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Exhibit 14 (SEMINIS LOGO) Business Code of Conduct Dated: September 2004Authorized by: HR
 Page 1 of 5 1.0 Purpose As a company team member, you are expected to accept certain responsibilities, follow
acceptable business principles in matters of conduct and exhibit a high degree of integrity at
all times. This Guideline covers a wide range of practices. It does not cover every issue that
may arise, but it sets out basic principles to guide all employees of Seminis, Inc. and its
Subsidiaries (collectively, the Company). 2.0 Policy All of our employees must conduct themselves according to these Guidelines and seek to avoid
even the appearance of improper behavior that might be harmful to themselves, co-workers, or the
Company; might be viewed unfavorably by current or potential customers; or might be viewed
unfavorably by the public at large in any of the many countries where the Company does business or
is subject to regulation. Employees, officers, directors and consultants are encouraged to
observe the highest standards of professionalism at all times and comply with the practices
described below. Although consultants are expected to abide by these Guidelines, they shall act
solely as independent contractors and nothing herein contained shall at any time be so construed
as to create a relationship of employer and employee, partnership, principal and agent, or joint
venturer. Additionally, all contracts the Company shall enter into with its agents following the
date on which the Company adopts these Guidelines shall incorporate and attach a copy of these
Guidelines, unless specifically approved otherwise in writing by the Companys General Counsel.  2.1
    
    Compliance with Laws, Rules and Regulations: Obeying the law, both in letter and in spirit, is
the foundation on which this Companys ethical standards are built. All employees must respect
and obey the laws of the cities, states and countries in which we operate. Although not all
employees are expected to know the details of these laws, it is important to know enough to
determine when to seek advice from higher authorities.2.2
    
    Conflicts of Interest: A conflict of interest exists when a persons private interest
interferes in any way  or even appears to interfere  with the interests of the Company.
A conflict can arise when an employee, officer or director takes actions or has interests
that may make it difficult to perform his or her Company work objectively and effectively.
Conflicts of interest may also arise when an employee, officer or director, or members of
his or her family, receives personal benefits as a result of his or her position in the
Company.It is almost always a conflict of interest for a Company employee to work simultaneously for
a competitor, customer or supplier. You are not allowed to work for a competitor as a
consultant or board member. The best policy is to avoid any direct or indirect business
connection with our customers, suppliers or competitors, except on our behalf. In addition,
engaging in a competitive activity may result in the loss of benefits under your employment
agreement, restricted stock units or other incentive awards.




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    September 2004Business Code of ConductPage 2 of 5
  Conflicts of interest are prohibited as a matter of Company policy. Conflicts of interest
are not always clear-cut, so if you have a question, or if a situation raises any doubt,
you should promptly consult with higher levels of local management or with the Companys
General Counsel. Conflicts, or potential conflicts, can often be dealt with if disclosed
early and completely.Employees, officers and directors are prohibited from taking for themselves personally
opportunities that are presented or discovered through the use of corporate property,
information or position. No employee may use Company property, information, or position
for personal gain, and no employee may compete with the Company, directly or indirectly.
Employees, officers and directors owe a duty to the Company to advance its legitimate
interests when the opportunity to do so arises.2.3
    
    Competition and Fair Dealing: To maintain the Companys valuable reputation, compliance with
our quality processes and safety requirements is essential. In the context of ethics, it is a
quality requirement that our products and services be designed and manufactured to meet our
obligations to customers. All inspection and testing documents must be handled in accordance with
all applicable regulations.The purpose of business entertainment and gifts in a commercial setting is to create good
will and sound working relationships, not to gain unfair advantage with customers. Employees
may never give or receive cash gifts. No gift or entertainment should ever be offered,
given, provided or accepted by any Company employee, family member of an employee or
permanent consultant unless it is appropriately modest in value; fully consistent with all
laws or regulations; is consistent with customary business practices (including the
practices of the Company); and cannot be construed as a bribe or improper inducement.Company employees and permanent consultants may not, under any circumstances, solicit any
third party to violate the above on behalf of the Company or any affiliate of the Company.National laws and international treaties penalize illicit payments, especially to government
officials, political figures, and their families. Penalties for violating these obligations
can be severe  including imprisonment for individuals and potentially devastating financial
penalties and negative publicity for companies. The Company emphasizes its insistence upon
scrupulous adherence to all applicable standards regarding gifts and entertainment by all
employees, and permanent consultants.Please discuss with your supervisor any gifts or plans that you are not certain are
appropriate.Discrimination and Harassment: The diversity of the Companys employees is a tremendous asset.
We are firmly committed to providing equal opportunity in all aspects of employment and will
not tolerate any illegal discrimination or harassment of any kind.
Examples include derogatory comments based on racial or ethnic characteristics and




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    September 2004Business Code of ConductPage 3 of 5
  unwelcome sexual advances. Employees should immediately report any improper
discrimination or harassment to the appropriate supervisor or to the Corporate
Vice-President for Human Resources.2.5
    
    Health and Safety: The Company strives to provide each employee with a safe and healthful work
environment. Each employee has responsibility for maintaining a safe and healthy workplace for
all employees by following safety and health rules and practices and reporting accidents, injuries
and unsafe equipment, practices or conditions.Violence and threatening behavior are not permitted under any circumstances. Employees
should report to work in condition to perform their duties, free from the influence of
illegal drugs or alcohol. The use of illegal drugs in the workplace will not be tolerated.2.6
    
    Record Keeping: The Company requires honest and accurate recording and reporting of
information in order to make responsible business decisions. Only the true and actual number of
hours worked should be reported. Never shift costs to other customers or inappropriate work
order numbers.Many employees regularly use business expense accounts, which must be documented and
recorded accurately. If you are not sure whether a certain expense is legitimate, ask your
supervisor or your controller. Rules and guidelines are available from the Accounting
Department.All of the Companys books, records, accounts and financial statements must be maintained in
reasonable detail, must appropriately reflect the Companys transactions and must conform
both to applicable legal requirements and to the Companys system of internal controls.
Unrecorded or off the books funds or assets should not be maintained unless permitted by
applicable law or regulation.Business records and communications often become public, and we should avoid exaggeration,
derogatory remarks, guesswork, or inappropriate characterizations of people and companies
that can be misunderstood. This applies equally to e-mail, internal memos, and formal
reports. Records should always be retained or destroyed according to the Companys record
retention policies. In accordance with those policies, in the event of litigation or
governmental investigation please consult the General Counsel.2.7
    
    Confidentiality: Employees must maintain the confidentiality of confidential information
entrusted to them by the Company or its customers, except when disclosure is authorized by the
General Counsel or required by laws or regulations. Confidential information includes all
non-public information that might be of use to competitors, or harmful to the Company or its
customers, if disclosed. It also includes information that suppliers and




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    September 2004Business Code of ConductPage 4 of 5
  customers have entrusted to us. The obligation to preserve confidential information
continues even after employment ends.2.8
    
    Protection and Proper Use of Company Assets: Loyalty to the Company also requires that
employees help preserve Company assets, which include physical assets and also proprietary
information. Proprietary information includes intellectual property such as trade secrets,
patents, plant variety protection, trademarks, and copyrights, as well as business, marketing
and service plans, engineering and manufacturing ideas, designs, databases, records, salary
information and any unpublished financial data and reports.
Any unauthorized use or distribution of this information would violate Company policy. It
could also be illegal and result in civil or even criminal penalties. All employees should
do their best to make sure that Company property under their control is properly used and
protected by adequate controls and safeguards.2.9
    
    Payments to Government Personnel: The Company, through the General Counsel, will provide
guidance to employees and permanent consultants on appropriate means of dealing with foreign
government officials. If you have any questions about the propriety of a proposed gift, payment,
service or request, please consult your local management or the General Counsel. 3.0 Waivers of the Business Code of Conduct The Company discourages waivers in this Code except in extraordinary circumstances. Any
waiver of this Code for executive officers or directors may be made only by a Supermajority of the
Board of Directors (as defined in the Stockholders Agreement, dated May 30, 2003, among the
Company and the parties listed on the signature pages thereto) and will be promptly disclosed as
required by law. Any waiver of this Code must be documented in writing and included in the books
and records of the Company in full. 4.0 Reporting any Illegal or Unethical Behavior: Employees are encouraged to talk to their supervisors when in doubt about the best course of
action in a particular situation. In the instance where it would be inappropriate to discuss the
matter with a supervisor, employees are encouraged to utilize the Whistleblower policy or contact
the General Counsel with any concerns. It is the policy of the Company not to allow retaliation
for reports of misconduct by others made in good faith by employees. Employees are expected to
cooperate in internal investigations of misconduct. 5.0 Compliance Procedures We must all work to ensure that we follow the Business Code of Conduct. However, in some
situations it is difficult to resolve the application of relevant laws, regulations or Company




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    September 2004Business Code of ConductPage 5 of 5
 policies to a particular set of circumstances or proposed course of action. Since we cannot
anticipate every situation that will arise, it is important that we have a way to approach a
new question or problem. These are the steps to keep in mind:  5.1
    
    Get all the facts. In order to reach intelligent solutions, we must be as fully informed as possible.5.2
    
    Discuss the problem with your supervisor. This is the basic guidance for all situations. In
many cases, your supervisor will have a broader perspective and be more knowledgeable about the
question, and will appreciate being brought into the decision making process. Remember that it is
your supervisors responsibility to help solve problems.5.3
    
    If necessary, approach the General Counsel or Corporate Vice-President for Human
Resources, as applicable under these guidelines. In many cases, they will have a broader
perspective and more experience with your questions or concerns.5.4
    
    You may report ethical violations in confidence and without fear of retaliation using the
Whistleblower policy. If your situation requires that your identity be kept secret, reasonable
steps will be taken to protect your anonymity. The Company does not permit retaliation of any
kind against employees for good faith reports of ethical violations.5.5
    
    Always ask first, act later. If you are unsure of what to do in any situation, seek guidance
before you act.