EXHIBIT 10(e)
August 4, 2003
Terrell K. Crews
Executive Vice President
and Chief Financial Officer
Monsanto Company
800 North Lindbergh Blvd.
St. Louis, MO 63167
Re: Second Amendment to Pennsylvania Litigation Protocol
Dear Terry:
Monsanto Company, Pharmacia Corporation and Solutia Inc. entered into an
Amendment to Protocol Agreement dated March 2, 2003, ("the First Amendment")
a copy of which is annexed hereto. This letter agreement is an amendment to
the First Amendment, and will be referred to as "the Second Amendment."
Pursuant to Section 4 of the First Amendment Solutia provided Monsanto with
an additional Letter of Credit in the amount of $39.9 million. Section 3 of
the First Amendment provided Solutia with the Solutia Settlement Control
Rights during the Extension Period, upon its timely providing the Additional
Letter of Credit to Monsanto.
Pursuant to this Second Amendment, we have agreed that Monsanto will
immediately release the Additional Letter of Credit to Solutia.
We have further agreed that the Solutia Settlement Control Rights shall be
suspended, and the Monsanto Settlement Control Rights shall be reinstated,
immediately upon release of the Additional Letter of Credit to Solutia,
including Monsanto's rights to access any applicable insurance policies
related to a resolution of the underlying matter.
Sincerely,
/s/ Jeffry N. Quinn
Jeffry N. Quinn
[SIGNATURE PAGE IS NEXT PAGE]
Page 2 of 2
IN WITNESS WHEREOF, the parties have caused this Second Amendment
to Protocol Agreement to be duly executed as of the date above first
written.
MONSANTO COMPANY
a Delaware Corporation
By: /s/ Robert A. Paley
-------------------------
Name: Robert A. Paley
Title: V.P. and Treasurer
SOLUTIA INC.
a Delaware Corporation
By: /s/ Jeffry N. Quinn
-------------------------
Name: Jeffry N. Quinn
Title: Sr. V.P.
PHARMACIA CORPORATION
a Delaware Corporation
By:
-------------------------
Name:
Title: