EX-25.3 4 exh25-3.htm FORM T-1 - MONSANTO FINANCE CANADA CO. Monsanto Company Exhibit 25.1 to Form S-3/A


Exhibit 25.1


FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)           |__|


THE BANK OF NEW YORK TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)

    95-3571558
(State of incorporation
if not a U.S. national bank)
  (I.R.S. employer
identification no.)

700 South Flower Street
Suite 500
Los Angeles, California
  90017
(Address of principal executive offices)   (Zip code)


MONSANTO FINANCE CANADA CO.
(Exact name of obligor as specified in its charter)

Nova Scotia, Canada   Not Applicable
(State of incorporation
if not a U.S. national bank)
  (I.R.S. employer
identification no.)

800 North Lindbergh Boulevard
St. Louis, Missouria
  63167
(Address of principal executive offices)   (Zip code)


Senior Debt Securities
(Title of the indenture securities)




1. General information. Furnish the following information as to the trustee:

  (a) Name and address of each examining or supervising authority to which it is subject.


Name Address

  Comptroller of the Currency
United States Department of the Treasury
Washington, D.C. 20219

  Federal Reserve Bank San Francisco, California 94105

  Federal Deposit Insurance Corporation Washington, D.C. 20429

  (b) Whether it is authorized to exercise corporate trust powers.

  Yes.

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).

  1. A copy of the articles of association of The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948).

  2. A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).

  3. A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-121948).

  4. A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121948).

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  6. The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-121948).

  7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.












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SIGNATURE

        Pursuant to the requirements of the Act, the trustee, The Bank of New York Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Chicago, and State of Illinois, on the 19th day of May, 2005.

  THE BANK OF NEW YORK TRUST
COMPANY, N.A.

  By:  /s/ D.G. Donovan
  Name:  D.G. Donovan
  Title:  Vice President









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EXHIBIT 7

Consolidated Report of Condition of
THE BANK OF NEW YORK TRUST COMPANY, N.A.of
700 S. Flower Street, 2nd Floor, Los Angeles, CA 90017

        At the close of business December 31, 2004, published in accordance with Federal regulatory authority instructions.

ASSETS   Dollar Amounts
in Thousands
 

Cash and balances due from
         depository institutions:
     
         Noninterest-bearing balances
           and currency and coin
  5,975  
         Interest-bearing balances  0  
Securities: 
         Held-to-maturity securities  79  
         Available-for-sale securities  27,506  
Federal funds sold and securities 
         purchased under agreements to resell: 
         Federal funds sold  31,000  
         Securities purchased under agreements to resell  111,000  
Loans and lease financing receivables: 
         Loans and leases held for sale  0  
         Loans and leases, 
           net of unearned income  0  
         LESS: Allowance for loan and 
           lease losses  0  
         Loans and leases, net of unearned 
           income and allowance  0  
Trading assets  0  
Premises and fixed assets (including 
         capitalized leases)  2,356  
Other real estate owned  0  
Investments in unconsolidated 
         subsidiaries and associated 
         companies  0  
Customers' liability to this bank
         on acceptances outstanding
  0  
Intangible assets: 
      Goodwill  237,448  
      Other Intangible Assets  17,376  
Other assets  35,890  

Total assets  $468,630  



LIABILITIES      

Deposits:    
         In domestic offices 
         Noninterest-bearing  9,060  
         Interest-bearing  0  
Not applicable 
Federal funds purchased and securities 
         sold under agreements to repurchase: 
         Federal funds purchased  0  
         Securities sold under agreements to repurchase  0  
Trading liabilities  0  
Other borrowed money: 
         (includes mortgage indebtedness 
         and obligations under capitalized 
         leases)  58,000  
Not applicable 
Bank's liability on acceptances
           executed and outstanding
  0  
Subordinated notes and debentures  0  
Other liabilities  46,904  
Total liabilities  $ 113,964  
Minority interest in consolidated subsidiaries  0  
EQUITY CAPITAL 
Perpetual preferred stock and related surplus  0  
Common stock  1,000  
Surplus  294,040  
Retained earnings  59,681  
Accumulated other comprehensive 
         income  (55 )
Other equity capital components  0  
Total equity capital  $ 354,666  

Total liabilities, minority interest, and equity capital  $ 468,630  
 

        I, Thomas J. Mastro, Comptroller of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

  Thomas J. Mastro ) Comptroller

        We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

  Richard G. Jackson )
  Nicholas C. English ) Directors
  Karen B. Shupenko )