2002 Incentive Compensation Plan
Performance Share Unit Award Agreement
This Performance Share Unit Award Agreement (the “Agreement”), is made and entered into as of *
[grant date] (the “Date of Grant”), by and between Archer-Daniels-Midland Company, a Delaware corporation
(the “Company”), and «First_Name» «Last_Name», an employee of the Company (the “Grantee”). This
Agreement is pursuant to the terms of the Company’s 2002 Incentive Compensation Plan, as amended (the
“Plan”). The applicable terms of the Plan are incorporated herein by reference, including the definitions of
capitalized terms contained in the Plan.
Section 1 . Performance Share Unit Award . The Company hereby grants to the
Grantee, on the terms and conditions hereinafter set forth, an Award of «ResAmount» Performance Share Units
(the “Units”), each such Unit representing the right to receive one share of the Company’s common stock. The
Units granted to the Grantee shall be credited to an account in the Grantee’s name. This account shall be a
record of book-keeping entries only and shall be utilized solely as a device for the measurement and
determination of the number of Shares to be granted to or in respect of the Grantee pursuant to this Agreement.
Section 2 . Rights of Grantee .
(a) No Shareholder Rights . The Units granted pursuant to this Award do not entitle
Grantee to any rights of a shareholder of the Company’s common stock. The Grantee’s rights with respect to
the Units shall remain forfeitable at all times by the Grantee until satisfaction of the vesting conditions set forth in
Section 3 hereof.
(b) Restrictions on Transfer . The Grantee shall not be entitled to transfer, sell, pledge,
alienate, hypothecate or assign the Units or this Award, except that in the event of the Grantee’s death, the
Grantee’s designated beneficiary or estate shall be entitled to receive the