Monsanto Co/New – ‘10-K’ for 12/31/02 – EX-24.3

On:  Thursday, 3/13/03, at 4:47pm ET   ·   For:  12/31/02   ·   Accession #:  1068800-3-177   ·   File #:  1-16167

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Monsanto Company Form 10-K                            42    222K 
 3: EX-10.15    Non-Employee Director Equity Incentive Comp. Plan     11     44K 
 4: EX-10.16.1  Excerpt of Resolution                                  1      9K 
 5: EX-10.17    2003 Annual Incentive Plan Summary                     4     16K 
 6: EX-10.20    Form of Change-Of-Control Empl. Security Agree.       23     95K 
 7: EX-10.22.1  Amend. to Letter Agreement                             3     18K 
 8: EX-10.23    Severance and Consulting Agreement                    15     45K 
 2: EX-10.8.1   Amend. to Protocol Agreement Dated 3-3-2002            7     31K 
 9: EX-13       Portion of Annual Report                             106±   477K 
10: EX-21       Subsidiaries of the Registrant                         1      8K 
11: EX-23       Consent of Independent Auditors                        1      8K 
12: EX-24.1     Powers of Attorney                                     1     10K 
13: EX-24.2     Power of Attorney                                      1      7K 
14: EX-24.3     Power of Attorney                                      1      9K 
15: EX-99       Computation of Ratio of Earnings                       1     10K 

EX-24.3   —   Power of Attorney

EX-24.3
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                                                                EXHIBIT 24.3
MONSANTO COMPANY    

CERTIFICATE     
-----------     

I, Sonya M. Davis, Assistant Secretary of Monsanto Company, hereby certify      
that the following is a full, true and correct copy of an excerpt from          
resolutions adopted by the Board of Directors of Monsanto Company on            
February 19, 2003, at which meeting a quorum was present and acting             
throughout:                                                                     

.   .   .                                                     

2.       Each officer and director who may be authorized or required to sign    
   and execute the Form 10-K or any document in connection therewith
(whether for and on behalf of the Company, or as an officer or
        director of the Company, or otherwise), be and hereby is authorized to
      execute a power of attorney appointing Charles W. Burson, Michael D.
   Bryan, Sonya M. Davis or Michael L. DeCamp, or any of them acting
    alone, his or her true and lawful attorney or attorneys, with full
      power of substitution and resubstitution to sign in his or her name,
     place and stead in any such capacity such Form 10-K and any and all
       amendments thereto and documents in connection therewith, and to file
    the same with the SEC or any other governmental body, each of said
        attorneys to have power to act with or without the others, and to have
       full power and authority to do and perform, in the name and on behalf
    of each of said officers and directors, every act whatsoever which
        such attorneys, or any one of them, may deem necessary, appropriate or
  desirable to be done in connection therewith as fully and to all
      intents and purposes as such officers or directors might or could do
in person.                                                    

.   .   .                                                     

IN WITNESS WHEREOF, I have hereunto set my hand in my official capacity and     
affixed the corporate seal of Monsanto Company this 4th day of March, 2003.     

                              /s/ Sonya M. Davis
                                 -------------------------------------
[SEAL]                                Sonya M. Davis                            
               Assistant Secretary

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing		Date		Other Filings
Filed on:		3/13/03		8-K,  DEF 14A
		2/19/03		3,  4,  4/A
For Period End:		12/31/02		11-K
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