0001193125-05-008138 Sample Contracts

SUPPLEMENTAL INDENTURE
Supplemental Indenture • January 19th, 2005 • Mosaic Co • Agricultural chemicals • New York

This Supplemental Indenture (this “Supplemental Indenture”), dated as of January 5, 2005, is by and among Mosaic Global Holdings Inc. (formerly known as IMC Global Inc.), a Delaware corporation (the “Company”), The Mosaic Company, a Delaware corporation (“Mosaic”), Mosaic Fertilizer, LLC, a Delaware limited liability company (“Mosaic Fertilizer”), Mosaic Crop Nutrition, LLC, a Delaware limited liability company (“Mosaic Crop Nutrition”), and The Bank of New York, a New York banking corporation, as trustee under the Original Indenture referred to below (the “Trustee”).

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MOSAIC GLOBAL HOLDINGS INC. (formerly known as IMC GLOBAL INC.), THE MOSAIC COMPANY, MOSAIC FERTILIZER, LLC, MOSAIC CROP NUTRITION, LLC and THE BANK OF NEW YORK, as Trustee
Supplemental Indenture • January 19th, 2005 • Mosaic Co • Agricultural chemicals • New York

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 04, 2005, among MOSAIC GLOBAL HOLDINGS INC. (formerly known as IMC GLOBAL INC.), a Delaware corporation, as issuer (the “Company” or “IMC”), The Mosaic Company, a Delaware corporation, Mosaic Fertilizer, LLC, a Delaware limited liability company, Mosaic Crop Nutrition, LLC, a Delaware limited liability company, and THE BANK OF NEW YORK, a New York banking corporation, as trustee (the “Trustee”).

FOURTH SUPPLEMENTAL INDENTURE
Fourth Supplemental Indenture • January 19th, 2005 • Mosaic Co • Agricultural chemicals • New York

This Fourth Supplemental Indenture (this “Supplemental Indenture”), dated as of January 4, 2005 is by and among Phosphate Acquisition Partners L.P., a Delaware limited partnership (as successor to Phosphate Resource Partners Limited Partnership (formerly known as Freeport-McMoRan Resource Partners, Limited Partnership)) (the “Issuer”), The Mosaic Company, a Delaware corporation (“Mosaic”), Mosaic Fertilizer, LLC, a Delaware limited liability company (“Mosaic Fertilizer”), Mosaic Crop Nutrition, LLC, a Delaware limited liability company (“Mosaic Crop Nutrition”), and JPMorgan Chase Bank, N.A. (formerly known as Chemical Bank), a national banking association, as trustee under the Original Indenture referred to below (the “Trustee”).

THE MOSAIC COMPANY RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • January 19th, 2005 • Mosaic Co • Agricultural chemicals • Delaware

This RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is made this day of , , by and between The Mosaic Company, a Delaware corporation (the “Company”) and (“Participant”).

THE MOSAIC COMPANY RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • January 19th, 2005 • Mosaic Co • Agricultural chemicals • Delaware

This RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is made this day of , , by and between The Mosaic Company, a Delaware corporation (the “Company”) and (the “Participant”).

Second Amendment Agreement to the Master Agency Agreement Convertibility Enhanced Note Issuance Program
Mosaic Co • January 19th, 2005 • Agricultural chemicals • New York

CARGILL FERTILIZANTES S.A., a Brazilian corporation established at Avenida Morumbi, 8234, in the city of Sao Paulo, State of Sao Paulo (hereinafter, the “Issuer”), and

THE MOSAIC COMPANY NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • January 19th, 2005 • Mosaic Co • Agricultural chemicals • Delaware

This NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) is made this day of , , by and between The Mosaic Company, a Delaware corporation (the “Company”) and (the “Participant”).

Master Agency Agreement Convertibility Enhanced Note Issuance Program
Mosaic Co • January 19th, 2005 • Agricultural chemicals • New York

We hereby agree to, act as the Issuing, Placement and Paying Agent (hereinafter, the “Agent”), in respect of the issuance of various fixed rate notes (hereinafter, the “Notes”) by CARGILL FERTILIZANTES S.A., a Brazilian corporation established at Avenida Morumbi, 8234, in the city of Sao Paulo, State of Sao Paulo (hereinafter, the “Issuer”), up to the total principal amount of USD 100,000,000, pursuant to Brazilian Central Bank Circular No. 3027, of February 22, 2001, and subject to the following:

Amendment Agreement to the Master Agency Agreement Convertibility Enhanced Note Issuance Program
Agreement • January 19th, 2005 • Mosaic Co • Agricultural chemicals • New York

CARGILL FERTILIZANTES S.A., a Brazilian corporation established at Avenida Morumbi, 8234, in the city of Sao Paulo, State of Sao Paulo (hereinafter, the “Issuer”), and

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