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EXHIBIT 10.16.5




MONSANTO COMPANY LONG-TERM INCENTIVE PLAN




Terms and Conditions

of this Restricted Stock Unit Grant




You have received an Award of Restricted Stock Units (the “Units”) under the
Monsanto Company Long-Term Incentive Plan (the “Plan”). The Grant Date and the
number of Units initially covered by this Award (the “Initial Number of Units”)
are set forth in the document you have received entitled “Restricted Stock
Units Statement.” The maximum number of Units that you may receive under this
Award (the “Maximum Number of Units”) is two times the Initial Number of Units.
The Restricted Stock Units Statement and these terms and conditions
collectively constitute the Award Certificate for the Units, and describe the
provisions applicable to the Units.




     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 Stock Units Statement. The “Company” means Monsanto
Company, a Delaware corporation incorporated February 9, 2000.



     2. Nature of Units. The Units represent the right to receive, in certain
circumstances, a number of Shares determined in accordance with the Restricted
Stock Units Statement and these terms and conditions. Until such time (if any)
as Shares are delivered to you, you will not have any of the rights of a common
stockholder of the Company with respect to those Shares, your rights with
respect to the Units and those Shares will be those of a general creditor of
the Company, and you may not sell, assign, transfer, pledge, hypothecate, give
away, or otherwise dispose of the Units. Any attempt on your part to dispose
of the Units will result in their being forfeited. However, you shall have the
right to receive Dividend Equivalents with respect to the Units, subject to
withholding pursuant to paragraph 6 below. “Dividend Equivalents” are cash
payments equal to the cash dividends that would have been paid to you if you
had been the record owner of a number of Shares equal to the number of Units
subject to this Award (determined in accordance with paragraph 3(c) below) on
the applicable record date. Dividend Equivalents shall be paid to you on or as
promptly as reasonably practicable following the payment date for the
corresponding cash dividends. You shall not be entitled to receive any
payments with respect to any non-cash dividends or other distributions that may
be made with respect to the Shares.



     3. Vesting of Units. (a) 162(m) Performance Goal. In order to vest in
the Maximum Number of Units or any lesser number of Units under this Award, the
162(m) Performance Goal must be met (as determined and certified by the
Committee following August 31, 2005). The “162(m) Performance Goal” is that
the Company‘s Net Income, as defined in the next sentence, must exceed zero for
the period January 1, 2004 through August 31, 2005. “Net Income” means gross
profit (i) minus (A) sales, general and administrative expenses, (B) research
and development expense, (C) amortization, (D) net interest expense, and (E)
income taxes and (ii) plus or minus other income and expense; all as reported
in the Company‘s financial statements; but excluding positive or negative
effects of (I) restructuring charges and reversals,



 









 





(II) the outcome of
lawsuits, (III) research and development writeoffs on
acquisitions, (IV) impact of liabilities and expenses related to Solutia, Inc. (V) unbudgeted
business sales and divestitures; and (VI) the cumulative effects of changes in
accounting methodology made after August 31, 2003.




     (b) EPS and Cash Flow Goals. If the Section 162(m) Performance Goal is
met, then the number of Units eligible for vesting under this Award will be
determined 50% based upon the Company’s achievement of cumulative earnings per
share (the “EPS Goal”) and 50% based upon the Company’s achievement of
cumulative cash flow (the “Cash Flow Goal” and, together with the EPS Goal, the
“Goals” and singularly, a “Goal”) for fiscal years 2004 and 2005 as compared to
the goals set forth in Exhibit A hereto. Not later than November 15, 2005, the
Committee will determine the extent to which the EPS Goal and the Cash Flow
Goal have been met and the number of Units eligible for vesting under this
Award and the number of Units to be forfeited, as follows.




Below Threshold-Level Performance: For each Goal as to which
performance is below threshold level, one-half of the Initial
Number of Units shall be forfeited.




Above Threshold-Level/Below Target Performance: For each Goal as
to which performance is above threshold level but below target
level, a number of Units shall become eligible for vesting, equal
to (i) one-half of the Initial Number of Units times (ii) the
percentage determined by interpolating between 50% and 100%, based
on the relationship between actual performance and target-level
performance for that Goal.




Target-Level Performance: For each Goal as to which target-level
performance is achieved, one-half of the Initial Number of Units
shall be eligible for vesting.




Above Target-Level Performance: For each Goal as to which greater
than target-level performance is achieved, a number of Units shall
become eligible for vesting, equal to (i) one-half of the Initial
Number of Units times (ii) the percentage determined by
interpolating between 100% and 200%, based on the relationship
between actual performance and target-level performance for that
Goal.



     (c) Number of Units; Effect of Forfeiture. From the Grant Date through
November 14, 2005, the number of Units subject to this Award shall be the
Initial Number of Units. If the 162(m) Performance Goal is not met, or if
neither of the Goals is met at the threshold level or above, all Units under
this Award will be forfeited as of November 15, 2005. Otherwise, the number of
Units subject to this Award from November 15, 2005 through August 31, 2006
shall be the number of Units (if any) that are eligible for vesting after
application of the foregoing and those Units will vest effective as of August
31, 2006, except as otherwise provided below.



     (d) Effect of Termination of Employment. If your employment terminates
before August 31, 2005 as a result of a Termination without Cause or your
Retirement, Disability or death, then effective as of August 31, 2005, a number
of Units shall vest, equal to (i) the number of Units (if any) that become
eligible for vesting, based upon the application of paragraphs (b) and (c)
above,


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times (ii) a fraction, the numerator of which is the number of days from
September 1, 2003 through your date of termination, and the denominator of which is 731. If your
employment terminates after August 31, 2005 and before August 31, 2006 as a
result of a Termination without Cause or your Retirement, Disability or death,
effective as of August 31, 2005, a number of Units subject to this Award shall
vest, equal to the number of Units (if any) that become eligible for vesting,
based upon the application of paragraphs (b) and (c) above. If your employment
terminates before August 31, 2006 for any other reason, all Units subject to
this Award shall be forfeited as of the date of your termination.




     4. Delivery of Shares. (a) Vested Units. The Company shall deliver to
you a number of Shares equal to the number of Units (if any) that vest pursuant
to this Award, subject to withholding as provided in paragraph 6 below. Such
delivery shall take place on or as promptly as reasonably practicable after
August 31, 2006, unless and to the extent a valid Deferral Election (as defined
below) applies. During any period from September 1, 2006 until such delivery
occurs, for purposes of your entitlement to Dividend Equivalents with respect
to this Award, the number of Units subject to this Award on any given date
shall be the number of such Units that have vested but with respect to which no
such delivery has yet occurred as of that date.



     (b) Deferral Elections. You shall be permitted to elect to defer
delivery of Shares with respect to the Units (if any) that vest pursuant to
this Award, in accordance with the rules set forth below and any rules and
procedures that may hereafter be adopted by the Committee or its delegee. Such
elections (“Deferral Elections”) must be made no later than August 31, 2004,
and will be irrevocable once made; provided, that any Deferral Elections that
you may have made shall become null and void upon your Termination of
Employment for any reason on or before August 31, 2006. You may make a
Retirement Election, a Date Certain Election, or both. A “Retirement Election”
means a Deferral Election pursuant to which the vested Units to which it
relates will be settled by delivery of a number of Shares equal to the number
of such vested Units, either in a lump sum or in monthly installments over a
period of up to ten (10) years, with such lump sum or the first such
installment to be delivered during the January next following the date of your
Retirement or any subsequent January. A “Date Certain Election” means a
Deferral Election pursuant to which the vested Units to which it relates will
be settled by delivery of a number of Shares equal to the number of such vested
Units, in a lump sum as soon as reasonably practicable following a specified
date (the applicable “Date Certain”), which must be later than August 31, 2006.



     (c) Settlement of Deferred Units. Any of your vested Units as to which a
Date Certain Election is in effect shall be settled in accordance with such
Date Certain Election, unless your Termination of Employment occurs before the
applicable Date Certain. Upon your Retirement after August 31, 2006, any
portion of your vested Units as to which a Retirement Election is in effect
shall be paid in accordance with that Retirement Election, and the remaining
balance (if any) of your vested Units shall be settled by delivery of Shares in
a single lump sum as soon as reasonably practicable thereafter. Upon your
Termination of Employment after August 31, 2006 for any reason other than a
Retirement, any remaining vested Units that have not yet been settled (whether
subject to a Retirement Election or a Date Certain Election) shall be settled
by delivery of Shares in a single lump sum as soon as reasonably practicable
thereafter.



     (d) Hardship Withdrawals. Upon your written request or that of your legal



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representative, the Committee may (but shall not be required to) settle all or
a portion of your
deferred vested Units by delivery of Shares on a date after August 31, 2006 but
before the date otherwise provided by the applicable Deferral Election, to the
extent the Committee determines to be necessary (i) to alleviate an
unforeseeable financial hardship to you as a result of the illness or
accidental injury of your or one of your dependents, a casualty loss of
property not fully covered by insurance, or other similar financial hardship
caused by unforeseeable circumstances beyond your control or (ii) as a result
of your total and permanent disability.




     (e) Fractional Shares. Whenever any Units are to be settled in
installments, the number of Units in any given installment shall be rounded to
the nearest whole number to avoid a requirement to deliver a fractional share.



     5. Change of Control. Upon the occurrence of a Change of Control,
notwithstanding any other provision of this Award Certificate other than
paragraph 6, the number of Units subject to this Award shall vest in full and
be settled by delivery of Shares to you in a single lump sum. For this
purpose, (a) the number of Units subject to this Award shall be determined
pursuant to paragraph 3(c) above as of the date of such Change of Control,
except that if the date of the Change of Control is after August 31, 2005 and
before November 15, 2005, the adjustments to the number of Units pursuant to
paragraphs 3(a) and (b) shall apply effective as of the date of such Change of
Control, and (b) if you have had a Termination of Employment before the date of
such Change of Control, the provisions of paragraph 3(d) shall also apply.



     6. Withholding. Notwithstanding any other provision of this Award
Certificate, your right to receive Dividend Equivalents and to receive Shares
in settlement of any Units is subject to withholding of all taxes that are
required to be paid or withheld in connection with the payment of those
Dividend Equivalents or the delivery of those Shares. With respect to the
delivery of Shares, you must make arrangements satisfactory to the Company for
the payment of any such taxes. 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, such tax withholding may be
satisfied by (i) cash or check, (ii) delivery of previously owned Shares, or
(iii) withholding by the Company of Shares that would otherwise be delivered to
you in settlement of such Units. No more than the minimum required withholding
will be permitted under clauses (ii) and/or (iii) of the preceding sentence.



     7. 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.



     8. 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.



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



     10. Plan Interpretation. This Award Certificate is subject to the
provisions of the Plan, and all of the provisions of the



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Plan are hereby
incorporated into this Award Certificate as
provisions of the Units. 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 and governing law, 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 Units in the event of a corporate transaction, and (d) make
all other determinations necessary or advisable for the administration of the
Plan.





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