Bylaws – Monsanto Co.

MONSANTO COMPANY

BYLAWS

As Amended Effective June 8, 2011

Agent and Corporate Offices

1. Registered Office; Registered Agent

The registered office of Monsanto Company (the “Company”), shall be located
in the State of Delaware and shall be at such address as shall be set forth in
the Certificate of Incorporation of the Company (as the same may be amended from
time to time, including by any Certificate of Designation, the “Certificate of
Incorporation”) or otherwise determined by the Board of Directors. The
registered agent of the Company at such address shall be as set forth in the
Certificate of Incorporation or otherwise determined by the Board of Directors.

2. Other

The Company shall have its General Offices in the County of St. Louis, State
of Missouri, and may also have offices at such other places both within or
without the State of Delaware as the Board of Directors may from time to time
designate or the business of the Company may require.

Shareowners153 Meetings

3. Annual Meeting

An annual meeting of shareowners shall be held on such day and at such time
as may be designated by the Board of Directors for the purpose of electing
Directors and for the transaction of such other business as properly may come
before such meeting. Any previously scheduled annual meeting of the shareowners
by the Board of Directors may be postponed, canceled or rescheduled by
resolution of the Board of Directors upon public notice given on or prior to the
date previously scheduled for such annual meeting of shareowners.

4. Business to be Conducted at Annual Meeting

(a) At an annual meeting of shareowners, only such business (other than
nominations of directors, which must be made in compliance with, and shall be
exclusively governed by, Section 8 of these Bylaws) shall be conducted as shall
have been brought before the meeting (i) pursuant to the Company153s notice of the
meeting (or supplement thereto), (ii) by or at the direction of the Board of
Directors or any committee thereof or (iii) by any shareowner of the Company who
is a shareowner of record at the time of giving of the notice provided for in
this Bylaw and at the time of the annual meeting, who shall be entitled to vote

at such meeting and who shall have complied with the notice procedures set
forth in this Bylaw; clause (iii) shall be the exclusive means for a shareowner
to submit such business (other than matters properly brought under Rule 14a-8
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and
included in the Company153s notice of meeting) before an annual meeting of
stockholders.

(b) For any such business to be properly brought before an annual meeting by
a shareowner pursuant to Section (a)(iii) of this Bylaw, such proposed business
must constitute a proper matter for shareowner action and notice in writing must
be delivered or mailed to the Secretary and received at the General Offices of
the Company, by the close of business on a day not less than 90 days nor more
than 120 days prior to the first anniversary of the preceding year153s annual
meeting; provided, however, that in the event that the date of the meeting is
more than 30 days before or more than 60 days after such anniversary date,
notice by the shareowner must be received not earlier than the close of business
on the 120th day prior to the date of such annual meeting and not later than the
close of business on the later of the 90th day prior to the date of such annual
meeting or, if the first public announcement of the date of such advanced or
delayed annual meeting is less than 100 days prior to the date of such annual
meeting, the tenth day following the day on which public announcement of the
date of the annual meeting is first made. In no event shall any adjournment or
postponement of an annual meeting or the announcement thereof commence a new
time period (or extend any time period) for the giving of a shareowner153s notice
as described above. Such shareowner153s notice shall set forth as to each matter
the shareowner proposes to bring before the annual meeting (i) a brief
description of the business to be brought before the annual meeting and the
reasons for conducting such business at such meeting, and the text of the
proposal or business (including the text of any resolutions proposed for
consideration and, in the event that such business includes a proposal to amend
the Bylaws of the Company, the text of the proposed amendment); (ii) as to the
shareowner giving the notice and the beneficial owner, if any, on whose behalf
the proposal is made, (A) the name and address, as they appear on the Company153s
books, of such shareowner and of such beneficial owner, (B) the class or series
and number of shares of the Company153s stock which are, directly or indirectly,
owned beneficially and of record, by such shareowner and such beneficial owner,
(C) any option, warrant, convertible security, stock appreciation right, or
similar right with an exercise or conversion privilege or a settlement payment
or mechanism at a price related to any class or series of shares of the Company
or with a value derived in whole or in part from the value of any class or
series of shares of the Company, whether or not such instrument or right shall
be subject to settlement in the underlying class or series of capital stock of
the Company or otherwise (a “Derivative Instrument”) directly or indirectly
owned beneficially by such shareowner or beneficial owner and any other direct
or indirect opportunity to profit or share in any profit derived from any
increase or decrease in the value of shares of the Company, (D) any proxy,
contract, arrangement, understanding, or relationship pursuant to which such
shareowner or beneficial owner has a right to vote any shares of any security of
the Company, (E) any short interest of such shareowner or beneficial owner in
any security of the Company (for purposes of this Bylaw a person shall be deemed
to have a short interest in a security if such person directly or indirectly,
through any contract, arrangement, understanding, relationship or

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otherwise, has the opportunity to profit or share in any profit derived from
any decrease in the value of the subject security), (F) any rights to dividends
on the shares of the Company owned beneficially by such shareowner or beneficial
owner that are separated or separable from the underlying shares of the Company,
(G) any proportionate interest in shares of the Company or Derivative
Instruments held, directly or indirectly, by a general or limited partnership in
which such shareowner or beneficial owner is a general partner or, directly or
indirectly, beneficially owns an interest in a general partner, (H) any
performance-related fees (other than an asset-based fee) that such shareowner or
beneficial owner is entitled to based on any increase or decrease in the value
of shares of the Company or Derivative Instruments, if any, as of the date of
such notice, including without limitation any such interests held by members of
such shareowner153s or beneficial owner153s immediate family sharing the same
household (which information shall be supplemented by such shareowner and
beneficial owner not later than 10 days after the record date for the meeting to
disclose such ownership as of the record date), and (I) any other information
relating to such shareowner and beneficial owner that would be required to be
disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for, as applicable, the proposal and/or
for the election of directors in a contested election pursuant to Section 14 of
the Exchange Act and the rules and regulations promulgated thereunder; (iii) any
material interest of the shareowner, and of the beneficial owner, if any, on
whose behalf the proposal is made, in such business; (iv) a description of all
agreements, arrangements and understandings between such shareowner and
beneficial owner, if any, and any other person or persons (including their
names) in connection with the proposal of such business by the shareowner; (v) a
representation that the shareowner is a holder of record of stock of the
Company, entitled to vote at such meeting, and intends to appear in person or by
proxy at the meeting to propose such business; and (vi) a representation as to
whether the shareowner or the beneficial owner, if any, intends, or is, or
intends to be part of a group that intends, (A) to deliver a proxy statement
and/or form of proxy to holders of at least the percentage of the Company153s
outstanding capital stock required to approve or adopt the proposal and/or (B)
otherwise to solicit proxies or votes from shareowners in support of such
proposal. For purposes of these Bylaws, “public announcement” shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable news service or in a document publicly filed or furnished by
the Company with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(b) of the Exchange Act, and the meaning of the term “group” shall be
within the meaning ascribed to such term under Section 13(d)(3) of the Exchange
Act.

(c) Notwithstanding anything in these Bylaws to the contrary, no business
shall be conducted at an annual meeting except in accordance with the procedures
set forth in this Bylaw. Except as otherwise provided by law, the chairman of
the meeting may, if the facts warrant, determine that the business was not
properly brought before the meeting in accordance with the provisions of this
Bylaw; and if the chairman should so determine, the chairman shall so declare to
the meeting, and any such business not properly brought before the meeting shall
not be transacted. Notwithstanding the foregoing provisions of this Section 4, a
shareowner shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this Bylaw provided,

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however, that any references in these Bylaws to the Exchange Act or the rules
promulgated thereunder are not intended to and shall not limit the requirements
applicable to be considered pursuant to Section 4(a)(iii) of this Bylaw. Nothing
in this Bylaw shall be deemed to affect any rights of shareowners to request
inclusion of proposals in the Company153s proxy statement pursuant to Rule 14a-8
under the Exchange Act. The provisions of this Section 4 shall also govern what
constitutes timely notice for purposes of Rule 14a-4(c) of the Exchange Act.

5. Special Meetings

Special meetings of shareowners, unless otherwise provided by the law of
Delaware, may be called only pursuant to resolution of the Board of Directors.
The Board of Directors shall have the sole right to determine the proper purpose
or purposes of such meeting. Business transacted at a special meeting of
shareowners shall be confined to the purpose or purposes of the meeting as
stated in the notice of such meeting. Any previously scheduled special meeting
of the shareowners by the Board of Directors may be postponed, rescheduled or
canceled by resolution of the Board of Directors upon notice by public
announcement given on or prior to the date previously scheduled for such special
meeting of shareowners.

6. Place of Meetings

All meetings of shareowners shall be held at the General Offices of the
Company in the County of St. Louis, State of Missouri, unless otherwise
determined by resolution of the Board of Directors; provided that the Board may,
in its sole discretion, determine that the meeting shall not be held at any
place, but may instead be held solely by means of remote communication as
authorized by Section 211(a)(2) of the General Corporation Law of the State of
Delaware (the “General Corporation Law of Delaware”).

7. Notice of Meetings

(a) Except as otherwise required by the law of Delaware, notice of each
meeting of the shareowners, whether annual or special, shall be given, by or at
the direction of the Secretary or Chief Executive Officer, except that (i) it
shall not be necessary to give notice to any shareowner who properly waives
notice before or after the meeting, whether in writing or by electronic
transmission or otherwise, and (ii) no notice of an adjourned meeting need be
given except when required under these Bylaws or by law. Each notice of a
meeting shall be given, personally or by mail or, as provided below, by means of
electronic transmission, not less than ten (10) nor more than sixty (60) days
before the meeting and shall state the date, time and place of the meeting, or
if held by remote communications, the means of remote communications by which
shareowners and proxyholders may be deemed to be present in person and vote at
such meeting, the record date for determining the shareowners entitled to vote
at the meeting and, if different, the record date for shareowners entitled to
notice of the meeting, and unless it is the annual meeting, shall state at whose
direction or request the meeting is called and the purposes for which it is
called. The attendance of any shareowner at a meeting, without protesting at the
beginning of the meeting that the meeting is not lawfully

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called or convened, shall constitute a waiver of notice by him or her; and
the requirement of notice may also be waived in accordance with Section 63 of
these Bylaws.

(b) Without limiting the manner by which notice otherwise may be given
effectively to shareowners, any notice to a shareowner given by the Company may
be given by a form of electronic transmission consented to by the shareowner to
whom the notice is given. Any such consent shall be revocable by the shareowner
by written notice to the Company. Any such consent shall be deemed revoked (i)
if the Company is unable to deliver by electronic transmission two consecutive
notices given by the Company in accordance with such consent and (ii) such
inability becomes known to the Secretary or an Assistant Secretary of the
Company or to the transfer agent or other person responsible for the giving of
notice; provided, however, the inadvertent failure to treat such inability as a
revocation shall not invalidate any meeting or other action. For purposes of
these Bylaws, “electronic transmission” means any form of communication, not
directly involving the physical transmission of paper, that creates a record
that may be retained, retrieved and reviewed by a recipient thereof, and that
may be directly reproduced in paper form by such a recipient through an
automated process.

(c) Notice shall be deemed given, if mailed, when deposited in the United
States mail with postage prepaid, if addressed to a shareowner at his or her
address on the Company153s records. Notice given by electronic transmission shall
be deemed given (i) if by facsimile, when directed to a number at which the
shareowner has consented to receive notice; (ii) if by electronic mail, when
directed to an electronic mail address at which the shareowner has consented to
receive notice; (iii) if by posting on an electronic network together with
separate notice to the shareowner of such specific posting, upon the later of
(A) such posting and (B) the giving of such separate notice; and (iv) by any
other form of electronic transmission, when directed to the shareowner.

(d) An affidavit of the Secretary or an Assistant Secretary or of the
transfer agent or other agent of the Company that the notice has been given,
whether by a form of electronic transmission or otherwise, shall, in the absence
of fraud, be prima facie evidence of the facts stated therein.

8. Nominations of Directors

(a) Only persons who are nominated in accordance with the procedures set
forth in these Bylaws shall be eligible for election as Directors. Nominations
of persons for election to the Board of Directors may be made at a meeting of
shareowners (i) pursuant to the Company’s notice of meeting (or any supplement
thereto), (ii) by or at the direction of the Board of Directors or any committee
thereof or (iii) by any shareowner of the Company who is a shareowner of record
at the time of giving of the notice provided for in this Bylaw and at the time
of the annual meeting, who shall be entitled to vote for the election of
Directors at the meeting and who complies with the notice procedures set forth
in this Bylaw; clause (ii) shall be the exclusive means for a shareowner to make
nominations of persons for election to the Board of Directors at an annual
meeting of shareowners.

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To be eligible to be a nominee for election or reelection as a director of
the Company, the prospective nominee (whether nominated by or at the direction
of the Board of Directors or by a shareowner), or someone acting on such
prospective nominee153s behalf, must deliver (in accordance with any applicable
time periods prescribed for delivery of notice under this Bylaw) to the
Secretary at the General Offices of the Company a written questionnaire with
respect to the background and qualification of such person and the background of
any other person or entity on whose behalf the nomination is being made (which
questionnaire shall be provided by the Secretary upon written request). The
prospective nominee must also provide a written representation and agreement, in
the form provided by the Secretary upon written request, that such prospective
nominee: (A) will abide by the requirements of Section 11(b)(ii) of the Bylaws;
(B) is not and will not become a party to (1) any agreement, arrangement or
understanding with, and has not given any commitment or assurance to, any person
or entity as to how such prospective nominee, if elected as a director of the
Company, will act or vote on any issue or question (a “Voting Commitment”) that
has not been disclosed to the Company or (2) any Voting Commitment that could
limit or interfere with such prospective nominee153s ability to comply, if elected
as a director of the Company, with such prospective nominee153s fiduciary duties
under applicable law; (C) is not and will not become a party to any agreement,
arrangement or understanding with any person or entity other than the Company
with respect to any direct or indirect compensation, reimbursement or
indemnification in connection with service or action as a director that has not
been disclosed therein; and (D) would be in compliance if elected as a director
of the Company, and will comply with all applicable corporate governance,
conflict of interest, confidentiality and stock ownership and trading policies
and guidelines of the Company. For purposes of this Section 8(a), a “nominee”
shall include any person being considered to fill a vacancy on the Board of
Directors.

(b) Any nominations by shareowners shall be made pursuant to notice in
writing, delivered or mailed to the Secretary and received at the General
Offices of the Company (i) in the case of an annual meeting, by the close of
business on a day not less than 90 days nor more than 120 days prior to the
first anniversary of the preceding year153s annual meeting, provided, however,
that in the event that the date of the meeting is more than 30 days before or
more than 60 days after such anniversary date, notice by the shareowner must be
received not earlier than the close of business on the 120th day prior to such
annual meeting and not later than the close of business on the later of the 90th
day prior to such annual meeting or the tenth day following the day on which
public announcement of the date of the meeting is first made; or (ii) in the
case of a special meeting at which the Board of Directors gives notice that
Directors are to be elected, not earlier than the 120th day prior to the date of
such special meeting and not later than the close of business on the later of
the 90th day prior to the date of such special meeting or, if the first public
announcement of the date such special meeting is less than 100 days prior to the
date of such special meeting, the tenth day following the day on which public
announcement of the date of the meeting and of the nominees proposed by the
Board of Directors to be elected at such meeting is first made. In no event
shall any adjournment or postponement of an annual or special meeting or the
announcement thereof commence a new time period (or extend any time period) for
the giving of a shareowner153s notice as described above. In the case of a special
meeting of

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shareowners at which the Board of Directors gives notice that Directors are
to be elected, shareowners may nominate a person or persons (as the case may be)
for election only to such position(s) as are specified in the Company153s notice
of meeting as being up for election at such meeting. Such shareowner153s notice
shall set forth (i) as to each person whom the shareowner proposes to nominate
for election or reelection as a Director, (A) all information relating to such
person that would be required to be disclosed in solicitations of proxies for
election of Directors, or is otherwise required, in each case pursuant to and in
accordance with Regulation 14A under the Exchange Act (including such person153s
written consent to being named in the proxy statement as a nominee and to
serving as a Director if elected) and (B) a description of all direct and
indirect compensation and other material monetary agreements, arrangements and
understandings during the past three years, and any other material
relationships, between or among such shareowner and beneficial owner, if any, on
whose behalf the nomination is being made, and their respective affiliates and
associates, or others acting in concert therewith, on the one hand, and each
proposed nominee, and his or her respective affiliates and associates, or others
acting in concert therewith, on the other hand, including, without limitation
all information that would be required to be disclosed pursuant to Rule 404
promulgated under Regulation S-K if the shareowner making the nomination and any
beneficial owner on whose behalf the nomination is made, if any, or any
affiliate or associate thereof or person acting in concert therewith, were the
“registrant” for purposes of such rule and the nominee were a director or
executive officer of such registrant; (ii) as to the shareowner giving the
notice and the beneficial owner on whose behalf the nomination is made, (A) the
name and address, as they appear on the Company153s books, of such shareowner and
of such beneficial owner, (B) the class or series and number of shares of the
Company153s stock which are, directly or indirectly, owned beneficially and of
record, by such shareowner and such beneficial owner, (C) any Derivative
Instrument directly or indirectly owned beneficially by such shareowner or
beneficial owner and any other direct or indirect opportunity to profit or share
in any profit derived from any increase or decrease in the value of shares of
the Company, (D) any proxy, contract, arrangement, understanding, or
relationship pursuant to which such shareowner or beneficial owner has a right
to vote any shares of any security of the Company, (E) any short interest of
such shareowner or beneficial owner in any security of the Company (for purposes
of this Bylaw a person shall be deemed to have a short interest in a security if
such person directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise, has the opportunity to profit or share
in any profit derived from any decrease in the value of the subject security),
(F) any rights to dividends on the shares of the Company owned beneficially by
such shareowner or beneficial owner that are separated or separable from the
underlying shares of the Company, (G) any proportionate interest in shares of
the Company or Derivative Instruments held, directly or indirectly, by a general
or limited partnership in which such shareowner or beneficial owner is a general
partner or, directly or indirectly, beneficially owns an interest in a general
partner, (H) any performance-related fees (other than an asset-based fee) that
such shareowner or beneficial owner is entitled to based on any increase or
decrease in the value of shares of the Company or Derivative Instruments, if
any, as of the date of such notice, including without limitation any such
interests held by members of such shareowner153s or beneficial owner153s immediate
family sharing the same household (which information shall be supplemented by
such shareowner and beneficial

7

owner not later than 10 days after the record date for the meeting to
disclose such ownership as of the record date), and (I) any other information
relating to such shareowner and beneficial owner that would be required to be
disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for, as applicable, the proposal and/or
for the election of directors in a contested election pursuant to Section 14 of
the Exchange Act and the rules and regulations promulgated thereunder; (iii) a
representation that the shareowner is a holder of record of stock of the Company
entitled to vote at such meeting and intends to appear in person or by proxy at
the meeting to propose such nomination; and (iv) a representation as to whether
the shareowner or the beneficial owner, if any, intends, or is or intends to be
part of a group that intends, (A) to deliver a proxy statement and/or form of
proxy to holders of at least the percentage of the Company153s outstanding capital
stock required to elect the nominee and/or (B) otherwise to solicit proxies or
votes from shareowners in support of such nomination. At the request of the
Board of Directors, any person nominated by the Board of Directors for election
as a Director shall furnish to the Secretary that information required to be set
forth in a shareowner153s notice of nomination which pertains to the nominee. The
Company may require any proposed nominee to furnish such other information as
may reasonably be required by the Company to determine the eligibility of such
proposed nominee to serve as an independent Director of the Company or that
could be material to a reasonable shareowner153s understanding of the
independence, or lack thereof, of such nominee. Notwithstanding anything in this
Bylaw to the contrary, in the event that the number of Directors to be elected
to the Board of Directors of the Company at an annual meeting is increased
effective after the time period for which nominations would otherwise be due
under this Section 8(b) and there is no public statement naming all the nominees
for the additional Directorships at least 100 days prior to the first
anniversary of the preceding year153s annual meeting, a shareowner153s notice
required by this Bylaw shall also be considered timely, but only with respect to
nominees for such additional Directorships, if it shall be delivered to the
Secretary at the principal offices of the Company not later than the close of
business on the 10th day following the day on which such public announcement is
first made by the Company.

(c) No person shall be eligible for election as a Director of the Company
unless nominated in accordance with the procedures set forth in these Bylaws.
Except as otherwise provided by law, the Certificate of Incorporation or these
Bylaws, the chairman of the meeting may, if the facts warrant, determine that a
nomination was not made in accordance with the procedures prescribed in this
Bylaw; and if the chairman should so determine, the chairman shall so declare to
the meeting, and the defective nomination shall be disregarded. Notwithstanding
the foregoing provisions of this Section 8, a shareowner shall also comply with
all applicable requirements of the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth in this Bylaw; provided,
however, that any references in these Bylaws to the Exchange Act or the rules
promulgated thereunder are not intended to and shall not limit the requirements
applicable to nominations to be considered pursuant to Section 8(a)(ii) of this
Bylaw. Nothing in this Section 8 shall be deemed to affect any rights of the
holders of any series of preferred stock of the Company to elect directors
pursuant to any applicable provisions of the Certificate of Incorporation.

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9. List of Shareowners

(a) Not less than ten (10) days prior to the date of any meeting of
shareowners, the Secretary of the Company shall prepare a complete list of
shareowners entitled to vote at the meeting (provided, however, if the record
date for determining the shareowners entitled to vote is less than ten (10) days
before the date of the meeting, the list shall reflect the shareowners entitled
to vote as of the tenth day before the meeting date), arranged in alphabetical
order and showing the address of each shareowner and the number of shares
registered in the name of such shareowner; provided, that the Company shall not
be required to include electronic mail addresses or other electronic contact
information on such list. For a period of not less than ten (10) days prior to
the meeting, the list shall be available during ordinary business hours for
inspection by any shareowner for any purpose germane to the meeting. During this
period, the list shall be kept either (1) on a reasonably accessible electronic
network, provided that the information required to gain access to such list is
provided with the notice of the meeting or (2) during ordinary business hours,
at the principal place of business of the Company. If the Company determines to
make the list available on an electronic network, the Company may take
reasonable steps to ensure that such information is available only to
shareowners of the Company. If the meeting is to be held at a place, then the
list shall be produced and kept at the time and place of the meeting during the
whole time thereof, and may be inspected by any shareowner who is present. If
the meeting is to be held solely by means of remote communication, then the list
shall also be open to the examination of any shareowner during the whole time of
the meeting on a reasonably accessible electronic network, and the information
required to access such list shall be provided with the notice of the meeting.

(b) The stock ledger of the Company shall be the only evidence as to the
identity of the shareowners entitled (i) to vote in person or by proxy at any
meeting of shareowners, or (ii) to exercise the rights in accordance with
Delaware law to examine the stock ledger, the list required by this Bylaw or the
books and records of the Company, or for any other purpose permitted under
Delaware law.

10. Quorum; Adjournment

The holders of a majority of the voting power of the shares of capital stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum for the transaction of any
business at all meetings of the shareowners, except as otherwise provided by the
law of Delaware, by the Certificate of Incorporation or by these Bylaws. The
shareowners present at any duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of sufficient
shareowners to render the remaining shareowners less than a quorum. Whether or
not a quorum is present, either the chairman of the meeting or the holders of a
majority of the voting power of the shares of capital stock entitled to vote
thereat, present in person or by proxy, shall have power to adjourn the meeting
from time to time to another time or place or means of remote communications,
without notice other than announcement at the meeting of the time and place, if
any, and the means of remote communications, if any, by which

9

shareowners and proxy holders may be deemed to be present in person and vote
at such adjourned meeting. If the adjournment is for more than thirty days, a
notice of the adjourned meeting shall be given to each shareowner of record
entitled to vote at the meeting. At such adjourned meeting at which the
requisite amount of voting stock shall be present or represented, any business
may be transacted which might have been transacted at the meeting as originally
noticed. If after the adjournment a new record date for determination of
shareowners entitled to vote is fixed for the adjourned meeting, the Board of
Directors shall fix as the record date for determining shareowners entitled to
notice of such adjourned meeting the same or an earlier date as that fixed for
determination of shareowners entitled to vote at the adjourned meeting, and
shall give notice of the adjourned meeting to each stockholder of record as of
the record date so fixed for notice of such adjourned meeting.

11. Voting and Required Vote

(a) Subject to the provisions of the Certificate of Incorporation, each
shareowner shall, at every meeting of shareowners, be entitled to one vote for
each share of capital stock held by such shareowner. Except as otherwise
provided by the Certificate of Incorporation, these Bylaws, applicable law, and
the rules and regulations of any stock exchange applicable to the Company or
pursuant to any other regulation applicable to the Company or its securities,
Directors shall be elected in the manner described in paragraph (b) below; and
all other questions brought before any meeting of shareowners shall be
determined by the vote of a majority of the votes cast with respect to that
question (for purposes of this Bylaw, votes cast shall exclude “abstentions” and
any “broker non-votes” with respect to that question to be voted on). In all
matters, votes cast in accordance with any method adopted by the Company shall
be valid so long as such method is permitted under Delaware law.

(b)(i) Each director to be elected by shareowners after the effective date of
this Bylaw shall be elected by the vote of the majority of the votes cast with
respect to that director’s election at any meeting for the election of directors
at which a quorum is present. For purposes of this Bylaw, a majority of votes
cast shall mean that the number of votes cast “for” a director153s election
exceeds the number of votes cast “against” that director153s election. Votes cast
shall exclude “abstentions” and any “broker non-votes” with respect to that
director153s election. Notwithstanding the foregoing, in the event of a contested
election of directors, directors shall be elected by the vote of a plurality of
the votes present in person or represented by proxy at any meeting for the
election of directors at which a quorum is present. For purposes of this Bylaw,
a contested election shall mean any election of directors in which the number of
candidates for election as directors exceeds the number of directors to be
elected, with the determination that an election is “contested” to be made by
the Secretary within 30 days following the close of the applicable notice of
nomination period set forth in Section 8, based on whether one or more notices
of nomination were timely filed in accordance with said Section 8 (provided that
the determination that an election is a “contested election” shall be
determinative only as to the timeliness of a notice of nomination and not
otherwise as to its validity). If, prior to the time the Company mails its
initial proxy statement in connection with such election of directors, one or
more notices of nomination are

10

withdrawn such that the number of candidates for election as director no
longer exceeds the number of directors to be elected, the election shall not be
considered a contested election.

(ii) In order for any incumbent director to become a nominee of the Board of
Directors for further service on the Board of Directors, such person shall
submit an irrevocable resignation, contingent on (A) that person153s not receiving
a majority of the votes cast in an election that is not a contested election,
and (B) acceptance of that resignation by the Board of Directors in accordance
with the policies and procedures set forth herein or adopted by the Board of
Directors for such purpose. In the event an incumbent director fails to receive
a majority of the votes cast in an election that is not a contested election,
the Nominating and Corporate Governance Committee of the Board of Directors, or
any committee serving the functions of the committee that is known as the
Nominating and Corporate Governance Committee as of the effective date of this
Bylaw (the “Nominating and Corporate Governance Committee”) shall make a
recommendation to the Board of Directors as to whether to accept or reject the
resignation of such incumbent director, or whether other action should be taken.
The Board of Directors shall act on the resignation, taking into account the
Nominating and Corporate Governance Committee153s recommendation, and publicly
disclose (by a press release, a filing with the Securities and Exchange
Commission or other broadly disseminated means of communication) its decision
regarding the resignation and the rationale behind the decision within 90 days
from the date of the certification of the election results. The Nominating and
Corporate Governance Committee in making its recommendation, and the Board of
Directors in making its decision, may each consider any factors or other
information that it considers appropriate and relevant. The director whose
resignation is being considered shall not participate in the recommendation of
the Nominating and Corporate Governance Committee or the decision of the Board
of Directors with respect to his or her resignation. If such incumbent
director153s resignation is not accepted by the Board of Directors,
notwithstanding anything to the contrary in Section 16 of these Bylaws, such
director shall continue to serve as a member of the class of directors to which
such director was nominated for election until the next succeeding annual
meeting of shareowners and until his or her successor is duly elected, or his or
her earlier resignation or removal. At such next succeeding annual meeting, in
addition to the nominees for election for the class of directors scheduled to be
elected at such meeting, one or more persons may be nominated for election to
any directorship held by a director who continues in office but whose term shall
have expired prior to such meeting, and any person elected to any such
directorship shall be elected to the Board of Directors as a member of the class
of directors to which the director previously holding such directorship was a
member. If a director153s resignation is accepted by the Board of Directors
pursuant to this Bylaw, or if a nominee for director is not elected and the
nominee is not an incumbent director, then the Board of Directors, in its sole
discretion, may fill any resulting vacancy pursuant to the provisions of Section
17 or may decrease the size of the Board of Directors pursuant to the provisions
of Section 16(a).

(c) Any shareowner entitled to vote on any matter may vote part of the shares
in favor of the proposal and refrain from voting the remaining shares or may
vote the remaining shares against the proposal; but if the shareowner fails to
specify the number of

11

shares which the shareowner is voting affirmatively or otherwise indicate how
the number of shares to be voted affirmatively is to be determined, it will be
conclusively presumed that the shareowner153s approving vote is with respect to
all shares which the shareowner is entitled to vote.

(d) Voting need not be by ballot unless requested by a shareowner at the
meeting or ordered by the chairman of the meeting; however, all elections of
directors shall be by written ballot, unless otherwise provided in the
Certificate of Incorporation; provided, that if authorized by the Board,
a written ballot may be submitted by electronic transmission, provided that any
such electronic transmission must either set forth or be submitted with
information from which it can be determined that the electronic transmission was
authorized by the shareowner or proxyholder.

12. Proxies

(a) Each shareowner entitled to vote at a meeting of shareowners may
authorize another person or persons to act for such shareowner by proxy, in any
manner permitted by law, including, without limitation, in the form of a
telegram, cablegram or other means of electronic transmission which sets forth
or is submitted with information from which it can be determined that the
telegram, cablegram or other means of electronic transmission was authorized by
the shareowner. No proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period. A duly executed proxy shall
be irrevocable if it states that it is irrevocable and if, and only as long as,
it is coupled with an interest sufficient in law to support an irrevocable
power. The revocability of a proxy that states on its face that it is
irrevocable shall be governed by the provisions of Section 212(e) of the General
Corporation Law of Delaware. A shareowner may revoke any proxy which is not
irrevocable by attending the meeting and voting in person or by filing an
instrument in writing revoking the proxy or by filing another duly executed
proxy bearing a later date with the Secretary of the Company.

(b) A proxy is not revoked by the death or incapacity of the maker unless,
before the vote is counted, written notice of such death or incapacity is
received by the Secretary of the Company.

13. Inspectors of Election; Polls

Before each meeting of shareowners, the Chairman of the Board, the President
or another officer of the Company designated by resolution of the Board of
Directors shall appoint one or more inspectors of election for the meeting and
may appoint one or more inspectors to replace any inspector unable to act. If
any of the inspectors appointed shall fail to attend, or refuse or be unable to
serve, substitutes shall be appointed by the chairman of the meeting. Each
inspector, who may be an employee of the Company, shall have such duties as are
provided by law, and shall take and sign an oath faithfully to execute the
duties of inspector with strict impartiality and according to the best of such
person153s ability. The chairman of the meeting shall fix and announce at the
meeting the date and time of the opening and closing of the polls for each
matter upon which the shareowners will vote at the

12

meeting. No person who is a candidate for an office at an election may serve
as an inspector at such election.

14. Organization

(a) The Chairman of the Board of Directors, or in the Chairman153s absence, (i)
the President, if a member of the Board of Directors, (ii) one of the Vice
Chairmen of the Board who is a member of the Board of Directors, if any, in such
order as may be designated by the Chairman of the Board, in that order, or (iii)
in the absence of each of them, a chairman chosen by a majority of the Directors
present, shall act as chairman of the meetings of the shareowners. The Secretary
shall act as secretary of the meeting, but in his or her absence the chairperson
of the meeting may appoint any person to act as secretary of the meeting.

(b) The Board shall be entitled to make such rules or regulations for the
conduct of meetings of shareowners as it shall deem appropriate. Subject to such
rules and regulations of the Board, if any, the person presiding over the
meeting shall have the right and authority to convene and (for any or no reason)
to recess and/or adjourn the meeting, to prescribe such rules, regulations and
procedures and to do all such acts as, in the judgment of the person presiding
over the meeting, are necessary, appropriate or convenient for the proper
conduct of the meeting, including, without limitation, establishing an agenda or
order of business for the meeting, rules and procedures for maintaining order at
the meeting and the safety of those present, limitations on participation in
such meeting to shareowners of record of the Company and their duly authorized
and constituted proxies and such other persons as the person presiding over the
meeting shall permit, restrictions on entry to the meeting after the time fixed
for the commencement thereof, limitations on the time allotted to questions or
comments by participants and regulation of the opening and closing of the polls
for balloting and matters which are to be voted on by ballot. The person
presiding over the meeting, in addition to making any other determinations that
may be appropriate to the conduct of the meeting, shall, if the facts warrant,
determine and declare to the meeting that a matter or business was not properly
brought before the meeting and if the person presiding over the meeting should
so determine and declare, any such matter or business shall not be transacted or
considered.

(c) Notwithstanding anything to the contrary in these Bylaws, unless
otherwise required by law, if a shareowner (or qualified representative) does
not appear at the meeting of shareowners of the Company to present a nomination
or business pursuant to Section 4 or Section 8 of these Bylaws, such nomination
shall be disregarded and such proposed business shall not be transacted, even
though proxies in respect of such vote may have been received by the Company. In
order to be considered a qualified representative of the shareowner, a person
must be authorized by a writing executed by such shareowner or an electronic
transmission delivered by such shareowner to act for such shareowner as proxy at
the meeting of shareowners, and such person must produce such writing or
electronic transmission, or a reliable reproduction of the writing or electronic
transmission, at the meeting of shareowners.

13

15. No Shareowner Action by Written Consent

Any action required or permitted to be taken by the shareowners of the
Company must be effected at a duly called annual or special meeting of
shareowners of the Company and may not be effected by any consent in writing in
lieu of a meeting of such shareowners.

Board of Directors

16. General Powers, Number, Term of Office

(a) The business of the Company shall be managed under the direction of its
Board of Directors. Subject to the rights of the holders of any series of
preferred stock, par value $0.01 per share, of the Company (“Preferred Stock”)
to elect additional Directors under specified circumstances, the number of
Directors of the Company which shall constitute the whole Board shall be not
less than five nor more than 20. The exact number of Directors within the
minimum and maximum limitation specified in the preceding sentence shall be
fixed from time to time exclusively by resolution of a majority of the whole
Board.

(b) At the first annual meeting of shareowners after August 13, 2002 (the
“First Meeting”), the Directors, other than those who may be elected by the
holders of any outstanding series of Preferred Stock or any other series or
class of stock as set forth in the Certificate of Incorporation, shall be
divided into three classes, as nearly equal in number as possible and designated
Class I, Class II and Class III. Class I shall be initially elected for a term
expiring at the first annual meeting of shareowners following the First Meeting,
Class II shall be initially elected for a term expiring at the second annual
meeting of shareowners following the First Meeting, and Class III shall be
initially elected for a term expiring at the third annual meeting of shareowners
following the First Meeting. Members of each class shall hold office until their
successors are elected and qualified. At each succeeding annual meeting of the
shareowners of the Company, the successors of the class of Directors whose term
expires at that meeting shall be elected for a term expiring at the annual
meeting of shareowners held in the third year following the year of their
election. In case of any increase or decrease, from time to time, in the number
of Directors, other than those who may be elected by the holders of any
outstanding series of Preferred Stock or any other series or class of stock as
set forth in the Certificate of Incorporation, the number of Directors in each
class shall be apportioned as nearly equal as possible.

(c) Directors need not be shareowners of the Company or residents of the
State of Delaware.

17. Vacancies

Subject to the rights, if any, of the holders of any outstanding series of
Preferred Stock, newly created directorships resulting from any increase in the
authorized number of Directors or any vacancies in the Board resulting from
death, resignation, retirement, disqualification, removal from office or other
cause shall be filled solely by the affirmative vote

14

of a majority of the remaining Directors then in office, even though less
than a quorum of the Board. Any Director so chosen shall hold office until the
expiration of the term of office of the director whom he or she has replaced or
until his or her successor shall be elected and qualified. No decrease in the
number of Directors shall shorten the term of any incumbent Director.

18. Regular Meetings

The Board of Directors by resolution may provide for the holding of regular
meetings and may fix the times and places at which such meetings shall be held.
Notice of regular meetings shall not be required, provided that whenever the
time or place of regular meetings shall be fixed or changed, notice of such
action shall be given promptly to each Director, as provided in Section 19
below, who was not present at the meeting at which such action was taken.

19. Special Meetings

Special meetings of the Board of Directors, or of the Directors who have been
determined by the Board to be “independent Directors” (any such Director, an
“Independent Director”) shall be held whenever called by the Chairman of the
Board of Directors, the Lead Director or the President, or in the absence of
each of them, by any Vice Chairman of the Board, or by the Secretary at the
written request of a majority of the Directors.

20. Notices

Notice of any special meeting of the Board of Directors shall be addressed to
each Director at such Director153s residence or business address and shall be sent
to such Director by mail, electronic mail, telecopier, telegram or telex or
telephoned or delivered to such Director personally. If such notice is sent by
mail, it shall be sent not later than three days before the day on which the
meeting is to be held. If such notice is sent by electronic mail or facsimile
transmission, it shall be sent not later than 12 hours before the time at which
the meeting is to be held. If such notice is telephoned or delivered personally,
it shall be received not later than 12 hours before the time at which the
meeting is to be held. Such notice shall state the time, place and purpose or
purposes of the meeting. Any oral notice given personally or by telephone may be
communicated either to the Director or to a person at the office of the Director
who the person giving the notice has reason to believe will promptly communicate
it to the Director. The requirement of notice may be waived in accordance with
Section 63 of these Bylaws.

21. Quorum

One-third of the total number of Directors constituting the whole Board, but
not less than two, shall constitute a quorum for the transaction of business at
any meeting of the Board of Directors, but if less than such required number of
Directors for a quorum is present at a meeting, a majority of the Directors
present may adjourn the meeting from time to time without further notice. Except
as otherwise specifically provided by the law of Delaware, the

15

Certificate of Incorporation or these Bylaws, the act of a majority of the
Directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors.

22. Organization

At each meeting of the Board of Directors, other than meetings of the
non-management Directors in executive session, the Chairman of the Board or, in
the Chairman153s absence, (i) the Lead Director, (ii) the President, if a member
of the Board of Directors, (iii) one of the Vice Chairmen of the Board who is a
member of the Board of Directors, if any, in such order as may be designated by
the Chairman of the Board, in that order, or (iv) in the absence of each of
them, a chairman chosen by a majority of the Directors present, shall act as
chairman of the meeting, and the Secretary or, in the Secretary153s absence, an
Assistant Secretary or any employee of the Company appointed by the chairman of
the meeting, shall act as secretary of the meeting. The Lead Director shall
preside at meetings of the non-management Directors or, in the Lead Director153s
absence, the non-management Directors shall choose a non-management Director to
preside at such meetings in executive session.

23. Resignations

Any Director may resign at any time by giving notice in writing or by
electronic transmission to the Chairman of the Board, the President or the
Secretary of the Company. Such resignation shall take effect at the time
specified therein or upon the happening of an event or events specified therein,
or if the time is not specified and the resignation is not made contingent upon
the happening of an event or events, upon receipt thereof; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

24. Removal

Subject to the rights of the holders of any outstanding series of Preferred
Stock or any other series or class of stock as set forth in the Certificate of
Incorporation to elect additional Directors under specified circumstances, any
Director or the entire Board may be removed from office only for cause and only
by the affirmative vote of the holders of at least 70 percent of the voting
power of the outstanding stock of the Company entitled to vote, voting together
as a single class.

25. Action Without a Meeting; Telephonic Meetings

(a) Unless otherwise restricted by the Certificate of Incorporation or these
Bylaws, any action required or permitted to be taken at any meeting of the Board
of Directors or of any committee thereof may be taken without a meeting if all
members of the Board or committee, as the case may be, consent thereto in
writing or by electronic transmission, and the writing or writings or electronic
transmission or transmissions are filed with the minutes of proceedings of the
Board or committee. Such filing shall be in paper form if the minutes are
maintained in paper form and shall be in electronic form if the minutes are
maintained in electronic form.

16

(b) Members of the Board of Directors may participate in any meeting of the
Board or of any committee by means of conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
subsection shall constitute presence in person at the meeting.

26. Location of Books

Except as otherwise provided by resolution of the Board of Directors and
subject to the law of Delaware, the books of the Company may be kept at the
General Offices of the Company and at such other places as may be necessary or
convenient for the business of the Company.

27. Dividends

Subject to the provisions of the Certificate of Incorporation and the law of
Delaware, dividends upon the capital stock of the Company may be declared by the
Board of Directors at any regular or special meeting. Dividends may be paid in
cash, in property, or in shares of the Company153s capital stock.

28. Compensation of Directors

Directors shall receive such compensation and benefits as may be determined
by resolution of the Board for their services as members of the Board and
committees. Directors shall also be reimbursed for their expenses of attending
Board and committee meetings. Nothing contained herein shall preclude any
Director from serving the Company in any other capacity and receiving
compensation therefor.

29. Additional Powers

In addition to the powers and authorities by these Bylaws expressly conferred
upon it, the Board of Directors may exercise all such powers of the Company and
do all such lawful acts and things as are not by statute or by the Certificate
of Incorporation or by these Bylaws directed or required to be exercised or done
by the shareowners.

Committees of Directors

30. Designation, Power, Alternate Members

The Board of Directors may, by resolution or resolutions passed by a majority
of the whole Board, designate an Executive Committee and one or more additional
committees, each committee to consist of one or more of the Directors of the
Company. Any such committee, to the extent provided in said resolution or
resolutions and subject to any limitations provided by law, shall have and may
exercise the powers of the Board of Directors in the management of the business
and affairs of the Company. In the absence or disqualification of a member of
the committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he, she or they constitute a

17

quorum, may unanimously appoint another member of the Board of Directors to
act at the meeting in place of any such absent or disqualified
member. The Board of Directors may designate one or
more Directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of the committee. The term of office of
the members of each committee shall be as fixed from time to time by the Board;
provided, however, that any committee member who ceases to be a
member of the Board shall automatically cease to be a committee member.

31. Quorum, Manner of Acting

At any meeting of a committee, the presence of one-third, but not less than
two, of its members then in office (or, in the case of a committee consisting of
one director, its sole member) shall constitute a quorum for the transaction of
business; and the act of a majority of the members present at a meeting at which
a quorum is present shall be the act of the committee; provided,
however, that in the event that any member or members of the committee is
or are in any way interested in or connected with any other party to a contract
or transaction being approved at such meeting, or are themselves parties to such
contract or transaction, the act of a majority of the members present who are
not so interested or connected, or are not such parties, shall be the act of the
committee. Each committee may provide for the holding of regular meetings, make
provision for the calling of special meetings and, except as otherwise provided
in these Bylaws or by resolution of the Board of Directors, make rules for the
conduct of its business.

32. Minutes

The committees shall keep minutes of their proceedings and report the same to
the Board of Directors when required; but failure to keep such minutes shall not
affect the validity of any acts of the committee or committees.

Lead Director

33. Lead Director

The Board of Directors shall include a Lead Director. The Lead Director shall
preside at all meetings of the Board at which the Chairman is not present, shall
preside over the executive sessions of the Independent Directors, shall serve as
a liaison between the Chairman of the Board and the Board of Directors and shall
exercise and perform such other powers and duties as may be assigned to the Lead
Director by these Bylaws and the Board of Directors. The Lead Director shall be
an Independent Director and shall be elected by a majority of the Independent
Directors.

18

Officers

34. Designation

The officers of the Company shall be a Chairman of the Board, a Chief
Executive Officer, a President, a Chief Financial Officer, one or more Vice
Presidents, a Secretary, a Treasurer and a Controller. The Board of Directors
may also elect additional officers, including without limitation one or more
Vice Chairmen of the Board, one or more Vice Chairmen of the Company, one or
more Executive Vice Presidents, Senior Vice Presidents, Group Vice Presidents,
Deputy and Assistant Secretaries, Deputy and Assistant Treasurers, Deputy and
Assistant Controllers and such other officers as it shall deem necessary. Any
number of offices may be held by the same person. The Chairman of the Board of
Directors shall be chosen from among the Directors.

35. Election and Term

At least annually, the Board of Directors of the Company shall elect the
officers of the Company and at any time thereafter the Board may elect
additional officers of the Company and each such officer shall hold office until
the officer153s successor is elected and qualified or until the officer153s earlier
death, resignation, termination of employment or removal.

36. Removal

Any officer shall be subject to removal or suspension at any time, for or
without cause, by the affirmative vote of a majority of the whole Board of
Directors.

37. Resignations

Any officer may resign at any time by giving written notice to the Chairman
of the Board, the President or to the Secretary. Such resignation shall take
effect upon receipt thereof or at any later time specified therein; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

38. Vacancies

A vacancy in any office because of death, resignation, removal or any other
cause may be filled for the unexpired portion of the term by the Board of
Directors.

39. Chairman of the Board

The Chairman of the Board shall preside at all meetings of the shareowners
and of the Board of Directors, except as may be otherwise required under the law
of Delaware. The Chairman of the Board shall also preside at all meetings of the
Board of Directors except, if the Chairman is an employee of the Company, at
meetings of the non-management Directors in executive session. The Chairman,
alone or with the President, one or more of the Vice Chairmen of the Board,
and/or the Secretary shall sign and send out reports and other messages which
are to be sent to shareowners from time to time. The Chairman shall also

19

perform such other duties as may be assigned to the Chairman by these Bylaws
or the Board of Directors.

40. Chief Executive Officer

The Chief Executive Officer shall have the general and active management and
supervision of the business of the Company. The Chief Executive Officer shall
see that all orders and resolutions of the Board of Directors are carried into
effect. The Chief Executive Officer shall also perform such other duties as may
be assigned to the Chief Executive Officer by these Bylaws or the Board of
Directors. The Chief Executive Officer shall designate who shall perform the
duties of the Chief Executive Officer in the Chief Executive Officer153s absence.

41. President

The President, if a member of the Board of Directors, shall, in the absence
of the Chairman of the Board, preside at all meetings of the shareowners and of
the Board of Directors, except at meetings of the non-management Directors in
executive session. The President shall perform such other duties as may be
assigned to the President by these Bylaws, the Board of Directors or the Chief
Executive Officer.

42. Vice Chairmen of the Board; Vice Chairmen

The Vice Chairmen of the Board shall, in the absence of the Chairman of the
Board and the President, and in such order as may be designated by the Chairman
of the Board, preside at all meetings of the shareowners. The Vice Chairmen of
the Board shall, in the absence of the Chairman of the Board, the Lead Director,
and the President, and in such order as may be designated by the Chairman of the
Board, preside at all meetings of the Board of Directors, except at meetings of
the non-management Directors in executive session. Notwithstanding the
foregoing, no Vice Chairman of the Board who is not a member of the Board of
Directors may preside at any meeting of shareowners or Directors. The Vice
Chairmen of the Board and the Vice Chairmen shall perform such other duties as
may be assigned to them by these Bylaws, the Board of Directors or the Chief
Executive Officer.

43. Chief Financial Officer

The Chief Financial Officer shall act in an executive financial capacity. The
Chief Financial Officer shall assist the Chairman of the Board and the President
in the general supervision of the Company153s financial policies and affairs.

44. Executive, Senior, Group and other Vice
Presidents

Each Executive Vice President, Senior Vice President, Group Vice President
and each other Vice President shall perform the duties and functions and
exercise the powers assigned to such officer by the Board of Directors or the
Chief Executive Officer.

20

45. Secretary

The Secretary shall attend all meetings of the Board of Directors and of the
shareowners and record all votes and the minutes of all proceedings in paper
form if the minutes are maintained in paper form or electronic form if the
minutes are maintained in electronic form. The Secretary shall give, or cause to
be given, notice of all meetings of the shareowners and special meetings of the
Board of Directors and, when appropriate, shall cause the corporate seal to be
affixed to any instruments executed on behalf of the Company. The Secretary
shall also perform all duties incident to the office of Secretary and such other
duties as may be assigned to the Secretary by these Bylaws, the Board of
Directors, the Chairman of the Board or the Chief Executive Officer.

46. Assistant Secretaries

The Assistant Secretaries shall, when the Secretary is absent or unavailable,
perform the duties and functions and exercise the powers of the Secretary. Each
Assistant Secretary shall perform such other duties as may be assigned to such
Assistant Secretary by the Board of Directors, the Chairman of the Board, the
Chief Executive Officer or the Secretary.

47. Treasurer

The Treasurer shall have the custody of the funds and securities of the
Company and shall deposit them in the name and to the credit of the Company in
such depositories as may be designated by the Board of Directors or by any
officer or officers authorized by the Board of Directors to designate such
depositories; disburse funds of the Company when properly authorized by vouchers
prepared and approved by the Controller; and invest funds of the Company when
authorized by the Board of Directors or a committee thereof. The Treasurer shall
render to the Board of Directors, the Chief Executive Officer, or the Chief
Financial Officer, whenever requested, an account of all transactions as
Treasurer and shall also perform all duties incident to the office of Treasurer
and such other duties as may be assigned to the Treasurer by these Bylaws, the
Board of Directors, the Chief Executive Officer, or the Chief Financial Officer.

48. Assistant Treasurers

The Assistant Treasurers shall, when the Treasurer is absent or unavailable,
perform the duties and functions and exercise the powers of the Treasurer. Each
Assistant Treasurer shall perform such other duties as may be assigned to the
Assistant Treasurer by the Board of Directors, the Chief Executive Officer, the
Chief Financial Officer or the Treasurer.

49. Controller

The Controller shall serve as the principal accounting officer of the Company
and shall keep full and accurate account of receipts and disbursements in books
of the Company and render to the Board of Directors, the Chief Executive
Officer, or the Chief Financial Officer, whenever requested, an account of all
transactions as Controller and of the financial condition of the Company. The
Controller shall also perform all duties incident to the office of Controller

21

and such other duties as may be assigned to the Controller by these Bylaws,
the Board of Directors, the Chief Executive Officer, or the Chief Financial
Officer.

50. Assistant Controllers

The Assistant Controllers shall, when the Controller is absent or
unavailable, perform the duties and functions and exercise the powers of the
Controller. Each Assistant Controller shall perform such other duties as may be
assigned to such officer by the Board of Directors, the Chief Executive Officer,
the Chief Financial Officer or the Controller.

51. Other Officers

The Board of Directors may appoint such other officers as it shall deem
necessary, who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board.

Company Checks, Drafts and Proxies

52. Checks, Drafts

All checks, drafts or other orders for the payment of money by the Company
shall be signed by such person or persons as from time to time may be designated
by the Board of Directors or by any officer or officers authorized by the Board
of Directors to designate such signers; and the Board of Directors or such
officer or officers may determine that the signature of any such authorized
signer may be facsimile.

53. Interests in Other Companies or Entities

Except as otherwise provided by resolution of the Board of Directors, any
officer of the Company shall have full power and authority, on behalf of the
Company, to vote, represent and exercise any and all rights of the Company
incident to its ownership of shares or other interests, or its membership, in
any other company or entity of any type, foreign or domestic (including without
limitation corporations, limited liability companies and partnerships),
including without limitation the authority to vote at any meeting of
shareholders, members or partners of such other company or entity, to execute
and deliver proxies, to consent in writing to action without a meeting, and to
exercise any and all rights of a shareholder, member or manager. Absent other
authority, this Bylaw in and of itself is not intended to authorize officers of
the Company to authorize the sale or other disposition, or purchase or other
acquisition, of any of the Company153s shares or other interests in any other
company or entity.

Capital Stock

54. Stock Certificates and Transfers

The interest of each shareowner of the Company shall be evidenced by
certificates or by registration in book-entry accounts without certificates for
shares of stock in such form as the appropriate officers of the Company may from
time to time prescribe. The

22

shares of the stock of the Company shall be transferred on the books of the
Company by the holder thereof in person or by his attorney, upon surrender for
cancellation of certificates for the same number of shares, with an assignment
and power of transfer endorsed thereon or attached thereto, duly executed, with
such proof of the authenticity of the transfer and payment of any applicable
transfer taxes as the Company or its agents may reasonably require or by
appropriate book-entry procedures.

Certificates of stock shall be signed by, or in the name of the Company by,
the Chairman of the Board, the President, any Vice Chairman of the Board, any
Executive Vice President, any Senior Vice President, any Group Vice President or
any other Vice President, and by the Treasurer or any Assistant Treasurer, or
the Secretary or any Assistant Secretary, of the Company, certifying the number
of shares owned by such holder in the Company. Any of or all the signatures on
the certificate may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the Company with the same
effect as if such person were such officer, transfer agent or registrar at the
date of issue.

55. Record Ownership

The Company shall be entitled to treat the person in whose name any share,
right or option is registered as the owner thereof, for all purposes, and shall
not be bound to recognize any equitable or other claim to or interest in such
share, right or option on the part of any other person, whether or not the
Company shall have notice thereof, except as otherwise provided by the law of
Delaware.

56. Record Dates

(a) In order that the Company may determine the shareowners entitled to
notice of any meeting of shareowners or any adjournment thereof, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which record date shall, unless otherwise required by law, not be
more than sixty (60) nor less than ten (10) days before the date of such
meeting. If the Board of Directors so fixes a date, such date shall also be the
record date for determining the shareowners entitled to vote at such meeting
unless the Board of Directors determines, at the time it fixes such record date,
that a later date on or before the date of the meeting shall be the date for
making such determination. If no record date is fixed by the Board of Directors,
the record date for determining shareowners entitled to notice of or to vote at
a meeting of shareowners shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held. A determination of shareowners of record entitled to notice of or to vote
at a meeting of shareowners shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for
determination of shareowners entitled to vote at the adjourned meeting, and in
such case shall also fix as the record date for shareowners entitled to notice
of such adjourned meeting the

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same or an earlier date as that fixed for determination of shareowners
entitled to vote in accordance herewith at the adjourned meeting.

(b) In order that the Company may determine the shareowners entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which shall not be more than sixty (60) days
prior to such other action. If no such record date is fixed, the record date for
determining shareowners for any such purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto.

57. Lost, Stolen or Destroyed Certificates

The Board of Directors may authorize a new certificate or certificates to be
issued in place of any certificate or certificates theretofore issued by the
Company alleged to have been lost, stolen or destroyed, upon the making of an
affidavit of the fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate or
certificates, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or the owner153s legal representative, to
give the Company a bond sufficient to indemnify it against any claim that may be
made against the Company on account of the alleged loss, theft or destruction of
such certificate or the issuance of such new certificate.

58. Terms of Preferred Stock

The provisions of these Bylaws, including those pertaining to voting rights,
election of Directors and calling of special meetings of shareowners, are
subject to the terms, preferences, rights and privileges of any then outstanding
class or series of Preferred Stock as set forth in the Certificate of
Incorporation and in any resolutions of the Board of Directors providing for the
issuance of such class or series of Preferred Stock; provided,
however, that the provisions of any such Preferred Stock shall not affect
or limit the authority of the Board of Directors to fix, from time to time, the
number of Directors which shall constitute the whole Board as provided in
Section 16 above, subject to the right of the holders of any class or series of
Preferred Stock to elect additional Directors as and to the extent specifically
provided by the provisions of such Preferred Stock.

Indemnification

59. Indemnification

(a) The Company shall indemnify and hold harmless, to the fullest extent
permitted by applicable law as it presently exists or may hereafter be amended,
any person who was or is made or is threatened to be made a party or is
otherwise involved in any claim, action, suit, or proceeding, whether civil,
criminal, administrative or investigative (a “proceeding”) by reason of the fact
that the person, or a person for whom he or she is the legal

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representative, is or was a Director or officer of the Company or is or was
serving at the request of the Company as a director, officer or fiduciary of
another corporation or of a partnership, joint venture, trust, non-profit
entity, or other enterprise, including service with respect to employee benefit
plans, against all expense, liability and loss (including attorneys153 fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid
in settlement) reasonably incurred or suffered by such person. The right to
indemnification conferred in this Bylaw shall be a contract right. Except as
provided in paragraph (c) of this Bylaw with respect to proceedings seeking to
enforce rights to indemnification, the Company shall indemnify a person in
connection with a proceeding initiated by such person or a claim made by such
person against the Company only if such proceeding or claim was authorized in
the specific case by the Board of Directors of the Company.

(b) Subject to applicable law, the Company shall pay the expenses incurred in
defending any proceeding in advance of its final disposition, provided,
however, that if and to the extent required by law the payment of
expenses incurred by any person covered hereunder in advance of the final
disposition of the proceeding shall be made only upon receipt of an undertaking
by or on behalf of the affected person to repay all amounts advanced if it
should ultimately be determined that such person is not entitled to be
indemnified under this Bylaw or otherwise.

(c) If a claim for indemnification (following the final disposition of such
proceeding) or advancement of expenses under this Bylaw is not paid in full
within thirty days, or such other period as might be provided pursuant to
contract, after a written claim therefor has been received by the Company, the
claimant may file suit to recover the unpaid amount of such claim or may seek
whatever other remedy might be provided pursuant to contract. In any such action
the Company shall have the burden of proving that the claimant was not entitled
to the requested indemnification or advancement of expenses under applicable
law. If successful in whole or in part, claimant shall be entitled to be paid
the expense of prosecuting such claim to the fullest extent permitted by law.
Neither the failure of the Company (including its Directors, independent legal
counsel or shareowners) to have made a determination prior to the commencement
of such action that indemnification of the claimant is proper in the
circumstances because the claimant has met the applicable standard of conduct
set forth in the General Corporation Law of Delaware, nor an actual
determination by the Company (including its Directors, independent legal counsel
or shareowners) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.

(d) Any determination regarding whether indemnification of any person is
proper in the circumstances because such person has met the applicable standard
of conduct set forth in the General Corporation Law of Delaware shall be made in
accordance with the applicable provisions of Section 145 of the General
Corporation Law of Delaware..

(e) The Company may, but shall not be required to, indemnify and hold
harmless, to the fullest extent permitted by applicable law as it presently
exists or may hereafter be amended, any person who was or is made or is
threatened to be made a party or

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is otherwise involved in any claim, action, suit, or proceeding, whether
civil, criminal, administrative or investigative (a “proceeding”) by reason of
the fact that the person, or a person for whom he or she is the legal
representative, is or was an employee or agent of the Company or is or was
serving at the request of the Company as an employee or agent of another
corporation or of a partnership, joint venture, trust, non-profit entity, or
other enterprise, including service with respect to employee benefit plans,
against all expense, liability and loss (including attorneys153 fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid or to be paid in
settlement) reasonably incurred or suffered by such person.

(f) The rights conferred on any person by this Bylaw shall not be exclusive
of any other rights which such person may have or hereafter acquire under any
statute, provision of the Certificate of Incorporation, these Bylaws, agreement,
vote of shareowners or disinterested Directors or otherwise.

(g) Any repeal or modification of the foregoing provisions of this Bylaw
shall not adversely affect any right or protection hereunder of any person with
respect to any act or omission occurring prior to or at the time of such repeal
or modification for which indemnification or advancement of expenses is sought.

(h) The Company’s obligation, if any, to indemnify or to advance expenses to
any person who was or is serving at its request as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust, enterprise
or nonprofit entity shall be reduced by any amount such person may collect as
indemnification or advancement of expenses from such other corporation,
partnership, joint venture, trust, enterprise or non-profit enterprise.

Miscellaneous

60. Corporate Seal

The seal of the Company shall be circular in form, containing the words
“Monsanto Company” and the word “Delaware” on the circumference surrounding the
word “Seal.” Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any other manner reproduced.

61. Fiscal Year

The fiscal year of the Company shall end on the last day of August in each
year.

62. Auditors

The Audit and Finance Committee of the Board of Directors, or any successor
audit committee, shall select certified public accountants to audit the books of
account and other appropriate corporate records of the Company annually and at
such other times as the Board shall determine by resolution.

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63. Waiver of Notice

Whenever notice is required to be given pursuant to the law of Delaware, the
Certificate of Incorporation or these Bylaws, a written waiver thereof, signed
by the person entitled to notice, or a waiver by electronic transmission by the
person entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to notice. Attendance of a person at a meeting of
shareowners or the Board of Directors or a committee thereof shall constitute a
waiver of notice of such meeting, except when the shareowner or Director attends
such meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the shareowners or the Board of Directors
or committee thereof need be specified in any written waiver of notice or any
waiver by electronic transmission unless so required by the Certificate of
Incorporation or by these Bylaws.

64. Construction; Definitions

Unless the context requires otherwise, the general provisions, rules of
construction, and definitions in the General Corporation Law of Delaware shall
govern the construction of these Bylaws. Without limiting the generality of this
provision, the singular number includes the plural, the plural number includes
the singular, the term “person” includes a natural person, a corporation or any
other entity of any type, and the masculine gender includes the feminine gender
and vice versa.

65. Provisions Additional to Provisions of
Law

All restrictions, limitations, requirements and other provisions of these
Bylaws shall be construed, insofar as possible, as supplemental and additional
to all provisions of law applicable to the subject matter thereof and shall be
fully complied with in addition to the said provisions of law unless such
compliance shall be illegal.

66. Provisions Contrary to Provisions of
Law

Any article, section, subsection, subdivision, sentence, clause or phrase of
these Bylaws which upon being construed in the manner provided in Section 64
hereof, shall be contrary to or inconsistent with any applicable provisions of
law, shall not apply so long as said provisions of law shall remain in effect,
but such result shall not affect the validity or applicability of any other
portions of these Bylaws, it being hereby declared that these Bylaws would have
been adopted and each article, section, subsection, subdivision, sentence,
clause or phrase thereof, irrespective of the fact that any one or more
articles, sections, subsections, subdivisions, sentences, clauses or phrases is
or are illegal.

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Amendment to Bylaws

67. Amendments

Notwithstanding any provision of law which might otherwise permit a lesser
vote or no vote, but in addition to any affirmative vote of the holders of any
series of Preferred Stock of the Company required by law, the Certificate of
Incorporation or any Preferred Stock designation, the affirmative vote of the
holders of at least 70 percent of the voting power of all of the
then-outstanding shares of the Company153s voting stock, voting together as a
single class, shall be required for the shareowners to amend or repeal the
Bylaws or to adopt new Bylaws. The Bylaws may also be amended or repealed, and
new Bylaws may be adopted, by the affirmative vote of a majority of the whole
Board of Directors at any regular or special meeting of the Board of Directors.

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