exv10w21



 





EXHIBIT 10.21




MONSANTO COMPANY

EXECUTIVE HEALTH MANAGEMENT PROGRAM





	1.	 	Purpose. The purpose of the Monsanto Company Executive Health Management
Program (“Plan”) is to reimburse eligible executives for the cost of
certain medical diagnostic procedures, including routine medical
examinations, blood tests and X-rays, or to arrange to have such
procedures made available to such eligible executives.
	 
	2.	 	Effective Date. This Plan as set forth in this document shall be
effective as of July 19, 2004.
	 
	3.	 	Eligibility. Each member of the Executive Team of Monsanto Company
(“Monsanto”) or such other executive as designated by the People and
Compensation Committee of the Board of Directors of Monsanto Company (the
“Committee”) shall be a Participant as of the later of: (i) the date he or
she becomes a member of the Executive Team, (ii) in the case of any other
executive, the date he or she is designated a Participant by the
Committee, or (iii) the Effective Date. If a Participant ceases to be a
member of the Executive Team or other eligible executive officer, his or
her participation in the Plan shall cease unless otherwise provided by the
Committee, subject to any right of continuation coverage described in
Section 5.
	 
	4.	 	Benefits.






               A.     Medical Benefits. A Participant will be eligible to receive
medical diagnostic procedures approved or made available by Monsanto’s
Corporate Occupational Medicine department from time to time, at such
facilities as determined by the Director, Occupational Medicine. Such
procedures may include routine medical examinations, blood tests, X-rays
and other diagnostic procedures. Such procedures will not include
expenses incurred or services for (a) the treatment, cure or testing of a
known illness or disability, (b) the treatment or testing for a physical
injury, complaint or specific symptom of a bodily malfunction or (c) any
activity undertaken for exercise, fitness, nutrition, recreation or
general improvement of health.




               B.     Travel Expenses. To the extent medical diagnostic procedures
approved or made available under the Plan are provided at facilities
which would result in a Participant incurring travel to obtain such
benefits, all such expenses (including but not limited to airfare, meals
and lodging) shall be borne by the Participant.




               C.     Tax Gross-Up. In the event medical diagnostic procedures approved
or made available under the Plan are taxable to the Participant, the
Participant shall be entitled to receive an additional payment, (the
“Gross Up Payment”) in an amount such that, after payment by the
Participant of all



 









 






federal, state, and local taxes, including, but not limited to any taxes
imposed by a foreign jurisdiction, and any interest or penalties imposed
with respect to any such taxes (the “Taxes”), imposed on the Gross-up
Payment, the Participant retains an amount equal to any Taxes imposed on
the benefits described in Section 4A.




               For purposes of determining the amount of the Gross-Up Payment, the
Participant shall be deemed to pay federal income taxes at the highest
marginal rate of federal income taxation in the calendar year in which
the Gross-Up Payment is to be made, and state and local income taxes at
the highest marginal rate of taxation in the state and locality of
residence at the time or times of such payment, net of the maximum
reduction in federal income taxes that could be obtained from the
deduction of any other Taxes.




	5.	 	Continuation of Coverage. To the extent required by law (including
Section 4980B of the Internal Revenue Code of 1986, as amended), if a
Participant ceases to be a member of the Executive Team or other eligible
executive officer and undertakes to pay any applicable premium to Monsanto
for continuation coverage, coverage under the Plan may continue so long as
such payments are made, but not beyond the end of the period for which
such coverage is required by law. In addition, the former Participant
shall be treated as a Participant under the Plan to such extent as is
required by law, and shall be entitled to any benefits otherwise made
available to Participants during such period of continued coverage, as
described in Section 4 A.
	 
	6.	 	Source of Funds. Monsanto shall contribute the amount required to pay
benefits under this Plan out of its general assets at the time such
benefits are to be paid. There shall be no special fund out of which
benefits shall be paid.
	 
	7.	 	Plan Administrator. The Employee Benefits Plans Committee of Monsanto
shall be the Plan Administrator and the named fiduciary and shall have
the discretionary authority to construe and interpret the provisions of
the Plan, decide all questions of eligibility and participation and
control and manage the operation and administration of the Plan. No
member of the Employee Benefits Plans Committee shall make any decision
or take any action covering exclusively his or her own benefits under the
Plan.
	 
	8.	 	Claims. Any claim for benefits shall be processed in accordance with
Section 503 of the Employee Retirement Income Security Act of 1974, as
amended and the regulations thereunder.
	 
	9.	 	Amendment and Termination. The Plan may, at any time, be amended or
terminated by the Committee by a written instrument executed by an
authorized executive officer or by its own action.




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	10.	 	Taxation of Benefits. Pursuant to Treasury Regulation Section
1.105-11(g), reimbursements for medical benefits described in Section 4.A
shall be excludable from a Participant’s income for U.S. federal income
tax purposes. Notwithstanding any of the foregoing, all applicable tax
laws and regulations will be applied with respect to a Participant’s
participation in the Plan.
	 
	11.	 	Governing State Law. This Plan shall be construed and enforced according
to the laws of the State of Missouri, to the extent not preempted by
federal law.





                              IN WITNESS WHEREOF, Monsanto has caused this Plan to be executed this
                    day of July, 2004.


	 	 	 	 	 
	 	MONSANTO COMPANY



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