THE MONSANTO BENEFITS PLAN FOR THIRD COUNTRY NATIONALS (TCNs)

Exhibit 10.2

THE MONSANTO BENEFITS PLAN

FOR

THIRD COUNTRY NATIONALS (TCNs)

INTRODUCTION

Throughout our worldwide organization, Monsanto aims to employ and develop people of the highest quality.  Because of the size and scope of our international operations, some employees are permanently transferred to another country at the Company’s request.  Employees are then referred to as Third Country Nationals (or TCNs).

The TCN Benefits Plan was established to provide a target level of benefits.  The TCN Plan is designed to be competitive and financially attractive in order to provide you with an equitable level of financial protection during your career.

The TCN Plan is responsive to the many variables that can determine your benefits, and changes in circumstances in the location(s) where you are assigned.

Specifically, the TCN Plan aims to enable you to accept and maintain your assignment as a TCN and maintain a pattern and quality of living at retirement that is:

Monsanto provides all supplemental TCN benefits; that is all benefits over and above those you receive through participation in local plans, at no cost to you.

CONTENTS

This booklet describes the benefits Monsanto provides for TCNs.  The TCN Plan is fairly complex, because it takes into account many different factors which can determine the benefits you actually receive and covers varying situations in many countries around the world.  Some of the provisions and terminology may be unfamiliar and not applicable to your case.  Please ask questions if you have any concerns about your own situation.

Although this booklet describes the main features of the TCN Plan, it does not cover every aspect of the plan.  The term “Monsanto” can refer to either the parent company or a participating subsidiary.

ELIGIBILITY

You became eligible for TCN benefits when:

COST OF TCN BENEFITS

Monsanto pays the whole cost of providing your TCN benefits apart from any contributions you may be required to make to local Social Security plans or as a result of participation in local Company benefit plans.

HOW TCN BENEFITS ARE DETERMINED

The Monsanto TCN Plan has been designed to provide a “target” level of benefits based on your international Monsanto career.  In order to understand how the TCN Plan operates, you need to recognize three important concepts:

Simply stated the Target Benefit is the total benefit you should get as a TCN from all sources; Accrued Benefits (or “Offsets”) are what you are scheduled to get from local private and public plans including other retirement and disability plans sponsored by Monsanto; and the TCN Supplement is what you will receive under the TCN Plan if the sum of your various Accrued Benefits is less than the Target Benefit.  Stated as a formula:

Target Benefit – Accrued Benefits = TCN Supplement payable under TCN Plan

In other words, the overall aim of the TCN Plan is to provide a sound level of Target Benefits (on retirement, disability, termination or death).

Target Benefit - WHAT YOU SHOULD GET FROM ALL SOURCES

To calculate your Target Benefit for retirement and disability, the TCN formula applies to your worldwide Monsanto service and is independent of any particular country’s plan.  Your Target Benefit will be calculated in the currency of your last country of employment.

The formula will be explained in greater detail under the relevant benefits sections in the remainder of this booklet.

Accrued Benefits (Or “Offsets”) - WHAT YOU ARE SCHEDULED TO GET FROM OTHER SOURCES

Your Accrued Benefits or Offsets can include any or all the following:

You will be expected to participate fully in any local Monsanto plans that are voluntary and our calculations will assume maximum participation at local levels.  Offsets are determined and fixed at the time of termination, but can be adjusted thereafter to prevent “windfalls”.  This would be the case, for example, when an additional offset benefit is created after the initial Supplement is calculated.  Monsanto uses a professional pension adviser (the Actuary) as necessary to determine such calculations.  The Actuary’s decision is final and binding.  Offsets are converted to the appropriate currency before calculations are completed.

TCN Supplement - ANY DIFFERENCE BETWEEN WHAT YOU SHOULD GET AND WHAT YOU ARE SCHEDULED TO GET

If the Target Benefit is greater than the sum of the Accrued Benefits, you will be paid the difference under the TCN Plan as a TCN Supplement to the local government and Company benefits you will receive.

If the sum of the Accrued Benefits is equal to or greater than the Target Benefit, there will be no TCN Supplement payable under the TCN Plan.

TCN BENEFITS AT RETIREMENT

You can look forward to an income after your career with Monsanto, regardless of which countries you have worked in for Monsanto.  The TCN approach provides alternative ways of calculating your pension rights, to guarantee certain minimum levels of retirement income.

Normal Retirement Pension

At normal retirement age (65), you will receive at least a target level of pension (calculated as a single life annuity).  We look at your Accrued Benefits (Offsets) and compare them against the TCN Target Benefit formula.

Normal Retirement Target Benefit

You are eligible for the TCN Benefit if you have completed at least 10 continuous years of Pensionable Service as a TCN.

The amount of pension you receive is based on:

Pensionable Earnings mean the average of earnings in the currency of the country of last assignment for the final 36-month period, and will include the same items as are included under the local Monsanto pension plan and will be consistent with the objectives of the last country of assignment pension plan.

The three-year average is used because this will normally produce an earnings figure that reflects the highest years of your career with Monsanto.

The annual Target Benefit you will receive as a pension from all sources a