THE MONSANTO COMPANY
NON-EMPLOYEE DIRECTOR EQUITY INCENTIVE COMPENSATION PLAN
1. Name of Plan; Plan Document . 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.” The Plan document
consists of this document and the procedures established by the Committee (as defined below) from time to time
as contemplated hereby (the “Procedures”).
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 was established by the Board, effective as of September 20, 2000
(the “Effective Date”), subsequently amended by the Board effective as of September 19, 2002 and
December 3, 2003, and further amended and restated as of May 1, 2005. The Plan was again amended and
restated effective as of September 1, 2007, which amendment and restatement shall govern all compensation
payable hereunder on and after September 1, 2007 and all compensation that is subject to Section 409A of the
Internal Revenue Code of 1986, as amended (“Section 409A”), but shall otherwise not affect any compensation
payable hereunder that is not subject to Section 409A. 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:
“Additional Retainer” means any additional retainer to which a Director is entitled under this Plan for service in
a specified position, as set forth in Section 6(a).