Change of Control Agreement – Monsanto Co.

CHANGE-OF-CONTROL

EMPLOYMENT SECURITY AGREEMENT

AGREEMENT, by and between Monsanto Company, a Delaware corporation (the
“Company”), and _________________ (the “Executive”), effective as of the ___ day
of __________, 20__ (this “Agreement”).

The Board of Directors of the Company (the “Board”), has determined that it
is in the best interests of the Company and its shareowners to assure that the
Company will have the continued dedication of the Executive, notwithstanding the
possibility, threat or occurrence of a Change of Control. The Board believes it
is imperative to diminish the inevitable distraction of the Executive by virtue
of the personal uncertainties and risks created by a pending or threatened
Change of Control and to encourage the Executive153s full attention and dedication
to the Company currently and in the event of any threatened or pending Change of
Control, and to provide the Executive with compensation and benefits
arrangements upon a Change of Control that ensure that the compensation and
benefits expectations of the Executive will be satisfied and that are
competitive with those of other corporations. Therefore, in order to accomplish
these objectives, the Board has caused the Company to enter into this Agreement.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1. Effect of Agreement. (a) Unless and until there occurs, during the
Term of this Agreement, either a Change of Control or a termination of the
Executive153s employment in anticipation of a Change of Control as contemplated by
Section 3(d), (1) Sections 2, 3 and 4 of this Agreement shall have no effect and
shall not give rise to any rights of the Executive, (2) the Executive153s
employment shall be “at will,” except as may be otherwise provided in any
Employment Agreement, and (3) upon any termination of the Executive153s
employment, the Executive shall have no further rights under this Agreement.

(b) From and after the first date during the Term of this Agreement on which
a Change of Control occurs, this Agreement shall supersede any Employment
Agreements, but shall have no effect on any Other Agreement or Other Plan,
except as specifically provided in Section 5; provided, that any
confidentiality, non-solicitation, and non-competition provisions in any
employment agreement shall continue in full force and effect.

2. Terms of Employment. This Section 2 sets forth the terms and
conditions on which the Company agrees to employ the Executive during the period
(the “Protected Period”) beginning on the first day during the Term of this
Agreement on which a Change of Control occurs and ending on the second
anniversary of that date, or such earlier date as the Executive153s employment
terminates as contemplated by Section 3.

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(a) Position and Duties. (1) During the Protected Period, (A) the
Executive153s position (including offices, titles and reporting requirements),
authority, duties and responsibilities shall be at least commensurate in all
material respects with the most significant of those held, exercised and
assigned to the Executive at any time during the 120-day period immediately
preceding the date of the Change of Control, (B) the Executive153s services shall
be performed at the office where the Executive was employed immediately
preceding the date of the Change of Control or any office or location less than
35 miles from such office, unless the Executive is on international assignment
on the date of the Change of Control and is relocated as a result of the
Executive153s being repatriated pursuant to the terms of the Executive153s
international assignment agreement as in effect before the date of the Change of
Control, and (C) the Executive shall not be required to travel on Company
business to a substantially greater extent than required immediately before the
Change of Control.

(2) During the Protected Period, the Executive agrees to devote reasonable
attention and time during normal business hours (except when on authorized
vacation, holidays or sick leave) to the business and affairs of the Company,
and, to the extent necessary to discharge the responsibilities assigned to the
Executive hereunder, to use the Executive153s reasonable best efforts to perform
faithfully and efficiently such responsibilities; provided, that the
Executive may (A) serve on corporate, civic or charitable boards and committees,
(B) deliver lectures, fulfill speaking engagements and teach at educational
institutions, and (C) manage personal investments, so long as such activities do
not significantly interfere with the performance of the Executive153s
responsibilities as an employee of the Company in accordance with this
Agreement; and provided, further, that to the extent that any such
activities have been conducted by the Executive before the date of the Change of
Control, the continued conduct of such activities or other activities similar in
nature and scope thereto after the date of the Change of Control shall not be
deemed to interfere with the performance of the Executive153s responsibilities to
the Company.

(b) Compensation. (1) Base Salary. During the Protected Period,
the Executive shall receive a base salary (the “Base Salary”), the annual amount
of which (the “Annual Base Salary Amount”) shall be at least equal to 12 times
the highest monthly base salary paid or payable, including any base salary that
has been earned but deferred, to the Executive by the Company and the Affiliated
Companies for the 12-month period immediately preceding the date of the Change
of Control. The Base Salary shall be paid at such intervals as the Company pays
executive salaries generally. During the Protected Period, the Annual Base
Salary Amount shall be reviewed for possible increase at least annually,
beginning no more than 12 months after the last such annual review prior to the
date of the Change of Control. Any increase in the Annual Base Salary Amount
shall not serve to limit or reduce any other obligation to the Executive under
this Agreement. The Annual Base Salary Amount shall not be reduced after any
such increase and the term

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“Annual Base Salary Amount” shall refer to Annual Base Salary Amount as so
increased.

(2) Incentive Compensation. In addition to the Base Salary, the
Executive shall be eligible for incentive compensation. For each fiscal year
ending during the Protected Period, the Executive shall participate in an annual
incentive program with a target incentive bonus opportunity and with overall
terms no less favorable to the Executive than the most favorable such
opportunity and terms applicable to the Executive for the 12-month period
immediately preceding the date of the Change of Control (the bonus for which the
Executive is eligible under such program, the “Annual Incentive”). Any Annual
Incentive shall, subject to any election by the Executive to defer all or a
portion of the Annual Incentive under any available deferred compensation plan,
be paid no later than two and one-half months after the end of the fiscal year
for which the Annual Incentive is awarded. In addition, during the Protected
Period, the Executive shall be entitled to participate in all long-term,
stock-based and other incentive plans, practices, policies and programs
generally applicable to peer executives of the Company and the Affiliated
Companies, but in no event shall such plans, practices, policies and programs
provide the Executive with incentive opportunities less favorable, in the
aggregate, than the most favorable of those provided by the Company and the
Affiliated Companies to the Executive under such plans, practices, policies and
programs as in effect at any time during the 120-day period immediately
preceding the date of the Change of Control, or, if more favorable to the
Executive, those generally provided at any time after the date of the Change of
Control to peer executives of the Company and the Affiliated Companies.

(3) Savings and Retirement Plans. During the Protected Period, the
Executive shall be entitled to participate in all savings and retirement plans,
practices, policies and programs generally applicable to peer executives of the
Company and the Affiliated Companies, but in no event shall such plans,
practices, policies and programs provide the Executive with savings
opportunities and retirement benefit opportunities, in each case, less
favorable, in the aggregate, than the most favorable of those provided by the
Company and the Affiliated Companies to the Executive under such plans,
practices, policies and programs as in effect at any time during the 120-day
period immediately preceding the date of the Change of Control, or, if more
favorable to the Executive, those generally provided at any time after the date
of the Change of Control to peer executives of the Company and the Affiliated
Companies. Without limiting the generality of the foregoing, the Company and the
Affiliated Companies shall continue to honor any Individual SERP.

(4) Welfare Benefit Plans. During the Protected Period, the Executive
and/or the Executive153s family, as the case may be, shall be eligible for
participation in and shall receive all benefits under welfare benefit plans,
practices, policies and programs provided by the Company and the Affiliated
Companies

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(including without limitation medical, prescription drug, dental, vision,
disability, life insurance, accidental death and dismemberment, and travel
accident insurance plans and programs) to the extent generally applicable to
peer executives of the Company and the Affiliated Companies, but in no event
shall such plans, practices, policies and programs provide the Executive with
benefits that are less favorable, in the aggregate, than the most favorable of
such plans, practices, policies and programs in effect for the Executive at any
time during the 120-day period immediately preceding the date of the Change of
Control, or, if more favorable to the Executive, those generally provided at any
time after the date of the Change of Control to peer executives of the Company
and the Affiliated Companies.

(5) Vacation. During the Protected Period, the Executive shall be
entitled to paid vacation in accordance with the most favorable plans, policies,
programs and practices of the Company and the Affiliated Companies as in effect
for the Executive at any time during the 120-day period immediately preceding
the date of the Change of Control, or, if more favorable to the Executive, as in
effect generally at any time after the date of the Change of Control with
respect to peer executives of the Company and the Affiliated Companies.

3. Termination of Employment. (a) Death or Disability. The
Executive153s employment shall terminate automatically if the Executive dies
during the Protected Period. If the Company determines in good faith that the
Disability of the Executive has occurred during the Protected Period, it may
give to the Executive written notice in accordance with Section 11(b) of its
intention to terminate the Executive153s employment. In such event, the
Executive153s employment with the Company shall terminate effective on the 30th
day after receipt of such notice by the Executive, provided that the
Executive shall not have returned to full-time performance of the Executive153s
duties before such day.

(b) By the Company. The Company may terminate the Executive153s
employment during the Protected Period for Cause or without Cause. The
termination of the Executive153s employment shall not be deemed to be for Cause,
unless and until (1) the Executive has been given the opportunity, on reasonable
advance notice, to be heard before the Board, together with counsel to the
Executive, and (2) there shall have been delivered to the Executive a copy of a
resolution thereafter duly adopted by the affirmative vote of not less than
three-quarters of the entire membership of the Board (excluding the Executive,
if the Executive is a member of the Board), finding that, in the good faith
opinion of the Board, the Executive is guilty of conduct constituting Cause, and
specifying the particulars thereof in detail.

(c) By the Executive. The Executive may terminate employment during
the Protected Period for Good Reason or without Good Reason. The termination of
the Executive153s employment by the Executive shall not be deemed to be for “Good
Reason” unless (1) the Executive gives notice to the Company of the existence of
the event or condition constituting “Good Reason” within 90 days after

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such event or condition initially occurs or exists, (2) the Company fails to
cure such event or condition within 30 days after receiving such notice, and (3)
the Executive153s “separation from service” within the meaning of Section 409A of
the Code occurs not later than the last day of the Protected Period and, in all
events, not later than two years after such event or condition initially occurs
or exists.

(d) Termination in Anticipation of a Change of Control. Anything in
this Agreement to the contrary notwithstanding, if (1) a Change of Control
occurs, (2) the Executive153s employment with the Company is terminated by the
Company before the Change of Control occurs in a manner and under circumstances
that would be considered a termination by the Company without Cause if it had
occurred during the Protected Period, and (3) it is reasonably demonstrated by
the Executive that such termination of employment was at the request of a third
party that had taken steps reasonably calculated to effect the Change of Control
or otherwise arose in connection with or in anticipation of the Change of
Control, then such termination shall be treated for all purposes of this
Agreement as a termination by the Company without Cause during the Protected
Period.

(e) Notice, Date and Effect of Termination. Any termination of the
Executive153s employment by the Company pursuant to Section 3(b) or the Executive
pursuant to Section 3(c) shall be communicated by Notice of Termination to the
other party hereto given in accordance with Section 11(b), after satisfaction of
the procedural requirements of Section 3(b) or 3(c) to the extent applicable.
The failure by the Executive or the Company to set forth in the Notice of
Termination any fact or circumstance that contributes to a showing of Good
Reason or Cause shall not waive any right of the Executive or the Company,
respectively, hereunder, or preclude the Executive or the Company, respectively,
from asserting such fact or circumstance in enforcing their respective rights
hereunder. If the Executive153s employment is terminated by the Company for Cause
or by the Executive for Good Reason or without Good Reason, the termination
shall be effective as of the date of receipt of the Notice of Termination or any
later date specified in the Notice of Termination (but not later than 30 days
after the giving of such notice), as the case may be. If the Executive153s
employment is terminated by the Company other than for Cause or Disability, the
termination shall be effective as of the date on which the Company notifies the
Executive of such termination. The Company and the Executive shall take all
steps necessary (including with regard to any post-termination services by the
Executive) to ensure that any termination described in this Section 3(e)
constitutes a “separation from service” within the meaning of Section 409A of
the Code, and the date on which such separation from service takes place shall
be the “Date of Termination.”

4. Obligations of the Company upon Termination. (a) Other than for
Cause, Death or Disability; Good Reason. If, during the Protected Period,
the Company terminates the Executive153s employment other than for Cause or
Disability or the Executive terminates employment for Good Reason, and the
Executive

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executes and delivers to the Company a release substantially in the form
attached hereto as Exhibit A (a “Release”) not later than the Release Deadline,
the Company shall make the payments and provide the benefits described below.

(1) The Company shall pay to the Executive, in a lump sum in cash within 60
days following the Date of Termination, the aggregate of the following amounts:

(A) the sum of the following amounts, to the extent not previously paid to
the Executive (the “Accrued Obligations”): (i) the Base Salary through the Date
of Termination; (ii) a pro rata portion of the Annual Incentive for the
year in which the Date of Termination occurs, computed as the product of (x) the
Average Pre-Change-of-Control Annual Incentive Bonus, and (y) a fraction, the
numerator of which is the number of days in the current fiscal year through the
Date of Termination, and the denominator of which is 365 (provided,
that if the Executive has elected to defer all or any portion of such Annual
Incentive under any nonqualified deferred compensation plan offered by the
Company or an Affiliated Company, then that portion of the pro rated Annual
Incentive shall be deferred and paid in accordance with the terms of such plan,
and the remaining portion shall be paid as provided herein); and (iii) any
accrued pay in lieu of unused vacation; and

(B) the product of (i) three and (ii) the sum of (x) the Annual Base Salary
Amount, and (y) the Average Pre-Change-of-Control Annual Incentive Bonus.

(2) All benefits accrued through the Date of Termination by the Executive
under the Retirement Plan, the SERP and any Individual SERP that are not vested
as of the Date of Termination shall be vested in full and paid in accordance
with the terms of the applicable plan; provided, that to the extent
such benefits may not be provided under the Retirement Plan, they shall instead
be provided under the SERP.

(3) For the Severance Period, the Company shall continue Specified Welfare
Benefits to the Executive and/or the Executive153s family; provided,
that if the Executive becomes reemployed with another employer and is
eligible to receive one or more of the Specified Welfare Benefits under another
employer-provided plan during the Severance Period, the Company153s obligations
with respect to the corresponding Specified Welfare Benefits under this Section
4(a)(3) shall cease.

(4) If, as of the Date of Termination, the Executive has achieved (x) at
least 50 years of age, (y) at least 10 Years of Service (as defined in the
Company153s Separation Pay Plan), and (z) combined age and Years of Service of at
least 65, then the Executive shall be entitled to receive, beginning at the end
of the Severance

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Period, retiree medical benefits at least as favorable as those to which the
Executive would have been entitled if the Executive had retired with eligibility
for the Retiree Welfare Benefits in effect as of the date of the Change of
Control.

(5) The Company shall provide the Executive with outplacement services, in
accordance with its normal practice for its most senior executives, as in effect
before the date of the Change of Control, from the outplacement firm or firms
with which the Company has contracted as of the Date of Termination or
thereafter; provided, that to the extent such outplacement services
begin before the Executive executes the Release, they shall end as of the
Release Deadline if the Executive fails to execute and deliver the Release to
the Company by the Release Deadline; and provided, further, that in any
event such outplacement services shall not be provided beyond the end of the
second calendar year after the calendar year in which the Date of Termination
occurs.

(6) To the extent not theretofore paid or provided, the Company shall timely
pay or provide to the Executive any Other Benefits.

(b) Death. If the Executive153s employment is terminated because of the
Executive153s death during the Protected Period, the Company shall pay the Accrued
Obligations to the Executive153s estate or beneficiaries, as applicable, in a lump
sum in cash within 30 days of the Date of Termination (provided, that,
as described in Section 4(a)(1)(A), any portion of the Annual Incentive for the
year in which the Date of Termination occurs that the Executive has elected to
defer under any nonqualified deferred compensation plan offered by the Company
or an Affiliated Company shall be deferred and paid in accordance with the terms
of such plan, unless cancellation of such election is permitted by Section 409A
of the Code), shall timely pay or deliver any of the Other Benefits, and shall
have no other severance obligations under this Agreement. For purposes of this
Section 4(b), the term “Other Benefits” shall include without limitation, and
the Executive153s estate and/or beneficiaries shall be entitled to receive,
benefits at least equal to the most favorable benefits provided by the Company
and the Affiliated Companies to the estates and beneficiaries of peer executives
of the Company and the Affiliated Companies under such plans, programs,
practices and policies relating to death benefits, if any, as in effect with
respect to other peer executives and their beneficiaries at any time during the
120-day period immediately preceding the date of the Change of Control, or, if
more favorable to the Executive153s estate and/or the Executive153s beneficiaries,
as in effect at any time after the date of the Change of Control generally with
respect to peer executives of the Company and the Affiliated Companies and their
beneficiaries.

(c) Disability. If the Executive153s employment is terminated because of
the Executive153s Disability during the Protected Period, the Company shall pay
the Accrued Obligations to the Executive in a lump sum in cash within 30 days of
the Date of Termination (provided, that, as described in Section
4(a)(1)(A), any portion of the Annual Incentive for the year in which the Date
of Termination

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occurs that the Executive has elected to defer under any nonqualified
deferred compensation plan offered by the Company or an Affiliated Company shall
be deferred and paid in accordance with the terms of such plan, unless
cancellation of such election is permitted by Section 409A of the Code), shall
timely pay or deliver any Other Benefits, and shall have no other severance
obligations under this Agreement. For purposes of this Section 4(c), the term
“Other Benefits” shall include, without limitation, and the Executive shall be
entitled to receive, disability and other benefits at least equal to the most
favorable of those generally provided by the Company and the Affiliated
Companies to disabled executives and/or their families in accordance with such
plans, programs, practices and policies relating to disability, if any, as in
effect generally with respect to peer executives and their families at any time
during the 120-day period immediately preceding the date of the Change of
Control, or, if more favorable to the Executive and/or the Executive153s family,
as in effect at any time after the date of the Change of Control generally with
respect to peer executives of the Company and the Affiliated Companies and their
families.

(d) Cause; Other than for Good Reason. If the Executive153s employment
is terminated for Cause during the Protected Period, the Company shall provide
to the Executive the Base Salary through the Date of Termination and any Other
Benefits, in each case, to the extent theretofore unpaid, and shall have no
other severance obligations under this Agreement. If the Executive voluntarily
terminates employment during the Protected Period, other than for Good Reason,
the Company shall pay the Accrued Obligations to the Executive in a lump sum in
cash within 30 days of the Date of Termination (provided, that, as
described in Section 4(a)(1)(A), any portion of the Annual Incentivefor the year
in which the Date of Termination occurs that the Executive has elected to defer
under any nonqualified deferred compensation plan offered by the Company or an
Affiliated Company shall be deferred and paid in accordance with the terms of
such plan), shall timely pay or deliver any Other Benefits, and shall have no
other severance obligations under this Agreement.

5. Non-exclusivity of Rights. Nothing in this Agreement shall prevent
or limit the Executive153s continuing or future participation in any Other Plan
for which the Executive may qualify, nor shall anything herein limit or
otherwise affect such rights as the Executive may have under any Other
Agreement. Amounts that are vested benefits or that the Executive is otherwise
entitled to receive under any Other Plan or any Other Agreement shall be payable
in accordance with such Other Plan or Other Agreement, except as explicitly
modified by this Agreement. Notwithstanding the foregoing, if the Executive
receives payments and benefits pursuant to Section 4(a), the Executive shall not
be treated as having any additional years of service or age for purposes of any
Other Plan or Other Agreement by virtue of receiving such payments and benefits,
unless such Other Plan or Other Agreement specifically so provides.

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6. Full Settlement; Legal Fees. The Company153s obligation to make the
payments provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action that the Company or any Affiliated
Company may have against the Executive or others. In no event shall the
Executive be obligated to seek other employment or take any other action by way
of mitigation of the amounts payable to the Executive under any of the
provisions of this Agreement, and, except as specifically provided in Section
4(a)(3), such amounts shall not be reduced, regardless of whether the Executive
obtains other employment. The Company agrees to pay as incurred, within 10 days
following the Company153s receipt of an invoice from the Executive, to the full
extent permitted by law, all legal fees and expenses that the Executive may
reasonably incur, at any time from the date of this Agreement through the
Executive153s remaining lifetime or, if longer, through the 20th anniversary of
the date of the Change of Control, as a result of any contest (regardless of the
outcome thereof) by the Company, the Executive or others of the validity or
enforceability of, or liability under, any provision of this Agreement or any
guarantee of performance thereof (whether such contest is between the Company
and the Executive or between either of them and any third party, and including
as a result of any contest by the Executive about the amount of any payment
pursuant to this Agreement), plus, in each case, interest on any delayed payment
at the applicable federal rate provided for in Section 7872(f)(2)(A) of the
Code; provided, that the Executive shall have submitted an invoice for
such fees and expenses at least 10 days before the end of the calendar year next
following the calendar year in which such fees and expenses were incurred; and
provided, further, that the Company shall not be required to
pay any fees or expenses charged by any accounting or consulting firm to perform
calculations or make determinations required to be carried out by the Accounting
Firm pursuant to Section 7. The amount of such legal fees and expenses that the
Company is obligated to pay in any given calendar year shall not affect the
legal fees and expenses that the Company is obligated to pay in any other
calendar year, and the Executive153s right to have the Company pay such legal fees
and expenses may not be liquidated or exchanged for any other benefit.

7. Limitation on Payments Under Certain Circumstances. (a) Anything in
this Agreement to the contrary notwithstanding, in the event the Accounting Firm
shall determine that receipt of all Payments would subject the Executive to the
excise tax under Section 4999 of the Code, the Accounting Firm shall determine
whether to reduce any of the Agreement Payments so that the Parachute Value of
all Payments, in the aggregate, equals the Safe Harbor Amount. The Agreement
Payments shall be so reduced only if the Accounting Firm determines that the
Executive would have a greater Net After-Tax Receipt of aggregate Payments if
the Agreement Payments were so reduced. If the Accounting Firm determines that
the Executive would not have a greater Net After-Tax Receipt of aggregate
Payments if the Agreement Payments were so reduced, the Executive shall receive
all Agreement Payments to which the Executive is entitled hereunder.

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(b) If the Accounting Firm determines that aggregate Agreement Payments
should be reduced so that the Parachute Value of all Payments, in the aggregate,
equals the Safe Harbor Amount, the Company shall promptly give the Executive
notice to that effect and a copy of the detailed calculation thereof. All
determinations made by the Accounting Firm under this Section 7 shall be binding
upon the Company and the Executive, except to the extent the Internal Revenue
Service or a court of competent jurisdiction makes a final and binding
determination inconsistent therewith, and shall be made as soon as reasonably
practicable and in no event later than 15 days following the Date of
Termination. For purposes of reducing the Agreement Payments so that the
Parachute Value of all Payments, in the aggregate, equals the Safe Harbor
Amount, only amounts payable under this Agreement (and no other Payments) shall
be reduced. The reduction of the amounts payable hereunder, if applicable, shall
be made by reducing the payments and benefits under the following sections in
the following order: (1) any Payments under Section 4(a)(1)(B), (2) any other
cash Payments on a pro rata basis, and (3) any remaining Payments on a pro rata
basis, and, subject to the foregoing, shall be made in such a manner as to
maximize the economic present value of all Payments actually made to the
Executive, determined by the Accounting Firm as of the date of the applicable
Section 280G Change of Control using the discount rate required by Section
280G(d)(4) of the Code.

(c) As a result of the uncertainty in the application of Section 4999 of the
Code at the time of the initial determination by the Accounting Firm hereunder,
it is possible that amounts will have been paid or distributed by the Company to
or for the benefit of the Executive pursuant to this Agreement which should not
have been so paid or distributed (“Overpayment”) or that additional amounts
which will have not been paid or distributed by the Company to or for the
benefit of the Executive pursuant to this Agreement could have been so paid or
distributed (“Underpayment”), in each case, consistent with the calculation of
the Safe Harbor Amount hereunder. In the event that the Accounting Firm, based
upon the assertion of a deficiency by the Internal Revenue Service against
either the Company or the Executive which the Accounting Firm believes has a
high probability of success, determines that an Overpayment has been made, the
Executive shall pay promptly (and in no event later than 60 days following the
date on which the Overpayment is determined) any such Overpayment to the Company
together with interest at the applicable federal rate provided for in Section
7872(f)(2) of the Code; provided, however, that no amount
shall be payable by the Executive to the Company if and to the extent such
payment would not either reduce the amount on which the Executive is subject to
tax under Section 1 and Section 4999 of the Code or generate a refund of such
taxes. In the event that the Accounting Firm, based upon controlling precedent
or substantial authority, determines that an Underpayment has occurred, any such
Underpayment shall be paid promptly (and in no event later than 60 days
following the date on which the Underpayment is determined) by the Company to or
for the benefit of the Executive

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together with interest at the applicable federal rate provided for in Section
7872(f)(2) of the Code.

(d) To the extent requested by the Executive, the Company shall cooperate
with the Executive in good faith in valuing, and the Accounting Firm shall take
into account the value of, services provided or to be provided by the Executive
(including without limitation, the Executive153s agreeing to refrain from
performing services pursuant to a covenant not to compete or similar covenant)
before, on or after the date of a change in ownership or control of the Company
(within the meaning of Q&A-2(b) of the final regulations under Section 280G
of the Code), such that payments in respect of such services may be considered
reasonable compensation within the meaning of Q&A-9 and Q&A-40 to
Q&A-44 of the final regulations under Section 280G of the Code and/or exempt
from the definition of the term “parachute payment” within the meaning of
Q&A-2(a) of the final regulations under Section 280G of the Code in
accordance with Q&A-5(a) of the final regulations under Section 280G of the
Code.

(e) All fees and expenses of the Accounting Firm for services performed
pursuant to this Section 7 at any time from the date of this Agreement through
the Executive153s remaining lifetime or, if longer, through the 20th anniversary
of the date of the applicable Section 280G Change of Control, shall be borne
solely by the Company. The Company shall pay such fees and expenses not later
than the end of the calendar year following the calendar year in which the
related work is performed or the expenses are incurred by the Accounting Firm.
The amount of such fees and expenses that the Company is obligated to pay in any
given calendar year shall not affect the fees and expenses that the Company is
obligated to pay in any other calendar year, and the Executive153s right to have
the Company pay such fees and expenses may not be liquidated or exchanged for
any other benefit.

8. RESERVED

9. Confidential Information. (a) The Executive shall use the
Executive153s best efforts and diligence both during and after employment by the
Company and the Affiliated Companies to protect the confidential, trade secret
and/or proprietary character of all Confidential Information. The Executive
shall not, directly or indirectly, use (for the Executive or another) or
disclose any Confidential Information, for so long as it shall remain
proprietary or protectible as confidential or trade secret information, except
as may be necessary for the performance of the Executive153s duties with the
Company and the Affiliated Companies. The Executive shall promptly deliver to
the Company, at the termination of the Executive153s employment, or at any other
time at the Company153s request, without retaining any copies, all documents and
other material in the Executive153s possession relating, directly or indirectly,
to any Confidential Information.

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(b) Each of the Executive153s obligations in this Section 9 shall also apply to
the confidential, trade secret and proprietary information learned or acquired
by the Executive during the Executive153s employment from others with whom the
Company or any Affiliated Company has a business relationship. The Executive
understands that the Executive is not to disclose to the Company or any
Affiliated Company, or use for its benefit, any of the confidential, trade
secret or proprietary information of others, including any of the Executive153s
former employers.

(c) In no event shall an asserted violation of the provisions of this Section
9 constitute a basis for deferring or withholding any amounts otherwise payable
to the Executive under this Agreement.

10. Successors. (a) This Agreement is personal to the Executive, and,
without the prior written consent of the Company shall not be assignable by the
Executive other than by will or the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by the Executive153s
legal representatives.

(b) This Agreement shall inure to the benefit of and be binding upon the
Company and its successors and assigns. Except as provided in Section 10(c),
without the prior written consent of the Executive, this Agreement shall not be
assignable by the Company.

(c) The Company shall require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company to assume expressly and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform it if no such succession had taken place.

11. Miscellaneous. (a) This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, without
reference to principles of conflict of laws. The captions of this Agreement are
not part of the provisions hereof and shall have no force or effect. This
Agreement may not be amended or modified other than by a written agreement that
is specifically identified as an amendment of this Agreement and executed by the
Executive and by an authorized officer of the Company in a single instrument.
This Agreement is intended to comply with the requirements of Section 409A of
the Code, to the extent applicable, and shall be administered and interpreted
accordingly.

(b) All notices and other communications hereunder shall be in writing and
shall be given by hand delivery to the other party or by registered or certified
mail, return receipt requested, postage prepaid, addressed as follows:

12

If to the Executive:

800 North Lindbergh Boulevard

St. Louis, Missouri 63167

If to the Company:

800 North Lindbergh Boulevard

St. Louis, Missouri 63167

Attention: General Counsel

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.

(c) The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement.

(d) The Company may withhold from any amounts payable under this Agreement
such taxes as shall be required to be withheld pursuant to any applicable
law or regulation.

(e) The Executive153s or the Company153s failure to insist upon strict compliance
with any provision of this Agreement or the failure to assert any right the
Executive or the Company may have hereunder, including without limitation the
right of the Executive to terminate employment for Good Reason pursuant to
Section 3(c), shall not be deemed to be a waiver of such provision or right or
any other provision or right of this Agreement.

(f) The Executive and the Company acknowledge that there currently exists
uncertainty with respect to interpretive issues under Section 409A of the Code
and with respect to the tax treatment of employer provision of health care
benefits. The Executive hereby agrees that, prior to the occurrence of a Change
of Control, the Company may, without consent from the Executive, make such
changes to the Agreement as may be necessary or appropriate to avoid adverse tax
consequences to the Executive pursuant to Section 409A of the Code or in respect
of the provisions of Sections 4(a)(3) and 4(a)(4), while not substantially
reducing the aggregate value to the Executive of the payments and benefits to,
or otherwise adversely affecting the rights of, the Executive under the
Agreement.

(g) The Agreement is intended to comply with the requirements of Section 409A
of the Code or an exemption or exclusion therefrom and, with respect to amounts
that are subject to Section 409A of the Code, shall in all respects be
administered in accordance with Section 409A of the Code. Each payment under
this Agreement shall be treated as a separate payment for purposes of Section
409A

13

of the Code. In no event may the Executive, directly or indirectly, designate
the calendar year of any payment to be made under this Agreement. All
reimbursements and in-kind benefits provided under this Agreement that
constitute deferred compensation within the meaning of Section 409A of the Code
shall be made or provided in accordance with the requirements of Section 409A of
the Code, including, without limitation, that (1) in no event shall
reimbursements by the Company under this Agreement be made later than the end of
the calendar year next following the calendar year in which the applicable fees
and expenses were incurred, provided, that the Executive shall have submitted an
invoice for such fees and expenses at least 10 days before the end of the
calendar year next following the calendar year in which such fees and expenses
were incurred; (2) the amount of in-kind benefits that the Company is obligated
to pay or provide in any given calendar year (other than medical reimbursements
described in Treas. Reg. § 1.409A-3(i)(1)(iv)(B)) shall not affect the in-kind
benefits that the Company is obligated to pay or provide in any other calendar
year; (3) the Executive153s right to have the Company pay or provide such
reimbursements and in-kind benefits may not be liquidated or exchanged for any
other benefit; and (4) in no event shall the Company153s obligations to make such
reimbursements or to provide such in-kind benefits apply later than the
Executive153s remaining lifetime (or if longer, through the 20th anniversary of
the date of the Change of Control). Notwithstanding anything in this Agreement
to the contrary, if the Executive is a “specified employee” within the meaning
of Section 409A of the Code and Treas. Reg. § 1.409A-1(i) (or successor
provisions) on his Date of Termination, then, to the extent required by Section
409A of the Code and Treas. Reg. § 1.409A-3(i)(2) (or successor provisions),
payments or benefits hereunder, if any, of “deferred compensation” within the
meaning of Section 409A of the Code that would be paid or provided to the
Executive before the six-month anniversary of the Executive153s Date of
Termination shall be delayed until such six-month anniversary.

12. Certain Definitions. The following terms shall have the meanings
set forth below for purposes of this Agreement.

“Accounting Firm” shall mean a nationally recognized certified public
accounting firm that is selected by the Company for purposes of making the
applicable determinations hereunder and is reasonably acceptable to the
Executive, which firm shall not, without the Executive153s consent, be a firm
serving as accountant or auditor for the individual, entity or group effecting
the Change of Control.

“Accrued Obligations” has the meaning set forth in Section 4(a)(1).

“Affiliated Company” means any company controlled by the Company.

“After-Tax” means after taking into account all applicable Taxes and Excise
Tax.

14

“Agreement” has the meaning set forth in the first paragraph of the
Agreement.

“Agreement Payments” means Payments paid or payable pursuant to this
Agreement.

“Annual Base Salary Amount” has the meaning set forth in Section 2(b)(1).

“Annual Incentive” has the meaning set forth in Section 2(b)(2).

“Average Pre-Change-of-Control Annual Incentive Bonus” means an annual
incentive bonus amount based upon the Executive153s average annual incentive
bonuses earned for fiscal years beginning before the date of the Change of
Control under the Company153s annual incentive program as in effect from time to
time, calculated as follows. If, as of the date of the Change of Control, the
Executive has been employed by the Company and the Affiliated Companies for at
least the most recent three full fiscal years ending on or before the date of
the Change of Control, and was eligible to earn an annual incentive bonus under
such programs for each such fiscal year, then the Average Pre-Change-of-Control
Annual Incentive Bonus means the average of the annual incentive bonuses earned
by the Executive for each of such fiscal years. If, as of the date of the Change
of Control, the Executive has been employed by the Company and the Affiliated
Companies for less than the most recent three full fiscal years ending on or
before the date of the Change of Control, or was not eligible to earn an annual
incentive bonus under such programs for each such fiscal year, then the Average
Pre-Change-of-Control Annual Incentive Bonus means the average of the annual
incentive bonuses earned by the Executive for each of such fiscal years for
which the Executive was eligible to earn such an annual incentive bonus. If the
Executive earned an annual incentive bonus under such programs for a period of
less than 12 months, the amount of such annual bonus shall be annualized for
purposes of determining the Average Pre-Change-of-Control Annual Incentive
Bonus. If the Executive was not eligible to earn such an annual incentive bonus
for any fiscal year ending on or before the date of the Change of Control, then
the Average Pre-Change-of-Control Annual Incentive Bonus shall be deemed to
equal the Executive153s target annual incentive bonus as in effect immediately
before the date of the Change of Control.

“Base Salary” has the meaning set forth in Section 2(b)(1).

“Board” has the meaning set forth in the second paragraph of this Agreement.

“Cause” means (a) the Executive153s willful and continued failure to perform
substantially the Executive153s duties as contemplated by Section 2(a)(1)(A)
(except as a result of the Executive153s incapacity due to physical or mental
illness or injury, or following the Executive153s delivery of a Notice of
Termination for Good

15

Reason), after a written demand for substantial performance is delivered to
the Executive by the Board or the Chief Executive Officer of the Company which
specifically identifies the manner in which the Board or Chief Executive Officer
believes that the Executive has not substantially performed the Executive153s
duties, or (b) the Executive153s willful engaging in illegal conduct or gross
misconduct that is materially and demonstrably injurious to the Company. For
purposes of this definition, no act or failure to act on the part of the
Executive shall be considered “willful” unless it is done, or omitted to be
done, by the Executive in bad faith or without reasonable belief that the
Executive153s action or omission was in the best interests of the Company. Any
act, or failure to act, based upon authority given pursuant to a resolution duly
adopted by the Board or upon the instructions of the Chief Executive Officer of
the Company or based upon the advice of counsel for the Company shall be
conclusively presumed to be done, or omitted to be done, by the Executive in
good faith and in the best interests of the Company.

“Change of Control” means the happening of any of the events described in
subsections (a) through (d) below:

(a) the acquisition by any Person of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of 30 percent or more of
either (1) the then-outstanding shares of common stock of the Company (the
“Outstanding Company Common Stock”) or (2) the combined voting power of the
then-outstanding voting securities of the Company entitled to vote generally in
the election of directors (the “Outstanding Company Voting Securities”);
provided, that for purposes of this subsection (a), the following
acquisitions shall not constitute a Change of Control: (A) any acquisition
directly from the Company; (B) any acquisition by the Company or a Subsidiary of
the Company; (C) any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or a Subsidiary of the Company; (D) any
passive acquisition as a result of a Company repurchase of outstanding
securities (it being understood that a subsequent active acquisition by the
applicable Person shall constitute a Change of Control, if immediately
thereafter such Person holds the requisite percentage of Outstanding Company
Common Stock or Outstanding Company Voting Securities); or (E) any acquisition
pursuant to a transaction that complies with clauses (1), (2) and (3) of
subsection (c) of this definition;

(b) individuals who, as of the date of the initial public offering of the
common stock of the Company, constitute the Board (the “Incumbent Board”), cease
for any reason to constitute at least a majority of the Board; provided, that
any individual becoming a director subsequent to the date hereof whose election,
or nomination for election by the Company153s shareowners, was approved by a vote
of at least a majority of the directors then comprising the Incumbent Board
shall be considered as though such individual were a member of the Incumbent
Board, but excluding, for this purpose, any such

16

individual whose initial assumption of office occurs as a result of an actual
or threatened election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or consents by
or on behalf of a Person other than the Board;

(c) consummation of a reorganization, merger, statutory share exchange,
consolidation or similar transaction involving the Company or any of its
subsidiaries, a sale or other disposition of all or substantially all of the
assets of the Company or the acquisition of assets or stock of another entity (a
“Business Combination”), in each case, unless, following such Business
Combination, (1) all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities immediately prior to such
Business Combination beneficially own, directly or indirectly, more than 50
percent of, respectively, the then-outstanding shares of common stock (or, for a
non-corporate entity, equivalent securities) and the combined voting power of
the then-outstanding voting securities entitled to vote generally in the
election of directors (or, for a non-corporate entity, equivalent governing
body), as the case may be, of the entity resulting from such Business
Combination (including without limitation an entity that as a result of such
transaction owns the Company or all or substantially all of the Company153s assets
either directly or through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such Business Combination
of the Outstanding Company Common Stock and Outstanding Company Voting
Securities, as the case may be, (2) no Person (excluding the Company, a
Subsidiary of the Company, any entity resulting from a Business Combination or
any employee benefit plan (or related trust) thereof) beneficially owns,
directly or indirectly, 30 percent or more of the then-outstanding shares of
common stock of the entity resulting from such Business Combination or 30
percent or more of the combined voting power of the then-outstanding voting
securities entitled to vote generally in the election of directors of such
entity, except to the extent that such ownership existed prior to the Business
Combination and (3) at least a majority of the members of the board of directors
(or, for a non-corporate entity, equivalent governing body), of the entity
resulting from such Business Combination were members of the Incumbent Board at
the time of the execution of the initial agreement, or of the action of the
Board, providing for such Business Combination;

(d) approval by the shareowners of the Company of a complete liquidation or
dissolution of the Company.

“Code” means the Internal Revenue Code of 1986, as amended.

17

“Company” has the meaning set forth in the first paragraph of this Agreement,
and shall include any successor to the Company pursuant to Section 10(c).

“Confidential Information” means (a) all technical and business information
of the Company and the Affiliated Companies, whether patentable or not, which is
of a confidential, trade secret and/or proprietary character and that is either
developed by the Executive (alone or with others) or to which the Executive has
had access during the Executive153s employment, (b) all confidential evaluations,
and (c) the confidential use or non-use by the Company or any Affiliated Company
of technical or business information in the public domain.

“Date of Termination” means (a) if the Executive153s employment is terminated
as a result of the Executive153s death or Disability, the date on which the
Executive153s termination becomes effective pursuant to Section 3(a), and (b)
otherwise, as defined in Section 3(e).

“Disability” means the absence of the Executive from the Executive153s duties
with the Company on a full-time basis for 180 consecutive business days as a
result of incapacity due to mental or physical illness or injury that is
determined to be total and permanent by a physician selected by the Company or
its insurers and acceptable to the Executive or the Executive153s legal
representative.

“Employment Agreement” means any employment agreement between the Company or
any of the Affiliated Companies that may hereafter be entered into.

“Executive” has the meaning set forth in the first paragraph of this
Agreement.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excise Tax” means the excise tax imposed by Section 4999 of the Code,
together with any interest or penalties imposed with respect to such excise tax.

“Good Reason” means the occurrence of any one or more of the following
conditions without the consent of the Executive: (a) any material diminution of
the Executive153s authority, duties or responsibilities; (b) any material failure
by the Company to comply with any of the provisions of Section 2(a)(1) or
Section 2(b); (c) any purported termination by the Company of the Executive153s
employment otherwise than as expressly permitted by this Agreement; or (d) any
failure by the Company to comply with and satisfy Section10(c).

18

“Individual SERP” means individual agreements between the Executive and the
Company or the Affiliated Companies regarding the provisions of supplemental
retirement benefits such as (but not limited to) post-retirement income and/or
welfare benefits.

“Net After-Tax Receipt” shall mean the present value (as determined in
accordance with Sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of a
Payment net of all taxes imposed on the Executive with respect thereto under
Sections 1 and 4999 of the Code and under applicable state and local laws,
determined by applying the highest marginal rate under Section 1 of the Code and
under state and local laws which applied to the Executive153s taxable income for
the immediately preceding taxable year, or such other rate(s) as the Accounting
Firm determined to be likely to apply to the Executive in the relevant tax
year(s).

“Notice of Termination” means a written notice of the termination of the
Executive153s employment that (a) indicates the specific termination provision in
this Agreement relied upon, (b) to the extent applicable, sets forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive153s employment under the provision so indicated, and
(c) specifies the Date of Termination (which shall be not earlier than the date
such notice is given and not later than 30 days thereafter).

“Other Agreement” means any contract or agreement between the Company or any
of the Affiliated Companies and the Executive, excluding any Employment
Agreement and this Agreement and including without limitation any Individual
SERP.

“Other Benefits” means any amounts or benefits required to be paid or
provided or which the Executive is eligible to receive under any Other Plan or
Other Agreement.

“Other Plan” means any plan, program, policy or practice provided by the
Company or any of the Affiliated Companies, excluding this Agreement, any
Employment Agreement and any Other Agreements.

“Overpayment” has the meaning set forth in Section 7(c).

“Parachute Value” of a Payment means the present value as of the date of the
change of control for purposes of Section 280G of the Code of the portion of
such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of
the Code, as determined by the Accounting Firm for purposes of determining
whether and to what extent the Excise Tax will apply to such Payment.

“Payment” means any payment or distribution in the nature of compensation
(within the meaning of Section 280G(b)(2) of the Code) to or for the

19

benefit of the Executive, whether paid or payable pursuant to this Agreement
or otherwise.

“Person” means any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Exchange Act.

“Protected Period” has the meaning set forth in the first sentence of Section
2.

“Release” has the meaning set forth in Section 4(a).

“Release Deadline” means the 50th day following the Date of Termination.

“Retiree Welfare Benefits” means retiree benefits pursuant to any of the
Specified Welfare Benefits.

“Retirement Plan” means the Monsanto Company Pension Plan and any successor
thereto, and any other qualified defined benefit retirement plans of the Company
and the Affiliated Companies, in each case to the extent the Executive was
entitled to participate therein immediately before the Date of Termination.

“Safe Harbor Amount” means (x) 3.0 times the Executive153s “base amount,”
within the meaning of Section 280G(b)(3) of the Code, minus (y) $1.00.

“Section 280G Change of Control” means an event in respect of the Company
that is described in Section 280G(b)(2)(A)(i) of the Code.

“SERP” means the Monsanto Company ERISA Parity Pension Plan, and any
successors thereto, and any other “top hat,” excess or supplemental defined
benefit retirement plans of the Company and the Affiliated Companies, in each
case to the extent the Executive is entitled to participate therein immediately
before the Date of Termination.

“Severance Period” means the period of two years beginning on the Date of
Termination.

“Specified Welfare Benefits” means medical, prescription drug, dental,
vision, disability and life insurance benefits that are substantially comparable
to those that would have been provided to the Executive and the Executive153s
family pursuant to Section 2(b)(4), if the Executive had remained employed by
the Company during the Severance Period. Specified Welfare Benefits shall not
include the benefit of making pre-tax contributions to any cafeteria or flexible
spending plan.

“Subsidiary” of any entity means any corporation, partnership, joint venture,
limited liability company, or other entity or enterprise of which the first

20

entity owns or controls, directly or indirectly, 50% or more of the
outstanding shares of stock normally entitled to vote for the election of
directors, or of comparable equity participation and voting power.

“Taxes” means all federal, state, local and foreign income, excise, social
security and other taxes (other than the Excise Tax and any taxes, interest and
penalties imposed pursuant to Section 409A of the Code) and any associated
interest and penalties.

“Term of this Agreement” means the period beginning on the date of this
Agreement and ending on the following August 31; provided,
however, that beginning on that August 31, and on each August 31
thereafter, the Term of this Agreement shall be automatically extended so as to
terminate on the first anniversary of such August 31, unless the Company shall
give notice to the Executive before the immediately preceding July 1 that the
Term of this Agreement shall not be so extended.

“Underpayment” has the meaning set forth in Section 7(c).

21

IN WITNESS WHEREOF, the Executive has hereunto set the Executive153s hand and,
pursuant to the authorization from its Board of Directors, the Company has
caused these presents to be executed in its name on its behalf, all as of the
day and year first above written.

	EXECUTIVE _____________________________
	MONSANTO COMPANY
	By:
	Steven C. Mizell, Executive Vice President, Human Resources
	Date: _____________________, 20__

22

Exhibit A

Form of Release

THIS RELEASE MUST BE SIGNED AND RETURNED BY _________, 20__. YOU MAY NOT MAKE
ANY CHANGES TO THIS FORM.

Monsanto Company, on its own behalf and on behalf of its subsidiaries,
affiliates, successors and predecessors (collectively, the “Company”), and I
agree as follows:

(a) Consideration: I will receive the severance pay and
benefits provided for in Section 4(a) of the attached Change-of-Control
Employment Security Agreement in exchange for this Release.

(b) Employment Termination: My employment with the Company has ended
and I agree never to seek employment with the Company or its affiliates in the
future.

(c) Claims Released: I represent that I have not been the victim of
age discrimination or any other type of discrimination or wrongful act in
connection with my employment with the Company. Consistent with this, I release
the Company, its current and former subsidiaries and affiliates, and their
employees or agents and related parties from all known or unknown claims, if
any, that I presently could have arising out of my employment with the Company
or the termination of my employment, including, without limitation, any rights
or claims arising under any statute or regulation, including the Age
Discrimination in Employment Act of 1967, Title VII of the Civil Rights Act of
1964, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990,
or the Family and Medical Leave Act of 1993, each as amended, any state or local
Fair Employment Practices Act, or any other federal, state or local law,
regulation, ordinance or common law, or under any policy, agreement, contract,
understanding or promise, written or oral, formal or informal, except (1) claims
for payments and benefits to which I am entitled under the attached
Change-of-Control Employment Security Agreement, (2) claims for the Other
Benefits (as defined in the attached Change-of-Control Employment Security
Agreement) identified on Schedule I hereto, (3) claims in my capacity as a
shareowner, and (4) claims under the director and officer indemnification and
insurance programs and policies of the Company and its affiliates.

(d) Promise Not to File Claims: I promise never to file any lawsuit
based on a released claim and I will withdraw with prejudice any such lawsuit
that may already be pending. I promise never to seek any damages, remedies, or
other relief for myself personally (any right to which I hereby waive) by
prosecuting a charge with any administrative agency with respect to any claim
released by this Release.

(e) Acknowledgements: I am executing this Release of my own
volition. I have been advised to consult with an attorney of my choice prior to
signing this Release. I understand and agree that I have the right and have been
given the opportunity to review this Release with an attorney of my choice
should I so desire. I also agree that I have entered into this Release freely
and voluntarily. I have been given at least [21] [45] calendar days to consider
the terms of this Release[, along with the information provided on Attachment A

Appendix A – 23

hereto], although I may sign it sooner if I wish. Furthermore, once I have
signed this Release, I have seven additional days to revoke this Release and
must do so by writing to [INSERT NAME/ADDRESS]. This Release shall not be
effective, and no payments shall be due under Section 4(a) of the
Change-of-Control Employment Security Agreement, until the eighth day after I
shall have executed this Release and returned it to the Company, assuming that I
have not revoked this Release prior to such date.

READ THIS RELEASE, AND CAREFULLY CONSIDER ALL OF ITS PROVISIONS BEFORE
SIGNING IT. YOU WILL HAVE UNTIL THE DATE INDICATED IN THE FIRST LINE ABOVE IN
WHICH TO CONSIDER IT. THIS RELEASE INCLUDES A RELEASE OF KNOWN AND UNKNOWN
CLAIMS. YOU SHOULD CONSULT YOUR ATTORNEY (AT YOUR OWN EXPENSE).

I have carefully read this Release, I fully understand what it means, and I
am entering into it voluntarily.

_____________________ _______________________________________

Date Signature

_______________________________________

Printed Name

Acknowledged and Agreed:

______________________________________

On behalf of Monsanto Company

Appendix A – 24