As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/03/04  Monsanto Co/New                   10-K¶       8/31/04   16:1.8M                                   Bowne Boc/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.58M 
16: COVER     ¶ Comment-Response or Cover Letter to the SEC         HTML      3K 
 2: EX-10.16.2  Form of Terms and Conditions of Option Grant        HTML     20K 
 3: EX-10.16.3  Form of Terms and Conditions of Restricted Stock    HTML     15K 
                          Grant                                                  
 4: EX-10.16.4  Form of Terms and Conditions of Restricted Stock    HTML     25K 
                          Unit Grant                                             
 5: EX-10.16.5  Form of Terms and Conditions of Restricted Stock    HTML     26K 
                          Unit Grant                                             
 6: EX-10.17    Amended and Restated Deferred Payment Plan          HTML     38K 
 7: EX-10.19    Fiscal Year 2005 Annual Incentive Plan Summary      HTML     24K 
 8: EX-10.21    Monsanto Company Executive Health Management        HTML     16K 
                          Program                                                
 9: EX-21       Subsidiaries of the Registrant                      HTML      9K 
10: EX-23.1     Consent of Independent Registered Public Acct.      HTML      9K 
                          Firm                                                   
11: EX-23.2     Consent of Independent Registered Public Acct.      HTML      9K 
                          Firm                                                   
15: EX-99       Computation of Ratio of Earnings to Fixed Charges   HTML     20K 
12: EX-31.1     CEO Certification                                   HTML     13K 
13: EX-31.2     CFO Certification                                   HTML     13K 
14: EX-32       Section 1350 Certifications                         HTML     10K 

EXHIBIT 10.16.3

MONSANTO COMPANY LONG-TERM INCENTIVE PLAN

Terms and Conditions
Restricted Shares Grant
to

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 forfeited before vesting, then (i) you shall not be entitled to any Dividends for which the record date is after the day after such forfeiture occurs, and (ii) from and after the day after such forfeiture occurs, you shall no longer have any other rights as a stockholder with respect to the Restricted Shares.

     3. Vesting. The Restricted Shares shall vest [on the third anniversary of the Grant Date / in five equal annual installments on each of the first five anniversaries of the Grant Date], subject to Sections 4 and 5 below.

     4. Termination of Service. (a) If you incur a voluntary Termination of Service at a time when all of the Restricted Shares have not yet become vested, all of the Restricted Shares that have not yet vested and any rights you may have under this Award Certificate shall immediately be forfeited.

        (b) If you experience a Termination for Cause, all Restricted Shares, whether vested or not, shall immediately be forfeited.

        (c) If you experience an involuntary Termination of Service other than a Termination for Cause, or a Termination of Service as a result of death or Disability (as determined by the

 

Committee) at a time when all of the Restricted Shares have not yet become vested, the remaining unvested Restricted Shares shall become vested as to a percentage equal to (i) the number of completed months included in the period from the Grant Date through the date of your Termination of Service, divided by (ii) 36.

     5. Withholding. (a) In order for Restricted Shares to be released from restrictions when they vest, you must make arrangements satisfactory to the Company for the payment of any taxes that are required to be paid or withheld in connection with the vesting of the Restricted Shares.

     If you make an election under Section 83(b) of the Code to be taxed on the Restricted Shares upon receiving them, you must notify the Company within 10 days after making such election, and you must make arrangements satisfactory to the Company for the payment of any taxes that are required to be paid or withheld as a result of your election. If you fail to comply with the preceding sentence, then notwithstanding any other provision of this Award Certificate, you will forfeit a number of the Restricted Shares sufficient to satisfy the minimum required withholding, as determined by the Committee in its sole discretion.

        (b) While the Company reserves the right to modify the methods of tax withholding that it deems acceptable, as of the time that this Award Certificate is being delivered to you, tax withholding may be satisfied by (i) cash or check, (ii) delivery of previously owned Shares, or (iii) retention, sale to a third party or cancellation by the Company of Restricted Shares that are vesting. No more than the minimum required withholding will be permitted using Shares.

     6. No Right to Continued Employment or Service. This Award Certificate shall not limit or restrict the right of the Company or any Affiliate to terminate your employment or service at any time or for any reason.

     7. Effect of Award Certificate; Severability. This Award Certificate shall be binding upon and shall inure to the benefit of any successor of the Company. The invalidity or enforceability of any provision of this Award Certificate shall not affect the validity or enforceability of any other provision of this Award Certificate.

     8. Amendment. The terms and conditions of this Award Certificate may not be amended in a manner adverse to you without your consent.

     9. Plan Interpretation. This Award Certificate is subject to the provisions of the Plan, and all of the provisions of the Plan are hereby incorporated into this Award Certificate as provisions of the Restricted Shares. If there is a conflict between the provisions of this Award Certificate and the Plan, the provisions of the Plan govern. If there is any ambiguity in this Award Certificate, any term that is not defined in this Award Certificate, or any matters as to which this Award Certificate is silent, the Plan shall govern, including, without limitation, the provisions of the Plan addressing construction, governing law, and the consequences of a Change of Control as well as the powers of the Committee, among others, to (a) interpret the Plan, (b) prescribe, amend and rescind rules and regulations relating to the Plan, (c) make appropriate adjustments to the Restricted Shares to reflect non-United States laws or customs or in the event of a corporate transaction, and (d) make all other determinations necessary or advisable for the administration of the Plan.