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