exv10w31



 



EXHIBIT 10.31



IN THE UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF ALABAMA

SOUTHERN DIVISION




	 	 	 	 	 
	ANTONIA TOLBERT, et al.,	 	
)	 	 
	 	 	
)	 	 
	Plaintiffs,	 	
)	 	 
	 	 	
)
	 	Civil Action No. 01-C-1407-S
	 	 	
)	 	 
	v.	 	
)	 	 
	 	 	
)	 	 
	 	 	
)	 	 
	 	 	
)	 	 
	MONSANTO COMPANY, et al.,	 	
)	 	 
	 	 	
)	 	 
	Defendants.	 	
)	 	 





IN THE CIRCUIT COURT

ETOWAH COUNTY, ALABAMA




	 	 	 	 	 
	SABRINA ABERNATHY, et al.,	 	
)	 	 
	 	 	
)	 	 
	Plaintiffs,	 	
)	 	 
	 	 	
)
	 	Civil Action No. CV-01-832
	 	 	
)
	 	(Etowah County)
	 	 	
)
	 	and related and consolidated cases
	 	 	
)	 	 
	v.	 	
)	 	 
	 	 	
)	 	 
	 	 	
)	 	 
	 	 	
)	 	 
	MONSANTO COMPANY, et al.,	 	
)	 	 
	 	 	
)	 	 
	Defendants.	 	
)	 	 





GLOBAL SETTLEMENT AGREEMENT



     On August 20, 2003, the parties in the above referenced matters appeared
before the Honorable U.W. Clemon, Chief Judge, United States District Court,
Northern District of Alabama, and the Honorable R. Joel Laird, Jr., Presiding
Judge, Circuit Court of Calhoun County, Alabama, and announced a global
settlement of approximately 21,000 filed and unfiled claims against Pharmacia
Corporation, Solutia Inc., and Monsanto Company. The overall intent of the
“Settling Parties” (Solutia Inc., Pharmacia


 







 


Corporation, and Monsanto Company) was to obtain a comprehensive and final
global resolution of the pending litigation associated with the manufacture of
PCBs at Anniston, Alabama. This litigation is exemplified by the Abernathy and
Tolbert lawsuits, which include approximately 21,000 total plaintiffs
(including plaintiffs for whom the Tolbert parties reached a tolling agreement)
comprised of property owners, residents and nonresidents of Anniston, Alabama.
The Settling Parties have offered a comprehensive global settlement and unified
cleanup and community benefit remedy to resolve the disputes pending before the
respective federal and state courts.



     Under the direction and oversight of the United States District Court for
the Northern District of Alabama and the Circuit Court for Calhoun County,
Alabama, assisted by a settlement mediator, the parties have structured and
allocated this overall global settlement offer to resolve the pending
litigation in the respective federal and state courts on a comprehensive and
global basis. Counsel in the Tolbert and Abernathy matters have included and
sought to resolve all claims and potential claims represented by their
respective law offices with respect to the Anniston litigation. It is
understood and agreed that this global settlement of Anniston-related
litigation is interdependent upon the reasonably concurrent signing of
settlement documents provided to resolve all Abernathy and Tolbert claims.


     A copy of the Settlement Agreement for the Abernathy and related cases is
attached hereto as Exhibit A. A copy of the Settlement Agreement for the
Tolbert and related cases and unfiled claims is attached hereto as Exhibit B.
Those agreements are incorporated herein.



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     The Settling Parties and counsel for plaintiffs and the respective Courts
placed on the record an agreement in principle to complete a global settlement
on August 20, 2003. At that time, the settlement was a conditional settlement.


     The Settling Parties and counsel for plaintiffs have now completed the
task of setting various undertakings and obligations in separate settlement
agreements in order to effectuate the agreed upon global settlement. While
there are different elements included within each settlement agreement based
upon various distinctions and differences among the plaintiffs and the nature
and extent of their claims, counsel for plaintiffs acknowledge and agree that
the settlement of the federal lawsuits was conditioned upon the reasonably
concurrent signing of settlement agreements for the state lawsuits and vice
versa. Counsel for plaintiffs further acknowledge and agree that while the
settlement includes the payment of Six Hundred Million Dollars
($600,000,000.00) in cash, not all of such funds will be paid directly to named
plaintiffs under the terms of each of the attached settlement agreements. The
parties further agree and acknowledge that the overall benefits of the
settlement will inure not only to the plaintiffs but also to non-plaintiff
residents of Anniston and surrounding areas, the various local and county
governments and the State of Alabama. The parties further agree that the
overall value of this global settlement to the various stakeholders exceeds the
costs associated with the implementation of the global settlement.


     IN WITNESS WHEREOF, THE PARTIES HAVE CAUSED THIS GLOBAL SETTLEMENT
AGREEMENT AND THE ATTACHED SETTLEMENT AGREEMENTS TO BE EXECUTED ON THIS THE 9th
DAY OF SEPTEMBER 2003.



	 	/s/ Jere L. Beasley



Jere L. Beasley

Counsel for Plaintiffs

in Tolbert matter






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OF COUNSEL:


Jere L. Beasley

Rhon E. Jones

J. Mark Englehart

David B. Byrne, III

Larry A. Golston, Jr.

Beasley, Allen, Crow, Methvin,

Portis & Mites, P.C.

218 Commerce Street

Post Office Box 4160

Montgomery, AL 36103-4160

(334) 269-2343


D. Frank Davis

John E. Norris

Charles Tyler Vail

Davis & Norris

2151 Highland Avenue, Suite 100

Birmingham, Alabama 35205

(205) 930-9900


Robert B. Roden

Sherry H. Thomas

Shelby, Roden & Cartee

2956 Rhodes Circle

Birmingham, Alabama 35205

(205) 933-8383



	 	/s/ Donald W. Stewart



Donald W. Stewart

Counsel for Plaintiffs

in Abernathy and related matters





OF COUNSEL:


Donald W. Stewart

P.O. Box 2274

1131 Leighton Avenue

Anniston, AL 36202

(256) 237-9311


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Daniel R. Benson

KASOWITZ, BENSON, TORRES & FRIEDMAN LLP

1633 Broadway

New York, NY 10019-6799

(212) 506-1700



	 	/s/ William S. Cox III



William S. Cox III

Counsel for Defendants

and related entities





OF COUNSEL:


Jere F. White, Jr.

Adam K. Peck

Harlan I. Prater IV

William S. Cox III

Jackson R. Sharman III

Kevin E. Clark

Suzanne Alldredge Fleming

LIGHTFOOT, FRANKLIN & WHITE, L.L.C.

The Clark Building

400 North 20th Street

Birmingham, Alabama 35203

(205) 581-0700


Michael E. Kelly

SMITH, MOORE LLC

300 North Greene Street, Suite 1400

Greensboro, NC 27401

(336) 378-5400


J. Mark White

Julia S. Stewart

WHITE, DUNN & BOOKER

2025 3rd Avenue North, Suite 600

Birmingham, Alabama 35203-5400

(205) 323-1888


5







 


George P. Ford

FORD & HOWARD, P.C.

645 Walnut Street, Suite 5

Gadsden, AL 35902

(256) 546-5432


Eddie Newsom

Larry Meyers

SMITH, MOORE, LLC

1355 Peachtree Street, N.E., Suite 750

Atlanta, GA 30309

(404) 962-1000


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IN THE CIRCUIT COURT ETOWAH COUNTY, ALABAMA




	 	 	 	 	 
	SABRINA ABERNATHY, ET AL.,	 	
)	 	 
	 	 	
)	 	 
	Plaintiffs,	 	
)	 	 
	 	 	
)
	 	Civil Action No. CV-01-832
	 	 	
)	 	 
	v.	 	
)	 	 
	 	 	
)	 	 
	 	 	
)	 	 
	 	 	
)	 	 
	MONSANTO COMPANY, ET AL.,	 	
)	 	 
	 	 	
)	 	 
	Defendants.	 	
)	 	 





SETTLEMENT AGREEMENT



     THIS SETTLEMENT AGREEMENT is entered into by, between and among the
aggregated plaintiffs and each and every individual plaintiff, by and through
their counsel of record, in the matters styled Abernathy, et al v. Monsanto
Company, et al., Civil Action No. CV-01-832, Circuit Court of Etowah County,
Alabama (which is a consolidated action composed of matters styled Abernathy,
et al. v. Monsanto Company, et al., Civil Action No. CV-96-269, Abbott, et al.
v. Monsanto Company, et al., Civil Action No. CV-97-967, Nelson, et al. v.
Monsanto Company, et. al., Civil Action No. CV- 99-502, Long v. Monsanto
Company, et al., Civil Action No. CV-96-268), Margie Suggs, et al. v. Monsanto
Company, et al., Civil Action No. CV-01-0874, Circuit Court of Calhoun County,
Alabama)), and Brown v. Monsanto Company, et al., Civil Action No.
97-ETC-1618-E, United States District Court, Northern District of Alabama, and
amici curiae and each individual amicus curie in United States v. Pharmacia
Corporation. et al., Civil Action No. 02-C-07409-E, United States District
Court, Northern District of Alabama (collectively referred to herein as
“plaintiffs”), and Solutia Inc. (“Solutia”), Pharmacia Corporation, formerly
known as Monsanto Company (“Pharmacia”), and new Monsanto Company (“Monsanto”)
(collectively referred to herein as the “Interested Parties”).


 







 


     This Settlement Agreement is being entered into concurrently with a Global
Settlement Agreement among the parties to this Settlement Agreement and the
parties to a Settlement Agreement in the matter styled Tolbert et al. v.
Monsanto Company, et al., Civil Action No. CV-01-C-1407-S, and other cases
described in that Settlement Agreement for the Tolbert matter and its related
actions and claims (“Tolbert Settlement Agreement”). The parties agree that the
agreements and obligations set forth and described in this Settlement Agreement
are conditional and contingent upon the parties to the Tolbert settlement
signing the Tolbert Settlement Agreement and the entry of an Order and Judgment
by the Honorable U. W. Clemon approving the Global Settlement Agreement and the
Tolbert Settlement Agreement. The purpose of this Settlement Agreement is to
effectuate the Global Settlement Agreement which is incorporated herein.


     1. The Interested Parties, jointly and severally, agree to pay the total
sum of Three Hundred Million Dollars ($300,000,000.00) into the various
settlement funds to be established as set forth below. All monies due under
this Settlement Agreement shall be deposited by wire transfer pursuant to the
following schedule:


	 	a.
	 	On or before 5:00 p.m. CDT on August 26, 2003,
the sum of Seventy-Five Million Dollars ($75,000,000.00)
shall be wire transferred to SouthTrust Bank to an interest
bearing account of the Circuit Court of Calhoun County (the
Honorable R. Joel Laird) (the “Court”) as follows: State of
Alabama, Ted Hooks, Clerk, CV-2001-874, Account Number
69530631, Routing Number 062000080 (the “Settlement
Account”);




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	 	b.
	 	On or before 5:00 p.m. CDT on the seventh day
(or the next business day thereafter if the seventh day falls
on a Saturday or Sunday) following the execution and filing
of this Settlement Agreement with the Court, the sum of Two
Hundred Million Dollars ($200,000,000.00) shall be wire
transferred to the Settlement Account;




	 	c.
	 	On or before 5:00 p.m. CDT on August 26, 2004,
and on each August 26 of each year thereafter (or the next
business day thereafter if August 26 falls on a Saturday or
Sunday) up to and including August 26, 2013, the sum of Two
Million, Five Hundred Thousand Dollars ($2,500,000.00) shall
be wire transferred in accordance with paragraph 3.h. of this
Settlement Agreement.




     2. The funds described in paragraph 1 above shall not be distributed from
the Settlement Account in accordance with the provisions of this Settlement
Agreement until all the following conditions have been met:


	 	a.
	 	the Court has entered an order approving this
Settlement Agreement in substantially the form set forth in
Exhibit A;




	 	b.
	 	the Court has approved the settlement of the
claims of the plaintiffs who are minors as set forth below;




	 	c.
	 	Plaintiffs’ counsel notifies the Court and
counsel of record for the Interested Parties that the
Relocation/Property Adjustment Fund account and the
corporation, foundation, trust, or other entity described in
paragraph 3.d. have been established or selected.




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     3. The funds in the Settlement Account shall he distributed as follows
once all conditions of paragraph 2 are satisfied:


	 	a.
	 	Each plaintiff who is an adult, a
representative of the estate of a deceased plaintiff
(including any administrator ad litem appointed by the
Court), or is a church, business or other entity (hereinafter
collectively referred to as the “adult plaintiffs”), as a
condition of receiving any payment to or on behalf of such
plaintiff from any of the separately available funds
established under this paragraph 3, shall be required to sign
a general release of all claims in the form of the release
document attached hereto as Exhibit B (the “Release”). The
term “Released Parties,” as used in this Settlement
Agreement, shall mean all persons and entities defined as
“Released Parties” in the Release, including without
limitation, the Interested Parties and their past, present
and future affiliates, and their respective officers,
directors, employers and agents.




	 	b.
	 	Within ninety days after the signing of this
Settlement Agreement (which period will be extended for 30
days upon request of plaintiffs’ counsel (and thereafter upon
mutual agreement of the parties hereto)) (such 90-day period,
together with any extensions, being hereinafter referred to
as the “Release Period”), plaintiffs’ counsel shall use
diligent efforts to secure signed Releases from the adult
plaintiffs, which Releases plaintiffs’ counsel shall hold in
escrow. Plaintiffs’ counsel shall also use diligent efforts
during the




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	 	Release Period to obtain Court approval of the settlement of
the claims of the plaintiffs who are minors. Plaintiffs’
counsel may, prior to the end of such 90-day period,
together with any extensions, notify the Court and the
Interested Parties that they have completed such diligent
efforts. If such notice is given, the Release Period shall
end on the date of such notice.




	 	c.
	 	When plaintiffs’ counsel have obtained signed
Releases from at least 75% of the adult plaintiffs,
plaintiffs’ counsel shall so certify to the Court and the
Interested Parties. Immediately upon such certification, all
funds in the Settlement Account, including any interest
accrued during the time such money was on deposit in the
Settlement Account, shall be wire transferred to an interest
bearing plaintiffs’ attorneys’ escrow account (“Escrow
Account’) designated by plaintiffs’ counsel and approved by
the Court.




	 	
	 	After plaintiffs’ counsel have obtained court approval of
the settlement of the claims of the plaintiffs who are
minors and plaintiffs’ counsel have obtained signed Releases
from the adult plaintiffs and those minor and adult
plaintiffs (counting each estate represented by any
court-appointed administrator ad litem separately) total at
least 97% of the plaintiffs on the Plaintiff List described
in paragraph 7, plaintiffs’ counsel shall so certify to the
Court and the Interested Parties and shall release such
signed




5







 


	 	
	 	Releases from escrow and shall deliver such signed Releases
to the Interested Parties. The Interested Parties shall have
three business days from the receipt of the Releases to
verify the number, content and execution of the Releases, to
verify the number of minor plaintiffs whose claims have been
settled through the Court approval process, and to raise any
issues relating to the Releases or the minors’ settlement
with plaintiffs’ counsel. Any dispute relating to the
Releases or to the count of the Releases or the minors whose
claims have been settled by Court approval shall be resolved
by the Court.




	 	
	 	At the end of this three day verification period or
following the resolution by the Court of any disputes
brought to the Court under this subparagraph, if plaintiffs’
counsel have obtained signed Releases from the adult
plaintiffs and court approval of the claims of the minor
plaintiffs that total at least 97% of the plaintiffs on the
Plaintiff List, plaintiffs’ counsel shall distribute the
funds in the Escrow Account as set forth in paragraphs 3.d.
through 3.h. The Releases and the Court approval of the
settlement of the claims of minors shall not be enforceable
until such distribution of funds commences.




	 	d.
	 	Seventy-Five Million Dollars ($75,000,000.00),
plus any interest accrued on such amount during the time such
money was on deposit in the Settlement Account and the Escrow
Account, shall be paid directly from the Escrow Account to
plaintiffs’ counsel and to plaintiffs as follows:




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	 	i.
	 	Thirty Million Dollars
($30,000,000.00), plus any interest accrued on such
amount during the time such money was on deposit in the
Settlement Account and the Escrow Account, shall be
paid to plaintiffs’ counsel for attorneys’ fees.




	 	ii.
	 	The remaining Forty-Five Million
Dollars ($45,000,000.00), plus any interested accrued
on such amount during the time such money was on
deposit in the Settlement Account and the Escrow
Account, shall be paid from the Escrow Account to pay
the claims of each settling plaintiff




	 	e.
	 	Fifteen Million Dollars ($15,000,000.00), plus
any interest accrued on such amount during the time such
money was on deposit in the Settlement Account and the Escrow
Account, shall be paid directly to plaintiffs’ counsel, such
amount being assessed as costs in the above referenced
matter.




	 	f.
	 	One Hundred and Fifty Million Dollars
($150,000,000.00), plus any interest accrued on such amount
during the time such money was on deposit in the Settlement
Account and the Escrow Account, shall be paid directly from
the Escrow Account to plaintiffs’ counsel and to a fund or
funds established by plaintiffs’ counsel for
relocation/property adjustment payments to plaintiffs as
follows:




	 	i.
	 	Sixty Million Dollars
($60,000,000.00), plus any interest accrued on such
amount during the time such money was on
deposit in the Settlement Account and the Escrow
Account, shall be paid to plaintiffs’ counsel for
attorneys’ fees;




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	 	ii.
	 	The remaining Ninety Million
Dollars ($90,000,000.00), plus any interest accrued on
such amount during the time such money was on deposit
in the Settlement Account and the Escrow Account, shall
be paid to a Relocation/ Property Adjustment Fund
Account or Accounts designated by plaintiffs’ counsel
for payments for the benefit of the approximately 920
plaintiff property owners and other plaintiff residents
for property relocation/adjustment. The
Relocation/Property Adjustment Fund shall be used for
the payment of monies for the benefit of plaintiff
property owners and/or plaintiff residents in
accordance with a matrix to be developed by plaintiffs’
counsel in their sole discretion. Such matrix will
consider such factors as, among other things, jury
verdicts, proximity to the Anniston facility and
drainage pathways or waterways, including Snow Creek
and Choccolocco Creek, sampling results, fair market
value of property, size of property, and use of
property.




	 	g.
	 	Thirty-Five Million Dollars ($35,000,000.00),
plus any interest accrued on such amount during the time such
money was on deposit in the Settlement Account and the Escrow
Account, shall be paid directly from the Escrow Account to
plaintiffs’ counsel and to a corporation,
foundation, trust or other appropriate entity designated by
plaintiffs’ counsel as follows:




8







 


	 	i.
	 	Fourteen Million Dollars
($14,000,000.00), plus any interest accrued on such
amount during the time such money was on deposit in the
Settlement Account and the Escrow Account, shall be
paid to plaintiffs’ counsel for attorneys’ fees;




	 	ii.
	 	Twenty-One Million Dollars
($21,000,000.00), plus any interest accrued on such
amount during the time such money was on deposit in the
Settlement Account and the Escrow Account, shall be
used by the corporation, foundation, trust or other
appropriate entity for the following general purposes,
and the corporation, foundation, trust or other entity
will have the authority to expend funds for such
purposes, but will not be required to perform every
such purpose:




	 	(1)
	 	To provide primary
health care and/or to assist in gaining access
to primary health care and other health care
services (including but not limited to lab,
dental, outreach, prenatal care; radiology, case
management, pharmacy, preventive medicine,
holistic medicine and other health care
programs) by making grants or payments for the
actual benefit of persons meeting the criteria
of the corporation, foundation, trust or other
entity;




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	 	(2)
	 	To provide
educational grants, scholarships or loans to
persons meeting the criteria of the corporation,
foundation, trust or other entity for purposes
including but not limited to those described in
subparagraph (5) below;




	 	(3)
	 	To provide health
education and instruction to or on behalf of
persons meeting criteria of the corporation,
foundation, trust or other entity;




	 	(4)
	 	To provide such other
programs or payments relating to health,
education and community welfare that would
benefit such persons meeting the criteria of the
corporation, foundation, trust or other entity;
and




	 	(5)
	 	To create an
educational trust fund to endow scholarships,
grants or loans for purposes including but not
limited to the evaluation of and development of
personal education plans, pre-kindergarten
program participation, after-school program
participation, tutoring, participation in remedial programs or individual
enrichment programs, computer training programs,
SAT/ACT or other examination preparation
programs, and participation in technical
training, vocational, GED, college or adult
educational programs.




10







 


	 	h.
	 	The annual payments of Two Million, Five
Hundred Thousand Dollars ($2,500,000.00) shall be paid
directly from the Interested Parties to plaintiffs’ counsel
and to the corporation, foundation, trust or other
appropriate entity designated by plaintiffs’ counsel pursuant
to paragraph 3.g. as follows:




	 	i.
	 	One Million Dollars ($1,000,000.00)
shall be paid to plaintiffs’ counsel for attorneys’
fees;




	 	ii.
	 	One Million Five Hundred Thousand
Dollars ($1,500,000.00) shall be paid to the
corporation, foundation, trust or other appropriate
entity established or selected in accordance with
paragraph 3.g. hereof for the purposes outlined in
paragraph 3.g, hereof.




     4. Within seven (7) days of the signing of this Settlement Agreement,
plaintiffs’ counsel shall deliver to the Court and to the Interested Parties a
list (“Plaintiff List”) of the names of all plaintiffs, with a designation of
which plaintiffs are minors, who are subject to the Release provisions or Court
approval of the claims of minors under this Settlement Agreement. The Plaintiff
List shall not include (a) plaintiffs who died more than two years prior to the
date of this Settlement Agreement and for whom Suggestions of Death have been
on file for at least six months and for whom there has been no substitution as
plaintiff, or (b) plaintiffs who, prior to and including August 31,2003, have
moved to withdraw from the actions included within this Settlement Agreement.
Within seven days of delivery of the Plaintiff List, the Interested Parties
shall deliver to plaintiffs’ counsel a


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list of any additions or changes to the Plaintiff List they may propose based
in good faith on their records. Any dispute as to the Plaintiff List shall be
resolved by the Court.



	5.
	 	At the end of the Release Period, plaintiffs’ counsel shall deliver to
the Court and the Interested Parties a list of all adult plaintiffs, if any,
who have not signed their respective Releases (“Unsigned Plaintiffs”) and all
minor plaintiffs who have not had their claims included within and resolved
through the Court approval process (“Unresolved Minor Plaintiffs”), and the
following provisions shall apply:




	 	a.
	 	If fewer than all of the adult plaintiffs have
signed Releases and/or fewer than all of the minor plaintiffs
have had their claims included within and resolved through
court approval of the settlement of the minors’ claims, the
amounts to be distributed pursuant to paragraph 3 hereof
shall be reduced by:




	 	i.
	 	any payments that would otherwise be
made to the Unsigned Plaintiffs and the Unresolved Minor
Plaintiffs, if any, representing the net settlement
proceeds from the fund established in paragraph 3.d.;




	 	ii.
	 	any payments or grants that would
otherwise be made to or for the benefit of the Unsigned
Plaintiffs, if any, from the Property
Relocation/Adjustment Fund established under paragraph
3.f;




	 	iii.
	 	any payments or grants that would
otherwise be made to or for the benefit of the Unsigned
Plaintiffs and the Unresolved Minor Plaintiffs, if any,
from the funds described in paragraphs 3.g. and h.




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	 	b.
	 	If the adult plaintiffs who have signed
Releases and the minor plaintiffs covered by the court
approval of the minors’ settlement total fewer than 97% of
the plaintiffs on the Plaintiff List, then the Interested
Parties, at their sole discretion and election, may, during
the period thirty-one (31) to sixty (60) days after the end
of the Release Period except as provided in paragraph c.iii.
below, give written notice to plaintiffs’ counsel that this
Settlement Agreement is null and void. If the Interested
Parties give such written notice, plaintiffs’ counsel shall
have sixty (60) days to return any and all monies provided
for hereunder to the Interested Parties. In that event, the
plaintiffs reserve their right to file a motion with the
Court requesting that the jury trial in the Abernathy case be
resumed from the point at which it was stayed. If the
Interested Parties do not give such written notice,
plaintiffs’ counsel shall distribute the funds in the Escrow
Account as set forth in this Settlement Agreement.




	 	c.
	 	Notwithstanding paragraphs 5.a. and 5.b.
hereof, if the Court dismisses the claims of the Unsigned
Plaintiffs and the Unresolved Minor Plaintiffs, if any, with
prejudice, no later than thirty (30) days after the end of
the Release Period, then:




	 	i.
	 	if the claims of all
Unsigned Plaintiffs and the Unresolved Minor
Plaintiffs are dismissed with prejudice and no
notice of appeal from such dismissal is filed
within forty-two (42)




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	 	days (“Appeal Period”) of such dismissal, this
Settlement Agreement shall remain in full force and
effect and there shall be no reduction in the
amounts provided for in paragraph 3 hereof;




	 	ii.
	 	with respect to Unsigned
Plaintiffs or Unresolved Minor Plaintiffs, if any,
who file such notices of appeal within their
respective Appeal Periods and Unsigned Plaintiffs
and Unresolved Minor Plaintiffs, if any, whose
claims are not so dismissed, the reduction provided
for in 5.a. shall remain in effect, with respect to
the amounts payable to such Unsigned Plaintiffs or
Unresolved Minor Plaintiffs.




	 	iii.
	 	if the number of Unsigned
Plaintiffs or Unresolved Minor Plaintiffs, if any,
who file such notices of appeal within their
respective Appeal Periods plus the number of
Unsigned Plaintiffs and Unresolved Minor
Plaintiffs, if any, whose claims are not so
dismissed amount to more than 3% of the plaintiffs
on the Plaintiff List, then the Interested Parties
shall retain their right to cancel this Settlement
Agreement under paragraph 5.b. hereof by written
notice during the period thirty (30) days after the
end of the last respective Appeal Period.




     6. No payments may be made to or for the benefit of any minor plaintiffs
from any of the separately available funds established under paragraph 3 hereof
until the Court
approves the settlement of the minors’ claims. No payments may be made to
minors from the Property Relocation/Adjustment Fund.


14







 


     7. Within sixty (60) days after the end of the Release Period (or, if
claims of Unsigned Plaintiffs or Unresolved Minor Plaintiffs are dismissed
under paragraph 5.c. hereof, within sixty (60) days of the end of the Appeal
Period), plaintiffs’ counsel shall return to the Interested Parties from the
Escrow Account the amounts, if any, by which the amounts to be distributed
pursuant to paragraph 3 are reduced under the terms hereof on account of
Unsigned Plaintiffs and Unresolved Minor Plaintiffs. Within thirty (30) days
after the end of the Release Period, plaintiffs’ counsel shall also provide the
following reports to the Interested Parties:


	 	a.
	 	a report for each such Unsigned Plaintiff or
Unresolved Minor Plaintiff of the amounts calculated for
payments and/or grants to or for the benefit of that
Plaintiff for the purposes of paragraphs 5.a.i., ii. and iii;
and




	 	b.
	 	with respect to each Unsigned Plaintiff or
Unresolved Minor Plaintiff, if any, who, despite plaintiffs’
counsel’s good faith efforts, cannot be located, a report of
the good faith efforts to locate such plaintiff.




     8. Any dispute regarding the amount of the monies, if any, to be returned
to the
Interested Parties pursuant to paragraphs 5 and 7 above shall be referred
to Resolutions LLC for resolution, and the decision of Resolutions LLC shall be
binding upon the parties to this Settlement Agreement.


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     9. Plaintiffs acknowledge that the remediation obligations of the
Interested Parties and the obligations, if any, of their affiliates and other
persons or entities designated in Exhibit B as “Released Parties” are governed
by the Revised Partial Consent Decree entered August 4, 2003. Upon delivery of
the Releases from the adult plaintiffs pursuant to paragraph 3.c. hereof,
plaintiffs agree to withdraw as amici curiae in the matter styled United States
of America v. Pharmacia Corporation, et al.,Civil Action No. 02-C-0749-E, and
to forego any right to appeal any decision of the United States District Court
regarding the Revised Partial Consent Decree.


     10. It is specifically acknowledged and agreed that the agreements and
obligations of the Interested Parties under this Settlement Agreement are
conditioned upon the concurrent execution of the Global Settlement Agreement
and the execution of the Tolbert Settlement Agreement and entry of the Order
and Judgment in Tolbert.


     11. Upon delivery of the Releases from the adult plaintiffs pursuant to
paragraph 3.c. hereof, and the Court’s approval of the minors’ settlement, the
plaintiffs and the Interested Parties shall jointly file motions for dismissal
with prejudice, along with proposed orders, to effectuate the dismissal of all
released claims in the cases referenced in the first paragraph of the preamble
to this Settlement Agreement other than United States v. Pharmacia Corporation,
et al. The orders in the state cases shall provide that the Honorable R. Joel
Laird, Jr., Calhoun County Circuit Court, retains continuing jurisdiction in
those cases for the purpose of enforcing this Settlement Agreement.


     12. The parties make no representations or warranties of any kind to each
other except as specifically set out in the Global Settlement Agreement and
this Settlement
Agreement and on the record before the Honorable U. W. Clemon and the Honorable
R. Joel Laird, Jr., on August 20, 2003.


16







 


     13. The Global Settlement Agreement and this Settlement Agreement and the
attached Exhibits supersede all prior discussions, negotiations and agreements
between the parties with respect to the settlement of the litigation. The
Global Settlement Agreement, this Settlement Agreement and the attached
Exhibits, and the representations made on the record on August 20, 2003, before
the Honorable U. W. Clemon and the Honorable R. Joel Laird, Jr. contain the
sole and entire agreement between the parties with respect to the settlement of
the plaintiffs’ claims.


     14. This Settlement Agreement shall not be modified or amended except by
an instrument in writing signed by or on behalf of the parties hereto and
approved by the Court. No such modification or amendment shall modify or amend
any Release without the written consent of the affected released party or
parties.


     15. It is understood and agreed by plaintiffs that the Global Settlement
Agreement and this Settlement Agreement are a complete resolution, settlement
and compromise of disputed claims, and neither the Global Settlement Agreement,
this Settlement Agreement, the consideration, nor or any discussions regarding
the Global Settlement Agreement and this Settlement Agreement shall constitute
an admission of liability or wrongdoing on the part of the Released Parties. It
is expressly acknowledged by plaintiffs that the Released Parties deny any
liability or wrongdoing whatsoever.


     16. The parties agree that upon payment to or on behalf of the plaintiffs
of the amounts (as they may be adjusted) set forth in paragraph 3d. through g. hereof
and the agreement to pay the amounts set forth in paragraph 3.h. hereof, any
liability for punitive


17







 


damages or penalties against Pharmacia Corporation, Solutia Inc., Monsanto
Company, or any of the Released Parties relating to the manufacture, use,
release or disposal of polychlorinated biphenyls at or from the Anniston plant
or Anniston property owned or controlled by the Released Parties is
extinguished and that an assessment of punitive damages or penalties against
Pharmacia Corporation, Solutia Inc., Monsanto Company, or any of the Released
Parties relating to the manufacture, use, release or disposal of
polychlorinated biphenyls at or from the Anniston plant or Anniston property
owned or controlled by the Released Parties would not be warranted.



     17. The Global Settlement Agreement and this Settlement Agreement shall be
governed by, construed, interpreted and enforced in accordance with the laws of
the State of Alabama.


     18. Plaintiffs, by and through their counsel of record, represent and
warrant that plaintiffs’ counsel have express authority to enter into the
Global Settlement Agreement and this Settlement Agreement. The Interested
Parties, by and through their undersigned counsel, represent and warrant that
their undersigned counsel have express authority, pursuant to their respective
Articles of Incorporation, By-Laws, Board of Directors’ resolutions, or other
governing corporate policy or procedure, to enter into the Global Settlement
Agreement and this Settlement Agreement on behalf of the Interested Parties.


     19. The Global Settlement Agreement and this Settlement Agreement shall
apply to, be binding upon, and inure to the benefit of all of the plaintiffs
and the Released Parties as well as their respective heirs, legal
representatives, successors in interest and assigns. Nothing in this Settlement
Agreement shall provide any rights to, or be enforceable by, any person or
entity other than the plaintiffs and the Released Parties.


18







 


     20. The parties to this Settlement Agreement and their counsel shall use
best efforts to effectuate the terms and purposes of this Settlement Agreement.


     21. All notices or other communications to any party to this Settlement
Agreement shall be in writing (and shall include facsimile or similar writing)
and shall be given to the respective parties hereto at the following addresses.
Plaintiffs’ counsel and the Interested Parties may change the name and address
of the person(s) designated to receive notice on behalf of such party by notice
given as provided in this paragraph.


Plaintiffs:



	 	Donald W. Stewart, Esq.

1131 Leighton Avenue

P. O. Box 2274

Anniston, Alabama 36202

Facsimile: (256) 237-0713






	 	Daniel R. Benson, Esq.

Kasowitz, Benson, Torres & Friedman LLP

1633 Broadway

New York, New York 10019

Facsimile: (212) 506-1800





Interested Parties:



	 	William S. Cox, III, Esq.

Lightfoot, Franklin & White, L.L.C.

The Clark Building

400 20th Street North

Birmingham, AL 35203-3200





19







 


     22. All obligations of the Interested Parties pursuant to this Settlement
Agreement (including, but not limited to, all payment obligations) are intended
to be, and shall remain, joint and several.


     23. Except as otherwise provided in the Global Settlement Agreement or
this Settlement Agreement, all parties shall bear their own expenses of
litigation and attorneys’ fees which have arisen or will arise in connection
with the litigation referenced in the preamble to this Settlement Agreement,
the Global Settlement Agreement, this Settlement Agreement, or any other
matters or documents related thereto.


     24. This Settlement Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall comprise a single instrument.



	 	 	 	 	 	 	 
	Dated:	 	
9/9
	 	, 2003
	 	/s/ Donald W. Stewart
	 	 	


	 	 	 	

	 	 	 	 	 	 	Attorneys for Plaintiffs
	 	 	 	 	 	 	 
	Dated:	 	
9/9
	 	, 2003
	 	/s/ William S. Cox
	 	 	


	 	 	 	

	 	 	 	 	 	 	Attorneys for Monsanto Company
	 	 	 	 	 	 	 
	Dated:	 	
9/9
	 	, 2003
	 	/s/ William S. Cox
	 	 	


	 	 	 	

	 	 	 	 	 	 	Attorneys for Solutia Inc.
	 	 	 	 	 	 	 
	Dated:	 	
9/9
	 	, 2003
	 	/s/ William S. Cox
	 	 	


	 	 	 	

	 	 	 	 	 	 	Attorneys for Pharmacia Corporation





20







 


IN THE CIRCUIT COURT

ETOWAH COUNTY, ALABAMA




	 	 	 	 	 
	SABRINA ABERNATHY, ET AL.,	 	
)	 	 
	 	 	
)	 	 
	Plaintiffs,	 	
)	 	 
	 	 	
)
	 	Civil Action No. CV-01-832
	 	 	
)	 	 
	v.	 	
)	 	 
	 	 	
)	 	 
	 	 	
)	 	 
	 	 	
)	 	 
	MONSANTO COMPANY, ET AL.,	 	
)	 	 
	 	 	
)	 	 
	Defendants.	 	
)	 	 





ORDER APPROVING SETTLEMENT



     This matter came before the Court upon the Joint Motion of the Parties for
Approval of the Global Settlement Agreement, entered into on September           ,
2003, and the Settlement Agreement, entered into on September           , 2003, both of
which were attached to such motion. Based upon the information provided by the
parties and the experience of the Court during the course of the pretrial and
trial proceedings, including the information provided during the joint hearing
before the United States District Court, Northern District of Alabama and this
Court on August 20, 2003, IT IS HEREBY ORDERED, ADJUDGED, and DECREED:


	 	1.
	 	The Global Settlement Agreement and the Settlement Agreement
were the product of good faith negotiations among the parties to
these actions with the assistance of Resolutions LLC as mediator.




	 	2.
	 	The terms and conditions of the Global Settlement Agreement and
the Settlement Agreement are fair and reasonable, including the
payment of attorneys’ fees and expenses as set forth in the
Settlement Agreement.




 







 


	 	3.
	 	The Settlement Agreement is incorporated herein, and the Court
retains continuing jurisdiction of this matter for the purpose of
enforcing the Settlement Agreement.




	 	4.
	 	The Court specifically finds that upon entry of this Order and
the payment to or on behalf of the plaintiffs of the amounts set
forth in paragraph 3.d. through g. of the Settlement Agreement and
the agreement to pay the amounts set forth in paragraph 3.h. of the
Settlement Agreement, there will be no further need for punishment of
or penalties against Pharmacia Corporation, Solutia Inc., Monsanto
Company, or any officer, director, employee, agent, representative or
affiliate thereof relating to the use, manufacture, release or
disposal of polychlorinated biphenyls at or from the Anniston plant
or Anniston property owned or controlled by the parties released
under the terms of the Settlement Agreement. The Court further finds
that an assessment of punitive damages or penalties against Pharmacia
Corporation, Solutia Inc., Monsanto Company, or any officer,
director, employee, agent, representative or affiliate thereof
relating to the use, manufacture, release or disposal of
polychlorinated biphenyls at or from the Anniston plant or Anniston
property owned or controlled by the parties released under the terms
of the Settlement Agreement would not be warranted.




	 	5.
	 	The Court hereby approves Account No. 53505264 at Citibank,
N.A., Private Bank, 153 East 53rd Street, New York, New York 10043,
ABA # 021 000 089, For the Account of Kasowitz, Benson, Torres &
Friedman LLP, as Escrow Agent for the Abernathy Plaintiffs, as the
Escrow Account designated by
plaintiffs’ counsel in accordance with the provisions of the
Settlement Agreement.




 







 


	6.
	 	In accordance with paragraph 3.b of the Settlement Agreement,
the Court hereby assesses fifteen million dollars ($15,000,000.00) in
costs against the defendants to be paid to plaintiffs’ counsel in
accordance with the terms and conditions of the Settlement Agreement.




DONE and ORDERED this      day of August, 2003.



	 	 	 
	 	 	 
	 	 	


	 	 	
R. Joel Laird, Jr.

Calhoun County Circuit Court





 







 


GENERAL RELEASE


     In consideration of the payments made by or on behalf of Pharmacia
Corporation, Monsanto Company and Solaria Inc. and the obligations undertaken
by Pfizer Inc., the receipt of which are hereby acknowledged, I completely
release and forever discharge Pharmacia Corporation, Monsanto Company, Solutia
Inc. and Pfizer Inc., their past, present, and future officers, directors,
stockholders, attorneys, agents, servants, representatives, employees,
contractors, distributors, dealers, subsidiaries, affiliates, insurance
companies, partners, predecessors and successors in interest, and assigns and
all other persons, firms or corporations with whom any of the foregoing parties
have been, are now or may hereafter be affiliated (referred to herein as the
“Released Parties”) from any and all legal or equitable claims, whether
currently known or unknown, which I now have or may have in the future,
resulting from any matter, thing, or event occurring or failing to occur at any
time in the past up to and including the date of the signing of this General
Release related to the operations or activities of the plant in Anniston,
Alabama that has been operated and currently is operated by one or more of the
Released Parties (the “Anniston Plant”), (including any and all legal or
equitable claims that were or could have been brought by me for losses of
services of minors, claims for medical or other expenses incurred on behalf of
minors, and any other such claims of mine which are personal to me and which
were or could have been brought by me against one or more of the Released
Parties solely because I am a parent or next friend of any minor), and more
particularly, but without in any way limiting the generality of the foregoing,
any and all legal or equitable claims, whether currently known or unknown,
which I now have or may have in the future arising from or related to
contamination of property or person from, or exposure of property or person to,
PCBs manufactured, used or handled at the Anniston Plant or disposed of or
released by or at the Anniston Plan, or emanating from the Anniston Plant or
other property on which PCBs that relate to the operations or activities of the
Anniston Plant are present, and without in any way limiting the generality or
being bound by


 







 


the particularity of the foregoing, any claims that were or could have
been asserted by me in the actions included in the consolidated action in the
Circuit Court of Etowah County, Alabama styled Abernathy, et al. v. Monsanto
Company, et al., Civil Action No. CV-01-832, (the “Lawsuit”).



     In further consideration of the payments herein recited to have been made
or to be made to me or on my behalf, and for other good and valuable
consideration, I acknowledge and agree that the Released Parties do not now and
have not at any time heretofore admitted liability to me or to anyone else for
the claims herein released. To the contrary, the Released Parties expressly
deny any such liability to any plaintiff. Based on my independent judgment, I
expressly consent to the dismissal with prejudice of the claims asserted
against the Released Parties in the Lawsuit.


     I represent and warrant that I intend by signing this Release to bind my
heirs, administrators, successors or assigns by this Release; that I am
agreeing to be bound by this Release having received the advice of counsel of
my choosing; that no other person or entity has or has had any interest in the
claims, demands, obligations or causes of action referred to in this Release
except as otherwise set forth herein; that I have the sole right and exclusive
authority to negotiate any check and receive the sum specified in it; and that
I have not sold, assigned, transferred, conveyed or otherwise disposed of any
of the claims, demands, obligations or causes of action referred to in this
Release.


     Executed at                                                   , this            day of           , 2003.


 







 


CAUTION: READ BEFORE SIGNING BELOW









	 	 	 	 	 	 	 
	STATE OF ALABAMA	 	

	


	)

	 	 
	 	 	

	


	)

	 	 
	COUNTY OF	 	

	


	)

	 	 





     BEFORE ME, the undersigned, duly authorized to take acknowledgments in the
State and County aforesaid, personally appeared                                         
known to me to be the person designated in the
foregoing Release and he acknowledged before me that he executed the same
freely and voluntarily for the purposes described therein.


NOTARY PUBLIC


State of Alabama at Large


County of                               


My Commission Expires:           


 







 


UNITED STATES DISTRICT COURT

NOTHERN DISTRICT OF ALABAMA

SOUTHERN DIVISION




	 	 	 	 	 	 	 
	ANTONIA TOLBERT, et al.,	 	 	 	)	 	 
	 	 	 	 	)	 	 
	 	 	
Plaintiffs,
	 	)	 	 
	 	 	 	 	)	 	 
	 	 	 	 	)	 	 
	vs.	 	 	 	)
	 	CIVIL ACTION NO. CV-01-C-1407-S
	 	 	 	 	)	 	 
	 	 	 	 	)	 	 
	 	 	 	 	)	 	 
	MONSANTO COMPANY,	 	 	 	)	 	 
	PHARMACIA, INC. and	 	 	 	)	 	 
	SOLUTIA, INC.,	 	 	 	)	 	 
	 	 	 	 	)	 	 
	 	 	
Defendants.
	 	)	 	 





SETTLEMENT AGREEMENT



     THIS SETTLEMENT AGREEMENT is entered into by, between and among the
aggregated plaintiffs as defined below (collectively “Plaintiffs”), by and
through their counsel of record, in the matters styled Tolbert, et al., v.
Monsanto Company, et al., Civil Action No. CV-01-C-1407-S, United States
District Court, Northern District of Alabama and Oliver v. Monsanto Company, et
al., Civil Action No. 02-C-836-S, United States District Court, Northern
District of Alabama, and Solutia Inc., Pharmacia Corporation (formerly known as
Monsanto Company), and Monsanto Company, collectively referred to herein as the
Defendants. This Settlement Agreement is being entered into concurrently with
a Global Settlement Agreement between the parties to this Settlement Agreement
and the parties to a Settlement Agreement in the matter styled Abernathy, et
al. v. Monsanto Company, et al., Civil Action No. 01-832, Circuit Court, Etowah
County, Alabama and other cases described in that Settlement Agreement. The
parties agree that the agreements and obligations set forth and described in
this Settlement Agreement are conditional and contingent upon the concurrent
settlement of


 







 


Abernathy and other actions and claims included within the Global
Settlement Agreement. The purpose of this Settlement Agreement is to
effectuate the Global Settlement Agreement that is incorporated herein.


	 	1.
	 	As used in this Agreement, the term “Plaintiffs” means all
persons named as plaintiffs in any complaint or amended complaint
filed in these actions to date, together with any person not so
named but subject to the tolling agreement between the parties. All
persons subject to such tolling agreement shall be identified in an
amended complaint specifically naming each person subject to the
tolling agreement as an additionally named plaintiff within thirty
(30) days after entry of the Final Judgment and Order. Plaintiffs
may also dismiss certain plaintiffs or specified claims of certain
plaintiffs, with the written agreement of Defendants, and by order
of the Court.




	 	2.
	 	The Defendants have agreed to pay the total sum of Three
Hundred Million Dollars ($300,000,000.00) in accordance with the
proposed Final Judgment and Order attached hereto as Exhibit A and
incorporated herein. As of August 28, 2003, the sum of
seventy-five million dollars ($75,000,000.00) was transferred to the
Tolbert QSF pursuant to the Order Regarding Good Faith Settlement
Payment, entered August 27, 2003. Two Hundred Million Dollars
($200,000,000.00), plus interest, shall be deposited by wire
transfer to the Tolbert QSF in accordance with the Final Judgment
and Order as follows: the sum of one hundred and eighty million
dollars ($180,000,000.00), plus interest thereon, to AmSouth Bank,




 







 


	 	
	 	Wealth Management Operations Department, ABA #: 062000019, Account
#: 0017541387, For Further Credit to Tolbert Qualified Settlement
Fund, Account #: 1060001574. Attn. Laura Wainwright and the sum of
twenty million dollars ($20,000,000.00), plus interest thereon, to
Sterling Bank, Scott McCall, Tolbert QSF, Account Number 01414348,
Routing Number 061100606. Beginning on August 26, 2004 and
continuing on each August 26 up to and including August 26, 2013,
the Defendants shall wire transfer the sum of two million, five
hundred thousand dollars ($2,500,000.00) to an account other than
an account held by the Tolbert QSF to be agreed to by the parties
and approved by the Court and to be used to fund the medical
clinic to be established in west Anniston in accordance with this
Settlement Agreement and the Final Judgment and Order.




	 	3.
	 	Attorneys’ fees shall be paid by the Tolbert QSF in
accordance with paragraph 4 of the Final Judgment and Order. The
parties agree that the term “final” in paragraph 4 of the Final
Judgment and Order means that the Final Judgment and Order has been
entered by the Court, and (i) if no appeal has been taken from the
Final Judgment and Order, that the time to appeal therefrom under
the Federal Rules of Appellate Procedure has expired; or (ii) if any
appeal has been taken from the Final Judgment and Order, that all
appeals therefrom, including petitions for certiorari or any other
form of review have been finally disposed of in a manner that
affirms the Final Judgment and Order as to the judgment amount of
Three




 







 


	 	
	 	Hundred Million Dollars ($300,000,000.00) referenced in paragraph
2 of the Final Judgment and Order, and that the time for any
further appeal, rehearing or review has expired; provided,
however, that if no appeal taken from the Final Judgment and Order
seeks review of the judgment amount of Three Hundred Million
Dollars ($300,000,000.00), Plaintiffs, through counsel, may
immediately petition the District Court, through that Court’s
retained jurisdiction over this Settlement Agreement and the Final
Judgment and Order, for an order directing and approving payment
of attorneys’ fees from the Tolbert QSF before disposition of the
appeal(s).




	 	4.
	 	The other funds in the Tolbert QSF shall be distributed by
the Settlement Administrator pursuant to paragraph 7 of the Final
Judgment and Order.





	 	5.
	 	Any checks made payable directly to any plaintiff or
authorized plaintiff representative shall contain release language
as follows:




By endorsing this check, and after being informed fully by my lawyer, I
hereby release, for myself and my heirs and representatives, all claims
against Monsanto Company, Solutia Inc., and Pharmacia Corporation and
their affiliates to the full extent permitted under federal or state law
pursuant to the Settlement Agreement and Final Judgment and Order in
Tolbert, et al. v. Monsanto Company, et al., Case No. CV-01-C-1407-S,
United States District Court, Northern District of Alabama. In addition,
I hereby release, for myself and my heirs and representatives, all claims
against the Tolbert Qualified Settlement Fund, the Settlement
Administrator of that Qualified Settlement Fund, and my lawyer(s) and
their affiliates to the full extent permitted under federal or state law.



	 	
	 	The parties to this agreement hereby agree and acknowledge that
the creation of the Tolbert QSF (and the funding thereof) and
other good and valuable consideration, the receipt of which is
acknowledged, this Agreement and the Final Judgment and Order
extinguish all claims of plaintiffs to the full extent permitted
by state or federal law against Pharmacia Corporation, Monsanto
Company, Solutia Inc., and their related and affiliated companies,
including Pfizer Inc., and their officers,




 







 


	 	
	 	directors, stockholders, attorneys, agents, servants,
representatives, employees, contractors, distributors, dealers,
subsidiaries, affiliates, and insurance companies and who are
hereby completely released and forever discharged (referred to
herein as the “Released Parties”). The Released Parties are
hereinafter released and relieved from any and all legal or
equitable claims, whether currently known or unknown, which any
plaintiff now has or may have in the future resulting from any
matter, thing, or event occurring or failing to occur at any time
in the past up to and including the date hereof, and more
particularly, but without in any way limiting the generality of
the foregoing, any and all legal or equitable claims, which any
plaintiff has arising from or related to contamination of property
or person from or exposure of property or person to PCBs
manufactured or handled by, disposed of, under the control of, or
emanating from property owned or controlled, either in the past,
present, or future, by one or more of the Released Parties and any
and all legal or equitable claims, whether known or unknown, which
he or she now has or may have in the future resulting or arising
from any act or omission of any of the Released Parties related to
the operations and activities at the plant that has been operated
and currently is operated by one or more of the Released Parties
in Anniston, Alabama, and more particularly, but without in any
way limiting the generality of the foregoing, any claims that were
or could have been asserted by him or her in the action in the
United States District Court for the Northern District of Alabama
styled Tolbert v.




 







 


	 	
	 	Monsanto Co., Civil Action No. CV-01-C-1407-S and any and all
legal or equitable claims that were or could have been brought by
or on behalf of any plaintiff against one or more of the Released
Parties.




	 	6.
	 	The costs, including the fees and expenses, of the Settlement
Administrator shall be paid in accordance with the terms and
conditions of the Final Judgment and Order and the order appointing
the Settlement Administrator.




	 	7.
	 	Payments to minor plaintiffs shall be determined by the
Settlement Administrator consistent with the Final Judgment and
Order, subject to further approval by the Court.




	 	8.
	 	The annual payments required to be paid pursuant to paragraph
2 of this Settlement Agreement shall be used solely to operate the
health clinic to be established pursuant to the Final Judgment and
Order.




	 	9.
	 	It is specifically acknowledged and agreed that the
obligations of Defendants under this Agreement are conditioned upon
the concurrent entry of the Global Settlement Agreement and the
Settlement Agreement in the Abernathy related matters.




	 	10.
	 	The parties make no representations or warranties of any kind
to each other except as specifically set out in the Global
Settlement Agreement, this Settlement Agreement, and the Abernathy
Settlement Agreement, and on the record before the Honorable U. W.
Clemon and the Honorable R. Joel Laird, Jr. on August 20, 2003
(including the Proposed Order of that date). The transcript of the
hearing on August 20, 2003, the Pfizer Inc.,




 







 


	 	
	 	letter to Solutia general counsel Jeff Quinn dated August 20,
2003, and the Proposed Order of August 20, 2003 are attached
hereto as composite Exhibit B.




	 	11.
	 	The Global Settlement Agreement, this Settlement Agreement,
the Final Judgment and Order, and the representations made on the
record on August 20, 2003 (including the Proposed Order of that
date), before the Honorable U. W. Clemon and the Honorable R. Joel
Laird, Jr. contain the sole and entire agreement between the parties
with respect to the settlement of the Plaintiffs’ claims.




	 	12.
	 	Neither the Global Settlement Agreement nor this Settlement
Agreement shall be modified or amended except by an instrument in
writing signed by or on behalf of the parties hereto and approved by
the Court.




	 	13.
	 	It is expressly acknowledged by Plaintiffs that the
Defendants deny any liability or wrongdoing whatsoever, and that
Monsanto Company specifically reserves its argument that it is not a
proper party to this matter and that Monsanto Company’s
participation in this Agreement is without prejudice to its
arguments regarding its status as a party defendant.




	 	14.
	 	The Global Settlement Agreement, this Settlement Agreement,
and the Final Judgment and Order shall be governed by, construed,
interpreted and enforced in accordance with the laws of the State of
Alabama. All issues relating to the Global Settlement Agreement,
this Settlement Agreement, and the Final Judgment and Order or any
related agreement shall be
presented to the Honorable U. W. Clemon, United States District
Court, Northern District of Alabama, for resolution.




 







 


	 	15.
	 	Plaintiffs, by and through their counsel of record, represent
and warrant that Plaintiffs’ Counsel have authority to enter into
the Global Settlement Agreement and this Settlement Agreement and to
consent to the entry of the Final Judgment and Order. The
Defendants, by and through their counsel, represent and warrant that
Defendants’ Counsel have express authority, pursuant to their
respective Articles of Incorporation, By-Laws, Board of Directors’
resolutions, or other governing corporate policy or procedure, to
enter into the Global Settlement Agreement and this Settlement
Agreement, and to consent to the entry of the Final Judgment and
Order on behalf of the Defendants.




	 	16.
	 	The Global Settlement Agreement, this Settlement Agreement,
and the Final Judgment and Order shall apply to, be binding upon,
and inure to the benefit of all of the Plaintiffs (as defined in
paragraph 11 of the Final Judgment and Order) and the Defendants, as
well as their respective heirs, affiliates, related entities, legal
representatives, successors in interest and assigns.




	 	17.
	 	This Settlement Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and
all of which together shall comprise a single instrument.




 







 



	 	 	 	 	 	 	 
	Dated:	 	
Sept 9
	 	, 2003	 	 
	 	 	

	 	 	 	 
	 	 	 	 	 	 	/s/ Jere L. Beasley
	 	 	 	 	 	 	

	 	 	 	 	 	 	Attorneys for Plaintiffs
	Dated:	 	
Sept. 9
	 	, 2003	 	 
	 	 	

	 	 	 	 
	 	 	 	 	 	 	/s/ William S. Cox
	 	 	 	 	 	 	

	 	 	 	 	 	 	Attorneys for Monsanto Company
	Dated:	 	
Sept 9
	 	, 2003	 	 
	 	 	

	 	 	 	 
	 	 	 	 	 	 	/s/ William S. Cox
	 	 	 	 	 	 	

	 	 	 	 	 	 	Attorneys for Solutia
	Dated:	 	
Sept 9
	 	, 2003	 	 
	 	 	

	 	 	 	 
	 	 	 	 	 	 	/s/ William S. Cox
	 	 	 	 	 	 	

	 	 	 	 	 	 	Attorneys for Pharmacia Corporation