MONSANTO CO /NEW/
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<TYPE>EX-10
<SEQUENCE>3
<FILENAME>b10q04ex10-16.txt
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                                                                 EXHIBIT 10.16.1

                             FIRST AMENDMENT TO THE
                    MONSANTO COMPANY LONG-TERM INCENTIVE PLAN
                  AS AMENDED AND RESTATED AS OF APRIL 24, 2003
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         The Monsanto Company Long-Term Incentive Plan, as amended and restated
as of April 24, 2003 (the "Plan"), is hereby amended as set forth below:

         1. Section 2.29 of the Plan is hereby amended to read in its entirety
as follows:

          "Qualified  Performance-Based  Awards"  means (i) Options,  (ii) Stock
          Appreciation Rights, and (iii) all other Awards that are designated as
          such pursuant to Section 13.1.

         2. Section 5.4 of the Plan is hereby amended to read in its entirety as
follows:

          5.4 Forfeitures,  Etc. If any Award is forfeited,  any Option (and the
          related Stock  Appreciation  Right, if any) or any Stock  Appreciation
          Right not related to an Option  terminates,  expires or lapses without
          being  exercised,  or any Stock  Appreciation  Right is exercised  for
          cash,  the Shares  subject to such Awards  that are, as a result,  not
          delivered to the Participant  shall again be available for delivery in
          connection  with  Awards.  If the  Exercise  Price  of any  Option  is
          satisfied  by  delivering  Shares to the  Company  (by  either  actual
          delivery or by  attestation)  at any time before April 24, 2012 or, if
          later,  the tenth  anniversary  of the most  recent  date on which the
          stockholders  of the Company  approved this Incentive Plan as required
          by the  listing  standards  of the New York Stock  Exchange,  only the
          number of Shares  issued net of the Shares  delivered  or  attested to
          shall be deemed  delivered  for  purposes of  determining  the maximum
          number of Shares available for delivery  pursuant to Awards other than
          Incentive  Options under this Incentive Plan. To the extent any Shares
          subject to an Award are not  delivered to a  Participant  because such
          Shares are used to satisfy an applicable tax  withholding  obligation,
          such Shares shall again be available for delivery in  connection  with
          Awards;  provided, in the case of such Shares that had previously been
          delivered  to the  Participant,  such  withholding  takes place before
          April 24, 2012 or, if later, the tenth  anniversary of the most recent
          date on which the  stockholders of the Company approved this Incentive
          Plan as  required  by the  listing  standards  of the New  York  Stock
          Exchange.

         3. There is added to the Plan a new Section reading in its entirety as
follows:

          13. Qualified Performance-Based Awards

          13.1. Designation of Qualified Performance-Based Awards. When granting
          any Award under this Plan, other than an Option or Stock  Appreciation
          Right,   the  Committee  may  designate  such  Award  as  a  Qualified
          Performance-Based  Award,  based  upon a  determination  that  (i) the
          recipient  is or may be a "covered  employee"  (within  the meaning of
          Section  162(m)(3) of the Code) with  respect to such Award,  and (ii)
          the  Committee  wishes such Award to qualify  for the  Section  162(m)
          Exemption.

          13.2.   Special   Rules  for   Qualified   Performance-Based   Awards.
          Notwithstanding  any other  provision  of this  Plan,  each  Qualified
          Performance-Based  Award  shall be  earned,  vested  and  payable  (as
          applicable)  only  upon  the  achievement  of  one or  more  Qualified
          Performance  Goals (as defined in Section 13.3 below), as certified by
          the Committee, together with the satisfaction of any other conditions,
          such as continued  employment,  as the  Committee  may determine to be
          appropriate;  provided that (i) the  Committee may provide,  either in
          connection  with the grant  thereof or by amendment  thereafter,  that
          achievement  of such Qualified  Performance  Goals will be waived upon
          the death or Disability of the Grantee, (ii) the provisions of Section
          12.17  shall  apply  notwithstanding  this  Section  13, and (iii) the
          Committee  may reserve the right,  in  connection  with the grant of a

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          Qualified  Performance-Based Award, to exercise negative discretion to
          determine  that the  portion of such  Award  actually  earned,  vested
          and/or  payable (as  applicable)  shall be less than the portion  that
          would be earned,  vested and/or payable based solely upon  application
          of the applicable Qualified  Performance Goals. Except as specifically
          provided in the  preceding  sentence,  no Qualified  Performance-Based
          Award may be amended, nor may the Committee exercise any discretionary
          authority  it may  otherwise  have under  this Plan with  respect to a
          Qualified  Performance-Based  Award under this Plan,  in any manner to
          waive the achievement of the applicable Qualified Performance Goals or
          to increase the amount payable  pursuant thereto or the value thereof,
          or   otherwise   in  a  manner   that   would   cause  the   Qualified
          Performance-Based  Award to cease to qualify  for the  Section  162(m)
          Exemption.

          13.3 Definition and Establishment of Qualified  Performance Goals. The
          term "Qualified  Performance Goal" means any of the following measures
          as applied to the Company as a whole or to any Subsidiary, division or
          other unit of the Company:  cash flow, earnings per share, net income,
          net profit,  sales,  return on assets,  return on  capital,  return on
          equity,   or  shareholder   return.   The   achievement  of  Qualified
          Performance  Goals may be determined  without  regard to the effect of
          specified  unusual  events,  such  as  restructuring  charges  and the
          cumulative  effect of  accounting  changes  required  under  generally
          accepted  accounting  principles,  as  determined  by the Committee in
          connection with the  establishment  of such Goals. The Committee shall
          establish  the  Qualified  Performance  Goal or Goals  applicable to a
          Qualified  Performance-Based  Award within the time period required by
          the Section 162(m) Exemption.

         4. There is added to the Plan a new Section reading in its entirety as
follows:

          14.  Restricted  Stock Units. The Awards of Shares that may be granted
          pursuant to Section 10 include,  without limitation,  Restricted Stock
          Units,  which shall be considered an Award of Shares under Section 10.
          Restricted  Stock Units  represent the right to receive  Shares in the
          future,  at  such  times,  and  subject  to  such  conditions,  as the
          Committee  shall  determine.  A participant to whom  Restricted  Stock
          Units are awarded shall have no rights as a  shareholder  with respect
          to the Shares  represented  by the  Restricted  Stock Units unless and
          until Shares are actually  delivered to the  participant in settlement
          thereof. However,  Restricted Stock Units may have Dividend Equivalent
          rights under Section 11.1, if so determined by the Committee.

         5. This First Amendment shall be effective upon its approval by the
stockholders of the Company.

         6. The Plan is otherwise ratified and confirmed without amendment.



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