On October 15, 1996 Archer Daniels Midland agreed to pay $100 million in fines for participating from 1992 through 1995 in a conspiracy to fix the prices of its lysine and ciric acid products. In exchange, the Justice Department has agreed not to bring criminal charges against any current director, officer, or employee of Archer Daniels Midland in relation to the price-fixing charges.

UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
UNITED STATES OF AMERICA

v.

ARCHER DANIELS MIDLAND COMPANY,
Defendant
Criminal No.: 96-CR-00640

PLEA AGREEMENT

Archer Daniels Midland Company, a corporation organized 
and existing under the laws of the State of Delaware 
(hereinafter "ADM" or the "defendant"), the defendant, and 
the United States of America, pursuant to Rule 11 (e)(1)(C) 
of the Federal Rules of Criminal Procedure (hereinafter Fed. 
R. Crim. P."), hereby enter into this Plea Agreement, which 
arises from federal investigations of violations of federal 
criminal laws in the lysine industry, and agree as follows: 

RIGHTS OF DEFENDANT

1. The defendant understands its rights: 
(a) to be represented by an attorney;
(b) to be charged by Indictment;
(c) to plead not guilty to any criminal charge brought against 
it; 
(d) to have a trial by jury, at which it would be presumed not 
guilty of the charge and the United States would have to 
prove it guilty beyond a reasonable doubt; 
(e) to confront and cross-examine witnesses against it and to 
subpoena witnesses in its defense at trial; 
(f) to appeal its conviction if it is found guilty at trial; 
(g) to appeal the imposition of sentence against it; and 
(h) to be charged in the State and District where the offense 
occurred. 

WAIVER OF RIGHTS AND OFFENSE CHARGED
2. The defendant waives the rights set out in Paragraphs 1 
(b)- (h) above. Pursuant to Rule 7(b), Fed. R. Crim. P., the 
defendant will waive indictment and the United States will 
file a two-count Criminal Information to the United States 
District Court for the Northern District of Illinois. Count I of 
the Information will charge the defendant with participating, 
from in or about June 1992 until June 27, 1995, in a 
conspiracy to suppress and eliminate competition by fixing 
the price and allocating the sales volumes of lysine, an 
amino acid feed additive, in the United States and elsewhere, 
in violation of the Sherman Antitrust Act, 15 U.S.C. s 1. The 
defendant understands that the maximum penalty which may 
be imposed against it upon conviction for this violation of 
the Sherman Antitrust Act is a fine in an amount equal to the 
largest of (a) $10 million (15 U.S.C. s 1); (b) twice the gross 
pecuniary gain derived from the crime; or (c) twice the gross 
pecuniary loss caused to the victims of the crime (18 U.S.C. 
s 3571), and a term of probation of at least one year but not 
more than five years (18 U.S.C. s 3561(c)(1)). In addition, 
the defendant understands that, pursuant to s 8B1.1(a)(2) of 
the United States Sentencing Commission Guidelines 
(hereinafter "U.S.S.G."), the Court may order it to pay 
restitution to the victims of the offense and that 18 U.S.C. s 
3013(a)(2)(B) requires the Court to order the defendant to 
pay a $200.00 special assessment upon conviction for the 
charged crime. 

3. Count II of the Information will charge the defendant with 
participating, from at least as early as January 1993 until 
June 27, 1995, in a conspiracy to suppress and eliminate 
competition by fixing the price and allocating the sales 
volumes of citric acid in the United States and elsewhere, in 
violation of the Sherman Antitrust Act, 15 U.S.C. s 1. The 
defendant understands that the maximum penalty which may 
be imposed against it upon conviction for this violation of 
the Sherman Antitrust Act is a fine in an amount equal to the 
largest of: (a) $10 million (15 U.S.C. s 1); (b) twice the 
gross pecuniary gain derived from the crime; or (c) twice the 
gross pecuniary loss caused to the victims of the crime (18 
U.S.C. s 3571), and a term of probation of at least one year 
but not more than five years (18 U.S.C. s 3561(c)(1)). In 
addition, the defendant understands that, pursuant to s 
8B1.1(a)(2) of the U.S.S.G., the Court may order it to pay 
restitution to the victims of the offense and that 18 U.S.C. s 
3013(a)(2)(B) requires the Court to order the defendant to 
pay a $200.00 special assessment upon conviction for the 
charged crime. 

4. The defendant, pursuant to the terms of this Plea 
Agreement, will plead guilty at arraignment to the antitrust 
criminal charges described in Paragraphs 2 and 3 above, and 
will make a factual admission of guilt to the Court in 
accordance with Rule 11, Fed. R. Crim. P., as set forth in 
paragraphs 5 and 6 below. 

FACTUAL BASIS FOR LYSINE OFFENSE

5. Had this case gone to trial, the United States would have 
presented evidence to prove the following facts: 

(a) The defendant is, and from at least June 1992 until June 
27, 1995 ("the relevant time period") was, a corporation 
organized and existing under the laws of the State of 
Delaware with its principal place of business in Decatur, 
Illinois. The defendant is, and throughout the relevant time 
period was, a producer of lysine. Lysine is an amino acid 
feed additive used in poultry and swine feed in the United 
States and elsewhere. 

Throughout the relevant time period, the defendant was 
engaged in the sale of lysine in the United States and 
elsewhere. 

(b) During certain periods of time during the relevant time 
period, the defendant, through several of its representatives, 
participated in a conspiracy among the major lysine-
producing firms. The primary terms of the conspiracy were 
to fix the price of lysine sold in the United States and 
elsewhere, and to allocate among the lysine-producing firms 
the volume of sales of lysine in the United States and 
elsewhere. In furtherance of the conspiracy, the defendant, 
through several of its representatives, engaged in 
conversations and attended meetings with representatives of 
the other major lysine-producing firms. At one or more of 
these meetings and during one or more of these 
conversations, agreements were reached as to the prices the 
firms would charge for lysine in the United States and 
elsewhere and the volume of lysine each firm would sell in 
the United States and elsewhere. The purpose of the scheme 
was to restrict the output and raise the price of lysine in the 
United States and elsewhere. 

(c) These conspiratorial meetings and conversations took 
place in the United States and elsewhere, and at least one of 
these meetings, attended by representatives of the defendant, 
occurred in this District and Division. During the relevant 
time period, lysine sold by one or more of the conspirator 
firms, and equipment and supplies necessary to the 
production and distribution thereof, as well as payments 
therefor, traveled in interstate commerce. The business 
activities of the defendant and co-conspirators in connection 
with the production and sale of lysine were within the flow 
of, and substantially affected, interstate trade and commerce. 

(d) Acts in furtherance of this conspiracy were carried out 
within the Northern District of Illinois, Eastern Division. 

FACTUAL BASIS FOR THE CITRIC ACID OFFENSE 
6. Had this case gone to trial, the United States would have 
presented evidence to prove he following facts: 

(a) The defendant is, and from at least June 1992 until June 
27, 1995 ("the relevant time period") was, a corporation 
organized and existing under the laws of the State of 
Delaware with its principal place of business in Decatur, 
Illinois. The defendant is, and throughout the relevant time 
period was, a producer of citric acid. Citric acid is an 
organic acid used in various food products and beverages, 
cosmetics, medicine, detergents, chemicals, and textiles in 
the United States and elsewhere. Throughout the relevant 
time period, the defendant engaged in the sale of citric acid 
in the United States and elsewhere. 

(b) During periods of time during the relevant time period, 
the defendant, through several of its representatives, 
participated in a conspiracy among the major citric acid-
producing firms. The primary terms of the conspiracy were 
to fix the price of citric acid sold in the United States and 
elsewhere and to allocate among the citric acid-producing 
firms the volume of sales of citric acid in the United States 
and elsewhere. In furtherance of the conspiracy, the 
defendant, through several of its representatives, engaged in 
conversations and attended meetings with representatives of 
the other major citric acid-producing firms. At one or more 
of these meetings and during one or more of these 
conversations, agreements were reached as to the prices the 
firms would charge for citric acid in the United States and 
elsewhere and the volume of citric acid each firm would sell 
in the United States and elsewhere. The purpose of the 
scheme was to restrict the output and raise the price of citric 
acid in the United States and elsewhere. 

(c) These conspiratorial meetings and conversations took 
place in the United States and elsewhere. During the 
relevant time period, citric acid sold by one or more of the 
conspirator firms, and equipment and supplies necessary to 
the production and distribution thereof, as well as payments 
therefor, traveled in interstate commerce. The business 
activities of the defendant and co-conspirators in connection 
with the production and sale of citric acid were within the 
flow of, and substantially affected, interstate trade and 
commerce.  

(d) Acts in furtherance of this conspiracy were carried out 
within the Northern District of Illinois, Eastern Division. 

SENTENCING GUIDELINES
7. Sentencing for the offenses to be charged will be 
conducted pursuant to the U.S.S.G. Manual in effect on the 
day of sentencing. The United States and the defendant 
agree that for the purposes of determining the U.S.S.G. 
sentence in this case the volume of affected commerce 
attributable to the defendant is in excess of $100 million 
both in the lysine market and in the citric acid market. 
Pursuant to U.S.S.G. s 1B1.8, self- incriminating 
information provided to the United States pursuant to this 
Plea Agreement will not be used to increase the volume of 
affected commerce attributable to the defendant or in 
determining the applicable guideline range. 

SENTENCING AGREEMENT
8. Pursuant to Rule 11(c)(1)(C), Fed. R. Crim. P., the United 
States and the defendant agree that the appropriate 
disposition of the lysine count is, and agree jointly to 
recommend that the Court impose, a sentence requiring the 
defendant to pay a fine, pursuant to 18 U.S.C. s 3571, to the 
United States in the amount of $70 million within 90 days of 
sentencing and no term of probation. The fine amount is 
within the guideline range calculated from the defendant's 
volume of affected commerce in the lysine market. 
The defendant understands that the Court will order it to pay 
a $200.00 special assessment pursuant to 18 U.S.C. s 
3013(a)(2)(B) and U.S.S.G. s 8E1.1 in addition to any fine 
imposed. In light of the restitution already paid or agreed to 
be paid by the defendant in case number 95-C-7679, MDL 
Number 1083, the United States agrees that it will not seek a 
restitution order with respect to this count of the 
Information. 

9. Pursuant to Rule 11(c)(1)(C), Fed. R. Crim. P., the United 
States and the defendant agree that the appropriate 
disposition of the citric acid count is, and agree jointly to 
recommend that the Court impose, a sentence requiring the 
defendant to pay a fine, pursuant to 18 U.S.C. s 3571, to the 
United States in the amount of $30 million within 90 days of 
sentencing and no term of probation. The fine amount is 
within the guideline range calculated from the defendant's 
volume of affected commerce in the lysine market. The 
defendant understands that the Court will order it to pay a 
$200.00 special assessment pursuant to 18 U.S.C. s 
3013(a)(2)(B) and U.S.S.G. s 8E1.1 in addition to any fine 
imposed. The United States will file a motion pursuant to 
U.S.S.G. s 8C4.1 requesting that the Court depart from the 
sentence calculated pursuant to the U.S.S.G. and impose the 
agreed-upon sentence set out above because of the 
substantial assistance provided by the defendant in the 
investigation of other corporations and individuals in the 
citric acid industry. In light of the restitution already paid or 
agreed to be paid by the defendant in case number 95-C-
2963, MDL Number 1092, the United States agrees that it 
will not seek a restitution order with respect to this count of 
the Information. 

10. The United States and the defendant believe that this 
Plea Agreement contains sufficient information concerning 
the defendant, the crimes charged in this case, and the 
defendant's role in the crimes to enable the meaningful 
exercise of sentencing authority by the Court pursuant to 18 
U.S.C. s 3553. The United States will not object to the 
defendant's request that the Court accept the defendant's 
guilty plea and immediately impose sentence on the day the 
case is filed notwithstanding the provisions of Rule 32(b)(1), 
Fed. R. Crim. P., U.S.S.G. s 6A1.1 and Local Crim. Rule 
2.06(C), (D), and (F). The Court's denial of the request to 
impose sentence immediately based upon the record 
provided by the defendant and the United States will not 
void this Plea Agreement. 

11. The United States and the defendant understand that the 
Court retains complete discretion to accept or reject the 
agreed-upon appropriate dispositions provided for in 
paragraphs 8 and 9 of the Plea Agreement. 

(a) If the Court does not impose the aforesaid agreed-upon 
dispositions, the United States and the defendant agree that 
this Plea Agreement, except for Paragraph 11(b) below shall 
be rendered null and void; and 
(b) If the Court does not impose the agreed-upon 
dispositions the defendant will be free to withdraw its pleas 
of guilty (Fed.R.Crim.P. 11(e)(4)), and, if the defendant 
does withdraw its pleas of guilty, this Plea Agreement, the 
guilty pleas, and any statements made in connection with or 
in furtherance of the pleas or this Plea Agreement, or in the 
course of discussions leading to the pleas or the Plea 
Agreement, shall not be admissible against the defendant in 
any criminal or civil proceeding (Fed.R. Crim.P. 11(e)(6)). 

DEFENDANT'S COOPERATION
12.  The defendant will cooperate with the United States in  
the conduct of (i) the current federal investigations of 
alleged offenses committed in furtherance of, or in 
connection with, any attempted or completed antitrust 
conspiracy, combination, or scheme involving the sale or 
production of any product sold or produced by the 
defendant's BioProducts Division, Animal Health and 
Nutrition Division, Food Additives Division, or Sweetener 
Group; (ii) the investigation of the acquisition of technology 
which is the subject of pending investigations being 
conducted in the Central District of Illinois and the Southern 
District of Alabama; and (iii) any litigation or other 
proceedings arising or resulting from any such 
investigations to which the United States is a party 
(hereinafter "Federal Proceeding").  Such cooperation shall 
consist of: 

(a)  the production to the United States of all documents, 
information, and other materials, not already produced to the 
United States and not subject to the attorney client privilege 
or work product doctrine, in the possession, custody, or 
control of the defendant, wherever located, requested in 
good faith by the United States in connection with any 
Federal Proceeding; and 
(b)  upon the request of the United States pursuant to 
Paragraph 14(b) of this Plea Agreement, using its best 
efforts to secure the cooperation (as defined in Paragraph 13 
of this Plea Agreement) of any current director, officer, or 
employee of the defendant or of any of the defendant's 
subsidiaries or affiliates (other than Michael D. Andreas and 
Terrance S. Wilson), including making such persons 
available in the United States, at the defendant's expense, for 
service of process, interviews, grand jury testimony, and 
trial testimony, in connection with any Federal Proceeding. 

13.  The cooperation of each person referred to in Paragraph 
12(b) above shall be subject to the procedure and protections 
of Paragraph 14 below, and shall consist of: (a) making his 
relevant personal documents and records available in the 
United States to attorneys and agents of the United States; 
(b) making himself (other than Dwayne O. Andreas and 
James R. Randall) available in the United States to attorneys 
and agents of the United States for interviews, where the 
subject matter of the interview is a then-pending indictment 
or information; and (c) when called upon to do so by the 
United States, testifying in trial and grand jury or other 
proceedings in the United States under oath in connection 
with any such Federal Proceeding.  Such interviews and 
testimony shall be subject to the penalties of making a false 
statement in a matter within the jurisdiction of a department 
or agency of the United States (18 U.S.C. Sec. 1001), 
perjury (18 U.S.C. Sec. 1621), and making false statements 
or declarations in grand jury or court proceedings (18 U.S.C. 
Sec 1623). 

GOVERNMENT'S AGREEMENT
14.  The United States agrees:
(a)  not to bring criminal charges against any current 
director, officer, or employee of the defendant or of any of 
the defendant's subsidiaries or affiliates (other than Michael 
D. Andreas and Terrance S. Wilson) (i) for any act or 
offense committed prior to the date of this Plea Agreement 
and while such person was employed by the defendant or 
any of its subsidiaries or affiliates, which was undertaken in 
furtherance of, or in connection with, any attempted or 
completed antitrust conspiracy, combination, or scheme 
involving the sale or production of any product sold or 
produced by the defendant's BioProducts Division, Animal 
Health and Nutrition Division, Food Additives Division, or 
Sweetener Group; (ii) for any alleged misappropriation of 
technology committed prior to the date of this Plea 
Agreement which is the subject of pending investigations 
being conducted in the Central District of Illinois and the 
Southern District of Alabama; 

(b)  should the United States determine that any individual 
subject to Paragraph 14(a) of the Plea Agreement may have 
information relevant to any Federal Proceeding, the United 
States shall request such person's cooperation pursuant to the 
terms of this Plea Agreement by written request delivered to 
counsel for the individual (with a copy to the undersigned 
counsel for the defendant) or, if the individual is not known 
by the United States to be represented, to the undersigned 
counsel for the defendant; 

(c)  in the event that any person requested to provide 
cooperation pursuant to Paragraph 14(b) fails to comply 
with such person's obligations under Paragraph 13 of this 
Plea Agreement, any agreement not to prosecute such person 
granted in this Plea Agreement shall be void. 

(d)  information provided to the United States by any person 
pursuant to the terms of Paragraph 14(b) of this Plea 
Agreement, or any information directly or indirectly derived 
from such information, may not be used against such person 
or ADM or any of its subsidiaries or affiliates in any 
criminal case, except a prosecution for perjury (18 U.S.C. 
Sec. 1621), making false statements or declarations in grand 
jury or court proceedings (18 U.S.C. Sec. 1623), or 
obstruction of justice (18 U.S.C. Sec. 1503); 

(e)  the immunity and non-prosecution terms of this 
Paragraph do not apply to any criminal violations of the 
federal tax law; and 

(f)  all documents provided pursuant to Paragraph 12(a) will 
be subject to the protective order already entered in 
connection with the investigation of this matter, and the 
United States will not disclose any confidential commercial 
or financial information or trade secrets contained in any 
documents, information, or material provided pursuant to 
this Plea Agreement unless the United States concludes in 
good faith that such disclosure is necessary in connection 
with the conduct of any Federal Proceeding or is required by 
law, and will provide notice to the defendant and an 
opportunity to be heard prior to the disclosure of any such 
information other than in connection with a grand jury 
investigation or trial or other judicial proceeding. 

15.  Upon the tender of the guilty pleas called for by this 
Plea Agreement and the imposition and payment of the 
agreed-upon sentences called for by this Plea Agreement, 
the United States agrees: 

(a)  not to bring further criminal charges against the 
defendant or any of the defendant's subsidiaries or affiliates 
for any act or offense committed prior to the date of this 
Plea Agreement which was undertaken in furtherance of, or 
in connection with, any attempted or completed antitrust 
conspiracy, combination, or scheme involving the sale or 
production of any product sold or produced by the 
defendant's BioProducts Division, Animal Health and 
Nutrition Division, Food Additives Division or Sweetener 
Group; 

(b) not to bring criminal charges against the defendant or of 
the defendant's subsidiaries or affiliates for any alleged 
offense, committed prior to the date of this Plea Agreement, 
which is or was the subject of any pending investigation of 
ADM, which are those being conducted in the Central 
District of Illinois and the Southern District of Alabama. 
ADM is not a subject of the investigation being conducted 
by the Criminal Division, Fraud Section. 

(c) there are no known investigations of ADM other than 
those identified in Paragraphs 15(a) and 15(b) above; and 

(d) the non-prosecution terms of this Paragraph do not apply 
to any criminal violations of the federal tax law. 

16. The United States agrees not to bring any civil monetary 
cause of action, claim, penalty, or lawsuit that the United 
States has or may have against the defendant, any of the 
defendant's subsidiaries or affiliates, or any current director, 
officer or employee of the defendant or of any of the 
defendant's subsidiaries or affiliates under the False Claims 
Act, 31 U.S.C. Sec. 3729 et seq., the Program Fraud Civil 
Remedies Act, 31 U.S.C. Sec. 1 et seq., or any other statute 
within the Civil Division's authority to release that creates a 
civil monetary cause of action for damages or penalties to 
the United States, and the common law for any of the 
matters set forth in Paragraphs 15(a) and 15(b) above. The 
United States and the defendant agree that, notwithstanding 
the release of civil monetary causes of action, penalties, and 
claims set forth in this Paragraph, this Plea Agreement does 
not release any entity or individual from any dispute or 
claim arising under Title 26 of the United States Code or 
any administrative action by any federal agency to suspend, 
debar or determine the responsibility of the defendant. The 
United States also agrees not to bring any civil injunctive 
cause of action against the defendant, any of the defendant's 
subsidiaries or affiliates, or any current director, officer, or 
employee of the defendant or of any of the defendant's 
subsidiaries or affiliates under the Sherman Antitrust Act, 15 
U.S.C. Sec. 1, et seq., based on any of the matters set forth 
in Paragraph 15(a). 

17. It is agreed that all costs (as defined in the Federal 
Acquisition Regulation("FAR") Sec. 31.205-47) incurred by 
or on behalf of the defendant and its directors, officers, 
employees, and agents in connection with (i) the matters 
covered by this Plea Agreement; 

(ii) the Government's audit, if any, and investigation of the 
matters covered by this Plea Agreement; (iii) the defendant's 
investigation, defense, and corrective actions, if any, with 
respect to the matters specifically covered by this Plea 
Agreement; (iv) the negotiation of this Plea Agreement; and 
(v) any payment made to the United States pursuant to this 
Plea Agreement, shall be unallowable costs for government 
contract accounting purposes. 

Nothing in paragraph 16 or Paragraph 17 of this Plea 
Agreement is intended to settle any liability the defendant 
has or may have for delivery of any deficient or defective 
product or workmanship, or for breach of any expressed or 
implied warranty. 

18. The United States agrees that when any person travels to 
the United States pursuant to Paragraph 12(b) of this Plea 
Agreement, the United States shall take no action, based 
either upon any offense subject to this Plea Agreement or 
related to any actual or alleged violation of this Plea 
Agreement, to subject such person to arrest, service of 
process, or prevention from departing the United States. 

REPRESENTATION OF COUNSEL

19.  The defendant has been represented by counsel and is 
fully satisfied with its attorneys' legal representation. The 
defendant has thoroughly reviewed this Plea Agreement and 
has voluntarily and knowingly entered into this Plea 
Agreement. 

20.  The pleas of guilty are freely and voluntarily made and 
are not the result of force or threats or of promises or 
representations apart from those set forth in this Plea 
Agreement. There have been no promises or representations 
to the defendant as to whether the Court will accept or reject 
this Plea Agreement. 

VIOLATION OF PLEA AGREEMENT

21.  The defendant agrees that should the United States 
determine in good faith, during the period of time that any 
Federal Proceeding is pending, that the defendant or any of 
its subsidiaries or affiliates has materially failed to provide 
cooperation (as described in Paragraph 12 of this Plea 
Agreement) or otherwise has materially violated any other 
provision of this Plea Agreement, the United States shall 
notify the defendant in writing, delivered to counsel for the 
defendant by overnight delivery or by facsimile 
transmission, of its intention to void any of its obligations 
under this Plea Agreement (except its obligations under this 
Paragraph). The United States' determination is subject to 
review by the Court concerning the materiality of any 
claimed violation of the Plea Agreement 

ENTIRETY OF AGREEMENT

22.  Prior to the entry of this Plea Agreement and as a pre-
condition of the United States entering into the Plea 
Agreement, ADM made available to the United States, 
through one or more of its employees, information and 
cooperation in connection with the Federal Proceedings.  
This Plea Agreement constitutes the entire agreement 
between the United States and the defendant concerning the 
disposition of the criminal charges in this case.  

This Plea Agreement cannot be modified other than in 
writing a signed by the United States and the defendant. 

23.  The undersigned is authorized to enter this Plea 
Agreement of behalf of the defendant as evidenced by a 
Resolution of the Special Committee of the Board of 
Directors of the defendant. 

24.  The undersigned attorneys for the United States have 
been authorized by the Attorney General of the United 
States to enter this Agreement on behalf of the United 
States.