SECOND AMENDMENT TO CHANGE-OF-CONTROL EMPLOYMENT SECURITY AGREEMENT

EXHIBIT 10

SECOND AMENDMENT TO

CHANGE-OF-CONTROL

EMPLOYMENT SECURITY AGREEMENT

This SECOND AMENDMENT to the Agreement dated as of ____, 200_, by and between Monsanto Company, a Delaware corporation (the “Company”), and ___________ (the “Executive”), as amended by the First Amendment dated as of April 24, 2006 (the “First Amendment”) (such agreement as amended by the First Amendment, the “Agreement”) is dated as of the 1st day of November, 2006 (the “Effective Date”). Capitalized terms used and not defined in this First Amendment have the meanings given to them in the Agreement.

The purpose of the First Amendment was to enable the Company to review the Agreement and all similar agreements between the Company and its executives in light of the enactment of Section 409A of the Code and current compensation practices, with a view to entering into new agreements after final Treasury Regulations under said Section 409A had been issued, which was then expected to occur by August 31, 2006. However, such Treasury Regulations have not yet been promulgated. Therefore, in order to accomplish this purpose, the Board has caused the Company to enter into this Second Amendment.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1. The definition of “Term of this Agreement” in Section 11 of the Agreement is hereby amended to read in its entirety as follows:

“Term of this Agreement” means the period beginning on the date of this Agreement and ending on August 31, 2007.

2. The Executive and the Company acknowledge that if a Change of Control occurs during the Term of the Agreement (as defined pursuant to the preceding paragraph of this Amendment), payments made and benefits provided pursuant to the Agreement may be considered “deferred compensation” that is subject to Section 409A of the Code, and it may therefore be necessary to amend the Agreement, within the time period permitted by the applicable Treasury Regulations, to make changes so as to cause such payments and benefits not to be considered “deferred compensation” for purposes of Section 409A, to cause the provisions of the Agreement to comply with the requirements of Section 409A, or a combination thereof, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A. The Executive hereby agrees that the Company may, without any further consent from the Executive, make any and all such changes to the Agreement as may be necessary or appropriate to avoid the imposition of penalties on the Executive pursuant to Section 409A, while not substantially reducing the aggregate value to the Executive of the payments and

benefits to, or otherwise adversely affecting the rights of, the Executive under the Agreement.

3. This Amendment is effective as of the Effective Date, as defined in the first sentence hereof.

IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the authorization from its Board of Directors, the Company has caused these presents to be executed in its name on its behalf, all as of the day and year first above written.

____________________________________

[Executive]

MONSANTO COMPANY

By:____________________________

[Chief Executive Officer]

[Senior Vice President, Human Resources]

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