exv10w16w1






EXHIBIT 10.16.1




AMENDMENT NO. 1

TO THE

MONSANTO COMPANY DEFERRED PAYMENT PLAN

(Amended and Restated Effective December 8, 2008)




     WHEREAS, Monsanto Company (“Company”) previously adopted the Monsanto Company Deferred Payment
Plan (Amended and Restated Effective December 8, 2008) (the “Plan”); and



     WHEREAS, the Company, acting through the Internal People Committee or its delegate, has
reserved the right to amend the Plan pursuant to Section 9 thereof; and



     WHEREAS, the Company wishes to amend the Plan (i) to provide special deferral rules for
participants entering into change of control agreements with the Company, consistent with the
requirements of section 409A of the Internal Revenue Code, and (ii) to specify the matching
contribution rate that applies to deferrals under the Plan;



     NOW, THEREFORE, effective as of August 27, 2009, the Plan shall be amended as follows:



     1. The definition of “Deferred Compensation” in Section 4 of the Plan shall be amended by
deleting the phrase “a Participant elects to defer” contained therein and replacing it with the
phrase “is deferred.”



     2. The definition of “Matching Contribution Equivalents” in Section 4 of the Plan shall be
amended to read as follows:




     ““Matching Contribution Equivalents” means each of the following: (a)
60 percent of the amount of a Participant’s Deferred Compensation for a year
that is not in excess of seven percent of Eligible Compensation; and (b) the
product of the Discretionary Percentage determined by the Company under the
SIP Plan for the year and the Participant’s Deferred Compensation for the
year that is not in excess of 10 percent (or such other percentage
determined by the Company under the SIP Plan for the year) of Eligible
Compensation. Such matching amounts shall be determined without regard to
the Participant’s deferral rate under the Monsanto Company Savings and
Investment Plan or the Monsanto Company ERISA Parity Savings and Investment
Plan.”



     3. The definition of “Payment Date” in Section 4 of the Plan shall be amended by deleting the
phrase “if it had not been subject to a Deferral Election” at the end thereof and replacing it with
the phrase “if not subject to deferral under this Plan.”



     4. The following new terms and definitions shall be added in the appropriate places, based on
alphabetical ordering, in Section 4 of the Plan:




     ““Automatic Deferral Compensation” means (a) in the case of a
Participant who first becomes a Change of Control Participant in 2009, the
Participant’s Eligible Compensation paid in 2010 and (b) in the case of a



 









 







Participant who first becomes a Change of Control Participant in a year
after 2009, the Participant’s Eligible Compensation paid in the period
beginning on the date on which the Participant first becomes a Change of
Control Participant and ending on the last day of the next following year
(e.g., if a Participant becomes a Change of Control Participant on November
1, 2010, the Participant’s Automatic Deferral Compensation shall include his
Eligible Compensation paid in the period beginning on November 1, 2010 and
ending on December 31, 2011).”




     ““Automatic Deferral Rate” means the following deferral rate (which may
based on a percentage and/or dollar amount): (a) in the case of a
Participant who first becomes a Change of Control Participant in 2009, the
deferral rate that applied with respect to the Participant’s Eligible
Compensation paid in 2009; and (b) in the case of a Participant who first
becomes a Change of Control Participant in a year after 2009, the deferral
rate that applied with respect to the Participant’s Eligible Compensation
paid in the year immediately prior to the year in which the Participant
became a Change of Control Participant.”




     ““Automatic Delivery Date” means the following time or times (which
shall be determined in accordance with the applicable Date Certain Election
or Retirement Election, as the case may be): (a) in the case of a
Participant who first becomes a Change of Control Participant in 2009, the
time or times at which the Participant’s Deferred Compensation for 2009 is
scheduled to be paid; and (b) in the case of a Participant who first becomes
a Change of Control Participant in a year after 2009, the time or times at
which the Participant’s Deferred Compensation for the year immediately prior
to the year in which the Participant became a Change of Control Participant
is scheduled to be paid, subject, in each case, to the provisions of Section
7.”




     ““Change of Control Participant” means a Participant who enters into a
Change of Control Employment Security Agreement with the Company.”



     5. Section 5 of the Plan shall be amended by substituting “August” for “December” in the third
sentence thereof.



     6. Section 5 of the Plan shall be further amended by adding the following new paragraph at the
end thereof:




     “Notwithstanding anything in the foregoing to the contrary, in the case
of a Participant who first becomes a Change of Control Participant in a
year, such Participant’s Automatic Deferral Compensation shall not be
subject to a Deferral Election or Delivery Election. Instead, such
Participant’s Automatic Deferral Compensation shall be subject to deferral
at the Automatic Deferral Rate and shall be delivered to the Participant
(together with any interest and/or dividend equivalents credited thereto) at
the Automatic Delivery Date; provided, however, that to the extent that



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the Automatic Delivery Date would occur before the Payment Date, such
Automatic Deferral Compensation shall not be subject to deferral under the
Plan, but instead paid to the Participant on the Payment Date. A
Participant shall have the opportunity to elect in writing, upon a form
provided by the Company and in accordance with procedures established by the
Company, whether any Automatic Deferred Compensation deferred under the Plan
will be credited to the Participant’s Cash Account or the Participant’s
Stock Unit Account, or a combination of both. If a Participant fails to
make an investment election with respect to any Automatic Deferral
Compensation, such Automatic Deferral Compensation shall be credited to the
Participant’s Cash Account.”



     7. Section 6(e) of the Plan shall be amended to read as follows:




     “(e) Matching Contribution Equivalents. A Participant’s
Deferral Account shall be credited with Matching Contribution Equivalents as
of the date the relevant matching contribution with respect to the
Participant’s Deferred Compensation 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, had there
been no deferral under this Plan. Matching Contribution Equivalents shall
be credited to the Participant’s Cash Account or Stock Unit Account, or a
combination thereof, in accordance with the manner in which such Deferred
Compensation is credited in accordance with Section 5.”



     8. Section 7(a)(i) of the Plan shall be amended by adding the following sentence at the end
thereof:




“Any Automatic Deferral Compensation deferred under this Plan shall be paid
(with interest and/or dividend equivalents credited thereto) at the
Automatic Delivery Date, subject to the following provisions of this Section
7 regarding payment in the event of Termination of Employment, death,
financial hardship and other early payment events permitted by Code Section
409A.”



     9. Except as otherwise expressly set forth in this Amendment No. 1 to the Plan, all other
provisions of the Monsanto Company Deferred Payment Plan (Amended and Restated Effective December
8, 2008) shall remain in full force and effect.




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