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Exhibit 1.2
PRICING AGREEMENT
April 10, 2008
Name(s) of Representative(s)
As Representatives of the several
Underwriters named in Schedule I hereto,
Ladies and Gentlemen:
MONSANTO COMPANY , a
Delaware corporation (the “Company”), proposes, subject
to the terms and conditions stated herein and in the Underwriting
Agreement, dated April 10, 2008 (the “Underwriting
Agreement”), to issue and sell to the Underwriters named in
Schedule I hereto (the “Underwriters”) the Securities
specified in Schedule II hereto (the “Designated
Securities”). Each of the provisions of the Underwriting
Agreement is incorporated herein by reference in its entirety, and
shall be deemed to be a part of this Agreement to the same extent
as if such provisions had been set forth in full herein; and each
of the representations and warranties set forth therein shall be
deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty which
refers to the Prospectus and the Time of Sale Information in
Section 2 of the Underwriting Agreement shall be deemed to be a
representation or warranty as of the date of the Underwriting
Agreement in relation to the Prospectus and the Time of Sale
Information (each as therein defined), and also a representation
and warranty of the date of this Pricing Agreement in relation to
the Prospectus and the Time of Sale Information relating to the
Designated Securities which are the subject of this Pricing
Agreement. Each reference to the Representatives herein and in the
provisions of the Underwriting Agreement so incorporated by
reference shall be deemed to refer to you. Unless otherwise defined
herein, terms defined in the Underwriting Agreement are used herein
as therein defined. The Representatives designated to act on behalf
of the Representatives and on behalf of each of the Underwriters of
the Designated Securities pursuant to Section 12 of the
Underwriting Agreement and the address of the Representatives
referred to in such Section 12 are set forth at the end of Schedule
II hereto.
An amendment to the Registration Statement, or a
supplement to the Prospectus, as the case may be, relating to the
Designated Securities, in the form heretofore delivered to you is
now proposed to be filed with the Commission.
Subject to the terms and conditions set forth herein
and in the Underwriting Agreement incorporated herein by reference,
the Company agrees to issue and sell to each of the Underwriters,
and each of the Underwriters agrees, severally and not jointly, to
purchase from the Company, at the time and place and at the
purchase price to the Underwriters set forth in Schedule II
thereto, the principal amount of Designated Securities set forth
opposite the name of such Underwriter in Schedule I
hereto.
Schedule III hereto sets forth the Free Writing
Prospectuses, if any, included in the Time of Sale
Information.
If the foregoing is in accordance with your
understanding, please sign and return to us two counterparts
hereof, and upon acceptance hereof by you, on behalf of each of the
Underwriters, this letter and such acceptance hereof, including the
provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the
Underwriters and the Company. It is understood that your acceptance
of this letter on behalf of each of the Underwriters is or will be
pursuant to the authority set forth in a form of Agreement among
Underwriters, the form of which shall be submitted to the Company
for examination, upon request, but without warranty on the part of
the Representatives as to the authority of the signers
thereof.
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Very truly yours,
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MONSANTO COMPANY
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By:
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/s/ Robert A. Paley
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Name: Robert A. Paley
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Title: Vice President
& Treasurer
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Accepted as of the date hereof:
CITIGROUP GLOBAL
MARKETS INC.
GOLDMAN, SACHS & CO.
J.P. MORGAN SECURITIES
INC.
MERRILL LYNCH, PIERCE,
FENNER &
SMITH
INCORPORATED
GREENWICH CAPITAL
MARKETS, INC .
By: CITIGROUP
GLOBAL MARKETS
INC.
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By:
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/s/ Brian D. Bednarski
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Name: Brian D. Bednarski
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Title: Managing
Director
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By: J.P.
MORGAN SECURITIES
INC.
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By:
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/s/ Robert Bottamedi
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Name: Robert Bottamedi
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Title: Vice
President
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On behalf of each themselves and
each of the other Underwriters
2
SCHEDULE I
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Principal Amount of
Notes due 2018
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Principal Amount of
Notes due 2038
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Citigroup Global Markets Inc.
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$ 55,200,000
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$ 46,000,000
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Goldman, Sachs & Co.
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55,200,000
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46,000,000
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J.P. Morgan Securities Inc.
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55,200,000
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46,000,000
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Merrill Lynch, Pierce, Fenner & Smith
Incorporated
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55,2
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