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EXHIBIT 10.17




AMENDED AND RESTATED

MONSANTO COMPANY DEFERRED PAYMENT PLAN




                    1.       NAME OF PLAN. This plan shall be known as the “The Monsanto Company
Deferred Payment Plan” and is hereinafter referred to as this “Plan.”



                    2.       PURPOSES OF PLAN. The purposes of this Plan are to enable Monsanto
Company, a Delaware corporation (the “Company”), and its Subsidiaries to retain
qualified individuals to serve as employees by providing a means for them to
elect to defer payment of certain compensation on a pre-tax basis.



                    3.       EFFECTIVE DATE. This Plan was originally effective September 1, 2000.
This Plan as amended and restated shall be effective as of January 1, 2004 (the
“Effective Date”).



                    4.       DEFINITIONS. The following terms shall have the meanings set forth
below:



                    “Beneficiaries” has the meaning set forth in Section 8.



                    “Beneficiary Designation” has the meaning set forth in Section 8.



                    “Board” means the Board of Directors of the Company.



                    “Cash Account” means that portion of the Deferral Account that is credited
monthly with interest credits at the Interest Rate.



                    “Committee” means the People Committee or the Internal People Committee,
as the context may require, as more fully set forth in Section 9.



                    “Company” has the meaning set forth in Section 2.



                    “Daily Closing Price” means, for any given date, the last reported
per-share sales price for a Share during normal business hours on the New York
Stock Exchange for the immediately preceding trading date, as reported by The
Wall Street Journal.



                    “Date Certain” has the meaning set forth in Section 7(a).



                    “Date Certain Election” has the meaning set forth in Section 7(a).



                    “Deferral Account” means a bookkeeping account maintained by the Company
for a Participant in accordance with Section 6, representing the amount the
Participant is entitled to receive pursuant to this Plan. The “Deferral
Account” is made up of both a “Cash Account” and a “Stock Unit Account.”



                    “Deferral Election” means an election by a Participant to defer some or
all of his or her Eligible Compensation under this Plan.



                    “Deferred Compensation” means any Eligible Compensation that a Participant
elects to defer in accordance with this Plan.



 









 





                    “Delivery Election” means an election by a Participant as to the time or
times at which the balance in his or her Deferral Account will be distributed
to the Participant.



                    “Eligible Compensation” means such portion or categories of the cash
compensation payable to an Eligible Employee by the Company or any of its
Subsidiaries under the Company’s Annual Incentive Plan or other cash
compensation as the Committee shall determine from time to time; provided, that
Eligible Compensation shall exclude the amount necessary to satisfy the tax
withholding obligations of the Company and its Subsidiaries with respect to
Deferred Compensation if such obligation is not otherwise satisfied by the
Eligible Employee.



                    “Eligible Employee” means an employee of the Company or any of its
Subsidiaries who (i) is designated by the Company as having an M05
classification or above and is a either a citizen of the United States residing
in the United States or an employee permanently assigned to the United States
or (ii) is designated by the Committee as an Eligible Employee.
Notwithstanding the foregoing, the Committee may from time to time determine to
exclude any such individual from the definition of “Eligible Employee”.



                    “Executive Participant” means a Participant who is subject to the
Company’s Stock Ownership Requirements.



                    “Fair Market Value” means, for any given date, the average of the highest
and lowest per-share sales prices for Shares during normal business hours on
the New York Stock Exchange for the immediately preceding trading date, as
reported by such source as the Committee may select.



                    “Internal People Committee” means the Monsanto Company Internal People
Committee.



                    “Interest Rate” for a calendar year means the average Moody’s Baa Bond
Index Rate in effect during the prior calendar year, or such other rate as may
specified by the People Committee from time to time.



                    “Matching Contribution Equivalents” means an amount equivalent to that
portion of the benefit which would have been payable to or contributed on
behalf of a Participant by the Company under the provisions of the Monsanto
Company Savings and Investment Plan or the Monsanto Company ERISA Parity
Savings and Investment Plan, as the case may be, but for a Participant’s
election to defer all or a portion of his Eligible Compensation attributable to
the Annual Incentive Plan under this Plan.



                    “Participant” means each Eligible Employee who has made a Deferral
Election and each employee of the Company and its Subsidiaries who made a Prior
Election and whose participation in the Prior Plan was transferred to this
Plan.



                    “Payment Date” for any particular Deferred Compensation means the date it
would otherwise have been paid, if it had not been subject to a Deferral
Election or a Prior Election, as applicable.



                    “People Committee” means the People and Compensation Committee of the
Board.



                    “Plan” has the meaning set forth in Section 1.



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                    “Prior Election” means an election made by a Participant under the Prior
Plan to defer all or a portion of his or her compensation payable by Pharmacia
Corporation in accordance with the Prior Plan. Each Participant’s deferral
election in effect under the Prior Plan shall be deemed a valid deferral
election under this Plan and subject to the terms and conditions of this Plan.



                    “Prior Plan” means the Deferred Payment Plan maintained by Pharmacia
Corporation for any year prior to and including 2000.



                    “Retirement” of a Participant means the Participant’s Termination of
Employment after the Participant has reached age 50.



                    “Retirement Election” has the meaning set forth in Section 7(a).



                    “Section” means a section of this Plan.



                    “Share” means a share of the Company’s common stock, $.01 par value.



                    “Stock Ownership Requirements” means the Monsanto Company Executive and
Director Stock Ownership Requirements as the same may be amended from time to
time.



                    “Stock Unit” means a hypothetical credit representing one Share.



                    “Stock Unit Account” means that portion of the Deferral Account that is
measured by the performance of Shares.



                    “Subsidiary” means (i) any corporation, partnership, joint venture,
limited liability company, or other entity or enterprise of which the Company
owns or controls, directly or indirectly, 50% or more of the outstanding shares
of stock normally entitled to vote for the election of directors, or of
comparable equity participation and voting power, and (ii) any other entity
designated by the Committee as a Subsidiary.



                    “Termination Date” for a Participant means the date such Participant
experiences a Termination of Employment for any reason.



                    “Termination of Employment” of a Participant occurs when the Participant
is no longer either an employee of the Company or any of its Subsidiaries,
including without limitation because the entity that employs the Participant
has ceased to be a Subsidiary.



                    “United States” means the fifty states of the United States of America



                    5.       DEFERRAL ELECTIONS. Each Eligible Employee shall be permitted to elect
to participate in this Plan by making a Deferral Election in accordance with
such procedures and subject to such limitations as may be established by the
Committee from time to time. When making a Deferral Election, a Participant
must elect in writing, upon a form provided by the Committee or its delegate,
whether the Deferred Compensation subject to the Deferral Election will be
credited to the Participant’s Cash Account or the Participant’s Stock Unit
Account, or a combination of both, and must make a Delivery Election applicable
to that Deferred Compensation in accordance with Section 7. If an Eligible
Employee makes a Deferral Election but fails to elect whether the Deferred
Compensation subject to the Deferral Election shall be credited to the



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Participant’s Cash Account and/or Stock Unit Account, such Deferred
Compensation shall be credited to the Participant’s Cash Account.




                    6.        DEFERRAL ACCOUNTS.



                              (a)       In General. The Company shall maintain a Deferral Account for each
Participant, which shall be subdivided into a Cash Account and a Stock Unit
Account; provided, that the balance of each Participant’s Deferral Account as
of the Effective Date shall be considered to be invested in the Cash Account.
Each such Account shall be credited as of the relevant Payment Date with the
amounts of all Deferred Compensation, including to the extent applicable
Deferred Compensation pursuant to a Prior Election. Each Participant’s
Deferral Account shall be reduced by the amounts of all distributions as and
when they are made pursuant to Section 7.



                              (b)       Cash Account. Each Participant’s Cash Account shall be credited
monthly with interest equivalents on the balance therein at the Interest Rate,
as in effect from time to time.



                              (c)       Stock Unit Account. Whenever Deferred Compensation is credited to a
Participant’s Stock Unit Account, such Deferred Compensation shall be converted
to a number of Stock Units equal to the amount of such Deferred Compensation
divided by the average of the Fair Market Value of one Share for each of the
ten consecutive trading days ending on the trading day immediately preceding
the Payment Date. Whenever an ordinary cash dividend is paid, the Cash Account
of each Participant who has a Stock Unit Account shall be credited with an
amount of cash equal to (i) the number of Stock Units in the Participant’s
Stock Unit Account as of the record date of the dividend or other distribution
multiplied by (ii) the per-share cash amount of such dividend.



                              (d)       Investment Election. The Committee shall establish rules and
procedures to allow each Participant to elect, during an annual election period
that shall be specified from time to time by the Committee, to have amounts
credited to his or her Cash Account moved to his or her Stock Unit Account and
vice versa. Notwithstanding the foregoing, an Executive Participant must
receive prior written approval from both the Chief Executive Officer and
General Counsel of the Company to transfer deferred amounts from his or her
Stock Unit Account to his or her Cash Account if such transfer would decrease
the Executive Participant’s ownership level below the Company’s Stock Ownership
Requirements; provided, that if the Executive Participant in question is the
Chief Executive Officer or the General Counsel, the Executive Participant must
receive the prior written approval to make such transfer from the Chief
Financial Officer of the Company as well as that of the General Counsel or the
Chief Executive Officer, as applicable.



                              (e)       Matching Contribution Equivalents. A Participant’s Deferral Account
shall be credited with Matching Contribution Equivalents to the extent such
Participant’s Deferred Compensation which relates to Eligible Compensation
payable under the Annual Incentive Plan would have been eligible for a Company
matching contribution under the Monsanto Company Savings and Investment Plan or
the Monsanto Company ERISA Parity Savings and Investment Plan. Matching
Contribution Equivalents shall be credited, as of the date the relevant
matching contribution would have been paid to the trustee under the Monsanto
Company Savings and Investment Plan or the Monsanto Company ERISA Parity
Savings and Investment Plan, as applicable, to the Participant’s Cash Account
or Stock Unit Account, or a combination thereof, in



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accordance with the manner
in which the Deferred Compensation to which it relates is credited in
accordance with Section 5.




                    (f)       No Fractional Shares. Notwithstanding any other provision of this
Plan, only full Stock Units may be credited to a Participant’s Stock Unit
Account, and any amounts that would otherwise be credited as a fractional Stock
Unit shall instead be credited to (or remain in) the Participant’s Cash
Account.



                    7.       DISTRIBUTIONS OF ACCOUNT BALANCES.



                              (a)        Delivery Elections.




                                  (i)       Timing of Deliveries. Each time a Participant makes an election
to defer Eligible Compensation, he or she shall be provided the
opportunity to make a Delivery Election in accordance with procedures
established by the Committee. Each such Delivery Election shall specify
whether it is a Retirement Election or a Date Certain Election, which
will determine (except to the extent otherwise set forth in this Section
7) the time or times at which the Deferred Compensation to which it
relates, together with the interest and/or dividend equivalents credited
thereto, shall be delivered. A “Retirement Election” means an election
to have such delivery occur following the Participant’s Retirement, as
more fully described below. Each Retirement Election shall also specify
whether deliveries pursuant to such Delivery Election shall be made in a
lump sum or in installments, as
more fully explained below, and whether such lump sum shall be paid,
or such installments shall begin, during the January next following the
date of the Participant’s Termination Date on account of his or her
Retirement or any subsequent January. A “Date Certain Election” means an
election to have such delivery occur as promptly as practicable following
a specified date (the applicable “Date Certain”), which must be later
than the date on which the Deferred Compensation that is deferred would
have been paid in full if no Deferral Election had been made. Once made,
Delivery Elections shall be irrevocable.




                                  (ii)       Form of Deliveries. A Participant who becomes entitled to
receive delivery of his or her Stock Unit Account pursuant to a Date
Certain Election or a Retirement Election shall be permitted to elect, in
connection with such delivery, and in accordance with procedures
established by the Committee, to take such delivery (A) in the form of
Shares equal to the number of Stock Units in the Participant’s Stock Unit
Account, or (B) in the form of a cash payment equal to the number of
Stock Units in the Participant’s Stock Unit Account multiplied by the
Daily Closing Price of one Share as of (I) in the case of delivery
pursuant to a Retirement Election, the Termination Date, and (II) in the
case of delivery pursuant to a Date Certain Election, the applicable Date
Certain. If the Participant fails to make such an election, any delivery
pursuant to a Date Certain Election shall be made in the form of Shares
and any delivery pursuant to a Retirement Election shall be made in cash.
Deliveries from a Cash Account, deliveries upon the death of the
Participant, and deliveries upon Termination of Employment other than a
Retirement shall always be made in cash (with any Stock Units being
converted to a cash equivalent based on the Daily Closing Price of Shares
on the Participant’s Termination Date or date of death, as applicable).
In the case of cash payments pursuant to a Retirement Election, the Participant



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shall also receive interest on the amount of each cash
payment at the applicable Interest Rate from the Termination Date through
the date of payment.




                                  (iii)       Amounts that are deferred under this Plan pursuant to a Prior
Election shall be treated as subject to a Retirement Election or a Date
Certain Election, as specified in the Prior Election.




                        (b)       Payment of Accounts. Any portion of a Participant’s Deferral Account
as to which a Date Certain Election is in effect shall be paid in accordance
with such Date Certain Election, unless the Participant’s Termination Date
occurs before the applicable Date Certain. Upon a Participant’s Retirement,
any portion of his or her Deferral Account as to which a Retirement Election is
in effect shall be paid in accordance Section 7(a) above relating to any such
Retirement Election, and the remaining balance (if any) of his or her Deferral
Account shall be paid in a single lump sum in cash as soon as reasonably
practicable following the Termination Date. Upon a Participant’s Termination
of Employment other than a Retirement, the entire balance of his or her
Deferral Account (whether subject to a Retirement Election or a Date Certain
Election) shall be paid in a single lump sum, in cash, as soon as reasonably
practicable following the Termination Date.




                        (c)       Death of Participant. Notwithstanding anything in this Plan to the
contrary, if a Participant dies before his or her entire Deferral Account has
been paid, the remaining balance thereof shall be paid to his or her
Beneficiaries as soon as practicable in cash (with any Stock Units being
converted to a cash equivalent based on the Daily Closing Price on the
Participant’s date of death).




                        (d)       Hardship Withdrawals. Upon the written request of a Participant or a
Participant’s legal representative, the Committee may (but shall not be
required to) distribute, in the form of a cash payment, all or a portion of the
Participant’s Deferral Account, to the extent it determines to be necessary (i)
to alleviate an unforeseeable financial hardship to the Participant as a result
of the illness or accidental injury of the Participant or a dependent of the
Participant, a casualty loss of property not fully covered by insurance, or
other similar financial hardship caused by unforeseeable circumstances beyond
the control of the Participant or (ii) as a result of the Participant’s total
and permanent disability. Notwithstanding any other provision of this Plan,
(A) before making a distribution pursuant to this Section 7(d), the Committee
shall first cancel any outstanding Deferral Election that the Participant has
made with respect to Eligible Compensation for which the Payment Date has not
yet occurred, and shall take such cancellation into account in determining
whether and to what extent to make a such a distribution, and (B) a Participant
who receives such a distribution shall not be permitted to make another
Deferral Election until at least one year has elapsed from the date of such
distribution. To the extent any cash payment needed for a hardship withdrawal
is derived from a Participant’s Stock Unit Account, the value of the Stock
Units in the Participant’s Stock Unit Account shall be determined based upon
the Daily Closing Price as of the date the Committee grants the hardship
withdrawal request.



                    8.       BENEFICIARIES. Participants shall be provided with the opportunity to
designate, in accordance with such procedures and subject to such limitations
as may be established by the Committee from time to time, the person or persons
(“Beneficiaries”) who will receive distributions of his or her interests in
this Plan upon the death of the Participant (a “Beneficiary Designation”).
Once made, a Beneficiary Designation may be superseded by another Beneficiary



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Designation. In the case of multiple Beneficiary Designations, the most recent
valid Beneficiary Designation in effect as of the date of death shall be
controlling. If a Participant does not have a valid Beneficiary Designation in
effect as of the date of his or her death, his or her Beneficiary shall be his
or her estate.




                    9.       ADMINISTRATION; AMENDMENT AND TERMINATION.



                              (a)       The Internal People Committee shall have full authority to establish,
amend and rescind rules and regulations relating to this Plan and administer
this Plan with respect to all Participants, generally. Unless otherwise set
forth to the contrary herein, this Plan and the rules and regulations hereunder
shall be construed and interpreted by the Internal People Committee, or, to the
extent necessary or appropriate in view of Sections 16(a) and 16(b) of the
Securities Exchange Act of 1934 by the People Committee. The Committee may delegate any of its authority, duties and responsibilities
under this Plan to any other person. Any such delegation shall be in writing
and shall specify the identity of the delegate and the responsibilities
delegated to such person.



                              (b)       The People Committee may from time to time make such amendments to
this Plan as it may deem proper and in the best interest of the Company, and it
may terminate this Plan at any time; provided, that no such amendment or
termination shall, without the consent of the affected Participant, reduce the
amounts that have credited to any Deferral Account before such amendment or
termination is approved by the People Committee or accelerate or delay the
payment of such amounts.



                              (c)       Notwithstanding any other provision of this Plan, the Committee may
make such amendments to this Plan, to any procedures established under this
Plan, and to any Deferral Election or Delivery Election hereunder, as it may
determine to be necessary to comply with any applicable law, regulation or
requirement, including without limitation wage controls or guidelines. Such
amendments need not apply uniformly to all Participants.



                    10.       MISCELLANEOUS.



                              (a)       Nothing contained in this Plan, or in any election form, booklet,
summary plan description, prospectus or other document relating to, describing
or referring to this Plan, shall be deemed to confer on any Eligible Employee
or Participant the right to continue as an employee of the Company or any of
its Subsidiaries, or affect the right of the Company and its Subsidiaries to
terminate the employment of any such person for any reason.



                              (b)       The Company shall have the right to withhold from all payments
pursuant to this Plan all taxes required by applicable law to be withheld.
Without limiting the generality of the foregoing, the Committee shall establish
procedures for implementing such withholding by the withholding of Shares that
are otherwise distributable pursuant to this Plan.



                              (c)       This Plan and any actions taken hereunder shall be governed by, and
construed in accordance with, the laws of the State of Delaware, without regard
to the application of the conflicts of laws provisions thereof. Titles and
headings to Sections are for purposes of reference only, and shall in no way
limit, define or otherwise affect the meaning or interpretation of this Plan.



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                              (d)       It is presently intended that this Plan shall be unfunded. The
Company shall not be required to establish any special or separate fund or to
make any other segregation of assets to assure the payment of amounts credited
to Deferral Accounts under this Plan, and Participants shall at all times be
general creditors of the Company with respect to such amounts.



                              (e)       The rights and obligations under this Plan and any related documents
shall inure to the benefit of, and shall be binding upon, the Company, its
successors and assigns, and the Participants and their Beneficiaries. Except
as provided in Section 7(c) hereof regarding the death of a Participant, no
bonus commitment, unpaid bonus award or any amount deferred shall be pledged or
transferred. If any Participant makes such a pledge or transfer in violation
of this Plan, any obligation of the Company under this Plan to that Participant
shall terminate.



                              (f)       The costs and expenses of administering this Plan shall be borne by
the Company, and shall not be charged to any Deferral Account or to any
Participant or Beneficiary.



                              (g)       In the event of any extraordinary or non-cash dividend, any change in
corporate capitalization such as a stock split, any corporate transaction such
as a merger, consolidation, separation, spin off, or other distribution of
stock or property of the Company, any reorganization (whether or not such
reorganization comes within the definition of reorganization in Section 368 of
the Code), or any partial or complete liquidation of the Company, then
notwithstanding any other provision of this Incentive Plan, the People
Committee may (1) make appropriate substitution or adjustments in the number
and kind of Shares represented by Stock Unit Accounts, (2) substitute
securities of another entity for the Shares represented by Stock Unit Accounts,
(3) convert Stock Unit Accounts to Cash Accounts based upon the value of the
Shares as of a date determined by the People Committee, (4) credit appropriate
dividend equivalent or similar amounts to Cash Accounts or Stock Unit Accounts,
and/or (5) make such other equitable substitutions, adjustments and/or
amendments to Stock Unit Accounts, Cash Accounts and this Plan as it may
determine to be appropriate.




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