Monsanto Co/New – ‘10-K’ for 12/31/02 – EX-10.16.1

On:  Thursday, 3/13/03, at 4:47pm ET   ·   For:  12/31/02   ·   Accession #:  1068800-3-177   ·   File #:  1-16167

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Monsanto Company Form 10-K                            42    222K 
 3: EX-10.15    Non-Employee Director Equity Incentive Comp. Plan     11     44K 
 4: EX-10.16.1  Excerpt of Resolution                                  1      9K 
 5: EX-10.17    2003 Annual Incentive Plan Summary                     4     16K 
 6: EX-10.20    Form of Change-Of-Control Empl. Security Agree.       23     95K 
 7: EX-10.22.1  Amend. to Letter Agreement                             3     18K 
 8: EX-10.23    Severance and Consulting Agreement                    15     45K 
 2: EX-10.8.1   Amend. to Protocol Agreement Dated 3-3-2002            7     31K 
 9: EX-13       Portion of Annual Report                             106±   477K 
10: EX-21       Subsidiaries of the Registrant                         1      8K 
11: EX-23       Consent of Independent Auditors                        1      8K 
12: EX-24.1     Powers of Attorney                                     1     10K 
13: EX-24.2     Power of Attorney                                      1      7K 
14: EX-24.3     Power of Attorney                                      1      9K 
15: EX-99       Computation of Ratio of Earnings                       1     10K 

EX-10.16.1   —   Excerpt of Resolution

EX-10.16.1
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                                                           EXHIBIT 10.16.1

EXCERPT OF A RESOLUTION ADOPTED BY THE PEOPLE AND COMPENSATION COMMITTEE OF   
THE MONSANTO COMPANY BOARD OF DIRECTORS ON FEB. 19, 2003, AMENDING AND    
RESTATING THE MONSANTO 2000 MANAGEMENT INCENTIVE PLAN   

PEOPLE AND COMPENSATION COMMITTEE RES 03-01 - 02/19/03:                         
------------------------------------------------------                          

The People and Compensation Committee of the Board of Directors RESOLVES        
that:                                                                           

*****                                                                           

Approval of Amendment and Restatement of the Monsanto 2000 Management Incentive 
------------------------------------------------------------------------------- 
Plan                                                                            
----                                                                            

2.  The Monsanto 2000 Management Incentive Plan (the "Plan") is hereby
    amended effective as of the date hereof to: (i) change the name of
    the plan from the "Monsanto 2000 Management Incentive Plan" to the
    "Monsanto Company Long-Term Incentive Plan"; (ii) clarify that the
Board may delegate authority to a committee of the Board of   
   Directors other than the People and Compensation Committee of the
 Board of Directors; (iii) clarify that delegations of authority
under the Plan must comply with Delaware law; (iv) clarify the
wording of the prohibition on repricing of options and stock  
appreciation rights, and of the requirement that shareowners  
 approve any amendment to delete this prohibition; and (v) state
     that Plan amendments may not be made without shareowner approval if
    such approval is required by the New York Stock Exchange's listing
standards.                                                    

3.  The Chief Executive Officer of the Company, the Senior Vice       
    President, Human Resources of the Company, or either of them, upon
     advice of counsel, are hereby authorized, empowered and directed to
approve forms, terms or provisions of any agreements or other 
documents as may be necessary or appropriate to carry out and 
effectuate the purpose and intent of the foregoing resolution.

******                                                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing		Date		Other Filings
Filed on:		3/13/03		8-K,  DEF 14A
		2/19/03		3,  4,  4/A
For Period End:		12/31/02		11-K
				List all Filings