NON-EMPLOYEE DIRECTOR RESTRICTED SHARE GRANT UNDER THE
MONSANTO COMPANY LONG-TERM INCENTIVE PLAN
Terms and Conditions
Restricted Shares Grant
You have received an Award of Restricted Shares (the "Restricted Shares") under the Monsanto Company
Long-Term Incentive Plan (the "Plan"). The Grant Date and the number of Restricted Shares covered by this
Award are set forth in the document you have received entitled "Restricted Shares Statement." The Restricted
Shares Statement and these Terms and Conditions collectively constitute the Award Certificate for the Restricted
Shares, and describe the provisions applicable to the Restricted Shares.
1. Definitions. Each capitalized term not otherwise defined herein has the meaning set forth in the Plan or, if not
defined in the Plan, in the attached Restricted Shares Statement. The "Company" means Monsanto Company, a
Delaware corporation incorporated February 9, 2000.
2. Delivery of Restricted Shares. (a) As of the Grant Date, the Restricted Shares have been registered in your
name in a book-entry account maintained by Mellon Investor Services, the Company's transfer agent. This
registration constitutes delivery of the Restricted Shares to you for all purposes. This book-entry account
indicates that the Restricted Shares are subject to these Terms and Conditions.
(b) Until such time (if any) as the Restricted Shares vest, you may not sell, assign, transfer, pledge, hypothecate,
give away, or otherwise dispose of them. Any attempt on your part to dispose of the Restricted Shares will result
in their being forfeited. However, you shall have all other rights of a common stockholder of the Company with
respect to the Restricted Shares, including the right to vote such stock at any meeting of the common
stockholders of the Company and the right to receive all dividends and other distributions declared and paid with
respect to the Restricted Shares ("Dividends"). If any of the Restricted Shares are forfeite