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Supplemental Retirement Benefit Letter - Monsanto Co. and Steven L. Engelberg



                                            Monsanto Company
RICHARD J. MAHONEY                          800 N. Lindbergh Boulevard
Chairman and                                St. Louis, Missouri 63167
Chief Executive Officer                     Phone: (314) 694-3756

                                                   April 22, 1994

Mr. Steven L. Engelberg
Monsanto Company
Suite 1100
700 14th Street
Washington, D.C. 20005

Dear Steve:

It is my pleasure to advise you that the Executive Compensation and
Development Committee of the Board ("ECDC") at its October 21, 1993 meeting,
reviewed the retirement benefits which will be available to you under the
Company's Salaried Employees' Pension Plan ("Pension Plan") and the Monsanto
ERISA Parity Pension Plan ("Parity Pension Plan"). In recognition of the
experience and expertise which you have brought to the Company, and in
recognition of your potential service with the Company, the ECDC has
determined to award you, subject to certain conditions, a Supplemental
Retirement Benefit equal to 45% of your "Average Total Earnings," as defined
in the Pension Plan, less (i) the benefit you will receive from the Monsanto
Pension and Pension Parity Plans and (ii) the benefit you would receive from
two-thirds of $702,843 increased by 8.5% interest compounded annually per
year from January 1, 1993 to the date of your retirement. Conversion of this
lump sum to an annuity will be based on the lump sum conversion factors in
the pension plan. Your account balances in the Monsanto Savings and
Investment Plan and the Monsanto Company ERISA Parity Savings and Investment
Plan will not be included as an offset. Except as specifically provided
below, the Supplemental Retirement Benefit will not be payable unless you
accrue at least ten years of vesting service with Monsanto. Any optional
payment form you elect under the Parity Pension Plan will also apply to the
Supplemental Retirement Benefit, using the same actuarial factors as are
used under the Pension Plan.

If you die while employed by Monsanto, are married, and your spouse
survives you, she will be entitled to receive a sur-


vivor's benefit equal to 50% of this Supplemental Retirement Benefit. Her
Supplemental Retirement Benefit would be paid for the remainder of her life.

If you involuntarily terminate employment without cause for reasons beyond
your control after five years of employment and there has been no Change of
Control of the Company, the Supplemental Retirement Benefit payable to you
will be prorated as follows:

         a.       Your Supplemental Retirement Benefit will be calculated as
                  described above but assuming you remained employed until
                  your tenth employment anniversary. For this calculation, a
                  5% annual salary increase will be assumed in determining
                  your Average Total Earnings and the amount of the Pension
                  Plan and Parity Pension Plan offsets.

         b.       Your benefit will be prorated 20% for each year of
                  employment, beginning after your fifth employment
                  anniversary until the full benefit is payable after ten
                  years of employment.

If you Terminate Employment with the Company after a Change of Control of
the Company, your Supplemental Retirement Benefit will be an amount equal to
45% of your Average Total Earnings calculated in the same way it is
calculated in subparagraph "a" above, less the offsets described in the
first paragraph of this agreement with the result then multiplied by a
fraction, the numerator of which is your actual years of Vesting Service and
denominator of which is ten. The terms "Change of Control" and "Terminate
Employment" have the same meanings they do in your Key Executive Employment
Agreement, which, to the extent necessary, is incorporated by reference
herein and made a part hereof.

If you choose to do so, you may request deferral of your Supplemental
Retirement Benefit if you make a timely request before retirement. The terms
and conditions of this deferral option are described in Attachment A, which
is hereby incorporated in this Agreement.

This Supplemental Retirement Benefit will be separate from and in addition
to any pension benefit which you are entitled to receive under the Company's
Pension Plan and the Parity Pension Plan.

This Supplemental Retirement Benefit may be terminated in whole or in part
at any time by the ECDC if, after your Monsanto employment ends, you become
employed by or be retained


in any manner by a chemical, pharmaceutical or other company in competition
with Monsanto.

This Supplemental Retirement Benefit may not be assigned by you, and any
attempted assignment, pledge or other transfer shall be void. If any court,
agency, or other party orders or is otherwise successful in obtaining an
order for transfer in whole or in part of the Supplemental Retirement
Benefit, it shall thereupon be deemed automatically terminated in full.

I am pleased to be able to offer this Supplemental Retirement Benefit on
behalf of the Company. Please acknowledge your receipt and acceptance of
this agreement by signing and returning one copy to my office.

                                            Very truly yours,

                                            MONSANTO COMPANY

                                            By  /s/ Richard J. Mahoney
                                                 Richard J. Mahoney

Received and Acknowledged:

/s/ Steven L. Engelberg
Steven L. Engelberg

Date:  June 1, 1994

                                                                  Attachment A

                             STEVEN L. ENGELBERG


Supplemental Retirement Benefit Deferral Option

You may request deferral of your Supplemental Retirement Benefit if you
submit a timely request at least six months prior to retirement. The
Employee Benefits Plans Committee will consider your deferral request, and
if it is approved, you will be permitted to defer payment of your
Supplemental Retirement Benefit on the same terms and conditions as
permitted under the ERISA Pension Parity Plan ("Parity Plan"). For this
reason, the terms and conditions of the Parity Plan are incorporated by
reference herein and made a part of this Agreement.

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