MONSANTO CO /NEW/
PROMISSORY NOTE
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>b10q2002ex10-5.txt
<DESCRIPTION>PROMISSORY NOTE
<TEXT>

                                 Promissory Note


U.S. $150,000,000                                                August 13, 2002

     FOR VALUE  RECEIVED,  and upon the terms and  conditions  set forth herein,
MONSANTO COMPANY, a Delaware corporation ("Borrower"),  unconditionally promises
to pay to the order of PHARMACIA CORPORATION, a Delaware corporation ("Lender"),
at Lender's office located at 100 Route 206 North, Peapack, New Jersey 07977, or
at such other place as Lender may  designate to Borrower in writing from time to
time, on the Maturity  Date (as defined  below) the principal sum of ONE HUNDRED
AND FIFTY MILLION DOLLARS ($150,000,000) (the "Principal Loan Amount").

     The  Borrower  promises  to pay  interest  on  the  unpaid  balance  of the
Principal Loan Amount from and including the date of this Promissory Note to but
excluding the Maturity Date or the earlier  repayment date of the Principal Loan
Amount  in  accordance  with  the  terms  hereof  at a rate per  annum  equal to
[__.___]%,  calculated on the basis of a 360-day year. Accrued interest shall be
payable on the Maturity  Date or the earlier  prepayment  date of the  Principal
Loan Amount in accordance with the terms hereof.

     All payments  hereunder  shall be made in U.S.  Dollars and in  immediately
available  funds,  without  deduction,  set-off or  counterclaim.  Lender  shall
maintain on its books records  setting forth the amounts of principal,  interest
and other sums paid or payable by the Borrower from time to time  hereunder.  In
the event of any  dispute,  action or  proceeding  relating  to this Note,  such
records shall be conclusive in the absence of manifest error.

     1. Certain Definitions.  As used herein, the following terms shall have the
following meanings:

     "Banking Day" shall mean any day other than a Saturday or Sunday or a legal
holiday on which national banks in the State of New York are closed.

     "Borrower" shall have the meaning set forth in the preamble.

     "Buy and Sellback  Agreement"  shall mean the Buy and  Sellback  Agreement,
dated as of June 30,  1998,  as  amended,  among the Lender  (formerly  known as
Monsanto Company), Monsanto Colombiana, Inc. and Centrobanca, S.p.A.

     "Capital Stock" shall mean any and all shares, interests, participations or
other equivalents  (however  designated) of capital stock of a corporation,  any
and all equivalent  ownership  interests in a Person (other than a corporation),
including,  without limitation,  partnership interests and membership interests,
and any and all warrants, rights or options to purchase or other arrangements or
rights to acquire any of the foregoing.

     "Consolidated"  shall refer to the  consolidation of accounts in accordance
with generally accepted accounting principles in effect from time to time.

<PAGE>

     "Default"  shall  mean  any  Event  of  Default  or any  event  that  would
constitute an Event of Default but for the  requirement  that notice be given or
time elapse or both.

     "Default  Rate" shall  mean,  in respect of any amount not paid when due, a
rate per annum during the period commencing on the due date until such amount is
paid in full equal to a fixed rate 2.00%  above the rate of  interest  otherwise
applicable to the Principal Loan Amount.

     "Disclosed   Litigation"  shall  mean  any  litigation   disclosed  in  the
Borrower's  public  filings with the  Securities  and Exchange  Commission on or
prior to the date hereof.

     "Environmental  Action" shall mean any action, suit, demand, demand letter,
claim,  notice of non-compliance or violation,  notice of liability or potential
liability,  investigation,   proceeding,  consent  order  or  consent  agreement
relating to any Environmental Law,  Environmental  Permit or Hazardous Materials
or arising  from  alleged  injury or threat of injury to  health,  safety or the
environment,   including,   without  limitation,  (a)  by  any  governmental  or
regulatory authority for enforcement,  cleanup, removal,  response,  remedial or
other actions or damages and (b) by any governmental or regulatory  authority or
any third  party for  damages,  contribution,  indemnification,  cost  recovery,
compensation or injunctive relief.

     "Environmental  Law"  shall  mean any  federal,  state,  local  or  foreign
statute, law, ordinance,  rule,  regulation,  code, order,  judgment,  decree or
written  judicial  policy or guidance that is publicly  available,  in each case
relating to pollution or  protection  of the  environment,  health and safety as
they relate to Hazardous  Materials  or natural  resources,  including,  without
limitation,  those  relating to the use,  handling,  transportation,  treatment,
storage, disposal, release or discharge of Hazardous Materials.

     "Environmental  Permit"  shall mean any  permit,  approval,  identification
number, license or other authorization required under any Environmental Law.

     "ERISA" shall mean the Employee  Retirement Income Security Act of 1974, as
amended from time to time, and the  regulations  promulgated  and rulings issued
thereunder.

     "ERISA  Affiliates"  shall mean any Person that for purposes of Title IV of
ERISA is a member of any Borrower's  controlled  group,  or under common control
with any  Borrower,  within the meaning of Section 414 of the  Internal  Revenue
Code.

     "ERISA Event" shall mean (a) the occurrence of a reportable  event,  within
the meaning of Section 4043 or ERISA, with respect to any Plan unless the 30-day
notice  requirement  with respect to such event has been waived by the PBGC; (b)
the  application  for a minimum  funding  waiver with respect to a Plan; (c) the
provision  by the  administrator  of any Plan of a notice of intent to terminate
such Plan pursuant to Section  4041(c) of ERISA  (including any such notice with
respect to a plan  amendment  referred to in Section  4041(c) of ERISA;  (d) the
cessation of operations at a facility of any Borrower or any ERISA  Affiliate in
the  circumstances  described in Section 4062(e) of ERISA; (e) the withdrawal by
any Borrower or any ERISA Affiliate from a Multiple  Employer Plan during a plan
year for which it was a substantial  employer,  as defined in Section 4001(a)(2)
of ERISA;  (f) the  conditions for the imposition of a lien under Section 302(f)
of ERISA shall have been met with  respect to any Plan;  (g) the  adoption of an

                                      -2-
<PAGE>

amendment to a Plan requiring the provision of security to such Plan pursuant to
Section  307 of ERISA;  or (h) the  institution  by the PBGC of  proceedings  to
terminate a Plan  pursuant to Section 4042 of ERISA,  or the  occurrence  of any
event or condition  described in Section 4042 of ERISA that constitutes  grounds
for the termination of, or the appointment of a trustee to administer, a Plan.

     "Events of Default" shall have the meaning set forth in Section 6.

     "Five Year Facility" shall mean the Five Year Credit Agreement, dated as of
August 8, 2000,  among Pharmacia  Corporation,  Monsanto Company and the lenders
party thereto, as in effect on the date hereof.

     "Hazardous  Materials"  shall mean (a) petroleum  and  petroleum  products,
byproducts or breakdown  products,  radioactive  materials,  asbestos-containing
materials,  polychlorinated biphenyls and radon gas and (b) any other chemicals,
materials  or  substances  designated,  classified  or regulated as hazardous or
toxic or as a pollutant or contaminant under any Environmental Law.

     "Indebtedness"  shall mean, with respect to any Person,  any amount payable
by such Person  pursuant to an agreement or  instrument  involving or evidencing
money  borrowed or  received,  the advance of credit,  a  conditional  sale or a
transfer with recourse or with an obligation to repurchase,  pursuant to a lease
with substantially the same economic effect as any such agreement or instrument,
or any such  agreement,  instrument or arrangement  secured by any lien or other
encumbrance upon any property owned by such Person,  even though such Person has
not assumed or become liable for the payment of any money under such  agreement,
instrument or arrangement,  to which such Person is a party as debtor,  borrower
or guarantor.

     "Lender" shall have the meaning set forth in the preamble.

     "Lien"  shall  mean  any  lien,   security  interest  or  other  charge  or
encumbrance of any kind, or any other type of  preferential  arrangement  having
the effect of  security,  including,  without  limitation,  the lien or retained
security title of a conditional vendor.

     "Material  Adverse Effect" shall mean a material  adverse effect on (a) the
financial condition or results of operations of the Borrower or the Borrower and
its  Consolidated  Subsidiaries  taken  as a  whole  or (b) the  ability  of the
Borrower to perform its obligations under this Promissory Note.

     "Material  Subsidiary"  of the Borrower shall mean, at any time, a domestic
Consolidated  Subsidiary  of the  Borrower  having (i) at least 10% of the total
Consolidated  assets of the Borrower and its Subsidiaries  (determined as of the
last day of the most recent  fiscal  quarter of such  Borrower) or (ii) at least
10% of the  Consolidated  net sales of the Borrower and its Subsidiaries for the
twelve month period ending on the last day of the most recent fiscal  quarter of
the Borrower.

     "Maturity Date" shall mean November 15, 2002.

     "Multiemployer Plan" shall mean a multiemployer plan, as defined in Section
4001(a)(3) of ERISA,  to which the Borrower or any ERISA  Affiliate is making or

                                      -3-
<PAGE>

accruing an obligation to make contributions, or has within any of the preceding
five plan years made or accrued an obligation to make contributions.

     "Person" shall mean any corporation,  natural person,  firm, joint venture,
partnership,  trust, unincorporated organization or government, or any political
subdivision, department or agency of any government.

     "Principal Loan Amount" shall have the meaning set forth in the preamble.

     "PBGC"  shall  mean  the  Pension  Benefit  Guaranty  Corporation  (or  any
successor).

     "Subsidiary" of any Person shall mean any corporation,  partnership,  joint
venture,  limited liability company, trust or estate of which (or in which) more
than 50% of (a) the issued and outstanding  capital stock having ordinary voting
power  to  elect a  majority  of the  Board  of  Directors  of such  corporation
(irrespective of whether at the time capital stock of any other class or classes
of such corporation  shall or might have voting power upon the occurrence of any
contingency),  (b) the  interest  in the  capital  or  profits  of such  limited
liability company,  partnership or joint venture or (c) the beneficial  interest
in such  trust  or  estate  is at the  time  directly  or  indirectly  owned  or
controlled  by such  Person,  by  such  Person  and  one or  more  of its  other
Subsidiaries or by one or more of such Person's other Subsidiaries.

     "Taxes" shall have the meaning set forth in Section 2(f).

     "364-Day  Facility"  shall mean the 364-Day Credit  Agreement,  dated as of
July 17, 2002,  among  Monsanto  Company and the lenders  party  thereto,  as in
effect on the date hereof.

     "Voting  Stock"  shall  mean  capital  stock  issue  by a  corporation,  or
equivalent  interests in any other Person,  the holders of which are ordinarily,
in the absence of contingencies,  entitled to vote for the election of directors
(or persons performing  similar functions) of such Person,  even if the right so
to vote has been suspended by the happening of such a contingency.

     2. Payments.

     (a) Place and Time of Payment. All payments of principal of and interest on
this Promissory  Note and all other amounts  payable  hereunder shall be made by
deposit to account no.  323372929 at JP Morgan Chase Bank, ABA No. 021000021 not
later than 12:00 p.m. (New York time) on the dates due, or to such other account
as the Lender may designate in writing to the Borrower.

     (b) Payments to be on Banking Days. Whenever any payment hereunder shall be
stated to be due on a day other than a Banking Day,  such payment  shall be made
on the next  succeeding  Banking Day (unless  such next  succeeding  Banking Day
would fall in the succeeding calendar month, in which case such payment shall be
made on the next preceding  Banking Day), and any such extension or reduction of
time shall in such case be reflected in the computation of payment of interest.

                                      -4-
<PAGE>

     (c) Interest on Overdue Principal and Other Amounts.  In the event that any
principal  hereof,  any  interest  hereon or any  other  amount  payable  by the
Borrower  hereunder  (including any prepayment due in accordance  with paragraph
(e) below and any amounts due by reason of demand or otherwise) is not paid when
due in accordance with the terms of this Promissory Note, the Borrower will pay,
to the extent permitted by applicable law, interest on such past-due amount from
the date such amount  becomes due until the date the same is paid in full,  at a
rate per annum equal to the Default Rate in effect from time to time.

     (d) Voluntary Prepayments. The Borrower may, upon five Banking Days' notice
to the  Lender,  prepay all or any portion of the  Principal  Loan Amount on any
Banking Day prior to the Maturity Date; provided,  however, that (x) the minimum
amount of any such prepayment shall be $5,000,000 or any larger multiple thereof
and (y) such  prepayment  is made  together  with any  accrued  interest  to but
excluding the date of prepayment on the portion of the Principal  Loan Amount so
prepaid.

     (e) Mandatory  Prepayment.  If at any time the aggregate amount of proceeds
received  after  the  date  of  this  Promissory  Note  by the  Borrower  or any
Consolidated  Subsidiary  (including the fair value of any proceeds not received
in  U.S.  dollars)  from  any  issuance  of  Indebtedness  (including,   without
limitation,  the  $600,000,000  of  Indebtedness  expected to be incurred by the
Borrower in a public debt  offering  scheduled to close on August 14, 2002,  but
excluding any Indebtedness that arises from commercial paper borrowings that are
supported by the Five Year Facility or the 364-Day Facility) or Capital Stock to
or  capital  contribution  by any  Person  exceeds  (A) to the  extent  that the
Borrower or any of its Subsidiaries  shall have repurchased the Note (as defined
in the Buy and Sellback Agreement) from Centrobanca, S.p.A., $800,000,000 or (B)
to the  extent  that the  Borrower  or any of its  Subsidiaries  shall  not have
repurchased the Note from Centrobanca, S.p.A., $750,000,000, then, in such case,
the  Borrower  shall on the next  succeeding  Banking  Day pay to the Lender the
entire unpaid Principal Loan Amount together with accrued and unpaid interest to
but  excluding  the date of  prepayment  and all other  amounts  then due by the
Borrower hereunder.

     (f) Payments Free and Clear of Taxes.  Any and all payments by the Borrower
hereunder  shall be made free and clear of, and without  deduction  for, any and
all  present  or  future  taxes,  levies,   imposts,   deductions,   charges  or
withholdings,  and all  interest,  penalties or other  liabilities  with respect
thereto,  excluding taxes imposed on or measured by the net income or capital of
the Lender (all such non-excluded taxes, levies, imposts,  deductions,  charges,
withholdings and liabilities being hereinafter called "Taxes").  If the Borrower
shall be  required  by law to deduct  any Taxes  from or in  respect  of any sum
payable  hereunder to the Lender,  (i) the Borrower  shall  forthwith pay to the
Lender  such  additional  amount as may be  necessary  so that after  making all
required  deductions for Taxes  (including  deductions  applicable to additional
amounts payable under this paragraph (f)) the Lender receives an amount equal to
the sum it would  have  received  had no such  deductions  been  made,  (ii) the
Borrower  shall make such  deductions  and (iii) the Borrower shall pay the full
amount  deducted  to  the  relevant  taxing  authority  or  other  authority  in
accordance with applicable laws.

     3.  Representations  and  Warranties.  The Borrower  hereby  represents and
warrants to the Lender as follows:

                                      -5-

<PAGE>

     (a) The Borrower is a corporation  duly organized,  validly existing and in
good standing under the laws of the State of Delaware.

     (b) The Borrower has taken all necessary  action to authorize the execution
and delivery of this  Promissory Note and all other documents to be executed and
delivered by it in connection  herewith and the  performance of its  obligations
hereunder.

     (c) This  Promissory  Note has been  duly  executed  and  delivered  by the
Borrower and constitutes a legal,  valid and binding obligation of the Borrower,
enforceable against the Borrower in accordance with its terms.

     (d) All  governmental  authorizations,  if any,  and  actions  of any  kind
necessary for the due execution,  delivery and  performance  of this  Promissory
Note by the Borrower or required for the validity or enforceability  against the
Borrower of this Promissory  Note, have been obtained or performed and are valid
and subsisting in full force and effect.

     (e) No consent or approval  of, or notice to, any  creditor of the Borrower
is  required  by the  terms  of  any  agreement  or  instrument  evidencing  any
Indebtedness  of  the  Borrower  for  the  execution  or  delivery  of,  or  the
performance of the obligations of the Borrower under,  this Promissory Note, and
such  execution,  delivery  and  performance  will not  result in any  breach or
violation  of, or  constitute  a default  under,  the  charter or by-laws of the
Borrower  or any  agreement,  instrument,  judgment,  order,  statute,  rule  or
regulation applicable to the Borrower or to any of its property.

     (f) There is no pending or, to the  knowledge of the  Borrower,  threatened
action, suit, investigation or proceeding,  including,  without limitation,  any
Environmental  Action,  affecting  the  Borrower  or  any  of  its  Consolidated
Subsidiaries  before any court,  governmental  agency or arbitrator  that (i) is
reasonably  likely to have a Material  Adverse  Effect (other than the Disclosed
Litigation),  and there has been no material  adverse  change in the status,  or
financial effect on the Borrower or any of its Consolidated  Subsidiaries of the
Disclosed  Litigation  or (ii)  purports  to affect the  legality,  validity  or
enforceability  of this Promissory Note or the  consummation of the transactions
contemplated hereby.

     (g) The payment obligations of the Borrower under this Promissory Note rank
at least  pari passu with all of its other  unsecured  Indebtedness,  except for
obligations accorded preference by mandatory provisions of law.

     (h) The Borrower is not an "investment  company," or a company "controlled"
by an "investment  company," within the meaning of the Investment Company Act of
1940, as amended.

     4.  Affirmative  Covenants.  So long as any  amount  is  owing  under  this
Promissory Note, the Borrower covenants as follows:

     (a) Compliance with Laws,  Etc. The Borrower shall comply,  and shall cause
each of its Material Subsidiaries to comply, in all material respects,  with all
applicable  laws,  rules,  regulations  and order,  such  compliance to include,

                                      -6-
<PAGE>

without  limitation,  compliance with ERISA and  Environmental  Laws, except for
such non-compliance as would not have a Material Adverse Effect.

     (b) Payment of Taxes, Etc. The Borrower shall pay and discharge,  and shall
cause each of its Material Subsidiaries to pay and discharge, before the date on
which penalties are attached  thereto,  all taxes,  assessments and governmental
charges or levies imposed upon it or upon its property;  provided, however, that
neither the Borrower nor any of its Material  Subsidiaries  shall be required to
pay or  discharge  any such  tax,  assessment,  charge  or  claim  that is being
contested  in good  faith  and by  proper  proceedings  or are  not of  material
importance to the business,  financial condition or results of operations of the
Borrower and its Consolidated Subsidiaries.

     (c) Maintenance of Insurance,  Etc. The Borrower shall maintain,  and shall
cause each of its Material Subsidiaries to maintain,  insurance with responsible
and reputable  insurance  companies or associations in such amounts and covering
such risks as is consistent with prudent business practice. This paragraph shall
not prevent the use of deductible or excess loss insurance and shall not prevent
the  Borrower or a  Consolidated  Subsidiary  from acting as a  self-insurer  or
maintaining  insurance with a Subsidiary or  Subsidiaries so long as such action
is consistent with sound business practice.

     (d) Preservation of Corporate  Existence,  Etc. The Borrower shall preserve
and  maintain its  corporate  existence,  rights  (charter  and  statutory)  and
franchises;  provided,  however,  that the Borrower may consummate any merger or
consolidation  permitted  under Section 5(b) and;  provided,  further,  that the
Borrower  shall  not be  required  to  preserve  any right or  franchise  if the
Borrower shall determine that the preservation thereof is no longer desirable in
the conduct of the business of the Borrower.

     (e) Keeping of Books.  The Borrower shall keep, and shall cause each of its
Material Subsidiaries to keep, proper books of record and account, in which full
and correct entries shall be made of all financial  transactions  and the assets
and business of the Borrower and each such  Material  Subsidiary  in  accordance
with generally accepted accounting principles in effect from time to time.

     (f) Reporting Requirements. The Borrower shall deliver to the Lender (i) as
soon as possible  and in any event within five days after the  determination  by
the Borrower of the  occurrence  of a Default that is  continuing on the date of
such statement, a statement of the Chief Financial Officer, Treasurer, Assistant
Treasurer,  Controller,  Assistant  Controller,  or other  authorized  financial
officer of the Borrower setting forth the details of such Default and the action
that the Borrower  has taken and proposes to take with respect  thereto and (ii)
such other  information  (excluding trade secrets) in respect of the Borrower or
any of its Subsidiaries as the Lender may from time to time reasonably request.

     (g) Environmental Guarantees.  The Borrower shall provide letters of credit
to replace approximately $60,000,000 in environmental guarantees provided by the
Lender to the  Environmental  Protection Agency within 15 days after notice from
the Environmental  Protection Agency or other appropriate  regulatory  authority
that a guarantee  by the  Borrower  is  insufficient  to satisfy  any  financial
assurance requirements of Subpart H of 40 CFR part 264.

                                      -7-
<PAGE>

     5. Negative Covenants. So long as any amount is owing under this Promissory
Note, the Borrower covenants as follows:

     (a)  Liens,   Etc.  The  Borrower  shall  not  and  shall  not  permit  any
Consolidated  Subsidiary to incur any Lien except for Liens  permitted under the
Five Year Facility.

     (b)  Mergers,  Etc.  The  Borrower  shall  not and  shall  not  permit  any
Consolidated  Subsidiary  to  merge or  consolidate  with or  into,  or  convey,
transfer,  lease or  otherwise  dispose of (whether in one  transaction  or in a
series of  transactions)  all or  substantially  all of its assets  (whether now
owned or  hereafter  acquired)  to, any  Person,  or permit any of its  Material
Subsidiaries  to do so, except that (i) any Material  Subsidiary of the Borrower
may merge or  consolidate  with or into,  or  dispose  of assets  to,  any other
Material  Subsidiary of the Borrower any other  Subsidiary of such Borrower that
shall become a Material  Subsidiary as a result of such transaction and (ii) any
Material  Subsidiary  of the Borrower may merge into or dispose of assets to the
Borrower;  provided,  in each case,  that no Default  shall have occurred and be
continuing at the time of such proposed transaction or would result therefrom.

     (c) Change in Nature of  Business.  The  Borrower  shall not, and shall not
permit any of its Subsidiaries to, make any material change in the nature of its
business taken as a whole as carried on at the date hereof.

     6. Events of Default.  If any of the following events ("Events of Default")
shall occur and be continuing:

     (a) The Borrower shall fail to pay the Principal Loan Amount when due under
this  Promissory  Note; or the Borrower  shall fail to pay any interest or other
amounts  payable under this  Promissory Note within five Banking Days after such
interest or other amounts become due and payable;

     (b) Any  representation or warranty made by the Borrower in connection with
this Promissory Note shall prove to have been incorrect in any material  respect
when made;

     (c) (i) The Borrower shall fail to perform or observe any term, covenant or
agreement  contained in Section  4(d),  4(f)(i),  4(g) or 5 or (ii) the Borrower
shall fail to perform or observe any other term, covenant or agreement contained
in this  Promissory  Note and,  solely in the case of clause (ii),  such failure
shall remain unremedied for 30 days after written notice thereof shall have been
given to the Borrower by the Lender;

     (d) The Borrower or any Material Subsidiary shall fail to pay any principal
of or premium or interest on any Indebtedness (other than any Indebtedness under
this  Promissory  Note) that is  outstanding  in a principal  amount or notional
amount of at least  $50,000,000  in the aggregate  when the same becomes due and
payable  (whether by  scheduled  maturity,  required  prepayment,  acceleration,
demand or otherwise), and such failure shall continue after the applicable grace
period,  if any,  specified  in the  agreement  or  instrument  relating to such
Indebtedness;  or any other event shall occur or condition shall exist under any
agreement or instrument  relating to any such  Indebtedness  and shall  continue
after the  applicable  grace  period,  if any,  specified  in such  agreement or
instrument,  if the effect of such event or condition is to accelerate or permit
the holders of such  Indebtedness  to elect to  accelerate  the maturity of such

                                      -8-
<PAGE>

Indebtedness;  or any such Indebtedness shall be declared to be due and payable,
or  required  to be prepaid  or  redeemed  (other  than by  regularly  scheduled
required  prepayment  or  redemption),  purchased  or  defeased,  or an offer to
prepay,  redeem,  purchase or defease such Indebtedness  shall be required to be
made, in each case prior to the stated maturity thereof;

     (e) The Borrower or any Material  Subsidiary  shall  generally  not pay its
debts as such debts  become due, or shall admit in writing its  inability to pay
its debts  generally,  or shall  make a general  assignment  for the  benefit of
creditors;  or any proceeding  shall be instituted by or against any Borrower or
any  of its  Material  Subsidiaries  seeking  to  adjudicate  it a  bankrupt  or
insolvent,  or seeking  liquidation,  winding up,  reorganization,  arrangement,
adjustment,  protection, relief, or composition of it or its debts under any law
relating to bankruptcy,  insolvency or reorganization  or relief of debtors,  or
seeking  the entry of an order  for  relief or the  appointment  of a  receiver,
trustee,  custodian or other similar official for it or for any substantial part
of its property and, in the case of any such  proceeding  instituted  against it
(but not instituted by it), either such proceeding  shall remain  undismissed or
unstayed  for a  period  of 30  days,  or any  of the  actions  sought  in  such
proceeding  (including,  without  limitation,  the entry of an order for  relief
against, or the appointment of a receiver,  trustee,  custodian or other similar
official for, it or for any  substantial  part of its property)  shall occur; or
the Borrower or any of its Material Subsidiaries shall take any corporate action
to authorize any of the actions set forth above in this paragraph (e);

     (f) Any judgment or order for the payment of money in excess of $75,000,000
in the aggregate  shall be rendered  against any Borrower or any of its Material
Subsidiaries and either (i) a lawsuit shall have been properly  commenced by any
creditor to enforce such judgment or order or (ii) such judgment is not,  within
30 days after entry thereof,  paid, bonded,  discharged or stayed during appeal,
or is not discharged within 30 days after the expiration of such stay; provided,
however,  that the rendering of any such judgment or order shall not be an Event
of Default under this paragraph (f) if and for so long as (A) the amount of such
judgment or order is covered by a valid and binding policy of insurance  between
the defendant  and the insurer  covering  payment  thereof and (B) such insurer,
which shall be rated at least "A" by A.M.  Best  Company,  has been notified of,
and has not properly  disputed the claim made for payment of, the amount of such
judgment or order;

     (g) (i) Any Person or two or more Persons  acting in concert shall have, on
or after the date of this Promissory Note, acquired beneficial ownership (within
the meaning of Rule 13d-3 of the  Securities and Exchange  Commission  under the
Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the
Borrower (or other securities  convertible into such Voting Stock)  representing
25% or more of the combined  voting power of all Voting Stock of such  Borrower;
or (ii) during any period of up to 24 consecutive months, commencing on or after
the date of this  Promissory  Note,  individuals  who at the  beginning  of such
24-month period were directors of the Borrower  (together with any new directors
who (A) were properly and duly elected to the board of directors pursuant to the
Borrower's  bylaws  by the  affirmative  vote  of a  majority  of the  remaining
directors  then in office or (B) were  nominated by a majority of the  remaining
members of the board of  directors of the  Borrower  and  thereafter  elected as
directors by the  shareholders  of the  Borrower)  shall cease for any reason to
constitute a majority of the board of directors of the Borrower; or

                                      -9-
<PAGE>

     (h) The Borrower or any of its ERISA  Affiliates  shall  incur,  or, in the
reasonable opinion of the Lender,  shall be reasonably likely to incur liability
in  excess of  $75,000,000  in the  aggregate  as a result of one or more of the
following:  (i) the occurrence of any ERISA Event; provided, that the occurrence
of the ERISA Event described in PBGC  Regulation  Sections  4040.23,  4043.29 or
4043.32 shall constitute an Event of Default under this paragraph (h) only if it
is reasonably  expected to result in a Material Adverse Effect, (ii) the partial
or complete  withdrawal  of the Borrower or any of its ERISA  Affiliates  from a
Multiemployer   Plan;  or  (iii)  the   reorganization   or   termination  of  a
Multiemployer Plan;

then,  and in any such event,  the Lender may by notice to the Borrower  declare
the Principal Loan Amount,  all interest  thereon and all other amounts  payable
under this  Promissory  Note to be  forthwith  due and  payable,  whereupon  the
Principal  Loan Amount,  all such interest and all such amounts shall become and
be forthwith due and payable,  without presentment,  demand,  protest or further
notice of any kind,  all of which are hereby  expressly  waived by the Borrower;
provided,  however,  that in the event of an actual or deemed  entry for  relief
with respect to the Borrower  under the Federal  Bankruptcy  Code, the Principal
Loan Amount,  all such interest and all such other  amounts shall  automatically
become  and be due and  payable,  without  presentment,  demand,  protest or any
notice of any kind, all of which are hereby expressly waived by the Borrower.

     7. Miscellaneous.

     (a) The Borrower waives  presentment,  notice of dishonor,  protest and any
other formality with respect to this Promissory Note.

     (b)  The  Borrower  agrees  to  reimburse  the  Lender  on  demand  for all
reasonable costs, expenses and charges (including reasonable fees and charges of
external  and  in-house  legal  counsel for the Lender) in  connection  with the
interpretation,  performance or enforcement of this Promissory Note,  including,
without  limitation,  all such costs and  expenses  incurred by the Lender in or
relating  to any  bankruptcy  or  insolvency  proceedings  of  Borrower  and any
attorney's fees,  expenses and costs reasonably  incurred in connection with any
of the  foregoing.  In addition,  the  Borrower  shall pay any present or future
stamp or documentary taxes or other excise or property taxes, charges or similar
levies which arise in any  jurisdiction  from any payment made hereunder or from
the  execution,  delivery,  registration  or  enforcement  of, or otherwise with
respect to, this Promissory Note.

     (c)  This  Promissory  Note  shall  be  binding  on the  Borrower  and  its
successors  and  assigns  and shall  inure to the  benefit of the Lender and its
successors and assigns;  provided, that the Borrower may not delegate any of its
obligations  hereunder to any Person without the written  consent of the Lender.
The Lender may at any time assign or otherwise  transfer or sell  participations
in this Promissory Note or any of the Lenders rights hereunder.

     (d) Any suit,  action or  proceeding  against the Borrower  with respect to
this Promissory Note or on any judgment  entered by any court in respect thereof
may be  brought  in the  Supreme  Court of the State of New York,  County of New
York, or in the United States  District  Court for the Southern  District of New
York, as the Lender may elect in its sole  discretion,  and the Borrower submits
to the  nonexclusive  jurisdiction  of such  courts for the  purpose of any such

                                      -10-
<PAGE>

suit, action or proceeding or judgment. The Borrower hereby waives any objection
which it may now or  hereafter  have to the  laying  of the  venue of any  suit,
action or proceeding  arising out of or relating to this Promissory Note brought
in such courts,  and hereby further  irrevocably  waives any claim that any such
suit,  action or  proceeding  brought in any such  court has been  brought in an
inconvenient forum.

     (e) The  Borrower  hereby  waives any right the  Borrower  may have to jury
trial.

     (f) THIS  PROMISSORY  NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAW OF THE STATE OF NEW  YORK.


                                      -11-
<PAGE>

IN WITNESS  WHEREOF,  the  Borrower has caused this  Promissory  Note to be duly
executed  by its duly  authorized  officer  as of the day and year  first  above
written.

                                    MONSANTO COMPANY


                                    By:  /s/ Terrell K. Crews
                                       -----------------------------------------
                                       Name: Terrell K. Crews
                                       Title: Executive Vice President and Chief
                                              Financial Officer


                                    By:  /s/ Robert A. Paley
                                       -----------------------------------------
                                       Name:  Robert A. Paley
                                       Title: Assistant Treasurer





                                      -12-


</TEXT>
</DOCUMENT>
