<PAGE> 1
As Filed with the Securities and Exchange Commission on October 23, 1997
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
MONSANTO COMPANY
(Exact name of registrant as specified in its charter)
Delaware 43-0420020
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
800 North Lindbergh Boulevard 63167
St. Louis, Missouri (Zip Code)
(Address of Principal Executive Offices)
MONSANTO COMPANY NON-EMPLOYEE DIRECTOR
EQUITY INCENTIVE COMPENSATION PLAN
(full title of the plan)
R. William Ide III, Esq.
General Counsel
Monsanto Company
800 North Lindbergh Boulevard
St. Louis, Missouri 63167
(Name and address of Agent for service)
(314) 694-1000
(Telephone number, including area code, of Agent for service)
<TABLE>
Calculation of Registration Fee
==================================================================================================================================
<CAPTION>
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per aggregate offering registration fee
share
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 500,000<F*> $41.34375<F**> $20,671,875<F**> $6,264.20
($2 par value)
====================================================================================================================================
<FN>
- --------------
<F*> Section 11 of the Monsanto Company Non-Employee Director Equity Incentive
Compensation Plan (the "Plan") provides that in the event of a stock
dividend, stock split, recapitalization, etc., the total number of
shares which may be purchased or awarded, the number of shares covered
by each outstanding award, and the price per share of such shares shall
be equitably adjusted. Accordingly, pursuant to Rule 416, this registration
statement covers, in addition to the number of shares of Common Stock stated
above, an indeterminate number of shares which, by reason of any such event,
may become subject to the Plan.
<F**> Estimated solely for the purpose of determining the amount of the registration
fee in accordance with Rule 457(h)(1) and based on the average of the high and
low prices of the Common Stock as reported in The Wall Street Journal for the
New York Stock Exchange Composite Transactions for October 17, 1997.
</TABLE>
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8 will
be sent or given to participating employees as specified by Rule 428 (b) (1)
of the Securities Act of 1933, as amended (the "Securities Act"). Such
documents are not being filed with or included in this Registration Statement
(by incorporation by reference or otherwise) in accordance with the rules and
regulations of the Securities and Exchange Commission (the "SEC").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) through (c) below of Monsanto Company
(hereinafter referred to as the "Company" or "registrant"), and all such
other documents or portions of documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of the filing of such documents.
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, filed with the Securities and Exchange
Commission on March 24, 1997, which contains audited consolidated
financial statements for the Company's most recent fiscal year for
which such statements have been filed;
(b) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year
covered by the Annual Report on Form 10-K referred to in (a) above;
and
(c) The description of Monsanto Company common stock, $2.00 par value
per share ("Common Stock"), and the description of associated
Preferred Stock Purchase Rights contained in registration
statements filed under the Exchange Act,
1
<PAGE> 3
including any amendment or report filed for the purpose of
updating such description.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the Common Stock to be issued pursuant to the Plan will be
passed upon for the Company by Eric R. Fencl, Counsel and Assistant Secretary
of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware sets
forth provisions pursuant to which directors, officers, employees and agents
of the Company may be indemnified against any liability which they may incur
in their capacity as such.
Section 59 of the Company's By-Laws provides for indemnification of
directors, officers, employees and agents of the Company.
In addition, the Company has entered into indemnification agreements with
its directors and officers and maintains directors' and officers' liability
insurance for the benefit of its directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index at page 7.
2
<PAGE> 4
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed
in the registration statement or any material
change to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
above do not apply if the information required to be
included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement
relating to the securities offered therein, and the
offering of such securities at that time be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a
3
<PAGE> 5
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
* * *
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
4
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8, and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of St. Louis, and the State of Missouri, on this
23rd day of October, 1997.
MONSANTO COMPANY
(Registrant)
By: /s/ Eric R. Fencl
-------------------------------------
Eric R. Fencl
Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
<F*>
- ----------------------------- Chairman, President and Director October 23, 1997
(Robert B. Shapiro) (Principal Executive Officer)
<F*>
- ----------------------------- Vice Chairman and Director October 23, 1997
(Nicholas L. Reding)
<F*>
- ----------------------------- Senior Vice President October 23, 1997
(Robert B. Hoffman) (Principal Financial Officer)
<F*>
- ----------------------------- Vice President and Controller October 23, 1997
(Michael R. Hogan) (Principal Accounting Officer)
<F*>
- ----------------------------- Director October 23, 1997
(Robert M. Heyssel)
<F*>
- ----------------------------- Director October 23, 1997
(Michael Kantor)
<F*>
- ----------------------------- Director October 23, 1997
(Gwendolyn S. King)
<F*>
- ----------------------------- Director October 23, 1997
(Philip Leder)
<F*>
- ----------------------------- Director October 23, 1997
(Jacobus F. M. Peters)
<F*>
- ----------------------------- Director October 23, 1997
(John S. Reed)
5
<PAGE> 7
<F*>
- ----------------------------- Director October 23, 1997
(John E. Robson)
<F*>
- ----------------------------- Director October 23, 1997
(William D. Ruckelshaus)
<FN>
<F*> Eric R. Fencl, by signing his name hereto, does sign this document on
behalf of the above noted individuals, pursuant to powers of attorney
duly executed by such individuals which have been filed as an Exhibit to
this Registration Statement.
/s/ Eric R. Fencl
-------------------------------------------
Eric R. Fencl
Attorney-in-Fact
6
<PAGE> 8
EXHIBIT INDEX
-------------
These Exhibits are numbered in accordance with the Exhibit Table of Item 601
of Regulation S-K.
</TABLE>
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<C> <S>
(4) Form of Rights Agreement, dated as of January 26, 1990 between
the Company and First Chicago Trust Company of New York as
Successor Rights Agent to The First National Bank of Boston
(incorporated herein by reference to the Company's Registration
Statement on Form 8-A filed with the Commission on January 31,
1990)
(5) Opinion re legality of securities to be issued
(15) Omitted - Inapplicable
(23) 1. Consent of Deloitte & Touche LLP
2. Consent of Company Counsel - See Exhibit 5
(24) Powers of Attorney submitted by Robert M. Heyssel, Robert B.
Hoffman, Michael R. Hogan, Michael Kantor, Gwendolyn S. King,
Philip Leder, Jacobus F. M. Peters, Nicholas L. Reding, John S.
Reed, John E. Robson, William D. Ruckelshaus and Robert B.
Shapiro
</TABLE>
7
<PAGE> 1
EXHIBIT 5
October 23, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
As Counsel and Assistant Secretary of Monsanto Company, a Delaware Corporation
having its general offices at 800 North Lindbergh Boulevard, St. Louis,
Missouri 63167 (the "Company"), I am familiar with the Registration Statement
on Form S-8 (the "Registration Statement") being filed by the Company under the
Securities Act of 1933, as amended, covering 500,000 shares of common stock,
$2 par value per share, of Monsanto Company ("Common Stock") authorized for
delivery to certain non-employee directors of the Company under the Monsanto
Company Non-Employee Director Equity Incentive Compensation Plan (the
"Plan"). The Plan, which authorizes delivery of the 500,000 shares, was
approved by the Company's Board of Directors by unanimous consent effective
as of October 20, 1997.
I am also familiar with the Company's Restated Certificate of Incorporation
and its By-Laws as now in effect, and with all corporate and other
proceedings taken by the Board of Directors relative to the authorization of
the Plan, including the proposed delivery of 500,000 shares of Common Stock
thereunder.
It is my opinion that the Company is a corporation duly organized and validly
existing under the laws of the State of Delaware; that the Plan, including
the proposed delivery of up to 500,000 shares of Common Stock thereunder, has
been duly authorized by appropriate corporate action of the Company; and that
the aforesaid 500,000 shares of Common Stock, when delivered pursuant to the
provisions of the Plan, will be legally issued, fully paid and
non-assessable.
I hereby consent to the filing of this opinion as an exhibit to said
Registration Statement and to its use in connection therewith. I further
consent to the reference to Company counsel in the "Commitments and
Contingencies" note to the financial statements incorporated by reference in
the Company's Annual Report on Form 10-K for the year ended December 31, 1996
and incorporated by reference in said Registration Statement. My consent to
the reference to Company counsel in the note is not an admission that the
consent is required by Section 7 of the Securities Act of 1933.
Very truly yours,
/s/ Eric R. Fencl
Eric R. Fencl
Counsel and Assistant Secretary
Monsanto Company
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
MONSANTO COMPANY:
We consent to the incorporation by reference in this Registration Statement
of Monsanto Company on Form S-8 of our reports dated February 28, 1997,
appearing in and incorporated by reference in your annual report on Form
10-K for the year ended December 31, 1996.
DELOITTE & TOUCHE LLP
Saint Louis, Missouri
October 23, 1997
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That I, Robert M. Heyssel, Director of Monsanto Company (the
"Company"), a Delaware corporation with its general offices in the County of
St. Louis, Missouri, do by these presents make, constitute and appoint R.
WILLIAM IDE III, BARBARA L. BLACKFORD and ERIC R. FENCL, or any of them
acting alone, to be my true and lawful attorneys for me and in my name, place
and stead, to execute and sign the Registration Statement on Form S-8 and any
Amendments thereto to be filed with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"),
covering the registration of the Company's securities to be issued under the
Monsanto Company Non-Employee Director Equity Incentive Compensation Plan,
giving and granting unto said attorneys full power and authority to do and
perform such actions as fully as I might have done or could do if personally
present and executing any of said documents.
Witness my hand this 20th day of October, 1997.
/s/ Robert M. Heyssel
----------------------------
Robert M. Heyssel
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That I, Robert B. Hoffman, Principal Financial Officer of Monsanto
Company (the "Company"), a Delaware corporation with its general offices in
the County of St. Louis, Missouri, do by these presents make, constitute and
appoint R. WILLIAM IDE III, BARBARA L. BLACKFORD and ERIC R. FENCL, or any
of them acting alone, to be my true and lawful attorneys for me and in my
name, place and stead, to execute and sign the Registration Statement on Form
S-8 and any Amendments thereto to be filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended
(the "Act"), covering the registration of the Company's securities to be
issued under the Monsanto Company Non-Employee Director Equity Incentive
Compensation Plan, giving and granting unto said attorneys full power and
authority to do and perform such actions as fully as I might have done or
could do if personally present and executing any of said documents.
Witness my hand this 23rd day of October, 1997.
/s/ Robert B. Hoffman
----------------------------
Robert B. Hoffman
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That I, Michael R. Hogan, Principal Accounting Officer of Monsanto
Company (the "Company"), a Delaware corporation with its general offices in
the County of St. Louis, Missouri, do by these presents make, constitute and
appoint R. WILLIAM IDE III, BARBARA L. BLACKFORD and ERIC R. FENCL, or any
of them acting alone, to be my true and lawful attorneys for me and in my
name, place and stead, to execute and sign the Registration Statement on Form
S-8 and any Amendments thereto to be filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended
(the "Act"), covering the registration of the Company's securities to be
issued under the Monsanto Company Non-Employee Director Equity Incentive
Compensation Plan, giving and granting unto said attorneys full power and
authority to do and perform such actions as fully as I might have done or
could do if personally present and executing any of said documents.
Witness my hand this 23rd day of October, 1997.
/s/ Michael R. Hogan
----------------------------
Michael R. Hogan
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That I, Michael Kantor, Director of Monsanto Company (the "Company"), a
Delaware corporation with its general offices in the County of St. Louis,
Missouri, do by these presents make, constitute and appoint R. WILLIAM IDE III,
BARBARA L. BLACKFORD and ERIC R. FENCL, or any of them acting alone, to be my
true and lawful attorneys for me and in my name, place and stead, to execute
and sign the Registration Statement on Form S-8 and any Amendments thereto to
be filed with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Act"), covering the registration
of the Company's securities to be issued under the Monsanto Company
Non-Employee Director Equity Incentive Compensation Plan, giving and granting
unto said attorneys full power and authority to do and perform such actions as
fully as I might have done or could do if personally present and executing any
of said documents.
Witness my hand this 22nd day of October, 1997.
/s/ Michael Kantor
----------------------------
Michael Kantor
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That I, Gwendolyn S. King, Director of Monsanto Company (the
"Company"), a Delaware corporation with its general offices in the County of
St. Louis, Missouri, do by these presents make, constitute and appoint R.
WILLIAM IDE III, BARBARA L. BLACKFORD and ERIC R. FENCL, or any of them
acting alone, to be my true and lawful attorneys for me and in my name, place
and stead, to execute and sign the Registration Statement on Form S-8 and any
Amendments thereto to be filed with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"),
covering the registration of the Company's securities to be issued under the
Monsanto Company Non-Employee Director Equity Incentive Compensation Plan,
giving and granting unto said attorneys full power and authority to do and
perform such actions as fully as I might have done or could do if personally
present and executing any of said documents.
Witness my hand this 20th day of October, 1997.
/s/ Gwendolyn S. King
----------------------------
Gwendolyn S. King
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That I, Philip Leder, Director of Monsanto Company (the "Company"), a
Delaware corporation with its general offices in the County of St. Louis,
Missouri, do by these presents make, constitute and appoint R. WILLIAM IDE III,
BARBARA L. BLACKFORD and ERIC R. FENCL, or any of them acting alone, to be my
true and lawful attorneys for me and in my name, place and stead, to execute
and sign the Registration Statement on Form S-8 and any Amendments thereto to
be filed with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Act"), covering the registration
of the Company's securities to be issued under the Monsanto Company Non-
Employee Director Equity Incentive Compensation Plan, giving and granting
unto said attorneys full power and authority to do and perform such actions as
fully as I might have done or could do if personally present and executing any
of said documents.
Witness my hand this 20th day of October, 1997.
/s/ Philip Leder
----------------------------
Philip Leder
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That I, Jacobus F. M. Peters, Director of Monsanto Company (the
"Company"), a Delaware corporation with its general offices in the County of
St. Louis, Missouri, do by these presents make, constitute and appoint R.
WILLIAM IDE III, BARBARA L. BLACKFORD and ERIC R. FENCL, or any of them
acting alone, to be my true and lawful attorneys for me and in my name, place
and stead, to execute and sign the Registration Statement on Form S-8 and any
Amendments thereto to be filed with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"),
covering the registration of the Company's securities to be issued under the
Monsanto Company Non-Employee Director Equity Incentive Compensation Plan,
giving and granting unto said attorneys full power and authority to do and
perform such actions as fully as I might have done or could do if personally
present and executing any of said documents.
Witness my hand this 22nd day of October, 1997.
/s/ Jacobus F. M. Peters
----------------------------
Jacobus F. M. Peters
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That I, Nicholas L. Reding, Director of Monsanto Company (the
"Company"), a Delaware corporation with its general offices in the County of
St. Louis, Missouri, do by these presents make, constitute and appoint R.
WILLIAM IDE III, BARBARA L. BLACKFORD and ERIC R. FENCL, or any of them
acting alone, to be my true and lawful attorneys for me and in my name, place
and stead, to execute and sign the Registration Statement on Form S-8 and any
Amendments thereto to be filed with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"),
covering the registration of the Company's securities to be issued under the
Monsanto Company Non-Employee Director Equity Incentive Compensation Plan,
giving and granting unto said attorneys full power and authority to do and
perform such actions as fully as I might have done or could do if personally
present and executing any of said documents.
Witness my hand this 20th day of October, 1997.
/s/ Nicholas L. Reding
----------------------------
Nicholas L. Reding
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That I, John S. Reed, Director of Monsanto Company (the "Company"), a
Delaware corporation with its general offices in the County of St. Louis,
Missouri, do by these presents make, constitute and appoint R. WILLIAM IDE III,
BARBARA L. BLACKFORD and ERIC R. FENCL, or any of them acting alone, to be my
true and lawful attorneys for me and in my name, place and stead, to execute
and sign the Registration Statement on Form S-8 and any Amendments thereto to
be filed with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Act"), covering the registration
of the Company's securities to be issued under the Monsanto Company
Non-Employee Director Equity Incentive Compensation Plan, giving and granting
unto said attorneys full power and authority to do and perform such actions as
fully as I might have done or could do if personally present and executing any
of said documents.
Witness my hand this 23rd day of October, 1997.
/s/ John S. Reed
----------------------------
John S. Reed
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That I, John E. Robson, Director of Monsanto Company (the "Company"), a
Delaware corporation with its general offices in the County of St. Louis,
Missouri, do by these presents make, constitute and appoint R. WILLIAM IDE III,
BARBARA L. BLACKFORD and ERIC R. FENCL, all of St. Louis County, Missouri, or
any of them acting alone, to be my true and lawful attorneys for me and in my
name, place and stead, to execute and sign the Registration Statement on Form
S-8 and any Amendments thereto to be filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act"), covering the registration of the Company's securities to be issued
under the Monsanto Company Non-Employee Director Equity Incentive Compensation
Plan, giving and granting unto said attorneys full power and authority to do
and perform such actions as fully as I might have done or could do if
personally present and executing any of said documents.
Witness my hand this 20th day of October, 1997.
/s/ John E. Robson
----------------------------
John E. Robson
<PAGE> 11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That I, William D. Ruckelshaus, Director of Monsanto Company (the
"Company"), a Delaware corporation with its general offices in the County of
St. Louis, Missouri, do by these presents make, constitute and appoint R.
WILLIAM IDE III, BARBARA L. BLACKFORD and ERIC R. FENCL, or any of them
acting alone, to be my true and lawful attorneys for me and in my name, place
and stead, to execute and sign the Registration Statement on Form S-8 and any
Amendments thereto to be filed with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"),
covering the registration of the Company's securities to be issued under the
Monsanto Company Non-Employee Director Equity Incentive Compensation Plan,
giving and granting unto said attorneys full power and authority to do and
perform such actions as fully as I might have done or could do if personally
present and executing any of said documents.
Witness my hand this 17th day of October, 1997.
/s/ William D. Ruckelshaus
----------------------------
William D. Ruckelshaus
<PAGE> 12
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That I, Robert B. Shapiro, Principal Executive Officer and Director of
Monsanto Company (the "Company"), a Delaware corporation with its general
offices in the County of St. Louis, Missouri, do by these presents make,
constitute and appoint R. WILLIAM IDE III, BARBARA L. BLACKFORD and ERIC R.
FENCL, or any of them acting alone, to be my true and lawful attorneys for me
and in my name, place and stead, to execute and sign the Registration
Statement on Form S-8 and any Amendments thereto to be filed with the
Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Act"), covering the registration of the
Company's securities to be issued under the Monsanto Company Non-Employee
Director Equity Incentive Compensation Plan, giving and granting unto said
attorneys full power and authority to do and perform such actions as fully as
I might have done or could do if personally present and executing any of said
documents.
Witness my hand this 22nd day of October, 1997.
/s/ Robert B. Shapiro
----------------------------
Robert B. Shapiro
