PIONEER HI BRED INTERNATIONAL INC, DEF 14A, 1997-11-26

PIONEER HI BRED INTERNATIONAL INC
DEF 14A, 1997-11-26
AGRICULTURAL PRODUCTION-CROPS

Previous: PHYSIO CONTROL CORP, SC 13G/A, 1997-11-26

Next: PUGET SOUND ENERGY INC, S-8, 1997-11-26

PIONEER HI-BRED INTERNATIONAL, INC.
Proxy For Annual Meeting of Shareholders--January 27, 1998

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

The undersigned hereby appoints Charles S. Johnson and Jerry L.
Chicoine, or either of them, as Proxies, with the power of
substitution in each, to vote all shares of the Common Stock of
Pioneer Hi-Bred International, Inc. (the "Company") held of record by
the undersigned at the close of business on November 28, 1997, at the
Annual Meeting of Shareholders of the Company to be held on January
27, 1998, at 2:00 P.M., Central Standard Time, and at any adjournment
thereof, on all matters set forth in the Notice of Meeting and Proxy
Statement, a copy of which has been received by the undersigned, as
follows on the reverse side.

IN THEIR DISCRETION, THE PROXIES ARE EACH AUTHORIZED TO VOTE UPON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING, OR ANY
ADJOURNMENTS THEREOF.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED OR,
IF NO DIRECTION AS TO A PARTICULAR ITEM IS GIVEN, WILL BE VOTED "FOR"
EACH OF THE MATTERS STATED.

NQ = Total number of votes for shares eligible for one vote per share
(_____ NQ divided by 1 = _____ NQ shares)
Q = Total number of votes for shares eligible for five votes per share
(______ Q divided by 5 = _______ Q shares)

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

[X] Please mark votes as in this example.

IMPORTANT: Please place a mark in the appropriate box. Please date,
sign, and return promptly using the enclosed envelope.

1. Election of Directors - Class I Nominees: Dr. Pedro M. Cuatrecasas
----------------- Charles O. Holliday, Jr.
Fred S. Hubbell
Charles S. Johnson
H. Scott Wallace
Herman H.F. Wijffels

Class II Nominee: William F. Kirk
-----------------

[ ] FOR ALL NOMINEES (except as marked to the contrary below)

[ ] WITHHOLD FROM ALL NOMINEES
---------------------------------------------------------
(Instructions: To withhold authority to vote for any individual
nominee, write that nominee's name in the space provided above.)

2. To approve an amendment to the Articles of Incorporation to create
a new Class B common stock.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. To approve an amendment to the Articles of Incorporation to
increase the authorized shares of Common Stock.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. To ratify the appointment of KPMG Peat Marwick LLP as independent
auditors.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

Please sign exactly as name appears on this Proxy. When shares are
held by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title
as such. If a corporation, please sign in full corporate name by the
president or other authorized officer. If a partnership, please sign
in partnership name by authorized person.

Signature ___________________________ Date ___________________________

MARK HERE FOR ADDRESS CHANGE MARK HERE IF YOU PLAN TO
AND NOTE BELOW [ ] ATTEND THE MEETING [ ]

[LOGO]

PIONEER HI-BRED INTERNATIONAL, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To be held
January 27, 1998

Dear Shareholders:

You are cordially invited to attend the Annual Meeting of the
Shareholders of Pioneer Hi-Bred International, Inc. to be held at the
Maytag Auditorium (Studio 3) at Iowa Public Television, 6450 Corporate
Drive, Johnston, Iowa 50131 on Tuesday, January 27, 1998, at 2:00
P.M., Central Standard Time, for the following purposes:

1. To elect seven (7) Directors.

2. To approve an amendment to the Articles of Incorporation to create
a new class of Common Stock called Class B Common Stock.

3. To approve an amendment to the Articles of Incorporation to
increase the authorized shares of Common Stock.

4. To ratify the appointment of KPMG Peat Marwick LLP as independent
auditors.

5. To transact such other business as may properly come before the
meeting or any adjournments thereof.

The foregoing items of business are more fully described in the Proxy
Statement accompanying this notice.

The close of business on November 28, 1997, has been fixed as the
record date for determining the Shareholders entitled to notice of,
and to vote at, this meeting. Such Shareholders may vote in person or
by Proxy. The stock transfer books will not be closed.

IF YOU ARE UNABLE TO ATTEND THE MEETING, PLEASE DATE, SIGN, AND RETURN
PROMPTLY THE ACCOMPANYING PROXY, WHICH REQUIRES NO POSTAGE IF MAILED
IN THE UNITED STATES. THANK YOU IN ADVANCE FOR YOUR COOPERATION.

BY ORDER OF THE BOARD OF DIRECTORS

Jerry L. Chicoine, Secretary

December 10, 1997

PIONEER HI-BRED INTERNATIONAL, INC.
800 Capital Square, 400 Locust Street
Des Moines, Iowa 50309
(515) 248-4800
Corporate Headquarters

P R O X Y S T A T E M E N T

The enclosed Proxy is being solicited by the Board of Directors of
Pioneer Hi-Bred International, Inc. (the "Company") in connection with
the Annual Meeting of Shareholders to be held on January 27, 1998, or
at any adjournment or adjournments thereof. To assure adequate
representation at the Annual Meeting, Shareholders are requested to
promptly sign and return the enclosed Proxy. The Proxy Statement and
Proxy are first being mailed to Shareholders on or about December 10,
1997.

RECORD DATE; VOTING OF SHARES

Only Shareholders of record at the close of business on November 28,
1997, will be entitled to vote at the Annual Meeting.

As of the close of business on November 4, 1997, there were 65,756,873
shares of Common Stock outstanding and there were 164,445.86 shares of
Series A Convertible Preferred Stock ("Preferred Stock") outstanding.
The exact number of votes which the holders of the outstanding shares
of Common Stock as of close of business on November 28, 1997 will be
entitled to cast at the 1998 Annual Meeting cannot be determined at
the date of this Proxy Statement because a Shareholder of Common Stock
has until January 22, 1998, to establish (in accordance with the
procedures set out in Exhibit A) that the Shareholder is entitled to
more votes than indicated on the Shareholder's Proxy. In summary, each
share of Common Stock beneficially owned continuously by the same
person since November 28, 1994 will be entitled to five (5) votes per
share and all other shares are entitled to one (1) vote per share.
Exhibit A to this Proxy Statement outlines the procedures for
determining when changes in beneficial ownership are deemed to occur.

Shares of Preferred Stock are owned by a wholly-owned subsidiary of
E.I. du Pont de Nemours and Company ("DuPont"). Shares of Preferred
Stock are convertible (on the basis of 100 shares of Common Stock for
each share of Preferred Stock) automatically upon the transfer of
beneficial ownership of such shares of Preferred Stock to a person not
a member of a DuPont group (generally defined as an affiliate of
DuPont) and under certain other limited circumstances. The Preferred
Stock is a Common Stock equivalent on the basis of the number of
shares into which the Preferred Stock is convertible. The Preferred
Stock will vote together as a class with the holders of shares of
Common Stock on all matters, including the election of directors, on
which the holders of shares of Common Stock are entitled to vote with
the voting power at all times (regardless of the number of votes that
may be cast at any meeting based on the Company's existing time-phased
voting structure described above for Common Stock) equal to its
percentage Common Stock equivalent economic ownership interest in the
Company. In no event will DuPont's aggregate voting power represented
by the Preferred Stock exceed 20%. As of the close of business on
November 4, 1997, the Preferred Stock economic interest was equal to
approximately 20% and, as a result, the Preferred Stock voting power
was approximately 20%.

Proxies furnished by Shareholders pursuant hereto will be voted in
accordance with the directions on such Proxies. If no choice is
specified, the Proxy will be voted (i) for the election of the
nominees listed under "Election of Directors"; (ii) for approval of an
amendment to the Articles of Incorporation to create a new class of
Common Stock called Class B Common Stock; (iii) for approval of an
amendment to the Articles of Incorporation to increase the authorized
shares of Common Stock; (iv) for ratification of the appointment of
KPMG Peat Marwick LLP as independent auditors; and (v) at the
discretion of the Proxy holders with regard to such other business as
may come before the meeting. If for any reason, one or more of the
nominees should be unable or refuse to serve as a Director (an event
which is not anticipated), the person named in the enclosed Proxy will
vote for substitute nominees of the Board of Directors unless
otherwise instructed. The Board of Directors knows of no matter to
come before the meeting other than those set forth in the Proxy
Statement. If any further business is presented at the meeting, the
persons named in the Proxy will act on behalf of the Shareholders they
represent according to their best judgment.

Abstentions and broker nonvotes are counted for purposes of
determining the presence of a quorum. Abstentions and broker nonvotes
are not counted for purposes of determining the election of Directors,
for approval of an amendment to the Articles of Incorporation to
create a new class of Common Stock called Class B Common Stock, for
approval of an amendment to the Articles of Incorporation to increase
the authorized shares of Common Stock, or ratification of auditors.

REVOCABILITY; COSTS

Any Shareholder giving a Proxy has the power to revoke it at any time
before it is voted. Revocation of a Proxy is effective upon receipt by
the Secretary of the Company of either (i) an instrument revoking it,
or (ii) a duly executed Proxy bearing a later date. In addition, a
Shareholder who is present at the Annual Meeting may revoke the
Shareholder's Proxy and vote in person if the Shareholder so desires.

The cost of the solicitation of Proxies will be borne by the Company.
Proxies may be solicited personally, by telephone, or by fax, by a few
regular employees of the Company. The Company will reimburse brokers
and other persons holding stock in their name, or in the name of
nominees, for their expenses in sending Proxy material to principals
and obtaining their Proxies.

PROPOSAL 1
ELECTION OF DIRECTORS

The Articles of Incorporation of the Company provide for the
classification of the Board of Directors into three (3) classes with
the Directors of each class being elected for a term of three (3)
years. The term of each Director currently serving in Class II and
Class III, except for William F. Kirk, extends to the Annual Meetings
of Shareholders in 1999 and 2000, respectively, and until a successor
is elected and qualified. At the Annual Meeting of Shareholders on
January 27, 1998, six (6) Class I Directors are to be elected to serve
until the Annual Meeting of Shareholders in 2001, and one (1) Class II
Director is to be elected to serve until the Annual Meeting of
Shareholders in 1999, and until their successors are elected and
qualified. Pursuant to the Investment Agreement between the Company
and DuPont, more fully described in "Proposal 2: Approval of an
Amendment to the Articles of Incorporation to Create a New Class of
Common Stock Called Class B Common Stock," DuPont is required to vote
its approximate 20% voting power "FOR" the nominees. A "FOR" vote by a
majority of votes cast is required for election of each nominee.
Following are (i) a list of nominees, and (ii) a list of other
Directors currently serving in Class II and Class III. See "Record
Date; Voting of Shares" for a description on the voting rights of
Common Stock and Preferred Stock voting as one class.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE
ELECTION OF EACH OF THE NOMINEES.

Information Concerning Nominees

Age at Director
Name 10/20/97 Since Background
---- -------- -------- ----------

Class I -- Term Expires in 2001
--------------------

Dr. Pedro M. Cuatrecasas... 61 1991 Since January 1997, Dr. Cuatrecasas has been a
consultant in pharmaceutical and health
sciences, operating out of Rancho Santa Fe,
California. Dr. Cuatrecasas is also a
consultant for Warner-Lambert Company, Morris
Plains, New Jersey (a pharmaceutical
company). From 1989 to 1997, Dr. Cuatrecasas
served as Vice President of Warner-Lambert
Company and as President of its
Pharmaceutical Research Division, Ann Arbor,
Michigan. Dr. Cuatrecasas is a director of
Alliance Pharmaceuticals, San Diego,
California (a pharmaceutical company); and
Mitokor, San Diego, California (an early
research pharmaceutical company).

Charles O. Holliday, Jr.... 49 1997 Mr. Holliday was appointed as a Director of
the Company on September 18, 1997, the closing
date of the equity transaction with DuPont,
more fully described below in the section
entitled "Proposal 2: Approval of an
Amendment to the Articles of Incorporation to
Create a New Class of Common Stock Called
Class B Common Stock." Since October 1997, he
has served as President of DuPont, Wilmington,
Delaware (a global chemical, energy and life
sciences company). Since July 1997, he has
served as a Director of DuPont. From October
1995 to October 1997, he served as Executive
Vice President and member of the Office of the
Chief Executive of DuPont. He also served as
Chairman of DuPont Asia-Pacific division from
1995 to 1997. He served as Senior Vice
President of DuPont from 1992 to 1995 and as
President of DuPont Asia-Pacific from 1990 to
1995. He also is a director of Analog
Devices, Inc., Norwood, Massachusetts (an
integrated circuit manufacturer). Mr.
Holliday is also a director of DuPont
Photomasks, Inc., Round Rock, Texas (a global
photomask, photoblanks and pellicles
manufacturer). Mr. Holliday was selected by
DuPont to be nominated as its representative
to the Board of the Company. The Company has
an obligation pursuant to the Investment
Agreement dated as of August 6, 1997, between
DuPont and the Company to nominate two
representatives to the Company's Board, or
three representatives in certain
circumstances. DuPont has a 20% equity
interest in the Company.

Fred S. Hubbell............ 46 1990 Since October 1997, Mr. Hubbell has been
President and Chief Executive Officer of U S
Life and Annuity Companies ING Group North
America of Atlanta, Georgia (a life insurance
and annuities company), which is a subsidiary
of ING Financial Service International North
America, Atlanta, Georgia (a financial
services company). He also serves as a
Director of ING America Insurance Holdings,
Inc., Atlanta, Georgia (an insurance holding
company). From April 1993 to October 1997,
Mr. Hubbell served as Chairman of Equitable of
Iowa Companies, Des Moines, Iowa (a life
insurance and annuities company). Mr. Hubbell
held the positions of Chief Executive Officer
from April 1989 to October 1997 and President
from May 1987 to October 1997 of Equitable of
Iowa Companies. Mr. Hubbell is also a
Director of The Macerich Company, Santa
Monica, California (a shopping center REIT).

Charles S. Johnson......... 59 1981 Mr. Johnson was named Chairman of the Board of
the Company in December 1996. Mr. Johnson has
served as President and Chief Executive
Officer of the Company since September 1995.
Mr. Johnson previously was President and Chief
Operating Officer from March 1995 to September
1995. Mr. Johnson was Executive Vice
President from March 1993 to March 1995.
Since 1973, Mr. Johnson has served in an
executive position with the Company. Mr.
Johnson is also a Director of NationsBank,
N.A.-Iowa, Des Moines, Iowa (a national bank),
The Principal Financial Group (a financial
services company) and Gaylord Container
Corporation (a national manufacturer and
distributor of brown paper and packaging
products), each of Des Moines, Iowa.

H. Scott Wallace........... 46 1988 Mr. Wallace is the Director of the Division of
Defender Legal Services for the National Legal
Aid and Defender Association, Washington,
D.C. From 1992 to 1997, Mr. Wallace was a
criminal justice and government relations
consultant. From 1985 to 1992, Mr. Wallace
was Legislative Director, National Association
of Criminal Defense Lawyers, Washington, D.C.

Herman H.F. Wijffels....... 55 1990 Since 1986, Mr. Wijffels has been Chairman of
the Executive Board of Rabobank Nederland, The
Netherlands (a cooperative banking
organization doing business internationally).

Class II--Term Expires in 1999
--------------------

William F. Kirk............ 55 1997 Mr. Kirk was appointed as a Director of the
Company on September 18, 1997, the closing
date of the equity transaction with DuPont,
more fully described in the section entitled
"Proposal 2: Approval of an Amendment to the
Articles of Incorporation to Create a New
Class of Common Stock Called Class B Common
Stock." He is a Senior Vice President of
DuPont. He was Vice President and General
Manager of DuPont Agricultural Products from
1990 to November 1997. He had served as
General Manager of DuPont Agricultural
Products from 1985 to 1990. Mr. Kirk was
selected by DuPont to be nominated as its
representative to the Board of the Company.
The Company has an obligation pursuant to the
Investment Agreement dated as of August 6,
1997, between DuPont and the Company to
nominate two representatives to the Company's
Board, or three representatives in certain
circumstances. DuPont has a 20% equity
interest in the Company.

</TABLE>

Information Concerning Directors Continuing in Office

Age at Director
Name 10/20/97 Since Background
---- -------- -------- ----------

Class II--Term Expires in 1999
--------------------

<S> <C> <C> <C>
Dr. F. Warren McFarlan..... 60 1987 Dr. McFarlan is the Albert E. Gordon Professor
of Business Administration, Harvard University
Graduate School of Business Administration and
has been tenured since 1973. Dr. McFarlan is
a Director of Providian Financial Corporation,
San Francisco, California (a credit card
company) and Computer Sciences Corporation,
Los Angeles, California (a computer system
integration company).

Dr. Owen J. Newlin......... 69 1967 From 1978 to 1993, Dr. Newlin served in an
executive position with the Company. Dr.
Newlin retired as Senior Vice President of the
Company in April 1993. Dr. Newlin is the
President of the Board of Regents State of
Iowa, Des Moines, Iowa (the governing body of
the three public universities and the two
special schools in the state of Iowa) and a
Director of NationsBank N.A.-Iowa, Des Moines,
Iowa (a national bank).

Thomas N. Urban............ 63 1973 Mr. Urban served as Chairman of the Board of
the Company from 1984 to December 1996.
Between 1984 and March 1995, Mr. Urban served
as President. Mr. Urban served as Chief
Executive Officer from March 1995 to August
1995. From August 1995 to May 1997, Mr. Urban
was a Visiting Professor at Harvard Graduate
School of Business. Mr. Urban is also a
Director of ING America Insurance Holdings,
Inc., Atlanta, Georgia (an insurance holding
company); Sigma Aldrich Corporation, St.
Louis, Missouri (a research chemicals
company); and The Case Corporation, Racine,
Wisconsin (a construction and agricultural
equipment company).
</TABLE>

Age at Director
Name 10/20/97 Since Background
---- -------- -------- ----------

Class III--Term Will Expire in 2000
------------------------

Nancy Y. Bekavac........... 50 1994 Since July 1990, Ms. Bekavac has been
President of Scripps College, Claremont,
California. Ms. Bekavac is also a Director of
Electro Rent Corp., Van Nuys, California (a
computer and electronic test and measurement
equipment rental company).

C. Robert Brenton.......... 67 1973 Since 1990, Mr. Brenton has been Chairman of
the Board of Brenton Banks, Inc., and is
currently Chairman and a Director of Brenton
Banks, Inc., Des Moines, Iowa.

Luiz Kaufmann.............. 52 1994 Since November 1993, Mr. Kaufmann has been the
President and CEO of Aracruz Celulose S.A.,
Rio de Janeiro, Brazil (a pulp producer).
From November 1990 through October 1993, Mr.
Kaufmann was the Executive Vice President of
Petropar S.A., Porto Alegre, Brazil (an
investment holding company).

Dr. Virginia Walbot........ 51 1985 Since 1989, Dr. Walbot has been a Professor at
Stanford University's Department of Biological
Sciences, Stanford, California.

Fred W. Weitz.............. 68 1978 Since 1995, Mr. Weitz has been the President
of Essex Meadows, Inc., Des Moines, Iowa (an
operator of proprietary retirement communities
and owner of commercial real estate). From
1964 to 1995, Mr. Weitz was the President of
The Weitz Corporation, Des Moines, Iowa (a
building construction and real estate
development company). Mr. Weitz is also a
Director of The Principal Financial Group (a
financial services company) and Wilian Holding
Company (parent company of Economy Forms
Corp., a manufacturer of concrete forms), both
of Des Moines, Iowa.

</TABLE>

COMMITTEES OF THE BOARD OF DIRECTORS

The Company has a standing Audit Committee, Compensation Committee,
and Nominating Committee.

The Audit Committee is composed of four (4) Directors: Herman H.F.
Wijffels (Chairman), C. Robert Brenton, Dr. Owen J. Newlin and Dr.
Virginia Walbot. This Committee has general oversight responsibility
with respect to the Company's financial reporting, including making
recommendations to the Board of Directors as to the independent
accountants of the Company, reviewing with independent accountants the
scope of their examination and other matters, and reviewing generally
the internal auditing procedures of the Company. The Audit Committee
meets as required and met four (4) times during fiscal year 1997.

The Compensation Committee administers all executive compensation
programs of the Company. During fiscal year 1997 the Committee was
composed of three (3) Directors: Fred S. Hubbell (Chairman), Dr. Pedro
Cuatrecasas and Luiz Kaufmann. The Compensation Committee meets as
required and met three (3) times during fiscal year 1997.

The Nominating Committee is composed of six (6) Directors: Dr. F.
Warren McFarlan (Chairman), Thomas N. Urban, H. Scott Wallace, Nancy
Y. Bekavac, Fred W. Weitz and Charles S. Johnson. This Committee
establishes criteria for and presents the names of the nominees for
membership on the Board of Directors, including those nominees
recommended by Shareholders, to the Board of Directors for approval.
In addition, it is the responsibility of this Committee to continue to
search for persons qualified to be members and to bring to the
attention of the Chairman and the Board of Directors any proposed
nominees for further consideration and action.

The Committee will consider nominees recommended by Shareholders. Any
such recommendation must be sent to the Secretary of the Company in
accordance with the procedure set forth in the Company's Bylaws.
Shareholders may nominate candidates for the Board of Directors at an
annual meeting of Shareholders, only if prior written notice of such
intention has been given to the Secretary of the Company not later
than 90 days prior to the anniversary date of the record date set for
the immediate preceding year's annual meeting of Shareholders and with
respect to election to be held at a special meeting of Shareholders,
only if prior notice of such intention has been given to the Secretary
of the Company not later than the close of business on the tenth day
following the date on which notice of such meeting is first given to
Shareholders. Such notice shall include (a) the names and addresses of
the Shareholder and nominee, (b) a description of all arrangements or
understandings between the Shareholder, nominee and other persons
(naming such persons) regarding the nomination, (c) the consent of the
nominee to serve as a Director, if elected, and (d) a representation
that the Shareholder is the holder of record of Company stock and
intends to appear in person or by proxy to nominate the person
specified in the notice. In addition, the notice shall include such
other information regarding the nominee as would be required to be
included in a Proxy Statement filed pursuant to the proxy rules of the
Securities and Exchange Commission had the nominee been nominated by
the Board of Directors.

The Nominating Committee is also responsible for establishing criteria
for the election of directors; reviewing management's evaluation of
any officers proposed for nomination to the Board of Directors; and
reviewing the qualifications of, and, when appropriate, interviewing
candidates who may be proposed for nomination to the Board of
Directors, including those nominees recommended by Shareholders. The
Nominating Committee meets as required and met two (2) times during
fiscal year 1997.

The Board of Directors met six (6) times during fiscal year 1997. All
members attended at least 75% of the total number of meetings of the
Board of Directors and of the Committees of the Board on which they
serve.

SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The table on the following page shows the shares of Common Stock
beneficially owned on November 4, 1997, by (i) each Director, (ii)
each of the Named Executive Officers as defined in
"Compensation-Executive Compensation," (iii) all Executive Officers
and Directors as a group, and (iv) each person known by the Company to
own more than 5% of the Common Stock or to own Series A Convertible
Preferred Stock, which is convertible into more than 5% of the Common
Stock of the Company.

Shares Beneficially Percent of
Name Owned(FN1) Class(FN2)
---- ----- ----------

OVER 5% BENEFICIAL OWNERS:

Jean Wallace Douglas..................... 6,474,450(FN3) 7.9%
Robert B. Wallace........................ 4,824,186(FN4) 5.9%
E.I. du Pont de Nemours and Company...... 16,444,586(FN5) 20.0%

OTHERS:

Nancy Y. Bekavac ......................... 2,217 (FN*)
C. Robert Brenton ........................ 1,478 (*)
Jerry L. Chicoine ........................ 56,075 (*)
Dr. Pedro M. Cuatrecasas ................. 2,471 (*)
Charles O. Holliday, Jr................... 0(FN6) (*)
Fred S. Hubbell .......................... 4,472 (*)
John D. James ............................ 24,734 (*)
Charles S. Johnson ....................... 62,831 (*)
Luiz Kaufmann............................. 1,767 (*)
William F. Kirk........................... 0(FN7) (*)
Dr. Richard L. McConnell.................. 27,455 (*)
Dr. F. Warren McFarlan ................... 4,444 (*)
Dr. Owen J. Newlin ....................... 575,072 (*)
Thomas N. Urban .......................... 270,231(FN8) (*)
Dr. Virginia Walbot ...................... 1,421 (*)
H. Scott Wallace ......................... 676,281 (*)
Fred W. Weitz ............................ 6,826 (*)
Robert K. Wichmann........................ 46,093 (*)
Herman H.F. Wijffels ..................... 1,787 (*)
All Executive Officers and Directors as a
Group (35 persons) 2,041,660 2.5%

- --------
[FN]

(*) The number of shares owned represents less than 1% of the
outstanding stock.

1 Shares listed include Restricted Stock which have restrictions on
transfer for five (5) years after the date of grant. Unless
otherwise indicated in the notes, where applicable, each
shareholder and/or the spouse of the shareholder, have sole voting
and investment power with respect to the shares beneficially
owned.

2 Based solely on the number of outstanding shares of Common Stock
plus the number of shares of Common Stock issuable upon conversion
of all Series A Convertible Preferred Stock owned by DuPont; does
not take into account disparities in voting rights which may arise
due to the fact that some shares of Common Stock are entitled to
five (5) votes per share and some shares are entitled to one (1)
vote per share.

3 Mrs. Douglas' address is c/o W. Leslie Douglas, 725-15th Street,
N.W., Washington, D.C. 20005.

4 Mr. Wallace's address is 1990 M Street, Suite 250, Washington, D.C.
20036.

5 Shares listed are 16,444,586 shares of Common Stock which are
issuable upon the conversion of the 164,445.86 shares of Series A
Convertible Preferred Stock. Shares of Preferred Stock are
convertible (on the basis of 100 shares of Common Stock for each
share of Preferred Stock) automatically upon the transfer of
beneficial ownership of such shares of Preferred Stock to a person
not a member of a DuPont group (generally defined as an affiliate
of DuPont) and under certain other limited circumstances. The
Preferred Stock is a Common Stock equivalent on the basis of the
number of shares into which the Preferred Stock is convertible.
DuPont holds the shares through its U.S. wholly-owned subsidiary,
Du Pont Chemical and Energy perations, Inc.

6 Mr. Holliday is a director and President of DuPont. DuPont holds
shares through its U.S. wholly-owned subsidiary, Du Pont Chemical
and Energy Operations, Inc. See footnote 5 above.

7 Mr. Kirk is a Senior Vice President of DuPont.

8 Includes 16,042 shares held by a charitable foundation for which
Mr. Urban is one of the trustees, of which he disclaims beneficial
ownership, and 2,215 shares held by trusts for which Mr. Urban is
a trustee, of which he disclaims beneficial ownership.

</FN>

EXECUTIVE OFFICERS

Set forth below are the names, ages, titles, and present and past
positions of the persons serving as Executive Officers of the Company.

Age at Officer
Name 10/20/97 Since Background
---- -------- ------- ----------

<S> <C> <C> <C>
Wayne L. Beck ............. 49 1993 Mr.Beck was elected to his present position as
Vice President, Supply Management,
effective March 1993, and since 1988 has
served as Director of North American Seed
Division-Production.

Carrol D. Bolen............ 59 1983 Mr. Bolen was elected to his present position
as Vice President effective January 1983. In
1995, Mr. Bolen was named to his current
position as Vice President and Director of
Legal and Government Affairs. Mr. Bolen
served as Director of the Company's Specialty
Plant Products Division from September 1988
until 1994, when he was appointed Director of
Business Development.

Dr. Anthony J. Cavalieri .. 46 1995 Dr. Cavalieri was elected to his present
position as Vice President effective March
1995, and serves as Director of Trait and
Technology Development. From December 1990 to
January 1994, Dr. Cavalieri was Director,
Technology Support, and from January 1994 to
March 1995 was Director, Trait and Technology
Development.

Jack A. Cavanah ........... 59 1991 Mr. Cavanah was elected to his present position
as Vice President effective March 1991, and serves
as Director of Corn Research.

Jerry L. Chicoine ......... 55 1988 Mr. Chicoine was elected to his present
position as Executive Vice President and Chief
Operating Officer effective September 1997.
Mr. Chicoine also has served as Corporate
Secretary since March 1990. Mr. Chicoine
served as Senior Vice President from March
1990 to September 1997 and as Chief Financial
Officer from March 1990 to November 1997.

Dwight G. Dollison ........ 54 1988 Mr. Dollison was elected to his present position as
Vice President and Treasurer effective March 1995
and previously held the position of Treasurer from
1988 to 1995.

Thomas M. Hanigan ......... 43 1995 Mr. Hanigan was elected to his present
position as Vice President effective March
1995, and serves as Director of Information
Management and Business Information Services.
From July 1993 to March 1995, Mr. Hanigan was
the Director of Information Management of the
Company. From March 1991 to July 1993, Mr.
Hanigan was Director of Business Information
Services.

Brian G. Hart ............. 42 1991 Mr. Hart was elected Chief Financial Officer
in November 1997. Mr. Hart has been serving
as Vice President since March 1995 and
continues to serve in that position. Mr. Hart
was Corporate Controller from September 1990
until November 1997.

James R. Houser ........... 42 1995 Mr. Houser was elected to his present position
as Vice President effective March 1995 and
serves as Director of Nutrition and Industry
Markets. From 1989 to 1992, Mr. Houser was
the assistant Director of the Company's
European Region. In 1992, Mr. Houser was
named Director of the Company's Microbial
Genetics Division.

John D. James ............. 52 1991 Mr. James was elected to his present position
as Senior Vice President effective March
1994. Mr. James previously held the position
of Vice President and Group Executive for the
Company from March 1991 to March 1994, and was
the President of Business Information Services
of the Company from 1986 to 1991.

Herbert H. Jervis.......... 55 1997 Mr. Jervis was elected to his present position
as Vice President effective May 1997, and also
serves as Chief Intellectual Property
Counsel. From 1990 to 1996, Mr. Jervis was
Associate Patent Counsel at Smith Kline
Beechman Pharmaceuticals, Philadelphia,
Pennsylvania.

Dr. Hector R. R. Laurence 52 1993 Dr. Laurence was elected to his present
position as Vice President effective March
1993. Dr. Laurence has served as Director of
Operations for Latin America (South
America/Central America/Caribbean) from 1988
to the present.

Mary A. McBride ........... 50 1991 Ms. McBride was elected to her present
position as Vice President, Marketing in March
1991.

Dr. Richard L. McConnell .. 47 1991 Dr. McConnell was elected to his present
position as Senior Vice President and Director
of Research in March 1994. From March 1991 to
March 1994, he held the position of Vice
President, Director of North America Research.

Dr. James E. Miller ....... 43 1995 Dr. Miller was elected to his present position
as Vice President in March 1995 and has served
as Director of Product Development since
August 1997. From January 1994 to August
1997, Dr. Miller held the position of
Director, Oilseeds and Field Crops Research.
From February 1990 to January 1994, Dr. Miller
held the position of Director, Soybean
Research.

Paul E. Schickler ......... 45 1995 Mr. Schickler was elected to his present
position as Vice President of the Company
effective March 1995, and serves as Director
of Resource Planning (Financial Planning,
Human Resources, Learning and Development and
Corporate Communications). From 1990 to March
1995, Mr. Schickler was Director of Finance
for North American Operations.

Leon R. Shearer............ 54 1997 Mr. Shearer was elected to his present
position as Vice President in August 1997 and
also serves as General Counsel. From 1992 to
August 1997, Mr. Shearer was a practicing
attorney and the managing partner of Shearer,
Templer and Pingle, a law firm in West Des
Moines, Iowa.

Harold F. Thorne .......... 50 1995 Mr. Thorne was elected to his present position
as Vice President of the Company in March
1995, and serves as Director of Africa, Middle
East, Asia and China. From 1994 to 1995, Mr.
Thorne was Director of Operations for Africa,
Middle East, Asia and China and also Director
of Government Affairs. From 1988 to 1994, Mr.
Thorne was Director of Business Development of
the Company

John T. Watson ............ 60 1991 Mr. Watson was elected to his present position
as Vice President of the Company in March
1991, and serves as Director of Operations for
the Commonwealth of Independent States,
Oceania, and Turkey.

Robert K. Wichmann ........ 60 1986 Mr. Wichmann was elected to his present
position as Vice President of North American
Seed Sales in March 1986.

</TABLE>

DU PONT RELATIONSHIP

On August 6, 1997, the Company and DuPont agreed to three integrated
transactions involving (1) a research alliance between the two
companies; (2) the formation of a joint venture to exploit business
opportunities in quality grain traits; and (3) an equity investment by
DuPont in the Company under which DuPont acquired a 20% equity
interest in the Company. Pursuant to the research alliance, the
Company and DuPont have agreed to a research alliance and
collaboration to take advantage of the two companies' respective
expertise and technology and know-how concerning quality grain traits,
agronomic traits, industrial use traits, genomics and enabling
technology for developing seed, grain, grain products, plant materials
and other crop improvement products. The research alliance has two
components, namely (a) collaborative efforts by both parties for the
development of technologies and (b) the grant by each party to the
other of licenses to certain technologies. The Company and DuPont also
have established a commercial joint venture (the "Joint Venture"), in
which each party will own a 50% interest, which will seek to create,
maximize and capture value for quality traits in seed, grain, grain
products and plant materials delivered through corn, soybeans and
other selected oil seeds. A key component of the Joint Venture is the
Preferred Seed Support Agreement between the Joint Venture and the
Company. The Joint Venture is not in the seed business and will look
to the Company to be the Joint Venture's preferred worldwide provider
and preferred marketer of quality trait seeds pursuant to the
Preferred Seed Support Agreement. In general, the Joint Venture will
be entitled to premiums or royalties captured from the quality trait
aspects of seed sold by the Company, as determined by the parties in
accordance with the Agreement; and the Company will be entitled to
revenues from the entire genetic package for traits and services in
the selling of seeds except for the quality trait aspect. Operations
of the Joint Venture and Research Alliance Agreement did not begin in
fiscal year 1997 but will begin in fiscal year 1998.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

PHILOSOPHY

The Company's mission is to increase the wealth of our Shareholders by
increasing the wealth of our customers through the science of
genetics. The Company does this by delivering high yielding and high
quality products through a worldwide, long-term, team effort.

The Company believes the key measures of increases in shareholder
value and long-term performance are earnings per share ("EPS") growth
over time and return on equity ("ROE"). Achieving these goals will
also generate the cash flow and financial strength required to support
the Company's long-term efforts. As a result, the Company has
established goals of double digit EPS growth over time and sustaining
a 20% ROE.

The Compensation Committee has aligned its programs with this business
strategy and key financial goals. The guiding principle is to
encourage and reward executives and key managers for short-term and
long-term performance, with an emphasis on double digit EPS growth
over time and 20% ROE. Other performance criteria are selected based
upon executives' abilities to impact such performance and the
correlation of such performance to the Company's business strategy.

A substantial portion of executive compensation is contingent upon
meeting the above performance goals. As an employee assumes greater
responsibility, a larger portion of his/her total compensation is
contingent on achieving these goals.

Stock-based rewards are integral parts of the compensation program.
This assures that executives/owners, like other Shareholders, have a
definite, personal interest in the long-term success of the Company.

The Company wants to attract and retain top-notch employees in order
to sustain long-term success, market leadership and the successful
implementation of its business strategy. To help accomplish this goal,
the Company's targeted total compensation is competitive based on
challenging business goals. Following is a table which shows targeted
compensation levels for each component of compensation as compared to
compensation of executives in similar positions in Comparator
Organizations as defined below.

Target Competitive Percentile
-----------------------------
Compensation Component if Planned Results Achieved(FN1)
---------------------- ----------------------------

Base Salary 50th - 60th
Total Annual Cash Compensation
(Base + Annual Reward) 65th - 75th
Long-Term Rewards 65th - 75th
Benefits 50th - 60th
Total Compensation (Base + Rewards
+ Benefits) 65th - 75th

[FN]
1 The above targets are general guides for all positions. The
Compensation Committee will monitor the programs over time to
align compensation with the above targets and philosophy stated in
this report.
</FN>

Exceeding planned results would provide total compensation above the
75th percentile while performance below planned levels could result in
total compensation between the 50th and 65th percentiles or lower.
Achieving targeted results would place the Company in the top quartile
of the Comparator Organization in terms of business performance.

For the five-year period ending in 1996, five of the over 50
Comparator Organizations achieved at least 12% EPS growth and 20% ROE.
In the past 15 years, only three of the Comparator Organizations
achieved a minimum five-year EPS growth of 12% and 20% ROE at least
50% of the time with a minimum of 10 years operating results.

Competitive market compensation information was gathered for the
Compensation Committee, with input from an independent consultant,
from a group of over 50 companies (Comparator Organizations) having
one (1) or more of the following attributes: related industry, similar
revenue size, research orientation, substantial international
operations, or geographic proximity to the Company. The Compensation
Committee has and will monitor the group and make changes to the group
when appropriate. The Compensation Committee believes that the
Comparator Organizations represent the Company's most direct
competitors for executive talent. Although some of the companies in
the Comparator Organizations are in the Combined Value Line Index
utilized for shareholder return comparison in the "Performance Graph"
on page 19, the Compensation Committee believes the Company's most
direct competitors for executive talent are not necessarily all of the
companies that should be included in an index established for
comparing shareholder returns. Direct competitors for executive talent
are not necessarily the same companies that are relevant for comparing
shareholder returns because such factors as the geographical location
and size of organization have a greater impact on salaries than on
investor decisions.

ROLE OF THE COMPENSATION COMMITTEE

The Compensation Committee has responsibility for reviewing and
approving the design of the compensation programs and pension and
welfare benefits. For the CEO/President, compensation is determined by
the Compensation Committee and reviewed by the full Board within the
framework of the programs. For other executives, the Compensation
Committee has responsibility for reviewing salaries and rewards. All
Compensation Committee members are non-employee members of the Board.
An independent compensation consultant has provided input on program
design.

COMPENSATION COMPONENTS

Other than employee benefits, there are three (3) primary components
in the compensation package for executives: base salary, management
reward program and long-term stock-based rewards. All components of
compensation are collectively considered when setting each individual
component of compensation. Salary and target reward levels are
established and monitored according to the targeted competitive levels
as set forth in the "Philosophy" section. In addition, the following
factors are considered: responsibilities, experience, past
performance, internal equity and the internal relative value of
positions.

BASE SALARY. In fiscal 1997, salaries of executives were increased on
average by 7.2% based primarily on business and individual performance
and competitive practices at Comparator Organizations.

MANAGEMENT REWARD PROGRAM. The Management Reward Program ("MRP") is
designed to focus management efforts on critical performance goals and
to reward results achieved in relation to those goals. Two separate
plans are utilized to meet this objective.

MRP--Performance-Based ("MRP Part I") rewards are based upon actual
performance, compared to target performance of 12-14% annual EPS
growth over time and a sustained 20% ROE. Because the Compensation
Committee believes EPS growth over time more directly impacts
shareholder value, the Management Reward Program weights this factor
more heavily than ROE.

The EPS growth goal is based on growth over time with fiscal 1995 as
the starting point. This is consistent with the Company's five-year
planning process and long-term nature of its business. It is also
appropriate for a business that has major fluctuations because of
government programs and weather. MRP Part I provides
"performance-based compensation" as defined under 162(m) of the
Internal Revenue Code (the "Million Dollar Cap Legislation").

Part II of the Management Reward Program (the "MRP Part II") rewards
executives for meeting individual and/or team goals. Again,
performance is the driver in determining rewards. The goals may be
measured by both objective and subjective measures and include both
financial and non-financial factors. The team/individual goals do not
as directly impact shareholder value as the financial goals, so the
rewards under MRP Part II represent approximately one-fourth (1/4) of
executives' potential target annual reward opportunity and are limited
to a maximum of 20% of base salary.

Combined target MRP rewards begin at 8% of base salary for
participants and range from 45% to 75% of base salary for executives,
with the target percentage increasing with increased responsibility.
Actual rewards can range from zero, when financial and individual
performance is low, to multiples of the target reward opportunities
when performance is high.

For fiscal year 1997, the Company had a 21% EPS growth over the fiscal
1996 target of $2.44, well in excess of the 12-14% EPS growth goal.
ROE was 21.2% in fiscal year 1997, in excess of the 20% ROE target.
EPS was $2.95 compared to fiscal year 1996 results of $2.68 actual.
ROE was 21.2% compared to 21.9% in fiscal year 1996. This resulted in
rewards under the MRP Part I exceeding targeted levels by
approximately 2.2 times. This reward level reflects the outstanding
performance of the Company. EPS and ROE performance places the Company
in the top quartile of the Comparator Organizations. All executives
also met or exceeded their individual or team goals resulting in
target or better than target rewards under the MRP Part II. As
discussed below in the "Compensation of President/CEO," the executives
led the Company in important and critical efforts to position the
Company for the future.

The following is an example of the calculation of the MRP Part I
reward. It uses the fiscal 1997 EPS of $2.95 and ROE of 21.2%.

EPS Growth ROE Pay Band Executive's Performance-
Multiplier Modifier Target % Base Salary Based Reward

2.05 X 1.06 X 37% X $200,000 = $160,580

The ROE Modifier ranges from .8 when ROE is 16% or lower to 1.2 when
ROE is 24% or higher; and is 1.0 when ROE is 20%. See below for
current EPS Growth multipliers that correspond to various EPS levels
and EPS Growth percentages.

EPS Performance Table(FN*)
------------------------------------------------------
EPS EPS Growth EPS (In $)
---------------------------------
Growth %(FN**)Multiplier 1996 1997 1998 1999 2000
------------------------------------------------------
0% 0.00 2.16 2.44 2.76 3.12 3.52
------------------------------------------------------
4% 0.33 2.25 2.54 2.87 3.24 3.66
------------------------------------------------------
8% 0.67 2.33 2.64 2.98 3.37 3.80
------------------------------------------------------
TARGET 12% 1.00 2.42 2.73 3.09 3.49 3.94
RANGE ------------------------------------------------------
13% 1.00 2.44 2.76 3.12 3.52 3.98
------------------------------------------------------
14% 1.00 2.46 2.78 3.14 3.55 4.01
------------------------------------------------------
18% 1.70 2.55 2.88 3.25 3.68 4.16
------------------------------------------------------
21% 2.05 2.61 2.95 3.34 3.77 4.26
------------------------------------------------------
22% 2.10 2.64 2.98 3.36 3.80 4.30
------------------------------------------------------
24% 2.20 2.68 3.03 3.42 3.86 4.37
------------------------------------------------------

[FN]

* The table is only a summary. There are various multipliers for
points between the points listed above and for points beyond 24%.

** The EPS Growth Percentage is calculated as follows: (EPS for the
applicable fiscal year minus the Prior Year's Target EPS) divided
by the Prior Year's Target EPS. The Prior Year's Target EPS assumes
EPS has grown 13% annually from Fiscal 1995.

</FN>

LONG-TERM STOCK-BASED REWARDS. The purpose of the Long-Term
Stock-Based Reward Program is to: 1) align the interests of employees
with the long-term interests of shareholders; 2) encourage and reward
medium/long-term performance; and 3) retain top notch employees. There
are two components of the Long-Term Stock-Based Reward Program:
Restricted Stock and Stock Options. Both provide "performance based
compensation" as defined under the Million Dollar Cap Legislation.

The Restricted Stock and Stock Option Programs meet the above purposes
by: 1) rewarding management for increases in shareholder value; 2)
focusing management on the Company's long-term EPS growth; 3)
ownership and retention of Company stock; and 4) retention of
management talent through vesting of Restricted Stock and Stock
Options, generally over a three to five-year period.

- -- RESTRICTED STOCK PROGRAM. Restricted Stock Rewards are based upon
actual three-year EPS performance compared to target performance of
12-14% EPS growth over time with fiscal 1995 as the starting point.
This is consistent with the Company's goal of double digit EPS growth
over time, the Company's five-year planning process and the long-term
nature of its business. It is also appropriate for a business that has
major fluctuations because of government programs and weather.

Target rewards typically begin at 20% of base salary for participants
and range from 45% to 75% of base salary for executives, with the
target percentage increasing with increased responsibility. Actual
rewards can range from zero, when financial performance is low, to
multiples of the target reward opportunities when performance is high.

EPS growth for fiscal years 1995 through 1997 resulted in Restricted
Stock Rewards of approximately 1.85 times targeted levels. The
following is an example of the calculation of the performance-based
Restricted Stock Reward. It uses actual EPS of $7.79 for the three
years ended August 31, 1997 (FY95 was $2.16, FY96 was $2.68, FY97 was
$2.95 for a total of $7.79.)

EPS Growth Pay Band Executive's Value of Restricted
Multiplier Target % Base Salary Stock Grant

1.85 X 50% X $200,000 = $185,000

See below for current three-year EPS Growth Multiplier that
corresponds to a given three-year EPS.

Three Year EPS Growth Percentage and
Multiplier Table(FN*)
---------------------------------------------------------
Three Year Total EPS
-------------------------------------
3 Year 3 Year 1994- 1995- 1996- 1997- 1998-
EPS EPS 1996 1997 1998 1999 2000
Growth%(FN**)Multiplier
---------------------------------------------------------
0% 0.00 6.43 6.48 6.48 6.48 6.48
---------------------------------------------------------
4% 0.33 6.52 6.74 7.01 7.29 7.58
---------------------------------------------------------
8% 0.67 6.60 7.01 7.57 8.18 8.83
---------------------------------------------------------
TARGET 12% 1.00 6.69 7.29 8.16 9.14 10.24
RANGE ---------------------------------------------------------
13% 1.00 6.71 7.36 8.32 9.40 10.62
---------------------------------------------------------
14% 1.00 6.73 7.43 8.47 9.66 11.01
---------------------------------------------------------
18% 1.70 6.82 7.72 9.11 10.74 12.68
---------------------------------------------------------
19% 1.85 6.84 7.79 9.27 11.03 13.13
---------------------------------------------------------
22% 2.10 6.91 8.01 9.77 11.92 14.55
---------------------------------------------------------
24% 2.20 6.95 8.16 10.12 12.55 15.56
---------------------------------------------------------

[FN]
* The table is only a summary. There are various multipliers for
points between the points listed above and for points beyond 24%.

** The Three Year EPS Growth Percentage will be determined as follows:
add the EPS for three years (the most recently completed fiscal
year and the prior two fiscal years, this becomes the "Three Year
Total EPS"). Three Year Total EPS is then compared to the Three
Year EPS Growth Percentage. The Three Year EPS Growth Percentage is
determined assuming a specific EPS Growth percentage was achieved
since fiscal 1995. Because this is a relatively new plan, the
rewards for this year are based on growth over two years.
</FN>

- -- STOCK OPTIONS. Stock options were granted to most of the current
executives at the beginning of fiscal 1996. In addition, stock options
were granted in fiscal 1997 to two individuals appointed to corporate
vice president positions during the fiscal year. Consistent with the
Company's long-term focus, it is currently anticipated that options
will be granted only once every five years to an executive.

When vested, options can be exercised to purchase a predetermined
amount of Common Stock at a pre-established exercise price. The
exercise price is equal to the fair market value of the Common Stock
at the date of the grant. The options, generally, will not fully vest
until five years after grant (1/3 of the options will vest after each
of years 3, 4, and 5). Options expire 10 years following the date of
grant, although this period may be shortened after termination of
employment.

The number of options granted was established to put executive
long-term rewards, when combined with Restricted Stock grants, at the
targeted competitive levels as set forth in the "Philosophy" section
if the aggressive EPS and ROE targets are achieved. The Compensation
Committee, with input from a compensation consultant, used the widely
accepted Black-Scholes model to estimate the value of stock options.
The ultimate value will depend on increases or decreases in the
Company's stock price.

COMPENSATION OF THE PRESIDENT/CEO

Mr. Johnson's compensation is based on the policies and programs
described above.

BASE SALARY. Mr. Johnson received a base salary increase of 7.9% on
September 1, 1996 to reflect his performance and position his base pay
between the 50th and 60th percentiles of executives in similar
positions at Comparator Organizations, consistent with the Company's
compensation strategy.

MANAGEMENT REWARD PROGRAM. As stated above, for fiscal year 1997, the
Company had a 21% EPS growth over the fiscal 1996 target, well in
excess of the 12-14% EPS growth goal. ROE was 21.2% in fiscal year
1997, in excess of the 20% ROE target. Consequently, MRP Part I
payouts were approximately 2.2 times target. The reward reflects the
outstanding performance of the Company. EPS growth and ROE rates over
this period place the Company's performance in the top quartile of the
Comparator Organizations. Mr. Johnson's reward under the MRP Part I
was $914,877 or 134.5% of his fiscal year-end base salary. In
addition, Mr. Johnson exceeded his individual and team goals resulting
in a reward of $132,601 or 19.5% of his fiscal year-end base salary
(for a total reward of $1,047,478 or 154.0% of fiscal year end base
salary). The target for accomplishing the Company's financial goals
was 75% of base salary, consistent with the Company's compensation
philosophy.

Mr. Johnson led the Company with the support of other executives in an
important and critical year of positioning the Company for the future.
Mr. Johnson's leadership resulted in: (1) entering into the DuPont
alliance which includes a research alliance, joint venture for
creating and capturing value for quality grain traits and 20% equity
investment in the Company by DuPont; (2) formation of an alliance with
CuraGen Corporation, a genomic research alliance; and (3) development
of a strong line-up of new hybrids, strong field testing of hybrids,
increased supply capacity and upgrade of the sales force. This was
also a year when financial performance remained outstanding.

LONG-TERM REWARD--STOCK-BASED REWARD PROGRAM. As stated earlier, the
Company had a 21% EPS growth over the fiscal year 1996 target, well in
excess of the 12-14% EPS growth target. Consequently, Restricted Stock
Rewards were approximately 1.85 times target. Restricted Stock
approximately equal in value to $943,506 or 138.8% of Mr. Johnson's
base salary will be awarded to him. His target for accomplishing the
Company's financial goals was 75% of base salary.

Mr. Johnson was granted 304,000 stock options at the beginning of
fiscal year 1996. No options were granted in fiscal year 1997. It is
anticipated that the options will only be granted once every five
years and will not fully vest for five years so no new options were
granted in fiscal year 1997. The number of options granted was
intended to put Mr. Johnson's targeted total long-term rewards, when
combined with Restricted Stock grants, in line with the targeted
competitive levels as set forth in the "Philosophy" section.

Compensation Committee members: Fred S. Hubbell (Chairman), Dr. Pedro
Cuatrecasas and Luiz Kaufmann.

COMPENSATION

EXECUTIVE COMPENSATION

The following table sets forth compensation information for the Chief
Executive Officer and the other four (4) most highly compensated
executive officers (Named Executive Officers) for fiscal years 1995,
1996, and 1997.

SUMMARY COMPENSATION TABLE

LONG-TERM COMPENSATION
----------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
- ---------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)

Restricted All Other
Other Annual Stock Options/ LTIP Compen-
Name and Principal Position Year Salary Bonus Compensation Award(s)(FN1) SARs Payouts sation(FN2)
($) ($) ($) (#) ($) ($)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>

Charles S. Johnson 1997 680,004 1,047,478 943,506 44,452
Chairman, President and 1996 630,000 1,057,896 1,039,500 304,000 35,650
Chief Executive Officer 1995 474,690 247,546 321,810 29,880

Jerry L. Chicoine 1997 385,008 490,558 445,166 25,751
Executive Vice President and 1996 350,004 459,451 462,005 103,000 19,863
Chief Operating Officer 1995 310,008 149,547 179,464 16,573

Richard L. McConnell 1997 320,004 387,173 355,204 16,223
Senior Vice President/ 1996 280,008 367,566 369,611 103,000 11,925
Director of Research 1995 235,308 111,159 133,396 9,968

John D. James 1997 315,000 381,118 349,650 16,759
Senior Vice President 1996 275,004 360,998 363,005 103,000 12,262
1995 222,091 115,740 138,893 10,155

Robert K. Wichmann 1997 260,040 252,993 240,537 25,823
Vice President 1996 242,O52 259,407 266,257 40,000 19,652
North American Seed Sales 1995 218,059 98,588 98,588 16,161

<FN>
1 Restricted Stock is valued without regard to restrictions on
transfer. Aggregate restricted stockholding and their market
values, without regard to restrictions on transfer, held at 1997
fiscal year end were as follows: Mr. Johnson 53,114 shares,
$4,571,124; Mr. Chicoine 25,799 shares, $2,220,326; Dr. McConnell
15,665 shares, $1,348,169; Mr. James 17,317 shares, $1,490,344;
and Mr. Wichmann 15,689 shares, $1,350,235. Dividends are paid
quarterly to restricted stockholders.

2 Consists of above market interest accruing on deferred
compensation (portion of interest in excess of 120% of the
applicable federal long-term rate) and Company contributions to
defined contribution plan (401(k)) as follows: Mr. Johnson --
1997-above market interest $41,452, and 401(k) $3,000; Mr.
Chicoine -- 1997-above market interest $22,751, and 401(k) $3,000;
Dr. McConnell -- 1997-above market interest $13,223, and 401(k)
$3,000; Mr. James -- 1997-above market interest $13,759, and
401(k) $3,000; and Mr. Wichmann -- 1997-above market interest
$22,823, and 401(k) $3,000.
</FN>
</TABLE>

The following table sets forth certain information regarding the
options held by Named Executive Officers at August 31, 1997. No
executives exercised options in fiscal year 1997.

AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR 1997 AND
FISCAL YEAR-END OPTION/SAR VALUES
-------------------------------------------------------------------------------------------------
Name Shares Value Number of securities Value of unexercised
acquired realized underlying options/SARs at
on ($) unexercised FY-end ($)
exercise options/SARs at Exercisable/Unexercisable(FN1)
(#) FY-end (#)
Exercisable/Unexercisable
(a) (b) (c) (d)
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>

Charles S. Johnson N/A N/A 0/304,000 $0/13,053,000
Jerry L. Chicoine N/A N/A 0/103,000 $0/4,422,563
Dr. Richard L. N/A N/A 0/103,000 $0/4,422,563
McConnell
John D. James N/A N/A 0/103,000 $0/4,422,563
Robert K. Wichmann N/A N/A 0/40,000 $0/1,717,500
-------------------------------------------------------------------------------------------------

<FN>
1 Value determined from market price at fiscal year end ($86.0625)
less exercise price ($43.125). The actual value, if any, an
executive may realize will depend on the stock price on the date of
exercise, so there is no assurance the value stated will be equal
to the value realized by the executive.
</FN>
</TABLE>

PENSION PLANS

Estimated Annual Retirement Benefits
for Years of Service Indicated
--------------------------------------------------------------------------------------------------
Average
Compensation(FN*) 10 15 20 25 30 35
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$400,000 $240,000 $240,000 $240,000 $240,000 $240,000 $240,000
--------------------------------------------------------------------------------------------------
600,000 360,000 360,000 360,000 360,000 360,000 360,000
--------------------------------------------------------------------------------------------------
1,000,000 600,000 600,000 600,000 600,000 600,00 600,000
--------------------------------------------------------------------------------------------------
1,400,000 840,000 840,000 840,000 840,000 840,000 840,000
--------------------- ----------------------------------------------------------------------------
1,800,000 1,080,000 1,080,000 1,080,000 1,080,000 1,080,000 1,080,000
--------------------------------------------------------------------------------------------------
2,200,000 1,320,000 1,320,000 1,320,000 1,320,000 1,320,000 1,320,000
--------------------------------------------------------------------------------------------------
2,600,000 1,560,000 1,560,000 1,560,000 1,560,000 1,560,000 1,560,000
--------------------------------------------------------------------------------------------------
3,000,000 1,800,000 1,800,000 1,800,000 1,800,000 1,800,000 1,800,000
--------------------------------------------------------------------------------------------------
3,400,000 2,040,000 2,040,000 2,040,000 2,040,000 2,040,000 2,040,000
--------------------------------------------------------------------------------------------------

<FN>

* Average compensation includes salary, bonus, and restricted stock
valued without regard to restrictions on transfer (as reported in
the Summary Compensation Table).
</FN>
</TABLE>

The above table shows the target amount of combined annual pension
income payable to a covered participant at normal retirement age (age
65) under the Company's qualified defined benefit pension plan, social
security, and the Company's non-qualified supplemental executive
retirement plan (SERP). The Company's plans provide for the payment of
post-retirement benefits on a life and 15-year term certain basis with
death benefits payable to an employee's surviving spouse or other
designated beneficiary.

The calculation of retirement benefits under the qualified pension
plan is based upon years of service with the Company and average
earnings for the highest five (5) consecutive years out of the last
ten (10) years preceding retirement (age 55 with at least five (5)
years of service). Covered compensation includes salary and bonus (as
reported in the Summary Compensation Table). Years of service as of
August 31, 1997 for Named Executive Officers are as follows: Mr.
Charles S. Johnson: 32 years; Mr. Jerry L. Chicoine: 12 years; Dr.
Richard L. McConnell: 23 years; Mr. John D. James: 13 years; and Mr.
Robert K. Wichmann: 38 years.

The non-qualified SERP provides for the payment of additional benefits
to certain Executive Officers (including the Named Executive
Officers). At normal retirement age (age 65) and upon early retirement
as accepted and approved by the Board of Directors, these Executive
Officers will receive, when combined with qualified pension plan
benefits and social security benefits, 60% of their final average
earnings regardless of their length of service. Benefits may also be
payable upon a disability. These benefits are based on average
earnings for the last four (4) fiscal years preceding retirement.
Covered compensation includes salary, bonus, and Restricted Stock,
valued without regard to restrictions on transfer (as reported in the
Summary Compensation Table). Benefits will be paid out on a life and
15-year term certain basis with death benefits payable to an
employee's surviving spouse or other designated beneficiary.

For purposes of the non-qualified SERP, covered compensation includes
salary, bonus and restricted stock. Covered compensation as of August
31, 1997 for the Named Executive Officers is as follows: Charles S.
Johnson: $2,670,988; Jerry L. Chicoine: $1,320,731; Richard L.
McConnell: $1,062,381; John D. James: $1,045,769; and Robert K.
Wichmann: $753,570.

DIRECTOR COMPENSATION

Non-employee Directors receive $1,500 per month for serving as a
Director, plus $4,000 for each meeting of the Board of Directors
attended, and $1,000 for certain special meetings. In addition,
Committee Chairpersons are paid $500 per committee meeting held which
is paid in cash. In lieu of the above fees, Thomas N. Urban received
monthly payments of $25,833.33 ending December, 1996, when he resigned
as Chairman of the Board of Directors. After this date, Mr. Urban
received non-employee director fees as specified above. Directors also
are reimbursed for travel expenses incurred in connection with their
attendance at Board and Committee meetings. Employee Directors and
current DuPont representatives do not receive any compensation for
serving on the Board of Directors.

The Directors' Restricted Stock Program allowed non-employee Directors
to elect to receive restricted stock in lieu of all or a portion of
the next three years worth of anticipated Directors' fees (both annual
retainer and quarterly Board meetings fees). Eleven directors elected
to participate in the Plan. The dollar value of the applicable fees
plus five percent was granted in restricted stock based upon the
December 31 stock price at the beginning of the three-year period.
Generally, restricted stock related to regular quarterly meeting fees
vests when quarterly meetings are attended. Restricted stock related
to the annual retainer for the applicable year will vest if the
participant is still a Director on each December 31. In addition, a
pro rata number of shares, which would otherwise vest in the calendar
year, will vest upon death, disability, the end of a term for which a
participant is not re-elected, or if mandatory retirement or a change
in control occurs. Shares are forfeited if the participant resigns, is
dismissed for cause, or the participant refuses to stand for election
to the Board. In addition, restricted stock related to a regular
quarterly meeting is forfeited if the participant does not attend such
quarterly meeting.

SEVERANCE PLANS AND OTHER ARRANGEMENTS

The Company has no employment agreements with any of the Named
Executive Officers.

The Company maintains a Severance Compensation Plan for certain
management employees (Severance Plan). The Severance Plan is designed
to aid the Company in attracting and retaining the highly qualified
individuals who are essential to its success and to avoid distractions
inherent in the threat of a Change in Control.

The Severance Plan is triggered upon a Change in Control of the
Company. In the event of involuntary termination of employment within
three (3) years following a Change in Control, participants under the
Severance Plan are entitled to a continuation of certain benefits for
one year and a cash payment equal to three (3) times the participant's
base salary and bonus. Participants include all of the Named Executive
Officers as well as other key managerial personnel. Each participant
eligible under the Severance Plan is entitled to receive a gross-up
payment equal to the amount of any federal excise taxes imposed upon
compensation payable upon a Change in Control and the additional taxes
that result from such payment.

The Named Executive Officers and other key employees customarily have
been granted restricted stock that vests upon completion of five (5)
years of continuous employment following the grant. In addition, they
have been granted stock options with a ten (10) year term. The
Restricted Stock and Stock Options also vest upon a Change in Control;
upon termination because of normal retirement, death or disability;
upon early retirement accepted and approved by the Compensation
Committee; or for other reasons the Compensation Committee deems
appropriate.

The Named Executive Officers and other key employees are entitled to
receive non-qualified Supplemental Executive Retirement Plan (SERP)
benefits and deferred compensation benefits under the Deferred
Compensation Plan (the Named Executive Officers and other key
employees are entitled to defer a lifetime maximum of $100,000 of
their compensation with earnings at above-market interest) if they are
terminated without cause or resign for a stated good reason within
five (5) years following a Change in Control. Participants'
beneficiaries will also receive benefits in the case of death.
Otherwise, SERP benefits will be paid upon normal retirement (age 65),
or upon early retirement (age 55 with at least five (5) years of
service) accepted and approved by the Compensation Committee, or in
the Board of Directors' discretion upon other termination. Deferred
compensation benefits will be paid with accrued above-market interest
upon normal retirement (age 65), with benefits reduced on early
retirement (age 58), and at the prime interest rate upon other
termination.

In addition, Named Executive Officers and other key employees are
entitled to defer up to $25,000 a year under the Annual Deferred
Compensation Plan. Such compensation earns a rate of one percent (1%)
above the average of the 10-year United States Treasury rate and is
paid upon retirement or other termination of employment.

Company contributions to the 401(k) Defined Contribution Plan shall
vest over a five (5) year period and otherwise shall vest upon
retirement, death, or disability, and termination for other than cause
within three (3) years of a Change in Control. The maximum annual
contribution by the Company is $3,000 per employee.

For purposes of the Severance Plan, the Restricted Stock Plan, SERP,
the deferred compensation plans, and the 401(k) Plan, "Change in
Control" means an acquisition by any person of 25% or more of the
total number of shares of Common Stock then outstanding and the number
of shares of Common Stock issuable upon conversion (whether or not
then convertible) or otherwise of Series A Convertible Preferred Stock
of the Company or election of 25% or more of the Board of Directors
without recommendation from the Board.

PERFORMANCE GRAPH

The following graph compares the cumulative total Shareholder return
on the Company's Common Stock versus the S&P 500 and Value Line Food
Processors Large Cap Index and Small Cap Index combined ("Combined
Value Line Index") for the five (5) year period commencing August 31,
1992. The Value Line Food Processor Large Cap Index includes the
Company and the Value Line Food Processor Small Cap Index includes the
Company's only major competitor that is publicly traded. The other
major competitors are divisions or subsidiaries of larger publicly
traded companies.

[PERFORMANCE GRAPH]

---------------------------------------------------------------------
1992 1993 1994 1995 1996 1997
---------------------------------------------------------------------
PHB $100.00 $125.95 $122.27 $171.60 $223.55 $352.44
---------------------------------------------------------------------
S & P 500 $100.00 $115.30 $121.90 $148.20 $176.01 $248.00
---------------------------------------------------------------------
Peer Group $100.00 $97.12 $104.25 $122.25 $140.69 $192.07
---------------------------------------------------------------------

Assumes $100 invested at the close of trading on the last trading day
preceding the first day of the fifth preceding fiscal year and
reinvestment of dividends.

PROPOSAL 2
APPROVAL OF AN AMENDMENT TO THE ARTICLES OF INCORPORATION
TO CREATE A NEW CLASS OF COMMON STOCK CALLED CLASS B COMMON STOCK

INTRODUCTION

At the annual meeting a vote will be taken on a proposal to authorize
the amendment of the Company's Articles of Incorporation to create a
new class of Common Stock called Class B Common Stock 120,000,000
shares authorized for issuance (the "Article Amendment"). A copy of
the Article Amendment, in substantially the form in which it is to be
adopted, is attached to this Proxy Statement as Exhibit B. The Company
is required to seek shareholder approval to create the Class B Common
Stock under the terms of the Investment Agreement, dated as of August
6, 1997 ("Investment Agreement"), between E.I. du Pont de Nemours and
Company ("DuPont") and the Company. If the Article Amendment is
approved, each share of Series A Convertible Preferred Stock held by
DuPont will automatically be reclassified without further vote and at
no cost to the Company or DuPont into one hundred issued and
fully-paid shares of Class B Common Stock.

PREFERRED STOCK AND INVESTMENT AGREEMENTS

The Investment Agreement was entered into as part of three integrated
transactions involving (1) a research alliance and collaboration
between the companies; (2) the formation of a joint venture to exploit
business opportunities in quality grain traits; and (3) an equity
investment by DuPont in the Company. Pursuant to the Investment
Agreement, DuPont purchased directly from the Company a new Series A
Convertible Preferred Stock (the "Preferred Stock") which represents
an economic ownership in the Company approximately equal to 20% of the
Company's outstanding shares before giving effect to the issuance and
approximately 16 2/3% after giving effect to the issuance at a Common
Stock equivalent price of $104 per share and $1.71 billion in the
aggregate. After the direct issuance of Preferred Stock to DuPont, the
Company then launched and completed a self-tender offer to purchase
approximately 16.4 million of its Common Stock, par value $1 ("Common
Stock") from its Shareholders. The Company acquired approximately 16.5
million shares of Common Stock pursuant to the self-tender offer at a
price of $92.50 per share and $1.523 billion in the aggregate. The
excess proceeds from the DuPont purchase of Preferred Stock will be
used for working capital or other corporate purposes. After giving
effect to the self-tender offer, DuPont had approximately a 20% Common
Stock equivalent equity interest in the Company.

DuPont was issued Preferred Stock instead of Common Stock to provide
DuPont with a voting power which at all times is equal to its equity
ownership and ensure that in all circumstances the shares of Preferred
Stock purchased by DuPont pursuant to the terms of the Investment
Agreement will not be entitled to voting powers greater than its
equity ownership. The Company's Common Stock has a time-phased voting
feature under which, in general, holders of Common Stock are entitled
to 5 votes per share if such shares have been beneficially owned
continuously by such holder for a period of 36 consecutive months
preceding the record date for the shareholders' meeting, and that
otherwise such holders are entitled to 1 vote per share.

The Preferred Stock is a Common Stock economic equivalent based on the
number of shares of Common Stock into which the Preferred Stock is
convertible and participates equally on the basis of the number of
shares of Common Stock into which the Preferred Stock is convertible,
whether or not such conversion has occurred, in all dividends and
distributions when declared by the Company on or with respect to the
shares of Common Stock subject, in the event of a liquidation of the
Company, to a liquidation preference of the Preferred Stock of $.01
per share. Shares of Preferred Stock are convertible (on the basis of
100 shares of Common Stock per share of Preferred Stock) automatically
upon the transfer of beneficial ownership of such shares of Preferred
Stock to a person not a member of a DuPont Group, as defined in the
Investment Agreement, and under certain other limited circumstances
described below. The Preferred Stock will vote together as a class
with the holders of shares of Common Stock on all matters, including
the election of directors, on which the holders of shares of Common
Stock are entitled to vote with voting power at all times (regardless
of the number of votes that may be cast at any meeting based on the
Company's existing time-phased voting structure pursuant to which
every share of Common Stock is generally entitled to five votes, if it
has been beneficially owned continuously by the same holder for a
period of 36 consecutive months preceding the record date for the
shareholders' meeting, and to one vote per share otherwise) equal to
its percentage Common Stock equivalent economic ownership interest in
the Company. In no event will the aggregate voting power of DuPont
arising out of its ownership of the Preferred Stock exceed 20%. The
Preferred Stock is also convertible into shares of Common Stock (a) in
the event that all outstanding shares of Common Stock are changed
through an article amendment or other reclassification to have the
same vote per share, without any time-phased voting and (b) at the
option of DuPont in the event that after the next five annual
meetings, including the 1998 Annual Meeting (the "5-Year Period"), the
Company's Shareholders have not approved an amendment to the Company's
Articles of Incorporation to reclassify the Preferred Stock held by
DuPont into Class B Common Stock having identical terms (except that
each share of Preferred Stock is to be reclassified into 100 shares of
Class B Common Stock, and each share of Class B Common Stock will then
be convertible into one share (rather than 100 shares) of Common
Stock) and, thereafter, both DuPont's independent public accountants
and the staff of the Securities and Exchange Commission shall not have
permitted DuPont to account for its investment in the Company using
the full equity accounting method. If DuPont exercises its conversion
rights specified under clause (b) above, DuPont has agreed to vote any
voting power it would otherwise have in excess of its economic
ownership pro rata in proportion to how the shares of Common Stock
owned by all Shareholders of the Company other than DuPont are voted.

Shares of the Preferred Stock are also subject to certain rights and
restrictions under the Investment Agreement which has a term of 16
years from the date thereof and is thereafter extended unless
terminated upon one year's prior notice given by either party. The
Investment Agreement obligates DuPont to vote its shares of Preferred
Stock in favor of the slate of directors (including any DuPont
nominees as described below) proposed by the Board and certain other
limited matters, and otherwise permits DuPont to exercise its voting
power in its discretion. The Investment Agreement contains provisions
that impose certain restrictions upon DuPont's ability to transfer its
shares of Preferred Stock, including provisions that prohibit any
transfer (other than by means of a dividend by DuPont to its
Shareholders) for three years after the date (September 18, 1997) that
DuPont purchased the Preferred Stock (the "Equity Investment Closing
Date"), and restrict thereafter in perpetuity the manner in which any
such transfer may be made, the size of the block of shares that any
transferee may acquire and, in certain cases, the terms upon which any
transferee may acquire shares of Common Stock as a result of any such
transfer.

DuPont is entitled under the Investment Agreement to nominate two (and
in certain circumstances three) directors to the Company's Board of
Directors (the "Board") of 13 members (exclusive of the DuPont
nominees), provided that DuPont maintains an equity ownership of at
least 10%. At the Equity Investment Closing Date (September 18, 1997),
Charles O. Holliday, Jr., President and a director of DuPont, and
William F. Kirk, Senior Vice President of DuPont, joined the Company's
Board as DuPont's initial designees.

The Investment Agreement includes a standstill which prohibits DuPont
from acquiring any additional shares of Common Stock or other voting
securities of the Company, except for certain top-up rights to enable
it to maintain a 20% equity interest. The Investment Agreement also
prohibits DuPont from taking certain other actions to seek control of
or influence the management, the Board or the policies of the Company
(including by proposing or seeking to effect any merger or other
business combination transaction involving the Company, engaging in
any consent or proxy solicitation as to the election of directors or
otherwise, or forming a "group" within the meaning of Section 13(d)(3)
of the Securities Exchange Act of 1934, as amended, with third parties
with respect to any of the Company's voting securities).

In addition, under the Investment Agreement, as long as DuPont's
Ownership Cap (as defined in the Investment Agreement) is 18% or more,
(i) DuPont is entitled to 30 days' prior notice of, and the right to
participate in any auction leading up to, the sale of the Company or
other business combination constituting a Change in Control (as
defined in the Investment Agreement) of the Company, and (ii) the
Company is prohibited from consummating or entering into a binding
agreement for a Competing Investment (defined in the Investment
Agreement as certain equity investments in the Company exceeding a
specified size by one of the eight competitors designated by DuPont on
an annual basis) for a period of four years after the date of the
Investment Agreement. DuPont is also entitled to certain rights to
purchase or trigger an auction of the Joint Venture and termination of
the Research Alliance upon the occurrence of a Competing Investment or
Change in Control. DuPont is also accorded certain rights in the event
that a Competing Investment is proposed or consummated by the Company
after the end of such four-year period, including the right to be
provided 30 days' prior notice thereof, subject to the loss by DuPont
of certain of its other rights as a Shareholder under the Investment
Agreement. In addition, certain of DuPont's rights as a Shareholder
under the Investment Agreement are eliminated or modified in the event
that either the Joint Venture or the Research Alliance is terminated
or upon certain sales of DuPont's Ag Products Business.

DuPont is also entitled, after the third anniversary of the Equity
Investment Closing Date, to exercise certain demand and "piggyback"
registration rights with respect to the shares of Common Stock into
which the Preferred Stock is convertible on customary terms.

CLASS B COMMON STOCK

The Class B Common Stock will be substantially identical to the
Preferred Stock (except that each share of Preferred Stock is to be
reclassified into 100 shares of Class B Common Stock, and each share
of Class B Common Stock will then be convertible into one share
(rather than 100 shares) of Common Stock), except that the issuance of
the Class B Common Stock will satisfy the requirements described above
that an amendment to the Articles of Incorporation to authorize the
Class B Common Stock be approved within the 5-Year Period and thus
eliminate DuPont's right to convert into Common Stock under the
circumstances described above. Upon approval of the Article Amendment,
each share of Preferred Stock will automatically convert into one
hundred shares of Class B Common Stock.

IOWA LAW AND CERTAIN CHARTER AND BYLAW PROVISIONS

In 1982, the Shareholders approved amendments to the Company's
Articles of Incorporation to establish a Board of Directors classified
into three classes of directors serving staggered three-year terms,
with the classes as nearly equal in number as possible. One class of
directors stands for election at each annual meeting of the
Shareholders. Therefore, two annual meetings generally are required to
replace a majority of the directors. Shareholders do not have the
right to exercise cumulative voting in the election of directors.

The 1982 amendments also provide for a Board of Directors ranging from
twelve to sixteen members, within which range the Board of Directors
may designate the exact number of directors. The incumbent directors
also have the authority to fill vacancies on the Board of Directors
for a term which extends to the next annual meeting of Shareholders.
The Articles of Incorporation also provide that a director may be
removed only for cause (determined by a judicial finding of
misconduct), by a two-thirds vote of the shares entitled to vote. Any
amendment to these provisions requires the vote of two-thirds of the
shares entitled to vote.

In 1982, the Shareholders also approved the creation of a class of ten
million shares of Serial Preferred Stock, to be issued in one or more
series by the Board of Directors without further Shareholder approval.
The Board of Directors has the power to determine the designations,
preferences and rights (including dividend, conversion and voting
rights) of each such series. The Board of Directors could, without
Shareholder approval, issue Serial Preferred Stock with voting and
other rights that could affect the voting power of the holders of
Common Stock and have certain anti-takeover affects. For example, in
the case of a tender offer or other attempt to gain control of the
Company of which the Board of Directors does not approve, the Company
may issue shares of such stock with rights and preferences which could
hinder or frustrate such attempts.

In 1985, the Shareholders approved an amendment to Article IV of the
Articles of Incorporation to provide that each holder of shares of
Common Stock as of the effective date of the amendment would be
entitled to five votes per share on all matters submitted thereafter
and, subject to certain exceptions, any person who acquired shares of
Common Stock subsequent to the effective date of the amendment would
be entitled to one vote per share with respect to such shares until
the shares had been beneficially owned by such person continuously for
a period of thirty-six months and such person had satisfied certain
other conditions, after which such person is entitled to five votes
per share. The overall effect of the amendment may be to render more
difficult mergers, proxy contests or the assumption of control by a
principal Shareholder and thus make it more difficult to remove
incumbent management.

In 1989, the Board of Directors adopted amendments to the Company's
Pension Plan, 401(k) Plan, Supplemental Executive Retirement Plan and
Deferred Compensation Plan and adopted a Change in Control Severance
Plan. The purpose and intended effect of the amendments and the
adoption of the severance plans are to provide for early vesting of
stock-based benefits in the event of a Change in Control and to
provide acceleration of benefits and certain other benefits in the
event of their termination following a change in control of the
Company. These measures individually and in the aggregate may have a
defensive effect.

In 1989, the Company adopted a Shareholder Rights Plan ("Rights Plan")
and subsequently has modified the Rights Plan. The Rights Plan
potentially dilutes the ownership of a person that exceeds the trigger
level specified in the Rights Plan unless the Board waives the Rights
Plan prior to the acquirer crossing the trigger level. The Rights Plan
accomplishes this by granting rights to the Shareholders that, if
exercised, would dilute the acquirer's ownership following the
occurrence of the applicable trigger event. The Rights Plan is
triggered as to an acquirer on the first to occur: ( a) a person or
entity owns 10% or more of the Company's stock (but only when and if
the person has 25% of the voting power) or (b) a person or entity owns
15% or more of the Company's stock, provided that the Rights Plan will
not be triggered if a person exceeds the trigger ownership level as a
result of the Company's repurchase of Common Stock. The Company has
waived DuPont ownership pursuant to the terms of the Investment
Agreement from being a trigger under the Rights Plan. There is a
limited exception for the Wallace family as defined in the Rights
Plan.

In 1997, the Iowa legislature adopted a provision that in general
prohibits a publicly held Iowa corporation from engaging in certain
"business combinations" with an "interested shareholder" for a period
of three years after the date of the transaction in which the person
became an interested shareholder, unless the business combination is
approved by two-thirds of the disinterested shareholders of the
corporation or the board approves the business combination or the
transaction resulting in the person acquiring the specified amount or
more of the outstanding voting shares. A "business combination"
includes a merger, asset sale or other transaction resulting in a
financial benefit to the interested shareholder. An "interested
shareholder" is a person who, together with affiliates and associates,
owns the specified amount or more of the corporation's voting stock.
The Company did not elect to exempt the stock of the Company from the
provisions of this law. The Company approved DuPont's acquisition and
as such, DuPont did not become an interested shareholder subject to
such restrictions as a result of such acquisition.

In 1997, the Iowa legislature also increased the shareholding
requirement from 10% of all votes to 50% of all votes for shareholders
to be able to call a shareholder meeting. The Company amended its
Bylaws to conform with the change adopted by the Iowa legislature.

The Company also has additional shares that are authorized but
unissued, or issued and not outstanding. Such shares can be used for
defensive purposes. See also the description in "Proposal 3: Approval
of an Amendment to the Articles of Incorporation to Increase the
Authorized Shares of Common Stock."

INFORMATION INCORPORATED BY REFERENCE

As required by the proxy rules, the Company incorporates the following
information by reference to the Company's Annual Report on Form 10K
for the fiscal year ended August 31, 1997 (the "Report"): Financial
Statement and notes thereto (Item 8 of the Report); the report of
independent certified public accountants (Item 8 of the Report);
supplemental financial information (Item 8 of the Report); management
discussion and analysis of financial condition and result of
operations (Item 7 of the Report); and quantitative and qualitative
disclosure about market risk (Item 7 of the Report).

The information required for changes and disagreement with accountants
is not applicable. The Company also incorporates by reference the
information contained in "Proposal 4: Approval of Auditors."

BOARD RECOMMENDATION

The Board of Directors of the Company believes that approval of the
Article Amendment which amends the Company's Articles of Incorporation
to create a new class of Common Stock called Class B Common Stock is
in the best interest of the Company and recommends that it be
approved. The holders of Common Stock are entitled to vote as a
separate class under Iowa law. The votes cast by holders of Common
Stock in favor of the Article Amendment must exceed the votes cast by
holders of Common Stock opposed to the amendment to approve the
Article Amendment. In addition, the votes cast by the holders of
Common Stock and the holders of Series A Convertible Preferred Stock
voting as one class must exceed the votes cast by such holders opposed
to the amendment to approve the Article Amendment. See "Record Date;
Voting of Shares" for a description of the voting rights of Common
Stock and Preferred Stock. Pursuant to the Investment Agreement,
DuPont is required to vote its approximate 20% voting power "For" this
proposal.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSAL 2.

PROPOSAL 3
APPROVAL OF AN AMENDMENT TO THE ARTICLES OF INCORPORATION
TO INCREASE THE AUTHORIZED SHARES OF COMMON STOCK

The proposed amendment to the Articles of Incorporation would increase
the number of authorized shares of Common Stock, $1.00 par value
("Common Stock") to 600,000,000 shares. The additional 450,000,000
shares authorized would have the same rights and privileges as the
shares of Common Stock currently outstanding. The number of authorized
shares of Serial Preferred Stock would remain unchanged at 10,000,000
shares.

The text of the proposed amendment to the Articles of Incorporation,
in substantially the form in which it is to be adopted, is set forth
in Exhibit C to this Proxy Statement.

The Company's Articles of Incorporation presently authorize the
issuance of 150,000,000 shares of Common Stock with a $1.00 par value.
As of November 4, 1997, there were 65,756,873 shares of Common Stock
outstanding; 27,192,092 shares issued but not outstanding ("Treasury
Shares"); 3,000,000 shares reserved for issuance pursuant to stock
options issued and issuable under the Company's stock option plans;
and 1,502,222 shares of Common Stock reserved for issuance pursuant to
the Company's restricted stock plans. In addition, 16,444,586 shares
of Common Stock are reserved for issuance upon conversion of Series A
Convertible Preferred Stock (or alternatively, Class B Common Stock if
"Proposal 2: Approval of an Amendment to the Articles of Incorporation
to Create a New Class of Common Stock Called Class B Common Stock" is
approved). See "Proposal 2: Approval of an Amendment to the Articles
of Incorporation to Create a New Class of Common Stock Called Class B
Common Stock" for a description of the Series A Convertible Preferred
Stock and Class B Common Stock.

The Board of Directors believes that an increase in the number of
authorized shares of Common Stock is advisable because it would
increase the number of shares available for issuance for such purposes
as the Board determines to be in the best interest of the Company. For
example, the Board of Directors may determine that it is advisable to
effectuate a stock split and currently anticipates that it will
effectuate a stock split in 1998 in the form of a stock dividend.
Other purposes include possible future financing or acquisition
transactions, stock options and other employee compensation and
benefit plans, and other general corporate purposes. At present, the
Company has no plans, arrangements or understanding for an issuance of
additional shares of Common Stock, other than the Company is
contemplating a stock split, and issuances pursuant to the Company's
current stock option plan, restricted stock plans and as may be
required, upon conversion of Series A Convertible Stock (or
alternatively, Class B Common Stock) into Common Stock as discussed
above. However, the Company may determine to use additional shares of
Common Stock for any corporate purpose. No further action or
authorization by the Shareholders would be necessary prior to the
issuance of additional shares unless applicable law or regulation
require such. One of the effects of the existence of additional shares
may be to enable the Board of Directors of the Company to issue shares
to persons friendly to current management which could render more
difficult or discourage an attempt to obtain control of the Company by
a means of merger, tender offer, proxy contest or otherwise and
thereby protect the continuity of management. Such additional shares
also could be used to dilute the stock ownership of persons seeking to
attain control of the Company.

For the Company's other provisions applicable to a change in control,
see "Proposal 2: Approval of an Amendment to the Articles of
Incorporation to Create a New Class of Common Stock Called Class B
Common Stock."

The Common Stock is subject to a time-phased voting structure pursuant
to which shares of Common Stock are generally entitled to 5 votes, if
such shares have been beneficially owned continuously by the same
person for a period of 36 consecutive months preceding the record date
for the shareholders' meeting, and all other shares are entitled to 1
vote. Holders of Common Stock are not entitled to cumulative voting in
an election of Directors. Holders of Common Stock do not have
preemptive subscription or conversion rights and there are no
redemptions or sinking fund provisions applicable thereto. Shares of
Common Stock are currently entitled to share equally and ratably in
dividends paid in the funds legally available for the payment thereof.
A declaration of dividends is subject to the discretion of the Board.
Shares of Common Stock are also currently entitled to share equally in
the assets of the Company available for distribution to holders of
Common Stock after the payment of liabilities of the Company upon
liquidation or dissolution of the Company, whether voluntary or
involuntary, subject to a 1 cent per share liquidation preference of
Series A Convertible Preferred Stock.

INFORMATION INCORPORATED BY REFERENCE

The information required for changes and disagreement with accountants
is not applicable. The Company also incorporates by reference the
information contained in "Proposal 4: Approval of Auditors."

BOARD RECOMMENDATION

The Board of Directors of the Company believes the amendment to
increase the authorized shares is in the best interest of the Company
and recommends that it be approved. The holders of Common Stock are
entitled to vote as a separate class under Iowa law. The votes cast by
the holders of Common Stock in favor of the amendment to the Articles
of Incorporation to increase the authorized shares must exceed the
votes cast by holders of Common Stock opposed to the amendment to the
Articles of Incorporation to increase the authorized shares for the
amendment to be approved. In addition, the votes cast by the holders
of Common Stock and the holders of Preferred Stock voting as one class
in favor of the amendment to the Articles of Incorporation to increase
the authorized shares must exceed the votes cast by such holders
opposed to the amendment to the Articles of Incorporation to increase
the authorized shares for the amendment to be approved. See "Record
Date; Voting of Shares" for a description of the voting rights of
Common Stock and Preferred Stock voting as one class. DuPont has
agreed to vote its approximate 20% voting power "For" this proposal.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSAL 3.

PROPOSAL 4
APPROVAL OF AUDITORS

The Board of Directors, pursuant to the recommendation of its Audit
Committee, engaged KPMG Peat Marwick LLP to audit the Company's
financial statements.

Although this appointment is not required to be submitted to a vote of
the Shareholders, the Board of Directors continues to believe it is
appropriate as a matter of policy to request that Shareholders ratify
the appointment of KPMG Peat Marwick LLP as principal independent
auditors. If the Shareholders should not ratify the appointment, the
Audit Committee will investigate the reasons for Shareholder rejection
and the Board of Directors will reconsider the appointment. Even if
the appointment is ratified, the Board of Directors, in its
discretion, may direct the appointment of a different independent
auditor if the Board of Directors determines that such a change would
be in the best interest of the Company and its Shareholders.

The Company has been advised that neither KPMG Peat Marwick LLP nor
any of its partners has any direct or any material, indirect,
financial interest in the securities of the Company or any of its
subsidiaries, and has had no material relationship with the Company or
its subsidiaries, except as auditors and consultants on accounting
procedures, compensation, securities, and tax matters.

A representative from KPMG Peat Marwick LLP will be at the Annual
Meeting, will have the opportunity to make a statement, if the
representative so desires, and will be available to respond to
appropriate questions during the meeting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSAL 4.
ANNUAL REPORT TO SHAREHOLDERS

The Company's Annual Report to Shareholders for the fiscal year ended
August 31, 1997 is enclosed. The Annual Report is not to be regarded
as Proxy solicitation material.

SHAREHOLDER PROPOSALS FOR 1999 ANNUAL MEETING

The Board of Directors presently expects that the 1999 Annual Meeting
will be held on January 26, 1999. A Shareholder intending to present a
proposal to the 1999 Annual Meeting and wishing to have such proposal
included in the Proxy Statement and form of Proxy to be distributed by
the Board of Directors in connection with the 1999 Annual Meeting must
submit such proposal in writing to the Secretary, Pioneer Hi-Bred
International, Inc., 800 Capital Square, 400 Locust Street, P.O. Box
14458, Des Moines, Iowa 50306-3458. Such proposal must be received by
the Company at that address no later than August 12, 1998 in order to
be included in the Proxy Statement.

INFORMATION INCORPORATED BY REFERENCE

BY ORDER OF THE BOARD OF DIRECTORS

Jerry L. Chicoine, Secretary

SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE REMINDED TO
DATE, SIGN, AND RETURN THE ENCLOSED PROXY IN THE POSTAGE PREPAID
ENVELOPE.

EXHIBIT A

December 10, 1997

PROCEDURES FOR DETERMINING CHANGES IN
BENEFICIAL OWNERSHIP OF COMMON STOCK

- - Effective November 14, 1985, the Articles of Incorporation of
Pioneer Hi-Bred International, Inc. (the "Company") were amended
(the "Voting Amendment") to provide that, subject to the provisions
below, every share of the Company's Common Stock is entitled to
five (5) votes per share if it has been beneficially owned
continuously by the same holder for a period of 36 consecutive
months preceding the record date for the shareholders' meeting. All
other shares carry one (1) vote.

- - In general, the Voting Amendment provides that a change in
beneficial ownership of a share of Common Stock occurs whenever any
change occurs in the person or group who has, or shares, voting
power, investment power, the right to receive sale proceeds, or the
right to receive dividends or other distributions with respect to
such share.

- - In the absence of proof to the contrary provided in accordance with
the procedures referred to below, a change in beneficial ownership
shall be deemed to have occurred whenever a share of Common Stock
is transferred of record into the name of any person.

- - In the case of a share of Common Stock held of record in the name
of a corporation, partnership, voting trustee, bank, trust company,
broker, nominee or clearing agency, or in any other name except
that of a natural person, if it has not been established pursuant
to such procedures that there has been no change in the person or
persons who direct the exercise of the powers or rights referred to
above with respect to such share of Common Stock during the period
of 36 months immediately preceding the date on which a
determination is made of the shareholders who are entitled to take
any action, then a change in beneficial ownership shall be deemed
to have occurred during such period.

- - There are several exceptions and qualifications to the terms of the
Voting Amendment described above. For a copy of the complete Voting
Amendment, please contact the Company at the address listed below.

- - Shareholders who hold their shares in "street name" or through
any other method specified above are required to submit proof of
continued beneficial ownership to the Company in order to be
entitled to five (5) votes per share. Such proof must consist of a
written certification by the record owner that there has been no
change in beneficial ownership (as defined in the Voting Amendment)
during the relevant period. The required form for this
certification is attached. The Company reserves the right, however,
to require evidence in addition to the certification in situations
where it reasonably believes an unreported change may have
occurred. Proof (including certifications) will be accepted only if
it is received by the Tabulating Agent at least five (5) days
before the date for the shareholders' meeting.

- - The Company will notify shareholders of record who are natural
persons, in advance of a shareholders' meeting, of the Company's
determination as to the number of shares for which they are
entitled to five (5) votes per share and the number of shares for
which they are entitled to one (1) vote. This determination will be
shown on the Proxy cards for such shareholders. Shareholders of
record who disagree with such determination may certify that no
change in beneficial ownership has occurred during the relevant
period by following the same procedure set out in the previous
paragraph for other shareholders.

FOR FURTHER INFORMATION
- -----------------------

For further information concerning the Voting Amendment in general, or
its applicability to a shareholder's particular circumstances, please
contact the Company:

Pioneer Hi-Bred International, Inc.
800 Capital Square, 400 Locust Street
P.O. Box 14458
Des Moines, IA 50306-3458
Attention: Jerry L. Chicoine, Secretary
Telephone number: 515-248-4800 or (800)247-5258

PIONEER HI-BRED INTERNATIONAL, INC.

SHAREHOLDER CERTIFICATION FORM
FOR
ANNUAL MEETING OF SHAREHOLDERS
ON
JANUARY 27, 1998

USE ONLY IF YOU CLAIM MORE VOTING RIGHTS
----------------------------------------
THAN INDICATED ON YOUR PROXY CARD
---------------------------------

The undersigned certifies that:

1. Of the _______________ shares of the Company's Common Stock
held of record by the undersigned on the close of business on November
28, 1997, ________________ shares have been beneficially owned
continuously by the same person since November 28, 1994; and

2. (Applicable only to shareholders who are natural persons) --
the following is a statement supporting why the undersigned disagrees
with the Company's determination of the voting power (as shown on the
Proxy card) to which the undersigned is entitled in connection with
the Annual Meeting:

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

Dated:
---------------------------------

- ----------------------------- --------------------------------
(Print Shareholder Name) (Print Shareholder Name)

- ----------------------------- --------------------------------
Signature of Shareholder(s) Signature of Shareholder(s)

Please sign exactly as name appears on the Proxy for the Annual
Meeting. When shares are held by joint tenants, both should sign. When
signing as attorney, executor, administrator, trustee or guardian,
please give full title as such. If a corporation, please sign in full
corporate name by the President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.

THIS CERTIFICATION SHOULD BE RETURNED IN THE ENCLOSED POSTAGE PAID
ENVELOPE.

EXHIBIT B

FORM OF CERTIFICATE OF AMENDMENT TO THE
THIRD RESTATED AND AMENDED
ARTICLES OF INCORPORATION
OF
PIONEER HI-BRED INTERNATIONAL, INC.

The Corporation's Third Restated and Amended Articles of
Incorporation is hereby amended by deleting clause (ii) of paragraph A
of Article IV in its entirety and inserting the following so that
clauses (ii) and (iii) of paragraph A of Article IV shall hereafter
read as follows:

"(ii) 120,000,000 shares of Class B Common Stock without par
value, and (iii) 10,000,000 shares, consisting of one class designated
as serial preferred without par value."

II.

The Corporation's Third Restated and Amended Articles of
Incorporation is hereby amended by deleting paragraph D of Article IV
in its entirety and inserting the following so paragraph D and E of
Article IV shall hereafter read as follows:

"D. 1. Designation; Class and Amount; Certain Definitions. The
series of Class B Common Stock, the issuance of which is hereby
authorized, shall comprise of 120,000,000 shares the distinctive
serial designation of which shall be "Class B Common Stock." Each
share of Class B Common Stock shall be identical in all respects with
all other shares of Class B Common Stock. The number of shares of
Class B Common Stock which are purchased or otherwise acquired by the
Corporation or converted into Common Stock shall be canceled and shall
revert to authorized but unissued shares of Class B Common Stock. The
Corporation shall not issue, sell or otherwise transfer shares of
Class B Common Stock to any Person other than the members of the
Investor Group. Certain capitalized terms used herein have the
meanings specified therefor in Section 9 below.

2. Dividends. (a) Except as set forth in the Investment
Agreement, each Holder of shares of Class B Common Stock shall
participate with the holders of Common Stock in all Dividends (other
than Dividends in respect of which (x) an adjustment is made in the
number of shares of Common Stock issuable upon conversion as
prescribed in Section 6(c)(i) or Section 6(c)(iii) below or (y) an
adjustment is not required to be so made because of the satisfaction
of the proviso to the end of the first sentence of Section 6(c)(i)
below), when, as and if declared by the Board and paid or distributed
by the Corporation on or in respect of the Common Stock on a share for
share basis and in like tenor and forms as the Dividend paid on the
Common Stock as if all shares of Class B Common Stock were converted
into the number of shares of Common Stock (whether or not the Class B
Common Stock is then so convertible) calculated in accordance with
Section 6 below, immediately prior to the record date for such
Dividend. Except as set forth above, holders of shares of Class B
Common Stock shall not be entitled to receive any dividends. Except to
the extent payable in respect of dividends paid on the Common Stock,
no interest, or sum of money in lieu of interest, shall be payable in
respect of any dividend payment or payments on shares of Class B
Common Stock.

(b) Dividends on the Class B Common Stock in respect
of each Dividend shall be payable, when and if declared by the Board
of Directors, concurrently with each date of payment (each such date,
a "Dividend Payment Date") by the Corporation of Dividends on the
Common Stock. Dividends payable in cash shall be paid by wire transfer
in immediately available funds to the accounts designated by the
respective Holders in written notices given to the Corporation at
least two Business Days prior to the payment date or by such other
means as may be agreed to by the Corporation and the respective
Holders.

(c) The Corporation will cause written notice of
each Dividend on the Class B Common Stock to be given to each Holder
within five Business Days after it is determined by the Board of
Directors.

3. Voting Rights. (a) Except as otherwise provided
herein, or expressly provided in the Investment Agreement or as
required by law, the Holders of Class B Common Stock shall not be
entitled to any Vote.

(b) At any meeting called for the purpose of voting
on (or acting by written consent with respect to) any matter to be
voted upon by the holders of Common Stock of the Corporation, the
holders of shares of Class B Common Stock and the holders of shares of
Common Stock shall vote together as one class on all matters so
submitted to a vote of stockholders of the Corporation. At any such
meeting or in connection with any such action by written consent, each
share of Class B Common Stock shall carry, as of the record date
applicable to such vote, a number of votes equal to the Per Share Vote
Amount as calculated by the Corporation for such meeting.

(c) In accordance with Section 6.2(b) of the
Investment Agreement, the Corporation will cause written notice of any
vote as to which holders of Common Stock are entitled to vote as a
separate class or voting group under the Articles of Incorporation or
Iowa Law (a "Class Vote"), to be given to each Holder at least 15
Business Days prior to such Class Vote.

4. Liquidation Preference. In the event of any voluntary
or involuntary liquidation, dissolution or winding up of the affairs
of the Corporation, the Holders of shares of Class B Common Stock then
outstanding shall be entitled, for each share of Class B Common Stock,
to be paid out of the assets of the Corporation available for
distribution to its stockholders the amount of cash or other property
that would be payable on the number of shares of Common Stock then
issuable upon conversion of such share of Class B Common Stock
(whether or not then convertible) (such amount payable being adjusted
appropriately to the extent required in Section 6(c) below to reflect
any stock split, stock dividend, reverse stock split, or any
transaction with comparable effect upon the Common Stock) (the
"Liquidation Preference"). This entitlement of the Holders of shares
of Class B Common Stock, to the extent equal to $.01 for each share of
Class B Common Stock, shall be satisfied before any similar payment
shall be made or any assets distributed to the holders of the Common
Stock or any other security junior in rank to the Class B Common Stock
as to distribution of assets upon such dissolution, liquidation or
winding up and otherwise shall be satisfied on a pari passu basis with
the holders of the Common Stock. If the assets of the Corporation are
not sufficient to pay in full the liquidation payments payable to all
of the Holders of the outstanding shares of Class B Common Stock, then
the Holders of all such shares shall share ratably in such
distribution of assets in accordance with the liquidation preference
to which they are entitled. For the purposes of this section, neither
the voluntary sale, conveyance, exchange or transfer (for cash, shares
of stock, securities or other consideration) of all or substantially
all of the property or assets of the Corporation nor the consolidation
or merger of the Corporation with one or more other corporations shall
be deemed to be a liquidation, dissolution or winding up, voluntary or
involuntary, unless such voluntary sale, conveyance, exchange or
transfer shall be in connection with a dissolution or winding up of
the business of the Corporation.

5. Restrictions on Transfer. The shares of Class B Common
Stock are subject to the provisions of the Investment Agreement
(including the provisions thereof restricting transfer of such stock).

6. Conversion. (a) (i) Concurrently with the transfer of
Beneficial Ownership of any share of Class B Common Stock to any
Person other than the Investor or another member of the Investor Group
or Other Investor Affiliate, such share of Class B Common Stock shall
convert into one fully-paid and non-assessable share of Common Stock
(as adjusted pursuant to Section 6(c)), in accordance with the
procedures provided in clause (b) of this Section 6.

(ii) At any time (x) at the direction of the
Corporation, but only if the Corporation intends to recommend approval
of a Voting Amendment (as defined in the Investment Agreement), and
(y) at the direction of the Investor, following the approval and
effectiveness of a Voting Amendment, shares of Class B Common Stock
shall be mandatorily convertible into fully-paid and non-assessable
shares of Common Stock, with each share of Class B Common Stock being
converted into one share of Common Stock (as adjusted pursuant to
Section 6(c)).

(iii) At any time that all outstanding shares of
Common Stock (or whatever security received upon conversion or
exchange thereof) have the same vote per share, if any, without any
time-phased voting, all shares of Class B Common Stock shall be
convertible into fully-paid and non-assessable shares of Common Stock,
with each such share of Class B Common Stock being converted into one
share of Common Stock (as adjusted pursuant to Section 6(c)).

(iv) Except as set forth in this Section 6(a),
the shares of Class B Common Stock are not convertible at the option
of the Holder thereof.

(b) (i) Any Holder of shares of Class B Common Stock
required (or in the case of clause (iii) above requesting) to convert
any or all such shares into Common Stock shall surrender the
certificate(s) evidencing such shares of Class B Common Stock of the
Holder at the office of the transfer agent appointed for the purpose
of such conversion by the Corporation. Such surrendered
certificate(s), if the Corporation shall so require, shall be duly
endorsed to the Corporation or in blank, or accompanied by proper
instruments of transfer to the Corporation or in blank.

(ii) The Corporation shall, within one Business
Day after such surrender of certificates evidencing shares of Class B
Common Stock accompanied by written notice and in compliance with any
other conditions contained herein, issue and deliver, or cause to be
issued and delivered, to the Person(s) for whose account such
certificate(s) evidencing shares of Class B Common Stock were so
surrendered, or to the nominee(s) of such Person(s), certificates
representing the number of full shares of Common Stock to which such
Person shall be entitled pursuant to the then-applicable conversion
rate. Such conversion shall be deemed to have been made on the date of
such surrender of the certificate(s) evidencing shares of Class B
Common Stock to be converted (the "Surrender Date") and the Person(s)
entitled to receive the Common Stock deliverable upon conversion of
such Class B Common Stock shall be treated for all purposes as the
record holder(s) of such Common Stock on such date and thereafter.
Conversion of Class B Common Stock may otherwise be achieved in
accordance with such procedures as the Corporation and a majority of
the Holders may agree.

(iii) In the event that fewer than all shares of
Class B Common Stock represented by a surrendered certificate are to
be converted hereunder, a new certificate shall be issued at the
Corporation's expense representing the shares of Class B Common Stock
not so converted.

(iv) In connection with the conversion of any
shares of Class B Common Stock, no fractions of shares of Common Stock
shall be issued, but in lieu thereof the Corporation shall pay a cash
adjustment in respect of such fractional interest in an amount equal
to such fractional interest multiplied by the Market Price (as defined
in the Investment Agreement) per share of Common Stock on the day on
which such shares of Class B Common Stock are deemed to have been
converted.

(i) In case the Corporation shall, at any time
or from time to time while any of the shares of Class B Common Stock
are outstanding, (A) subdivide or reclassify its outstanding shares of
Common Stock into a larger number of shares (including a subdivision
effected by declaring and paying a Dividend payable in additional
shares of Common Stock), or (B) combine or reclassify its outstanding
shares of Common Stock into a smaller number of shares, the conversion
rate in effect immediately prior to such action shall be adjusted so
that the Holder of any shares of Class B Common Stock thereafter
surrendered for conversion shall be entitled to receive the number of
shares of Common Stock which such Holder would have owned or have been
entitled to receive immediately following such action had such shares
of Class B Common Stock been converted immediately prior thereto
(which adjustments shall be in lieu of payment of any Dividend on the
Class B Common Stock); provided that no adjustment pursuant to this
Section 6(c)(i) shall be made in connection with a subdivision,
combination or reclassification (including by way of a Dividend
payable in additional shares of Common Stock) described above if the
Corporation shall concurrently therewith subdivide, combine or
reclassify (including by way of a Dividend payable in additional
shares of Class B Common Stock) the outstanding Class B Common Stock
on the same basis as the Common Stock is so subdivided, combined or
reclassified. An adjustment made pursuant to this Section 6(c)(i)
shall become effective immediately after the close of business on the
effective date of a subdivision, reclassification or combination. If,
as a result of an adjustment made pursuant to this Section 6(c)(i),
the Holder of any shares of Class B Common Stock thereafter
surrendered for conversion shall become entitled to receive shares of
two or more classes of capital stock of the Corporation, the Board of
Directors shall make an appropriate allocation of the adjusted
conversion rate between or among shares of such classes of capital
stock in accordance with the entitlements of the Common Stock
underlying the Class B Common Stock in connection with such
adjustment.

(ii) Whenever an adjustment in the conversion
rate is required, the Corporation shall forthwith place on file with
its Transfer Agent a statement signed by its Chief Executive Officer,
Chief Financial Officer or a Vice President and by its Secretary,
Assistant Secretary, Treasurer or Assistant Treasurer, stating the
adjusted conversion rate determined as provided herein. Such
statements shall set forth in reasonable detail such facts as shall be
necessary to show the reason and the manner of computing such
adjustment.

(iii) In the event that prior to the issuance of
the Class B Common Stock the Company shall (A) subdivide or reclassify
its outstanding shares of Common Stock into a larger number of shares
(including a subdivision effected by declaring or paying a Dividend
payable in additional shares of Common Stock) or (B) combine or
reclassify its outstanding shares of Common Stock into a smaller
number of shares, the conversion ratio applicable to the Class B
Common Stock shall be appropriately adjusted.

(d) (i) The Corporation shall at all times reserve
and keep available, free from preemptive rights, out of its authorized
and unissued stock, such number of shares of its Common Stock as shall
from time to time be sufficient to effect the conversion of all shares
of Class B Common Stock from time to time outstanding, solely for the
purpose of effecting such conversion. The Corporation shall, from time
to time, in accordance with the laws of the State of Iowa, increase
the authorized number of shares of Common Stock if at any time the
number of shares of authorized and unissued Common Stock shall not be
sufficient to permit the conversion of all the then outstanding shares
of Class B Common Stock.

(ii) The Corporation will pay any and all stamp
and transfer taxes that may be payable in respect of the issuance or
delivery of shares of Common Stock upon conversion of shares of Class
B Common Stock pursuant hereto. The Corporation shall not, however, be
required to pay any tax which may be payable in respect of any
transfer involved in the issuance and delivery of shares of Common
Stock in a name other than that in which the shares of Class B Common
Stock so converted were registered and no such issuance or delivery
shall be made unless and until the person requesting such issuance has
paid to the Corporation the amount of any such tax or has established
to the satisfaction of the Corporation that such tax has been paid.

(e) In case of (i) any reclassification or change of
outstanding shares of Common Stock (other than a change in par value
or from par value to no par value or from no par value to par value,
or as a result of a subdivision or combination) or (ii) any
consolidation or merger of the Corporation with one or more other
corporations (other than a consolidation or merger in which the
Corporation is the continuing corporation and which does not result in
any reclassification or change of outstanding shares of Common Stock
issuable upon conversion of Class B Common Stock) or (iii) any sale or
conveyance to another corporation or other entity of all or
substantially all of the property of the Corporation, then the
Corporation, or such successor corporation or other entity, as the
case may be, shall make appropriate provision so that the holder of
each share of Class B Common Stock then outstanding shall have the
right to convert such share into the kind and amount of shares of
stock or other securities and property receivable upon such
consolidation, merger, sale, reclassification, change or conveyance by
a holder of the number of shares of Common Stock into which such
shares of Class B Common Stock might have been converted immediately
prior to such consolidation, merger, sale, reclassification, change or
conveyance, subject to adjustment which shall be as nearly equivalent
as may be practicable to the adjustments provided for in Section 6(c)
(to the extent adjustment would be required pursuant to Section 6(c)
above). If the holders of Common Stock are entitled to elect the
consideration payable pursuant to any consolidation, merger, sale,
conveyance or other transaction or event set forth above, the Holders
also shall be entitled to elect between such forms of consideration.
The provisions of this paragraph shall apply similarly to successive
consolidations, mergers, sales, conveyances or other transactions or
events.

(f) Whenever the number of shares of Common Stock
into which each share of Class B Common Stock is convertible is
adjusted as provided in this Section 6, the Corporation shall promptly
mail to the Holders a notice in accordance with Section 8 below
stating that the number of shares of Common Stock into which the
shares of Class B Common Stock are convertible has been adjusted and
setting forth the new number of shares of Common Stock (or describing
the new stock, securities, cash or other property) into which each
share of Class B Common Stock is convertible, as a result of such
adjustment, a brief statement of the facts requiring such adjustment
and the computation thereof, and when such adjustment became
effective.

7. Limited Priority. The Class B Common Stock shall, to
the extent of the Liquidation Preference set forth in Section 4, be
senior in rank as to distribution of assets upon any liquidation,
dissolution or winding up of the affairs of the Corporation, to the
Common Stock, or any class of equity securities of the Corporation
which by its terms are junior to the Class B Common Stock, unless the
Holders of 66 2/3 percent of the outstanding shares of the Class B
Common Stock shall otherwise consent.

8. Notices. The Corporation shall provide notice to each
Holder of any action taken or proposed to be taken or any
determination made by the Corporation and/or the Holder under the
terms of this Third Restated and Amended Articles of Incorporation.
Notice of any such action or determination by the Corporation and/or
the Holder and all other notices and other communications provided for
in this Third Restated and Amended Articles of Incorporation shall be
delivered by facsimile and by reputable overnight courier,

(a) If to the Company, to:

Pioneer Hi-Bred International, Inc.
800 Capital Square, 400 Locust Street
Des Moines, Iowa 50309
Attention: General Counsel
Telephone: (515) 248-4800
Facsimile: (515) 248-4844

with a copy to:

Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
Telephone: (212) 859-8000
Facsimile: (212) 859-4000
Attn.: Stephen Fraidin

or such other address as the Corporation shall have
furnished to the Holders in writing,

(b) if to a Holder, to the address and facsimile number
of such Holder listed on the Stock Books of the Corporation.

9. Definitions. Certain capitalized terms are used herein
as defined below:

"Affiliate" of a Person has the meaning set forth in Rule
12b-2 under the Exchange Act.

"Articles of Incorporation" means the Third Restated and
Amended Articles of Incorporation of the Corporation, as amended from
time to time.

"Beneficially Owned" with respect to any securities means
having "beneficial ownership" of such securities (as determined
pursuant to Rule 13d-3 under the Exchange Act, as in effect on the
date hereof, without limitation by the 60-day provision in paragraph
(d)(1)(i) thereof). The terms "Beneficial Ownership" and "Beneficial
Owner" have correlative meanings.

"Board" means the Board of Directors of the Corporation.

"Business Day" means any day other than a Saturday,
Sunday, or a day on which banking institutions in the State of Iowa
are authorized or obligated by law or executive order to close.

"Class B Common Stock" has the meaning specified in
Section 1 above.

"Common Stock" means the Common Stock, par value $1.00
per share, of the Corporation.

"Common Voting Power" means, in respect of any record
date for any meeting of stockholders (or action by written consent in
lieu of a meeting) the aggregate Votes represented by all then
outstanding Voting Securities other than the Class B Common Stock as
determined by the Board in accordance with the procedures set forth in
the Articles of Incorporation based on the actual Votes entitled to be
voted at such meeting (excluding any estimation of any kind, including
as to who would have been entitled to 5 Votes per share if such
shareholders had taken the requisite steps to obtain such Vote).

"Dividend" means any dividend or distribution on or in
respect of the Common Stock of the Corporation, whether in cash,
additional shares of Common Stock or other property.

"Exchange Act" means the Securities Exchange Act of
1934, as amended, and the regulations promulgated thereunder.

"Holder" means a holder of record of a share or shares of
Class B Common Stock.

"Investment Agreement" means the Agreement, dated as of
August 6, 1997, between the Investor and the Corporation, as amended
and/or restated from time to time.

"Investor" means E.I. du Pont de Nemours and Company.

"Investor Group" shall have the meaning set forth in the
Investment Agreement.

"Investor Group Total Ownership Percentage" means, with
respect to the Investor Group calculated at a particular point in
time, the ratio, expressed as a percentage, of (a) the total number of
shares of Common Stock Beneficially Owned by the Investor Group and
issuable upon conversion of (whether or not then convertible), or
otherwise constituting the economic equivalent of, all Common
Securities (as defined in the Investment Agreement) Beneficially Owned
by the Investor Group, over (b) the total number of shares of Common
Stock then outstanding and the number of shares of Common Stock
issuable upon conversion (whether or not then convertible) of, or
otherwise constituting the economic equivalent of, all outstanding
Common Securities; provided that in no event shall the Investor Group
Total Ownership Percentage of all Holders of Class B Common Stock be
greater than 20%.

"Iowa Law" shall mean the Business Corporation Act of the
State of Iowa.

"Liquidation Preference" has the meaning specified in
Section 4 above.

"Other Investor Affiliate" shall have the meaning set
forth in the Investment Agreement.

"Per Share Vote Amount" means in respect of any record
date for any meeting of stockholders (or action by written consent in
lieu of a meeting) that number of Votes per share of Class B Common
Stock equal to (x) the Total Preferred Vote Amount as of such record
date amount divided by (y) the number of shares of Class B Common
Stock outstanding as of such record date.

"Person" means any individual, corporation, company,
association, partnership, joint venture, limited liability company,
trust or unincorporated organization, group (within the meaning of
Rule 13d-5 under the Exchange Act) or a government or any agency or
political subdivision thereof.

"Stock Books" means the stock transfer books of the
Corporation relating to its Common Stock and Preferred Stock.

"Subsidiary" means, as to any Person, any other Person
more than fifty percent (50%) of the shares of the voting stock or
other voting interests of which are owned or controlled, or the
ability to select or elect more than fifty percent (50%) of the
directors or similar managers is held, directly or indirectly, by such
first Person or one or more of its Subsidiaries or by such first
Person and one or more of its Subsidiaries. A Subsidiary that is
directly or indirectly wholly-owned by another Person except for
directors' qualifying shares shall be deemed wholly-owned for purposes
of this Agreement.

"Surrender Date" has the meaning specified in Section 6
above.

"13D Group" shall mean any group of Persons who, with
respect to those acquiring, holding, voting or disposing of Voting
Securities would, assuming ownership of the requisite percentage
thereof, be required under Section 13(d) of the Exchange Act and the
rules and regulations thereunder to file a statement on Schedule 13D
with the Securities and Exchange Commission as a "person" within the
meaning of Section 13(d)(3) of the Exchange Act, or who would be
considered a "person" for purposes of Section 13(g)(3) of the Exchange
Act.

"Total Preferred Vote Amount" means, in respect of the
record date for any meeting (or action by written consent in lieu of a
meeting) of shareholders of the Corporation to vote on any matter, an
aggregate number of Votes equal to (a) the Common Voting Power as of
such record date multiplied by (b) a fraction, the numerator of which
is the Investor Group Total Ownership Percentage (expressed as a
fraction carried to two decimal places) as of such record date and the
denominator of which is 1.00 minus the Investor Group Total Ownership
Percentage (expressed as a fraction carried to two decimal places) as
of such record date; provided that in no event shall the Total
Preferred Vote Amount be greater than 20% of Total Voting Power.

"Total Voting Power" means in respect of any record date
for any meeting of stockholders (or action by written consent in lieu
of a meeting) the aggregate Votes represented by all then outstanding
Voting Securities as determined by the Board in accordance with the
procedures set forth in the Articles of Incorporation based on the
actual Votes entitled to be voted at such meeting (excluding any
estimation of any kind, including as to who would have been entitled
to 5 Votes per share if such shareholders had taken the requisite
steps to obtain such Vote).

"Votes" shall mean, at any time, with respect to any
Voting Securities, the total number of votes that would be entitled to
be cast by the holders of such Voting Securities generally (by the
terms of such Voting Securities, the Articles of Incorporation or any
certificate of designations for such Voting Securities) in a meeting
for the election of directors held at such time, including the votes
that would be able to be cast by holders of shares of Class B Common
Stock in accordance with the procedures set forth in the Articles of
Incorporation based on the actual number of Votes entitled to be voted
at such meeting (excluding any estimation of any kind, including as to
who would have been entitled to 5 Votes per share if such shareholders
had taken the requisite steps to obtain such Vote).

"Voting Securities" means the shares of Common Stock, the
Class B Common Stock and any other securities of the Corporation
entitled to vote generally for the election of directors, and any
securities (other than employee stock options) which are convertible
into, or exercisable or exchangeable for, Voting Securities.

E. The holder of any shares of such Common Stock, Class B Common
Stock or Serial Preferred Stock shall have no preemptive rights to
acquire any additional shares of the Corporation or to acquire any
treasury stock of the Corporation."

III.

Upon the filing in the Office of the Secretary of State of the
State of Iowa of this Certificate of Amendment, (i) each of the
outstanding 164,445.86 shares of Series A Convertible Preferred Stock
of the Corporation issued and outstanding immediately prior to such
filing of this Certificate of Amendment shall be automatically
reclassified and changed without any further action on the part of the
Corporation or shareholders of the Corporation into one hundred fully
paid and nonassessable shares of Class B Common Stock, and (ii) each
of the 200,000 authorized shares of Series A Convertible Preferred
Stock will revert to serial preferred without designation and the
Certificate of Designation of Series A Convertible Preferred Stock
will cease to be in force and effect.

EXHIBIT C

FORM OF AMENDMENT TO THE
THIRD RESTATED AND AMENDED ARTICLES OF INCORPORATION
OF
PIONEER HI-BRED INTERNATIONAL, INC.

ARTICLE IV

Article IV of the Articles of Incorporation shall be amended by
replacing the following language of paragraph A:

A. The aggregate amount of authorized capital stock of this
Corporation shall be $150,000,000 divided into (i) 150,000,000
shares, consisting of one class designated as common and having a
par value of One Dollar ($1.00) per share,

with the following language:

A. The aggregate amount of authorized capital stock of this
Corporation shall be $600,000,000 divided into (i) 600,000,000
shares, consisting of one class designated as common and having a
par value of One Dollar ($1.00) per share,

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

This Page
Intentionally

Left Blank

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