THE MONSANTO COMPANY
NON-EMPLOYEE DIRECTOR EQUITY INCENTIVE COMPENSATION PLAN
As Amended September 19, 2002
1. NAME OF PLAN. This plan shall be known as the "The Monsanto Company Non-Employee Director Equity
Incentive Compensation Plan" and is hereinafter referred to as the "Plan."
2. PURPOSES OF PLAN. The purposes of the Plan are to enable Monsanto Company, a Delaware
corporation (the "Company"), to retain qualified persons to serve as Directors by providing for their
compensation and permitting them to elect to defer a portion thereof, and to further align the interests of Directors
with the interests of shareholders of the Company by providing them with equity-based compensation.
3. EFFECTIVE DATE AND TERM. The Plan shall be effective as of September 20, 2000 (the "Effective
Date"). The Plan shall remain in effect until terminated by action of the Board, or until all Participants have
received all amounts to which they are entitled hereunder, if earlier.
4. DEFINITIONS. The following terms shall have the meanings set forth below:
"Annual Meeting" means an annual meeting of the shareholders of the Company.
"Annual Retainer Amount" has the meaning set forth in Section 6(a).
"Beneficiaries" has the meaning set forth in Section 7(b)(iii).
"Beneficiary Designation" has the meaning set forth in Section 7(b)(iii).
"Board" means the Board of Directors of the Company.
"Cash Account" has the meaning set forth in Section 7(a).
"Chairman" means the Chairman of the Board.
The "Committee" means the committee that administers the Plan, as more fully defined in Section 12.
"Common Stock" means the Company's common stock, par value 0.01per share.
The "Company" has the meaning set forth in Section 2.
"Current Cash" has the meaning set forth in Section 6(a).
"Deferral Account" means a bookkeeping account maintained by the Company for a Director representing the
Director's interest in the stock units or cash credited to such account pursuant to Sections 6 and 7.