PIONEER HI BRED INTERNATIONAL INC, DEF 14A, 1998-12-08

PIONEER HI BRED INTERNATIONAL INC
DEF 14A, 1998-12-08
AGRICULTURAL PRODUCTION-CROPS

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PIONEER HI-BRED INTERNATIONAL, INC.
Proxy For Annual Meeting of Shareholders--January 26, 1999

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 27, 1998, at the Annual Meeting of Shareholders of the Company to be
held on January 26, 1999, 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

<PAGE>

__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.
<TABLE>
<CAPTION>

<S> <C> <C>
1. Election of Directors - Class II Nominees: Jerry L. Chicoine William F. Kirk
-----------------
Dr. F. Warren McFarlan Thomas N. Urban
</TABLE>

_____ 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 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.
<TABLE>
<CAPTION>
<S> <C>

Signature _______________________________________________ Date ____________________________

MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW _____ MARK HERE IF YOU PLAN TO ATTEND THE MEETING _____
</TABLE>

[LOGO]

PIONEER HI-BRED INTERNATIONAL, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To be held
January 26, 1999

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 26, 1999, at 2:00 P.M., Central Standard Time, for the
following purposes:

1. To elect four (4) Directors.

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

3. 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 27, 1998 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 9, 1998

<PAGE>

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 26, 1999, 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 9, 1998.

RECORD DATE; VOTING OF SHARES

Only Shareholders of record at the close of business on November 27, 1998 will
be entitled to vote at the Annual Meeting.

As of the close of business on October 30, 1998, there were 190,522,265 shares
of Common Stock outstanding and there were 49,333,758 shares of Class B Common
Stock ("Class B Stock") outstanding. The exact number of votes which the holders
of the outstanding shares of Common Stock as of the close of business on
November 27, 1998 will be entitled to cast at the 1999 Annual Meeting cannot be
determined at the date of this Proxy Statement because a Shareholder of Common
Stock has until January 21, 1999, 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 27, 1995
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 Class B Stock are owned by a wholly-owned subsidiary of E.I. du Pont
de Nemours and Company ("DuPont"). Shares of Class B Stock are convertible (on
the basis of one share of Common Stock for each share of Class B Stock)
automatically upon the transfer of beneficial ownership of such shares of Class
B Stock to a person not a member of a DuPont group (generally defined as an
affiliate of DuPont). The Class B Stock is a Common Stock equivalent on the
basis of the number of shares into which the Class B Stock is convertible. The
Class B 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 Class B Stock exceed 20%. As of the close of business on
October 30, 1998, the Class B Stock economic interest was equal to approximately
20.6% and, as a result, the Class B Stock voting power was 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 ratification of the appointment of KPMG Peat Marwick LLP as
independent auditors; and (iii) 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 according to their best judgment.

The Company intends to apply the principles set forth in this paragraph.
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 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 names, or in the names 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 I and Class III extends to the Annual Meetings of Shareholders
in 2001 and 2000, respectively, and until a successor is elected and qualified.
At the Annual Meeting of Shareholders on January 26, 1999, four (4) Class II
Directors are to be elected to serve until the Annual Meeting of Shareholders in
2002, and until their successors are elected and qualified. Pursuant to the
Investment Agreement between the Company and DuPont dated as of August 6, 1997
more fully described below, DuPont is required to vote its 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 Directors currently serving in Class I and Class III. See "Record Date;
Voting of Shares" for a description of the voting rights of Common Stock and
Class B Stock voting as one class.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH
OF THE NOMINEES.
<TABLE>
<CAPTION>

Information Concerning Nominees

Age at Director
Name 10/20/98 Since Background

Class II--Term Expires in 2002

<S> <C> <C> <C>
Jerry L. Chicoine................ 56 1998 Mr. Chicoine was elected to his present
position as Executive Vice President and
Chief Operating Officer of the Company
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. Mr. Chicoine is a director of FBL
Financial Group, Inc., Des Moines, Iowa
(a financial services company). Mr.
Chicoine was elected as a Director of
the Company in March 1998 to fill the
term of a Director who resigned in March
1998.

William F. Kirk.................. 56 1997 Mr. Kirk is a Senior Vice President of
DuPont (a global research and
technology-based company) and President
of DuPont Agricultural Enterprise. He
was Vice President and General Manager
of DuPont Agricultural Products from
1990 to November 1997. Mr. Kirk was
selected by DuPont to be nominated as
one of its representatives on 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 approximately
20% equity interest in the Company.

Dr. F. Warren McFarlan........... 61 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).

Thomas N. Urban.................. 64 1973 Mr. Urban was elected Corporate Vice
President in 1974; President of the
Company in 1979; CEO and President in
1981; and Chairman, President and CEO in
1984. He remained Chairman of the
Board, but relinquished his position as
President and CEO in 1995 to become a
Visiting Professor at Harvard University
in the Graduate School of Business
(1995-1997). Mr. Urban retired as
Chairman of the Board on December 31,
1996. Mr. Urban is also a Director of
Sigma Aldrich Corporation, St. Louis,
Missouri (a research chemicals company)
and PIC International Group PLC, London,
England (the world's leading provider of
genetically improved pigs used for
breeding).
</TABLE>

Information Concerning Directors Continuing in Office
<TABLE>
<CAPTION>

Age at Director
Name 10/20/98 Since Background

Class I -- Term Expires in 2001

<S> <C> <C> <C>
Charles O. Holliday, Jr.......... 50 1997 Since October 1997, Mr. Holliday has
served as President and Chief Executive
Officer of DuPont, Wilmington, Delaware
(a global research and technology-based
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 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 was selected
by DuPont to be nominated as one of its
representatives on 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 approximately
20% equity interest in the Company.

Fred S. Hubbell.................. 47 1990 Since October 1997, Mr. Hubbell has been
President and Chief Executive Officer of
U S Life and Annuity Operations for ING
Group (a global financial services
company headquartered in Holland). 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............... 60 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 The Principal Financial
Group (a financial services company) and
Gaylord Container Corporation (a
national manufacturer and distributor of
brown paper and packaging products),
both of Des Moines, Iowa.

H. Scott Wallace................. 47 1988 Mr. Wallace is the Director 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............. 56 1990 Since 1986, Mr. Wijffels has been
Chairman of the Executive Board of
Rabobank Nederland, The Netherlands (a
cooperative banking organization doing
business internationally).
</TABLE>

Age at Director
Name 10/20/98 Since Background

Class III--Term Expires in 2000
<TABLE>
<CAPTION>

<S> <C> <C> <C>
Nancy Y. Bekavac................. 51 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................ 68 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.................... 53 1994 Mr. Kaufmann is a consultant for private
equity investments and is currently
involved with the development of
investment projects aimed at the
acquisition of a controlling interest in
companies with potential for substantial
capital appreciation. From 1993 to
April 1998, Mr. Kaufmann was the
President and Chief Executive Officer of
Aracruz Celulose S.A., Rio de Janeiro,
Brazil (a pulp producer). From 1990 to
1993, he was the Executive Vice
President and a member of the Board of
Petropar S.A., Porto Alegre, Brazil (an
investment holding company).

Dr. Virginia Walbot.............. 52 1985 Since 1989, Dr. Walbot has been a
Professor at Stanford University,
Department of Biological Sciences,
Stanford, California.

Fred W. Weitz.................... 69 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),
Wilian Holding Company (parent company
of Economy Forms Corp., a manufacturer
of concrete forms) and Access Air
Holdings, Inc. (a holding company of an
airline) all 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 1998. Dr. Newlin
will retire from the Board of Directors and the Audit Committee on January 26,
1999.

The Compensation Committee administers all executive compensation programs of
the Company. During fiscal year 1998 the Committee was composed of three (3)
Directors. Fred S. Hubbell (Chairman) and Luiz Kaufmann served during the entire
fiscal year. Dr. Pedro Cuatrecasas served on the Committee until March 1998 at
which time he resigned as a Director and as a member of the Compensation
Committee. Dr. F. Warren McFarlan was elected to serve on the Committee in March
1998 and served for the remainder of the fiscal year. The Compensation Committee
meets as required and met four (4) times during fiscal year 1998.

The Nominating Committee is composed of seven (7) Directors: Dr. F. Warren
McFarlan (Chairman), Thomas N. Urban, H. Scott Wallace, Nancy Y. Bekavac, Fred
W. Weitz, Charles O. Holliday, Jr. 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
four (4) times during fiscal year 1998.

The Board of Directors met four (4) times during fiscal year 1998. 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, except Herman H.F.
Wijffels.

SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows the shares of Common Stock beneficially owned on
October 30, 1998 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 Class B Stock, which is
convertible into more than 5% of the Common Stock of the Company.
<PAGE>

<TABLE>
<CAPTION>
Shares
Beneficially Percent
Name Owned 1 of Class 2

OVER 5% BENEFICIAL OWNERS:

<S> <C> <C> <C>
Jean Wallace Douglas.................................. 19,423,350 3 8.1%
Robert B. Wallace..................................... 14,340,453 4 6.0%
E.I. du Pont de Nemours and Company................... 49,333,758 5 20.6%

OTHERS:

Nancy Y. Bekavac ...................................... 6,545 (*)
C. Robert Brenton ..................................... 4,447 (*)
Jerry L. Chicoine ..................................... 284,052 (*)
Charles O. Holliday, Jr................................ 300 6 (*)
Fred S. Hubbell ....................................... 13,525 (*)
John D. James ......................................... 182,194 (*)
Charles S. Johnson .................................... 508,078 (*)
Luiz Kaufmann.......................................... 5,342 (*)
William F. Kirk........................................ 300 7 (*)
Dr. Richard L. McConnell............................... 195,976 (*)
Dr. F. Warren McFarlan ................................ 13,372 (*)
Dr. Owen J. Newlin .................................... 1,725,216 8 (*)
Thomas N. Urban ....................................... 750,126 9 (*)
Dr. Virginia Walbot ................................... 4,306 (*)
H. Scott Wallace ...................................... 1,992,453 (*)
Fred W. Weitz ......................................... 20,301 (*)
Robert K. Wichmann..................................... 181,477 (*)
Herman H.F. Wijffels .................................. 4,938 (*)
All Executive Officers and Directors as a Group (36 persons) 7,084,917 3.0%
</TABLE>

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

1 Shares listed include restricted stock which has restrictions on transfer
for five (5) years after the date of grant. shares listed also include
options that are currently exercisable, or exercisable within 60 days.
Unless otherwise indicated in the notes, where applicable, each share-
holder and/or the spouse of 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 and
options that are currently exercisable or exercisable within 60 days by the
respective person or persons plus the number of shares of Common Stock
issuable upon conversion of all Class B 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, 715 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 49,333,758 shares of Common Stock which are issuable
upon the conversion of the 49,333,758 shares of Class B Stock. Shares of
Class B Stock are convertible (on the basis of one share of Common Stock
for each share of Class B Stock) automatically upon the transfer of
beneficial ownership of such shares of Class B Stock to a person not a
member of a DuPont group (generally defined as an affiliate of DuPont). The
Class B Stock is a Common Stock equivalent on the basis of the number of
shares into which the Class B Stock is convertible. DuPont holds the
shares through its U.S. wholly-owned subsidiary, Du Pont Chemical and
Energy Operations, Inc.
6 Mr. Holliday is a director, the President and Chief Executive Officer of
DuPont. DuPont holds shares through its U.S. wholly-owned subsidiary,
DuPont Chemical and Energy Operations, Inc. See footnote 5 above.
7 Mr. Kirk is a Senior Vice President of DuPont. DuPont holds shares through
its U.S. wholly-owned subsidiary, DuPont chemical and Energy Operations,
Inc. See footnote 5 above.
8 Dr. Newlin will retire from the Board of Directors on January 26, 1999.
9 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 other trusts for which Mr. Urban is a trustee, of
which he disclaims beneficial ownership.

<PAGE>

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.
<TABLE>
<CAPTION>

Age at Officer
Name 10/20/98 Since Background

<S> <C> <C> <C>
Peg Armstrong-Gustafson.......... 40 1997 Ms. Armstrong was elected to her present
position as Vice President and Director,
Worldwide Product Marketing in December
1997. She had served as Director,
Worldwide Corn Product Marketing from
1993 to 1997.

Wayne L. Beck ................... 50 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.................. 60 1983 Mr. Bolen was elected to his present
position as Vice President effective
January 1983. From 1995 to March 1998,
Mr. Bolen served 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 ........ 47 1995 Dr. Cavalieri was elected to his present
position as Vice President effective
March 1995, and serves as Director,
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 ................. 60 1991 Mr. Cavanah was elected to his present
position as Vice President
effective March 1991, and
serves as Director, Product
Characterization and
Commercialization.

Jerry L. Chicoine ............... 56 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 .............. 55 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 ............... 44 1995 Mr. Hanigan was elected to his present
position as Vice President effective
March 1995, and serves as Director,
Information Management. From July 1993
to March 1995, Mr. Hanigan was the
Director of Information Management of
the Company.

Brian G. Hart ................... 43 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 ................. 43 1995 Mr. Houser was elected to his present
position as Vice President effective
March 1995 and has served as Director,
European Operations
since November 1997. In 1992, Mr.
Houser was named Director of the
Company's Microbial Genetics Division.
From 1995 to November 1997, Mr. Houser
served as Director of Nutrition and
Industry Markets.

John D. James ................... 53 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.

Dr. Herbert H. Jervis............ 56 1997 Dr. 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, Dr. Jervis was Associate
Patent Counsel at SmithKline Beecham
Pharmaceuticals, Philadelphia,
Pennsylvania.

Dr. Hector R. R. Laurence ...... 53 1993 Dr. Laurence was elected to his present
position as Vice President effective
March 1993. Dr. Laurence has served as
Operations Director, Latin America
(South America/Central
America/Caribbean) from 1988 to the
present.

Mary A. McBride ................. 51 1991 Ms. McBride was elected to her present
position as Vice President, Worldwide
Marketing in March 1991.

Dr. Richard L. McConnell ........ 48 1991 Dr. McConnell was elected to his present
position as Senior Vice President and
Director, Research and Product
Development 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 ............. 44 1995 Dr. Miller was elected to his present
position as Vice President in March 1995
and has served as Director, 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 ............... 46 1995 Mr. Schickler was elected to his present
position as Vice President of the
Company effective March 1995 and serves
as Director, Administration (Human
Resources, Learning and Development,
Real Estate Management and Corporate
Communications). From 1990 to March
1995, Mr. Schickler was Director of
Finance for North American Operations.

Leon R. Shearer.................. 56 1997 Mr. Shearer was elected to his present
position as Vice President in August
1997 and also serves as General
Counsel. From 1987 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.

Duane A. Suess................... 43 1997 Mr. Suess was elected to his present
position as Corporate Controller in
November 1997. From November 1993 to
November 1997, Mr. Suess served as tax
director.

Harold F. Thorne ................ 51 1995 Mr. Thorne was elected to his present
position as Vice President of the
Company in March 1995, and serves as
Operations Director, Africa, Asia,
Middle East and Pacific. From 1994 to
1995, Mr. Thorne was Director of
Operations for Africa, Middle East, Asia
and Pacific and also Director of
Government Affairs. From 1988 to 1994,
Mr. Thorne was Director of Business
Development of the Company.

John T. Watson .................. 61 1991 Mr. Watson was elected to his present
position as Vice President of the
Company in March 1991, and serves as
Assistant Operations Director, Africa,
Asia, Middle East and Pacific.

Robert K. Wichmann .............. 61 1986 Mr. Wichmann was elected to his present
position as Vice President, North
American Seed Sales in March 1986.
</TABLE>

<PAGE>

DUPONT 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 called Optimum Quality Grains, L.L.C.
(the "Joint Venture"), in which each party owns 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 began 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 talent in order to sustain long-term
success, market leadership and the successful implementation of its business
strategy. To help accomplish this, 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.
<TABLE>
<CAPTION>

Target Competitive Percentile
Compensation Component if Planned Results Achieved*

<S> <C> <C>
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
</TABLE>

* 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.

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
Organizations in terms of business performance over time.

For the five-year period ending in 1997, only three of the over 50 Comparator
Organizations achieved at least 12% EPS growth and 20% ROE. In the past 15
years, with a minimum of 10 years operating results only four of the Comparator
Organizations achieved a minimum five-year EPS growth of 12% and 20% ROE at
least 50% of the time.

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's
headquarters. 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 Value Line Index utilized for shareholder return comparison in the
"Performance Graph" on page 21, 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 1998, salaries of executives were increased on average by
7.9% based primarily on business and individual performance, promotions 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' 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 1998, the Company had a 17.4% EPS growth over the fiscal 1997
target of $.92 ($2.76 pre-split), well in excess of the 12-14% EPS growth goal.
ROE was 21.7% in fiscal year 1998, in excess of the 20% ROE target. EPS was
$1.08 compared to fiscal year 1997 results of $.983 actual ($2.95 pre-split).
ROE was 21.7% compared to 21.2% in fiscal year 1997. This resulted in rewards
under the MRP Part I equal to 1.76 times the targeted reward level. 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 for the most recent five-year period. 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 delivering increased
productivity to our customers and positioning the Company to deliver increased
productivity in future years (e.g., investing more than approximately $1 billion
during the past three years to insure our ability to deliver increased
productivity for our customers; introducing a record number of high-performance
products for our customers, including 37 new corn hybrids for the North American
market) while continuing to generate excellent financial results and shareholder
value.

The following is an example of the calculation of the MRP Part I reward. It uses
the fiscal 1998 EPS of $1.08 and ROE of 21.7%.
<TABLE>
<CAPTION>

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

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.

The following table reflects post-split EPS amounts. The Company had a
three-for-one stock split in April 1998.
<TABLE>
<CAPTION>

EPS Performance Table*
----------------------------------------------------------------
EPS EPS Growth EPS (In $)
Growth %** Multiplier
---------------------------------------
---------------------------------------
1996 1997 1998 1999 2000
----------------------------------------------------------------
----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
0% 0.00 .720 .814 .919 1.039 1.174
----------------------------------------------------------------
----------------------------------------------------------------
4% 0.33 .749 .846 .956 1.080 1.221
----------------------------------------------------------------
----------------------------------------------------------------
8% 0.67 .778 .879 .993 1.122 1.268
----------------------------------------------------------------
TARGET 12% 1.00 .806 .911 1.030 1.164 1.315
----------------------------------------------------------------
----------------------------------------------------------------
RANGE 13% 1.00 .814 .919 1.039 1.174 1.327
----------------------------------------------------------------
----------------------------------------------------------------
14% 1.00 .821 .928 1.048 1.184 1.338
----------------------------------------------------------------
----------------------------------------------------------------
17% 1.55 .842 .952 1.076 1.215 1.374
----------------------------------------------------------------
----------------------------------------------------------------
18% 1.70 .850 .960 1.085 1.226 1.385
----------------------------------------------------------------
----------------------------------------------------------------
22% 2.10 .878 .993 1.122 1.267 1.432
----------------------------------------------------------------
----------------------------------------------------------------
24% 2.20 .893 1.009 1.140 1.288 1.456
----------------------------------------------------------------
</TABLE>

* The table is only a summary. There are various multipliers for points
between the points listed above and for points beyond 24%. The final EPS
multiplier of 1.62 was based on $1.08 EPS and derived by interpolation
between points on the above table.
** 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.

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 talent. 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 1996 through 1998 resulted in Restricted Stock
Rewards of 1.48 times targeted levels. The following is an example of the
calculation of the performance-based Restricted Stock Reward. It uses actual EPS
of $2.96 for the three years ended August 31, 1998 (FY96 was $.893, FY97 was
$.983, FY98 was $1.08 for a total of $2.96.)
<TABLE>
<CAPTION>

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

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

The following table reflects post-split EPS amounts. The Company had a
three-for-one stock split in April 1998.

Three Year EPS Growth Percentage and Multiplier Table*
-----------------------------------------------------------
Three Year Total EPS
----------------------------------
3 Year EPS 3 Year EPS 1994- 1995- 1996- 1997- 1998-
Growth %** Multiplier 1996 1997 1998 1999 2000
-----------------------------------------------------------
-----------------------------------------------------------
0% 0.00 2.143 2.160 2.160 2.160 2.160
-----------------------------------------------------------
-----------------------------------------------------------
4% 0.33 2.172 2.248 2.337 2.431 2.528
-----------------------------------------------------------
-----------------------------------------------------------
8% 0.67 2.201 2.337 2.524 2.726 2.944
-----------------------------------------------------------
TARGET 12% 1.00 2.230 2.430 2.721 3.048 3.413
-----------------------------------------------------------
-----------------------------------------------------------
RANGE 13% 1.00 2.237 2.453 2.772 3.132 3.539
-----------------------------------------------------------
-----------------------------------------------------------
14% 1.00 2.244 2.477 2.823 3.218 3.669
-----------------------------------------------------------
-----------------------------------------------------------
16% 1.40 2.259 2.524 2.928 3.396 3.940
-----------------------------------------------------------
-----------------------------------------------------------
17% 1.55 2.266 2.548 2.981 3.488 4.081
-----------------------------------------------------------
-----------------------------------------------------------
18% 1.70 2.273 2.572 3.035 3.581 4.226
-----------------------------------------------------------
22% 2.10 2.302 2.670 3.257 3.974 4.848
-----------------------------------------------------------
-----------------------------------------------------------
24% 2.20 2.316 2.720 3.373 4.182 5.186
-----------------------------------------------------------

* The table is only a summary. There are various multipliers for points
between the points listed above and for points beyond 24%. The final
three-year EPS multiplier of 1.48 was based on the three-year EPS of
$2.96 and derived by interpolation between points on the above graph.
** The Three Year EPS Growth Percentage is 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.

- - - Stock Options. Stock options were granted to most of the current executives
at the beginning of fiscal 1996. In fiscal years 1997 and 1998 stock options
were granted only to newly appointed corporate vice presidents or those who
assumed greater job responsibilities. 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 except when an executive assumes greater job
responsibilities.

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 present
value of stock options. The ultimate value will depend on increases or decreases
in the Company's stock price.

Fiscal Year 1999 Compensation Program Changes for Non-Executives

The Company plans to make changes to the total compensation program for
non-executives during fiscal 1999. These changes are designed to strengthen the
Company's ability to attract and retain employees; identify and address
competitiveness and internal equity issues; continue to align employee, company
and shareholder interests; and reinforce the company/workforce compact of
valuing contributions, employee responsibilities, etc. This is critical given
job market shortages and the opportunity to attract quality employees in part
due to consolidation in our industry. Below is a summary of the key changes:

o Management Reward Program: Extend MRP to all full-time, regular, salaried
exempt employees in North America (approximately 650 additional employees)
and change title to Annual Reward Program (ARP) effective September 1, 1998.
o 401(k): Increase number of investment options including the addition of a
Pioneer stock fund effective October 1, 1998.
o Stock Purchase Plan: Eliminate maximum for stock purchases effective
January 1, 1999.
o Stock-based Rewards: Change long-term rewards from restricted stock to a
mix of restricted stock and
stock options for employees in band III (approximately 230 people) and
extend stock options to North American employees in band IV (approximately
800 people) effective September 1, 1998.
o Paid Time Off and Short-Term Disability: Combine vacation, personal days,
family illness and doctor appointments into one Paid Time Off Category and
increase Short-Term Disability from 60% to 80% of base pay effective January
1, 1999.
o Elimination of Eligibility Waiting Periods: Eliminate waiting periods for
employee benefits programs effective January 1, 1999.

Stock Options for Non-Executives

The Company is granting stock options to approximately 1,000 non-executive
employees in North America in fiscal 1999 (about one-third of the total North
America full-time workforce). The objectives are to align the interests of
employees with the long-term interests of shareholders, assure that employees
have a concrete interest in the long-term success of the Company, give employees
the long-term perspective required in an industry which takes several years to
develop a product, and strengthen the Company's ability to attract and retain
employees.

Employees in band III, who are typically in director level positions in the
Company, will have 1/4 of their current long-term target reward of restricted
stock replaced by stock options. Employees in band IV, who are typically in
manager or senior professional level positions, will start to receive a
long-term reward of 10% of base pay in stock options. Pay band IV employees do
not receive restricted stock.

It is anticipated that options will be granted in September of each year and
will vest 1/3 after each of the 1st, 2nd and 3rd years from the date of grant.
Options will be granted at the fair market value on the date of the grant and
the option term will be 10 years. A total of 1,055,150 shares was granted to
non-executive employees under this program in September 1998 at an exercise
price of $32.00 per share. The number of shares granted represents less than
one-half of one percent of the total number of shares outstanding as of the end
of fiscal 1998.

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 5.1% on September 1,
1997 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 1998, the Company
had a 17.4% EPS growth over the fiscal 1997 target, well in excess of the 12-14%
EPS growth target. ROE was 21.7% in fiscal year 1997, in excess of the 20% ROE
target. Consequently, MRP Part I payouts were 1.76 times target. The reward
reflects the outstanding performance of the Company. EPS growth and ROE rates
since 1995 place the Company's performance in the top quartile of the Comparator
Organizations. Mr. Johnson's reward under the MRP Part I was $780,216 or 109.1%
of his fiscal year end base salary. In addition, Mr. Johnson exceeded his
individual and team goals resulting in a reward of $135,852 or 19.0% of his
fiscal year end base salary (for a total reward of $916,068 or 128.1% of fiscal
year end base salary). The target for accomplishing the Company's financial
goals and individual/team 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 investing
in opportunities critical to its future, while continuing to generate excellent
financial results and shareholder value. The DuPont relationship was implemented
during the year and featured significant progress with the research alliance and
the start-up of the Optimum Quality Grains joint venture. Continued increased
investment in Research and Product Development occurred and is resulting in a
strong product line-up. The genomic project continues to progress and featured
an expanded relationship with CuraGen Corporation (an industry leader in
genomics research) and the inclusion of DuPont's abilities as well. Likewise,
the Company continues to invest in supply capacity, development of its
distribution system, and in its employees to deliver increased productivity to
our customers. Record earnings and sustaining 20% ROE were both achieved,
despite intense competitive pressures and unfavorable weather/economic/currency
influences.

Long-Term Reward--Stock-Based Reward Program. As stated earlier, the Company had
a 17.4% EPS growth over the fiscal year 1997 target, well in excess of the
12-14% EPS growth target. Consequently, Restricted Stock Rewards were 1.48 times
target. Restricted Stock approximately equal in value to $793,659 or 111.0% 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 912,000 stock options (304,000 pre-split) at the
beginning of fiscal year 1996, which will not fully vest for five years from the
date of grant. It is anticipated that the options will be granted only once
every five years. No new options were granted in fiscal year 1997 or 1998. 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. F. Warren
McFarlan 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 1996, 1997, and 1998.
<PAGE>

COMPENSATION
Executive Compensation

SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
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)1 SARs2 Payouts sation3
($) ($) ($) (#) ($) ($)
- ------------------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C> <C>
Charles S. Johnson 1998 715,008 916,068 793,659 52,460
Chairman, President and 1997 680,004 1,047,478 943,506 44,452
Chief Executive Officer 1996 630,000 1,057,896 1,039,500 912,000 35,650

Jerry L. Chicoine 1998 440,004 486,292 423,284 100,500 30,346
Executive Vice President and 1997 385,008 490,558 445,166 25,751
Chief Operating Officer and 1996 350,004 459,451 462,005 309,000 19,863
Secretary

Dr. Richard L. McConnell 1998 344,004 346,481 305,476 6,000 18,924
Senior Vice President/ 1997 320,004 387,173 355,204 16,223
Director of Research and 1996 280,008 367,566 369,611 309,000 11,925
Research Development

John D. James 1998 340,008 342,456 301,927 19,716
Senior Vice President 1997 315,000 381,118 349,650 16,759
1996 275,004 360,998 363,005 309,000 12,262

Robert K. Wichmann 1998 278,004 228,297 205,723 30,801
Vice President 1997 260,040 252,993 240,537 25,823
North American Seed Sales 1996 242,052 259,407 266,257 120,000 19,652

</TABLE>

1 Restricted Stock is valued without regard to restrictions on transfer.
Aggregate restricted stockholdings and their market values, without regard
to restrictions on transfer, held at 1998 fiscal year end were as follows:
Mr. Johnson 151,983 shares, $5,053,435; Mr. Chicoine 74,886 shares,
$2,489.60; Dr. McConnell 49,518 shares, $1,646,474; Mr. James 51,858
shares, $1,724,279; and Mr. Wichmann 43,218 shares, $1,436,999. Dividends
are paid quarterly to restricted stockholders.

2 Option grants for Mr. Chicoine and Dr. McConnell in December 1997 were in
recognition of significant job responsibilities and will not fully vest
until five years after the grant (1/3 of the options will vest afer each
of years 3, 4 and 5). The options were granted with an exercised price
equal to the fair market value of the underlying stock at the date of
grant. The number of options shown on the table above reflects the
Company's three-for-one stock split in April, 1998.

3 Consists of above market interest accuring 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 -- 1998-above market interest $49,460, and 401(k)
$3,000; Mr. Chicoine -- 1998-above market interest $27,346, and 401(k)
$3,000; Dr. Mcconnell -- 1998-above market interest $15,924, and 401(k)
$3,000; Mr. James -- 1998-agove market interest $16,716, and 401 (k)
$3,000; and Mr. Wichmann -- 1998-above market interest 27,801, and 401(k)
$3,000.

The table on the following page sets forth option grants to Named Executive
Officers for fiscal year 1998:
<PAGE>

STOCK OPTION/SAR GRANTS IN FISCAL YEAR 1998

- -----------------------------------------
Individual Grants
- -----------------------------------------
<TABLE>
<CAPTION>
----------------------- ---------------- ------------------- ------------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Name Number of Percent of total Exercise or base Expiration Grant date
securities options/SARs price ($/share)2 Date present
underlying granted to value $3
options/SARs employees in
granted (#)1 fiscal year 1998
----------------------- ---------------- ------------------- ------------------ ------------ ------------
----------------------- ---------------- ------------------- ------------------ ------------ ------------
(a) (b) (c ) (d) (e) (f)
----------------------- ---------------- ------------------- ------------------ ------------ ------------
----------------------- ---------------- ------------------- ------------------ ------------ ------------
Jerry L. Chicoine 100,500 41.3% $35.146 12/22/07 $1,224,392
----------------------- ---------------- ------------------- ------------------ ------------ ------------
----------------------- ---------------- ------------------- ------------------ ------------ ------------
Dr. Richard L. 6,000 2.5% $35.146 12/22/07 $
McConnell 73,098
----------------------- ---------------- ------------------- ------------------ ------------ ------------
</TABLE>

1 Although many other companies grant stock options annually, it is currently
anticipated that options will be granted only once every five years to
eligible employees, except when an executive assumes greater job
responsibilities, because of the long-term nature of the seed business. Mr.
Chicoine and Dr. McConnell were granted additional options mid-way through
this five-year cycle as a reward for assuming additional responsibilities. The
options granted in December, 1997 will not fully vest until five years after
the grant (1/3 of the options will vest after each of years 3, 4 and 5). All
options were granted with an exercise price equal to the fair market value of
the underlying stock at the date of grant. In addition, the options will vest
upon a change in control, death, permanent disability or retirement. The
number of options shown on the table above reflects the Company's
three-for-one stock split in April, 1998.

2 The exercise or base price ($/share) is stated in post-split dollars. The
original exercise price prior to the three-for-one stock split was $105.438
per share.

3 Since options will likely be granted only once every five years, the present
value reflects options intended to be granted for a five-year period. A value
of $12.183 per share ($36.55 pre-split) underlying the option is derived
through application of the Black-Scholes option pricing model calculation as
of the date of the grant. The actual value, if any, an officer may realize
will depend on the excess of the stock price over the exercise price on the
date the option is exercised, so there is no assurance the value realized by
the named individual will be at or near the value estimated by the
Black-Scholes model. Creation of shareholder value will be the key to the
actual value realized.

The variables required by the Black-Scholes model to estimate the present value
of a stock option include the: grant price of the stock option, exercise price
of the option, length the stock option is held, risk-free interest rate over the
stock option term, estimated stock price volatility, and estimated dividend
yield of the stock. For the purpose of determining the value of an option of the
Company's stock the following values were assumed: Exercise price of $35.146
(post-split), estimated future volatility of 22%, risk free rate for option term
of 6.63%, option term of 7.5 years, and estimated future dividend yield of
1.39%.

The following table sets forth certain information regarding the options held by
Named Executive Officers on August 31, 1998. No executives exercised options in
fiscal year 1998.

<PAGE>

AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR 1998 AND
FISCAL YEAR-END OPTION/SAR VALUES
---------------------------------------------------------------------------------------------------
Name Shares Value Number of securities1 Value of unexercised
acquired realized underlying unexercised options/SARs at FY-end
on ($) options/SARs at FY-end ($)
exercise (#)
(#) Exercisable/Unexercisable Exercisable/Unexercisable2
(a) (b) (c) (d) (e)
---------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
<S> <C> <C>
Charles S. Johnson N/A N/A 0/912,000 $0/18,610,454
Jerry L. Chicoine N/A N/A 0/409,500 $0/6,305,516
Dr. Richard L. McConnell N/A N/A 0/315,000 $0/6,305,516
John D. James N/A N/A 0/309,000 $0/6,305,516
Robert K. Wichmann N/A N/A 0/120,000 $0/2,448,744
---------------------------------------------------------------------------------------------------
</TABLE>

1 The number of securities underlying the options reflects the Company's
three-for-one stock split in April, 1998.

2 The value of the stock options is determined from market price at fiscal year
end ($34.7812) less exercise price ($14.375 post-split for options granted
September, 1995 and $35.146 post-split for options granted December, 1997).
Since the exercise price for options granted December, 1997 is higher than the
market price at fiscal year end, these options are currently valued at $0. 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.

Pension Plans
Estimated Annual Retirement Benefits
for Years of Service Indicated
<TABLE>
<CAPTION>
----------------- ------------ ----------- ------------ ----------- ---------- -----------
Average
<S> <C> <C> <C> <C> <C> <C>
Compensation* 10 15 20 25 30 35
----------------- ------------ ----------- ------------ ----------- ---------- -----------
----------------- ------------ ----------- ------------ ----------- ---------- -----------
$ 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

----------------- ------------ ----------- ------------ ----------- ---------- -----------
----------------- ------------ ----------- ------------ ----------- ---------- -----------
1,800,000 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
----------------- ------------ ----------- ------------ ----------- ---------- -----------
</TABLE>

* Average compensation includes salary, bonus, and restricted stock valued
without regard to restrictions on transfer (as reported in the Summary
Compensation 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, 1998 for Named Executive Officers are as follows: Mr.
Charles S. Johnson: 33 years; Mr. Jerry L. Chicoine: 13 years; Dr. Richard L.
McConnell: 24 years; Mr. John D. James: 14 years; and Mr. Robert K. Wichmann: 39
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, 1998 for the
Named Executive Officers is: Charles S. Johnson: $2,424,736; Jerry L. Chicoine:
$1,349,581; Richard L. McConnell: $995,961; John D. James: $984,391; and Robert
K. Wichmann: $712,024.

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 attended. 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 if 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 termination for cause or resigning for stated good reason 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 common stock
equivalents of any class or series of capital stock which votes for or in the
election of directors 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 the Value Line Food Processors
Index for the five (5) year period commencing August 31, 1993. The Value Line
Food Processors Index includes the Company and the Company's only major
competitor that is publicly traded. The other major competitors are divisions or
subsidiaries of larger publicly traded companies.

<PAGE>

[PERFORMANCE GRAPH - GRAPH OMITTED]

<TABLE>
<CAPTION>
--------------- --------- --------- --------- --------- --------- ------------
1993 1994 1995 1996 1997 1998
--------------- --------- --------- --------- --------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
PHB $100.00 $ 97.07 $136.23 $177.44 $279.74 $334.01
--------------- --------- --------- --------- --------- --------- ------------
--------------- --------- --------- --------- --------- --------- ------------
S & P 500 $100.00 $105.47 $128.09 $152.09 $213.91 $231.22
--------------- --------- --------- --------- --------- --------- ------------
--------------- --------- --------- --------- --------- --------- ------------
Peer Group $100.00 $107.22 $124.18 $143.47 $197.98 $215.16
--------------- --------- --------- --------- --------- --------- ------------
</TABLE>

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 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, 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 2.

ANNUAL REPORT TO SHAREHOLDERS

The Company's Annual Report to Shareholders for the fiscal year ended August 31,
1998 is enclosed. The Annual Report is not to be regarded as Proxy solicitation
material.

SHAREHOLDER PROPOSALS FOR 2000 ANNUAL MEETING

The 2000 Annual Meeting is scheduled to be held on January 25, 2000. A
Shareholder intending to present a proposal to the 2000 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 2000 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 11, 1999 in order to be included in the Proxy
Statement.

A Shareholder intending to present a proposal to the 2000 Annual Meeting who
does not intend to have such proposal included in the Proxy Statement and form
of Proxy, must submit such proposal in writing to the address set forth above.
Written notice of the intent to make such a proposal must be given, either by
personal delivery or United States Mail, First Class postage prepaid to the
address above by October 27, 1999. The notice also must otherwise comply with
the requirements of the Company's Bylaws.

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 9, 1998

PROCEDURES FOR DETERMINING CHANGES IN
BENEFICIAL OWNERSHIP OF COMMON STOCK

|X| 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.

|X| 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.

|X| 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.

|X| 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.

|X| 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.

|X| 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.

|X| 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.

<PAGE>

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

<PAGE>

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

This Page
Intentionally
Left Blank

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

<PAGE>

PIONEER HI-BRED INTERNATIONAL, INC.

SHAREHOLDER CERTIFICATION FORM
FOR
ANNUAL MEETING OF SHAREHOLDERS
ON
JANUARY 26, 1999

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 27, 1998,
________________ shares have been beneficially owned continuously by the same
person since November 27, 1995; 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.