MONSANTO CO /NEW/ (Form: 8-K, Received: 07/30/2002 17:21:02)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(D) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 30, 2002

MONSANTO COMPANY

(Exact Name of Registrant as Specified in Charter)

DELAWARE

001-16167

43-1878297

(State or Other Jurisdiction of
Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

800 North Lindbergh Boulevard
St. Louis, Missouri 63167

(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (314) 694-1000

ITEM 5. OTHER EVENTS.

The information set forth below in this Item is provided because it is included in our preliminary prospectus supplement to be distributed in connection with the offering of debt securities under our Registration Statement No. 333-88542 on Form S-3.

(a) Effect of Adoption of SFAS No. 142, Goodwill Accounting Standard

Effective January 1, 2002, Monsanto adopted SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 142 changes the accounting for goodwill from an amortization method to an impairment-only method. Under SFAS No. 142, all goodwill amortization ceased effective January 1, 2002. Goodwill was tested for impairment in conjunction with a transitional goodwill impairment test in 2002 and will be tested at least annually hereafter. The transitional goodwill impairment test was completed during the second quarter of 2002, resulting in a $1.984 billion pretax impairment charge ($1.822 billion aftertax) relating to our corn and wheat reporting units. This impairment charge was recorded as a cumulative effect of accounting change effective January 1, 2002. Accordingly, our first quarter 2002 results of operations data and financial position data have been restated from those previously reported in our Form 10-Q for the quarter ended March 31, 2002 to reflect this impairment charge. As a result of the transitional goodwill impairment test, goodwill was reduced by $1.984 billion and net deferred tax assets increased by $162 million due to the related tax effect. This resulted in a net loss and a net reduction of shareowners’ equity in the amount of $1.822 billion.

SFAS No. 142 did not require prior periods to be restated. The following table sets forth on an aftertax pro forma basis what the earnings for 1999, 2000 and 2001 would have been if the provisions of SFAS No. 142 had been applied on January 1, 1999. This pro forma information does not include the results of the transitional impairment test discussed above.

	Year ended December 31,
	(in millions)
	2001	2000	1999
Reported net income	$ 295	$ 149	$ 150
Goodwill amortization, net of tax	105	108	112
Effects of useful life adjustments, net of tax	1	1	1
Adjusted net income	401	258	263
Cumulative effects of changes in accounting principles	—	26	—
Adjusted income before cumulative effect of changes in accounting principles	$ 401	$ 284	$ 263

(b) Solutia Inc.

We have recently entered into additional agreements relating to Solutia Inc.

Pursuant to a Distribution Agreement dated September 1, 1997, the former Monsanto Company, now known as Pharmacia Corporation (“Pharmacia”), spun off its chemical businesses into a separate, independent company called Solutia Inc. (“Solutia”). In connection with that spinoff, Solutia agreed to assume and indemnify Pharmacia for certain liabilities related to those chemicals businesses. We, Pharmacia and Solutia entered into an Amendment to Distribution Agreement dated as of July 1, 2002, to provide that Solutia will also indemnify us for the same liabilities for which it had agreed to indemnify Pharmacia, and to clarify the parties' rights and obligations. A copy of that amendment is filed as Exhibit 99.1 to this Report.

Pursuant to a Separation Agreement dated September 1, 2000, Pharmacia transferred certain assets and liabilities associated with its agricultural business to us. We agreed to indemnify Pharmacia for any liabilities primarily related to Pharmacia's former agricultural or chemical businesses. We agreed to indemnify Pharmacia for any liabilities assumed by Solutia as referred to above, to the extent that Solutia fails to pay, perform or discharge those liabilities. We and Pharmacia have entered into a First Amendment to Separation Agreement dated as of July 1, 2002 to clarify our respective rights and obligations in this regard. A copy of that amendment is filed as Exhibit 99.2 to this Report.

In addition, we, Pharmacia and Solutia entered into a Protocol Agreement dated as of July 1, 2002 setting forth certain agreements relating to certain litigation against Solutia and Pharmacia referred to therein. A jury verdict has been returned in such litigation with respect to the liability of Solutia and Pharmacia with respect to certain claims at issue, and proceedings have commenced to determine the jury's verdict of damages on account of such liability. The agreement sets forth the understandings of the parties concerning the posting of an appeal bond. A copy of that agreement is filed as Exhibit 99.3 to this Report.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

99.1

Amendment to Distribution Agreement, dated as of July 1, 2002 among Pharmacia Corporation, Solutia Inc. and Monsanto Company.

99.2

First Amendment to Separation Agreement, dated as of July 1, 2002 between Pharmacia Corporation and Monsanto Company.

99.3

Protocol Agreement, dated as of July 1, 2002, among Pharmacia Corporation, Solutia Inc. and Monsanto Company.

99.4

Slide presentation to prospective investors in debt securities.

ITEM 9. REGULATION FD DISCLOSURE

Commencing on or about July 30, 2002, executives of Monsanto will present information to prospective investors in debt securities of Monsanto which are proposed to be issued under our Registration Statement No. 333-88542 on Form S-3, filed with the SEC on May 17, 2002 under Rule 415 under the Securities Act of 1933, which became effective on July 25, 2002. A copy of a slide presentation which is to be presented to such prospective investors in filed as Exhibit 99.4 to this Report.

We are furnishing the information contained in Exhibit 99.4 pursuant to Regulation FD promulgated by the SEC. This information is furnished pursuant to Item 9 of Form 8-K and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, unless we specifically incorporate it by reference in a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934. By filing this Item 9 of Form 8-K and furnishing the information in Exhibit 99.4, we make no admission as to the materiality of such information that is required to be disclosed solely by reason of Regulation FD or that the information includes material investor information that is not otherwise publicly available.

The information contained in this Item 9 and in Exhibit 99.4 is information that is intended to be considered in the context of our SEC filings and other public announcements that we may make, by press release or otherwise, from time to time. We disclaim any current intention to revise or update the information contained in this Item 9 or in Exhibit 99.4, although we may do so from time to time as our management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 30, 2002

MONSANTO COMPANY

By:

/s/ Robert A. Paley

Name: Robert A. Paley
Assistant Treasurer

Exhibit Index

	Exhibit No.	Description of Exhibit
	99.1	Amendment to Distribution Agreement, dated as of July 1, 2002 among Pharmacia Corporation, Solutia Inc. and Monsanto Company.
	99.2	First Amendment to Separation Agreement, dated as of July 1, 2002 between Pharmacia Corporation and Monsanto Company.
	99.3	Protocol Agreement, dated as of July 1, 2002, among Pharmacia Corporation, Solutia Inc. and Monsanto Company.
	99.4	Slide presentation to prospective investors in debt securities.

EXHIBIT 99.1

EXECUTION COPY

AMENDMENT

TO

DISTRIBUTION AGREEMENT

THIS AMENDMENT TO DISTRIBUTION AGREEMENT, dated as of July 1, 2002 (this “ Amendment ”), is made and entered into by and among Pharmacia Corporation, a Delaware corporation, Solutia Inc., a Delaware corporation (“ Solutia ”), and Monsanto Company, a Delaware corporation.

W I T N E S S E T H:

WHEREAS, Former Monsanto (as defined below) and Solutia are parties to that certain Distribution Agreement, dated as of September 1, 1997 (the “ Distribution Agreement ”), which was entered into in connection with the distribution of the common stock of Solutia to the stockholders of Former Monsanto (the “Solutia Distribution ”);

WHEREAS, pursuant to the Distribution Agreement, among other things, Former Monsanto assigned and transferred the Chemical Assets (as defined in the Distribution Agreement) to Solutia and Solutia assumed all of the Chemical Liabilities (as defined in the Distribution Agreement) of Former Monsanto;

WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of December 19, 1999 (the “ Merger Agreement ”), by and among the former Monsanto Company (which is the Delaware corporation identified in the introductory paragraph of this Amendment as “Pharmacia Corporation” and which is referred to herein as either “ Former Monsanto ” or “ Pharmacia ,” as the context requires), MP Sub, Incorporated (“ Merger Sub ”) and Pharmacia & Upjohn, Inc. (“ PNU ”), the parties agreed that Merger Sub would be merged with and into PNU with PNU surviving as a wholly owned subsidiary of Former Monsanto in the merger (the “ Merger ”);

WHEREAS, on February 9, 2000, the new Monsanto Company (which is the Delaware corporation identified in the introductory paragraph of this Amendment as “Monsanto Company” and which is referred to herein as “ New Monsanto ”) was incorporated as a wholly owned subsidiary of Former Monsanto under the name “Monsanto Ag Company;"

WHEREAS, on March 31, 2000, (i) the Merger was effective, (ii) Former Monsanto changed its name from “Monsanto Company” to “Pharmacia Corporation,” and (iii) New Monsanto changed its name from “Monsanto Ag Company” to “Monsanto Company;"

WHEREAS, on September 1, 2000, New Monsanto and Pharmacia entered into certain agreements, including that certain Separation Agreement, dated as of September 1, 2000 (the “ Separation Agreement ”), pursuant to which, among other things, Pharmacia assigned and transferred certain assets related to its chemicals and agricultural businesses and certain other assets to New Monsanto and New Monsanto assumed certain liabilities relating thereto and all liabilities that were assumed by Solutia or any of its subsidiaries in connection with the Solutia Distribution to the extent that Solutia fails to pay, perform or discharge such liabilities;

WHEREAS, on or about October 23, 2000, New Monsanto completed an initial public offering of its common stock in which New Monsanto sold approximately 15% of its issued and outstanding shares of common stock to the public;

WHEREAS, Pharmacia currently owns approximately 84% of the issued and outstanding shares of common stock of New Monsanto;

WHEREAS, Pharmacia has announced its intention to distribute its entire ownership interest in New Monsanto to the stockholders of Pharmacia or could take some other action that will result in Pharmacia no longer controlling New Monsanto (a “ Possible Disposition ”); and

WHEREAS, in light of the Possible Disposition, the parties hereto desire to enter into this Amendment in order to effectuate the assignment to New Monsanto of certain assets and liabilities contemplated pursuant to the Separation Agreement (including the Distribution Agreement) and preserve the relationship among the parties as nearly as possible with the original intent and purpose of the Distribution Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained and intending to be legally bound hereby, the parties hereto agree as follows:

Section 1. Each capitalized term used in this Amendment and not otherwise defined herein shall have the meaning ascribed thereto in the Distribution Agreement.

Section 2. The parties hereto hereby agree that effective as of the date of this Amendment the Distribution Agreement is hereby amended in accordance with the requirements of Section 10.06 thereof as follows:

(a) New Monsanto shall be deemed to be and shall be for all purposes a party to the Distribution Agreement as amended hereby.

(b) All references to “party” or “parties” in the Distribution Agreement shall include New Monsanto and all such references to “party” or “parties” in the Distribution Agreement shall be read and construed in the context that New Monsanto is a party to the Distribution Agreement (e.g. “both parties” shall be deemed to mean and shall be read as “all parties”).

“63. MONSANTO GROUP: Collectively, (i) Pharmacia Corporation, a Delaware corporation (“Pharmacia”), and its Subsidiaries of which Pharmacia directly owns 100% of the stock or other equity interests entitled to vote on the election of members to the board of directors or similar governing body, other than members of the Chemical Group, and (ii) Monsanto Company, a Delaware corporation incorporated February 9, 2000 (“New Monsanto”), and its Subsidiaries of which New Monsanto directly owns 100% of the stock or other equity interest entitled to vote on the election of members to the board of directors or similar governing body.”

(d) (i) The term “Monsanto” solely as used in Sections 4.03(a)(i), 4.03(b), 4.03(e), 5.01(c), 5.09, 6.01, 6.06, 6.07 and 7.02(a) shall mean: “Pharmacia and New Monsanto” or “Pharmacia or New Monsanto,” as the context shall require. Without limiting the generality of the foregoing, but for purposes of example, with respect to those Sections specified in the preceding sentence “Monsanto” shall mean “Pharmacia and New Monsanto” in those contexts where “Monsanto” has a commitment, duty, liability or obligation and shall mean “Pharmacia or New Monsanto” in those contexts where “Monsanto” has a right or interest or where Chemicals, Chemicals Group or any of their respective Affiliates, Representatives or agents has a commitment, duty, liability or obligation.

(ii) For purposes of clarity, the term “Monsanto” solely as used in Articles I, II, III, VIII and IX and Sections 4.03(a)(ii), 4.03(a)(iii), 5.01(b), 5.01(d), 5.01(e), 5.03, 5.04, 5.05, 5.10, 10.01, 10.03 and 10.12 shall not be affected by this Section 2(d) (i.e. shall continue to refer exclusively to Former Monsanto (now Pharmacia)).

(iii) Nothing in this Section 2(d) is intended to limit or otherwise affect the provisions of Sections 2(a) or (b) of this Amendment.

(e) Section 10.05 of the Distribution Agreement is hereby amended to read in its entirety as follows:

“10.05 Notices. All notices, requests, claims, demands and other communications hereunder (collectively, “Notices”) shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by cable, telegram, facsimile, electronic mail or other standard form of telecommunications (provided confirmation is delivered to the recipient the next Business day in the case of facsimile, electronic mail or other standard form of telecommunications) or by registered or certified mail, postage prepaid, return receipt requested, addressed as follows:

If to Pharmacia:

Christopher Coughlin
Executive Vice President and CFO
Pharmacia Corporation
100 Route 206 North
Peapack, New Jersey 07977
Telephone: 908-901-8826
Facsimile: 908-901-0000

with a copy to:

General Counsel
Pharmacia Corporation
100 Route 206 North
Peapack, New Jersey 07977
Telephone: 908-901-8810
Facsimile: 908-901-1810

If to Chemicals:

President
Solutia Inc.
P.O. Box 66760
St. Louis, MO 63166-6760
Telephone: 314-674-2210
Facsimile: 314-674-8425

with a copy to:

General Counsel
Solutia Inc.
P.O. Box 66760
St. Louis, MO 63166-6760
Telephone: 314-674-3586
Facsimile: 314-674-2721

If to New Monsanto:

Terrell K. Crews
Executive Vice President and CFO
800 North Lindbergh Blvd.
St. Louis, Missouri 63167
Telephone: 314-694-3770
Facsimile: 314-694-4772

with a copy to:

Charles W. Burson
Executive Vice President, Secretary and General Counsel
800 North Lindbergh Blvd.
St. Louis, Missouri 63167
Telephone: 314-694-8418
Facsimile: 314-694-6399

or to such other address as any party hereto may have furnished to the other parties by a notice in writing in accordance with this Section 10.05.”

(f) Section 10.07 of the Distribution Agreement is hereby amended by inserting the following sentence immediately after the first sentence of Section 10.07:

“Notwithstanding the immediately preceding sentence, (i) Pharmacia may assign this Agreement and any of its rights, interests and obligations hereunder without the consent of any other party hereto, provided that Pharmacia shall continue to be and remain primarily liable for all of its obligations under this Agreement, and (ii) New Monsanto may assign this Agreement and any of its rights, interests and obligations hereunder without the consent of any other party hereto to any Person who is a successor to New Monsanto (by way of merger, consolidation or otherwise) or who assumes all of New Monsanto’s obligations under that certain Separation Agreement, dated September 1, 2000, by and between Pharmacia and New Monsanto in accordance with the terms thereof, provided that New Monsanto shall continue to be and remain primarily liable for all of its obligations under this Agreement.”

Section 3. Pharmacia agrees to execute and deliver to New Monsanto contemporaneously herewith, the Power of Attorney attached hereto as Exhibit A (the “ Monsanto Power of Attorney ”).

Section 4. New Monsanto hereby acknowledges and accepts the appointment as Pharmacia’s agent and attorney as provided in the Monsanto Power of Attorney and agrees to undertake and perform in a commercially reasonable manner on behalf of Pharmacia and in Pharmacia’s name, place and stead, all of Pharmacia’s commitments, duties, liabilities and obligations under the Distribution Agreement and to use its commercially reasonable efforts to fully enforce all of Pharmacia’s rights, interests and remedies under the Distribution Agreement, in each case with the same duty of care and prudence that its applies to the management of New Monsanto’s own affairs, in accordance with the terms of this Amendment and the Monsanto Power of Attorney.

Section 5. Solutia hereby acknowledges and consents to Pharmacia’s appointment of New Monsanto as Pharmacia’s agent and attorney as provided in the Monsanto Power of Attorney for all purposes under the Distribution Agreement. Notwithstanding the foregoing, Pharmacia shall continue to be and remain primarily liable for all of its commitments, duties, liabilities and obligations under the Distribution Agreement.

Section 6. New Monsanto agrees to execute and deliver to Solutia contemporaneously herewith, the Power of Attorney attached hereto as Exhibit B (the “ Solutia Power of Attorney ”).

Section 7. Solutia hereby acknowledges and accepts the appointment as New Monsanto’s agent and attorney as provided in the Solutia Power of Attorney.

Section 8. Provided that Pharmacia shall continue to be and remain primarily liable for all of its obligations under the Assigned Agreements, Solutia hereby consents and agrees to the assignment by any Person in the Monsanto Group or any of their respective Subsidiaries (each, an “ Assignor ”) to New Monsanto of any and all contracts, leases, licenses, agreements or other instruments by, between or among any Assignor and any Person in the Chemicals Groups or any of their respective Subsidiaries (the “ Assigned Agreements ”), excluding only those contracts, leases, licenses, agreements and other instruments set forth in Exhibit C attached hereto. In addition, Solutia hereby consents and agrees to the further assignment (and any subsequent assignment) of any Assigned Agreement to each and every subsequent New Monsanto Successor (as defined below), provided that New Monsanto and Pharmacia shall continue to be and remain primarily liable for all of its obligations under the Assigned Agreements. Furthermore, to the extent that any Assigned Agreement contains any provision requiring the consent or approval of Solutia to any change of control or ownership of the other party to the Assigned Agreement (or such party’s successor or assign), Solutia hereby irrevocably grants such consent or approval for any such change of control or ownership, including in connection with the Possible Disposition or otherwise. For purposes of this Amendment, “ New Monsanto Successor ” means any Person who is a successor to New Monsanto (by way of merger, consolidation or otherwise) or who assumes all of New Monsanto’s obligations under the Separation Agreement. Pharmacia and New Monsanto each hereby consents and agrees to the assignment (and any subsequent assignment) of any Assigned Agreement by Solutia to any Person who is a successor to Solutia (by way of merger, consolidation or otherwise) or who assumes all of Solutia’s obligations under the Distribution Agreement, as amended by this Amendment to Distribution Agreement, provided that Solutia shall continue to be and remain primarily liable for all of its obligations under the Assigned Agreements.

Section 9. Nothing in the Distribution Agreement, as amended by this Amendment, and no action taken by the parties pursuant to the Distribution Agreement, as amended by this Amendment, shall constitute, or be deemed to constitute, any of the parties to be a partnership, association, joint venture or other co-operative entity.

Section 10. Except as expressly modified and amended hereby, the Distribution Agreement shall continue to be and shall remain in full force and effect in accordance with its terms.

Section 11. Except as otherwise agreed to by any parties hereto, each party hereto will pay all costs and expenses incident to its negotiation and preparation of this Amendment, including the fees, expenses and disbursement of its counsel.

Section 12. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware (other than the laws regarding choice of laws and conflicts of laws) as to all matters, including matters of validity, construction, effect, performance and remedies.

Section 13. This Amendment may be amended, modified or supplemented only by a written agreement signed by all of the parties hereto.

Section 14. This Amendment and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns. Pharmacia may assign this Amendment and any of its rights, interests and obligations hereunder without the consent of any other party hereto, provided that Pharmacia shall continue to be and remain primarily liable for all of its obligations under this Amendment. New Monsanto may assign this Amendment and any of its rights, interests and obligations hereunder without the consent of any other party hereto to any New Monsanto Successor; provided, however, that any such successor or assignee shall be required to execute and deliver a power of attorney substantially identical to the Monsanto Power of Attorney or Solutia Power of Attorney, as the case may be, and; provided further, that New Monsanto and Pharmacia shall continue to be and remain primarily liable for all of its obligations under this Amendment. Solutia may assign this Amendment and any of its rights, interests and obligations hereunder without the consent of any other party hereto, provided that Solutia shall continue to be and remain primarily liable for all of its obligations under this Amendment.

Section 15. Each of the parties hereto agrees to use its reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by and the intent and purposes of this Amendment, including, without limitation, the provisions of Section 7 and Section 13.

Section 16. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Section 17. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Each party acknowledges that money damages would be an inadequate remedy for any breach of the provisions of this Amendment and agrees that the obligations of the parties hereunder shall be specifically enforceable.

[SIGNATURE PAGE IS NEXT PAGE]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

PHARMACIA CORPORATION,
a Delaware corporation

	By:	/s/ Richard T. Collier
		Name: Richard T. Collier
		Title: Sr. Vice President & General Counsel

SOLUTIA INC.,
a Delaware corporation

	By:	/s/ Robert A. Clausen
		Name: Robert A. Clausen
		Title: Sr. Vice President & Chief Financial Officer

MONSANTO COMPANY,
a Delaware corporation

	By:	/s/ Hendrik A.Verfaillie
		Name: Hendrik A.Verfaillie
		Title: President and Chief Executive Officer

EXHIBIT A

PHARMACIA CORPORATION

POWER OF ATTORNEY: DISTRIBUTION AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

1. Subject to paragraph 7 below:

a. That Pharmacia Corporation, a corporation organized and existing under the laws of the State of Delaware (“ Pharmacia ”), has made, constituted and appointed and by these presents does make, constitute and appoint, Monsanto Company, a corporation organized and existing under the laws of the State of Delaware (“ New Monsanto ”), its true and lawful agent and attorney, for Pharmacia and in Pharmacia’s name, place and stead, for all purposes with respect to Pharmacia’s rights, duties and obligations under the Distribution Agreement, dated as of September 1, 1997, between Pharmacia and Solutia Inc., as amended by that Amendment to Distribution Agreement of even date herewith among Pharmacia, Solutia and New Monsanto (collectively, the “ Distribution Agreement ”); and its attorney shall have full power and authorization to take all action with respect to the Distribution Agreement as Pharmacia can take and which said attorney, acting through its officers or their delegates, who in each case, acting alone, in his or her sole discretion, think best; hereby giving and granting to Pharmacia’s said attorney full power and authority to do and perform all and every act and thing whatsoever necessary to be done in the premises as fully to all intents and purposes as Pharmacia might or could do, hereby ratifying and confirming all that its said attorney may do pursuant to this power.

b. Pharmacia hereby gives and grants to its said attorney from and after the date hereof, full power and authority to do and perform all and every act and thing whatsoever necessary to be done in the premises, in order fully to carry out and effectuate the authority herein granted, as fully to all intents and purposes as Pharmacia might or could do if acting through its own officers or delegates, and Pharmacia hereby ratifies and confirms all that its said attorney may do pursuant to this power.

c. Pharmacia hereby acknowledges that this power is coupled with an interest and hereby directs that, to the extent authorized or permitted by applicable law, this power of attorney shall not be affected by any merger, reverse merger, consolidation or Possible Disposition or other change in ownership of Pharmacia or New Monsanto. It is Pharmacia’s intent that the authority conferred hereby shall be exercisable notwithstanding such corporate changes and that this power of attorney shall, if permitted by applicable law or applicable contract, be irrevocable. In the event applicable law in effect at or any time after the execution of this instrument does not authorize or permit the foregoing direction to be effective, and if at any later date, applicable law changes (whether by amendment, court decision, or otherwise), then Pharmacia directs that the foregoing provisions shall thereafter become applicable.

2. Notwithstanding paragraph 6 below, all persons dealing with Pharmacia’s said attorney shall be protected in relying upon a copy of this instrument and shall be protected in relying upon the written certificate of New Monsanto as to the identity and authority of its officers and their delegates, and/or as to whether any of the persons authorized to act hereunder is unavailable so to act, so as to authorize some other person to act hereunder, and Pharmacia hereby declares that as against it and all persons claiming under it everything which its attorney shall do or cause to be done pursuant hereto shall be valid and effectual in favor of any person claiming the benefit hereof who at the time of the doing thereof shall have relied upon any such certification made by New Monsanto. If required by applicable law or if New Monsanto desires for any reason to do so, an executed copy of this Power of Attorney shall be filed for record with any Governmental Authority or such other place as required by law or where New Monsanto thinks best. Pharmacia authorizes New Monsanto to make all such filings.

3. Pharmacia hereby further authorizes and empowers its said attorney to substitute and appoint in the place and stead of its said attorney, or to employ agents or sub-agents as New Monsanto thinks best, one or more attorney or attorneys to exercise for Pharmacia as its attorney or attorneys any and all of the powers and authorities hereby conferred; and to revoke such appointment or appointments from time to time, and to substitute or appoint any other or others in the place of such attorney or attorneys as New Monsanto shall from time to time think fit.

4. All references in this document to “ its attorney ” or “ its said attorney ” or “ its true and lawful attorney ,” or similar designations shall refer to New Monsanto and each and every person to whom New Monsanto delegates such power and also to each and every substitute or successor attorney-in-fact appointed under the terms of this instrument as herein provided.

5. All references in this document to “ its attorney ” or “ its said attorney ” or “ its true and lawful attorney ,” or similar designations shall refer not only to New Monsanto or its delegates but also to each and every substitute or successor attorney-in-fact appointed under the terms of this instrument as herein provided.

6. All references in this document to “Governmental Authority” shall mean any federal, state, local, foreign or international court, government department, commission, board, bureau, agency, the New York Stock Exchange, or other regulatory, administrative or governmental authority.

7. Notwithstanding the appointment by Pharmacia of New Monsanto as Pharmacia’s agent and attorney as provided in paragraph 1 above, Pharmacia and its said attorney agree as follows:

a. Said attorney shall not take any action, or omit to take any action, pursuant to this instrument with respect to Pharmacia’s rights, duties or obligations under Sections 4.03(a), 5.01(d), 5.01(e), 5.04, 5.05 or 5.10 or Article IX of the Distribution Agreement (the “ Reserved Provisions ”), except pursuant to the prior written instructions of Pharmacia.

b. In the event that said attorney believes that it is necessary, desirable or advisable that Pharmacia take any action under any of the Reserved Provisions, said attorney will notify Pharmacia thereof; provided, however, that said attorney shall have no responsibility or liability for any failure to give any such notice to Pharmacia.

c. Pharmacia shall provide said attorney with such written instructions as soon as reasonably practicable and said attorney shall have no responsibility or liability (i) for not acting on behalf of Pharmacia unless and until so instructed by Pharmacia and (ii) for acting on behalf of Pharmacia in accordance with such written instructions.

d. Pharmacia shall have the right, in its sole discretion, to revoke this Power of Attorney, by delivering written notice to New Monsanto upon any breach by New Monsanto of its commitments, duties or obligations under any of (i)this Power of Attorney, (ii) the Distribution Agreement, as amended by the Amendment to the Distribution Agreement, or (iii) the Separation Agreement, as amended from time to time.

8. This instrument may be executed in any number of counterparts, and all of said counterparts shall constitute but one and the same instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and seal this 11th day of July, 2002.

PHARMACIA CORPORATION

	By:	/s/ Richard T. Collier
		By: Richard T. Collier
		Title: Sr. Vice President & General Counsel

ATTEST:

/s/ Judith Reinsdorf

STATE OF New Jersey	)
	)
COUNTY OF Somerset	)

On this 11th day of July, 2002, before me the undersigned, a Notary Public, in and for the County and State aforesaid, personally appeared Richard T. Collier, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he/she executed the same as his/her free act and deed.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in Peapack, NJ, the day and year last above written.

	/s/ Carol M. Murphy
	Notary Public in and for said County and State

My Commission expires:

Carol M. Murphy
Notary Public, State of New Jersey
My Commission Expires March 4, 2003

EXHIBIT B

MONSANTO COMPANY
POWER OF ATTORNEY: LITIGATION/CLAIMS

KNOW ALL MEN BY THESE PRESENTS:

That from and after the date hereof (“ Effective Date ”), Monsanto Company, a corporation organized and existing under the laws of the State of Delaware (“ New Monsanto ”) has made, constituted and appointed, and by these presents does make, constitute and appoint, Solutia Inc., a corporation organized and existing under the laws of the State of Delaware (“ Solutia ”), its true and lawful agent and attorney, for New Monsanto and in New Monsanto’s name, place and stead, for all purposes with respect to Third Party Claims as to which Solutia has agreed to indemnify New Monsanto, and such claims against Third Parties which continue to be held by New Monsanto in trust for Solutia, such Third Party Claims and claims against Third Parties being collectively referred to herein as “ Claims ”; and its attorney shall have full power and authorization to take all action with respect to such Claims as New Monsanto can take and which said attorney, acting through its officers or their delegates, who in each case, acting alone, in his or her sole discretion, think best, including without limitation, (i) to represent New Monsanto with respect to such Claims for so long as such Claims are unresolved; (ii) to appear in New Monsanto’s name and to execute, deliver and file all pleadings, motions and other filings, at trial, on appeal, or in a proceeding, through counsel retained by Solutia or by officers of Solutia or their delegates, acting alone, or otherwise; (iii) to assert or waive any or all rights with respect to such Claims; (iv) to engage in all phases of discovery with respect to such Claims, including without limitation, to take depositions, defend depositions and propound or respond to other discover requests, such as interrogatories or requests for production of documents; (v) to direct and accept service of process with respect to such claims; (vi) to execute and deliver affidavits as may be necessary or desirable with respect to such Claims; (vii) to agree to and to represent New Monsanto in alternative resolution proceedings, including arbitration or mediation of Claims; (viii) to discuss or negotiate settlement agreements and releases with Third Parties with respect to such Claims on such terms and conditions as Solutia thinks best; (ix) to execute, deliver and if needed, file any and all settlement agreements, releases and other agreements, documents and instruments as may be required and any and all modifications thereto; and (x) to obtain and post bonds pending appeal; hereby giving and granting to New Monsanto’s said attorney full power and authority to do and perform all and every act and thing whatsoever necessary to be done in the premises as fully to all intents and purposes as New Monsanto might or could do, hereby ratifying and confirming all that its said attorney may do pursuant to this power.

New Monsanto hereby gives and grants to its said attorney from and after the Effective Date, full power and authority to do and perform all and every act and thing whatsoever necessary to be done in the premises, in order fully to carry out and effectuate the authority herein granted, as fully to all intents and purposes as New Monsanto might or could do if acting through its own officers or delegates, and New Monsanto hereby ratifies and confirms all that its said attorney may be pursuant to this power.

New Monsanto hereby further authorizes and empowers its said attorney from and after Effective Date to substitute and appoint in the place and stead of its said attorney, or to employ agents or sub-agents as Solutia thinks best, one or more attorney or attorneys to exercise for New Monsanto as its attorney or attorneys any or all of the powers and authorities hereby conferred; and to revoke such appointment or appointments from time to time, and to substitute or appoint any other or others in the place of such attorney or attorneys as Solutia shall from time to time think fit.

The term “ Governmental Authority ” when used herein means any federal, state, local, foreign or international court, government department, commission, board, bureau, agency, the New York Stock Exchange, or other regulatory, administrative or governmental authority.

The term “ Third Party ” when used hereby means any individual, partnership, joint venture, corporation, trust, limited liability company, unincorporated organization or a Governmental Authority or any department or agency thereof other than New Monsanto or Solutia and their respective wholly-owned direct or indirect subsidiaries.

The term “ Third Party Claims ” when used herein means any claim, suit, arbitration, inquiry, proceeding or investigation by or before any court, any governmental or other regulatory or administrative agency or commission or any arbitration tribunal asserted by a Third Party.

All references in this document to “ its attorney ” or “ its said attorney ” or “ its true and lawful attorney ,” or similar designations shall refer to Solutia Inc. and each and every person to whom Solutia delegates such power and also to each and every substitute or successor attorney-in-fact appointed under the terms of this instrument as herein provided.

All references in this documents to “ its attorney ” or “ its said attorney ” or “ its true and lawful attorney ,” or similar designations shall refer not only to Solutia or its delegates but also to each and every substitute or successor attorney-in-fact appointed under the terms of this instrument as herein provided.

New Monsanto hereby acknowledges that this power is coupled with an interest and hereby directs that, to the extent authorized or permitted by applicable law, this power or attorney shall not be affected by any merger, reverse merger, split off, spin or consolidation of New Monsanto or Solutia. It is New Monsanto’s intent that the authority conferred hereby shall be exercisable notwithstanding such corporate changes and that this power of attorney shall, if permitted by applicable law or applicable contract, be irrevocable. New Monsanto shall have the right, in its sole discretion, to revoke this Power of Attorney, by delivering written notice to Solutia upon any breach by Solutia of its commitments, duties or obligations under either (i)this Power of Attorney or (ii) the Distribution Agreement, as amended by the Amendment to the Distribution Agreement. In the event applicable law in effect at or any time after the execution of this instrument does not authorize or permit the foregoing direction to be effective, and if at any later date, applicable law changes (whether by amendment, court decision, or otherwise), then New Monsanto directs that the foregoing provisions shall thereafter become applicable.

All persons dealing with New Monsanto’s said attorney shall be protected in relying upon a copy of this instrument and shall be protected in relying upon the written certificate of Solutia as to the Claims which are the subject of this power of attorney, the identity and authority of its officers, their delegates and any substitute or successor appointed pursuant to the terms hereof, and/or as to whether any of the persons authorized to act hereunder is unavailable so to act, so as to authorize some other person to act hereunder, and New Monsanto hereby declares that as against it and all persons claiming under it everything which its attorney shall do or cause to be done pursuant hereto shall be valid and effectual in favor of any person claiming the benefit hereof who at the time of the doing thereof shall have relied upon any such certification made by Solutia. If required by applicable law or if Solutia desires for any reason to do so, an executed copy of this Power of Attorney shall be filed for record with the Governmental Authority wherein the Claim is pending or such other place as required by law or whether Solutia thinks best. New Monsanto authorizes Solutia to make all such filings.

This instrument may be executed in any number of counterparts, and all of said counterparts shall constitute but one and the same instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and seal as of this day of July 11, 2002.

MONSANTO COMPANY

	By:	/s/ Hendrik A.Verfaillie
		By: Hendrik A.Verfaillie
		Title: President and Chief Executive Officer

ATTEST:

/s/ Michael D. Bryan

STATE OF MISSOURI	)
	)
COUNTY OF ST. LOUIS	)

On this 11th day of July, 2002, before me the undersigned, a Notary Public, in and for the County and State aforesaid, personally appeared Hendrik A. Verfaillie, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he/she executed the same as his/her free act and deed.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in St. Louis, the day and year last above written.

	/s/ Mary Clare Bick
	Notary Public in and for said County and State

My Commission Expires:

Mary Clare Bick
St. Louis County
My Commission Expires
September 15, 2005

EXHIBIT C

EXCLUDED AGREEMENTS

1.	Tax Sharing and Indemnification Agreement by and between Monsanto Company and Solutia dated as of September 1, 1997.

EXHIBIT 99.2

EXECUTION COPY

FIRST AMENDMENT TO
SEPARATION AGREEMENT

This FIRST AMENDMENT TO SEPARATION AGREEMENT, dated as of July 1, 2002 (this “ First Amendment ”), by and between Pharmacia Corporation, a Delaware corporation (“ Pharmacia ”), and Monsanto Company, a Delaware corporation (“ Monsanto ”).

W I T N E S S E T H:

WHEREAS, Pharmacia (formerly known as Monsanto Company (“ Former Monsanto ”)) and Solutia, Inc., a Delaware corporation (“ Solutia ”), are parties to that certain Distribution Agreement, dated as of September 1, 1997 (the “ Distribution Agreement ”), which was entered into in connection with the distribution of the common stock of Solutia to the stockholders of Former Monsanto (the “ Solutia Distribution ”);

WHEREAS, pursuant to the Distribution Agreement, among other things, Former Monsanto assigned and transferred certain assets related to its chemicals businesses to Solutia and Solutia assumed all of the liabilities related to the chemicals businesses of Former Monsanto;

WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of December 19, 1999, by and among Former Monsanto, MP Sub, Incorporated (“ Merger Sub ”) and Pharmacia & Upjohn, Inc. (“ PNU ”), the parties agreed that Merger Sub would be merged with and into PNU with PNU surviving as a wholly owned subsidiary of Former Monsanto in the merger (the “ Merger ”);

WHEREAS, on February 9, 2000, the new Monsanto was incorporated as a wholly owned subsidiary of Former Monsanto under the name “Monsanto Ag Company;"

WHEREAS, on March 31, 2000, (i) the Merger was effective, (ii) Former Monsanto changed its name from “Monsanto Company” to “Pharmacia Corporation,” and (iii) Monsanto changed its name from “Monsanto Ag Company” to “Monsanto Company;"

WHEREAS, on September 1, 2000, Pharmacia and Monsanto entered into certain agreements, including that certain Separation Agreement, dated as of September 1, 2000 (the “ Separation Agreement ”), pursuant to which, among other things, Pharmacia assigned and transferred the Monsanto Assets (as defined in the Separation Agreement) to Monsanto and Monsanto assumed the Monsanto Liabilities (as defined in the Separation Agreement), including all liabilities that were assumed by Solutia or any of its subsidiaries in connection with the Solutia Distribution to the extent that Solutia fails to pay, perform or discharge such liabilities;

WHEREAS, on or about October 23, 2000, Monsanto completed an initial public offering of its common stock in which Monsanto sold approximately 15% of its issued and outstanding shares of common stock to the public;

WHEREAS, Pharmacia currently owns approximately 84% of the issued and outstanding shares of common stock of Monsanto;

WHEREAS, Pharmacia has announced its intention to distribute its entire ownership interest in Monsanto to the stockholders of Pharmacia or could take some other action that will result in Pharmacia no longer controlling Monsanto (a “ Possible Disposition ”);

WHEREAS, Pharmacia, Solutia and Monsanto have entered into an Amendment to Distribution Agreement, dated as of July 1, 2002, pursuant to which, among other things, the parties thereto have amended the Distribution Agreement in light of the Possible Disposition in order to preserve the relationship among the parties as nearly as possible with the original intent and purpose of the Distribution Agreement; and

WHEREAS, Pharmacia and Monsanto each desires to amend the Separation Agreement in light of the Amendment to Distribution Agreement and to further clarify in certain respects the relationship between the parties, all in accordance with the provisions of this First Amendment.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained and intending to be legally bound hereby, the parties hereto agree as follows:

Section 1. Each capitalized term used in this First Amendment and not otherwise defined herein shall have the meaning ascribed thereto in the Separation Agreement, as amended hereby.

Section 2. The parties hereto hereby agree that effective as of the date of this First Amendment the Separation Agreement is hereby amended as follows:

(a) Section 1.01 of the Separation Agreement is hereby amended by adding the following definitions.

“Distribution Agreement: that certain Distribution Agreement, dated as of September 1, 1997, between Pharmacia (formerly known as Monsanto Company) and Solutia, as amended by that certain Distribution Agreement, Amendment.”

“Distribution Agreement Amendment: that certain Amendment to Distribution Agreement, dated as of July 1, 2002, among Pharmacia, Solutia and Monsanto.”

(b) The definition of “Former Agricultural Business” in Section 1.01 of the Separation Agreement is hereby amended by inserting the following language at the end of Schedule F-1 under the heading “Other Former Businesses”:

“34. discontinued herbicides, including, without limitation, 2, 4-D (2,4 dichlorophenoxyacetic acid) and 2, 4, 5-T (2,4, 5 trichlorophenoxyacetic acid).”

(c) The definition of “Insured Monsanto Claim” in Section 1.01 of the Separation Agreement is hereby amended by inserting the word “injury,” immediately before each use of the word “Loss”, and inserting the words “or asserted to have been incurred” after the word “incurred” on the second line.

(d) The definition of “Monsanto Liabilities” in Section 1.01 of the Separation Agreement is hereby amended by inserting the following language at the end of clause (5) thereof immediately after the words “Schedule M-6” and immediately before the words “and, subject to the terms of Article IX” as follows:

“provided that Monsanto Liabilities shall not include and Monsanto shall not assume any Liabilities for environmental remediation or other environmental responsibilities which are not primarily related to the Monsanto Business or any Former Agriculture Business arising directly or indirectly at or from the sites listed on Schedule M-6 (e.g. without limitation, the Marzone site).”

(e) The definition of “Monsanto Liabilities” in Section 1.01 of the Separation Agreement is hereby amended by inserting the following language at the end of clause (9) thereof immediately after the words “such Liabilities” and immediately before the semi-colon:

“, including Solutia’s commitments and obligations under the Distribution Agreement (including Solutia’s obligation to indemnify, defend and hold harmless each member of the Monsanto Group (as defined in the Distribution Agreement)), in each case when any such Liability is due or required to be paid, performed or discharged by any member of the Pharmacia Group without requirement that any demand, right, action or remedy be made, initiated, pursued or obtained against Solutia or any judgment be obtained or enforced against Solutia (such Liabilities described in this clause (9) being referred to collectively as the “Solutia Liabilities”).”

(f) Clause (2)(i) of Section 3.03(b) of the Separation Agreement is hereby amended to read in its entirety as follows:

“(i) relating to or arising out of or due to the failure to pay, perform or discharge in due course the Monsanto Liabilities by any member of the Monsanto Group who has an obligation with respect thereto; provided, however, that in the case of any Solutia Liability, the phrase “in due course” shall mean when due or required to be paid, performed or discharged by any member of the Monsanto Group (as defined in the Distribution Agreement) without requirement that any demand, right, action or remedy be made, initiated, pursued or obtained against Solutia or any judgment be obtained or enforced against Solutia.”

(g) The first Sentence of Section 3.03(d) of the Separation Agreement is hereby amended to read in its entirety as follows:

“(d) On and following the Separation Date Monsanto shall assume (or shall cause one of its wholly-owned Subsidiaries to assume) (i) the prosecution of all claims which are Monsanto Assets and are pending on the Separation Date; (ii) the defense against all Third Party Claims which are Monsanto Liabilities and are pending on the Separation Date or which are made or asserted at any time between the Separation Date and the first date that Pharmacia beneficially owns less than 50.1% of the issued and outstanding voting stock of Monsanto; and (iii) the defense of all claims, including Third Party Claims, whenever arising, that are Solutia Liabilities in the event that Solutia elects not to defend any such claim under the Distribution Agreement or Solutia, after electing to so defend, for any reason fails to defend any Solutia Liability (or breaches its commitment or obligation under the Distribution Agreement to defend), subject to the rights and obligations of the respective parties under the Distribution Agreement, but provided that Monsanto shall promptly take all commercially reasonable actions, (including invoking the dispute resolution provision of the Distribution Agreement, as appropriate) to take control of the defense of such claims from Solutia or to otherwise enforce Monsanto’s rights under the Distribution Agreement.”

(h) Section 3.04 of the Separation Agreement is hereby amended by adding the following Section 3.04(g) immediately following Section 3.04(f) of the Separation Agreement:

“(g) The parties hereto acknowledge and agree that due to the fact that (i) each of Pharmacia and Monsanto are parties to the Distribution Agreement and therefore each have indemnity and certain other rights against Solutia and certain obligations to Solutia with respect to the Solutia Liabilities, (ii) Pharmacia has appointed Monsanto as Pharmacia’s agent and attorney for all purposes with respect to Pharmacia’s rights and obligations under the Distribution Agreement, including any rights and obligations Pharmacia has under the indemnity provisions thereof (and Monsanto has accepted such appointment), and (iii) Monsanto has assumed or undertaken certain obligations with respect to the Solutia Liabilities pursuant to the terms of this Agreement, the parties hereto agree that notwithstanding anything to the contrary contained in this Agreement, including this Section 3.04, the procedure for assumption or indemnification with respect to any Solutia Liability shall be as follows:

(A) Any claim with respect to the Solutia Liabilities shall be treated for all purposes of Section 3.04 as a Third Party Claim and the provisions of Section 3.04, as modified hereby shall apply;

(B) Notwithstanding Section 3.04(a), Monsanto shall be deemed to have actual notice of (i) any Third Party Claim pending on the date hereof which is or becomes a Solutia Liability for which Monsanto has actual or constructive notice and (ii) any claim (including any Third Party Claim) with respect to any matter or Loss or Indemnifiable Loss relating to a Solutia Liability under Article III (each, a “ Solutia Liability Claim ”) for which any indemnitee under the Distribution Agreement has given Monsanto written notice (as Pharmacia’s attorney and agent with respect to the Distribution Agreement or otherwise) and no Indemnitee shall be required to provide any other notice to Monsanto pursuant to Section 3.04(a) or Section 3.04(f);

(C) Sections 3.04(c), (d) and (e) shall apply, except that, subject to the respective rights and obligations of the parties under the Distribution Agreement, Monsanto shall, at Monsanto’s own expense and through counsel chosen by Monsanto (which counsel shall be reasonably satisfactory to the Indemnitee), be obligated to defend any Solutia Liability Claim; and

(D) Section 3.04(f) shall not apply; however, if any member of the Indemnifying Party’s Group fails to pay, perform or discharge its respective obligations arising out of Section 3.03 with respect to any Solutia Liability when due or required to be paid, performed or discharged, any Indemnitee shall be free to pursue such remedies as may be available to such party under Article VI of this Agreement.

(i) Schedule M-3 to the Separation Agreement is hereby deleted in its entirety and replaced with the Amended and Restated Schedule M-3 attached hereto.

(j) Schedule M-8 to the Separation Agreement is hereby deleted in its entirety and replaced with the Amended and Restated Schedule M-8 attached hereto.

Section 3. Monsanto shall, upon reasonable request from Pharmacia, (i) provide to Pharmacia such information as Pharmacia shall reasonably request regarding any Monsanto Liabilities (including Solutia Liabilities) and any actions, claims, proceedings, litigation or investigations (“ Proceedings ”) relating thereto and (ii) consult and confer with Pharmacia regarding (A) all aspects of the Distribution Agreement and their respective rights and obligations thereunder (B) the status of any Proceedings relating to any Monsanto Liabilities (including Solutia Liabilities) and the strategies, possible outcomes and any settlement proposals or negotiations relating thereto, and (C) any indemnity obligations with respect to any Proceeding (including any defense thereof) whether such obligation is a Solutia obligation pursuant to the Distribution Agreement or a Monsanto obligation pursuant to the Separation Agreement. Notwithstanding the foregoing, neither Monsanto nor any legal counsel to Monsanto shall be required to disclose any information that, if disclosed to Pharmacia , would waive Monsanto’s right to claim attorney-client privilege with respect to such information; provided, however, each party shall cooperate and take such actions (including entering into such agreements) as are reasonable in the circumstances in order to permit such information to be provided to Pharmacia without waiving such privilege.

Section 4. Except as expressly modified and amended hereby, the Separation Agreement shall continue to be and shall remain in full force and effect in accordance with its terms. If there is any conflict between the terms of the Separation Agreement, as amended, and the terms of the Protocol Agreement, dated as of July 1, 2002 by and among Pharmacia, Monsanto and Solutia (the “ Protocol Agreement ”), the terms of the Protocol Agreement shall govern.

Section 5. Except as may otherwise be agreed by the parties, each party hereto will pay all costs and expenses incident to its negotiation and preparation of this First Amendment, including the fees, expenses and disbursement of its counsel.

Section 6. This First Amendment shall be governed by and construed in accordance with the laws of the State of Delaware (other than the laws regarding choice of laws and conflicts of laws) as to all matters, including matters of validity, construction, effect, performance and remedies.

Section 7. This First Amendment may be amended, modified or supplemented only by a written agreement signed by all of the parties hereto.

Section 8. This First Amendment and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns, but neither this First Amendment nor any of the rights, interests and obligations hereunder shall be assigned by any party hereto without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed).

Section 9. This First Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Section 10. Any provision of this First Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Each party acknowledges that money damages would be an inadequate remedy for any breach of the provisions of this First Amendment and agrees that the obligations of the parties hereunder shall be specifically enforceable.

[SIGNATURE PAGE IS NEXT PAGE]

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed as of the date first above written.

PHARMACIA CORPORATION,
a Delaware corporation

	By:	/s/ Richard T. Collier
		Name: Richard T. Collier
		Title: Sr. Vice President & General Counsel

MONSANTO COMPANY,
a Delaware corporation

	By:	/s/ Hendrik A.Verfaillie
		Name: Hendrik A.Verfaillie
		Title: President and Chief Executive Officer

FIRST AMENDMENT TO
SEPARATION AGREEMENT
BY AND BETWEEN
PHARMACIA CORPORATION
AND MONSANTO COMPANY

DATED AS OF JULY 1, 2002

AMENDED AND RESTATED
SCHEDULE M-3

MONSANTO ASSETS

Partnerships, Joint Ventures and Other Equity Interests

Anhui an Dai Cotton Seed Technology Company Ltd.
Biotage UK Limited
CDM Mandiyu SRL
D&M Brasil Algodao Ltda.
D&M International LLC
D&M Partners
D&PL China Pte Ltd.
Dnepr
Ecogen, Inc.
Feed Additive Joint Venture with Cultur
GeneTrace Systems, Inc.
Limagrain Canada Seeds
Maharashtra Hybrid Seed Co.
Mendel Biotechnology
Moviagro Technologia Agricola SA
Renessen LLC
Seed Company of Zinjiang AIC Corp.
Shaanxi Province Seed Group Corporation
Zooagro de Venezuela C.A.
Civic Ventures Investment Fund L.P.
Rice-X

FIRST AMENDMENT TO
SEPARATION AGREEMENT
BY AND BETWEEN
PHARMACIA CORPORATION
AND MONSANTO COMPANY

DATED AS OF JULY 1, 2002

AMENDED AND RESTATED
SCHEDULE M-8
MONSANTO SUBSIDIARIES

ENTITY

Agroseed Corp.
Asgrow Seed Company LLC
Bejing New Millennium Fengrui Crop Science
Bretco Holdings (Mauritius) Ltd.
Calgene LLC
Centrogen Holdings Pty. Ltd.
Cereon Genomics LLC
Charoen Seeds Company Ltd.
Chemstrand Overseas S.A.
Commercializadora Sehisa SA
Corn States Hybrid Service LLC
Corporacion Agraria S.L.
Coseven LLC
Danagri APS
Dekalb Genetics Corporation
Holden's Foundation Seeds LLC
Hope Properties LLC
Hybritech SNC
Lan Invest
Lexphc Inc.
Mallard Rice, LLC
MonGard Ltd.
Monsanto Holdings Ltd.
Monsanto (Shanghai) Company Ltd.
Monsanto Ag Products LLC
Monsanto Ag Technologies, LLC
Monsanto Agrar Deutschland GmbH
Monsanto Agricola Honduras SA
Monsanto Agricoltura Italia S.p.A.
Monsanto Agricultura Espana, SA
Monsanto Argentina S.A.I.C.

Monsanto Bangladesh Ltd.
Monsanto Bolivia S.A.
Monsanto C.R. sro
Monsanto Canada, Inc.
Monsanto Canada Seeds, Inc.
Monsanto Caribe LLC
Monsanto Central Africa Inc.
Monsanto Centroamerica (El Salvador) SA
Monsanto India Ltd.
Monsanto Chile Com. E Indus. Ltda.
Monsanto Colombiana Inc.
Monsanto Comercial SA de CV
Monsanto Crop Sciences Denmark SA
Monsanto Ireland Ltd.
Monsanto Crop Sciences Netherland B.V.
Monsanto Crop Sciences NorwayA/S
Monsanto Crop Sciences SwedenAB
Monsanto de Costa Rica SA
Monsanto Dominicana Inc.
Monsanto Ecutoriana SA
Monsanto Enviro-Chem Systems, Inc.
Monsanto Europe SA
Monsanto Far East Ltd.
Monsanto Finance AG
Monsanto Gida ve Tarim Ticaret Limited Sirketi
Monsanto Guatemala Inc.
Monsanto Hellas EPE
Monsanto Holdings Ltd.
Monsanto II-Productos Quimicos e Agricolas, Sociedad Unipessoal Lda.
Monsanto Imperial Chem. Indus. Am. Inc.
Monsanto India Private Limited
Monsanto Interamerica Inc.
Monsanto International Sales Co. Inc.
Monsanto Invest NV.
Monsanto Japan Ltd.
Monsanto Kenya Ltd.
Monsanto Kereskedelmi (Trading) KFT
Monsanto Korea, Inc.
Monsanto Ltd.
Monsanto Mauritius Ltd.
Monsanto New Zealand Ltd.
Monsanto Overseas SA
Monsanto Oy
Monsanto Pakistan AgriTech (Pvt) Ltd.
Monsanto Paraguay S.A.
Monsanto Participacoes Ltda

Monsanto Philippines, Inc.
Monsanto Polska SP Z.OO
Monsanto Produccion y Servios SA de CV
Monsanto Research Corp
Monsanto Romania S.I.
Monsanto Russia ZAO
Monsanto Vietnam Ltd.
Monsanto Services International S.A./N.V.
Monsanto Slovakia s.r.o.
Monsanto South Africa (Pty) Ltd.
Monsanto Tanzania Ltd.
Monsanto Technologies LLC
Monsanto Thailand Ltd.
Monsanto U.K. Ltd.
Monsanto Ukraine Ltd.
Monsanto Venezuela CA
Monsanto West Africa, Inc.
MonSoy S.A.
MonSure Ltd.
Nidus Center for Scientific Enterprise
Olympia Industries Inc.
P.T. Branita Sandhini
P.T. Monagro Kimia
P4 Production LLC
Renfield S.A.
Semillas Hibridas S.A. de C.V.
Semillas Monsanto SA de CV
Sensako Ltd.
Vigortech Inc.

EXHIBIT 99.3

EXECUTION COPY

PROTOCOL AGREEMENT

THIS PROTOCOL AGREEMENT, dated as of July 1, 2002 (this “ Protocol Agreement ”), by and among Pharmacia Corporation, a Delaware corporation, Solutia Inc., a Delaware corporation (“ Solutia ”), and Monsanto Company, a Delaware corporation.

W I T N E S S E T H:

WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of December 19, 1999 (the “ Merger Agreement ”), by and among the former Monsanto Company (which is the Delaware corporation identified in the introductory paragraph of this Protocol Agreement as “Pharmacia Corporation” and which is referred to herein as either “ Former Monsanto ” or “ Pharmacia ,” as the context requires), MP Sub, Incorporated (“ Merger Sub ”) and Pharmacia & Upjohn, Inc. (“ PNU ”), the parties agreed that Merger Sub would be merged with and into PNU with PNU surviving as a wholly owned subsidiary of Former Monsanto in the merger (the “ Merger ”);

WHEREAS, on February 9, 2000, the new Monsanto Company (which is the Delaware corporation identified in the introductory paragraph of this Protocol Agreement as “Monsanto Company” and which is referred to herein as either “ New Monsanto ” or “ Monsanto ”) was incorporated as a wholly owned subsidiary of Former Monsanto under the name “Monsanto Ag Company;"

WHEREAS, Pharmacia currently owns approximately 84% of the issued and outstanding shares of common stock of New Monsanto;

WHEREAS, simultaneously with the execution of this Protocol Agreement, (i) the parties hereto entered into a certain Amendment to the Distribution Agreement (the “ Distribution Agreement Amendment ”) pursuant to which the assignment from Pharmacia to New Monsanto of certain assets and liabilities contemplated pursuant to the Separation Agreement (including the Distribution Agreement) was effectuated and the relationship among the parties was preserved as nearly as possible with the original intent and terms of the Distribution Agreement and (ii) Pharmacia and New Monsanto entered into that certain First Amendment to the Separation Agreement (the “Separation Agreement Amendment ”) subject to New Monsanto obtaining approval thereof from the Special Committee of its Board of Directors (“ New Monsanto Special Committee ”);

WHEREAS, pursuant to the Distribution Agreement, as amended by the Distribution Agreement Amendment (the “ Amended Distribution Agreement ”), Solutia agreed, among other things, to indemnify, defend and hold harmless the Monsanto Group (as defined in the Amended Distribution Agreement) from and against all Chemical Liabilities;

WHEREAS, pursuant to its obligations under the Amended Distribution Agreement, Solutia has agreed to and has been defending Pharmacia in connection with Sabrina Abernathy, et al. v. Monsanto Company, et al. , Case No. CV01832 (the “ Litigation ”);

WHEREAS, a jury verdict has been returned in the Litigation with respect to the liability of Solutia and Pharmacia with respect to certain claims at issue in the Litigation and proceedings have commenced to determine the jury’s verdict of damages on account of such liability;

WHEREAS, pursuant to the Amended Distribution Agreement, Solutia is obligated, among other things, to post a bond in the Litigation in order to stay execution of any judgment against Solutia and/or Pharmacia pending appeal of any judgment (each, an “ Appeal ”);

WHEREAS, Solutia has requested that Pharmacia commit to posting a bond required to stay execution of any judgment in the Litigation pending an Appeal;

WHEREAS, Pharmacia is willing to use commercially reasonable efforts to post a bond sufficient to stay the execution of any judgment against Pharmacia and/or Solutia in the Litigation pending any Appeal, upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained and intending to be legally bound hereby, the parties hereto agree as follows:

Section 1. Each capitalized term used in this Protocol Agreement and not otherwise defined herein shall have the meaning ascribed thereto in the Amended Distribution Agreement.

Section 2. This Protocol Agreement is a written, signed amendment and modification of (i) the Amended Distribution Agreement, in satisfaction of the requirements of Section 10.06 of the Amended Distribution Agreement and (ii) only in the event that it is approved by the Monsanto Special Committee as contemplated in Section 7 below, the Amended Separation Agreement (as defined below), in satisfaction of the requirements of Section 11.07 of the Amended Separation Agreement.

Section 3. In the event that Solutia does not, within 5 days of any judgment, post a bond sufficient to stay the execution of any judgment rendered in the Litigation pending any Appeal, Pharmacia shall post such bond, provided that Pharmacia is able to obtain a bond upon commercially reasonable terms for a company of Pharmacia’s financial conditions and resources and provided further that, as conditions precedent: (i) Solutia and New Monsanto each promptly and fully perform all duties, fulfill all obligations and meet all requirements set forth herein; and (ii) Solutia successfully completes the issuance and sale of Senior Secured Notes (the “Senior Notes ”) contemplated in Solutia’s Preliminary Offering Memorandum dated June 18, 2002 (“ POM ”); and (iii) Solutia completes its refinancing plan and the proceeds from the sale of the Senior Notes that will be held in escrow by SOI Funding Corp. shall have been released to Solutia (other than in connection with any redemption of the Senior Notes) as part of Solutia’s refinancing plan all upon such terms and conditions substantially as described in the POM and in all material respects as described in the Final Offering Memorandum relating to the Senior Notes.

Section 4. Solutia shall provide immediate notice of (and in no event more than three business days after) any judgment in the Litigation that may be appealed or that may give rise to a right by a party to the Litigation to enforce such judgment against Solutia, Pharmacia or any other person or to execute such judgment against any asset of Solutia, Pharmacia or any other person.

Section 5. In the event Pharmacia posts a bond pursuant to Section 3 above, and subject to Section 7 below, the following shall apply:

(a) Solutia shall reimburse or pay directly, and in no event later than thirty (30) days after receipt of an invoice or bill, Pharmacia’s and/or New Monsanto’s Expenses (as defined hereinafter). “ Expenses ” means all of Pharmacia’s and/or new Monsanto’s out-of-pocket expenses in connection with obtaining any bond that are incurred no earlier than forty-five (45) days before the bond is posted, including, without limitation: (i) the premium due on the bond and /or the fees charged by the provider of any bond; (ii) the fees and expenses relating to any third-party credit enhancement related to the bond; (iii) all costs and expenses of securing Pharmacia’s and/or New Monsanto’s obligations with respect to the bond; and (iv) fees and expenses of financial advisors and attorneys retained by Pharmacia or New Monsanto in connection with the foregoing. To the extent Solutia does not reimburse or pay directly Pharmacia’s Expenses in accordance with this Section 5(a), New Monsanto shall reimburse or pay directly Pharmacia’s Expenses within thirty (30) days after the written notice of Solutia’s failure to reimburse or pay such expenses.

(b) (i) If, pursuant to Section 3 above, Pharmacia is able to obtain a bond sufficient to stay the execution of any judgment rendered in the Litigation pending an Appeal without providing or posting any collateral or third-party credit enhancement (“ Collateral ”), then Solutia, New Monsanto and Pharmacia shall have shared control over decisions to compromise or settle any and all claims at issue, or arguably at issue, in any Appeal and/or the Litigation. If under this provision Solutia, New Monsanto and Pharmacia are unable to unanimously agree with respect to any decision concerning the compromise or settlement of any claim at issue, or arguably at issue, in any Appeal and/or the Litigation, then the agreement of any two of the three parties hereto shall be binding upon all parties hereto. If, pursuant to Section 3 above, Pharmacia is unable to obtain a bond sufficient to stay the execution of any judgment rendered in the Litigation pending an Appeal without providing Collateral, then control over decisions to compromise or settle any and all claims at issue, or arguably at issue, in any Appeal and/or the Litigation shall be determined pursuant to Sections 5(b)(ii)-(iv) below.

(ii) If, pursuant to Section 3 above, Pharmacia is unable to obtain a bond sufficient to stay the execution of any judgment rendered in the Litigation pending an Appeal without providing Collateral, then Solutia shall have the first option to provide all Collateral necessary to obtain the bond as contemplated by Section 3 above. If Solutia exercises this option and provides all Collateral necessary for Pharmacia to post the bond, then Solutia shall have sole and exclusive right to compromise or settle on a commercially reasonable basis all claims at issue, or arguably at issue, in any Appeal and/or the Litigation and Solutia need not receive the consent or approval of Pharmacia or New Monsanto to settle all of the claims at issue, or arguably at issue, in any Appeal and/or the Litigation, provided that the settlement includes as a term thereof the delivery by the claimant(s) or plaintiff(s) to Pharmacia of a written release of Pharmacia, New Monsanto and Solutia from all liability in respect to the Litigation once payment of the settlement and fulfillment of any other obligations of the settlement have been effectuated. Solutia shall nevertheless have a duty of prior consultation with New Monsanto and Pharmacia concerning any settlement decision as set forth in Section 6 below.

(iii) If, pursuant to Section 3 above, Pharmacia is unable to obtain a bond sufficient to stay the execution of any judgment rendered in the Litigation pending an Appeal without providing Collateral and Solutia does not exercise (or fails to exercise within five (5) business days after receiving a written request from Pharmacia) its first option as set forth in Section 5(b)(ii) above, then New Monsanto shall have the second option to provide all Collateral necessary to obtain the bond as contemplated by Section 3 above. If New Monsanto exercises this option and provides all Collateral necessary for Pharmacia to post the bond, then New Monsanto shall have sole and exclusive right to compromise or settle on a commercially reasonable basis all claims at issue, or arguably at issue, in any Appeal and/or the Litigation and New Monsanto need not receive the consent or approval of Pharmacia or Solutia to settle all of the claims at issue, or arguably at issue, in any Appeal and/or the Litigation, provided that the settlement includes as a term thereof the delivery by the claimant(s) or plaintiff(s) to Pharmacia and Solutia of a written release of Pharmacia, New Monsanto and Solutia from all liability in respect to the Litigation once payment of the settlement and fulfillment of any other obligations of the settlement have been effectuated. New Monsanto shall nevertheless have a duty of prior consultation with Solutia and Pharmacia concerning any settlement strategies or decision as set forth in Section 6 below.

(iv) If, pursuant to Section 3 above, Pharmacia is unable to obtain a bond sufficient to stay the execution of any judgment rendered in the Litigation pending an Appeal without providing Collateral and neither Solutia nor Monsanto exercises (or if both fail to exercise their respective options within five (5) business days after receiving a written request from Pharmacia) its option as set forth in Section 5(b)(ii) and (iii) above, then Pharmacia shall provide the Collateral necessary to obtain the bond as contemplated by Section 3 above. In such case, Pharmacia shall have sole and exclusive right to compromise or settle on a commercially reasonable basis any and all claims at issue, or arguably at issue, in any Appeal and/or the Litigation and need not receive the consent or approval of Solutia or New Monsanto to settle all or some of the claims at issue, or arguably at issue, in any Appeal and/or the Litigation, provided that the settlement includes as a term thereof delivery by the claimant(s) or plaintiff(s) to Solutia and New Monsanto of a written release of Pharmacia, New Monsanto and Solutia from all liability in respect to the Litigation once payment of the settlement and fulfillment of any other obligations of the settlement have been effectuated. Pharmacia shall nevertheless have a duty or prior consultation with New Monsanto and Solutia concerning any settlement strategies or decision.

(c) In the event that any claims at issue, or arguably at issue, in any Appeal and/or the Litigation are settled, Solutia shall pay the full settlement amount and perform any obligations of Solutia and/or Pharmacia set forth in the settlement agreement. In the event that any claims at issue are not settled and a final, non-appealable judgment is entered against Solutia and/or Pharmacia, Solutia shall pay directly and otherwise fulfill all of Solutia’s and Pharmacia’s obligations pursuant to such judgment. To the extent that Solutia fails to promptly and fully meet its obligations with respect to the payment of any judgment or settlement or with respect to other obligations arising out of any settlement or judgment in any Appeal and/or the Litigation, Solutia shall enter into a consent judgment in favor of Pharmacia and New Monsanto against Solutia in the amount equal to the amount specified in the judgment or settlement minus any amount paid by Solutia in satisfaction of the judgment or settlement. To the extent that Solutia fails to promptly and fully meet its obligations with respect to the payment of any judgment or settlement or with respect to other obligations arising out of any settlement or judgment in any Appeal and/or the Litigation, New Monsanto agrees to pay, perform or discharge such liabilities and obligations when due and owing pursuant to the terms of the Separation Agreement, as amended by the Separation Agreement Amendment (the “ Amended Separation Agreement ”). To the extent that New Monsanto fails to promptly and fully meet its obligations with respect to the payment of any judgment or settlement when due and owing or with respect to other obligations arising out of any settlement or judgment in any Appeal and/or the Litigation, New Monsanto shall enter into a consent judgment in favor of Pharmacia and against New Monsanto in the amount equal to the amount specified in the judgment or settlement minus any aggregate amount paid by Solutia and new Monsanto in satisfaction of the judgment or settlement.

(d) For purposes of any Appeal and settlement of any Appeal only, to the extent the rights, duties, commitments and obligations set forth in this Section 5 of the Protocol Agreement and the Power of Attorney attached hereto as Exhibit A differ from or conflict with the rights, duties, commitments and obligations of the parties as set forth in the Amended Distribution Agreement or in the Amended Separation Agreement, or any power of attorney granted in connection therewith, the rights, duties, commitments and obligations in this Section 5 shall supercede and take precedent over the rights, duties, commitments and obligations set forth in the Amended Distribution Agreement or the Amended Separation Agreement, or any power of attorney granted in connection therewith, as the case may be.

(e) In the event that Solutia files or is subject to any voluntary or involuntary bankruptcy proceeding, Solutia’s rights hereunder and Solutia’s right to defend Pharmacia with respect to any Appeal and/or the Litigation and the power of attorney with respect thereto attached hereto as Exhibit A are automatically and immediately revoked. The parties further agree that consent from relief from any automatic stay under section 362 of the Untied States Bankruptcy Code is not necessary, but that should a court rule otherwise, Solutia hereby consents to the entry of an order granting relief from the stay in order to effectuate this paragraph and agrees to provide all necessary cooperation. The parties further agree that the Power of Attorney with respect to any Appeal and/or the Litigation shall be immediately revoked.

Section 6. The power of attorney attached as Exhibit 4.03(e) to the Amended Distribution Agreement is hereby revoked and is of no further force or effect and is replaced by the power of attorney attached hereto as Exhibit A , which shall be executed by Pharmacia. Pursuant to the power of attorney attached hereto as Exhibit A, the prosecution of any Appeal and continued defense of the Litigation shall be managed by Solutia at Solutia’s expense. Solutia shall report to New Monsanto and Pharmacia all material developments concerning the Litigation and any Appeal and shall provide all information and documents reasonably requested by either New Monsanto or Pharmacia. At their expense, New Monsanto and Pharmacia may associate with and advise Solutia in the prosecution of any Appeal and continued defense of the Litigation and Solutia shall allow Pharmacia and New Monsanto to consult with and advise Solutia in connection with any decision or strategy in any Appeal and the Litigation. Solutia shall also fully inform Pharmacia and New Monsanto on an immediate basis and in writing of any settlement discussions regarding the Litigation and/or any Appeal and shall, subject to Section 5(b) above, consult fully with Pharmacia and New Monsanto concerning any settlement strategies or decision.

Section 7. Solutia, Pharmacia and New Monsanto acknowledge and agree that this Protocol Agreement shall not be enforceable as to New Monsanto until the earlier of July 11, 2002 or the date upon which the New Monsanto Special Committee approves of the provisions of this Protocol Agreement and authorizes New Monsanto’s execution of this Protocol Agreement. In the event that the New Monsanto Special Committee does not approve the provisions of, and does not authorize New Monsanto’s execution of, this Protocol Agreement on or before July 11, 2002, then Solutia, Pharmacia and New Monsanto agree that New Monsanto will no longer be deemed to be a party under this Protocol Agreement and will have no rights or obligations hereunder, except that New Monsanto shall nevertheless retain the rights and obligations set forth in Section 5(b)(i) above. Furthermore, in said event, Solutia and Pharmacia agree that, except with respect to Section 5(b)(i) above: (i) all references to New Monsanto in this Protocol Agreement (as well as any related text) shall be deemed deleted; (ii) Sections 5(b)(iii), 9 and 12 of this Protocol Agreement shall be deemed to be deleted in its entirety; (iv) Section 10 of this Protocol Agreement shall be deemed amended by deleting everything after the text that reads “including, without limitation, Article IV thereof”.

Section 8. Other than as provided herein, neither Pharmacia, New Monsanto nor Solutia has waived or compromised any of their respective rights under the Amended Distribution Agreement. In addition, the running of any limitations on the time for either Pharmacia, New Monsanto or Solutia to assert any claims related to the Litigation under the Amended Distribution Agreement is tolled until 120 days after final resolution of any Appeal.

Section 9. Other than as provided herein, neither Pharmacia nor New Monsanto has waived or compromised any of their respective rights under the Amended Separation Agreement. In addition, the running of any limitations on the time for either Pharmacia or New Monsanto to assert any claims related to the Litigation under the Amended Separation Agreement is tolled until 120 days after final resolution of any Appeal.

Section 10. Nothing herein is intended to nor shall be construed to waive or limit any of the commitments and obligations of Solutia to Pharmacia, New Monsanto or the Monsanto Group (and each of their Representatives and Affiliates) set forth in the Amended Distribution Agreement including, without limitation, Article IV thereof, or to waive or limit any commitments and obligations of New Monsanto to Pharmacia or the Pharmacia Group (and each of their Representatives and Affiliates) set forth in the Amended Separation Agreement including, without limitation, Article III thereof.

Section 11. Provided that Solutia promptly and fully complies with, as conditions precedent, the commitments, obligations and duties set forth above, Pharmacia and New Monsanto each agree that Solutia’s failure to post a bond pending an Appeal does not constitute a breach of Solutia’s commitments and obligations to Pharmacia or New Monsanto under the Amended Distribution Agreement.

Section 12. Provided that New Monsanto promptly and fully complies with, as conditions precedent, the commitments, obligations and duties set forth above, Pharmacia agrees that New Monsanto’s failure to post a bond pending an Appeal does not constitute a breach of New Monsanto’s commitments and obligations to Pharmacia under the Amended Separation Agreement.

Section 13. Except as otherwise agreed between New Monsanto and Pharmacia, each party hereto will pay its own costs and expenses incident to its negotiation and preparation of this Protocol Agreement, including the fees, expenses and disbursement of its counsel.

Section 14. This Protocol Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (other than the laws regarding choice of laws and conflicts of laws) as to all matters, including matters of validity, construction, effect, performance and remedies.

Section 15. This Protocol Agreement may be amended, modified or supplemented only by a written agreement signed by all of the parties hereto.

Section 16. This Protocol Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their successors, but neither this Protocol Agreement nor any of the rights, interests and obligations hereunder shall be assigned by any party hereto.

Section 17. This Protocol Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Section 18. Any provision of this Protocol Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Each party acknowledges that money damages would be an inadequate remedy for any breach of the provisions of this Protocol Agreement and agrees that the obligations of the parties hereunder shall be specifically enforceable.

[SIGNATURE PAGE IS NEXT PAGE]

IN WITNESS WHEREOF, the parties hereto have caused this Protocol Agreement to be duly executed as of the date first above written.

PHARMACIA CORPORATION,
a Delaware corporation

	By:	/s/ Richard T. Collier
		Name: Richard T. Collier
		Title: Sr. Vice President & General Counsel

MONSANTO COMPANY,
a Delaware corporation

	By:	/s/ Hendrik A.Verfaillie
		Name: Hendrik A.Verfaillie
		Title: President and Chief Executive Officer

SOLUTIA INC.,
a Delaware corporation

	By:	/s/ Robert A. Clausen
		Name: Robert A. Clausen
		Title: Sr. Vice President & Chief Financial Officer

EXECUTION COPY

EXHIBIT A

FORM OF
POWER OF ATTORNEY: LITIGATION

KNOW ALL MEN BY THESE PRESENTS:

That Pharmacia Corporation, a corporation organized and existing under the laws of the State of Delaware or the applicable member of the Monsanto Group (“Pharmacia”) has made, constituted and appointed and by these presents does make, constitute and appoint, Solutia Inc., a corporation organized and existing under the laws of the State of Delaware or the applicable member of the Chemicals Group (“Solutia”) its true and lawful agent and attorney, for Pharmacia and in Pharmacia’s name, place and stead, for all purposed with respect to Third Party Claims as to which Solutia has agreed to indemnify Pharmacia, and such claims against Third parties which continue to be held by Pharmacia in trust for Solutia, such Third Party Claims and claims against Third Parties being collectively referred to herein as “Claims”; and its attorney shall have, subject to the provisions of the Protocol Agreement, dated July 1, 2002 (the “Protocol Agreement”), to which this power of attorney is entered, full power and authorization to take all action with respect to such Claims as Pharmacia can take and which said attorney, acting through its officers or their delegates, who in each case, acting alone, in his or her sole discretion, think best, including without limitation, (i) to represent Pharmacia with respect to such Claims for so long as such Claims are unresolved; (ii) to appear in Pharmacia’s name and to execute, deliver and file all pleadings, motions and other filings, at trial, on appeal, or in a proceeding, through counsel retained by Solutia or by officers of Solutia or their delegates, acting alone, or otherwise; (iii) to assert or waive any or all rights with respect to such Claims; (iv) to engage in all phases of discovery with respect to such Claims, including without limitation, to take depositions, defend depositions and propound or respond to other discovery requests, such as interrogatories or requests for production of documents; (iv) to direct and accept service of process with respect to such Claims; (v) to execute and deliver affidavits as may be necessary or desirable with respect to such Claims; (vi) to agree to and to represent Pharmacia in alternative resolution proceedings, including arbitration or mediation of Claims; (viii) to discuss or negotiate settlement agreements and releases with Third Parties with respect to such Claims on such terms and conditions as Solutia thinks best; (ix) to execute, deliver and, if needed, file any and all settlement agreements, releases and other agreements, documents and instruments as may be required and any and all modifications thereof; and (x) to obtain and post bonds pending appeal; hereby giving and granting to Pharmacia’s said attorney full power and authority to do and perform all and every act and thing whatsoever necessary to be done in the premises as fully to all intents and purposes as Pharmacia might or could do, hereby ratifying and confirming all that its said attorney may do pursuant to this power.

Pharmacia hereby gives and grants to its said attorney full power and authority to do and perform all and every act and thing whatsoever necessary to be done in the premises, in order fully to carry out and effectuate the authority herein granted, as fully to all intents and purposes as Pharmacia might or could do if acting through its own officers or delegates, and Pharmacia hereby ratifies and confirms all that its said attorney may do pursuant to this power.

Pharmacia hereby further authorizes and empowers its said attorney to substitute and appoint in the place and stead of its said attorney, or to employ agents or sub-agents as Solutia thinks best, one or more attorney or attorneys to exercise for Pharmacia as its attorney or attorneys any and all of the powers and authorities hereby conferred; and to revoke such appointment or appointments from time to time, and to substitute or appoint any other or others in the place of such attorney or attorneys as Solutia shall from time to time think fit.

Unless specifically defined herein, capitalized terms shall have the meaning defined in the Distribution Agreement, as amended.

The term “ Distribution Date ” when used herein means September 1, 1997.

The term “ Governmental Authority ” when used herein means any federal, state, local, foreign or international court, government, department, commission, board, bureau, agency, the NYSE, or other regulatory, administrative or governmental authority.

The term “ Third Party ” when used herein means any individual, partnership, joint venture, corporation, trust, limited liability company, unincorporated organization or a government or any department or agency thereof other than Pharmacia or Solutia or their wholly owned direct or indirect subsidiaries or affiliates.

All references in this document to “ its attorney ” or “ its said attorney ” or “ its true and lawful attorney ,” or similar designations shall refer to Solutia Inc. [or the appropriate member of the Chemicals Group] and each and every person to whom Solutia delegates such power and also to each and every substitute or successor attorney-in-fact appointed under the terms of this instrument as herein provided.

All references in this document to “ its attorney ” or “ its said attorney ” or “ its true and lawful attorney ,” or similar designations shall refer not only to Solutia or its delegates but also to each and every substitute or successor attorney-in-fact appointed under the terms of this instrument as herein provided.

In the event that Pharmacia posts a bond as contemplated in the Protocol Agreement, this power of attorney shall automatically terminate without notice, provided, however, this power of attorney may be renewed for additional thirty (30) day periods at the written request of Pharmacia.

All persons dealing with Pharmacia’s said attorney shall be protected in relying upon a copy of this instrument and shall be protected in relying upon the written certificate of Solutia as to the Claims which are the subject of this power of attorney, the identity and authority or its officers, their delegates and any substitute or successor appointed pursuant to the terms hereof, and/or as to whether any of the persons authorized to act hereunder is unavailable so to act, so as to authorize some other person to act hereunder, and Pharmacia hereby declares that as against it and all persons claiming under it everything which its attorney shall do or cause to be done pursuant hereto shall be valid and effectual in favor of any person claiming the benefit hereof who at the time of the doing thereof shall have relied upon any such certification made by Solutia. If required by applicable law or if Solutia desires for any reason to do so, an executed copy of this Power of Attorney shall be filed for record with the Governmental Authority wherein the Claim is pending or such other place as required by law or whether Solutia thinks best. Pharmacia authorizes Solutia to make all such filings.

This instrument may be executed in any number of counterparts, and all of said counterparts shall constitute but one and the same instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and seal this 30th day of July, 2002.

PHARMACIA CORPORATION

	/s/ Judith Reinsdorf
	By: Judith Reinsdorf
	Title: Vice President and Assistant Secretary

ATTEST:

Carol M. Murphy

STATE OF NEW JERSEY	)
	)
COUNTY OF SOMERSET	)

On this 30th day of July, 2002, before me the undersigned, a Notary Public, in and for the County and State aforesaid, personally appeared Judith A.Reinsdorf, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he/she executed the same as his/her free act and deed.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in Peapack, NJ, the day and year last above written.

	/s/ Carol M. Murphy
	Notary Public in and for said County and State

My Commission expires:

Carol M. Murphy
Notary Public, State of New Jersey
My Commission Expires March 4, 2003

Exhibit 99.4

MONSANTO
$750MM - $1BN Bond Offering
July 2002

Offering Summary

Issuer:

Monsanto Company

Ratings:

A (Stable Outlook) / Baa 1 (Stable Outlook)

Amount:

$750MM - $1BN

Maturity:

Multi-tranche

Ranking:

Senior Unsecured

Format:

SEC Registered

Use of Proceeds:

Repay commercial paper and related party loans

Joint Bookrunners:

JPMorgan and Salomon Smith Barney

Forward Looking Statements

Certain statements contained in this presentation, such as statements concerning the company's anticipated financial results, current and future product performance, regulatory approvals, currency impact, business and financial plans and other non-historical facts are "forward-looking statements." These statements are based on current expectations and currently available information. However, since these statements are based on factors that involve risks and uncertainties, the company's actual performance and results may differ materially from those described or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, among others: fluctuations in exchange rates and other developments related to foreign currencies and economies; increased generic and branded competition for the company's Roundup herbicide; the success of the company's research and development activities and the speed with which regulatory authorizations and product launches may be achieved; domestic and foreign social, legal and political developments, especially those relating to agricultural products developed through biotechnology; the accuracy of the company's estimates and projections, for example, those with respect to product returns and grower use of our products and related distribution inventory levels; the company's ability to continue to manage its costs; the company's ability to successfully market new and existing products in new and existing domestic and international markets; the company's ability to obtain payment for the products that it sells; the company's ability to achieve and maintain protection for its intellectual property; the effects of the company's accounting policies and changes in generally accepted accounting principles; the company's exposure to lawsuits and other liabilities and contingencies, including those related to intellectual property, product liability, regulatory compliance (including seed quality), environmental contamination and antitrust; the effect of weather conditions and commodity markets on the agriculture business; the company's ability to fund its short-term financing needs; general economic and business conditions; any changes in business, political and economic conditions due to threat of future terrorist activity and related military action; and other risks and factors detailed in the company's filings with the U.S. Securities and Exchange Commission. The company disclaims any current intention to revise or update any forward-looking statements or any of the factors that may affect actual results, whether as a result of new information, future events or otherwise.

Key Investment Highlights

Leading provider of agricultural products for growers
#1 market share in weed control (Roundup)
Leading position in conventional and bio-engineered seeds
Broad geographic reach
Leading research and development position
Large intellectual property portfolio
Conservative financial policies
Substantial free cash flow
Commitment to single “A” ratings
Successfully renewed bank facility
Strong leverage and coverage ratios

Overview of Monsanto

Leading provider of agricultural products for growers
$5.5BN in sales and $1.1BN EBITDA in 2001
14,600 employees worldwide
Successfully completed IPO in October 2000
Spin-off from Pharmacia to be completed August 13, 2002

2001 Sales Breakdown by Segment

Biotech/seed - 31%
Ag Chem - 69%

2001 Geographic Sales Breakdown

U.S. - 62%
Canada - 3%
Asia Pacific - 7%
Europe/Africa - 11%
Latin America - 17%

Leading Global Brands

Herbicides

Roundup Original
Lasso
Buckle
Harness Xtra
Degree
Fallow Master

Industrial, Turf & Ornamental

Roundup Pro
Aquamaster
Manage
Outrider
Campaign

Seeds

Asgrow
DEKALB
Hartz Seed

Biotechnology

Roundup Ready Canola
YieldGard Corn Borer
Roundup Ready Cotton
Roundup Ready Soybeans
Bollgard
Roundup Ready Corn

Leadership in Key Markets

2001 Sales Revenue $BN	Ag Chem	Biotech / Seed	Total
Syngenta	$5.4	$0.9	$6.3
Bayer/Aventis	6.1	0.2	6.3
Monsanto	3.5	1.7	5.2
DuPont/Pioneer	1.9	1.9	3.8
BASF	3.1	0.0	3.1
Dow AG/Rohm & Haas	2.6	0.2	2.8
Sumitomo	0.7	0.0	0.7
FMC	0.7	0.0	0.7

Source: Phillips McDougall

Agricultural Productivity Segment

69% of total sales

Crop protection products

– Leading Roundup business

– Stable selective chemistry businesses

Animal agriculture products

– Leading Posilac business

Recent developments

– New line extensions

Historical Revenue
$MM

1999 - $3,586
2000 - $3,885
2001 - $3,755
LTM - $3,348

Historical EBITDA ¹
$MM

1999 - $1,082
2000 - $1,308
2001 - $997
LTM - $689

Note: LTM numbers as of June 30, 2002
¹ EBITDA numbers include special items

Roundup: World's Largest Selling Crop Protection Brand

2000 Sales

$BN
Monsanto
Others

Roundup - 2.6
Imidacloprid - 0.5
Gramoxone - 0.5
Azoxystrobin - 0.4
Acetochlor - 0.4
Chlorpyrifos - 0.4
Atrazine - 0.3
Metolachlor - 0.3
Mancozeb - 0.3
2,4-D - 0.3

Source: Phillips McDougall and company

Roundup Strategy

Integrated Solutions With Seed and Biotech
Build Customer/Distribution Relationships
Maintain Molecule and Brand Leadership
Grow Capacity While Reducing Cost
Build Large Market And Grow Volume

Creates incremental value for grower and retailer
Brand premium focus
Build unique portfolio
Supply agreements
Differentiated products - new and unique formulations
Low cost position
Superior logistical capabilities
Capture price elasticity gains
Grow con-till acres
Roundup Ready crop expansion

Roundup: Historical Results

Indexed (1994=100)

Volume

'94 - 100
'95 - 132.6
'96 - 159.6
'97 - 201.6
'98 - 257.8
'99 - 315.8
'00 - 371.2
'01 - 380.1

CAGR = 21%

Cost

'94 - 100
'95 - 96.7
'96 - 89.2
'97 - 78.9
'98 - 76.3
'99 - 69.7
'00 - 65.6
'01 - 63.4

CAGR = (6%)

Price

'94 - 100
'95 - 91.6
'96 - 89.1
'97 - 79.7
'98 - 72
'99 - 63.8
'00 - 57.5
'01 - 51.8

CAGR = (9%)

Gross Profit

94 - 100
'95 - 117
'96 - 142.2
'97 - 161.6
'98 - 178.3
'99 - 188.9
'00 - 193.4
'01 - 167.5

CAGR = 8%

Note: Cost and price are expected to trend at historical rates, while volume growth rate will decline, thus causing gross profit to trend lower

Moving from Chemicals to Biotech

Past

Maximized output with chemical usage
High cost structure
Deteriorating soil conditions

Future

Increased use of biotech
Rapid addition of favorable input traits
Improved crop protection
Future for genetically conveying quality and output traits
Soil preservation through Con-Till

Invested in Growth Segment of Industry

	Ag Chem	Biotech/Seed
	$BN
2000	13	4.3
2004	12	6.1

Biotech/Seed

2000 - 2004
$1.8BN Gross Profit Gain

Ag Chem

2000 - 2004
$1.6BN Gross Profit Loss

Monsanto 2001 R&D

Ag Chem - 17%
Biotech & Seeds - 83%

Rest of Industry Average 2001 R&D

Ag Chem - 71%
Biotech & Seeds - 29%

Source: Phillips McDougall and Monsanto estimates

Seeds and Genomics Segment

31% of total sales

Global seeds and related traits business
Genetic technology platforms
2001 key performance factor

– Change to royalty-based marketing strategy

New line extensions

Historical Revenue
$MM

1999 - $1,662
2000 - $1,608
2001 - $1,707
LTM - $1,598

Historical EBITDA ¹
$MM

1999 - ($29)
2000 - ($244)
2001 - $85
LTM - ($26)

Note: LTM numbers as of June 30, 2002
¹ EBITDA numbers include special items

Global Biotech Crop Acreage Continues to Grow

Acres in Millions

	Monsanto		Other
1996 1997 1998 1999 2000 2001	4 18 63 90 103 123		1 4 5 5 7 6

Biotech share of crop acreage:

	Global	U.S.
Soybean	43%	74%
Cotton	17%	71%
Canola	8%	59%
Corn	8%	25%

Monsanto's trait share 90+%
2001 acreage grew 18% overall in 13 countries
Early indications put U.S. 2002 acreage growth in high single digits
Traits have operating margins of 60-80%

Seeds and Genomics Strategy

“Best in Class” R&D Platforms
Integrated global seed assets
Differentiated on genomics, breeding, and biotech programs
Continue to focus on best opportunities
Launch industry shaping new products

Expand core trait business
Successfully launch new products
—    Roundup Ready corn
—    Corn Rootworm
—    Bollgard II
Accelerate mid-term growth
—    Yield
—    Roundup Ready Wheat
—    Advance Genomic Leads
Enhance long-term pipeline growth
—    Yield Traits
—    Quality Traits
—    Input traits 2nd generation
Drive downstream alliances for food, feed and other

Free Cash Flow Has Turned Positive

Free Cash Flow
$MM

1999 - ($295)
2000 - ($264)
2001 - $183
2002F - $400

2002 forecasted free cash flow	($mm)
Pre-tax income	($1,700)
FAS 142 adjustment	2,000
Depreciation and amortization	500
Working capital changes	100
Other balance sheet changes	(100)
Net cash flow	$800
Capex and investments	(400)
Free cash flow ¹	$400

Note: Free cash flow defined as cash provided by operations less cash required for capex and investing activities
¹ Free cash flow includes approximately $90mm cash from Japanese asset sale and estimated $65mm cash restructuring costs.

Declining Capital Expenditures

Capital spending lower in 2001 by 30+%
Completed investment in Brazil facility
Major Roundup and seed integration complete
2002 and future spending at level to support sustainable growth
Maintenance capex averages:
— 1999 to 2001: $170MM
— 2002 estimate: $171MM

$MM
1999 - $632
2000 - $582
2001 - $382
2002F - $350

Managing Inventory Levels

	Inventories $ in Billions	Inventory as % of 12-month sales
Q4 1998	1.4	31%
Q2 1999	1.18	24%
Q4 1999	1.44	28%
Q2 2000	1.22	23%
Q4 2000	1.25	23%
Q2 2001	1.13	21%
Q4 2001	1.36	25%
Q2 2002	1.24	25%

Inventory management initiatives
—  SKU rationalization
—  Improved marketing / seed production planning
—  Satellite controlled logistics systems

Improving Receivables Management

	Receivables $ in Millions	Receivables as % of 12-month sales
2000	2410	44%
2001	2310	42%
2002F	2200	40%
2003F	2200	38%

Receivables collections improved 9% in 2001
Receivables as a percentage of net sales declined 2% in 2001
Implemented program to shift financing to banks
— $60mm completed since April, 2002
Incentive compensation focus changed in 2001
— Field sales organization
— Cash flow targets
More restrictive credit policies instituted
— Collateralization in Latin America

Reducing Credit Risk in Latin America

Limiting both currency exposure and the working capital investment required to do business profitably
— Operating primarily with cash or grain sales
— Exercising rights to collateralize existing receivables
Receivables write-down primarily a function of the imposition of a 25% export tax in Argentina, not the currency devaluation
Argentina receivables are US$ based vs. Real-based in Brazil
— Significant portion of Real exposure is hedged
Expect to maintain leading market share in the world's second largest agricultural market

Net Sales to Latin America 2001

Brazil - 27%
Argentina - 53%
Other - 20%

Total = $923MM

Net Latin America Receivables
As of June 30, 2002

Brazil - 40%
Argentina - 42%
Other - 18%

Total = $742MM

Second Quarter Earnings

2nd quarter earnings of $0.56 per share (net income of $147mm); one time items include:
—  $100mm aftertax reserve (38 cents per share) for Argentina receivables
—  $43mm aftertax restructuring charge (16 cents per share)
—  $22mm aftertax gain (8 cents per share) from asset sale proceeds
Lower revenues due to several factors:
—  Adverse weather conditions in the U.S. delayed planting of corn and soybeans
—  Change to a royalty system for the sale of biotechnology traits shifted related revenues to other quarters
—  Lower sales in Latin America
Free cash flow improved by $200mm compared to first half of 2001
—  Lower capital expenditures
—  Improved receivables collections
—  Asset sale proceeds

Historical Financial Summary

($MM)	1999	2000	2001	LTM
Total sales	$5,248	$5,493	$5,462	$4,946
EBITDA	1,053	1,064	1,082	663
EBIT	506	518	532	153
Net interest expense	243	184	73	58
Total debt	4,367	1,755	1,710	2,102 ¹
Total book capitalization	9,012	9,096	9,193	7,815 ¹
EBITDA margin	20.1%	19.4%	19.8%	13.4%
EBIT margin	9.6%	9.4%	9.7%	3.1%
Total Debt / EBITDA	4.1x	1.6x	1.6x	3.2x
EBITDA / Interest expense	4.3x	5.8x	14.8x	11.4x
Total debt / Total capitalization	48.5%	19.3%	18.6%	26.9%

Note: EBITDA and EBIT numbers include special items; LTM numbers as of June 30, 2002
¹ As of June 30, 2002

Current and Pro Forma Capital Structure

($MM)	June 30, 2002	Pro-forma ¹

Cash and cash equivalents	$277	$277
Short-term debt	1,221	971
CP classified as long-term debt	500	0
Other long-term debt	381	1,131
Total debt	2,102	2,102
Shareholder's equity	5,713	5,713
Total book capitalization	7,815	7,815

¹ Assumes $750mm bond offering

Key Investment Highlights

Leading provider of agricultural products for growers
#1 market share in weed control (Roundup)
Leading position in conventional and bio-engineered seeds
Broad geographic reach
Leading research and development position
Large intellectual property portfolio
Conservative financial policies
Substantial free cash flow
Commitment to a single “A” ratings
Successfully renewed bank facility
Strong leverage and coverage ratios

ITEM 5. OTHER EVENTS.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

ITEM 9. REGULATION FD DISCLOSURE

Exhibit Index

EXECUTION COPY AMENDMENT TO DISTRIBUTION AGREEMENT

EXHIBIT A PHARMACIA CORPORATION POWER OF ATTORNEY: DISTRIBUTION AGREEMENT

EXHIBIT B MONSANTO COMPANY POWER OF ATTORNEY: LITIGATION/CLAIMS

EXHIBIT C EXCLUDED AGREEMENTS

FIRST AMENDMENT TO SEPARATION AGREEMENT

EXECUTION COPY PROTOCOL AGREEMENT

[SIGNATURE PAGE IS NEXT PAGE]

EXECUTION COPY EXHIBIT A FORM OF POWER OF ATTORNEY: LITIGATION

MONSANTO $750MM - $1BN Bond Offering July 2002

Offering Summary

Forward Looking Statements

Key Investment Highlights

Overview of Monsanto

Leading Global Brands

Leadership in Key Markets

Agricultural Productivity Segment

Roundup: World's Largest Selling Crop Protection Brand

Roundup Strategy

Roundup: Historical Results

Moving from Chemicals to Biotech

Invested in Growth Segment of Industry

Seeds and Genomics Segment

Global Biotech Crop Acreage Continues to Grow

Seeds and Genomics Strategy

Free Cash Flow Has Turned Positive

Declining Capital Expenditures

Managing Inventory Levels

Improving Receivables Management

Reducing Credit Risk in Latin America

Second Quarter Earnings

Historical Financial Summary

Current and Pro Forma Capital Structure

Key Investment Highlights

EXECUTION COPY

AMENDMENT

TO

DISTRIBUTION AGREEMENT

EXHIBIT A

PHARMACIA CORPORATION

POWER OF ATTORNEY: DISTRIBUTION AGREEMENT

EXHIBIT B

MONSANTO COMPANY
POWER OF ATTORNEY: LITIGATION/CLAIMS

EXHIBIT C

EXCLUDED AGREEMENTS

FIRST AMENDMENT TO
SEPARATION AGREEMENT

EXECUTION COPY

PROTOCOL AGREEMENT

EXECUTION COPY

EXHIBIT A

FORM OF
POWER OF ATTORNEY: LITIGATION

MONSANTO
$750MM - $1BN Bond Offering
July 2002