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(LOGO) ADM
ARCHER DANIELS MIDLAND COMPANY
October 11, 1996
Dear Stockholder:
The 1996 Archer-Daniels-Midland Annual Meeting, scheduled
for October 17, is now less than a week away. It appears
that your proxy card for the Meeting has not been received
yet. Because your vote is important, we have enclosed for
your convenience a new proxy card and a free overnight mail
return envelope. Even if you have already returned a proxy
card, I strongly urge you to sign, date and return the
enclosed card at your earliest convenience to ensure that
your vote is received in time to be counted at the Meeting.
As I have previously written, your vote is particularly
important this year because, in addition to the election of
Directors (Item 1), there are several non-routine proposals
on the Agenda. Items 2 & 3 seek shareholder approval of the
1996 Stock Option Plan and the Stock Unit Plan for
Nonemployee Directors, respectively. By encouraging
ownership of ADM stock, the Plans are designed to align the
interests of the stockholders in higher stock prices with
those of the recipients who can most influence the creation
of stockholder value. Your Board strongly recommends a vote
FOR Items 1-4.
There are also several stockholder proposals on the agenda
(Items 5-9). In particular, Item 8 would require that a
majority of the Board members meet a narrow, inflexible
definition of "independence". We have already made
significant changes to our Board following the
recommendations of the special Corporate Governance
Committee which mandated that a majority of the Directors
consist of outsiders "with no personal business or
professional relationship with the Company that is material
to it or the [individual] Directors". This type of
materiality standard for outside Directors is the far better
course for ADM which, due to the extraordinary
characteristics of its business, requires Directors with
special credentials in agribusiness, commodities and world
trade to provide meaningful oversight of ADM's business.
Your Board strongly recommends a vote AGAINST Items 5-9.
Please sign, date and return the enclosed proxy card with
your vote FOR Items 1-4 and AGAINST Items 5-9 as soon as
possible to ensure that your shares are voted in time for
the Meeting. If you have any questions, or require any
assistance in voting your shares, please call our proxy
solicitor, Georgeson & Company Inc., toll-free, at 1 800-223-
2064.
Thank you for your support,
Very truly yours,
/s/Dwayne O. Andreas
Dwayne O. Andreas
Chairman of the Board
and Chief Executive
If your shares of Common Stock are held in the name of
bank or brokerage firm, only that firm can execute a
proxy card on your behalf. Please contact the person
responsible for your account and give instructions for
a proxy card to be voted FOR Items 1-4 and AGAINST
Proposals 5-9.
If you have questions or need assistance in voting your
shares, please contact the firm assisting us in the
solicitation of proxies:
GEORGESON & COMPANY, INC.
WALL STREET PLAZA
NEW YORK, NEW YORK 10005
TOLL FREE: 1-800-223-2064
BANKS & BROKERS CALL: 212-440-9800
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