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                                                               EXHIBIT 10.15


                            THE MONSANTO COMPANY
          NON-EMPLOYEE DIRECTOR EQUITY INCENTIVE COMPENSATION PLAN
                  (AS AMENDED EFFECTIVE SEPTEMBER 19, 2002)


                  1. NAME OF PLAN. This plan shall be known as the "The
Monsanto Company Non-Employee Director Equity Incentive Compensation Plan"
and is hereinafter referred to as the "Plan."

                  2. PURPOSES OF PLAN. The purposes of the Plan are to
enable Monsanto Company, a Delaware corporation (the "Company"), to retain
qualified persons to serve as Directors by providing for their compensation
and permitting them to elect to defer a portion thereof, and to further
align the interests of Directors with the interests of shareholders of the
Company by providing them with equity-based compensation.

                  3. EFFECTIVE DATE AND TERM. The Plan shall be effective as
of September 20, 2000 (the "Effective Date"). The Plan shall remain in
effect until terminated by action of the Board, or until all Participants
have received all amounts to which they are entitled hereunder, if earlier.

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

                  "Annual Meeting" means an annual meeting of the
shareholders of the Company.

                  "Annual Retainer Amount" has the meaning set forth in
Section 6(a).

                  "Beneficiaries" has the meaning set forth in Section
7(b)(iii).

                  "Beneficiary Designation" has the meaning set forth in
Section 7(b)(iii).

                  "Board" means the Board of Directors of the Company.

                  "Cash Account" has the meaning set forth in Section 7(a).

                  "Chairman" means the Chairman of the Board.

                  The "Committee" means the committee that administers the
Plan, as more fully defined in Section 12.

                  "Common Stock" means the Company's common stock, par value
0.01 per share.

                  The "Company" has the meaning set forth in Section 2.


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                  "Current Cash" has the meaning set forth in Section 6(a).

                  "Deferral Account" means a bookkeeping account maintained
by the Company for a Director representing the Director's interest in the
stock units or cash credited to such account pursuant to Sections 6 and 7.

                  "Deferred Cash" has the meaning set forth in Section 6(a).

                  "Deferred Stock" means shares of Common Stock credited to
a Stock Unit Account pursuant to Section 6(d)(ii) and Section 7 and later
delivered pursuant to Section 7.

                  "Delivery Election" has the meaning set forth in Section
7(b)(i).

                  "Designated Administrator" means Merrill Lynch & Co. or
such other person or entity as the Committee may designate from time to time
for the processing of Options.

                  "Director" means an individual who is a non-employee
member of the Board.

                  The "Dividend Equivalent" for a given dividend or
distribution means a number of shares (or fractions of a share) of Common
Stock having a Value, as of the date such Dividend Equivalent is credited to
a Stock Unit Account, equal to the amount of cash, plus the fair market
value on the date of distribution of any property, that is distributed with
respect to one share of Common Stock pursuant to such dividend or
distribution; such fair market value to be determined by the Committee in
good faith.

                  The "Effective Date" has the meaning set forth in Section
3.

                  "Elective Amount" has the meaning set forth in Section
6(a).

                  "Exchange Act" means the Securities Exchange Act of 1934.

                  "Grant Date" has the meaning set forth in Section 6(b).

                  The "Interest Rate" for a calendar year means the average
Moody's Baa Bond Index Rate, as in effect from time to time.

                  "IPO Date" means the date on which there occurs the
initial public offering of shares of Common Stock.

                  "IPO Price" means the price at which shares of Common
Stock are offered in the initial public offering of shares of Common Stock.


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                  "Management Plan" means the Monsanto 2000 Management
Incentive Plan.

                  "Month" means a period during a Plan Year that ends on a
Month End Date and that starts on either (a) the first day of the Plan Year,
or (b) the day following the last preceding Month End Date.

                  "Month End Date" means the date of a calendar month that
has the same numerical value as the date on which a Plan Year ends (i.e., if
a Plan Year ends on April 12th, the Month End Date with respect to any
calendar month is the 12th of such month.)

                  "Options" has the meaning set forth in Section 6(a).

                  "Participant" has the meaning set forth in Section 5.

                  "Periodic Election" has the meaning set forth in Section
6(a).

                  "Plan" has the meaning set forth in Section 1.

                  "Plan Year" means the period from the Effective Date
through the day before the date of the Company's 2001 Annual Meeting and
each subsequent period beginning on the date of an Annual Meeting and ending
on the day before the date of the next Annual Meeting.

                  "Required Deferred Stock Amount" has the meaning set forth
in Section 6(a).

                  "Restricted Stock" means shares of Common Stock granted in
accordance with Section 6(d)(ii).

                  "Section" means a section of the Plan except where
otherwise specifically indicated.

                  "Starting Date" has the meaning set forth in Section
7(b)(i).

                  "Stock Unit Account" has the meaning set forth in Section
7(a).

                  "Term" means the term of years for which a Participant has
been elected a Director.

                  The "Termination Date" for a Participant is the date his
or her service as a Director terminates for any reason.

                  "2000 Term" means the Term that commenced in May of 2000.


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                  The "Value" of a share of Common Stock as of the IPO Date
shall be the IPO Price, and as of any other date shall mean the average of
the highest and lowest per-share sales prices for the shares of Common Stock
during normal business hours on the New York Stock Exchange for the
immediately preceding date, or if the shares of Common Stock were not traded
on the New York Stock Exchange on such date, then on the next preceding date
on which the shares were traded, all as reported by such source as the
Committee may select.

                  5. ELIGIBLE PARTICIPANTS. Each individual who is a
Director on the Effective Date or becomes a Director thereafter while the
Plan is in effect shall be a participant ("Participant") in the Plan.

                  6. DIRECTOR COMPENSATION. (a) GENERAL. In consideration
for his or her services as a Director, each Participant shall receive
compensation having a total annual value (the "Annual Retainer Amount")
equal to $120,000 in the case of a Participant who serves as the Chair of a
committee of the Board and $110,000 for all other Participants (which amount
shall be pro-rated for partial years, as applicable); provided, that the
Chairman shall receive additional compensation having an annual value of
$40,000 for serving as Chairman, the Chair of the People and Compensation
Committee of the Board shall receive additional compensation having an
annual value of $5,000 for serving as Chair of such committee, the Chair of
the Audit and Finance Committee of the Board shall receive additional
compensation having an annual value of $5,000 for serving as Chair of such
committee, and each member of the Audit and Finance Committee of the Board
other than the Chair of such committee shall receive additional compensation
having an annual value of $5,000 for serving as a member of such committee
(which amounts shall be pro-rated for partial years, as applicable); and
provided, further, that the Board may specify different Annual Retainer
Amounts from time to time. Such compensation for each Term shall be provided
as follows: (i) half of such compensation (the "Required Deferred Stock
Amount") shall take the form of Deferred Stock, as more fully set forth in
Section 6(d); and (ii) the other half of the Annual Retainer Amount (the
"Elective Amount") shall take the form of (A) options to purchase shares of
Common Stock ("Options"), as more fully set forth in Section 6(b), (B) cash
paid currently ("Current Cash") or deferred cash ("Deferred Cash"), as more
fully set forth in Section 6(c), or (C) Restricted Stock or additional
Deferred Stock, as more fully set forth in Section 6(d), or a combination
thereof. Each Participant shall be provided with the opportunity, in
accordance with procedures established by the Committee from time to time,
to make an election with respect to each Term during which he or she is a
Participant (a "Periodic Election") specifying what percentages, in
increments of one percentage point, of the Elective Amount for such Term
will be provided to the Participant in the form of Options, Current Cash,
Deferred Cash, Restricted Stock and Deferred Stock. Each Periodic Election
for a particular Term shall be filed with the Committee at least 30 days
before the beginning of the Term; provided, that the Periodic Elections for
Terms beginning before the Effective Date shall be made on or before
September 15,


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2000 and provided, further, that, with respect to an individual who becomes
a Participant after the Effective Date, the Periodic Election for such
Participant's first Term shall be filed with the Committee no later than 30
days after the first day of such Term. If a Participant fails to make a
timely Periodic Election with respect to any Term, he or she shall be deemed
to have elected to receive the entire Elective Amount in the form of Current
Cash.

                       (b) OPTIONS. (i) Each Participant who elects to
receive a portion of the Elective Amount in the form of Options shall be
granted, for each of his or her Terms ending after the Effective Date,
Options having a value on the applicable Grant Date (as defined below) equal
to such portion, determined by the Committee in accordance with the
Black-Scholes option valuation method. The effective date of each such grant
(the "Grant Date") shall be the first day of the applicable Term; provided,
that in the case of any options granted with respect to the 2000 Term, the
Grant Date shall be the IPO Date. Each Option shall be evidenced by a
certificate, shall have a per-share exercise price equal to the Value of a
share of Common Stock on the Grant Date and shall have the other terms and
conditions set forth below in this Section 6(b).

                            (ii) The Options, if any, granted to a
Participant on a particular Grant Date shall vest in installments on the
last day of each Plan Year ending during the Term for which they were
granted, pro rata based upon the percentage of the Term that is included in
such Plan Year, but in each case only if the Participant remains a Director
on the last day of such Plan Year; provided, that if a Participant's
Termination Date occurs other than on the last day of a Plan Year, a pro
rata portion of the installment of the Participant's then-unvested Options
that would otherwise have vested as of the last day of the Plan Year during
which such Termination Date occurs, based on the number of full Months that
have elapsed in the Plan Year on or before such Termination Date, shall
instead vest on the Termination Date; and provided, further, that the number
of shares with respect to which Options vest on a particular day shall be
rounded to the nearest whole number of shares, if necessary to avoid vesting
with respect to a fractional share.

                            (iii) Each Option that vests in accordance with
the foregoing shall be exercisable from and after the date of such vesting
through the earlier of (A) the tenth anniversary of the Grant Date and (B)
in the case of the Participant's death during or after his or her service as
a Director, the first anniversary of the date of death, in the case of the
Participant's removal from the Board before the end of any Term, the
Termination Date, and in all other cases, the fifth anniversary of the
Participant's Termination Date. Any Options held by a Participant that have
not become vested as of the Participant's Termination Date shall terminate
on the Termination Date.

                            (iv) Subject to the limitations of this Section
6(b), Options may be exercised, in whole or in part, by giving written
notice of exercise to the


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Designated Administrator specifying the number of shares of Common Stock
subject to the Option to be purchased. Such notice shall be accompanied by
payment in full of the purchase price by certified or bank check or such
other instrument as the Company may accept. Payment, in full or in part, may
also be made in the form of unrestricted Common Stock already owned by the
Participant, based on the Value of the Common Stock on the date the Option
is exercised; provided, that such already owned shares have been held by the
Participant for at least six months at the time of exercise. Payment for any
shares subject to a Stock Option may also be made by delivering a properly
executed exercise notice to the Designated Administrator, together with a
copy of irrevocable instructions to a broker to deliver promptly to the
Company the amount of sale or loan proceeds necessary to pay the purchase
price. To facilitate the foregoing, the Company may enter into agreements
for coordinated procedures with one or more brokerage firms. No shares of
Common Stock shall be issued pursuant to the exercise of Options until full
payment therefor has been made.

                            (v) No Option shall be transferable by the
Participant other than by will or by the laws of descent and distribution.
All Options shall be exercisable, subject to the terms of this Section 6(b),
only by the Participant, the guardian or legal representative of the
Participant, or any person to whom such Option is transferred pursuant to
the preceding sentence, it being understood that references to the
Participant shall be deemed, where appropriate, to refer to such guardian,
legal representative or other transferee.

                       (c) CASH. The portion, if any, of the Elective Amount
for a particular Term that the Participant elects to have paid in Current
Cash shall be paid, and the portion, if any, of the Elective Amount for a
particular Term that the Participant elects to have paid in Deferred Cash
shall be credited to a Cash Account maintained by the Company pursuant to
Section 7 below, in each case in installments on each Month End Date that
occurs during the Term for which it is paid or credited (as applicable), pro
rata based upon the percentage of the Term that is included in the Month
that ends on such Month End Date, but in each case only if the Participant
remains a Director on that day. If a Participant's Termination Date occurs
other than on a Month End Date, the Participant shall forfeit any Current
Cash and any Deferred Cash attributable to periods following the preceding
Month End Date.

                       (d) STOCK. (i) The portion, if any, of the Elective
Amount for a particular Term that the Participant elects to have provided in
Restricted Stock, shall be issued as of the IPO Date, in the case of
Restricted Stock granted with respect to the 2000 Term, and as of the first
day of such Term in all other cases, in the name of the Participant in the
form of a number of shares of Common Stock having a Value, as of the date it
is issued, equal to the amount of such portion. Such shares shall be
forfeitable and nontransferable, until they vest in accordance with the
provisions of Section 6(d)(iii). Dividends and other


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distributions with respect to Restricted Stock that has not yet vested as of
the record date therefor shall vest together with the related Restricted
Stock. The Restricted Stock shall be issued to Participants in accordance
with procedures established by the Committee, and shall become transferable
by Participants when and as it vests.

                            (ii) The Required Deferred Stock Amount for a
particular Term and the portion, if any, of the Elective Amount for that
Term that a Participant elects to have provided in Deferred Stock, shall be
provided to the Participant by crediting, as of the IPO Date in the case of
the 2000 Term, and as of the first day of the Term in all other cases, to a
Stock Unit Account maintained by the Company pursuant to Section 7, a number
of stock units representing hypothetical shares of Common Stock having a
Value, as of the date of such credit, equal to the Required Deferred Stock
Amount to which the Participant is entitled and the portion, if any, that
the Participant has elected to have provided in Deferred Stock. Such
Deferred Stock shall vest as set forth in Section 6(d)(iii).

                            (iii) The Deferred Stock and any Restricted
Stock provided to a Participant for a particular Term shall vest in
installments on each Month End Date that occurs during the Term for which
they were granted, pro rata based upon the percentage of the Term that is
included in the Month that ends on such Month End Date, but only if the
Participant remains a Director on such day; provided, that if a
Participant's Termination Date occurs other than on a Month End Date, the
Participant shall forfeit any Restricted Stock or Deferred Stock that is
attributable to periods following the last preceding Month End Date; and
provided, further, that the number of shares with respect to which
Restricted Stock and/or Deferred Stock vests on a particular day shall be
rounded to the nearest whole number of shares, if necessary to avoid vesting
with respect to a fractional share.

                  7. (a) DEFERRAL ACCOUNTS. The Company shall maintain a
"Stock Unit Account" for each Participant with respect to that Participant's
Deferred Stock and, for a Participant who makes a Periodic Election to
receive Deferred Cash, a "Cash Account," and shall make credits to these
Deferral Accounts as provided in Section 6 and this Section 7. Whenever a
dividend is paid or other distribution made with respect to the Common
Stock, each Stock Unit Account shall be credited with a number of shares of
Common Stock having a Value, as of the date such dividend is paid or such
distribution is made, equal to (i) the number of stock units in such Stock
Unit Account as of the record date for such dividend or distribution
multiplied by (ii) the Dividend Equivalent for such dividend or other
distribution. The shares so credited with respect to Deferred Stock that has
not vested as of the record date for the dividend or distribution shall vest
as and when such Deferred Stock vests. Each Cash Account shall accrue
interest on the balance therein at the Interest Rate, to be credited and
compounded monthly.


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                       (b) DELIVERY OF ACCOUNT BALANCES. (i) Each
Participant shall be provided the opportunity to elect, in accordance with
procedures established by the Committee, the manner in which his or her
Deferral Account balances will be distributed on or after his or her
Termination Date (each such election, a "Delivery Election"). A separate
Delivery Election may be made with respect to each amount of cash credited
to a Cash Account pursuant to a single Periodic Election and each amount of
stock units credited to a Stock Unit Account pursuant to a single Periodic
Election. Each such Delivery Election may call for (A) delivery in a single
sum or in annual installments over a period of up to 10 years, on or
beginning on the later of (1) the Termination Date and (2) the date that is
six months after the Delivery Election is made or (B) deferred delivery in a
single sum on a specified date that is not more than ten years after the
Termination Date (in either case, the date on which delivery is to be made
or is to begin is referred to as the "Starting Date").

                            (ii) The stock units in a Participant's Stock
Unit Account and/or the cash in a Participant's Cash Account, as applicable,
shall be delivered on or beginning on the Starting Date in accordance with
the Participant's applicable Delivery Elections. In the case of deliveries
from a Stock Unit Account, such delivery shall be made in the form of stock
representing a number of shares of Common Stock equal to the number of stock
units as and when they are to be delivered; provided, that if the number of
shares to be delivered on any particular date included a fractional share,
such number of shares shall be rounded down to the nearest whole number, and
if such delivery is the last to be made to the Participant, the Company
shall pay the Participant cash in an amount equal to the Value of such
fractional share on the date of delivery. If any such stock units or cash
are to be delivered after the Participant has died or become legally
incompetent, they shall be delivered to the Participant's Beneficiary or
legal guardian, as the case may be, in accordance with the foregoing.

                            (iii) Participants shall be provided with the
opportunity to designate, in accordance with procedures to be established by
the Committee, the person or persons ("Beneficiaries") who will receive
distributions of his or her interests in the Plan upon the death of the
Participant (a "Beneficiary Designation"). Once made, a Beneficiary
Designation or Delivery Election may be superseded by another Beneficiary
Designation or Delivery Election (as applicable) or revoked in writing by
the Participant. However, in order for any initial or superseding Delivery
Election or revocation thereof to be valid, it must be received by the
Committee before the Participant's Termination Date, and it shall in any
event be subject to the approval of the Board or of a committee of the Board
if the Committee determines that such approval is required in order for such
Delivery Election and/or transactions resulting therefrom to be exempt under
Rule 16b-3 under Section 16 of the Exchange Act. In the case of multiple
Beneficiary Designations, Delivery Elections and/or revocations by any
Participant, the most recent valid Beneficiary Designation, Delivery
Election or revocation (as applicable)


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in effect as of the date of death or Termination Date, as applicable, 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. If a Participant does not have a
valid Delivery Election in effect as of his or her Termination Date with
respect to any portion of his or her Cash Account or Stock Unit Account, he
or she shall be deemed to have made an election to receive such portion in a
single lump sum as of his or her Termination Date.

                  8. DELIVERY OF SHARES; VOTING AND OTHER RIGHTS. The shares
delivered to a Participant pursuant to Section 6 or 7 above shall be issued
in the name of the Participant, and the Participant shall be entitled to all
rights of a shareholder with respect to Common Stock for all such shares
issued in his or her name, including the right to vote the shares, and the
Participant shall receive all dividends and other distributions paid or made
with respect thereto from and after the date of such issuance, except as
specifically provided in Section 6(d)(i).

                  9. GENERAL RESTRICTIONS. (a) Notwithstanding any other
provision of the Plan or agreements or certificates created pursuant
thereto, the Company shall not be required to issue or deliver any shares of
Common Stock under the Plan prior to fulfillment of all of the following
conditions:

                            (i) Listing or approval for listing upon
official notice of issuance of such shares on the New York Stock Exchange,
Inc., or such other securities exchange as may at the time be a market for
the Common Stock;

                            (ii) Any registration or other qualification of
such shares under any state or federal law or regulation, or the maintaining
in effect of any such registration or other qualification which the
Committee shall, in its absolute discretion upon the advice of counsel, deem
necessary or advisable; and

                            (iii) Obtaining any other consent, approval, or
permit from any state or federal governmental agency which the Committee
shall, in its absolute discretion after receiving the advice of counsel,
determine to be necessary or advisable.

                       (b) Nothing contained in the Plan shall prevent the
Company from adopting other or additional compensation arrangements for the
Participants.

                       (c) Except as specifically provided in the Plan with
respect to Beneficiary Designations, no Participant or Beneficiary shall
have the right to assign, pledge or otherwise dispose of his or her interest
in any Deferral Account, nor shall the interest of a Participant or
Beneficiary therein be subject to garnishment, attachment, transfer by
operation of law, or any legal process.

                       (d) The Plan is intended to constitute an unfunded
plan for incentive and deferred compensation of Directors, and the rights of
Directors with


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respect to Deferral Accounts under the Plan shall be those of general
creditors of the Company. The Committee may authorize the creation of trusts
or other arrangements to meet the obligations created under the Plan to
deliver Common Stock or make payments, so long as the existence of such
trusts or other arrangements is consistent with the unfunded status of the
Plan.

                  10. NUMBER AND SOURCE OF SHARES AVAILABLE. All Options,
Deferred Stock and Restricted Stock provided for under the Plan shall
automatically be granted under the Management Plan, and shall reduce the
number of shares available for awards under the Management Plan. Sections
5.1, 5.3, and 5.4 of the Management Plan shall apply with respect to awards
made under the Plan.

                  11. CHANGE IN CAPITAL STRUCTURE. (a) In the event that
there is, at any time after the Board adopts the Plan, any change in the
Common Stock by reason of any stock dividend, stock split, combination of
shares, exchange of shares, warrants or rights offering to purchase Common
Stock at a price below its fair market value, reclassification,
recapitalization, merger, consolidation, spin-off or other change in
capitalization of the Company, appropriate adjustment shall be made in the
number and kind of shares or other property held in the Stock Unit Accounts
(taking into account whether any Dividend Equivalent is credited to the
Stock Unit Accounts in connection therewith), and any other relevant
provisions of the Plan by the Committee, whose determination shall be
binding and conclusive on all persons. Options and Restricted Stock granted
pursuant to the Plan and the Management Plan shall be subject to adjustment
pursuant to Section 6 of the Management Plan.

                       (b) If the shares of Common Stock credited to the
Stock Unit Accounts are converted pursuant to this Section 11 into cash or
another form of property, references in the Plan to the Common Stock shall
be deemed, where appropriate, to refer to such cash or other form of
property, with such other modifications as may be required for the Plan to
operate in accordance with its purposes. Without limiting the generality of
the foregoing, references to delivery of certificates for shares of Common
Stock shall be deemed to refer to delivery of cash and the incidents of
ownership of any other property held in the Stock Unit Accounts.

                  12. ADMINISTRATION; AMENDMENT. (a) The Plan shall be
administered by a committee consisting of the Chief Financial Officer, the
General Counsel and the Corporate Vice President -- Human Resources of the
Company (or the holder of any successor officer position thereto) (the
"Committee"), which shall have full authority to construe and interpret the
Plan, to establish, amend and rescind rules and regulations relating to the
Plan, and to take all such actions and make all such determinations in
connection with the Plan as it may deem necessary or desirable, including
without limitation the determination of life expectancies and


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other assumptions and information to be used in determining the effect of
Delivery Elections.

                       (b) The Board may from time to time make such
amendments to the Plan as it may deem proper and in the best interest of the
Company, and it may terminate the Plan at any time.

                  13. MISCELLANEOUS. (a) Nothing in the Plan shall be deemed
to create any obligation on the part of the Board to nominate any Director
for reelection by the Company's shareholders or to limit the rights of the
shareholders to remove any Director.

                       (b) The Company shall have the right to require,
prior to the issuance or delivery of any cash or shares of Common Stock
pursuant to the Plan, that a Director make arrangements satisfactory to the
Committee for the withholding of any taxes required by law to be withheld
with respect to the issuance or delivery of such cash or shares, including
without limitation by the withholding of shares that would otherwise be so
issued or delivered, by withholding from any other payment due to the
Director, or by a cash payment to the Company by the Director.

                  14. GOVERNING LAW. The Plan and all actions taken
thereunder shall be governed by and construed in accordance with the laws of
the State of Delaware.





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