close of business on the
record date.  On the record date,      shares of our common stock, held by
approximately        holders of record, were outstanding and entitled to be
voted at the special meeting.

Q:   HOW MANY SHARES MUST BE PRESENT OR REPRESENTED AT THE SPECIAL  MEETING IN
ORDER TO CONDUCT BUSINESS?

A:   Holders of a majority of the shares of our common  stock entitled to vote
must be  present  in person or  represented  by proxy  before we may  transact
business at the special meeting.  This is called a "quorum".  Both abstentions
and broker  non-votes  (which are discussed below) are counted for the purpose
of determining the presence of a quorum.

Q:   WHAT DO I NEED TO DO NOW? HOW DO I VOTE?

A:   We urge  you to read  this  proxy  statement, including  its  appendices,
carefully,  and  to  consider  how  the  merger  affects  you.  If  you  are a
stockholder  of record,  then you can ensure that your shares are voted at the
special meeting by taking one of the following actions:

     o    complete,  sign,  date and mail each  proxy card  accompanying  this
          proxy statement and return it in the envelope provided;

     o    using  a  touch-tone  telephone,  call  toll  free       and  follow
          the  instructions.  When asked for your voter control number,  enter
          the  number  printed  just above your name on the front of the proxy
          card  accompanying  this proxy  statement.  Your  telephone  vote is
          quick,  confidential and immediate.  Please note that all votes cast
          by telephone  must be  completed  and  submitted  prior to , 2006 at
          Central  Standard Time.  Your  telephone  vote  authorizes the named
          proxies  to vote your  shares to the same  extent as if you  marked,
          signed, dated and returned the proxy card. If you vote by telephone,
          please do not return your proxy card by mail; or

     o    visit        the        internet        voting        site        at
          http://www.illinoisstocktransfer.com  and follow the instructions on
          the screen.  When prompted for your voter control number,  enter the
          number  printed  just above your name on the front of the proxy card
          accompanying  this proxy  statement.  Your  internet  vote is quick,
          confidential  and  immediate.  Please  note that all  votes  cast by
          internet must be completed and submitted  prior to            , 2006
          at         Central  Standard Time.  Your  internet  vote  authorizes
          the named  proxies to vote your  shares to the same extent as if you
          marked,  signed,  dated  and  returned  the  proxy  card.  This is a
          "secured" web page site. Your software and/or internet provider must
          be  "enabled"  to access  this site.  Please  call your  software or
          internet provider for further  information if needed. If you vote by
          internet, please do not return your proxy card by mail.

Please do NOT send in your stock certificates at this time.

     If your  shares of our  common  stock are held in  "street  name" by your
broker,  trustee  or other  nominee  be sure to give your  broker,  trustee or
nominee instructions on how you want to vote your shares because they will not
be able to vote on the merger proposal without  instructions from you. See the
question  below "If my  broker,  trustee or other  nominee  holds my shares in
`street name,' will it vote my shares for me?"

                                     - 6 -





Q:   HOW ARE VOTES COUNTED?

A:   For Proposal 1, the adoption of the merger agreement, you may vote "FOR,"
"AGAINST"  or  "ABSTAIN."  An  abstention  will not  count  as a vote  cast on
Proposal 1 but will count for the purpose of  determining  whether a quorum is
present.  As a  result,  if you  "ABSTAIN"  it has the same  effect  as a vote
"AGAINST" the adoption of the merger agreement.

     For Proposal 2, the approval of the  adjournment or  postponement  of the
meeting, if necessary or appropriate,  to solicit additional proxies,  you may
vote "FOR,"  "AGAINST" or "ABSTAIN."  An  abstention  will not count as a vote
cast on  Proposal 2 but will count for the  purpose of  determining  whether a
quorum is present. If you "ABSTAIN" from voting on Proposal 2, it will have no
effect on the outcome of the vote.

     If you sign and  return  your proxy but do not  indicate  how you want to
vote,  your proxy  will be voted  "FOR"  Proposal  1,  adoption  of the merger
agreement,  "FOR" Proposal 2, approval of the  adjournment or  postponement of
the special  meeting,  if  necessary  or  appropriate,  to solicit  additional
proxies,  and in accordance with the  recommendation of our board of directors
on any other matters properly brought before the special meeting for a vote.

Q:   IF MY  BROKER,  TRUSTEE  OR OTHER  NOMINEE  HOLDS MY SHARES  IN  "STREET
NAME," WILL IT VOTE MY SHARES FOR ME?

A:   Yes,  but only if  you  provide  specific  instructions  to your  broker,
trustee or nominee on how to vote. You should follow the  directions  provided
by your broker,  trustee or nominee  regarding  how to instruct that person to
vote your  shares.  Unless you follow the  instructions,  your shares will not
be voted.  If your  broker,  trustee  or  nominee  does not vote  your  shares
because  you fail to provide  voting  instructions,  the effect will be a vote
against Proposal 1 because adoption of this Proposal  requires the affirmative
vote of the  holders of a majority  of the shares of our common  stock  issued
and  outstanding  on the  record  date  for  the  special  meeting.  A  broker
non-vote  will not count as a vote cast on  Proposal 2 and will not affect the
outcome of the vote.

Q:   MAY I VOTE IN PERSON?

A:   Yes.  Shares  held in  your  name as the  stockholder  of  record  may be
voted in person at the special  meeting.  Shares held  beneficially  in street
name may be voted in person  only if you obtain a legal proxy from the broker,
trustee or nominee  that  holds your  shares  giving you the right to vote the
shares  at the  special  meeting.  Even if you  plan  to  attend  the  special
meeting,  we recommend that you also submit your proxy or voting  instructions
as  described  above so that your vote will be counted if you later decide not
to attend the meeting.

Q:   WHAT IS THE  DIFFERENCE  BETWEEN  HOLDING  SHARES  AS  A  STOCKHOLDER  OF
RECORD AND AS A BENEFICIAL OWNER?

A:   Most of our stockholders hold  their shares through a broker,  trustee or
other  nominee  (such as a bank)  rather than  directly in their own name.  As
summarized below,  there are some distinctions  between shares owned of record
and those owned beneficially.

     o    Stockholder  of Record.  If your shares are  registered  directly in
          your name with our transfer agent,  Illinois Stock Transfer Company,
          you are  considered to be the  stockholder of record with respect to
          those shares and these proxy  materials  are being sent  directly to
          you. As the stockholder of record,  you have the right to grant your
          proxy directly to us or to vote in person at the special meeting. We
          have enclosed a proxy card for you to use.

     o    Beneficial Owner. If your shares are held in a brokerage account, by
          a trustee or by another nominee (such as a bank), you are considered
          the  beneficial  owner of shares  held in  "street  name," and these
          proxy  materials  are being  forwarded to you together with a voting
          instruction  card. As the  beneficial  owner,  you have the right to
          direct  your  broker,  trustee or  nominee  how to vote and are also
          invited to attend the special meeting.

Since a beneficial  owner is not the  stockholder of record,  you may not vote
your shares in person at the special meeting unless you obtain a "legal proxy"
from the broker,  trustee or nominee  that holds your  shares,  giving you the

                                     - 7 -



right to vote the shares at the meeting.  Your broker,  trustee or nominee has
enclosed or  provided  voting  instructions  for you to use in  directing  the
broker, trustee or nominee to vote your shares.

Q:   MAY I ATTEND THE SPECIAL MEETING?

A:   You are  entitled  to  attend  the  special  meeting  only if  you were a
stockholder  of record as of the close of  business  on the record  date or if
you hold a valid  proxy for the  special  meeting.  You should be  prepared to
present photo  identification  for  admittance.  If you are a  stockholder  of
record or hold  your  shares  through  our  defined  contribution  plan  under
section  401(k) of the Code,  or the 401(k)  plan,  your name will be verified
against the list of stockholders of record or plan  participants on the record
date prior to your being  admitted  to the special  meeting.  If you are not a
stockholder  of record  but hold  shares in  "street  name"  through a broker,
trustee or other nominee,  you should provide proof of beneficial ownership on
the  record  date,   such  as  your  most  recent  account   statement   prior
to                , 2006,  a  copy  of  the  voting  instruction card provided
to you by your  broker,  trustee or  nominee,  or other  similar  evidence  of
ownership.  If you do not  provide  photo  identification  and comply with the
procedures outlined above, you will not be admitted to the special meeting.

     The meeting will begin  promptly at 10:00 a.m.,  Central  Standard  Time.
Check-in will begin at 9:00 a.m.,  Central Standard Time, and you should allow
ample time for the check-in procedures.

Q:   WHEN SHOULD I RETURN MY PROXY CARD?

A:   You  should  return  your proxy  card  as soon as  possible  so that your
shares will be voted at the special meeting.

Q:   MAY I CHANGE MY  VOTE AFTER I HAVE  MAILED MY SIGNED  PROXY CARD OR AFTER
I HAVE VOTED ELECTRONICALLY VIA THE INTERNET OR BY PHONE?

A:   Yes.  You may  change  your  vote at any time  before  the  shares of our
common stock  reflected  on your proxy card are voted at the special  meeting.
If your shares are  registered  in your name,  you can do this in one of three
ways:

     o    first,  you can  deliver to our  Secretary a written  notice  (dated
          later  than the  date of your  proxy  card or the date on which  you
          voted  electronically via the internet or by telephone) stating that
          you would like to revoke your proxy;

     o    second,  you can  complete,  execute and deliver to our  Secretary a
          new,  later-dated  proxy card for the same shares,  provided the new
          proxy  card is  received  before  the  polls  close  at the  special
          meeting; or

     o    third, you can attend the meeting and vote in person.

     Any written notice of revocation  should be delivered to our Secretary at
or before the taking of the vote at the special  meeting.  Revocation  of your
proxy  without any  further  action will mean your shares will not be voted at
the special meeting or counted toward satisfying the quorum requirements. Your
attendance  at the  special  meeting  will not revoke  your  proxy  unless you
specifically request to vote at the special meeting.

     If you have  instructed  your  broker,  trustee  or  nominee to vote your
shares,  you must follow  directions  received  from your  broker,  trustee or
nominee to change your vote.  You cannot vote shares held in "street  name" by
returning  a proxy card  directly  to us or by voting in person at the special
meeting,  unless you obtain a legal proxy from the broker,  trustee or nominee
that is the record holder of your shares.

                                     - 8 -





Q:   SHOULD I SEND IN MY STOCK CERTIFICATE(S) NOW?

A:   No.  After  the  merger  is   completed,   you   will   receive   written
instructions,  including a letter of  transmittal,  for exchanging your shares
of our common stock for the merger  consideration of $42.00 per share in cash,
without interest and less any applicable withholding tax.

Q:   WHO WILL BEAR THE COST OF THE SOLICITATION?

A:   The expense  of soliciting  proxies in the enclosed form will be borne by
D&PL. We have retained  Georgeson  Shareholder  Communications,  Inc., a proxy
solicitation  firm, to solicit  proxies in connection with the special meeting
at a cost of approximately  $10,000 plus  reimbursement of out-of-pocket  fees
and  expenses.  In  addition,  we  may  reimburse  brokers,  banks  and  other
custodians,  nominees and fiduciaries representing beneficial owners of shares
for their  expenses in  forwarding  soliciting  materials  to such  beneficial
owners.  Proxies may also be solicited by certain of our  directors,  officers
and  employees,  personally  or by  telephone,  facsimile  or  other  means of
communication.  No additional compensation will be paid for such services.

Q:   WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY CARD?

A:   You  may  receive  more  than  one  set of  voting  materials,  including
multiple  copies of this proxy  statement  and multiple  proxy cards or voting
instruction  cards.  For  example,  if you hold  your  shares in more than one
brokerage  account,  you may receive a separate  voting  instruction  card for
each brokerage  account in which you hold shares.  If you are a stockholder of
record and your shares are  registered in more than one name, you will receive
more than one proxy card.  Please  complete,  sign, date and return each proxy
card and voting instruction card that you receive.

Q:   HOW CAN I OBTAIN A SEPARATE SET OF VOTING MATERIALS?

A:   If you share an  address with another  stockholder,  you may receive only
one set of proxy materials,  unless you have provided  contrary  instructions.
However,  each  stockholder  will  receive his or her own proxy  card.  If you
wish to receive a  separate  set of proxy  materials,  please  call  Georgeson
Shareholder  Communications,  Inc. at (866) 296-6841,  toll-free, to request a
separate  copy of these  materials.  You will be provided with a separate copy
of the materials, free of charge, if you request them.

Q:   WHAT HAPPENS IF I TRANSFER MY SHARES BEFORE THE SPECIAL MEETING?

A:   The record  date  of the  special  meeting is  earlier  than the  special
meeting  and the date that the  merger is  expected  to be  completed.  If you
transfer  your shares of our common stock after the record date but before the
special  meeting,  you will retain your right to vote at the special  meeting,
but will have  transferred the right to receive $42.00 per share in cash to be
received by our  stockholders  in the  merger.  In order to receive the $42.00
per share, you must hold your shares through completion of the merger.

Q:   WHEN DO YOU EXPECT THE MERGER TO BE COMPLETED?

A: We are working toward completing the merger as quickly as possible,  but we
cannot  predict the exact  timing.  We expect to complete  the merger no later
than three business days after obtaining stockholder  approval,  assuming that
all other  closing  conditions  contained  in the merger  agreement  have been
satisfied  or waived at that time.  See  "Proposal 1 - The Merger  Agreement -
Conditions to the Merger" on page 54.

Q:   WHEN WILL I RECEIVE THE CASH CONSIDERATION FOR MY SHARES?

A:   After the  merger is completed,  you will receive  written  instructions,
including a letter of  transmittal,  that explain how to exchange  your shares
for the  cash  consideration  to be  paid in the  merger.  When  you  properly
complete  and return  the  required  documentation  described  in the  written
instructions,  you will  receive  from the paying  agent a payment of the cash
consideration for your shares.

Q:   AM I ENTITLED  TO EXERCISE  APPRAISAL  RIGHTS  INSTEAD OF  RECEIVING  THE
MERGER CONSIDERATION FOR MY SHARES?

                                     - 9 -



A:   Yes. As  a holder of our common  stock,  you are  entitled  to  appraisal
rights  under  the DGCL in  connection  with the  merger  if you meet  certain
conditions,  which  conditions are described in this proxy statement under the
caption entitled "Appraisal Rights" on page 62.

Q:   WHO CAN HELP ANSWER MY OTHER QUESTIONS?

A:   If you  have  additional  questions  about  the  special  meeting  or the
merger,  including the procedures for voting your shares, or if you would like
additional  copies,  without  charge,  of this  proxy  statement,  you  should
contact our proxy solicitation agent,  Georgeson  Shareholder  Communications,
Inc.  at (866)  296-6841,  toll-free.  If your  shares  are held by a  broker,
trustee or other  nominee,  you may also call your broker,  trustee or nominee
for additional information.

                                    - 10 -




                 CAUTION REGARDING FORWARD-LOOKING STATEMENTS

     This proxy  statement,  and the  documents  to which we refer you in this
proxy  statement,   contain   forward-looking   statements  about  our  plans,
objectives,  expectations and intentions.  Forward-looking  statements include
information concerning possible or assumed future results of operations of our
company,   the  expected  completion  and  timing  of  the  merger  and  other
information relating to the merger. Generally these forward-looking statements
can  be  identified  by  the  use  of  forward-looking   terminology  such  as
"anticipate,"   "believe,"  "estimate,"  "expect,"  "may,"  "should,"  "plan,"
"intend," "project" and similar  expressions.  You should read statements that
contain these words carefully.  They discuss our future  expectations or state
other  forward-looking  information,  and may involve  known and unknown risks
over which we have no control. Those risks include, without limitation:

     o    the  satisfaction  of  the  conditions  to  consummate  the  merger,
          including the adoption of the merger agreement by our stockholders;

     o    the occurrence of any event, change or other circumstance that could
          give rise to the  termination of the merger  agreement,  including a
          termination under  circumstances  that could require us to pay a $15
          million termination fee to Monsanto;

     o    the effect of the  announcement  of the merger on our  customer  and
          vendor relationships, operating results and business generally;

     o    the risk that the merger may not be completed in a timely  manner or
          at all,  which may adversely  affect our business and the price of a
          share of our common stock;

     o    the potential adverse effect on our business and operations  because
          of certain covenants we agreed to in the merger agreement;

     o    increases in operating costs resulting from the expenses  related to
          the proposed merger;

     o    our  inability to retain and, if necessary,  attract key  employees,
          particularly in light of the proposed merger;

     o    the risk that we may be subject to litigation in connection with the
          proposed merger;

     o    risks  related to  diverting  management's  attention  from  ongoing
          business operations; and

     o    other risks detailed in our current filings with the SEC,  including
          "Item 1A. Risk Factors" in our Quarterly Report on Form 10-Q for our
          fiscal  quarter  ended May 31,  2006.  See  "Where You Can Find More
          Information" on page 70.

     We believe that the assumptions on which our  forward-looking  statements
are based  are  reasonable.  However,  we cannot  assure  you that the  actual
results or developments  we anticipate will be realized or, if realized,  that
they will  have the  expected  effects  on our  business  or  operations.  All
subsequent written and oral forward-looking  statements  concerning the merger
or other matters  addressed in this proxy statement and  attributable to us or
any person acting on our behalf are expressly  qualified in their  entirety by
the  cautionary   statements   contained  or  referred  to  in  this  section.
Forward-looking  statements  speak only as of the date of this proxy statement
or the date of any document incorporated by reference in this document. Except
as required by applicable  law or  regulation,  we do not undertake to release
the results of any  revisions of these  forward-looking  statements to reflect
future events or circumstances.

                                     - 11-




                      THE SPECIAL MEETING OF STOCKHOLDERS

     This proxy statement is furnished in connection with the  solicitation of
proxies in connection with a special meeting of our stockholders.

DATE, TIME AND PLACE

     We will hold the special meeting at The Peabody Hotel,  149 Union Avenue,
Memphis,  Tennessee 38103 on          , 2006, beginning at 10:00 a.m., Central
Standard Time.

PURPOSE OF THE SPECIAL MEETING

     At the special meeting, we will ask you to (1) adopt the merger agreement
and (2) approve the  adjournment or postponement  of the special  meeting,  if
necessary  or  appropriate,   to  solicit  additional  proxies  if  there  are
insufficient  votes at the time of the meeting to adopt the merger  agreement.
In addition, you will be asked to transact any other business that is properly
brought  before  the  special  meeting.  We are not  aware  of any  additional
business that may come before the special meeting.

RECOMMENDATION OF OUR BOARD OF DIRECTORS

     Our board of  directors  unanimously  (1) approved and adopted the merger
agreement  and approved the merger and the  transactions  contemplated  by the
merger  agreement and (2) determined that the merger and the merger  agreement
are  advisable  and  fair  to,  and in the  best  interests  of,  D&PL and our
stockholders.  Accordingly, our board of directors unanimously recommends that
you vote "FOR"  adoption  of the merger  agreement  and "FOR" the  proposal to
adjourn or postpone  the special  meeting,  if necessary  or  appropriate,  to
solicit  additional proxies if there are insufficient votes at the time of the
meeting to adopt the merger agreement.

RECORD DATE; STOCK ENTITLED TO VOTE; QUORUM

     Only  holders of record of our common stock at the close of business on ,
2006,  the record  date,  are entitled to notice of and to vote at the special
meeting.  On the  record  date,      shares of our common  stock  were  issued
and outstanding and held by approximately      holders of record.  Each holder
of record of our common  stock will be  entitled  to one vote per share at the
special meeting on the proposal to adopt the merger agreement, the proposal to
adjourn or postpone the special meeting, if necessary or appropriate,  and any
other business that may come before the special meeting.

     The holders of a majority of the  outstanding  shares of our common stock
entitled to vote must be present,  either in person or by proxy, to constitute
a quorum at the special meeting.  We will count abstentions,  either in person
or by proxy,  and broker  non-votes  as  discussed  below,  for the purpose of
establishing a quorum. If a quorum is not present at the special meeting,  the
holders of a majority of the common stock  represented at the special  meeting
may  adjourn the meeting to solicit  additional  proxies.  In the event that a
quorum is not present at the special meeting,  it is expected that the meeting
will be adjourned or postponed to solicit additional proxies.

     If you hold shares  beneficially  in street name and do not provide  your
broker,  trustee or other  nominee with voting  instructions,  your shares may
constitute  "broker  non-votes."  Broker  non-votes  occur on a matter  when a
broker,  trustee  or nominee is not  permitted  to vote on the matter  without
instructions  from the  beneficial  owner and  instructions  are not given.  A
broker  non-vote  will have the  effect of a vote  against  Proposal 1 because
approval  of  Proposal 1 requires  the  affirmative  vote of the  holders of a
majority  of the shares of our common  stock  issued  and  outstanding  on the
record date for the special  meeting.  A broker  non-vote  will not count as a
vote cast on Proposal 2 and will not affect the outcome of the vote.

VOTE REQUIRED

     The adoption of the merger agreement requires the affirmative vote of the
shares  representing a majority of the outstanding  shares entitled to vote on
the merger  agreement  at the special  meeting.  If you abstain  from  voting,
either in person or by proxy, or do not instruct your broker, trustee or other
nominee how to vote your shares,  it will effectively  count as a vote against
the adoption of the merger  agreement.  The affirmative  vote of a majority of
the votes cast is required for approval of the  adjournment or postponement of
the special meeting, if necessary or

                                     - 12 -




appropriate,  to solicit additional proxies if there are insufficient votes at
the time of the meeting to adopt the merger agreement.

VOTING OF PROXIES

     To vote your shares, please take one of the following options;

     o    complete,  sign,  date and mail each  proxy card  accompanying  this
          proxy statement and return it in the envelope provided;

     o    using a touch-tone  telephone,  call toll free           and  follow
          the  instructions.  When asked for your voter control number,  enter
          the  number  printed  just above your name on the front of the proxy
          card  accompanying  this proxy  statement.  Your  telephone  vote is
          quick,  confidential and immediate.  Please note that all votes cast
          by telephone must be completed and submitted  prior to        , 2006
          at       Central  Standard  Time.  Your  telephone  vote  authorizes
          the named  proxies to vote your  shares to the same extent as if you
          marked,  signed,  dated and returned the proxy card.  If you vote by
          telephone, please do not return your proxy card by mail; or

     o    visit        the        internet        voting        site        at
          http://www.illinoisstocktransfer.com  and follow the instructions on
          the screen.  When prompted for your voter control number,  enter the
          number  printed  just above your name on the front of the proxy card
          accompanying  this proxy  statement.  Your  internet  vote is quick,
          confidential  and  immediate.  Please  note that all  votes  cast by
          internet must be completed and submitted  prior to         , 2006 at
                 Central  Standard  Time.  Your  internet vote  authorizes the
          named  proxies  to vote  your  shares  to the same  extent as if you
          marked,  signed,  dated  and  returned  the  proxy  card.  This is a
          "secured" web page site. Your software and/or internet provider must
          be  "enabled"  to access  this site.  Please  call your  software or
          internet provider for further  information if needed. If you vote by
          internet, please do not return your proxy card by mail.

Voting  your  proxy  does not limit  your  right to vote in person  should you
decide to attend the special meeting. If your shares are held in the name of a
broker,  trustee or other nominee,  you will be provided  voting  instructions
from that entity and, in order to vote at the special meeting, you must obtain
a legal proxy, executed in your name, from that entity.

     If you return your proxy card and it is completed, signed and dated, your
shares  will  be  voted  at  the  special  meeting  in  accordance  with  your
instructions. If you return your proxy card and it is unsigned, then your vote
cannot be  counted.  If you return your proxy card and it is signed and dated,
but you do not fill out the voting  instructions on the proxy card, the shares
represented  by your  proxy  will be voted  "FOR" the  adoption  of the merger
agreement,  "FOR" the adjournment or postponement of the special  meeting,  if
necessary  or  appropriate,   to  solicit  additional  proxies  if  there  are
insufficient  votes at the time of the meeting to adopt the merger  agreement,
and in  accordance  with the  recommendation  of our board of directors on any
other matters properly brought before the special meeting for a vote.

     Stockholders  who hold their shares of our common stock in "street name,"
meaning in the name of a broker,  trustee or other  nominee  who is the record
holder,  should follow the  directions  provided by their  broker,  trustee or
nominee regarding how to instruct that entity to vote their shares.

     We do not expect that any matter  other than the ones  discussed  in this
proxy statement will be brought before the special meeting.  If, however,  any
other matters are properly  presented,  the persons named as proxies will vote
in accordance with the  recommendation  of our board of directors on any other
matters so presented.

     DO NOT SEND  YOUR  STOCK  CERTIFICATES  WITH  YOUR  PROXY.  A  LETTER  OF
TRANSMITTAL  WITH  INSTRUCTIONS  FOR THE SURRENDER OF YOUR STOCK  CERTIFICATES
WILL BE MAILED TO YOU AS SOON AS PRACTICABLE AFTER COMPLETION OF THE MERGER.

REVOCABILITY OF PROXIES

     If you hold your shares in your name, you have the unconditional right to
revoke your proxy at any time prior to its  exercise by  employing  any of the
following three methods:

                                    - 13 -




     o    first, you can deliver to our Secretary,  at our principal executive
          offices  located at One Cotton  Row,  Scott,  Mississippi  38772,  a
          written  notice  (dated  later  than  the date of your  proxy  card)
          stating that you would like to revoke your proxy;

     o    second,  you can  complete,  execute and deliver to our  Secretary a
          new,  later-dated  proxy card for the same shares,  provided the new
          proxy  card is  received  before  the  polls  close  at the  special
          meeting; or

     o    third, you can attend the special meeting and vote in person.

     Any written notice of revocation  should be delivered to our Secretary at
or before the taking of the vote at the special  meeting.  Revocation  of your
proxy,  without any further action, will mean your shares will not be voted at
the special  meeting or counted  towards  satisfying the quorum  requirements.
Your  attendance at the special  meeting will not revoke your proxy unless you
specifically request to vote at the special meeting.

     If you have instructed your broker, trustee or other nominee to vote your
shares,  you must follow  directions  received from that entity to change your
vote.  You cannot vote shares held in "street  name" by returning a proxy card
directly  to us or by  voting in person at the  special  meeting,  unless  you
obtain a legal proxy from your broker, trustee or nominee.

SOLICITATION OF PROXIES

     D&PL is soliciting your proxy. In addition to the solicitation of proxies
by use of the mail,  officers  and other  employees  of D&PL may  solicit  the
return of proxies by personal interview,  telephone,  e-mail or facsimile.  We
will not pay additional  compensation  to our officers and employees for their
solicitation  efforts,  but we  will  reimburse  them  for  any  out-of-pocket
expenses  they  incur in their  solicitation  efforts.  We will  request  that
brokerage  houses  and other  custodians,  nominees  and  fiduciaries  forward
solicitation  materials to the beneficial  owners of stock registered in their
names. We will bear all costs of preparing,  assembling,  printing and mailing
the  notice of special  meeting of  stockholders,  this proxy  statement,  the
enclosed proxy and any additional materials, as well as the cost of forwarding
solicitation  materials to the beneficial  owners of stock and all other costs
of solicitation.

     We have retained Georgeson Shareholder Communications, Inc. to aid in the
solicitation  of  proxies  for  the  special  meeting.  Georgeson  Shareholder
Communications,  Inc. will receive a base fee of $10,000 plus reimbursement of
out-of-pocket fees and expenses.

ASSISTANCE

     Stockholders who have questions regarding the materials,  need assistance
voting their  shares or require  additional  copies of the proxy  statement or
proxy card should contact or call (toll-free):

                  Georgeson Shareholder Communications, Inc.
                                17 State Street
                              New York, NY 10004
                                (866) 296-6841

OTHER BUSINESS

     We are not  currently  aware  of any  business  to be  acted  upon at the
special meeting other than the matters  discussed in this proxy statement.  If
other  matters do properly  come before the  special  meeting,  we intend that
shares of our common stock  represented by properly  submitted proxies will be
voted by the persons named as proxies on the proxy card in accordance with the
recommendation of our board of directors.

     In addition, the grant of a proxy will confer discretionary  authority on
the  persons  named as proxies on the proxy  card to vote in  accordance  with
their best  judgment  on  procedural  matters  incident  to the conduct of the
special meeting. Any adjournment or postponement may be made without notice by
an announcement  made at the special meeting.  If the persons named as proxies
on the proxy card are

                                    - 14 -




asked to vote for one or more adjournments or postponements of the meeting for
matters  incidental to the conduct of the meeting,  such persons will have the
authority to vote in their discretion on such matters. However, if the persons
named  as  proxies  on the  proxy  card  are  asked  to  vote  for one or more
adjournments or postponements of the meeting to permit further solicitation of
proxies if there are not sufficient  votes at the time of the meeting to adopt
the merger agreement, they will only have the authority to vote on such matter
as instructed  by you or your proxy or, if no  instructions  are provided,  in
favor of such adjournment or postponement.  Any adjournment or postponement of
the special  meeting for the purpose of  soliciting  additional  proxies  will
allow our  stockholders  who have already granted their proxies to revoke them
at any time prior to their use.

                                    - 15 -




                      THE PARTIES TO THE MERGER AGREEMENT

GENERAL

     D&PL, a Delaware corporation,  and our subsidiaries are primarily engaged
in  the  breeding,  production,  conditioning  and  marketing  of  proprietary
varieties  of cotton  planting  seed in the  United  States  and other  cotton
producing  nations.  We also  breed,  produce,  condition  and market  soybean
planting seed in the United States. We have used our extensive classical plant
breeding  programs  to  develop a gene pool  necessary  for  producing  cotton
varieties with improved  agronomic  traits  important to farmers (such as crop
yield) and to textile manufacturers (such as enhanced fiber  characteristics).
During  the  1980's we began to market  our  products,  primarily  cottonseed,
internationally.  We sell our products in foreign countries through (i) export
sales to distributors  and (ii) direct  in-country  operations  through either
joint ventures or wholly-owned  subsidiaries.  Our principal executive offices
are located at One Cotton Row,  Scott,  Mississippi  38772,  and our telephone
number is (662) 742-4000.

     Monsanto,  along with its  subsidiaries,  is a leading global provider of
agricultural  products for  farmers.  Monsanto  produces  leading seed brands,
including  DEKALB(R),  ASGROW(R),  SEMINIS(R) and STONEVILLE(R),  and develops
biotechnology  traits that assist  farmers in  controlling  insects and weeds.
Monsanto provides other seed companies with genetic material and biotechnology
traits for their seed brands.  Monsanto also manufactures ROUNDUP(R) herbicide
and other  herbicides.  Monsanto's  seeds,  biotechnology  trait  products and
herbicides  provide growers with solutions that improve  productivity,  reduce
the costs of farming,  and produce  healthier  foods for  consumers and better
feed for animals.  Monsanto also provides  lawn-and-garden  herbicide products
for the  residential  market  and  animal  agricultural  products  focused  on
improving  dairy cow  productivity  and swine genetics.  Monsanto  manages its
business in two segments:  Seeds and Genomics, and Agricultural  Productivity.
The Seeds  and  Genomics  segment  consists  of the  global  seeds and  traits
businesses and genetic  technology  platforms.  The Agricultural  Productivity
segment  consists  of the  crop  protection  products  (ROUNDUP(R)  and  other
glyphosate-based  herbicides and selective  chemistries),  animal  agriculture
businesses and  lawn-and-garden  herbicide  products.  The principal executive
offices of Monsanto are located at 800 North Lindbergh  Boulevard,  St. Louis,
Missouri 63167, and its telephone number is (314) 694-1000.

     Monsanto Sub,  Inc., a Delaware  corporation,  is a direct  wholly- owned
subsidiary  of Monsanto,  formed  solely for the purpose of  facilitating  the
merger.  The principal  executive offices of Monsanto Sub, Inc. are located at
800 North Lindbergh  Boulevard,  St. Louis,  Missouri 63167, and its telephone
number is (314) 694-1000.

PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS

     We have had a commercial  relationship  with Monsanto since 1989, when we
started performing research together.  Since 1996 we have used Monsanto traits
extensively in our germplasm pursuant to various license  agreements.  All but
approximately 10% of the domestic cottonseed and virtually all soybean seed we
sell  contains  one or more of  Monsanto's  traits.  Our  personnel  have  had
extensive  recurring  contact  with  Monsanto  personnel,  both in our  direct
commercial relationships and in cotton industry-wide settings.

     We entered into a merger agreement with Monsanto on May 8, 1998, which we
refer to as the 1998 merger agreement. On December 20, 1999, Monsanto withdrew
its  pre-merger  notification  filed  pursuant to the HSR Act. On December 30,
1999,  we  filed  suit in the  First  Judicial  District  of  Bolivar  County,
Mississippi,  seeking,  among  other  things,  the  payment of the $81 million
termination fee and related expenses that we believed were due pursuant to the
1998 merger agreement,  compensatory  damages and punitive damages. On January
2, 2000, we and Monsanto  reached an agreement  whereby we would  withdraw the
suit,  without  prejudice,  for the purpose of negotiating a settlement of our
claims, and Monsanto would immediately pay the $81 million termination fee and
related  expenses.  On  January  3,  2000,  Monsanto  paid us the $81  million
termination fee and related expenses.  On January 18, 2000, after unsuccessful
negotiations,  we  re-filed  our  suit,  which  we  refer  to as the  Monsanto
litigation.  We seek in excess of $1 billion in compensatory and $1 billion in
punitive  damages for breach of the 1998 merger  agreement.  On September  12,
2003,  Monsanto amended its answer to include four  counterclaims  against us.
Monsanto is seeking unspecified  damages for its counterclaims,  including the
$81  million  paid  by  Monsanto  to  D&PL as a  termination  fee and  related
expenses.  We answered the counterclaims,  denying all liability.  On December
21, 2004,  Monsanto  filed a motion to amend its answer to withdraw two of its
four  counterclaims.  On February 17,  2005,  we filed a motion with the trial
court to amend our complaint to add a claim against  Monsanto for fraudulently
inducing us to extend the  deadline to complete the merger with  Monsanto.  As
part  of the  current  merger  agreement,  we and  Monsanto  have  received  a
continuance of the Monsanto litigation and have agreed not to

                                    - 16 -




prosecute any claims or otherwise  pursue the litigation  until the earlier of
the  termination of the merger  agreement or the effective time of the merger,
although if the merger  agreement is terminated  for certain  reasons,  as set
forth in the  caption  entitled  "Part 1 - The  Merger  Agreement  - Effect of
Termination",  the Monsanto  litigation would be terminated and dismissed with
prejudice.  In connection with the execution of the current merger  agreement,
we, Monsanto and our respective  affiliates also entered into three settlement
agreements which resolve or stay three civil lawsuits,  three arbitrations and
several  other  commercial  disputes  between us and  Monsanto,  including  an
arbitration  in which  Monsanto was seeking to terminate our rights to utilize
two  transgenic  cotton  traits  licensed  to us by  Monsanto,  which has been
terminated  with  prejudice.  We  refer  to  these  matters  and the  Monsanto
litigation collectively herein as the Monsanto disputes.

                                    - 17 -




                                  THE MERGER

BACKGROUND OF THE MERGER

     During the fiscal years 2001 through 2006,  our management had engaged in
various discussions with a number of larger companies in the seed industry and
in  complementary  industries.  These  discussions  resulted  in,  among other
things, a number of contractual and  collaborative  relationships.  During the
course of these  discussions,  the topic of a possible sale of the company was
considered,  and it became apparent that, in the context of placing a value on
our company, none of these companies were willing to either consider making an
offer in a price range that would be  acceptable  to D&PL or to attribute  any
meaningful value to the pending Monsanto litigation. In addition, some parties
stated that they would not consider entering into a strategic transaction with
D&PL as long as there was pending Monsanto-filed arbitration seeking to cancel
our technology  licenses.  Furthermore,  certain  parties cited concerns about
Monsanto  potentially  seeking a return of the $81 million  termination fee it
had paid as a result of the failed  1998  merger in its  counterclaims  to our
suit, as discussed above.

     Our  board  of  directors   periodically  reviews  and  assesses  various
strategic alternatives available to us. In each of fiscal years 2005 and 2006,
our  management  and  our  financial  advisor,   UBS,  participated  in  these
discussions.  On July 10, 2006, our board of directors met with our management
and our financial advisor to discuss,  among other things,  the feasibility of
D&PL  pursuing our then  current  strategy as an  independent  company and the
potential of pursuing a business combination  transaction with another company
in the seed industry or a complementary industry.

     Our board of directors and senior management have  periodically  reviewed
and  assessed  our  business  strategy,  the  various  trends  and  conditions
impacting  our business,  and our ability to compete  against  companies  with
vastly more resources and research capabilities than we could employ. Over the
course of the past year and a half,  our  senior  management  has  reviewed  a
variety  of  strategic  alternatives  for D&PL.  These  alternatives  included
strategic  corporate   acquisitions,   the  acquisition  of  additional  trait
licenses, and the expansion of our international presence. Among the issues we
considered was the acceptance of genetically  modified  cottonseed outside the
United  States,  including  the  registration  of new genetic  traits  abroad,
negotiations  between the United States and the World Trade Organization,  and
The Farm Security and Rural  Investment Act of 2002, which is set to expire in
2007.

     We have had a long standing  relationship  with  Monsanto  dating back to
1989 when we entered into our first  research  agreement  under which we first
began introgressing  Monsanto's Bt technology into our cotton germplasm.  That
original  agreement and others with Monsanto were entered into and modified in
the intervening  years, and today over 90% of the domestic  cottonseed we sell
contains one or more of  Monsanto's  traits.  In May 1998, we entered into the
1998 merger agreement with Monsanto,  pursuant to which our stockholders would
have  received  shares  of  common  stock of  Monsanto.  The  transaction  was
terminated  by Monsanto  in  December  1999.  In January  2000,  we filed suit
against Monsanto in Bolivar County,  Mississippi alleging, among other things,
that Monsanto had breached its obligations under the 1998 merger agreement. As
more fully described above,  shortly  following the commencement of this suit,
and in connection  with an  unsuccessful  attempt to settle our claims against
Monsanto, on January 3, 2000, Monsanto paid an $81 million termination fee and
related  expenses  to D&PL.  From the filing of that suit  through  August 14,
2006, we and Monsanto were  involved in a number of other  disputes  described
elsewhere in this proxy  statement.  We and Monsanto and our respective  legal
advisors met on several occasions from January 2000 up to June 2006 to discuss
the possible settlement of some or all of the Monsanto disputes, but no accord
was reached.

     On July 2, 2006,  W.T.  Jagodinski,  our  President  and Chief  Executive
Officer,  phoned Terrell K. Crews,  Chief  Financial  Officer of Monsanto,  to
discuss certain business matters of interest to both parties. During that call
Mr. Crews expressed his desire to meet and discuss a possible  resolution of a
number of the legal disputes  between the two companies.  On July 6, 2006, Mr.
Crews phoned Mr.  Jagodinski to congratulate D&PL on the financial results for
the quarter and during the course of that call Mr.  Crews  requested a meeting
on July 20 in Memphis, Tennessee, to discuss a global settlement proposal.

     On July 10,  2006,  at the  regularly  scheduled  meeting of our board of
directors,  Mr. Jagodinski briefed the board of directors on the conversations
he had with Mr. Crews on July 2 and July 6. The board of directors  instructed
Mr.  Jagodinski to continue  discussions  with Mr. Crews if and only if in the
opinion of Mr.  Jagodinski and our legal advisors the discussions  represented
substantive settlement discussions of the Monsanto disputes.

                                    - 18 -




     On July 12, 2006,  Mr.  Jagodinski  sent Mr.  Crews an email  stating our
desire to continue discussions only in the event such discussions  represented
significant   movement  in  Monsanto's   position  from  previous   settlement
discussions that occurred as recently as April 2006.

     On  July  17,  2006,  Mr.  Jagodinski  and  Mr.  Crews  exchanged  emails
scheduling a meeting on July 20 in Memphis, Tennessee.

     On July 20, 2006, Mr. Jagodinski and J. Patrick  O'Malley,  of Resolution
Counsel,  LLP, a counsel to D&PL, met with Mr. Crews and Charles Burson,  then
General  Counsel of Monsanto,  expecting to discuss the settlement of the many
disputes  between the two  companies.  However,  at this  meeting,  Mr.  Crews
proposed  to Mr.  Jagodinski  that D&PL  should  consider  being  acquired  by
Monsanto  and  indicated  a price  range  for an  acquisition  of  D&PL  which
represented a 7.6% premium over the closing price of D&PL common stock on July
20. At the time of these conversations, Monsanto was not aware of the required
change in control  payments that might be due under our commercial  contracts.
Mr. Jagodinski  indicated that the price range was too low and did not reflect
the value of D&PL.  Additionally,  Mr.  Jagodinski  expressed initial concerns
regarding the antitrust  aspects of any such  transaction.  Mr. Jagodinski and
Mr.  Crews  agreed to a meeting  between  each  company's  antitrust  teams in
Washington  D.C. at the earliest  practical  date. On July 25, 2006, Mr. Crews
and Mr. Jagodinski  mutually agreed to set July 28 as the date for the parties
to meet with appropriate  antitrust counsel from both sides. On July 27, 2006,
Monsanto's counsel,  delivered a proposed form of confidentiality agreement to
our outside counsel,  Fried, Frank,  Harris,  Shriver & Jacobson LLP, or Fried
Frank.

     On July 28, 2006, in Washington, D.C., Mr. Jagodinski, Kenneth Avery, our
Vice President of Finance and Treasurer, Mr. O'Malley and Fried Frank met with
Mr. Crews, Mr. Burson,  other members of Monsanto  management,  and Monsanto's
antitrust counsel to discuss the antitrust aspects of a potential  acquisition
transaction  between us and Monsanto.  On the same day, Mr. Jagodinski and Mr.
Avery met with Mr.  Crews and Jeffery  Peterson,  Vice  President of Strategic
Negotiations  of  Monsanto,  to discuss  the timing  and  framework  of future
discussions regarding the potential transaction.

     At the  conclusion  of this  meeting,  Mr.  Jagodinski  called a  special
meeting of our board of  directors  to be held on August 2, 2006 to update the
board of directors on the results of the July 28 meetings.  During the meeting
of our  board of  directors,  our  counsel  advised  the  board  of  directors
regarding the regulatory aspects of the potential  transaction,  and the board
of directors  determined that  management  should  continue  discussions  with
Monsanto.  Additionally,  during the  meeting of our board of  directors,  our
counsel discussed the legal  responsibilities of directors in the context of a
possible sale transaction.

     Based upon the July 28 meetings with Monsanto, after conferring with D&PL
directors,  Mr.  Jagodinski  discussed  with  our  financial  advisor  certain
strategic  alternatives,  which  included  pricing  issues,  if our  board  of
directors were to decide to pursue a sale of D&PL. Our senior  management also
consulted with our counsel  regarding legal and structural  issues relating to
our  strategic  alternatives,  including  strategies  for pursuing a potential
transaction.

     On August  2,  2006,  Mr.  Jagodinski  met with our  legal and  financial
advisors to discuss potential transaction structures and strategies for moving
forward with the potential sale of D&PL.  After such  discussions and with the
concurrence of our board of directors, we concluded that it would be in D&PL's
best  interests to focus on a  transaction  with Monsanto and seek to conclude
negotiations  promptly and in a manner that would both avoid disruption of our
business  and  minimize  the  risk  of  premature  publicity.  To  meet  these
objectives,  we concluded that Monsanto should be permitted  access to certain
non-public  information and  established  August 13 as the target date for the
completion  of the  sale  negotiation  process  in  light  of the  arbitration
hearings  scheduled  to begin on the  following  day as  described  below.  In
advance  of  providing  access  to  non-public  information,  we and  Monsanto
negotiated and signed the previously delivered confidentiality agreement.

     Because of the strategic  importance of this  acquisition  opportunity to
each of D&PL and Monsanto and  Monsanto's  familiarity  with D&PL, we believed
that  the  two  companies  could  proceed  quickly  and  confidentially.   Mr.
Jagodinski and R.D. Greene, our Senior Vice President of Corporate Development
and  International,  contacted Mr. Crews on August 5, 2006 to further  discuss
Monsanto's  interest  in a  potential  sale  transaction  within a price range
acceptable to D&PL. During that conversation,  Mr. Jagodinski pointed to a per
share  price  that was $40 or more as an  indication  of value that D&PL might
find acceptable.

                                    - 19 -




     On August 6, 2006,  Mr. Crews phoned Mr.  Jagodinski  and indicated  that
they should talk further  about the  potential  value  Monsanto was willing to
place on D&PL. Mr.  Jagodinski and Mr. Crews agreed to discuss this further on
August 7. On August 7,  2006,  Mr.  Crews  called  Mr.  Jagodinski  to further
discuss  the range of values and the deal terms  that would be  acceptable  to
D&PL. During the course of this  conversation Mr.  Jagodinski  indicated again
that Monsanto's offer needed to be $40 or more per share.  Mr.  Jagodinski and
Mr. Crews further  discussed the timing of the negotiations and Mr. Jagodinski
noted  that  a  number  of his  team  members  would  have  to be in  Memphis,
Tennessee,  on August 14 to attend the hearings in an  arbitration  proceeding
between  Monsanto and D&PL  scheduled to commence on that date,  and that both
sides  would  therefore  need  to  work  quickly  in  order  to  conclude  the
negotiation  before  the D&PL team  would  have to return to  Memphis  for the
arbitration.

     On August 10,  2006,  Willkie  Farr &  Gallagher  LLP,  or Willkie  Farr,
distributed an initial draft of the merger  agreement to us. Between August 10
and August 14, various  face-to-face  meetings and teleconferences  took place
between our senior  management and legal and financial  advisors,  and between
members of senior  management  of D&PL and of  Monsanto  and their  respective
counsel and advisors. These discussions between us and Monsanto related to due
diligence matters,  valuation,  the terms of the proposed merger agreement, as
well as the terms and timetable for the potential settlement or continuance of
the various  disputes  between us and  Monsanto.  During this period,  we also
responded to requests for additional  information and documents from Monsanto.
On August 12, 2006, Mr. Jagodinski and Mr. Crews met to discuss costs relating
to the  transaction,  including  professional  fees, costs of compensation and
change in control  arrangements and other  transaction  costs and details.  On
August 13, Mr.  Crews and Mr.  Jagodinski  met to discuss  Monsanto's  current
thinking  with respect to  valuation.  Mr.  Crews stated that,  because of the
complex  nature of the  transaction,  which would include both the purchase of
D&PL and, in certain  situations,  the settlement of the various legal matters
between the two companies,  he believed that the parties  should  postpone the
arbitration   proceeding   scheduled  to  begin  the  following   day.   After
consultation  with our board of directors,  Mr. Jagodinski agreed to delay the
arbitration  proceeding for one day until August 15. After agreeing to several
other key deal terms, Mr. Crews and Mr. Jagodinski agreed to a price of $42.00
per share in cash pending the approval of our board of directors.

     Also on August 13, our board of  directors  held a meeting,  at which our
legal  and  financial   advisors   were  present,   to  discuss  the  proposed
transaction. At this meeting, our counsel discussed the legal responsibilities
of the directors in the context of a possible sale  transaction and key issues
in the merger agreement. Also at this meeting, our financial advisor discussed
certain financial aspects of the proposed  transaction.  The independent board
members also met in executive session without management present.

     On the morning of August 14,  Willkie  Farr  distributed  to us a revised
draft of the merger agreement.  Later in the day, Mr. Jagodinski,  Mr. Greene,
Mr.  Avery and our  various  counsel met with Mr.  Crews and other  members of
Monsanto  management  and their  counsel to discuss the  revised  draft of the
merger agreement.  The discussion focused on conditions to closing,  including
regulatory conditions and obligations,  remedies for failure to close, interim
covenants and the scope of  representations  and warranties of D&PL. That same
evening,  Willkie Farr  distributed a revised draft merger agreement to us and
our counsel.  Also that  evening,  our board of directors  met with our senior
management  and legal and  financial  advisors to discuss  Monsanto's  revised
offer of $42.00 per share,  the $600 million  termination fee payable to us by
Monsanto  in the event  Monsanto  does not obtain  antitrust  approval  of the
transaction,  and other key  provisions  of the  revised  draft of the  merger
agreement,  including  provisions  requiring the  termination  of all disputes
between  us and  Monsanto  in  connection  with a  termination  of the  merger
agreement  under  certain  circumstances.  Our counsel  presented the material
terms of the proposed  merger  agreement with Monsanto.  Also at this meeting,
UBS delivered  its oral opinion,  which was confirmed by delivery of a written
opinion  dated August 14, 2006,  to the effect that, as of such date and based
on and subject to various  assumptions,  matters  considered  and  limitations
described in its opinion,  the merger  consideration to be received by holders
of our common  stock  (other  than  Monsanto,  Monsanto  Sub,  Inc.  and their
respective  affiliates)  was fair,  from a  financial  point of view,  to such
holders.  After  further  discussions,  our  board  of  directors  unanimously
determined that the merger agreement and the merger was advisable and fair to,
and in the best interests of, D&PL and our  stockholders,  approved the merger
agreement  and the  transactions  contemplated  by the merger  agreement,  and
recommended that the D&PL stockholders approve and adopt the merger agreement.
Later on August 14, the parties  executed the definitive  merger agreement and
related settlement agreements. ACCORDINGLY, OUR BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS THAT THE STOCKHOLDERS OF D&PL VOTE "FOR" THE ADOPTION OF THE MERGER
AGREEMENT.

                                    - 20 -




OUR REASONS FOR THE MERGER

     Our  board of  directors  has  unanimously  determined  that  the  merger
agreement and the merger is advisable  and fair to, and in the best  interests
of, D&PL and our  stockholders.  In reaching its  determination,  our board of
directors  consulted  with  D&PL's  management,  as well as  D&PL's  legal and
financial advisors, and considered the following material factors:

FACTORS RELATING TO THE TRANSACTION GENERALLY

     o    Advantages  of  a  Monsanto  transaction.  Our  board  of  directors
          believes  that  the   acquisition  of  D&PL,  with  our  distinctive
          portfolio of germplasm, and our current technology relationship with
          Monsanto  represents a unique  strategic  opportunity  for Monsanto.
          Given the strategic importance of this opportunity to Monsanto,  our
          board of directors believes that Monsanto is the company most likely
          to consummate a transaction within a price range acceptable to D&PL.

     o    Access to future technologies. Monsanto has a record of successfully
          developing genetic traits for cotton. Currently, Monsanto is working
          on  developing  new traits for  cotton,  for many of which we do not
          currently have and perhaps could not attain licensing agreements. If
          we do not have access to this new technology,  our business could be
          adversely  affected,  particularly if our  competitors  were to have
          access to such technology. Furthermore, we do not have the financial
          resources for research  available to certain of our  competitors and
          therefore may be at a disadvantage  with respect to the  development
          of new technologies.

     o    Challenges  faced  by us as an  independent  company.  In  terms  of
          maximizing  stockholder value, our board of directors considered the
          substantial  risks and  uncertainties  associated  with remaining an
          independent public company, due to the competitive factors described
          above.

     o    Opinion of our financial advisor.  Our board of directors considered
          the  financial  presentation  of UBS,  including  its opinion  dated
          August 14, 2006, to our board of directors as to the fairness,  from
          a financial point of view and as of the date of the opinion,  of the
          merger  consideration  to be received by holders of our common stock
          (other  than  Monsanto,  Monsanto  Sub,  Inc.  and their  respective
          affiliates),  as  more  fully  described  below  under  the  caption
          entitled "Opinion of D&PL's Financial Advisor."

FACTORS RELATING TO THE SPECIFIC TERMS OF THE MERGER AGREEMENT WITH MONSANTO

     o    The merger consideration. The $42.00 per share to be received by our
          stockholders  represents  a  substantial  premium  to  the  historic
          trading  prices  of D&PL  common  stock.  The  merger  consideration
          represents  a 15.9%  premium  over the closing  price of D&PL common
          stock on August 14, 2006 (the trading day immediately  preceding the
          date of the announcement of the merger  agreement),  a 22.1% premium
          over the average closing price of D&PL common stock over the 30 days
          preceding  August 14, a 36.6% premium over the average closing price
          of D&PL common stock over the 90 days  preceding  August 14, a 42.3%
          premium over the average closing price of D&PL common stock over the
          180 days  preceding  August 14, and a 55.9% premium over the average
          closing  price  of  D&PL  common  stock  over  the one  year  period
          preceding August 14, 2006. The merger consideration  consists solely
          of cash, which provides certainty of value to our stockholders.

     o    Terms of the merger agreement. Our board of directors considered the
          terms and conditions of the merger agreement, including the parties'
          representations,  warranties and covenants,  the conditions to their
          respective   obligations  (as  well  as  the  likelihood  that  such
          conditions  would  be  satisfied),  and the  termination  provisions
          contained in the merger agreement. In connection with the foregoing,
          our  board of  directors  also  evaluated  the  likely  time  period
          necessary to close the transaction.

     o    Ability to respond to other  indications  of interest.  Our board of
          directors  considered  the  provisions of the merger  agreement that
          permit  us, in certain  circumstances,  to (i)  furnish or  disclose
          non-public  information  to, and  negotiate,  explore  or  otherwise
          engage in discussions with, a third party which has made a bona fide
          unsolicited  written proposal or expression of interest with respect
          to  an  acquisition   transaction  and  (ii)  terminate  the  merger
          agreement in order to enter into a  definitive  agreement in respect
          of a superior proposal without paying Monsanto a termination fee. In
          considering  these

                                    - 21 -




          factors,  our board of directors  also  considered the fact that, in
          the event it elected to terminate  the merger  agreement in order to
          enter into a definitive agreement in respect of a superior proposal,
          the Monsanto  litigation  would be terminated  in all respects.  See
          "Proposal  1 -  The  Merger  Agreement  -  Covenants  of  D&PL  - No
          Solicitation" on page 47.

     o    Limited closing  conditions.  The merger agreement  contains limited
          conditions  to the  obligation  of Monsanto to complete  the merger.
          Monsanto is generally obligated to close the merger  notwithstanding
          any breaches of D&PL's representations and warranties,  unless those
          breaches in the aggregate would have a material adverse effect on us
          and our  subsidiaries  taken as a  whole.  Our  board  of  directors
          considered   that  the  definition  of  material   adverse   effect,
          essentially an "out" under the merger  agreement,  had been narrowed
          by the exclusion of various  occurrences,  including:  circumstances
          resulting from  reductions in planted acreage that affect the cotton
          and  soybean  planting  seed  industries  generally;  and changes or
          effects  relating to general  political or economic  conditions,  or
          resulting  from or arising  out of  developments  or  conditions  in
          agricultural,  credit,  financial or securities  markets in general,
          including any changes or effects  caused by changes to  governmental
          agricultural policies,  except, in each case, to the extent that the
          applicable circumstances,  changes or effects would affect us or our
          subsidiaries in a materially  disproportionate  manner when compared
          to the effects of these  circumstances,  changes or effects on other
          persons engaged in the cotton and soybean  planting seed industries,
          in which event only the  disproportionate  amount is  considered  in
          determining  whether there has been any material adverse effect. See
          "Proposal 1 - The Merger Agreement - Representations and Warranties"
          on page 41.

     o    Antitrust  Implications.  Although there can be no  assurances,  our
          board of directors  concluded,  after consulting with counsel,  that
          antitrust  approvals  for the  merger  are  reasonably  likely to be
          obtained, and in connection with reaching this conclusion, our board
          of directors took into consideration; (i) the fact that if all other
          conditions  to closing are met, but Monsanto is unable to obtain the
          necessary  antitrust  approvals on or before  February 14, 2007 (the
          initial  outside  date  under the  merger  agreement),  Monsanto  is
          required  to  continue  to pursue  such  approvals  and the date for
          completion of the merger will automatically be extended for up to an
          additional  six months beyond the initial  February 14, 2007 outside
          date, as set forth in the section captioned "Proposal 1 - The Merger
          Agreement - Covenants  of  Monsanto  and Us - Antitrust  Matters" on
          page  52;  (ii)  Monsanto's  other   commitments  under  the  merger
          agreement,  including the obligation to promptly offer to divest the
          United  States  cottonseed  business  acquired  by Monsanto in 2005,
          which encompasses the STONEVILLE(R) and NEXGEN(R) brands;  and (iii)
          the  incentive  for  Monsanto  to  obtain  the  requisite  antitrust
          approvals  created  by the  $600  million  termination  fee  that is
          payable  to us in  certain  circumstances,  including  if the merger
          agreement is terminated because the merger has not been completed by
          the outside date and at that time,  the waiting period under the HSR
          Act or the  competition  laws  of  Spain  has  not  expired  or been
          terminated.  In considering  these  factors,  our board of directors
          also  considered  the fact  that  the  Monsanto  litigation  will be
          terminated in all respects in the event that the merger agreement is
          terminated  because the merger has not been completed by the outside
          date and at that time,  the waiting  period under the HSR Act or the
          competition laws of Spain has not expired or been terminated.

     o    Certain effects of termination of the merger agreement.  In addition
          to considering the implications of the transaction from an antitrust
          perspective  (and the  related  implications  in the event  that the
          merger  agreement  is  terminated  due  to  antitrust  matters,   as
          described  above),  our  board of  directors  considered  the  other
          consequences  to D&PL in the  event  that the  merger  agreement  is
          terminated.  For example, our board of directors considered the fact
          that,  in the event the merger  agreement is  terminated by Monsanto
          due to a breach of our  representations  and warranties that we have
          not cured or due to the  merger  not having  been  completed  by the
          outside date and D&PL having  experienced a material adverse change,
          (i)  the  obligations  of the  parties  to  obtain  and  maintain  a
          continuance  or stay in  respect  of the  Monsanto  litigation  will
          terminate,  and we will thereafter be permitted to pursue all rights
          and remedies that we may have in respect of the Monsanto litigation,
          and (ii) Monsanto's royalty percentage under certain agreements with
          us  will  be  decreased  from  71% to 60%  pertaining  to the use of
          Bollgard(R)  technology and from 70% to 60% pertaining to the use of
          Roundup Ready(R) technology.

     o    Other considerations  relating to the Monsanto disputes. The outcome
          of any  litigation or  arbitration  is inherently  uncertain.  After
          review with litigation counsel, our board of directors believed that
          the

                                    - 22 -




     value of the Monsanto  disputes to us was  difficult to ascertain and was
     advised that third parties had concluded in the context of an acquisition
     of D&PL that they did not  attribute  significant  value to the  Monsanto
     litigation.  In addition,  our board of directors considered that (i) the
     termination of the lawsuits,  arbitrations and other commercial  disputes
     between us and Monsanto,  including the  arbitration  proceeding in which
     Monsanto was seeking to terminate our right to use two transgenic  traits
     that we license  from  Monsanto  and (ii) the  amendment  of the terms of
     those  licenses to avoid  reoccurrence  of the  disputes in  arbitration,
     could reduce any potential third party acquirer's concerns related to our
     licensing  agreements,  thereby  eliminating  a deterrent  to those third
     parties that might have an interest in acquiring us.

     o    Approval  by our  stockholders.  The sale  must be  approved  by our
          stockholders by vote of a simple majority of our outstanding shares.
          Accordingly, the sale will not be consummated unless the transaction
          is supported by such a majority.

POTENTIAL NEGATIVE FACTORS RELATING TO THE TRANSACTION

     In  the  course  of  its  deliberations,  our  board  of  directors  also
considered  a  variety  of  risks  and  other  potentially  negative  factors,
including the following:

     o    Exclusive  nature of the negotiations  between us and Monsanto.  Our
          board  of   directors   believed   that  there  could  be  risks  of
          jeopardizing  Monsanto's  willingness  to proceed with a transaction
          and with regard to confidentiality in expanding the sale process. As
          mentioned  above,  other  potential  candidates  to acquire D&PL had
          previously  indicated  their  unwillingness  to offer a value deemed
          adequate by our board of directors and also were concerned about the
          Monsanto disputes relating to our license  agreements with Monsanto.
          At the same time,  although the merger  agreement  precludes us from
          actively   soliciting   alternative   proposals,   subject   to  the
          limitations and restrictions contained in the merger agreement,  our
          board of  directors  is  permitted  to  furnish  information  to and
          conduct  negotiations  with a third party who submits an alternative
          proposal and to terminate the agreement  with Monsanto if we receive
          a  superior  proposal.  In the event that the  merger  agreement  is
          terminated in connection with our acceptance of a superior proposal,
          we are not required to pay a termination  fee to Monsanto,  although
          in those  circumstances  the Monsanto  litigation  that is currently
          stayed  pending the outcome of this  transaction  would be dismissed
          with prejudice by the two parties.

     o    Taxable  transaction.  The merger  consideration  consists solely of
          cash and will  therefore  be  taxable to our  stockholders  for U.S.
          federal income tax purposes.  In addition,  because our stockholders
          are receiving cash for their stock,  they will not participate after
          the closing in future  dividends,  our future growth or the benefits
          of synergies resulting from the merger.

     o    Required regulatory  approval.  It is possible that Monsanto may not
          be  able  consummate  the  merger  due to its  inability  to  obtain
          required  antitrust  approvals,  in which case the merger  would not
          occur. In that  circumstance,  and subject to the terms set forth in
          the  merger  agreement,  Monsanto  would  owe  D&PL a  $600  million
          termination fee. However,  after consulting with counsel,  our board
          of directors  concluded that the requisite  antitrust  approvals are
          likely to be obtained. Moreover, the merger agreement provides that,
          if Monsanto does not obtain antitrust approvals within six months of
          the signing of the merger  agreement,  the period in which  Monsanto
          must continue to pursue these  approvals  automatically  extends for
          another six months.

     o    Conflicts.  Certain of our directors and officers may have conflicts
          of  interest  in  connection  with the  merger,  as they may receive
          certain  benefits that are different from, and in addition to, those
          of our other  stockholders.  See "The Merger - Interests  of Certain
          Persons in the Merger."

     o    Failure to close.  We may incur  significant  risks and costs if the
          merger does not close,  including the  diversion of  management  and
          employee attention during the period after the signing of the merger
          agreement, potential employee attrition and possible adverse effects
          on our business and customer  relations.  In that regard,  under the
          merger  agreement,  we must  conduct our  business  in the  ordinary
          course and we are subject to a variety of other  restrictions on the
          conduct  of our  business  prior  to  completion  of the  merger  or
          termination of the merger  agreement,  which may delay or prevent us
          from

                                    - 23 -




     undertaking  business  opportunities  that may arise or preclude  actions
     that  would be  advisable  if we were to  remain  an  independent  public
     company.

RECOMMENDATION OF OUR BOARD OF DIRECTORS

     The foregoing  discussion  summarizes the material factors  considered by
our board of directors in its  consideration of the merger.  After considering
these  factors,  our board of directors  concluded  that the positive  factors
relating to the merger agreement  outweighed the negative factors.  In view of
the wide variety of factors considered by our board of directors, the board of
directors did not find it practicable to quantify or otherwise assign relative
weights to the foregoing factors. In addition,  individual  directors may have
assigned different weights to various factors. Our board of directors approved
and recommends the merger agreement based upon the totality of the information
presented to and considered by it.

     On August 14, 2006, after evaluating a variety of business, financial and
market factors,  and after due discussion and due consideration,  our board of
directors  unanimously  approved the merger  agreement and determined that the
merger  agreement  and the  merger are  advisable  and fair to and in the best
interests of D&PL and our  stockholders.  ACCORDINGLY,  OUR BOARD OF DIRECTORS
UNANIMOUSLY  RECOMMENDS THAT THE  STOCKHOLDERS OF D&PL VOTE "FOR" THE ADOPTION
OF THE MERGER AGREEMENT.

OPINION OF D&PL'S FINANCIAL ADVISOR

     On August 14, 2006,  at a meeting of D&PL's  board of  directors  held to
evaluate the proposed  merger,  UBS  delivered to D&PL's board of directors an
oral  opinion,  confirmed  by delivery of a written  opinion  dated August 14,
2006,  to the effect that, as of that date and based on and subject to various
assumptions,  matters considered and limitations described in its opinion, the
merger  consideration  to be received by holders of D&PL common  stock  (other
than Monsanto,  Monsanto Sub, Inc. and their respective  affiliates) was fair,
from a financial point of view, to such holders.

     The full text of UBS' opinion describes the assumptions made,  procedures
followed,  matters considered and limitations on the review undertaken by UBS.
This  opinion is attached as  Appendix B and is  incorporated  into this proxy
statement by reference.  UBS' OPINION IS DIRECTED ONLY TO THE FAIRNESS, FROM A
FINANCIAL POINT OF VIEW, OF THE MERGER CONSIDERATION TO BE RECEIVED BY HOLDERS
OF D&PL COMMON  STOCK  (OTHER THAN  MONSANTO,  MONSANTO  SUB,  INC.  AND THEIR
RESPECTIVE  AFFILIATES)  AND DOES NOT ADDRESS ANY OTHER  ASPECT OF THE MERGER.
THE OPINION DOES NOT ADDRESS THE RELATIVE  MERITS OF THE MERGER AS COMPARED TO
OTHER BUSINESS STRATEGIES OR TRANSACTIONS THAT MIGHT BE AVAILABLE WITH RESPECT
TO D&PL OR D&PL'S  UNDERLYING  BUSINESS  DECISION  TO EFFECT THE  MERGER.  THE
OPINION DOES NOT CONSTITUTE A RECOMMENDATION  TO ANY STOCKHOLDER OF D&PL AS TO
HOW SUCH STOCKHOLDER SHOULD VOTE OR ACT WITH RESPECT TO THE MERGER. HOLDERS OF
D&PL  COMMON  STOCK ARE  ENCOURAGED  TO READ  THIS  OPINION  CAREFULLY  IN ITS
ENTIRETY.  The summary of UBS'  opinion  described  below is  qualified in its
entirety by reference to the full text of its opinion.

     In arriving at its opinion, UBS:

     o    reviewed  publicly  available  business  and  historical   financial
          information relating to D&PL ;

     o    reviewed internal  financial  information and other data relating to
          D&PL's business and financial prospects that were provided to UBS by
          D&PL's management and not publicly  available,  including  financial
          forecasts and estimates prepared by D&PL's management;

     o    conducted  discussions  with  members  of D&PL's  senior  management
          concerning D&PL's business and financial prospects;

     o    conducted  discussions with members of D&PL's senior  management and
          other representatives  concerning outstanding litigation and certain
          other proceedings involving D&PL ;

     o    reviewed  publicly  available  financial  and stock market data with
          respect to other companies UBS believed to be generally relevant;

                                    - 24 -




     o    compared  the  financial  terms  of the  merger  with  the  publicly
          available  financial terms of other  transactions UBS believed to be
          generally relevant;

     o    reviewed current and historical market prices of D&PL common stock;

     o    reviewed the merger agreement; and

     o    conducted other financial studies, analyses and investigations,  and
          considered   other   information,   as  UBS  deemed   necessary   or
          appropriate.

     In connection with its review,  with D&PL's  consent,  UBS did not assume
any  responsibility  for  independent  verification  of any of the information
provided to or reviewed by UBS for the purpose of its opinion and, with D&PL's
consent,  UBS relied on that  information  being  complete and accurate in all
material  respects.  In addition,  with D&PL's  consent,  UBS did not make any
independent  evaluation  or  appraisal  of any of the  assets or  liabilities,
contingent or otherwise, of D&PL, and was not furnished with any evaluation or
appraisal.  With respect to the financial  forecasts and estimates prepared by
D&PL's management, UBS assumed, at D&PL's direction, that they were reasonably
prepared on a basis  reflecting  the best  currently  available  estimates and
judgments  of D&PL's  management  as to the  future  performance  of D&PL.  In
addition,  based on the belief of D&PL's  management,  UBS assumed,  at D&PL's
direction solely for purposes of UBS' analyses, that the value that D&PL could
obtain for settling its pending  litigation and arbitration  proceedings  with
Monsanto, in the aggregate, would not be material to D&PL's financial position
and prospects,  and UBS therefore  assumed that the outcome of such litigation
and arbitration  proceedings  would not change the conclusion  reached in UBS'
opinion. UBS' opinion was necessarily based on economic,  monetary, market and
other conditions as in effect on, and the information  available to UBS as of,
the date of its opinion.

     In connection  with UBS'  engagement,  UBS was not authorized to, and did
not, solicit indications of interest in a business  combination with D&PL from
any party.  At D&PL's  direction,  UBS was not asked to, and it did not, offer
any opinion as to the terms, other than the merger consideration to the extent
expressly  specified in UBS' opinion,  of the merger  agreement or the form of
the merger. In rendering its opinion, UBS assumed,  with D&PL's consent,  that
(i) D&PL, Monsanto and Monsanto Sub, Inc. would comply with all material terms
of the merger agreement and (ii) the merger would be consummated in accordance
with the terms of the merger agreement without any adverse waiver or amendment
of any material  term or condition of the merger  agreement.  UBS also assumed
that all  governmental,  regulatory or other consents and approvals  necessary
for the  consummation  of the merger  would be obtained  without any  material
adverse effect on D&PL or the merger.  Except as described above, D&PL imposed
no other instructions or limitations on UBS with respect to the investigations
made or the procedures followed by UBS in rendering its opinion.

     In  connection  with  rendering its opinion to D&PL's board of directors,
UBS  performed  a variety of  financial  and  comparative  analyses  which are
summarized below. The following  summary is not a complete  description of all
analyses  performed  and  factors  considered  by UBS in  connection  with its
opinion. The preparation of a financial opinion is a complex process involving
subjective judgments and is not necessarily susceptible to partial analysis or
summary  description.  With respect to the selected companies analysis and the
selected  transactions  analysis  summarized  below, no company or transaction
used as a comparison is either identical or directly comparable to D&PL or the
merger.  These  analyses   necessarily  involve  complex   considerations  and
judgments concerning financial and operating characteristics and other factors
that could affect the public  trading or  acquisition  values of the companies
concerned.

     UBS believes  that its analyses and the summary  below must be considered
as a whole and that selecting portions of its analyses and factors or focusing
on information  presented in tabular format,  without considering all analyses
and factors or the  narrative  description  of the  analyses,  could  create a
misleading or incomplete  view of the processes  underlying  UBS' analyses and
opinion.   None  of  the  analyses  performed  by  UBS  was  assigned  greater
significance  or reliance by UBS than any other.  UBS arrived at its  ultimate
opinion based on the results of all analyses  undertaken by it and assessed as
a whole.  UBS did not draw, in isolation,  conclusions  from or with regard to
any one factor or method of analysis for purposes of its opinion.

     The  estimates  of the  future  performance  of D&PL  provided  by D&PL's
management in or underlying  UBS' analyses are not  necessarily  indicative of
future results or values,  which may be  significantly  more or less favorable
than those  estimates.  In performing its analyses,  UBS  considered  industry
performance, general business

                                    - 25 -




and  economic  conditions  and other  matters,  many of which are  beyond  the
control  of  D&PL.  Estimates  of the  financial  value  of  companies  do not
necessarily  purport to be appraisals or reflect the prices at which companies
actually may be sold.

     The merger  consideration was determined through negotiation between D&PL
and  Monsanto  and the  decision  to enter into the merger was solely  that of
D&PL's board of directors.  UBS' opinion and financial  analyses were only one
of many factors  considered by D&PL's board of directors in its  evaluation of
the merger and  should not be viewed as  determinative  of the views of D&PL's
board of  directors  or  management  with  respect to the merger or the merger
consideration.

     The  following  is a brief  summary of the  material  financial  analyses
performed  by UBS and reviewed  with D&PL's  board of directors in  connection
with its opinion  relating to the  proposed  merger.  THE  FINANCIAL  ANALYSES
SUMMARIZED BELOW INCLUDE INFORMATION  PRESENTED IN TABULAR FORMAT. IN ORDER TO
FULLY  UNDERSTAND  UBS' FINANCIAL  ANALYSES,  THE TABLES MUST BE READ TOGETHER
WITH THE TEXT OF EACH SUMMARY.  THE TABLES ALONE DO NOT  CONSTITUTE A COMPLETE
DESCRIPTION  OF THE  FINANCIAL  ANALYSES.  CONSIDERING  THE DATA BELOW WITHOUT
CONSIDERING  THE  FULL  NARRATIVE   DESCRIPTION  OF  THE  FINANCIAL  ANALYSES,
INCLUDING THE  METHODOLOGIES  AND ASSUMPTIONS  UNDERLYING THE ANALYSES,  COULD
CREATE A MISLEADING OR INCOMPLETE VIEW OF UBS' FINANCIAL ANALYSES.

SELECTED COMPANIES ANALYSIS

     UBS  compared  selected  financial  and  stock  market  data of D&PL with
corresponding  data, to the extent  publicly  available,  of the following six
publicly traded companies in the agrochemical and seed industry:

     o    Makhteshim-Agan Industries Ltd.
     o    Monsanto
     o    Nufarm Limited
     o    Syngenta AG
     o    UAP Holdings Corp.
     o    Vilmorin & Cie, SA

UBS reviewed, among other things, enterprise values of the selected companies,
calculated  as fully  diluted  equity  value based on closing  stock prices on
August 11,  2006,  plus the book value of debt,  preferred  stock and minority
interest,  less  cash,  as a  multiple  of latest 12  months  earnings  before
interest,  taxes,  depreciation and amortization,  referred to as EBITDA,  and
calendar years 2006 and 2007 estimated EBITDA. UBS also reviewed closing stock
prices of the selected  companies on August 11, 2006 as a multiple of calendar
years 2006 and 2007 estimated earnings per share, referred to as EPS. UBS then
compared the multiples derived from the selected  companies with corresponding
multiples  implied  for D&PL based both on the  closing  price of D&PL  common
stock on August 11, 2006 and the merger  consideration.  Financial data of the
selected  companies  were  based  on  publicly  available  research  analysts'
estimates as compiled by the Institutional Brokers' Estimate System,  referred
to as I/B/E/S consensus estimates, public filings and other publicly available
information. Estimated financial data of D&PL were based on internal forecasts
prepared by D&PL's  management.  This analysis indicated the following implied
mean, median, high and low multiples for the selected  companies,  as compared
to corresponding multiples implied for D&PL based both on the closing price of
D&PL  common  stock  on  August  11,  2006 and the  $42.00  per  share  merger
consideration:




                        Implied Multiples for        Implied Multiples    Implied Multiples
                     Agrochemical/Seed Companies      for D&PL Based       for D&PL Based
                     ----------------------------     on Closing Stock           on
                                                      Price on August          Merger
                      Mean    Median  High    Low        11, 2006          Consideration
                      ----    ------  ----    ---    -----------------    -----------------

                                                            
Enterprise Value as
Multiple of EBITDA:
--------------------
  Latest 12 Months    10.4x   11.3x   15.2x   6.4x         13.9x              16.7x
  2006E ..........    9.4x    8.7x    15.4x   6.5x         13.2x              15.9x
  2007E...........    8.7x    8.0x    13.5x   6.4x         13.6x              16.4x

Closing Stock Price
as Multiple of EPS:
--------------------
  2006E...........    17.5x   15.3x   32.0x   12.3x        25.2x              29.6x
  2007E...........    15.0x   13.4x   25.6x   10.9x        26.1x              30.6x



                                    - 26 -




SELECTED TRANSACTIONS ANALYSIS

     UBS reviewed transaction values in the following 11 selected transactions
involving companies in the seed industry announced since January 1998:


ANNOUNCEMENT
    DATE             ACQUIROR                          TARGET
------------ --------------------------  ------------------------------------

2/14/06      United Phosphorus, Inc.     Advanta Netherlands Holdings BV
2/17/05      Monsanto                    Emergent Genetics, Inc.
1/24/05      Monsanto                    Seminis, Inc.
6/25/04      Syngenta AG                 Golden Harvest Seeds, Inc. (90%
                                          equity stake)
5/12/04      Syngenta AG                 Advanta BV
9/8/03       Fox Paine and Company, LLC  Seminis, Inc.
3/1/99       E. I. du Pont de Nemours    Pioneer Hi-Bred International, Inc.
               and Company                (80% equity stake not owned)
10/1/98      Hicks, Muse, Tate & Furst   L.  Daehnfeldt A/S
               Incorporated
6/1/98       Monsanto                    Cargill, Incorporated (International
                                          Seed Operations)
4/1/98       Monsanto                    Maharashtra Hybrid Seed Company
1/1/98       E. I. du Pont de Nemours    Pioneer Hi-Bred International, Inc.
               and Company                (20% equity stake)
-----------------------------------------------------------------------------

UBS reviewed transaction values, calculated as the purchase price paid for the
equity,  plus debt,  less cash, in the selected  transactions  as multiples of
latest 12 months sales and EBITDA.  UBS then  compared the  multiples  derived
from the selected  transactions with corresponding  multiples implied for D&PL
based on the merger  consideration.  Multiples  for the selected  transactions
were based on publicly  available  information at the time of  announcement of
the  relevant  transaction.  Estimated  financial  data of D&PL were  based on
internal estimates of D&PL's management. This analysis indicated the following
implied mean, median, high and low multiples for the selected transactions, as
compared to corresponding  multiples  implied for D&PL based on the $42.00 per
share merger consideration:

                                    - 27 -







                                                           Implied Multiples
                               Implied Multiples for             for
                             for Selected Transactions      D&PL Based on
                            -----------------------------       Merger
                             Mean    Median  High     Low    Consideration
                             ----    ------  ----     ---   -----------------

                                                 
Transaction Value as
Multiple of:
-------------------

  Latest 12 Months Sales...   3.2x    3.4x     5.2x   1.0x      3.4x
  Latest 12 Months EBITDA..   13.4x   12.7x    21.2x  6.8x      16.7x




DISCOUNTED CASH FLOW ANALYSIS

     UBS performed a discounted  cash flow analysis to calculate the estimated
present value as of August 31, 2006 of the  stand-alone  unlevered,  after-tax
free cash flows that D&PL could  generate over fiscal years 2007 through 2016,
based on internal  estimates of D&PL's  management.  UBS calculated a range of
terminal values by applying a range of EBITDA terminal value multiples of 8.0x
to 10.0x to D&PL's  fiscal  year 2016  estimated  EBITDA.  The cash  flows and
terminal  values were then  discounted to present value using  discount  rates
ranging from 11.0% to 14.0%. This analysis indicated the following implied per
share  equity  reference  range for D&PL,  as compared to the $42.00 per share
merger consideration:

         Implied Per Share Equity
         Reference Range for D&PL              Merger Consideration
     ----------------------------------   ------------------------------

             $30.02 - $40.54                         $42.00

MISCELLANEOUS

     Under the terms of UBS' engagement,  D&PL has agreed to pay UBS customary
fees for its  financial  advisory  services in connection  with the merger,  a
portion of which was payable in connection with UBS' opinion and a significant
portion of which is contingent upon  consummation of the merger.  In addition,
D&PL has agreed to reimburse UBS for its reasonable expenses,  including fees,
disbursements  and other charges of counsel,  and to indemnify UBS and related
parties against  liabilities,  including  liabilities under federal securities
laws,  relating to, or arising out of, its  engagement.  In the past,  UBS has
provided  investment  banking  services  to  D&PL  unrelated  to the  proposed
transaction,  for which UBS has received compensation.  In the ordinary course
of business,  UBS, its successors and affiliates may hold or trade,  for their
own  accounts  and the  accounts of their  customers,  securities  of D&PL and
Monsanto,  and, accordingly,  may at any time hold a long or short position in
such securities. D&PL selected UBS as its financial advisor in connection with
the merger because UBS is an  internationally  recognized  investment  banking
firm with substantial  experience in similar transactions.  UBS is continually
engaged in the valuation of businesses and their securities in connection with
mergers  and  acquisitions,   leveraged  buyouts,   negotiated  underwritings,
competitive bids,  secondary  distributions of listed and unlisted  securities
and private placements.

CERTAIN EFFECTS OF THE MERGER

     If the merger  agreement  is adopted  by our  stockholders  and the other
conditions  to the  closing  of the merger  are  either  satisfied  or waived,
Monsanto Sub, Inc., a wholly-owned  subsidiary of Monsanto  created solely for
the  purpose  of  engaging  in the  transactions  contemplated  by the  merger
agreement,  will be  merged  with and into  us,  and we will be the  surviving
corporation.  When the  merger is  completed,  we will  cease to be a publicly
traded company and will instead become a wholly-owned subsidiary of Monsanto.

     When the merger is  completed,  each share of our common stock issued and
outstanding  immediately prior to the effective time of the merger (other than
shares  owned by us,  Monsanto or any  subsidiary  of Monsanto  and other than
shares  owned by any  stockholder  who is entitled to and  properly  exercises
appraisal  rights in compliance with the required  procedures  under the DGCL)
will be converted into the right to receive $42.00 in cash,  without interest,
subject to any applicable  withholding tax. Monsanto is the only holder of our
preferred stock. Upon

                                    - 28 -




completion  of the  merger,  the  preferred  stock will be  cancelled,  and no
payment  will  be made  to  Monsanto.  At the  effective  time of the  merger,
outstanding  stock options,  restricted  stock and restricted stock units will
vest and be  converted  into the right to  receive  $42.00 in cash (net of any
exercise price), without interest,  subject to any applicable withholding tax,
for each share of common stock represented by these awards.

     At the effective time of the merger, our stockholders will have the right
to receive the merger consideration but will cease to have ownership interests
in us or rights as our  stockholders.  Therefore,  our  stockholders  will not
participate  in our future  earnings or growth and will not  benefit  from any
appreciation in our value or suffer from any depreciation in our value.

     Our common stock is currently  registered  under the Securities  Exchange
Act of 1934, as amended,  which we refer to as the Exchange Act, and is quoted
on the New York Stock  Exchange,  or the NYSE,  under the  symbol  "DLP." As a
result of the merger,  we will be a wholly-owned  subsidiary of Monsanto,  our
common  stock  will cease to be traded on the NYSE and there will be no public
market for our common  stock.  In addition,  registration  of our common stock
under the Exchange Act will be terminated and we will no longer be required to
file periodic reports with the SEC.

     When the merger  becomes  effective,  the directors of Monsanto Sub, Inc.
will be the  directors of the surviving  corporation  and our officers will be
the initial officers of the surviving corporation.  Also at the effective time
of the merger,  (i) the certificate of incorporation of Monsanto Sub, Inc., as
in effect at the effective time of the merger,  will become the certificate of
incorporation of the surviving corporation until such time as it is amended in
accordance  with  applicable  law,  except  that the  name  set  forth in such
certificate of  incorporation  will be changed to Delta and Pine Land Company,
and (ii) the bylaws of Monsanto Sub,  Inc., as in effect at the effective time
of the merger,  will be become the bylaws of the surviving  corporation  until
such time as they are amended in accordance with applicable law.

EFFECTS ON US IF THE MERGER IS NOT COMPLETED

     In the event that the merger agreement is not adopted by our stockholders
or if the merger is not completed for any other reason,  our stockholders will
not  receive  any  payment  for their  shares in  connection  with the merger.
Instead,  we will remain an  independent  public  company and our common stock
will  continue  to be traded on the NYSE.  In  addition,  if the merger is not
completed,  we expect that  management  will  operate our business in a manner
similar to that in which it is being operated today and that our  stockholders
will continue to be subject to the same risks and  opportunities to which they
are currently subject, except as otherwise described in this proxy statement.

     Accordingly, if the merger is not consummated,  there can be no assurance
as to the effect of these risks and  opportunities on the future value of your
shares of our  common  stock.  In the event the merger is not  completed,  our
board  of  directors  will  continue  to  evaluate  and  review  our  business
operations,  properties,  dividend  policy  and  capitalization,  among  other
things,  make such changes as are deemed  appropriate  and continue to seek to
identify  strategic  alternatives to enhance  stockholder value. If the merger
agreement  is  not  adopted  by  our  stockholders  or if  the  merger  is not
consummated  for any other  reason,  there can be no assurance  that any other
transaction  acceptable to us will be offered or that our business,  prospects
or results of operation will not be adversely impacted.

     If the merger  agreement is  terminated by D&PL pursuant to a stand-alone
fiduciary termination event, as described below, we will be obligated to pay a
termination  fee of $15  million  to  Monsanto.  If the  merger  agreement  is
terminated  due to legal  reasons  related to  antitrust  or  competition  law
matters  or due to an uncured  material  breach of  certain  covenants  in the
merger agreement by Monsanto or Monsanto Sub, Inc., Monsanto will be obligated
to pay us $600 million, which we refer to as the Monsanto termination payment.
For a description of the circumstances  triggering  payment of the termination
fee  and  the  Monsanto  termination  payment,  see  "Proposal  1--The  Merger
Agreement--Effect of Termination" on page 56.

                                    - 29 -




     We and  Monsanto  have agreed to dismiss  the  Monsanto  litigation  with
prejudice if the merger agreement is terminated:

     o    by us due to (a) an uncured material breach of certain  covenants in
          the merger  agreement by Monsanto or Monsanto  Sub,  Inc. or (b) the
          failure to obtain antitrust  approvals,  in each case subject to the
          payment by Monsanto of the Monsanto termination payment;

     o    by Monsanto due to an uncured  material breach of certain  covenants
          in the merger agreement by us;

     o    by Monsanto  upon our board of  directors'  approving,  endorsing or
          recommending  any  acquisition  transaction  other than the Monsanto
          merger; or

     o    by us prior  to the date of the  special  meeting  to enter  into an
          agreement for a transaction that constitutes a superior proposal.

If the merger  agreement is terminated  for any other reason,  we and Monsanto
will each be permitted to pursue any and all rights and remedies  with respect
to the Monsanto litigation.

INTERESTS OF CERTAIN PARTIES IN THE MERGER

     In addition to their  interests  in the merger as  stockholders,  certain
parties have  interests in the merger that differ from, or are in addition to,
your interests as a  stockholder.  In considering  the  recommendation  of our
board of  directors to vote "FOR" the  adoption of the merger  agreement,  you
should be aware of these  interests.  Our board of directors was aware of, and
considered the interests of, our directors and executive officers in approving
the merger  agreement,  the merger and the  transactions  contemplated  by the
merger  agreement.  Except  as  described  below  such  persons  have,  to our
knowledge, no material interest in the merger that differs from your interests
generally as a stockholder.

     Stock Options

     The merger  agreement  provides  that all options to purchase  our common
stock,  whether  granted  under  our  various  equity  compensation  plans  or
otherwise,  and that are  outstanding  at the  effective  time of the  merger,
whether or not then  exercisable,  will be cancelled  and  converted  into the
right to  receive  an amount in cash  equal to the  product  of the  number of
shares of our  common  stock  subject to the option and the amount (if any) by
which $42.00, the merger  consideration,  exceeds the per share exercise price
of the option, without interest and less any applicable withholding tax.

                                    - 30 -




     Based on the number and exercise  prices of vested and  unvested  options
held on October 6, 2006 by our executive officers and directors,  as set forth
in the following table, our executive  officers and directors will receive the
following  amounts  (before any applicable  withholding  tax) in settlement of
their respective options if the merger is completed:






                                                     OPTIONS THAT WILL VEST AS
                            VESTED OPTIONS            A RESULT OF THE MERGER              TOTALS
                       -------------------------- ----------------------------- -----------------------------
                                    PAYMENT                    PAYMENT (NET OF               TOTAL PAYMENT
                                (NET OF PER SHARE                PER SHARE        TOTAL    (NET OF PER SHARE
        NAME           SHARES    EXERCISE PRICE)     SHARES    EXERCISE PRICE)    SHARES    EXERCISE PRICE)
--------------------- -------- ------------------ ----------- ----------------- ---------- ------------------

                                                                         
NON-EMPLOYEE
DIRECTORS:
Nam-Hai Chua.......    113,685   $  2,357,773        534     $    12,298         114,219   $  2,370,071
Jon E.M. Jacoby....    113,685   $  2,357,773        534     $    12,298         114,219   $  2,370,071
Joseph M. Murphy...    111,907   $  2,320,808        534     $    12,298         112,441   $  2,333,106
F. Murray Robinson      20,794   $    344,589      5,334     $    92,000          26,128   $    436,589
Stanley P. Roth....    113,685   $  2,357,773        534     $    12,298         114,219   $  2,370,071
Rudi E. Scheidt....    113,685   $  2,357,773        534     $    12,298         114,219   $  2,370,071
EXECUTIVE OFFICERS:
W.T. Jagodinski (1)    492,012   $  9,650,632     44,911     $ 1,003,121         536,923   $ 10,653,753
Kenneth Avery......         --   $         --     36,000     $   668,700          36,000   $    668,700
Charles R. Dismuke,
Jr.................    150,812   $  2,802,298         --     $        --         150,812   $  2,802,298
R.D. Greene........     94,702   $  1,703,688     38,000     $   820,950         132,702   $  2,524,638
William V. Hugie...     65,406   $  1,293,955         --     $        --          65,046   $  1,293,955
James H. Willeke...     17,321   $    227,213         --     $        --          17,321   $    227,213
Other executive
officers (8
persons)...........    242,313   $  3,919,725     34,000     $   639,980         276,313   $  4,559,705


(1)  The  amounts set forth for Mr. Jagodinski  do not include any amounts due
related  to income  tax  gross  ups with  respect  to the  income  that may be
incurred by him with respect to his stock options.  Pursuant to his employment
agreement,  Mr.  Jagodinski  would receive an estimated income tax gross up of
$6,157,119  with respect to his vested  options and  $639,993  with respect to
options that will vest as a result of the merger.  Mr.  Jagodinski  would also
receive an  estimated  excise tax gross up of  $3,709,536,  which is partially
attributable to the vesting of his options.



     Other Awards

     All  outstanding  awards granted to our executive  officers and directors
under our  equity  compensation  plans  other than  stock  options,  including
restricted stock and restricted stock units,  will become  immediately  vested
and will be  converted  into the  right to  receive  $42.00  per share in cash
without  interest and less any  applicable  withholding  tax. As of October 6,
2006, the following executive officers and directors held the following awards
other than stock options,  and each  individual  listed below will receive the
following  amounts  (before any applicable  withholding  tax) in settlement of
their respective other awards if the merger is completed:




                                            RESTRICTED STOCK
                        RESTRICTED STOCK        UNITS              TOTALS
                        ----------------    ----------------  ----------------
                                                              TOTAL     TOTAL
         NAME           SHARES   PAYMENT   SHARES   PAYMENT   SHARES   PAYMENT
----------------------  ------   -------   ------   -------   ------   -------
                                                    
NON-EMPLOYEE DIRECTORS:
Nam-Hai Chua                 --  $      --  2,468  $ 103,656   2,468  $ 103,656
Jon E.M. Jacoby              --  $      --  2,468  $ 103,656   2,468  $ 103,656
Joseph M. Murphy             --  $      --  2,468  $ 103,656   2,468  $ 103,656
F.  Murray Robinson          --  $      --  2,468  $ 103,656   2,468  $ 103,656
Stanley P. Roth              --  $      --  2,468  $ 103,656   2,468  $ 103,656
Rudi E. Scheidt              --  $      --  2,468  $ 103,656   2,468  $ 103,656
EXECUTIVE OFFICERS:
W.T. Jagodinski          12,902  $ 541,884     --  $      --  12,902  $ 541,884
Kenneth Avery             4,000  $ 168,000     --  $      --   4,000  $ 168,000
Charles R. Dismuke, Jr.   6,144  $ 258,048     --  $      --   6,144  $ 258,048
R.D. Greene               6,746  $ 283,332     --  $      --   6,746  $ 283,332
William V. Hugie          2,607  $ 109,494     --  $      --   2,607  $ 109,494
James H. Willeke          1,258  $  52,836     --  $      --  1,258   $  52,836
Other executive
officers (8 persons)     17,146  $ 720,132     --  $      --  17,146  $ 720,132



                                    - 31 -




     Pursuant to the provisions of the 2005 Omnibus Stock Plan,  dividends are
paid on  restricted  stock units issued to directors in the form of additional
restricted  stock  units  when  dividends  are  declared  and  paid on  D&PL's
outstanding  common stock,  and in an amount,  with respect to each restricted
stock  unit,  that is  equivalent  to the cash  dividend  paid on one share of
common  stock.  To the extent that  dividends  are  declared  and paid by D&PL
between  October  6, 2006 and the  closing of the  transaction,  the number of
restricted  stock units held by the directors will increase based on the above
described policy.

     The  directors  of D&PL have  authorized  the  issuance of  approximately
155,000  shares  of  restricted  stock  and  restricted  stock  units  to  the
directors,  officers  and  key  employees  of  D&PL  in  accordance  with  the
provisions  of the 2005 Omnibus Stock Plan.  These shares of restricted  stock
and  restricted  stock units,  if issued,  will vest over a three year period.
However, at the effective time of the merger, those shares of restricted stock
and  restricted  stock  units  will  become  immediately  vested  and  will be
converted into the right to receive $42.00 per share in cash without  interest
and less any applicable  withholding tax. If the merger does not close,  these
instruments will vest 40% on the first  anniversary of their issuance,  30% on
the second  anniversary  of their  issuance and the remaining 30% on the third
anniversary of their issuance.

     Change in Control Provisions

     We have entered into agreements with each of our executive  officers that
provide for the  continuation  of certain  payments  and  benefits in order to
induce  the  executive  to remain  in our  employ,  and to  ensure  his or her
continued dedication and efforts without undue concern for his or her personal
financial and employment security.

     Mr. Jagodinski
     --------------

     On August 25, 2006,  we entered  into an amended and restated  employment
agreement with W.T.  Jagodinski,  our President and Chief  Executive  Officer,
which we refer to as the Amended Employment Agreement.  The Amended Employment
Agreement  supersedes Mr.  Jagodinski's prior restated  employment  agreement,
dated September 1, 1997 and modified on January 14, 1998, which we refer to as
the Prior Employment Agreement. The Amended Employment Agreement provides that
if Mr.  Jagodinski is employed by us at the time of a change in control or has
been terminated by us in  anticipation of a change in control,  as those terms
are  defined  in the  Amended  Employment  Agreement,  then  upon a change  in
control,  Mr.  Jagodinski  will be entitled to receive (1) an amount  equal to
earned but unpaid  base salary  plus a pro rata  portion of his highest  bonus
earned in any of the five prior  fiscal  years,  (2) an amount  equal to three
times base salary  (determined  at the time of the change in control) plus his
highest  bonus  earned in any of the five prior  fiscal  years,  (3) an amount
equal to 20% of the sum of base salary  (determined  at the time of the change
in control)  plus his  highest  bonus  earned in any of the five prior  fiscal
years for  purposes of  obtaining  accounting  services,  (4) the value of the
excess of Mr. Jagodinski's  benefit under our retirement plan if he were to be
credited with an additional  three years of service and his actual  benefit at
the time of the change in  control,  (5)  continuation  of health and  welfare
benefits  at our cost (in  addition  to the  right to COBRA  coverage)  for 36
months  following  the date of the change in control,  (6)  continued use of a
company-provided  cellular phone, secretarial assistance,  voice mailbox, mail
drop  service,  laptop  computer,  email  account and  vehicle  and  continued
coverage  under  directors and officers  liability  insurance  policy,  for 36
months after the change in control and (7) the right to a cash payment in lieu
of  receiving  shares of our common  stock for  exercisable  options  that Mr.
Jagodinski is required to surrender.

     Mr.  Jagodinski is entitled to receive a gross-up  payment for any income
or  employment  taxes owed with respect to any  payments or benefits  received
upon a change in control such that the amount he retains after-tax is equal to
the amount he would have  retained  had no income or  employment  tax applied.
Under the Amended Employment Agreement, the income and employment tax gross-up
applies to all payments and benefits  except payment of earned but unpaid base
salary and pro rata bonus and the  payment of three times base salary plus his
highest  bonus  earned in any of the five  prior  fiscal  years.  The  Amended
Employment  Agreement provides that Mr. Jagodinski is also entitled to receive
a gross-up  payment with respect to any excise taxes under Section 4999 of the
Internal  Revenue  Code of 1986,  as amended,  which we refer to herein as the
Code,  incurred with respect to any payments or benefits received from us such
that the amount he retains after-tax is equal to the after-tax amount he would
have retained had no excise tax applied.

     In order to comply with  Section  409A of the Code,  all amounts  payable
under the Amended Employment Agreement before January 1, 2007 will not be paid
earlier than the first business day after December 31, 2006.

                                    - 32 -




     The Amended  Employment  Agreement  provides that upon his termination of
employment  for  any  reason  on  or  following  a  change  in  control  or in
anticipation of a change in control,  Mr.  Jagodinski will not compete against
us for a period of 18 months from the date of termination  of employment.  For
purposes of the non-competition  covenant of the Amended Employment Agreement,
Mr.  Jagodinski may not 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 cottonseed  breeding,  production and marketing  process in the
same geographical area with any line of business in which we are now engaged.

     Messrs. Avery and Greene
     ------------------------

     On  August  23 and 24,  2006,  we  entered  into a  severance  protection
agreement with each of Kenneth M. Avery and R.D.  Greene,  respectively,  that
provides that, if the respective  executive is employed by us at the time of a
change in  control  (as that term is  defined  in the  agreement)  or has been
terminated by us in anticipation of a change in control, then upon a change in
control,  the respective  executive will be entitled to receive (1) a lump sum
payment  equal to (a) earned but unpaid base salary plus a pro rata portion of
his highest  bonus  earned in any of the five prior  fiscal  years,  (b) three
times base salary  (determined  at the time of the change in control) plus his
highest bonus earned in any of the five prior fiscal  years,  (c) with respect
to Mr.  Greene,  30% of the sum of base salary  (determined at the time of the
change in  control)  plus his  highest  bonus  earned in any of the five prior
fiscal  years and,  with  respect  to Mr.  Avery,  $30,000,  for  purposes  of
obtaining  accounting  services  and  (d)  the  value  of  the  excess  of the
respective  executive's  benefit  under our  retirement  plan if he were to be
credited with an additional  three years of service and his actual  benefit at
the time of the change in control, and (2) for 36 months following the date of
the change in control, (a) continuation of health and welfare benefits, at our
cost (in addition to the right to COBRA  coverage)  and (b)  continued  use of
company-provided secretarial assistance, voice mailbox, laptop computer, email
account, mail drop service and vehicle.

     Under the  severance  protection  agreement,  Mr.  Greene is  entitled to
receive a  gross-up  payment  for any  income or  employment  taxes  owed with
respect to the payment made with respect to his obtaining  accounting services
such that the amount he retains after-tax is equal to the amount he would have
retained had no income or employment  tax applied.  The  severance  protection
agreements provide that Messrs.  Avery and Greene are each entitled to receive
a gross-up  payment with respect to any excise taxes under Section 4999 of the
Code incurred  with respect to any payments or benefits  received from us such
that the amount such  executive  retains  after-tax is equal to the  after-tax
amount he would have retained had no excise tax applied.

     Upon termination of employment for any reason on or following a change in
control or in  anticipation of a change in control,  the severance  protection
agreements  provide  that each  respective  executive  agrees  not to  compete
against  us for 18 months  from the date of  termination  of  employment.  For
purposes of this  non-competition  covenant,  the respective executive may not
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
cottonseed breeding, production and marketing process in the same geographical
area with any line of business in which we are now engaged  unless his new job
duties do not require or allow him to directly engage in activities that would
violate  those   prohibitions   and  he  does  not  violate  his   contractual
confidentiality obligations to our company.

     Messrs. Dismuke and Hugie
     -------------------------

     On  August  21 and 24,  2006,  we  entered  into a  severance  protection
agreement with each of Charles Dismuke,  Jr. and William Hugie,  respectively,
that  provides  that, if within 24 months of a change in control (as that term
is  defined  in the  agreement),  the  respective  executive's  employment  is
terminated by us without  "cause" and other than due to "disability" or death,
or by the  executive  for "good  reason"  (as those  terms are  defined in the
agreement) or during the 30 day period following the first  anniversary of the
change in control,  the respective executive will be entitled to receive (1) a
lump sum  payment  equal to (a) earned but unpaid  base salary plus a pro rata
portion of his highest bonus earned in any of the five prior fiscal years, (b)
three times base salary  (determined  at the time of the change in control or,
if greater,  the date of  termination  of  employment)  plus his highest bonus
earned in any of the five prior  fiscal  years,  (c) $30,000  for  purposes of
obtaining  outplacement  services  and  (d) the  value  of the  excess  of the
respective  executive's  benefit  under our  retirement  plan if he were to be
credited with an additional  three years of service and his actual  benefit at
the  time of the  termination,  and (2) for 36  months  following  the date of
termination of employment, (a) continuation of health and welfare benefits, at
our cost (in addition to the

                                    - 33 -




right to COBRA coverage) and (b) continued use of company-provided secretarial
assistance,  voice mailbox, laptop computer,  email account, mail drop service
and vehicle.

     The  severance  protection  agreements  provide that Messrs.  Dismuke and
Hugie are each  entitled  to receive a gross-up  payment  with  respect to any
excise  taxes under  Section  4999 of the Code  incurred  with  respect to any
payments or  benefits  received  from us such that the amount  such  executive
retains  after-tax is equal to the  after-tax  amount each would have retained
had no excise tax applied.

     If Mr.  Dismuke or Mr. Hugie  qualifies as a "specified  employee"  under
Section 409A of the Code, payments made to the respective  executive under the
applicable  severance  protection agreement may be delayed for six months from
the date of termination of employment.

     If, during the term of the applicable  severance protection agreement and
within  24  months  of a change  in  control,  Mr.  Dismuke's  or Mr.  Hugie's
employment  is  terminated  by us  for  disability,  due  to  death  or by the
executive  for other than good  reason and other  than  during the  thirty-day
period  following  the  first  anniversary  of  the  change  in  control,  the
respective  executive  will  receive  earned but unpaid base salary plus a pro
rata  portion of his  highest  bonus  earned in any of the five  prior  fiscal
years. If either executive is terminated by us for cause,  such executive will
only be entitled to earned but unpaid base salary.

     Upon termination of employment for any reason on or following a change in
control or in  anticipation of a change in control,  the severance  protection
agreements  provide  that each  respective  executive  agrees  not to  compete
against  us for 18 months  from the date of  termination  of  employment.  For
purposes  of  the  non-competition   covenant  of  the  severance   protection
agreements,  the respective executive may not 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 cottonseed  breeding,  production and marketing
process in the same  geographical  area with any line of  business in which we
are now  engaged  unless  his new job  duties do not  require  or allow him to
directly  engage in activities  that would violate those  prohibitions  and he
does not violate his contractual confidentiality obligations to our company.

     Mr. Willeke and Other Executives
     --------------------------------

     On August 24, 2006, we entered into a severance protection agreement with
each of James H. Willeke and certain  other  executive  officers that provides
that,  if within 24 months of a change in control  (as that term is defined in
the  agreement),  the  respective  executive's  employment is terminated by us
without  "cause"  and  other  than due to  "disability"  or  death,  or by the
executive for "good  reason" (as those terms are defined in the  agreement) or
during  the 30 day period  following  the first  anniversary  of the change in
control,  the respective  executive will be entitled to receive (1) a lump sum
payment  equal to (a) earned but unpaid base salary plus a pro rata portion of
his or her highest bonus earned in any of the five prior fiscal years, (b) one
and  one-half  times  the sum of base  salary  (determined  at the time of the
change in control or, if greater,  the date of termination of employment)  and
his or her highest  bonus  earned in any of the five prior fiscal  years,  (c)
$30,000 for purposes of obtaining accounting services and (d) the value of the
excess of the respective  executive's  benefit under our retirement plan if he
or she  were to be  credited  with an  additional  one and  one-half  years of
service  and his or her  actual  benefit at the time of  termination,  and (2)
continuation  of  health  and  welfare  benefits,  at our cost  for 24  months
following  the date of the  termination  (in  addition  to the  right to COBRA
coverage)  and  continued  use of a  company-provided  vehicle  for 18  months
following the date of the termination.

     The  severance   protection   agreements  provide  that  each  respective
executive is entitled to receive a gross-up payment with respect to any excise
taxes under  Section 4999 of the Code incurred with respect to any payments or
benefits  received  from  us such  that  the  amount  such  executive  retains
after-tax is equal to the  after-tax  amount he or she would have retained had
no excise tax applied.

     If  any of the  executives  qualifies  as a  "specified  employee"  under
Section 409A of the Code, payments made to the respective  executive under the
applicable  severance protection agreement may be delayed for six months after
the termination of employment.

     If, during the term of the applicable  severance protection agreement and
within 24 months of a change in control,  the employment of Mr. Willeke or any
one of the other executives that are parties to the agreement is

                                    - 34 -




terminated  by us for  disability,  due to death or by the executive for other
than good reason and other than during the 30 day period  following  the first
anniversary of the change in control,  the  respective  executive will receive
earned but unpaid base  salary  plus a pro rata  portion of his or her highest
bonus  earned in any of the five  prior  fiscal  years.  If any  executive  is
terminated by us for cause, such executive will only be entitled to earned but
unpaid base salary.

     The following chart sets forth, for each named executive  officer and for
our other executive  officers as a group, the estimated cash change in control
or  severance  pay to which he or she would be entitled  under the  agreements
described above. Such estimates were derived based on historical  compensation
information. Actual amounts may vary based on the timing of when such payments
are made. In the case of Messrs.  Jagodinski,  Greene and Avery, the change in
control pay is payable  upon a change in control if the  executive  officer is
employed by us at the time of a change in control or has been terminated by us
in anticipation of a change in control. For our other named executives and for
the executive  officers as a group,  the chart sets forth the  aggregate  cash
amount that would be due as severance  payments upon a qualifying  termination
of employment  within two years  following the  completion of the merger.  The
calculations assume completion of the merger on August 31, 2006.

                                                          ESTIMATED CASH
                                                        CHANGE IN CONTROL OR
                                                        SEVERANCE PAYMENTS(2)
-----------------------------------------------------   ---------------------
W.T. Jagodinski(1)...................................     $  2,702,099
R.D. Greene(1).......................................     $  1,497,000
Kenneth Avery(1).....................................     $  1,059,000
Charles R. Dismuke ..................................     $  1,623,999
William V. Hugie(1)..................................     $    945,999
James H. Willeke.....................................     $    495,500
Other executive officers as a group (8 persons) .....     $  3,382,662

(1)  In determining  the amounts  above,  each of these  executives had values
assigned to their  non-compete  agreements of $4,050,000  for Mr.  Jagodinski,
$1,850,000 for Mr. Greene, $750,000 for Mr. Avery, $2,800,000 for Mr. Dismuke,
and  $900,000  for Mr.  Hugie.  We  utilized a third party  valuation  firm to
appraise these non-compete agreements.

(2)  Each of these executives  is  entitled  to the gross up of any excise tax
that may be due as a result of these change in control  severance  agreements.
The amount of excise tax due is  contingent  on a number of factors  including
the  executive's  wages and W-2  compensation in the period the calculation is
prepared  as  well  as  the  value  assigned  to the  executives'  non-compete
agreements.  Presently only Mr. Jagodinski would incur an excise tax and he is
entitled to a gross up of  $3,709,536.  In  addition,  the company will not be
entitled to an income tax deduction  pursuant to section 280G of the Code with
respect to certain change in control payments to Mr. Jagodinski.

     Employment-Related Provisions of the Merger Agreement

     Following the closing date of the merger, Monsanto is obligated under the
merger agreement to cause us, as the surviving  corporation in the merger,  to
honor, pay and perform all of our obligations under all employment, severance,
termination  indemnity,  retention and change in control  agreements  with our
employees.  For a period  of two years  following  the  effective  date of the
merger,  Monsanto is also obligated to cause us, as the surviving  corporation
in the  merger,  to  maintain  and  fund,  in  accordance  with  the  Employee
Retirement Income Security Act of 1974, as amended, or ERISA, the Code and any
other applicable law, employee benefit and compensation plans and arrangements
that  provide  benefits  and  compensation  to  our  employees  that,  in  the
aggregate,  are no less  favorable  than  those in  effect  at the date of the
merger  agreement.  See  "Proposal 1 - The Merger  Agreement  -  Covenants  of
Monsanto and Monsanto Sub, Inc. - Employee Benefits" on page 50.

      Directors' and Officers' Insurance

      Monsanto has agreed,  following  the  effective  time of the merger,  to
maintain  in  effect,  or to cause us,  as the  surviving  corporation  in the
merger,  to  maintain  in effect,  for not less than six years  following  the
effective  time of the merger,  directors' and officers'  liability  insurance
covering the  indemnified  parties who are  currently  covered by our existing
directors' and officers' liability insurance,  on terms and conditions no less
favorable to such  directors  and officers  than those in effect on August 14,
2006 with respect to Monsanto's officers and directors.

                                    - 35 -




APPRAISAL RIGHTS

     Our  stockholders  have the right under  Delaware law to dissent from the
adoption of the merger agreement,  to exercise appraisal rights and to receive
payment  in cash  for the  fair  value of their  shares  of our  common  stock
determined  in  accordance  with Delaware law. The fair value of shares of our
common stock,  as  determined in accordance  with Delaware law, may be more or
less than the merger  consideration to be paid to non-dissenting  stockholders
in the merger.  To preserve  their rights,  stockholders  who wish to exercise
appraisal  rights  must  not  vote in  favor  of the  adoption  of the  merger
agreement and must follow specific  procedures.  Dissenting  stockholders must
precisely follow these specific  procedures to exercise  appraisal  rights, or
their  appraisal  rights may be lost.  These  procedures are described in this
proxy  statement,  and the  provisions  of Delaware  law that grant  appraisal
rights and govern  such  procedures  are  attached as Appendix C to this proxy
statement.  You are encouraged to read these provisions carefully and in their
entirety. See "Appraisal Rights" on page 62.

DELISTING AND DEREGISTRATION OF OUR COMMON STOCK

     If the merger is  completed,  our common stock will be delisted  from the
NYSE and  deregistered  under  the  Exchange  Act and we will no  longer  file
periodic reports with the SEC.

ACCOUNTING TREATMENT

     We expect that the merger  will be  accounted  for by Monsanto  using the
purchase  method  of  accounting,   in  accordance  with  generally   accepted
accounting  principles.  This means that  Monsanto will record as goodwill the
excess,  if any, of the purchase price over the fair value of our identifiable
assets, including intangible assets, and liabilities.

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

     The  following is a  discussion  of the material  United  States  federal
income tax  consequences  of the merger to U.S.  holders  whose  shares of our
common stock are converted  into the right to receive cash in the merger.  The
discussion  is based upon the Code,  Treasury  regulations,  IRS  rulings  and
judicial and  administrative  decisions in effect as of the date of this proxy
statement,  all of which are  subject  to change  (possibly  with  retroactive
effect) or to different  interpretations.  The following  discussion  does not
purport to consider all aspects of U.S.  federal income taxation that might be
relevant to our  stockholders.  This  discussion  applies only to stockholders
who, on the date on which the merger is  completed,  hold shares of our common
stock as a capital asset. The following  discussion does not address taxpayers
subject  to special  treatment  under U.S.  federal  income tax laws,  such as
insurance companies, financial institutions, dealers in securities, tax-exempt
organizations,  mutual  funds,  real estate  investment  trusts,  investors in
pass-through entities, S corporations and taxpayers subject to the alternative
minimum  tax.  In  addition,   the  following  discussion  may  not  apply  to
stockholders  who acquired  their shares of our common stock upon the exercise
of employee stock options or otherwise as compensation for services or through
a  tax-qualified  retirement plan or who hold their shares as part of a hedge,
straddle,  conversion  transaction  or other  integrated  transaction.  If our
common  stock is held  through a  partnership,  the U.S.  federal  income  tax
treatment  of a partner in the  partnership  will  generally  depend  upon the
status of the partner and the activities of the partnership. Partnerships that
are holders of our common stock and partners in such partnerships are urged to
consult their own tax advisors  regarding the tax  consequences to them of the
merger.

     The following discussion does not address potential foreign, state, local
and  other tax  consequences  of the  merger.  All  stockholders  are urged to
consult  their  own  tax  advisors  regarding  the  U.S.  federal  income  tax
consequences, as well as the foreign, state and local tax consequences, of the
disposition of their shares in the merger.

     For purposes of this  summary,  a "U.S.  holder" is a holder of shares of
our common stock, who or that is, for U.S. federal income tax purposes:

     o    an individual who is a citizen or resident of the United States;

     o    a corporation (or other entity taxable as a corporation)  created or
          organized  in or under the laws of the United  States,  any state of
          the United States or the District of Columbia;

                                    - 36 -




     o    an estate the income of which is subject to U.S.  federal income tax
          regardless of its source; or

     o    a trust if (1) a U.S. court is able to exercise primary  supervision
          over the  trust's  administration  and one or more U.S.  persons are
          authorized to control all substantial decisions of the trust; or (2)
          it was in existence  on August 20, 1996 and has a valid  election in
          place to be treated as a domestic trust for U.S.  federal income tax
          purposes.

     Except with  respect to the backup  withholding  discussion  below,  this
discussion  does not discuss the tax  consequences  to any  stockholder who or
that, for U.S. federal income tax purposes, is not a U.S. holder.

     o    For U.S. federal income tax purposes,  the merger will be treated as
          a sale of our  common  stock  for cash by each of our  stockholders.
          Accordingly, in general, the U.S. federal income tax consequences to
          a stockholder receiving cash in the merger will be as follows:

     o    The  stockholder  will  recognize  a  capital  gain or loss for U.S.
          federal   income  tax   purposes   upon  the   disposition   of  the
          stockholder's shares of our common stock pursuant to the merger.

     o    The amount of capital gain or loss  recognized  by each  stockholder
          will be measured by the  difference,  if any,  between the amount of
          cash received by the stockholder in the merger and the stockholder's
          adjusted tax basis in the shares of our common stock  surrendered in
          the  merger.  Gain or loss will be  determined  separately  for each
          block of shares,  i.e.  shares acquired at the same cost in a single
          transaction, surrendered for cash in the merger.

     o    The capital gain or loss, if any, will be long-term  with respect to
          shares  of our  common  stock  that have a  holding  period  for tax
          purposes in excess of one year at the time of the merger.  Long-term
          capital  gains of  individuals  are  eligible  for reduced  rates of
          taxation.  There are  limitations  on the  deductibility  of capital
          losses.

     Cash  payments  made  pursuant  to the  merger  will be  reported  to our
stockholders  and the Internal  Revenue  Service to the extent required by the
Code and applicable Treasury regulations. These amounts ordinarily will not be
subject to withholding of U.S. federal income tax. However, backup withholding
of the tax at applicable rates will apply to all cash payments to which a U.S.
holder is entitled pursuant to the merger agreement if (1) the holder fails to
supply the paying agent with the stockholder's taxpayer  identification number
(Social   Security   number,   in  the  case  of   individuals,   or  employer
identification  number, in the case of other stockholders),  certify that such
number is correct, and otherwise comply with the backup withholding rules, (2)
we have  received  notice from the  Internal  Revenue  Service of the holder's
failure to report  all  interest  and  dividends  required  to be shown on the
stockholder's U.S. federal income tax returns, or (3) the holder is subject to
backup withholding in certain other cases. Accordingly,  each U.S. holder will
be asked to complete and sign a Substitute  Form W-9,  which is to be included
in the  appropriate  letter of transmittal for the shares of our common stock,
in order to provide  the  information  and  certification  necessary  to avoid
backup  withholding  or  to  otherwise  establish  an  exemption  from  backup
withholding  tax,  unless an exemption  applies and is established in a manner
satisfactory to the paying agent. Stockholders who are not U.S. holders should
complete and sign a Form W-8BEN (or other  applicable  tax form) and return it
to the paying  agent in order to provide  the  information  and  certification
necessary to avoid backup withholding tax or otherwise  establish an exemption
from backup  withholding  tax.  Certain of our  stockholders  will be asked to
provide  additional tax information in the  appropriate  letter of transmittal
for the shares of our common stock.

     Backup  withholding is not an additional tax. Any amounts  withheld under
the backup  withholding  rules will be allowed as a refund or a credit against
your U.S.  federal income tax liability  provided the required  information is
timely furnished to the Internal Revenue Service.

     The foregoing  discussion of certain  material  U.S.  federal  income tax
consequences is included for general informational  purposes only. We urge you
to consult your own tax advisor to determine the particular  tax  consequences
to you,  including the application  and effect of any state,  local or foreign
income and other tax laws,  of the receipt of cash in  exchange  for shares of
our common stock pursuant to the merger.

                                    - 37 -




REGULATORY APPROVALS

     General

     At any time before or after the  completion of the merger,  the Antitrust
Division,  the FTC, foreign  competition  authorities and others may challenge
the  merger  on  antitrust  grounds  either  before  or  after  expiration  or
termination of a relevant waiting period.  Accordingly,  at any time before or
after  completion  of the merger,  any of the Antitrust  Division,  the FTC or
others could take action  under the  antitrust  laws as it deems  necessary or
desirable in the public interest,  including  seeking to enjoin the completion
of the merger or permitting  completion  subject to regulatory  concessions or
conditions. As in every transaction,  we cannot assure you that a challenge to
the  merger  will not be made or that,  if a  challenge  is made,  it will not
succeed.

     Under the terms of the  merger  agreement,  the  parties  have  agreed to
cooperate  and  consult  with one  another  in  connection  with the  required
regulatory  approvals.  Monsanto  has also agreed to (i) use  reasonable  best
efforts to ensure that no matter  relating to the HSR Act or any other foreign
or domestic antitrust, competition or premerger notification, trade regulation
law,  regulation  or order,  would  prevent  completion  of the  merger by the
outside date (as defined in "Proposal 1 - The Merger  Agreement - Covenants of
Monsanto and Us - Antitrust  Matters" on page 52), including promptly offering
to divest:  (x) the United States cottonseed  business acquired by Monsanto in
2005, including,  the STONEVILLE(R) and NEXGEN(R) brands; and (y) a license to
Monsanto's currently  commercialized  cotton traits (i.e., the traits marketed
under the following  trademarks:  Roundup  Ready(R),  Roundup  Ready(R)  Flex,
Bollgard(R)  and  Bollgard(R) II) on terms with respect to financial terms and
stacking rights at least as favorable as contained in any existing  commercial
license to those traits,  and (ii) defend through litigation on the merits any
claim  asserted  in any court by any  person  in an  effort to ensure  that no
matter relating to any antitrust law would prevent completion of the merger by
the outside date (as defined in "Proposal 1 - The Merger Agreement - Covenants
of Monsanto and Us - Antitrust Matters" on page 52). We have agreed to use our
reasonable best efforts to cooperate with Monsanto in any such litigation.

     See the subsequent  caption entitled "The Merger Agreement - Covenants of
Monsanto and Us - Antitrust  Matters," for a further  discussion of provisions
of the merger  agreement  relating to  regulatory  approvals  and the Monsanto
termination payment that Monsanto is obligated to pay to us in certain cases.

     HSR Act and Antitrust

     The HSR Act and  related  rules  provide  that  transactions  such as the
merger may not be completed  until certain  information  has been submitted to
the FTC and the Antitrust  Division and specified waiting period  requirements
have  been  satisfied.  On August  28,  2006,  we and  Monsanto  each  filed a
Notification  and  Report  Form with the  Antitrust  Division  and the FTC and
requested early  termination of the waiting period. On September 27, 2006, the
Antitrust  Division  issued a second request to us and Monsanto.  As a result,
the waiting  period has been  suspended  and the parties may not  complete the
merger until 30 days after both parties  substantially comply with this second
request,  unless the waiting  period is  terminated  earlier by the  Antitrust
Division or extended with the consent of us and Monsanto.

     Foreign and Certain Other Regulatory Matters

     We and Monsanto will be required to obtain  approval in  connection  with
the merger from  governmental  competition  authorities in Spain. On September
19, 2006, Monsanto filed the required  notification on behalf of both parties.
Completion  of the  merger  must be  suspended  prior to  receiving  approval,
although  the parties to the merger  agreement  have  applied to the  relevant
authorities  to allow them to complete the merger,  subject to their own risk,
prior to  clearance.  A phase 1 clearance may be received in the normal course
one month after the  notification is accepted by the  authorities.  If phase 1
clearance  is not  obtained  and the matter is  referred to a phase 2 inquiry,
approval, with or without conditions,  may take a further three months. We and
Monsanto do not  currently  anticipate  that the pursuit of this  clearance or
approval will delay or restrict completion of the merger.

     A filing is also  required in Brazil and was filed with the  governmental
competition  authorities on September 4, 2006.  There is no specific  timeline
for  approval  by the  Brazilian  authorities,  but we and  Monsanto  are  not
prevented from completing the merger after the notification has been filed.

                                    - 38 -




     The merger may be subject  to certain  regulatory  requirements  of other
municipal,  state, federal and foreign governmental  agencies and authorities.
We and Monsanto are  currently  working to evaluate and comply in all material
respects with these  requirements,  and do not currently  anticipate that they
will delay or restrict  completion  of the merger.  Except as noted above with
respect to the  required  filings  under the HSR Act, the filings in Spain and
Brazil,  and with respect to the filing of a certificate of merger in Delaware
at or before the effective  time of the merger,  we are not aware of any other
material  government or regulatory  requirements or approvals required for the
completion of the merger.

                                    - 39 -




                       PROPOSAL 1 - THE MERGER AGREEMENT

     The  following  is  a  summary  of  selected  provisions  of  the  merger
agreement. While we believe that this description covers the material terms of
the  merger  agreement,  it may not  contain  all of the  information  that is
important  to you and is  qualified in its entirety by reference to the merger
agreement,  which is incorporated by reference in its entirety into this proxy
statement.  We urge you to read the merger agreement  carefully and completely
because it is the legal  document that governs the merger.  References in this
section to us generally includes our subsidiaries.  References in this section
to  obligations  of Monsanto  often mean  obligations of Monsanto and Monsanto
Sub, Inc.

THE MERGER

     If all of the  conditions  to the  merger  are  satisfied  or  waived  in
accordance  with the merger  agreement,  Monsanto  Sub,  Inc., a  wholly-owned
subsidiary  of  Monsanto,  will  merge  with and  into us,  and we will be the
surviving corporation,  which we refer to as the surviving corporation, in the
merger.

TIMING OF THE MERGER

     The closing date for the merger will be no later than the third  business
day following the  satisfaction  or waiver of all  conditions to the merger or
another date to which we and Monsanto agree in writing.

     On the closing date, we and Monsanto Sub, Inc. will file a certificate of
merger with the  Secretary of State of the State of Delaware and will make all
other  required  filings  under  Delaware  law. At that time,  the merger will
become effective.

DIRECTORS AND OFFICERS OF SURVIVING CORPORATION

     Upon completion of the merger, the directors of Monsanto Sub, Inc. at the
effective  time  of  the  merger  will  be  the  directors  of  the  surviving
corporation,  and our officers at the effective time of the merger will be the
officers of the surviving corporation after the merger.

CONSIDERATION TO BE RECEIVED BY THE COMPANY'S STOCKHOLDERS IN THE MERGER

     At the effective time of the merger, each outstanding share of our common
stock,  together with the associated  preferred  stock purchase  right, or the
rights, and each share of our preferred stock (which, together with our common
stock and the rights,  we refer to as the  shares)  (other than (i) any common
stock or preferred  stock held by us as treasury stock or owned by Monsanto or
any  subsidiary of Monsanto and (ii) any shares that are held by a stockholder
who is entitled to and properly exercises  appraisal rights in compliance with
the required  procedures  under the DGCL) will be converted  into the right to
receive a payment  of $42.00 in cash,  without  interest  and less  applicable
withholding taxes.

     Each share of common  stock or  preferred  stock  held by us as  treasury
stock or owned by Monsanto or any subsidiary of Monsanto  immediately prior to
the effective time of the merger will be cancelled and no payment will be made
in connection with the cancellation of these shares.

PAYMENT FOR SHARES

     As of the  effective  time of the  merger,  Monsanto  will  enter into an
agreement with a paying agent  reasonably  satisfactory to us to make payments
of the merger  consideration  upon surrender of certificates  representing our
common stock. As of that time,  Monsanto will deposit with the paying agent an
amount of cash  sufficient to pay the merger  consideration  to the holders of
shares. As soon as practicable after the completion of the merger,  the paying
agent will mail a letter of transmittal  and  instructions to you advising you
how to surrender your stock certificates in exchange for merger consideration.

     YOU SHOULD NOT RETURN YOUR STOCK  CERTIFICATES  WITH THE  ENCLOSED  PROXY
CARD.  FOLLOWING  COMPLETION OF THE MERGER,  YOU SHOULD NOT FORWARD YOUR STOCK
CERTIFICATES TO THE PAYING AGENT WITHOUT AN EXECUTED LETTER OF TRANSMITTAL.

                                    - 40 -




     You will not be entitled to receive  the merger  consideration  until you
surrender your stock  certificates  to the paying agent,  together with a duly
completed  and executed  letter of  transmittal  and any other  documents  the
paying agent reasonably  requires.  The merger  consideration may be paid to a
person other than the person in whose name the  corresponding  certificate  is
registered if the certificate is properly endorsed for transfer.  In addition,
the person requesting payment must either pay any applicable stock transfer or
other taxes or establish to the satisfaction of Monsanto that any such tax has
been paid or is not applicable.

     Following the effective time of the merger,  and until stock certificates
are  surrendered to the paying agent,  the stock  certificates  will represent
only the right to receive the merger  consideration,  and no interest  will be
paid  or  will  accrue  on the  cash  payable  upon  surrender  of  the  stock
certificates.  After the effective  time of the merger,  no transfers  will be
made on our stock transfer books, except to settle any transfers that occurred
prior to the  effective  time,  and any stock  certificates  presented  to the
paying agent will be cancelled and exchanged for merger consideration.

TREATMENT OF STOCK OPTIONS AND COMPANY AWARDS

     Upon completion of the merger:

     o    each holder of an outstanding  stock option,  whether or not vested,
          will be entitled to receive a cash payment (less withholding  taxes)
          equal to the excess of the merger  consideration  over the  exercise
          price per share of the stock  option,  multiplied  by the  number of
          shares of common stock subject to the stock option; and

     o    each holder of an  outstanding  equity award  (including  restricted
          stock and  restricted  stock units,  but excluding  stock  options),
          whether or not vested,  will be  entitled to receive a cash  payment
          (less  withholding  taxes and without  interest) equal to the merger
          consideration  in respect of each share of common stock  represented
          by these awards.

     Upon completion of the merger,  all of the outstanding  stock options and
other  outstanding   equity  awards,   including  all  outstanding  shares  of
restricted  stock  and all  restricted  stock  units,  will be  cancelled  and
terminated.

REPRESENTATIONS AND WARRANTIES

     In the merger agreement,  we made certain customary  representations  and
warranties to Monsanto and Monsanto Sub, Inc., subject to exceptions disclosed
(a) to Monsanto and Monsanto Sub, Inc. in the disclosure  letter  delivered to
Monsanto and Monsanto Sub,  Inc. in connection  with the signing of the merger
agreement,  or the company  disclosure letter, or (b) in (i) our Annual Report
on Form 10-K for the fiscal year ended August 31, 2005, or our 2005 10-K, (ii)
our Quarterly  Reports on Form 10-Q for the quarterly  periods ended  November
30, 2005,  February 28, 2006 or May 31, 2006, which are collectively  referred
to as the recent 10-Qs, (iii) any current report on Form 8-K that was filed by
us with the SEC  following  the date of the 2005 10-K and prior to the date of
the  merger  agreement,  which are  collectively  referred  to as the  current
reports or (iv) our definitive  proxy statement filed with the SEC on November
19, 2005. However, the representations and warranties that we made to Monsanto
and  Monsanto  Sub,  Inc. in the merger  agreement  were not  qualified by any
exhibits  to the above  referenced  documents  filed with the SEC (other  than
press  releases  filed  as  exhibits  to any of the  current  reports)  or any
disclosures  contained  in the  "risk  factor"  sections  in any of the  above
referenced documents filed with the SEC.

     The  representations  and  warranties  made to Monsanto and Monsanto Sub,
Inc.  by  us  in  the  merger  agreement  generally  cover  both  us  and  our
subsidiaries and relate to:

     o    us and our subsidiaries' due organization,  valid existence and good
          standing  and  power  and  authority  to  operate  their  respective
          businesses;

     o    our corporate power and authority to enter into the merger agreement
          and to carry out our obligations under the merger agreement;

     o    our  capitalization, including the number of shares of common stock,
          stock options, treasury stock and preferred stock outstanding;

     o    our ownership (either directly or through another subsidiary) of all
          of the shares of capital stock of each of our subsidiaries;

                                    - 41 -




     o    the required  consents and  approvals  of third  parties,  including
          governmental entities, relating to the merger;

     o    the  absence  of  (i)  any   conflict   with  or  violation  of  our
          organizational  documents  or the  organizational  documents  of our
          subsidiaries,  (ii) any  violation or breach of or default under any
          of the  instruments or  obligations to which we or our  subsidiaries
          are a party or bound or (iii) any  violation of  applicable  law, in
          each case  arising  from our  entering  into the  merger  agreement,
          completing the merger or complying with the provisions  contained in
          the merger agreement;

     o    our SEC filings  since August 31,  2002,  the  financial  statements
          contained in the 2005 10-K and the recent 10-Qs and certain  matters
          pertaining to the Sarbanes-Oxley Act of 2002, as amended;

     o    the absence of any undisclosed liabilities;

     o    since August 31, 2005, the absence of any "material adverse change,"
          as described below;

     o    the absence of investigations, litigation or court orders against us
          or any of our subsidiaries;

     o    the absence of any violations of the Foreign  Corrupt  Practices Act
          of 1977, as amended, or the FCPA;

     o    significant  contractual  agreements to which we or our subsidiaries
          are a party or bound, including those that restrict us or any of our
          subsidiaries  from  freely  engaging  or  competing  in any  line of
          business anywhere in the world;

     o    environmental matters;

     o    tax matters;

     o    employment and labor matters;

     o    the possession of all licenses and permits  necessary or required in
          connection with the conduct of our and our subsidiaries'  businesses
          as now  conducted,  and  the  effectiveness  of  such  licenses  and
          permits;

     o    real property owned and leased by us or our subsidiaries;

     o    intellectual property matters, including the ownership of or license
          to use (i) all intellectual  property that is material to us and our
          subsidiaries  taken as a whole and (ii) all germplasm that we or any
          of our subsidiaries are presently  selling or reasonably  anticipate
          selling  within  two years of the date of the merger  agreement  and
          that is material to us and our subsidiaries taken as a whole;

     o    the absence of  agreements  with third parties which would grant any
          third  party  access  to the  technology,  including  germplasm,  of
          Monsanto or any of its affiliates or obligate Monsanto or any of its
          affiliates  to  grant  to  any  third  party  access  to  any of the
          technology,   including  germplasm,   of  Monsanto  or  any  of  its
          affiliates,  except,  in each case,  with  respect  to  intellectual
          property  rights in  improvements  in technology that is licensed to
          us;

     o    the absence of any violation by us or any of our  subsidiaries  with
          (i)  our or  their  organizational  documents,  (ii)  any  agreement
          relating to  indebtedness  for borrowed  money,  (iii) any judgment,
          decree or order which names us or any of our subsidiaries as a party
          or (iv) any term of any other material  agreement to which we or our
          subsidiaries are a party or bound;

     o    our and each of our  subsidiaries'  businesses  being in  compliance
          with all applicable laws,  permits,  licenses and other governmental
          authorizations  or  approvals  applicable  to the  operation of such
          businesses;

                                    - 42 -




     o    the accuracy and completeness of information  supplied by us in this
          proxy  statement,  and the compliance of this proxy  statement as to
          form with the requirements of the Exchange Act;

     o    the Rights  Agreement,  dated as of August 13, 1996,  between us and
          Harris Trust and Savings Bank, as amended,  which we refer to as the
          Rights Agreement;

     o    the  absence  of  relationships  with  parties  entitled  to fees or
          commissions  in  connection  with the  merger,  other than UBS,  our
          financial advisor;

     o    our receipt of an opinion from our financial advisor;

     o    the number of the outstanding  shares of common stock that must vote
          in favor of the merger  agreement at the special meeting in order to
          approve  and  adopt  the  merger   agreement  and  the  transactions
          contemplated by the merger agreement; and

     o    the inapplicability of state takeover statutes.

     Many of our  representations  and  warranties  are qualified by "material
adverse effect," materiality and "knowledge of the company".  For the purposes
of the merger  agreement,  (i) "knowledge of the company" and similar  phrases
means  the  actual  knowledge  of any of  three  of  our  specified  executive
officers,  in each case assuming the  compliance  with the internal  reporting
policies and procedures  maintained by us and our  subsidiaries as of the date
of the merger  agreement;  (ii) "material  adverse effect" means any change or
effect that would have a material  adverse  effect on the business,  assets or
financial  condition of us and our  subsidiaries  taken as a whole,  and (iii)
"material  adverse  change" means a material  adverse  change in the business,
assets or financial  condition of us and our subsidiaries taken as a whole. In
respect of material adverse effect and material adverse change,  any change or
effect resulting from or relating to the following is excluded:

     o    conditions  or  circumstances  generally  affecting  the  cotton and
          soybean  planting  seed  industries,  including  any  conditions  or
          circumstances  resulting  from  reductions  in planted  acreage that
          affects the cotton and soybean  planting seed industries  generally,
          other than any  conditions  or  circumstances  that affect us or our
          subsidiaries in a materially  disproportionate  manner when compared
          to the  effects  of  those  conditions  and  circumstances  on other
          persons engaged in the cotton and soybean  planting seed industries,
          provided that only the disproportionate amount will be considered in
          determining  whether those conditions or circumstances  would have a
          material  adverse  effect  on  the  business,  assets  or  financial
          condition of us and our subsidiaries taken as a whole;

     o    the sale of seed containing  technology licensed by us or any of our
          subsidiaries from Monsanto or any of its affiliates;

     o    any  of  the  litigation  matters  or  investigations   specifically
          disclosed to Monsanto in the company disclosure letter;

     o    any change or effect  relating  to  general  political  or  economic
          conditions,  or  resulting  from or arising out of  developments  or
          conditions in agricultural,  credit, financial or securities markets
          in  general,  including  changes  or  effects  caused by  changes to
          government  agricultural  policies,  acts of terrorism or war or any
          material  worsening of these  conditions  existing as of the date of
          the merger  agreement,  other than any change or effect that affects
          us or our subsidiaries in a materially  disproportionate manner when
          compared  to the  effects  of those  changes  and  effects  on other
          persons engaged in the cotton and soybean  planting seed industries,
          provided that only the disproportionate amount will be considered in
          determining  whether  those changes or effects would have a material
          adverse effect on the business,  assets or financial condition of us
          and our subsidiaries taken as a whole;

     o    any weather condition or any hurricane,  earthquake or other natural
          disaster;

     o    any change or effect  primarily  attributable  to the  execution and
          public  announcement of the merger  agreement,  compliance by us and
          our  subsidiaries  with  the  terms  of  the  merger  agreement,  or
          completion of the transactions contemplated by the merger agreement,
          except any change or effect  resulting from any change of control or
          similar provision contained in any agreement to which we or

                                    - 43 -




          any  subsidiary is a party or bound,  unless the relevant  agreement
          was disclosed to Monsanto in the company disclosure letter;

     o    actions taken by Monsanto or any of its affiliates;

     o    insects  or  weeds  developing  resistance  to the  technologies  of
          Monsanto or its affiliates;

     o    actions of any  governmental  entity with respect to technologies of
          Monsanto and its  affiliates  or from the failure of Monsanto or any
          of its  affiliates to obtain or maintain  regulatory  approvals with
          respect to the technology of Monsanto or its affiliates; or

     o    any currency fluctuations.

     The  merger  agreement  also  contains  customary   representations   and
warranties made by Monsanto and Monsanto Sub, Inc. to us, subject to customary
qualifications for materiality.  The representations and warranties made to us
by Monsanto and Monsanto Sub, Inc. relate to:

     o    their due organization,  valid existence and good standing and power
          and authority to operate their respective businesses;

     o    their power and authority to enter into the merger  agreement and to
          carry out their obligations under the merger agreement;

     o    Monsanto's  ownership of all of the issued and outstanding shares of
          capital stock of Monsanto Sub, Inc.,  and Monsanto Sub,  Inc.'s lack
          of  obligations   or  liabilities   other  than  those  incurred  in
          connection its  incorporation  or the  negotiation and completion of
          the transactions contemplated by the merger agreement;

     o    the accuracy and  completeness  of information  supplied by Monsanto
          and Monsanto Sub, Inc. to us for inclusion in this proxy statement;

     o    the required  consents and  approvals  of third  parties,  including
          governmental entities, relating to the merger;

     o    the  absence  of  relationships  with  parties entitled  to  fees or
          commissions in connection  with the merger,  other than  J.P. Morgan
          Securities Inc., the financial advisor to Monsanto;

     o    Monsanto's   access  to  the   necessary   funds  to  complete   the
          transactions contemplated by the merger agreement; and

     o    the absence of a requirement  for a vote of Monsanto's  stockholders
          in order to authorize the completion by Monsanto of the transactions
          contemplated by the merger agreement.

COVENANTS OF D&PL

     Conduct of Our Business Pending the Merger

     Under the  merger  agreement,  we  agreed  that,  except as  specifically
contemplated by the merger  agreement,  or as Monsanto  otherwise  consents in
writing (this consent not to be unreasonably withheld or delayed):

     o    our businesses and that of our subsidiaries will be conducted in the
          ordinary and usual course,  we will use  reasonable  best efforts to
          preserve  our  business   organization  and  goodwill  intact,  keep
          available  the services of our officers and  employees  and maintain
          satisfactory relationships with suppliers,  distributors,  customers
          and other business associates;

     o    we will not  amend our  certificate  of  incorporation  or bylaws or
          those of any of our subsidiaries;

                                    - 44 -




     o    we will  not  split,  combine,  reclassify,  repurchase,  redeem  or
          otherwise acquire any of our outstanding shares;

     o    we will not declare,  set aside or pay any dividend payable in cash,
          stock or property  with respect to the shares,  but we are permitted
          to declare and pay to holders of shares, in a manner consistent with
          past practice as to timing,  regular quarterly dividends of not more
          than $0.15 per share (or not more than $0.17 per share commencing in
          quarters ending after August 31, 2006);

     o    we and our  subsidiaries  will not  issue  or  agree  to  issue  any
          additional  shares of, or rights of any kind to  acquire  shares of,
          capital stock of any class, other than:

          o    the issuance of shares of capital stock of our  subsidiaries to
               us;

          o    shares of our common stock upon the  exercise of stock  options
               that were  outstanding  as of the date of the merger  agreement
               pursuant to our stock option plans; or

          o    grants of  shares  of  restricted  common  stock or  restricted
               common  stock  units  to our or  our  subsidiaries'  employees,
               officers,  consultants  and directors in  accordance  with past
               practices and the terms of our stock option  plans,  subject to
               certain limitations specified in the merger agreement;

     o    we and our  subsidiaries  will not  enter  into or amend or agree to
          enter  into or amend  any  contract  or  agreement  with  any  works
          councils or trade or labor unions  representing our employees or the
          employees of our subsidiaries, other than any work councils or trade
          or labor  unions in the  People's  Republic  of China and only after
          consulting with Monsanto;

     o    we and our  subsidiaries  will not, except as described in "Proposal
          1- The Merger  Agreement - Covenants of D&PL - No  Solicitation"  on
          page 47, authorize, recommend or propose, or enter into an agreement
          in  principle   or  an   agreement   with  respect  to  any  merger,
          consolidation  or  business  combination  (other  than the  Monsanto
          merger) or any acquisition or disposition of any assets, except that
          in the case of the acquisition or disposition of assets,  the merger
          agreement does not prevent us and our subsidiaries from:

          o    acquiring or disposing of assets outside of the ordinary course
               of  business  consistent  with  past  practice  so  long as the
               aggregate  amount of those assets to be acquired or disposed of
               does not exceed $10,000,000; or

          o    acquiring  or  disposing  of assets in the  ordinary  course of
               business consistent with past practice;

     o    we and our subsidiaries  will not, except as permitted by the merger
          agreement, enter into or amend:

          o    any employment,  consulting, severance or termination indemnity
               agreement with any of our "named executive  officers" or any of
               our or our subsidiaries' directors;

          o    any employment,  consulting, severance or termination indemnity
               agreement  other  than  in  the  ordinary  course  of  business
               consistent with past practice;

          o    any change of control agreement; or

          o    any  bonus,  incentive  compensation,   deferred  compensation,
               profit  sharing,  retirement or other  benefit plan,  except as
               required by law or regulations;

     o    we and our subsidiaries  will not, except as permitted by the merger
          agreement,   make  any   contribution   to  any   bonus,   incentive
          compensation,  deferred compensation,  profit sharing, retirement or
          other  benefit  plan,  except in the  ordinary  course  of  business
          consistent  with past  practice  or for  contributions  specifically
          required pursuant to the terms of a plan;

     o    we and our subsidiaries  will not, except as permitted by the merger
          agreement,  grant any salary increase, except in the ordinary course
          of business consistent with past practice;

                                    - 45 -




     o    we and our subsidiaries will not:

          o    except in the ordinary course of business  consistent with past
               practice,  including  the  renewal or  replacement  of existing
               debt,  incur or  assume  any  debt  (including  obligations  in
               respect of capital  leases) other than under  existing lines of
               credit or to fund  out-of-pocket  costs  incurred in connection
               with the merger;

          o    assume,  guarantee,  endorse or otherwise become liable for the
               obligations of any other person, except our subsidiaries in the
               ordinary course of business; or

          o    make any  loans,  advances  or  capital  contributions  to,  or
               investments  in, any other person  other than a  subsidiary  of
               ours  (other  than  trade  credit  or  customary   advances  to
               employees and short-term  investments pursuant to our customary
               cash  management  systems in the ordinary course and consistent
               with past practice);

     o    we will  neither  amend the Rights  Agreement  nor redeem any of the
          rights granted under the Rights Agreement;

     o    except with respect to any litigation, arbitration, investigation or
          other claim between us and any of our subsidiaries, on the one hand,
          and Monsanto and any of its subsidiaries, on the other hand, neither
          we  nor  any of our  subsidiaries  will  settle  or  compromise  any
          material litigation, arbitration,  investigation or other claim in a
          manner that will have a material effect on us;

     o    we will not  grant or permit  to be  created  any lien on any of our
          material  assets or the material  assets of any of our  subsidiaries
          other  than liens  specifically  permitted  by the merger  agreement
          (including (i) liens  reflected in the balance sheet included in the
          2005 10-K or the recent  10-Qs;  (ii) liens of record  consisting of
          zoning  or  planning  restrictions,  easements,  permits  and  other
          restrictions or limitations on the use of real property which do not
          materially detract from the value of, or a materially impair the use
          of, such  property by us and our  subsidiaries  in the  operation of
          their  respective   businesses;   (iii)  liens  for  current  taxes,
          assessments  or  governmental  charges or levies on property not yet
          delinquent   or  being   contested  in  good  faith  and  for  which
          appropriate  reserves  have  been  established  in  accordance  with
          generally accepted accounting principles in the United States (which
          contested   matters  were  disclosed  to  Monsanto  in  the  company
          disclosure letter); (iv) liens imposed by law; and (v) liens that do
          not materially  adversely  affect the use or enjoyment of our assets
          or properties or the assets and properties of our subsidiaries); and

     o    neither  we nor any of our  subsidiaries  will  agree in  writing or
          otherwise to take:

          o    any action that is prohibited under the merger agreement; or

          o    any action that would  constitute  a breach of any  covenant or
               agreement set forth in the merger agreement.

     Stockholders' Meeting

     We have  agreed  to hold the  special  meeting  described  in this  proxy
statement.  Subject to the  exceptions  discussed  in "Proposal 1 - The Merger
Agreement  -  Covenants  of  D&PL - No  Solicitation"  on  page  47 and to the
fiduciary duties of our board of directors, we have also agreed that our board
of directors would (i) recommend that our  stockholders  approve and adopt the
merger  agreement at the special  meeting and (ii) use reasonable best efforts
to obtain the necessary  approval by our  stockholders of the merger agreement
and the transactions contemplated by the merger agreement.

     However,  our board of  directors  may, if it  determines  in good faith,
after consultation with outside legal counsel, that the failure to do so would
result in a breach of its fiduciary duties to our stockholders:

     o    recommend the approval of any other merger,  consolidation  or other
          business   combination   involving   us  or  any  of  our   material
          subsidiaries or the acquisition of all or  substantially  all of our
          or any  material  subsidiaries'  assets or capital  stock,  which we
          refer to as an acquisition transaction;

                                    - 46 -




     o    determine  that the  merger  agreement  or the  merger  is no longer
          advisable;

     o    withdraw (or modify in a manner adverse to Monsanto or Monsanto Sub,
          Inc.) the approval of the merger agreement, the merger or any of the
          other transactions contemplated by the merger agreement;

     o    recommend that our  stockholders  reject the merger  agreement,  the
          merger or any of the other  transactions  contemplated by the merger
          agreement and the merger; or

     o    resolve, agree or publicly propose to take any of these actions.

     At the same time, the foregoing actions may only be taken:

     o    as a result of the occurrence of a material unforeseen change in our
          business or financial condition (without giving effect to any actual
          or  perceived  changes  in our  likelihood  of  success or any other
          matters  pertaining to the Monsanto  litigation) or the market price
          of our common stock; or

     o    in response to or related to an acquisition  transaction (other than
          the  Monsanto  merger) or a proposal  or  expression  of interest in
          respect of an acquisition transaction.  However, if any action is in
          response to or related to an acquisition transaction (other than the
          Monsanto  merger) or a proposal or expression of interest in respect
          of an  acquisition  transaction,  the  action  may  only be taken in
          accordance  with the terms of the merger  agreement  described under
          the caption entitled  "Proposal 1 - The Merger Agreement - Covenants
          of D&PL - No Solicitation" on page 47.

     Access to Information; Cooperation; Related Matters

     We will provide Monsanto and its  representatives and advisors reasonable
access  during normal  business  hours,  and upon  reasonable  notice,  to our
offices, properties,  business plans and records, and we will provide Monsanto
and its  representatives  and advisors with  financial and operating  data and
other  information  as those persons may  reasonably  request,  subject in all
cases to restrictions  of applicable law. Any information  that is so provided
will be subject to the terms of the confidentiality  agreement dated August 9,
2006  between  us and  Monsanto,  which  we  refer  to as the  confidentiality
agreement.  Moreover,  we and  our  subsidiaries  are  not  required  to  make
available to Monsanto or its advisors and representatives:

     o    any information that is subject to confidentiality  obligations that
          do not permit disclosure;

     o    any  information  related to our or our  subsidiaries'  relationship
          with certain parties disclosed to Monsanto in the company disclosure
          letter; or

     o    any  information  that our Chief  Executive  Officer and  Monsanto's
          Chief   Financial   Officer   agree  (in  good  faith)   constitutes
          competitively sensitive information. If no agreement is reached, the
          information will not be furnished.

     We will,  and will cause our  affiliates  to,  cooperate  and  provide to
Monsanto  and  its  representatives  and  advisors  all  relevant  information
required by Monsanto and its  representatives  and advisors for the purpose of
ensuring that the business conducted by us and our subsidiaries complies with,
and does  not  raise  material  liability  risks  under,  applicable  laws and
regulations,  including the FCPA and other  applicable  anti-corruption  laws,
regulations and policies.

     In addition,  if, in connection  with obtaining the regulatory  approvals
required to complete  the merger,  Monsanto  determines  to sell or  otherwise
dispose of us, we will,  and will cause our  subsidiaries  and our  respective
representatives  and advisors to, provide all  cooperation and assistance that
is reasonably  requested by Monsanto in connection with such matters,  subject
to certain limitations specified in the merger agreement.

     No Solicitation

     The merger agreement provides that we will not, and will not authorize or
permit any of our  subsidiaries  or any of our or their  directors,  officers,
employees, agents or representatives, directly or indirectly, to:


                                    - 47 -




     o    solicit,  initiate or encourage  any  inquiries or the making of any
          proposal with respect to an  acquisition  transaction;

     o    negotiate,  explore  or  otherwise  engage in  discussions  with any
          person (other than Monsanto and its directors,  officers, employees,
          agents  and   representatives)   with  respect  to  an   acquisition
          transaction; or

     o    enter into any agreement with respect to an acquisition transaction.

     We also may not enter into any agreement,  arrangement  or  understanding
requiring us to abandon, terminate or fail to complete the merger or any other
transactions contemplated by the merger agreement.

     Despite these prohibitions, prior to the date of the special meeting, and
in  response  to a  bona  fide  unsolicited  written  acquisition  transaction
proposal or  expression  of interest  from a credible  third party that is not
subject  to any  material  financing  uncertainties  and  that  our  board  of
directors determines, in good faith, after consultation with our outside legal
counsel and our financial advisor, constitutes or could reasonably result in a
superior proposal,  we may furnish or disclose non-public  information to, and
negotiate, explore or otherwise engage in discussions with, such third party.

     In addition, prior to the date of the special meeting, and in response to
a bona fide unsolicited written acquisition transaction proposal or expression
of interest  from a credible  third party that is not subject to any  material
financing  uncertainties and that our board of directors  determines,  in good
faith,  after  consultation  with our outside  legal counsel and our financial
advisor,  and after giving  effect to all of the  adjustments  to the Monsanto
merger  proposal  which Monsanto may offer as described  below,  constitutes a
superior  proposal,  we may  enter  into an  agreement  with a third  party in
respect of an acquisition transaction so long as we concurrently terminate the
merger agreement and incur the consequences summarized elsewhere in this proxy
statement.  However,  prior to entering into any agreement  with a third party
and  terminating  the merger  agreement,  we must (i) have  delivered  written
notice to Monsanto of our  intention to take these  actions,  and this written
notice must include the form of agreement  that is to be entered into with the
third  party or a written  summary of all of the  material  provisions  of the
agreement  and (ii)  Monsanto  must be given  three  business  days  after the
delivery  of this  written  notice to  propose  revisions  to the terms of the
merger  agreement (or make another  proposal).  We are only permitted to enter
into a definitive  agreement  with a third party in respect of an  acquisition
transaction  and  terminate  the merger  agreement if, at the end of the three
business day period, our board of directors  determines,  in good faith, after
consultation with our outside legal counsel and our financial advisor,  and in
the exercise of its  fiduciary  duties,  and after giving effect to all of the
adjustments,  which  may  be  offered  by  Monsanto  as  contemplated  by  the
requirement  above,  that the  agreement  with the third party  constitutes  a
superior proposal. Under the merger agreement, a "superior proposal" means any
bona fide  written  offer in respect of an  acquisition  transaction  that our
board of  directors  determines  in good faith,  after  consultation  with our
outside  legal  counsel and our financial  advisor,  is more  favorable to our
stockholders than the Monsanto merger.

     We agreed to immediately cease, and to cause each of our subsidiaries and
our and their directors,  officers,  employees,  agents and representatives to
immediately cease, any solicitations,  discussions or negotiations existing on
the date of the merger  agreement  with any person (other than with  Monsanto)
that has made or  indicated  an  intention to make a proposal in respect of an
acquisition transaction.

     Finally,  we agreed to reasonably  promptly notify Monsanto in writing of
the receipt of any  inquiries or  proposals  and  developments  relating to an
acquisition  transaction,  and we are required to promptly furnish to Monsanto
either a copy of such  proposal  or a written  summary of all of the  material
terms of such  proposal.  We are also  required  to keep  Monsanto  reasonably
informed on a current  basis of the  occurrence  of any material  changes with
respect to these matters.

     Employment,  Retention, Severance and Noncompetition Agreements and Other
     Compensation Arrangements

     We are  offering  to two  groups  of key  employees,  which  we  refer to
respectively  as the Key Employee Group and the Management Key Employee Group,
a Key Employee Employment Protection and Retention Agreement which we refer to
as the retention  agreement.  The retention agreement provides for a retention
bonus payment to be made on each of the  effective  time of the merger and the
four-, eight- and twelve- month

                                    - 48 -




anniversaries  of the effective time of the merger.  The total retention bonus
payable to employees who remain employed for the entire twelve-month period is
equal to one year base salary for the Key  Employee  Group and six months base
salary for the Management Key Employee Group.

     Under the retention agreement,  if, prior to the twelve-month anniversary
of the effective time of the merger, the employment of any employee covered by
the retention  agreement is terminated by us without "cause" or other than due
to  "disability"  or by the  employee  for "good  reason"  (as such  terms are
defined in the  retention  agreement),  the  employee  will be entitled to the
following,  in  satisfaction  of all severance  pay claims  against us and our
subsidiaries: (i) a pro-rata portion of the total retention bonus; (ii) a lump
sum payment  equal to the  employee's  base salary  plus bonus;  (iii)  vested
amounts owed under our employee  benefit plans;  (iv)  continuation of welfare
and  fringe  benefits  plans  until the first  anniversary  of the  employee's
termination or, if earlier, the date the employee obtains comparable coverage;
(v) forgiveness of all forgivable  loans  outstanding at the effective time of
the merger;  and (vi) if the employee uses a car provided by us, 50% of either
the present value of the remaining  lease  payments or buyout value of the car
if it is leased or the resale value of the car if it is owned. If any employee
would be subject to an excise tax  pursuant  to Section  280G of the Code with
respect  to these  payments,  the  payments  will be reduced if doing so would
result in the employee  receiving a larger after-tax amount.  For the one year
period  following  the  employee's  termination,  the  employee  is subject to
noncompetition and nonsolicitation covenants.

     Prior to the effective time of the merger, the merger agreement allows us
to enter  into  employment,  severance  or change in control  agreements  with
certain  executives  and  also  allows  us to  pay a  special  cash  award  to
employees.  We have entered into an amended and restated employment  agreement
with W.T.  Jagodinski  and have entered into Severance  Protection  Agreements
with our executive officers,  including Kenneth M. Avery, R.D. Greene, Charles
R.  Dismuke,  Jr.,  William V.  Hugie,  James H.  Willeke and eight other vice
presidents. These agreements are described in "Interests of Certain Parties in
the Merger" page 30.

     We have  determined that we will increase the 2006 bonus pool income used
for bonus  calculation  purposes to include $10 million  attributable to costs
associated with the Monsanto disputes.  This will result in an increase in the
bonuses paid for 2006 of up to $600,000.  In addition,  we have  established a
one-time bonus pool of up to $2.4 million.  This latter adjustment was made to
reflect  the  aggregate  reduction  in  bonuses  paid  between  2000  and 2005
attributable to costs associated with the Monsanto  disputes since these costs
were deducted from bonus pool income before the bonus formula was applied.  We
have not determined  which  employees will receive an award or the size of any
individual employee's award or if any such awards will be made.

                                    - 49 -




COVENANTS OF MONSANTO AND MONSANTO SUB, INC.

     Confidentiality

     Prior to the  effective  time of the merger,  Monsanto and Monsanto  Sub,
Inc.  will hold,  and will use their  reasonable  best  efforts to cause their
respective officers, directors, employees, consultants, advisors and agents to
hold, in confidence all material described as "Evaluation  Material" under the
confidentiality  agreement in accordance with the terms of the confidentiality
agreement.

     Indemnification

     For a period of not less than six years  from the  effective  time of the
merger:

     o    Monsanto  will,  and  will  cause  the  surviving   corporation  to,
          indemnify,  to the  fullest  extent  permitted  under the DGCL,  our
          present and former directors and officers and the present and former
          directors  and  officers  of our  subsidiaries,  which  we  refer to
          collectively  as the  indemnified  parties,  from  and  against  all
          losses,  obligations,  expenses,  claims,  damages  and  liabilities
          arising  in  respect of actions  taken  prior to and  including  the
          effective  time of the merger in  connection  with  their  duties as
          directors or officers. However,

          o    if any claim is asserted or made within this  six-year  period,
               all  rights to  indemnification  in  respect of that claim will
               continue until final disposition; and

          o    neither  Monsanto nor the surviving  corporation will be liable
               for any settlement  effected  without  Monsanto's prior written
               consent  (which  consent will not be  unreasonably  withheld or
               delayed).

     o    Monsanto  or the  surviving  corporation  will  maintain  in  effect
          directors'   and   officers'   liability   insurance   covering  the
          indemnified  parties  who  are  currently  covered  by our  existing
          directors'  and  officers'   liability   insurance,   on  terms  and
          conditions no less favorable than those in effect at the date of the
          merger agreement with respect to Monsanto's officers and directors.

     In addition,  in the event any indemnified  party becomes involved in his
official  capacity in any action,  proceeding or  investigation  in connection
with any matter,  including the merger,  occurring  prior to and including the
effective time of the merger, Monsanto will periodically  reimburse,  and will
cause the surviving  corporation to periodically  reimburse,  that indemnified
party for his reasonable  legal and other  reasonable  out-of-pocket  expenses
incurred in connection with such matters.

     Operations After the Effective Time

     In the merger  agreement,  Monsanto  stated that it currently  intends to
maintain our offices,  facilities and  operations at their current  locations.
Monsanto  also  stated  that  it  looks  forward  to  continuing   the  strong
relationship developed by us with the community in Scott, Mississippi.

     Employee Benefits

     From and  after the  closing  date,  Monsanto  will  cause the  surviving
corporation to honor,  pay and perform all  obligations  under all employment,
severance,  termination indemnity,  retention and change of control agreements
with or for our employees and our subsidiaries' employees.  Moreover, Monsanto
will cause the surviving  corporation to maintain and fund in accordance  with
ERISA,  the Code and any other applicable law, for a period of two years after
the effective time of the merger,  employee benefit and compensation plans and
arrangements  which, in the aggregate,  provide  benefits and  compensation to
employees of the surviving  corporation and its subsidiaries which are no less
favorable  in the  aggregate  than those  provided  pursuant  to the  employee
benefit  and   compensation   plans  and  arrangements  in  effect  for  those
individuals on the date of the merger agreement.

     From and after the effective time of the merger,  if our employees or the
employees of our  subsidiaries  participate  in any  employee  benefit plan of
Monsanto  or any of its  subsidiaries,  Monsanto  will,  and  will  cause  its
subsidiaries to, cause those employee benefit plans to:


                                    - 50 -



     o    recognize the service of the affected  employees  completed prior to
          the  effective  time of the merger for  participation,  vesting  and
          eligibility  for early  retirement,  but not for purposes of benefit
          accrual or eligibility for subsidized retiree medical benefits; and

     o    waive any  pre-existing  condition  limitations or exclusions  under
          group health plans of Monsanto or its subsidiaries.

     If the merger is  completed  more than three  months after the end of our
last completed  fiscal year, then the amount of any bonuses payable to each of
our  employees  and the  employees of our  subsidiaries,  in each case who are
eligible to  participate  in a bonus plan or  arrangement  for our fiscal year
that includes the closing date,  will be determined  consistent  with our past
practices  and will be payable no later than November 15 of the fiscal year of
the surviving  corporation  next  succeeding the fiscal year that includes the
closing date.

COVENANTS OF MONSANTO AND US

     Best Efforts

     Subject to the terms and  conditions of the merger  agreement  (including
the provisions relating to antitrust approvals), we and Monsanto will each use
its best efforts to take, or cause to be taken, all action and to do, or cause
to be done, all things  necessary,  proper or advisable under  applicable laws
and  regulations to complete the merger.  We and Monsanto will each provide to
one another and to one  another's  counsel  information  as may be required in
order to accomplish the foregoing actions.

     Certain Filings are Required

     Subject to the terms and  conditions of the merger  agreement  (including
the  provisions  relating  to  antitrust  approvals),  we  and  Monsanto  will
cooperate with one another in:

     o    determining  what  actions  by, or filings  with,  any  governmental
          entity or what actions or consents are required to be obtained  from
          parties to any material contracts in connection with the merger; and

     o    seeking any  actions,  consents or  approvals or making any filings,
          furnishing  required  information  and seeking  timely to obtain any
          actions, consents, approvals or waivers.

     Public Announcements

     We and Monsanto  will  consult  with each other before  issuing any press
release or making any public  statement  with respect to the merger  agreement
and the merger.  Moreover,  except as may be required by applicable law or any
listing agreement with any national  securities  exchange,  neither party will
issue a press  release or make any public  statement  prior to  obtaining  the
other party's consent.

     Notices of Certain Events

     We and Monsanto must promptly notify the other of:

     o    any  notice or other  communication  from any person  alleging  that
          their consent is or may be required in connection with the merger;

     o    any notice or other  communication  received  from any  governmental
          entity in connection with the merger;

     o    any actions, suits, claims, investigations or proceedings brought or
          threatened, involving or affecting us or any of our subsidiaries, on
          the one hand, or Monsanto or Monsanto Sub,  Inc., on the other hand,
          relating to the merger; and

     o    any action,  event or occurrence  that would  constitute a breach of
          any representation, warranty, covenant or agreement set forth in the
          merger agreement.

                                    - 51 -




      Antitrust Matters

     We and Monsanto have filed the Pre-Merger  Notification  and Report Forms
under  the  HSR  Act  with  the  FTC and  the  Antitrust  Division,  which  we
collectively refer to as the Antitrust Authorities. On September 27, 2006, the
Antitrust  Division  issued a second request to us and Monsanto.  As a result,
the waiting  period under the HSR Act has been  suspended  and the parties may
not complete the merger until 30 days after both parties  substantially comply
with this second request,  unless the waiting period is terminated  earlier by
the  Antitrust  Division  or  extended  with the  consent of us and  Monsanto.
Following the issuance of a second request, the merger agreement requires that
we and Monsanto use reasonable best efforts to  substantially  comply with the
second  request  as  promptly  as  practicable  (and,  in any  event,  we must
substantially comply with the second request no later than Monsanto).

     In addition to filings with and responses to the  Antitrust  Authorities,
we,  Monsanto and Monsanto  Sub,  Inc.  will use our  commercially  reasonable
efforts  to  obtain  all  other   material   consents  of  third  parties  and
governmental  entities,  and to make all governmental filings necessary to the
completion of the merger.

     Subject to the terms set forth in the merger  agreement,  each party will
cooperate  and consult with the other party in  connection  with the antitrust
matters described under this caption. In particular,  each party will, subject
to applicable law and the  limitations  in the merger  agreement and except as
prohibited by any governmental entity:

     o    furnish to the other that  information  and  assistance as the other
          reasonably  may request in connection  with the  preparation  of any
          submissions to, or agency  proceedings by, any  governmental  entity
          under the HSR Act or any comparable laws of foreign jurisdictions;

     o    promptly  notify  the  other  party  of any  communication  from the
          Antitrust Division, the FTC, any State Attorney General or any other
          governmental entity, and permit the other party to review in advance
          and  accept  all  of  the  other  party's  reasonable   comments  in
          connection  with, any proposed  written  communication to any of the
          foregoing;

     o    to the extent practical,  not participate in any substantive meeting
          or any material  discussion or  communication  with any governmental
          entity  in  respect  of  any  filings,   investigation   or  inquiry
          concerning  the merger  agreement or the merger,  unless it consults
          with  the  other  party  in  advance   and,  if   permitted  by  the
          governmental entity, gives the other party the opportunity to attend
          and participate in the meeting or discussion, or to the extent prior
          consultation  is not practical,  promptly  report to the other party
          the substance of the communication;

     o    furnish the other party with copies of all correspondence,  filings,
          and written  communications  between them and their  affiliates  and
          representatives,  on the one hand, and any governmental  entities or
          their  staffs,  on the  other  hand,  with  respect  to  the  merger
          agreement and the merger; and

     o    make available the party's respective counsel,  experts and advisors
          to the other party, and its respective counsel, experts and advisors
          for the purpose of obtaining the required antitrust approvals.

     Subject to the terms set forth in the merger agreement, Monsanto will use
reasonable best efforts to ensure that:

     o    no  requirement  for a waiver,  consent or approval of the FTC,  the
          Antitrust Division, any State Attorney General or other governmental
          entity;

     o    no decree, judgment, injunction,  temporary restraining order or any
          other order in any suit or proceeding; and

     o    no other matter relating to any antitrust law;

would  prevent  completion  of the merger by  February  14,  2007,  unless the
relevant  regulatory  waiting periods under the HSR Act or competition laws of
Spain have not expired or been  terminated by such date,  in which case,  this
date will be automatically extended to August 14, 2007, solely for the purpose
of Monsanto  satisfying its  obligations  with respect to obtaining  antitrust
approvals,  including  promptly  offering  to divest:  (i) the  United  States
cottonseed

                                    - 52 -




business  acquired  by  Monsanto  in 2005,  including  the  STONEVILLE(R)  and
NEXGEN(R) brands;  and (ii) a license to Monsanto's  currently  commercialized
cotton  traits (i.e.,  the traits  marketed  under the  following  trademarks:
Roundup  Ready(R),  Roundup Ready(R) Flex,  Bollgard(R) and Bollgard(R) II) on
terms  with  respect  to  financial  terms  and  stacking  rights  at least as
favorable as contained in any existing commercial license to those traits. All
references  in this proxy  statement to the "outside  date" mean  February 14,
2007 or August 14, 2007, as applicable.

     Monsanto  will also  defend  through  litigation  on the merits any claim
asserted  in any court by any  person  in an  effort to ensure  that no matter
relating to any antitrust  law would  prevent  completion of the Merger by the
outside  date,  and we have  agreed  to use our  reasonable  best  efforts  to
cooperate  with Monsanto in  connection  with that  litigation.  If the merger
agreement is terminated  (i) because the merger has not been  completed by the
outside  date and at that time,  the waiting  period  under the HSR Act or the
competition laws of Spain has not expired or been terminated, (ii) because the
merger has not been  completed  by the  outside  date and (a) a United  States
federal or state  statute,  rule or regulation  or a United States  federal or
state court order,  injunction or other legal restraint or prohibition related
to antitrust or competition matters would prevent the completion of the merger
or (b) any other statute, rule, regulation,  court order,  injunction or other
legal  restraint or prohibition  related to antitrust or  competition  matters
that would,  individually or in the aggregate,  have or be reasonably expected
to have a material adverse effect (after giving effect to the merger) or would
subject any  director,  officer or other  employee of Monsanto,  Monsanto Sub,
Inc., us or any of our  subsidiaries  to any criminal  liability would prevent
the  completion  of  the  merger  or  (iii)  a law  related  to  antitrust  or
competition  matters makes completion of the merger illegal or prohibited or a
final  non-appealable  governmental  order related to antitrust or competition
matters prevents the parties from completing the merger,  Monsanto will pay to
us $600  million  in  cash,  which we  refer  to as the  Monsanto  termination
payment,  and,  upon making this  payment,  the  Monsanto  litigation  will be
terminated  in all  respects and the parties  will  promptly  take any and all
actions as may be required to dismiss the Monsanto  litigation with prejudice.
Once Monsanto pays us the Monsanto termination payment,  Monsanto will have no
other obligation to us under the merger agreement.

     Confidentiality

     The confidentiality  agreement will remain in full force and effect until
its expiration in accordance with its terms.

     Litigation Stay

     Until the earlier to occur of the termination of the merger agreement and
the closing  date,  and subject to the rights of the parties in respect of the
Monsanto litigation as provided in the merger agreement,  each party will take
all  steps  necessary  to  obtain  (a) from the  Mississippi  Supreme  Court a
continuance  of up to twelve  months of any hearing on, or decision  in, Delta
and  Pine  Land  Company  v.  Monsanto  Company,  et  al,  No.  05-M-00015-SCT
consolidated with No. 05-M-00016-SCT and (b) to the extent necessary, from the
Circuit Court of the First Judicial District of Bolivar County a stay of Delta
and Pine Land Company v. Monsanto Company,  et al, Civil Action No. 2000-1. On
August 27, 2006,  the  Mississippi  Supreme Court entered an order staying the
Monsanto litigation through February 27, 2007.

     Prior to the earlier to occur of the termination of the merger  agreement
in accordance with its terms and the closing date, we and Monsanto have agreed
not to, and to cause our respective affiliates not to, prosecute any claims we
or  Monsanto  may  have  in  respect  of  or  otherwise  pursue  the  Monsanto
litigation.

     In the event the parties are unable to maintain a stay or  continuance of
the Monsanto litigation until the outside date, then the parties will:

     o    take all steps  necessary  to  obtain a  dismissal  of the  Monsanto
          litigation  without  prejudice with leave to refile in (and only in)
          the same forum;

     o    consent to this filing;

     o    waive,  and not assert,  any  applicable  statute of  limitations or
          defense  relating to the passage of time caused by any  dismissal or
          non-pursuit  of claims or  counterclaims  or  failure  to  prosecute
          caused  by  any   dismissal   or  the   non-pursuit   of  claims  or
          counterclaims; and

                                    - 53 -




     o    waive, and not assert, any defense relating to or arising out of the
          parties'  conduct in connection  with  negotiating  or attempting to
          implement the merger agreement.

CONDITIONS TO THE MERGER

     Conditions to the Obligations of Each Party

     The  obligations  of us,  Monsanto and Monsanto Sub, Inc. to complete the
merger are  subject to the  satisfaction  or written  waiver of the  following
conditions:

     o    approval and adoption of the merger agreement by our stockholders;

     o    expiration or termination of any applicable waiting period under the
          HSR Act and the  competition  laws of Spain  relating  to the merger
          (provided  that Monsanto can waive the  requirement  with respect to
          the competition laws of Spain);

     o    the absence of any:

          o    United States federal or state  statute,  rule or regulation or
               United States federal or state court order, injunction or other
               legal   restraint  or   prohibition   that  would  prevent  the
               completion of the merger; and

          o    other statute,  rule,  regulation,  court order,  injunction or
               other legal  restraint or  prohibition  that would  prevent the
               completion  of the  merger,  if the  violation  thereof  would,
               individually  or  in  the  aggregate,  have  or  be  reasonably
               expected to have a material adverse effect (after giving effect
               to the merger) or would subject any director,  officer or other
               employee of Monsanto,  Monsanto Sub,  Inc.,  D&PL or any of its
               subsidiaries to any criminal liability.

     However,  before asserting this condition,  each of the parties must have
used all reasonable best efforts to prevent the entry of the injunction, court
order,  legal restraint or prohibition,  to have the injunction,  court order,
legal restraint or prohibition lifted or withdrawn,  and to appeal as promptly
as possible the injunction,  court order,  legal restraint or prohibition that
may be entered.

     Additional  Conditions to the  Obligations  of Monsanto and Monsanto Sub,
Inc.

     Monsanto's and Monsanto Sub, Inc.'s  obligation to complete the merger is
also subject to the satisfaction or waiver of the following conditions:

     o    our  representations  and warranties in the merger agreement must be
          true and  correct as of the  effective  time of the  merger,  except
          representations  and warranties (a) which address matters only as of
          a certain date,  which must be true and correct as of that date, and
          (b)  relating to certain  actions  not having been taken  during the
          period  between  August 31,  2005 and the date of the signing of the
          merger  agreement,  which must be true and correct as of the date of
          the  signing  of  the  merger  agreement.  This  condition  will  be
          satisfied  to the extent that the  failures in the  aggregate of our
          representations  and warranties  (disregarding any qualifications as
          to materiality  contained in those  representations  and warranties,
          and  other  than the  representations  and  warranties  set forth in
          clauses  (i),  (ii) and (iii) in the bullet  point below) to be true
          and correct  would not,  individually  or in the  aggregate,  have a
          material adverse effect;

     o    our  representations and warranties in the merger agreement relating
          to: (i) our  capitalization;  (ii) our  ownership and license to use
          all  germplasm  that  we or any of our  subsidiaries  are  presently
          selling or  reasonably  anticipate  selling  within two years of the
          date of the  merger  agreement  and that is  material  to us and our
          subsidiaries  taken  as a  whole;  and  (iii)  the  absence  of  any
          agreements  with third  parties  which  would  grant any third party
          access to the technology, including germplasm, of Monsanto or any of
          its  affiliates,  or obligate  Monsanto or any of its  affiliates to
          grant to any third party access to any of the technology,  including
          germplasm,  of  Monsanto  or any of its  affiliates,  in each  case,
          except with respect to intellectual  property rights in improvements
          to technology  licensed to us or our subsidiaries,  must be true and
          correct as of the effective time of the merger, except to the extent
          that the  failure in

                                    - 54 -




          the aggregate of these representations and warranties  (disregarding
          any   qualifications   as   to   materiality   contained   in   such
          representations  and warranties) to be true and correct,  would not,
          individually or in the aggregate,  result in or be reasonably likely
          to  result  in  aggregate  liability  to  Monsanto  or  any  of  its
          affiliates  (including,  in this case, us and our  subsidiaries)  in
          excess of $4,000,000;

     o    there shall not have been any change  that,  individually  or in the
          aggregate, would have a material adverse change; and

     o    we shall have  performed in all material  respects all  obligations,
          and  complied  in all  material  respects  with all  agreements  and
          covenants, in each case required to be performed by or complied with
          by us under the merger  agreement on or prior to the effective  time
          of the merger.

     Additional Conditions to the Obligation of D&PL

     Our obligation to complete the merger is also subject to the satisfaction
or waiver of the following conditions:

     o    the  representations  and  warranties  of Monsanto and Monsanto Sub,
          Inc.  in the  merger  agreement  must be true and  correct as of the
          effective time of the merger (except  representations and warranties
          which address matters only as of a certain date,  which must be true
          and correct as of that date), except to the extent that the failures
          in  the   aggregate   of  those   representations   and   warranties
          (disregarding  any  qualifications  as to  materiality  contained in
          those representations and warranties) to be true and correct,  would
          not,  individually  or in the  aggregate,  have a  material  adverse
          effect on or  materially  delay the  ability of Monsanto or Monsanto
          Sub, Inc. to complete the merger; and

     o    Monsanto and Monsanto Sub, Inc. shall have performed in all material
          respects all obligations, and complied in all material respects with
          all agreements and covenants,  in each case required to be performed
          by or complied  with by them under the merger  agreement on or prior
          to the effective time of the merger.

     Burden of Proof

     Any party  seeking to claim that a condition to its  obligation to effect
the  merger  has not been  satisfied  by reason  of the fact  that a  material
adverse  change  or a  material  adverse  effect  has  occurred  or  would  be
reasonably  expected  to occur or  result  will  have the  burden  of proof to
establish that occurrence or likelihood.

TERMINATION OF THE MERGER AGREEMENT

     The merger agreement may be terminated and the merger may be abandoned at
any time  prior  to the  effective  time of the  merger  (notwithstanding  any
approval of the merger agreement by our stockholders ):

     o    by mutual written consent of D&PL and Monsanto;

     o    by either D&PL or Monsanto, if:

          o    the merger  has not been  completed  on or before  the  outside
               date.  However, no party may terminate the merger agreement for
               this  reason if that  party's  failure  to  fulfill  any of its
               obligations  under the merger agreement was the reason that the
               effective time did not occur on or before the outside date; or

          o    completion of the merger is illegal or otherwise  prohibited by
               any law or final non-appealable court order;

     o    by Monsanto, if:

          o    our board of  directors  withdraws,  modifies  or  changes  its
               recommendation  or approval in respect of the merger  agreement
               or the merger in a manner  adverse to Monsanto or Monsanto Sub,
               Inc.;

                                  - 55 -




          o    our board of directors  approves,  endorses or  recommends  any
               acquisition transaction other than the Monsanto merger;

          o    our  stockholders  do not approve the merger  agreement  at the
               special  meeting  (including any adjournment or postponement of
               that meeting);

          o    we have  breached  any  representation,  warranty,  covenant or
               agreement contained in the merger agreement so that the closing
               conditions  relating to the truthfulness and correctness of our
               representations  and  warranties,  and our compliance  with our
               obligations,   agreements   and  covenants   under  the  merger
               agreement,  would not be satisfied as of any date following the
               date of the merger agreement. However,

               o    we are  entitled  to cure any  such  breach  (if  curable)
                    within 20 days of receiving  written notice from Monsanto;
                    and

               o    Monsanto may not terminate the merger agreement due to our
                    breach,  if  Monsanto  is at that  time  also in  material
                    breach of the terms of the merger agreement; or

     o    by us:

          o    prior to the date of the  special  meeting,  and subject to the
               terms of the  merger  agreement,  to allow us to enter  into an
               agreement in respect of an  acquisition  transaction  which our
               board  of  directors  has  determined  in  good  faith,   after
               consultation  with our outside  legal counsel and our financial
               advisor, and in the exercise of its fiduciary duties, and after
               giving  effect  to  any  adjustments  that  may be  offered  by
               Monsanto, constitutes a superior proposal; or

          o    if  Monsanto  or  Monsanto   Sub,   Inc.   has   breached   any
               representation,  warranty,  covenant or agreement  contained in
               the merger  agreement so that the closing  conditions as to the
               truthfulness and correctness of Monsanto's  representations and
               warranties,  and Monsanto's and Monsanto Sub, Inc.'s compliance
               with their  obligations,  agreements  and  covenants  under the
               merger  agreement,  would  not  be  satisfied  as of  any  date
               following the date of the merger agreement. However,

               o    Monsanto and Monsanto  Sub,  Inc. are entitled to cure (if
                    curable)  any  such  breach  within  20 days of  receiving
                    written notice from us; and

               o    we  may  not  terminate   the  merger   agreement  due  to
                    Monsanto's or Monsanto Sub,  Inc.'s breach if at that time
                    we are also in material  breach of the terms of the merger
                    agreement.

EFFECT OF TERMINATION

     If the merger  agreement is terminated by any of the parties as permitted
by the merger  agreement,  the provisions in the merger agreement  relating to
confidentiality,  the  effect  of  termination  and  the  general  contractual
provisions,  including the provisions  regarding  governing law,  remedies and
rules of construction, will survive.

     In the  event  that  the  merger  agreement  is  terminated  by us due to
Monsanto's  or Monsanto Sub,  Inc.'s  breach in a material  respect of certain
covenants or agreements  contained in the merger  agreement and  Monsanto's or
Monsanto  Sub,  Inc.'s  failure  to cure that  breach  within 20 days after we
inform  Monsanto  in  writing  of the  breach,  which  we refer to as a parent
covenant  termination  event,  Monsanto will pay us $600 million in cash. Upon
making this  payment,  the  Monsanto  litigation  will be  terminated  and the
parties to the  merger  agreement  will  promptly  take all  actions as may be
required to dismiss the Monsanto litigation with prejudice.

     In the event that the merger  agreement is  terminated by Monsanto due to
our board of directors  withdrawing,  modifying or changing its recommendation
or approval of the merger agreement or the merger in accordance with the terms
of the merger  agreement and in a manner  adverse to Monsanto or Monsanto Sub,
Inc., and at the time our board of directors withdrew, modified or changed its
recommendation or approval,  our board of directors had not received a written
proposal or written expression of interest (whether or not publicly announced)
from any person (other than Monsanto or an affiliate  thereof) with respect to
an  acquisition  transaction,  which we refer  to as a  stand-alone  fiduciary
termination event, then:

                                  - 56 -



     o    we will pay Monsanto $15 million in cash;

     o    the obligations of the parties under the merger  agreement to obtain
          and maintain a continuance or stay, as applicable, in respect of the
          Monsanto  litigation  and  otherwise  not to prosecute or pursue any
          claims in respect of the Monsanto litigation will terminate; and

     o    the parties to the merger  agreement will be permitted to pursue any
          and all  rights  and  remedies  that they may have in respect of the
          Monsanto litigation (including, if applicable, re-instituting all or
          any portion of the Monsanto litigation that may be dismissed without
          prejudice in accordance with the terms of the merger agreement).

     In the event that the merger  agreement  is  terminated  by (i)  Monsanto
because  our  board  of  directors   approves,   endorses  or  recommends  any
acquisition  transaction  other than the Monsanto  merger or (ii) us, prior to
the date of the special  meeting,  to allow us to enter into an  agreement  in
respect  of an  acquisition  transaction  which  our  board of  directors  has
determined in good faith,  after  consultation  with our outside legal counsel
and our financial  advisor,  and in the exercise of its fiduciary duties,  and
after  giving  effect to any  adjustments  that may be  offered  by  Monsanto,
constitutes a superior proposal,  each of which we refer to as a topping offer
termination  event,  then at the same time as the  termination  of the  merger
agreement by us or Monsanto,  the Monsanto  litigation  will be terminated and
the parties to the merger  agreement will promptly take any and all actions as
may be required to dismiss the Monsanto litigation with prejudice.

     If the merger  agreement is terminated by Monsanto due to our breach in a
material  respect of certain  covenants or agreements  contained in the merger
agreement,  including if our board of  directors  has  withdrawn,  modified or
changed its  recommendation  or approval in respect of the merger agreement or
the merger in breach of the terms of the merger agreement, and we fail to cure
that breach within 20 days after Monsanto informs us in writing of the breach,
which we refer to as a company covenant  termination  event,  then at the same
time as the  termination  of the merger  agreement by  Monsanto,  the Monsanto
litigation  will be terminated  and the parties to the merger  agreement  will
promptly  take any and all actions as may be required to dismiss the  Monsanto
litigation with prejudice.

     If the merger  agreement is  terminated  by us or Monsanto  other than in
connection  with a termination  which would give rise to an obligation to make
the  Monsanto  termination  payment or in  connection  with a parent  covenant
termination event, a stand-alone  fiduciary termination event, a topping offer
termination event or a company covenant  termination  event,  then,  effective
upon the date of any such termination:

     o    the  obligations of the parties to obtain and maintain a continuance
          or stay in respect of the Monsanto  litigation  and otherwise not to
          prosecute or pursue any claims in respect of the Monsanto litigation
          will terminate; and

     o    the parties to the merger  agreement will be permitted to pursue all
          rights and  remedies  that they may have in respect of the  Monsanto
          litigation,  which  rights and remedies  expressly  survive any such
          termination.  However,  if the merger  agreement  is  terminated  by
          Monsanto due to the fact that:

          o    we  have  breached  any of our  representations  or  warranties
               contained  in the merger  agreement  in a manner  that  permits
               Monsanto to terminate  the merger  agreement and have failed to
               cure that breach within 20 days after  Monsanto has informed us
               in writing of the breach; or

          o    because the merger has not been  completed  by the outside date
               and  the  material  adverse  change  closing  condition  is not
               satisfied on the effective date of the termination,

then,  in  addition  to the  consequences  set forth  above in  respect of the
Monsanto  litigation,  Monsanto's  royalty percentage under certain agreements
with us will be decreased from 71% to 60% pertaining to the use of Bollgard(R)
technology  and  from 70% to 60%  pertaining  to the use of  Roundup  Ready(R)
technology.

                                  - 57 -




     A summary table outlining the termination events follows.

------------- ----------- ------------------------------- ----------------------
TERMINATION   PARTY                                       SPECIFIC CONSEQUENCES
EVENT         TERMINATING EVENT                           OF TERMINATION

------------- ----------- ------------------------------- ----------------------
Any                N/A    The  merger  agreement  is not  Monsanto pays  us $600
Termination               completed  by the outside date  million in cash.
Where                     and the waiting  period  under
Monsanto is               the    HSR    Act    or    the         -and-
Required to               competition  laws of Spain has
Make the                  not   yet   expired   or  been  The           Monsanto
Monsanto                  terminated.                     litigation          is
termination                                               terminated   and   the
payment                                                   parties must  take all
                                       -or-               action to  dismiss the
                                                          Monsanto    litigation
                                                          with prejudice.

                          The  merger  agreement  is not
                          completed  by the outside date
                          and   (a)  a   United   States
                          federal   or  state   statute,
                          rule   or   regulation   or  a
                          United   States   federal   or
                          state court order,  injunction
                          or other  legal  restraint  or
                          prohibition     related     to
                          antitrust    or    competition
                          matters   would   prevent  the
                          completion  of the  merger  or
                          (b) any other  statute,  rule,
                          regulation,    court    order,
                          injunction   or  other   legal
                          restraint    or    prohibition
                          related   to    antitrust   or
                          competition    matters    that
                          would,  individually or in the
                          aggregate,    have    or    be
                          reasonably  expected to have a
                          material     adverse    effect
                          (after  giving  effect  to the
                          merger) or would  subject  any
                          director,   officer  or  other
                          employee     of      Monsanto,
                          Monsanto Sub,  Inc., us or any
                          of  our  subsidiaries  to  any
                          criminal    liability    would
                          prevent the  completion of the
                          merger.

                                       -or-

                          A law related to  antitrust or
                          competition  matters makes the
                          completion   of   the   merger
                          illegal  or  prohibited  or  a
                          final           non-appealable
                          governmental  order related to
                          antitrust    or    competition
                          matters  prevents  the parties
                          from completing the merger.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Parent            D&PL    Monsanto  or   Monsanto   Sub,  Monsanto  pays us $600
Covenant                  Inc.  breaches  in a  material  million in cash.
Termination               respect  certain  covenants or
Event                     agreements  and  fails to cure         -and-
                          the  breach   within  20  days
                          after we  inform  Monsanto  in  The           Monsanto
                          writing of the breach.          litigation          is
                                                          terminated   and   the
                                                          parties  must take all
                                                          action  to dismiss the
                                                          Monsanto    litigation
                                                          with prejudice.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Stand-Alone     Monsanto  Our    board   of    directors  We  pay  Monsanto  $15
Fiduciary                 withdraws, modifies or changes  million in cash.
                          its recommendation or approval

                                  - 58 -




Termination               of the merger agreement or the        -and-
Event                     merger  in accordance with the
                          terms of  the merger agreement  The   parties  are  no
                          and  in a  manner adverse   to  longer   obliged    to
                          Monsanto or Monsanto Sub, Inc.  obtain  and maintain a
                          and, at  that  time, our board  continuance or stay of
                          of directors has  not received  the           Monsanto
                          a written proposal  or written  litigation.
                          expression  of  interest  from
                          any    person   regarding   an         -and-
                          acquisition transaction.

                                                          The    parties     are
                                                          permitted  to   pursue
                                                          any and all rights and
                                                          remedies in respect of
                                                          the           Monsanto
                                                          litigation.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Topping Offer   Monsanto  Our    board   of    directors  The           Monsanto
Termination               approves,      endorses     or  litigation          is
Event             -or-    recommends   any   acquisition  terminated   and   the
                          transaction   other  than  the  parties  must take all
                  D&PL    Monsanto merger.                action  to dismiss the
                                                          Monsanto    litigation
                                        -or-              with prejudice.

                          We   terminate    the   merger
                          agreement,  prior  to the date
                          of  the  special  meeting,  to
                          allow  us  to  enter  into  an
                          agreement   in  respect  of  a
                          transaction  that  constitutes
                          a superior proposal.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Company         Monsanto  We   breach   in  a   material  The           Monsanto
Covenant                  respect  certain  covenants or  litigation          is
Termination               agreements  and  fail  to cure  terminated   and   the
Event                     the  breach   within  20  days  parties must  take all
                          after  Monsanto  informs us in  action  to dismiss the
                          writing of the breach.          Monsanto    litigation
                                                          with prejudice.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Material        Monsanto  We    breach    any   of   our  The   parties  are  no
Breach      by            representations  or warranties  longer   obliged    to
D&PL        of            in  a  manner   that   permits  obtain  and maintain a
Representations           Monsanto  to   terminate   the  continuance or stay of
and Warranties            merger  agreement  and fail to  the           Monsanto
-or-                      cure  the  breach   within  20  litigation.
A Company                 days  after  Monsanto  informs
Material                  us in writing of the breach.            -and-
Adverse Change
                                       -or-               The     parties    are
                                                          permitted  to   pursue
                          The   merger   has  not   been  any and all rights and
                          completed  by the outside date remedies  in respect of
                          and   the   material   adverse the            Monsanto
                          change  closing  condition  is litigation.
                          not     satisfied    on    the
                          effective    date    of    the          -and-
                          termination.
                                                          Monsanto's     royalty
                                                          percentage       under
                                                          certain     agreements
                                                          with  us is  decreased
                                                          from    71%   to   60%
                                                          pertaining to the  use
                                                          of         Bollgard(R)
                                                          technology  and   from
                                                          70% to  60% pertaining
                                                          to the  use of Roundup
                                                          Ready(R) technology.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                                  - 59 -




------------- ----------- ------------------------------- ----------------------
TERMINATION   PARTY                                       SPECIFIC CONSEQUENCES
EVENT         TERMINATING EVENT                           OF TERMINATION

------------- ----------- ------------------------------- ----------------------
Other             D&PL    Any other reason.               The  parties   are  no
                                                          longer   obliged    to
                  -or-                                    obtain and  maintain a
                                                          continuance or stay of
                Monsanto                                  the           Monsanto
                                                          litigation.

                                                                   -and-

                                                          The     parties    are
                                                          permitted   to  pursue
                                                          any and all rights and
                                                          remedies in respect of
                                                          the           Monsanto
                                                          litigation.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

AMENDMENT, EXTENSION AND WAIVER

     At any time prior to the effective time of the merger, the parties to the
merger agreement may:

     o    extend the time for the  performance  of any of the  obligations  or
          other acts of the parties;

     o    waive any inaccuracies in the  representations  and warranties or in
          any document delivered pursuant the merger agreement; and

     o    waive compliance with any of the agreements or conditions  contained
          in the merger  agreement,  except for  approval of our  stockholders
          and,  in  connection  with all HSR Act  filings,  of the FTC and the
          Antitrust Division.

     The  parties  may amend or waive any  provision  of the merger  agreement
prior to the  effective  time of the merger.  After the adoption of the merger
agreement by our  stockholders,  no amendment or waiver requiring  approval of
our stockholders shall be effective unless such approval is obtained.

SPECIFIC PERFORMANCE

     The parties are  entitled  to  specific  performance  of the terms of the
merger  agreement,  in addition to any other remedy to which they are entitled
at law or in equity.

MISCELLANEOUS

     The merger  agreement  has been  incorporated  by reference in this proxy
statement to provide stockholders with information regarding its terms. Except
for its status as the  contractual  document that  establishes and governs the
legal relations among the parties with respect to the  transactions  described
above,  the  merger  agreement  is not  intended  to be a source  of  factual,
business or operational information about the parties.

     The representations,  warranties and covenants made by the parties in the
merger  agreement are qualified and limited,  including by  information in the
company  disclosure  letter.  Representations  and warranties may be used as a
tool to allocate risks between the respective parties to the merger agreement,
including  where the  parties  do not have  complete  knowledge  of all facts,
instead   of   establishing   those   matters  as  facts.   Furthermore,   the
representations  and  warranties  may be subject to standards  of  materiality
applicable to the contracting parties,  which may differ from those applicable
to investors.  These  representations  and warranties may or may not have been
accurate as of any  specific  date and do not purport to be accurate as of the
date of this filing. Accordingly, they should not be relied upon as statements
of factual  information.  Our stockholders  are not third-party  beneficiaries
under  the  merger  agreement  and  should  not  rely on the  representations,
warranties and covenants or any  descriptions  thereof in this proxy statement
as  characterizations  of the actual  state of facts or condition of us or our
affiliates.

                                 - 60 -



OUR  BOARD  OF  DIRECTORS  UNANIMOUSLY  RECOMMENDS  THAT YOU  VOTE  "FOR"  THE
ADOPTION OF THE MERGER AGREEMENT.

                                 - 61 -




                               APPRAISAL RIGHTS

     The  discussion  of the  provisions  set  forth  below is not a  complete
summary regarding your appraisal rights under Delaware law and is qualified in
its entirety by reference to the text of the relevant  provisions  of Delaware
law,  which are attached to this proxy  statement as Appendix C.  Stockholders
intending to exercise  appraisal  rights should  carefully  review Appendix C.
Failure  to follow  precisely  any of the  statutory  procedures  set forth in
Appendix C may result in a termination or waiver of these rights.

     If the merger is consummated,  dissenting holders of our common stock who
follow  the  procedures  specified  in  Section  262 of the  DGCL  within  the
appropriate  time  periods will be entitled to have their shares of our common
stock  appraised  by a court and to receive the "fair value" of such shares in
cash  as  determined  by  the  Delaware  Court  of  Chancery  in  lieu  of the
consideration  that such  stockholder  would  otherwise be entitled to receive
pursuant to the merger agreement.

     The  following is a brief  summary of Section  262,  which sets forth the
procedures for dissenting  from the merger and demanding  statutory  appraisal
rights.  Failure to follow the  procedures  set forth in Section 262 precisely
could result in the loss of appraisal rights. This proxy statement constitutes
notice to holders of our common stock concerning the availability of appraisal
rights under Section 262. A stockholder of record wishing to assert  appraisal
rights  must  hold the  shares  of stock  on the date of  making a demand  for
appraisal rights with respect to such shares and must  continuously  hold such
shares through the effective time of the merger.

     Stockholders  who desire to exercise their appraisal  rights must satisfy
all of the conditions of Section 262. A written demand for appraisal of shares
must be filed with us before the  special  meeting.  This  written  demand for
appraisal  of shares must be in addition to and  separate  from a vote against
the merger.  Stockholders electing to exercise their appraisal rights must not
vote  "FOR"  the  merger.  Any  proxy  or vote  against  the  merger  will not
constitute a demand for appraisal within the meaning of Section 262.

     A demand for  appraisal  must be  executed by or for the  stockholder  of
record,  fully and correctly,  as such stockholder's name appears on the share
certificate.  If the shares are owned of record in a fiduciary capacity,  such
as by a trustee, guardian or custodian, this demand must be executed by or for
the fiduciary. If the shares are owned by or for more than one person, as in a
joint tenancy or tenancy in common, such demand must be executed by or for all
joint owners.  An authorized  agent,  including an agent for two or more joint
owners,  may execute the demand for  appraisal  for a  stockholder  of record;
however,  the agent must identify the record owner and expressly  disclose the
fact that,  in  exercising  the  demand,  he is acting as agent for the record
owner.  A person  having a  beneficial  interest  in our common  stock held of
record in the name of another  person,  such as a broker or nominee,  must act
promptly to cause the record holder to follow the steps  summarized  below and
in a timely manner to perfect  whatever  appraisal rights the beneficial owner
may have.

     A  stockholder  who elects to exercise  appraisal  rights  should mail or
deliver his, her or its written demand to us at our address at One Cotton Row,
Scott,  Mississippi 38772, Attention:  Corporate Secretary. The written demand
for appraisal should specify the stockholder's  name and mailing address,  and
that the stockholder is thereby  demanding  appraisal of his, her or its share
of our common stock.  Within ten days after the effective  time of the merger,
we must  provide  notice  of the  effective  time of the  merger to all of our
stockholders  who have  complied  with  Section 262 and have not voted for the
merger.

     Within  120  days  after  the  effective  time  of the  merger  (but  not
thereafter), any stockholder who has satisfied the requirements of Section 262
may  deliver to us a written  demand for a  statement  listing  the  aggregate
number of shares not voted in favor of the  merger  and with  respect to which
demands for appraisal  have been received and the aggregate  number of holders
of such shares. We, as the surviving corporation in the merger, must mail such
written  statement to the stockholder no later than the later of 10 days after
the  stockholder's  request is received by us or 10 days after the latest date
for delivery of a demand for appraisal under Section 262.

     Within  120  days  after  the  effective  time  of the  merger  (but  not
thereafter),  either we or any  stockholder who has complied with the required
conditions  of Section 262 and who is otherwise  entitled to appraisal  rights
may  file  a  petition  in  the  Delaware   Court  of  Chancery   demanding  a
determination  of the fair value of the shares of our  common  stock  owned by
stockholders  entitled to appraisal  rights.  We have no present  intention to
file such a petition if demand for appraisal is made.

                                 - 62 -




     Upon the filing of any  petition  by a  stockholder  in  accordance  with
Section 262,  service of a copy must be made upon us. We must,  within 20 days
after  service,  file in the office of the  Register  in Chancery in which the
petition was filed, a duly verified list containing the names and addresses of
all  stockholders  who have demanded payment for their shares and with whom we
have not  reached  agreements  as to the value of their  shares.  If we file a
petition,  the petition must be accompanied by the verified list. The Register
in  Chancery,  if so ordered by the  court,  will give  notice of the time and
place fixed for the hearing of such petition by  registered or certified  mail
to us and to the  stockholders  shown  on the  list at the  addresses  therein
stated, and notice will also be given by publishing a notice at least one week
before the day of the hearing in a newspaper of general circulation  published
in the City of Wilmington,  Delaware,  or such  publication as the court deems
advisable.  The  forms  of the  notices  by mail  and by  publication  must be
approved by the court, and we will bear the costs thereof.  The Delaware Court
of Chancery may require the  stockholders  who have  demanded an appraisal for
their shares (and who hold stock  represented by certificates) to submit their
stock certificates to the Register in Chancery for notation of the pendency of
the appraisal  proceedings  and the Delaware Court of Chancery may dismiss the
proceedings as to any stockholder that fails to comply with such direction.

     If a petition  for an  appraisal  is filed in a timely  fashion,  after a
hearing on the  petition,  the court will  determine  which  stockholders  are
entitled  to  appraisal  rights and will  appraise  the shares  owned by these
stockholders,  determining  the fair value of such  shares,  exclusive  of any
element of value arising from the accomplishment or expectation of the merger,
together  with a fair rate of  interest  to be paid,  if any,  upon the amount
determined to be the fair value.

     Stockholders  considering  seeking  appraisal of their shares should note
that the fair value of their  shares  determined  under  Section  262 could be
more, the same or less than the  consideration  they would receive pursuant to
the  merger  agreement  if they  did  not  seek  appraisal  of  their  shares.
Stockholders  should  also note that  investment  banking  opinions  as to the
fairness  from a  financial  point of view of the  consideration  payable in a
merger are not  opinions as to fair value under  Section 262 of the DGCL.  The
costs of the  appraisal  proceeding  may be  determined by the court and taxed
against the parties as the court deems equitable under the circumstances. Upon
application  of a  dissenting  stockholder,  the court may order that all or a
portion of the expenses  incurred by any dissenting  stockholder in connection
with the appraisal  proceeding,  including reasonable  attorneys' fees and the
fees and  expenses  of experts,  be charged pro rata  against the value of all
shares entitled to appraisal. In the absence of a determination or assessment,
each party bears his, her or its own expenses. The exchange of shares for cash
pursuant  to the  exercise of  appraisal  rights  generally  will be a taxable
transaction  for United States federal income tax purposes and possibly state,
local and  foreign  income tax  purposes  as well.  See "The Merger - Material
United States Federal Income Tax Consequences of the Merger" on page 36.

     Any  stockholder  who has duly  demanded  appraisal  in  compliance  with
Section 262 will not, after the effective  time of the merger,  be entitled to
vote for any  purpose  the shares  subject to demand or to receive  payment of
dividends  or other  distributions  on such  shares,  except for  dividends or
distributions  payable  to  stockholders  of  record  at a date  prior  to the
effective time of the merger.

     At any time within 60 days after the  effective  time of the merger,  any
stockholder  will  have the  right to  withdraw  his,  her or its  demand  for
appraisal and to accept the terms offered in the merger agreement.  After this
period,  a  stockholder  may withdraw his, her or its demand for appraisal and
receive payment for his, her or its shares as provided in the merger agreement
only with our consent.  If no petition  for  appraisal is filed with the court
within 120 days after the effective time of the merger,  stockholders'  rights
to appraisal (if available)  will cease.  Inasmuch as we have no obligation to
file such a petition,  any  stockholder  who desires a petition to be filed is
advised to file it on a timely  basis.  No petition  timely filed in the court
demanding  appraisal  may be  dismissed  as to  any  stockholder  without  the
approval of the court,  which approval may be  conditioned  upon such terms as
the court deems just.

     Failure by any stockholder to comply fully with the procedures of Section
262 of the DGCL,  as  reproduced  in Appendix C to this proxy  statement,  may
result in termination of such stockholder's appraisal rights.

                                 - 63 -




                SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                                AND MANAGEMENT

     To our best  knowledge,  based on information  filed with the SEC and our
stock records,  the following table sets forth, as of October 6, 2006,  shares
of our common stock beneficially owned by each director,  each named executive
officer and by all executive  officers and  directors as a group.  To our best
knowledge, the following table also sets forth, as of June 30, 2006, shares of
our common stock  beneficially  owned by any person owning more than 5% of our
shares of common stock.

     A  person's  beneficial  ownership  of  common  stock  is  determined  in
accordance  with the rules and  regulations  of the SEC.  Except as  indicated
elsewhere in the footnotes to this table,  the persons named in the table have
sole voting  power and  investment  power with respect to the shares of common
stock they beneficially own. In addition to the shares of common stock held by
each  individual,  shares of restricted  stock and shares of common stock that
such  person  has the right to acquire as of October 6, 2006 or within 60 days
thereafter, upon the exercise of options granted by us, have been included.

                                                        AMOUNT OF
                                                        BENEFICIAL  PERCENTAGE
NAME OF BENEFICIAL OWNER                                OWNERSHIP   OF CLASS(1)
----------------------------------------------------    ----------  -----------
Westfield Capital Management (2)....................   2,023,690        5.5
Eagle Asset Management, Inc.(3).....................   1,910,995        5.2
Alson Capital Partners LLC(4).......................   1,897,500        5.2
Sterling Capital Management, LLC (5)................   1,825,247        5.0
Kayne Anderson Rudnick Investment Mgt (6)...........   1,799,613        4.9
Jon E. M. Jacoby (7)................................     174,052        0.5
Nam-Hai Chua (8)....................................     125,987        0.3
W.T. Jagodinski (9) (10)............................     600,394        1.6
Joseph M. Murphy (11)...............................     114,241        0.3
F. Murray Robinson (12).............................     164,100        0.4
Stanley P. Roth (13)................................     166,154        0.5
Rudi E. Scheidt (14)................................     145,766        0.4
Kenneth M. Avery (9) (15)...........................       4,000        0.0
Charles R. Dismuke, Jr.  (9) (16)...................     210,052        0.6
R. D. Greene (9) (17)...............................     112,712        0.3
William V. Hugie (9) (18)...........................      69,896        0.2
James H. Willeke (9) (19)...........................      19,418        0.1
All Directors and Executive Officers as a Group (20
persons)(20) .......................................   2,334,660        6.1

(1)  Based on 36,532,274 shares outstanding on October 6, 2006.

(2)  The mailing  address for Westfield  Capital  Management is One Financial
Center, Boston, Massachusetts 02111.

(3)  The mailing  address for Eagle Asset  Management,  Inc. is 880  Carillon
Parkway, St. Petersburg, Florida 33733-0520.

(4)  The mailing  address for Alson  Capital  Partners  LLC is 810 7th Ave Fl
39, New York, NY, United States.

(5)  The  mailing  address for  Sterling  Capital  Management  is 4064 Colony
Road, Suite 300, Charlotte, North Carolina 28211.

(6)  The mailing  address for Kayne Anderson  Rudnick  Investment  Management
LLC is 1800 Avenue of the Stars, # 200, Los Angeles, California 90067.

(7)  Includes   the   following   shares:   5,437   shares  owned  by  Jacoby
Enterprises, Inc.,  as to which Mr.  Jacoby  has sole  power to vote and sole
power of disposition, 20,094 shares held in an IRA account, 8,200 shares held
by an LLC as to which Mr. Jacoby  disclaims  beneficial  ownership and 26,636
shares owned  beneficially by Mr.  Jacoby.

                                 - 64 -




Also includes  113,685  shares of common stock issuable upon exercise of stock
options  vested as of  October  6,  2006,  or within 60 days  thereafter.  The
mailing  address for Mr. Jacoby is 111 Center  Street,  Little Rock,  Arkansas
72201.

(8)  Includes  10,666  shares owned by Dr.  Chua's wife, as to which Dr. Chua
disclaims  beneficial ownership,  and 1,636 shares owned  beneficially by Dr.
Chua.  Also includes 113,685 shares of common stock issuable upon exercise of
stock  options  vested as of October 6, 2006,  or within 60 days  thereafter.
The  mailing  address for  Dr.  Chua is c/o  Laboratory  of  Plant  Molecular
Biology,  Rockefeller University,  1230  York  Avenue,  New  York,  New  York
10021-6399.

(9)  The mailing  address for Messrs.  Jagodinski,  Avery,  Dismuke,  Greene,
Hugie and Willeke is One Cotton Row, Scott, Mississippi 38772.

(10) Includes  3,555 shares owned by Mr.  Jagodinski's  wife, as to which Mr.
Jagodinski  disclaims   beneficial   ownership,   and  91,925   shares  owned
beneficially by Mr. Jagodinski.  Also includes 492,012 shares of common stock
issuable  upon  exercise of stock  options  vested as of October 6, 2006,  or
within 60 days thereafter, and 12,902 shares of restricted stock.

(11) Includes 698 shares owned by Mr.  Murphy's  wife, as to which Mr. Murphy
disclaims  beneficial ownership,  and 1,636 shares owned  beneficially by Mr.
Murphy.  Also includes 111,907  shares of common stock issuable upon exercise
of stock options vested as of October 6, 2006, or within 60 days  thereafter.
The mailing address for Mr.  Murphy is 200 East 42nd Street,  9th Floor,  New
York, New York 10017.

(12) Includes  38,000 shares owned by a Charitable  Remainder Unit Trust,  as
to which Mr. Robinson  disclaims  beneficial  ownership,  and 105,316  Shares
owned  beneficially by Mr.  Robinson.  Also includes  20,794 shares of common
stock  issuable upon exercise of stock options  vested as of October 6, 2006,
or within 60 days thereafter.  The mailing  address for Mr.  Robinson is 1520
Woodruff Lane, Bloomington, Indiana 47401.

(13) Includes 27,500 shares owned by North American Capital  Corporation,  as
to which Mr. Roth has sole power to vote and sole power of  disposition,  and
24,969 shares owned beneficially  by Mr. Roth.  Also includes  113,685 shares
of common stock issuable upon exercise of stock options  vested as of October
6, 2006, or within 60 days  thereafter.  The mailing  address for Mr. Roth is
510 Broad Hollow Road, Suite 206, Melville, New York 11747.

(14) Includes  32,081  shares  owned   beneficially  by  Mr.  Scheidt.   Also
includes 113,685  shares of common  stock  issuable  upon  exercise  of stock
options vested as of  October  6,  2006,  or within 60 days  thereafter.  The
mailing address for Mr.  Scheidt is 54 South  White  Station  Road,  Memphis,
Tennessee 38117.

(15) Includes 4,000 shares of restricted stock.

(16) Includes  53,096  shares  owned   beneficially  by  Mr.  Dismuke.   Also
includes 150,812  shares of common  stock  issuable  upon  exercise  of stock
options vested as of October 6, 2006, or within 60 days thereafter, and 6,144
shares of restricted stock.

(17) Includes 3,664 shares owned  beneficially  by Mr. Greene.  Also includes
102,302 shares of common stock issuable upon exercise of stock options vested
as of October 6,  2006,  or within 60 days  thereafter,  and 6,746  shares of
restricted stock.

(18) Includes  2,243 shares owned  beneficially  by Mr. Hugie.  Also includes
65,046 shares of common stock issuable upon exercise of stock options  vested
as of October  6,  2006, or within 60 days  thereafter,  and 2,607  shares of
restricted stock.

(19) Includes  17,321 shares of common stock  issuable upon exercise of stock
options vested as of October 6, 2006, or within 60 days thereafter, and 1,258
shares of restricted stock.

(20) Includes  1,667,247  shares of common stock  issuable  upon  exercise of
stock options vested as of October 6, 2006, or within 60 days thereafter, and
50,803 shares of restricted stock.

                                 - 65 -




                CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Registration Rights

     Monsanto,  as  the  sole  holder  of our  preferred  stock,  has  certain
registration  rights associated with the common stock into which the preferred
stock is convertible. Monsanto has not converted the preferred stock as of the
record date.

     Cotton Biotechnology Research Contracts

     In October 2002, we and DeltaMax Cotton LLC, a limited  liability company
jointly owned with Verdia, Inc., or Verdia, a wholly-owned indirect subsidiary
of DuPont,  entered into collaborative  research  agreements with Temasek Life
Sciences  Laboratory,  or TLL,  an  organization  organized  under the laws of
Singapore.  In  February  2004 and  November  2004,  we entered  into  license
agreements  for  technology  owned by TLL which is used in the  development of
cotton  products.  Dr.  Nam-Hai  Chua,  one of our  directors,  was the  Chief
Scientific  Advisor of Temasek  Capital  from April 2001 to March 2003 and was
appointed to be Corporate  Advisor to Temasek Holdings from April 2003 through
March 2006,  and has advised  TLL since  April 2004.  Temasek  Holdings is the
parent  company of TLL and Temasek  Capital.  The value of the TLL  agreements
with  us and  DeltaMax  exceeds  $60,000;  however,  the  agreements  are  not
material,  as defined by the SEC.  The  agreements  also are not  material for
Temasek,  and according to Dr. Chua he did not advise TLL on those  agreements
and he derives no particular or direct benefit from the  agreements.  Dr. Chua
recuses  himself from any  discussion  and vote  regarding  DeltaMax's and our
agreements  with TLL.  In  addition,  Dr. Chua has been a paid  consultant  to
Pioneer Hi-Bred  International,  Inc., a DuPont subsidiary,  for several years
and continues in this capacity.  DuPont acquired Verdia in July 2004. Dr. Chua
did not consult with Pioneer/DuPont  regarding this acquisition and he recuses
himself from any discussion and vote regarding DeltaMax.

                                 - 66 -




        PROPOSAL 2 - ADJOURNMENT OR POSTPONEMENT OF THE SPECIAL MEETING

     If we fail to  receive a  sufficient  number of votes to adopt the merger
agreement,  we may propose to adjourn or postpone  the special  meeting,  if a
quorum is  present,  for a period of not more than 120 days for the purpose of
soliciting  additional proxies to adopt the merger agreement.  We currently do
not intend to propose  adjournment or  postponement  of our special meeting if
there are  sufficient  votes to adopt the merger  agreement.  Approval  of the
proposal  to  adjourn or  postpone  our  special  meeting  for the  purpose of
soliciting  additional  proxies requires the affirmative vote of a majority of
the votes cast at the special meeting by holders of shares of our common stock
present or represented by proxy and entitled to vote thereon.

OUR BOARD OF DIRECTORS  RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSAL TO ADJOURN
OR POSTPONE  THE SPECIAL  MEETING,  IF NECESSARY  OR  APPROPRIATE,  TO SOLICIT
ADDITIONAL  PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE MEETING
TO ADOPT THE MERGER AGREEMENT.

                                 - 67 -




                                 OTHER MATTERS

     The board of directors  currently knows of no other business that will be
presented for consideration at the special meeting.  Nevertheless,  should any
business  other  than  that set  forth in the  notice of  special  meeting  of
stockholders  properly  come before the meeting,  the enclosed  proxy  confers
discretionary  authority  to vote  with  respect  to such  matters,  including
matters  that the board of directors  does not know, a reasonable  time before
proxy  solicitation,  are to be  presented  at the  meeting.  If any of  these
matters are  presented  at the  meeting,  then the proxy  agents  named in the
enclosed proxy card will vote in accordance with their judgment.

                                 - 68 -




                         FUTURE STOCKHOLDER PROPOSALS

     If the merger is  completed,  we will no longer have public  stockholders
and there  will be no  public  participation  in any  future  meetings  of our
stockholders.  However, if the merger is not completed,  our stockholders will
continue  to be  entitled  to attend  and to  participate  in our  stockholder
meetings.  We intend to hold the 2007 Annual Meeting only if the merger is not
completed, or if we are required to do so by law.

STOCKHOLDER PROPOSALS

     Stockholder  proposals intended to be included in the proxy statement and
presented at the 2007 Annual  Meeting should have been received by us no later
than August 1, 2006. With regard to stockholder  proposals not included in our
proxy  statement but which a stockholder  wishes to be brought before the 2007
Annual  Meeting,  our bylaws  establish  an  advance  notice  procedure  which
requires  that we receive  notice of such a proposal  by not less than 60 days
nor  more  than 90 days  prior to the date of the  Annual  Meeting;  provided,
however,  that in the  event  that less  than 70 days  notice or prior  public
disclosure of the date of the meeting is given or made to stockholders, notice
by the  stockholder  to be timely must be received not later than the close of
business on the 10th day following the day on which such notice of the date of
the Annual Meeting was mailed or such public  disclosure was made. In addition
to the above  requirements  as to timeliness,  the proposals must meet certain
eligibility requirements of the SEC.

NOMINATION OF DIRECTOR CANDIDATES

     The Nominating  Committee has adopted a policy with regard to considering
a stockholder's nominee. To submit a nominee for consideration,  a stockholder
must provide the Nominating Committee:

     o    proof  of the  stockholder's  eligibility  to  submit  proposals  in
          accordance with Rule 14a-8(b) of the Exchange Act;

     o    a complete description of the candidate's qualifications, experience
          and background; and

     o    the candidate's signed consent to serve on the board.

     In general, the Nominating Committee will evaluate a candidate identified
by a  stockholder  using  the  same  standards  as it uses for  candidates  it
identifies.  Before  recommending a  stockholder's  candidate,  the Nominating
Committee may also:

     o    consider whether the stockholder candidate will significantly add to
          the range of talents, skills and expertise of the board;

     o    conduct   appropriate   verifications   of  the  background  of  the
          candidate; and

     o    interview  the  candidate  or  ask  the  candidate  for   additional
          information.

     The   Nominating   Committee  has  full   discretion  not  to  include  a
stockholder's candidate in its recommendation of nominees to the board. If the
Nominating  Committee  does not  recommend a  stockholder's  candidate  to the
board, it will not make public the reason or reasons for its decision.

COPY OF BYLAW PROVISIONS

     You may  contact  our  Corporate  Secretary  at our  principal  executive
offices for a copy of the relevant Bylaw provisions regarding the requirements
for making stockholder proposals and nominating director candidates.


                                 - 69 -




                      WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and current reports, proxy statements and other
information  with the SEC.  You may read and copy any reports,  statements  or
other  information that we file with the SEC at its Public Reference Room, 100
F Street, N.E.,  Washington,  D.C. 20549, at prescribed rates. Please call the
SEC at 1-800-SEC-0330  for further  information on the operation of the public
reference room.

     Our  public  filings  are also  available  to the  public  from  document
retrieval  services  and  at  the  Internet  site  maintained  by  the  SEC at
www.sec.gov.

     If you have any questions about this proxy statement, the special meeting
or the  merger or need  assistance  with the  voting  procedures,  you  should
contact Georgeson Shareholder Communications,  Inc., our proxy solicitor, toll
free at (866) 296-6841.


                                 - 70 -




                          INCORPORATION BY REFERENCE

     The SEC allows us to incorporate by reference information into this proxy
statement.  This means that we can disclose  important  information  to you by
referring you to another document filed  separately with the SEC.  Information
that we file later with the SEC,  prior to the  closing  of the  merger,  will
automatically  update and supersede the previously  filed  information  and be
incorporated by reference into this proxy statement.

     We  incorporate by reference any documents that may be filed with the SEC
between the date of this proxy  statement and prior to the date of the special
meeting of our stockholders.  These include periodic  reports,  such as Annual
Reports on Form 10-K,  Quarterly  Reports on Form 10-Q and Current  Reports on
Form 8-K, as well as proxy statements (except for information furnished to the
SEC that is not deemed to be "filed" for purposes of the Exchange Act).

     Any person,  including any beneficial owner, to whom this proxy statement
is  delivered  may  request  copies  of  reports,  proxy  statements  or other
information  concerning us, without charge,  by written or telephonic  request
directed  to us at Delta  and Pine Land  Company,  Attention:  Secretary,  One
Cotton Row, Scott,  Mississippi 38772,  Telephone (662) 742-4000. If you would
like to request documents, please do so by         , 2006, in order to receive
them before  the  special  meeting.  In addition,  these documents may also be
obtained through our website at www.deltaandpine.com.

     You should only rely on information provided in this proxy statement.  No
persons  have  been  authorized  to  give  any  information  or  to  make  any
representations  other than those  contained in this proxy  statement  and, if
given or made, such information or representations  must not be relied upon as
having been  authorized  by us or any other  person.  This proxy  statement is
dated       , 2006.  You should not assume that the  information  contained in
this proxy  statement  is  accurate  as of any date other  than that date, and
the mailing  of  this  proxy  statement  to  stockholders shall not create any
implication to the contrary.

                                 - 71 -




                                  APPENDIX A

                               MERGER AGREEMENT





                                  APPENDIX B

                      [LETTERHEAD OF UBS SECURITIES LLC]

August 14, 2006

The Board of Directors
Delta and Pine Land Company
100 Main Street
Scott, Mississippi 38772

Dear Members of the Board:

     We understand  that Delta and Pine Land Company,  a Delaware  corporation
("D&PL"),  is considering a transaction  whereby  Monsanto Sub, Inc.  ("Merger
Sub"), a Delaware corporation and wholly owned subsidiary of Monsanto Company,
a  Delaware  corporation  ("Monsanto"),  will  merge  with and into  D&PL (the
"Transaction").  Pursuant  to the terms of the  Agreement  and Plan of Merger,
dated as of August 14, 2006 (the "Merger Agreement"),  among Monsanto,  Merger
Sub and D&PL, each outstanding  share of the common stock, par value $0.10 per
share,  of D&PL ("D&PL  Common  Stock")  will be  converted  into the right to
receive $42.00 in cash (the "Consideration").  The terms and conditions of the
Transaction are more fully set forth in the Merger Agreement.

     You have requested our opinion as to the fairness, from a financial point
of view, to the holders of D&PL Common Stock (other than Monsanto,  Merger Sub
and their respective  affiliates) of the  Consideration to be received by such
holders in the Transaction.

     UBS  Securities  LLC  ("UBS") has acted as  financial  advisor to D&PL in
connection  with the  Transaction  and will receive a fee for its services,  a
portion of which is payable in connection  with this opinion and a significant
portion of which is contingent upon  consummation of the  Transaction.  In the
past, UBS has provided  investment  banking  services to D&PL unrelated to the
proposed Transaction, for which UBS has received compensation. In the ordinary
course of business,  UBS, its successors and affiliates may hold or trade, for
their own accounts and the accounts of their customers, securities of D&PL and
Monsanto,  and, accordingly,  may at any time hold a long or short position in
such securities.

     Our opinion does not address the relative  merits of the  Transaction  as
compared to other business  strategies or transactions that might be available
with  respect to D&PL or D&PL's  underlying  business  decision  to effect the
Transaction.   Our  opinion  does  not  constitute  a  recommendation  to  any
stockholder of D&PL as to how such stockholder should vote or act with respect
to the Transaction.  At your direction,  we have not been asked to, nor do we,
offer any opinion as to the terms,  other than the Consideration to the extent
expressly  specified  herein,  of the  Merger  Agreement  or the  form  of the
Transaction.  In rendering this opinion,  we have assumed,  with your consent,
that (i) D&PL,  Monsanto and Merger Sub will comply with all material terms of
the  Merger  Agreement  and  (ii)  the  Transaction  will  be  consummated  in
accordance with the terms of the Merger  Agreement  without any adverse waiver
or amendment of any material term or condition  thereof.  We have also assumed
that all  governmental,  regulatory or other consents and approvals  necessary
for the  consummation of the Transaction will be obtained without any material
adverse effect on D&PL or the Transaction.  In connection with our engagement,
we have not been authorized to solicit, and have not solicited, indications of
interest in a business combination with D&PL from any party.

     In arriving at our opinion,  we have,  among other  things:  (i) reviewed
certain  publicly  available  business and  historical  financial  information
relating to D&PL ; (ii) reviewed  certain  internal  financial  information and
other data relating to the business and financial  prospects of D&PL that were
provided to us by the management of D&PL and not publicly available, including
financial  forecasts and estimates  prepared by the management of D&PL ;  (iii)
conducted discussions with members of the senior management of D&PL concerning
the business and financial prospects of D&PL ; (iv) conducted  discussions with
members of the senior management and other representatives of

                                     B-1




The Board of Directors
Delta and Pine Land Company
August 14, 2006
Page 2

D&PL concerning outstanding litigation and certain other proceedings involving
D&PL ; (v) reviewed  publicly  available  financial and stock market data with
respect to certain other companies we believe to be generally  relevant;  (vi)
compared the financial  terms of the Transaction  with the publicly  available
financial  terms of certain  other  transactions  we  believe to be  generally
relevant;  (vii) reviewed current and historical  market prices of D&PL Common
Stock;  (viii)  reviewed the Merger  Agreement;  and (ix) conducted such other
financial  studies,  analyses and  investigations,  and considered  such other
information, as we deemed necessary or appropriate.

     In connection with our review, with your consent, we have not assumed any
responsibility for independent verification of any of the information provided
to or  reviewed  by us for the  purpose of this  opinion  and have,  with your
consent,  relied  on such  information  being  complete  and  accurate  in all
material  respects.  In  addition,  with  your  consent,  we have not made any
independent  evaluation  or  appraisal  of any of the  assets  or  liabilities
(contingent  or otherwise) of D&PL,  nor have we been  furnished with any such
evaluation or appraisal. With respect to the financial forecasts and estimates
referred to above,  we have assumed,  at your  direction,  that they have been
reasonably  prepared  on a  basis  reflecting  the  best  currently  available
estimates and judgments of the management of D&PL as to the future performance
of D&PL. In addition,  based on the belief of the  management of D&PL, we have
assumed, at your direction solely for purposes of our analyses, that the value
that D&PL could  obtain for settling its pending  litigation  and  arbitration
proceedings  with  Monsanto,  in the  aggregate,  would not be material to the
financial  position and prospects of D&PL,  and we therefore have assumed that
the outcome of such  litigation and arbitration  proceedings  would not change
the conclusion  reached in our opinion.  Our opinion is  necessarily  based on
economic,  monetary,  market  and other  conditions  as in effect  on, and the
information available to us as of, the date hereof.

     Based upon and subject to the  foregoing,  it is our opinion  that, as of
the date hereof,  the  Consideration  to be received by holders of D&PL Common
Stock (other than Monsanto, Merger Sub and their respective affiliates) in the
Transaction is fair, from a financial point of view, to such holders.

     This  opinion is provided  for the benefit of the Board of  Directors  in
connection with, and for the purpose of, its evaluation of the Transaction.

                                          Very truly yours,

                                          /s/ UBS Securities LLC

                                          UBS SECURITIES LLC


















                                     B-2




                                  APPENDIX C

APPRAISAL RIGHTS

     ss. 262.  Appraisal rights.  (a) Any stockholder of a corporation of this
State who holds shares of stock on the date of the making of a demand pursuant
to  subsection  (d)  of  this  section  with  respect  to  such  shares,   who
continuously  holds such shares  through the  effective  date of the merger or
consolidation,  who has otherwise complied with subsection (d) of this section
and who has  neither  voted  in  favor  of the  merger  or  consolidation  nor
consented  thereto in  writing  pursuant  to ss.  228 of this  title  shall be
entitled  to an  appraisal  by the Court of  Chancery of the fair value of the
stockholder's shares of stock under the circumstances described in subsections
(b) and (c) of this section.  As used in this section,  the word "stockholder"
means a holder of record of stock in a stock  corporation and also a member of
record of a nonstock  corporation;  the words  "stock"  and  "share"  mean and
include  what is  ordinarily  meant by those  words  and  also  membership  or
membership  interest  of a member  of a  nonstock  corporation;  and the words
"depository receipt" mean a receipt or other instrument issued by a depository
representing an interest in one or more shares, or fractions  thereof,  solely
of stock of a corporation, which stock is deposited with the depository.

     (b)  Appraisal  rights shall be available  for the shares of any class or
series of stock of a constituent  corporation in a merger or  consolidation to
be effected  pursuant to ss. 251 (other than a merger effected pursuant to ss.
251(g) of this title),  ss. 252, ss. 254, ss. 257, ss. 258, ss. 263 or ss. 264
of this title:

     (1) Provided,  however, that no appraisal rights under this section shall
be available for the shares of any class or series of stock,  which stock,  or
depository  receipts in respect thereof, at the record date fixed to determine
the  stockholders  entitled to receive notice of and to vote at the meeting of
stockholders to act upon the agreement of merger or consolidation, were either
(i) listed on a  national  securities  exchange  or  designated  as a national
market  system  security on an  interdealer  quotation  system by the National
Association  of Securities  Dealers,  Inc. or (ii) held of record by more than
2,000  holders;  and  further  provided  that no  appraisal  rights  shall  be
available for any shares of stock of the constituent  corporation  surviving a
merger  if the  merger  did not  require  for  its  approval  the  vote of the
stockholders of the surviving corporation as provided in subsection (f) of ss.
251 of this title.

     (2)  Notwithstanding  paragraph (1) of this subsection,  appraisal rights
under this section shall be available for the shares of any class or series of
stock of a constituent  corporation if the holders thereof are required by the
terms of an agreement of merger or consolidation pursuant to ss. ss. 251, 252,
254,  257,  258,  263 and 264 of this title to accept for such stock  anything
except:

     a. Shares of stock of the  corporation  surviving or resulting  from such
merger or consolidation, or depository receipts in respect thereof;

     b. Shares of stock of any other  corporation,  or depository  receipts in
respect  thereof,  which  shares of stock (or  depository  receipts in respect
thereof)  or  depository  receipts  at the  effective  date of the  merger  or
consolidation  will be either  listed on a  national  securities  exchange  or
designated as a national  market system  security on an interdealer  quotation
system by the National  Association  of  Securities  Dealers,  Inc. or held of
record by more than 2,000 holders;

     c. Cash in lieu of fractional  shares or fractional  depository  receipts
described in the foregoing subparagraphs a. and b. of this paragraph; or

     d. Any combination of the shares of stock,  depository  receipts and cash
in lieu of fractional shares or fractional  depository  receipts  described in
the foregoing subparagraphs a., b. and c. of this paragraph.

     (3) In the event all of the stock of a  subsidiary  Delaware  corporation
party to a merger  effected  under ss.  253 of this  title is not owned by the
parent corporation immediately prior to the merger,  appraisal rights shall be
available for the shares of the subsidiary Delaware corporation.




     (c) Any corporation may provide in its certificate of incorporation  that
appraisal  rights under this section  shall be available for the shares of any
class or series of its stock as a result of an amendment to its certificate of
incorporation,  any  merger or  consolidation  in which the  corporation  is a
constituent  corporation or the sale of all or substantially all of the assets
of the  corporation.  If the  certificate  of  incorporation  contains  such a
provision,  the  procedures  of this  section,  including  those  set forth in
subsections  (d)  and  (e) of  this  section,  shall  apply  as  nearly  as is
practicable.

     (d) Appraisal rights shall be perfected as follows:

     (1) If a proposed merger or consolidation  for which appraisal rights are
provided  under this section is to be  submitted  for approval at a meeting of
stockholders,  the  corporation,  not less than 20 days prior to the  meeting,
shall notify each of its stockholders who was such on the record date for such
meeting  with  respect to shares  for which  appraisal  rights  are  available
pursuant to subsection (b) or (c) hereof that  appraisal  rights are available
for  any or all of the  shares  of the  constituent  corporations,  and  shall
include in such notice a copy of this section.  Each  stockholder  electing to
demand  the  appraisal  of such  stockholder's  shares  shall  deliver  to the
corporation,  before the taking of the vote on the merger or consolidation,  a
written demand for appraisal of such stockholder's shares. Such demand will be
sufficient if it  reasonably  informs the  corporation  of the identity of the
stockholder and that the  stockholder  intends thereby to demand the appraisal
of  such  stockholder's  shares.  A  proxy  or  vote  against  the  merger  or
consolidation  shall not constitute such a demand.  A stockholder  electing to
take such action must do so by a separate  written demand as herein  provided.
Within 10 days after the effective date of such merger or  consolidation,  the
surviving  or resulting  corporation  shall  notify each  stockholder  of each
constituent  corporation  who has complied  with this  subsection  and has not
voted in favor of or consented to the merger or consolidation of the date that
the merger or consolidation has become effective; or

     (2) If the merger or  consolidation  was approved  pursuant to ss. 228 or
ss. 253 of this  title,  then,  either a  constituent  corporation  before the
effective date of the merger or  consolidation,  or the surviving or resulting
corporation  within ten days  thereafter,  shall notify each of the holders of
any class or series of stock of such constituent  corporation who are entitled
to appraisal  rights of the approval of the merger or  consolidation  and that
appraisal  rights are  available for any or all shares of such class or series
of stock of such constituent  corporation,  and shall include in such notice a
copy of this section. Such notice may, and, if given on or after the effective
date of the merger or  consolidation,  shall, also notify such stockholders of
the effective date of the merger or consolidation. Any stockholder entitled to
appraisal rights may, within 20 days after the date of mailing of such notice,
demand in writing from the surviving or resulting corporation the appraisal of
such holder's shares.  Such demand will be sufficient if it reasonably informs
the  corporation of the identity of the  stockholder  and that the stockholder
intends  thereby to demand the  appraisal  of such  holder's  shares.  If such
notice  did not notify  stockholders  of the  effective  date of the merger or
consolidation,  either  (i) each such  constituent  corporation  shall  send a
second  notice  before  the  effective  date of the  merger  or  consolidation
notifying  each of the  holders  of any  class  or  series  of  stock  of such
constituent corporation that are entitled to appraisal rights of the effective
date of the  merger  or  consolidation  or (ii)  the  surviving  or  resulting
corporation  shall send such a second  notice to all such holders on or within
10 days after such  effective  date;  provided,  however,  that if such second
notice is sent more than 20 days  following  the sending of the first  notice,
such second  notice need only be sent to each  stockholder  who is entitled to
appraisal  rights and who has demanded  appraisal of such  holder's  shares in
accordance  with this  subsection.  An affidavit of the secretary or assistant
secretary or of the transfer agent of the corporation that is required to give
either notice that such notice has been given shall,  in the absence of fraud,
be  prima  facie  evidence  of the  facts  stated  therein.  For  purposes  of
determining  the  stockholders   entitled  to  receive  either  notice,   each
constituent  corporation may fix, in advance,  a record date that shall be not
more than 10 days prior to the date the notice is given, provided, that if the
notice is given on or after the effective date of the merger or consolidation,
the record date shall be such  effective  date. If no record date is fixed and
the notice is given prior to the effective  date, the record date shall be the
close of  business  on the day next  preceding  the day on which the notice is
given.

     (e)  Within  120  days  after  the  effective   date  of  the  merger  or
consolidation,  the surviving or resulting  corporation or any stockholder who
has complied with subsections (a) and (d) hereof and who is otherwise entitled
to appraisal rights,  may file a petition in the Court of Chancery demanding a
determination   of  the  value  of  the   stock  of  all  such   stockholders.
Notwithstanding the foregoing,  at any time within 60 days after the effective
date of the merger or  consolidation,  any stockholder shall have the right to
withdraw  such  stockholder's  demand  for  appraisal  and to accept the terms
offered upon the merger or consolidation.  Within 120 days after the effective
date of the

                                     C-2




merger  or   consolidation,   any   stockholder  who  has  complied  with  the
requirements of subsections (a) and (d) hereof, upon written request, shall be
entitled to receive  from the  corporation  surviving  the merger or resulting
from the  consolidation  a statement  setting  forth the  aggregate  number of
shares not voted in favor of the merger or  consolidation  and with respect to
which  demands for appraisal  have been  received and the aggregate  number of
holders  of such  shares.  Such  written  statement  shall  be  mailed  to the
stockholder within 10 days after such stockholder's written request for such a
statement is received by the surviving or resulting  corporation  or within 10
days after  expiration  of the period for  delivery of demands  for  appraisal
under subsection (d) hereof, whichever is later.

     (f) Upon the filing of any such petition by a  stockholder,  service of a
copy thereof shall be made upon the surviving or resulting corporation,  which
shall  within 20 days after such service file in the office of the Register in
Chancery in which the petition was filed a duly verified list  containing  the
names and addresses of all  stockholders  who have demanded  payment for their
shares and with whom  agreements as to the value of their shares have not been
reached by the surviving or resulting  corporation.  If the petition  shall be
filed  by the  surviving  or  resulting  corporation,  the  petition  shall be
accompanied  by such a duly  verified  list.  The Register in Chancery,  if so
ordered by the Court,  shall give  notice of the time and place  fixed for the
hearing of such petition by  registered or certified  mail to the surviving or
resulting  corporation  and to the  stockholders  shown  on  the  list  at the
addresses  therein  stated.  Such  notice  shall  also be  given  by 1 or more
publications at least 1 week before the day of the hearing,  in a newspaper of
general  circulation  published  in the City of  Wilmington,  Delaware or such
publication as the Court deems advisable. The forms of the notices by mail and
by publication  shall be approved by the Court, and the costs thereof shall be
borne by the surviving or resulting corporation.

     (g) At the  hearing  on such  petition,  the Court  shall  determine  the
stockholders  who have complied with this section and who have become entitled
to appraisal rights.  The Court may require the stockholders who have demanded
an appraisal for their shares and who hold stock  represented by  certificates
to submit their certificates of stock to the Register in Chancery for notation
thereon of the pendency of the appraisal  proceedings;  and if any stockholder
fails to comply with such direction,  the Court may dismiss the proceedings as
to such stockholder.

     (h) After  determining  the  stockholders  entitled to an appraisal,  the
Court shall appraise the shares, determining their fair value exclusive of any
element of value arising from the  accomplishment or expectation of the merger
or  consolidation,  together with a fair rate of interest,  if any, to be paid
upon the amount  determined  to be the fair value.  In  determining  such fair
value, the Court shall take into account all relevant factors.  In determining
the fair rate of  interest,  the  Court may  consider  all  relevant  factors,
including the rate of interest  which the  surviving or resulting  corporation
would have had to pay to borrow money  during the pendency of the  proceeding.
Upon  application  by  the  surviving  or  resulting  corporation  or  by  any
stockholder  entitled to  participate in the appraisal  proceeding,  the Court
may, in its discretion, permit discovery or other pretrial proceedings and may
proceed to trial upon the appraisal  prior to the final  determination  of the
stockholder  entitled to an appraisal.  Any stockholder  whose name appears on
the  list  filed  by  the  surviving  or  resulting  corporation  pursuant  to
subsection  (f) of  this  section  and who has  submitted  such  stockholder's
certificates  of stock to the Register in Chancery,  if such is required,  may
participate fully in all proceedings until it is finally  determined that such
stockholder is not entitled to appraisal rights under this section.

     (i) The Court  shall  direct the payment of the fair value of the shares,
together with interest,  if any, by the surviving or resulting  corporation to
the stockholders entitled thereto.  Interest may be simple or compound, as the
Court may direct.  Payment shall be so made to each such  stockholder,  in the
case of holders of uncertificated stock forthwith,  and the case of holders of
shares  represented by  certificates  upon the surrender to the corporation of
the certificates  representing  such stock. The Court's decree may be enforced
as other  decrees  in the Court of  Chancery  may be  enforced,  whether  such
surviving or resulting  corporation  be a corporation  of this State or of any
state.

     (j) The costs of the  proceeding may be determined by the Court and taxed
upon the  parties as the Court  deems  equitable  in the  circumstances.  Upon
application  of a  stockholder,  the Court  may order all or a portion  of the
expenses  incurred  by  any  stockholder  in  connection  with  the  appraisal
proceeding,  including, without limitation, reasonable attorney's fees and the
fees and expenses of experts,  to be charged pro rata against the value of all
the shares entitled to an appraisal.

                                     C-3




     (k) From and after the effective date of the merger or consolidation,  no
stockholder who has demanded appraisal rights as provided in subsection (d) of
this  section  shall be  entitled  to vote such  stock for any  purpose  or to
receive  payment of  dividends  or other  distributions  on the stock  (except
dividends or other  distributions  payable to stockholders of record at a date
which  is  prior  to the  effective  date  of the  merger  or  consolidation);
provided,  however, that if no petition for an appraisal shall be filed within
the time provided in subsection  (e) of this section,  or if such  stockholder
shall deliver to the surviving or resulting  corporation a written  withdrawal
of such stockholder's  demand for an appraisal and an acceptance of the merger
or consolidation, either within 60 days after the effective date of the merger
or  consolidation  as provided in subsection (e) of this section or thereafter
with  the  written  approval  of the  corporation,  then  the  right  of  such
stockholder to an appraisal  shall cease.  Notwithstanding  the foregoing,  no
appraisal  proceeding  in the Court of Chancery  shall be  dismissed as to any
stockholder  without  the  approval  of the Court,  and such  approval  may be
conditioned upon such terms as the Court deems just.

     (l) The shares of the  surviving  or resulting  corporation  to which the
shares of such  objecting  stockholders  would  have been  converted  had they
assented to the merger or  consolidation  shall have the status of  authorized
and unissued shares of the surviving or resulting corporation.

                                     C-4




                         THE DIRECTORS AND OFFICERS OF
                          DELTA AND PINE LAND COMPANY
                      CORDIALLY INVITE YOU TO ATTEND OUR
                        SPECIAL MEETING OF STOCKHOLDERS
                                [DATE AND TIME]
                                  [LOCATION]

 You can vote in one of three ways: 1) by mail, 2) by telephone, 3) by internet.
             See the reverse side of this sheet for instructions.

IF YOU ARE NOT VOTING BY TELEPHONE OR BY INTERNET, COMPLETE BOTH SIDES OF THIS
          PROXY CARD, DETACH AND RETURN IN THE ENCLOSED ENVELOPE TO:

                          Illinois Stock Transfer Co.
                     209 West Jackson Boulevard, Suite 903
                            Chicago, Illinois 60606

                                   IMPORTANT
  PLEASE COMPLETE BOTH SIDES OF THE PROXY CARD, SIGN, DATE, DETACH AND RETURN
                          IN THE ENCLOSED ENVELOPE.

-------------------------------------------------------------------------------
                                                      DETACH ATTENDANCE CARD
                                                               HERE
DETACH PROXY CARD HERE                               AND MAIL WITH PROXY CARD
-------------------------------------------------------------------------------
          This  proxy is  solicited  on behalf of
          the   board   of   directors.   If  not
          otherwise   specified  on  the  reverse
          side,  this proxy will be voted FOR the
          adoption  of the merger  agreement  and
          FOR  the   proposal   to   adjourn   or
          postpone   the  Special   Meeting,   if
          necessary  or  appropriate,  to  permit
          further  solicitation  of proxies,  and
          in accordance  with the  recommendation
          of our board of  directors on any other
          matters  properly  brought  before  the
          meeting  for a  vote.  The  undersigned
          revokes  all proxies  heretofore  given
          to  vote  at  such   meeting   and  all
          adjournments or postponements.

-------------------------------------------------------------------------------
V  A
O  B
T  O
E  V                                          If  you  personally   plan  to
R  E                                          attend the Special  Meeting of
                                              Stockholders,   please   check

C  N                                          the box below  and list  names
O  A                                          of attendees.
N  M
T  E                                          Return   this   stub   in  the
R                                             enclosed  envelope  with  your
O  H                                          completed proxy card.
L  E             Dated:____________________
   R                                          I/We  do plan  to  attend  the
N  E                                          Special Meeting.  ______
U                  ________________________
M                                             Attendees:
B                  ________________________   ____________________________
E
R                  ________________________   ____________________________
                     (Please sign here)

    Please  sign  your  name as it  appears
    above.  If executed  by a  corporation,
    a  duly   authorized   officer   should
    sign.    Executors,     administrators,
    attorneys,   guardians   and   trustees
    should so  indicate  when  signing.  If
    shares are held  jointly,  at least one
    holder must sign.

    _______________________________

----------------------------------------------------------------------------








                                    - 2 -

                               TO VOTE BY MAIL

  To vote by mail, complete both sides, sign and date the proxy card below.
        Detach the card below and return it in the envelope provided.

                             TO VOTE BY TELEPHONE

 Your telephone vote is quick, confidential and immediate. Just follow these
                                 easy steps:

                  1. Read the accompanying Proxy Statement.
             2. Using a Touch-Tone telephone, call toll free and

                           follow the instructions.

  3. When asked for your Voter Control Number, enter the number printed just
            above your name on the front of the proxy card below.

Please note that all votes cast by telephone must be completed and submitted
prior to                        , 2006 at               Central Standard
Time.  Your telephone vote authorizes the named proxies to vote your shares
to the same extent as if you marked, signed, dated and returned the proxy
card.

    If You Vote By TELEPHONE Please Do Not Return Your Proxy Card By Mail

                             TO VOTE BY INTERNET

  Your internet vote is quick, confidential and immediate. Just follow these
                                 easy steps:

                  1. Read the accompanying Proxy Statement.
               2. Visit our internet voting site at and follow

                       the instructions on the screen.

   3. When prompted for your Voter Control Number, enter the number printed
             just above your name on the front of the proxy card.

Please note that all votes cast by internet must be completed and submitted
prior to                  , 2006 at               Central Standard Time.
Your internet vote authorizes the named proxies to vote your shares to the
same extent as if you marked, signed, dated and returned the proxy card.
This is a "secured" web page site.  Your software and/or internet provider
must be "enabled" to access this site.  Please call your software or internet
provider for further information if needed.

    If You Vote By INTERNET, Please Do Not Return Your Proxy Card By Mail

----------------------------------------------------------------------------

----------------------------------------------------------------------------
Has your name or address changed?  If  DELTA AND PINE LAND COMPANY REVOCABLE
so, please indicate changes below:                     PROXY

------------------------------------
                                       THIS PROXY IS SOLICITED ON BEHALF OF
------------------------------------          THE BOARD OF DIRECTORS

------------------------------------
                                       The undersigned hereby appoints Jerome
                                       C. Hafter and Kenneth M. Avery as
                                       Proxies, each with the power to
                                       appoint his substitute, and hereby
                                       authorizes each of them to represent
                                       and to vote, as designated below, all
                                       the shares of Common Stock of Delta
                                       and Pine Land Company which the
                                       undersigned is entitled to vote at the
                                       Special Meeting of Stockholders to be
                                       held on                   , 2006 or
                                       any adjournment thereof. If any other
                                       business is presented at the Special
                                       Meeting, including whether or not to
                                       adjourn the meeting, this proxy will
                                       be voted, to the extent legally
                                       permissible, by those named in this
                                       proxy in their best judgment.

-----------------------------------------------------------------------------
     DELTA AND PINE LAND COMPANY       1.  To adopt the Agreement and Plan of
   C/O ILLINOIS STOCK TRANSFER CO.     Merger, dated as of August 14, 2006,
209 WEST JACKSON BOULEVARD, SUITE 903  by and among Monsanto Company,
       CHICAGO, ILLINOIS 60606         Monsanto Sub, Inc. and Delta and Pine
                                       Land Company.

                                       FOR         AGAINST       ABSTAIN
                                          --              --            --
                                       2.  To approve the adjournment or
                                       postponement of the Special Meeting,
                                       if necessary or appropriate, to
                                       solicit additional proxies if there
                                       are insufficient votes cast at the
                                       time of the Special Meeting to adopt
                                       the merger agreement.

                                       FOR         AGAINST         ABSTAIN
                                          --              --            --
-----------------------------------------------------------------------------