Document 2qJKLQYKrv9wez3a6DVmq5GoL

EXECUTION COPY AMENDMENT TO DISTRIBUTION AGREEMENT THIS AMENDMENT TO DISTRIBUTION AGR SIT, dated as ofJuly 1, 2002 (this "Amendment"!, is made and entered into by and among Pharmacia Corporation, a Delaware corporation, Solutia Inc., a Delaware corporation ("SphitjaVX. and Monsanto Company, a Delaware corporation. WITNESSETH: WHEREAS, Former Monsanto (as defined below) and Solatia are parties to that certain DistributionAgreemen^tiated asofSqptembcr 1,1997 (toe 'Distribution Agreement"!, which was entered into in connection with the distribution oftoe common stock ofSolutia to the stockholders ofFormer Monsanto (the "Solutia Distribution"}: WHEREAS, pursuant to the Distribution Agreement among other tilings. Former Monsanto assigned and transferred the Chemical Assets (as defined in the Distribution Agreement) to Solutia and Solutia assumed all ofthe Chemical liabilities (as defined in toe Distribution Agreement) ofFormer Monsanto; WHEREAS, pursuant to that certain Agreement and Flan ofMerger, dated as of December 19,1999 (toe -Merger Agreement**!- by and among toe former Monsanto Company (which is the Delaware corporation identified in toe introductory paragraph offins Amendment as "Pharmacia Corporation" and which is referred to herein as either "Former Monsanto" or "Pharmacia." as toe context requires), MP Sub, Incorporated ("Merger Sub1**) and Pharmacia & Upjohn, Inc. ("PNU"). the parties agreed that Merger Sub would be merged with and into PNU with PNU surviving as a wholly owned subsidiary ofFormer Monsanto in the merger (toe "Merge!"); WHEREAS, on February 9,2000, the new Monsanto Company (which is the Delaware corporation identified in the introductory paragraph offins Amendment as "Monsanto Company" ami which is referred to herein as "Now Monsanto'*) was incorporated as a wholly owned subsidiary ofFormer Monsanto under the name ^Monsanto Ag Company;** WHEREAS, on March 31,2000, (i) fire Mergerwas effective, (ii) Former Monsanto changed its name from "Monsanto Company" to "Pharmacia Corporation," and (iii) New Monsanto changed its name from 'Monsanto Ag Company" to "Monsanto Company," WHEREAS, on September 1,2000, New Monsanto and Pharmacia entered into certain agreements, including that certain Separation Agreement, dated as of September 1,2000 chi awnjvc DSW 671062 STLCOPCB4044017 (the "Separation Agreement"), pursuant to which, among other things, Pharmacia assigned and transferred certain assets related to its chemicals and agricultural businesses and certain other assets to New Monsanto and New Monsanto assumed certain liabilities relating thereto and all liabilities that were assumed by Solutia or any of its subsidiaries in connection with tire Solatia Distribution to the extent that Solutia fails to pay, perform or discharge such liabilities; "WHEREAS, on or about October 23,2000, New Monsanto completed an initial public offering ofits common stock in which NewMonsanto sold approximately 15% ofits issued aod outstanding shares of common stock to the public; WHEREAS, Pharmacia currently owns approximately 84% ofthe issued and outstanding shares ofcommon stock ofNew Monsanto; WHEREAS, Pharmacia has announced its intention to distribute its entire ownership interest in New Monsanto to the stockholders ofPharmacia or could take some other action that win result in Pharmacia no longer controlling New Monsanto (a "Possible Disposition"): and WHEREAS, in light ofthe Possible Disposition, the parties hereto desire to enter into this Amendment in order to effectuate the assignment to New Monsanto ofcertain assets and liabilities contemplated pursuant to the Separation Agreement (including the Distribution Agreement) and preserve the relationship among the parties as nearly as possible with the original intent and puiposo ofthe Distribution Agreement NOW, THEREFORE, in consideration ofthe premises and the mutual covenants herein contained and intending to be legally bound hereby, the parties hereto agree as follows; Section 1. Each capitalized tom used in this Amendment and not otherwise defined herein shall have the meaning ascribed thereto in the Distribution Agreement Section 2. The parties hereto hereby agree that effective as ofthe date ofthis Amendment the Distribution Agreement is hereby amended m accordance with tire requirements of Section 10.06 thereofas follows; (a) New Monsanto shall be deemed to be and shall be for all purposes a party to the Distribution Agreement as amended hereby. (b) All references to "party" or "parties'* in the Distribution Agreement shall include New Monsanto and all such references to "party" or "parties'' in the Distribution Agreement shall be read and construed in the context that New Monsanto is a party to the Distribution Agreement (e.g. "both parties" shall be deemed to mean and shall be read as "all parties"). (c) Subsection 63 of Section 1.01 offoe Distribution Agreement is hereby emended to read in its entirety as follows: "63. MONSANTO GROUP: Collectively, (i) Pharmacia Corporation, a Delaware corporation ("Pharmacia"), and its CHI U*373Sy6 DSW 671063 STLCOPCB4044018 1. ZVUZ uujrm Subsidiaries ofwhich Pharmacia directly owns 100% ofthe stock or other equity interests entitled to vote on the election ofmembers to the board ofdirectors or similar governing body, other than members of the Chemical Group, and (ti) Monsanto Company, a Delaware corporation incorporated February9,2000 ("New Monsanto"), and its Subsidiaries ofwhich New Monsanto directly owns 100% ofthe stock or other equity interest entitled to vote on the election ofmembers to the board ofdirectors or similar governing "body." (d) (i) The term "Monsanto" solely as used in Sections 4.03(aXi), 4.03(b), 4.03(e), 5.01(c), 5.09,6.01,6,06,6.07 and 7.02(a) shall mean: ``Pharmacia and New Monsanto" or "Pharmacia or New Monsanto," as the context shall require. Without limiting the generality of the foregoing, but for purposes ofexample, with respect to those Sections specified in the preceding sentence 'Monsanto" shall mean "Pharmacia and New Monsanto" in those contexts where "Monsanto" has a commitment, duty, liability or obligation and shall mean "Pharmacia or New Monsanto" in those contexts where `Monsanto" has a right or interest or where Chemicals, Chemicals Group or any oftheir respective Affiliates, Representatives or agents has a commitment, duty, liability or obligation. ___ --------- ~ (ii) For purposes ofclarity, the term "Monsanto" solely as used in Articles I, H, m, vni and IX and Sections 4,03(aXii), 4,03(a)(iii), 5.010)), 5.01(d), S.01(e% 5.03,5.04, 5.05,5.10,10.01,10.03 and 10.12 shall not be affected by this Section 2(d) (Le. shall continue to refer exclusively to Former Monsanto (now Phaxroaoia)). (ux). Nothing in this Section 2(d) is intended to limit or otherwise affect the provisions ofSections 2(a) or (b) ofthis Amendment. (c) Section 10.05 ofthe Distribution Agreement is hereby amended to read in its entirety as follows: "10.05 Notices. All notices, requests, claims, demands and other communications hereunder (collectively, "Notices") shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by cable, telegram, facsimile, electronic mail or other standard form of telecommunications (provided confirmation is delivered to the recipient the next Business day in the case offacsimile, electronic mail or other standard farm oftelecomsnmicstiohs) or by registered or certified mail, postage prepaid, return receipt requested, addressed as follows: . Ifto Pharmacia: Christopher Coughlin Executive Vice President and CFO Pharmacia Corporation 100 Route 206 Neath Pcapack, New Jersey 07977 CHI 2*C13iri 3 DSW 671064 STLCOPCB4044019 Telephone: 908-901-8826 Facsimile: 908-901-0000 CHl M437SJ* DSW 671065 STLCOPCB4044020 UL. I * AVVi l ................. with a copy to; General Counsel Pharmacia Corporation 100 Roots 206North Peapack, Now Jersey 07977 Telephone: 908-901-8810 Facsimile: 908-901-1810 Ifto Chemicals: President Sohidalhc. P.O. Boat 66760 St Louis, MO 166-6760 Telephone; 314-674-2210 Facsimile: 314-674-8425 with a copy to: General Counsel Solutialhc. P.O.Box66760 ------- St Louis, MO 63166-6760 Telephone: 314-674-3586 Facsimile: 314-674-2721 Ifto New Monsanto: Terrell K. Crews Exeeiitive Vice President and CFO 800 North Lindbergh Blvd. St Louis, Missouri 167 Telephone: 314-694-3770 Facsimile: 314-694-4772 with a copy to; ' Charles W. Burson Executive Vice President, Secretary and General Counsel 800North Lindbergh Blvd. St Lams, Missouri 63167 Telephone: 314-694-8418 Facsimile: 314-694-6399 or to such other address as any party hereto may have furnished to the other parties by a notice in writing in accordance wife this Section 10.05" (f) Section 10.07 ofthe Distribution Agreement is hereby amended by inserting the following sentence immediately after tire first sentence of Section 10.07: - "Notwithstanding the immediately preceding sentence, (i) Pharmacia may assign this Agreement and any ofits rights, interests and obligations hereunder without the consent ofany other party hereto, provided that Pharmacia shall continue to be CHI 2443735*4 ,, 5 DSW 671066 STLCOPCB4044021 and remain primarily liable for all ofits obligations under this Agreement, and (ii) New Monsanto may assign this Agreement end any ofits rights, interests and obligations hereunder without the consent ofany other party hereto to any Person who is a successor to New Monsanto (by way ofmerger, consolidation or otherwise) or who assumes all ofNew Monsanto's obligations under that certain Separation Agreement, dated September 1,2000, by end between Phanhacia and New Monsanto in accordance with the terms thereof provided that New Monsanto shall continue to be and remain primarily liable for ail ofits obligations under this Agreement* Section 3. Pharmacia agrees to execute and deliver to New Monsanto contemporaneously herewith, the Power ofAttorney attached hereto as Exhibit A (the "Monsanto Power ofAttorney"), Section 4. New Monsanto hereby acknowledges and accepts the appointment as Fhannacia's agent and attorney aa provided in the Monsanto Power of Attorney and agrees to undertake and perform in a commercially reasonable manner on behalf ofPharmacia and in Pharmacia's name, place and stead, all ofPharmacia's commitments, duties, liabilities and obligations under the Distribution Agreement and to use its commercially reasonable efforts to fully enforce all ofFhannacia's rights, interests and remedies under he Distribution Agreement, in each case with foe same duty of care and prudence that its applies to the management ofNew Monsanto's own affairs, in accordance with the terms ofthis Amendment and foe Monsanto Power ofAttorney. Section 5. Solutia hereby acknowledges and consents to Pharmacia's appointment ofNew Monsanto as Pharmacia's agent and attorney as provided in foe Monsanto Power ofAttorney for all purposes under foe Distribution Agreement Notwithstanding foe foregoing, Pharmacia shall continue to be and remain primarily liable for all ofits commitments, duties, liabilities and obligations wider foe Distribution Agreement Section 6. New Monsanto agrees to execute and deliver to Solatia contemporaneously herewith, the Power ofAttorney attached hereto as Exhibit B (foe "Solatia Power ofAttorney"!. Section 7. Solatia hereby acknowledges and accepts foe appointment as New Monsanto's agent and attorney as provided in foe Solutia Power ofAttorney. Section 8. Provided that Pharmacia shall continue to bo and remain primarily liable for all ofits obligations under foe Assigned Agreements, Solutia hereby consents and agrees to foe assignment by any Person in the Monsanto Group or any oftheir respective Subsidiaries (each, an "Assignor*1) to New Monsanto of any and all contracts, lcasos, licenses, agreements or other instruments by, between or among any Assignor and any Person in the Chemicals Groups or any oftheir respective Subsidiaries (the "Assigned Agreements"!, excluding only those contracts, leases, licenses, agreements and other instruments set forth in FSrhihit f? attached hereto. In addition, Solutia hereby consents and agrees to foe further CHI ZM373JV& DSW 671067 STLCOPCB4044022 JUL. J. /uuz nv* # assignment (and any subsequent assignment) of any Assigned Agreement to each and every subsequent New Monsanto Successor (as defined below), provided that New Monsanto and Pharmacia shall continue to be and remain primarily liable for all ofits obligations under the Assigned Agreements. Furthermore, to Ore extent that any Assigned Agreement contains any provision requiring the consent or approval of Solutia to any change ofcontrol or ownership of the other party to the Assigned Agreement (or such party's successor or assign), Solutia hereby irrevocably grants such consent or approval for any such change ofcontrol or ownership, including in connection with the Possible Disposition or otherwise. For purposes ofthis Amendment, `*Nfew Monsanto Successor** means any Person who is a successorto New Monsanto (by way ofmerger, consolidation or otherwise) or who assumes all ofNew Monsanto's obligations under the Separation Agreement Phaanaoia and New Monsanto each hereby consents and agrees to the assignment (and any subsequent assignment) ofany Assigned Agreement by Solutia to any Person who is a successor to Solatia (byway ofmerger, consolidation or otherwise) or who assumes all ofSolutia'fi obligations under foe Distribution Agreement, as amended by this Amendment to Distribution Agreement, provided that Solutia Bfrgii mnrimiB to be and remain primarily liable for all ofits obligations under the Assigned Agreements. Section 9. Nothing in tire Distribution Agreement, as amended by this Amendment, and no action taken by foe parties pursuant to the Distribution Agreement, as amended by this Amendment, shall constitute, or be deemed to constitute, any of foe parties to be a partnership, association, joint venture or other co-operative entity, Section 10. Except as expressly modified and amended hereby, foe Distribution Agreement shall continue to be and shall remain in full force and effect in accordance with its tennis. Section 11. Except as otherwise agreed to by any parties hereto, each party hereto will pay all costs and expenses incident to its negotiation and preparation ofthis Amendment, including the foes, expenses and disbursement ofits counsel. Section 12. This Amendment shall be governed by and construed in accordance with the laws ofdie State ofDelaware (other than foe laws regarding choice oflaws and ftrmfTicte of laws) as to all matters, including matters ofvalidity, construction, effect. ... performance and remedies, Section 13. This Amendment may be amended, modified or supplemented only by a written agreement signed by all offoe parties hereto. Section 14. This Amendment and all ofthe provisions hereof shall be binding upon and inure to foe benefit ofthe parties hereto and their successors and permitted assigns. Pharmacia may assign this Amendment and any ofits rights, interests and obligations hereunder without the consent of any other party hereto, provided that Phannaria shall continue to be and remain primarily liable for all of its obligations under tins Amendment New Monsanto may assign this Amendment and any ofits rights, interests and obligations hereunder without tire consent ofany other party hereto to any New Monsanto Successor; provided, however, that any such successor or assignee shall be required to execute and deliver a power of attorney CHI JW731v6 7 DSW 671068 STLCOPCB4044023 substantially identical to the Monsanto Power of Attorney or Solatia Power ofAttorney, as the case may be, and; provided further, that New Monsanto and Pharmacia shall continue to be and remain primarily liable for all of its obligations under this Amendment Solutm may assign this Amendment and any ofits rights, interests and obligations hereunder without the consent of any other party hereto, provided that Solutia shall continue to be and remain primarily liable for all of its obligations undear this Amendment Section IS. Each offoe parties hereto agrees to use its reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by and foe intent and purposes ofthis Amendment, including, without limitation, foe provisions of Section 7 and Section 13, Section 16. This Amendment maybe executed in two or more counterparts, each ofwhich shall be deemed an original, but all ofwhich together shall constitute one and foe same instrument Section 17. Any provision ofthis Amendment which is prohibited or unmforceable in anyjurisdiction sha!4 as tonuchjurisdiction, be ineffective to the extent ofsuch prohibition or unenforceability without invalidating the remaining provisions hereof Any such prohibition or uncnforccability in anyjurisdiction shall not invalidate or render unenforceable such provision in any otherjurisdiction. Each party acknowledges that money damages would be an inadequate remedy for any breach ofthe provisions ofthis Amendment and agrees that the obligations offoe parties hereunder shall be specifically enforceable. [SIGNATURE PAGE IS NEXT PAGE] CHI *4-073S-6 . 8 DSW 671069 STLCOPCB4044024 JUL \. 2002 12:24PM ____ @002 10. 2259 P. 23 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as ofthe date first above written. PHARMACIA CORPORATION, a Delaware corporation By: Name: Ri'obftj-cL T- OotffUL Title: p & <Jmua*JL Oa^uX^. SOLUTIA INC., a Delaware corporation By: Name Tide: MONSANTO COMPANY, a Delaware corporation By: Name; Title: cam :mo73Jvh 9 DSW 671070 STLCOPCB4044025 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as ofthe date first above 'written. PHARMACIA CORPORATION, a Delaware corporation Name: Title: SOLUT1A INC., a Delaware corporation By., sc Name Robert A. Clausen Title: Sr VP and Chief Financial Officer MONSANTO COMPANY, a Delaware corporation By. Name: Title: cm vutmsvi DSW 671071 STLCOPCB4044026 07-11-2002 13:06 Froa-LMHE2NE +314-894-2684 T-468 P.006/008 F-502 IN WITNESS WHEREOF, the panics hereto have caused this Amendment to be executed as ofthe date first above written. PHARMACIA CORPORATION, a Delaware corporation Name: Title: SOLUTIA INC., a Delaware corporation By: Name Title: MONSANTO COMPANY, a Delaware corporation Name: Hefcd rHr'AT'Verfat 1 lie Title: Charirtnan.i'and Chief EE; xecutive Offt CHI M437JJvS 9 DSW 671072 STLCOPCB4044027 EXHIBIT A PHARMACIA CORPORATION POWER OF ATTORNEY: DISTRIBUTION AGREEMENT KNOW ALL MEN BY THESE PRESENTS: 1. Subject to paragraph 7 below: a. That Pharmacia Corporation, a corporation organized and coasting under the laws ofdie State ofDelaware ("Pharmacia"). has made, constituted and appointed and by these presents does make, constitute and appoint, Monsanto Company, a corporation organized ' ' - >"), its true and lawful agent and attorney, for Pharmacia and in Pharmacia's name, place and stead, for all purposes with respect to Pharmacxa's rights, duties and obligations under the Distribution Agreement, dated as ofSeptember i, 1997, between Pharmacia and Solatia Inc., as amended by that Amendment to Distribution Agreement of even date herewith among Pharmacia, Solatia and New Monsanto (oollectively, the "Distribution Agreement"): and its attorney shall have foil power and authorization to take all action with respect to the Distribution Agreement as Pharmacia can take and which said attorney, acting through its officers ocr their delegates, who in each case, acting alone, in his or her sole discretion, think best; hereby giving and granting to Pharmacists said attorney foil power and authority to do and perform all and every act and thing whatsoever necessary to be done in the premises as folly to all intents and purposes as Pharmacia might or could do, hereby ratifying and confirming all that its said attorney may do pursuant to this power. b. Pharmacia hereby gives and grants to its said attorney from and after the date hereof foil power and authority to do and perform all and every act and filing whatsoever necessary to be done in the premises, in order folly to cany out and effectuate file authority herein granted, as folly to all intents and purposes as Pharmacia might or could do if acting through its own officers or delegates, and Pharmacia hereby ratifies and confirms all that its said attorney may do pursuant to tins power. c. Pharmacia hereby acknowledges that this power is coupled with an interest and hereby directs that, to the extent authorized or permitted by applicable law, fins power ofattomqy shall not be affected by any merger, reverse merger, consolidation orPossible Disposition or other change in ownership ofPhaimacia or New Monsanto. It is Phannacia's intent that the authority conferred hereby shall be exercisable notwithstanding such corporate changes and that this power ofattorney shall, ifpermitted by applicable law or applicable contract, be irrevocable, In file event applicable law in effect at or any time after file execution ofthis instrument does not authorize or permit the foregoing direction to be effective, and ifat CHI MUTUvfi DSW 671073 STLCOPCB4044028 JUL. 1.2002 12:25PM NU. TiW r. L5 any later date, applicable law changes (whether by amendment, court decision, or otherwise), then Pharmacia directs that the foregoing provisions shall thereafterbecome applicable. 2. Notwithstanding paragraph 6 below, all persons dealing with Pharmacia3s said attorney shall be protected in relying upon a copy ofthis instrument and shall be protected in relying upon the written certificate ofNew Monsanto as to tire identity and authority ofits officers and their delegates, and/or as to whether any ofthe persons authorized to act hereunder is unavailable so to act, so as to authorize some other person to act hereunder, and Pharmacia hereby declares that as against it and all persons claiming under it everything which its attorney shall do or cause to be done pursuant hereto shall be valid and effectual in favor ofany person claiming the benefit hereofwho at the time ofthe doing thereofshall have relied upon any such certification made by New Monsanto. Ifrequired by applicable law or ifNew Monsanto desires tor any reason to do so, an executed copy ofthis Power ofAttorney shall bo filed tor record with any Governmental Authority or such other place as required by law or where New Monsanto thinks best Pharmacia authorizes New Monsanto to make all such filings. 3. Pharmacia hereby further authorizes and empowers its said attorney to substitute and appoint in die place and stead ofits said attorney, or to employ agents or sub-agents as New Monsanto thinks best, one or more attorney ox attorneys to exorcise tor Pharmacia as its attorney or attorneys any and all ofthe powers and authorities hereby conferred; and to revoke such appointment or appointments from time to time, and to substitute or appoint any other or others in the place ofsuch attorney or attorneys as New Monsanto shall from time to time drink fit 4. All references in thiB document to "its attorney" or said Attorney" or **its true and lawful attorney." or similar designations shall refer to New Monsanto and each and every person to whom New Monsanto delegates such power and also to each and every substitute or successor attorney-in-fact appointed under die terms ofthis instrument as herein provided. . 5. All references in thiB document to **its attorney" or "its said attorney11 or "its true and lawful attorney." or similar designations shall refer not only to New Monsanto or its delegates but also to each and every substitute or successor attorney-in-fact appointed under the terms ofthis instrument as herein provided. 6. All references in this document to "Governmental Authority" shall mean any federal, state, local, foreign or international court, government department, commission, board, bureau, agency, the New York Stock Exchange, or other regulatory, administrative or governmental authority. 7. Notwithstanding the appointment by Pharmacia ofNew Monsanto as Pharmacia^ agent and attorney as provided in paragraph 1 above, Pharmacia and its said attorney agree as follows: a. Said attorney shall not take any action, or omit to take any action, pursuant to this instrument with respect to Phannacia'B rights, duties or obligations under Sections an luiTiM 2 ' DSW 671074 STLCOPCB4044029 4.03(a), 5.01(d), 5.01(e), 5.04,5.05 oar 5,10 or Article DC ofthe Distribution Agreement (the "Reserved Provision^*). except pursuant to the prior written instructions ofPharmacia. b. In the event that said attorney beheves that it is necessary, desirable or advisable that Pharmacia take any action under any ofthe Reserved Provisions, said attorney will notify Pharmacia thereof; provided, however, that said attorney shall have no responsibility or liability for any failuro to give any such notice to Pharmacia. ' o. Pharmacia Bhall provide said attorney with Biich written instructions as soon as reasonably practicable and said attorney shall have no responsibility or liability (i) for not acting on behalf ofPharmacia unless and until so instructed by Pharmacia and (ii) for acting on behalfofPharmacia in accordance with such written instructions. d. Pharmacia shall have the right, in its sole discretion, to revoke this Power ofAttorney, by delivering written notice to New Monsanto upon any breach by New Monsanto ofits Commitments, duties or obligations under any of(i)this Power ofAttorney, (ii) the Distribution Agreement, as amended by the Amendment to the Distribution Agreement, or (iii) the Separation Agreement, as amended foam time to time. 8. This instrument may be executed in any number ofcounterparts, and all of said counterparts shall constitute but one and tire same instrument. IN WITNESS WHEREOF, I have hereunto set my hand and seal thisday of;,2002. PHARMACIA CORPORATION ATTEST: By; Title; CUt 2+45735V6 :3 DSW 671075 STLCOPCB4044030 I IWL 4r * *" STATE OF COUNTY OF ) ) ) On this day of . 2002, before me the undersigned, a Notary Public, in and for the County and State aforesaid, personally appeared ................................. .............. . to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he/she executed die same as his/her free act and deed. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in . die day and year last above written. My Commission expires; Notary Public in and for said County and State cm :mnuv6 !4 ' DSW 671076 STLCOPCB4044031 EXHIBIT B MONSANTO COMPANY POWER OF ATTORNEY: LITIGATION/CLAIMS KNOW ALL MEN BY THESE PRESENTS: That from and after foe date hereoff*"Effective Date"!. Monsanto Company, a corporation organized and existing under the laws ofthe State ofDelaware f"New Monsanto") has made, constituted and appointed, and by these presents does mpke, constitute and appoint, Solutia Inc., a corporation organized and existing under the laws offire State ofDelaware ("Solufia"), its true and lawful agent and attorney, for New Monsanto and in New Monsanto's name, place and stead, for all purposes with respect to Third Party Claims as to which Solatia has agreed to indemnify New Monsanto, and such against Third Parties which continue to be held by New Monsanto intrust for Solutia, such Third Party Claims and claimq against Third Parties being collectively referred to herein as ``Claims**: and its attorney shall have hdl power and authorization to take all action with respect to such Claims as New Monsanto can take and which said attorney, acting through its officers or their delegates, who in each case, acting alone, in his or her sole discretion, think best, including without limitation, (i) to represent New Monsanto with respect to such Claims far so long as such Claims are unresolved; (ii) to appear in New Monsanto's name and to execute, deliver and file all pleadings, motions and other filfiiga, at trial, on appeal, or in a proceeding, through counsel retained by Solutia or by officers of Solutia or heir delegates, acting alone, or otherwise; (iii) to assent or waive any or all rights wife respect to such Claims; (iv) to engage in all phases ofdiscovery with respect to such Claims, fanlwrimg without limitation, to take depositions, defend depositions and propound or respond to other discover requests, such as interrogatories or requests for production ofdocuments; (v) to direct and accept service ofprocess with respect to such claims; (vi) to execute and deliver affidavits as may be necessary or desirable wife respect to such Claims; (vii) to agree to and to represent New Monsanto in alternative resolution proceedings, including arbitration or mediation ofClaims; (viii) to discuss or negotiate settlement agreements and releases with Third Parties with respect to such Claims on such terms and conditions as Solutia thinks best; (ix) to execute, deliver and if needed, tile any and all settlement agreements, releases and other agreements, documents and instruments as may be required and any and all modifications thereto; and (x) to obtain and post bonds pending appeal; hereby giving and granting to New Monsanto's said attorney full power and authority to do and perform all and every act and thing whatsoever necessary to be done in the premises as folly to all intents and purposes as New Monsanto might cor could do, hereby ratifying and confirming all that its said attorney may do pursuant to fins power. New Monsanto hereby gives and grants to its said attorney from and after the Effective Date, foil power and authority to dp and perform all and every act and thing whatsoever necessary to be done in the premises, in order folly to carry out and effectuate foe authority herein granted, as fully to all intents and purposes as New Monsanto might or could do if acting through its own officers or delegates, and New Monsanto hereby ratifies and confirms all that its said attorney may be pursuant to this power. CHI 43735v6 DSW 671077 STLCOPCB4044032 vlUL. I. 4VV4 \L. 40fW B. LLJ7 I 17 New Monsanto hereby farther authorizes and empowers its said attorney from and after Effective Date to substitute and appoint in the place and stead of its said attorney, or to employ agents or sub-agents as Solutia thinks best, one or mote attorney or attorneys to exercise for New Monsanto as its attorney or attorneys any or all ofdie powers and authorities hereby conferred; and to revoke such appointment or appointments from time to time, and to substitute or appoint any other or others in the place ofsuch attorney or attorneys as Solatia shall from time to time think fit. The tern `"Governmental Authority" when used herein means any federal, state, local, foreign or international court, government department, commission, board, bureau, agency, the New York Stock Exchange, or other regulatory, administrative or governmental authority. The term `"Third Party" when used hereby means any individual, partnership, joint venture, corporation, trust, limited liability company, unincorporated organization or a Governmental Authority or any department or agency thereofother than New Monsanto or Solutia and their respective wholly-owned direct or indirect subsidiaries. The term "Third Party Claims" when used herein means anv claim, suit arbitration, inquiry, proceeding or investigation by orbefore any court, any governmental or other regulatory or administrative agency or commission or any arbitration tribunal asserted by a Third Party. All references in this document to "its attorney" or "its said attorney" or "its true and lawful attorney." or similar designations shall refer to Solutia Inc. and each and every person to whom Solutia delegates such power and also to each and every substitute or successor attorney-in-fact appointed under the terms ofthis instrument as herein provided. All references in this documents to "its Ettaroev" or "its said attorney" or "its true and lawful attorney." or similar designations shall refer not onlyto Sohitia or its delegates but also to each and every substitute or successor attomey-in-fact appointed under the terms of tins instrument as herein provided. New Monsanto hereby acknowledges that this power is coupled with an interest and hereby directs that, to the extent authorized or permitted by applicable law, tills power or attorney shall not be affected by any merger, reverse merger, split offr spin or consolidation of v New Monsanto or Solutia. It is New Monsanto'B intent that the authority conferred hereby shall be exercisable notwithstanding such corporate changes and that this power ofattorney shall, if permitted hy applicable law or applicable contract, be irrevocable. New Monsanto shall have the right, in its sole discretion, to revoke this Power ofAttorney, by delivering written notice to Solutia upon any breach by Solutia ofits commitments, duties or obligations under either (i)this Power ofAttorney or (u) the Distribution Agreement, as amended by the Amendment to the Distribution Agreement In the event applicable law in effect at or any time after tire execution of tins instrument does not authorize or permit the foregoing direction to be effective, and if at any later date, applicable law changes (whether by amendment, court decision, or otherwise), them New Monsanto directs that the foregoing provisions shall thereafter become applicable. CHI 24079)t6 2 DSW 671078 STLCOPCB4044033 37-V1-2002 13:06 From-IAK-KNE +314-694-2684 T-4B8 P.002/006 F-502 All persons dealing with New Monsanto's said attorney shall "be protected in relying upon a copy ofthis instrument and shall be protected in relying upon the written certificate of Solutia as to the Claims which are the subject ofthis power of attorney, the identity and authority ofits officers, their delegates and any substitute or successor appointed pursuant to the terms hereof, and/or as to whether any ofthe persons authorized to act hereunder is unavailable so to act, so as to authorize somo other person to act hereunder, and New Monsanto hereby declares that as against it and all persons claiming under it everything which its attorney shall do or cause to be done pursuant hereto shall be valid and effectual in favor ofany peraon claiming the benefit hereofwho at the time ofthe doing thereofshall have relied upon any such certification made by Solutia. Ifrequired by applicable law or ifSolutia desires for any reason to do so, an executed copy ofthis Power ofAttorney shall be filed for record with the Governmental Authority wherein the Claim is pending or such other place as required by law or whether Solutia thinks best. New Monsanto authorizes Solutia to make all such filings. This instrument may be executed in any number of counterparts, and all of said counterparts shall constitute but one and the same instrument. IN WITNESS WHEREOF, I have hereunto set my hand and seal as ofthis day of \\ . 2002. MONSANTO COMPANY By: HeiWkrlk A. VerfaUlle Title: Chairman and Chief Executive CHI M4J73Sv DSW 671079 STLCOPCB4044034 07-11-2002 13:06 Froo-LAW-EZNE +314-684-2684 4U vuo T-46B P.003/006 F-502 STATE OF MISSOURI ) ) COUNTY OF ST. LOUIS ) On this*\VfeVv day ofJ3VK|__12002, before me the undersigned, a Notary Public, in and for the County and State aforesaid, personally appeared ., to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he/she executed the same as his/her free act and deed. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in St. Louis, the day and year last above written. My Commission Expires; cm ?37v 4 DSW 671080 STLCOPCB4044035 OUL. I. IVVl U-lOftn nu. in') r. 31 EXHIBIT C EXCLUDED AGREEMENTS 1. Tax Sharing and Indemnification Agreement "by and between Monsanto Company and Solatia dated as of September 1,1997. CHlZ+OTSiW DSW 671081 STLCOPCB4044036