Monsanto Co/New – ‘10-K’ for 12/31/02 – EX-24.2

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-24.2   —   Power of Attorney

EX-24.2
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                                                            EXHIBIT 24.2

POWER OF ATTORNEY     

KNOW ALL MEN BY THESE PRESENTS:                                                 

That each person whose signature appears below, as a Director or Officer of     
Monsanto Company (the "Company"), a Delaware corporation with its general       
offices in the County of St. Louis, Missouri, does hereby make, constitute      
and appoint CHARLES W. BURSON, MICHAEL D. BRYAN, SONYA M. DAVIS or MICHAEL      
L. DECAMP, or any one of them acting alone, his or her true and lawful          
attorneys, with full power of substitution and resubstitution, in his or        
her name, place and stead, in any and all capacities, to execute and sign       
the Company's Annual Report on Form 10-K, and any registration statement on     
Form S-8 covering the registration of additional securities of the Company      
to be issued under the Monsanto Company Long-Term Incentive Plan as             
approved by the Board of Directors of the Company, and any and all              
amendments thereto, and documents in connection therewith, to be filed with     
the Securities and Exchange Commission under the Securities Act of 1933, as     
amended, or the Securities Exchange Act of 1934, as amended, giving and         
granting unto said attorneys full power and authority to do and perform         
such actions as fully as they might have done or could do if personally         
present and executing any of said documents.                                    

Dated and effective as of the 27th of February 2003.                            

/s/ George Poste                                                      
----------------------------                                                    
George Poste, Director