Summary of MONSANTO CO /NEW/

Change in Directors or Principal Officers, Financial Statements and Exhibits

ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

2010 Annual Incentive Plan.

On August 27, 2009, Monsanto Company's People and Compensation Committee (the "Committee") approved the Monsanto Company Fiscal Year 2010 Annual Incentive Plan (the "2010 Plan"). The 2010 Plan covers the performance period September 1, 2009 through August 31, 2010. Eligibility includes regular employees who do not participate in a local sales, manufacturing or business-specific annual incentive plan. The 2010 Plan excludes from eligibility all employees employed in the U.S. who are members of a collective bargaining unit with whom incentive compensation was the subject of good faith bargaining.

Funding of the 2010 Plan is determined by the Company's attainment of certain financial goals related to sales (10% weighting), diluted earnings per share (50% weighting) and cash flow (40% weighting) and the determination by the Committee that such attainment satisfies certain subjective performance criteria as determined by the Committee. Various performance levels are approved by the Committee with a payout level (as a percentage of target annual incentive opportunity) associated with each level of performance as follows: (i) threshold, 35%, (ii) target, 100%, and (iii) outstanding, 200%.

The incentive pool will be funded at no less than 20% of target level funding in the event the Company pays dividends with respect to each of its financial quarters ending during the performance period. In the event the Company pays dividends with respect to each quarter, but does not attain the threshold level of performance with respect to the diluted earnings per share goal, the incentive pool may not fund at greater than 20% of the target level of funding. One or more of the financial goals may be funded at above the outstanding level, provided the overall incentive pool would be capped at 200% of target level unless the Committee determines in its discretion to fund above 200%. Regardless of the attainment of any one or more of the 2010 Plan's financial goals, the Committee, in its sole discretion, shall determine whether the incentive pool should be funded and the amount of such funding, if any.

The 2010 Plan also contains provisions and exceptions relating to new hires, changes in base compensation, changes in employment status, including termination of employment, and other specific situations.

This summary description of the 2010 Plan does not purport to be complete and is qualified in its entirety by reference to the 2010 Plan, a copy of which is filed as Exhibit 10 hereto and incorporated by reference herein.