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                                                   EXHIBIT 10.21




               KEY EXECUTIVE EMPLOYMENT AGREEMENT


AGREEMENT between Monsanto Company, a Delaware corporation
("Monsanto"), and Hendrik A. Verfaillie (the "Executive");

WHEREAS, the Executive Compensation and Development Committee
(the "Committee") of the Board of Directors (the "Board") of
Monsanto has recommended and the Board has approved the execution
of employment agreements with specified key executives of
Monsanto;

WHEREAS, the Board has determined that the Executive is a key
executive of Monsanto;

WHEREAS, should Monsanto receive any proposal from a third party
concerning a possible business combination with, or an
acquisition of, equity securities of Monsanto, the Board believes
it imperative that Monsanto and the Board be able to rely upon
the Executive to continue in his position, and that Monsanto and
the Board be able to receive and rely upon his advice, if they
request, as to the best interests of Monsanto and its
shareholders without concern that the Executive might be
distracted by the personal uncertainties and risks created by
such a proposal; and

WHEREAS, should Monsanto receive any such proposals, in addition
to the Executive's regular duties, the Executive may be called
upon to assist in the assessment of such proposals, advise
Monsanto and the Board as to whether such proposals would be in
the best interests of Monsanto and its shareholders, and to take
such other actions as Monsanto and the Board might determine to
be appropriate;

WHEREAS, the retention of Executive during the time any such
proposal is being evaluated and following any business
combination or acquisition will provide needed continuity of


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management, thus enhancing Monsanto's business and business
prospects, and shareholder value;

NOW, THEREFORE, to assure Monsanto and the Board that it will
have the continued dedication of the Executive and the
availability of his advice and counsel notwithstanding the
possibility, threat or occurrence of such a proposal, and to
induce the Executive to remain in the employ of Monsanto, and for
other good and valuable consideration, Monsanto and the Executive
agree as follows:

1. Employment.  Monsanto hereby agrees to continue the
   ----------
   Executive in its employ, and the Executive hereby agrees to
   remain in the employ of Monsanto for the period commencing
   on the Effective Date of this Agreement (as defined in
   Section 5(b) below) and ending on the earlier to occur of
   the third anniversary of such date or the Executive's Normal
   Retirement Date under the Monsanto Company Salaried
   Employees' Pension Plan (the "Employment Period"), with the
   Executive to exercise such authority and perform such
   executive duties as are commensurate with the authority
   being exercised and duties being performed by the Executive
   immediately prior to the Effective Date of this Agreement,
   which duties shall be performed at the location where the
   Executive was employed immediately prior to the Effective
   Date of this Agreement.  The Executive agrees that during
   the Employment Period he shall devote his full business time
   exclusively to his executive duties as described herein and
   perform such duties faithfully and efficiently; provided,
   however, that Executive shall also be permitted to serve or
   continue to serve as a member of the Board of Directors of
   other corporations.


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2. Compensation, Compensation Plans, Perquisites.  During the
   ---------------------------------------------
   Employment Period, the Executive shall be compensated as
   follows:

   (a)  He shall receive an annual salary at a rate which is
        not less than his rate of annual salary immediately
        prior to the Effective Date of this Agreement, with the
        opportunity for increases, from time to time
        thereafter, which are in accordance with the Monsanto's
        regular practices.

   (b)  He shall be eligible to participate on a reasonable
        basis in the applicable bonus, stock option, restricted
        stock, performance award and other incentive compensa-
        tion plans (hereinafter collectively referred to as
        "Incentive Compensation Plans") sponsored by Monsanto
        (including, but not limited to, the Monsanto Management
        Incentive Plan of 1984 and the Monsanto Management
        Incentive Plan of 1988/I), which provide opportunities
        to receive compensation which are the greater of the
        opportunities provided by Monsanto after the Effective
        Date of this Agreement for executives with comparable
        duties or the opportunities under any such plans under
        which he was participating immediately prior to the
        Effective Date of this Agreement.

   (c)  He shall be entitled to participate in the applicable
        Pension Plans and Excess Benefit Plans sponsored by
        Monsanto (including, but not limited to, the Monsanto
        Company Salaried Employees' Pension Plan, the Monsanto
        Company Savings and Investment Plan, the Monsanto
        Company ERISA Parity Pension Plan and the Monsanto
        Company ERISA Parity SIP Plan), which provide pension,
        retirement benefits and savings opportunities which are


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        the greater of those provided by Monsanto after the
        Effective Date of this Agreement for executives with
        comparable duties or the opportunities under any such
        plans in which he was participating immediately prior
        to the Effective Date of this Agreement.

   (d)  He shall be entitled to participate in the applicable
        Employee Welfare Plans sponsored by Monsanto
        (including, but not limited to, those which provide
        medical, dental, life insurance, and disability income
        benefits) and receive perquisites which provide
        Employee Welfare Plan benefits and perquisites which
        are the greater of those provided by Monsanto after the
        Effective Date of this Agreement to executives with
        comparable duties or the Employee Welfare Plan benefits
        and perquisites to which he was entitled immediately
        prior to the Effective Date of this Agreement.

   (e)  He shall be entitled to the benefits provided in any
        Supplemental Executive Retirement Plan ("SERP") or
        other similar contract which is applicable to him.

3. Termination of Employment After Change of Control.
   -------------------------------------------------

   (a)  Notwithstanding the provisions of Sections 1 and 2
        above, if the Executive terminates employment in a
        manner which constitutes a Termination of Employment
        (as defined in Section 5(c) below) during the
        Employment Period, Monsanto shall pay to the Executive
        a Termination Amount.  Except as provided in Section
        3(b) below, the Termination Amount shall be an amount
        equal to:


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        (i)  two times the sum of the Executive's annual base
             pay in effect at the time of his Termination of
             Employment (which in no event shall be less than
             his annual base pay in effect at the Effective
             Date of this Agreement) plus the Executive's
             target annual bonus under the applicable Incentive
             Compensation Plan for the year in which his
             Termination of Employment occurs; plus

       (ii)  if the Executive's Termination of Employment
             occurs within the first year of an applicable
             long-term Incentive Compensation Plan cycle, an
             additional amount equal to the Executive's target
             annual bonus under the applicable Incentive
             Compensation Plan for the year in which his
             Termination of Employment occurs.

        The amount due hereunder shall be paid in a single sum
        as soon as practicable after the Executive's
        Termination of Employment and shall be in lieu of any
        further obligation of Monsanto to make salary payments
        under Section 2(a) or to permit the Executive to
        further participate in any of the Incentive
        Compensation, Pension and Employee Welfare Plans
        described in Sections 2(b), 2(c) and 2(d) hereof
        (except and to the extent that under the terms of any
        of those plans the Executive is permitted to
        participate as a terminated or retired employee).

        In the event that there are fewer than twenty-four
        whole or partial months remaining from the date of the
        Executive's Termination of Employment to his Normal
        Retirement Date, the amount payable under this
        paragraph shall be reduced by multiplying it by a


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        fraction, the numerator of which is the number of whole
        or partial months remaining to his Normal Retirement
        Date and the denominator of which is twenty-four.

   (b)  Excise Tax Provision.
        --------------------

        (i)  The Public Accounting Firm that serves as
             Monsanto's principal independent auditors
             immediately prior to the Effective Date of this
             Agreement ("Public Accounting Firm") shall
             determine if any payment made pursuant to this
             Agreement or any other payment received or deemed
             to be received by Executive from Monsanto or any
             of its subsidiaries and affiliates, or from any
             Pension, Employee Welfare, Incentive Compensation
             or other plans sponsored by Monsanto or any of its
             subsidiaries and affiliates (collectively, the
             "Payment") is or will become subject to any excise
             tax under Section 4999 of the Internal Revenue
             Code of 1986, as amended ("Code"), or any similar
             tax payable under any federal, state, local or
             other law ("Excise Taxes").  The determination and
             computations made by the Public Accounting Firm
             shall be based on its understanding of Section
             280G and 4999 of the Code, any regulations
             promulgated thereunder and any relevant rulings or
             judicial decisions relative thereto, and its
             determinations and computations shall be final and
             binding on all parties.  All determinations
             hereunder shall be made in adequate time to permit
             the Executive to prepare and file his individual
             tax returns in a timely fashion.


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       (ii)  If it is determined by the Public Accounting Firm
             that any Payment is or will become subject to any
             Excise Taxes, then it shall determine if the
             payment of the Excise Taxes in addition to any
             federal, state, local or other income, excise or
             other taxes ("Other Taxes") payable by the
             Executive with respect to the Payment to be
             received will cause the Executive to pay an amount
             of Excise and Other Taxes such that the net
             Payment the Executive will receive after payment
             of all Excise and Other Taxes on such Payment is
             less than if the Payment he would receive was
             reduced to the maximum amount payable without
             imposition of any Excise Taxes ("Economic
             Detriment".) If the Public Accounting Firm
             determines that the Executive will incur an
             Economic Detriment as a result of the receipt of
             the full Payment, the Payment to the Executive
             shall be reduced to the maximum possible Payment
             that can be paid the Executive without him
             incurring any Economic Detriment.

      (iii)  The Public Accounting Firm, in determining whether
             the Payment is subject to Excise Taxes, may
             reasonably conclude that certain items are neither
             subject to Excise Taxes, nor are to be counted in
             determining whether the Payment is subject to
             Excise Taxes or may be considered to be reasonable
             compensation for personal services (such items
             hereinafter referred to as "Non-Included Items").
             If at a later date, it is determined (pursuant to
             final regulations or published rulings of the
             Internal Revenue Service, final judgment of a
             court of competent jurisdiction or, if requested


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             by the Executive, an opinion of a nationally
             recognized accounting or tax law firm) that any of
             the Non-Included Items are subject to Excise
             Taxes, are to be counted in determining whether
             all or any portion of the Payment is subject to
             Excise Taxes or are not considered to be
             reasonable compensation for personal services,
             with the result that the Executive will incur an
             Economic Detriment.  Monsanto shall, immediately
             upon such determination pay the Executive an
             amount equal to the sum of (A) any such Excise
             Taxes, plus (B) any interest, fines, penalties,
             expenses and other costs incurred by the Executive
             and resulting from the Executive having taken a
             position that the Payment or a portion of the
             Payment, is not subject to Excise Taxes in
             accordance with a determination made pursuant to
             Subsection(b)(ii) above, plus (C) the amount
             necessary to reimburse the Executive for any
             federal, state, local or other income taxes
             payable by the Executive with respect to the
             amounts of (I) the Excise Tax reimbursement
             provided in Clause A above, (II) the reimbursement
             for interest, fines, penalties and other amounts
             paid provided in Clause B above, plus (III) the
             amount paid to the Executive as reimbursement of
             any federal, state, local or other income, excise
             or other taxes (as determined for Clauses I, II
             and III hereof) in accordance with the formula set
             forth on Schedule 3, which is attached hereto and
             incorporated by reference herein.



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       (iv)  Consultation.  At Monsanto's reasonable request
             ------------
             the Executive shall consult with Monsanto
             regarding (A) the preparation and filing of the
             Executive's federal income and excise tax returns
             for any year in which any Payment is received, and
             (B) any federal tax issues which may arise with
             respect to any Payment made in connection with a
             Change of Control.  At Monsanto's request, the
             Executive shall retain counsel and other experts
             and consultants reasonably satisfactory to
             Monsanto in connection with any or all of the
             matters described in items (A) and (B) of this
             Subsection 3(b)(iv) and Monsanto shall reimburse
             the Executive (in accordance with Section 6(b)
             hereof) for all fees, expenses and costs
             (including audit costs, attorneys' and
             accountants' fees and expenses, and court costs)
             incurred by Executive as a result of the retention
             of such counsel and other experts and consultants.
             Anything to the contrary herein notwithstanding,
             the Executive shall not in any way be restricted
             from making such disclosure in his individual tax
             returns with respect to payments received
             hereunder as he shall deem reasonable and
             appropriate.

        (v)  The fees, expenses and costs charged by the Public
             Accounting Firm shall be paid entirely by
             Monsanto.

4. Executive Covenants, Duties and Responsibilities.
   ------------------------------------------------

   (a)  Satisfaction and Discharge.  Except for any payments or
        --------------------------
        benefits payable under a Supplemental Executive


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        Retirement Plan or Agreement ("SERP"), Executive hereby
        acknowledges and agrees that Monsanto's execution and
        delivery of this Agreement to the Executive is in full
        satisfaction, fulfillment and discharge of any and all
        claims the Executive may have against Monsanto, any
        Monsanto subsidiary or affiliate, any Monsanto
        separation pay plan and any of their respective
        directors, officers, employees, agents or fiduciaries
        for any contract notice pay, or separation, severance,
        or redundancy pay to which Executive is or otherwise
        might be entitled to under any applicable employment
        agreement, international assignment agreement,
        separation or severance pay plan or policy, or any
        other welfare plan, or pursuant to any statute, court
        or administrative decision of any country (hereinafter
        individually and collectively referred to as "Severance
        Payments").  If any Severance Payments are required to
        be made to Executive, Executive agrees that any
        payments made pursuant to this Agreement shall be
        offset and reduced by the amount of the Severance
        Payments.

   (b)  Executive as a Consultant.  During the period
        -------------------------
        commencing on the date of Executive's Termination of
        Employment and ending one year thereafter, Executive
        agrees that, during such times as are compatible with
        Executive's other obligations, duties and
        responsibilities, he will perform such consulting
        services as Monsanto may reasonably request at such
        locations as shall be reasonably convenient to the
        Executive.  Monsanto shall pay Employee for such
        services at rates which are comparable to the
        Executive's compensation rate in effect immediately
        prior to his date of Termination of Employment.  If the


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        Executive incurs any reasonable travel or other
        expenses in connection with the performance of his
        services pursuant to this Section 4(b), Monsanto shall
        promptly reimburse the Executive for all such expenses.
        In the performance of the consulting services
        hereunder, the Executive shall be in all respects an
        independent contractor without the legal capacity to
        bind Monsanto and shall not be considered an agent or
        employee of Monsanto.  The Executive shall be free to
        render services to or accept employment with others
        while providing consulting services to Monsanto.

   (c)  Employment Contract.  Executive acknowledges and agrees
        -------------------
        that the provisions of this Agreement shall not have
        any effect on Executive's Monsanto Employment Contract,
        which remains in full force and affect.  As used
        herein, the term "Monsanto Employment Contract" shall
        mean any contracts (including any and all amendments
        thereto) between Monsanto and the Executive relating to
        contract notice, confidential information, competitive
        activity, intellectual property, ideas, inventions,
        patent assignments and other similar matters and which
        is usually signed by a Monsanto employee prior to or at
        commencement of his employment.

5. Definitions.
   -----------

   (a)  "Change of Control."  For the purposes of this
         -----------------
        Agreement, a "Change of Control" shall be deemed to have
        taken place if: (i) a third party, including a "group"
        as defined in Section 13(d)(3) of the Securities
        Exchange Act of 1934, becomes the beneficial owner of
        shares of Monsanto having 25% or more of the total
        number of votes that may be cast for the election of


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        directors of Monsanto; or (ii) as the result of, or in
        connection with, any cash tender or exchange offer,
        merger or other business combination, sale of assets or
        contested election, or any combination of the foregoing
        transactions (a "Transaction"), (A) the persons who
        were directors of Monsanto before the Transaction shall
        cease to constitute a majority of the Board of
        Directors of Monsanto or any successor to Monsanto, or
        (B) there is the sale, exchange or other disposition of
        all or substantially all of Monsanto's assets to a
        third party.

   (b)  The "Effective Date of this Agreement" shall be the
        -------------------------------------
        date on which a Change of Control occurs.

   (c)  "Termination of Employment" shall occur:
         -------------------------

        1.   if Monsanto, within three years after a Change of
             Control, terminates the Executive's employment
             with Monsanto other than:

             (i)   for Justifiable Cause; or

            (ii)   as a consequence of his death, Total and
                   Permanent Disability (as determined under the
                   Monsanto Salaried Employees' Disability
                   Income Plan) or his retirement at or after
                   his Normal Retirement Date;

        2.   if the Executive resigns as an employee of
             Monsanto for Good Reason within three years after
             a Change of Control.


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   (d)  "Justifiable Cause." Monsanto shall have Justifiable
         -----------------
        Cause to terminate the Executive's employment hereunder
        upon the Executive's:

        1.   willful and continued failure to perform his usual
             duties or to work full-time for Monsanto (other
             than any such failure resulting from the Execu-
             tive's incapacity due to physical or mental
             illness);

        2.   willful engagement in conduct that is materially
             injurious to Monsanto;

        3.   willful engagement in actions that result in or
             are intended to result in the illegal personal
             enrichment of the Executive at the expense of
             Monsanto;

        4.   embezzlement of funds or misappropriation of other
             property;

        5.   engaging in acts of dishonesty or common law fraud
             in connection with his employment; or

        6.   commission of a felony.

        For purposes of this subsection, no act or failure to
        act on the part of the Executive shall be considered
        "willful" unless such act or omission was not in good
        faith and without reasonable belief that his action or
        omission was in the best interests of Monsanto.

        The employment of the Executive shall in no event be
        considered to have been terminated by Monsanto for


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        Justifiable Cause if termination of his employment took
        place:

        1.   as the result of bad judgment or negligence on the
             part of the Executive;

        2.   as the result of an act or omission without intent
             of gaining therefrom directly or indirectly a
             profit to which the Executive was not legally
             entitled;

        3.   because of an act or omission believed by the
             Executive in good faith to have been in or not
             opposed to the interests of Monsanto;

        4.   because of any act or omission in respect of which
             a determination could properly be made that the
             Executive met the applicable standard of conduct
             prescribed for indemnification or reimbursement or
             payment of expenses under either the Bylaws of
             Monsanto or the laws of the State of Delaware or
             the directors' and officers' liability insurance
             of Monsanto, in each case as in effect at the time
             of such act or omission;

        5.   as the result of an act or omission which occurred
             more than twelve calendar months prior to the
             notification of the Executive of his Termination
             of Employment for such act or omission unless the
             commission of such act or such omission could not
             at the time of such commission or omission have
             been known to either a member of the Board of
             Directors (other than the Executive, if he is then
             a member of the Board of Directors) or the Execu-


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             tive's immediate superior, in which case more than
             twelve calendar months from the date that the
             commission of such act or such omission was or
             could reasonably have been so known; or

        6.   as the result of a continuing course of action
             which commenced and was or could reasonably have
             been known to a member of the Board of Directors
             (other than the Executive if he is then a member
             of the Board of Directors) or the Executive's
             immediate superior more than twelve calendar
             months prior to notice having been given to the
             Executive of his Termination of Employment.

   (e)  "Good Reason." Resignation by the Executive as an
         -----------
        employee for "Good Reason" shall mean the resignation
        of the Executive as an employee within three years
        following a Change of Control after:

        1.   a good faith determination by the Executive that
             his duties, status or responsibilities have been
             diminished or that he has been assigned duties
             inconsistent with his duties with Monsanto prior
             to the Change of Control;

        2.   a removal or the Executive from office (if the
             Executive is an officer of Monsanto) or any
             failure to reelect the Executive to office;

        3.   any reduction in the Executive's base salary;

        4.   any failure by Monsanto to continue any Incentive
             Compensation Plans in which the Executive was
             entitled to participate in at the time the Change


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             of Control occurred or to provide comparable
             successor Incentive Compensation Plans should
             amendment of existing Incentive Compensation Plans
             become necessary or advisable or any failure by
             Monsanto to continue the Executive in any
             Incentive Compensation Plan on at least the same
             basis as he was entitled to participate
             immediately before the Change of Control;

        5.   the failure by Monsanto to continue in effect and
             make contributions to, or fund, any Pension Plan
             (except for the Monsanto Company Payroll Related
             Employee Stock Ownership Plan), Excess Benefit
             Plan or Employee Welfare Plan (except for the
             Monsanto Employee Stock Purchase Plan), in which
             the Executive is participating at the time of a
             Change of Control of Monsanto (or plans providing
             him with substantially similar benefits), the
             taking or any action by Monsanto which would
             adversely affect his participation in or
             materially reduce his benefits under any of such
             plans or deprive him of any material perquisites
             or fringe benefit enjoyed by him at the time of
             the Change of Control, or the failure by Monsanto
             to provide him with the number of paid vacation
             days to which he is then entitled in accordance
             with Monsanto's normal vacation policy in effect
             on the date hereof;

        6.   the failure by Monsanto to continue in effect or
             honor the provisions of any SERP which covers the
             Executive;


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        7.   any relocation of the Executive's principal place
             of employment more than fifty (50) miles from the
             Executive's location immediately before the Change
             of Control unless Executive is on international
             assignment at the time of the Change of Control
             and the relocation is a result of Executive's
             being repatriated pursuant to the terms of his
             international assignment agreement; or

        8.   the failure by Monsanto to obtain the assumption
             of the performance of this Agreement by any
             successor.

   (f)  "Normal Retirement Date" shall mean the first day of
         ----------------------
        the month following the month in which the executive
        attains age 65.

   (g)  "Monsanto." Where appropriate, all references to
         --------
        "Monsanto" shall also refer to any Monsanto subsidiary
        or affiliate, and to any successor, whether such
        succession results from a merger consolidation,
        liquidation, purchase of securities, acquisition of
        assets or otherwise.

   (h)  "Successor Plans."  Where appropriate, all references
         ---------------
        to a Monsanto Pension, Employee Welfare Benefit,
        Incentive Compensation Plan or other plans shall
        include any successor plan adopted by Monsanto or any
        successor.

   (i)  "Pension Plan," "Employee Welfare Plan," "Excess
         -----------------------------------------------
        Benefit Plan," and "ERISA."  As used herein, the terms
        -------------------------
        "Pension Plan," "Employee Welfare Plan" and "Excess
        Benefit Plan," shall have the same meanings as they do


<PAGE> 18

                                    -18-

        in Section 3 of Title I of the Employee Retirement
        Income Security Act of 1974, as amended ("ERISA").

6. General.
   -------
   (a)  Indemnification.  If litigation shall be brought to
        ---------------
        enforce or interpret any provision contained herein,
        Monsanto, to the extent permitted by applicable law and
        Monsanto's Articles of Incorporation and Bylaws, hereby
        indemnifies the Executive for his reasonable attorneys'
        fees and disbursements incurred in such litigation, and
        hereby agrees to pay prejudgment interest on any money
        judgment obtained by the Executive calculated at the
        Citibank, N.A. prime interest rate in effect from time
        to time from the date that payment(s) to him should
        have been made to him under this Agreement.

   (b)  Expenses.
        --------
        (i)  If the Executive incurs (A) legal or other fees
             and expenses in an effort to establish entitlement
             to benefits under this Agreement, regardless of
             whether the Executive ultimately prevails, or (B)
             legal, accounting and other fees and expenses in
             connection with the retention of counsel and other
             experts and consultants as requested by Monsanto
             pursuant to Subsection 3(b)(iv) above, Monsanto
             shall reimburse him for such fees and expenses.
             To the extent such fees and expenses may be
             covered, and be reimbursable, under Monsanto's
             officers' and directors' insurance policies, the
             Executive shall, following payment of such fees
             and expenses by Monsanto, reasonably cooperate
             with Monsanto in obtaining reimbursement of such


<PAGE> 19

                                    -19-

             fees and expenses pursuant to such policies, and
             any amounts so recovered shall be paid to
             Monsanto.

       (ii)  Reimbursement of fees and expenses described in
             Subsection 6(b)(i), above, shall be made monthly
             during the course of any action upon the written
             submission of a request for reimbursement together
             with proof that the fees and expenses were
             incurred.

   (c)  Payment Obligations Absolute.  Monsanto's obligation to
        ----------------------------
        make the payments and arrangements provided herein
        shall be absolute and unconditional and shall not be
        affected by any circumstances, including, without
        limitation, any set-off, counterclaim, recoupment,
        defense or other right which Monsanto may have against
        him or anyone else.  All amounts payable by Monsanto
        hereunder shall be paid without notice or demand.  Each
        and every payment made hereunder by Monsanto shall be
        final and Monsanto shall not seek to recover all or any
        part of such payment from the Executive or from
        whosoever may be entitled thereto, for any reason
        whatsoever.  The Executive shall not be obligated to
        seek other employment in mitigation of the
        post-employment amounts payable or arrangements made
        under any provision of this Agreement, and the
        obtaining of any post-termination employment shall in
        no event effect any reduction of Monsanto's obligations
        to make the post-employment payments and arrangements
        required to be made under this Agreement.

   (d)  Withholding.  Monsanto shall withhold all amounts
        -----------
        required by law to be withheld from any payments made


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                                    -20-

        pursuant to this agreement, including any or all
        amounts required to be withheld by the Code or by the
        Federal Insurance Contributions Act, any applicable
        state or foreign country's income tax act, and any
        applicable city, county or municipality's earnings or
        income tax act.

   (e)  Successors.  This Agreement shall be binding upon and
        ----------
        inure to the benefit of the Executive and his estate,
        and Monsanto and any successor, direct or indirect, of
        Monsanto, whether such succession results from a
        merger, consolidation, liquidation, purchase of
        securities, acquisition of assets or otherwise.

   (f)  Limitations on Payments.  The interests of the
        -----------------------
        Executive are not subject to the claims of his
        creditors and may not be voluntarily or involuntarily
        sold, transferred, alienated, assigned, pledged,
        anticipated, or encumbered.  Any attempt by the
        Executive or any other person or entity to sell,
        transfer, alienate, assign, pledge, anticipate,
        encumber, charge or otherwise dispose of any right to
        benefits payable under this Agreement shall be void.

   (g)  Severability.  Any section in this Agreement which is
        ------------
        prohibited or unenforceable in any jurisdiction shall,
        as to such jurisdiction, be ineffective only to the
        extent of such prohibition or unenforceability without
        invalidating or affecting the remaining sections
        hereof, and any such prohibition or unenforceability in
        any jurisdiction shall not invalidate or render
        unenforceable such section in any other jurisdiction.
        Any section or part of a section so declared to be
        unlawful or invalid shall be construed in a manner


<PAGE> 21

                                    -21-

        which will give effect to the terms of such section or
        part of a section to the fullest extent possible while
        remaining lawful and valid.

   (h)  Controlling Law.  This Agreement shall in all respects
        ---------------
        be governed by, and construed in accordance with, the
        laws of the State of Delaware.

   (i)  Headings and Titles.  Section headings and titles are
        -------------------
        for reference only.  In the event of a conflict between
        a title and the content of a section, the content of
        the section shall control.

   (j)  No Employment Guarantee.  This Agreement shall not be
        -----------------------
        deemed to entitle the Executive to continued employment
        with Monsanto, and the rights of Monsanto to terminate
        the employment of the Executive shall continue as fully
        as if this Agreement were not in effect, provided that
        after a Change of Control, any Termination of
        Employment shall entitle the Executive to the benefits
        provided in Section 3 above.

   (k)  Assignment.  Except as may be specifically provided by
        ----------
        operation of law, this Agreement may not be assigned by
        any party hereto without the prior written consent of
        the other party.

   (l)  Amendment and Waiver.  This Agreement shall not be
        --------------------
        altered, amended or modified except by written instru-
        ment executed by the Company and Employee.  A waiver of
        any term, covenant, agreement or condition contained in
        this Agreement shall not be deemed a waiver of any
        other term, covenant, agreement or condition, and any
        waiver of any default in any such term, covenant,


<PAGE> 22

                                    -22-

        agreement or condition shall not be deemed a waiver of
        any later default thereof or of any other term,
        covenant, agreement or condition.

   (m)  Notices.  All notices required by this Agreement shall
        -------
        be in writing and delivered by hand or by first class
        registered or certified mail, postage prepaid, and
        addressed as follows:

        If to Monsanto:            Monsanto Company
                                   800 North Lindbergh Blvd.
                                   St. Louis, MO 63167
                                   Attention: General Counsel

        If to the Executive:       Hendrik A. Verfaillie
                                   14308 Strawbridge Ct.
                                   Chesterfield, MO  63017

        Either party may from time to time designate a new
        address by notice given in accordance with this
        Section.

   (n)  Termination.  This Agreement shall terminate if the
        -----------
        Board determines that the Executive is no longer a key
        executive and so notifies the Executive in writing
        prior to a Change of Control; except that such
        determination shall not be made, and if made, shall
        have no effect, during any period of time when Monsanto
        has knowledge that any third party has taken steps
        reasonably calculated to effect a Change of Control
        until, in the opinion of the Board, the third party has
        abandoned or terminated his efforts to effect a Change
        of Control.



<PAGE> 23

                                    -23-


IN WITNESS WHEREOF, the parties have executed this Agreement on
the   5th   day of     July     1988.
    -------        ------------
                                   MONSANTO COMPANY


                                   By /s/ Richard J. Mahoney
                                      ---------------------------
                                        Richard J. Mahoney
                                        Chairman of the Board and
                                        Chief Executive Officer


/s/ Cynthia Tisher                 /s/ H.A. Verfaillie
------------------------------     ------------------------------
   Witness                              Executive




<PAGE> 24

                                    -24-


SCHEDULE 3
----------

Gross-up Formula

Any payment made pursuant to Section 3(b) of the Agreement (a
"Gross-up Payment") shall be calculated as follows:

A. The Gross-up Payment shall be the product of (i) the amount
   of the Excise Taxes, any interest, fines, penalties,
   expenses, and other costs relating to Excise Taxes incurred
   by the Executive times (ii) a fraction the numerator of
   which is 1, and the denominator of which is 1 minus the
   combined total rates expressed as a fraction, determined in
   accordance with paragraph B hereof, of all federal, state,
   local and other income and other taxes and any Excise Taxes
   applicable to such Gross-up Payment.  In the event that
   different rates of tax are applicable to any portion of a
   Gross-up Payment, the denominator of the fraction set forth
   in clause (ii) above shall be 1 minus the combined total of
   the weighted average rates expressed as a fraction,
   determined in accordance with paragraph B hereof, of all
   federal, state, local and other income and other taxes and
   any Excise Taxes applicable to such Gross-up Payment.

B. For purposes of determining the denominator of the fraction
   set forth in clause (ii) of paragraph A hereof, the rates of
   federal, state, local and other income and other taxes and
   Excise Taxes shall be the lesser of the actual rates of such
   taxes (giving effect to the Executive's net effective tax
   rates determined net of the benefit of any tax deduction or
   tax credit) or the rates set forth in the table below.



<PAGE> 25

                                    -25-


<TABLE>
<CAPTION>
        Tax                                 Rate
        ---                                 ----
<S>                        <C>
Federal Income Tax         The highest marginal federal income
                           tax rate in effect for the applicable
                           year, including the effective rate
                           resulting from Code Section l(g)
                           (relating to the phaseout of the 15
                           percent rate and personal exemptions
                           and any surcharge),  ("Federal Income
                           Tax Rate")

State & Local Income Tax   Actual Rate x (100 minus the Federal
                           Income Tax Rate)

Excise Tax                 20% (or if Section 4999 of the Code
                           is amended, the excise tax rate in
                           effect after the amendment)

All Other Taxes            Actual Net Tax Rate
</TABLE>


<PAGE> 26



                EXECUTIVE TERMINATION OF EMPLOYMENT
                -----------------------------------
                           ELECTION FORM
                           -------------

In the event that I Terminate Employment with Monsanto Company
("Monsanto") following a Change of Control of Monsanto, I
hereby elect to receive the actuarially commuted value of my
Supplemental Pension and Pension Parity Plan benefits, and any
amounts deferred under the Bonus Deferral Plan (including the
actuarially commuted value of any amounts accrued under the
Supplemental Pension Plan) in a single sum as soon as
practicable after I Terminate Employment.  I acknowledge and
agree that once this election is filed with the Management
Liaison Officer to the Executive Compensation and Development
Committee ("ECDC") of Monsanto's Board of Directors, it shall
be binding and irrevocable except that if there is a Change of
Control of Monsanto, I will have an opportunity to make a
second written election within 30 days of the Change of
Control to receive my Supplemental Pension in the form of
monthly payments and my Pension Plan and Supplemental Pension
Plan benefits and any deferred bonus payments as otherwise
permitted under those plans.

As used herein the terms "Supplemental Pension" and "Terminate
Employment" have the same meanings as they do in my
Supplemental Executive Retirement Plan ("SERP") contract dated
June 27, 1988.  The term "Change of Control" has the same
meaning as it does in my Key Executive Employment Agreement.

Date:     5-7-1988                         /s/ Hendrik A. Verfaillie
      ----------------                     -----------------------------
                                           Hendrik A. Verfaillie


After signature, return to Mr. R. L. Berra, Management Liaison
Officer to the ECDC, c/o R. N. Abercrombie, Mail Zone B2NA.