SEVERANCE AND CONSULTING AGREEMENT AND GENERAL RELEASE
This Severance and Consulting Agreement and General Release ("Agreement") is made and entered into as of the
12th day of February, 2003, by and between Hendrik A. Verfaillie, an individual ("Verfaillie"), and Monsanto
Company, a corporation organized and existing under the laws of the State of Delaware ("Monsanto"), herein
collectively referred to as the "Parties."
WHEREAS, until his retirement, Verfaillie was employed as an employee by Monsanto and previously served as
President and Chief Executive Officer of Monsanto;
WHEREAS, Verfaillie's employment with Monsanto terminated effective January 31, 2003, and Monsanto seeks
to retain Verfaillie to render services to Monsanto in a consulting capacity in accordance with the terms hereof;
WHEREAS, the Parties seek to foreclose any potential claims or disputes existing or arising between the Parties;
and WHEREAS, the Parties have agreed to reduce their agreements to writing.
NOW, THEREFORE, in consideration of the mutual premises, covenants and agreements contained herein, the
adequacy and sufficiency of which are hereby acknowledged and confessed, the Parties do hereby promise,
covenant and agree as follows:
1. Termination of Employment. Verfaillie's employment with Monsanto will terminate effective January 31, 2003
("Retirement Date"), under circumstances constituting an ordinary retirement from employment by Monsanto for
all purposes including any retirement, health insurance, welfare benefit and other plans sponsored by Monsanto in
which he is eligible to participate, except as otherwise set forth in Section 2 below. Any stock options previously
granted to Verfaillie under the Monsanto Company Management Incentive Plan are exercisable in accordance
with the terms and conditions of such grants, given his Retirement Date.
2. Severance Payment. In consideration of Verfaillie agreeing to be bound by this Agreement, Monsanto shall
pay to Verfaillie a severance payment i