0001193125-06-170786 Sample Contracts

SENIOR MANAGEMENT SEVERANCE AGREEMENT
Senior Management Severance Agreement • August 11th, 2006 • Mosaic Co • Agricultural chemicals • Minnesota

This Senior Management Severance Agreement (“Agreement”) is made and entered into effective as of (“Agreement Date”) between THE MOSAIC COMPANY (the “Company”), having its principal place of business in Minnesota, and (“Employee”), a resident of , for the purpose of providing for certain benefits in the event of termination of Employee’s employment by the Company without Cause or by Employee for Good Reason, according to the terms, conditions, and obligations set forth below.

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PRODUCT SUPPLY AGREEMENT
Product Supply Agreement • August 11th, 2006 • Mosaic Co • Agricultural chemicals

On the one hand, the SUPPLIER, namely MOSAIC FERTILIZANTES DO BRASIL S.A., with its principal offices at Avenida Morumbi, 8234, 3º andar, CNPJ no. 61.156.501/0001-56, IE no. 103.693.373.118, here represented according to its articles of incorporation; and on the other hand, the PURCHASER, namely AGRIBRANDS PURINA DO BRASIL LTDA., with its principal offices at Rodovia Campinas-Paulínia, km 22, Bairro Betel, CNPJ no. 02.391.178/0002-17 and IE no. 513.026.736.114, here represented according to its articles of incorporation and hereinafter simply called the PURCHASER, hereby agree to the following:

Supply Agreement
Supply Agreement • August 11th, 2006 • Mosaic Co • Agricultural chemicals • Manitoba

Whereas Mosaic and its Affiliates (collectively, “The Mosaic Company”) manufacture, produce and supply a variety of agricultural fertilizers (the “Products”) to Cargill and, through Cargill, to retail crop input dealers in which Cargill has an equity interest.

SUPPLY AGREEMENT FEED GRADE PHOSPHATES (MONOCAL) PHILIPPINES
Supply Agreement • August 11th, 2006 • Mosaic Co • Agricultural chemicals
STORAGE AND HANDLING AGREEMENT
Storage and Handling Agreement • August 11th, 2006 • Mosaic Co • Agricultural chemicals • Manitoba

THIS AGREEMENT is made as of the 1st day of November, 2005 between CARGILL LIMITED, having its principal office at PO Box 5900, 300-240 Graham Avenue, Winnipeg, Manitoba R3C 4C5 (“CARGILL”) and MOSAIC CANADA ULC, having its principal office at the Belle Plaine Plant Site, Belle Plaine, Saskatchewan S0G 0G0 (“MOSAIC”).

Port Cargill Shared Service and Access Agreement
Service and Access Agreement • August 11th, 2006 • Mosaic Co • Agricultural chemicals • Minnesota

This Shared Service and Access Agreement (“Agreement”), effective October 22, 2004 (“Effective Date”), is made between Cargill, Incorporated (“Cargill”) acting through its Cargill Salt business unit(s) (“Salt”) and Cargill Ag Horizons (“CAH”) business units and GNS III (U.S.) LLC (“Holding Company”); and

Contract of Assignment under the Contract #1 of February 24, 2004
Mosaic Co • August 11th, 2006 • Agricultural chemicals

THE PRESENT Contract (hereinafter “Contract”) is concluded between Cargill YUG, a limited liability company, registered on 21 June 2000 and existing under Russian legislation under Registration No. P – 13762.17, represented by financial director Karnaukhov L.G. acting by virtue of the Power of Attorney No. 106 dated 11.04.2005 (hereinafter “Cargill”), and

PRODUCT PURCHASE, STORAGE AND HANDLING AGREEMENT
Storage and Handling Agreement • August 11th, 2006 • Mosaic Co • Agricultural chemicals • Minnesota

This Product Purchase, Storage and Handling Agreement, made this, 1st day of June, 2006 by CARGILL, INCORPORATED (CARGILL AGHORIZONS BUSINESS UNIT), a Delaware Corporation, (“AGHORIZONS”), whose principal place of business is 15407 McGivney Road West, Wayzata, Minnesota, 55391 and MOSAIC CROP NUTRITION, LLC, a Delaware Limited Liability Corporation (“MOSAIC”) whose principal place of business is Atria Corporate Center, Suite E490, 3033 Campus Drive, Plymouth, MN 55441.

SEVERANCE AGREEMENT
Severance Agreement • August 11th, 2006 • Mosaic Co • Agricultural chemicals • Minnesota

This Severance Agreement (“Agreement”) is made and entered into effective as of September , 2005 (the “Agreement Date”) between THE MOSAIC COMPANY (the “Company”), having its principal place of business in Minnesota, and FREDRIC W. CORRIGAN (“Employee”), a resident of Edina, Minnesota, for the purpose of providing for certain benefits in the event of termination of Employee’s employment by the Company without Cause or by Employee for Good Reason, according to the terms, conditions, and obligations set forth below.

Houston Property Shared Service and Access Agreement
Service and Access Agreement • August 11th, 2006 • Mosaic Co • Agricultural chemicals • Minnesota

This Shared Service and Access Agreement (“Agreement”), effective October 22, 2004 (“Effective Date”), is made between Cargill, Incorporated (“Cargill”) acting through its Grain and Oilseeds Supply Chain North America business unit (“GOSCNA”) and GNS III (U.S.) LLC (“Holding Company”); and

SUPPLY AGREEMENT FEED GRADE PHOSPHATES (MONOCAL) THAILAND
Supply Agreement • August 11th, 2006 • Mosaic Co • Agricultural chemicals
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 11th, 2006 • Mosaic Co • Agricultural chemicals • Delaware

This Amendment No. 1 (this “Amendment”), dated as of this 31st day of March, 2006, amends that certain Registration Rights Agreement dated as of December 1, 2005 (the “Agreement”), by and between The Mosaic Company, a Delaware corporation (the “Company”), and U.S. Agri-Chemicals Corporation, a Florida corporation (“USAC”).

SUPPLY AGREEMENT FEED GRADE PHOSPHATES (MONOCAL) VENEZUELA
Supply Agreement • August 11th, 2006 • Mosaic Co • Agricultural chemicals
Att.: Mr/Ms [—] Subject.: Agreement for issuing a Mosaic Fertilizantes do Brasil S.A. Letter of Guarantee in behalf of Banco Cargill S.A.
Mosaic Co • August 11th, 2006 • Agricultural chemicals

This is to confirm the agreement between Banco Cargill S.A. (“Banco Cargill”) and Mosaic Fertilizantes do Brasil S.A. (“Mosaic”) in regard to Mosaic issuing letters of guarantee in behalf of Banco Cargill for loan and financing transactions provided by Banco Cargill to Mosaic customers (the “Guaranteed Transactions” and “Mosaic Customers”, respectively) upon issuing of Bank Credit Bills by Mosaic Customers in behalf of Banco Cargill, whether combined with swap or currency forward transactions or otherwise.

FERTILIZER SUPPLY AGREEMENT
Fertilizer Supply Agreement • August 11th, 2006 • Mosaic Co • Agricultural chemicals • Minnesota

This AGREEMENT made effective as of October 22, 2004 between THE MOSAIC COMPANY, a Delaware corporation, with principal place of business located at 3033 Campus Drive, Suite E490, Plymouth, Minnesota 55441 (“Seller”) and the Cargill AgHorizons Business Unit of CARGILL, INCORPORATED, a Delaware corporation, with principal place of business located at 15407 McGinty Road West,Wayzata, Minnesota 55391 (“Purchaser”).

SUPPLY AGREEMENT FEED GRADE PHOSPHATES (BIOFOS) VIETNAM, INDONESIA AND TAIWAN
Supply Agreement • August 11th, 2006 • Mosaic Co • Agricultural chemicals
AMENDMENT TO MASTER TRANSITION SERVICES AGREEMENT
Master Transition Services Agreement • August 11th, 2006 • Mosaic Co • Agricultural chemicals

This AMENDMENT TO MASTER TRANSITION SERVICES AGREEMENT (the “Amendment”) is entered into on this 16th day of May, 2006 (the “Effective Date”) by and between Cargill, Incorporated, a Delaware corporation (“Cargill”) and The Mosaic Company, a Delaware corporation (“Mosaic”).

SALE CONTRACT
Sale Contract • August 11th, 2006 • Mosaic Co • Agricultural chemicals • Florida

This Sale Contract is made this 24th day of February, 2006 by and between the Salt Business Unit of Cargill, Incorporated with principal offices at 12800 Whitewater Drive #21, Minnetonka, MN 55343 (“Buyer”) and Mosaic USA LLC with its principal offices located at Atria Corporate Center, Suite E490, 3033 Campus Drive, Plymouth, MN 55441 (“Seller”).

SUPPLY AGREEMENT FEED GRADE PHOSPHATES NORTH AMERICA
Supply Agreement • August 11th, 2006 • Mosaic Co • Agricultural chemicals
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