Document x1NZEmrJkVKD4KeJvEBdrVQ9J

Wohsautt . *% ..vi ICC I W. R. COREY - B2SA L>* M ( N U December 27, 1971 PCB/PCT IMPLEMENTATION PROGRAM T O C. P. Cunningham H. S . Bergen T. L. Gossage - B2SL E. Greene - C3SA J. Mason C. Paton - B2SH E . J. Putzell - DIF J. F. Stapleton - C INA G. F. Wingard - C3SA Attached is the worldwide implementation program which we hove adopted to conform with the Corporate Management policy with respect to the discontinuation of all sales of PCR's (other than for dielectric use such as in transformers and capacitors) and the discontinuation of all sales of P C T *s . The program for U.S. domestic sales has been completed, time schedules have been established, and all customers have'been notified of our decision except for formal notification to PCT customers who will be notified on December 31, 1971. Programs with respect to export sales of PCB's and P C T 's have been finalized and effective dates for all actions are embodied in the attachment. Plans to implement Monsanto's worldwide policy in the U.X. have been completed and they will be executed as outlined in the attachment. So far as Japan is concerned, PCB's are manufactured by a joint venture with MMK. The last section of our worldwide plan discusses actions we plan to take in this world area. You will note all actions are consistent on a worldwide basis but the dates for completion of some of these actions on U.S. export sales and Ex-USA manufacture and sale are slightly different from those of the U.S. This is necessary in order to properly coordinate all of the communication channels involved so that we can properly notify our worldwide customers. The most significant deviation from our U.S. Jtirne schedule pertains to cur continued sale of PCB's for dielectric use. We plan to continue sales Ex-USA subject to the same restrictive policies as we have adopted in the U.S.A. l NEV 031013 im to vi n 780553 -2- However, in negotiating hold harmless agreements with foreign subsidiaries of U.S. companies and with other foreign customers it is necessary for us to explore the government regulations which may pertain in foreign countries and, in addition, we must understand the legal aspects of hold harmless agreements executed in foreign countries. For this reason we have established, with your approval, March 31, 1972, as the date by which we will have concluded hold harmless agreements under which we will continue U.S. export sales, as well as sales from our U.K. facility. I would appreciate your informing me whether you approve of this overall program, and whether you and Monsanto Corporate Management will permit us to have until March 31, 1972, to complete our arrangements for future sales of P C B 's as dielectrics Ex-USA. ( /jf Attachments. W. R. COREY n ev 031016 780554 PCB/PCT IMPLEMENTATION PROGRAM \3-\v\\H U.S. DOMESTIC PROGRAM i I . Discontinue sales of PCB's for heat transfer applications A. F o r m a l notification b y letter December 15, 1971. 1. E f f e ct ive on date of letter -- no further sales. 2. O f fer consultation b y team of engineers on alternatives. Assistance only -- customer to decide which alternate route to take. 3. O f f e r to provide directions on h a n d l i n g and disposal of spent PCB's. B. In case of unusual hardship cases where conversion is difficult. 1. O f f e r consultation b y team of engineers on alternative routes. 2. O f f e r further sales for m i n i m u m possible time to effect conversion -- provided -- -- Customer signs hold harmless letter satisfactory to Monsanto, and further provided -- Customer has, in Monsanto's opinion, sufficient financial responsibility to make such indemnification agreement meaningful. NEV 031017 780555 2 C. Team of trained engineers to be directed by Dr. Cumming Paton. They will: 1. V i s i t customer plants upon request. 2. Discuss p o s s i bility of u s ing other M o n s a n t o fluids giving proper warnings as to possible fire hazards. 3. Mak e customer aware of other possible alternatives but make no recommendations as to their use. In such cases customer will be referred to manu facturer of alternative. 4. M a k e a rrangements w i t h customer for proper handling, packaging and return of spent PQB fluids to Monsanto for incineration. 5. T he e n g i n eering team's role is solely to consult w i t h and a s s i s t customers in m a k i n g conversion away from PCB's. Any questions with respect to Monsanto management's decision to discontinue sale of PCB fluids for heat transfer use are to be referred to Dr. Paton for proper answer. II. Further sale and delivery of PCB's for use as dielectric fluids for such as transformers and capacitors will be made in conformance with certain restrictive policies adopted by Monsanto management. NfcV 031018 780556 3 A. E f f e c t i v e J a n u a r y 15, 1972, .Monsanto will sell and deliver PCB's for such use only to manufacturers who have entered into agreement to indemnify and hold harmless Monsanto in the use of these products, consistent with contract provisions. B. Acceptance b y Monsanto of such an agreement is subject to the customer having the financial responsibility necessary to make the agreement meaningful in Monsanto's opinion, as judged against previously established criteria. C. The determination of the customer's satisfactory financial responsibility will be made by a review b o a r d consisting of: Howard S. Bergen - Business Director John F. Stapleton - Law Department Donald S. Ellis - Treasury Department George Wingard - International (where International matters are involved) T h i s b o a r d w i l l u s e the attached general criteria. In the e v ent the review b o a r d is in disag r e e m e n t on a particular case, further review and decision will be made by: E. J. Putzell, Jr. W . R . Corey in consultation with J. J. Kerley if the latter would appear in order. NV 031019 780557 4 D. All transformer and capacitor customers will be notified of the foregoing restrictive policy on further sales n o later than De c e m b e r 31, 1971. III. Discontinue all sales of PCT's (polychlorinated terphenyls) no later than J u n e 30, 1972. The program calls for 75% of such sales to b e terminated b y M a rch 31, 1972, w i t h the remainder to be terminated during the second quarter of 1972. A. Discontinue all sales of PCT's for plasticizer use by M a r c h 31, 1972; notification letter to b e mailed Dec e m b e r 31, 1971. Respon s i b i l i t y for this action is with J. E. Springgate, Business Director. B. Discontinue all sales of PCT's for use in hyctraulic ' fluids b y June 30, 1972. This p r o g r a m will include the substitution of Monsanto phosphate esters and/or phosphate ester-oil blends. Responsibility for this action is with Howard S. Bergen, Business Director. C. In case of u n u s u a l h a r d s h i p cases w h ere conversion is difficult: 1. O f f e r further sales for m i n i m u m possible time to effect conversion, provided --- customer signs hold harmless letter satisfactory to Monsanto, and further provided 780558 --- customer has, in M onsanto's opinion, sufficient financial responsibility to make such indemnification agreement meaningful. 2. T he det ermination of the customer's satisfactory financial responsibility will be made by the review board established under Paragraph II-C using the attached general criteria. 5. U.S. EXPORT PROGRAM Policy with respect to U.S. export sales of PCB'b and PCT's will be identical to the policy adopted for U.S. domestic sales. However, timing with respect to these export sales will be as follows: I. D i s c o n t i n u e all sales of PCB'.s for all u s e s other than as dielectric fluids in such as transformers and capacitors n o later than J a n uary 31, 1972. Effective date of discontinuance shall be date of letter giving formal notification. II. Further sale and delivery of PCB's as dielectric fluids will b e made in conformance with the restrictive policies adopted by Monsanto management. 780559 6. 1. E f f e c t i v e M a r c h 31, 1972, M o n s a n t o will sell and deliver PCB's for such use only to manufacturers who have entered into an agreement to indemnify and hold harmless Monsanto in the use of these products consistent with contract provisions. 2. A c c e p t a n c e b y Monsanto of such an agreement is subject to the customer having the financial responsibility necessary to make the agreement meaningful in Monsanto's Opinion as judged against previously established criteria. 3. T h e d e t e r m ination of the customer's ability to satisfactorily meet the financial responsibility w i l l b e m a d e b y the review b o a r d established in "11--C" (under U.S. Domestic Program). III. Discontinue all sales of PCT's (polychlorinated terphenyls) n o later than June 30, 1972. T he program calls for 75% of such sales to be terminated b y M a r c h 31, 1972, with the remainder to be terminated during the second quarter of 1972. 1. D i s c o n t i n u e all sales of PCT's for plasticizer use b y M a rch 31, 1972; notification letter to be m a i l e d De c e m b e r 31, 1971. Responsibility for > this action is with J. E. Springgate, Business Director, *MICC, in conjunction w i t h the International Division. NEV 031022 780560 7. 2. D i s c o ntinue all sales of PCT's for use in hydraulic fluids b y J u n e 30, 1972. This p r o g r a m will include the substitution of Monsanto phosphate esters and/or phosphate ester-oil blends. Responsibility for this action is w i t h Howard S. Bergen, Business Director, MICC, in conjunction with the International Division. 3. In case of u n u s u a l h a r d s h i p cases w h ere conversion is difficult! a) O f f e r further sales for m i n i m u m possible time to effect conversion, provided -- Customer signs hold harmless letter /i satisfactory to Monsanto, and further provided -- Customer has, in Monsanto's opinion, sufficient financial responsibility to make such indemnification agreement meaningful. b) The determination of the customer's satisfactory financial responsibility will be made by the review board established under Paragraph II-C using the attached general criteria. IV. It is p l a n n e d to implement the same policy w i t h respect to sale and delivery of PCB's from the Newport facility NEV 031023 r 780561 in the U.K. S i n c e there is no manufacture of PCT's in the U.K., the policy on these products will be controlled by the policy adopted for U.S. domestic and U.S. export sales. Action on PCB's will be as follows: 1. Discontinue all sales of PCB's for other than dielectric uses b y J a n uary 31, 1972. 2. Further sale and delivery of PCB's for dielectric uses will be subject to the same restrictive policies adopted for U.S. domestic and U.S. export sales and the effective date for implementation will be M a r c h 31, 1972. With respect to Japan, the International Division will w o r k through Dr. John R. Durland to discontinue b y J a n u a r y 31, 1972, exports of PCB's from M M K's facility in that country for all uses other than as dielectric fluids. I Exports of PCB's for dielectric uses from Japan will be subject to the same restrictive policies adopted for the U.S. and the U.K. Effective date for implementation w i l l b e M a rch 31, 1972. In addition. Dr. Durland will convey to the MMK B o a r d Monsanto's w o r l d w i d e policy on PCB's and. h e * NEV 03102** r 780562 will keep us informed on MMK's actions on the sale and delivery of PCB's within Japan. GENERAL Any exception to this PCB/PCT Implementation Program, whether domestic, U.S. Export, or foreign, shall be made on a case-by case basis by the Managing Director of MICC and so recorded. f; i hem 031025 r 780563 WE5TIWGH0USE - MONSANTO AGREEMENT D a ted January 15, 1972 Monsanto Company ("Monsanto") manufactures certain poly chlorinated biphenyl products ("PCB's") which Westlnghouse Electric Corporation ("Buyer") desires to purchase. While Buyer desires to purchase PCB's because of certain desirable flame resistant and insulator properties, Buyer acknowledges that it is aware and has been advised by Monsanto that PCB's tend to persist in the environ ment; that care is required in their handling, possession, use and disposition; that tolerance limits have been or are being established for PCB's in various food products. Monsanto has therefore adopted certain restrictive policies with respect to its further production, sale and delivery of PCB's, including the receipt of undertakings from its customers as set forth below, and Buyer is willing to agree to such undertakings with respect to sales and/or deliveries of PCB's by Monsanto to Buyer. Accordingly, Buyer hereby covenants and agrees that, with reBpect to any and all PCB's sold or delivered by or on behalf of Monsanto to or for the account of Buyer on or after the date hereof, and in consideration of any such sale or delivery, Buyer shall defend, indemnify and hold harmless Monsanto, its present, past and future directors, officers, employes and agents, from and against any and all liabilities, claims, damages, penalties, actions, NEV 031029 780567 suitB, losses, costs and expenses arising out of or in connection with the receipt, p u r c h a s e r possession, handling, use, sale or, disposition of such PCB's by, through or und e r Buyer, whether alone or in combination with other substances, including, without implied limitation, any contamination of or adverse effect on humans, marine and wildlife, food, animal feed or the environment by reason of such PCB*s. The point at and after which the provisions of this agreement shall apply to PCB's sold or delivered by or on behalf of Monsanto to o r for the account of B u y e r o n or a f t e r the d a t e hereof, a nd the point at which title and risk of loss with respect to such PCB's shall pass from Monsanto to Buyer, shall be the F.O.B. point at the location from which delivery to Buyer is initiated by Monsanto, and shall refer to the point of transfer of possession of the drum, tank car, t a n k truck, o r other container for such PCB's, from Monsanto to Buyer or the first receiving carrier utilized to effect delivery of such PCB's to Buyer. I The provisions of this agreement shall not be applicable to any PCB's delivered to Buyer prior to the date hereof; and nothing herein shall create o r imply any d u t y or obligation: (i) of Monsanto to sell or deliver any PCB's to Buyer; or (ii) of Buyer to defend, indemnify or hold harmless Monsanto or any other corporation, or any person, for any damages resulting from the sole- negligence of u\ ,/ ^ :/ * ':r-;*.-' < ; Monsanto^in its packaging or shipping of PCB* s or from the failure 031030 780568 - 3- of PCB's to eomply with the contract specifications applicable to such PCB* s# No conditions, u n derstandings or agreements purporting to modify or vary the terms hereof shall be binding unless hereafter made in writing specifically referring to this agreement and signed by the party to be bound and no modification or variance of this agreement shall be effected by the acknowledgment or acceptance of any sale document, purchase order, shipping Instruction or other forms containing terms or conditions at variance herewith. In the event of litigation to which these indemnity provisions r shall apply, Monsanto will make available to Buyer such information as Monsanto has (excluding trade secrets or proprietary Information of Monsanto, or any other information which Monsanto is not legally free to disclose) which may reasonably be required by Buyer in the defense of such litigation, and otherwise will cooperate with Buyer i in connection therewith; provided, however, Buyer shall reimburse Monsanto for all out-of-pocket costs and expenses incurred thereby. This agreement shall be governed by and be construed accord ing to the laws of the State of Missouri. All existing contracts for the sale of PCB's by Monsanto to Buyer for delivery in the future are hereby amended to contain the provisions set forth herein. NEV 031031 ir 780569 DRAFT , 1/1V72 Monsanto Company ("Monsanto") manufactures certain poly chlorinated biphenyl products ("PCB's") which Westinghouse Electric Corporation ("Buyer") desires to purchase* While Buyer desires to purchase PCB's because of certain desirable flame resistant and insulator properties, Buyer acknowledges that it is aware and has been advised by Monsanto that PCB's tend to persist in the environ ment; that care is required in their handling, possession, use and i disposition; that tolerance limits have been or are being established for PCB's in various food products. Monsanto has therefore adopted certain restrictive policies with respect to its further production, sale and delivery of P C B 's, including the receipt of undertakings from its customers as set forth below, and Buyer is willing to agree to such undertakings wit h respect to sales a n d / o r deliveries o f P C B 's b y Monsanto to Buyer. j Accordingly, Buyer hereby covenants and agrees that, with , i respect to any and all PCB's sold or delivered by or on behalf of nont\i C* \ Monsanto to.Buyr on or after"the date hereof, and in consideration of any such sale or delivery, Buyer shall defend, indemnify and'hold harmless Monsanto, its present, past and future directors, officers, employes and agents, from and against any and all liabilities, claims, damages, penalties, actions, suits, losses, costB and ex- NfcV 031036 780574 penses arising out of or In connection with the receipt, purchase, possession, handling, use, sale or disposition of such PCB's by, through or under Buyer, whether alone or in combination with other substances, including, without implied limitation, any contamination of or adverse effect on humans, marine and wildlife, food, animal feed or the environment by reason of such PCB's, All existing contracts for the sale of P C B !s by Monsanto to Buyer for delivery in the future are hereby amended to containithe provisions set forth above. The provisions of this agreement shall not be applicable to any PCB's delivered to Buyer prior to the date hereof; and nothing herein shall create or imp3.y a ny duty or obligation: (i) of Monsanto to sell or deliver any PCB's to Buyer; or (ii) of Buyer to defend, indemnify or hold harmless Monsanto or any other- corporation, or \\v <*.y\* ! any person, for any-matter- resulting from the negligence of Monsanto in its packaging or shipping PCB's or from the failure of PCB'b to comply wit h the contract specifications applicable to such P C B 's, Mo conditions, understandings or agreements purporting to modify or vary the terms liei'eof shall be binding u n l e s s h e r e a f t e r made in writing specifically referring to this agreement and signed by the party to be bound and no modification or variance of the above undertaking shall be effected by the acknowledgment or acceptance of any sale document, purchase order, shipping instruction or other forms containing terms or conditions at variance herewith. 031037 r 780575 In the event of litigation to which these indemnity provisions shall apply, Monsanto will make available to Buyer such information i as Monsanto has (excluding trade secrets or proprietary information of Monsanto, or any other information which Monsanto Is not legally i free to disclose) which may reasonably be required by Buyer in the defense of such litigation, and otherwise will cooperate with Buyer In .connection therewith; provided, however, Buyer shall reimburse Monsanto for all out-of-pocket costs and expenses incurred thereby, I il This agreement shall be governed by and be construed according to the laws of the State of Missouri. NEV 031038 780576 WESTINGHOUSE - MONSANTO AGREEMENT D a ted January 15, 1972 Monsanto Company ("Monsanto") manufactures certain poly chlorinated biphenyl products ("PCB's") which Westinghouse Electric Corporation ("Buyer") desires to purchase. While Buyer desires to purchase PCB's because of certain desirable flame resistant and insulator properties, Buyer acknowledges that it is aware and has been advised by Monsanto that PCB's tend to persist in the environ ment; that care is required in their handling, possession, use and disposition; that tolerance limits have been or are being established for PCB's in various food products. Monsanto has therefore adopted certain restrictive policies with respect to its further production, sale and delivery of PCB's, including the receipt of undertakings from its customers as set forth below, and Buyer is willing to agree to such undertakings with respect to sales and/or deliveries of PCB's by Monsanto to Buyer. Accordingly, Buyer hereby covenants and agrees that, with respect to any and all PCB's sold or delivered by or on behalf of Monsanto to or for the account of Buyer on or after the date hereof, and in consideration of any such sale or delivery, Buyer shall defend, indemnify and hold harmless Monsanto, its present, past and future directors, officers, employes and agents, from and against any and all liabilities, claims, damages, penalties, actions, NEV 031039 r 780577 - 2- suits, losses, costs and expenses arising out of or in connection with the receipt, purchase,- possession, handling, use, sale or disposition of such PCB's by, through or u n der Buyer, w h e t h e r alone or in combination with other substances, including, without implied limitation, any contamination of or adverse effect on humans, marine and wildlife, food, animal feed or the environment by reason of such PCB's. The point at and after which the provisions of this agreement shall apply to PCB's sold or delivered by or on behalf of Monsanto to or for the account of Buyer on or after the date hereof, and the point at w h i c h title and r isk of Io b s w ith respect to Buch P C B ' b shall pass from Monsanto to Buyer, shall be the F.O.B. point at the location from which delivery to Buyer is initiated by Monsanto, and shall refer to the point of transfer of possession of the drum, tank car, t a n k truck, or other container for such PCB's, from Monsanto to Buyer or the firBt receiving carrier utilized to effect delivery of such PCB's to Buyer. The provisions of this agreement shall not be applicable to any PCB's delivered to Buyer prior to the date hereof; and nothing herein shall create or imply a ny d u t y or obligation: (i) of Monsanto to sell or deliver any PCB's to Buyer; or (ii) of Buyer to defend, indemnify or hold harmless Monsanto or any other corporation, or any person, for any c e a s e s resulting from the sole- negligence of (a \ /%< :J * *ir !&-'c : <:'!.) Monsanto^in its packaging or shipping of PCB* s or from the failure NEV 031040 (-------------780578 - 3- of PCB* s to oomply with the contract specifications applicable to such P C B 1s No conditions, un d e r s t a n d i n g s or agreements purporting to modify or vary the terms hereof shall be binding unless hereafter made in writing specifically referring to this agreement and signed by the party to be bound and no modification or variance of this agreement shall be effected by the acknowledgment or acceptance of any sale document, purchase order, shipping instruction or other forms containing terms or conditions at variance herewith. In the event of litigation to which these indemnity provisions shall apply, Monsanto will make available to Buyer such information as Monsanto has (excluding trade secrets or proprietary information of Monsanto, or any other information which Monsanto is not legally free to disclose) which may reasonably be required by Buyer in the defense of such litigation, and otherwise will cooperate with Buyer in connection therewith; provided, however, Buyer shall reimburse Monsanto for all out-of-pocket costs and expenses incurred thereby. This agreement shall be governed by and be construed accord ing to the laws of the State of Missouri. All existing contracts for the sale of PCB's by Monsanto to Buyer for delivery in the future are hereby amended to contain the provisions set forth herein. NEV 031041 780579 Monsanto Company ("Monsanto") manufactures certain polychlorinated biphenyl products ("PCB's") which Westinghouse Electric Corporation ("Buyer") desires to purchase. While Buyer desires to purchase PUB*a because of certain desirable flame resistant and insulator properties, B u yer acknowledge that it is aware and h a 3 been advised by Monsanto that PCB'3 tend to persist in the environ ment; that care is required in their handling, possession, use and disposition; that tolerance limits hove been or are being established for PCB's in various food products. Monsanto has therefore adopted certain restrictive policies with respect to its further production, sale and delivery of PCB's, including the receipt of undertakings from its customers as set forth below, and Buyer is willing to agree to such undertakings with respect, to sales and/or deliveries of PC3's by Monsanto to Buyer, Accordingly, Buyer hereby covenants and agrees that, with respect to any and all PCB's sold or delivered by or on behalf of Monsanto to or for the account of Buyer on or after the date hereof, and in consideration of any such sale or delivery, Buyer shall defend, indemnify and hold harmless Monsanto, its present, past and future directors, officers, employes and agents, from and against any and all liabilities, claims, damaged, penalties, actions, NEV Q 3 U W 2 780580 -2- suits, losses, costs and expenses aricine out of or in connection with the receipt, purchase, possession, handling, use, sale or disposition of such PCB's by, through or u n d e r Duyer, whether alone or in combination with other substances, including, without implied limitation, any contamination of or adverse effect on humans, marine and wildlife, food, animal feed or the environment by reason of such PCB's. Since it is M o n s a n t o 's usual practice to sell products P.O.u. its plant, it is agreed that title and risk of loss of PCB's covered by this agreement shall puss to Buyer upon loading on or into B u y e r 's or a carrier*'s tan k car, tank truck or other transportation vehicle at Monsanto's plant, and the obligations set forth in this I1n m i A n m a v *'jiJ * i' 1 4- 4- n fU 4* fs r** U T )^ 'P I r** rs J- f* U v V U V I vw j. v l> ci k W kJ v 4* The provisions of this agreement shall not be applicable to any P C B 's delivered to B u y e r p r i o r to the date hereof; and nothing h e r e i n shall create or imply any duty or obligation: (i) of Monsanto to no31 or deliver any PCB's to Buyer; or (ll) of Buyer to defend, indemnify or hold harmless Monsanto or any other corporation, or any person, for any damages resulting from the sole negligence of Monsanto in its packaging or shipping of PCB's or from the failure of PCB's to comply with the contract specifications applicable to such PCB's, No conditions, understandings or agreements purporting to modify or vary the terms hereof shall be binding unless hereafter made in writing specifically referring to this agreement and signed NV 0 3 1 0 r 780581 -3'iLu by the party to be bound and no modification or variance of th^ .A* (f . '* * <* ..above undertaking -shall bo effected by the acknowledgment or acceptance of any sale document, purchase order, shipping Instruc tion or other forms containing terms or conditions at variance herewith* In the event of litigation to which these indemnity provisions shall apply, Monsanto will make available to Buyer such information as Monsanto has (excluding trade secrets or proprietory information of Monsanto, or any other Information which Monsanto is not legally free to disclose) which may reasonably be required by Buyer in the defense of such litigation, and otherwise will cooperate with Buyer in connection therewith; provided, however, Buyer shall reimburse Monsanto for all out-of-pocket costs and expenses incurred thereby. This agreement shall be governed by and be construed accord ing to the lav; of the State of Missouri. All existing contracts for the sale of PCB's by Monsanto to 3iuyer for delivery in the future are hereby emended to contain the U-* i . . provisions set forth a b o v er NEV 031044 r 780582 DRAFT 1/14/72 Gentlemen: Attached Is a fully signed copy of th agreement whereby your c o m p a n y , _______________________________ _ has agreed to Indemnify Monsanto with respect to POBs sold or delivered after the date thereon. It should be emphasized that any PCB purchased by y our company Bhould be used only as dielectric fluids in electrical equipment. It is our understanding that thi3 use so confines the PCB as to virtually eliminate the escape of PCB into the environment. You will appreciate that different companies have made differing comments with respect.to the indemnity agreement,* This has made the development of a r,ingle document, equally acceptable to all companies to which it has been tendered, very difficult. It Is not our Intention, however, that any company assume indemnity obligations substantially greater or lesser than those of other companies sign ing the agreement. After the indemnity agreements have been signed by all companies concerned, therefore, you will be offered an opportunity to execute, as a replacement for the.attached agreement, any other indemnity agreement which has been accepted by Monsanto and which, in our opinion, differs substantially from the attached. Yours very truly, NEV 0310*5 780583