Amendment No. 3 to Schedule 13D

Section 6.9

Severability

Section 6.10

Arm’s Length Transactions

Section 6.11

No Presumption

Section 6.12

Specific Performance

Section 6.13

Non-Recourse

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KRXJFc0lW3TP3NKRdoPjk/KN+9QGDjsedx5Hn6eqf8MkJucrNkV2EG+xfpfzoxnP 3hXFHLKKPUFGD8KdqRKFWA== 0001193125-11-010130.txt : 20110119 0001193125-11-010130.hdr.sgml : 20110119 20110119161435 ACCESSION NUMBER: 0001193125-11-010130 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20110119 DATE AS OF CHANGE: 20110119 GROUP MEMBERS: CARGILL FERTILIZER, INC GROUP MEMBERS: GNS I (U.S.) CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MOSAIC CO CENTRAL INDEX KEY: 0001285785 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870] IRS NUMBER: 200891589 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80123 FILM NUMBER: 11535986 BUSINESS ADDRESS: STREET 1: 3033 CAMPUS DRIVE, SUITE E490 CITY: PLYMOUTH STATE: MN ZIP: 55441 BUSINESS PHONE: 7635772700 MAIL ADDRESS: STREET 1: 3033 CAMPUS DRIVE, SUITE E490 CITY: PLYMOUTH STATE: MN ZIP: 55441 FORMER COMPANY: FORMER CONFORMED NAME: GLOBAL NUTRITION SOLUTIONS INC DATE OF NAME CHANGE: 20040401 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CARGILL INC CENTRAL INDEX KEY: 0000884100 IRS NUMBER: 410177680 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 15407 MCGINTY RD. CITY: MINNETONKA STATE: MN ZIP: 55391 BUSINESS PHONE: 9529843557 MAIL ADDRESS: STREET 1: PO BOX 5653 CITY: MINNEAPOLIS STATE: MN ZIP: 55440-5653 SC 13D/A 1 dsc13da.htm AMENDMENT NO. 3 TO SCHEDULE 13D Amendment No. 3 to Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

The Mosaic Company

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

61945A 10 7

(CUSIP Number)

Linda L. Cutler, Esq.

c/o Cargill, Incorporated

15615 McGinty Road West

Wayzata, Minnesota 55391

(952) 742-6377

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 18, 2011

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 61945A 107
1	Names of reporting persons: I.R.S. Identification nos. of above persons (entities only): Cargill, Incorporated 41-0177680
2	Check the appropriate box if a member of a group (a) x (b) ¨
3	SEC use only
4	Source of funds WC, OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		7	Sole voting power 11,631,933
		8	Shared voting power 274,127,839 ⁽¹⁾
		9	Sole dispositive power 11,631,933
		10	Shared dispositive power 274,127,839 ⁽¹⁾
11	Aggregate amount beneficially owned by each reporting person 285,759,772⁽¹⁾
12	Check if the aggregate amount in Row (11) excludes certain shares ¨
13	Percent of class represented by amount in Row (11) 64.0%⁽²⁾
14	Type of reporting person CO

(1)

Includes 30,155,221 shares of common stock, par value $0.01 per share (“Common Stock”), of The Mosaic Company (“Mosaic”), held by GNS I (U.S.) Corp. and 243,972,618 shares of Common Stock of Mosaic held by Cargill Fertilizer, Inc., both of which are wholly owned subsidiaries of Cargill, Incorporated.

(2)	All calculations of percentage ownership in this Schedule 13D are based upon a total of 446,178,085 shares of Common Stock of Mosaic, outstanding as of January 14, 2011, as reflected in the Merger and Distribution Agreement referred to in Item 4.


CUSIP No. 61945A 107
1	Names of reporting persons: I.R.S. Identification nos. of above persons (entities only): GNS I (U.S.) Corp. 20-1026546
2	Check the appropriate box if a member of a group (a) x (b) ¨
3	SEC use only
4	Source of funds WC, OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 30,155,221
		9	Sole dispositive power 0
		10	Shared dispositive power 30,155,221
11	Aggregate amount beneficially owned by each reporting person 285,759,772⁽³⁾
12	Check if the aggregate amount in Row (11) excludes certain shares ¨
13	Percent of class represented by amount in Row (11) 64.0%
14	Type of reporting person CO

(3)	Includes 11,631,933 shares of Common Stock Mosaic held by Cargill, Incorporated. and 243,972,618 shares of Common Stock of Mosaic held by Cargill Fertilizer, Inc.


CUSIP No. 61945A 107
1	Names of reporting persons: I.R.S. Identification nos. of above persons (entities only): Cargill Fertilizer, Inc. 59-1445393
2	Check the appropriate box if a member of a group (a) x (b) ¨
3	SEC use only
4	Source of funds WC, OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 243,972,618
		9	Sole dispositive power 0
		10	Shared dispositive power 243,972,618
11	Aggregate amount beneficially owned by each reporting person 285,759,772⁽⁴⁾
12	Check if the aggregate amount in Row (11) excludes certain shares ¨
13	Percent of class represented by amount in Row (11) 64.0%
14	Type of reporting person CO

(4)	Includes 11,631,933 shares of Common Stock of Mosaic held by Cargill, Incorporated and 30,155,221 shares of Common Stock of Mosaic held by GNS I (U.S.) Corp.

This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on November 1, 2004 (the “Original Schedule 13D”), as amended and supplemented by Amendment No. 1 thereto, filed on August 16, 2006 (“Amendment No. 1”), and by Amendment No. 2 thereto, filed on October 22, 2008 (“Amendment No. 2” and, together with the Original Schedule 13D and Amendment No. 1, the “Schedule 13D”), by Cargill, Incorporated, a Delaware corporation (“Cargill”), GNS I (U.S.) Corp., a Delaware corporation and wholly owned subsidiary of Cargill (“GNS I”), and Cargill Fertilizer, Inc., a Delaware corporation and wholly owned subsidiary of Cargill (“CFI” and, collectively with Cargill and GNS I, the “Reporting Persons”), with respect to shares of common stock, par value $0.01 per share (the “Common Stock”), of The Mosaic Company, a Delaware corporation (“Mosaic”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Original Schedule 13D. Except as specifically amended and supplemented by this Amendment No. 3, all other provisions of the Schedule 13D shall remain in full force and effect.

Item 4.

Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:

On January 18, 2011:

•

Cargill, Mosaic, GNS II (U.S.) Corp., a Delaware corporation and a direct, wholly-owned subsidiary of Mosaic (“M Holdings”), and GNS Merger Sub LLC, a Delaware limited liability corporation and a direct, wholly-owned subsidiary of M Holdings (“Merger Sub”) and, for the limited purposes set forth therein, the Margaret A. Cargill Foundation (the “MAC Foundation”), Acorn Trust (“Acorn”), Anne Ray Charitable Trust (“Anne Ray Charity”) and Lilac Trust (“Lilac,” and together with the MAC Foundation, Acorn and the Anne Ray Charity, the “Charitable Trusts”) executed a Merger and Distribution Agreement (the “Merger and Distribution Agreement”) attached as Exhibit 3 hereto;

•

Cargill and the Charitable Trusts entered into an Exchange Agreement (the “Exchange Agreement”) attached as Exhibit 4 hereto;

•

Cargill, Mosaic, M Holdings and the Charitable Trusts entered into a Registration Agreement (the “Registration Agreement”) attached as Exhibit 5 hereto;

•

Cargill entered into Tender and Support Agreements (the “Support Agreements”) with certain stockholders of Cargill, each substantially in the form attached as Exhibit 6 hereto; and

•

Cargill, Mosaic and M Holdings entered into a Tax Agreement (the “Tax Agreement”) attached as Exhibit 7 hereto.

Cargill intends, on or prior to the closing of the transactions contemplated by these agreements, to cause GNS I and CFI to transfer to Cargill all of the shares of Common Stock directly owned by GNS I and CFI. Pursuant to the transactions contemplated by these agreements, (1) M Holdings will effect a reclassification through an amendment to its certificate of incorporation that will authorize M Holdings to issue multiple classes of capital stock, (2) Merger Sub will merge with and into Mosaic, as a result of which Mosaic, the surviving corporation in the merger, will become a wholly-owned subsidiary of M Holdings and the shares of Common Stock held by Cargill will be converted into an equal number of shares of capital stock of M Holdings (as described below), (3) Cargill will divest its stake in M Holdings through a split-off of the M Holdings stock it receives in the merger to (a) certain Cargill stockholders in exchange for shares of Cargill common stock owned by them and (b) Cargill creditors in exchange for Cargill debt, and (4) the parties participating in the expected debt exchange and certain Cargill stockholders participating in the split-off will resell a number of shares of M Holdings stock in registered secondary offerings of the shares of M Holdings stock. Out of the approximately 286 million Mosaic shares currently held by Cargill, Cargill will split-off approximately 179 million shares of M Holdings stock to Cargill stockholders (including the Charitable Trusts) in exchange for all or a portion of those stockholders’ shares of Cargill common stock (the “Split-off”). Cargill expects to exchange all of its remaining approximately 107 million M Holdings shares for Cargill debt held by third party creditors. Pursuant to a ruling from the U.S. Internal Revenue Service (the “IRS”) regarding certain aspects of the transactions, the transactions are expected to be tax free to Cargill and its stockholders who participate in the Split-off.

Merger and Distribution Agreement

The Merger and Distribution Agreement sets forth the terms upon which M Holdings will amend its certificate of incorporation and Merger Sub will merge with and into Mosaic, and sets forth certain rights among the parties with respect to the Split-off.

Prior to the effective time of the merger, M Holdings’ certificate of incorporation will be amended to, among other things, authorize M holdings to issue three classes of common stock: (1) M Holdings common stock, the holders of which will be entitled to one vote per share, (2) M Holdings Class A common stock, the holders of which will be entitled to one vote per share, and (3) M Holdings Class B common stock, the holders of which will be entitled to 10 votes per share solely with respect to voting for the election of M Holdings’ board of directors and one vote per share on all other matters. In the merger, Cargill will receive an aggregate number of shares of M Holdings common stock, M Holdings Class A common stock and M Holdings Class B common stock equal to the number of shares of Common Stock held by Cargill immediately prior to the merger. Each of the outstanding shares of Common Stock held by Mosaic’s other stockholders will be converted, on a one-for-one basis, into shares of M Holdings common stock.

On the same day the merger becomes effective, Cargill will consummate the Split-off, in which it will exchange all of the shares of M Holdings common stock, M Holdings Class A common stock and M

Holdings Class B common stock it receives in the merger (other than approximately 107 million shares of M Holdings common stock, which Cargill expects to exchange for Cargill debt in one or more debt exchanges, described below) for all or a portion of the outstanding shares of Cargill common stock held by the Charitable Trusts and by other Cargill stockholders who participate in the Split-off. Subject to certain conditions, Cargill will determine the structure and terms and conditions of the transaction pursuant to which it may effect the Split-off. Cargill intends to effect the Split-off through an exchange offer to all of the holders of shares of common stock of Cargill that are “accredited investors.” Pursuant to the terms of the Exchange Agreement, as more fully described below, the Charitable Trusts have agreed to participate in the exchange offer and exchange all of their shares of Cargill common stock for shares of M Holdings. Pursuant to the Support Agreements, certain other Cargill stockholders have agreed to tender a portion of their shares of Cargill common stock in the exchange offer.

It is expected that immediately following the completion of the Split-off, shares of M Holdings capital stock held by the Charitable Trusts and other Cargill stockholders who participate in the Split-off will represent approximately 40% of M Holdings’ total outstanding shares and approximately 82% of the total vote with respect to the election of M Holdings’ board of directors. After the Split-off, the shares of M Holdings common stock held by Mosaic’s current public stockholders will represent approximately 36% of M Holdings’ total outstanding shares and approximately 11% of the total vote with respect to the election of directors. The remaining approximately 24% of the outstanding shares of M Holdings stock, representing approximately 7% of the director vote, will be held by Cargill and is expected to be exchanged with certain Cargill debt holders. The actual number of shares of M Holdings stock distributed to Cargill stockholders and debt holders will depend on the exchange ratio used in the exchange offer, which will be based on the trading price of shares of Common Stock and the value of Cargill immediately preceding the Split-off.

Cargill intends that in connection with the Split-off, on the same day the merger becomes effective, it will consummate an initial debt exchange, pursuant to which it will exchange a portion of the shares of M Holdings common stock it receives in the merger for indebtedness of Cargill pursuant to one or more debt exchange agreements, and it may subsequently consummate one or more follow-on debt exchanges. Subject to certain conditions, Cargill will determine the structure, terms and conditions of any debt exchange.

The closing of the transactions is subject to the satisfaction or waiver by each of Mosaic and Cargill of certain conditions set forth in the Merger and Distribution Agreement, including, among other things: (1) approval of the Merger and Distribution Agreement by the holders of a majority of the outstanding shares of Common Stock (with the Reporting Persons having agreed to vote to approve the Merger and Distribution Agreement) and the holders of a majority of the outstanding shares of Common Stock not held by the Reporting Persons; (2) effectiveness of a registration statement with respect to the formation offering contemplated by the Registration Agreement described below to be consummated on the same day the merger becomes effective; (3) no change in the private letter ruling issued by the IRS or change in law that could, (i) in the reasonable judgment of counsel of Mosaic, affect the validity of the private letter ruling in an adverse manner to Mosaic, or (ii) in the reasonable judgment of counsel of Cargill, adversely affect the validity of the private letter ruling in an adverse manner to Cargill and (4) receipt of approval for listing of the shares of M Holdings common stock on the New York Stock Exchange.

In addition, the obligation of Mosaic to close the transactions is subject to the satisfaction or waiver of certain conditions, including the confirmation by Cargill that it will consummate the Split-off, and that each stockholder of Cargill who will, after giving effect to the Split-off, beneficially own shares of M Holdings representing 5% of more of the voting power of M Holdings, execute and deliver to M Holdings a governance agreement setting forth certain stand-still provisions and restrictions on transfer applicable after closing of the Split-off.

The obligation of Cargill to effect the closing of the transactions is also subject to the satisfaction or waiver of certain other conditions, including (1) receipt of tax-related certifications from Mosaic and the Charitable Trusts and receipt by Cargill of a tax opinion, (2) that no “Material Market Event” (as defined in the Merger and Distribution Agreement) shall have occurred and that (3) no material adverse change to Mosaic shall have occurred.

The Merger and Distribution Agreement may be terminated at any time prior to closing (1) by the mutual written consent of Cargill and Mosaic; (2) by either Cargill or Mosaic (A) in the event there is a final and non-appealable prohibition by a governmental entity of the merger, the Split-off, the initial debt exchange, or the registered secondary offerings that are expected to occur during the first fifteen months after the closing of the Split-off, as contemplated in the Registration Agreement; (B) if the Mosaic stockholders do not approve the Merger and Distribution Agreement; or (C) after August 18, 2011 if the closing has not occurred by such date (subject to extension under certain circumstances in accordance with the Merger and Distribution Agreement) (as so extended, the “End Date”); (3) by Mosaic, among other things, after a period of sixty consecutive days (or such longer number of days as provided in the Merger and Distribution Agreement) during which certain enumerated conditions to closing shall have been satisfied or waived (other than those that by their nature are to be satisfied as of the closing) (the “Closing Period”) if the closing of the merger has not occurred; or (4) by Cargill, if (A) Mosaic’s Board of Directors or Special committee changes its recommendation to its stockholders in favor of the approval of the Merger and Distribution Agreement prior to the approval of the Merger and Distribution Agreement by Mosaic’s stockholders, or (B) if Cargill’s board of directors determines in its sole discretion that the restructuring transactions are not in the best interest of Cargill and that then-present market conditions are not consistent with achieving Cargill’s business objective. In the event of termination under certain conditions, as described in the Merger and Distribution Agreement (including in the event that the Merger and Distribution Agreement is terminated because Cargill’s board of directors determines in its sole discretion that the transactions are not in the best interest of Cargill and that then-present market conditions are not consistent with achieving Cargill’s business objective), Cargill will be required to pay to Mosaic a termination fee of $200 million, which would be distributed by Mosaic to the holders of Common Stock (other than Cargill and its subsidiaries) on a pro-rata basis. In addition, in the event the Merger and Distribution Agreement is terminated under circumstances in which Cargill is required to pay a termination fee, the Reporting Persons will be restricted for six months following the termination from transferring shares of Common Stock constituting 35% or more of the Common Stock then outstanding unless all holders of Common Stock are provided with the opportunity to participate in such transaction on no less favorable terms.

Mosaic has undertaken various covenants in the Merger and Distribution Agreement in respect of its interim operations, pursuant to which, among other things, it has agreed not to amend its organizational documents, adopt certain plans of liquidation or dissolution, make certain changes to its line of business, effect certain acquisitions, issues, sales, grants, redemptions or other disposals of its own securities or grant certain rights over them, accelerate the exercise date of equity awards, make certain acquisitions or dispositions of businesses, assets or other properties, declare special dividends, or incur liabilities or obligations outside the ordinary course. In addition, Mosaic has agreed to hold a stockholders meeting, and file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 which shall include a proxy statement, seeking stockholder approval of the adoption of the Merger and Distribution Agreement by the holders of a majority of the outstanding shares of Common Stock and the holders of a majority of the outstanding shares of Common Stock not held by the Reporting Persons.

Cargill has agreed, among other things, to vote, or cause to be voted, at the Mosaic stockholders meeting, all shares of Common Stock held by the Reporting Persons in favor of the adoption of the Merger and Distribution Agreement and any other matters to be implemented after the closing of the transactions and that are necessary to consummate the transactions. Cargill has undertaken various covenants restricting its ability until the earlier of the closing or the termination of the Merger and Distribution Agreement in accordance with its terms to transfer the shares of Common Stock, participate in an acquisition of securities of Mosaic or its subsidiaries or a business combination, recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Mosaic or any of its subsidiaries, solicit proxies with respect to the voting of any Common Stock, participate in a group (other than with Cargill’s affiliates) with respect to any of the shares of Common Stock, or submit to Mosaic stockholders any written consent or call a special meeting of Mosaic’s stockholders. Cargill has also agreed that until the earlier of the closing or the termination of the Merger and Distribution Agreement in accordance with its terms,

except as permitted in accordance with the Merger and Distribution Agreement, it will not solicit alternative proposals, or participate in discussions with, or furnish information concerning Cargill or Mosaic to, any other person in connection with an alternative proposal.

Exchange Agreement

Pursuant to the Exchange Agreement, the Charitable Trusts have agreed to exchange all of their shares of Cargill common stock for shares of M Holdings stock as part of the Split-off.

The obligation of the Charitable Trusts to exchange their shares of Cargill common stock for shares of M Holdings stock is subject to the satisfaction of the conditions set forth in the Exchange Agreement, each of which may be waived by the Charitable Trusts, including: (1) the completion of the merger and the amendment to M Holdings certificate of incorporation pursuant to which it will become authorized it to issue multiple classes of capital stock as described above; (2) effectiveness of a registration statement with respect to the formation offering contemplated by the Registration Agreement to be consummated on the same day the merger becomes effective; (3) the effectiveness of an underwriting agreement for the purchase by underwriters of at least 7.5 million shares of M Holdings common stock from the Charitable Trusts for resale to the public in the registered secondary offering as contemplated by the Registration Agreement to be consummated on the same day the merger becomes effective; (4) the shares of M Holdings common stock to be received by the Charitable Trusts in the Split-off shall have been approved for listing on the New York Stock Exchange; and (5) except as set forth in the Exchange Agreement, the terms and conditions on which stockholders of Cargill (other than the Charitable Trusts) exchange their shares of Cargill common stock in the Split-off must not be materially more favorable to such stockholders than the terms on which the Charitable Trusts exchange their shares of Cargill common stock in the Split-off.

The Charitable Trusts have undertaken various covenants which, among other things, restrict their ability to transfer shares of M Holdings stock, acquire any shares of capital stock or other securities of Cargill, Mosaic or M Holdings, grant proxies or enter into any voting agreement with respect to any common stock of Cargill, or request that Cargill’s stockholders consider, or vote or consent to, an initial public offering by Cargill. The Charitable Trusts have agreed to various other covenants and restrictions, including with respect to the transferability limits imposed on the shares of M Holdings stock received in the Split-off, and they have agreed to indemnify Cargill and its affiliates and their representatives in connection with certain tax losses.

The Exchange Agreement may be terminated prior to the exchange of the Charitable Trusts’ shares of Cargill common stock in the Split-off (1) by mutual consent of Cargill and the Charitable Trusts, (2) by either Cargill or the Charitable Trusts in the event of a final and non-appealable prohibition by a governmental authority of the Split-off, the exchange of the Charitable Trusts’ shares of Cargill common stock in the Split-off, or any of the registered secondary offerings during the first 15 months after closing, as contemplated in the Registration Agreement, or in the event the Merger and Distribution Agreement is terminated, or if the Split-off has not been consummated by the End Date, or (3) by the Charitable Trusts in the event of a breach by Cargill that would result in the failure of certain of the Charitable Trusts’ conditions to closing and which breach cannot be cured by the End Date, or at a time when Cargill has a right to terminate the Merger and Distribution Agreement due to a breach by Mosaic of certain of its covenants under the Merger and Distribution Agreement.

Registration Agreement

Pursuant to the Registration Agreement, following the Split-off, M Holdings has agreed to conduct registered secondary offerings (formation offerings) during the first 15 months after the merger to provide for the sale of a total of approximately 157 million of the shares of M Holdings stock by the Charitable Trusts and the participants in the Cargill debt exchanges. Participants in the expected debt exchanges are expected to sell a total of approximately 107 million shares of M Holdings common stock in the formation offerings and the Charitable Trusts will have the right to sell at least 49.5 million shares in the formation offerings. The first formation offering will occur on the same day as the Split-off and the merger immediately following the completion of the Split-off and the initial debt exchange. Up to three additional formation offerings may then be conducted within 15 months after the closing date.

All other shares of M Holdings stock received by the Charitable Trusts and not sold in the formation offerings and all shares of M Holdings stock received by other Cargill stockholders in the Split-off (approximately 129 million shares in the aggregate) will generally not be transferable for periods ranging from two and a half to four and a half years after the closing of the Split-off. The transfer restrictions on these shares of M Holdings stock will be released, and the shares will become transferable, in three equal annual installments beginning on the two and half year anniversary of the Split-off. To facilitate an orderly disposition of these shares, in connection with each annual release of the restricted shares of M Holdings stock, M Holdings will, at the request of the Charitable Trusts or, if the Charitable Trusts no longer hold shares of M Holdings stock, at its own election, register the shares of M Holdings stock for sale in a secondary “demand” offering that could occur each year after the second anniversary of the closing of the Split-off, with the first such secondary “demand” offering occurring not earlier than twelve months after the closing of the last formation offering (including the closing of all sales of shares pursuant to any overallotment option granted to underwriters in connection with such registered secondary offering) or certain primary equity issuances by the Company in accordance with the terms of the Registration Agreement.

Support Agreements

Cargill has entered into Support Agreements with certain stockholders of Cargill (collectively, the “Agreeing Stockholders”). Pursuant to the Support Agreements, each of the Agreeing Stockholders has agreed with Cargill that it will tender shares of Cargill common stock into the exchange offer in exchange for shares of M Holdings stock. Each Agreeing Stockholder has undertaken covenants which, among other things, restrict its ability to transfer shares of stock of M Holdings, acquire any shares of capital stock or other securities of Cargill, Mosaic or M Holdings, or grant proxies or enter into any voting agreement with respect to any common stock of M Holdings. Each Agreeing Stockholder has agreed to various other covenants and restrictions, including with respect to the transferability restrictions imposed on the shares of M Holdings stock received in the Split-off and the indemnification of Cargill and its affiliates and their representatives in connection with certain tax losses.

All other Cargill stockholders who wish to participate in the exchange offer (such stockholders, the “Other Tendering Stockholders”) will be required to:

1. make certain representations and warranties to Cargill, including with respect to its status as an accredited investor;

2. agree to various covenants and restrictions, similar to those in the Support Agreements described above, including with respect to the transferability restrictions imposed on the M Holdings shares received in the Split-off and the indemnification of Cargill, its affiliates and each of their representatives in connection with certain tax losses; and

3. acknowledge the transfer restrictions, discussed above, on the M Holdings shares received by it.

Tax Agreement

The Tax Agreement governs Mosaic’s and M Holdings’ tax related obligations with respect to the Split-off and it contains representations made by Mosaic and M Holdings in connection with Cargill’s receipt of the IRS Private Letter Ruling. The Tax Agreement also contains restrictions on M Holdings’ actions following the Split-Off, including limitations on M Holdings’ right to issue, transfer or approve the transfer of its equity securities, including in connection with a merger or business combination. Any actions by M Holdings that violate such limitations constitute “prohibited acts” under the Tax Agreement, as do certain other actions that could cause the transactions to be taxable to Cargill. However, any such actions may be undertaken by M Holdings if it obtains an opinion, satisfactory to Cargill, that such action(s) will not result in the transactions being treated as taxable to Cargill. This would potentially allow M Holdings the flexibility to take such actions (upon receipt of an opinion described above) based on the then-present facts and circumstances. The Tax Agreement details Mosaic’s and M Holdings’ obligation to indemnify Cargill in the event that any prohibited acts, or a breach of Mosaic’s representations or covenants, cause the split-off and the debt exchanges to fail to qualify as tax-free transactions. Receipt of a tax opinion described above does not relieve Mosaic from these indemnification obligations. The Tax Agreement also provides the parties’ rights to participate in and control a tax audit of the transactions.

The foregoing descriptions of the Merger and Distribution Agreement, Exchange Agreement, Registration Agreement, Support Agreement and Tax Agreement are summaries only and do not purport to be complete and are qualified, in all respects, by the provisions of the Merger and Distribution Agreement, Exchange Agreement, Registration Agreement, Support Agreement and Tax Agreement, which are incorporated herein by reference. Copies of the Merger and Distribution Agreement, the Registration Agreement and the Tax Agreement are attached as Exhibits 2.1, 2.2 and 2.3, respectively, to Mosaic’s Current Report on Form 8-K dated January 19, 2011. Copies of the Exchange Agreement and Support Agreement are attached hereto as Exhibits 4 and 6, respectively.

Cargill and Mosaic currently expect that the transactions will be completed in the second calendar quarter of 2011. However, there can be no assurance as to when the merger, the Split-off or any of the other transactions described above will occur or if they will occur at all.

On January 18, 2011, Cargill and Mosaic issued a joint press release attached as Exhibit 8 hereto disclosing the transactions and arrangements with certain of its stockholders described above.

Item 5.

Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated to read in its entirety as follows:

(a)

Cargill may be deemed to be a beneficial owner of 285,759,772 shares of Common Stock held directly by it and indirectly by GNS I and CFI, both wholly owned subsidiaries of Cargill. The aggregate number of shares beneficially held by the Reporting Persons is 285,759,772 shares, or 64.0%, based on 446,178,085 shares of Common Stock of Mosaic, outstanding as of January 14, 2011. Except as set forth on Exhibit 2, to the knowledge of the Reporting Persons, none of persons listed thereon is the beneficial owner of shares of Common Stock.

(b)

Cargill has sole power to vote or to dispose of the 11,631,933 shares of Common Stock it holds directly. GNS I shares with Cargill power to vote or to dispose of the 30,155,221 shares of Common Stock GNS I holds directly. CFI shares with Cargill power to vote or to dispose of the 243,972,618 shares of Common Stock CFI holds directly. Except as set forth on Exhibit 2, to the knowledge of the Reporting Persons, none of persons listed thereon has sole or shared power to vote or dispose of shares of Common Stock.

(c)

None of the Reporting Persons has, and to the knowledge of the Reporting Persons, none of the persons listed on Exhibit 2 hereto has effectuated any transactions in the shares of Common Stock in the past 60 days.

(d)

No person other than the Reporting Persons is known to the Reporting Persons to have the right to receive or the power to direct the receipt of the dividends from, or the proceeds from the sale of shares of Common Stock held directly or indirectly by the Reporting Persons except for the right and power of Cargill as the parent company of GNS I and CFI.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following:

The information set forth in Item 4 of this Schedule 13D is hereby incorporated by reference in this Item 6.

Item 7.

Material to be Filed as Exhibits

Joint Filing Agreement (Incorporated herein by reference to Exhibit 1 to the Schedule 13D filed by the Reporting Persons on November 1, 2004).

Directors and Executive Officers of the Reporting Persons.

Merger and Distribution Agreement, dated as of January 18, 2011, by and among The Mosaic Company, Cargill, Incorporated, GNS II (U.S.) Corp., GNS Merger Sub LLC and, solely with respect to (and for the limited purposes set forth in) Sections 4.1(c), 4.1(d), 5.7, 7.2(e), 7.2(f), 7.3(b)-(d), 7.4, 7.5, 7.6, 11.9, 11.13(d) and the last two sentences of Section 11.6, the Margaret A. Cargill Foundation, the Acorn Trust, the Anne Ray Charitable Trust and Lilac Trust (Incorporated herein by reference to Exhibit 2.1 to the Report on Form 8-K filed by Mosaic on January 19, 2011).

Exchange Agreement, dated as of January 18, 2011, by and among Cargill, Incorporated, the Margaret A. Cargill Foundation, the Anne Ray Charitable Trust, the Acorn Trust and the Lilac Trust.

Registration Agreement, dated as of January 18, 2011, by and among Cargill, Incorporated, The Mosaic Company, GNS II (U.S.) Corp., the Margaret A. Cargill Foundation, the Acorn Trust, the Anne Ray Charitable Trust and the Lilac Trust (Incorporated herein by reference to Exhibit 2.2 to the Report on Form 8-K filed by Mosaic on January 19, 2011).

Form of Tender and Support Agreement, dated as of January 18, 2011, by and among Cargill, Incorporated and each stockholder of Cargill party thereto.

Tax Agreement, dated as of January 18, 2011, by and among Cargill, Incorporated, The Mosaic Company and GNS II (U.S.) Corp. (Incorporated herein by reference to Exhibit 2.3 to the Report on Form 8-K filed by Mosaic on January 19, 2011).

Joint press release issued by Cargill, Incorporated and The Mosaic Company on January 18, 2011.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: January 19, 2011


CARGILL, INCORPORATED

By:		/s/ Linda L. Cutler
		Name: Linda L. Cutler
		Title: Vice President

GNS I (U.S.) CORP.

By:		/s/ Linda L. Cutler
		Name: Linda L. Cutler
		Title: Vice President

CARGILL FERTILIZER, INC.

By:		/s/ Linda L. Cutler
		Name: Linda L. Cutler
		Title: Vice President

EX-99.2 2 dex992.htm DIRECTORS AND EXECUTIVE OFFICERS Directors and Executive Officers

EXHIBIT 2

Directors and Executive Officers of the Reporting Persons

Cargill, Incorporated

(a)	Richard H. Anderson

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)

Director

(d)	US Citizen

(a)	Austen S. Cargill, II

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)

Director

(d)	US Citizen

(a)	James R. Cargill, II

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)

Director

(d)	US Citizen

(a)	Arthur D. Collins, Jr.

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)

Director

(d)	US Citizen

(a)	Paul D. Conway

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)	Director, Senior Vice President

(d)	Citizen of the United Kingdom

(a)	Linda Zarda Cook

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)

Director

(d)	US Citizen

(a)	S. Curtis Johnson

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)

Director

(d)	US Citizen

(a)	Emery N. Koenig

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)	Director, Senior Vice President

(d)	US Citizen

(a)	Richard M. Kovacevich

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)

Director

(d)	US Citizen

(a)	David W. MacLennan

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)	Director, Senior Vice President, Chief Financial Officer

(d)	US Citizen

(a)	David D. MacMillan

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)

Director

(d)	US Citizen

(a)	John C. MacMillan

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)

Director

(d)	US Citizen

(a)	John H. MacMillan IV

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)

Director

(d)	US Citizen

(a)	Gregory R. Page

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)	Director, Chairman of the Board, Chief Executive Officer & President

(d)	US Citizen

(a)	Bernard J. Poussot

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)

Director

(d)	US Citizen

(a)	Sergio Agapito Lires Rial

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)	Director, Senior Vice President

(d)	Brazilian Citizen

(a)	Patrick E. Bowe

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)	Corporate Vice President

(d)	US Citizen

(a)	William A. Buckner

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)	Senior Vice President

(d)	Citizen of Canada

(a)	David E. Dines

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)	Corporate Vice President

(d)	US Citizen

(a)	Steven C. Euller

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)	Corporate Vice President, General Counsel and Corporate Secretary

(d)	US Citizen

(a)	Michael A. Fernandez

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)	Corporate Vice President, Corporate Affairs

(d)	US Citizen

(a)	John E. Geisler

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)	Corporate Vice President

(d)	US Citizen

(a)	Todd B. Hall

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)	Corporate Vice President

(d)	US Citizen

(a)	Thomas M. Hayes

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)	Corporate Vice President, Operations

(d)	US Citizen

(a)	James N. Haymaker

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)	Corporate Vice President

(d)	US Citizen

(a)	Rita J. Heise

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)	Corporate Vice President, Information Technology

(d)	US Citizen

(a)	Kimberly A. Lattu

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)	Corporate Vice President and Controller

(d)	US Citizen

(a)	Christopher P. Mallett

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)	Corporate Vice President, Research and Development

(d)	Citizen of the United Kingdom

(a)	Jayme D. Olson

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)	Corporate Vice President and Treasurer

(d)	US Citizen

(a)	K. Scott Portnoy

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)	Corporate Vice President

(d)	US Citizen

(a)	Jerry R. Rose

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)	Corporate Vice President

(d)	US Citizen

(a)	Lee B. Skold

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)	Corporate Vice President

(d)	US Citizen

(a)	R. Wayne Teddy

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)	Corporate Vice President

(d)	US Citizen

(a)	Petrus Vrijsen

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)	Corporate Vice President, Human Resources

(d)	Dutch Citizen

Mr. Vrijsen is the beneficial owner of, and has sole voting and dispositive power over 2000 shares of Common Stock, representing less than 1% of the outstanding Common Stock of Mosaic.

GNS I (U.S.) Corp.

(a)	William A. Buckner

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)	Director, Chief Executive Officer, President and Treasurer

(d)	Citizen of Canada

(a)	Scott M. Naatjes

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)	Vice President

(d)	US Citizen

(a)	Linda L. Cutler

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)	Vice President

(d)	US Citizen

(a)	Jeanne Y. Smith

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)

Secretary

(d)	US Citizen

(a)	Lillian I. Lundeen

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)	Assistant Secretary

(d)	US Citizen

(a)	Carolyn J. Brue

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)	Assistant Secretary

(d)	US Citizen

Ms. Brue is the beneficial owner of, and has joint voting and joint dispositive power over 100 shares of Common Stock, representing less than 1% of the outstanding Common Stock of Mosaic.

(a)	Robert DeClark

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)	Assistant Secretary

(d)	US Citizen

(a)	Jay A. Kroese

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)	Assistant Secretary

(d)	US Citizen

(a)	Patrick A. Shrake

(b)	15407 McGinty Road West, Wayzata, MN 55391

(c)	Assistant Secretary

(d)	US Citizen

(a)	Jayme D. Olson

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)	Assistant Treasurer

(d)	US Citizen

Cargill Fertilizer, Inc.

(a)	K. Scott Portnoy

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)	Director, Chief Executive Officer

(d)	US Citizen

(a)	Linda L. Cutler

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)	Director, Vice President

(d)	US Citizen

(a)	Kimberly A. Lattu

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)

Director

(d)	US Citizen

(a)	Christopher Langholz

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)

Director

(d)	US Citizen

(a)	R. Wayne Teddy

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)

Director

(d)	US Citizen

(a)	Scott M. Naatjes

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)	Vice President

(d)	US Citizen

(a)	Jeanne Y. Smith

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)

Secretary

(d)	US Citizen

(a)	Jayme D. Olson

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)

Treasurer

(d)	US Citizen

(a)	Carolyn J. Brue

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)	Assistant Secretary

(d)	US Citizen

Ms. Brue is the beneficial owner of, and has joint voting and joint dispositive power over 100 shares of Common Stock, representing less than 1% of the outstanding Common Stock of Mosaic.

(a)	Lillian I. Lundeen

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)	Assistant Secretary

(d)	US Citizen

(a)	Jay A. Kroese

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)	Assistant Secretary

(d)	US Citizen

(a)	Robert DeClark

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)	Assistant Secretary

(d)	US Citizen

(a)	Patrick A. Shrake

(b)	15407 McGinty Road West, Wayzata, MN 55391

(c)	Assistant Secretary

(d)	US Citizen

(a)	Daryl L. Wikstrom

(b)	15615 McGinty Road West, Wayzata, MN 55391

(c)	Assistant Treasurer

(d)	US Citizen

EX-99.4 3 dex994.htm EXCHANGE AGREEMENT Exchange Agreement

EXECUTION VERSION

EXCHANGE AGREEMENT

dated as of January 18, 2011

by and among

CARGILL, INCORPORATED,

MARGARET A. CARGILL FOUNDATION,

ANNE RAY CHARITABLE TRUST,

ACORN TRUST

and

LILAC TRUST

TABLE OF CONTENTS


		Page

ARTICLE I.	DEFINITIONS		2

Section 1.1	Definitions		2
Section 1.2	General Interpretive Principles		11

ARTICLE II.	EXCHANGE		12

Section 2.1	Exchange		12
Section 2.2	Exchange Closing		12
Section 2.3	Closing Deliveries		13
Section 2.4	MAC Trust Information		13

ARTICLE III.	REPRESENTATIONS AND WARRANTIES		14

Section 3.1	Representations and Warranties of Cargill		14
Section 3.2	Representations and Warranties of the MAC Trusts		16

ARTICLE IV.	COVENANTS		21

Section 4.1	Duff & Phelps Reports		21
Section 4.2	MAC Trusts Standstill		22
Section 4.3	Tax Indemnity		23
Section 4.4	Future Cargill IPO/Listing		25
Section 4.5	Cargill Dividend Policies		25
Section 4.6	Other Actions		25
Section 4.7	Tax Lock-Up		27
Section 4.8	Bring Down Tax Representations		29
Section 4.9	Treasury Regulation Section 1.355-5(b)		30

ARTICLE V.	CONDITIONS TO OBLIGATIONS OF MAC TRUSTS		30

Section 5.1	No Injunction		30
Section 5.2	Mosaic Material Adverse Effect		30
Section 5.3	Mergers		30
Section 5.4	NYSE Listing		30
Section 5.5	Shelf Registration Statement		31
Section 5.6	Underwriting Agreement		31
Section 5.7	Duff & Phelps Reports		31
Section 5.8	Split-Off Terms Applicable to Other Stockholders		31
Section 5.9	Registration Agreement		32
Section 5.10	Representations and Warranties of Cargill		32
Section 5.11	Covenants of Cargill		32


Section 5.11	Cargill Charter Amendment	32

ARTICLE VI.	TERMINATION	32

Section 6.1	Termination	32
Section 6.2	Effects of Termination	33

ARTICLE VII.	MISCELLANEOUS	38

Section 7.1	Waivers	38
Section 7.2	Counterparts and Facsimile	38
Section 7.3	Governing Law	39
Section 7.4	Consent to Jurisdiction; Waiver of Jury Trial	39
Section 7.5	Notices	39
Section 7.6	Entire Agreement; Third Party Beneficiaries; Amendment	41
Section 7.7	Successors and Assigns	41
Section 7.8	Headings	41
Section 7.9	Severability	41
Section 7.10	Arm’s Length Transactions	42
Section 7.11	No Presumption	42
Section 7.12	Specific Performance; Legal Expenses	42

Annex List:


Annex A:		Ownership of Subject Shares
Annex B:		Form of Amendment to Cargill’s certificate of incorporation

EXCHANGE AGREEMENT

EXCHANGE AGREEMENT, dated as of January 18, 2011 (this “Agreement”), by and among Cargill, Incorporated (“Cargill”), the Margaret A. Cargill Foundation established under the Acorn Trust dated January 30, 1995, as amended, by its trustees (the “MAC Foundation”), Acorn Trust dated January 30, 1995, as amended, by its trustees (“Acorn”), Lilac Trust dated August 20, 1996, as amended, by its trustees (“Lilac”), and the Anne Ray Charitable Trust dated August 20, 1996, as amended, by its trustees (the “Anne Ray Charity”, and together with Acorn, Lilac and the MAC Foundation, the “MAC Trusts”).

RECITALS

WHEREAS, as of the date hereof, Cargill and its Subsidiaries (defined below) own in the aggregate 285,759,772 shares of the outstanding shares of Mosaic Common Stock (defined below);

WHEREAS, as of the date hereof, the MAC Trusts own in the aggregate 189,063,390 of the outstanding shares of Cargill Common Stock (defined below), and each MAC Trust owns the number of shares of Cargill Common Stock listed opposite such MAC Trust’s name on Annex A hereto (such number of shares in the aggregate and with respect to each MAC Trust, the “Subject Shares”);

WHEREAS, concurrently and in connection herewith, Mosaic (defined below), GNS II (U.S.) Corp., a direct, wholly-owned subsidiary of Mosaic that will change its name to “The Mosaic Company” promptly following the Merger Effective Time (as defined below) (“M Holdings”), GNS Merger Sub LLC, a limited liability company and a direct, wholly-owned subsidiary of M Holdings (“Merger Sub”), and Cargill are entering into a Merger and Distribution Agreement (as it may be amended from time to time, the “Merger and Distribution Agreement”), pursuant to which on the Closing Date (as defined in the Merger and Distribution Agreement):

(a) the certificate of incorporation of M Holdings will be amended (such amendment, the “M Holdings Charter Amendment”) to, among other things, (x) authorize the issuance of (A) four series of shares of new M Holdings Class A Common Stock (as defined below), with each share of each such series being entitled to one (1) vote with respect to all matters on which the holders of M Holdings Class A Common Stock are entitled to vote, (B) three series of shares of new M Holdings Class B Common Stock (as defined below), with each share of each such series being entitled to ten (10) votes with respect to the election of directors and one (1) vote with respect to all other matters on which the holders of M Holdings Class B Common Stock are entitled to vote, and (C) shares of M Holdings Common Stock (as defined below), each share of which will be entitled to one (1) vote with respect to all matters on which the holders of M Holdings Common Stock are entitled to vote; and (y) reclassify all of the shares of capital stock of M Holdings then held by Mosaic into shares of M Holdings Common Stock to be held by Mosaic;

(b) after the effective time of the M Holdings Charter Amendment, Merger Sub will merge with and into Mosaic (the “Merger”) (with Mosaic being the surviving corporation in such

Merger) pursuant to which (i) Mosaic will become a wholly-owned subsidiary of M Holdings; (ii) a portion of the outstanding shares of Mosaic Common Stock held by Cargill will be converted, on a one-for-one basis, into the right to receive shares of the different series of M Holdings Class A Common Stock and M Holdings Class B Common Stock; and (iii) each of the other outstanding shares of Mosaic Common Stock (including a portion of the shares of Mosaic Common Stock held by Cargill) will be converted, on a one-for-one basis, into the right to receive shares of M Holdings Common Stock; and

(c) as promptly as practicable after the Merger Effective Time, Cargill will consummate a split-off transaction (the “Split-off”) pursuant to which Cargill will exchange all of the shares of M Holdings Class B Common Stock, M Holdings Class A Common Stock and M Holdings Common Stock, to be received by it in the Merger (other than the Cargill Retained M Holdings Shares (as defined below)) with certain stockholders of Cargill for outstanding shares of capital stock of Cargill held by such stockholders of Cargill;

WHEREAS, upon the terms and subject to the conditions set forth in this Agreement, the parties wish to provide for the exchange of the Subject Shares owned by the MAC Trusts for M Holdings Stock as part of the Split-off; and

WHEREAS, pursuant to the Registration Agreement being entered into concurrently herewith by and among Mosaic, M Holdings, the MAC Trusts and Cargill (as it may be amended from time to time, the “Registration Agreement”), the MAC Trusts will be entitled to sell in Formation Offerings (and, under certain circumstances, other sales) shares of M Holdings Common Stock the MAC Trusts receive in the Split-off and shares of M Holdings Common Stock the MAC Trusts receive upon the conversion of certain of the shares of M Holdings Class A Common Stock the MAC Trusts receive in the Split-off.

NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements set forth herein, the parties agree as follows:

ARTICLE I.

DEFINITIONS

Section 1.1 Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

“Accompanying D&P Report” has the meaning set forth in Section 4.1(a).

“Acorn” has the meaning set forth in the Preamble.

“Adjusted Duff & Phelps Value” means the product of (i) 0.85, multiplied by (ii) the Duff & Phelps Value.

“Adjusted Exchange Value” means (i) the Adjusted Duff & Phelps Value, less (ii) One Dollar ($1.00).

“Administrative Period” has the meaning set forth in Section 3.2(e)(ix).

“Affiliate” has the meaning set forth in the Merger and Distribution Agreement.

“Aggregate Exchange Value” means the product of 189,063,390 multiplied by the Adjusted Exchange Value.

“Agreement” has the meaning set forth in the Preamble.

“Allocable Percentage” means with respect to each MAC Trust, the percentage determined by dividing (x) the number of Subject Shares being assigned, transferred, conveyed and delivered to Cargill by such MAC Trust pursuant to this Agreement (including, if applicable, pursuant to the Offer), by (y) 189,063,390.

“Alternative Sale Transaction” has the meaning set forth in Section 6.2(d).

“Anne Ray Charity” has the meaning set forth in the preamble.

“Associated Entity” means with respect to Lilac, the Anne Ray Charity; with respect to the Anne Ray Charity, Lilac; with respect to Acorn, the MAC Foundation; and with respect to the MAC Foundation, Acorn.

“Assumed Combined Tax Rate” shall mean the sum of (i) the Assumed Federal Tax Rate and (ii) the product of (a) one (1) minus the Assumed Federal Tax Rate and (b) the Assumed State Tax Rate.

“Assumed Federal Tax Rate” shall mean the highest marginal U.S. federal income tax rate to which U.S. corporations are subject.

“Assumed State Tax Rate” shall mean ten percent (10%).

“Base C Value” means the aggregate fair market value (reflecting the midpoint of a range of fair market values) of all shares of all classes of Cargill’s capital stock, other than preferred stock, as of the Valuation Date, without regard for the shares of Mosaic Common Stock held by Cargill and its Subsidiaries or the value thereof, without any discount for the lack of marketability of Cargill’s capital stock or any premiums for control and without giving effect to the transactions contemplated by the Transaction Agreements, as reflected in the Duff & Phelps Report. For avoidance of doubt, in determining the Base C Value, the obligation related to the value of the outstanding executive stock options as of the Valuation Date shall be determined based on an aggregate fair market value of all shares of all classes of Cargill’s capital stock, other than preferred stock, that reflects an aggregate value for the shares of Mosaic Common Stock held by Cargill and its Subsidiaries determined based on the Mosaic Market Price.

“Breaching Party” means, at any time, (a) any party whose representations or warranties hereunder were inaccurate in any material respect as of the date of this Agreement or are inaccurate in any material respect at such time or (b) any party that shall have breached its covenants or obligations hereunder or under any of the other Transaction Documents and not cured such breach as of such time.

“Bring Down Tax Opinion” shall mean a written opinion of Fried, Frank, Harris, Shriver & Jacobson LLP, dated the Closing Date, reaffirming the conclusions set forth in the Initial Tax Opinion.

“Business Day” means any day, other than a Saturday, Sunday or a day on which banking institutions in the City of New York, New York are authorized or obligated by law or executive order to close.

“Cargill Common Stock” means the common stock, par value $0.01 per share, of Cargill.

“Cargill Indemnified Parties” has the meaning set forth in Section 4.3(a).

“Cargill Post-Transaction Share Value” has the meaning set forth in Section 6.2(d)(i).

“Cargill Post-Transaction Share Value Notice” has the meaning set forth in Section 6.2(d)(i).

“Cargill Share Value” has the meaning set forth in Section 6.2(c).

“Cargill Share Value Notice” has the meaning set forth in Section 6.2(c).

“Closing” has the meaning set forth in the Merger and Distribution Agreement.

“Closing Date” has the meaning set forth in the Merger and Distribution Agreement.

“Code” means the Internal Revenue Code of 1986, as amended.

“Consent Shares” has the meaning set forth in the Registration Rights Agreement.

“DOJ” means the U.S. Department of Justice.

“Duff & Phelps” means Duff & Phelps, LLC.

“Duff & Phelps Report” shall have the meaning set forth in Section 4.1(a).

“Duff & Phelps Value” shall mean (i) the sum of (a) the Base C Value as reflected in the Duff & Phelps Report, plus (b) the product of (A) the Mosaic Market Price, multiplied by (B) the number of shares of Mosaic Common Stock held by Cargill and its Subsidiaries as of the Valuation Date, divided by (ii) the number of outstanding shares of all classes of Cargill’s capital stock, other than preferred stock, as of the Valuation Date.

“End Date” has the meaning set forth in the Merger and Distribution Agreement.

“Excess Number” has the meaning set forth in Section 6.2(d)(v).

“Exchange” means the exchange of Subject Shares for MAC Exchange Shares as contemplated by Section 2.1.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchanging Cargill Debt Holders” has the meaning set forth in the Merger and Distribution Agreement.

“Exchange Closing” has the meaning set forth in Section 2.2.

“First Formation Offering” has the meaning set forth in the Registration Agreement.

“Formation Offerings” has the meaning set forth in the Registration Agreement.

“FTC” means the U.S. Federal Trade Commission.

“GAAP” shall mean U.S. generally accepted accounting principles as in effect from time to time.

“Governance Agreement” means that certain Governance Agreement, dated as of the date hereof, by and among, M Holdings and each of the MAC Trusts and the other Persons from time to time party thereto, as such agreement may be amended from time to time.

“Governance Agreement Restrictions” means the transfer and standstill restrictions and related provisions reflected in the Governance Agreement.

“Governmental Entity” means any nation or government, any foreign or domestic federal, state, county, municipal or other political instrumentality or subdivision thereof and any foreign or domestic entity or body exercising executive, legislative, judicial, regulatory, administrative, supervisory or taxing functions of or pertaining to government, including any court.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Initial Tax Opinion” means the written tax opinion as to certain consequences of the Split-off rendered by Fried, Frank, Harris, Shriver & Jacobson LLP to Cargill as of the date of this Agreement.

“IRS” means the Internal Revenue Service.

“IRS Ruling Submission” shall mean the request for rulings submitted by Cargill to the IRS, dated December 21, 2009, including the exhibits thereto and all supplements, other submissions, documents, materials or other information submitted to the IRS in connection with such request for rulings or any supplemental rulings related to the Transactions.

“Law” means all laws, Orders, statutes, codes, regulations, ordinances, decrees, rules, or other requirements with similar effect of any Governmental Entity.

“Lilac” has the meaning set forth in the Preamble.

“M Holdings” has the meaning set forth in the Recitals.

“M Holdings Charter Amendment” has the meaning set forth in the Recitals.

“M Holdings Class A Common Stock” has the meaning set forth in the Merger and Distribution Agreement.

“M Holdings Class B Common Stock” has the meaning set forth in the Merger and Distribution Agreement.

“M Holdings Common Stock” has the meaning set forth in the Merger and Distribution Agreement.

“M Holdings Series A-4 Common Stock” has the meaning set forth in the Merger and Distribution Agreement.

“M Holdings Stock” has the meaning set forth in the Merger and Distribution Agreement.

“MAC Exchange Shares” means that number of shares of M Holdings Stock determined by dividing (x) the Aggregate Exchange Value, by (y) the Mosaic Market Price and shall consist of such combination of shares of M Holdings Common Stock, M Holdings Class A Common Stock and M Holdings Class B Common Stock as determined by Cargill, provided however, that the MAC Exchange Shares shall consist of (i) the minimum number of shares of M Holdings Class B Common Stock necessary for Cargill to transfer to its stockholders in the Split-off (including to the MAC Trusts pursuant to the Exchange) M Holdings Stock representing at least 81% of the total voting power (for the election of directors of M Holdings) of the shares of M Holdings Common Stock, M Holdings Class A Common Stock and M Holdings Class B Common Stock outstanding at the time of the Split-off (such percentage calculated assuming Cargill does not transfer the Cargill Retained M Holdings Shares to its stockholders in the Split-off, that all shares of M Holdings Class B Common Stock transferred by Cargill in the Split-off are distributed first to the stockholders of Cargill, other than the MAC Trusts, before any such shares of M Holdings Class B Common Stock are distributed to the MAC Trusts, and that the shares of M Holdings Common Stock held by Mosaic are treated as outstanding shares of M Holdings Common Stock with the same voting power per share as other shares of M Holdings Common Stock), (ii) a number of shares of M Holdings Common Stock no less than the number of shares of M Holdings Common Stock to be sold by the MAC Trusts in the First Formation Offering, (iii) a number of shares of M Holdings Series A-4 Common Stock equal to 49,500,000 less the number of shares of M Holdings Common Stock included in the MAC Exchange Shares pursuant to the foregoing clause (ii) above, (iv) an equal number of M Holdings Series A-1 Common Stock, M Holdings Series A-2 Common Stock and M Holdings Series A-3 Common Stock, subject to rounding for fractional shares, and (v) an equal number of shares of M Holdings Series B-1 Common Stock, M Holdings Series B-2 Common Stock and M Holdings Series B-3 Common Stock, with any fractional shares to be paid in cash pursuant to Section 2.1(a).

“MAC Foundation” has the meaning set forth in the Preamble.

“MAC Maximum Amount” shall mean the shares of M Holdings Common Stock and M Holdings Series A-4 Common Stock to be received by the MAC Trusts pursuant to the Split-Off, (or any shares of M Holdings Common Stock issued upon the conversion of shares of M Holdings Series A-4 Common Stock). For the avoidance of doubt, the MAC Maximum Amount shall equal a total of 49,500,000 shares of M Holdings Stock.

“MAC Trusts” has the meaning set forth in the Preamble.

“MAC Trusts Breach” has the meaning set forth in Section 4.3(a).

“MAC Trusts Registration Agreement” means the Registration Agreement, dated as of the date hereof, by and among Mosaic, M Holdings and the MAC Trusts, as amended from time to time.

“Material Adverse Effect” means, with respect to any Person, a material adverse effect on the ability of a Person to perform in any material respect its obligations under this Agreement or any Transaction Documents to which such Person is or will be a party.

“Merger” has the meaning set forth in the Recitals.

“Merger and Distribution Agreement” has the meaning set forth in the Recitals.

“Merger Effective Time” shall have the meaning set forth in the Merger and Distribution Agreement.

“Mosaic” means The Mosaic Company.

“Mosaic Common Stock” means the common stock, par value $0.01 per share, of Mosaic.

“Mosaic Market Price” means the average (rounded to the nearest cent) of the volume weighted average trading prices of the shares of Mosaic Common Stock (rounded to the nearest cent) as calculated and reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)) for each of the ten (10) Trading Days immediately preceding the date that is three (3) Business Days prior to the Valuation Date.

“Non-MAC Trust Redemption Number” has the meaning set forth in Section 6.2(d)(iv).

“NYSE” means the New York Stock Exchange or, if the New York Stock Exchange is not the primary trading market for the trading of Mosaic Common Stock, the primary trading market for shares of Mosaic Common Stock.

“Offer” means the offer by Cargill to its stockholders to exchange Cargill Common Stock for M Holdings Stock pursuant to the Split-off.

“Offer Documents” means any offer documents, including form of transmittal letter, pursuant to which Cargill and/or one of its Subsidiaries makes any Offer (together with any supplements and amendments thereto).

“Order” means all judgments, orders, writs, injunctions, decisions, rulings, decrees and awards of any Governmental Entity.

“party” or “parties” shall mean individually, or together, Cargill, Acorn, Lilac, the Anne Ray Charity and the MAC Foundation, it being understood that all references to Acorn, Lilac, the

Anne Ray Charity and the MAC Foundation in this Agreement and in any other Transaction Document shall be deemed references to Acorn, Lilac, the Anne Ray Charity and/or the MAC Foundation, as applicable, and to those persons serving as a “trustee” under the governing trust agreement of such party or parties and any successor trustee or trustees, in each case while serving in such capacity.

“Permitted MAC Trust Redemptions” shall mean Transfers by the MAC Trusts to M Holdings of shares of M Holdings Common Stock issued upon conversion of shares of M Holdings Series A-4 Common Stock not to exceed the excess, if any, of (x) 49,500,000 over (y) the aggregate number of shares of M Holdings Stock previously Transferred by the MAC Trusts (excluding Transfers pursuant to, and solely in accordance with, clauses (i) and (ii) of Section 4.7(a)).

“Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, governmental entity or agency or other entity of any kind or nature.

“Post-Transaction Sale Election Period” has the meaning set forth in Section 6.2(d)(ii).

“Post-Transaction Sale Notice” has the meaning set forth in Section 6.2(d)(ii).

“Post-Transaction Sale Shares” has the meaning set forth in Section 6.2(d)(ii).

“Potential Consent Shares” means a number of shares of M Holdings Stock equal to the M Holdings Transferable Share Allotment (as defined in the Tax Agreement).

“Prior Duff & Phelps Methodologies” has the meaning set forth in Section 6.2(d)(i).

“Private Letter Ruling” means the private letter ruling issued by the IRS, dated November 15, 2010 and any supplemental rulings issued by the IRS pursuant to the IRS Ruling Submission.

“Public Offering Sale” means a sale by a MAC Trust of shares of M Holdings Common Stock in the First Formation Offering, or a sale by a MAC Trust of shares of M Holdings Common Stock issued upon conversion of shares of M Holdings Series A-4 Common Stock, and, if applicable, Consent Shares, in any Formation Offering or any S&P 500 Index Inclusion Offering, in each case pursuant to the Registration Agreement.

“Qualifying Investment Fund” means any investment fund, managed account or investment vehicle (i) over which the MAC Trusts do not, individually or acting together, have any authority to control the acquisition, disposition or voting of any securities by such fund, (ii) that did not acquire any shares of Mosaic Common Stock or M Holdings Stock from the MAC Trusts other than in a Public Offering Sale or in an open market transactions through a broker and (iii) that, at the time a MAC Trust makes its first investment therein after January 18, 2011, does not have as its primary investment strategy or objective, as explicitly disclosed in its then current offering documents devoted to describing its investment strateg[y]ies or objective, of investing or trading in shares of Mosaic Common Stock or M Holdings Stock (and, for the avoidance of doubt, explicitly naming Mosaic in the description of such investment strategy).

For the further avoidance of doubt, if Mosaic were to be included in the S&P Index, a S&P Index fund or other fund that follows in some fashion the S&P Index would constitute a Qualified Investment Fund.

“Registration Agreement” means the Registration Agreement, entered into as of the date hereof, by and among Mosaic, M Holdings, the MAC Trusts and Cargill, as such agreement may be amended from time to time.

“Representatives” means, with respect to any Person, such Person’s officers, directors, trustees, employees, advisors (including legal and financial advisors), agents and other representatives.

“Required Annual Distribution” shall mean Transfers by the MAC Foundation or the Anne Ray Charity of shares of M Holdings Series A-4 Common Stock to one or more organizations described in Section 170(c) or Section 501(c)(3) of the Code to satisfy the distribution requirements applicable to the MAC Foundation or the Anne Ray Charity under the Code, Treasury Regulations, or state Tax law. In the case of the Anne Ray Charity, such amount shall be at least equal to the amount it would be required to distribute if it were a private foundation.

“S&P 500 Index Inclusion Offering” has the meaning set forth in the Registration Agreement.

“Sale Election Period” has the meaning set forth in Section 6.2(c).

“Sale Notice” has the meaning set forth in Section 6.2(c).

“Sale Shares” has the meaning set forth in Section 6.2(c).

“SEC” means the United States Securities and Exchange Commission.

“Section 2.2 Sale” shall mean any sales by a MAC Trust of M Holdings Common Stock issued upon conversion of M Holdings Series A-4 Common Stock and, if applicable, Consent Shares, pursuant to Section 2.2(a) and Section 2.2(c) of the Registration Agreement.

“Securities Act” means the Securities Act of 1933, as amended.

“Securities Encumbrances” means security interests, liens, charges, claims, title defects, deficiencies or exceptions, mortgages, pledges, rights of first refusal, rights of first negotiation or any similar right in favor of any Person, any restriction on the receipt of any income derived from any security and any limitation or restriction on the right to own, vote, sell or otherwise dispose of any security, conditional sales or other title retention agreements, covenants, conditions or other similar restrictions (including restrictions on transfer) or other encumbrances of any nature whatsoever, other than pursuant to the certificate of incorporation or bylaws of Cargill or M Holdings, as applicable, or the securities Laws.

“Significant Stockholder” has the meaning set forth in the Merger and Distribution Agreement.

“Subject Shares” has the meaning set forth in the Recitals.

“Subsidiary” has the meaning set forth in the Registration Agreement.

“Tail Period” has the meaning set forth in Section 6.2(d).

“Tail Period Sale Agreement” has the meaning set forth in Section 6.2(d).

“Tax” has the meaning set forth in the Merger and Distribution Agreement.

“Tax Agreement” means the Tax Agreement, dated as of the date hereof, by and among Cargill, Mosaic and M Holdings, as such agreement may be amended from time to time.

“Tax Controversy” has the meaning set forth in 4.3(b)(iii).

“Tax Losses” shall mean any and all Taxes based on income or gain that are imposed on Cargill and/or its Subsidiaries (including reasonable out-of-pocket attorneys’ and other professional fees and expenses in connection with defending against the imposition of any Taxes (“Out-of-Pocket Fees”)) net of any corresponding income Tax benefits received by Cargill and/or its Subsidiaries arising solely from the deduction of (a) any state or local income taxes paid with respect to such income or gain or (b) Out-of-Pocket Fees. The Tax benefits described in clause (a) of the foregoing sentence shall be calculated at the Assumed Federal Tax Rate and the Tax benefits described in clause (b) of the foregoing sentence shall be calculated at the Assumed Combined Tax Rate.

“Tax Provisions” means the tax representations, indemnity obligations and transfer restrictions and related provisions reflected in Sections 3.2(e), 4.3, 4.7, 4.8 and 4.9 hereof.

“Termination Duff & Phelps Value” has the meaning set forth in Section 6.2(c)(i).

“Termination Election Notice” has the meaning set forth in Section 6.2(c).

“Termination Election Period” has the meaning set forth in Section 6.2(c).

“Termination Fee” has the meaning set forth in the Merger and Distribution Agreement.

“Termination Purchase Price” has the meaning set forth in Section 6.2(c)(i).

“Termination Window Period” has the meaning set forth in Section 6.2(c)(iii).

“Trading Day” means a day on which the M Holdings Common Stock (x) has traded at least one share on the NYSE; and (y) is not suspended from trading on the NYSE.

“Transaction Documents” shall mean this Agreement, the Merger and Distribution Agreement, the Registration Agreement, the MAC Trusts Registration Agreement, the Governance Agreement, the Non-Compete Agreement and the Tax Agreement.

“Transfer” means (with its cognates having corresponding meanings), with respect to any M Holdings, Mosaic or Cargill securities (the “applicable securities”), (i) any sale, issuance, transfer, redemption, grant, pledge, hypothecation, distribution, or other disposition, directly or indirectly, whether or not for value, of any of the applicable securities, or any securities, options, warrants or rights convertible into or exercisable or exchangeable for, or for the purchase or other acquisition of, any applicable securities or any contract to take any of the foregoing actions or (ii) entering into any swap or other agreement or arrangement that transfers, conveys or otherwise disposes of, in whole or in part, any of the economic or other risks or consequences of ownership of any applicable securities, including short sales of applicable securities, offsetting notional principal contracts with respect to any applicable securities, forward contracts to sell with respect to any applicable securities, option transactions with respect to applicable securities, use of equity or other derivative financial instruments relating to applicable securities and other hedging arrangements with respect to applicable securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of applicable securities, other securities, cash or otherwise; provided, however, that (a) the grant of a proxy in connection with a solicitation of proxies as provided for in the Governance Agreement or subject to the provisions of Section 14 of the Exchange Act shall not constitute a “Transfer,” (b) a Transfer (defined without regard for this clause (b)) of shares of Mosaic Common Stock or M Holdings Common Stock by one or more Qualifying Investment Funds in which a MAC Trust is an investor shall not be considered a “Transfer” by such MAC Trust and (c) the conversion of any shares of M Holdings Class B Common Stock into shares of M Holdings Common Stock or M Holdings Class A Common Stock and the conversion of any shares of M Holdings Class A Common Stock into shares of M Holdings Common Stock in accordance with the certificate of incorporation of M Holdings shall not constitute a “Transfer”.

“Underwriter Fees Agreement” means the letter agreement, dated as of the date hereof, between M Holdings, Mosaic, Cargill and the MAC Trusts.

“Valuation Date” means the date as of which the Base C Value is determined as reflected in the Duff & Phelps Report.

Section 1.2 General Interpretive Principles. Whenever used in this Agreement, the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and, except as otherwise expressly provided or unless the context otherwise requires, any noun or pronoun shall be deemed to cover all genders. References to a Person are also to its permitted successors and assigns. All references in this Agreement to the number of shares of any securities shall be appropriately adjusted to reflect any stock split, stock dividend, reverse stock split or similar change in such securities which may be made by the issuer thereof after date of this Agreement. The name assigned to this Agreement and the section captions used herein are for convenience of reference only and shall not be construed to affect the meaning, construction or effect hereof. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” Unless otherwise specified, the terms “hereto,” “hereof,” “herein” and similar terms refer to this Agreement as a whole (including the Annexes and disclosure schedules hereto), and references herein to Articles or Sections refer to Articles or Sections of this Agreement. Any statute, rule, order or regulation defined or referred to in this Agreement or in any agreement or instrument

that is referred to in this Agreement shall mean such statute, rule, order or regulation as from time to time amended, updated, modified, supplemented or superseded, including by succession of comparable successor statutes, rules, orders or regulations and references to all attachments thereto and instruments incorporated therein, to the extent such amendment, update, modification, supplement or superseding statute, rule, order or regulation is applicable to the Transactions.

ARTICLE II.

EXCHANGE

Section 2.1 Exchange.

(a) Upon the terms and subject to the conditions set forth in this Agreement, at the Exchange Closing, (i) each of the MAC Trusts shall assign, transfer, convey and deliver to Cargill, and Cargill shall accept and acquire from each such MAC Trust, all of its Subject Shares, free and clear of all Securities Encumbrances, and (ii) Cargill shall assign, transfer, convey and deliver (or cause to be assigned, transferred, conveyed and delivered) to each of the MAC Trusts, and the MAC Trusts shall accept and acquire from Cargill, such MAC Trust’s Allocable Percentage of the shares of M Holdings Common Stock included in the MAC Exchange Shares, such MAC Trust’s Allocable Percentage of each series of the shares of M Holdings Class A Common Stock included in the MAC Exchange Shares, and such MAC Trust’s Allocable Percentage of each series of the shares of M Holdings Class B Common Stock included in the MAC Exchange Shares, in each case free and clear of all Securities Encumbrances, other than the Securities Encumbrances under the terms of the Transaction Documents. Notwithstanding the foregoing, no fractional shares of M Holdings Common Stock, M Holdings Class A Common Stock or M Holdings Class B Common Stock shall be assigned, transferred, conveyed and delivered to any MAC Trust pursuant to the foregoing. In lieu of any such fractional share, Cargill shall pay to the MAC Trust that otherwise would be entitled to receive such fractional share an amount in cash (rounded to the nearest cent) determined by multiplying (i) the Mosaic Market Price by (ii) the fraction of a share such MAC Trust would otherwise be entitled to receive pursuant to this Section 2.1.

(b) If Cargill commences an Offer to effect the Split-off, the Exchange pursuant to the terms of this Agreement shall occur and the terms and conditions of the Offer applicable to the MAC Trusts shall be no less favorable to the MAC Trusts than the terms and conditions set forth herein.

Section 2.2 Exchange Closing. Unless this Agreement shall have been terminated in accordance with Section 6.1, the closing of the Exchange (the “Exchange Closing”) (which, if Cargill commences an Offer to effect the Split-off, shall occur as part of the closing of the Offer) shall occur on the Closing Date at the offices of Fried, Frank, Harris, Shriver & Jacobson LLP (or such other place as shall be agreed by Cargill and the MAC Trusts) immediately after the Merger Effective Time and immediately prior to the closing of the First Formation Offering; provided, that the MAC Trusts’ obligations to effect the Exchange shall be subject to the satisfaction or waiver of all of the conditions to closing set forth in Article V. Cargill shall provide the MAC Trusts at least five (5) Business Days’ notice of the Closing Date (it being agreed and understood that the delivery of such notice shall be without prejudice to the rights of Cargill to delay the Closing Date and/or terminate this Agreement pursuant to Section 6.1).

Section 2.3 Closing Deliveries.

(a) MAC Trusts Deliveries.

(i) Subject to clause (ii) below, at the Exchange Closing, each MAC Trust shall deliver or cause to be delivered to Cargill a certificate or certificates representing the Subject Shares being assigned, transferred, conveyed and delivered by such MAC Trust pursuant to this Agreement, duly endorsed or accompanied by appropriate stock powers duly executed in blank (or, in the case of any Subject Shares held in book-entry form, such other evidence of transfer as Cargill may reasonably request), and such other transfer documents or instruments which may be necessary, or which Cargill may reasonably request, in order to transfer to Cargill such Subject Shares, free and clear of all Securities Encumbrances.

(ii) If Cargill commences an Offer to effect the Split-off and the terms and conditions of the Offer applicable to the MAC Trusts are no less favorable to the MAC Trusts than the terms and conditions of the Exchange set forth in this Agreement, at the request of Cargill each MAC Trust shall tender, or cause to be tendered, all of its Subject Shares into the Offer promptly, and in any event no later than five (5) Business Days following such request.

(b) Cargill Deliveries. At the Exchange Closing, Cargill shall deliver or cause to be delivered to each MAC Trust certificates representing the MAC Exchange Shares being assigned, transferred, conveyed and delivered to such MAC Trust pursuant to this Agreement, duly endorsed or accompanied by appropriate stock powers duly executed in blank and such other transfer documents or instruments which may be necessary, or which such MAC Trust may reasonably request, in order to transfer to such MAC Trust such MAC Exchange Shares, free and clear of all Securities Encumbrances, other than the Securities Encumbrances pursuant to the terms of the Transaction Documents. Notwithstanding the foregoing, (a) the MAC Trusts hereby direct Cargill to deliver or cause to be delivered those MAC Exchange Shares being sold by a MAC Trust in the First Formation Offering as reasonably requested by the managing underwriters in such offering to facilitate the sale of such shares in the First Formation Offering, but in any case, not later than the consummation thereof; and (b) the MAC Trusts agree that Cargill may place in escrow for the benefit of the MAC Trusts all of the MAC Exchange Shares (other than those MAC Exchange Shares being sold by the MAC Trusts in the First Formation Offering and those MAC Exchange Shares that constitute shares of M Holdings Series A-4 Common Stock and the Potential Consent Shares), with such escrowed MAC Exchange Shares to be released from escrow upon the earlier of the second anniversary of the Closing Date or in connection with a Transfer of such shares.

Section 2.4 MAC Trust Information. Each MAC Trust hereby agrees to permit Cargill to publish and disclose in the Offer Documents such MAC Trust’s identity and ownership of the Subject Shares and the nature of such MAC Trust’s commitments, arrangements and understandings under this Agreement.

Section 2.5 Consent/Voting Agreement. Immediately after the execution and delivery of this Agreement (and at any time thereafter promptly after a request by Cargill), each of the MAC Trusts shall execute or cause to be executed a consent in respect of (and, upon the request of Cargill, vote or cause to be voted at a meeting of stockholders of Cargill or act by written consent with respect to) each of the shares of Cargill Common Stock held by it in favor of an amendment to Cargill’s certificate of incorporation substantially in the form reflected on Annex B hereto.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

Section 3.1 Representations and Warranties of Cargill. Cargill makes the following representations and warranties to the MAC Trusts as of all times from the date hereof through the Closing Date (or as of such specific date in the case of any representation or warranty expressly made as of a specific date):

(a) Organization and Power. Cargill is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to execute and deliver this Agreement and the Transaction Documents to which it is or will be a party and to perform its obligations hereunder and thereunder.

(b) Authorization and Enforceability. The execution, delivery and performance by Cargill of this Agreement and each other Transaction Document to which it is or will be a party and the performance by Cargill of its obligations hereunder and thereunder have been duly authorized by the Board of Directors of Cargill. Subject to the adoption by the stockholders of Cargill of the amendments to Cargill’s certificate of incorporation substantially in the form reflected on Annex B hereto, no other corporate proceedings on the part of Cargill are necessary to authorize the execution, delivery and performance by Cargill of this Agreement or any other Transaction Document to which it is or will be a party. This Agreement has been, and each other Transaction Document to which Cargill is or will be a party has been or will be, duly and validly executed and delivered on behalf of Cargill. Assuming the due authorization and execution of this Agreement and each other Transaction Document to which Cargill is or will be a party by or on behalf of all other parties to this Agreement or such other Transaction Documents, as applicable, this Agreement is, and upon its execution on behalf of Cargill, each other Transaction Document to which Cargill is or will be a party will be, a valid and binding obligation of Cargill, enforceable against Cargill in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(c) No Conflict. The execution, delivery and performance of this Agreement and each other Transaction Document to which Cargill is or will be a party and the compliance by Cargill with the provisions hereof and thereof will not conflict with, violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, or require any notice or consent under (i) any provision of the certificate of incorporation or bylaws of Cargill

(subject to adoption and effectiveness of the amendments to the certificate of incorporation of Cargill substantially in the form attached as Annex B hereto); or (ii) any mortgage, note, indenture, deed of trust, lease, loan agreement, commitment, arrangement, written or oral contract or other agreement or instrument or any permit, concession, grant, franchise, license or Law applicable to Cargill or any of its Subsidiaries or any of its or their properties or assets, assuming that all consents, approvals, orders, authorizations, registrations and declarations contemplated by Section 3.1(e) have been obtained and all filings described therein have been made, other than any such conflict, violation, breach, default, termination and acceleration under this clause (ii) that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Cargill. Assuming due authorization, execution and delivery of this Agreement by the MAC Trusts (and the approval and effectiveness of the amendment to Cargill’s certificate of incorporation attached hereto as Annex B), at the Exchange Closing, neither Cargill’s certificate of incorporation nor Cargill’s bylaws will impose any Securities Encumbrances or restrictions that would prevent any MAC Trust from fulfilling its obligations hereunder.

(d) Mosaic Common Stock Ownership. As of the date hereof, Cargill and its Subsidiaries own, beneficially and of record, an aggregate of 285,759,772 shares of Mosaic Common Stock, free and clear of any and all Securities Encumbrances, except for Securities Encumbrances that would not reasonably be expected to have a Material Adverse Effect on Cargill. Such shares of Mosaic Common Stock constitute all of the capital stock of, and any other equity interests in, Mosaic owned of record or beneficially by Cargill and its Subsidiaries.

(e) Consents and Approvals. No consent, approval, order, non-objection or authorization of, or registration, declaration or filing with any Governmental Entity is required on the part of Cargill or any of its Subsidiaries in connection with the execution, delivery and performance by Cargill of this Agreement and the other Transaction Documents to which it is or will be a party other than (i) compliance with any applicable requirements of the Securities Act, the Exchange Act, and any other applicable foreign or state securities laws; (ii) the IRS Ruling Submission and the Private Letter Ruling; and (iii) any consent, approval, actions or filings the absence of which would not have, or reasonably be expected to have, a Material Adverse Effect on Cargill.

(f) No Encumbrances. The MAC Exchange Shares will be free and clear of all Securities Encumbrances other than Securities Encumbrances pursuant to the terms of the Transaction Documents.

(g) Cargill Financial Statements. The audited consolidated financial statements of Cargill and its consolidated Subsidiaries for the three fiscal years ended May 31, 2008, 2009 and 2010, and as of May 31, 2009 and 2010 that were previously delivered by Cargill to the MAC Trusts, fairly present, in all material respects, the consolidated results of operations of Cargill and its consolidated Subsidiaries for such periods and their consolidated financial position as of such dates, and in each case (A) were prepared from, and in accordance with, the books and records of Cargill and its Subsidiaries in all material respects, and (B) were prepared in conformity with GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto).

(h) Except as set forth in Section 2.03(c) of the Tax Agreement, there are no agreements, arrangements or understandings in existence between Mosaic or M Holdings, on the one hand, and Cargill, on the other hand, with respect to any future allocation or use of the M Holdings Transferrable Share Allotment.

Section 3.2 Representations and Warranties of the MAC Trusts. Each of the MAC Trusts makes the following representations and warranties to Cargill, Mosaic and M Holdings, as of the date hereof and as of the Closing Date (or as of such specific date in the case of any representation or warranty expressly made as of a specific date) solely as to itself or to the extent pertaining to it:

(a) Organization and Power.

(i) The MAC Foundation is a trust, duly created under California law at the death of Margaret A. Cargill by an instrument dated January 30, 1995, as amended, which has not been revoked or amended since the death of Margaret A. Cargill. The trustees of the MAC Foundation have all requisite power and authority to execute and deliver this Agreement and the Transaction Documents to which the MAC Foundation is or will be a party and to perform its obligations hereunder and thereunder.

(ii) The Anne Ray Charity is a trust, duly created under California law by Margaret A. Cargill on January 30, 1995, as amended, which has not been revoked or amended since the death of Margaret A. Cargill. The trustees of the Anne Ray Charity have all requisite power and authority to execute and deliver this Agreement and the Transaction Documents to which the Anne Ray Charity is or will be a party and to perform its obligations hereunder and thereunder.

(iii) Acorn is a trust, created under California law by Margaret A. Cargill on January 30, 1995, as amended, which has not been revoked or amended since the death of Margaret A. Cargill. The trustees of Acorn have all requisite power and authority to execute and deliver this Agreement and the Transaction Documents to which Acorn is or will be a party and to perform its obligations hereunder and thereunder.

(iv) Lilac is a trust, created under California law by Margaret A. Cargill on January 30, 1995, as amended, which has not been revoked or amended since the death of Margaret A. Cargill. The trustees of Lilac have all requisite power and authority to execute and deliver this Agreement and the Transaction Documents to which Lilac is or will be a party and to perform its obligations hereunder and thereunder.

(b) Authorization and Enforceability. The execution, delivery and performance by such MAC Trust of this Agreement and each other Transaction Document to which it is or will be a party and the performance by such MAC Trust of its obligations hereunder and thereunder has been duly authorized by its trustees, in the case of the MAC Foundation, its trustees, in the case of the Anne Ray Charity and its trustees, in the case of Acorn and Lilac. No other organizational proceedings on the part of such MAC Trust is necessary to authorize the execution, delivery and performance by such MAC Trust of this Agreement or any other Transaction Document to which it is or will be a party. This Agreement has been, and each other

Transaction Document to which such MAC Trust is or will be a party has been or will be, duly and validly executed and delivered by such MAC Trust. Assuming the due authorization and execution of this Agreement and each other Transaction Document to which such MAC Trust is or will be a party by all other parties (aside from the MAC Trusts) to this Agreement or such other Transaction Documents, as applicable, this Agreement is, and upon its execution by such MAC Trust, each other Transaction Document to which such MAC Trust is or will be a party will be, a valid and binding obligation of such MAC Trust, enforceable against such MAC Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(c) No Conflicts. The execution, delivery and performance of this Agreement and the other Transaction Documents to which such MAC Trust is or will be a party and the compliance by such MAC Trust with the provisions hereof and thereof will not conflict with, violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, or require any notice or consent under (i) any provision of the organizational or governing instruments of such MAC Trust; or (ii) any mortgage, note, indenture, deed of trust, lease, loan agreement, commitment, arrangement, written or oral contract or other agreement or instrument or any permit, concession, grant, franchise, license or Law applicable to such MAC Trust or any of its Subsidiaries or any of its or their properties or assets, assuming that all consents, approvals, orders, authorizations, registrations and declarations contemplated by Section 3.2(f) have been obtained and all filings described therein have been made, other than any such conflict, violation, breach, default, termination and acceleration under this clause (ii) that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on such MAC Trust.

(d) Securities Ownership. As of the date hereof, such MAC Trust owns, beneficially and of record, the number of Subject Shares set forth opposite its name on Annex A attached hereto, free and clear of any and all Securities Encumbrances, except for Securities Encumbrances that would not reasonably be expected to prevent such MAC Trust from assigning, transferring, conveying and delivering to Cargill all of its Subject Shares, free and clear of all Securities Encumbrances, in accordance with terms hereof, or to have a Material Adverse Effect on such MAC Trust. Such Subject Shares constitute all of the capital stock of, and any other equity interests in, Cargill owned of record or beneficially by such MAC Trust.

(e) Tax Representations.

(i) The sole beneficiary of Acorn is the MAC Foundation, an organization described in Section 501(c)(3) of the Code. When Acorn terminates, all of the assets held by Acorn are required by its governing trust agreement to be distributed to the MAC Foundation.

(ii) The sole beneficiary of Lilac is the Anne Ray Charity, an organization described in Section 501(c)(3) of the Code. When Lilac terminates, all of the assets held by Lilac are required by its governing trust agreement to be distributed to the Anne Ray Charity.

(iii) The trustees of Acorn have a fiduciary duty under California law to diversify the assets held by Acorn.

(iv) The trustees of Lilac have a fiduciary duty under California law to diversify the assets held by Lilac.

(v) The MAC Foundation is required to make annual distributions generally equal to five percent (5%) of the fair market value of its assets (other than those which are used (or held for use) directly in carrying out the MAC Foundation’s exempt purpose) to avoid an excise tax under Section 4942 of the Code.

(vi) As a public charity, the Anne Ray Charity is required to make periodic payments under Treasury Regulations Section 1.509(a)-4(i)(3)(iii)(a) to qualify as a supporting organization under Section 509(f) of the Code. If Proposed Treasury Regulation Section 1.509(a)-4(i)(5)(ii) is finalized in its present form, in order to continue such qualification, the Anne Ray Charity will be required to make annual distributions generally equal to five percent (5%) of the fair market value of its assets (other than those which are used (or held for use) directly in carrying out the Anne Ray Charity’s exempt purpose). Alternatively, if the Anne Ray Charity does not continue such qualification, the Anne Ray Charity will be required to make annual distributions generally equal to five percent (5%) of the fair market value of its assets (other than those which are used (or held for use) directly in carrying out the Anne Ray Charity’s exempt purpose) to avoid an excise tax under Section 4942 of the Code.

(vii) The assets owned by Acorn mainly consist of shares of Cargill Common Stock.

(viii) The assets owned by Lilac mainly consist of shares of Cargill Common Stock.

(ix) Acorn made an election under Section 645 of the Code to be treated and taxed as part of Margaret A. Cargill’s estate until the date that is six (6) months after the final determination of estate tax liability in Ms. Cargill’s estate (the “Administrative Period”). All of the income of Acorn during the Administrative Period qualifies for the charitable “set aside” deduction described in Section 642(c)(2) of the Code, regardless of whether such income is derived from the receipt of dividends or from the sale of shares. A final determination of estate tax liability of Ms. Cargill’s estate will occur on the date that is six months after the issuance by the IRS of an estate tax closing letter in the estate of Margaret A. Cargill, which letter was issued on October 15, 2010.

(x) Lilac made an election under Section 645 of the Code to be treated and taxed as part of Margaret A. Cargill’s estate during the Administrative Period. All of the income of Lilac during the Administrative Period qualifies for the charitable “set aside” deduction described in Section 642(c)(2) of the Code, regardless of whether such income is derived from the receipt of dividends or from the sale of shares. A final determination of estate tax liability of Ms. Cargill’s estate will occur on the date that is six months after the issuance by the IRS of an estate tax closing letter in the estate of Margaret A. Cargill, which letter was issued on October 15, 2010.

(xi) After the Administrative Period, it is the intention of the trustees of Acorn, consistent with their fiduciary duties to minimize income taxes, to distribute all income of Acorn derived from its shares of Cargill and M Holdings Stock to the MAC Foundation in a manner that will qualify those distributions for the deduction described in Section 642(c)(1) of the Code, regardless of whether such income is derived from the receipt of dividends or from the sale of shares.

(xii) After the Administrative Period, it is the intention of the trustees of Lilac, consistent with their fiduciary duties to minimize income taxes, to distribute all income of Lilac derived from its shares of Cargill and M Holdings Stock to the Anne Ray Charity in a manner that will qualify those distributions for the deduction described in Section 642(c)(1) of the Code, regardless of whether such income is derived from the receipt of dividends or from the sale of shares.

(xiii) The MAC Foundation is an organization described in Section 501(c)(3) of the Code. The MAC Foundation is a private foundation within the meaning of Section 509(a) of the Code.

(xiv) The Anne Ray Charity is an organization described in Section 501(c)(3) of the Code. The Anne Ray Charity is currently a public charity within the meaning of Section 509(a) of the Code.

(xv) All distributions required to be paid by Acorn to recipients other than the MAC Foundation have been paid in full.

(xvi) All distributions required to be paid by Lilac to recipients other than the Anne Ray Charity have been paid in full.

(xvii) Such MAC Trust does not have any plan or intention to acquire (by purchase or otherwise, acting alone or together with any or all of the other MAC Trusts) any M Holdings Stock following the Split-off other than (A) in the case of the MAC Foundation as a result of distributions from Acorn, (B) in the case of the Anne Ray Charity as a result of distributions from Lilac or (C) in any case, shares of such stock owned or acquired by one or more Qualifying Investment Funds.

(xviii) Such MAC Trust does not own, and for the two years preceding the Split-off has not owned, any shares of Mosaic stock (except shares of Mosaic stock owned by one or more Qualifying Investment Funds in which such MAC Trust is an investor or indirectly as a Cargill stockholder).

(xix) Such MAC Trust has not entered into any agreement, understanding, arrangement or substantial negotiations (as defined in Treasury Regulation Section 1.355-7(h)(1)) to Transfer any equity securities of M Holdings, other than (A) in the case of Lilac, with respect to Transfers by Lilac to the Anne Ray Charity in accordance with the governing trust agreement for Lilac, (B) in the case of Acorn, with respect to Transfers by Acorn to the MAC Foundation in accordance with the governing trust agreement for Acorn, (C) Transfers (excluding Transfers described in clause (A) and clause (B)) of up to the MAC Maximum

Amount, and (D) pursuant to and in accordance with the Transaction Documents. The parties acknowledge that such MAC Trust has the right to (i) require the registration of its shares of M Holdings Stock at certain points in time pursuant to the Registration Agreement and (ii) to Transfer shares of M Holdings Stock in excess of the MAC Maximum Amount with the consent of M Holdings, and that such rights do not violate this representation.

(xx) The MAC Foundation is not aware of any information that could cause the MAC Foundation to fail to qualify as an organization described in Section 501(c)(3) of the Code.

(xxi) The Anne Ray Charity is not aware of any information that could cause the Anne Ray Charity to fail to qualify as an organization described in Section 501(c)(3) of the Code.

(xxii) The MAC Foundation intends to continue to qualify as an organization described in Section 501(c)(3) of the Code.

(xxiii) The Anne Ray Charity intends to continue to qualify as an organization described in Section 501(c)(3) of the Code.

(f) Consents and Approvals. No consent, approval, order, non-objection or authorization of, or registration, declaration or filing with any Governmental Entity is required on the part of such MAC Trust or any of its Subsidiaries in connection with the execution, delivery and performance by such MAC Trust of this Agreement and the other Transaction Documents to which it is or will be a party other than (i) compliance with any applicable requirements of the Securities Act, the Exchange Act, and any other applicable foreign or state securities laws; (ii) a filing with the FTC and DOJ under the HSR Act; and (iii) any consent, approval, actions or filings the absence of which would not have, or reasonably be expected to have, a Material Adverse Effect on such MAC Trust.

(g) Restricted Securities. Such MAC Trust is acquiring the MAC Exchange Shares being assigned, transferred, conveyed and delivered to such MAC Trust as contemplated by this Agreement for its own account and not with a view to their distribution, whether in violation of the Securities Act or otherwise, other than pursuant to and in accordance with the Transaction Documents. Such MAC Trust understands that such MAC Exchange Shares constitute restricted securities (as defined in Rule 144(a) under the Securities Act) and may not be Transferred unless such Transfer is registered under the Securities Act and applicable state securities laws or is exempt from registration thereunder. Such MAC Trust has not, directly or indirectly, offered any of such MAC Exchange Shares to anyone or solicited any offer to buy any of such shares within and such MAC Trust will not Transfer or offer for sale any of such shares unless such Transfer or offer is registered under the Securities Act and applicable state securities laws or is exempt from registration thereunder. Such MAC Trust is an accredited investor (as defined in Rule 501(a) under the Securities Act) and it (either alone or together with its advisors) has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the transactions contemplated by the Transaction Documents and an investment in the M Holding Securities. Such MAC Trust has had the opportunity to ask questions and receive answers concerning the terms and conditions of the transactions contemplated by the Transaction Documents and has had full access to such other information concerning the M Holdings Stock, Mosaic, M Holdings and their Subsidiaries and Cargill as it has requested.

(h) Reliance. Such MAC Trust is an informed and sophisticated party, and has had the opportunity to engage advisors with respect to the evaluation of transactions of the type contemplated by the Transaction Documents. Such MAC Trust acknowledges that it has not relied upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to Cargill, Mosaic or M Holdings, whether or not any such representations, warranties or statements were made in writing or orally, except as expressly set forth for the benefit of such MAC Trust in this Agreement or the other Transaction Documents to which it is or will be a party, it being understood that the foregoing shall not be interpreted as limiting the right of such MAC Trust to exercise any right it may have (1) against Mosaic or M Holdings under the Exchange Act or the Merger and Distribution Agreement by reason of any material misstatement or omission set forth in the Mosaic Recent Filings (as defined in the Merger and Distribution Agreement) or (2) under this Agreement that it becomes aware of as a result of information disclosed in the Offer Documents or in filings made by Mosaic with the SEC after the date of this Agreement. Without limiting the generality of the foregoing, such MAC Trust acknowledges that none of Cargill, Mosaic or M Holdings has made, makes, or will make any representation or warranty, express or implied, with respect to (A) any projections, estimates or budgets delivered to or made available to the MAC Trusts of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Cargill, Mosaic or M Holdings and of any of their respective Subsidiaries or the future business and operations of Cargill, Mosaic or M Holdings and their respective Subsidiaries; or (B) any other information or documents made available to the MAC Trusts or their counsel, accountants or advisors with respect to Cargill, Mosaic, M Holdings or their respective Subsidiaries or their businesses or operations, except as expressly set forth for its benefit in this Agreement or the other Transaction Documents to which such MAC Trust is or will be a party, it being understood that the foregoing shall not be interpreted as limiting the right of such MAC Trust to enforce any right it may have (1) against Mosaic or M Holdings under the Exchange Act or the Merger Agreement or (2) under this Agreement that it becomes aware of as a result of information disclosed in the Offer Documents or in filings made by Mosaic with the SEC after the date of this Agreement.

(i) There are no agreements, arrangements or understandings in existence between Mosaic or M Holdings, on the one hand, and such MAC Trust, on the other hand, with respect to any future allocation or use of the M Holdings Transferrable Share Allotment.

ARTICLE IV.

COVENANTS

Section 4.1 Duff & Phelps Reports.

(a) Cargill agrees that, no later than ten (10) Business Days prior to the Closing Date, Cargill shall deliver to the MAC Trusts (x) a final report of Duff & Phelps (such report prepared in accordance with this Section 4.1(a), the “Duff & Phelps Report”) setting forth the opinion of Duff & Phelps of the Base C Value (as of a Valuation Date no earlier than twenty five (25)

Business Days, and no later than ten (10) Business Days, prior to the Closing Date), the Duff & Phelps Value and the Adjusted Duff & Phelps Value. The Duff & Phelps Report shall (x) be prepared by Duff & Phelps in a manner consistent in all material respects with past practices of, and using methodologies consistent in all material respects with the methodologies used by, Duff & Phelps in preparing valuations of the capital stock of Cargill during the three (3) years prior to the date of this Agreement, except as otherwise provided in the definitions of Base C Value, Duff & Phelps Value and Adjusted Duff & Phelps Value and provided that the parties agree and understand that the foregoing shall not prevent Duff & Phelps from using its professional judgment in performing its analyses and/or from making such modifications to the manner in which the methodologies referred to above are applied as are necessary or appropriate in the professional judgment of Duff & Phelps in order to account for the facts and circumstances in existence as of a Valuation Date (other than the pendency of the transactions contemplated by the Transaction Agreements), and (y) set forth the manner in which the Duff & Phelps Report was prepared and the methodologies used in the preparation of the Duff & Phelps Report and describe any material modifications to the manner in which the methodologies referred to above were applied as compared to the November 30, 2010 report of Duff & Phelps previously reviewed by the MAC Trusts. The Duff & Phelps Report shall be accompanied, for informational purposes only, by the most recent quarterly report prepared by Duff & Phelps with respect to the valuation of the Cargill Common Stock. Any such quarterly report accompanying the Duff & Phelps Report is referred to as the “Accompanying D&P Report.”

(b) Each of the MAC Trusts agrees that it shall not, nor shall it permit any of its Representatives to, (x) disclose the Duff & Phelps Report or any information contained therein or provided to the MAC Trusts or any of their Representatives by or on behalf of Cargill or Duff & Phelps in connection therewith to any Person, including any Accompanying D&P Report (other than to Representatives of the MAC Trusts who are advised of the confidentiality and use restrictions of this Section 4.1(b) and agree to comply with such restrictions and other than with prior (to the extent practicable) written notice to Cargill as may be required by law or legal process or requested by a legal or governmental authority), or (y) use such Duff & Phelps Report or any information contained therein, including any Accompanying D&P Report, other than in connection with (i) the Exchange, (ii) the enforcement of the Transaction Documents, (iii) the valuation of awards previously granted by the MAC Trusts pursuant to its 2009 Awards Program, or (iv) as may be required in connection with filing a tax return, in a tax proceeding, filing with a state attorney general, or otherwise as may be required by law.

Section 4.2 MAC Trusts Standstill. Each of the MAC Trusts agrees hereby that from the date hereof until the Closing Date or the earlier termination of this Agreement, and except as contemplated by this Agreement, it shall not, without the prior written consent of Cargill, directly or indirectly, (i) Transfer any shares of capital stock of Cargill, Mosaic or M Holdings, except (x) in the case of Lilac, Transfers by Lilac of Cargill stock to the Anne Ray Charity in accordance with the governing trust agreement for Lilac or (y) in the case of Acorn, Transfers by Acorn of Cargill stock to the MAC Foundation in accordance with the governing trust agreement for Acorn; provided that, in the case of clauses (x) and (y) above, Annex A shall be revised as appropriate to reflect any such Transfer; (ii) grant any proxies or powers of attorney, deposit any shares of capital stock of Cargill into a voting trust or enter into a voting agreement with respect to any such shares; (iii) take any action that would make any representation or warranty of such MAC Trust contained herein untrue or incorrect or have the effect of preventing or disabling any

of the MAC Trusts from performing its obligations under this Agreement or any of the other Transaction Documents; (iv) purchase or otherwise acquire any shares of capital stock or other securities of Cargill or Mosaic, other than pursuant to stock dividends, stock splits or recapitalizations; or (v) request (at a meeting of Cargill’s stockholders or otherwise) that Cargill’s stockholders discuss, consider, vote or consent with respect to whether Cargill should effect an initial public offering of any of the securities of Cargill.

Section 4.3 Tax Indemnity.

(a) Each MAC Trust shall, jointly and severally with its Associated Entity, indemnify and hold harmless Cargill and its Affiliates and its and their respective Representatives (the “Cargill Indemnified Parties”) solely out of the assets of such MAC Trust and its Associated Entity and up to a maximum amount equal to the Aggregate Exchange Value for any and all Tax Losses suffered by any or all of the Cargill Indemnified Parties attributable to, arising out of, or resulting from any of the following events listed in clauses (1) through (5) below if any such event is or was, in whole or in part, related or attributable to, arises out of, or results from (x) any breach or inaccuracy of any representation or warranty of such MAC Trust or its Associated Entity contained in Section 3.2(e) hereof or in the certificate to be provided by such MAC Trusts in connection with the Bring Down Tax Opinion or (y) any breach by such MAC Trust or its Associated Entity of any of their covenants and obligations hereunder, including Section 4.2, Section 4.6(e), Section 4.7, Section 4.8 or Section 4.9 hereof (any such inaccuracy or breach described in this Section 4.3(a), a “MAC Trust Breach”):

1) the Split-off failing to qualify under Section 355(a)(1) of the Code,

2) the Debt Exchanges failing to qualify under Section 361(c) of the Code,

3) the Merger failing to constitute a tax-free exchange to Cargill,

4) the Merger together with the Split-off failing to constitute a reorganization within the meaning of Section 368(a)(1)(D) of the Code, or

5) any failure of any M Holdings Stock to qualify as “qualified property” within the meaning of Section 355(c)(2) of the Code or Section 361(c)(2) of the Code.

(b) (i) Cargill may seek indemnification for any Tax Loss suffered by any or all of the Cargill Indemnified Parties by giving notice to the applicable MAC Trust and its Associated Entity, specifying (x) the applicable MAC Trust Breach giving rise to a claim for indemnification hereunder, (y) the basis for such allegation and a description of the Tax Loss and (z) if known, the aggregate amount of the Tax Losses for which a claim is being made under this Section 4.3 including a detailed computation of such Tax Loss or, to the extent that the aggregate amount of such Tax Losses are not known at the time such claim is made, a detailed computation setting forth an estimate, prepared in good faith, of the aggregate potential amount of such Tax Losses (it being understood and agreed that no inaccuracy in any such estimate shall affect Cargill’s right to indemnification for Tax Losses hereunder). Notice to a MAC Trust and its Associated Entity of the existence of a claim shall be given by Cargill as soon as practicable after Cargill receives written notice of the claim; provided that any failure to provide such prompt

notice of the existence of a claim to such MAC Trust or its Associated Entity shall not affect Cargill’s right to seek indemnification pursuant to this Section 4.3 except and only to the extent that such failure results in a lack of actual notice to such MAC Trust and its Associated Entity and such MAC Trust or its Associated Entity shall have been materially prejudiced as a result of such delay.

(ii) A MAC Trust shall be required to pay to Cargill solely out of the assets of such MAC Trust and up to a maximum amount equal to the Aggregate Exchange Value any amount due with respect to a claim of indemnification against it pursuant to this Section 4.3(b) promptly upon the first to occur of: (x) a final determination under Section 1313 of the Code having been reached with respect to the matter that gave rise to such claim for indemnification; or (y) such MAC Trust and Cargill entering into a mutual agreement with respect to the total amount that is due from such MAC Trust with respect to such claim for indemnification. If a MAC Trust makes an indemnification payment to Cargill pursuant to this Section 4.3(b) and Cargill receives a corresponding income Tax benefit in any taxable period that was not taken into account in the computation of such indemnification amount, then Cargill shall reimburse such MAC Trust for the amount of such Tax benefit (calculated at the Assumed Federal Tax Rate or the Assumed Combined Tax Rate, as applicable) that was not taken into account, but not in excess of any indemnification payment made by such MAC Trust hereunder. If a MAC Trust makes an indemnification payment to Cargill pursuant to this Section 4.3(b) and Cargill does not receive all or a part of the corresponding income Tax benefit that was taken into account in the computation of the amount of such indemnification payment, then such MAC Trust shall reimburse Cargill for the amount of such Tax benefit that was taken into account in the computation of the amount of the indemnification payment but not received (calculated at the Assumed Federal Tax Rate or the Assumed Combined Tax Rate, as applicable).

(iii) With respect to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any audit, examination, claim, adjustment or other proceeding (a “Tax Controversy”) relating to the Transactions, Cargill shall have the right, through tax counsel of its choosing and at its own expense, to conduct and control the settlement or defense of such Tax Controversy; provided, however, that if an adverse resolution of the Tax Controversy could result in the applicable MAC Trust having an obligation to indemnify Cargill under this Agreement, then the applicable MAC Trusts shall be entitled to participate in such Tax Controversy, at its own expense, and Cargill shall not, without the consent of the applicable MAC Trust, which consent shall not be unreasonably withheld or delayed, agree to pay or settle any such Tax Controversy. If Cargill does not settle a Tax Controversy because the applicable MAC Trust has failed to consent to such settlement, then to the extent that the amount of the final settlement or assessment or other final determination of the Tax Controversy exceeds the amount at which Cargill had proposed to settle such Tax Controversy, the applicable MAC Trust (and its Associated Entity) shall bear the full cost of such excess, regardless of whether the applicable MAC Trusts are determined to be responsible for the underlying Tax Loss pursuant to this Section 4.3.

(c) The indemnification obligations and the remedies provided in this Section 4.3 shall be cumulative and shall not preclude assertion by Cargill of any and all other rights or the seeking of any and all other remedies against the MAC Trusts; provided that Cargill may not recover more than once for any Tax Loss it has incurred.

Section 4.4 Future Cargill IPO/Listing. Cargill agrees that in the event that, after the Closing Date but on or prior to the 4.5 year anniversary of the Closing Date, Cargill either lists the Cargill Common Stock for trading on a national securities exchange in the United States of America (or a comparable foreign exchange) or consummates an underwritten public offering of the Cargill Common Stock pursuant to an effective registration statement under the Securities Act, in either case which leads to the creation of a liquid public market for such stock, then Cargill shall pay each MAC Trust an amount equal to $2.00 per share of Cargill Common Stock that was exchanged for MAC Exchange Shares by such MAC Trust in accordance with this Agreement. Cargill shall pay each MAC Trust such amount in cash within ten (10) days after the event giving rise to the payment obligation. Any such payment shall be treated for all Tax purposes as an additional payment by Cargill made in exchange for the Subject Shares.

Section 4.5 Cargill Dividend Policies. Cargill agrees that, prior to the Split-off (or the earlier termination of this Agreement), it shall not alter its policies (in connection with the timing of the Exchange Closing) with respect to the timing, amount, declaration or payment of dividends by Cargill to its stockholders for the purpose of denying the distribution of dividends by Cargill to the MAC Trusts.

Section 4.6 Other Actions.

(a) Each of the MAC Trusts and Cargill shall use their reasonable best efforts to cooperate with each other and, to the extent requested by Cargill, with Mosaic and M Holdings to cause the Split-off, the Exchange and the First Formation Offering to be consummated as promptly as practicable after the date hereof in accordance with the terms hereof and the other applicable Transaction Documents. Cargill further agrees that it shall use its reasonable best efforts to cooperate with Mosaic and M Holdings to cause the Merger, the Initial Debt Exchange (as defined in the Merger and Distribution Agreement) and the First Formation Offering to be consummated as promptly as practicable after the date hereof in accordance with the terms hereof and the other applicable Transaction Documents. Without limiting the generality of the foregoing, each of the MAC Trusts and Cargill shall use their reasonable best efforts, in cooperation with the other, to make or cause to be made as soon as practicable after the date of this Agreement all registrations, declarations and filings required to be made by it under the HSR Act in connection with the Exchange and to execute and deliver both before and after the Exchange Closing, as applicable, such further certificates, agreements and other documents and take such other actions as Cargill or the MAC Trusts may reasonably request, or which are necessary or advisable, to consummate or implement the Merger, the Exchange, the Split-off and the First Formation Offering or to evidence such events or matters. Cargill’s obligations pursuant to the foregoing shall be subject to, and without prejudice to, the rights of Cargill to delay the Closing Date and/or terminate this Agreement pursuant to Section 6.1 hereof.

(b) The MAC Trusts shall, upon request, furnish Cargill and Mosaic with such true, correct and complete information concerning themselves, their respective trustees, and officers and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice, petition or application made by or on behalf of Cargill, M Holdings, Mosaic or any of their respective Subsidiaries to any Governmental Entity or third party in connection with the transactions contemplated by the Transaction Documents.

(c) No public release, announcement or other public disclosure concerning the Transactions shall be issued by any of the MAC Trusts, on the one hand, or Cargill, on the other hand, if such release, announcement or public disclosure refers to the other party, without the prior written consent of the other party (which shall not be unreasonably withheld or delayed), except as such release, announcement or disclosure may be required by Law or the rules or regulations of any U.S. securities exchange, in which case the party required to make the release or announcement shall use its reasonable best efforts to allow the other party reasonable time to comment on each such release, announcement or disclosure in advance of such issuance and shall consider and address in good faith the views and comments made by such other party regarding any such release, announcement or disclosure.

(d) Cargill agrees that no amendment to any defined term set forth in the Merger and Distribution Agreement or the Tax Agreement that is incorporated by reference into this Agreement shall be effective for purposes of this Agreement without the prior written consent of the MAC Trusts, which consent shall not be unreasonably withheld or delayed.

(e) Each MAC Trust covenants and agrees solely as to itself and to the extent pertaining to it as follows:

(i) From and after the date hereof through the end of the Administrative Period:

All of the income of Acorn will qualify for the charitable “set aside” deduction described in Section 642(c)(2) of the Code. Said deduction will offset Acorn’s gross income derived from its shares of Cargill and M Holdings, including ordinary income and capital gains, and, as a result, no income taxes will be due and payable by Acorn on said gross income. Acorn agrees that it will not take any action that would jeopardize its qualification for the charitable set aside deduction during said period; and

All of the income of Lilac will qualify for the charitable “set aside” deduction described in Section 642(c)(2) of the Code. Said deduction will offset Lilac’s gross income derived from its shares of Cargill and M Holdings, including ordinary income and capital gains, and, as a result, no income taxes will be due and payable by Lilac on said gross income. Lilac agrees that it will not take any action that would jeopardize its qualification for the charitable set aside deduction during said period; and

(ii) At all times after the Administrative Period through the tenth (10th) anniversary of the Closing Date:

The trustees of Acorn will use their reasonable best efforts to distribute all of Acorn’s net income derived from its shares of Cargill and M Holdings (net of any reasonable reserves as determined by the trustees) to the MAC Foundation in a manner that will qualify those distributions for the deduction described in Section 642(c)(1) of the Code; and

The trustees of Lilac will use their reasonable best efforts to distribute all of Lilac’s net income derived from its shares of Cargill and M Holdings (net of any reasonable reserves as determined by the trustees) to the Anne Ray Charity in a manner that will qualify those distributions for the deduction described in Section 642(c)(1) of the Code; and

(iii) From and after the date hereof through the tenth (10th) anniversary of the Closing Date:

The trustees of the MAC Foundation will use reasonable best efforts continue to qualify, and will take all actions within their reasonable control to ensure that the MAC Foundation continues to qualify, as an organization described in Section 501(c)(3) of the Code;

The trustees of the MAC Foundation will not take any action that could reasonably be expected to cause the MAC Foundation to fail to qualify as an organization described in Section 501(c)(3) of the Code;

The trustees of the Anne Ray Charity will use reasonable best efforts continue to qualify, and will take all actions within their reasonable control to ensure that the Anne Ray Charity continues to qualify, as an organization described in Section 501(c)(3) of the Code; and

The trustees of the Anne Ray Charity will not take any action that could reasonably be expected to cause the Anne Ray Charity to fail to qualify as an organization described in Section 501(c)(3) of the Code.

(iv) Other than pursuant to the Split-off, from the date hereof through the second (2nd) anniversary of the Closing Date, such MAC Trust will not acquire (by purchase or otherwise, but excluding any acquisition pursuant to any stock split, stock dividend, recapitalization or similar event, in each case that is implemented by M Holdings and is outside of the control of such MAC Trust, acting alone or together with any or all of the other MAC Trusts) any shares of Mosaic Common Stock or M Holdings Stock other than (A) in the case of the MAC Foundation, acquisitions of shares of M Holdings Stock from Acorn, (B) in the case of the Anne Ray Charity, acquisitions of shares of M Holdings Stock from Lilac, and (C) acquisitions of interests in one or more Qualifying Investment Funds holding shares of Mosaic Common Stock or M Holdings Stock or acquisitions of shares of Mosaic Common Stock or M Holdings Stock by one or more Qualifying Investment Funds.

(v) Such MAC Trust shall not deliver a Released Share Request prior to the First Demand Period (both as defined in the Registration Agreement).

Section 4.7 Tax Lock-Up. Each of the MAC Trusts covenants and agrees solely as to itself and to the extent pertaining to it, as follows:

(a) From the date hereof through the second anniversary of the Closing Date, it shall not (x) Transfer, or enter into any agreement, understanding, arrangement or substantial

negotiations (as defined in Treasury Regulation Section 1.355-7(h)(1)) to Transfer, any shares of M Holdings Stock or Mosaic Common Stock other than: (i) in the case of Lilac, Transfers by Lilac of M Holdings Stock to the Anne Ray Charity in accordance with the governing trust agreement for Lilac; (ii) in the case of Acorn, Transfers by Acorn of M Holdings Stock to the MAC Foundation in accordance with the governing trust agreement for Acorn; (iii) Transfers, or agreements, understandings, arrangements or substantial negotiations (as defined in Treasury Regulation Section 1.355-7(h)(1)) to Transfer, by it (A) in any Public Offering Sale, (B) in any Section 2.2 Sale, (C) in any Permitted MAC Trust Redemption, or (D) in any Required Annual Distribution, in each case described in this clause (iii), if and only if, after giving effect to any such Transfer (and treating as Transferred any shares of M Holdings Stock that are the subject of any agreement, understanding, arrangement or substantial negotiations (as defined in Treasury Regulation Section 1.355-7(h)(1) to Transfer), the total number of shares of M Holdings Stock Transferred (or deemed Transferred) by all MAC Trusts pursuant to this clause (iii) will not exceed the MAC Maximum Amount; and (iv) Transfers of Potential Consent Shares to Persons other than M Holdings or its Subsidiaries, with the prior written consent of M Holdings, but only if a copy of such consent has been provided in advance of such Transfer to Cargill and (y) acquire, or enter into any agreement, understanding, arrangement or substantial negotiations (as defined in Treasury Regulation Section 1.355-7(h)(1)) to acquire (but excluding any stock split, stock dividend, recapitalization or similar event in each case that is implemented by M Holdings and is outside the control of such MAC Trust, acting alone or together with any or all of the other MAC Trusts), any shares of M Holdings Stock or Mosaic common stock, other than through one or more Qualifying Investment Funds. For avoidance of doubt, the MAC Trusts’ negotiating of the terms of, and entering into, the Transaction Documents as in effect on the date hereof shall not constitute a violation of this Section 4.7(a).

(b) At least ten (10) Business Days prior to any Transfer (other than in the First Formation Offering) pursuant to clause (a), such MAC Trust, if intending to effect such Transfer, shall provide written notice to M Holdings and Cargill describing the number and type of shares of M Holdings Stock subject to such proposed Transfer.

(c) No more than five (5) Business Days after any Transfer (other than in the First Formation Offering) pursuant to clause (a), such MAC Trust shall provide written notice to M Holdings and Cargill describing the number and type of shares of M Holdings Stock Transferred.

(d) Any purported Transfer or attempt to Transfer any M Holdings Stock in violation of the provisions of this Section 4.7 (including the notice provisions) shall be null and void and of no effect.

(e) In addition to the other restrictions hereunder, from the date hereof through the second anniversary of the Closing Date, such MAC Trust may not offer to Transfer any shares of M Holdings Stock or disclose or announce any plan or intention to Transfer any shares of M Holdings Stock (other than pursuant to a Public Offering Sale, in any Section 2.2 Sale, in any Permitted MAC Trust Redemption, or in any Required Annual Distribution), unless such offer, disclosure or announcement includes a good faith summary of the restrictions on Transfer to which such MAC Trust is subject under this Agreement and the certificate of incorporation and bylaws of M Holdings.

(f) Each certificate representing MAC Exchange Shares (other than MAC Exchange Shares that will be sold in the First Formation Offering on or about the Closing Date) may be stamped or otherwise imprinted with a legend substantially in the form below, and from the Closing Date through the second anniversary of the Closing Date, such MAC Trust shall take all actions within its control to ensure that each of the MAC Exchange Shares shall be represented by a physical share certificate and each such certificate shall include the following (or a substantially similar) legend in addition to any other legend required by the Transaction Documents:

THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON SALE, TRANSFER, GRANT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION (ANY SUCH ACTION, A “TRANSFER”) SET FORTH IN THE RESTATED CERTIFICATE OF INCORPORATION OF THE CORPORATION AND PURSUANT TO THE TERMS OF AN EXCHANGE AGREEMENT, DATED AS OF JANUARY 18, 2011, WITH CARGILL, INCORPORATED, A COPY OF WHICH MAY BE OBTAINED FROM CARGILL, INCORPORATED. ANY PURPORTED TRANSFER OR ATTEMPT TO TRANSFER THE SECURITIES REPRESENTED HEREBY OTHER THAN IN ACCORDANCE WITH THE TERMS OF THE RESTATED CERTIFICATE OF INCORPORATION AND THE EXCHANGE AGREEMENT SHALL BE NULL AND VOID AND OF NO EFFECT.

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE SECURITIES REPRESENTED HEREBY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

The foregoing requirement of this Section 4.7(f) shall not apply with respect to MAC Exchange Shares from and after the Transfer of such MAC Exchange Shares in accordance with Section 4.7(a)(iii) of this Agreement other than clause (D) thereof.

Section 4.8 Bring Down Tax Representations. Each of the MAC Trusts shall use its reasonable best efforts to deliver to Fried, Frank, Harris, Shriver & Jacobson LLP a certificate dated the Closing Date containing the representations applicable to such MAC Trust contained in Section 3.2(e) hereof. Each of the MAC Trusts represents and warrants that, as of the date of this Agreement, it has no knowledge or reason to believe that it will not be able to deliver such certificate. None of the MAC Trusts shall knowingly take any action that could cause any of the MAC Trusts not to be able to deliver such certificate.

Section 4.9 Treasury Regulation Section 1.355-5(b). Any MAC Trust subject to Treasury Regulation Section 1.355-5(b) agrees to file the statement required by Treasury Regulation Section 1.355-5(b) on or with its federal income tax return for the year in which the Split-off occurs.

Section 4.10 Reporting. The parties to this Agreement will report the transactions contemplated by the Transaction Documents, for income tax purposes, consistently with the Private Letter Ruling and will not take any position inconsistent therewith.

ARTICLE V.

CONDITIONS TO OBLIGATIONS OF MAC TRUSTS

The obligations of each MAC Trust to consummate the Exchange is subject to the fulfillment prior to or at the Exchange Closing of each of the following conditions (any or all of which may be waived by such MAC Trust), provided, however, that each MAC Trust shall be obligated to consummate the Exchange even if one or more of such conditions has not been fulfilled prior to or at the Exchange Closing if the failure of such condition to be fulfilled is due to a default or breach by any of the MAC Trusts of any provision in this Agreement or the Transaction Documents to which the MAC Trusts are parties:

Section 5.1 No Injunction. No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated or entered any Law which is in effect and which prohibits consummation of the Split-off, the Exchange or any Formation Offering.

Section 5.2 Mosaic Material Adverse Effect; Compliance with Certain Covenants; Tax Condition. The conditions set forth in Section 9.3(a), Section 9.3(e) and Section 9.3(f) of the Merger and Distribution Agreement shall have been satisfied; and the condition set forth in Section 9.3(b) of the Merger and Distribution Agreement (solely to the extent it relates to the obligations of Mosaic under Sections 7.1(a)(i), (ii) and (iii) and, solely to the extent it relates to the foregoing clauses (i), (ii) and (iii), Section 7.1(a)(x) (the “Designated Covenants”)) shall have been satisfied (in each case, without any waiver or amendment thereof not approved by such MAC Trust, such approval not to be unreasonably withheld or delayed).

Section 5.3 M Holdings Charter Amendment & Merger. The M Holdings Charter Amendment and the Merger shall have been completed in accordance with the terms set forth in the Merger and Distribution Agreement.

Section 5.4 NYSE Listing. The shares of M Holdings Common Stock to be received by such MAC Trust in the Exchange shall have been approved for listing on the NYSE, and the M Holdings Common Stock to be issued upon the conversion of the M Holdings Class A Common Stock and M Holdings Class B Common Stock to be received by such MAC Trust in the Exchange shall have been approved for listing on the NYSE, in each case subject to official notice of issuance.

Section 5.5 Registration Statement. A Registration Statement (as defined in the Registration Agreement) shall have been filed with the SEC pursuant to the Registration Agreement, become effective under the Securities Act (and not be the subject of a stop order suspending the effectiveness of such registration statement or a proceeding initiated by the SEC seeking any such stop order), and shall include (or incorporate by reference) all, and shall not omit any, information, including financial information, necessary to effect the First Formation Offering in accordance with the requirements under the Securities Act and the terms of the Registration Agreement.

Section 5.6 Underwriting Agreement. The underwriters for the First Formation Offering shall have entered into an underwriting agreement pursuant to which the underwriters shall have agreed to purchase at least 7,500,000 shares of M Holdings Common Stock from the MAC Trusts, at a no less favorable price per share and on terms and conditions (other than with respect to lock-up or similar transfer restrictions, which shall be for no longer a period than is contemplated by the Registration Agreement) that are no less favorable to the MAC Trusts than the price, terms and conditions upon which the underwriters have agreed to purchase shares of M Holdings Common Stock from the Exchanging Cargill Debt Holders, in each case for resale to the public in the First Formation Offering, such underwriting agreement shall be in full force and effect, and the underwriters for the First Formation Offering shall have confirmed that they are prepared to consummate the First Formation Offering in accordance with the terms of the underwriting agreement on the Closing Date, subject to the consummation of the Split-off and the Initial Debt Exchange.

Section 5.7 Duff & Phelps Reports. Cargill shall have delivered to the MAC Trusts the Duff & Phelps Report, prepared in all materials respects in accordance with Section 4.1(a), at least ten (10) Business Days prior to the Closing Date. Cargill shall have delivered to the MAC Trusts the Accompanying D&P Report at least ten (10) Business Days prior to the Closing Date (so long as the MAC Trusts have each signed the release described in the last section of Section 4.1(a) hereof).

Section 5.8 Split-Off Terms Applicable to Other Stockholders. The terms on which stockholders of Cargill (other than the MAC Trusts) shall exchange shares of Cargill Common Stock with Cargill for M Holdings Stock pursuant to the Offer shall be not materially more favorable to such stockholders than the terms upon which the MAC Trusts exchange their Subject Shares for MAC Exchange Shares; provided, that the following shall not constitute a failure of the condition set forth in this Section 5.8 or be considered in determining whether any such failure has occurred or will occur: (i) the exchange by Cargill with any stockholders of Cargill (other than the MAC Trusts) of M Holdings Stock for shares of Cargill Common Stock at an exchange ratio determined based on a value up to the Adjusted Duff & Phelps Value (rather than the Adjusted Exchange Value); (ii) the exchange by any stockholder of Cargill (other than the MAC Trusts) of less than 100% of the shares of Cargill Common Stock held by such stockholder; (iii) the M Holdings Stock received by any stockholder of Cargill (other than the MAC Trusts) in exchange for shares of Cargill Common Stock include a greater percentage of M Holdings Class B Common Stock for their shares of Cargill Common Stock than the percentage of M Holdings Class B Common Stock that the MAC Trusts receive for their shares of Cargill Common Stock; (iv) stockholders of Cargill (other than the MAC Trusts) exchanging their shares of Cargill Common Stock pursuant to the Offer Documents and not being parties to the

Registration Agreement, the Governance Agreement or this Agreement, so long as any stockholder of Cargill (other than the MAC Trusts) receiving M Holdings Stock from Cargill in the Split-off becomes a party to or subject to provisions not materially more favorable to such stockholder than the Tax Provisions and, if such stockholder will be a Significant Stockholder after giving effect to the Split-off, the Governance Agreement Restrictions; and (v) the tender and support agreements or similar agreements of stockholders of Cargill (other than the MAC Trusts) terminating no later than one (1) year after the execution thereof.

Section 5.9 Registration Agreement. The Registration Agreement shall be in full force and effect.

Section 5.10 Representations and Warranties of Cargill. The representations and warranties of Cargill set forth in this Agreement shall be true and correct, in each case, as of the date of the Agreement and as of the Closing Date as though made on and as of each such date (except to the extent that such representations and warranties expressly relate to a specified date, in which case as of such specified date), except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Cargill.

Section 5.11 Covenants of Cargill. Cargill shall have performed in all material respects the material obligations, agreements and covenants required to be performed by it prior to or as of the Exchange Closing under this Agreement.

Section 5.12 Cargill Charter Amendment. The amendment to the certificate of incorporation of Cargill substantially in the form attached as Annex B shall have been approved by the stockholders of Cargill or, in the opinion of counsel of Cargill, the Exchange will comply with the terms of the certificate of incorporation of Cargill.

ARTICLE VI.

TERMINATION

Section 6.1 Termination. This Agreement may be terminated prior to the Exchange Closing as follows:

(a) By mutual consent of Cargill and the MAC Trusts (acting jointly);

(b) By the MAC Trusts (acting jointly) if (A) Cargill shall have breached or failed to perform any of its representations, warranties, covenants or other obligations set forth in this Agreement, which breach or failure to perform would result in the failure of any of the conditions set forth in Section 5.10 and/or 5.11 hereof and (B) such breach or failure to perform is not cured, or cannot be cured, by Cargill within 30 calendar days following receipt of written notice of such breach or failure to perform from the MAC Trusts (or if the End Date is less than 30 calendar days from notice by the MAC Trusts (without giving effect to any extension), is not cured, or cannot be cured, by Cargill by the End Date (without giving effect to any extension);

(c) By the MAC Trusts (acting jointly) if Cargill shall have the right to terminate the Merger and Distribution Agreement pursuant to Section 10.1(d)(i) thereof as a result of (x) the failure of the condition set forth in Section 9.3(a) thereof, or (y) the failure of the condition set forth in Section 9.3(b) thereof by reason of a breach of any of the Designated Covenants; and

(d) By the MAC Trusts (acting jointly), on the one hand, or Cargill, on the other hand, upon written notice of termination to Cargill (in the case of a termination by the MAC Trusts) or to the MAC Trusts (in the case of a termination by Cargill):

(i) in the event that any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated or entered any Law which is in effect and prohibits the consummation of the Split-off, the Exchange or any Formation Offering and such Law shall have become final and nonappealable;

(ii) at any time after the termination of the Merger and Distribution Agreement in accordance with its terms; or

(iii) at any time after the End Date; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(d)(iii) shall not be available to any party if the failure of the Closing Date to have occurred by the End Date is due to a breach by such party of any covenants or obligations of such party under this Agreement or any of the Transaction Documents to which it is a party.

Section 6.2 Effects of Termination.

(a) In the event of any termination of this Agreement in accordance with Section 6.1 prior to the Closing, this Agreement shall forthwith become wholly void and there shall be no liability or obligations on the part of any party except with respect to this Section 6.2, Section 4.1(b) and Article VII which shall remain in full force and effect; provided, however, that, subject to Sections 6.2(c) and (d), the forgoing shall not relieve any party from any liability for any inaccuracy in, or breach by any party or any of its Representatives of, any warranties, covenants or obligations of any such party under this Agreement prior to such termination.

(b) If this Agreement is terminated in accordance with Section 6.1 prior to the Closing, Cargill shall promptly return all tendered Subject Shares to the MAC Trusts.

(c) In the event that (i) this Agreement is terminated by Cargill or the MAC Trusts (x) pursuant to Section 6.1(b) or (y) pursuant to Sections 6.1(d)(ii) or 6.1(d)(iii) under circumstances in which Cargill is required to pay the Termination Fee pursuant to Section 10.2(b) of the Merger and Distribution Agreement (or would be required to pay the Termination Fee pursuant to Section 10.2(b) of the Merger and Distribution Agreement but for the provisions of clause (ii) thereof), or (ii) the Merger and Distribution Agreement is terminated pursuant to Section 10.1(a) thereof, and, in each case, the MAC Trusts shall not have breached or failed to perform in any material respect any of their respective representations, warranties, covenants or other obligations set forth in the Transaction Documents, Cargill shall, within ten (10) Business Days after the date of termination, deliver to the MAC Trusts a written notice (the “Cargill Share Value Notice”) setting forth the value per share of Cargill Common Stock as determined by Duff

& Phelps (or any successor valuation firm) in a manner consistent in all material respects with the Prior Duff & Phelps Methodologies (as defined below) as of the end of the fiscal quarter of Cargill last ended prior to the date of delivery of such notice (such value per share, the “Cargill Share Value”). For avoidance of doubt, the Cargill Share Value shall reflect a 15% illiquidity discount. The MAC Trusts (acting jointly) shall have the right to elect to sell to Cargill a number of shares of Cargill Common Stock equal to four hundred million dollars ($400,000,000.00) divided by the Cargill Share Value (such shares, the “Sale Shares”) by delivering to Cargill of a written notice of such election (a “Sale Notice”) within ten (10) Business Days after receipt of the Cargill Share Value Notice (the “Sale Election Period”). The Sale Notice shall set forth the number of the Sale Shares to be sold by each of the MAC Trusts. Cargill may deem any Sale Notice delivered by the MAC Trusts (acting jointly) to constitute the “Stockholder Notices” (as defined in Article IV, Section 10, Paragraph B of Cargill’s certificate of incorporation) of each of the MAC Trusts with respect to the transfer by such MAC Trust of the portion of the Sale Shares to be sold to Cargill by such MAC Trust as set forth in the Sale Notice, unless such transfer is permitted under Article IV, Section 10, Paragraph A of Cargill’s certificate of incorporation. Promptly after receiving a Sale Notice in accordance with the foregoing, unless the applicable transfer is permitted under Article IV, Section 10, Paragraph A of Cargill’s certificate of incorporation, Cargill shall provide to the applicable stockholders of Cargill the written notices to such stockholders contemplated by Article IV, Section 10, Paragraph B of Cargill’s certificate of incorporation. If the MAC Trusts (acting jointly) shall have delivered a Sale Notice to Cargill during the Sale Election Period, Cargill shall purchase from each of the MAC Trusts, and each of the MAC Trusts shall sell to Cargill, the number of Sale Shares to be sold by such MAC Trust as set forth in the Sale Notice (less the number of such shares, if any, purchased from such MAC Trust by stockholders of Cargill pursuant to the purchase options provided for in Article IV, Section 10, Paragraph B of Cargill’s certificate of incorporation) at a cash price per share equal to the Cargill Share Value. The closing of such purchases and sales shall occur on a date selected by Cargill (in a written notice delivered to the MAC Trusts at least five (5) Business Days prior to the closing date), which date shall be within thirty (30) days after the last of the applicable purchase option periods provided for in Article IV, Section 10, Paragraph B of Cargill’s certificate of incorporation shall have expired or been waived in full or, if such purchase options are not applicable, within thirty (30) days after delivery by the MAC Trusts (acting jointly) to Cargill of the Sale Notice. At the closing, (A) each of the MAC Trusts shall deliver to Cargill certificates representing the shares of Cargill Common Stock being sold to Cargill by such MAC Trust, accompanied by duly executed assignment documents in a form reasonably satisfactory to Cargill and a certificate in form and substance reasonably acceptable to Cargill containing representations and warranties from each of the MAC Trusts selling shares with respect to power, authority, no conflict with governing instruments and applicable law and transfer of such shares of Cargill Common Stock, free and clear of all Securities Encumbrances, and (B) Cargill shall deliver to each of the MAC Trusts selling shares an amount equal to the Cargill Share Value multiplied by the number of shares being sold to Cargill by such MAC Trust by wire transfer of immediately available funds to one or more bank accounts identified by such MAC Trust by written notice delivered to Cargill at least two (2) Business Days prior to closing. Notwithstanding the foregoing, Cargill shall not be required to purchase any shares of Cargill Common Stock from the MAC Trusts pursuant to this Section 6.2(c) if any MAC Trust shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other obligations set forth in the Transaction Documents.

(d) In the event that (x) this Agreement is terminated by Cargill or the MAC Trusts (A)(1) pursuant to Section 6.1(b), (2) pursuant to Sections 6.1(d)(ii) or 6.1(d)(iii) under circumstances in which Cargill is required to pay the Termination Fee pursuant to Section 10.2 of the Merger and Distribution Agreement or (3) the Merger and Distribution Agreement is terminated pursuant to Section 10.1(a) thereof, and, in each case, the MAC Trusts shall not have breached or failed to perform in any material respect any of their respective representations, warranties, covenants or other obligations set forth in the Transaction Documents, (y) within the one (1) year period after the date of termination of this Agreement (the “Tail Period”), Cargill and/or one of its Subsidiaries (other than Mosaic or its Subsidiaries) shall enter a definitive agreement (a “Tail Period Sale Agreement”) for a sale by Cargill and/or one or more of such Subsidiaries of an aggregate number of shares of Mosaic Common Stock equal to at least a majority of the shares of Mosaic Common Stock owned by Cargill and its Subsidiaries as of the date of termination of this Agreement in a taxable transaction (an “Alternative Sale Transaction”), and (z) Cargill subsequently consummates such Alternative Sale Transaction, then, in addition to Section 6.2(c), the following shall apply:

(i) Within ten (10) Business Days after the conclusion of the first fiscal quarter of Cargill ending after consummation of the Alternative Sale Transaction, Cargill shall deliver to the MAC Trusts a written notice (the “Cargill Post-Transaction Share Value Notice”) setting forth the value per share of Cargill Common Stock as determined by Duff & Phelps (or any successor valuation firm) as of the end of such fiscal quarter (such value per share, the “Cargill Post-Transaction Share Value”). For avoidance of doubt, the Cargill Post-Transaction Share Value shall (x) be determined by Duff & Phelps in a manner consistent in all material respects with the Prior Duff & Phelps Methodologies giving effect to the Alternative Sale Transaction and all Taxes paid or required to be paid by Cargill and its Subsidiaries with respect to such Alternative Sale Transaction (the amount of such Taxes to be calculated by an officer of Cargill (and reflected in an certificate delivered by Cargill to Duff & Phelps and the MAC Trusts, with a copy to Loeb & Loeb LLP) assuming Cargill is subject to Tax at the Assumed Combined Tax Rate, and all other fees and expenses incurred by them, in connection with the Alternative Sale Transaction, and (y) reflect a 15% illiquidity discount. “Prior Duff & Phelps Methodologies” means the practices of, and methodologies used by, Duff & Phelps in preparing valuations of the capital stock of Cargill during the three (3) years prior to the determination of the applicable value; provided that the parties agree and understand that the foregoing shall not prevent Duff & Phelps from using its professional judgment in performing its analysis and/or from making such modifications to the manner to which the methodologies referred to above are applied as are necessary or appropriate in the professional judgment of Duff & Phelps, in order to account for the facts and circumstances in existence at the time of the determination of the applicable value.

(ii) The MAC Trusts (acting jointly) shall have the right to elect to sell to Cargill a number of shares of Cargill Common Stock equal to the Applicable Post-Transaction Purchase Amount (as defined below) divided by the Cargill Post-Transaction Share Value (such shares, the “Post-Transaction Sale Shares”) by delivering to Cargill a written notice of such election (a “Post-Transaction Sale Notice”) within ten (10) Business Days after receipt of the Cargill Post-Transaction Share Value Notice (the

“Post-Transaction Sale Election Period”). The Post-Transaction Sale Notice shall set forth the number of the Post-Transaction Sale Shares to be sold by each of the MAC Trusts. Cargill may deem any Post-Transaction Sale Notice delivered by the MAC Trusts (acting jointly) to constitute the “Stockholder Notices” (as defined in Article IV, Section 10, Paragraph B of Cargill’s certificate of incorporation) of each of the MAC Trusts with respect to the transfer by such MAC Trust of the portion of the Post-Transaction Sale Shares to be sold to Cargill by such MAC Trust as set forth in the Post-Transaction Sale Notice, unless such transfer is permitted under Article IV, Section 10, Paragraph A of Cargill’s certificate of incorporation. Promptly after receiving a Post-Transaction Sale Notice in accordance with the foregoing, unless the applicable transfer is permitted under Article IV, Section 10, Paragraph A of Cargill’s certificate of incorporation, Cargill shall provide to the applicable stockholders of Cargill the written notices to such stockholders contemplated by Article IV, Section 10, Paragraph B of Cargill’s certificate of incorporation. The “Applicable Post-Transaction Purchase Amount” shall mean (x) (a) the aggregate amount of the consideration received by Cargill and its Subsidiaries for the shares of Mosaic Common Stock sold by them pursuant to the Alternative Sale Transaction, less the aggregate amount of Taxes paid or required to be paid by Cargill and its Subsidiaries with respect to such Alternative Sale Transaction (the amount of such Taxes to be calculated by an officer of Cargill (and reflected in an certificate delivered by Cargill to Duff & Phelps and the MAC Trusts, with a copy to Loeb & Loeb LLP) assuming Cargill is subject to Tax at the Assumed Combined Tax Rate), and all other fees and expenses incurred by them, in connection with the Alternative Sale Transaction, divided by (b) the number of shares of Mosaic Common Stock sold by Cargill and its Subsidiaries pursuant to the Alternative Sale Transaction, multiplied by (y) fifty million (50,000,000).

(iii) If the MAC Trusts (acting jointly) shall deliver a Post-Transaction Sale Notice to Cargill during the Post-Transaction Sale Election Period, Cargill shall purchase from each of the MAC Trusts, and each of the MAC Trusts shall sell to Cargill, the number of Post-Transaction Sale Shares to be sold by such MAC Trust as set forth in the Post-Transaction Sale Notice (less the number of such shares, if any, purchased from such MAC Trust by stockholders of Cargill pursuant to the purchase options provided for in Article IV, Section 10, Paragraph B of Cargill’s certificate of incorporation) at a cash price per share equal to the Cargill Post-Transaction Share Value. The closing of such purchases and sales shall occur on a date selected by Cargill (in a written notice delivered to the MAC Trusts at least five (5) Business Days prior to the closing date), which date shall be within thirty (30) days after the last of the applicable purchase option periods provided for in Article IV, Section 10, Paragraph B of Cargill’s certificate of incorporation shall have expired or been waived in full or, if such purchase options are not applicable, within thirty (30) days after delivery by the MAC Trusts (acting jointly) to Cargill of the Post-Transaction Sale Notice. At the closing, (A) each of the MAC Trusts shall deliver to Cargill certificates representing the shares of Cargill Common Stock being sold to Cargill by such MAC Trust, accompanied by duly executed assignment documents in form reasonably satisfactory to Cargill and a certificate in form and substance reasonably acceptable to Cargill containing representations and warranties from each of the MAC Trusts selling shares with respect to power, authority, no conflict

with governing instruments and applicable law and transfer of such shares of Cargill Common Stock, free and clear of all Securities Encumbrances, and (B) Cargill shall deliver to each of the MAC Trusts selling shares an amount equal to the Cargill Post-Transaction Share Value multiplied by the number of shares being sold to Cargill by such MAC Trust by wire transfer of immediately available funds to one or more bank accounts identified by such MAC Trust by written notice delivered to Cargill at least two (2) Business Days prior to closing.

(iv) In the event that within thirty (30) days of the consummation of an Alternative Sale Transaction, Cargill shall purchase shares of Cargill Common Stock from stockholders of Cargill at a price per share greater than the Cargill Post-Transaction Share Value (except to the extent the increase in the price per share results solely from a change in the value per share of Cargill Common Stock as determined by Duff & Phelps (or any successor valuation firm)), if the closing contemplated by clause (iii) of this Section 6.2(d) shall not have previously occurred, the price to be paid by Cargill per share for shares of Cargill Common Stock to be purchased from the MAC Trusts pursuant to the foregoing provisions of this Section 6.2(d) shall be increased to equal such greater amount, it being understood that that the closing contemplated by clause (iii) of this Section 6.2(d) shall be delayed to the extent necessary to allow for compliance with any notice and option requirements of Article IV, Section 10 of Cargill’s certificate of incorporation applicable to a transaction between Cargill and the MAC Trusts at such greater price. In the event that within thirty (30) days of the consummation of an Alternative Sale Transaction, Cargill shall purchase shares of Cargill Common Stock from stockholders of Cargill at a price per share greater than the Cargill Post-Transaction Share Value (except to the extent the increase in the price per share results solely from a change in the value per share of Cargill Common Stock as determined by Duff & Phelps (or any successor valuation firm)) and the closing contemplated by clause (iii) of this Section 6.2(d) shall have previously occurred, Cargill shall promptly pay to each of the MAC Trusts an amount equal to the difference between such greater price per share and the Cargill Post-Transaction Share Value multiplied by the number of shares of Cargill Common Stock purchased by Cargill from such MAC Trust at such closing by wire transfer of immediately available funds to one or more bank accounts identified by the MAC Trusts by written notice delivered to Cargill.

(v) In the event that within thirty (30) days of the consummation of an Alternative Sale Transaction, Cargill shall offer to purchase shares of Cargill Common Stock from stockholders of Cargill other than the MAC Trusts and such stockholders shall elect to sell to Cargill in the aggregate fewer shares of Cargill Common Stock than Cargill offered to purchase (the difference between the number of shares Cargill offered to purchase and such Cargill stockholders elected to sell to Cargill, the “Excess Number”), Cargill shall provide the MAC Trusts with the opportunity to sell to Cargill a number of shares of Cargill Common Stock equal to the Excess Number at the price per share offered to such other stockholders. Any shares sold by the MAC Trusts to Cargill pursuant to this clause (v) shall be in addition to shares of Cargill Common Stock required to be purchased from the MAC Trusts by Cargill pursuant to the prior provisions of this Section 6.2(d).

(vi) Notwithstanding the foregoing, Cargill shall not be required to purchase any shares of Cargill Common Stock from the MAC Trusts pursuant to this Section 6.2(d) if any MAC Trust shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other obligations set forth in the Transaction Documents.

(e) Each MAC Trust agrees that, in the event that the Exchange Closing shall not have occurred, the remedies provided for in Sections 6.2(c) and (d) shall be the sole and exclusive remedies of the MAC Trusts and their respective Representatives for, and in no event may any of the MAC Trusts or any of their respective Representatives seek to recover any damages or seek any other legal or equitable remedy against Cargill or any of its Affiliates or any of their respective Representatives with respect to, any loss, claim, cause of action or damages relating to, or arising out of, or resulting from, any failure of the Exchange, the Split-off or the Formation Offerings to occur or any breach, non-performance, failure or termination of or under this Agreement or any other Transaction Document.

(f) Each MAC Trust agrees and acknowledges that (a) Cargill is entering into the Merger and Distribution Agreement and the other Transaction Documents in reliance upon such MAC Trust’s execution, delivery and performance of this Agreement, (b) the failure of any MAC Trust to consummate the Exchange Closing could result in Cargill being required under the Merger and Distribution Agreement to pay the Termination Fee and reimburse Mosaic for certain fees and expenses incurred by Mosaic, and (c) in the event such MAC Trust does not consummate the Exchange Closing in accordance with the terms hereof in breach of this Agreement and such failure by such MAC Trust prevents consummation of the transactions contemplated by the Merger and Distribution Agreement, in addition to all other remedies to which Cargill is entitled to at Law or in equity, Cargill shall be entitled to recover from such MAC Trust the aggregate amount of any termination fee and reimbursement of Mosaic’s fees and expenses that Cargill paid or is obligated to pay under the Merger and Distribution Agreement in connection with the termination thereof (provided that the right to recover the aggregate amount of any termination fee and reimbursement of Mosaic’s fees and expenses set forth in this Section 6.2(f) shall not entitle Cargill to recover from all MAC Trusts pursuant to this Section 6.2(f) more than such aggregate amount).

ARTICLE VII.

MISCELLANEOUS

Section 7.1 Waivers. No failure on the part of any party to exercise, or delay in exercising, any right hereunder shall be deemed a waiver thereof, nor shall any single or partial exercise preclude any further or other exercise of such or any other right.

Section 7.2 Counterparts and Facsimile. This Agreement may be executed in one or more counterparts, each of which shall be deemed to constitute an original, but all of which together shall constitute one and the same document. Executed signature pages to this Agreement may be delivered by facsimile and such facsimiles will be deemed as sufficient as if actual signature pages had been delivered.

Section 7.3 Governing Law. This Agreement shall in all respects be governed by, and construed in accordance with, the Laws (excluding conflict of laws rules and principles) of the State of Delaware applicable to agreements made and to be performed entirely within such State, including all matters of construction, validity and performance.

Section 7.4 Consent to Jurisdiction; Waiver of Jury Trial.

(a) All actions and proceedings arising out of or relating to this Agreement shall be heard and determined in the Court of Chancery of the State of Delaware or, in the event that such court does not have subject matter jurisdiction over such action or proceeding, any federal court sitting in the State of Delaware, and the parties to this Agreement irrevocably submit to the exclusive jurisdiction of such courts (and, in the case of appeals, appropriate appellate courts therefrom) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. To the fullest extent permitted by applicable Law, each of the parties to this Agreement consents to service being made through the notice procedures set forth in Section 7.5 and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses of the parties set forth in Section 7.5 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated by this Agreement. The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

(b) EACH OF THE PARTIES TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Section 7.5 Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made (i) as of the date delivered, if delivered personally; (ii) on the date the delivering party receives confirmation, if delivered by facsimile or electronic mail; (iii) three (3) Business Days after being mailed by registered or certified mail (postage prepaid, return receipt requested); or (iv) one (1) Business Day after being sent by overnight courier (providing proof of delivery), to the parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 7.5):

If to Cargill:

Cargill, Incorporated


PO Box 9300
Minneapolis, MN
55440-9300
Attention:		Linda Cutler, Esq.

with a copy to (which copy alone shall not constitute notice):


Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, NY 10004
Attention:		Alan Kaden, Esq.
		Brian Mangino, Esq.
		Philip Richter, Esq.

If to the MAC Trusts:

Christine M. Morse and Paul G. Busch,

as co-trustees of the Acorn Trust, Anne Ray Charitable Trust, Lilac Trust and Margaret A. Cargill Foundation

6889 Rowland Road

Eden Prairie MN 55344

with a copy (which shall not constitute notice) to:


Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154-1895
Attention:		David S. Schaefer, Esq.


Loeb & Loeb LLP
10100 Santa Monica Blvd., Suite 2200
Los Angeles CA 90067
ATTN:		Leah M. Bishop, Esq.
		Stuart P. Tobisman, Esq.

If to M Holdings or Mosaic:

GNS II (U.S.) Corp.

The Mosaic Company

Atria Corporate Center, Suite E490

3033 Campus Drive

Plymouth, MN 55441

Attention: Richard L. Mack

with a copy to (which shall not constitute notice) to:


Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017-3954
Attention:		Casey Cogut, Esq.
		Eric Swedenburg, Esq.

Section 7.6 Entire Agreement; Third Party Beneficiaries; Amendment. This Agreement, together with the Annexes hereto, the Cargill Disclosure Schedule, the MAC Trusts Disclosure Schedules, the other Transaction Documents and the documents described herein and therein or attached or delivered pursuant hereto or thereto set forth the entire agreement between the parties hereto with respect to the transactions contemplated by this Agreement and the other Transaction Documents. This Agreement is not intended to and shall not confer upon any Person, other than the parties hereto any rights or remedies hereunder; provided, that Mosaic and M Holdings shall be express third party beneficiaries of, and may rely upon, the representations of the MAC Trusts set forth in Sections 3.2(g) and 3.2(h) of this Agreement and enforce the covenants set forth in Section 4.2 and the proviso in the next sentence. Any provision of this Agreement may be amended or modified in whole or in part at any time by an agreement in writing between the parties hereto executed in the same manner as this Agreement; provided, that any amendment, modification or waiver to the representations of the MAC Trusts set forth in Sections 3.2(g) or 3.2(h) of this Agreement or the covenants set forth in Section 4.2 (or any amendment, modification or waiver of this Agreement that has the effect of modifying or altering the representations and covenants set forth in such sections) or this Section 7.6 shall also require the written consent of Mosaic and M Holdings. No failure on the part of any party to exercise, and no delay in exercising, any right shall operate as a waiver thereof nor shall any single or partial exercise by any party of any right preclude any other or future exercise thereof or the exercise of any other right.

Section 7.7 Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, Cargill’s successors and permitted assigns and the MAC Trusts’ successors and permitted assigns, and no other person. No party may assign its rights or obligations under this Agreement without the prior written approval of all other parties to this Agreement.

Section 7.8 Headings. The headings of Articles and Sections contained in this Agreement are for reference purposes only and are not part of this Agreement.

Section 7.9 Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby; provided, however, that the consummation of the Exchange Closing is not severable from the Split-off, the Initial Debt Exchange and the First Formation Offering and the consummation of the Split-off is not severable from the Exchange Closing, the Initial Debt Exchange and the First Formation Offering. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 7.10 Arm’s Length Transactions. This Agreement and the other Transaction Documents have been negotiated and entered into by the parties on an arms-length basis, and Cargill and the MAC Trusts expressly acknowledge and agree that Cargill and the MAC Trusts did not act, or have not acted in any capacity as, an advisor to any of the other parties to this Agreement in connection with this Agreement or the other Transaction Documents or the transactions contemplated hereby and thereby.

Section 7.11 No Presumption. Cargill and the MAC Trusts each acknowledge that the parties have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

Section 7.12 Specific Performance; Legal Expenses.

(a) The MAC Trusts agree that Cargill would suffer irreparable damage if any covenant or obligation of any of the MAC Trusts under this Agreement were not performed in accordance with the terms hereof. Accordingly, each of the MAC Trusts agrees that Cargill shall be entitled to specific performance and injunctive and other equitable relief to prevent a breach or non-performance by such MAC Trust of its obligations under this Agreement, and the MAC Trusts shall not object to the granting of specific performance of the terms and provisions of this Agreement or other equitable relief on the basis that there exists an adequate remedy at law, and each of the MAC Trusts further agrees to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedy to which Cargill is entitled at Law or in equity. To the fullest extent permitted by law, if, notwithstanding the preceding sentence, a court shall require that Cargill prove that it is entitled to specific performance, injunctive or other equitable relief to prevent a breach or non-performance of this Agreement by any MAC Trust, Cargill’s entitlement to such specific performance, injunctive or other equitable relief shall be governed by the preponderance of the evidence standard (and not the clear and convincing evidence or any other higher standard) for the burden of persuasion with respect to Cargill’s entitlement to such relief.

(b) Cargill agrees the MAC Trusts would suffer irreparable damage if any covenant or obligation of Cargill to the MAC Trusts under Section 7.5 of the Merger and Distribution Agreement were not performed in accordance with the terms thereof. Accordingly, Cargill agrees that the MAC Trusts shall be entitled to specific performance and injunctive and other equitable relief to prevent a breach or non-performance by Cargill of its obligations to the MAC Trusts under Section 7.5 of the Merger and Distribution Agreement, and Cargill shall not object to the granting of specific performance or other equitable relief to enforce the terms and provisions of Section 7.5 of the Merger and Distribution Agreement against Cargill on the basis that there exists an adequate remedy at law, and the MAC Trusts further agree to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief. If, notwithstanding the preceding sentence, a court shall require that any of the MAC Trusts prove that it is entitled to specific performance, injunctive or other equitable relief to prevent a breach or non-performance by Cargill of Section 7.5 of the Merger and Distribution Agreement, the MAC Trusts’ entitlement to such specific performance, injunctive or other equitable relief shall be governed by the preponderance of the evidence

standard (and not the clear and convincing evidence or any other higher standard) for the burden of persuasion with respect to the MAC Trusts’ entitlement to such relief. Except as set forth in this Section 7.12(b), the MAC Trusts shall not be entitled to specific performance, injunctive or other equitable relief to prevent breaches of this Agreement or the Merger and Distribution Agreement by Cargill or to enforce specifically the terms and provisions of this Agreement or the Merger and Distribution Agreement.

(c) Each party agrees and acknowledges that, to the fullest extent permitted by law, the prevailing party in any action or proceeding to enforce this Agreement shall be entitled to recover from the non-prevailing party or parties all court costs, counsel fees, and other costs or expenses incurred by the prevailing party in connection with such action, including in enforcing this Section 7.12 and proving the amounts to which the prevailing party is entitled pursuant hereto.

* * *

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed and delivered in its name and on its behalf, all as of the day and year first above written.


CARGILL, INCORPORATED

By:	/s/ David W. MacLennan
	Name:	David W. MacLennan
	Title:	Senior Vice President
		Chief Financial Officer

CHRISTINE M. MORSE, in her capacity as Co-Trustee of the Acorn Trust dated January 30, 1995, as amended; as Co-Trustee of the Lilac Trust dated August 20, 1996, as amended; as Co-Trustee of the Anne Ray Charitable Trust dated August 20, 1996, as amended; as Co-Trustee of the Margaret A. Cargill Foundation established under the Acorn Trust dated January 30, 1995, as amended; and on behalf of John Bryson Chane, as Co-Trustee of the Anne Ray Charitable Trust dated August 20, 1996, as amended

/s/ Christine M. Morse

PAUL G. BUSCH, in his capacity as Co-Trustee of the Acorn Trust dated January 30, 1995, as amended; as Co-Trustee of the Lilac Trust dated August 20, 1996, as amended; as Co-Trustee of the Anne Ray Charitable Trust dated August 20, 1996, as amended; as Co-Trustee of the Margaret A. Cargill Foundation established under the Acorn Trust dated January 30, 1995, as amended; and on behalf of John Bryson Chane, as Co-Trustee of the Anne Ray Charitable Trust dated August 20, 1996, as amended

/s/ Paul G. Busch

EX-99.6 4 dex996.htm TENDER AND SUPPORT AGREEMENT Tender and Support Agreement

TENDER AND SUPPORT AGREEMENT

dated as of January 18, 2011

by and between

CARGILL, INCORPORATED

AND

[—]

TABLE OF CONTENTS


		Page

ARTICLE I DEFINITIONS			2

Section 1.1	Definitions		2
Section 1.2	General Interpretive Principles		9

ARTICLE II AGREEMENT			9

Section 2.1	Agreement to Tender		9
Section 2.2	Stockholder Information		11
Section 2.3	Conditions to the Trust’s Obligations		11

ARTICLE III REPRESENTATIONS AND WARRANTIES			12

Section 3.1	Representations to Cargill, Mosaic and M Holdings		12
Section 3.2	Representations to Cargill		14
Section 3.3	Representations of Cargill		16

ARTICLE IV COVENANTS			16

Section 4.1	Adjusted Duff & Phelps Value		16
Section 4.2	Share Restrictions		16
Section 4.3	Tax Lock-Up		17
Section 4.4	Bring Down Tax Representations		18
Section 4.5	Reporting		19
Section 4.6	Recordkeeping		19
Section 4.7	Tax Indemnity		19
Section 4.8	Other Actions		20

ARTICLE V TERMINATION			21

Section 5.1	Termination		21
Section 5.2	Effects of Termination		21

ARTICLE VI MISCELLANEOUS			22

Section 6.1	Waivers		22
Section 6.2	Counterparts and Facsimile		22
Section 6.3	Governing Law		22
Section 6.4	Consent to Jurisdiction; Waiver of Jury Trial		22
Section 6.5	Notices		23
Section 6.6	Entire Agreement; Third Party Beneficiaries; Amendment		24
Section 6.7	Successors and Assigns		24
Section 6.8	Headings		24



Annex List:
Annex A:		Stockholder Ownership; Subject Shares
Annex B:		Beneficiary Letter
Annex C:		Form of Letter of Transmittal

TENDER AND SUPPORT AGREEMENT

TENDER AND SUPPORT AGREEMENT, dated as of January 18, 2011 (this “Agreement”), by and between Cargill, Incorporated (“Cargill”) and [Stockholder], established under the laws of [—] on [—] (by [Name], its trustees, solely in their capacity as trustees of such trust, and their successor trustees, are referred to herein, together, as the “Trustees” and such trust is referred to herein as the “Trust”).

RECITALS

WHEREAS, as of the date hereof, Cargill and its Subsidiaries (as defined below) own in the aggregate 285,759,772 shares of the outstanding shares of Mosaic Common Stock (as defined below);

WHEREAS, as of the date hereof, the Trust owns the number of shares of Cargill Common Stock (as defined below) set forth under the column “Owned Shares” on Annex A attached hereto;

WHEREAS, concurrently and in connection herewith, Mosaic (as defined below), GNS II (U.S.) Corp., a direct, wholly-owned subsidiary of Mosaic that will change its name to “The Mosaic Company” promptly following the Merger Effective Time (as defined below) (“M Holdings”), GNS Merger Sub LLC, a limited liability company and a direct, wholly-owned subsidiary of M Holdings (“Merger Sub”) and Cargill are entering into a Merger and Distribution Agreement (as it may be amended from time to time, the “Merger and Distribution Agreement”), pursuant to which on the Closing Date (as defined below):

(b) after the effective time of the M Holdings Charter Amendment, Merger Sub will merge with and into Mosaic (the “Merger”) (with Mosaic being the surviving corporation in such Merger) pursuant to which (i) Mosaic will become a wholly-owned subsidiary of M Holdings; (ii) a portion of the outstanding shares of Mosaic Common Stock held by Cargill will be converted, on a one-for-one basis, into the right to receive shares of the different series of M Holdings Class A Common Stock and M Holdings Class B Common Stock; and (iii) each of the other outstanding shares of Mosaic Common Stock (including a portion of the shares of Mosaic Common Stock held by Cargill) will be converted, on a one-for-one basis, into the right to receive shares of M Holdings Common Stock; and

WHEREAS, Cargill intends to effect the Split-off, in part, by means of an exchange offer by Cargill to certain stockholders of Cargill (the “Offer”), and upon the terms and subject to the conditions set forth in this Agreement and the Offer Documents (as defined below), the Trust has agreed to tender into the Offer not less than the number of shares of Cargill Common Stock set forth under the column “Subject Shares” on Annex A (the number of such shares, the “Subject Shares”) into the Offer; and

NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements set forth herein, the parties agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

“Adjusted Duff & Phelps Value” means the product of (i) 0.85, multiplied by (ii) the Duff & Phelps Value.

“Aggregate Exchange Value” means the product of (i) the number of Subject Shares accepted for exchange by Cargill in the Offer multiplied by (ii) the Adjusted Duff & Phelps Value.

“Aggregate Subject Shares” means the aggregate of all Subject Shares tendered to Cargill pursuant to this and any other tender and support or similar agreement dated on or before the date hereof by and between Cargill and one or more of its stockholders, other than the MAC Trusts.

“Agreement” has the meaning set forth in the Preamble.

“Assumed Combined Tax Rate” shall mean the sum of (i) the Assumed Federal Tax Rate and (ii) the product of (a) one (1) minus the Assumed Federal Tax Rate and (b) the Assumed State Tax Rate.

“Assumed Federal Tax Rate” shall mean the highest marginal U.S. federal income tax rate to which U.S. corporations are subject.

“Assumed State Tax Rate” shall mean ten percent (10%).

“Base C Value” means the aggregate fair market value (reflecting the midpoint of a range of fair market values) of all shares of all classes of Cargill’s capital stock, other than preferred stock, as of the Valuation Date, without regard for the shares of Mosaic Common Stock held by Cargill and its Subsidiaries or the value thereof, without any discount for the lack of marketability of Cargill’s capital stock or any premiums for control and without giving effect to the transactions contemplated by the Transaction Documents, as reflected in the Duff & Phelps Report. For avoidance of doubt, in determining the Base C Value, the obligation related to the value of the outstanding executive stock options as of the Valuation Date shall be determined based on an aggregate fair market value of all shares of all classes of Cargill’s capital stock, other than preferred stock, that reflects an aggregate value for the shares of Mosaic Common Stock held by Cargill and its Subsidiaries determined based on the Mosaic Market Price.

“Beneficiary” has the meaning set forth in Section 3.2(a)(iii).

“Cargill Common Stock” means the common stock, par value $0.01 per share, of Cargill.

“Cargill Retained M Holdings Shares” has the meaning set forth in the Merger and Distribution Agreement.

“Closing Date” means the date of closing of the Merger.

“Code” means the Internal Revenue Code of 1986, as amended.

“Duff & Phelps” means Duff & Phelps, LLC.

“Duff & Phelps Report” means a report prepared by Duff & Phelps (which may be the then most recent quarterly report prepared by Duff & Phelps with respect to the valuation of Cargill Common Stock) setting forth the view of Duff & Phelps of the Base C Value (as of a Valuation Date). Such report shall (x) be prepared by Duff & Phelps in a manner consistent in all material respects with past practices of, and using methodologies consistent in all material respects with the methodologies used by, Duff & Phelps in preparing valuations of the capital stock of Cargill during the three (3) years prior to the date of this Agreement, except as otherwise provided in the definitions of Base C Value, Duff & Phelps Value and Adjusted Duff & Phelps Value and provided that the parties agree and understand that the foregoing shall not prevent Duff & Phelps from using its professional judgment in performing its analyses and/or from making such modifications to the manner in which the methodologies referred to above are applied as are necessary or appropriate in the professional judgment of Duff & Phelps in order to account for the facts and circumstances (other than the pendency of the transactions contemplated by the Transaction Documents) in existence as of a Valuation Date, and (y) set forth the manner in which the Duff & Phelps Report was prepared and the methodologies used in the preparation of the Duff & Phelps Report.

“Exchange” means the exchange of Subject Shares pursuant to the Offer for Exchange Shares as contemplated by Section 2.1.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Shares” means that number of M Holdings Securities determined by dividing (i) the Aggregate Exchange Value, by (ii) the Mosaic Market Price, which M Holdings Securities are expected to consist solely of M Holdings Class B Common Stock (consisting of an equal number of shares of M Holdings Series B-1 Common Stock, M Holdings Series B-2 Common Stock and M Holdings Series B-3 Common Stock, with any fractional shares to be paid in cash pursuant to Section 2.1(f)).

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“IRS” means the Internal Revenue Service.

“Law” means all laws, Orders, statutes, codes, regulations, ordinances, decrees, rules, or other requirements with similar effect of any Governmental Entity.

“Letter of Transmittal” has the meaning set forth in Section 2.1(a).

“M Holdings” has the meaning set forth in the Recitals.

“M Holdings Charter Amendment” has the meaning set forth in the Recitals.

“M Holdings Class A Common Stock” means collectively, the M Holdings Series A-1 Common Stock, the M Holdings Series A-2 Common Stock, the M Holdings Series A-3 Common Stock and the M Holdings Series A-4 Common Stock.

“M Holdings Class B Common Stock” means collectively, the M Holdings Series B-1 Common Stock, the M Holdings Series B-2 Common Stock and the M Holdings Series B-3 Common Stock.

“M Holdings Common Stock” means the common stock, par value $0.01 per share, of M Holdings, having the relative powers, preferences, rights, qualifications, limitations and restrictions attaching to such class of common stock as specified in the certificate of incorporation of M Holdings, as it may be amended from time to time.

“M Holdings Securities” means the M Holdings Common Stock, the M Holdings Class A Common Stock and the M Holdings Class B Common Stock.

“M Holdings Series A-1 Common Stock” means the Class A Common Stock, Series A-1, par value $0.01 per share, of M Holdings, having the relative powers, preferences, rights, qualifications, limitations and restrictions attaching to such series of common stock as specified in the certificate of incorporation of M Holdings, as it may be amended from time to time.

“M Holdings Series A-2 Common Stock” means the Class A Common Stock, Series A-2, par value $0.01 per share, of M Holdings, having the relative powers, preferences, rights, qualifications, limitations and restrictions attaching to such series of common stock as specified in the certificate of incorporation of M Holdings, as it may be amended from time to time.

“M Holdings Series A-3 Common Stock” means the Class A Common Stock, Series A-3, par value $0.01 per share, of M Holdings, having the relative powers, preferences, rights, qualifications, limitations and restrictions attaching to such series of common stock as specified in the certificate of incorporation of M Holdings, as it may be amended from time to time.

“M Holdings Series A-4 Common Stock” means the Class A Common Stock, Series A-4, par value $0.01 per share, of M Holdings, having the relative powers, preferences, rights, qualifications, limitations and restrictions attaching to such series of common stock as specified in the certificate of incorporation of M Holdings, as it may be amended from time to time.

“M Holdings Series B-1 Common Stock” means the Class B Common Stock, Series B-1, par value $0.01 per share, of M Holdings, having the relative powers, preferences, rights, qualifications, limitations and restrictions attaching to such series of common stock as specified in the certificate of incorporation of M Holdings, as it may be amended from time to time.

“M Holdings Series B-2 Common Stock” means the Class B Common Stock, Series B-2, par value $0.01 per share, of M Holdings, having the relative powers, preferences, rights, qualifications, limitations and restrictions attaching to such series of common stock as specified in the certificate of incorporation of M Holdings, as it may be amended from time to time.

“M Holdings Series B-3 Common Stock” means the Class B Common Stock, Series B-3, par value $0.01 per share, of M Holdings, having the relative powers, preferences, rights, qualifications, limitations and restrictions attaching to such series of common stock as specified in the certificate of incorporation of M Holdings, as it may be amended from time to time.

“MAC Trusts” means the Margaret A. Cargill Foundation, the Anne Ray Charitable Trust, the Acorn Trust and the Lilac Trust.

“MAC Trusts Exchange Agreement” means that certain exchange agreement, dated as of January 18, 2011, by and between Cargill and the MAC Trusts.

“Merger” has the meaning set forth in the Recitals.

“Merger and Distribution Agreement” has the meaning set forth in the Recitals.

“Merger Effective Time” shall have the meaning set forth in the Merger and Distribution Agreement.

“Merger Sub” has the meaning set forth in the Recitals.

“Mosaic” means The Mosaic Company.

“Mosaic Common Stock” means the common stock, par value $0.01 per share, of Mosaic.

“Mosaic Market Price” means the average (rounded to the nearest cent) of the volume weighted average trading prices (rounded to the nearest cent) of the shares of Mosaic Common Stock (rounded to the nearest cent) as calculated and reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)) for each of the ten (10) Trading Days immediately preceding the date that is three (3) Business Days prior to the Valuation Date.

“Mosaic Recent Filings” has the meaning set forth in the Merger and Distribution Agreement.

“Offer” has the meaning set forth in the Recitals.

“Offer Documents” means any offer documents, including form of transmittal letter, pursuant to which Cargill makes the Offer (together with any supplements and amendments thereto).

“Order” means all judgments, orders, writs, injunctions, decisions, rulings, decrees and awards of any Governmental Entity.

“Owned Shares” has the meaning set forth in the Recitals.

“party” or “parties” means individually, or together, Cargill and the Trust.

“Permitted Transferee Amendment” has the meaning set forth in Section 4.8(b).

“Qualifying Investment Fund” means any investment fund, managed account or investment vehicle (i) over which the Trust does not have any authority to control the acquisition, disposition or voting of any securities by such fund, (ii) that did not acquire any

shares of Mosaic Common Stock or M Holdings Securities from the Trust and (iii) that does not have an investment strategy or practice, as disclosed in its offering documents or public filings, that is targeted or directed primarily to trading in shares of Mosaic Common Stock or M Holdings Securities.

“Registration Agreement” means that certain Registration Agreement dated January 18, 2011, by and among Mosaic, M Holdings, the MAC Trusts and Cargill, as amended from time to time.

“Remaining Available Shares” has the meaning set forth in Section 2.1(c).

“Representatives” means, with respect to any Person, such Person’s officers, directors, trustees, employees, advisors (including legal and financial advisors), agents and other representatives.

“Securities Act” means the Securities Act of 1933, as amended.

“Subject Shares” has the meaning set forth in the Recitals.

“Subsidiary” means, with respect to any Person, any other Person of which 50% or more of the shares of the voting securities or other voting interests are owned or controlled, or the ability to select or elect 50% or more of the directors or similar managers is held, directly or indirectly, by such first Person and/or one or more of its Subsidiaries. For purposes of this Agreement, none of Mosaic, M Holdings or any of their respective Subsidiaries shall be deemed to be Subsidiaries of Cargill or any of its Subsidiaries (other than Mosaic, M Holdings and their respective Subsidiaries).

“Tax” has the meaning set forth in the Merger and Distribution Agreement.

“Tax Agreement” means the Tax Agreement, dated as of the date hereof, by and among Cargill, Mosaic and M Holdings, as such agreement may be amended from time to time.

“Tax Controversy” has the meaning set forth in Section 4.7(b)(i).

local income taxes paid with respect to such income or gain or (b) Out-of-Pocket Fees. The Tax benefits described in clause (a) of the foregoing sentence shall be calculated at the Assumed Federal Tax Rate and the Tax benefits described in clause (b) of the foregoing sentence shall be calculated at the Assumed Combined Tax Rate.

“Trading Day” means a day on which the Mosaic Common Stock (x) has traded at least one share on the NYSE; and (y) is not suspended from trading on the NYSE.

“Transaction Documents” has the meaning set forth in the Merger and Distribution Agreement.

“Transactions” has the meaning set forth in the Merger and Distribution Agreement.

“Transfer” means (with its cognates having corresponding meanings), with respect to Mosaic, M Holdings or Cargill securities (“applicable securities”), (i) any direct or indirect sale, exchange, issuance, transfer, redemption, grant, pledge, hypothecation or other disposition, whether voluntary or involuntary, by operation of law or otherwise, and whether or not for value, of any of the applicable securities, or any securities, options, warrants or rights convertible into or exercisable or exchangeable for, or for the purchase or other acquisition of, any applicable securities or any contract or other binding arrangement or understanding (in each case, whether written or oral) to take any of the foregoing actions, (ii) entering into any swap or other agreement, arrangement or understanding, whether or not in writing, that, directly or indirectly, transfers, conveys or otherwise disposes of, in whole or in part, any of the economic or other risks or consequences of ownership of any applicable securities, including short sales of applicable securities, offsetting notional principal contracts with respect to applicable securities, forward contracts to sell with respect to applicable securities, option transactions with respect to applicable securities, use of equity or other derivative financial instruments relating to applicable securities, other hedging arrangements with respect to applicable securities and any other transaction with respect to applicable securities having a substantially similar effect, or (iii) granting any proxies or powers of attorney with respect to the applicable securities, depositing any of the applicable securities into a voting trust or entering into a voting agreement with respect to the applicable securities, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of the applicable securities, other securities, cash or otherwise; provided, however, that (a) the grant of a proxy in connection with a solicitation of proxies subject to the provisions of Section 14 of the Exchange Act shall not constitute a “Transfer,” (b) a Transfer (defined without regard for this clause (b)) of shares of Mosaic Common Stock or M Holdings Common Stock by one or more Qualifying Investment Funds in which the Trust is an investor shall not be considered a “Transfer” by such Trust and (c) the conversion of any shares of M Holdings Class B Common Stock into shares of M Holdings Class A Common Stock or M Holdings Class A Common Stock and the conversion of any shares of M Holdings Class A Common Stock into shares of M Holdings Common Stock in accordance with the certificate of incorporation of M Holdings shall not constitute a “Transfer”.

“Trust” has the meaning set forth in the Preamble.

“Trust-Related Disclosure” has the meaning set forth in Section 2.2.

“Trustees” means any one or more of the trustees of the Trust acting in his/her/its capacity as a trustee of the Trust.

“Valuation Date” means the date as of which the Base C Value is determined as reflected in the Duff & Phelps Report, which shall be no earlier than twenty-five (25) Business Days, and no later than ten (10) Business Days, prior to the Closing Date.

ARTICLE II

AGREEMENT

Section 2.1 Agreement to Tender.

(a) Subject to the terms and conditions of this Agreement, as soon as reasonably practicable following the commencement of the Offer, the Trust shall tender, or cause to be tendered, all of the Subject Shares into the Offer by delivering, or causing to be delivered, to Cargill (A) a letter of transmittal with respect to such Subject Shares substantially in the form attached as Annex C hereto (the “Letter of Transmittal”), (B) a certificate or certificates representing such Subject Shares, or, in the case of Subject Shares held in book-entry form, such other evidence of transfer as Cargill may reasonably request, endorsed or accompanied by an appropriate stock power, and (C) all other documents or instruments reasonably required to be delivered pursuant to the terms of the Offer.

(b) Except if this Agreement is terminated pursuant to Section 5.1 hereof, the Trust agrees that once the Subject Shares are tendered into the Offer, without the consent of Cargill,

which Cargill may grant or withhold in its sole discretion, the Trust shall not, and shall not be permitted to, withdraw or cause to be withdrawn any of the Subject Shares from the Offer unless and until the Offer is terminated in accordance with its terms.

(c) The Trust acknowledges and agrees that Cargill’s obligation to accept the Subject Shares tendered into the Offer shall be subject to the terms and conditions of the Offer, including the cutback provisions of the Offer. The Trust acknowledges and agrees that, as a result of the cutback provisions, certain of the Subject Shares tendered into the Offer may not be accepted by Cargill upon consummation of the Offer; provided, however, that in the event the Offer is consummated, and provided the Trust has validly tendered all of the Subject Shares into the Offer, Cargill acknowledges and agrees that the number of Subject Shares that will be accepted by Cargill pursuant to the Offer shall be equal to the number of shares of Cargill Common Stock set forth under the column “Subject Shares” on Annex A unless the aggregate number of shares of Cargill Common Stock to be acquired by Cargill in the Offer, after giving effect to the number of shares of Cargill Common Stock to be acquired by Cargill from the MAC Trusts pursuant to the MAC Trusts Exchange Agreement (such remaining number of shares, the “Remaining Available Shares”) is less than the Aggregate Subject Shares, in which case the number of Subject Shares that will be acquired by Cargill pursuant to the Offer shall be no less than that number of shares of Cargill Common Stock equal to the Remaining Available Shares multiplied by a fraction, the numerator of which is the Subject Shares and the denominator of which is the Aggregate Subject Shares (any fractional shares to be paid in cash pursuant to Section 2.1(f)).

(d) The Trust acknowledges and agrees that Cargill has informed the Trustees that (i) the MAC Trusts are obligated to tender all of their shares of Cargill Common Stock into the Offer and that the acceptance by Cargill of those shares will not be subject to any cutback, (ii) all of each series of the shares of M Holdings Class A Common Stock are expected be allocated solely to the MAC Trusts in exchange for a portion of their shares of Cargill Common Stock and (iii) the Trust is expected to receive Exchange Shares comprised solely of M Holdings Class B Common Stock for the Subject Shares accepted by Cargill pursuant to the Offer; provided, however, as determined by Cargill in its sole discretion, the Exchange Shares to be received by the Trust may include shares of M Holdings Class A Common Stock (which shares, if any, shall include an equal number of M Holdings Series A-1 Common Stock, M Holdings Series A-2 Common Stock and M Holdings Series A-3 Common Stock, with any fractional shares to be paid in cash pursuant to Section 2.1(f)), provided that the distribution of shares of the classes of M Holdings Class A Common Stock and the shares of the classes of M Holdings Class B Common Stock shall be distributed on a pro rata basis to all parties tendering shares of Cargill Common Stock into the Offer that are accepted by Cargill pursuant to the Offer, other than the MAC Trusts.

(e) Upon consummation of the Offer, Cargill shall accept for exchange the Subject Shares validly tendered into, and not withdrawn from, the Offer, subject to the application of the cutback provisions in accordance with Section 2.1(c). The Trust shall be entitled to receive (free and clear of all Securities Encumbrances, other than the Securities Encumbrances pursuant to this Agreement (including the restrictive legend set forth in Section 4.3(d)), the Letter of Transmittal) and the Exchange Shares for the Subject Shares accepted by Cargill pursuant to the Offer.

(f) No fractional shares of M Holdings Securities shall be transferred to or for the benefit of the Trust pursuant to the Offer or this Agreement. In lieu of any such fractional share, upon consummation of the Split-off, Cargill shall pay to the Trust an amount in cash (rounded to the nearest cent) determined by multiplying (i) the Mosaic Market Price by (ii) the fraction of a share the Trust would otherwise be entitled to receive pursuant to the Offer and this Section 2.1.

(g) The Trust understands and acknowledges that Cargill, Mosaic and M Holdings are entering into the Transaction Documents in reliance upon the Trust’s execution and delivery of, and performance under, this Agreement.

(h) Cargill acknowledges that the Trust is entering into this Agreement in reliance on the form of Transaction Documents provided by Cargill to the Trusts; provided that no amendment of the Transaction Documents after the date hereof shall relieve the Trust from its obligations hereunder, unless such amendment could reasonably be expected to have an adverse effect on the Trust as the holder of Cargill Common Stock or M Holdings Common Stock following the consummation of the Transactions compared to other holders of Cargill Common Stock or M Holdings Common Stock.

Section 2.2 Stockholder Information. Subject to the terms and conditions of this Agreement, the Trusts hereby agree to permit Cargill to publish and disclose in the Offer Documents and otherwise to the extent required by Law or in connection with any documents required to be filed with the Securities and Exchange Commission, the identity of the Trustees, in their capacity as trustees for the Trusts, and the Trusts and ownership of the Subject Shares by the Trusts and a copy and the terms of this Agreement (collectively, the “Trust-Related Disclosure”); provided, however, that Cargill shall use its reasonable best efforts to allow the Trustees, in their capacity as trustees for the Trusts, reasonable time to comment on any Trust-Related Disclosure in advance of such publication and shall consider and address in good faith the views and comments made by the Trustees, in their capacity as trustees for the Trusts, regarding any such disclosure and shall not publish any other information about the Trustees, in their capacity as trustees for the Trusts, or the Trusts without the prior written consent of the Trustees, in their capacity as trustees for the Trusts (such consent not to be unreasonably withheld).

Section 2.3 Conditions to the Trust’s Obligations. The obligations of the Trust hereunder are expressly subject to:

(a) Merger and Distribution Agreement. The Merger and Distribution Agreement being in form and substance as attached hereto as Exhibit C, except for such amendments or modifications as could not reasonably be expected to have an adverse effect on the Trust as a holder of Cargill Common Stock or M Holdings Common Stock following the consummation of the Transactions compared to other holders of Cargill Common Stock or M Holdings Common Stock;

(b) No injunction; Private Letter Ruling; Bring Down Tax Opinion. The conditions set forth in Section 9.1(b), Section 9.3(e) and Section 9.3(f) of the Merger and Distribution Agreement shall have been satisfied; and

(c) M Holdings Charter Amendment & Merger. The M Holdings Charter Amendment and the Merger shall have been completed in accordance with the terms set forth in the Merger and Distribution Agreement.

(d) Registration Agreement. Assuming and conditioned upon the Trust having executed a joinder to the Registration Agreement, the Trust shall be admitted as a party to, and shall have all of the rights, benefits and obligations of a holder of Exchanging Cargill Stockholder Registrable Securities (as defined in the Registration Agreement) under the Registration Agreement so long as the Trust holds such Securities and the Registration Agreement shall be in full force and effect.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 3.1 Representations to Cargill, Mosaic and M Holdings. The Trust makes the following representations and warranties to Cargill, Mosaic and M Holdings, as of the date hereof and as of the Closing Date (or as of such specific date in the case of any representation or warranty expressly made as of a specific date):

(a) Organization and Power. The Trust is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and the Trustees, in their capacity as trustees for the Trust, have all requisite power and authority to execute and deliver this Agreement on behalf of the Trust and to cause the performance of the Trust’s obligations hereunder.

(b) Authorization and Enforceability. The execution and delivery by the Trust of this Agreement and the performance by the Trust of its obligations hereunder has been duly authorized by all necessary action on the part of the Trustees in their capacity as trustees for the Trust and no other organizational proceedings on the part of the Trust are necessary to authorize the execution, delivery and performance by the Trust of this Agreement. This Agreement has been duly and validly executed and delivered by the Trust. Assuming the due authorization and execution of this Agreement by Cargill, this Agreement is a valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The Trustees executing this Agreement are and since [—], have been the sole trustees of the Trust. No action may be taken on behalf of the Trust unless such action is taken jointly and with the approval of all of the Trustees, in their capacity as trustees for the Trust.

(c) No Conflicts. The execution and delivery by the Trust of this Agreement and performance by the Trust of its obligations under this Agreement do not conflict with, violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, or require any consent under (i) any provision of the organizational or governing instruments of the Trust; or (ii) any mortgage, note, indenture, deed of trust, lease, loan agreement,

commitment, arrangement, written or oral contract or other agreement or instrument or any permit, concession, grant, franchise, license or Law applicable to the Trust or any of its Subsidiaries or any properties or assets of the Trust or any of its Subsidiaries, assuming that all consents, approvals, orders, authorizations, registrations and declarations contemplated by Section 3.1(e) have been obtained and all filings described therein have been made, other than any such conflict, violation, breach, default, termination and acceleration under this clause (ii) that, individually or in the aggregate, would not prevent the Trust from performing its obligations under this Agreement.

(d) Securities Ownership. The Trust is the registered holder of the Owned Shares and the Subject Shares. The Subject Shares are held by the Trust free and clear of any and all Securities Encumbrances, other than those that do not and will not prevent the Trust from assigning and transferring the Subject Shares to Cargill pursuant to the Offer, free and clear of all Securities Encumbrances. The Trust has all requisite power and authority and legal capacity to assign and transfer to Cargill all right, title and interest in and to the Subject Shares free and clear of any and all Securities Encumbrances.

(e) Consents and Approvals. No consent, approval, order, non-objection or authorization of, or registration, declaration or filing with any Governmental Entity is required on the part of the Trust or any of its Subsidiaries in connection with the execution, delivery and performance by the Trust of this Agreement other than (i) compliance with any applicable requirements of the Securities Act, the Exchange Act, and any other applicable foreign or state securities laws; (ii) a filing under the HSR Act; and (iii) any consent, approval, actions or filings the absence of which would not prevent the Trust from performing its obligations under this Agreement.

(f) Restricted Securities. The Trust is acquiring the Exchange Shares for the Trust’s own account and not with a view to, or for offer or sale in connection with, any distribution, whether in violation of the Securities Act or otherwise, other than pursuant to and in accordance with the Transaction Documents. The Trust understands that the Exchange Shares are not listed on any national securities exchange and that such shares cannot be converted into shares of M Holdings Common Stock other than in accordance with the certificate of incorporation of M Holdings. The Trust understands that the Exchange Shares constitute restricted securities (as defined in Rule 144(a) under the Securities Act) and may not be sold, transferred or otherwise disposed of unless such sale, transfer or other disposition is registered under the Securities Act and applicable state securities laws or is exempt from registration thereunder. The Trust has not, directly or indirectly, offered any of the Exchange Shares to anyone or solicited any offer to buy any of such shares and the Trust will not sell, transfer or otherwise dispose of or offer for sale any of such shares unless such sale, transfer or other disposition or offer is registered under the Securities Act and applicable state securities laws or is exempt from registration thereunder. The Trust has no agreements or understandings, directly or indirectly, with anyone to distribute any of such shares. The Trust is an accredited investor (as defined in Rule 501(a) under the Securities Act) and the Trust (either alone or together with its advisors) has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the transactions contemplated by Agreement and the Offer and an investment in the M Holding Securities, and the Trust is capable of bearing any risk and complete loss of the Trust’s investment in the M Holdings Securities. The Trustees, in their capacity as trustees for the Trust,

have had the opportunity to ask questions and receive answers concerning the terms and conditions of the transactions contemplated by the Transaction Documents and have had full access to such other information concerning the M Holdings Securities, Mosaic, M Holdings and their Subsidiaries and Cargill as it has requested. The Trust has received all information that it believes is necessary or appropriate in connection with the Trust’s acquisition of the Exchange Shares.

(g) Reliance. The Trust is an informed and sophisticated party, and has had the opportunity to engage advisors with respect to the evaluation of transactions of the type contemplated by this Agreement and the Offer. The Trust acknowledges that the Trust has not relied upon any investigation that may have been made by Cargill with respect to the M Holdings Securities or any express or implied representations or warranties of any nature made by or on behalf of or imputed to Cargill, Mosaic or M Holdings, whether or not any such representations, warranties or statements were made in writing or orally, except as expressly set forth for the benefit of the Trust in this Agreement, it being understood that the foregoing shall not be interpreted as limiting the right of the Trust to exercise any right the Trust may have against Mosaic or Mosaic Holdings under the Exchange Act by reason of any material misstatement or omission set forth in the Mosaic Recent Filings. Without limiting the generality of the foregoing, the Trust acknowledges that none of Cargill, Mosaic or M Holdings has made, makes, or will make any representation or warranty, express or implied, with respect to (i) any projections, estimates or budgets delivered to or made available to the Trust of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Cargill, Mosaic or M Holdings and of any of their respective Subsidiaries or the future business and operations of Cargill, Mosaic or M Holdings and their respective Subsidiaries; or (ii) any other information or documents made available to the Trust or its counsel, accountants or advisors with respect to Cargill, Mosaic, M Holdings or any of their respective Subsidiaries or their businesses or operations, except as expressly set forth for the benefit of the Trust in this Agreement, it being understood that the foregoing shall not be interpreted as limiting the right of the Trust to enforce any right the Trust may have against Mosaic or Mosaic Holdings under the Exchange Act.

Section 3.2 Representations to Cargill. The Trust makes the following representations and warranties to Cargill as of the date hereof and as of the Closing Date:

(a) Trust Composition and Authority.

(i) The Trust is a [—] trust for U.S. federal income tax purposes.

(ii) The Trustees, in their capacity as trustees for the Trust, are the only persons with the legal authority to manage the assets of the Trust, and are the only persons with the legal authority to acquire or Transfer shares of Cargill stock held on behalf of the Trust, to accept or reject the Offer, to transfer shares of Cargill stock on behalf of the Trust for M Holdings Securities pursuant to the Offer, and to acquire or Transfer M Holdings Securities on behalf of the Trust, including M Holdings Securities received pursuant to the Offer.

(iii) The Trust has obtained or will obtain prior to the Closing Date from each current beneficiary, and to the extent requested by Cargill, any other beneficiary (a “Beneficiary”), an executed letter in the form attached as Annex B, and has provided a copy of each such letter to Cargill. To the best of the knowledge of the Trust, without further inquiry, the representations and statements made by the Beneficiaries in each such letter will be true, correct and complete as of the date of the execution of such letter, and such representations and statements will be true, correct and complete on the Closing Date as if made on such date.

(iv) Throughout the two year period ending on the date hereof, no changes have been made to the terms of the Trust’s governing instrument (other than to change the name of the Trust for privacy reasons or change the Trustee(s)).

(b) Cargill Stock.

(i) Ownership. For the five year period ending on the date hereof, (i) the Trust has owned the Subject Shares, and (ii) the provisions of the Trust’s governing instrument relating to the class of beneficiaries eligible to receive distributions has not changed. Solely for purposes of this representation, the Trust may disregard the effect of the Cargill stock split that occurred on August 1, 2007.

(ii) Transfer. Other than the Offer, the Trust has not entered into, and has no plan or intention to enter into, any oral or written agreement, understanding, arrangement, substantial negotiation regarding significant economic terms, or any discussion with any person, including an investment bank, to Transfer any Cargill stock.

(iii) Acquire. The Trust has not entered into, and has no plan or intention to enter into, any oral or written agreement, understanding, arrangement, substantial negotiation regarding significant economic terms, or any discussion with any person, including an investment bank, to directly or indirectly acquire any Cargill stock.

(i) Ownership. To the best of the knowledge of the Trust without further inquiry, the Trust does not own, directly, indirectly or beneficially, any shares of Mosaic stock (except for shares of Mosaic stock held by Cargill and shares of Mosaic stock owned by one or more Qualifying Investment Funds in which the Trust has invested).

(ii) Transfer. The Trust has not entered into, nor does the Trust have any plan or intention to enter into, any oral or written agreement, understanding, arrangement, substantial negotiation regarding significant economic terms, or any discussion with any person, including an investment bank, to Transfer any Mosaic stock or M Holdings Securities to be received pursuant to the Offer.

(iii) Acquire. Other than the Offer, the Trust has not entered into, nor does the Trust have any plan or intention to enter into, any oral or written agreement, understanding, arrangement, substantial negotiation regarding significant economic terms, or any discussion with any person, including an investment bank, to acquire directly or indirectly any Mosaic stock or M Holdings Securities (other than M Holdings Securities to be received pursuant to the Offer and shares of such stock owned by one or more Qualifying Investment Funds in which such Trust is an investor).

(iv) Lock-Up. The Trust is aware of the covenants and restrictions in Article IV and has no intention of circumventing such restrictions.

(d) Unwind Vote. The Trust has not entered into and has no plan or intention to enter into, any oral or written agreement, understanding, arrangement, or any other legally binding obligation with any person as to how such Trust would vote if a proposal to convert the M Holdings Class B Common Stock to M Holdings Class A Common Stock following the consummation of the Split-off is presented to the Trust.

Section 3.3 Representations of Cargill. Cargill makes the following representations and warranties to the Trust as of the date hereof and as of the Closing Date:

(a) The execution, delivery and performance by Cargill of this Agreement and the performance by Cargill of its obligations hereunder has been duly authorized by the Board of Directors of Cargill. Subject to the adoption by the stockholders of Cargill of the Permitted Transferee Amendment, no other corporate proceedings on the part of Cargill are necessary to authorize the execution, delivery and performance by Cargill of this Agreement. This Agreement has been duly and validly executed and delivered on behalf of Cargill. Assuming the due authorization and execution of this Agreement by or on behalf of all other parties to this Agreement, this Agreement is a valid and binding obligation of Cargill, enforceable against Cargill in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and

(b) The MAC Trusts are obligated to tender all of their shares of Cargill Common Stock into the Offer pursuant to the MAC Trusts Exchange Agreement.

ARTICLE IV

COVENANTS

Section 4.1 Adjusted Duff & Phelps Value. Cargill agrees that, no later than ten (10) Business Days prior to the expiration of the Offer, Cargill shall notify the Trustees, in their capacity as trustees for the Trust, of the Adjusted Duff & Phelps Value (it being understood that any public announcement or amendment to the Offer Documents shall constitute notice for this purpose).

Section 4.2 Share Restrictions. The Trust agrees that from the date hereof until the Closing Date or the earlier termination of this Agreement, and except for tendering of Subject Shares pursuant to the Offer, it shall not, without the prior written consent of Cargill, directly or indirectly, (i) Transfer any shares of capital stock of Cargill, Mosaic or M Holdings other than through the Transfer of an investment in a Qualifying Investment Fund; (ii) take any action that would make any representation or warranty of the Trust contained herein untrue or incorrect or have the effect of preventing or disabling the Trust from performing its obligations under this Agreement; or (iii) purchase or otherwise acquire any shares of capital stock or other securities of Cargill, Mosaic or M Holdings other than through an investment in a Qualifying Investment Fund.

Section 4.3 Tax Lock-Up.

(a) Transfer. Subject to the next sentence, until the second anniversary of the Closing Date, the Trust will not Transfer (or enter into any oral or written agreement, understanding, arrangement, substantial negotiation regarding significant economic terms, or any discussion with any person, including an investment bank, to Transfer) any M Holdings Securities. The Trust may Transfer M Holdings Securities to a Beneficiary if and only if (i) such Transfer is pursuant to an existing estate plan the provisions of which were put in place without regard to, and not in anticipation or contemplation of, the Split-off, (ii) the contemplated Transfer is first disclosed in writing to Cargill, (iii) Cargill provides prior written approval of the Transfer, and (iv) the beneficiary has executed a written acknowledgment agreeing to be bound by the restrictions and obligations set forth in this Agreement, including without limitation Section 4.3 and Section 4.7. For the avoidance of doubt, until the second anniversary of the Closing Date, the Trust will not Transfer any M Holdings Securities other than with Cargill’s prior written consent or other than through the Transfer of an investment in a Qualifying Investment Fund. Any purported Transfer or attempt to Transfer any M Holdings Securities in violation of the provisions of this Section 4.3 (including the notice provisions) shall be null and void and of no effect.

(b) Acquire. Subject to the next sentence, until the second anniversary of the Closing Date, other than pursuant to the Split-off, the Trust will not directly or indirectly acquire (or enter into any oral or written agreement, understanding, arrangement, substantial negotiation regarding significant economic terms, or any discussion with an investment bank, to acquire) any M Holdings Securities other than through an investment in a Qualifying Investment Fund. The Trust may directly or indirectly acquire M Holdings Securities if and only if (i) such acquisition is pursuant to an existing estate plan the provisions of which were put in place without regard to, and not in anticipation or contemplation of, the Split-off and would have been made at approximately the same time and in a similar form regardless of the Split-off, (ii) the contemplated acquisition is first disclosed in writing to Cargill, (iii) Cargill provides prior written approval of the acquisition and (iv) the Trust has executed a written acknowledgment that such M Holdings Securities shall be bound by the restrictions and obligations set forth in this Agreement, including Section 4.3 and Section 4.7. For the avoidance of doubt, until the second anniversary of the Closing Date, the Trust will not directly or indirectly acquire any M Holdings Securities other than with Cargill’s prior written consent other than through an investment in a Qualifying Investment Fund.

(c) Trust Instrument. Until the second anniversary of the Closing Date, no changes will be made to the terms of the Trust’s governing instrument (other than to change the name of the Trust for privacy reasons) unless (i) such change is first disclosed in writing to Cargill and (ii) Cargill provides prior written approval of the change.

(d) Legend. Each certificate representing the Exchange Shares shall be stamped or otherwise imprinted with a legend substantially in the following form. The Trust acknowledges that, from and after the Closing Date, each of the Exchange Shares shall be represented by a physical share certificate and each such certificate shall include the following (or a substantially similar) legend:

THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON SALE, TRANSFER, GRANT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION (ANY SUCH ACTION, A “TRANSFER”) SET FORTH IN THE RESTATED CERTIFICATE OF INCORPORATION OF THE CORPORATION AND PURSUANT TO THE TERMS OF AGREEMENTS BETWEEN THE HOLDER OF SUCH SECURITIES AND THE CORPORATION AND/OR CARGILL, INCORPORATED, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATION OR CARGILL, INCORPORATED, RESPECTIVELY. ANY PURPORTED TRANSFER OR ATTEMPT TO TRANSFER THE SECURITIES REPRESENTED HEREBY OTHER THAN IN ACCORDANCE WITH THE TERMS OF THE RESTATED CERTIFICATE OF INCORPORATION AND SUCH AGREEMENTS SHALL BE NULL AND VOID AND OF NO EFFECT.

The foregoing requirement of this Section 4.3(d) shall not apply with respect to any Exchange Shares from and after the Transfer of such Exchange Shares in accordance with this Agreement (other than a Transfer to a beneficiary pursuant to Section 4.3(a)). The foregoing requirement of this Section 4.3(d) shall not apply upon the conversion of M Holdings Class A Common Stock or M Holdings Class B Common Stock into M Holdings Common Stock or after the end of the relevant lock-up period.

Section 4.4 Bring Down Tax Representations. The Trust shall use its reasonable best efforts to deliver to Fried, Frank, Harris, Shriver & Jacobson LLP a certificate dated the Closing Date containing the representations contained in Section 3.2 hereof updated to cover the period between the date hereof and the Closing Date. The Trust represents and warrants that, as of the date of this Agreement, it has no knowledge or reason to believe that it will not be able to deliver such certificate. The Trust shall not knowingly take any action that could cause the Trust or any of the other Cargill stockholders not to be able to deliver a comparable certificate.

Section 4.5 Reporting. If the Trust owned more than one percent (1%) of Cargill prior to the Split-off or are otherwise subject to Treasury Regulation Section 1.355-5(b), the Trust will file the statement required by Treasury Regulation Section 1.355-5(b) (a form of which will be provided by Cargill) on or with its federal income tax return for the year in which the Split-off occurs.

Section 4.6 Recordkeeping. The Trust will retain documentation in support of the representations in this Agreement and evidence of compliance with the covenants in this Agreement for a period of eight (8) years following the Closing Date. Unless required by law, the Trust will not take a position inconsistent with the representations and covenants in this Agreement on any tax return or in any public filing.

Section 4.7 Tax Indemnity.

(a) The Trust shall indemnify and hold harmless Cargill and its Affiliates and its and their respective Representatives (the “Cargill Indemnified Parties”) solely out of the assets of the Trust and up to a maximum amount equal to the Aggregate Exchange Value for any and all Tax Losses suffered by any or all of the Cargill Indemnified Parties attributable to, arising out of or resulting from (i) the Split-off failing to qualify under Section 355(a)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), (ii) any failure of any M Holdings Stock to qualify as “qualified property” within the meaning of Section 355(c)(2) of the Code, Section 361(c)(2) of the Code, or Section 361(c)(3) of the Code, (iii) the Debt Exchanges failing to qualify under Section 361(c) of the Code, (iv) the Merger failing to constitute a tax-free exchange to Cargill and (v) the Merger together with the Split-off failing to constitute a reorganization within the meaning of Section 368(a)(1)(D) of the Code, if any such event is or was, in whole or in part, attributable to, arises out of or results from (x) any breach or inaccuracy of any representation or warranty in Sections 3.1 or 3.2 of this Agreement or in the certificate to be provided by the Trust pursuant to Section 4.4 of this Agreement or (y) any breach or failure to comply with, or any action inconsistent with, any of its covenants and obligations hereunder, including Article IV of this Agreement.

(b) (i) Cargill may seek indemnification for any Tax Loss suffered by any or all of the Cargill Indemnified Parties by giving notice to the Trust, specifying (x) the representation, warranty, or covenant that is alleged to have been inaccurate, to have been breached or to have given rise to indemnification, (y) the basis for such allegation and a description of the Tax Loss and (z) if known, the aggregate amount of the Tax Losses for which a claim is being made under this Section 4.7 including a detailed computation of such Tax Loss or, to the extent that the aggregate amount of such Tax Losses are not known at the time such claim is made, a detailed computation setting forth an estimate, prepared in good faith, of the aggregate potential amount of such Tax Losses (it being understood and agreed that no inaccuracy in any such estimate shall affect Cargill’s right to indemnification for Tax Losses hereunder). Notice to the Trust of the existence of a claim shall be given by Cargill as soon as practicable after Cargill receives written notice of the claim; provided that any failure to provide such prompt notice of the existence of a claim to the Trust shall not affect Cargill’s right to seek indemnification. With respect to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any audit, examination, claim, adjustment or other proceeding (a “Tax Controversy”) relating to the Transactions, Cargill shall have the right, through tax counsel of its choosing and at its

own expense, to conduct and control the settlement or defense of such Tax Controversy; provided, however, that if an adverse resolution of the Tax Controversy could result in the Trust having an obligation to indemnify Cargill under this Agreement, the Trust shall be entitled to participate in such Tax Controversy, at its own expense.

(ii) The Trust shall be required to pay Cargill solely out of the assets of the Trust and up to a maximum amount equal to the Aggregate Exchange Value any amount due with respect to a claim of indemnification pursuant to this Section 4.7(b) promptly upon the first to occur of: (x) a final determination under Section 1313 of the Code having been reached with respect to the matter that gave rise to such claim for indemnification; or (y) the Trust and Cargill entering into a mutual agreement with respect to the total amount that is due from the Trust with respect to such claim for indemnification; provided, however, to the extent a different tendering stockholder (other than the MAC Trusts) provided different representations, covenants and indemnities than contained herein, the amount of any indemnification obligation owed by the Trust, hereunder to a Cargill Indemnified Party shall be adjusted, if lower, to an amount as if such different representation, covenant or indemnity were contained herein; provided, further, the foregoing adjustment shall not apply if such difference in the representations, covenants or indemnities is because of differences in factual matters as between the Trust and the Trustees, in their capacity as trustees for the Trust, on one hand, and such other stockholder on the other. To the extent the Trust makes an indemnification payment to Cargill pursuant to this Section 4.7, and (i) Cargill actually receives a corresponding income Tax benefit (calculated at the Assumed Combined Tax Rate) in a subsequent taxable period that was not taken into account in the computation of such indemnification amount, then Cargill shall reimburse the Trust for the amount of such Tax benefit that was not taken into account, but not in excess of any indemnification payment made by the Trust hereunder, and (ii) Cargill does not actually receive the corresponding income Tax benefit calculated at the Assumed Combined Tax Rate that was taken into account in the computation of such indemnification amount, then the Trust shall make an additional payment to Cargill equal to the amount of such Tax benefit that was taken into account.

(c) These indemnification obligations and the remedies provided in this Section 4.7 shall be cumulative and shall not preclude assertion by Cargill of any and all other rights or the seeking of any and all other remedies; provided that the Cargill Indemnified Parties may not recover more than once for any Tax Loss incurred by any or all of the Cargill Indemnified Parties and in no event shall the Cargill Indemnified Parties (individual or in the aggregate) be entitled to recover other than out of the assets of the Trust and, then, only up to a maximum amount equal to the Aggregate Exchange Value.

Section 4.8 Other Actions.

(a) The Trust shall, upon request and subject to reasonable confidentiality undertakings, furnish Cargill and Mosaic with such true, correct and complete information concerning (i) the Trust, the Trustees, in their capacity as trustees for the Trust, and the Trust’s beneficiaries, (ii) the Trust’s Subsidiaries, equity owners, directors and officers, if any, and (iii) such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice, petition or application made by or on behalf of Cargill, M Holdings, Mosaic or any of their respective Subsidiaries to any Governmental Entity or third party in connection with the transactions contemplated by the Transaction Documents.

(b) If the Board of Directors of Cargill proposes an amendment to Cargill’s certificate of incorporation to designate Cargill a “Permitted Transferee” for purposes of Article IV, Section 10 thereof in connection with the Exchange and Split-off and a related amendment to Paragraph D of Article IV, Section 10 thereof to permit the Exchange and Split-off, the Trust shall cause each of the shares of Cargill Common Stock over which the Trust has voting control to be voted, or shall cause a consent in respect of each of such shares to be executed, as applicable, in favor of such amendments (the “Permitted Transferee Amendment”).

(c) No public release, announcement, comment or other public disclosure concerning the Transactions shall be issued by the Trust or on behalf of the Trust without the prior written consent of Cargill, except for any disclosure that is required to be made by the Trust pursuant to Section 13(d) under the Exchange Act, in which case the Trust shall use its reasonable best efforts to allow Cargill reasonable time to comment on such disclosure in advance of such issuance and shall consider and address in good faith the views and comments made by Cargill regarding any such disclosure.

(d) The terms on which stockholders of Cargill (other than the Trust) shall exchange shares of Cargill Common Stock with Cargill for M Holdings Stock pursuant to the Offer shall be not materially more favorable to such stockholders than the terms upon which the Trust exchanges its Subject Shares for Exchange Shares; provided, that the terms contained in the MAC Trusts Exchange Agreement, shall not constitute a failure of the condition set forth in this Section 4.8(d) or be considered in determining whether any such failure has occurred or will occur.

ARTICLE V

TERMINATION

Section 5.1 Termination. This Agreement shall terminate upon the earliest to occur of:

(a) the mutual written agreement of Cargill and the Trust;

(b) the termination of the Merger and Distribution Agreement in accordance with its terms prior to the Closing Date; and

Section 5.2 Effects of Termination.

(a) In the event of any termination of this Agreement in accordance with Section 5.1 prior to the Closing Date, this Agreement shall forthwith become null and void and there shall be no liability or obligations on the part of Cargill or the Trust, except with respect to this Section 5.2 and Article VI which shall remain in full force and effect; provided, however, that the forgoing shall not relieve either party, from any liability for any inaccuracy to, or breach by such party of any of the representations, warranties, covenants or obligations of such party under this Agreement occurring prior to such termination.

(b) The Trust agrees that in no event may the Trust, the Trustees, in their capacity as trustees for the Trust, or any of their Representatives seek to recover any damages or seek any other legal or equitable remedy against Cargill or any of its Affiliates or any of their respective Representatives with respect to any loss, claim, cause of action or damages relating to, or arising out of, or resulting from, any failure of the Offer to be consummated.

(c) The Trust agrees and acknowledges that (i) Cargill is entering into the Merger and Distribution Agreement and the other Transaction Documents in reliance upon the Trust’s execution, delivery and performance of this Agreement, (ii) the failure of the Trust to validly tender the Subject Shares into the Offer could result in Cargill being required under the Merger and Distribution Agreement to pay a termination fee to (and reimburse certain fees and expenses incurred by) Mosaic and other persons, and (iii) in the event the Trust does not validly tender the Subject Shares into the Offer in accordance with the terms hereof in breach of this Agreement and such failure by the Trust prevents consummation of the transactions contemplated by the Merger and Distribution Agreement, in addition to all other remedies to which Cargill is entitled to at law or in equity, Cargill shall be entitled to seek damages from the Trust in an amount not to exceed any termination fee and reimbursement of fees and expenses of Mosaic or any other Person that Cargill paid or is obligated to pay under the Merger and Distribution Agreement.

ARTICLE VI

MISCELLANEOUS

Section 6.1 Waivers. No failure on the part of any party to exercise, or delay in exercising, any right hereunder shall be deemed a waiver thereof, nor shall any single or partial exercise preclude any further or other exercise of such or any other right.

Section 6.2 Counterparts and Facsimile. This Agreement may be executed in one or more counterparts, each of which shall be deemed to constitute an original, but all of which together shall constitute one and the same document. Executed signature pages to this Agreement may be delivered by facsimile and such facsimiles will be deemed as sufficient as if actual signature pages had been delivered.

Section 6.3 Governing Law. This Agreement shall in all respects be governed by, and construed in accordance with, the Laws (excluding conflict of laws rules and principles) of the State of Delaware applicable to agreements made and to be performed entirely within such State, including all matters of construction, validity and performance.

Section 6.4 Consent to Jurisdiction; Waiver of Jury Trial.

therefrom) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. To the fullest extent permitted by applicable Law, each of the parties to this Agreement consents to service being made through the notice procedures set forth in Section 6.5 and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses of the parties set forth in Section 6.5 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated by this Agreement. The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

(b) EACH OF THE PARTIES TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Section 6.5 Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made (i) as of the date delivered, if delivered personally; (ii) on the date the delivering party receives confirmation, if delivered by facsimile or electronic mail; (iii) three (3) Business Days after being mailed by registered or certified mail (postage prepaid, return receipt requested); or (iv) one (1) Business Day after being sent by overnight courier (providing proof of delivery), to the parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 6.5):

If to Cargill:


Cargill, Incorporated

PO Box 5624
Minneapolis, MN
55440-5624
Attention:		Linda L. Cutler
		Phillip Fantle
		Scott Naatjes

with a copy to (which copy alone shall not constitute notice):


Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, NY 10004
Attention:		Alan Kaden, Esq.
		Brian Mangino, Esq.
		Philip Richter, Esq.

If to the Trust, then to the address, facsimile number or electronic mail address for the Trust, set forth on Annex A attached hereto.

Section 6.6 Entire Agreement; Third Party Beneficiaries; Amendment. This Agreement, together with the Annexes hereto set forth the entire agreement between the parties hereto with respect to the transactions contemplated by this Agreement. This Agreement is not intended to and shall not confer upon any Person, other than the parties hereto any rights or remedies hereunder; provided, however, that Mosaic and M Holdings shall be express third party beneficiaries of, and may rely upon, the representations of the Trust set forth in Sections 3.1(f) and 3.1(g) of this Agreement and enforce the covenants set forth in Section 4.2. Any provision of this Agreement may be amended or modified in whole or in part at any time by an agreement in writing between the parties hereto executed in the same manner as this Agreement provided, that any amendment, modification or waiver to the representations of the Trust set forth in Sections 3.1(f) or 3.1(g) of this Agreement or the covenants set forth in Section 4.2 (or any amendment, modification or waiver of this Agreement that has the effect of modifying or altering the representations and covenants set forth in such sections) or this Section 6.6 shall also require the written consent of Mosaic and M Holdings. No failure on the part of any party to exercise, and no delay in exercising, any right shall operate as a waiver thereof nor shall any single or partial exercise by any party of any right preclude any other or future exercise thereof or the exercise of any other right.

Section 6.7 Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, Cargill’s successors and permitted assigns and the successors and permitted assigns of the Trust (including its Trustees), and no other person. No party may assign its rights or obligations under this Agreement without the prior written approval of all other parties to this Agreement. Each Trust shall continue to be bound by the terms and conditions of this Agreement, notwithstanding any change in the Trustee of the Trust after the date that this Agreement was signed by the then acting Trustee on behalf of the Trust.

Section 6.8 Headings. The headings of Articles and Sections contained in this Agreement are for reference purposes only and are not part of this Agreement.

Section 6.9 Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect. In the event of any such determination, the parties agree to negotiate in good faith to modify this Agreement to fulfill as closely as possible the original intent and purpose hereof. To the extent permitted by Law, the parties hereby to the same extent waive any provision of Law that renders any provision hereof prohibited or unenforceable in any respect.

Section 6.10 Arm’s Length Transactions. This Agreement and the other Transaction Documents have been negotiated and entered into by the parties on an arms-length basis, and

Cargill and the Trust expressly acknowledges and agrees that Cargill and the Trust did not act, or have not acted in any capacity as, an advisor to the other party to this Agreement in connection with this Agreement or the other Transaction Documents or the transactions contemplated hereby and thereby.

Section 6.11 No Presumption. If any claim is made by a party relating to any conflict, omission or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this Agreement was prepared by or at the request of a particular party or its counsel. Cargill and the Trust acknowledge that this Agreement has been prepared jointly by the parties hereto and shall not be strictly construed against any party hereto.

Section 6.12 Specific Performance. The Trust agrees that Cargill would suffer irreparable damage if any covenant or obligation of the Trust under this Agreement were not performed in accordance with the terms hereof. Accordingly, the Trust agrees that, if for any reason the Trust shall have failed to perform its obligations under this Agreement, Cargill shall be entitled to specific performance and injunctive and other equitable relief and the Trust shall not object to the granting of specific performance of the terms and provisions of this Agreement or other equitable relief on the basis that there exists an adequate remedy at law, and the Trust further agrees to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedy to which Cargill is entitled at Law or in equity. To the fullest extent permitted by law, if, notwithstanding the preceding sentence, a court shall require that Cargill prove that it is entitled to specific performance, injunctive or other equitable relief for a breach or non-performance of this Agreement by the Trust, Cargill’s entitlement to such specific performance, injunctive or other equitable relief shall be governed by the preponderance of the evidence standard (and not the clear and convincing evidence or any other higher standard) for the burden of persuasion with respect to Cargill’s entitlement to such relief.

Section 6.13 Non-Recourse. The Trustees executing this Agreement on behalf of the Trust are doing so solely in their capacity as trustees of the Trust, and no Trustee shall be bound hereby personally or in any other capacity. Cargill shall have recourse only to the assets of the Trust for satisfaction of the obligations of the Trust in respect hereof and will not seek recourse against the personal assets of any Trustee for satisfaction of any such obligation.

* * *

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed and delivered in its name and on its behalf, all as of the day and year first above written.


CARGILL, INCORPORATED

By:		/s/ David W. MacLennan
Name:		David W. MacLennan
Title:		Senior Vice President
		Chief Financial Officer

[EXECUTED BY VARIOUS STOCKHOLDERS]

EX-99.8 5 dex998.htm PRESS RELEASE DATED JANUARY 18, 2011 Press Release Dated January 18, 2011

LOGO

FOR IMMEDIATE RELEASE

MOSAIC AND CARGILL AGREE TO SPLIT-OFF AND ORDERLY

DISTRIBUTION OF CARGILL STAKE IN MOSAIC

Transaction to improve Mosaic’s strategic and financial flexibility, increase liquidity of stock

PLYMOUTH & MINNEAPOLIS, Minn., Jan. 18, 2011– The Mosaic Company (NYSE: MOS), one of the world’s leading providers of crop nutrients and feed ingredients for the global agriculture industry, and Cargill, a privately held international producer and marketer of food, agriculture, financial and industrial products and services, today jointly announced a transaction that would result in the distribution of Cargill’s 64 percent stake, or 286 million share position, in Mosaic to Cargill’s shareholders and debt holders.

The transaction will enable Cargill to accomplish several important objectives, including maintaining its status as a private company while meeting the diversification and distribution needs of the charitable trusts and foundation (collectively the “Charitable Trusts”) formed through the estate planning of Margaret A. Cargill, one of Cargill’s largest shareholders, who died in 2006. The transaction also will enhance Cargill’s credit profile and ensure that the company’s financial results, compensation plans and management focus are fully aligned with the performance of the businesses Cargill directly manages.

The transaction is expected to benefit Mosaic by improving its long-term strategic and financial flexibility, as well as greatly increasing the liquidity of Mosaic’s common stock. As a result of the transaction, there will be no change to Mosaic’s total outstanding shares, the economic rights of the Mosaic shares or earnings per share. The transaction also is not expected to have any impact on Mosaic’s underlying financial performance or current business operations.

In carrying out the transaction, Cargill plans to exchange approximately 179 million of its 286 million Mosaic shares with Cargill shareholders, including the Charitable Trusts, for all or a portion of their Cargill stock. Cargill expects to exchange all of its remaining 107 million Mosaic shares for Cargill debt owned by third parties. Pursuant to a ruling from

the U.S. Internal Revenue Service, the transaction is expected to be tax free to Cargill, Mosaic and their respective shareholders. Mosaic, Cargill and the Charitable Trusts have entered into a series of agreements to effect the transaction, including terms intended to provide for an orderly disposition of the Mosaic shares. The transaction is expected to close in the second calendar quarter of 2011.

Jim Prokopanko, Mosaic’s president and chief executive officer, said, “This transaction will bring significant benefits to our company and shareholders. Going forward, we will be better positioned to capitalize on the positive outlook for our industry, retain our market leading positions and reinforce our existing competitive advantages. Importantly, there will be no adverse impact to our earnings potential, strong balance sheet or ability to generate cash.”

Greg Page, Cargill’s chairman and chief executive officer, said, “The transaction will accomplish a number of important business objectives for both Cargill and Mosaic and is in the best interests of both companies. Mosaic has been a landmark investment for Cargill. We are proud of what Mosaic and its employees have accomplished and remain confident in the company and its future. We look forward to continuing our commercial relationship with Mosaic, which strengthens Cargill’s ability to deliver high-value solutions to our farm customers around the world.”

Mosaic’s board of directors formed a Special Committee consisting solely of independent directors to evaluate and negotiate the transaction. Upon the Special Committee’s recommendation, Mosaic’s board of directors has approved the transaction. The transaction is subject to approval by holders of a majority of Mosaic’s shares held by non-Cargill shareholders. Cargill’s board of directors also has approved the transaction. Cargill retains the right to terminate the transaction subject to payment of a termination fee to Mosaic’s minority shareholders under certain circumstances.

Transaction terms

The transaction involves a recapitalization of Mosaic’s stock and contains terms intended to provide for an orderly disposition of Cargill’s 286 million shares in Mosaic.

Recapitalization

Pursuant to the transaction agreements, all of Mosaic’s shares will be recapitalized into three classes of stock: Common Stock, Class A Stock and Class B Stock, all of which will have the same economic rights. The Common Stock and Class A Stock will have one vote per share on all matters, whereas the Class B Stock will have the right to cast 10 votes per share solely for the election of directors. The Class A Stock and the Class B Stock will be subject to transferability restrictions and will not be publicly traded. The Common Stock, which will continue to trade under the ticker symbol MOS, will not be subject to restrictions on transferability.

All Mosaic shareholders, not including Cargill, will receive one share of Common Stock, representing the same economic value as their current share of Mosaic common stock. Cargill’s 286 million shares of common stock are expected to be recapitalized into approximately 115 million shares of Common Stock, 60 million shares of Class A Stock and 111 million shares of Class B Stock. Exact share counts will be determined upon completion of the transaction.

Split-off

In connection with the transaction agreements, Cargill will conduct an exchange offer in which it will offer Cargill shareholders the opportunity to exchange all or a portion of their Cargill shares for approximately 179 million Mosaic shares currently held by Cargill. In addition, Cargill expects to exchange approximately 107 million shares of its Mosaic Common Stock with its debt holders for outstanding Cargill debt. The Charitable Trusts, which are large shareholders of Cargill, have agreed to exchange all of their Cargill shares for Mosaic shares in the split-off.

Upon completion of the split-off, Mosaic shares held by the Charitable Trusts and Cargill stockholders participating in the exchange will represent approximately 40 percent of Mosaic’s total outstanding shares and at least 81 percent of the total vote with respect to the election of Mosaic’s board of directors.

Orderly disposition of shares

Formation offerings

Under the terms of a registration agreement, Mosaic has agreed to conduct registered secondary offerings within 15 months of the closing of the split-off for the resale of approximately 157 million Mosaic shares.

•

The first of the offerings is to be completed immediately following the recapitalization and split-off and is expected to consist of at least half of these 157 million Mosaic shares.

•

During the course of these offerings, Cargill debt holders are expected to sell approximately 107 million Mosaic shares and the Charitable Trusts are expected to sell approximately 50 million Mosaic shares.

Transferability restrictions and post-formation offerings

All Mosaic shares received by the Charitable Trusts and other Cargill shareholders in the split-off and not sold in the formation offerings (approximately 129 million shares) generally may not be transferred during the first two and a half years after the closing of the split-off.

•

The transfer restrictions on these Mosaic shares would be released, and the shares would become transferable, in three equal annual installments beginning on the two-and-half-year anniversary of the split-off.

•

To facilitate an orderly disposition of these shares, pursuant to the registration agreement, Mosaic has agreed that it will register these Mosaic shares for resale in secondary offerings at the request of the

Charitable Trusts. These offerings could occur each year after the second anniversary of the split-off, with the first offering occurring no earlier than one year after the last formation offering described above. The Charitable Trusts and other shareholders of Cargill who received Mosaic shares in the split-off would have the ability to participate in these offerings.

Other matters

The closing of the transaction is subject to certain conditions, including: (i) approval by the majority of Mosaic’s minority shareholders; (ii) the receipt of certain regulatory approvals; (iii) no withdrawal or adverse change to the IRS ruling obtained with respect to the transaction; and (iv) other customary conditions. Accordingly, there can be no assurance as to when the transaction described above will occur and it is possible that it may not occur at all.

Under the transaction terms, Mosaic would be subject to certain agreements with Cargill that will have some limitations on Mosaic’s corporate activities for two years after the split-off.

There are no changes currently contemplated with respect to Mosaic’s board of directors in connection with the transaction. Following completion of the transaction, Mosaic’s board of directors may consider submitting a proposal to a shareholder vote to convert the Class B Stock with special voting rights into regular voting stock.

Credit Suisse Securities (USA) LLC acted as financial advisor to Cargill, and Fried, Frank, Harris, Shriver & Jacobson LLP provided legal counsel to Cargill. J.P. Morgan Securities LLC acted as financial advisor to the Special Committee of Mosaic’s Board of Directors, and Simpson Thacher & Bartlett LLP acted as legal counsel to the Special Committee. UBS Investment Bank acted as financial advisor to the Charitable Trusts, and Loeb & Loeb LLP acted as legal counsel to the Charitable Trusts.

Investor conference call

Mosaic will conduct a conference call today, Jan. 18, 2011, at 5 p.m. EST to discuss the transaction. Presentation slides and a simultaneous audio webcast of the conference call may be accessed through Mosaic’s website at www.mosaicco.com/investors. Additionally, the conference call-in number is:

Domestic US: 1-866-788-0544

International: 1-857-350-1682

Passcode: 50575521

This webcast will be made available for replay on Wednesday, January 19 and will be accessible for up to one year through Mosaic’s website or the following number:

Domestic US: 1-888-286-8010

International: 1-617-801-6888

Passcode: 15095110

For more information about this announcement, please visit www.mosaicconewhorizon.com or www.mosaicco.com.

Contacts:


The Mosaic Company		Cargill

Investors:		Media:
Christine Battist, 763-577-2828		Lori Johnson, 952-742-6194
		Lisa Clemens, 952-742-6405

Media:

Rob Litt, 763-577-6187

Sard Verbinnen & Co.

Jim Barron/Lesley Bogdanow/Michael Henson, 212-687-8080

About The Mosaic Company

The Mosaic Company is one of the world’s leading producers and marketers of concentrated phosphate and potash crop nutrients. Mosaic is a single source provider of phosphates and potash fertilizers and feed ingredients for the global agriculture industry. More information on the company is available at www.mosaicco.com. Mosaic was created in 2004 through the combination of Cargill’s fertilizer business with IMC Global, whereby Cargill received its 64 percent stake in Mosaic.

About Cargill

Cargill is an international producer and marketer of food, agricultural, financial and industrial products and services. Founded in 1865, the privately held company employs 131,000 people in 66 countries. Cargill helps customers succeed through collaboration and innovation, and is committed to applying its global knowledge and experience to help meet economic, environmental and social challenges wherever it does business. For more information, visit www.cargill.com.

Important Information

In connection with the proposed transaction, a registration statement on Form S-4 that will include a proxy statement/prospectus for the stockholders of The Mosaic Company will be filed with the Securities and Exchange Commission. The Mosaic Company will mail the final proxy statement/prospectus to its stockholders. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT

WHEN IT BECOMES AVAILABLE. IT WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of the proxy statement (when available) and other documents filed by The Mosaic Company at the Securities and Exchange Commission’s web site at http://www.sec.gov.

Certain Information Regarding Participants

The Mosaic Company and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from its stockholders in connection with the proposed transaction. Information concerning the interests of The Mosaic Company’s participants in the solicitation is set forth in The Mosaic Company’s proxy statements and Annual Reports on Form 10-K, previously filed with the Securities and Exchange Commission, and in the proxy statement relating to the transaction when it becomes available.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about the proposed transaction, the terms and the effect of the proposed transaction, the nature and impact of the proposed transaction, capitalization of The Mosaic Company following completion of the proposed transaction, benefits of the proposed transaction; future strategic plans and other statements about future financial and operating results. Such statements are based upon the current beliefs and expectations of The Mosaic Company’s management and are subject to significant risks and uncertainties. These risks and uncertainties include but are not limited to risks and uncertainties arising from the possibility that the closing of the transaction may be delayed or may not occur; the expected timeline for completing the transaction; difficulties with realization of the benefits of the proposed transaction; the predictability and volatility of, and customer expectations about, agriculture, fertilizer, raw material, energy and transportation markets that are subject to competitive and other pressures and economic and credit market conditions; the level of inventories in the distribution channels for crop nutrients; changes in foreign currency and exchange rates; international trade risks; changes in government policy; changes in environmental and other governmental regulation, including greenhouse gas regulation and implementation of the U.S. Environmental Protection Agency’s numeric water quality standards for the discharge of nutrients into Florida lakes and streams; further developments in the lawsuit involving the federal wetlands permit for the extension of the Company’s South Fort Meade, Florida, mine into Hardee County, including orders, rulings, injunctions or other actions by the court or actions by the plaintiffs, the Army Corps of Engineers or others in relation to the lawsuit, or any actions the Company may identify and implement in an effort to mitigate the effects of the lawsuit; other difficulties or delays in receiving, or increased costs of, or revocation of, necessary governmental permits or approvals; the effectiveness of the Company’s processes for managing its strategic priorities; adverse weather conditions affecting operations in Central Florida or the Gulf Coast of the United States, including potential hurricanes or excess rainfall; actual costs of various items differing from management’s current estimates, including, among others, asset retirement, environmental remediation, reclamation or other environmental obligations, or Canadian resource taxes and royalties; accidents and other disruptions involving Mosaic’s operations, including brine inflows at its Esterhazy, Saskatchewan, potash mine and other potential mine fires, floods, explosions, seismic events or releases of hazardous or volatile chemicals, as well as other risks and uncertainties reported from time to time in The Mosaic Company’s reports filed with the Securities and Exchange Commission. Actual results may differ from those set forth in the forward-looking statements.

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-----END PRIVACY-ENHANCED MESSAGE-----