EXHIBIT 99
EXHIBIT INDEX
The following exhibits are filed as a part of this Amendment No. 1 to the
Registration Statement on Form S-1. Certain of these exhibits are incorporated
by reference.
Exhibit No. Description of Exhibits Page No.
UNDERWRITING AGREEMENT:
1.A Underwriting Agreement between Farmland Industries, Inc. and Farmland
Securities Company, dated December 6, 1989. (Incorporated by
Reference - Form S-1 No. 33-56821 filed December 12, 1994)
1.A(1) Amendment, dated December 5, 1994, to the agreement, dated
December 6, 1989 between Farmland Industries, Inc. and Farmland
Securities Company. (Incorporated by Reference - Form S-1 No.
33-56821, filed December 12, 1994)
1.B Sales Agency Agreement between Farmland Industries, Inc. and American
Heartland Investment, Inc., dated December 29, 1993.(Incorporated by
Reference - Form S-1 No. 33-56821, filed December 12, 1994)
ARTICLES OF INCORPORATION AND BYLAWS:
3.A Articles of Incorporation and Bylaws of Farmland Industries, Inc.
effective December 5, 1996. (Incorporated by Reference - Form 10-Q,
filed January 14, 1997)
INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING
INDENTURES:
* 4.(i)A Form of Trust Indenture with UMB Bank, National
Association, providing for issuance of unsubordinated debt
securities, including form of Demand Loan Certificates.
* 4.(i)B Form of Trust Indenture with Commerce Bank, National Association,
providing for issuance of subordinated debt
securities, including forms of Ten-Year Bond, Series A, Ten-Year
Bond, Series B, Five-Year Bond, Series C, Five-Year Bond, Series D,
Ten-Year Monthly Income Bond, Series E, Ten-Year Monthly Income
Bond, Series F, Five-Year Monthly Income Bond, Series G and Five-
Year Monthly Income Bond, Series H.
4.(ii)A Syndicated Credit Facility between Farmland Industries, Inc. and
various banks dated May 15, 1996, (Incorporated by Reference - Form
10-Q filed July 15, 1996)
4.(ii)A(1) First Amendment dated May 14, 1997 (including
Exhibits A, B, C, D and Schedule 101A) to
Syndicated Credit Facility dated May 15, 1996
between Farmland Industries, Inc. and various
banks. (Incorporated by Reference - Form 10-K
filed November 7, 1997)
Certain instruments relating to long-term debt not being registered have
been omitted in accordance with Item 601(b)(4)(iii) of Regulation S-K.
Registrant will furnish a copy of any such instrument to the Commission
upon its request.
*5 Opinion of Robert B. Terry, Vice President and General Counsel of
Farmland Industries, Inc. re Legality
MATERIAL CONTRACTS:
LEASE CONTRACTS:
10.(i)A Leveraged lease dated September 6, 1991, among the First National
Bank of Chicago, not individually but solely as Trustee for AT&T
Commercial Finance Corporation, The Boatmen's National Bank of St.
Louis, Firstier Bank, N.A. and Norwest Bank Minnesota, National
Association and Farmland Industries, Inc. in the amount of
$73,153,000. (Incorporated by Reference - Form SE, filed December 3,
1991)
10.(i)B Leveraged lease dated March 17, 1977, among the First National Bank
of Commerce as Trustee for General Electric Credit Corporation as
Beneficiary and Farmland Industries, Inc. in the amount of
$51,909,257.90. (Incorporated by Reference - Form S-1, No. 2-60372,
effective December 22, 1977)
MANAGEMENT REMUNERATIVE PLANS:
10.(iii)A Employee Variable Compensation Plan (September 1, 1997 -
August 31, 1998). (Incorporated by Reference - Form 10-K
filed November 7, 1997)
10.(iii)B Farmland Industries, Inc. Management Long-Term Incentive Plan
(Effective September 1, 1993) (Incorporated by Reference -
Form 10-K, filed November 28, 1995)
10.(iii)B(1) Exhibit E (Fiscal years 1997 through 1999) (Incorporated by
Reference - Form 10-K filed November 7, 1997)
10.(iii)B(2) Exhibit F (Fiscal years 1998 through 2000) (Incorporated by
Reference - Form 10-K filed November 7, 1997)
10.(iii)C Farmland Industries, Inc. Supplemental Executive Retirement Plan
(Effective January 1, 1994) (Incorporated by Reference -
Form 10-K, filed November 28, 1995)
10.(iii)C(1) Resolution Approving the Revision of Appendix A and Appendix
A (Incorporated by Reference - Form 10-K, filed November 27,
1996)
10.(iii)D Farmland Industries, Inc. Executive Deferred Compensation Plan
(As Amended and Restated Effective November 1, 1996)
(Incorporated by Reference - Form 10-K, filed November 27, 1996)
**12 Computation of Ratios
21 Subsidiaries of the Registrant . (Incorporated by Reference - Form 10-K
filed November 7, 1997)
CONSENTS OF EXPERTS AND COUNSEL:
*23.A Independent Auditors' Consent
*23.B Consent of Special Tax Counsel
*23.C Consent of Qualified Independent Underwriter
*23.D Consent of Robert B. Terry, Vice President and General Counsel of
Farmland Industries, Inc. (included in Exhibit 5)
**24 Power of Attorney
**25.A Statement of Eligibility of Trustee and Qualification of UMB Bank,
National Association Trustee, Form T-1.
**25.B Statement of Eligibility of Trustee and Qualification of Commerce Bank,
National Association as Trustee, Form T-1.
* Filed herewith
** Previously filed (Form S-1, No. 333-40759 filed November 21, 1997)