Exhibit 10.3


                 MONSANTO COMPANY BROAD-BASED STOCK OPTION PLAN

1.       PURPOSES

The Monsanto Company Broad-Based Stock Option Plan is designed to:

          o    focus employees on business  performance that creates stockholder
               value;

          o    provide  employees  with  an  incentive  to  enhance  stockholder
               return; and

          o    encourage  employees to view the Company from the  perspective of
               its stockholders.

2.       DEFINITIONS

2.1.     "1933 Act" shall have the meaning set forth in Section 8.14(a).

2.2.     "Adjustment Notice" shall have the meaning set forth in Section 6.2.

2.3.     "Affiliate"  means (i) any entity that is an Associated  Company of the
Company  or a  Subsidiary  of the  Company,  and (ii) at a time  when  Pharmacia
beneficially owns a majority of the then-outstanding  Shares,  Pharmacia and any
entity that is an Associated Company of Pharmacia or a Subsidiary of Pharmacia.

2.4.     "Associated Company" of the Company or Pharmacia means any corporation,
partnership,  joint  venture,  limited  liability  company,  or other  entity or
enterprise, of which the Company or Pharmacia, as applicable,  owns or controls,
directly or indirectly,  10% or more of the outstanding shares of stock normally
entitled  to  vote  for the  election  of  directors,  or of  comparable  equity
participation  and voting  power,  other  than a  Subsidiary  of the  Company or
Pharmacia, as applicable.

2.5.     "Board" means the board of directors of the Company.

2.6.     "Board  People  Committee"  means the People  Committee of the Board or
such other  committee  consisting  of two or more members of the Board as may be
appointed by the Board to administer  this  Broad-Based  Option Plan pursuant to
Section 4.1.

2.7.     "Broad-Based  Option Plan" means the Monsanto Company Broad-Based Stock
Option Plan set forth herein.

2.8.     "Change of Control"  means a Monsanto  Change of Control or a Pharmacia
Change of Control.

2.9.     "Code" means the Internal  Revenue  Code of 1986,  as amended,  and the
regulations promulgated thereunder.

2.10.    "Committee" means the Board People Committee or its permitted delegate.


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2.11.    "Company" means Monsanto Company, a Delaware  corporation  incorporated
February  9, 2000  (originally  under the name  Monsanto  Ag  Company),  and any
successors thereto.

2.12.    "Disability"  means a  physical  or  mental  disability  that  causes a
Participant to be considered  disabled under the terms of the disability  income
plan applicable to such  Participant,  whether or not such Participant  actually
receives such disability benefits,  or, in the event that there is no disability
income plan applicable to such Participant, as determined by the Committee.

2.13.    "Effective Date" has the meaning set forth in Section 3.

2.14.    "Eligible  Employee" means any employee of the Company or an Affiliate,
other than an individual who is subject to the reporting requirements of Section
16(a) of the Exchange Act or whom the Committee  has  determined is likely to be
subject to the requirements of Section 162(m) of the Code at any relevant time.

2.15.    "Exchange  Act" means the  Securities  Exchange Act of 1934, as amended
from time to time, and any successor thereto.

2.16.    "Exercise  Price" means the price at which a Participant may purchase a
Share covered by an Option.

2.17.    "Fair Market Value" means,  with respect to any given date on or before
the date of the initial public offering of the Shares,  the fair market value of
a Share as determined by the Committee, and with respect to any given date after
the date of the  initial  public  offering  of the  Shares,  the  average of the
highest and lowest  per-share sales prices for the Shares during normal business
hours on the New York Stock Exchange for the  immediately  preceding date, or if
the Shares were not traded on the New York Stock Exchange on such date,  then on
the next preceding date on which the Shares were traded, all as reported by such
source as the Committee may select.

2.18.    "Grant Date" means the date as of which the Committee  determines  that
an Option shall be effective.

2.19.    "Monsanto  Change of Control"  means the happening of any of the events
described in subsections  (a) through (d) below,  if immediately  following such
event,  Pharmacia does not beneficially  own a majority of the  then-outstanding
Shares:

(a)      the  acquisition  by any Person of  beneficial  ownership  (within  the
         meaning of Rule 13d-3 promulgated under the Exchange Act) of either (i)
         the   Requisite   Common   Percentage   (as  defined   herein)  of  the
         then-outstanding   shares  of  common   stock  of  the   Company   (the
         "Outstanding  Company  Common  Stock")  or (ii)  the  Requisite  Voting
         Percentage  (as defined  herein) of the  combined  voting  power of the
         then-outstanding  voting  securities  of the  Company  entitled to vote
         generally in the election of directors (the "Outstanding Company Voting
         Securities");  provided,  that for purposes of this subsection (a), the
         following  acquisitions  shall not constitute a Change of Control:  (A)
         any acquisition  directly from the Company;  (B) any acquisition by the
         Company or a Subsidiary  of the  Company;  (C) any  acquisition  by any

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         employee benefit plan (or related trust) sponsored or maintained by the
         Company or a Subsidiary of the Company;  or (D) any  acquisition by any
         corporation  pursuant to a transaction  that complies with clauses (i),
         (ii) and (iii) of subsection (c) of this definition;

(b)      individuals  who, as of the date of the initial public  offering of the
         common  stock of the  Company,  constitute  the Board  (the  "Incumbent
         Board"),  cease for any reason to constitute at least a majority of the
         Board; provided,  that any individual becoming a director subsequent to
         the date hereof  whose  election,  or  nomination  for  election by the
         Company's  stockholders,  was approved by a vote of at least a majority
         of  the  directors  then   comprising  the  Incumbent  Board  shall  be
         considered  as though such  individual  were a member of the  Incumbent
         Board,  but  excluding,  for this purpose,  any such  individual  whose
         initial  assumption  of  office  occurs  as a result  of an  actual  or
         threatened  election contest with respect to the election or removal of
         directors  or other  actual or  threatened  solicitation  of proxies or
         consents by or on behalf of a Person other than the Board;

(c)      consummation   by  the   Company   of  a   reorganization,   merger  or
         consolidation or sale or other  disposition of all or substantially all
         of the assets of the Company or the  acquisition  of assets or stock of
         another corporation (a "Business  Combination"),  in each case, unless,
         following such Business  Combination,  (i) all or substantially  all of
         the   individuals   and  entities  who  were  the  beneficial   owners,
         respectively,  of the Outstanding  Company Common Stock and Outstanding
         Company   Voting   Securities   immediately   prior  to  such  Business
         Combination beneficially own, directly or indirectly, more than 60% of,
         respectively,  the  then-outstanding  shares  of  common  stock and the
         combined  voting  power  of  the  then-outstanding   voting  securities
         entitled to vote  generally in the election of  directors,  as the case
         may be, of the  corporation  resulting  from such Business  Combination
         (including  without  limitation a corporation  that as a result of such
         transaction  owns  the  Company  or  all  or  substantially  all of the
         Company's  assets either directly or through one or more  subsidiaries)
         in substantially  the same proportions as their ownership,  immediately
         prior to such Business  Combination of the  Outstanding  Company Common
         Stock and Outstanding  Company Voting  Securities,  as the case may be,
         (ii) no Person (excluding the Company, a Subsidiary of the Company, any
         corporation  resulting  from a  Business  Combination  or any  employee
         benefit plan (or related trust) thereof) beneficially owns, directly or
         indirectly,  the Requisite  Common  Percentage of the  then-outstanding
         shares of common stock of the corporation  resulting from such Business
         Combination or the Requisite  Voting  Percentage of the combined voting
         power  of the  then-outstanding  voting  securities  entitled  to  vote
         generally in the election of directors of such  corporation,  except to
         the  extent  that  such   ownership   existed  prior  to  the  Business
         Combination  and (iii) at least a majority  of the members of the board
         of  directors  of  the   corporation   resulting   from  such  Business
         Combination  were  members  of the  Incumbent  Board at the time of the
         execution  of the  initial  agreement,  or of the  action of the Board,
         providing for such Business Combination; or

(d)      approval by the  stockholders of the Company of a complete  liquidation
         or dissolution of the Company.

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2.20.    "Monsanto Leadership Team" means those individuals who are, immediately
before a Pharmacia Change of Control, members of the Monsanto Leadership Team or
any successor group thereto.

2.21.  "Option"  means a right granted under this  Broad-Based  Option Plan to a
Participant to purchase a Share at a specified  price for a specified  period of
time.

2.22.    "Option Documents" has the meaning set forth in Section 7.1.

2.23.    "Participant"  means an  Eligible  Employee  to whom an Option has been
granted pursuant to this Broad-Based Option Plan; provided,  that in the case of
the death or legal  incapacity of a Participant,  the term  "Participant"  shall
refer to a  beneficiary  designated  pursuant to Section 8.1 or the  guardian or
legal representative of the Participant acting in a fiduciary capacity on behalf
of such Participant  under state law and court  supervision or comparable office
and supervision under applicable foreign law.

2.24.    "Performance  Objective" means a performance  objective  adopted by the
Committee  pursuant to this  Broad-Based  Option Plan for  Participants who have
received  grants of Options.  If the Committee  determines  that a change in the
business,  operations,  corporate structure or capital structure of the Company,
or  the  manner  in  which  it  conducts  its  business,   or  other  events  or
circumstances render the Performance Objectives to be unsuitable,  the Committee
may modify such Performance  Objectives or the related minimum  acceptable level
of achievement, in whole or in part, as the Committee deems appropriate.

2.25.    "Pharmacia" means Pharmacia  Corporation,  a Delaware corporation,  and
any successor thereto.

2.26.    "Pharmacia  Change of Control" means the happening of any of the events
described in subsections  (a) through (d) below,  if immediately  following such
event, Pharmacia beneficially owns a majority of the then-outstanding Shares:

(a)      the acquisition by any individual,  entity or group (within the meaning
         of Section  13(d)(3) or 14(d)(2) of the  Exchange  Act) (a "Person") of
         beneficial  ownership  (within  the  meaning of Rule 13d-3  promulgated
         under  the  Exchange  Act) of 20  percent  or more  of  either  (i) the
         then-outstanding  shares of common stock of Pharmacia (the "Outstanding
         Pharmacia  Common  Stock")  or (ii) the  combined  voting  power of the
         then-outstanding  voting  securities  of  Pharmacia  entitled  to  vote
         generally  in the  election of directors  (the  "Outstanding  Pharmacia
         Voting  Securities");  provided,  that for purposes of this  subsection
         (a),  the  following  acquisitions  shall  not  constitute  a Change of
         Control:  (A)  any  acquisition   directly  from  Pharmacia;   (B)  any
         acquisition  by the Company,  Pharmacia,  or a Subsidiary  of either of
         them;  (C) any  acquisition  by any  employee  benefit plan (or related
         trust)  sponsored  or  maintained  by  the  Company,  Pharmacia,  or  a
         Subsidiary of either of them; or (D) any acquisition by any corporation
         pursuant to a  transaction  that  complies  with clauses (i),  (ii) and
         (iii) of subsection (c) of this definition;

(b)      individuals  who, as of the date of the initial public  offering of the
         Shares,  constitute the Board of Directors of Pharmacia (the "Incumbent

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         Pharmacia  Board"),  cease  for any  reason  to  constitute  at least a
         majority of the Pharmacia Board; provided, that any individual becoming
         a director subsequent to the date hereof whose election,  or nomination
         for election by Pharmacia's stockholders,  was approved by a vote of at
         least  a  majority  of the  directors  then  comprising  the  Incumbent
         Pharmacia  Board shall be considered as though such  individual  were a
         member  of the  Incumbent  Pharmacia  Board,  but  excluding,  for this
         purpose,  any such individual whose initial assumption of office occurs
         as a result of an actual or threatened election contest with respect to
         the  election or removal of  directors  or other  actual or  threatened
         solicitation  of proxies or consents by or on behalf of a Person  other
         than the Board of Directors of Pharmacia;

(c)      consummation of a  reorganization,  merger or  consolidation or sale or
         other  disposition  of  all or  substantially  all  of  the  assets  of
         Pharmacia or the acquisition of assets or stock of another  corporation
         (a "Pharmacia Business Combination"),  in each case, unless,  following
         such Pharmacia  Business  Combination,  (i) all or substantially all of
         the   individuals   and  entities  who  were  the  beneficial   owners,
         respectively, of the Outstanding Pharmacia Common Stock and Outstanding
         Pharmacia  Voting  Securities   immediately  prior  to  such  Pharmacia
         Business  Combination  beneficially own,  directly or indirectly,  more
         than 60% of, respectively,  the then-outstanding shares of common stock
         and the combined voting power of the then-outstanding voting securities
         entitled to vote  generally in the election of  directors,  as the case
         may be,  of the  corporation  resulting  from such  Pharmacia  Business
         Combination  (including  without  limitation  a  corporation  that as a
         result of such transaction  owns Pharmacia or all or substantially  all
         of  Pharmacia's   assets  either   directly  or  through  one  or  more
         subsidiaries) in substantially the same proportions as their ownership,
         immediately  prior  to  such  Pharmacia  Business  Combination  of  the
         Outstanding  Pharmacia  Common Stock and Outstanding  Pharmacia  Voting
         Securities,  as the case may be, (ii) no Person (excluding the Company,
         Pharmacia,  a Subsidiary of either of them, any  corporation  resulting
         from such Pharmacia  Business  Combination or any employee benefit plan
         (or related trust) thereof)  beneficially owns, directly or indirectly,
         20% or more of,  respectively,  the  then-outstanding  shares of common
         stock  of  the  corporation  resulting  from  such  Pharmacia  Business
         Combination or the combined voting power of the then-outstanding voting
         securities of such corporation except to the extent that such ownership
         existed prior to the Pharmacia Business  Combination and (iii) at least
         a majority of the members of the board of directors of the  corporation
         resulting from such Pharmacia Business  Combination were members of the
         Incumbent  Pharmacia  Board at the time of the execution of the initial
         agreement,  or of the action of the Board of  Directors  of  Pharmacia,
         providing for such Pharmacia Business Combination; or

(d)      approval by the stockholders of Pharmacia of a complete  liquidation or
         dissolution of Pharmacia.

2.27.    "Requisite Common Percentage" means, as of any given time, a percentage
equal to or greater than the higher of (i) 20 percent and (ii) the percentage of
the then-outstanding Shares then beneficially owned by Pharmacia.

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2.28.    "Requisite Voting Percentage" means, as of any given time, a percentage
equal to or greater than the higher of (i) 20 percent and (ii) the percentage of
the  voting  power of the  then-outstanding  voting  securities  of the  Company
entitled to vote generally in the election of directors then beneficially  owned
by Pharmacia.

2.29.    "Retirement"  means a  Participant's  Termination  of  Employment on or
after the date on which the Participant attains age 50.

2.30.    "Second  Trigger" shall be considered to have occurred (i) with respect
to all  Participants  if,  during the one-year  period  immediately  following a
Pharmacia Change of Control,  one of the following occurs: (A) more than half of
the members of the Monsanto  Leadership  Team  experience a Termination  without
Cause or a Termination for Good Reason;  (B) the  headquarters of the Company is
relocated  by more  than 35  miles  from its  location  immediately  before  the
Pharmacia  Change of Control,  or a plan to effect such a relocation is publicly
announced;  (C) it is publicly  announced that  Pharmacia  intends to take steps
that  will  result  in  its  ceasing  to  beneficially  own a  majority  of  the
then-outstanding  Shares or that would otherwise  result in a Monsanto Change of
Control,  and such steps have not previously  been approved by a majority of the
members  of the  Monsanto  Leadership  Team;  and (ii) with  respect  to a given
Participant if, during the period of one year immediately  following a Pharmacia
Change of Control,  or the Participant  experiences a Termination without Cause,
or a Termination for Good Reason.

2.31.    "Section." Unless otherwise indicated,  all "Section" references are to
sections of this Broad-Based Option Plan.

2.32.    "Shares" means shares of the Company common stock. If there has been an
adjustment or  substitution  pursuant to Section 6, the term "Shares" shall also
include any shares of stock or other  securities that are substituted for Shares
or into which the Shares are adjusted pursuant thereto.

2.33.   "Subsidiary"  of  the  Company  or  Pharmacia  means  any  corporation,
partnership,  joint  venture,  limited  liability  company,  or other  entity or
enterprise of which the Company or Pharmacia,  as applicable,  owns or controls,
directly or indirectly,  50% or more of the outstanding shares of stock normally
entitled  to  vote  for the  election  of  directors,  or of  comparable  equity
participation and voting power.

2.34.    "Termination  for Cause" of a Participant or any other individual means
a Termination  of Employment for "cause,"  "just cause,"  "misbehavior,"  or any
similar  term,  as defined in any  unexpired  employment  agreement  between the
Participant or other individual and the Company or an Affiliate, as the case may
be (including without  limitation any employment  agreement the effectiveness of
which has been triggered by a change of control as defined therein),  or, in the
absence of such an agreement,  or if such  agreement  exists but does not define
any such term, an involuntary  Termination  of Employment of the  Participant or
other individual on account of the Participant's or other individual's  engaging
in (i) any willful or intentional  neglect in performing his duties,  including,
but not limited to, fraud,  misappropriation or embezzlement  involving property
of the Company or an Affiliate,  or (ii) any other intentional wrongful act that
may impair the goodwill or business of the Company or an Affiliate,  or that may
cause damage to any of their businesses.

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2.35.    "Termination  without Cause" of a Participant  or any other  individual
means a  Termination  of  Employment  that  is  involuntary  on the  part of the
Participant  or other  individual,  other than a  Termination  for Cause or as a
result of the Participant's death or Disability.

2.36.    "Termination  of Employment"  of a Participant or any other  individual
occurs when the Participant or other  individual is no longer either an employee
of the Company or any of the Affiliates  (including  without  limitation because
the entity that employs the Participant or other  individual has ceased to be an
Affiliate).

2.37.    "Termination  for Good Reason" with respect to a Participant  means the
Participant's  Termination  of  Employment  for  "good  reason,"  "just  cause,"
"material  breach by the  employer"  or any  similar  term,  as  defined  in any
unexpired  employment  agreement  between the  Participant and the Company or an
Affiliate,  as the case may be  (including  without  limitation  any  employment
agreement the  effectiveness  of which has been triggered by a change of control
as  defined  therein),  or,  in the  absence  of such an  agreement,  or if such
agreement  exists  but  does  not  define  any  such  term,  the   Participant's
Termination of Employment by action of the Participant following: (i) any change
affecting the position of the Participant  (whether resulting from a transfer of
the Participant to another position, a change in the Company's business,  or any
other event) such that the  Participant  no longer has a position  substantially
equivalent to the Participant's position immediately before the Pharmacia Change
of Control for which the  Participant  is qualified by  education,  training and
experience;  (ii) a  decrease  in the  Participant's  salary;  (iii) a  material
decrease in the Participant's opportunity to earn annual and long-term incentive
compensation as compared to the opportunities provided to the Participant before
the Pharmacia Change of Control; (iv) a material decrease in the aggregate value
of the Participant's  employee benefits and fringe benefits as compared to those
provided to the  Participant  before the Pharmacia  Change of Control;  or (v) a
requirement that the Participant relocate his or her place of employment by more
than 35 miles.

3.       EFFECTIVE DATE OF BROAD-BASED STOCK OPTION PLAN

The effective date (the  "Effective  Date") of this  Broad-Based  Option Plan is
August 23, 2000, the date as of which this  Broad-Based  Option Plan was adopted
by the Board.

4.       ADMINISTRATION

4.1.     Delegation.  This Broad-Based  Option Plan shall be administered by the
Board People Committee except to the extent the Board People Committee delegates
administration  pursuant  to this  paragraph.  The Board  People  Committee  may
delegate all or a portion of the  administration of this Broad-Based Option Plan
to  one  or  more  committees,  and  may  authorize  further  delegation  by the
committees to senior managers of the Company,  its  Subsidiaries,  or Pharmacia;
provided,  that no  delegation  may be made of the  powers  granted to the Board
People  Committee  under Section 8.16. Any such delegation may be revoked by the
Committee at any time.

4.2.     Scope of Authority.  The Committee  shall have full power and authority
to  administer  and  interpret  this  Broad-Based  Option Plan and to adopt such
rules,   regulations,   agreements,   guidelines   and   instruments   for   the
administration of this Broad-Based  Option Plan as the Committee deems necessary

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or advisable. The Committee's powers include, but are not limited to (subject to
the specific  limitations  described  herein),  the  authority to determine  the
employees to be granted Options under this Broad-Based Option Plan; to determine
the size and  applicable  terms  and  conditions  of  grants  to be made to such
employees;  to determine the time when Options will be granted; to determine the
terms and conditions of any grant, including,  without limitation,  the Exercise
Price,  any vesting  condition,  restriction  or  limitation  (which may contain
Performance  Objectives  relating to the  performance  of the  Participant,  the
Company or an Affiliate) and any acceleration of vesting or waiver of forfeiture
regarding  any grant and the Shares  relating  thereto;  to determine  whether a
resignation  was  voluntary  and  whether  a  Termination  of  Employment  was a
Termination for Cause;  and to modify,  amend or adjust the terms and conditions
of any grant made to a Participant,  at any time;  provided,  that the Committee
may not reduce the  Exercise  Price of, or cancel and regrant,  any  outstanding
Option.

4.3.     Actions and  Interpretations.  The Committee's  interpretations of this
Broad-Based  Option  Plan and of Option  Documents,  and all  actions  taken and
determinations made by the Committee concerning any matter arising under or with
respect to this Broad-Based Option Plan or any Options granted hereunder,  shall
be in its sole  discretion  and final,  binding and conclusive on all interested
parties,  including  the Company,  an  Affiliate,  stockholders  of any of those
entities,  and all former,  present and future employees thereof.  The Committee
may, with respect to all questions of  accounting,  rely  conclusively  upon any
determination made by the internal accountants of the Company.

4.4.     Board  Authority.  Any  authority  granted to the Committee may also be
exercised  by the Board.  To the extent that any  permitted  action taken by the
Board  conflicts  with action  taken by the  Committee,  the Board  action shall
control.

5.       SHARES AUTHORIZED

5.1.     Total Number. The total number of Shares that may be delivered pursuant
to Options  under this  Broad-Based  Option  Plan shall not exceed the number of
Shares that equals 1.05% of the outstanding Shares immediately after the initial
public offering of the Shares.

5.2.     Source.  The  Shares  for  which  Options  may be  granted  under  this
Broad-Based  Option Plan may be authorized but unissued  Shares not reserved for
any other  purposes  or  Shares  held in or  acquired  for the  treasury  of the
Company, or both.

5.3.     Forfeitures, Etc. If any Option is forfeited without being exercised or
any Option's  term expires,  the Shares that are, as a result,  not delivered to
the Participant  shall again be available for delivery pursuant to Options under
this Broad-Based  Option Plan. If the Exercise Price of any Option granted under
this  Broad-Based  Option Plan is satisfied by delivering  Shares to the Company
(by either actual delivery or by attestation),  only the number of Shares issued
net of the  Shares  delivered  or  attested  to shall be  deemed  delivered  for
purposes of  determining  the maximum  number of Shares  available  for delivery
under this  Broad-Based  Option  Plan.  To the  extent any Shares  covered by an
Option  are not  delivered  to a  Participant  because  such  Shares are used to
satisfy an  applicable  tax  withholding  obligation,  such Shares  shall not be

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deemed to have been delivered for purposes of determining  the maximum number of
Shares available for delivery under this Broad-Based Option Plan.

6.       SHARE ADJUSTMENTS

6.1.     Adjustments.  In the event of any  change in  corporate  capitalization
such  as  a  stock  split,  any  corporate   transaction,   such  as  a  merger,
consolidation,  separation, spin-off, or other distribution of stock or property
of the Company,  any reorganization  (whether or not such  reorganization  comes
within the  definition  of  reorganization  in Section 368 of the Code),  or any
partial or complete  liquidation of the Company,  then notwithstanding any other
provision of this Broad-Based  Option Plan, the Committee or Board may make such
substitution or adjustments in the aggregate  number and kind of Shares reserved
for delivery  pursuant to Options  under this  Broad-Based  Option Plan,  in the
number and kind of Shares subject to outstanding  Options, in the Exercise Price
of outstanding Options,  and/or such other equitable substitution or adjustments
as it may  determine  to be  appropriate;  provided,  that the  number of Shares
subject to any Option shall always be a whole number.

6.2.     Adjustment Notices.  Notice of any adjustment or substitution  pursuant
to this  Section 6 (the  "Adjustment  Notice")  shall be given by the Company to
each Participant holding an affected Option;  provided,  that such adjustment or
substitution shall be effective and binding for all purposes of this Broad-Based
Option Plan whether or not an Adjustment  Notice is given. An Adjustment  Notice
may be given by making it generally  available to Participants  via a newsletter
or other written  employee  communication,  whether such  communication  is made
available on paper or electronically.  Adjustment Notices,  when given, shall be
considered to be part of the Option Documents for each affected Option.

7.       TERMS AND CONDITIONS OF STOCK OPTIONS

7.1.     Option Documents.  Each Option shall be evidenced by written materials,
including necessary terms and conditions, in such form as the Committee may from
time to time prescribe (the "Option Documents").

7.2.     Grants  of  Options.  The  Committee  may  grant  Options  to  Eligible
Employees at such times and to the extent the Committee deems advisable.

7.3.     Exercise  Price.  The  per-Share  Exercise  Price of an Option shall be
established by the Committee in connection with the grant thereof, but shall not
be less than 100% of the Fair Market Value of a Share on the Grant Date.

7.4.     Type of  Options.  Options  hereunder  shall  not be  "incentive  stock
options" within the meaning of Section 422 of the Code.

7.5.     Exercise of  Options.  An Option or portion  thereof  may be  exercised
during the period  beginning on the date when it first  becomes  exercisable  in
accordance  with its terms,  and ending upon the  expiration  of its term or, if
sooner,  when it is  forfeited as a result of a  Termination  of  Employment  or
otherwise in accordance with the terms and conditions of the Option. The term of
an Option shall expire on such date, not later than the tenth anniversary of the

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<PAGE>

Grant Date,  as set forth in the  applicable  Option  Documents.  To exercise an
Option, a Participant shall give notice to the Company or its agent,  specifying
the number of Shares  with  respect to which the Option is being  exercised  and
otherwise  complying with such procedures as the Committee may from time to time
establish (which may include procedures for oral notices of exercise).

7.6.     Payment of Exercise  Price.  For each  Option,  the  applicable  Option
Documents shall specify the form of  consideration to be paid in satisfaction of
the  Exercise  Price,  which may include  (i) cash in the form of United  States
currency or foreign currency  converted to United States dollars at the exchange
rate in  effect on the  exercise  date or  cashier's  check or  certified  check
payable to the order of the Company, (ii) Shares owned free of any restrictions,
without being subject to forfeiture, for at least six months by the Participant,
or (iii) any other method designated by the Committee.  No exercise of an Option
shall be effective before payment of the Exercise Price therefor.

7.7.     Effect of  Termination  of  Employment  on Exercise of Options.  Unless
otherwise  set  forth  in the  applicable  Option  Documents,  the  effect  of a
Participant's  Termination  of  Employment  on  any  Option  then  held  by  the
Participant to the extent it has not previously expired or been exercised, shall
be as follows:

(a)      Before  Vesting has  Commenced.  If such  Participant's  Termination of
         Employment occurs before any portion of the Option is exercisable,  the
         Participant shall forfeit such Option;

(b)      After Vesting has Commenced.  If such Termination of Employment  occurs
         after the Option has become exercisable in whole or in part:

         (i)      Voluntary  Resignation.  As  a  result  of  the  Participant's
                  voluntary resignation,  such Option shall be exercisable for a
                  period of 90 days following such Termination of Employment, to
                  the  extent  it  is   exercisable   immediately   before  such
                  Termination of Employment,  and shall then be forfeited to the
                  extent not exercised;

         (ii)     Termination  for  Cause.  In  a  Termination  for  Cause,  the
                  Participant shall forfeit such Option;

         (iii)    Retirement.  By reason of the Participant's  Retirement,  such
                  Option  shall  be  exercisable  for a  period  of  five  years
                  following such Termination of Employment,  to the extent it is
                  exercisable immediately before such Termination of Employment,
                  and shall then be forfeited to the extent not exercised; and

         (iv)     Other  Involuntary  Termination.  In the  case  of  any  other
                  Termination  of  Employment,  such Option shall be exercisable
                  for a  period  of  one  year  following  such  Termination  of
                  Employment  (including by reason of death or  Disability),  to
                  the  extent  it  is   exercisable   immediately   before  such
                  Termination of Employment,  and shall then be forfeited to the
                  extent not exercised.

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<PAGE>

(c)      Limitation.  Notwithstanding the foregoing, in no event shall an Option
         be exercisable after the expiration of its term.

7.8.     No  Obligation  to Exercise  Option.  The  granting of an Option  shall
impose no obligation upon the Participant or upon a beneficiary of a Participant
to exercise such Option.

8.       MISCELLANEOUS PROVISIONS

8.1.     Non-Transferability.  During  a  Participant's  lifetime,  his  or  her
Options  shall  be  exercisable  only by the  Participant.  No  Option  shall be
transferable  other than by will or the laws of  descent  and  distribution;  no
Option shall be subject,  in whole or in part, to attachment,  execution or levy
of any kind;  and any purported  transfer in violation  hereof shall be null and
void.  Without limiting the generality of the foregoing,  no domestic  relations
order  purporting  to authorize a transfer of an Option shall be  recognized  as
valid. The Committee may establish such procedures as it deems appropriate for a
Participant  to designate a  beneficiary  to whom any amounts  payable or Shares
deliverable  in the event of, or  following,  the  Participant's  death,  may be
provided.

8.2.     No Right to Continued Employment. Nothing contained in this Broad-Based
Option  Plan,  any Option  Documents  or any booklet or document  describing  or
referring  to this  Broad-Based  Option  Plan  shall be  deemed to confer on any
Eligible  Employee  the right to  continue  in the  employ of the  Company or an
Affiliate,  whether for the duration of a Participant's  Option vesting schedule
or  otherwise,  or affect the right of the Company or an  Affiliate to terminate
the employment of any such person for any reason.

8.3.     Governing  Law;  Construction.  This  Broad-Based  Option  Plan and any
actions taken hereunder shall be governed by, and construed in accordance  with,
the laws of the State of  Delaware,  without  regard to the  application  of the
conflicts of laws  provisions  thereof.  Titles and headings to Sections are for
purposes of reference only and shall in no way limit, define or otherwise affect
the meaning or interpretation of this Broad-Based Option Plan.

8.4.     Certain  Tax  Matters.  Notwithstanding  any  other  provision  of this
Broad-Based  Option Plan,  the Committee may make such  provisions and take such
steps as it may deem necessary or appropriate  for the  withholding of any taxes
that the  Company  is  required  by any law or  regulation  of any  governmental
authority,  whether federal, state or local, domestic or foreign, to withhold in
connection  with the grant or exercise of any Option or otherwise in  connection
with any Option,  including,  without  limitation,  the  withholding  of cash or
Shares  that would be paid or  delivered  pursuant  to such  exercise  until the
Participant  reimburses  the  Company  for the amount the Company is required to
withhold with respect to such taxes,  or canceling any portion of such Option in
an amount  sufficient  to  reimburse  the Company  for the minimum  amount it is
required to so withhold,  or selling any property  contingently  credited by the
Company for the  purpose of paying such award in order to withhold or  reimburse
the Company for the minimum  amount it is required to so withhold.  In addition,
the Committee may  establish  appropriate  procedures to ensure that it receives
prompt  notice  of any  event  that may make  available  to the  Company  or any
Affiliate any tax deduction in connection with an Option.

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<PAGE>

8.5.     Foreign Participants. In order to facilitate the granting of Options to
Eligible  Employees who are foreign nationals or who are employed outside of the
United  States of America,  the Committee may provide for such special terms and
conditions,  including  without  limitation  substitutes  for  Options,  as  the
Committee may consider  necessary or appropriate  to accommodate  differences in
local law, tax policy or custom.  The Committee may approve any  supplements to,
or amendments,  restatements or alternative  versions of this Broad-Based Option
Plan as it may  consider  necessary  or  appropriate  for the  purposes  of this
Section 8.5 without thereby affecting the terms of this Broad-Based  Option Plan
as in effect  for any other  purpose,  and the  Secretary  or other  appropriate
officer of the Company may certify any such  documents  as having been  approved
and adopted pursuant to properly  delegated  authority;  provided,  that no such
supplements,  amendments, restatements or alternative versions shall include any
provisions  that are  inconsistent  with the spirit of this  Broad-Based  Option
Plan,  as  then  in  effect.  Participants  subject  to the  laws  of a  foreign
jurisdiction may request copies of, or the right to view, any materials that are
required  to  be  provided  by  the  Company   pursuant  to  the  laws  of  such
jurisdiction.

8.6.     No Rights as a Stockholder.  No Participant  shall have any rights as a
stockholder  with  respect to any Shares  covered by an Option prior to the date
that the  Participant is recorded as the holder of such Shares on the records of
the Company or such  Shares are  delivered  to such  Participant  by  book-entry
registration  or  delivery  of a  certificate  or  certificates  therefor to the
Participant or to a custodian or escrow agent designated by the Committee (which
may include, without limitation, the Company or one or more of its employees).

8.7.     No Right to Options.  No employee or other  person shall have any claim
or right to be granted an Option  under this  Broad-Based  Option  Plan.  Having
received a grant of an Option under this Broad-Based  Option Plan shall not give
a  Participant  or other  person any right to receive any other grant of Options
under  this  Broad-Based  Option  Plan.  A  Participant  shall have no rights or
interests in any Option, except as set forth herein and in the applicable Option
Documents.

8.8.     Unfunded Plan. It is presently  intended that this  Broad-Based  Option
Plan shall be unfunded.  Except for reserving a sufficient  number of authorized
Shares  to  the  extent  required  by law  to  meet  the  requirements  of  this
Broad-Based  Option Plan,  the Company  shall not be required to  establish  any
special or separate  fund or to make any other  segregation  of assets to assure
the delivery of the Shares upon exercise of any Option granted  pursuant to this
Broad-Based Option Plan.

8.9.     Exclusion  from Pension and other Benefit Plan  Computation.  Except to
the extent otherwise  required by applicable law, by exercise of an Option,  (i)
each  Participant  shall be deemed to have  agreed  that such  Option is special
incentive  compensation  that will not be taken into account,  in any manner, as
salary,  wages,  compensation  or bonus in determining the amount of any payment
under any pension,  retirement or other employee  benefit plan of the Company or
an  Affiliate,  and (ii) each  beneficiary  of a deceased  Participant  shall be
deemed to have  agreed  that such  Option will not affect the amount of any life
insurance coverage,  if any, provided by the Company or an Affiliate on the life
of the Participant  that is payable to the beneficiary  under any life insurance
plan covering employees or directors of the Company or an Affiliate.

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<PAGE>

8.10.    Notice.  Except as otherwise  provided in this Broad-Based Option Plan,
all notices or other communications required or permitted to be given under this
Broad-Based  Option Plan to the Company  shall be in writing and shall be deemed
to have been duly given if delivered personally or mailed,  postage pre-paid, as
follows:  (i) if to  the  Company,  at its  principal  business  address  to the
attention of the Secretary; and (ii) if to any Participant,  at the last address
of the  Participant  known  to the  sender  at the  time  the  notice  or  other
communication is sent.

8.11.    Inurement of Rights and Obligations.  The rights and obligations  under
this  Broad-Based  Option  Plan and any  related  documents  shall  inure to the
benefit of, and shall be binding upon, the Company,  its successors and assigns,
and the Participants and their beneficiaries.

8.12.    Costs and Expenses of This  Broad-Based  Stock  Option Plan.  Except as
otherwise  provided  herein,  the  costs  and  expenses  of  administering  this
Broad-Based Option Plan shall be borne by the Company,  and shall not be charged
to any Option grant nor to any Participant  receiving an Option grant. Costs and
expenses  associated  with  the  exercise  of  any  Option  granted  under  this
Broad-Based Option Plan,  including,  but not limited to, commissions charged by
any agent of the Company, may be charged to the Participant.

8.13.    No Limitation on Rights of the Company

(a)      The grant of any Option  shall not in any way affect the right or power
         of the Company to make  adjustments,  reclassifications,  or changes in
         its capital or business structure or to merge,  consolidate,  dissolve,
         liquidate,  sell or transfer all or any part of its business or assets.
         Further,  this Broad-Based Option Plan shall not restrict the authority
         of the  Company,  for  proper  corporate  purposes,  to grant or assume
         Options,  other than under this  Broad-Based  Option  Plan,  to or with
         respect to any other person.

(b)      If the Committee so directs,  the Company may issue or transfer  Shares
         to an  Affiliate,  for such lawful  consideration  as the Committee may
         specify,  upon the condition or  understanding  that the Affiliate will
         transfer such Shares to a Participant  in accordance  with the terms of
         an Option  granted to such  Participant  and specified by the Committee
         pursuant to the provisions of this Broad-Based Option Plan.

8.14.    Legal Requirements

(a)      Restrictions  on Resale.  Notwithstanding  any other  provision of this
         Broad-Based Option Plan, no Participant who acquires Shares pursuant to
         this  Broad-Based  Option Plan may, during any period of time that such
         Participant  is an affiliate of the Company  (within the meaning of the
         rules and regulations of the Securities and Exchange  Commission  under
         the Securities Act of 1933 (the "1933 Act")), sell such Shares,  unless
         such offer and sale is made (i) pursuant to an  effective  registration
         statement  under the 1933 Act, which is current and includes the Shares
         to be sold,  or (ii)  pursuant  to an  appropriate  exemption  from the
         registration  requirement  of the 1933  Act,  such as that set forth in
         Rule 144 promulgated under the 1933 Act.

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<PAGE>

(b)      Registration,  Listing and Qualification of Shares. Notwithstanding any
         other  provision of this  Broad-Based  Option Plan,  if at any time the
         Committee   shall   determine   that  the   registration,   listing  or
         qualification  of the Shares  covered by an Option upon any  securities
         exchange or under any foreign, federal, state or local law or practice,
         or the consent or  approval of any  governmental  regulatory  body,  is
         necessary or desirable as a condition  of, or in connection  with,  the
         granting  of  such  Option  or  the   purchase  or  receipt  of  Shares
         thereunder,  no such  Option  may be  exercised,  and no Shares  may be
         delivered or received  pursuant to such  Option,  unless and until such
         registration,  listing,  qualification,  consent or approval shall have
         been effected or obtained  free of any condition not  acceptable to the
         Committee.  Any  Participant  exercising an Option or receiving  Shares
         thereunder shall make such  representations  and agreements and furnish
         such information as the Committee may request to assure compliance with
         the foregoing or any other applicable legal  requirements.  The Company
         shall  not  be  required  to  issue  or  deliver  any   certificate  or
         certificates for Shares under this Broad-Based Option Plan prior to the
         Committee's  determination  that all  related  requirements  have  been
         fulfilled.  The Company  shall in no event be obligated to register any
         securities  pursuant to the 1933 Act or applicable state or foreign law
         or to take any other action in order to cause the issuance and delivery
         of such  certificates  to  comply  with any  such  law,  regulation  or
         requirement.

8.15.    Fractional  Shares.  The  Company  shall not be  required  to issue any
fractional  Shares pursuant to this  Broad-Based  Option Plan. The Committee may
provide for the elimination of fractions or for the settlement thereof in cash.

8.16.    Amendment or Termination

(a)      The Board People Committee may, from time to time, amend or modify this
         Broad-Based Option Plan or any outstanding Options, including,  without
         limitation, to authorize the Committee to make Options payable in other
         securities or other forms of property of a kind to be determined by the
         Committee,  and such other  amendments as may be necessary or desirable
         to implement such Options, or terminate this Broad-Based Option Plan or
         any provision thereof; provided, that no amendments or modifications to
         this Broad-Based  Option Plan shall,  without the prior approval of the
         stockholders normally entitled to vote for the election of directors of
         the Company,  permit the Company to decrease the Exercise  Price of any
         outstanding Option; and provided,  further,  that amendments to Section
         5.1 shall require the approval of the Board.

(b)      No amendment to or termination of this  Broad-Based  Option Plan or any
         provision   hereof,   and  no  amendment  to  or  cancellation  of  any
         outstanding  Option shall,  without the written consent of the affected
         Participant, adversely affect any outstanding Option.

(c)      Notwithstanding the above provisions,  the Board People Committee shall
         have authority to amend outstanding Options and this Broad-Based Option
         Plan to take into account  changes in law and tax and accounting  rules

                                       14
<PAGE>

         as well as other  developments,  and to grant  Options that qualify for
         beneficial treatment under such rules, without stockholder approval and
         without the consent of affected Participants.

8.17.    Change of Control

(a)      The provisions of this Section 8.17(a) shall apply  notwithstanding any
         provision of this  Broad-Based  Plan other than Sections 8.4, 8.14, and
         8.17(b),  unless  the  Committee  determines  otherwise  at the time of
         grant.  Upon the  occurrence  of a  Monsanto  Change  of  Control,  all
         then-outstanding Options, whether or not previously exercisable,  shall
         vest and be exercisable.  In addition,  upon the occurrence of a Second
         Trigger  after  a  Pharmacia  Change  of  Control  with  respect  to  a
         Participant,  all then-outstanding  Options,  whether or not previously
         exercisable, shall vest and be exercisable.

(b)      With respect to Options held by a Participant who is also a Participant
         in the  Monsanto  Company  Excess  Parachute  Tax  Indemnity  Plan (the
         "Indemnity  Plan") or any comparable or successor plan at the time of a
         Change of Control,  the vesting  provided for in Section  8.17(a) shall
         not occur as a result of that Change of Control, to the extent that the
         provisions  of Section 4(b) of the  Indemnity  Plan (or any  comparable
         provision  of such  comparable  or  successor  plan)  require that such
         vesting not occur.









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