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EXHIBIT 8
SECOND AMENDMENT TO
THE DEKALB GENETICS CORPORATION
DEFERRED COMPENSATION PLAN
WHEREAS, DEKALB Genetics Corporation, a Delaware corporation,
with its principal place of business in DeKalb, Illinois (the "Company"), has
heretofore adopted and maintains for the benefit of certain of its employees a
nonqualified deferred compensation plan which is designated the "DEKALB Genetics
Corporation Deferred Compensation Plan" (the "Plan"); and
WHEREAS, the Company desires to amend the Plan in
certain respects;
NOW, THEREFORE, pursuant to the power of amendment contained
in Section 8.1 of the Plan, the Plan is hereby amended, effective immediately as
of the date of the consummation of the "Offer" (as that term is defined in the
Agreement and Plan of Merger dated as of May 8, 1998 among Monsanto Company, a
Delaware corporation ("Parent"), Corn Acquisition Corporation, a Delaware
corporation and a wholly-owned subsidiary of Parent ("Sub"), and the Company),
as follows:
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1. Article II is hereby amended to add the following sentence
at the end thereof:
Notwithstanding the foregoing, with respect to any Plan Year
which contains the day (the "Purchase Date") of the
consummation of the "Offer" (as that term is defined in the
Agreement and Plan of Merger dated as of May 8, 1998 among
Monsanto Company, a Delaware corporation ("Parent"), Corn
Acquisition Corporation, a Delaware corporation and a
wholly-owned subsidiary of Parent ("Sub"), and the Company) or
the day (the "four-month anniversary") which is exactly 120
days immediately following such Purchase Date, any employee of
a Related Employer who in the reasonable judgement of the
Committee can be considered to be a member of a select group
of management or highly compensated employees, within the
meaning of Section 201 of the Employee Retirement Income
Security Act of 1974, as amended, shall participate in this
Plan.
2. Section 3.5 of the Plan is hereby amended to add the
following two paragraphs after the first sentence thereof:
In addition, the Company shall make a Supplemental Company
Discretionary Contribution for the benefit of each eligible
Participant for the Plan Year during which occurs the day (the
"four-month anniversary") which is exactly 120 days
immediately following the day (the "Purchase Date") of the
consummation of the "Offer" (as that term is defined in the
Agreement and Plan of Merger dated as of May 8, 1998 among
Monsanto Company, a Delaware corporation ("Parent"), Corn
Acquisition Corporation, a Delaware corporation and a
wholly-owned subsidiary of Parent ("Sub"), and the Company).
The amount contributed for such Plan Year for each eligible
Participant shall be an amount equal to 2% of such
Participant's additional base pay and salary he would have
earned during the remainder of such Plan Year during which
occurs his termination of employment if such base pay and
salary would have continued for the remainder of that year at
the same rate in effect upon his termination of employment. An
"eligible Participant" for purposes of this paragraph is (i) a
Participant who is employed by a Related Employer both at such
Purchase Date and on the four-month anniversary and whose
employment terminates with all Related Employers before the
end of the Plan Year
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during which occurs the four-month anniversary and (ii) who is
a "highly compensated employee" as defined in Section 414(q)
of the Code for the Plan Year during which occurs the
four-month anniversary or who is such a highly compensated
employee for the Plan Year which precedes the Plan Year during
which occurs the four-month anniversary.
In addition, the Company shall make a Supplemental Company
Discretionary Contribution for the benefit of each eligible
terminated Participant for the Plan Year during which occurs
such terminated Participant's termination of employment after
the day (the "Purchase Date") of the consummation of the
"Offer" (as that term is defined in the Agreement and Plan of
Merger dated as of May 8, 1998 among Monsanto Company, a
Delaware corporation ("Parent"), Corn Acquisition Corporation,
a Delaware corporation and a wholly-owned subsidiary of Parent
("Sub"), and the Company). The amount contributed for such
Plan Year for each eligible terminated Participant shall be 2%
of such Participant's Compensation (as such term is defined in
the Qualified Plan but without regard to the limitation
imposed by Section 401(a)(17) of the Code) for such Plan Year.
An "eligible terminated Participant" for purposes of this
paragraph is a Participant who is (i) employed by a Related
Employer at such Purchase Date whose employment is
involuntarily terminated by his employer without cause after
the Purchase Date and prior to the day (the "four-month
anniversary") which is exactly 120 days immediately following
the Purchase Date and (ii) a "highly compensated employee" as
defined in Section 414(q) of the Code for the Plan Year during
which occurs his termination of employment or is such a highly
compensated employee for the Plan Year which precedes the Plan
Year during which occurs his termination of employment. For
purposes of the foregoing, "cause" shall be defined as such
term is defined in the Merger Agreement. In the case of an
eligible terminated Participant whose employment with all
Related Employers terminates before the end of the Plan Year
during which occurs the Purchase Date or the four-month
anniversary, for purposes of this paragraph his Compensation
for the Plan Year during which occurs his termination of
employment shall be his actual Compensation for such Plan Year
plus the additional base pay and salary he would have earned
during the remainder of such Plan Year if such base pay and
salary would have continued for the remainder of that year at
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the same rate in effect upon his termination of
employment.
3. Section 5.2 of the Plan is hereby amended to read
as follows:
5.2 Supplemental Company Contribution Account. A Participant shall
be one hundred percent (100%) vested in his Supplemental
Company Contribution Account on the first to occur of the
following:
(a) His attainment of Normal Retirement Age while
employed by any Related Employer;
(b) His termination of employment with all
Related Employers due to his Total and
Permanent Disability;
(c) His termination of employment with all
Related Employers due to his death;
(d) His completion of five (5) Years of Service
for Vesting (as such term is defined in the
Qualified Plan); or
(e) His active employment with any Related
Employer on the day (the "Purchase Date") of
the consummation of the "Offer" (as that term
is defined in the Agreement and Plan of
Merger dated as of May 8, 1998 among Monsanto
Company, a Delaware corporation ("Parent"),
Corn Acquisition Corporation, a Delaware
corporation and a wholly-owned subsidiary of
Parent ("Sub"), and the Company).
4. Section 5.3 of the Plan is hereby amended to read
as follows:
5.3 Termination of Employment. A Participant who upon his termination
of employment with all Related Employers is not one hundred percent
(100%) vested in his Supplemental Company Contribution Account pursuant
to Section 5.2 shall be vested in the percentage of the value of his
Supplemental Company Contribution Account set forth in the following
table:
Number of Years of Vesting
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Service for Vesting Percentage
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Less than 1 0%
1 20%
2 40%
3 60%
4 80%
5 or more 100%
Sections 6.03(b), (c) and (d) of the Qualified Plan, dealing with
Participants who return to the employ of the Company or a Related
Employer, shall apply to the non-vested portion of the Supplemental
Company Contribution Account.
5. Section 8.1 of the Plan is hereby amended to read as
follows:
8.1 Right to Amend, Suspend or Terminate. Subject to this Section
and Section 8.2, the Company reserves the right at any time
and from time to time to amend, suspend or terminate this Plan
by action of its Board of Directors without the consent of any
Participant, Beneficiary or other person claiming a right
under this Plan. Notwithstanding any provision of this Plan to
the contrary, no amendment of this Plan shall reduce the
benefits of any Participant below the amount to which he has
become vested pursuant to Article 5 prior to the date of
amendment.
6. Section 8.2 of the Plan is hereby amended to read as
follows:
8.2 Effect of Amendment or Termination. Notwithstanding any
provision of this Plan to the contrary, no amendment or
termination of this Plan shall directly or indirectly reduce
the vested balance of any Supplemental Employee Salary
Reduction Account or Supplemental Company Contribution Account
held hereunder as of the effective date of such amendment or
termination, or delay the time at which any Participant is
entitled to a distribution hereunder. Upon termination of this
Plan, distribution of amounts in any Supplemental Employee
Salary Reduction Account or Supplemental Company Contribution
Account shall be made to the Participant or his Beneficiary in
the manner and at the time described in Section 6.1 of this
Plan. No additional credits of Supplemental Employee Salary
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Reduction Contributions, Supplemental Company Matching
Contributions, Supplemental Company Compensation Based
Contributions and Supplemental Company Discretionary
Contributions shall be made on behalf of any Participant after
termination of this Plan. Notwithstanding any provision of
this Plan to the contrary, in the event of any amendment or
termination of this Plan, the Company shall continue to credit
interest to Supplemental Employee Salary Reduction Accounts
and Supplemental Company Contribution Accounts pursuant to
Article IV, until the balance of all such accounts have been
fully distributed to the Participants or their Beneficiaries
as described in Section 4.1. Notwithstanding any provision of
this Plan to the contrary, this Plan shall not be amended or
terminated in any manner which would (i) adversely affect an
employee's ability to participate in the Plan pursuant to the
final sentence of Article II, (ii) prevent a Participant's
Supplemental Company Contribution Account from being credited
pursuant to Section 3.5 with a Supplemental Company
Discretionary Contribution based on the Qualified Plan Company
Discretionary Contribution to be made for such Participant
pursuant to Section 6.02(e) of the Qualified Plan, (iii)
prevent a Participant's Supplemental Company Contribution
Account from being credited with a Supplemental Company
Discretionary Contribution pursuant to the second or third
paragraphs of Section 3.5 or (iv) reduce the amount of any
such Supplemental Company Discretionary Contribution to be
credited to a Participant's Supplemental Company Contribution
Account.
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IN WITNESS WHEREOF, the Company has adopted this instrument by causing it
to be executed by its duly authorized officer on this 8th day of May, 1998.
DEKALB GENETICS CORPORATION
By: /s/ John H. Witmer, Jr.
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Title: Senior Vice President
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