Form S-4 Registration Statement

(address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

(name, address, including zip code, and telephone number, including area code, of agent for service)

APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE TO THE PUBLIC: As soon as practicable after this registration statement becomes effective and the conditions to the merger described herein have been satisfied or waived.

If the only securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

(a) With respect to the Registrant’s common stock, based on (i) $14.49, the average of the high and low sales price per share of common stock, par value $1.00 per share, of IMC Global Inc. on the New York Stock Exchange on April 1, 2004, multiplied by (ii) 143,044,670, the maximum estimated number of shares of IMC Global Inc. common stock which will be converted into shares of the Registrant’s common stock pursuant to the merger; plus

(b) With respect to the Registrant’s 7.50% Mandatory Convertible Preferred Shares, based on (i) $97.50, the average of the high and low sales price per share of the 7.50% Mandatory Convertible Preferred Shares, par value $1.00 per share, of IMC Global Inc. on the New York Stock Exchange on April 1, 2004, multiplied by (ii) 2,750,000, the maximum number of shares of IMC Global Inc. 7.50% Mandatory Convertible Preferred Shares which will be converted into shares of the Registrant’s 7.50% Mandatory Convertible Preferred Shares pursuant to the merger.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

The information in this proxy statement/prospectus is not complete and may be changed. Global Nutrition Solutions, Inc. may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities, in any state where the offer or sale is not permitted.

I am pleased to send you this proxy statement/prospectus for a special meeting of the common stockholders of IMC Global Inc. At the special meeting, you will be asked to consider and vote upon a proposal to adopt a merger and contribution agreement pursuant to which IMC will combine its businesses with the fertilizer businesses of Cargill, Incorporated to form a new combined public company, currently incorporated under the name Global Nutrition Solutions, Inc. and referred to as Newco. Your board of directors believes that by combining these two businesses into a single, integrated company with increased scale and capital, we will create a more efficient, full-service global fertilizer company better able to deliver high-quality, competitively priced products and services to customers worldwide. The formal corporate name for Newco, pursuant to which it will operate and its shares will trade on the New York Stock Exchange, has not yet been determined, but will be announced prior to the completion of the transactions contemplated by the merger and contribution agreement.

After careful consideration, the board of directors of IMC has approved the merger and contribution agreement and determined that it is advisable and in the best interests of IMC and its stockholders. The IMC board of directors recommends that you vote “FOR” the adoption of the merger and contribution agreement.

The merger and contribution agreement sets forth the terms of a merger between IMC and GNS Acquisition Corp., a wholly owned subsidiary of Newco. In that merger, you will receive one share of Newco common stock for each share of IMC common stock that you own. In addition, holders of shares of IMC’s 7.50% mandatory convertible preferred stock will receive one share of 7.50% mandatory convertible preferred stock of Newco for each share they hold. The merger and contribution agreement also provides for Cargill and its affiliates to contribute equity interests in entities owning Cargill’s fertilizer businesses, referred to as the Cargill Fertilizer Businesses, to Newco immediately prior to the merger. In consideration for the contribution, Cargill and its affiliates will receive shares of Newco common stock, plus shares of Newco Class B common stock. After completion of the transactions contemplated by the merger and contribution agreement:

The merger and contribution agreement provides that the Cargill Fertilizer Businesses will be contributed to Newco with minimal accompanying long-term debt. Thus, Newco will benefit after the transactions from the cash flows of the combined businesses of IMC and the Cargill Fertilizer Businesses without a substantial increase in indebtedness from the level of IMC’s indebtedness at the time of the transactions.

Attached to this letter is an important document providing detailed information about the merger and contribution agreement, the merger, the contribution by Cargill and the Cargill Fertilizer Businesses. Please read this document carefully, including the section entitled “Risk Factors” beginning on page 21 of this proxy statement/prospectus.

There is currently no public market for shares of Newco common stock or Newco 7.50% preferred stock. Newco has applied to list both the Newco common stock and the Newco 7.50% preferred stock on the New York Stock Exchange. Newco will apply for trading symbols corresponding to its new name once the name is determined. The Newco Class B common stock will not be listed for trading on the New York Stock Exchange.

Adoption of the merger and contribution agreement by the holders of at least a majority of the outstanding shares of IMC common stock entitled to vote thereon is required to complete the transactions contemplated thereby, including the merger. The terms of the IMC’s 7.50% preferred stock do not provide IMC’s preferred stockholders with the right to vote on the adoption of the merger and contribution agreement. Accordingly, IMC will hold a special meeting of only its common stockholders for the purpose of voting to adopt the merger and contribution agreement on [·], 2004 at [·]:00 [·].m. (local time) at IMC’s headquarters offices, 100 South Saunders Road, Lake Forest, Illinois 60045.

Neither the Securities and Exchange Commission nor any state or provincial securities commission has approved or disapproved of the securities to be issued under this proxy statement/prospectus or determined that this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated [·], 2004 and is first being mailed to the common stockholders of IMC on or about [·], 2004.

This proxy statement/prospectus incorporates by reference important business and financial information about IMC from other documents filed with the Securities and Exchange Commission, referred to as the SEC, that are not included in or delivered with this document. For a listing of the documents incorporated by reference into this proxy statement/prospectus, see “Where You Can Find More Information” beginning on page of this proxy statement/prospectus.

IMC will provide you with copies of the information that is incorporated by reference into this proxy statement/prospectus, without charge, upon your written or oral request to:

Please note that copies of the documents provided to you will not include exhibits, unless the exhibits are specifically incorporated by reference into the documents or this proxy statement/prospectus.

If you would like to request documents from IMC, please do so by [·], 2004, in order to ensure that you will receive them before the special meeting.

You are cordially invited to attend a special meeting of the common stockholders of IMC Global Inc., a Delaware corporation, which will be held on [·], 2004 at [·]:00 [·].m. (local time) at IMC’s headquarters offices, 100 South Saunders Road, Lake Forest, Illinois 60045, for the following purposes:

1. To consider and vote on a proposal to approve and adopt the Agreement and Plan of Merger and Contribution, dated as of January 26, 2004, among IMC, Global Nutrition Solutions, Inc., a Delaware corporation and referred to as Newco, GNS Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of Newco, Cargill, Incorporated, a Delaware corporation and referred to as Cargill, and Cargill Fertilizer, Inc., a Delaware corporation and a direct wholly owned subsidiary of Cargill. Under the merger and contribution agreement, there will be a merger of IMC with GNS Acquisition Corp., with IMC being the surviving entity and a wholly owned subsidiary of Newco. In the merger, each outstanding share of IMC common stock will be converted into the right to receive one share of Newco common stock, and each outstanding share of IMC 7.50% mandatory convertible preferred stock will be converted into the right to receive one share of Newco 7.50% mandatory convertible preferred stock. Immediately prior to the merger, Cargill and its affiliates will contribute equity interests in entities owning the Cargill Fertilizer Businesses to Newco in exchange for shares of Newco common stock and Newco Class B common stock.

2. To transact any other business as may properly come before the special meeting or any adjournment or postponement of the special meeting.

Only IMC common stockholders of record at the close of business on [·], 2004 are entitled to notice of, and will be entitled to vote at, the special meeting and any adjournments or postponements of the special meeting.

Holders of outstanding shares of IMC common stock representing a majority of the votes entitled to be cast at the special meeting must be present in person or represented by proxy to constitute a quorum for the transaction of business at the special meeting. Adoption of the merger and contribution agreement requires the affirmative vote of the holders of at least a majority of shares of IMC common stock outstanding as of the record date, but does not require the approval of IMC’s preferred stockholders.

After careful consideration, the IMC board of directors approved the merger and contribution agreement and recommends that the IMC common stockholders vote to approve and adopt the merger and contribution agreement.

You should carefully read the attached proxy statement/prospectus in its entirety, which describes and includes a copy of the merger and contribution agreement.

It is important that your shares be represented at the special meeting. Whether or not you plan to attend the special meeting, we urge you to submit your proxy by completing, dating and signing the enclosed proxy card and mailing it in the self-addressed, postage prepaid envelope provided so that your shares are represented at the special meeting. You may also vote by telephone or over the Internet according to the instructions specified on your proxy card. You can revoke your proxy or change your vote at any time before or at the special meeting as described in the accompanying proxy statement/prospectus. If your shares are held in an account at a brokerage firm or bank, you must instruct the firm or bank how to vote your shares. If you do not vote or do not instruct your broker or bank how to vote, it will have the same effect as voting against the approval and adoption of the merger and contribution agreement.

The following are some questions that you, as an IMC common stockholder, may have regarding the special meeting and the matters being considered at the meeting. You are urged to read carefully the remainder of this proxy statement/prospectus because the information in this section does not provide all of the information that might be important to you. Additional important information is also contained in the annexes to and the documents incorporated by reference into this proxy statement/prospectus.

A1: IMC and Cargill are proposing to combine the Cargill Fertilizer Businesses with IMC’s businesses to create a new combined public company. The board of directors of IMC believes that the combination will create a more efficient, full-service global fertilizer company better able to deliver high-quality, competitively priced products and services to customers worldwide. Your board also believes that the combined company will benefit from a stronger balance sheet with increased financial flexibility, a lower cost of capital, significant synergy potential and an enhanced platform for worldwide growth. The name of the new combined public company, which is referred to as Newco, has not yet been determined.

A2: Pursuant to the terms of the merger and contribution agreement, a copy of which is attached as Annex A to this proxy statement/prospectus, a wholly owned subsidiary of Newco will be merged with and into IMC, with IMC being the surviving corporation and becoming a wholly owned subsidiary of Newco. This merger is referred to as the merger. In addition, immediately prior to the merger, Cargill and certain of its affiliates will contribute to Newco equity interests in entities owning all or substantially all of the assets, liabilities and obligations of the Cargill Fertilizer Businesses. The contribution by Cargill and its affiliates is referred to as the contribution and, together with the merger, as the transactions. The diagrams at the end of this question and answer section illustrate the transactions.

Q3: What vote of IMC’s stockholders and what vote of Cargill’s stockholders is required in connection with the transactions?

A3: The affirmative vote of the holders of at least a majority of the outstanding shares of IMC common stock entitled to vote on the adoption of the merger and contribution agreement is required to adopt the merger and contribution agreement. The approval of the holders of IMC’s 7.50% mandatory convertible preferred stock, referred to as the IMC 7.50% preferred stock, is not required to adopt the merger and contribution agreement, nor is the approval of Cargill’s stockholders. Accordingly, holders of IMC 7.50% preferred stock and the stockholders of Cargill are not being asked to vote on the merger and contribution agreement.

A4: Because you are a common stockholder of IMC, you are being asked to vote to adopt the merger and contribution agreement at the special meeting. IMC is sending you these materials to help you decide whether to approve the merger and contribution agreement and the merger. This document also serves as a prospectus provided by Newco in connection with Newco’s offer of its stock to be issued upon completion of the transactions.

A5: IMC’s common stockholders will be entitled to receive one share of Newco common stock in exchange for each share of IMC common stock they own. In addition, holders of shares of IMC 7.50% preferred stock will receive one share of 7.50% mandatory convertible preferred stock of Newco, referred to as the Newco 7.50% preferred stock, for each share of IMC 7.50% preferred stock that they own. The terms of the Newco 7.50% preferred stock will be identical to the terms of the IMC 7.50% preferred stock, except that the holders of Newco 7.50% preferred stock will have the right to vote on all matters to be voted upon by the holders of Newco’s common stock. Currently, holders of IMC 7.50% preferred stock do not have voting rights,

except in limited circumstances. See “Description of Newco’s Capital Stock” beginning on page of this proxy statement/prospectus for a more complete description of the terms of the Newco common stock and the Newco 7.50% preferred stock.

Q6: Can the number of shares of Newco common stock to be issued for each share of IMC common stock in the merger change between now and the time the merger is completed?

A6: No. The exchange ratio is a fixed ratio, which means that the number of shares of Newco common stock to be issued in exchange for each share of IMC common stock will not change if the trading price of IMC common stock changes between now and the time the merger is completed.

Q7: What will Cargill be entitled to receive as a result of the contribution?

A7: In consideration for the contribution, Cargill and its affiliates will receive:

A8: Upon completion of the transactions, IMC’s common stockholders will own 33.5% of the outstanding shares of Newco common stock, while Cargill and its affiliates will own the remaining 66.5% of the outstanding shares of Newco common stock. These percentages are calculated after giving effect to the issuance by IMC of shares of IMC common stock pursuant to a contemplated merger between a wholly owned subsidiary of IMC and Phosphate Resource Partners Limited Partnership, a majority-owned subsidiary of IMC of which a minority interest is owned by public unitholders, which merger is to be completed prior to the completion of the transactions. That merger is referred to as the PLP merger. For more information regarding the PLP merger, see “The PLP Merger” beginning on page of this proxy statement/prospectus.

A9: No. Newco is a newly incorporated company formed for the purpose of the transactions. There is no established trading market today for the Newco common stock, the Newco Class B common stock, the Newco 7.50% preferred stock or the common equity of Cargill or the Cargill Fertilizer Businesses. Newco has applied to list the Newco common stock and the Newco 7.50% preferred stock on the New York Stock Exchange and it is anticipated that such shares will be so listed when issued in connection with the merger.

Q10: Why are Cargill and its affiliates also receiving shares of Newco’s Class B common stock?

A10: The Newco 7.50% preferred stock to be issued to IMC’s preferred stockholders as part of the merger will convert into Newco common stock under the circumstances described in the certificate of designations establishing such class of stock, which is included as part of Annex D to this proxy statement/prospectus. The shares of Newco Class B common stock that will be issued to Cargill and its affiliates will convert into Newco common stock at the same time the Newco 7.50% preferred stock converts into Newco common stock, thereby preventing any dilution of Cargill’s percentage ownership of the Newco common stock. The principal differences between the Newco common stock and the Newco Class B common stock are that shares of Newco Class B common stock will be owned only by Cargill and its affiliates, will not be publicly traded and will not be entitled to dividends. See “Description of Newco’s Capital Stock” beginning on page of this proxy statement/prospectus for a more complete description of the terms of Newco’s capital stock.

Q11: Does the IMC board of directors recommend that I vote in favor of the transactions?

A11: Yes. The IMC board of directors recommends that you vote in favor of the adoption of the merger and contribution agreement.

Q12: Why is the IMC board of directors recommending that I vote in favor of the transactions?

A12: Your board of directors sees the merger as a unique strategic opportunity to combine two leading fertilizer businesses into a single, integrated and more efficient, full-service global fertilizer company better able to deliver high quality, competitively priced products and services to customers worldwide.

Q13: What are the U.S. federal income tax consequences of the merger to IMC’s common and preferred stockholders?

A13: It is anticipated that the merger will qualify for U.S. federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code, and the merger and contribution agreement provides that it is a condition of the obligation of IMC to complete the merger that it receive an opinion from Sidley Austin Brown & Wood LLP to that effect. Accordingly, it is anticipated that a U.S. holder of shares of IMC common stock or IMC 7.50% preferred stock will not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of the holder’s shares of IMC common stock or IMC 7.50% preferred stock for shares of Newco common stock or Newco 7.50% preferred stock, respectively, pursuant to the merger. Special considerations apply to non-U.S. holders. See “Material U.S. Federal Income Tax Considerations—Tax Consequences of the Transactions” beginning on page of this proxy statement/prospectus.

Q14: Are there risks I should consider in deciding whether to vote for the transactions?

A14: Yes. In evaluating the transactions, you should carefully consider the factors discussed in the section entitled “Risk Factors” beginning on page of this proxy statement/prospectus.

A15: No. Under Delaware law, neither holders of IMC common stock nor holders of IMC 7.50% preferred stock are entitled to dissenters’ or appraisal rights in connection with the proposed transactions. Accordingly, if you vote against the adoption of the merger and contribution agreement, but such agreement is nevertheless adopted, you will become a stockholder of Newco.

A16: You should determine whether you hold your shares of IMC common stock directly in your name as a registered stockholder or through a broker or other nominee, because this will determine the procedure that you must follow in order to vote. If you are a registered stockholder (that is, you hold your shares of IMC common stock in your own name and not through a broker, nominee or in some other “street name” capacity), you may vote in any of the following ways:

You may also grant your proxy by completing, signing and dating the enclosed proxy card and mailing it in the self-addressed, postage prepaid envelope that is enclosed so that your shares may be represented and voted at the special meeting.

A17: After carefully reading and considering the information contained in and incorporated by reference into this proxy statement/prospectus, you should follow one of the procedures outlined in the answer to the previous question in order either to vote your shares or grant your proxy. Even if you plan to attend the special meeting, please return the proxy card or vote your shares by telephone or over the Internet.

A18: If you do not return your proxy card, submit your vote by telephone or over the Internet or vote in person at the special meeting, it will be more difficult for IMC to obtain the necessary quorum to hold the special meeting. In addition, if you do not vote your shares, the effect will be a vote against the approval of the merger and contribution agreement and, therefore, the transactions.

Q19: Can I change my vote even after I have voted or returned my signed proxy card?

A19: Yes. You can change your vote at any time before your shares are voted at the special meeting. You can do this in any of the following ways:

If you choose either of the first two methods, your notice of revocation or your new proxy must be sent to IMC at the following address:

If your shares are held in “street name” by your broker, you should contact your broker to change your voting instructions.

Q20: What happens if I return my proxy but do not indicate my preference for or against adoption of the merger and contribution agreement?

A20: If you submit a signed proxy without specifying the manner in which you would like your shares to be voted, your shares will be voted “FOR” adoption of the merger and contribution agreement.

Q21: If my shares are held in “street name” by my broker, will my broker vote my shares for me?

A21: You should instruct your broker to vote your shares. Please check with your broker and follow the voting procedures your broker provides. Your broker will advise you whether you may submit voting instructions by telephone or over the Internet. If you do not instruct your broker, your broker will generally not have the discretion to vote your shares. Because adoption of the merger and contribution agreement requires the affirmative vote of the holders of at least a majority of the outstanding shares of IMC common stock, these so called “broker non-votes,” where the broker does not vote for or against the adoption of the merger and contribution agreement, have the same effect as votes cast against adoption of the merger and contribution agreement. Therefore, please be sure to provide voting instructions to your broker. You cannot vote shares held in street name by returning a proxy directly to IMC or voting in person at the special meeting.

A22: You must come to IMC’s headquarters offices at 100 South Saunders Road, Lake Forest, Illinois 60045 at [·]:00 [·].m., local time, on [·], 2004.

A23: No. After the merger is completed, Newco’s exchange agent will send you written instructions for exchanging your IMC stock certificates for Newco stock certificates.

A24: There will be a procedure for you to receive Newco common stock in the merger, even if you have lost one or more of your IMC common stock certificates. This procedure, however, may take time to complete. In order to ensure that you will be able to receive your Newco common shares promptly after the transactions are completed, if you cannot locate your IMC common stock certificates after looking for them carefully, please contact American Stock Transfer & Trust Company, IMC’s transfer agent, as soon as possible and follow the procedure for replacing your stock certificates. American Stock Transfer & Trust Company can be reached at 1-800-937-5449, or you can write to American Stock Transfer & Trust Company at the following address:

A25: IMC and Cargill are working to complete the transactions as soon as possible after the special meeting and after receipt of regulatory approvals and the completion of the PLP merger. For more information regarding the PLP merger, see “The PLP Merger” beginning on page of this proxy statement/prospectus. IMC hopes to complete the transactions in the summer of 2004.

Q26: Who can answer questions I may have about the special meeting or the transactions?

A26: If you have questions about the special meeting or the transactions, please contact David A. Prichard, IMC’s Vice President, Investor and Corporate Relations, at 847-739-1810.

Structure of the Transactions—Set forth below are diagrams that illustrate the transactions and the structure of Newco following the transactions:

This summary highlights selected information from this proxy statement/prospectus and may not contain all of the information that is important to you. You should carefully read this entire document, including the annexes and the other documents to which this document refers for a more complete understanding of the merger and contribution agreement, the merger and the other related transactions. In addition, important business and financial information about IMC has been incorporated by reference into this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page of this proxy statement/prospectus.

This summary and the balance of this proxy statement/prospectus contain forward-looking statements about events that are not certain to occur as described or at all, and you should not place undue reliance on those statements. Please carefully read “Cautionary Statement Regarding Forward-Looking Statements” beginning on page of this proxy statement/prospectus.

IMC, a Delaware corporation incorporated in 1987, is one of the world’s leading producers and distributors of crop nutrients to the domestic and international agricultural communities, and one of the foremost manufacturers and distributors of animal feed ingredients worldwide. IMC mines, processes and distributes potash in the United States and Canada and is the majority joint venture partner in IMC Phosphates Company, a leading producer, marketer and distributor of phosphate crop nutrients and animal feed ingredients.

IMC’s current operational structure consists of two continuing operating business units which correspond to its major product lines and reportable business segments: IMC PhosFeed and IMC Potash. IMC PhosFeed is a leading United States miner of phosphate rock, one of the primary raw materials used in the production of concentrated phosphates, as well as a leading United States producer of concentrated phosphates. IMC Potash mines, processes and distributes potash in the United States and Canada. IMC’s continuing operations are located in North America.

Shares of IMC common stock are listed on the New York Stock Exchange and the Chicago Stock Exchange under the symbol “IGL.” In addition, shares of IMC 7.50% preferred stock are also listed on the New York Stock Exchange under the symbol “IGLPRM.”

Cargill, Incorporated is an international provider of food, agricultural and risk management products and services. With 101,000 employees in 60 countries, the company is committed to using its knowledge and experience to collaborate with customers to help them succeed.

Newco is a Delaware corporation which was formed under the name Global Nutrition Solutions, Inc. on January 23, 2004 for the purpose of effecting the combination of IMC’s businesses with the Cargill Fertilizer Businesses. Prior to consummating the transactions, Newco’s corporate name is expected to be changed to a name that has yet to be determined. Newco is currently owned 66.5% by Cargill and 33.5% by IMC. Upon completion of the transactions, it is expected that shares of Newco common stock and Newco 7.50% preferred stock will be listed on the New York Stock Exchange. To date, Newco has not conducted any activities other than those incident to its formation, the execution of the merger and contribution agreement and the preparation of this document.

GNS Acquisition Corp. is a Delaware corporation which was formed on January 23, 2004 for the sole purpose of effecting the merger. GNS Acquisition Corp. is a wholly owned subsidiary of Newco. To date, it has not conducted any activities other than those incident to its formation, the execution of the merger and contribution agreement and the preparation of this document.

IMC will hold a special meeting of its common stockholders on [·], [·], 2004 at [·]:00 [·].m. (local time) at IMC’s headquarters offices, 100 South Saunders Road, Lake Forest, Illinois 60045. At the special meeting, IMC’s common stockholders will be asked to vote upon the adoption of the merger and contribution agreement.

IMC common stockholders of record at the close of business on [·], 2004, the record date fixed by the IMC board of directors for the special meeting, are entitled to notice of, and to vote at, the special meeting. Approval and adoption of the merger and contribution agreement requires the affirmative vote of the holders of at least a majority of the shares of IMC common stock outstanding as of the record date. Holders of shares of IMC 7.50% preferred stock do not have voting rights, except in limited circumstances. Accordingly, IMC’s preferred stockholders will not vote at the special meeting on the approval and adoption of the merger and contribution agreement.

As of the close of business on the record date, there were [·] shares of IMC common stock outstanding and entitled to vote. On the record date, directors and executive officers of IMC and their affiliates owned approximately [·] shares of IMC common stock, or approximately [·]% of the shares of IMC common stock outstanding on that date. Although none of the members of the IMC board of directors or its executive officers have executed voting agreements, to IMC’s knowledge, the directors and executive officers of IMC intend to vote their shares of IMC common stock in favor of the adoption of the merger and contribution agreement.

Cargill’s stockholders are not required to adopt the merger and contribution agreement.

Pursuant to the merger and contribution agreement, GNS Acquisition Corp., a direct wholly owned subsidiary of Newco, will merge with and into IMC, with IMC as the surviving corporation. As a result of the merger, IMC will become a wholly owned subsidiary of Newco. In addition, pursuant to the merger and contribution agreement, Cargill, Cargill Fertilizer, Inc., a Delaware corporation and referred to as CFI, and

certain of their subsidiaries, will contribute to Newco equity interests in entities (referred to as the contributed subsidiaries) owning all or substantially all of the assets, liabilities and obligations of the Cargill Fertilizer Businesses (excluding any tradenames and trademarks that incorporate the word “Cargill”).

The IMC board of directors has determined that the merger and contribution agreement and the transactions, including the merger, are advisable and in the best interests of IMC and its stockholders. The IMC board of directors has approved the merger and contribution agreement and the transactions and recommends that you vote “FOR” adoption of the merger and contribution agreement.

Goldman Sachs delivered its opinion to the IMC board of directors that, as of January 26, 2004 and based upon and subject to the factors and assumptions set forth therein and based upon such other matters that Goldman Sachs considered relevant, the exchange ratio of one share of IMC common stock for every one share of Newco common stock in the merger, relative to the number of shares of Newco common stock and Newco Class B common stock to be issued by Newco to Cargill and its subsidiaries in exchange for the contribution, pursuant to the merger and contribution agreement is fair from a financial point of view to the holders of the outstanding shares of IMC common stock.

The full text of the written opinion of Goldman Sachs, dated January 26, 2004, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex F to this proxy statement/prospectus. You should read the opinion in its entirety. Goldman Sachs provided its opinion for the information and assistance of the IMC board of directors in connection with its consideration of the transactions. Goldman Sachs’ opinion is not a recommendation as to how any holder of shares of IMC common stock should vote with respect to the transactions. IMC agreed to pay Goldman Sachs a transaction fee, which will become payable upon completion of the transactions.

Interests of IMC’s Directors and Executive Officers in the Transactions (Page [·])

IMC’s directors and executive officers have certain interests in the transactions that may be different from, or in addition to, those of IMC’s stockholders generally, which may have influenced them in approving and recommending the merger and contribution agreement. You should be aware of these interests when considering the recommendation of the IMC board of directors that you vote to approve the merger and contribution agreement. These interests include:

By voting in favor of adoption of the merger and contribution agreement, you will be choosing to become a Newco common stockholder. The proposed transactions and the future performance of Newco common stock involve a number of risks, some of which could be substantial and many of which are inherent in IMC’s business and/or the Cargill Fertilizer Businesses on a stand-alone basis. This proxy statement/prospectus contains a summary of some of those risks in the section entitled “Risk Factors” and, before you vote for adoption of the merger and contribution agreement, you should carefully consider those risks, in addition to the other information contained in or incorporated by reference into this proxy statement/prospectus, including the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page of this proxy statement/prospectus.

This proxy statement/prospectus provides a summary of the material terms of the merger and contribution agreement. However, the summary does not purport to describe all the terms of the merger and contribution agreement and is qualified in its entirety by reference to the complete text of the merger and contribution agreement, which is incorporated by reference and attached to this proxy statement/prospectus as Annex A. You are urged to read carefully the merger and contribution agreement in its entirety because the summary may not contain all the information that is important to you.

The parties’ respective obligations to complete the transactions are subject to the prior satisfaction or waiver of various conditions. The following conditions, among others, must be satisfied or waived before each of the parties is obligated to complete the transactions:

In addition, individually, the respective obligations of IMC, on the one hand, and Cargill and CFI, on the other hand, to effect the transactions are subject to the prior satisfaction or waiver of the following conditions:

IMC’s obligation to complete the transactions is also subject to the following additional conditions:

Cargill and CFI’s respective obligations to complete the transactions are also subject to the following additional conditions:

The merger and contribution agreement may be terminated by mutual written consent of Cargill and IMC, or by either Cargill or IMC, under any of the following circumstances, at any time before the completion of the transactions, whether before or after the special meeting, as summarized below:

In addition, the merger and contribution agreement may also be terminated by IMC if:

Cargill and IMC have each agreed to pay a termination fee of $30 million to the other company if the merger and contribution agreement is terminated in the circumstances described in “The Merger and Contribution Agreement—Payment of Fees and Expenses.”

The merger and contribution agreement generally prohibits Cargill (with respect to the Cargill Fertilizer Businesses) and IMC, as well as their officers, directors and employees and any of their advisors, agents or representatives, from taking any action to solicit a takeover proposal or participating in discussions or negotiations, or furnishing information to a third party in connection with or in furtherance of, a takeover proposal. The merger and contribution agreement does not, however, prohibit IMC from considering, and potentially recommending, a superior proposal, provided that the IMC board of directors determines in good faith, after consulting with outside legal counsel, that failure to take any of those actions would be a violation of its fiduciary duties under applicable law.

It is anticipated that the merger will qualify for U.S. federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code, and the merger and contribution agreement provides that it is a condition of the obligation of IMC to complete the merger that it receive an opinion from Sidley Austin Brown & Wood LLP to that effect. Accordingly, it is anticipated that a U.S. holder of shares of IMC common stock or IMC 7.50% preferred stock will not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of the holder’s shares of IMC common stock or IMC 7.50% preferred stock for shares of Newco common stock or Newco 7.50% preferred stock, respectively, pursuant to the merger. Special considerations apply to non-U.S. holders.

Under the HSR Act and the rules promulgated under it by the U.S. Federal Trade Commission, referred to as the FTC, the transactions cannot be completed until notifications have been given and certain information has been furnished to the FTC and the Antitrust Division of the U.S. Department of Justice, referred to as the Antitrust Division, and the specified waiting periods have expired or been terminated. Cargill and IMC filed notification and report forms under the HSR Act with the FTC and the Antitrust Division on January 30, 2004. On March 1, 2004, IMC and Cargill received a request for additional information from the Antitrust Division pertaining to the transactions. The companies are working with the Antitrust Division and responding promptly to the request for additional information. The additional information requested will supplement information already provided to the Antitrust Division in the original HSR filings and subsequent voluntary submissions.

Completion of the transactions is also conditioned upon the receipt of consents, orders, approvals or clearances, as required, under the antitrust laws of Austria, Brazil, Canada, China, Germany, Italy, Korea and other potential countries and those other regulatory authorities where the failure to obtain those approvals would have a material adverse effect on Newco after completion of the transactions.

IMC stockholders are not entitled to exercise dissenters’ or appraisal rights as a result of the transactions.

Within five business days after the transactions are completed, the exchange agent for the merger, to be selected by Newco prior to closing, will mail to IMC stockholders a letter of transmittal and instructions for surrendering their IMC stock certificates in exchange for Newco stock certificates. When you deliver your IMC stock certificates to the exchange agent along with a properly executed letter of transmittal and any other required documents, your IMC stock certificates will be cancelled and you will receive a certificate or certificates representing that number of shares of Newco stock that you are entitled to receive pursuant to the merger and contribution agreement.

You should not submit your IMC stock certificates for exchange until you have received the letter of transmittal and instructions referred to above.

Pursuant to the investor rights agreement, Cargill has agreed, among other things, not to sell any shares of Newco voting stock to any person who is not an affiliate of Cargill for a period of three years from the effective date of the transactions, subject to limited exceptions. The investor rights agreement also restricts Cargill and its affiliates from acquiring additional shares of Newco common stock from Newco’s public stockholders and taking other specified actions as a stockholder of Newco. These restrictions will expire on the fourth anniversary of the completion date of the transactions. The investor rights agreement also requires during such four-year time period, referred to as the standstill period, that Cargill vote its shares of Newco common stock for the slate of director nominees recommended by the Newco board of directors, and that Cargill cause its nominees on the Newco board of directors to recommend the four directors designated by IMC.

The investor rights agreement and registration rights agreement are attached as Annexes B and C, respectively, to this proxy statement/prospectus. The rights and obligations of the parties to those agreements are governed by the express terms and conditions of those agreements and not this summary or any other information contained in this proxy statement/prospectus.

Upon completion of the transactions, Fredric W. Corrigan will serve as the Chief Executive Officer and President of Newco and Robert L. Lumpkins will serve as the Chairman of the board of directors of Newco. Newco has not yet selected its other executive officers, but intends to do so prior to the special meeting.

The restated certificate of incorporation and the amended and restated bylaws of Newco, which will be adopted prior to the completion of the transactions, provide that the Newco board of directors will consist of eleven members and be divided into three classes of directors with each class serving a staggered three-year term. During the standstill period, Cargill will have the right to designate seven nominees and IMC will have the right to designate four nominees to the Newco board of directors. Cargill has designated Mr. Corrigan and Mr. Lumpkins to serve as directors of Newco and IMC has designated Mr. Pertz to serve as a director of Newco. Cargill and IMC have not yet selected the other directors who will be designated to serve on the Newco board of directors, but intend to do so prior to the special meeting.

Following completion of the transactions, the stockholders of IMC will become stockholders of Newco and their rights as stockholders will be governed by the Newco certificate of incorporation, the Newco bylaws and the laws of the State of Delaware.

In connection with the transactions, two purported class action lawsuits, which have been consolidated into a single lawsuit, have been filed against IMC and the members of the IMC board of directors. Cargill is also a defendant in the consolidated lawsuit.

Shares of IMC common stock are listed on the New York Stock Exchange under the symbol “IGL.” The following are the closing per share sales price of IMC common stock on the New York Stock Exchange on January 26, 2004, the last full trading day prior to the public announcement of signing of the merger and contribution agreement, and on [·], 2004, the latest practicable trading day before the printing of this proxy statement/prospectus:

Cargill is providing the following financial information to assist you in your analysis of the financial aspects of the transactions. Cargill derived its annual historical financial information from the audited consolidated financial statements of the Cargill Fertilizer Businesses as of May 31, 2003 and 2002 and for each of the years in the three-year period ended May 31, 2003, and from the unaudited consolidated financial statements of the Cargill Fertilizer Businesses as of and for the six months ended November 30, 2003 and 2002, and as of May 31, 2001, 2000 and 1999 and for each of the years in the two-year period ended May 31, 2000.

The following table summarizes selected historical consolidated financial data of the Cargill Fertilizer Businesses, and should be read in conjunction with the consolidated financial statements of the Cargill Fertilizer Businesses and the notes thereto contained in this proxy statement/prospectus and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Cargill Fertilizer Businesses” beginning on page of this proxy statement/prospectus. The historical results included below and elsewhere in this document are not indicative of the future performance of the Cargill Fertilizer Businesses or Newco.

IMC is providing the following financial information to assist you in your analysis of the financial aspects of the transactions. IMC derived its annual historical financial information from the audited consolidated financial statements of IMC as of and for each of the years ended December 31, 1999 through 2003.

The following table summarizes selected historical consolidated financial data of IMC, and should be read in conjunction with IMC’s audited consolidated financial statements and notes thereto and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” which are part of IMC’s Annual Report on Form 10-K for the year ended December 31, 2003, which is incorporated into this document by reference, as well as other information that IMC has filed with the SEC. The historical results included below and elsewhere in this document are not indicative of the future performance of IMC or Newco.

To assist you in your analysis of the financial aspects of the transactions, Newco has prepared unaudited pro forma combined condensed financial statements that combine the historical consolidated balance sheets and statements of operations of the Cargill Fertilizer Businesses and IMC, giving effect to the transactions using the purchase method of accounting.

The unaudited pro forma combined condensed financial statements and related notes thereto are included in “Unaudited Pro Forma Combined Condensed Financial Data” on pages to of this proxy statement/prospectus.

The following selected unaudited pro forma combined financial data summarizes selected information from such unaudited pro forma combined condensed financial statements and has been derived from and should be read together with the “Unaudited Pro Forma Combined Condensed Financial Data” and related notes thereto and the historical financial statements and related notes of IMC and the Cargill Fertilizer Businesses included or incorporated by reference in this document.

The unaudited pro forma combined condensed statement of operations data assumes the transactions were effected on June 1, 2002. The unaudited pro forma combined condensed balance sheet data gives effect to the transactions as if they had occurred on November 30, 2003.

This unaudited pro forma combined condensed financial information is provided for illustrative purposes only. This unaudited pro forma combined condensed financial data is not necessarily indicative of the results of operations or financial position that would have been achieved if the businesses had been combined during the periods presented, or the results of operations or financial position that Newco will experience after the transactions are completed.

The proposed transactions and the future performance of Newco common stock involve a number of risks, some of which could be substantial and many of which are inherent in IMC’s business and/or the Cargill Fertilizer Businesses on a stand-alone basis. By voting in favor of adoption of the merger and contribution agreement, you will be choosing to become a Newco common stockholder. Before you vote for adoption of the merger and contribution agreement, you should carefully consider the risks described below in addition to the other information contained in or incorporated by reference into this proxy statement/prospectus, including the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page of this proxy statement/prospectus. The risks and uncertainties described below and elsewhere in this proxy statement/prospectus are not the only ones facing the transactions and Newco. Additional risks and uncertainties not presently known to either IMC or Cargill or that are now believed to be immaterial may also impair Newco’s business or the anticipated results of the transactions.

No market currently exists for the Newco common stock, and the market value of the Newco common stock after the completion of the transactions could be less than the market value of the IMC common stock before the transactions.

Upon completion of the transactions, each outstanding share of IMC common stock will be converted into the right to receive one share of Newco common stock. The 1:1 conversion ratio is fixed, and there will be no adjustment for changes in the market price of the IMC common stock prior to completion of the transactions. Accordingly, the value of the stock consideration to be received by you upon completion of the transactions will depend upon the market price of the Newco common stock at the time of the merger.

The shares of Newco common stock to be issued to you will not trade publicly until the completion of the transactions. As a result, at the time of the special meeting, you will not know the market value of the Newco common stock that you will receive upon completion of the transactions. It is impossible to predict accurately the market price of the Newco common stock following the transactions. It is possible that your shares of IMC common stock may have a greater market value than the shares of Newco common stock for which they are exchanged. For that reason, the market price of IMC common stock on the date of the special meeting may not be indicative of the market price of Newco common stock after the transactions are completed.

The anticipated operational cost savings resulting from combining IMC’s business with the Cargill Fertilizer Businesses may not be realized.

IMC and Cargill estimate that the transactions will result in Newco realizing operational cost savings of approximately $145 million on an annualized, pre-tax basis by the end of the third year following completion of the transactions. These operational cost savings estimates are based on a number of assumptions, including that Newco will be able to implement cost saving programs, such as personnel reductions, consolidation of mining, manufacturing, purchasing, transportation and logistics activities and elimination of duplicative overhead costs. In addition, the operational cost savings assume that the integration of the operations of IMC and the Cargill Fertilizer Businesses will be successful. There is no assurance that these savings will be realized within the time periods contemplated or even that they will be realized at all. Failure to successfully implement cost saving programs or to successfully integrate the operations of IMC and the Cargill Fertilizer Businesses on a timely basis will result in lower than expected cost savings in connection with the transactions and could have a material adverse effect on the operating results of Newco.

The integration of IMC and the Cargill Fertilizer Businesses following the transactions may be difficult and costly, which may result in Newco not operating as effectively as expected or in a failure to achieve the anticipated benefits of the transactions.

The success of the transactions will depend, in part, on the ability of Newco to successfully integrate the businesses of IMC and the Cargill Fertilizer Businesses and realize anticipated synergies and cost savings. Before

the transactions, IMC and the Cargill Fertilizer Businesses operated independently, each with their own products, services, customers, employees, culture and systems.

Newco may face difficulties, added costs and delays in integrating the business of IMC and the Cargill Fertilizer Businesses, including:

Any one or all of these factors, or currently unanticipated factors, may cause increased operating costs, worse than anticipated financial performance or the loss of customers and employees. Many of these factors are also outside the control of Newco. The failure to timely and efficiently integrate the business of IMC and the Cargill Fertilizer Businesses could have a material adverse effect on the business, financial condition and operating results of Newco.

Significant transaction and integration costs will be incurred in connection with the transactions.

IMC and Cargill expect to incur fees and other expenses related to the transactions of approximately $[·] million, including investment banking fees, legal and accounting fees, filing fees, proxy soliciting fees, regulatory fees and severance and employee benefit expenses. A portion of these transaction costs, estimated to be approximately $[·] million, will be incurred regardless of whether the transactions are completed. Furthermore, IMC and Cargill expect to incur significant costs associated with combining IMC’s business with the Cargill Fertilizer Businesses. However, it is difficult to predict the specific amount of those costs before the integration process begins. While it is expected that significant cost savings will result from the transactions, the anticipated cost savings may not offset these costs.

In addition, if the transactions are terminated under specified circumstances (generally involving a breach of obligations or third party acquisition proposals), IMC may be required to pay Cargill, or Cargill may be required to pay IMC, a termination fee under the merger and contribution agreement in the amount of $30 million. See

“The Merger and Contribution Agreement—Payment of Fees and Expenses” on page of this proxy statement/prospectus for a discussion of these fees and expenses.

The completion of the transactions is subject to the receipt of consents and approvals from governmental entities that could delay completion of the transactions, result in the imposition of conditions that could have a material adverse effect on Newco or cause IMC and Cargill to abandon the transactions.

Completion of the transactions is conditioned upon the expiration or termination of the applicable waiting period under the HSR Act, and the receipt of consents, orders, approvals or clearances, as required, under the antitrust laws of Austria, Brazil, Canada, China, Germany, Italy, Korea and potentially other countries and those other regulatory authorities where the failure to obtain those approvals would have a material adverse effect on Newco after completion of the transactions. The Antitrust Division has requested that IMC and Cargill furnish it with additional information in connection with its HSR Act review. Although IMC and Cargill are working diligently to furnish the additional requested information to the Antitrust Division, it is possible that approval under the HSR Act will not have been received by the date of the special meeting, which could delay completion of the transactions for a significant period of time after IMC’s common stockholders have approved the transactions. Any delay in the completion of the transactions could diminish the anticipated benefits of the transactions or result in additional transaction costs, loss of revenue or other effects associated with uncertainty about the transactions.

In addition, it is possible that, among other things, restrictions on the combined operations of Newco, including divestitures, may be sought by governmental authorities, either as a condition to obtaining the required regulatory approvals or after completion of the transactions. Acceptance or imposition of any such divestiture requests or other restrictions on operations could diminish the benefits of the transactions and result in additional transaction costs, loss of revenue or other effects associated with restricting business operations. Alternatively, rejection of any such restrictions could result in delay in the completion of the transactions, litigation in defense of the transactions, abandonment of the transactions or reversal of some aspects of the transactions.

No assurance can be given that the required regulatory approvals will be obtained or that the terms, conditions and timing of those approvals, if received, will satisfy the closing conditions contained in the merger and contribution agreement.

Consents to the transactions under the documents governing IMC’s indebtedness, to the extent required, may not be obtained or may not be obtainable without difficulty and expense.

IMC must obtain the consent of the lenders under the agreement governing its senior credit facilities prior to completion of the transactions. While IMC intends to seek the consent of such lenders and anticipates that it will receive their consent, there can be no assurance that their consent will be obtained. As of March 29, 2004, IMC had $252.3 million of indebtedness outstanding under its senior credit facilities that would be subject to acceleration in the event of a change of control of IMC without prior approval of the lenders thereunder.

The indentures relating to IMC’s outstanding 10.875% senior notes due 2008, 11.250% senior notes due 2011 and 10.875% senior notes due 2013, referred to collectively as the IMC senior notes, contain a covenant which requires the consent of the holders of the IMC senior notes to a merger involving IMC unless certain financial tests are met immediately following that merger. IMC is evaluating whether the consent of the holders of the IMC senior notes will be required to consummate the merger, which will depend in part on the financial results of IMC between now and the date of the completion of the transactions and the manner in which the Cargill Fertilizer Businesses are contributed to Newco and its subsidiaries or affiliates. If the financial results of IMC or the structure of the contribution of the Cargill Fertilizer Businesses do not eliminate the need for consent, IMC will need to seek consent of the holders of the IMC senior notes or consider other arrangements with respect to the IMC senior notes. If consent is ultimately determined to be required, IMC may not be able to obtain, or may experience difficulty and expense in obtaining, the required consent.

Completion of the PLP merger is a condition to the closing of the transactions, which is not certain to occur.

The completion of the PLP merger, in which a wholly owned subsidiary of IMC will be merged with and into Phosphate Resource Partners Limited Partnership, a publicly traded Delaware limited partnership controlled by IMC and referred to as PLP, is a condition to Cargill’s obligation to complete the transactions. PLP is owned indirectly by IMC through PRP-GP LLC, the administrative managing general partner of PLP and a wholly owned subsidiary of IMC, which owns a 51.58% interest in PLP, and FMRP Inc., the special general partner of PLP and a wholly owned subsidiary of IMC, which owns a .02% interest in PLP. The remaining interests in PLP are publicly owned units representing limited partner interests and are traded on the New York Stock Exchange. The completion of the PLP merger is itself subject to a number of conditions, including that the PLP merger be approved by the requisite vote of the partners of PLP. As discussed in greater detail in “The PLP Merger” beginning on page of this proxy statement/prospectus, IMC believes that, through its subsidiaries and the irrevocable proxy granted to IMC by certain PLP unitholders, it alone has the requisite vote to approve the PLP merger. However, there can be no assurance that the other conditions to the PLP merger will be satisfied and that the PLP merger will be completed. If the PLP merger is not completed at the time that IMC and Cargill are otherwise ready to complete the transactions, Cargill would not be obligated to close the transactions. Furthermore, the merger and contribution agreement may be terminated by IMC or Cargill if, by October 31, 2004, the PLP merger and the transactions have not been completed.

Potential litigation challenging the transactions may delay or block the transactions.

Two lawsuits, each filed on behalf of a purported class of IMC’s common stockholders, have been filed seeking to, among other things, enjoin the transactions. In addition, four purported class action lawsuits have been filed by PLP unitholders which seek to, among other things, enjoin the PLP merger, the completion of which is a condition to the closing of the transactions. See “The Transactions—Stockholder Litigation Relating to the Transactions” beginning on page of this proxy statement/prospectus and “The PLP Merger—Unitholder Litigation Relating to the PLP Merger” beginning on page of this proxy statement/prospectus for more information regarding these lawsuits. IMC and Cargill believe that the lawsuits are without merit and intend to defend vigorously against them. Nonetheless, an unfavorable outcome to any of this litigation could result in the payment of damages by IMC or impact the ability of IMC to complete the PLP merger or the transactions.

Uncertainties associated with the transactions may result in a loss of customers.

Some customers of IMC or the Cargill Fertilizer Businesses may seek alternative sources of products and/or services after the announcement of the transactions due to, among other reasons, a desire not to do business with Newco or perceived concerns that Newco may not continue to support and develop certain product lines. Difficulties in combining operations also could result in potential disputes or litigation with customers or others. There can be no assurance that any steps by management of Newco to counter such potential increased customer attrition will be effective. Failure by management of Newco to control attrition could have a material adverse effect on Newco’s business, financial condition and operating results after the completion of the transactions.

Newco’s success will depend on key personnel, the loss of whom could harm its business.

The success of Newco after the completion of the transactions will depend in part on the retention of personnel critical to the business and operations of Newco. Newco may enter into employment agreements with key employees of IMC and Cargill that will be effective upon completion of the transactions. However, competition for qualified personnel can be very intense. In addition, key employees may depart because of issues relating to uncertainty and difficulty of integration or a desire not to remain with Newco. Accordingly, Newco may be unable to retain IMC or Cargill personnel that are critical to its success, resulting in disruption of operations, loss of key information, expertise or know-how, unanticipated additional recruitment and training costs and otherwise diminishing the anticipated benefits of the transactions, all of which could adversely affect Newco’s ability to conduct its business efficiently and effectively.

IMC may waive one or more of the conditions to the transactions that is important to you without the approval of IMC’s common stockholders.

Each of the conditions to IMC’s obligations to complete the transactions may be waived, in whole or in part, to the extent permitted by applicable law. See “The Merger and Contribution Agreement—Conditions to the Transactions” beginning on page of this proxy statement/prospectus for a summary of the conditions to IMC’s obligation to complete the transactions. The IMC board of directors will evaluate the materiality of any waiver to determine whether amendment of this proxy statement/prospectus and resolicitation of proxies is necessary. In the event that IMC’s board of directors determines that any waiver is not significant enough to require resolicitation of IMC’s common stockholders, it will have the discretion to complete the transactions without seeking further approval of IMC’s common stockholders. Because some of the conditions may not be satisfied prior to the date of the special meeting, there is a risk that the IMC board of directors may waive a condition that is important to you without approval of IMC’s common stockholders.

IMC’s directors and executive officers have interests in the transactions that may be different from, or in addition to, the interests of IMC stockholders generally, and these interests may have influenced their decision to approve and recommend the merger and contribution agreement.

For more information about these interests, please see “The Transactions—Interests of IMC’s Directors and Executive Officers in the Transactions” beginning on page of this proxy statement/prospectus.

Cargill’s status as a significant Newco stockholder and its representation on the Newco board of directors may create conflicts of interest with Newco’s other stockholders and could cause Newco to take actions that Newco’s other stockholders do not support.

Upon completion of the transactions, Cargill and its affiliates will own 66.5% of the outstanding shares of Newco common stock. In addition, seven Cargill nominees will be members of the 11-member Newco board of directors. Accordingly, Cargill will effectively control the strategic direction and significant corporate transactions of Newco, and its interests in these matters may conflict with other stockholders of Newco. As a result, Cargill could cause Newco to take actions that other Newco stockholders do not support.

While IMC has the right to designate four director nominees for the Newco board of directors and the investor rights agreement restricts Cargill from taking certain actions as a stockholder of Newco, which rights and restrictions may lessen the risks described in the previous paragraph, these rights and restrictions will expire on the four year anniversary of the completion date of the transactions. See “Agreements between Newco and Cargill—Investor Rights Agreement” beginning on page of this proxy statement/prospectus for a more detailed description of the investor rights agreement.

Cargill’s significant ownership interest in Newco and Newco’s classified board of directors and other anti-takeover provisions could deter an acquisition proposal for Newco that stockholders may consider favorable.

As the owner of a majority of the shares of Newco common stock, a third party will not be able to acquire control of Newco without Cargill’s consent. In addition, Newco will have a classified board of directors and other takeover defenses in its certificate of incorporation and bylaws. Cargill’s ownership interest in Newco and these other anti-takeover provisions could discourage acquisition proposals for Newco and could delay or prevent a change of control of Newco. These deterrents could adversely affect the price of Newco common stock and make it very difficult to remove or replace members of the board of directors or management of Newco without the cooperation of Cargill.

Newco’s stockholders may be adversely affected by the expiration of the standstill and transfer restrictions in the investor rights agreement, which would enable Cargill to, among other things, transfer all or a significant percentage of its Newco common stock to a third party, increase its ownership percentage of the Newco common stock above 66.5% or seek additional representation on the Newco board of directors.

The standstill provision in the investor rights agreement restricts Cargill and its affiliates from acquiring additional shares of Newco common stock from Newco’s public stockholders and taking other specified actions as a stockholder of Newco. These restrictions will expire on the fourth anniversary of the completion date of the transactions. Following the expiration of the standstill period, Cargill will be free to increase its ownership interest in Newco common stock, including, if it desires, purchasing all of the shares of Newco common stock it does not then own. Purchases of additional shares of Newco common stock by Cargill could result in lower trading volumes for Newco common stock and make it difficult for you to sell your shares of Newco common stock.

In addition, the investor rights agreement prohibits Cargill from transferring or selling its shares of Newco common stock, other than to an affiliate of Cargill, for three years following the completion of the transactions. Once this transfer restriction is terminated, Cargill will be permitted to sell its shares of Newco common stock on the open market, in privately negotiated transactions or otherwise. Cargill’s sale or transfer of a significant number of shares of Newco common stock could create a decline in the price of shares of Newco common stock. Furthermore, if Cargill’s sales or transfers were made to a single buyer or group of buyers, it could result in a third party acquiring effective control of Newco.

The investor rights agreement also requires that Cargill vote its shares of Newco common stock for the slate of director nominees recommended by the Newco board of directors, and that Cargill cause its nominees on the Newco board of directors to recommend the four directors designated by IMC. These requirements expire at the end of the standstill period. After the standstill period, Cargill will be free to seek to increase its representation on the Newco board of directors above seven members. This action could further increase Cargill’s control over Newco and deter or delay an acquisition of Newco.

Failure to complete the transactions could negatively impact IMC’s future operations and cause the IMC common stock price to decline.

If the transactions are not completed for any reason, IMC may be subject to a number of consequences that may adversely affect its business and results of operations and cause its stock price to decrease, including the following:

Risks Related to IMC’s Indebtedness Following Completion of the Transactions

IMC’s substantial indebtedness could adversely affect Newco’s and/or IMC’s financial health and prevent IMC from fulfilling its obligations under its outstanding indebtedness.

As of March 29, 2004, IMC had outstanding indebtedness of approximately $2.1 billion. IMC’s substantial indebtedness could have important consequences for Newco. For example, it could:

Although it is anticipated that, following completion of the transactions, Newco will seek to reduce the amount of IMC’s indebtedness, it is possible that Newco and its subsidiaries may incur additional indebtedness in the future. The terms of IMC’s credit facilities and other agreements governing IMC’s indebtedness allow IMC to incur additional debt subject to certain limitations. See “—The agreements governing IMC’s indebtedness place substantial limitations on its ability to incur additional indebtedness.” If new debt is added to current debt levels, the related risks described above could intensify. While Newco expects to be able to raise debt financing on more favorable terms than those currently available to IMC, if such debt financing is not available when required or is not available on acceptable terms, Newco and its subsidiaries may be unable to grow their business, take advantage of business opportunities, respond to competitive pressures or refinance maturing debt, any of which could have a material adverse effect on Newco’s operating results and financial condition.

IMC will require a significant amount of cash to service its indebtedness. The ability of Newco’s subsidiaries, including IMC, to generate cash will depend on many factors beyond their control. If Newco’s subsidiaries are unable to generate a sufficient amount of cash to service IMC’s indebtedness, then IMC may be unable to fulfill its obligations under its outstanding indebtedness.

The ability of IMC to make payments on and to refinance its indebtedness, and the ability of Newco’s subsidiaries to fund planned capital expenditures and expansion efforts and any strategic acquisitions they may make in the future, if any, will depend on the ability of IMC and the other Newco subsidiaries to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive and other factors that are beyond the control of Newco and its subsidiaries.

Newco cannot assure you that the business of its subsidiaries will generate sufficient cash flow from operations in the future, that any growth in net sales and cash flow will be realized or that future borrowings or anticipated proceeds from planned divestitures, which are dependent on purchaser financing, will be available to Newco and its subsidiaries when needed or in an amount sufficient to enable them to repay IMC’s indebtedness or to fund other liquidity needs. In particular, IMC may need to refinance all or a portion of its indebtedness on or before maturity. Newco cannot assure you that it will be able to refinance any of IMC’s indebtedness on commercially reasonable terms or at all.

The agreements governing IMC’s indebtedness contain various covenants that limit its management’s discretion in the operation of its business and also require IMC to meet financial maintenance tests and other covenants, and the failure to comply with such tests and covenants could have a material adverse effect on Newco and/or IMC.

While Newco anticipates reducing or refinancing IMC’s indebtedness following the completion of the transactions, this process will take time such that the agreements governing IMC’s existing indebtedness will remain in place following the completion of the transactions. The agreements governing IMC’s indebtedness contain various covenants, including those that restrict IMC’s ability to:

IMC’s credit facilities require that IMC meet certain financial tests, including an interest expense coverage ratio test, a total leverage ratio test, a secured leverage ratio test and a collateral coverage ratio test.

During periods in which product prices or volumes, raw material prices or availability, or other conditions reflect the adverse impact of cyclical market trends or other factors (including trends and factors disclosed in the risk factors contained or incorporated herein), there can be no assurance that IMC will be able to comply with applicable financial covenants.

Consolidated EBITDA as defined in the credit agreement governing IMC’s credit facilities and referred to herein as “consolidated credit agreement adjusted EBITDA” is an adjusted EBITDA calculation that differs from net earnings as determined in accordance with generally accepted accounting principles, referred to herein as GAAP, principally because the following amounts are added back to net earnings in determining consolidated credit agreement adjusted EBITDA for purposes of the credit facilities: interest, taxes, depreciation, depletion, amortization, minority interests, the cumulative non-cash effect of changes in accounting principles, other non-cash adjustments to operating earnings that do not represent an accrual of or reserve for cash expenditures in future periods, and non-recurring or other charges not included in consolidated operating earnings that are not cash and do not represent an accrual or reserve for cash expenditures in future periods. The calculation of consolidated credit agreement adjusted EBITDA may also require other adjustments during some periods. This discussion of consolidated credit agreement adjusted EBITDA is included in this document because it is an important component used in various contexts under IMC’s credit facilities, including determining IMC’s compliance with the covenants under the credit facilities. Consolidated credit agreement adjusted EBITDA is not necessarily comparable to the term EBITDA as referred to by other companies or to similarly titled measures used by IMC in other agreements (including the indentures governing the IMC senior notes) or in IMC’s public disclosures because such measures may be calculated using different adjustments to net earnings than those required by IMC’s credit facilities.

The interest expense coverage ratio is the ratio of consolidated credit agreement adjusted EBITDA to consolidated interest expense (as defined in the credit agreement governing IMC’s credit facilities), and such

ratio is required to equal or exceed the following ratios for the four consecutive fiscal quarters ended on any date during any period set forth below: (i) 1.70 to 1.00 for the period of January 1, 2004 to and including December 31, 2004, and (ii) 2.50 to 1.00 after December 31, 2004. For the four fiscal quarters ended December 31, 2003, IMC’s interest expense coverage ratio was 1.62 to 1.00.

The total leverage ratio is the ratio of total indebtedness to consolidated credit agreement adjusted EBITDA (each as defined in the credit agreement governing IMC’s credit facilities) for the preceding four fiscal quarters, and such ratio is required be equal to or less than the ratios set forth below as of the last day of any fiscal quarter ending during any period set forth below: (i) 6.50 to 1.00 for the period of January 1, 2004 to and including December 31, 2004, and (ii) 4.00 to 1.00 after December 31, 2004. For the four fiscal quarters ended December 31, 2003, IMC’s total leverage ratio was 6.75 to 1.00.

The secured leverage ratio is the ratio of the total principal amount of the loans under the credit facilities to consolidated credit agreement adjusted EBITDA (each as defined in the credit agreement governing IMC’s credit facilities) for the preceding four fiscal quarters, and as of the period ended March 31, 2003 and the last day of any fiscal quarter thereafter, such ratio was required to be less than 2.00 to 1.00. For the four fiscal quarters ended December 31, 2003, IMC’s secured leverage ratio was 0.91 to 1.00.

The collateral coverage ratio is the ratio of the total value of the collateral securing IMC’s credit facilities to the sum of total principal amount of the loans under IMC’s credit facilities plus the amount of any outstanding letters of credit, and as of March 31, 2003 and any date thereafter, such ratio was required to be equal to or greater than 1.00 to 1.00. At December 31, 2003, IMC’s collateral coverage ratio was 1.69 to 1.00.

In addition, IMC’s credit facilities, which otherwise mature in May 2006, in the case of IMC’s revolving facility, and November 2006, in the case of IMC’s term loan, will mature in March 2005, if prior to that date IMC has not successfully refinanced the remaining approximately $37 million of the IMC senior notes scheduled to mature in 2005 with the proceeds from an offering of debt securities that do not mature or require any amortization or other payment prior to May 31, 2007 or with the proceeds from an offering of equity securities.

Any failure to comply with the restrictions of IMC’s credit facilities or any agreement governing IMC’s indebtedness may result in an event of default under those agreements. Such default may allow the creditors to accelerate the related debt, which acceleration may trigger cross-acceleration or cross-default provisions in other debt. In addition, lenders may be able to terminate any commitments they had made to supply IMC with further funds (including periodic rollovers of existing borrowings).

The agreements governing IMC’s indebtedness place substantial limitations on its ability to incur additional indebtedness.

IMC’s credit facilities and the indentures governing the outstanding IMC senior notes, referred to collectively as IMC’s indentures, contain financial covenants which restrict IMC’s ability to incur additional indebtedness.

In particular, under the terms of the indentures, subject to certain exceptions, IMC may not incur any additional indebtedness if, after giving effect to the incurrence of the additional indebtedness, IMC’s consolidated fixed charge coverage ratio would be less than 2.00 to 1.00. IMC’s consolidated fixed charge coverage ratio is the ratio of its consolidated EBITDA (as defined in the indentures and referred to herein as “consolidated adjusted indenture EBITDA”) for the then most recent four fiscal quarters to its consolidated fixed charges (as defined in the indentures) for such four fiscal quarters. Indebtedness that IMC is permitted to incur in accordance with the consolidated fixed charges coverage ratio test is referred to herein as “ratio debt.” Since September 30, 2003, IMC has not been able to meet the consolidated fixed charge coverage ratio test and IMC currently is unable to incur any ratio debt. IMC does not know when, if ever, it will be able to meet the consolidated fixed charges coverage ratio test and incur ratio debt.

Consolidated adjusted indenture EBITDA as it is used for purposes of IMC’s indentures is an adjusted EBITDA calculation that differs from net earnings determined in accordance with GAAP. The items that are currently excluded from IMC’s reported net earnings in determining consolidated adjusted indenture EBITDA for purposes of the indentures include: gains or losses on dispositions of assets other than in the ordinary course of business, extraordinary gains or losses, restoration to income of any contingency reserve except to the extent that provision for the reserve was made out of consolidated net earnings accrued after May 17, 2001, income or loss attributable to discontinued operations (other than the discontinued IMC Ogden, Salt and Chemicals business units), gains or losses from the cumulative effect of any change in accounting principles, and non-cash asset write-downs. In addition, income taxes, interest expense, consolidated non-cash charges less certain non-cash items that increase IMC’s consolidated net income, and fees and expenses related to any offering by IMC of its capital stock are added back to net earnings in determining consolidated adjusted indenture EBITDA. These adjustments are subject to detailed definitions in the indentures that govern how they are calculated. The calculation of consolidated adjusted indenture EBITDA may also require other adjustments during some periods. Consolidated adjusted indenture EBITDA is an important component used in various contexts in IMC’s indentures, including determining IMC’s compliance with the covenants under its indentures. Consolidated adjusted indenture EBITDA is not necessarily comparable to the term EBITDA as referred to by other companies or to similarly titled measures used by IMC in other agreements (including IMC’s credit facilities) or in IMC’s public disclosures because such measures may be calculated using different adjustments to net earnings than those required by IMC’s indentures.

IMC may not have the funds necessary to finance the change of control purchase offers required by the indentures governing the IMC senior notes, which offers will be triggered by the completion of the transactions, which may require IMC to borrow additional funds or cause IMC to be default under its indentures.

IMC’s indentures governing the IMC senior notes contain provisions requiring IMC to offer to purchase all of the outstanding IMC senior notes upon a change of control of IMC at 101% of the principal amount thereof (plus accrued and unpaid interest). The completion of the transactions will constitute a change of control of IMC under the terms of IMC’s indentures. As of March 29, 2004, $1.2 billion of IMC senior notes were outstanding and subject to the change of control purchase offer requirements. It is possible that IMC will not have sufficient funds available at the time of the change of control to make the required purchases of those notes. In such case, IMC may be required to borrow additional funds in order to make the required purchases. However, IMC may not be able to borrow those additional funds or such borrowing may not be available on terms favorable to IMC. Failure to make the required purchases after the change of control of IMC would cause IMC to be in default under IMC’s indentures, and would also constitute a default under IMC’s credit facilities.

Newco’s operating results will be highly dependent and fluctuate upon conditions in agriculture and international markets.

Newco’s operating results will be highly dependent upon conditions in the agricultural industry. The agricultural products business can be affected by a number of factors, the most important of which, for U.S. markets, are weather patterns and field conditions (particularly during periods of traditionally high crop nutrients consumption), quantities of crop nutrients imported to and exported from North America and current and projected grain inventories and prices, which are heavily influenced by U.S. exports and world-wide grain markets. U.S. governmental policies may directly or indirectly influence the number of acres planted, the level of grain inventories, the mix of crops planted or crop prices.

International market conditions may also significantly influence Newco’s operating results. The international market for crop nutrients is influenced by such factors as the relative value of the U.S. dollar and its impact upon the cost of importing crop nutrients, foreign agricultural policies, the existence of, or changes in, import or foreign currency exchange barriers in certain foreign markets, changes in the hard currency demands of

certain countries, such as those countries that were part of the former Soviet Union, and other regulatory policies of foreign governments, as well as the laws and policies of the U.S. affecting foreign trade and investment. In addition, since crop nutrients, particularly anhydrous ammonia, are used for industrial applications, industrial markets and the general economy affect crop nutrients demand and prices.

Newco’s crop nutrients and other products may be subject to price volatility resulting from periodic imbalances of supply and demand, which may cause its results of operations to fluctuate.

Historically, prices for phosphate have reflected frequent changes in supply and demand. Changes in supply result from capacity additions or reductions and from changes in inventory levels. Demand for these products is dependent, in part, on demand for crop nutrients by the global agricultural industry. Periods of high demand, high capacity utilization and increasing operating margins tend to result in new plant investment and increased production until supply exceeds demand, followed by periods of declining prices and declining capacity utilization until the cycle is repeated. To a lesser degree, there is also volatility in the price of potash. In addition, markets for Newco’s products will be affected by general economic conditions.

As a result of periodic imbalances of supply and demand, crop nutrients prices have been volatile, with significant price changes from one growing season to the next. This price volatility may cause Newco’s results of operations to fluctuate and potentially deteriorate. Crop nutrients are global commodities and can be subject to intense price competition from both domestic and foreign sources. The price at which Newco sells its phosphate crop nutrients products could fall in the event of industry oversupply conditions.

Because of a prolonged price decline, IMC suspended phosphoric acid production at its Faustina, Louisiana facility in November 1999 and suspended production at its Taft, Louisiana facility in July 1999 in response to reduced market demands and the depressed agricultural economy. In January 2001, IMC indefinitely shut down all of its remaining operations in Louisiana, reducing its phosphoric acid capacity by approximately 36%. In July 2001, IMC substantially resumed its Louisiana phosphate production. In May 2003, IMC announced that it was indefinitely shutting down its facilities in Uncle Sam and Faustina, Louisiana. In August 2003, IMC substantially resumed its Louisiana phosphate production. IMC’s Taft facility and Faustina’s phosphoric acid production facilities remain temporarily idled. The extent to which Newco utilizes available capacity at its facilities will cause fluctuations in its results of operations. Newco will incur costs for any temporary or permanent shutdowns of its facilities.

A reduction in the prices of these products and/or a reduction in Newco’s production volumes due to shutdowns will negatively impact its earnings. If industry oversupply conditions continue, the price at which Newco sells its products could decline, which would have a material adverse effect on its business, financial condition and results of operations.

Newco will be exposed to market and credit risk in its general business operations.

Newco will extend credit in the normal course of business and will enter into long-term contracts to secure the price and availability of raw materials and energy for manufacturing operations. These activities create the risk that one or more counterparties will default on obligations to Newco, which could result in financial losses, unexpected increased market exposures or higher operating costs. Poor or deteriorating economic conditions on a global, regional or industry sector level could increase the risk of counterparty default.

Newco will be subject to risks associated with its international operations, which could negatively affect its sales to customers in foreign countries as well as the operations and assets of Newco in such countries.

For the year ended December 31, 2003, IMC derived approximately 42.5% of its net sales from customers located outside of the United States. In particular, sales to China accounted for 25.5% of its international sales. For the year ended May 31, 2003, the Phosphate Production segment of the Cargill Fertilizer Businesses derived

approximately 75.1% of its net sales revenue from customers located outside of the United States. In particular, sales to China and Brazil accounted for 21.9% and 15.1% of total sales volume, respectively. As a result, Newco will be subject to numerous risks and uncertainties relating to international sales, including:

Newco will be a global business with substantial assets located outside of the United States. Newco’s operations in Brazil, Argentina, Chile, Canada, China and India will be a fundamental part of Newco’s business. Volatile economic, political and market conditions in Brazil, Argentina, Chile, China, India and other emerging market countries may have a negative impact on Newco’s operations and operating results.

Newco will be exposed to currency exchange rate fluctuations and its financial performance may be negatively or positively affected by currency fluctuations. For example, changes in exchange rates between the U.S. dollar and other currencies, particularly the Brazilian real and the Argentine peso, affect expenses that are denominated in local currencies and may have a negative impact on the value of Newco’s assets located outside of the United States.

The occurrence of any of the events above in the markets where Newco will operate or in other developing markets could jeopardize or limit Newco’s ability to transact business in those markets and could adversely affect Newco’s revenues and operating results.

The Cargill Fertilizer Businesses to be contributed to Newco may not be operated as efficiently or as profitably as when those assets were operated by Cargill prior to the contribution.

Several facilities comprising the Cargill Fertilizer Businesses historically have been operated by Cargill in close proximity to other, non-fertilizer business units of Cargill, particularly in international locations. In some countries the Cargill Fertilizer Businesses share office space, certain assets, equipment or facilities with the other, non-fertilizer business units of Cargill. In addition, Cargill shared services (e.g., tax, law, treasury, insurance, etc.) provide numerous functional services for or on behalf of the Cargill Fertilizer Businesses around the world. Because the Cargill Fertilizer Businesses will be contributed to Newco and will no longer have the same relationship with Cargill’s non-fertilizer business units, there can be no assurance that the Cargill Fertilizer Businesses will operate as efficiently or as profitably after being contributed to Newco as compared to when the Cargill Fertilizer Businesses were operated solely by Cargill. To facilitate the integration of the Cargill Fertilizer Businesses with IMC’s operations, it is contemplated that Cargill will enter into an arms-length transition services agreement with Newco whereby Cargill will provide many of the same services it provided to the Cargill Fertilizer Businesses for a period of time after the transactions. Nevertheless, as a result of the historically close relationship between Cargill and the Cargill Fertilizer Businesses, the financial information concerning the Cargill Fertilizer Businesses in this proxy statement/prospectus may not be indicative of their future results of operations, financial position or cash flows. Furthermore, it is possible that one or more international distribution locations operated by the Cargill Fertilizer Businesses prior to the transactions could be closed because it is uneconomical for Newco to conduct business at such location on a stand-alone basis.

In addition, following the transactions, Newco’s results of operations will be impacted by its ability to establish its own brand identity and its ability to ensure that its products are recognized in the marketplace. To that end, Cargill has agreed for a minimum period of three years to permit Newco to license its brand on a royalty-free basis in conjunction with the sale of fertilizers in certain international jurisdictions where Cargill traditionally has attracted premiums from customers because of excellent product quality and brand reputation. After such three year period, Cargill is under no obligation to make available its brand to Newco. As such, it will be important for Newco management to develop a brand identity for its products and services separate from the Cargill brand during this three-year period. The failure to do so could result in lower sales and negatively affect Newco’s revenues and operating results.

Newco will not own a controlling equity interest in some of its Brazilian, Canadian or Chinese fertilizer companies, and therefore Newco’s operating results may be materially affected by how the governing boards and majority owners operate such businesses. There may also be limitations on monetary distributions from these companies that will be outside of Newco’s control.

The Cargill Fertilizer Businesses to be contributed to Newco hold several ownership interests in fertilizer manufacturing or distribution companies that are not controlled by Cargill, whether through less than majority representation on the applicable governing board or though a minority equity ownership interest in such entities. For example, in Brazil, Cargill owns an 19.71% effective ownership interest in Fosfertil Fertilzantes Fostatados, S.A., Brazil’s largest domestic phosphate fertilizer manufacturer and owner of Ultrafertil S.A., a Brazilian nitrogen fertilizer manufacturer. In addition, Cargill owns 45% of Industria de Fertilizantes de Cubatao S.A. which operates a blending and storage facility in Cubatao, Brazil. In Canada, Cargill is a 50% owner of Saskferco Products, Inc., a world-scale nitrogen plant located near Belle Plaine, Saskatchewan. In China, Cargill is a 35% owner of Yunnan Three Circles Sinochem Cargill Fertilizers Co., Ltd., operator of a sizeable phosphate granulation plant near Haikou, China. Because Cargill does not control these companies either at the board or shareholder level and because local laws in foreign jurisdictions may place restrictions on monetary distributions by these companies, no assurances can be made that these companies will operate efficiently, pay dividends, or generally follow the desires of Newco management by virtue of Newco’s board or shareholder representation after the transactions.

The supply and price levels of natural gas, ammonia and sulfur will significantly affect Newco’s operating earnings.

Natural gas, ammonia and sulfur are raw materials used in the manufacture of phosphate crop nutrient products. Natural gas is used as both a chemical feedstock and a fuel to produce anhydrous ammonia, which is a raw material used in the production of diammonium phosphate and monoammonium phosphate. Natural gas is also a significant raw material used in the potash solution mining process. Newco’s profitability will be impacted by the price and availability of natural gas, ammonia and sulfur it purchases from third parties. A significant increase in the price of natural gas, ammonia or sulfur that is not recovered through an increase in the price of Newco-related crop nutrients products or an extended interruption in the supply of natural gas, ammonia or sulfur to our production facilities could have a material adverse effect on Newco’s business, financial condition or results of operations. For example, from time to time, a significant rise in the price of natural gas, a major component of production costs, has negatively affected IMC’s and the Cargill Fertilizer Businesses’ gross margins. Some foreign competitors may have access to lower cost or government-subsidized natural gas supplies.

The markets in which Newco will operate are highly competitive. Newco’s inability to compete successfully could result in the loss of customers, which could adversely affect its sales and profitability.

The markets for the crop nutrients and other products that Newco will produce are highly competitive. Crop nutrients are a global commodity, and customers, including end-users, dealers and other crop nutrients producers and distributors, base their purchasing decisions principally on the delivered price and availability of the product.

Newco will compete with a number of U.S. producers and producers in other countries, including state-owned and government-subsidized entities. Some of Newco’s potential principal competitors may have greater total resources and may be less dependent on earnings from crop nutrients sales than Newco might be.

IMC has experienced an inflow of water into its Esterhazy mine over the last 18 years. Newco is not insured against the risk of floods and water inflow at that mine.

Since December 1985, IMC has experienced an inflow of water into one of its two interconnected potash mines at Esterhazy, Saskatchewan. Since that time, IMC has been able to successfully control inflow at that mine. In order to control inflow, IMC has incurred expenditures, certain of which, due to their nature, have been capitalized, while others have been charged to expense. Procedures utilized by IMC to control the water inflow have proven successful to date, and Newco will likely continue conventional shaft mining carried on by IMC in the past. Despite the relative success of these measures, however, there can be no assurance that the amounts required by Newco for remedial efforts will not increase in future years or that the water inflow, risk to employees or remediation costs will not increase to a level which would cause Newco to change its mining process or abandon the mines.

Due to the ongoing water inflow problem at Esterhazy, underground operations at this facility are currently not insurable for water incursion problems. Like other potash producers’ shaft mines, the Colonsay mine is also subject to the risks of inflow of water as a result of its shaft mining operations.

Newco may be adversely affected by the environmental regulations to which it will be subject. In addition, Newco will have potential environmental liabilities that may have a material adverse effect on its business, financial condition and results of operations.

Newco will be subject to numerous environmental, health and safety laws and regulations in the U.S., Canada, Europe, China, Brazil and other international jurisdictions where Newco will operate fertilizer businesses, including laws and regulations relating to land reclamation and remediation of hazardous substance releases. For example, the U.S. Comprehensive Environmental Response, Compensation, and Liability Act, or CERCLA, imposes liability, without regard to fault or to the legality of a party’s conduct, on certain categories of persons (known as “potentially responsible parties”) who are considered to have contributed to the release of “hazardous substances” into the environment. Newco will periodically incur liabilities, under CERCLA and other environmental cleanup laws, with regard to its current or former facilities, adjacent or nearby third party facilities or offsite disposal locations. Under CERCLA, or its various state analogues, one party may, under certain circumstances, be required to bear more than its proportional share of cleanup costs at a site where it has liability if payments cannot be obtained from other responsible parties. Liability under these laws involves inherent uncertainties. Violations of environmental, health and safety laws are subject to civil, and, in some cases, criminal sanctions. Laws similar to those in the United States may be applicable to international jurisdictions where Newco will operate. In some international jurisdictions, environmental laws change rapidly and it may be difficult for Newco to determine if it is in compliance with all material environmental laws at any given time.

IMC and Cargill have received notices from governmental agencies that they are potentially responsible parties at certain sites under CERCLA or other environmental cleanup laws. As a result of the transactions, Newco may also be a potentially responsible party under these laws. Further, IMC is aware of additional sites for which it may receive such notices in the future. Some of these sites may require IMC or Newco to expend significant amounts for cleanup costs. The remedial liability from these sites is not expected to have a material adverse effect on the business, financial condition or results of operations of IMC or Newco. As more information is obtained regarding these sites and the potentially responsible parties involved, this expectation could change.

IMC believes that, pursuant to several indemnification agreements, IMC will be entitled to at least partial, and in many instances complete, indemnification for the costs that it may expend to remedy environmental issues

at certain of its facilities. These agreements address issues that resulted from activities occurring prior to IMC’s acquisition of facilities or businesses from parties including ARCO (BP); Beatrice Fund for Environmental Liabilities; Conoco; Conserv; Estech, Inc.; Kaiser Aluminum & Chemical Corporation; Kerr-McGee Inc.; PPG Industries, Inc.; The Williams Companies; and certain other private parties. IMC has already received and anticipates receiving amounts pursuant to the indemnification agreements for certain of its expenses incurred to date as well as future anticipated expenditures.

Continued government and public emphasis on environmental issues can be expected to result in increased future investments for environmental controls at ongoing operations, which will be charged against income from future operations. Present and future environmental laws and regulations applicable to Newco’s operations may require substantial capital expenditures and may have a material adverse effect on its business, financial condition and results of operations.

Newco’s operations will be dependent on having received the required permits and approvals from governmental authorities. A decision by a government agency to deny any of Newco’s permits and approvals or to impose restrictive conditions on Newco or its subsidiaries with respect to these permits and approvals may impair its business and operations.

Newco, through its subsidiaries, will hold numerous governmental environmental, mining and other permits and approvals authorizing operations at each of their facilities. A decision by a government agency to deny or delay issuing a new or renewed permit or approval, or to revoke or substantially modify an existing permit or approval, could have a material adverse effect on Newco’s ability to continue operations at the affected facility. Expansion of Newco’s operations also is predicated upon securing the necessary environmental or other permits or approvals.

Over the next several years, Newco and its subsidiaries will be continuing their efforts to obtain permits in support of their anticipated Florida mining operations at certain of their properties. These properties contain in excess of 100 million tons of phosphate rock reserves. In Florida, local community participation has become an important factor in the permitting process for mining companies. A denial of these permits or the issuance of permits with cost-prohibitive conditions would prevent Newco from mining at these properties and thereby have a material adverse effect on Newco’s business, financial condition and results of operations. In many cases, as a condition to procuring such permits and approvals, Newco will be required to comply with financial assurance regulatory requirements. The purpose of these requirements is to assure the government that sufficient company funds will be available for the ultimate closure, post-closure care and/or reclamation of Newco’s facilities. These financial assurance requirements can be satisfied without the need for any expenditure of corporate funds if Newco’s financial statements meet certain balance sheet/income statement criteria, referred to as the financial tests. In the event that Newco is unable to satisfy these financial tests, alternative methods of complying with the financial assurance requirements would require Newco to expend funds for the purchase of bonds, letters of credit, insurance policies or similar instruments. The regulations governing financial assurance are currently in the rulemaking process and there can be no guarantee that Newco will comply with such regulations on the closing date or that it will be able to do so in the future.

Newco will be subject to the risk of labor disputes and adverse employee relations which could disrupt Newco’s business operations and adversely affect its results of operations and financial condition.

Many of IMC’s and Cargill’s hourly paid employees are represented by labor unions under collective bargaining agreements. Newco will inherit these existing labor agreements and may not be able to satisfactorily prevent a strike or work stoppage at any of Newco’s facilities in the future. Any such work stoppage could have a material adverse effect on Newco’s results of operations and financial condition.

Newco will not be insured against all potential losses and could be seriously harmed by natural disasters, catastrophes or deliberate sabotage.

Many of IMC’s and Cargill’s business activities involve substantial investments in manufacturing facilities, distribution warehouses and transportation assets. These facilities could be seriously harmed by natural

disasters, catastrophes, deliberate sabotage or other catastrophic circumstances. In addition, certain finished products located within these facilities are potentially destructive and dangerous in uncontrolled or catastrophic circumstances, including fires, explosions, accidents or major equipment failures. Despite insurance coverage, Newco could incur uninsured losses and liabilities arising from such events, including damage to Newco’s reputation, and/or suffer substantial losses in operational capacity, which could have a material adverse effect on Newco’s results of operations and financial condition.

Any military strikes or a sustained military campaign in areas or regions of the world where Newco has business operations may negatively affect Newco’s businesses. For example, such actions could force Newco to increase security measures and cause disruption of supplies and markets, and could result in loss of property and incapacitation of employees. Instability in the financial markets as a result of war may also affect Newco’s ability to raise capital or repay its debt, or significantly affect foreign exchange markets. Like other companies with significant industrial facilities, Newco’s plants may be targets of terrorist activities. Any disruption of Newco’s ability to produce or distribute its products could result in a significant decrease in revenues and significant additional costs to replace or repair and insure Newco’s assets, which could have a material adverse impact on Newco’s financial condition and results of operations.

This proxy statement/prospectus contains or incorporates by reference forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. Generally, forward-looking statements include information concerning possible or assumed future actions, events or results of operations and include, without limitation, statements concerning the future financial condition, results of operations, plans, objectives, performance and businesses of each of IMC, the Cargill Fertilizer Businesses and Newco. You should note that the information concerning possible or assumed future results of operations of IMC, the Cargill Fertilizer Businesses and/or Newco as set forth under “The Transactions—IMC’s Reasons for the Transactions; Recommendation of the IMC Board of Directors,” “The Transactions—Cargill’s Reasons for the Transactions” and “The Transactions—Opinion of IMC’s Financial Advisor” contains forward-looking statements. These forward-looking statements are based on expectations, estimates and projections regarding future events.

Forward-looking statements contained or incorporated by reference into this document are intended to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements may include, or be preceded by, words such as “may,” “will,” “should,” “plan,” “predict,” “potential,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “believe” and words and terms of similar substance.

Forward-looking statements are not guarantees of performance and are subject to risks, uncertainties and assumptions that are difficult to predict. You should understand that various factors, in addition to those discussed elsewhere in this document and in the documents incorporated by reference into this document, could affect the future results of IMC, the Cargill Fertilizer Businesses and Newco after completion of the transactions and could cause actual results to differ materially from those expressed in the forward-looking statements, including:

Because forward-looking statements are subject to assumptions and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. You are cautioned not to place undue reliance on such statements, which speak only as of the date of this proxy statement/prospectus, the date of IMC’s financial advisor’s opinion or the date of any document incorporated by reference into this document.

All subsequent written and oral forward-looking statements concerning the transactions or other matters addressed in this proxy statement/prospectus and attributable to Newco, IMC or Cargill or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable law or regulation, none of Newco, IMC or Cargill undertakes any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

This proxy statement/prospectus is being furnished to you in connection with the solicitation of proxies by the IMC board of directors for the special meeting to approve and adopt the merger and contribution agreement.

The special meeting of the IMC common stockholders will be held on [·], [·], 2004 at [·]:00 [·].m. (local time) at IMC’s headquarters offices, 100 South Saunders Road, Lake Forest, Illinois 60045.

Only IMC common stockholders of record at the close of business on [·], 2004, the record date fixed by the IMC board of directors for the special meeting, are entitled to notice of, and to vote at, the special meeting. As of the close of business on the record date, there were [·] shares of IMC common stock outstanding and entitled to vote, held of record by approximately [·] holders. IMC’s preferred stockholders do not have the right to vote at the special meeting on the approval and adoption of the merger and contribution agreement.

A quorum of the IMC common stockholders is necessary to hold a valid special meeting. A majority of the outstanding shares of IMC common stock entitled to vote must be represented, either in person or by proxy, at the special meeting to constitute a quorum. If a quorum is not present, the special meeting may be postponed or adjourned, without notice other than announcement at the special meeting, until a quorum is present or represented.

Approval and adoption of the merger and contribution agreement requires the affirmative vote of the holders of at least a majority of the shares of IMC common stock outstanding as of the record date. IMC common stockholders will have one vote for each share of IMC common stock that they owned as of the close of business on the record date. Holders of IMC 7.50% preferred stock are not entitled to vote on the adoption of the merger and contribution agreement.

The obligation of IMC and Cargill to consummate the transactions is subject to, among other things, the condition that IMC’s common stockholders adopt the merger and contribution agreement. If IMC’s common stockholders fail to adopt the merger and contribution agreement at the special meeting, each of IMC and Cargill will have the right to terminate the merger and contribution agreement. See “The Merger and Contribution Agreement—Termination of the Merger and Contribution Agreement” beginning on page of this proxy statement/prospectus.

If you are a registered stockholder (that is, you own IMC common stock in your own name and not through a broker, nominee or in some other “street name” capacity), you may vote in person at the special meeting or by

following the instructions on the enclosed proxy card as to how to vote by telephone or over the Internet. If you choose not to vote over the telephone or the internet, you are urged to complete and sign the enclosed proxy card and return it promptly in the enclosed self-addressed, postage prepaid envelope whether or not you plan to attend the special meeting. When the accompanying proxy card is returned properly signed and completed, the shares of IMC common stock represented by it will be voted at the special meeting as you specify in the proxy card.

If a proxy is returned properly signed but without instructions as to how the shares of IMC common stock represented are to be voted, the IMC common stock represented by the proxy will be voted FOR approval and adoption of the merger and contribution agreement. The IMC board of directors does not know of any matter that is not referred to in this proxy statement/prospectus to be presented for action at the special meeting. If any other matters are properly brought before the special meeting, the persons named in the proxy card will have authority to vote on such matters in accordance with the recommendations of the IMC board of directors.

Your vote is very important. Please take the time to vote or submit your proxy card now, whether or not you plan to attend the special meeting.

If the special meeting is adjourned and subsequently reconvened, all proxies will be voted in the same manner as the proxies would have been voted at the original convening of the special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the subsequent meeting.

If your broker or other nominee holds your shares in its name, carefully follow the instructions given to you by your broker or other nominee to ensure that your shares are properly voted. Without voting instructions from you, your broker cannot vote your shares and your shares will not be voted, and a “broker non-vote” will occur. If your shares are held in street name, you cannot vote them by telephone or over the Internet or by submitting the enclosed proxy card, but you must instead follow your broker’s instructions.

Both abstentions and broker non-votes will be counted for purposes of determining whether a quorum exists at the special meeting. Because the approval and adoption of the merger and contribution agreement requires the affirmative vote of a majority of the outstanding shares of IMC common stock entitled to vote, abstentions and broker non-votes will have the same effect as votes cast against the approval and adoption of the merger and contribution agreement.

You may change your vote at any time before your shares of IMC common stock are voted at the special meeting. You may change your vote or revoke your proxy in the following ways:

If you choose either of the first two methods, your notice of revocation or your new proxy must be sent to IMC at the following address: IMC Global Inc., c/o American Stock Transfer & Trust Company, 6201 15th Avenue, Brooklyn, New York 11219, Attention: Operations Center.

If your shares are held in “street name” and you would like to revoke an earlier vote, please contact your broker or nominee and follow the instructions your broker or nominee provides.

On the record date, directors and executive officers of IMC and their affiliates owned approximately [·] shares of IMC common stock, or approximately [·]% of the shares of IMC common stock outstanding on that date. Although none of the members of the IMC board of directors or its executive officers have executed voting agreements, to IMC’s knowledge, the directors and executive officers of IMC intend to vote their shares of IMC common stock in favor of the adoption of the merger and contribution agreement.

This document is being furnished in connection with the solicitation of proxies by the IMC board of directors for use at the special meeting on [·], 2004. IMC will pay the costs of soliciting proxies from IMC common stockholders. In addition to sending this document and accompanying proxy card by mail, IMC directors, officers or employees may solicit proxies in person, by mail, by telephone or by electronic transmission. IMC does not reimburse its directors, officers or employees for soliciting proxies. IMC will request that brokers, custodians, nominees and other record holders of IMC common stock forward copies of this proxy statement/prospectus and other soliciting materials to the persons for whom they hold shares of IMC common stock and to request authority for the exercise of proxies. In such cases, upon the request of the record holders, IMC will reimburse such holders for their reasonable expenses. IMC has retained Morrow & Co., Inc. to assist in the solicitation of proxies for a fee of approximately $8,500, plus reasonable out-of-pocket expenses.

After careful consideration, the board of directors of IMC has (with Harold MacKay abstaining) approved the merger and contribution agreement and the transactions and determined that the merger and contribution agreement and the transactions are advisable and in the best interests of IMC and its stockholders. ACCORDINGLY, THE IMC BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE APPROVAL AND ADOPTION OF THE MERGER AND CONTRIBUTION AGREEMENT.

As of the date of this proxy statement/prospectus, the IMC board of directors does not know of any matter that will be presented for consideration at the special meeting, other than as described in this proxy statement/prospectus.

The following discussion contains material information pertaining to the transactions, including the merger and contribution agreement. This discussion is subject to, and is qualified in its entirety by reference to, the complete text of the merger and contribution agreement, which is incorporated by reference and attached to this proxy statement/prospectus as Annex A. You should read carefully this entire proxy statement/prospectus, the attached annexes and the other documents to which this document refers for a more complete understanding of the transactions.

IMC, through its majority ownership in IMC Phosphates Company, referred to as IMC Phosphates, is a leading producer, marketer and distributor of phosphate crop nutrients. IMC is also one of the largest producers and marketers of potash crop nutrients. Commencing in early 1999, industry selling prices of diammonium phosphate, referred to as DAP, which is the primary form of concentrated phosphate produced by IMC Phosphates, experienced a sharp decline, due primarily to announced additional industry DAP capacity, particularly in India and Australia. From 1998 to 2001, the average industry selling price of a short ton of DAP declined from $178 per short ton to $128 per short ton. Prior to 1999, IMC, under a prior senior management team, had completed a number of significant acquisitions, in part to diversify its product base and reduce the company’s dependence on DAP prices, which can be subject to significant cyclical variations. These acquisitions resulted in IMC significantly increasing its long-term debt to a level exceeding $3 billion at December 31, 1998. The combination of decreasing DAP prices and significant interest expense and debt repayment obligations had an adverse effect on IMC’s earnings after 1998. From 1998 to 2001, IMC’s earnings from continuing operations decreased from $132.8 million in 1998 to a loss of $42.0 million in 2001.

The downturn in the phosphates industry that commenced in 1999 led certain fertilizer companies to seek protection from creditors under federal bankruptcy laws. Other fertilizer companies, including IMC, began to examine the perceived benefits of engaging in a strategic business combination or other transaction that could result in cost savings and operating efficiencies and better position the respective company to compete in the global fertilizer industry.

Between 1999 and 2001, IMC implemented a number of significant cost cutting initiatives designed to position IMC to withstand a prolonged downturn in DAP prices. Although IMC was successful in reducing its operating expenses as a result of these initiatives, the reductions could not offset fully the adverse impact of declining DAP prices and interest costs associated with a high debt load. During the same period, IMC also pursued the sale of certain of its businesses, including its chemicals, salt, agribusiness and oil and gas business units, for the purpose of raising funds to reduce IMC’s outstanding indebtedness. Unfortunately, due to adverse general market conditions occurring at such time, valuations for some of these businesses began to experience a decline, making it difficult for IMC to generate interest at acceptable prices for many of these business units.

In late 1999, Douglas A. Pertz, chief executive officer of IMC, and Goldman, Sachs & Co., IMC’s financial advisor, on behalf of IMC, began to contact various companies in the fertilizer industry to determine their interest in discussing a potential strategic business combination or other transaction. During this time period, IMC also received inquiries from certain companies in the fertilizer industry relating to possible strategic transactions. As a result of IMC-initiated contacts or the receipt of inquiries, from time to time between late 1999 and November 2003, communications occurred with 13 fertilizer/agricultural related companies regarding whether or not interest existed in discussing some form of a possible strategic transaction with IMC or in purchasing from or selling to IMC an operating facility or other select assets. Mr. Pertz apprised the IMC board of directors of the contacts he and Goldman Sachs made and any discussions that ensued as a result of those contacts and the IMC board of directors received updates and discussed from time to time various strategic alternatives available to IMC.

Cargill was one of the companies in the fertilizer industry with which IMC held discussions during this period. In November 1999, Mr. Pertz and other senior management of IMC held preliminary discussions with Robert L. Lumpkins, vice chairman and chief financial officer of Cargill, and Fredric W. Corrigan, executive vice president of Cargill, regarding a possible stock acquisition by IMC of Cargill’s phosphates business. In April 2000, discussions between IMC and Cargill terminated because of differences between the parties regarding the valuation for such a transaction and the extent of control Cargill would have over the combined phosphates company.

In 2001, China significantly reduced imports of DAP, which had the effect of prolonging the downturn in the phosphate industry by reducing DAP prices. In addition, IMC’s high level of long-term debt and associated restrictive covenants placed certain limitations on IMC’s ability to incur additional indebtedness in the event of a prolonged downturn in the fertilizer industry or to support acquisitions and capital investments that would enable IMC to capitalize fully on any improvement in fertilizer industry fundamentals. These circumstances created additional incentive for IMC to consider business combinations or other strategic transactions that could strengthen its balance sheet and improve its financial flexibility.

In mid-2001, Mr. Pertz approached Mr. Lumpkins with a preliminary proposal to combine Cargill’s fertilizer businesses with only IMC’s phosphates business in a joint venture to be owned by both IMC and Cargill. These discussions extended over several months, but did not advance beyond a discussion of preliminary terms. In March 2002, discussions regarding IMC’s proposal halted, primarily due to the inability of the parties to locate independent financing for the phosphates-only entity in the then current market and to agree on the respective parties’ extent of ownership of the combined company.

In the first half of 2002, the fertilizer industry experienced some recovery in DAP prices. In May 2002, Mr. Pertz again approached Mr. Lumpkins about a potential combination, this time proposing that Cargill merge the Cargill Fertilizer Businesses with all of IMC’s businesses to form a new, combined public company controlled by IMC. Following that time, preliminary discussions took place between Cargill and IMC regarding IMC’s proposal. In October 2002, Cargill put the merger discussions on hold to focus on other corporate priorities, but responded to IMC’s proposal by indicating that it was not interested in owning less than a majority of the capital stock of the combined company.

As noted above, between late 1999 and November 2003, IMC made inquiries of, or received inquiries from, twelve fertilizer/agricultural-related companies (other than Cargill) regarding possible interest in discussing some form of business combination or strategic transaction or purchasing from or selling to IMC an operating facility or other select assets. In the case of two such companies, IMC entered into confidentiality agreements and exchanged preliminary financial and business information with such companies. Thereafter, IMC engaged in more detailed, albeit still preliminary, discussions with both such companies with respect to the possible terms of a business combination. Such discussions in each case ended with IMC and the other company concluding that a basis did not exist to proceed with more advanced negotiations. In the case of a third company, IMC entered into a confidentiality agreement and received limited information from such company. Thereafter, IMC expressed an interest in acquiring certain assets of such third company. This expression of interest was rejected by such third company. A subsequent similar expression of interest by IMC was also rejected by the third company. In the case of four other of such companies, the other company expressed no or limited interest in discussing a possible transaction with IMC, generally citing a desire to focus on business initiatives not involving phosphate or potash. The five remaining companies discussed, on a preliminary basis, selling certain assets to, or merging certain of their businesses into, IMC. Four of these companies, however, ultimately filed for protection in federal bankruptcy proceedings. None of the discussions with any of these five companies advanced beyond the preliminary stage. At meetings of the IMC board of directors during this late 1999 to November 2003 period, the IMC board of directors received updates on the status of contacts made or discussions held with these twelve companies and with Cargill.

In the case of one of the three companies mentioned above with which IMC entered into a confidentiality agreement and discussed possible terms of a business combination, the discussions became active in late 2002

and early 2003, approximately the same time as discussions with Cargill were becoming active. The board of directors of IMC was made aware of these discussions. Although such discussions continued from time to time during 2003, in September 2003, the other company indicated to IMC that it was no longer interested in pursuing a strategic transaction with IMC.

By late 2002 and early 2003, the fertilizer industry outlook, which had improved in early 2002 with increases in DAP prices, weakened due to various idle industry production facilities returning to active operation. At the same time, the industry was adversely impacted by the effect of rapidly increasing costs of raw materials, principally ammonia, natural gas and sulfur. These market conditions prevented IMC from experiencing improvements in operating margins typically associated with a recovery of DAP pricing. During this period, IMC experienced a downgrade in the ratings of its long-term debt and encountered the need to renegotiate restrictive covenants in its credit facilities.

In May 2003, Mr. Pertz indicated to Mr. Lumpkins that IMC might be willing to consider merging its businesses with the Cargill Fertilizer Businesses (provided, unlike prior discussions, such businesses included Cargill’s fifty percent ownership interest in a nitrogen facility and recently acquired Farmland/Hydro phosphate production assets) in a transaction in which Cargill would have majority ownership and management control of the combined company. Mr. Pertz conditioned this indication of interest on the requirement that the combined company be a publicly-traded company and that the Cargill Fertilizer Businesses be contributed essentially debt-free. IMC believed that a combination of IMC with the Cargill Fertilizer Businesses had the potential for significant cost synergies. Under the terms proposed by Mr. Pertz, the combined company would also have a stronger balance sheet than IMC on a standalone basis and would have the flexibility to pursue strategic opportunities that might otherwise not be available to IMC given its existing level of indebtedness and restrictive covenants. To the extent that IMC stockholders continued to hold shares in the combined company, such stockholders could also benefit from any improvement in the phosphates market that might occur.

On August 15, 2003, Warren R. Staley, chairman and chief executive officer of Cargill, and Messrs. Lumpkins and Corrigan met in person in Chicago, Illinois with Mr. Pertz, J. Reid Porter, executive vice president and chief financial officer of IMC, and Raymond F. Bentele and David B. Mathis, members of the board of directors of IMC, and discussed a proposal by Cargill that contemplated the combination of the Cargill Fertilizer Businesses with IMC. That proposal provided for, among other things, Cargill having the right to appoint a substantial majority of the directors serving on the board and to appoint the senior management of a combined public company. Cargill’s proposal contemplated that Cargill would own approximately 70% of the combined public company.

At a regularly scheduled meeting of the IMC board of directors held on August 29, 2003 in Lake Forest, Illinois, IMC’s board of directors discussed with IMC’s senior management and Goldman Sachs the company’s strategic alternatives, including a potential combination with the Cargill Fertilizer Businesses, Cargill’s proposed terms for such a combination and the potential benefits of and the risks associated with such a combination. In addition, the IMC board of directors reviewed preliminary materials prepared by Goldman Sachs analyzing a possible business combination of IMC and the Cargill Fertilizer Businesses. At the meeting, the IMC board authorized IMC’s management to continue preliminary discussions with Cargill regarding a possible strategic business combination. The board was also updated on discussions (which had been inactive) with the other fertilizer company with which IMC had held discussions during late 2002 and early 2003. In September 2003, this other company advised IMC that it was no longer interested in pursuing a strategic transaction with IMC.

From time to time during September and October 2003, Mr. Lumpkins and Mr. Pertz discussed the financial and other material terms of a proposed business combination, including governance arrangements. During these discussions, Cargill expressed its desire that publicly-held units in Phosphate Resource Partners Limited Partnership, a Delaware publicly-traded partnership of which IMC is the majority owner, which is referred to as PLP, be purchased by IMC or exchanged for shares of IMC common stock prior to any transaction involving IMC and the Cargill Fertilizer Businesses. Cargill indicated that, regardless of the timing of a PLP unitholder

transaction, Cargill would expect to be protected from any dilution in its ownership of the combined company if it were to decide, after the closing of a business combination transaction involving the Cargill Fertilizer Businesses and IMC, to purchase the public minority interest in PLP in exchange for stock of the combined company. Although IMC had in fact, from time to time, considered buying or exchanging out the public unitholders of PLP, IMC initially declined to agree to pursue such a buyout or exchange during these discussions with Cargill.

On each of September 5, September 29, October 16, October 31 and December 4, 2003, the IMC board of directors held special meetings during which IMC senior management updated the IMC board of directors on IMC’s strategic alternatives, including the potential business combination with the Cargill Fertilizer Businesses.

On September 9, 2003, the Cargill board of directors authorized Cargill’s officers to continue to negotiate and consummate the transactions substantially in accordance with the principal business terms approved at the board meeting held on that date.

In November 2003, Stratton R. Heath III, a representative of a general partner of Alpine Capital, L.P., called Mr. Porter to discuss IMC’s formation of a new general partner for PLP and an associated board. He also inquired whether this change created a catalyst to begin serious conversations regarding a PLP/IMC transaction. Mr. Heath expressed the willingness of Alpine and certain related holders of units representing limited partner interests in PLP, which are referred to as the PLP units, to enter into a confidentiality agreement with IMC pursuant to which such parties would maintain the confidentiality of material non-public information regarding IMC, including the fact IMC was considering a purchase of Alpine’s PLP stake. Mr. Heath had contacted Mr. Porter on a number of occasions beginning in December 2002 to discuss the concept of a merger between PLP and IMC, and each time prior to November 2003, IMC had indicated that the concept made sense at a fair exchange ratio but that IMC had higher priorities that had to be addressed first. However, by November 2003, because IMC had long believed that the expense and complexity associated with maintaining PLP as a publicly-traded partnership outweighed the benefits associated with PLP’s publicly-traded status, as well as other factors, including the possibility that PLP remaining as a publicly traded entity would be an impediment to any strategic transaction IMC desired to pursue in the future, including the potential strategic business combination with Cargill, IMC had determined to pursue further discussions with Alpine about a potential purchase of Alpine’s interest and a potential acquisition of the remaining publicly-held PLP units, in each case for shares of IMC common stock.

On November 4, 2003, senior management of Cargill, Cargill’s legal counsel, Dorsey & Whitney LLP, referred to as Dorsey, and Cargill’s financial advisor, Merrill Lynch & Co., met in Chicago, Illinois with senior management of IMC, IMC’s legal counsel, Sidley Austin Brown & Wood LLP, referred to as Sidley, and Goldman Sachs to discuss the principal terms of a proposed business combination involving IMC and the Cargill Fertilizer Businesses.

On November 13, 2003, Cargill and IMC executed a non-binding term sheet setting forth the principal terms of a proposed business combination involving IMC and the Cargill Fertilizer Businesses. The term sheet provided a basis for IMC and Cargill to commence due diligence with respect to their respective businesses and to commence negotiations with respect to a definitive agreement. Among other terms, the term sheet provided for IMC to use its best efforts to reach an agreement with Alpine for the exchange of IMC common stock for Alpine’s PLP units and to thereafter use its best efforts to reach an agreement for the exchange of IMC common stock for the remaining publicly-held PLP units. In order to facilitate the exchange of certain non-public information concerning their respective businesses, Cargill and IMC also entered into a confidentiality and standstill agreement on such date.

On November 13 and 14, 2003, senior management of Cargill, along with Merrill Lynch, held an organizational meeting in Lake Bluff, Illinois with senior management of IMC, along with Goldman Sachs. During the meeting, the parties exchanged and reviewed financial and other information concerning IMC and the

Cargill Fertilizer Businesses and discussed possible transaction structures. In addition, the parties discussed the preparation of data rooms by IMC and Cargill and the overall due diligence process.

During early November 2003, IMC began evaluating whether, irrespective of whether a business combination between IMC and Cargill or any other strategic opportunity could be consummated, it was in IMC’s interest to pursue the acquisition of the PLP units not owned by subsidiaries of IMC. IMC believed that a transaction between IMC and PLP could be facilitated through the support of Alpine, the largest holder of the publicly-traded PLP units, given Mr. Heath’s previous expressions of interest in an exchange. In view of the factors discussed above and the preliminary discussions that were ensuing at the time with Cargill, Mr. Porter met with Mr. Heath on November 19, 2003. At that meeting, Messrs. Porter and Heath discussed the benefits of a PLP/IMC combination and each party’s perception of the value of the PLP units generally, in light of, among other things, the phosphates market, the then-current and historical price of the PLP units and the expected future cash flows from PLP. At the end of the meeting, Messrs. Porter and Heath tentatively agreed, subject to each having additional discussions with counsel and to board approval in IMC’s case and general partner approval in Alpine’s case, to a transaction structure whereby IMC would have the right to purchase all of the PLP units held by Alpine and related parties for shares of IMC common stock. Alpine believed such an exchange would substantially increase liquidity for the holders of the PLP units, as well as permit the holders of the PLP units to diversify into IMC shares which would also benefit from improvements in the phosphates cycle.

On December 1, 2003, Cargill and IMC commenced due diligence of each others’ operations and each utilized outside advisors to review certain confidential and proprietary matters involving the other party. Members of Cargill and IMC senior management and their internal and external legal, accounting and financial advisors conducted due diligence reviews from an operational, financial, accounting, tax and legal perspective. The parties also held meetings by telephone or in person to exchange information in the course of the due diligence process and to consider the possible synergies and other opportunities presented by a combination. The bulk of the due diligence continued through January 14, 2004, with additional follow-up due diligence taking place between January 14, 2004 and January 26, 2004.

On December 5, 2003, Dorsey distributed an initial draft of the merger and contribution agreement to IMC and its representatives. Following such time, the legal representatives, financial advisors and management of Cargill and IMC began negotiating the terms of the merger and contribution agreement. On December 12, 2003, Sidley delivered initial comments on the draft merger and contribution agreement to Cargill and its representatives.

During the first week in December 2003, FertilizerWeek.com, a fertilizer industry trade publication, contacted IMC and asked IMC to comment on a rumor that IMC and Cargill were holding discussions regarding merging their fertilizer businesses. IMC declined to comment.

On December 18 and 19, 2003, senior management of Cargill, including Mr. Lumpkins and Mr. Corrigan, and senior management of IMC, including Mr. Pertz and Mr. Porter, together with Dorsey and Sidley, met in Minneapolis, Minnesota to negotiate the terms of the merger and contribution agreement and to discuss the comments thereon delivered by Sidley on December 12, 2003.

In mid-December 2003, IMC’s senior management determined to pursue an acquisition of the publicly-traded PLP units. In making this determination, IMC’s senior management concluded that IMC would consummate such an acquisition, assuming a price could be mutually agreed to by IMC and a special committee of the independent directors of the administrative managing general partner of PLP, regardless of whether IMC entered into an agreement for a business combination with Cargill. On December 19, 2003, IMC entered into an agreement with Alpine and certain related parties pursuant to which (i) IMC acknowledged that it was considering proposing to PLP a transaction pursuant to which an affiliate of IMC would be merged with PLP, with each PLP unit being converted into a right to receive consideration of not less than 0.2 of a share of IMC common stock, (ii) Alpine and such related parties granted to IMC a right to acquire all 30,732,100 PLP units owned beneficially by Alpine and such related parties (representing an approximate 29.7% interest in PLP) in

exchange for the such merger consideration and (iii) Alpine and such related parties granted to IMC a proxy to vote their PLP units in support of such merger proposal. This transaction is referred to as the PLP merger. See “The PLP Merger” beginning on page of this proxy statement/prospectus for a further description of the PLP merger and IMC’s agreement with Alpine.

On December 22, 2003, at a special telephonic meeting of the IMC board of directors, IMC senior management and Sidley updated the IMC board of directors on the status of discussions with Cargill regarding the possible business combination transaction. At the meeting, IMC senior management apprised the board of directors of the negotiations held in Minneapolis on December 18 and 19, 2003, regarding the principal terms and conditions of the draft merger and contribution agreement and summarized the parties’ respective positions on certain principal issues that remained unresolved. In addition, Sidley discussed with the IMC board of directors the structure of the proposed business combination. Senior management of IMC also provided the IMC board of directors with an update on the due diligence review conducted to date by each of Cargill and IMC.

On December 24, 2003, Dorsey distributed to IMC and its representatives a revised draft of the merger and contribution agreement. The draft contemplated that completion of the PLP merger would be a condition to Cargill’s obligations to close the transactions. On December 29, 2003, Sidley distributed to Cargill and its representatives comments on the revised draft of the merger and contribution agreement.

On December 30, 2003, Sidley distributed initial drafts of the investor rights agreement, which is attached as Annex B to this proxy statement/prospectus, and the registration rights agreement, which is attached as Annex C to this proxy statement/prospectus, to Cargill and its representatives. Thereafter, Cargill and IMC and their respective legal counsel engaged in negotiations concerning the terms and conditions of those agreements.

On January 5, 2004, members of Cargill’s management and IMC’s management met in Chicago, Illinois to discuss open financial due diligence matters. An additional due diligence meeting between management of the two companies, including Messrs. Corrigan and Pertz, was held on January 8, 2004 in Chicago, Illinois to discuss outstanding financial, accounting and legal due diligence issues.

On January 7, 2004, Dorsey distributed to IMC and its representatives a further revised draft of the merger and contribution agreement.

On January 8, 2004, FertilizerWeek.com issued an article reporting rumors that IMC and Cargill were holding discussions regarding merging their fertilizer businesses. These rumors were also the subject of an article in Bloomberg News that was issued the same day. Both IMC and Cargill declined to comment in response to the articles or market rumors. Following the issuance of such articles, IMC received a preliminary inquiry from one international fertilizer company inquiring whether IMC might be willing to sell certain select potash assets. IMC indicated to the inquiring company that it was not interested in selling select potash assets at that time. No other inquiries from third parties regarding a possible business combination transaction involving IMC were received by IMC or Goldman Sachs following issuance of such articles.

On January 11, 2004, senior management of Cargill, including Messrs. Lumpkins and Corrigan, senior management of IMC, including Messrs. Pertz and Porter, Dorsey and Sidley met in Minneapolis, Minnesota to discuss the remaining open issues on the revised draft of the merger and contribution agreement.

At a special meeting of the IMC board of directors held on January 14, 2004, the IMC board of directors, along with IMC’s senior management, Sidley and Goldman Sachs, met at IMC’s offices in Lake Forest, Illinois to evaluate the possible business combination with Cargill. Prior to the meeting, the IMC board of directors was provided with materials, including drafts of the merger and contribution agreement and related documents. During this meeting, Sidley reviewed with the IMC board of directors its legal duties and responsibilities in connection with the possible transaction and reviewed the material terms and conditions of the merger and contribution agreement, as well as the issues in the merger and contribution agreement that were still under negotiation. Also at the meeting, senior management of IMC reviewed with the IMC board of directors the strategic rationale for the proposed transaction, the alternatives available to IMC and the advisability and risks of the proposed combination, and also provided an update on the due diligence review of the Cargill Fertilizer Businesses conducted to date. In addition, Goldman Sachs provided the IMC board of directors with an updated

analysis of the financial terms of the proposed combination. A discussion took place among the members of the IMC board of directors concerning the possible transaction, including discussion of the strategic benefits of the business combination, the risks of the transaction, the financial aspects of the transaction, the regulatory issues concerning the transaction and the anticipated synergies to be derived from the proposed business combination. At the conclusion of the meeting, the IMC board of directors authorized IMC’s management to continue negotiation of the merger and contribution agreement and due diligence with respect to the possible transaction.

Also at the January 14, 2003 meeting of the IMC board of directors, the IMC board of directors discussed with IMC senior management the potential PLP merger. After a discussion, the IMC board of directors authorized IMC management to communicate a proposal to PLP to acquire all of the publicly held PLP units for shares of IMC common stock at an exchange ratio of .20 shares of IMC common stock for each publicly held PLP unit. IMC presented to PLP such a proposal on February 4, 2003.

On January 15, 2004, Dorsey distributed to IMC and its representatives a further revised draft of the merger and contribution agreement. On January 19, 2003, Sidley provided comments on such draft of the merger and contribution agreement to Cargill and its representatives.

On January 22, 23 and 25, 2004, IMC and Cargill, and their respective legal advisors, continued negotiations on the merger and contribution agreement. Dorsey distributed to IMC and its representatives revised drafts of the merger and contribution agreement reflecting these negotiations.

Negotiations of the remaining open issues on the merger and contribution agreement continued on the morning of January 26, 2004. During the remainder of that day, the parties finalized negotiations on the draft merger and contribution agreement and other proposed definitive documentation.

In the afternoon of January 26, 2004, the IMC board of directors held a special meeting to consider and act upon the proposed business combination between IMC and Cargill. Prior to this meeting, the IMC board of directors was provided with materials, including substantially final drafts of the merger and contribution agreement and related documents. During this meeting, Sidley again reviewed with the IMC board of directors the legal duties and responsibilities of the board in connection with the proposed transaction. Sidley also provided an update on the changes that had been effected to the draft merger and contribution agreement since the IMC board of directors’ last meeting. Also at the meeting, Goldman Sachs reviewed with the IMC board of directors its financial analysis of the business combination and rendered to the IMC board of directors its oral opinion, subsequently confirmed in writing by delivery of a written opinion dated January 26, 2004, to the effect that, as of that date and based upon and subject to the factors and assumptions set forth in the opinion, the exchange ratio in the merger, relative to the number of shares of Newco stock to be received in the transaction by Cargill, was fair, from a financial point of view, to the holders of common stock of IMC. In addition, senior management of IMC updated the IMC board of directors on the results of its due diligence review of the Cargill Fertilizer Businesses. Following these presentations, discussions and questions, the IMC board considered and discussed the factors set forth in the section entitled “—IMC’s Reasons for the Transactions; Recommendation of the IMC Board of Directors.”

Following a discussion, the IMC board of directors voted (with Harold H. MacKay abstaining from voting as a result of prior disclosures to the other directors that his law firm had provided certain legal services to Cargill and its affiliates from time to time) to approve the merger and contribution agreement and recommended the merger and contribution agreement to the IMC common stockholders for adoption.

Following the IMC board of directors meeting, Cargill and IMC executed the merger and contribution agreement and certain related agreements. Before the opening of trading on January 27, 2004, Cargill and IMC issued a joint press release announcing the execution of the merger and contribution agreement.

IMC’s Reasons for the Transactions; Recommendation of the IMC Board of Directors

In the course of making its decision to approve the transactions, the board of directors of IMC consulted with IMC’s management as well as its financial advisor and outside legal counsel and considered a number of factors, including the following:

Strategic Factors and Rationale. IMC and Cargill have complementary businesses that will enable Newco to be a full-service company with a complete offering of crop nutrients and services and to be a more efficient and more diversified producer and distributor of crop nutrients that can better compete in a global marketplace. In addition, the potential for significant cost synergies and operating efficiencies offered by the transactions will enhance the ability of Newco to be a low-cost producer. The transactions also help to address stakeholders’ and customers’ concerns regarding the financial condition of IMC.

Anticipated Financial Impact. The transactions are expected to be immediately accretive to IMC’s earnings per share and provide the potential for significant cost synergies and operating efficiencies. The IMC board of directors noted that, although no assurances can be given that any particular level of cost synergies will be achieved, the management of IMC identified potential pre-tax synergies of $145 million on an annualized, pre-tax basis by the end of the third year following completion of the transactions. In addition, IMC’s board of directors noted the limited borrowing capacity and high cost of capital currently experienced by IMC as a result of IMC’s indebtedness. The IMC board of directors noted that Newco will benefit from the combined cash flows of IMC and the Cargill Fertilizer Businesses, with only minimal additional long-term debt being contributed to Newco in the transactions. Accordingly, IMC’s management anticipates greater financial flexibility following the transactions as a result of improved credit ratings and financial ratio coverages and expected solid cash flow, resulting in improved access to funding at a lower cost of capital.

Other Financial Factors. The IMC board of directors considered the current and historical financial condition, the results of operations and the financial projections of IMC and the Cargill Fertilizer Businesses, including the possible risks of achievement for IMC. In addition, the board considered the fact that Newco will be better positioned to withstand adverse business, financial and economic developments and to take advantage of acquisition and other business opportunities than IMC on a standalone basis. IMC’s board of directors noted the fact that the transactions will result in a change of control of IMC without a contemporaneous payment of a cash premium to IMC’s common stockholders. In this regard, the IMC board of directors noted, in particular, the following factors in determining that the transactions are in the best interests of IMC’s common stockholders, notwithstanding the absence of a cash premium: IMC’s common stockholders, through ownership of Newco common stock, will continue to participate in Newco’s expected growth and any value created by operating synergies, greater financial flexibility and improvements in fertilizer industry fundamentals; the merger is intended to be tax-free to the IMC common stockholders for U.S. federal income tax purposes; and IMC retains the right to terminate the merger and contribution agreement to accept a superior proposal. The IMC board of directors also noted that the trading price of IMC common stock had increased following reported rumors of a proposed combination of IMC and the Cargill Fertilizer Businesses, although the board recognized that some of that increase might be in anticipation of a possible transaction involving a cash premium payment.

Fairness Opinion of Financial Advisor. The IMC board of directors considered the written opinion of Goldman Sachs to the IMC board of directors that, as of January 26, 2004, and subject to the assumptions and qualifications set forth in such opinion, the exchange ratio in the merger, relative to the number of shares of Newco stock to be received in the transactions by Cargill, was fair, from a financial point of view, to the holders of IMC common stock. See “—Opinion of IMC’s Financial Advisor” beginning on page of this proxy statement/prospectus.

Trends in the Crop Nutrients Industry. The IMC board of directors considered that the U.S. crop nutrients industry has, in recent years, been faced with high input cost volatility, rising mining costs for domestic U.S.

producers, and increased low-cost productive capacity in regions such as India and China, which have traditionally been consumers of U.S. product. Success in the crop nutrients industry has become increasingly dependent on achieving economies of scale and serving customers more efficiently, which Newco will be better positioned to do.

Management of Newco. The IMC board of directors considered the experience of Fredric Corrigan, the proposed chief executive officer of Newco, in managing a fertilizer business, while taking into account that Mr. Corrigan has not previously served as an executive for a public company. The board further noted that Newco’s management below the level of the chief executive officer is expected to be selected from management of both IMC and Cargill.

Corporate Governance Structure of Newco. The IMC board of directors considered that Newco’s board of directors will consist of eleven directors, with IMC designating four of the directors, and Cargill designating seven directors. The Newco board of directors will be comprised of a majority of directors who will be independent as defined in the New York Stock Exchange listing requirements and the rules and regulations of the SEC. In addition, the IMC board noted that the Newco directors designated by IMC will have representation on all of Newco’s board committees. The Newco directors designated by IMC who are independent will have approval rights over related-party transactions between Cargill and Newco and the right to enforce Newco’s indemnification rights against Cargill.

Cargill’s and IMC Stockholders’ Ownership Percentages of Newco. The IMC board considered that, immediately after the completion of the transactions, Cargill and IMC’s common stockholders would own approximately 66.5% and 33.5%, respectively, of the outstanding shares of Newco common stock. Under the terms of the investor rights agreement, Cargill will be subject to a four-year standstill on the acquisition of any shares of Newco common stock from Newco’s public stockholders, and a three-year restriction on the sale of any of its shares of Newco capital stock.

Strategic Alternatives. The IMC board of directors considered the ability of IMC to execute, and the risks associated with, an IMC stand-alone strategy. The board also noted that IMC and Goldman Sachs had previously contacted or held discussion with twelve fertilizer/agricultural-related companies in addition to Cargill regarding their potential interest in evaluating a business combination with IMC or purchasing from or selling to IMC an operating facility or other select assets, and that none of such contacts or discussions had resulted in a definitive proposal from any such party. Senior management of IMC and Goldman Sachs commented to the board that, during the period between January 8, 2004 (the date of publication of certain articles rumoring that Cargill and IMC were discussing a strategic transaction) and January 27, 2004 (the date of announcement that the merger and contribution agreement had been entered into) no third party (other than Cargill) had contacted IMC or Goldman Sachs to express an interest in discussing a business combination with IMC (although IMC management advised the board that it had received one telephone call inquiring whether IMC might be willing to consider the sale of certain select potash assets). The board observed that it was the belief of both IMC management and Goldman Sachs that if a third party (other than Cargill) had an interest in pursuing a strategic transaction with IMC, that interest would have been expressed as a result of the contacts or communications made by or held with IMC or Goldman Sachs or following market rumors regarding a transaction with Cargill. The IMC board of directors also considered IMC management’s assessment that the other companies in the fertilizer industry are focusing on other strategic initiatives or expanding in business lines not involving phosphate or potash operations.

Terms and Conditions of the Merger and Contribution Agreement. The IMC board of directors considered the terms and conditions of the merger and contribution agreement, the investor rights agreement and the registration rights agreement, as well as the course of negotiation thereof. The board noted that the common stockholders of IMC will be required to approve the transactions, and that the structure of the transactions, which include the merger, will result in highly detailed public disclosure and a protracted period of time prior to consummation for a superior proposal to come forward. IMC has the right to engage in negotiations with and provide information to a third party that makes an unsolicited takeover proposal, and to terminate the merger and

contribution agreement to accept a superior proposal upon payment of a termination fee. The IMC board of directors also noted that it retains the right to change its recommendation of the transactions in certain instances, and to terminate the merger and contribution agreement if the common stockholders of IMC fail to approve the transactions at the special meeting held for such purpose.

Due Diligence. The IMC board of directors noted the positive results of the due diligence review conducted by IMC’s management and IMC’s financial, accounting and legal advisors, and IMC’s management’s review of Cargill’s disclosure schedule to the merger and contribution agreement.

Regulatory Approvals. After conferring with counsel, the IMC board of directors expected that the regulatory approvals needed to complete the transactions would be obtained.

Likelihood of Completion of the Transaction. The IMC board of directors considered the likelihood that the transactions would be completed given the conditions necessary to be satisfied in order to complete the transactions and the date set forth in the merger and contribution agreement by which the transactions must be completed.

Management Recommendation. The IMC board of directors considered the recommendation by IMC’s management in favor of the transactions, in light of any potential interests of IMC’s management and directors in the transactions, including the fact that the merger will result in the payment of certain change in control benefits to IMC management.

Board Review of the Transactions. The IMC board of directors took into account that discussions with Cargill had taken place over a period of time during which it was apprised of developments and that the board had considered the transactions during numerous meetings over such period of time.

The IMC board of directors weighed these advantages and opportunities while considering:

Transaction Integration Issues. The IMC board of directors considered the challenges inherent in combining IMC and the Cargill Fertilizer Businesses and the possible resulting diversion of management attention for an extended period of time; the risk that anticipated benefits, long-term as well as short-term, of the transactions for the IMC stockholders might not be realized; and the experience of IMC and Cargill in integrating acquired businesses in the past.

Newco Name and Headquarters. The IMC board of directors considered that IMC’s name will not necessarily be reflected in the ultimate corporate name of Newco, and that the corporate headquarters of Newco will likely not be located in Lake Forest, Illinois.

The IMC board of directors recognized that there can be no assurance about future results, including results expected or considered in the factors listed above. The IMC board of directors concluded, however, that the potential positive factors outweighed the potential risks of completing the transactions.

The foregoing discussion of the information and factors considered by the IMC board of directors is not exhaustive, but includes all material factors considered by the IMC board of directors. In view of the wide variety of factors considered by the IMC board in connection with its evaluation of the transactions and the complexity of such matters, the IMC board of directors did not consider it practical, nor did it attempt to, quantify, rank, or otherwise assign relative weights to the specific factors that it considered in reaching its decision. In considering the factors described above, individual members of the IMC board of directors may have given different weight to different factors and may have applied different analyses to each of the material factors considered by the IMC board of directors. This explanation of IMC’s reasons for the transactions and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading “Cautionary Statement Regarding Forward-Looking Statements” beginning on page of this proxy statement/prospectus.

The IMC board of directors has approved the merger and contribution agreement, the merger and the other transactions contemplated by the merger and contribution agreement and believes that the terms of the transactions are in the best interests of IMC and its stockholders. The IMC board of directors recommends a vote “FOR” the adoption of the merger and contribution agreement, and by doing so, approving the merger and the other transactions contemplated by the merger and contribution agreement.

In considering the recommendation of the IMC board of directors with respect to the transactions, you should be aware that some of IMC’s directors and executive officers have interests in the transactions that may be different from, or in addition to, the interests of IMC’s stockholders generally. See “—Interests of IMC’s Directors and Executive Officers in the Transactions” beginning on page of this proxy statement/prospectus.

In approving the merger and the merger and contribution agreement, the Cargill board of directors considered a number of factors, including the facts discussed in the following paragraphs. In light of the number and wide variety of factors considered in connection with its evaluation of the transactions, the Cargill board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its determination. The board viewed its position and recommendations as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of Cargill’s reasons for the transactions and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading “Cautionary Statement Regarding Forward-Looking Statements” beginning on page of this proxy statement/prospectus.

In reaching its decision, the Cargill board of directors consulted with Cargill’s management with respect to strategic and operational matters and with Cargill’s legal counsel with respect to the merger and contribution agreement and the transactions contemplated thereby. The board of directors also consulted with Merrill Lynch & Co., Cargill’s financial advisor, with respect to the financial aspects of the merger and contribution.

The board identified a number of potential benefits of the transactions that it believes will contribute to the success of the combined business enterprise. These potential benefits include the following:

The Cargill board also identified and considered a number of uncertainties and risks. Those negative factors included:

The board weighed the benefits, advantages and opportunities against the challenges inherent in the combination of two businesses of the size of IMC and the Cargill Fertilizer Businesses and the possible resulting diversion of management attention for an extended period of time. The board realized that there can be no assurance about future results, including results expected or considered in the factors listed above. However, the board concluded that the potential benefits outweighed the potential risks of consummating the transactions.

After taking into account these and other factors, the Cargill board unanimously determined that the merger and contribution agreement and the transactions contemplated thereby were fair to, and in the bests interests of,

Cargill and its stockholders, and approved and authorized the merger and contribution agreement and the transactions contemplated thereby.

The full text of the written opinion of Goldman Sachs, dated January 26, 2004, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex F to this proxy statement/prospectus. You should read the opinion in its entirety. Goldman Sachs provided its opinion for the information and assistance of the IMC board of directors in connection with its consideration of the transactions. Goldman Sachs’ opinion is not a recommendation as to how any holder of shares of IMC common stock should vote with respect to the transactions.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

Goldman Sachs also held discussions with members of the senior managements of IMC, Cargill and the Cargill Fertilizer Businesses regarding their assessment of the strategic rationale for, and the potential benefits of, the transactions and the past and current business operations, financial condition, and future prospects of their respective companies, including discussions with the senior management of IMC regarding their assessment of the significant sensitivity of IMC’s business to commodity price movements in light of IMC’s relatively leveraged capital structure and the potential risks to IMC thereof. In addition, Goldman Sachs reviewed the reported price and trading activity for IMC common stock, compared certain financial and stock market information for IMC and certain financial information for the Cargill Fertilizer Businesses with similar financial and stock market information for certain other companies the securities of which are publicly traded, reviewed

the financial terms of certain recent business combinations in the fertilizer industry specifically and in other industries generally and performed such other studies and analyses as it considered appropriate.

Goldman Sachs relied upon the accuracy and completeness of all of the financial, accounting, tax and other information discussed with or reviewed by it and assumed such accuracy and completeness for purposes of rendering the opinion described above. In that regard, Goldman Sachs assumed, with IMC’s consent, that certain internal analyses and forecasts for IMC and the Cargill Fertilizer Businesses prepared by management of IMC and certain cost savings and operating synergies projected by the respective managements of IMC and Cargill to result from the transactions have been reasonably prepared on a basis reflecting the best currently available estimates and judgments of IMC and Cargill, as applicable, and that the synergies will be realized in the amounts and time periods contemplated thereby. In addition, Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any derivative or off-balance-sheet assets and liabilities) of IMC or Cargill or any of their respective subsidiaries and Goldman Sachs was not furnished with any such evaluation or appraisal. Goldman Sachs also assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the transactions would be obtained without any adverse effect on IMC or the Cargill Fertilizer Businesses or on the expected benefits of the transactions in any way material to its analysis. Goldman Sachs assumed, with IMC’s consent, that the exchange of IMC common stock for all of the outstanding PLP units held by parties unaffiliated with IMC would be consummated prior to the merger on terms that are not different, in any way material to its analysis, from the terms set forth in the agreement (as in effect on the date thereof) between IMC and the largest unaffiliated holder of PLP units (for information concerning that agreement, see “The PLP Merger—IMC’s Agreement with Alpine” beginning on page of this proxy statement/prospectus). Goldman Sachs did not express any opinion as to the prices at which the shares of Newco common stock may trade if and when they are issued nor does its opinion address the underlying business decision of IMC to engage in the transactions.

The following is a summary of the material financial analyses used by Goldman Sachs in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs. The order of analyses described does not represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before January 26, 2004 and is not necessarily indicative of current market conditions.

Pro Forma Merger Analysis. Goldman Sachs prepared pro forma analyses to assess the potential financial impact of the merger on IMC’s earnings per share. For each of the years 2004, 2005, 2006 and 2007, Goldman Sachs calculated earnings per share for the combined business based upon IMC’s projections for each of IMC and the Cargill Fertilizer Businesses as well as IMC’s estimates of synergies. Based on such analyses, under IMC’s Case I and Case II projections, the proposed transactions would be accretive to IMC’s earnings per share in each of the analyzed years, 2004 through 2007.

Future Stock Price Analysis. Goldman Sachs analyzed hypothetical IMC standalone future stock prices based upon forecasts provided by IMC’s management. Goldman Sachs determined a range of implied share values for the IMC common stock based on this analysis. The implied per share values were calculated in four steps: (1) calculating hypothetical future enterprise values by multiplying IMC’s projected EBITDA by a range of enterprise value to EBITDA multiples shown in the table below:

(2) calculating hypothetical future equity values by subtracting net debt outstanding at the end of each of the respective years per IMC projections; (3) calculating implied future stock prices per share by dividing the hypothetical equity values by IMC’s projection of fully diluted shares outstanding, assuming the conversion of the IMC 7.50% preferred stock; and (4) discounting these implied future stock prices to 2004 using an illustrative cost of equity for IMC standalone of 12.5%. IMC’s cost of equity was determined using the CAPM, comparable publicly traded data, qualitative assessments of IMC’s projected results and risks therein and relevant industry experience.

Goldman Sachs also analyzed hypothetical future stock prices of the combined company based upon forecasts provided by IMC’s management. The implied per share values were determined in four steps: (1) calculating the hypothetical future enterprise values by multiplying the combined business’ projected EBITDA (including a range of possible synergies) by a range of enterprise value to EBITDA multiples shown in the table below:

(2) calculating hypothetical future equity values by subtracting net debt outstanding at the end of each of the respective years per IMC projections; (3) calculating implied future stock prices per share by dividing the hypothetical equity values by IMC’s projection of fully diluted shares outstanding, assuming conversion of the IMC 7.50% preferred stock and assuming PLP’s minority shares are exchanged for shares of IMC common stock at an exchange ratio of 0.20x, and assuming 282.7 million shares of common stock of the combined company were issued to Cargill; and (4) discounting these implied future stock prices to 2004 using an illustrative cost of equity for the combined businesses of 10%.

The following table presents the results of the analysis of these hypothetical future stock prices of IMC, on a standalone basis, and of the combined business:

Contribution Analysis. Goldman Sachs also analyzed the ownership implied by the relative contribution of EBITDA and debt by IMC and the Cargill Fertilizer Businesses, respectively, to the combined business. The enterprise value contributed by each of IMC and Cargill was estimated as the sum of contributed potash EBITDA multiplied by an assumed multiple of 7.25x, contributed phosphate EBITDA multiplied by an assumed multiple of 6.50x, and contributed corporate expenses multiplied by an assumed multiple of 6.00x. The equity value contributed by each party was calculated by subtracting contributed net debt from the implied respective enterprise values. Implied ownership for IMC stockholders was calculated by comparing the equity value contributed by IMC to the equity value of the combined business. The following table presents IMC’s implied ownership based on the relative EBITDA contributions over various time periods:

Discounted Cash Flow Analysis. Goldman Sachs calculated illustrative present values of the IMC business and the combined business using projected standalone, unlevered, after-tax free cash flows of IMC and of the combined business, both prepared by IMC management. Goldman Sachs analyzed two sets of projections prepared by IMC management, labeled Case I and Case II. Case I assumes a more robust economic growth scenario and therefore stronger commodity prices and fertilizer demand. Case II assumes a weaker economic growth scenario and less robust commodity prices and fertilizer demand. The DAP and ammonia price assumptions underlying Case I and Case II are shown in the table below:

IMC management recognized in preparing Case II that the scenario would likely result in a breach of certain of the company’s covenants under its current bank facility and potential liquidity shortfalls; however, the scenario assumes IMC is able to achieve any necessary amendments to such facilities.

IMC’s weighted average cost of capital was calculated using IMC’s: (1) cost of equity, determined using the Capital Asset Pricing Model (CAPM), comparable publicly traded data, qualitative assessments of IMC’s projected results and risks therein, and relevant industry experience, and (2) IMC’s cost of debt. Similarly, the combined business’ weighted cost of capital was calculated using (1) IMC’s and its competitors’ costs of equity, determined using the CAPM, comparable publicly traded data, qualitative assessments of the combined business’ projected results and risks therein, and relevant industry experience, and (2) the combined business’ estimated cost of debt. These calculations suggested a weighted average cost of capital range of 9.0%–9.3% for IMC and 8.2%–8.5% for the combined company. The lower range for the combined company is reflective of lower perceived business risk and likely lower cost of debt. For ease of comparison, the following analyses reflect a range of discount rates from 8.0% to 11.0% for both IMC standalone and the combined business.

The discounted cash flow analyses were performed by applying discount rates ranging from 8.0% to 11.0% to IMC’s unlevered free cash flow projections and to estimated illustrative terminal values that resulted from applying perpetual growth rates ranging from 0.0% to 3.0% to IMC’s projected 2008 cash flow. Perpetual growth rates were based on IMC’s estimates of the potential long-term growth rates of the business. This analysis resulted in illustrative values of IMC on a per share basis; the illustrative values resulting from this analysis are set forth below:

Goldman Sachs also performed a discounted cash flow analysis on the unlevered, after-tax free cash flows of the combined business using two sets of projections prepared by IMC’s management, labeled Case I and Case II. These analyses were performed by applying discount rates ranging from 8.0% to 11.0% to the combined business’ unlevered free cash flow projections, including synergies, and to estimated illustrative terminal values that resulted from applying perpetual growth rates ranging from 0.0% to 3.0% to the combined business’ projected 2008 cash flow. Perpetual growth rates were based on IMC’s estimates of the potential long-term

growth rates of the combined business. This analysis resulted in illustrative present values of the combined business, including synergies, on a per share basis; the illustrative values resulting from this analysis are set forth below:

Implied Transaction Multiples Analysis. Goldman Sachs examined the enterprise value to EBITDA multiples implied by the stock consideration being issued to Cargill, based on (1) the price of the IMC common stock as of January 23, 2004 and (2) the price of the IMC common stock as of November 30, 2003 (prior to rumors of the transaction being circulated in public forums). Projected EBITDA was based on IMC’s Case I projections, and 2003E Normalized EBITDA was based on IMC’s estimate of both IMC’s and the Cargill Fertilizer Businesses 2003 EBITDA under “mid-cycle” commodity prices. The results of the analysis are summarized in the table below:

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses.

Goldman Sachs prepared these analyses for purposes of providing its opinion to the IMC board of directors as to the fairness from a financial point of view of the transactions. These analyses do not purport to be appraisals or necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of IMC, Cargill, Goldman Sachs or any other person assumes responsibility if future results are different from those forecast.

As described above, Goldman Sachs’ opinion to the IMC board of directors was one of many factors taken into consideration by the IMC board of directors in making its determination to approve the merger and contribution agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex F to this proxy statement/prospectus.

Goldman Sachs and its affiliates, as part of their investment banking business, are continually engaged in performing financial analyses with respect to businesses and their securities in connection with mergers and

acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and other transactions as well as for estate, corporate and other purposes. Goldman Sachs acted as financial advisor to IMC in connection with, and has participated in certain of the negotiations leading to, the transactions contemplated by the merger and contribution agreement. In addition, Goldman Sachs has provided certain investment banking services to IMC from time to time, including having acted as:

Goldman Sachs also has provided certain investment banking services to Cargill from time to time, including having acted as Cargill’s financial advisor in connection with the sale of its North American seed business in November 2000 and as a co-manager of Cargill’s MTN program during the past three years. Goldman Sachs also may provide investment banking and other services to IMC, Cargill, Newco and their respective affiliates in the future.

In addition, Goldman Sachs is a full service securities firm engaged, either directly or through its affiliates, in securities trading, investment management, financial planning and benefits counseling, risk management, financing and brokerage activities for both companies and individuals. In the ordinary course of these activities, Goldman Sachs and its affiliates may actively trade the debt and equity securities (or related derivative securities) of IMC and the debt securities of Cargill (or related derivative securities) for their own account and for the accounts of their customers and may at any time hold long and short positions of such securities.

The IMC board of directors selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the transactions. Pursuant to a letter agreement dated December 4, 2003, IMC engaged Goldman Sachs to act as its financial advisor in connection with a potential transaction involving Cargill. Pursuant to the terms of this letter agreement, a transaction fee of $15 million will become payable by IMC to Goldman Sachs upon completion of the transactions. In addition, IMC has agreed to reimburse Goldman Sachs for its reasonable expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs against various liabilities, including certain liabilities under the federal securities laws.

In considering the recommendation of the IMC board of directors with respect to the transactions, you should be aware that some of IMC’s directors and executive officers have interests in the transactions that may be different from, or in addition to, the interests of IMC’s stockholders generally. The IMC board of directors was aware of these interests and considered them, among other matters, when it approved and declared advisable

the merger and contribution agreement and determined that the merger and contribution agreement and the transactions are in the best interests of IMC and its stockholders. The material interests are summarized below.

Pursuant to the terms of the merger and contribution agreement and the investor rights agreement, on the effective date of the transactions:

For additional information regarding Newco’s governance matters, see “Agreements Between Newco and Cargill—Investor Rights Agreement” beginning on page of this proxy statement/prospectus.

The merger and contribution agreement provides that each option to acquire shares of IMC common stock and each other award based on IMC common stock, including restricted stock awards, outstanding immediately prior to the effective date of the merger will be converted into an option or other stock-based award to acquire shares of Newco common stock. The number of shares of Newco common stock to be issued upon the exercise or issuance of any IMC stock option or stock award outstanding as of the effective date of the transactions, and the exercise price thereof, if any, will be the same number or exercise price as in effect immediately prior to the effective date of the transactions. In addition, following the completion of the transactions, each IMC stock option and each other stock award granted by IMC will be governed by the same terms and conditions as those in effect immediately prior to the effective date of the transactions under the relevant IMC plan.

Approval of the merger and contribution agreement and the transactions by IMC’s common stockholders at the special meeting will constitute a “change in control” of IMC under the terms of IMC’s 1988 Stock Option and Award Plan, as amended and restated, which is referred to as the 1988 Stock Option Plan. All outstanding unvested stock options of IMC granted under the 1988 Stock Option Plan will vest upon the change in control of IMC, and the restrictions on all outstanding restricted stock awards granted under the 1988 Stock Option Plan will lapse upon the change in control of IMC.

Mr. Pertz, Mr. Porter, E. Paul Dunn, Jr., C. Steven Hoffman, Mary Ann Hynes, Stephen P. Malia and Robert M. Qualls, referred to together as IMC’s executive officers, have been granted options and restricted stock awards under the 1988 Stock Option Plan and, as of the effective date of the transactions, these options, to the extent unvested, will become fully vested and any restrictions on these restricted stock awards will lapse. As of the date of this document, Mr. Pertz holds options to purchase an aggregate of 2,848,040 shares of IMC common stock and an aggregate of 254,000 restricted stock awards, and IMC’s other executive officers hold options to purchase an aggregate of 2,328,956 shares of IMC common stock and an aggregate of 216,002 restricted stock awards.

As of the date of this document, IMC’s directors, other than Mr. Pertz, have similarly been granted options to purchase an aggregate of 221,425 shares of IMC common stock under IMC’s 1998 Stock Option Plan for Non-Employee Directors and options to purchase an aggregate of 40,000 shares of IMC common stock under the 1994 Stock Option Plan for Non-Employee Directors, which options were all fully vested on the date they were granted.

In 1997, IMC terminated the IMC Global Inc. Directors’ Retirement Service Plan and granted directors participating in that plan deferred stock units which are to be paid out on a one-for-one basis for shares of IMC common stock upon each director’s retirement from the IMC board of directors. Grants of deferred stock units were as follows: Mr. Bentele, 568 shares; Mr. Davidson, 1,229 shares; Mr. MacKay, 192 shares; Mr. Mathis, 367 shares; Mr. Thomas, 506 shares. The completion of the transactions will constitute a retirement event which will result in a payment of one share of IMC common stock for each deferred stock unit held by those directors at the effective date of the transactions.

IMC has entered into an employment agreement with Mr. Pertz, pursuant to which Mr. Pertz will receive certain severance benefits if he is involuntarily terminated other than for cause or if he terminates his employment for good reason (both referred to as a termination) following a change of control of IMC. A change of control of IMC will be deemed to have occurred under the terms of Mr. Pertz’s employment agreement upon the approval by IMC’s common stockholders of the transactions at the special meeting. In addition, Cargill and IMC have agreed in the merger and contribution agreement that the transactions will result in a termination under Mr. Pertz’s employment agreement, and that he will be entitled to the severance benefits set forth in that agreement. Mr. Pertz’s severance benefits include, among other things, a lump sum severance payment consisting of three times the sum of:

Assuming the closing of the transactions on June 30, 2004, the total estimated payments resulting from the severance package in Mr. Pertz’s employment agreement, together with payments for unused and accrued vacation time and the pro rata target bonus amount earned through the date of termination, are approximately $9,174,735. To receive any payment under his employment agreement, Mr. Pertz must sign a non-competition and confidentiality agreement covering the three years following the effective date of the transactions.

IMC has also entered into executive severance agreements with Messrs. Porter, Hoffman and Malia and Ms. Hynes, and key manager severance agreements with Messrs. Dunn and Qualls, pursuant to which each will receive certain severance benefits in the event of a termination following a change in control of IMC. A change of control of IMC will be deemed to have occurred under the terms of these executive severance agreements and key manager severance agreements upon the approval by IMC’s common stockholders of the transactions at the special meeting. In addition, Cargill and IMC have agreed in the merger and contribution agreement that the transactions will result in a termination under each of these executive severance agreements and key manager severance agreements, and Messrs. Porter, Hoffman, Malia, Dunn and Qualls and Ms. Hynes will be entitled to the severance benefits set forth in their respective agreements. These severance benefits include, among other things, a lump sum severance payment equal to three times the current annual base salary and target bonus amounts of Messrs. Porter, Hoffman, Malia and Dunn and Ms. Hynes and equal to two times the current annual base salary and target bonus amount of Mr. Qualls. Assuming the closing of the transactions on June 30, 2004, the amount of the severance payments expected to be made to these executives under his or her applicable executive severance agreement or key manager severance agreement, together with payments for unused and accrued vacation time and the pro rata target bonus amount earned through the date of termination, is as follows: Mr. Porter, approximately $2,623,342; Mr. Hoffman, approximately $1,906,104; Ms. Hynes, approximately $1,616,328; Mr. Malia, approximately $1,553,149; Mr. Dunn, approximately $1,347,353; and Mr. Qualls, approximately $967,204. To receive any payment under his or her applicable executive severance agreement or key manager severance agreement, each of the executives must sign a non-competition and confidentiality agreement covering the three years following the effective date of the transactions.

The merger and contribution agreement provides that Newco will indemnify and hold harmless, and provide advancement of expenses to, the present and former officers and directors of IMC, with respect to their acts or

omissions arising prior to the effective date of the transactions, to the same extent such rights were provided by the IMC certificate of incorporation or bylaws or any applicable indemnification agreement entered into prior to December 1, 2003, and to the fullest extent permitted under the Delaware General Corporation Law, referred to as the DGCL, and not expressly prohibited by the Sarbanes-Oxley Act of 2002.

In addition, the merger and contribution agreement requires Newco to maintain IMC’s current directors’ and officers’ liability and fiduciary insurance policies (or similar policies with coverage and amount no less favorable), in respect of acts or omissions occurring at or prior to the effective date of the transactions, for six years following the completion of the transactions. Newco, however, is not obligated to pay an annual premium in excess of 300% of the amount of the last annual premium paid by IMC prior to the execution of the merger and contribution agreement. If Newco cannot maintain the existing coverage without exceeding the 300% cap, Newco is required to provide such coverage as it may obtain for the amount of 300% of IMC’s last annual premium.

For information regarding IMC’s directors’ and executive officers’ beneficial ownership of IMC common stock, see “Security Ownership of Management and Principal Stockholders of IMC and Newco” beginning on page of this proxy statement/prospectus. IMC’s directors and executive officers will be entitled to receive the same consideration for their shares of IMC common stock as all other IMC common stockholders will receive as part of the transactions.

Harold H. MacKay, a member of the IMC board of directors, is a partner at the law firm of MacPherson Leslie & Tyerman LLP. MacPherson Leslie & Tyerman LLP has from time to time provided legal services to Cargill and its affiliates, for which it has received customary fees.

Mr. Pertz is a member of the IMC board of directors which approved the merger and contribution agreement.

Some of Cargill’s executive officers have interests in the transactions as individuals in addition to, and that may be different from, their interests as officers of Cargill. Each of the members of Cargill’s board of directors was aware of these interests and considered them in its decision to approve and adopt the merger and contribution agreement.

Fredric W. Corrigan. Mr. Corrigan, a Cargill executive vice president, is a director of Newco and will leave Cargill to become the chief executive officer and president of Newco.

Robert L. Lumpkins. Mr. Lumpkins, Cargill’s Vice Chairman and Chief Financial Officer, is a director of Newco and will become Chairman of Newco’s board of directors.

The transactions will be completed after all of the conditions to completion of the merger and contribution are satisfied or waived, including adoption of the merger and contribution agreement by the common stockholders of IMC. The merger and contribution will become effective at the time at which (i) the certificate of merger has been duly filed with the Secretary of State of the State of Delaware by IMC and GNS Acquisition Corp. and (ii) the parties have executed and delivered the documentation to effect the contribution to Newco by Cargill of the Cargill Fertilizer Businesses.

IMC and Cargill are working to complete the transactions as quickly as possible, and hope to do so by the summer of 2004, however it is possible that delays could require that the transactions be completed at a later date. Because the transactions are subject to closing conditions, including regulatory approval in the United States, Brazil, Canada, China and several other countries, the approval of the IMC common stockholders, the completion of the PLP merger and satisfaction of other customary closing conditions, IMC and Cargill cannot predict the exact timing of the closing.

Within five business days after the transactions are completed, an exchange agent for the merger, to be selected by Newco prior to the closing, will mail to IMC stockholders a letter of transmittal and instructions for surrendering their IMC stock certificates in exchange for Newco stock certificates. When you deliver your IMC stock certificates to the exchange agent along with a properly executed letter of transmittal and any other required documents, your IMC stock certificates will be cancelled and you will receive a certificate or certificates representing that number of shares of Newco stock that you are entitled to receive pursuant to the merger and contribution agreement.

You should not submit your IMC stock certificates for exchange until you have received the letter of transmittal and instructions referred to above.

You will be entitled to receive dividends or other distributions on Newco common stock, if any, with a record date after the merger is completed, but only after you have surrendered your IMC stock certificates. If there is any dividend or other distribution on Newco stock with a record date after the merger, you will receive the dividend or distribution promptly after the later of the date that your Newco shares are issued to you or the date the dividend or other distribution is paid to all Newco stockholders.

Newco will issue a Newco stock certificate or check in a name other than the name in which a surrendered IMC stock certificate is registered only if you present the exchange agent with all documents required to show and effect the unrecorded transfer of ownership and show that you paid any applicable stock transfer taxes.

Following completion of the transactions, the business of IMC and the Cargill Fertilizer Businesses will be continued by Newco and one or more of its wholly owned subsidiaries. The stockholders of IMC will become stockholders of Newco and their rights as stockholders will be governed by the Newco certificate of incorporation, the Newco bylaws and the laws of the State of Delaware. See “Comparison of the Rights of Newco and IMC Stockholders” beginning on page of this proxy statement/prospectus for a discussion of some of the differences in the rights of holders of Newco common stock and IMC common stock.

Pursuant to the merger and contribution agreement, for a period of at least two years following the completion of the transactions, Newco has agreed to refrain from disposing of the capital stock of or discontinuing the active business of certain subsidiaries of Newco that form part of the Cargill Fertilizer Businesses. Newco also has agreed not to take any action that could affect the qualification of the merger as a reorganization under Section 368(a) of the Internal Revenue Code or the merger and contribution, when considered together, as a tax-free transaction under Section 351 of the Internal Revenue Code. In addition, Newco has agreed not to take any action which would reasonably be likely to cause certain pre-contribution restructuring distributions by Cargill affiliates to be taxable under Section 355 of the Internal Revenue Code by virtue of Section 355(e) of the Internal Revenue Code.

The transactions will be accounted for using the purchase method of accounting. Accounting principles generally accepted in the United States require that one of the companies party to the transactions be designated as the acquiror for accounting purposes. Cargill has been designated as the acquiror based on the fact that Cargill will hold 66.5% of the Newco common stock after the completion of the transactions. The purchase price (based

on the average price of IMC common stock two days before, the day of, and two days after the announcement date of the transactions, January 27, 2004) will be allocated to IMC’s identifiable assets and liabilities based on their estimated fair market values at the date of the completion of the transactions, and any excess of the purchase price over those fair market values will be accounted for as goodwill. The results of final valuations of property, plant and equipment, and intangible and other assets and the finalization of any potential tax planning strategies and restructuring plans have not yet been completed. Newco will revise the allocation of the purchase price when additional information becomes available.

Certain regulatory requirements imposed by U.S. and foreign regulatory authorities must be complied with before the transactions are completed. IMC and Cargill are not aware of any material governmental consents or approvals that are required prior to the completion of the transactions other than those described below. IMC and Cargill have agreed that, if any additional governmental consents and approvals are required, they will each use their commercially reasonable efforts to obtain these consents and approvals.

Under the HSR Act and the rules promulgated under it by the FTC, the transactions cannot be completed until notifications have been given and certain information has been furnished to the FTC and the Antitrust Division and the specified waiting periods have expired or been terminated. Cargill and IMC filed notification and report forms under the HSR Act with the FTC and the Antitrust Division on January 30, 2004. On March 1, 2004, IMC and Cargill received a request for additional information from the Antitrust Division pertaining to the transactions. The companies are working with the Antitrust Division and responding promptly to the request for additional information. The additional information requested will supplement information already provided to the Antitrust Division in the original HSR filings and subsequent voluntary submissions.

A request by the Antitrust Division for additional information extends the waiting period under the HSR Act, during which the companies may not complete the transaction, to 30 days after they have complied with the Antitrust Division’s request. At any time before or after completion of the transactions, the Antitrust Division or the FTC or any state could take any action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the transactions, to rescind the transactions or to seek divestiture of particular assets of the Cargill Fertilizer Businesses or IMC. Private parties also may seek to take legal action under the antitrust laws under certain circumstances. A challenge to the transactions on antitrust grounds may be made, and, if such a challenge is made, it is possible that Cargill and IMC will not prevail.

Under the laws of some foreign jurisdictions, the transactions may not be completed unless filings are made with the antitrust regulatory authorities of these jurisdictions and, in some cases, these authorities approve or clear the transactions prior to their completion. The transactions require regulatory approvals of several foreign regulatory authorities, including Canada, Brazil, China and several other countries.

Cargill and IMC made a short-form pre-merger notification filing with the Commissioner of Competition under the Competition Act (Canada) on March 22, 2004. On April 5, 2004, the Commissioner gave notice requiring Cargill and IMC to submit a long-form pre-merger notification filing. The applicable statutory waiting period will expire 42 days following receipt by the Commissioner of a complete long-form notification. The companies intend to submit the required information as soon as possible. Cargill and IMC will be permitted to implement the transactions at the conclusion of the relevant waiting period, unless the Commissioner obtains an order from the Canadian Competition Tribunal preventing or delaying the completion of the transactions.

Cargill and IMC notified the competition authorities in Brazil of the transactions on February 16, 2004. Under the applicable law, the Ministry of Finance has 30 days to issue its report. The Ministry of Justice likewise

then has 30 days to issue its report. Subsequently, CADE (the antitrust commission) has 60 days after its receipt of the reports to issue a decision. Closing of the transactions may proceed before clearance is received.

Cargill and IMC notified Chinese authorities of the transactions on January 30, 2004. The Ministry of Finance of The People’s Republic of China indicated on March 3, 2004, that the transactions could be implemented.

Cargill and/or IMC conduct operations in a number of other jurisdictions where regulatory filings or approvals may be required in connection with the completion of the transactions, including Austria, Germany, Italy and Korea. Under the merger and contribution agreement, IMC and Cargill are required to obtain these approvals prior to completing the transactions, unless the failure to obtain the approvals would not reasonably be likely to have a material adverse effect on IMC or the Cargill Fertilizer Businesses or materially impair the long-term benefits that Cargill and IMC seek to derive from the transactions. Cargill and IMC are currently reviewing whether filings or approvals may be required or advisable in those other jurisdictions that may be material to Cargill and IMC.

It is possible that any of the regulatory authorities with which filings are made may seek regulatory concessions as conditions for granting approval of the transactions. Under the merger and contribution agreement, each of Cargill and IMC has agreed to use its commercially reasonable efforts (up to, but not beyond October 31, 2004) to complete the transactions, including to gain clearance from antitrust and competition authorities and to obtain other required approvals. However, neither Cargill nor IMC nor any of their respective subsidiaries or affiliates is required to hold separate or divest any of their businesses or assets, limit the geographic area or line of business or restrict the manner in which they or Newco carry on business if those actions would reasonably be likely to have a material adverse effect on IMC or the Cargill Fertilizer Businesses or materially impair the long-term benefits that Cargill and IMC seek to derive from the transactions.

Under the DGCL, IMC stockholders are not entitled to exercise dissenters’ or appraisal rights as a result of the transactions or to demand payment for their shares.

The shares of Newco common stock to be received by holders of IMC common stock in connection with the merger will be registered under the Securities Act and will be freely transferable, except for shares issued to any IMC common stockholder who is deemed to be an affiliate of IMC for purposes of Rule 144 or Rule 145 under the Securities Act at the time of the special meeting. Such affiliates of IMC may only resell their shares of Newco common stock in compliance with the Securities Act. The merger and contribution agreement requires IMC to use its commercially reasonable efforts to cause each of such affiliates of IMC to execute a written agreement to the effect that such persons will not transfer their Newco common stock except in compliance with the Securities Act.

This document does not constitute a registration statement covering resales of shares of Newco common stock by persons who are otherwise restricted from selling their shares pursuant to Rules 144 and 145 of the Securities Act.

It is a condition to the completion of the transactions that the Newco common stock and the Newco 7.50% preferred stock issuable to Cargill and the IMC stockholders pursuant to the merger and contribution agreement be approved for listing on the New York Stock Exchange, in each case subject to official notice of issuance. If the transactions are completed, the IMC common stock and the IMC 7.50% preferred stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended, referred to as the Securities Exchange Act.

On January 30, 2004, a lawsuit was filed in the Court of Chancery for New Castle County in Wilmington, Delaware by a common stockholder of IMC on behalf of a purported class of all common stockholders of IMC. Named as defendants in the complaint are IMC, all members of IMC’s board of directors and Cargill. The plaintiff alleges, among other things, that the individual defendants breached their fiduciary duties of care and loyalty to IMC’s common stockholders by, among other things, failing to conduct an auction or otherwise checking the market value of IMC before voting to approve the merger and contribution agreement, and that the merger consideration to be received by the IMC common stockholders is inadequate because, among other things, it is less than the “intrinsic value” of the IMC common stock and it does not offer a premium to the IMC common stockholders. The lawsuit seeks, among other things, to enjoin or rescind the transactions or, alternatively, to recover unspecified damages and costs. The defendants have secured an extension of the time to answer or otherwise plead to the complaint.

On February 24, 2004, a second lawsuit, similar to the lawsuit described above, was filed in the Court of Chancery for New Castle County in Wilmington, Delaware. On March 17, 2004, the Court of Chancery consolidated these two lawsuits and named the complaint in the lawsuit described in the previous paragraph as the operative complaint for the consolidated lawsuit.

IMC and Cargill believe that the consolidated lawsuit is without merit and intend to defend vigorously against it.

The following is a summary of the material terms of the merger and contribution agreement. This summary does not purport to describe all the terms of the merger and contribution agreement and is qualified in its entirety by reference to the complete text of the merger and contribution agreement, which is incorporated by reference and attached to this proxy statement/prospectus as Annex A. You are urged to read carefully the merger and contribution agreement in its entirety because this summary may not contain all the information that is important to you.

Pursuant to the merger and contribution agreement, Cargill, CFI, and certain of their subsidiaries, will contribute to Newco equity interests in entities (referred to as the contributed subsidiaries) owning all or substantially all of the assets, liabilities and obligations of the Cargill Fertilizer Businesses (excluding any tradenames and trademarks that incorporate the word “Cargill”).

Currently, the Cargill Fertilizer Businesses are owned by a number of direct and indirect wholly owned subsidiaries of Cargill. Prior to the closing of the transactions, the terms of the merger and contribution agreement require Cargill to restructure the Cargill Fertilizer Businesses as follows:

Consideration to be Received Pursuant to the Transactions; Treatment of Stock Options

The closing of the transactions will take place at 10:00 a.m. on the third business day after which the last to be fulfilled or waived of the conditions to closing has been satisfied or waived by the parties, unless the parties agree in writing to another date. See “—Conditions to the Transactions” below for a more complete description of the conditions that must be satisfied or waived prior to closing. The transactions will become effective on the date on which (i) IMC and GNS Acquisition Corp. have filed a certificate of merger with the Secretary of State of the State of Delaware and (ii) Cargill, CFI and certain of their subsidiaries have executed and delivered all necessary documentation to effect the contribution.

IMC and Cargill are working hard to complete the transactions quickly, and currently expect that the transactions will be completed during the summer of 2004. However, because completion of the transactions is subject to regulatory approvals and other conditions, the actual timing of the closing cannot be predicted with certainty.

As soon as reasonably practicable after the completion of the merger, and in any event within five business days after the merger is completed, an exchange agent to be selected by Newco will mail the following materials to each former IMC stockholder who holds one or more IMC stock certificates:

IMC stockholders should complete and sign the letter of transmittal and return it to the exchange agent together with the IMC stockholder’s IMC stock certificates in accordance with the instructions. At or prior to the completion of the merger, Newco will deposit with the exchange agent, in trust for the benefit of the former IMC stockholders, Newco stock certificates to be provided in exchange for IMC stock certificates.

After the merger, each certificate that previously represented shares of IMC common stock or IMC 7.50% preferred stock will only represent the right to receive:

No dividends or distributions with a record date after the merger with respect to Newco stock will be paid to the holder of any unsurrendered IMC stock certificate until the IMC stock certificate is surrendered by the holder to the exchange agent for exchange. When the IMC stock certificate is surrendered, any dividends that have been declared and paid after the closing date of the merger on the shares of Newco stock into which the IMC shares represented by the surrendered stock certificates were converted will be paid without interest.

All shares of Newco stock issued upon surrender of IMC stock certificates will be deemed to have been issued in full satisfaction of all rights relating to those shares of IMC stock. IMC will remain obligated, however, to pay any dividends or make any other distributions declared or made by IMC on IMC stock with a record date before the completion of the merger and that remain unpaid at the completion of the merger. If IMC stock certificates are presented to Newco, IMC or the exchange agent after the completion of the merger, they will be canceled and exchanged as described above.

Newco has agreed to use its best efforts to, and IMC and Cargill have agreed to use their best efforts to cause Newco to, cause the shares of Newco stock to be issued in the transactions to be approved for listing on the New York Stock Exchange, subject to official notice of issuance. Such listing approval is a condition to the obligations of the parties to the merger and contribution agreement to complete the transactions. In addition, Newco has agreed to use its best efforts to, and IMC and Cargill have agreed to use their best efforts to cause Newco to, cause the shares of Newco common stock issuable upon exercise of the IMC stock options assumed by Newco pursuant to the terms of the merger and contribution agreement to be approved for listing on the New York Stock Exchange.

IMC, Cargill, CFI, Newco and GNS Acquisition Corp. each made a number of customary representations and warranties in the merger and contribution agreement, generally qualified by material adverse effect. The representations and warranties will not survive after the transactions have been completed.

The representations and warranties in the merger and contribution agreement are complicated and not easily summarized. You are urged to carefully read the sections in the merger and contribution agreement under the headings “Representations and Warranties of IMC,” “Representations and Warranties of Cargill and CFI” and “Representations and Warranties of Newco and GNS Acquisition Corp.”

Many of the representations and warranties given by IMC, on the one hand, and Cargill and CFI, on the other hand, are substantially reciprocal, and cover the following topics as they relate to IMC and its subsidiaries, on the one hand, and Cargill and CFI and their respective subsidiaries that operate the Cargill Fertilizer Businesses, on the other hand:

Representations and warranties made solely by IMC relate to IMC’s capital structure, SEC filings made by IMC and PLP, employee benefit plans, the opinion of IMC’s financial advisor, anti-takeover statutes and IMC’s rights plan.

Representations and warranties made solely by Cargill and CFI relate to the indebtedness of the Cargill Fertilizer Businesses, the sufficiency of the assets to be owned by the contributed subsidiaries, transactions between Cargill and the Cargill Fertilizer Businesses and the fact that no vote is required by Cargill stockholders to consummate the contribution.

The representations and warranties given by Newco and GNS Acquisition Corp. cover the following topics as they relate to Newco, GNS Acquisition Corp. and their subsidiaries:

Many of the representations and warranties contained in the merger and contribution agreement are qualified by “material adverse effect.” This qualification also applies to some of the covenants and conditions to the transactions described under “—Conditions to the Transactions” below, as well as to termination of the merger and contribution agreement for breaches of representations and warranties as described under “—Termination of the Merger and Contribution Agreement.” For purposes of the merger and contribution agreement, “material adverse effect” means, with respect to IMC, the Cargill Fertilizer Businesses or Newco, as applicable, any change, effect, event, occurrence or state of facts that is materially adverse to the business, properties, financial condition or results of operations of IMC and its subsidiaries, the Cargill Fertilizer Businesses or Newco and its subsidiaries, as the case may be, taken as a whole. However, any change, effect, event, occurrence or state of facts relating to, caused by or resulting from the following will not be taken into account in determining whether there has been (or whether there is reasonably expected to be) a “material adverse effect”:

IMC and Cargill (solely with respect to the Cargill Fertilizer Businesses) have each undertaken certain covenants concerning the conduct of the IMC businesses and the Cargill Fertilizer Businesses, as applicable, between the date the merger and contribution agreement was signed and the completion of the transactions. Those covenants are complicated and not easily summarized. You are urged to carefully read Sections 8.01 and 8.02 in the merger and contribution agreement, which are respectively entitled “Conduct of Business by IMC” and “Conduct of Business by Cargill.”

Under the merger and contribution agreement, each of IMC and Cargill (solely with respect to the Cargill Fertilizer Businesses) and their respective subsidiaries have agreed that, prior to completion of the transactions, except as expressly contemplated or permitted by the merger and contribution agreement, they will carry on their respective businesses in the ordinary course consistent with past practices, and will use all reasonable efforts, among other things, to preserve intact their business organizations and relationships with third parties and to keep available the services of their present officers and employees.

In addition to the provisions above, IMC and Cargill (solely with respect to the Cargill Fertilizer Businesses) have also agreed that, prior to the completion of the transactions, they will conduct their respective businesses in compliance with certain restrictions, unless the other party otherwise consents in writing and except as expressly contemplated by the merger and contribution agreement.

Each of IMC and Cargill (solely with respect to the Cargill Fertilizer Businesses) have agreed that they will not, and will not permit any of their respective subsidiaries or other controlled entities to:

In addition, IMC has agreed that it will not adopt or propose any change to its certificate of incorporation or its bylaws, and has agreed that IMC will not, and will not permit any of its subsidiaries or other controlled entities to:

Pursuant to the merger and contribution agreement, each of IMC and Cargill has agreed, as of the date of signing of the merger and contribution agreement, to instruct its officers, directors and employees and any of its advisors, agents or representatives to terminate discussions or negotiations with third parties regarding takeover proposals (as described below) and request the return or destruction of any confidential information provided in relation to such discussions. Each of IMC and Cargill has also agreed, subject to limited exceptions, that it will not, nor will it authorize or permit any of its subsidiaries, any of its or their officers, directors or employees or any advisors, agents or representatives to, whether directly or indirectly through another person:

With respect to Cargill, a takeover proposal is any inquiry, proposal or offer (other than those related to the transactions) by a third party, whether or not conditional and whether or not withdrawn, (i) for a merger, consolidation, dissolution, recapitalization or other business combination involving the Cargill Fertilizer Businesses taken as a whole or (ii) to acquire 20% or more of the equity securities of any contributed subsidiaries or assets that represent 20% or more of the total consolidated Cargill fertilizer assets.

With respect to IMC, a takeover proposal is any inquiry, proposal or offer (other than those related to the transactions) by a third party, whether or not conditional and whether or not withdrawn, (i) for a merger, consolidation or other business combination involving IMC, (ii) for the issuance of 20% or more of the equity securities of IMC as consideration for the assets or securities of a third party or (iii) to acquire 20% or more of the equity securities or the total consolidated assets of IMC.

Despite the restrictions described above, the IMC board of directors is not prohibited from taking and disclosing to IMC’s stockholders a position contemplated by Rule 14e-2(a) or Rule 14d-9 under the Securities Exchange Act. In addition, IMC and the IMC board of directors are permitted, subject to limitations set forth below, to take the following actions:

The actions described in each of the four bullet points in the previous paragraph may be taken only if the IMC board of directors determines in good faith, after consulting with outside legal counsel, that failure to take any of those actions would be a violation of its fiduciary duties under applicable law. In addition, the actions described in each of the second, third and fourth bullet points in the previous paragraph may only be taken if the IMC board of directors determines, after consultation with its financial advisor, that the relevant takeover proposal constitutes, or is reasonably likely to constitute, a superior proposal (as described below). IMC has agreed to notify Cargill of any takeover proposal or request for information or other inquiry that IMC reasonably believes could lead to a takeover proposal, and to keep Cargill fully informed of the status and terms of the inquiry.

A superior proposal is any bona fide written offer by a third party that, if consummated, would result in the third party (or its shareholders) owning greater that 50% of the shares of IMC common stock then outstanding or all or substantially all of the consolidated assets of IMC:

The merger and contribution agreement provides that the surviving entity in the merger will assume all obligations for indemnification and exculpation from liabilities for acts or omissions occurring prior to the effective date of the transactions for all past and present directors and officers of IMC and its subsidiaries or fiduciaries under benefits plans to the same extent as such individuals are indemnified or have the right to advancement of expenses as of the effective date of the transactions. Newco will indemnify and hold harmless, and provide advancement of expenses to, these same directors and officers, with respect to their acts or omissions arising prior to the effective date of the transactions, to the same extent such rights were provided by the IMC certificate of incorporation or bylaws or any applicable indemnification agreement entered into prior to December 1, 2003, and to the fullest extent permitted under the DGCL and not expressly prohibited by the Sarbanes-Oxley Act of 2002.

After the completion of the transactions, Newco will maintain and operate the IMC employee benefit plans through December 31, 2004. Subject to obligations under applicable law, Newco intends to develop and implement new benefit plans, on or as soon as reasonably practicable following the effective date of the transactions, which, among other things:

Newco will honor, grant and pay for any and all earned vacation payable to employees of IMC and the Cargill Fertilizer Businesses, and will provide past service credit for service time worked with IMC and the Cargill Fertilizer Businesses in granting paid vacation time under Newco’s vacation policy.

With respect to Newco benefit plans in which employees and former employees of Cargill and IMC become eligible to participate after the completion of the transactions, and in which such employees and former employees did not participate prior to the completion of the transactions, Newco will on the effective date of the transactions, to the extent not resulting in duplication of benefits:

Cargill will not transfer to Newco any of its benefit plans or the assets thereof. Retirees of the Cargill Fertilizer Businesses and active employees of the Cargill Fertilizer Businesses eligible to retire will be eligible to participate in Cargill’s retiree medical plan, and claims under such plan will be the sole responsibility of Cargill. Newco will become a participating employer in Cargill’s pension plans, but employees of the Cargill Fertilizer Businesses who are employed by Newco will not accrue credit for service under the Cargill pension plans after December 31, 2004. Cargill may, in its discretion, elect to keep the employees of the Cargill Fertilizer Businesses under the Cargill pension plan until December 31, 2004, allowing Newco to efficiently enroll all Newco employees on a Newco pension plan after December 31, 2004. Pensionable salaries will not be frozen at the effective date of the transactions.

Newco has agreed to assume the rights and obligations of IMC under specified individual employment, termination, retention, severance, confidentiality, non-disclosure or other similar contracts. Cargill, IMC and Newco have acknowledged and agreed that the closing of the transactions will constitute a “termination” as defined in certain of those agreements, thereby triggering change in control severance payments and benefits which Newco has agreed it will pay to the individuals covered by those agreements. For a discussion of the severance arrangements of IMC’s executive officers that will be triggered by the closing of the transactions, see “The Transactions—Interests of IMC’s Directors and Executive Officers in the Transactions—Severance Arrangements” beginning on page of this proxy statement/prospectus.

Newco will assume the IMC stock plans with the result that all outstanding IMC stock options will be converted into options to purchase Newco common stock. See “—Consideration to be Received Pursuant to the Transactions; Treatment of Stock Options” above.

Pursuant to the merger and contribution agreement, Cargill has agreed, subject to the limitations described in the following paragraph, that, from the effective date of the transactions, it will indemnify Newco and its

subsidiaries, their respective directors, managers, officers and employees and the successors of the foregoing indemnified parties against any losses incurred in connection with or arising from:

Pursuant to the merger and contribution agreement, Newco has agreed, subject to the limitations described in the following paragraph, that, from the effective date of the transactions, it will indemnify Cargill and its subsidiaries (other than Newco and its subsidiaries), their respective directors, managers, officers and employees and the successors of the foregoing indemnified parties against any losses incurred in connection with or arising from:

Pursuant to the merger and contribution agreement, Cargill has agreed that, until the third anniversary of the effective date of the transactions, it will not, and it will not permit any of its subsidiaries to, other than by virtue of their ownership of shares of capital stock of Newco:

Newco has agreed that, until the third anniversary of the effective date of the transactions, it will not, and it will not permit any of its subsidiaries to:

Cargill has agreed pursuant to the merger and contribution agreement that, if at any time prior to the third anniversary of the effective date of the transactions, it determines that the sale of fertilizer is desirable in conjunction with its sale of grain in geographic regions where Newco is not then located, it will provide Newco a right of first refusal to enter into the region to provide fertilizer to Cargill in that region. If Newco accepts that opportunity within 30 days of receipt of written notice by Cargill, Cargill and Newco will negotiate commercially reasonable terms for the commercial relationship. If Newco does not accept the opportunity within 30 days of Cargill’s written notice, Cargill is permitted to sell fertilizer or contract with third parties to sell fertilizer in that region.

If, at any time prior to the third anniversary of the effective date of the transactions, Cargill acquires a third party that has a business unit or division that is engaged in a business which is in competition with the Cargill Fertilizer Businesses, it will offer to Newco the opportunity to purchase that competing business on an arms-length basis and on mutually acceptable terms. Similarly, if Newco acquires, during the three years following the effective date of the transactions, a third party that has a business unit or division that is engaged in a business which is in competition with Cargill’s business units, it will offer Cargill the opportunity to purchase that competing business on an arms-length basis and on mutually acceptable terms.

if any of the above consequences would have a material adverse effect on IMC or Cargill (except that actions taken by any federal or state governmental authority are not subject to such materiality standard) or materially impair the long-term benefits sought to be derived from the transactions;

IMC’s obligation to complete the transactions is also subject to the following additional conditions:

Cargill and CFI’s respective obligations to complete the transactions are also subject to the following additional conditions:

In addition, the merger and contribution agreement may also be terminated by IMC if:

Except as described below, whether the transactions are completed or the merger and contribution agreement is terminated, all costs and expenses incurred in connection with the merger and contribution agreement and the transactions will be paid by the party incurring the expense. Cargill and IMC will pay 66.5% and 33.5%, respectively, of the costs of preparing, filing with the SEC and distributing this proxy statement/prospectus and all costs of filing the pre-merger notification and report under the HSR Act and all applicable filings under foreign competition laws.

IMC will be required to pay Cargill a termination fee of $30 million in the event that the merger and contribution agreement is terminated:

The termination fee is required to be paid by IMC at different times, depending on what provision is used to terminate the merger and contribution agreement. If the termination fee becomes payable pursuant to the first, second or fourth bullet points above, the fee is required to be paid to Cargill upon the earlier of IMC entering into a definitive agreement with respect to a takeover proposal or completing a takeover proposal. If the termination fee becomes payable pursuant to the third or fifth bullet points above, the fee is required to be paid to Cargill prior to or concurrently with the termination. In any case, the termination fee is payable to Cargill by wire transfer of same-day funds.

Cargill will be required to pay IMC a termination fee of $30 million in the event that the merger and contribution agreement is terminated by IMC:

The termination fee is required to be paid by Cargill at different times, depending on what provision is used to terminate the merger and contribution agreement. If the termination fee becomes payable pursuant to the first

bullet point above, the fee is required to be paid to IMC upon the earlier of Cargill entering into a definitive agreement with respect to a takeover proposal or completing a takeover proposal. If the termination fee becomes payable pursuant to the second bullet point above, the fee is required to be paid to IMC prior to or concurrently with the termination. In any case, the termination fee is payable to IMC by wire transfer of same-day funds.

Failure by either IMC or Cargill to pay the termination fee promptly will require that party to pay the other party’s expenses in obtaining any judgment against the party obligation to pay the termination fee, as well as interest on the payments due at the prime rate of Citibank, N.A. in effect on the date the termination fee was required to be made.

The merger and contribution agreement may be amended by the parties at any time before or after the special meeting, provided that, once the merger and contribution agreement has been adopted and approved by IMC’s common stockholders, any amendment that would require further stockholder approval under applicable law must be submitted to the common stockholders of IMC for approval. All amendments to the merger and contribution agreement must be in a writing signed by each party. In addition, any amendment made to the merger and contribution agreement after the effective date of the transactions must comply with any applicable provisions of the investor rights agreement described in “Agreements between Newco and Cargill—Investor Rights Agreement” beginning on page of this proxy statement/prospectus.

At any time before the effective date of the transactions, any party to the merger and contribution agreement may, to the extent legally allowed:

The following discussion addresses the material U.S. federal income tax consequences to an IMC common stockholder or an IMC 7.50% preferred stockholder of the exchange of shares of IMC common stock or IMC 7.50% preferred stock, respectively, in the merger and the ownership and disposition of shares of Newco common stock or Newco 7.50% preferred stock received pursuant to the merger. It represents the views of Sidley Austin Brown & Wood LLP, counsel to IMC, and is not binding on the U.S. Internal Revenue Service. This discussion is based on the Internal Revenue Code, its legislative history, applicable Treasury regulations, administrative interpretations and court decisions, each as in effect as of the date of this document, and all of which are subject to change, or change in interpretation, possibly with retroactive effect.

This discussion does not address any aspects of U.S. federal taxation other than federal income taxation or any aspects of state, local or foreign taxation.

This discussion addresses only IMC stockholders that hold shares of IMC common stock or IMC 7.50% preferred stock (and shares of Newco common stock or Newco 7.50% preferred stock received pursuant to the merger) as capital assets and does not address all aspects of U.S. federal income taxation that may be relevant to a holder of shares of IMC common stock or IMC 7.50% preferred stock in light of that stockholder’s particular circumstances or to a stockholder subject to special rules, such as:

For purposes of this discussion, a “U.S. holder” is any beneficial owner of shares of IMC common stock or IMC 7.50% preferred stock or Newco common stock or Newco 7.50% preferred stock who or which is, for U.S. federal income tax purposes:

For purposes of this discussion, a “non-U.S. holder” is any beneficial owner of shares of IMC common stock or IMC 7.50% preferred stock or Newco common stock or Newco 7.50% preferred stock who or which is not a U.S. holder or an entity treated as a domestic or foreign partnership.

Special rules, not discussed in this document, may apply to persons investing through entities treated for U.S. federal income tax purposes as partnerships, and those persons should consult their own tax advisors in that regard.

Holders of shares of IMC common stock or IMC 7.50% preferred stock are urged to consult with a tax advisor regarding the tax consequences of the exchange of shares of IMC common stock or IMC 7.50% preferred stock in the merger and of owning and disposing of shares of Newco common stock or Newco 7.50% preferred stock received pursuant to the merger.

U.S. Holders. It is anticipated that the merger will qualify for U.S. federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code, and the merger and contribution agreement provides that it is a condition of the obligation of IMC to complete the merger that it receive an opinion from Sidley Austin Brown & Wood LLP to that effect. If the merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code, the following will be the material U.S. federal income tax consequences of the merger to a U.S. holder of shares of IMC common stock or IMC 7.50% preferred stock:

The opinion described above will be based, in part, on customary assumptions, representations and covenants, including those contained in the certificates of officers of Cargill, IMC and Newco. If any of those assumptions, representations or covenants is inaccurate as of the effective time of the transactions, the tax consequences of the merger could differ from those described above.

Opinions of counsel neither bind the Internal Revenue Service or any court, nor preclude the Internal Revenue Service from adopting a contrary position. No ruling has been or will be sought from the Internal Revenue Service on the tax consequences of the merger.

Non-U.S. Holders. Even if the merger is a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code, a non-U.S. holder of shares of IMC common stock or IMC 7.50% preferred stock could be required to recognize gain under the Foreign Investment in Real Property Tax Act (sometimes referred to as FIRPTA) as a result of the merger, if IMC is or has been a “United States real property holding corporation” for U.S. federal income tax purposes during the five-year period preceding the merger (or, if shorter, the period the non-U.S. holder has held such shares of IMC common stock) and certain other conditions are met. IMC cannot provide any assurance that it has not been a United States real property holding corporation at any time during the five-year period preceding the merger. However, under a special exception applicable to shares of a class of stock that is regularly traded on an established securities market, a non-U.S. holder of shares of IMC common stock or IMC 7.50% preferred stock will not be required to recognize gain on the merger if the holder has beneficially owned (actually and constructively) no more than 5% of the outstanding shares of IMC stock of such class during the five-year period preceding the merger (or, if shorter, the period the holder has held such shares).

IMC is not aware of any non-U.S. holder who or which has beneficially owned more than 5% of the outstanding shares of IMC common stock or IMC 7.50% preferred stock at any time during the applicable period. Any such non-U.S. holder should consult his or its own tax advisor regarding the U.S. federal income tax consequences of the merger.

The merger and contribution agreement provides for Cargill and its affiliates to contribute equity interests in entities owning the Cargill Fertilizer Businesses to Newco immediately prior to the merger. A holder of shares of IMC common stock or IMC 7.50% preferred stock will not recognize any gain or loss upon such contribution.

A distribution of cash with respect to shares of Newco common stock will be treated as a dividend for U.S. federal income tax purposes to the extent that it is paid out of current or accumulated earnings and profits of Newco. To the extent that the amount of a distribution exceeds the earnings and profits of Newco, it will be treated first as a tax-free return of capital to the extent of the holder’s adjusted tax basis in the shares of Newco common stock and thereafter as capital gain.

U.S. Holders. In general, dividends paid to a U.S. holder of shares of Newco common stock will be taxed at the rates applicable to ordinary income. Under recently enacted legislation, individual U.S. holders who receive distributions on shares of Newco common stock that are treated as dividends for U.S. federal income tax purposes may be subject to U.S. federal income taxation with respect to such distributions at reduced rates applicable to long-term capital gains, not exceeding 15%. This tax relief is available for “qualified dividend income” received in tax years beginning before January 1, 2009. Unless this tax reduction is extended by future legislation, qualified dividend income received in tax years beginning on or after January 1, 2009 will be taxed at the rates applicable to ordinary income. Qualified dividend income does not include dividends on stock with respect to which the holder does not meet a minimum holding period requirement or dividends on stock to the extent the holder is obligated to make related payments with respect to substantially similar or related property (e.g., pursuant to a short sale of such stock).

To the extent that distributions on shares of Newco common stock are treated as dividends for U.S. federal income tax purposes, corporate U.S. holders may be eligible for the 70% dividends-received deduction. Corporate U.S. holders of shares of Newco common stock are urged to consult their own tax advisors regarding the limitations on the availability of the dividends-received deduction.

Non-U.S. Holders. Dividends paid to a non-U.S. holder of shares of Newco common stock generally will be subject to withholding of U.S. federal income tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty), unless the dividends are effectively connected with the conduct of a trade or business of the non-U.S. holder within the United States, in which case the non-U.S. holder generally will be taxed at rates applicable to U.S. holders (on a net income basis) on the dividends that are effectively connected with the conduct of such trade or business, and such dividends will not be subject to the withholding described above. If the non-U.S. holder is a corporation, any effectively connected income may also be subject to an additional “branch profits tax” at a 30% rate or at a lower rate if the non-U.S. holder is eligible for the benefits of an income tax treaty that provides for a lower rate.

U.S. Holders. A U.S. holder of shares of Newco common stock generally will recognize capital gain or loss on a sale or exchange of shares of Newco common stock equal to the difference between the amount realized

upon the sale or exchange and the holder’s adjusted tax basis in the shares sold or exchanged. Any capital gain or loss will be long-term capital gain or loss if the holder’s holding period for the shares sold or exchanged is more than one year. Long-term capital gain of a non-corporate U.S. holder that is recognized before January 1, 2009 is generally taxed at a maximum rate of 15%. Unless this tax reduction is extended by future legislation, a maximum tax rate of 20% will apply to long-term capital gain recognized after that date. The deductibility of capital losses is subject to limitations.

Non-U.S. Holders. A non-U.S. holder generally will not be subject to U.S. federal income tax on any gain realized on the sale or exchange of shares of Newco common stock unless (1) the gain is effectively connected with the conduct of a United States trade or business by the non-U.S. holder, (2) in the case of a gain realized by an individual non-U.S. holder, the individual is present in the United States for 183 days or more during the taxable year of disposition and certain other conditions are satisfied or (3) Newco is or has been a “United States real property holding corporation” for U.S. federal income tax purposes during the five-year period preceding the sale or exchange (or, if shorter, the period the non-U.S. holder has held such shares of Newco common stock) and, during that period, the non-U.S. holder has beneficially owned (actually or constructively) more than 5% of the outstanding shares of Newco common stock. Newco cannot provide any assurance that it will not become a United States real property holding corporation upon consummation of the transactions contemplated by the merger and contribution agreement or at some future date.

The U.S. federal income taxation of holders of shares of Newco 7.50% preferred stock on distributions received with respect to such shares is governed by the principles discussed in “—Tax Consequences of Owning Shares of Newco Common Stock—Distributions with Respect to Shares of Newco Common Stock,” above.

Conversion of Shares of Newco 7.50% Preferred Stock into Shares of Newco Common Stock

As a general rule, a holder will not recognize gain or loss on the conversion of shares of Newco 7.50% preferred stock into shares of Newco common stock, whether the conversion is mandatory, optional or at Newco’s option pursuant to its provisional conversion right, described in “Description of Newco Capital Stock Following the Transactions—Rights and Preferences of Newco Capital Stock—Newco 7.50% Preferred Stock” beginning on page of this proxy statement/prospectus. However, if in connection with conversion Newco elects to deliver shares of Newco common stock with respect to distributions on the Newco 7.50% preferred stock that have been previously declared or are in arrears, the holder must treat the fair market value of such common shares as a distribution, subject to the rules discussed previously under “—Distributions with Respect to Shares of Newco 7.50% Preferred Stock.”

The holder’s tax basis in the shares of Newco common stock permitted to be received on a tax-free basis will generally equal the tax basis in the shares of Newco 7.50% preferred stock converted, and the holding period of such common shares will include the holding period of the shares of Newco 7.50% preferred stock converted. The tax basis of any shares of Newco common stock received on conversion that are treated as a distribution will equal their fair market value on the date of the distribution, and their holding period will begin on the day following the date of the distribution.

Any cash that Newco pays in connection with conversion with respect to distributions that have been previously declared or are in arrears will be treated as a distribution, subject to the rules discussed previously under “—Distributions with Respect to Shares of Newco 7.50% Preferred Stock.” The U.S. federal income tax treatment of other cash that Newco pays in connection with conversion (including cash paid with respect to accrued distributions that are neither declared nor in arrears and cash paid with respect to future distributions in connection with a conversion at Newco’s option, but not including cash in lieu of a fractional share) is not

entirely clear. Although such cash may also be treated as a distribution, it seems more properly treated as an additional amount received in the conversion. Assuming that this is the proper treatment, the holder will realize a gain (or loss) on the conversion to the extent that the sum of the cash and the fair market value of all common shares received exceeds (or is less than) the holder’s tax basis in the shares of Newco 7.50% preferred stock and will recognize such gain (but not loss) up to the amount of the cash received. It is likely, but not certain, that any such gain will be a capital gain which will be long-term if the holder has held the shares of Newco 7.50% preferred stock for more than one year. U.S. holders are advised to consult with their own tax advisors regarding the U.S. federal income tax treatment of cash, if any, received in connection with the conversion of shares of Newco 7.50% preferred stock. Non-U.S. holders should not be subject to U.S. federal income tax on any gain recognized with respect to the receipt of such cash, except in the circumstances referred to in “—Dispositions of Shares of Newco 7.50% Preferred Stock,” below.

If a holder receives cash in lieu of a factional share of Newco common stock on conversion, the holder will be treated for U.S. federal income tax purposes as having received such fractional share and then having it redeemed by Newco. The holder will recognize a gain (or loss) on the deemed redemption to the extent that the amount of cash received exceeds (or is less than) the holder’s tax basis in such fractional share, determined under the rules discussed above. Under published authority issued by the Internal Revenue Service, any such gain (or loss) will be a capital gain (or loss), which will be long-term if the holder has held the shares of Newco 7.50% preferred stock for more than one year. Non-U.S. holders should not be subject to U.S. federal income tax on any gain recognized with respect to the receipt of cash in lieu of a fractional share of Newco common stock, except in the circumstances described in “—Tax Consequences of Owning Shares of Newco Common Stock—Dispositions of Shares of Newco Common Stock,” above.

Holders of shares of Newco 7.50% preferred stock might be treated as receiving a constructive distribution from Newco if:

An adjustment in a conversion rate would not be considered made pursuant to a reasonable anti-dilution formula if the adjustment were made to compensate for certain taxable distributions with respect to shares of Newco common stock. Thus, certain adjustments to the mandatory conversion rate, the optional conversion rate or the provisional conversion rate to reflect Newco’s distribution of certain rights, warrants, evidences of indebtedness, securities or other assets to holders of shares of Newco common stock may result in constructive distributions to the holders of shares of Newco 7.50% preferred stock. These distributions would be treated in the manner described above under “—Distributions with Respect to Shares of Newco 7.50% Preferred Stock.”

The U.S. federal income taxation of holders of shares of Newco 7.50% preferred stock on the disposition of such shares is governed by the principles discussed in “—Tax Consequences of Owning Shares of Newco Common Stock—Dispositions of Shares of Newco Common Stock,” above.

U.S. Holders. In general, information reporting requirements will apply to dividend payments on shares of Newco common stock or Newco 7.50% preferred stock and the payment of proceeds from the sale of shares of Newco common stock or Newco 7.50% preferred stock effected at a United States office of a broker or a foreign

office of a broker in some circumstances. In addition, certain holders may be subject to backup withholding (currently at a rate of 28%) with respect to the payment of dividends on shares of Newco common stock or Newco 7.50% preferred stock and to the payment of proceeds from the sale of shares of Newco common stock or Newco 7.50% preferred stock effected at a United States office of a broker or a foreign office of a broker under certain circumstances, unless such holders provide a correct taxpayer identification number or certification of other exempt status and otherwise comply with the applicable requirements of the backup withholding rules.

Non-U.S. Holders. Non-U.S. holders may be required to establish their exemption from information reporting and backup withholding by certifying their status on an appropriate Internal Revenue Service Form W-8.

Any amount withheld under the backup withholding rules from a payment to a holder of shares of Newco common stock or Newco 7.50% preferred stock will be allowable as a credit against such holder’s U.S. federal income tax liability, which may entitle the holder to a refund, provided that the holder furnishes required information to the Internal Revenue Service.

The following is a summary of the material provisions of the investor rights agreement and the registration rights agreement. The investor rights agreement and registration rights agreement are attached as Annexes B and C, respectively, to this proxy statement/prospectus. The rights and obligations of the parties to those agreements are governed by the express terms and conditions of those agreements and not this summary or any other information contained in this proxy statement/prospectus. You should read those agreements carefully and in their entirety because they will give you a more complete understanding of the transactions.

Concurrently with the execution of the merger and contribution agreement, Cargill entered into an investor rights agreement with Newco. The investor rights agreement will become effective on the effective date of the transactions. If the merger and contribution agreement is terminated without completion of the transactions, the investor rights agreement will automatically terminate.

“Voting securities,” as used in the investor rights agreement, means Newco’s common stock, Newco’s Class B common stock, shares of any other class of capital stock of Newco entitled to vote generally in the election of directors of Newco and any securities convertible or exchangeable into or for any shares of capital stock of Newco and any rights or options to acquire any of the foregoing.

During the standstill period, with respect to each election of directors of Newco, Cargill has agreed to take (including causing its representatives or designees on Newco’s board of directors to take) all commercially reasonable actions to cause the slate of nominees recommended by the Newco board of directors to the Newco stockholders to include:

Cargill has also agreed to vote, during the standstill period, the voting securities held by it for the slate of director nominees recommended by the Newco board of directors, and against any alternative slate of director nominees.

Any vacancy in the Newco board of directors during the standstill period will be filled either by the remaining Cargill Directors, if the departing director was a Cargill Director, or by the remaining IMC Directors, if the departing director was an IMC Director.

Also during the standstill period, Newco and Cargill have agreed to take all commercially reasonable actions to cause Newco’s board of directors to be classified into three classes as follows: (1) Class I being

comprised of two Cargill Directors and one IMC Director; (2) Class II being comprised of three Cargill Directors and two IMC Directors; and (3) Class III being comprised of two Cargill Directors and one IMC Director. The investor rights agreement also provides for the following relating to the composition of Newco’s board of directors and the committees thereof during the standstill period:

“Non-associated director,” as used in the investor rights agreement, means a member of Newco’s board of directors who would have been considered an independent director of each of Cargill, IMC and Newco immediately prior to the effective date of the transactions under the rules and regulations of each of the SEC and the New York Stock Exchange.

Cargill and Newco have agreed to take (including, in the case of Cargill, causing its representatives or designees on Newco’s board of directors to take) all commercially reasonable actions to cause the certificate of incorporation and/or bylaws of Newco to contain provisions providing for the following during the standstill period:

In addition, during the standstill period, Cargill has agreed not to initiate, propose or otherwise support or vote in favor of any amendment to Newco’s certificate of incorporation or bylaws that would conflict with its agreement to cause Newco’s certificate of incorporation and/or bylaws to contain the provisions described above.

Under the provisions of the investor rights agreement, Cargill has the right to designate the chairman, chief executive officer and president of Newco and Newco has agreed to take all commercially reasonable actions to cause such individual to be elected as a member of the governance committee of the Newco board of directors. These provisions only remain in effect during the standstill period.

Cargill has agreed with Newco that, during the standstill period, it will not take specified actions as a stockholder of Newco, including:

Pursuant to the terms of the investor rights agreement, during the standstill period, Cargill has agreed to vote all of the voting securities of Newco held by it in accordance with the recommendation of the Newco board of directors with respect to all matters submitted to the vote of Newco’s stockholders which have been proposed by any stockholder and which affect or regard the compensation or benefits of Newco’s directors, officers or employees or relate to matters concerning the continued publicly traded nature of Newco or any potential change in control of Newco, except that Cargill may vote its Newco voting securities as it determines in its discretion with respect to the following if presented at a meeting of stockholders:

During the standstill period, the terms of the investor rights agreement require that any commercial or other transaction, arrangement or agreement (or series of related transactions) between Cargill and its subsidiaries (other than Newco and its subsidiaries), on the one hand, and Newco and its subsidiaries, on the other hand, will require prior approval by a majority of the IMC Directors who are non-associated directors. With respect to any such transaction, arrangement or agreement (or series of related transactions), if the amount of payments from the Company or its affiliates to Cargill or its affiliates, or vice versa, does not exceed $5 million, the IMC Directors who are non-associated directors may delegate to one more of such directors the authority to approve the transaction, arrangement or agreement (or series of related transactions).

During the seven-year period commencing on the effective date of the transactions, under the provisions of the investor rights agreement, any determination made by Newco of whether or not to pursue a claim for indemnification against Cargill under the terms of the merger and contribution agreement will be made by the IMC Directors who are non-associated directors.

The investor rights agreement provides that Cargill will cause its affiliates who own any stock of Newco to comply with the terms of the investor rights agreement during the standstill period.

Concurrently with the execution of the merger and contribution agreement, Cargill entered into a registration rights agreement with Newco. The registration rights agreement will become effective on the effective date of the transactions. If the merger and contribution agreement is terminated without completion of the transactions, the registration rights agreement will automatically terminate.

Pursuant to the registration rights agreement, following the three-year anniversary of the effective date of the transactions, Cargill (and its affiliates that own Newco common stock) have the right to request that Newco file a registration statement with the SEC for an offering of their shares of Newco common stock, which registration statement is referred to as a demand registration, and Newco is required to use its commercially reasonable efforts to cause any such demand registration to become effective under the Securities Act. Newco has agreed to effect up to five demand registrations, any of which may be a shelf registration. The market value of the shares of Newco common stock to be included in any demand registration must be at least $10 million. Newco will not be obligated to effect a demand registration within 270 calendar days of the effective date of the immediately preceding demand registration.

If, at any time following the three-year anniversary of the effective date of the transactions, Newco proposes to register any of its securities under the Securities Act, whether for its own account or for the account of a third party, Cargill (and its affiliates that own Newco common stock) may request that Newco include all of their shares of Newco common stock in the registration.

The registration rights granted in the registration rights agreement are subject to customary restrictions such as minimums, blackout periods and, if a registration is underwritten, any limitations on the number of shares to be included in the underwritten offering imposed by the managing underwriter. The registration rights agreement also contains customary indemnification and contribution provisions.

All expenses of registration under the registration rights agreement, including the legal fees of one counsel for Cargill (and any of its affiliates exercising registration rights in connection with a registration), but excluding underwriting discounts and commissions and any other legal fees of Cargill (and any of its affiliates exercising registration rights in connection with a registration), will be paid by Newco.

PLP is a publicly traded Delaware limited partnership controlled by IMC. PRP-GP LLC, a Delaware limited liability company and a wholly owned subsidiary of IMC, is the administrative managing general partner of PLP and is referred to as the General Partner. FMRP Inc., a Delaware corporation and a wholly owned subsidiary of IMC, is the special general partner of PLP and is referred to as the Special General Partner. In the aggregate, the General Partner and the Special General Partner own directly, and IMC owns indirectly, a 51.6% partnership interest in PLP. The remaining interests in PLP are publicly owned units representing limited partner interests and are traded on the New York Stock Exchange.

On March 17, 2004, IMC, the General Partner, the Special Partner, PLP and Phosphate Acquisition Partners L.P., referred to as the merger sub, entered into an Agreement and Plan of Merger, referred to as the PLP merger agreement. Pursuant to the terms of the PLP merger agreement, PLP will be merged with and into the merger sub, with the merger sub surviving in the merger. In that merger, each PLP unit (other than those units held by the General Partner and the Special General Partner, which will be canceled) will be converted into the right to receive 0.2 shares of IMC common stock. As discussed in the section entitled “The Merger and Contribution Agreement—Conditions to the Transactions” beginning on page of this proxy statement/prospectus, consummation of the PLP merger is a condition to the closing of the transactions. For U.S. federal income tax purposes, it is anticipated that PLP will be considered to have survived the PLP merger, and that the PLP merger will be treated as a purchase by IMC (through the General Partner and the Special General Partner) of all of the PLP units that it does not currently own.

A special committee of the board of directors of the General Partner, comprised of directors independent of the interests of IMC, was formed to consider the terms of the PLP merger agreement with IMC. The special committee retained independent legal and financial advisors to assist it in its evaluation of the PLP merger agreement. On February 23, 2004, after consultation with its independent legal and financial advisors, the special committee unanimously recommended that the board of directors of the General Partner and the PLP unitholders unaffiliated with IMC should vote to approve the PLP merger. On February 26, 2004, upon receipt of the written opinion of its financial advisor, the special committee delivered a letter to the board of directors of the General Partner recommending that the board of directors of the General Partner and the unitholders unaffiliated with IMC vote to approve the PLP merger. On February 27, 2004, based in part on the recommendation of the special committee, the board of directors of the General Partner unanimously determined that the PLP merger is fair to and in the best interests of the holders of PLP units unaffiliated with IMC, and approved the PLP merger agreement, and recommended that the unaffiliated PLP unitholders vote for the PLP merger.

On March 17, 2004, the IMC board of directors approved the terms of the PLP merger agreement and the transactions contemplated thereby, and the PLP merger agreement was thereafter executed by the parties thereto.

If the transactions described in this proxy statement/prospectus are consummated following the completion of the PLP merger, each share of IMC common stock issued in the PLP merger would be converted into the right to receive one share of Newco common stock as part of IMC’s merger with GNS Acquisition Corp. Those shares of Newco common stock issued to former PLP unitholders would constitute a portion of the 33.5% of the outstanding shares of Newco common stock to be owned by IMC’s common stockholders following completion of the transactions.

IMC will be filing a registration statement on Form S-4 with the SEC to register the shares of IMC common stock that it will issue in the PLP merger. See “Where You Can Find More Information” beginning on page of this proxy statement/prospectus for information on how you can obtain a copy of that Form S-4.

The following is a summary of the material provisions of the PLP merger agreement. IMC filed a copy of the PLP merger agreement with the SEC as an exhibit to its Form 8-K filed on April 1, 2004. That 8-K is incorporated into this proxy statement/prospectus by reference, as are the terms of the PLP merger agreement. The rights and obligations of the parties to the PLP merger agreement are governed by the express terms and conditions of the PLP merger agreement and not this summary or any other information contained in this proxy statement/prospectus. For a more complete understanding of the PLP merger, you should read the PLP merger agreement carefully and in its entirety.

The PLP merger agreement provides for the merger of PLP with and into merger sub, with the merger sub surviving the merger. The PLP merger will become effective at the time of the filing of the certificate of merger with the Secretary of State of the State of Delaware. The certificate of merger is expected to be filed as soon as practicable after the last condition precedent set forth in the PLP merger agreement has been satisfied or waived. IMC estimates that the closing of the PLP merger will be in the summer of 2004.

As a result of the PLP merger, the partners in PLP will have no continuing interest in PLP. Following the PLP merger, there will be no trading market for the partnership interests in, and no further distributions paid to the former partners of, PLP. In addition, following the consummation of the PLP merger, the registration of any partnership interests in PLP under the Securities Exchange Act will be terminated.

From the date of the PLP merger agreement until the effective time of the PLP merger, each of PLP, the General Partner and the Special General Partner is required:

From the date of the PLP merger agreement until the effective time of the PLP merger, IMC is required to not take any action outside of the ordinary course of business which could reasonably be expected to imperil the consummation of the PLP merger. In that connection, IMC is specifically permitted to take any action that is not prohibited by the merger and contribution agreement.

Special Meetings; Proxies. The General Partner has agreed to cause the special meeting of the partners of PLP to be duly called and held as soon as reasonably practicable for the purpose of voting on the approval and

adoption of the PLP merger proposal. The General Partner has also agreed to use its reasonable best efforts to solicit from the partners of PLP proxies in favor of the PLP merger proposal and to take all other action necessary or advisable to secure any vote or consent of the partners of PLP required by the partnership agreement of PLP or the PLP merger agreement or by law in connection with the PLP merger.

Reasonable Commercial Efforts. Each party to the PLP merger agreement has agreed to use all reasonable commercial efforts:

Representations and Warranties of IMC, the General Partner, the Special General Partner and PLP

The PLP merger agreement contains substantially reciprocal representations and warranties of IMC, PLP, the General Partner and the Special General Partner, including the following matters:

In addition, the PLP merger agreement contains representations and warranties by:

Conditions to the Obligations of Each Party. The obligations of IMC, the General Partner, the Special General Partner, PLP and the merger sub to complete the PLP merger are dependent on the satisfaction of the following conditions:

Conditions to the Obligations of IMC. The obligations of IMC to complete the PLP merger are further subject to the satisfaction of the following conditions:

Conditions to the Obligations of PLP, the General Partner, the Special General Partner and the Merger Sub. The obligations of PLP, the General Partner, the Special General Partner and the merger sub to complete the PLP merger are further subject to the satisfaction of the following conditions:

The PLP merger agreement may be terminated and the PLP merger abandoned at any time prior to the effective time, whether before or after approval by the partners of PLP:

If the PLP merger agreement is validly terminated or the PLP merger is abandoned, none of IMC, PLP, the General Partner, the Special General Partner or the merger sub shall have any liabilities or obligations to the other parties based on the PLP merger agreement or such merger except:

Any provision of the PLP merger agreement may be amended prior to the effective time if the amendment is in writing and signed by IMC, PLP, the General Partner, the Special General Partner and the merger sub; provided, that after the approval of the PLP merger proposal by the partners of PLP, no amendment shall, without the further approval of the partners of PLP:

Any such extension or waiver will be valid if it is in writing and signed by the party against whom the extension or waiver is to be effective.

To the extent each may be applicable to the PLP merger, the Delaware Revised Uniform Limited Partnership Act and the partnership agreement of PLP require PLP’s unitholders to approve the PLP merger agreement and the PLP merger. PLP will hold a special meeting of its unitholders on [·], 2004, at which the holders of PLP units will be asked to vote upon and approve the PLP merger agreement and the PLP merger.

Under the Delaware Revised Uniform Limited Partnership Act, unless the partnership agreement provides otherwise, a merger of a Delaware limited partnership requires the approval of all general partners and by limited partners owning more than 50% of the then current percentage or other interest in the profits of the partnership owned by each class of limited partners. PLP’s partnership agreement does not expressly address mergers, but requires a favorable vote of the holders of a majority of the outstanding PLP partnership interests to approve any matters requiring approval by partners. Because the General Partner and the Special General Partner control partnership interests representing a 51.6% interest in PLP, to the extent the default vote provision of the PLP partnership agreement applies to mergers, they will constitute the requisite majority interest necessary to approve the PLP merger proposal even if all other unaffiliated PLP unitholders vote against the PLP merger. IMC intends to direct the General Partner and the Special Partner, and the General Partner and the Special General Partner intend, to vote for approval of the PLP merger proposal.

In addition, as described below under “—IMC’s Agreement with Alpine,” Alpine has granted an irrevocable proxy to IMC to vote PLP units beneficially owned by Alpine which represent an aggregate 29.7% partnership interest in PLP (and more than a majority in the profits interest of the sole class of limited partners of

PLP), at the PLP special meeting. IMC intends to vote those PLP units in favor of adoption of the PLP merger agreement. Therefore, IMC, through its affiliates and together with the Alpine unitholders’ proxy, has the power to vote a combined 81.3% interest for approval of the PLP merger agreement. Furthermore, all general partners of PLP intend to vote for the PLP merger proposal. Thus, to the extent the approval requirement under the Delaware Revised Uniform Limited Partnership Act applies to the PLP merger, IMC, the General Partner and the Special General Partner will have the requisite vote to approve the PLP merger.

On December 19, 2003, IMC entered into an agreement with Keystone, Inc., Alpine Capital, L.P. and The Anne T. and Robert M. Bass Foundation (whom are collectively referred to as Alpine or the Alpine unitholders) pursuant to which the Alpine unitholders granted to IMC the right to purchase all the PLP units, representing a total of 30,732,100 units, held by the Alpine unitholders at a per unit price equal to the greater of (1) 0.2 shares of IMC common stock or (2) the number of shares of IMC common stock to be issued in exchange for each PLP unit in connection with the consummation of the PLP merger. This agreement also provides IMC an irrevocable proxy to vote those unitholder’s PLP units in favor of the adoption of the PLP merger and against any action that would be inconsistent with the PLP merger. If upon the earliest to occur of (such earliest date being referred to as the PLP termination date):

IMC had or has not purchased all of the PLP units mentioned above in this paragraph, IMC would be obligated to either pay to the Alpine unitholders an aggregate of $500,000 in cash or purchase from the Alpine unitholders the number of PLP units having an aggregate market value on the PLP termination date of $100, in exchange for the issuance by IMC to those unitholders of the greater of 61,300 shares of IMC common stock or a number of shares of IMC common stock equal to $600,100, determined by the volume weighted average price per share of IMC common stock for the five trading days ending on and including the trading day prior to the PLP termination date.

Four purported class action lawsuits have been filed in the Court of Chancery for New Castle County in Wilmington, Delaware against IMC, the General Partner and PLP and, in some cases, their respective boards of directors, by holders of PLP units. These lawsuits generally allege that the defendants breached their fiduciary duties as a consequence of various public announcements made by IMC that it intended to make, or that it had made, a proposal to acquire all of the outstanding PLP units that it did not already own. The plaintiffs in these lawsuits, on behalf of a class of all unitholders of PLP (except for the defendants and their affiliates), seek, among other things, to enjoin the PLP merger transaction or, to the extent that the PLP merger transaction is consummated, to rescind the PLP merger transaction, and monetary damages in an unspecified amount. IMC believes that these unitholder claims are without merit and intends to vigorously defend against these lawsuits.

A more detailed description of these lawsuits is contained in IMC’s Annual Report on Form 10-K for the year ended December 31, 2003. See “Where You Can Find More Information” beginning on page of this proxy statement/prospectus for information on how you can obtain a copy of IMC’s Annual Report on Form 10-K.

The following unaudited pro forma combined condensed financial statements combine the historical consolidated balance sheets and statements of operations of the Cargill Fertilizer Businesses and IMC, giving effect to the transactions using the purchase method of accounting. Accounting principles generally accepted in the United States require that one of the companies party to the transactions be designated as the acquiror for accounting purposes. Cargill has been designated as the acquiror based on the fact that Cargill will hold 66.5% of the Newco common stock after the completion of the transactions.

Cargill and IMC are providing the following financial information to assist you in your analysis of the financial aspects of the transactions. The unaudited pro forma combined condensed statement of operations assumes the transactions were effected on June 1, 2002. The unaudited pro forma combined condensed balance sheet gives effect to the transactions as if they had occurred on November 30, 2003. The Cargill Fertilizer Businesses’ information for the year ended May 31, 2003 has been derived from the audited financial statements of the Cargill Fertilizer Businesses for that year. IMC’s fiscal year ended December 31, 2002 differs from Newco’s fiscal year end by more than 93 days. Accordingly, the information for IMC includes information for the twelve-month period ended March 31, 2003, which has been derived from the unaudited financial statements of IMC for that period. The Cargill Fertilizer Businesses’ statement of operations information for the six-month period ended November 30, 2003, and the balance sheet information at November 30, 2003, were derived from the unaudited financial information of the Cargill Fertilizer Businesses. The IMC statement of operations information for the six-month period ended September 30, 2003, and the balance sheet information at September 30, 2003, were derived from the unaudited financial information of IMC. Cargill has provided all the information set forth herein regarding the Cargill Fertilizer Businesses and its subsidiaries. IMC has provided all the information set forth herein regarding IMC and its subsidiaries. Neither Cargill nor IMC assumes any responsibility for the accuracy or completeness of the information provided by the other party.

This information should be read together with the historical financial statements and related notes of the Cargill Fertilizer Businesses and IMC included or incorporated by reference in this proxy statement/prospectus.

The unaudited pro forma combined condensed financial information is provided for illustrative purposes only. The unaudited pro forma combined condensed financial statements do not reflect the effect of asset dispositions, if any, that may be required by order of regulatory authorities, restructuring charges that will be incurred to fully integrate and operate the combined organization more efficiently, or anticipated synergies resulting from the transactions. Because the plans for these activities have not yet been finalized, it is not possible to reasonably quantify the cost or impact of such activities. This unaudited pro forma combined condensed financial information is not necessarily indicative of the results of operations or financial position that would have been achieved if the businesses had been combined for the periods presented, or the results of operations or financial position that Newco will experience after the transactions are completed.

For purposes of this pro forma analysis, the deemed purchase price for IMC (as described in the notes to the unaudited pro forma combined condensed financial statements) has been allocated based on a preliminary assessment of the fair value of the assets and liabilities of IMC. The pro forma statement of operations adjustments (as described in the notes to the unaudited pro forma combined condensed financial statements) reflect the estimated effects of depreciating and amortizing certain purchase accounting adjusted balances in property, plant and equipment, identifiable intangible assets and long-term debt over their estimated useful lives.

Newco is a Delaware corporation which was formed under the name Global Nutrition Solutions, Inc. on January 23, 2004 for the purpose of effecting the combination of IMC’s businesses with the Cargill Fertilizer Businesses. Prior to consummating the transactions, Newco’s corporate name is expected to be changed to a name that is yet to be determined. Newco is currently owned 66.5% by Cargill and 33.5% by IMC. Upon completion of the transactions, it is expected that shares of Newco common stock and Newco 7.50% preferred stock will be listed on the New York Stock Exchange. To date, Newco has not conducted any activities other than those incident to its formation, the execution of the merger and contribution agreement and the preparation of this document.

Following completion of the transactions, Newco will file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and appropriate amendments to those reports. Those reports will be available free of charge through Newco’s website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. Newco has not yet determined the address of its website.

Following the completion of the transactions, the business of Newco will be comprised of IMC’s business and the business of the Cargill Fertilizer Businesses, all of which will be conducted through subsidiaries of Newco. For a description of the business of IMC, see IMC’s Annual Report on Form 10-K for the year ended December 31, 2003 which is incorporated herein by reference, as well as the section entitled “Where You Can Find More Information” beginning on page of this proxy statement/prospectus for information on how to obtain IMC’s Annual Report on Form 10-K.

The Cargill Fertilizer Businesses consist of multiple entities and business divisions or operating units of Cargill, as well as equity interests in joint ventures. Pursuant to the merger and contribution agreement, Cargill will cause the assets, liabilities and obligations of the Cargill Fertilizer Businesses (excluding any trade names and trademarks that incorporate the word “Cargill”) to be segregated from its non-fertilizer businesses and to be contributed into new or existing fertilizer-related subsidiaries of Cargill. As part of the transactions, Cargill and certain of its other subsidiaries will then contribute to Newco equity interests in such new or existing fertilizer-related subsidiaries. To date, Cargill has categorized the various Cargill Fertilizer Businesses into four business segments: (1) Phosphate Production; (2) Crop Nutrition; (3) Brazil Fertilizer; and (4) Saskferco. References in this proxy statement/prospectus to the Cargill Fertilizer Businesses generally refer to the fertilizer businesses of Cargill falling within these four business segments.

The Cargill Fertilizer Businesses have established a significant presence in the global phosphate market with large-scale and efficient Florida-based operations that serve fertilizer and feed phosphate customers in more than two dozen countries around the world. The Cargill Fertilizer Businesses also own minority equity stakes in phosphate operations in Brazil and China that, together with Cargill’s offshore shipments, supply these two growing markets. In addition, the Cargill Fertilizer Businesses serve as the exclusive international marketing agent for phosphate producers in Australia and Lithuania.

The Cargill Fertilizer Businesses have more regional interests in the nitrogen market. The Cargill Fertilizer Businesses own a 50% equity stake in Saskferco Products, Inc. (Saskferco), a world-class nitrogen plant located in Belle Plaine, Saskatchewan. Cargill is the exclusive marketing agent for Saskferco and supplies mostly urea and, beginning in March 2004, urea ammonium nitrate (UAN) solution to retail dealers in western Canada and the northern tier of the United States.

The Cargill Fertilizer Businesses also own a minority equity interest in Ultrafertil S.A., one of the largest nitrogen producers in Brazil, from which a portion of its nitrogen requirements are sourced for local blending and distribution operations. Unlike IMC, the Cargill Fertilizer Businesses do not produce potash, but do source potash and market it together with the other essential crop nutrients in its worldwide distribution system.

Cargill distributes fertilizer in most of the large nutrient markets around the globe. Cargill’s distribution businesses not only serve as the marketing arm for its production operations, but also function as businesses offering additional crop nutrients and value-added services to customers. Distribution operations move product further down the value chain and help Cargill understand customer requirements as well as maintain quality control. These activities, for example, have driven the development of MicroEssentials^™, a line of innovative specialty fertilizers, as well as the creation of a strong brand identity in important international markets such as China and Brazil. In addition, Cargill’s large global distribution pipeline enables it to manage seasonal swings in phosphate and nitrogen inventories and to operate plants at consistent rates.

Cargill operates port terminals, warehouses and blending and bagging facilities in nine countries, and maintains a sales presence in six more countries in North and South America, Europe and Asia. Distribution operations differ by country and range from selling bagged product at an import terminal to marketing custom blends from an inland warehouse and blend plant. Cargill has developed bulk-blending operations worldwide, adapting a successful North American model to South America during the early 1990s and then to Asia in the late 1990s.

As of November 30, 2003, the Cargill Fertilizer Businesses employed approximately 3,460 persons worldwide, not including approximately 140 employees of Saskferco Products, Inc. Employment, particularly at distribution facilities, varies slightly throughout the year due to seasonal factors.

The table below chronicles the development and historical milestones of the Cargill Fertilizer Businesses over the past 20 years:

Cargill currently reports the financial results of the Cargill Fertilizer Businesses in the following four business segments: (1) Phosphate Production; (2) Crop Nutrition; (3) Brazil Fertilizer; and (4) Saskferco.

The Phosphate Production segment primarily operates mines and processing plants in Florida, which produce phosphate fertilizer and feed phosphate products. This segment also holds a 35% equity stake in a recently constructed DAP granulation plant near Haikou, China in the Yunnan province.

Net sales to external customers for Phosphate Production were $557 million, $476 million and $482 million for the fiscal years ended May 31, 2003, 2002 and 2001, respectively, and were $356 million for the six-month period ended November 30, 2003.

Gross profit for Phosphate Production was $35 million, $64 million and $8 million for the fiscal years ended May 31, 2003, 2002 and 2001, respectively, and was $16 million for the six-month period ended November 30, 2003.

Total assets for Phosphate Production were $968 million, $729 million and $723 million at May 31, 2003, 2002 and 2001, respectively, and were $1,004 million at November 30, 2003.

Diammonium Phosphate (DAP): DAP is the most widely used high-analysis phosphate fertilizer worldwide. DAP is produced by first combining phosphoric acid with anhydrous ammonia in a reaction vessel. This initial reaction creates a slurry that is then pumped into a granulation plant where it is reacted with additional ammonia to produce DAP. DAP can be blended with other solid fertilizer products such as urea and potassium chloride or used as a direct application material.

Monoammonium Phosphate (MAP). MAP is the second most widely used high-analysis phosphate fertilizer and the fastest growing phosphate product worldwide. MAP also is produced by first combining phosphoric acid with anhydrous ammonia in a reaction vessel. The resulting slurry is then pumped into the granulation plant where it is reacted with additional phosphoric acid to produce MAP. Some facilities can switch from DAP to MAP production simply by replacing an ammonia sparger with a phosphoric acid sparger in the granulation plant. MAP, like DAP, can be blended with other solid fertilizer products or applied directly to soils.

MicroEssentials^™. MicroEssentials^™ is a value-added DAP or MAP product that features a patented process which creates very thin platelets of sulfur on the product. Over time, these sulfur platelets break down in the soil and are absorbed by plants. This unique process enables the formation of a granule, that when halved, resembles the layers of a “sliced onion,” but allows a slow release of the nutrients into the soil. In addition, micronutrients such as boron, copper, manganese, and zinc can be added in separate but parallel processes.

Calcium Phosphate Feed. Calcium phosphate feed products are produced by neutralizing de-fluorinated phosphoric acid with limestone. The first step in the process is to reduce the fluorine-to-phosphorous ratio of the

phosphoric acid to less than a 1:100. This result typically is achieved by adding diatomaceous earth (or activated silica) to phosphoric acid in order to “strip” fluorine from the acid. This de-fluorinated acid is then neutralized with different quantities of limestone to produce the two most widely use phosphate feed products – dicalcium phosphate (Dical) and monocalcium phosphate (Monocal). Dical contains 18.5% phosphorus or 42.4% phosphorus pentoxcide (P₂O₅). Monocal contains 21.0% phosphorous or 48.1% P₂O₅.

Cargill entered the world phosphate market with the acquisition of 80% of Gardinier, Inc. in December 1985. Since then, the Phosphate Production segment has grown its U.S. based operations primarily through acquisitions during cyclical downturns in the phosphate market. Since entering into the business of phosphate production nearly two decades ago, Cargill has consistently re-invested cash flow to maintain assets, enhance efficiencies and expand capacities to improve and modernize its mines and production facilities.

The Gardinier acquisition in 1985 included the Fort Meade phosphate rock mine and reserves and processing plants in Tampa, Florida. Gardinier was the sixth largest U.S. phosphate producer at the time of its acquisition, with phosphoric acid capacity of approximately 725,000 metric tons of P₂O₅per year. Cargill subsequently acquired the remaining minority shares of Gardinier in 1988 and invested significant funds during the first few years of operations to enhance both operational efficiencies as well as the environmental safety of the facilities.

Cargill’s second major acquisition was the purchase of the phosphate mining and processing assets of Seminole Fertilizer Corporation in May 1993. The acquisition included the Hookers Prairie phosphate rock mine and reserves and processing plants at Bartow, Florida. Phosphoric acid capacity at Bartow was approximately 660,000 metric tons of P₂O₅per year at the time of purchase, or slightly less than the Tampa capacity. Hookers Prairie rock reserves as of March 1, 2004 were estimated to equal 8.09 million metric tons, equal to more than four years of production at currently planned operating rates.

The acquisition of the mining and processing assets of Seminole Fertilizer Corporation closed just as the phosphate market began a strong and sustained up-turn during the last half of the 1990s. Cargill re-invested a large share of cash flow back into the phosphate business in order to upgrade and expand both the Tampa and Bartow facilities during this period. These investments improved product quality, enhanced efficiencies and expanded plant capacity. Through Cargill’s reinvestment activities, the phosphoric acid capacity at each facility was expanded to more than 860,000 metric tons of P₂O₅by mid-1998. Subsequent investments have boosted capacity at Bartow to more than 950,000 metric tons of P₂O₅today.

Cargill acquired the brand-new South Ft. Meade phosphate rock mine and state-of-the-art beneficiation plant in December 1995. The South Ft. Meade acquisition included 27,000 acres of land containing an estimated 105 million metric tons of rock reserves in Polk and Hardee counties, as well as a new beneficiation plant, two clay settling areas, draglines and other mining assets. Phosphate rock reserves as of March 1, 2004 were estimated to equal 89.2 million metric tons, equal to 15 years of production at currently planned operating rates. Cargill expanded the South Ft. Meade mine from 3.2 million metric tons to approximately 4.7 million metric tons and idled the Fort Meade mine shortly after the South Ft. Meade acquisition in order to reduce mining costs. The Fort Meade tract includes an estimated 17.52 million metric tons of rock reserves. It is estimated that the Fort Meade mine when reopened could operate for seven years, at its pre-closure operating rate.

Cargill purchased the above ground assets of the South Ft. Meade mine. A limited partnership – the South Ft. Meade Partnership, L.P. (SFMP) – purchased the land and mineral rights at the South Ft. Meade mine. SFMP capital was comprised of approximately 35% equity and 65% debt. Cargill owns 35% of the SFMP equity with financial investors owning the remaining 65%. In addition to the equity, several financial investors purchased $76 million of debt instruments issued by SFMP to fund the acquisition of the land and mineral reserves. A third entity – South Ft. Meade Land Management, Inc. (SFMLM) – owns and manages orange groves and other agricultural assets on the land. SFMLM is a wholly owned subsidiary of Cargill.

Cargill has entered into a long-term mineral lease with SFMP. Lease provisions include royalty payments of approximately $14 million per year to SFMP and a commitment from Cargill to give mining priority to the low-cost South Ft. Meade phosphate reserves. SFMLM has entered into an agricultural lease with SFMP and pays rental income for the land that it uses for agricultural purposes or subleases to local farmers or ranchers. Through these arrangements with Cargill and SFMLM, SFMP earns income from mineral lease payments, agricultural lease payments and interest income and uses those proceeds to service debt and pay dividends to its equity owners.

In November 2002, Cargill continued to expand its phosphate presence through the acquisition of the assets of Farmland Hydro, L.P. The acquisition included the processing plants at “Green Bay,” Florida (near Bartow) and approximately 15,000 acres of land in Hardee County, containing an estimated 67 million metric tons of phosphate rock reserves.

Current capacity of the Green Bay facility is 635,000 metric tons of phosphoric acid and approximately 1.4 million metric tons of finished products. IMC supplies rock to this facility under a contract that expires in mid-2005. Cargill expects to increase operating rates at Hookers Prairie and expand capacity at South Ft. Meade from 4.7 million metric tons to 5.9 million metric tons in order to meet rock requirements after the contract expires.

Cargill currently plans to construct a new mine – named the Pioneer mine — to develop the estimated 67 million metric tons of reserves acquired in the Farmland Hydro transaction. The Pioneer mine eventually will replace the Fort Meade mine.

In March, 2004, Cargill acquired the phosphate mining assets and reserves in Manatee County, Florida, formerly operated by Mulberry Phosphates, Inc., from Nu-Gulf Wingate Holdings, LLC. The assets are comprised of a beneficiation plant, mining equipment and approximately 7,600 acres of phosphate reserves. The initial 3,100 acre mining tract was permitted in the mid-1970s and currently contains an estimated 6.86 million metric tons of rock reserves. A second 4,500 acre tract contains an estimated 27.8 million metric tons of unpermitted rock reserves.

The Cargill Fertilizer Businesses have supplied DAP to China since they entered the phosphate business in December 1985. Cargill has exported from its Florida operations roughly one million metric tons of DAP to China each year since the mid-1990s, even during recent years when China’s DAP imports have fallen from more than five million metric tons to less than an estimated three million metric tons. Cargill has developed a strong brand identity in China by offering a high-quality product and on-the-ground service to Chinese customers.

In 2001, Cargill expanded its presence in China by investing in a state-of-the-art domestic phosphate granulation facility known as Yunnan Three Circles Sinochem Cargill Fertilizers Co., Ltd. (Yunnan). Yunnan is a joint venture owned by Cargill Fertilizer, Inc. (35%), Yunnan Three Circles Chemical Co. (35%), China International Fertilizer Trading Corporation (25%) and Yantai Municipal Agricultural Means of Production Co. (5%). Yunnan’s phosphate granulation complex was a greenfield project near Kunming in the Yunnan province in south central China, and brings together the technical expertise of Yunnan Three Circles Chemical Co. and Cargill, the importing and marketing capabilities of Sinochem, the local distribution network of Yantai Municipal Agricultural Means of Production, and the product quality and brand recognition of Cargill.

Yunnan commenced production in August 2002, and currently has an annual DAP production capacity of approximately 600,000 metric tons. The joint venture began marketing DAP under the Cargill brand in February 2003.

Yunnan produces DAP for shipment to north and northwest China. Phosphoric acid used in the production of DAP at Yunnan is purchased from Yunnan Three Circles Chemical Co. Ammonia used in production of DAP is sourced from local producers. China International Fertilizer Trading Corporation is among Yunnan’s largest customers. Yunnan’s operation is limited by access to raw materials and railcar supply. Improvements, however, are expected in the coming years as local suppliers increase production capacities. Yunnan employs approximately 100 people in its DAP production facility.

The Crop Nutrition segment markets fertilizer products and services to wholesalers, cooperatives, independent retailers and agents and other agricultural customers that, in turn, market these products and services to farmers and other end users in North and South America, Europe and Asia. In South America, the Crop Nutrition segment also markets fertilizer products and services directly to farmers and end users. The Crop Nutrition segment operates fertilizer blending and bagging facilities, port terminals and warehouses in nine countries, and maintains a sales presence in six additional countries. Past expansions include the acquisition of a joint venture interest in an NPK production facility in China, and the construction of port and warehouse facilities in Argentina. Pursuant to marketing agreements, the Crop Nutrition segment also markets exported phosphate products produced by WMC Fertilizers Ltd. in Australia and by Lifosa A.B. in Lithuania. The Crop Nutrition segment’s large global distribution pipeline enables Cargill to manage more effectively seasonal swings in phosphate and nitrogen inventories and to operate plants at consistent rates.

The principal Crop Nutrition products include straight fertilizers such as phosphates, nitrogen and potash, as well as blended and NPK fertilizers. Services include tailored agronomic services as well as the loading, unloading and storage of fertilizer, grains, meal, salt and coal for both Cargill affiliates and third parties.

Net sales to external customers for Crop Nutrition were $667 million, $574 million and $636 million for the fiscal years ended May 31, 2003, 2002 and 2001, respectively, and were $478 million for the six-month period ended November 30, 2003.

Gross profit for Crop Nutrition was $58 million, $53 million and $48 million for the fiscal years ended May 31, 2003, 2002 and 2001, respectively, and was $38 million for the six-month period ended November 30, 2003.

Total assets for Crop Nutrition were $201 million, $215 million and $212 million at May 31, 2003, 2002 and 2001, respectively, and were $303 million at November 30, 2003.

The following is a description of the principal marketing and distribution operations and production facilities operated by the Crop Nutrition segment of the Cargill Fertilizer Businesses.

Since entering into the business in the mid-1980s, Cargill’s U.S. Crop Nutrition segment has been comprised of a wholesale distribution business that has focused on providing quality crop nutrients as well as innovative and customized solutions to its retail dealer customers in the United States. In servicing the needs of retail dealers, Cargill owns and operates a network of warehouse distribution facilities strategically located along or near the Mississippi and Ohio Rivers as well as in other key geographic regions of the United States. From its distribution facilities, Cargill markets each of the three vital plant nutrients – nitrogen (typically in the form of urea or UAN solution), phosphate (typically in the form of DAP, MAP, MicroEssentials^™ or triple superphosphate (TSP)) and potash – to dealers who in turn resell the product to U.S. farmers. In addition to sales of dry and liquid fertilizer products, Cargill provides tailored agronomic services to meet the specific needs of

retail dealers and their customers. Cargill also leverages its distribution network by offering warehousing and throughput services for third parties.

Distribution facilities owned by Cargill’s U.S. Crop Nutrition segment include the Port Cargill fertilizer operations in Savage, Minnesota, with approximately 104,000 metric tons of dry product storage capacity, as well as warehouse distribution facilities in Pekin, Illinois (storage capacity of approximately 72,000 metric tons), Louisville, Kentucky (storage capacity of approximately 39,000 metric tons) and Houston, Texas (storage capacity of approximately 51,000 metric tons), which has a deep water berth providing access to the Gulf of Mexico. In addition, Cargill is a 50% owner of River Bend Ag, LLC, a wholesale distribution joint venture located in New Madrid, Missouri with storage capacity of approximately 25,000 metric tons for dry products and 22,000 metric tons for liquid products, respectively. Cargill also owns a distribution facility in Buffalo, Iowa.

In addition to the key geographically situated facilities owned by Cargill, the U.S. wholesale distribution business also includes leased distribution space or contractual throughput agreements for dry or liquid storage in California, Florida, Illinois, Indiana, Iowa, Kentucky, Louisiana, Maryland, Minnesota, Nebraska, New York, North Dakota, Ohio, Pennsylvania and Texas.

Cargill’s Crop Nutrition segment acts as the exclusive marketing agent for phosphate products sold in the United States by the Phosphate Production segment and for nitrogen products sold in North America by Saskferco Products, Inc. (Cargill’s 50% owned joint venture which operates an ammonia, urea and UAN solution facility in Saskatchewan, Canada). Under each arrangement, Crop Nutrition earns agency fees for sales of the phosphate and nitrogen products.

The Crop Nutrition segment is also the wholesale distribution arm for the Cargill Fertilizer Businesses in Canada. Customers include independent dealers, national accounts and Cargill “AgHorizons” in Canada, a retail fertilizer business unit owned by Cargill that will not be contributed to Newco. The Crop Nutrition segment in Canada also serves as marketing agent for Saskferco Products, Inc. with respect to its nitrogen products, including ammonia, urea and feed urea, and UAN solution.

Major customers in western Canada are primarily large grain companies with integrated crop inputs businesses. In eastern Canada, major customers include the Cargill AgHorizons retail locations in Ontario, which purchase approximately 310,000 metric tons per year, as well as other national accounts in Quebec. In total, non-Cargill national account sales are approximately 250,000 metric tons per year, and independent dealer sales are approximately 275,000 metric tons per year.

Crop Nutrition’s Argentina fertilizer business commenced in 1987, distributing imported fertilizer using leased warehouse space at the port in Buenos Aires. In 2000, the Cargill Fertilizer Businesses built the Quebracho port facility and moved their principal operations for the northern half of Argentina to this location.

Crop Nutrition serves as a sales and marketing agent for the Phosphate Production segment in Argentina and supplies products and services to national accounts from the operations of the newly expanded Quebracho port facility and warehouse. In addition, Crop Nutrition distributes approximately 230,000 metric tons of nitrogen, phosphate and blended fertilizers to farmers through retail dealers and sales agents.

Key assets in Argentina include the Quebracho port facility, located near Rosario on the Parana River, with storage capacity of 120,000 metric tons. Quebracho put-thru totals roughly 440,000 metric tons per year, of

which 160,000 metric tons are for Cargill retail dealer/sales agent customers and 280,000 metric tons are for national accounts. Cargill Argentina also leases space at Necochea and Bahia Blanca to serve customers in the southern region.

The Crop Nutrition segment markets bulk blended and straight fertilizer products to retail dealers in Chile. A small percentage of sales are made directly to farmers. Sales total approximately 250,000 metric tons per year, or 23% of the 1.1 million metric ton market. Straight products such as urea, DAP, MAP and TSP account for 55% of Cargill sales and bulk blends, tailored to meet specific soil and crop requirements, make up the rest. Nearly all of the product is sold in 50 kilogram bags. Most of the nitrogen products are imported from Argentina and Venezuela. Phosphate products are sourced from the United States and Mexico. Potash is produced locally.

Key assets include warehouse and bulk blending facilities at Conception Bay and San Antonio. The Conception Bay facility, built in 1991, mainly serves dealers in central Chile. Cargill leases warehouse space at the Lirquen port on Conception Bay where straight materials are imported and bagged. The bulk blending plant at Conception Bay (also known as Cosmito) includes a 20,000 metric ton warehouse. The San Antonio facility, built in 1997, serves retailers in northern Chile. Cargill Crop Nutrition also leases a facility at Puerto Montt that includes a 15,000 metric ton warehouse and bulk blender as well as five satellite warehouses to serve customers in the southern Chile.

Crop Nutrition has been executing a strategy since the early 1990s to develop a significant fertilizer presence in the People’s Republic of China. Since the mid-1990s, Cargill has developed and expanded its fertilizer distribution businesses in the world’s largest phosphate market, both by growing businesses owned solely by Cargill, as well as through the formation of alliances with local strategic Chinese partners who Crop Nutrition believes are well positioned to promote business growth and service the needs of the Chinese fertilizer market.

Cargill Hong Kong Ltd., an affiliate of Cargill whose operations are part of the Cargill Fertilizer Businesses, began distributing DAP as an agent for the Phosphate Production segment throughout China in 1990. Acting as agent, Cargill Hong Kong Ltd. handles 600,000 to 800,000 metric tons of DAP annually through bonded warehouse programs in China. Over the years, Cargill’s bonded warehouse program has become recognized as a premium customer solution offering to the Chinese fertilizer markets.

Chinese importers, including central agencies, provincial governments and city-level entities, are able to pull fertilizer products from strategically located bonded warehouses at Chinese ports. The bonded warehouse program is attractive to Chinese importers because it permits customers to purchase product on a just-in-time basis, reducing market risks from both large vessel purchases and long ocean voyages.

As a customer and quality assurance service, Cargill Hong Kong Ltd. handles and manages the supply chain deliveries for fertilizer vessels until discharged in China, and also acts as a bagging, warehousing and dispatch liaison in moving fertilizer products onto trucks or railcars. Today, Cargill operates bonded warehouses at five ports throughout mainland China.

Since the early 1990s, Cargill has built a branded presence in China, which the Cargill Fertilizer Businesses believe has allowed Cargill to be viewed as a premium supplier of products in the Chinese market. During the

three-year period following the closing, Newco will be permitted to continue to use the Cargill name on a royalty-free basis. The bonded warehouse program is operated by employees of the Cargill Fertilizer Businesses from their Hong Kong and Beijing offices.

Tianjin Cargill Fertilizer Co. Ltd. (Tianjin Cargill) is a joint venture formed in 1996 among Cargill Asia Pacific Limited (52.5%), Cargill Investment (China) Limited (37.5%) and Tianjin Zhongjia Agricultural Means of Production Limited Liability Co. (10%).

Tianjin Cargill’s bulk blending facility, which was commissioned in 1996, culminated a two-year effort to develop a market for bulk blends in the region through a series of field experiments, farmer meetings and other promotional activities. Located in Tianjin, Tianjin Cargill’s bulk blending facility has an annual capacity of approximately 80,000 metric tons, and primarily uses granular urea, MAP and potash as raw materials for production.

Tianjin Cargill each year sells approximately 25,000 metric tons of high analysis blends in the north, 25,000 metric tons in the northeast, and 25,000 metric tons in the northwest regions of China. Tianjin Cargill also provides agricultural services to corn, wheat, vegetable and fruit farmers along the Beijing-Tianjin corridor and in other nearby provinces. Tianjin Cargill is strategically located at the junction of key railways in northern China that enables it to more efficiently distribute product by rail to key geographic destinations.

In 2000, Cargill continued its in-country growth strategy when Cargill Investments (China) Limited formed Cargill Fertilizers (Yantai) Co., Ltd. (Yantai Cargill). Yantai Cargill owns and operates a 120,000 metric ton per year bulk blending facility in the port of Yantai, China, and represents Cargill’s second investment in a bulk blending operation in China. Yantai Cargill primarily uses granular urea, DAP, MAP, single superphosphate (SSP) and potash as raw materials to formulate blends tailored to specific soil and crop requirements.

Yantai Cargill produces and sells bulk blend fertilizers and provides agricultural services in the Shangdong (approximately 60,000 metric tons) and Fujian (approximately 10,000 metric tons) provinces of China, with an increasing trend in volume. Yantai Cargill also acts as a sales agent for other Cargill operations in China as well as for other foreign owned fertilizer plants. Yantai Cargill’s agency volume is approximately 30,000 metric tons per year.

In 2003, Cargill continued its investment in the interior of China by forming Jiangsu Cargill Agricultural Means of Production Co. Ltd. (Jiangsu Cargill). Jiangsu Cargill owns and operates a 170,000 metric ton per year NPK compound fertilizer production facility in the Jiangsu Province of China. Jiangsu Cargill is a joint venture among Cargill Investments (China) Limited (59%), Cargill Asia Pacific Limited (1%), Jiangsu Huantai Fertilizers Co., Ltd. (39%) and Jiangsu Huantai Group Company (1%).

Jiangsu Cargill produces and sells NPK compounds to the seven China provinces along the Yangtze River and to northern China through other Cargill operations. There is an increasing trend of consumption of NPK compound fertilizer in China. Jiangsu Cargill’s plant sells its products using both Cargill and Huantai brand names to cater to different markets segments. The plant is located on the banks of the Yangtze River where the operation is able to ship product using barges and realize lower transportation costs.

Jiangsu Cargill uses urea, SSP, MAP, potash and ammonium chloride and other fertilizers in the production of its NPK compounds. The plant sources most of the raw materials domestically from local producers.

Crop Nutrition serves as the marketing agent for the Phosphate Production segment in India. Crop Nutrition operates a marine terminal at Rozy, Jamnagar on the west cost of India and is the wholesale distributor of Cargill brand fertilizers within the country.

Crop Nutrition serves three customer segments and markets approximately 320,000 metric tons of phosphate products per year in the Indian market. The first customer segment represents national account customers who typically are large established fertilizer producers or marketers in India. The second customer segment is a joint marketing program with Tata Chemicals Limited. Crop Nutrition jointly distributes fertilizer through the Tata Chemicals’ retail network and under its own brand name. The third customer segment represents in-country distribution. Crop Nutrition supplies a line of Cargill brand fertilizers to farmers through a network of wholesale and retail distributors in the northern and western states of India.

In the last two years, fertilizer companies, including Cargill, have faced challenges in India due to the uncertainty caused by the Indian government’s DAP subsidy policies. Recent policies have nearly closed the door to DAP imports and favored domestic producers who fabricate DAP from imported raw materials or intermediate products. As a result, domestic fabrication capacity has more than doubled during the last five years.

Crop Nutrition began distributing fertilizer in Thailand with the opening of a 140,000 metric ton warehouse and bulk blending facility at Sriracha in April 1997. The Sriracha plant, located approximately 60 miles south of Bangkok near the deep-water port of Siam, operates as a business unit of Cargill Siam Limited, a wholly owned subsidiary of Cargill. Crop Nutrition produces and sells approximately 90,000 metric tons of bulk blends and distributes another 50,000 metric tons of straight fertilizers in Thailand each year.

Crop Nutrition markets bulk-blended products, ranging from standard blends to premium brands, to three segments in the Thai market. Materials for blending including urea, DAP, potash and ammonium sulphate. These raw materials typically are imported from Malaysia, Australia and Canada through Crop Nutrition’s Hong Kong office.

Crop Nutrition opened a small bulk blending plant in the Donetsk oblast of the Ukraine in 1997. In June 2002, Crop Nutrition opened a second bulk blending line at the Donetsk facility. The expansion nearly doubled the size of the plant, increasing its capacity from 240 metric tons per day to 440 metric tons per day. The facility offers a full line of tailor-made blends and also provides important services such as soil testing and agronomic consulting. Nitrogen, phosphate and potash raw materials are sourced from producers in Ukraine, Russia and Belarus.

located at Monte Alto, which remains in operation today. Since the late 1990s, Cargill has expanded its fertilizer presence in Brazil through the acquisition of majority ownership in Solorrico, S.A. (Solorrico) and Fertiza, S.A. (Fertiza), as well as by continuing to invest in the construction and development of additional domestic fertilizer businesses and assets. Today Cargill Fertilizantes is the second largest producer and distributor of blended fertilizers for agricultural use in Brazil. Cargill’s fertilizer operations, together with its minority investments in Brazilian fertilizer companies, give Cargill Fertilizantes a significant presence in the important Brazilian fertilizer market.

Net sales to external customers for Brazil Fertilizer were $374 million, $402 million and $342 million for the fiscal years ended May 31, 2003, 2002 and 2001, respectively, and were $313 million for the six-month period ended November 30, 2003.

Gross profit for Brazil Fertilizer was $45 million, $57 million and $27 million for the fiscal years ended May 31, 2003, 2002 and 2001, respectively, and was $32 million for the six-month period ended November 30, 2003.

Total assets for Brazil Fertilizer were $351 million, $410 million and $400 million at May 31, 2003, 2002 and 2001, respectively, and were $361 million at November 30, 2003.

In July 1999, Cargill Agricola acquired approximately a 72% ownership interest in Solorrico and in October 2000, it acquired approximately an 80% ownership interest in Fertiza. Solorrico and Fertiza were two Brazilian fertilizer businesses that actively operated in the Brazilian market since the 1950s. In November 2001, Cargill Agricola merged Fertiza into Solorrico and changed the surviving entity’s name to Cargill Fertilizantes, S.A., which is the trade name under which the combined businesses operate today. After this merger, Cargill Agricola from time to time acquired additional outstanding shares of Cargill Fertilizantes, with the remaining outstanding shares acquired by Cargill Agricola in September 2003, making Cargill Fertilizantes a wholly owned subsidiary of Cargill Agricola.

Through these acquisitions, Cargill acquired controlling interest in significant fertilizer producers and distributors in central and southern Brazil. Today, Cargill Fertilizantes operates two large bulk blending plants in Cubatao and Uberaba, a single superphosphate plant, an NPK plant and a feed phosphate plant in Cubatao, and distributes approximately 2.4 million metric tons of fertilizer to grain, citrus, sugar, coffee and livestock producers in the region, accounting for 10.26% of the estimated 22.9 million metric ton Brazilian market.

Cargill’s acquisition of Fertiza in 2000 also included Fertiza’s 62.05% ownership interest in Fospar, S.A. (Fospar) and a 45% ownership interest in IFC, S.A. (IFC). Fospar operates two major assets located in Paranagua, including a single superphosphate granulation plant, which was upgraded by Fospar in 2003, and a deep-water fertilizer import and throughput warehouse terminal facility, both serving the state of Parana and the Cerrados Region. IFC’s operations include a blending and storage facility in Cubatao, supporting the sale of fertilizer products in Sao Paulo, Mato Grosso and Mato Grosso de Sul states.

Since acquiring Fertiza in 2000, Cargill Fertilizantes (including Fospar) has invested approximately $48 million in improving facilities, adding blenders and upgrading production capacity through March 2004.

The Solorrico and Fertiza acquisitions collectively provided Cargill with an approximate one-third ownership interest in Fertifos, S.A. (Fertifos), a Brazilian holding company that controls (i) 55.63% of Fosfertil, S.A. (Fosfertil) the largest domestic phosphate based fertilizer manufacturer which operates a phosphate rock mine and phosphate processing facility, and (ii) Ultrafertil, S.A. (Ultrafertil), a significant domestic nitrogen

company wholly owned by Fosfertil which operates two nitrogen plants and a modern port facility at Santos as well as a phosphate rock mine and two smaller phosphate processing facilities. In addition to its equity ownership in Fosfertil, Cargill Fertilizantes also has an off-take agreement whereby it agrees to purchase approximately 249,000 metric tons of phosphates and 118,000 metric tons of nitrogen from Fosfertil each year for use by Cargill Fertilizantes in its Brazilian bulk-blending operations.

The diagram below illustrates the current ownership structure of Cargill’s Brazilian fertilizer business:

The Saskferco segment represents the Cargill Fertilizer Businesses’ 50% ownership interest in Saskferco Products, Inc., a world-class Saskatchewan based nitrogen joint venture. The remaining 50% ownership interest in Saskferco is owned by Investment Saskatchewan, Inc. (49%) and Citibank Canada (1%).

Net sales for Saskferco were $168 million, $145 million and $171 million for the fiscal years ended May 31, 2003, 2002 and 2001, respectively, and were $92 million for the six-month period ended November 30, 2003.

Equity in net earnings of Saskferco was $7 million, $0.2 million and $3 million for the fiscal years ended May 31, 2003, 2002 and 2001, respectively, and was $4 million for the six-month period ended November 30, 2003.

Total assets of Saskferco were $386 million, $381 million and $398 million at May 31, 2003, 2002 and 2001, respectively, and were $407 million at November 30, 2003.

Anhydrous Ammonia. Anhydrous ammonia is a high analysis nitrogen product that is used both as a direct application fertilizer mostly in North America as well as the building block for most of the nitrogen products, such as urea. Ammonia, a gas at normal temperatures and pressures, is stored and transported as a liquid either under pressure or in refrigerated vessels. Farmers inject ammonia into the soil as a gas. Ammonia is a low cost source of nitrogen in markets with well-developed distribution infrastructures and specialized application equipment. For example, underground pipelines connect plants in the southern United States to terminals in the Corn Belt. The 82% nitrogen content of anhydrous ammonia more than offsets the higher costs of storage, transportation and application in areas near production facilities or distribution terminals. Rapidly escalating costs for regulatory compliance and liability insurance have diminished the advantage of ammonia over other nitrogen products during the past few years in North America.

Urea and Feed Grade Urea. Solid urea is the most widely used nitrogen product in the world. Urea solution first is produced by reacting anhydrous ammonia with carbon dioxide (CO₂) at high pressure. Solid urea then is formed using standard prill-tower or granulation processes. Granular urea is larger and harder than prilled urea and often is physically mixed with phosphate and potash products to make blends that meet specific soil and crop requirements. Saskferco produces high quality fertilizer grade granular urea and beginning in November 2003, a feed grade urea marketed under the MicroGran^™ brand.

Urea Ammonium Nitrate (UAN) Solution. UAN solution is the most widely used liquid fertilizer worldwide. UAN solution is produced by combining urea solution, ammonium nitrate solution and water. It contains between 28% and 32% nitrogen. UAN solution is an ideal fertilizer for no-till or reduced tillage operations as well as for some irrigation systems. UAN solution also provides an excellent medium for the uniform application of many secondary and micronutrients. The distribution of UAN solution requires specialized infrastructure and equipment for the storage, transportation and application of liquid product.

Saskferco’s nitrogen plant, located near Belle Plaine, Saskatchewan, has the capacity to produce approximately 1,860 metric tons of anhydrous ammonia, 2,850 metric tons of granular urea solution, and 650 metric tons of UAN liquid fertilizer solution per day. Saskferco produces granular urea, 28% UAN solution and anhydrous ammonia for nitrogen fertilizer customers primarily in western Canada and the northern tier of the United States. Saskferco’s plant was commissioned in August 1992 and began commercial operations in October 1992. Saskferco invested CAN $47 million to expand and improve production effectiveness at its production plant in 1997. Cargill is the exclusive marketing agent for Saskferco’s products.

The growth in nitrogen demand in western Canada and northern tier states of the U.S. since 1992 has enabled Saskferco to market an increasing share of its output into core markets that are located within a few hundred miles of the facility. Saskferco built an 80,000 metric ton urea warehouse at Carmen, Manitoba in 2001 to better serve customers in its core market. The facility provides next-day delivery of granular urea to customers in Manitoba, North Dakota and the Red River Valley of Minnesota. Saskferco has a 120,000 metric ton urea warehouse and a 20,000 metric ton anhydrous ammonia tank at Belle Plaine.

Saskferco employs approximately 140 people at its operations in Belle Plaine and corporate headquarters in Regina, Saskatchewan.

Sales of fertilizer products by the Cargill Fertilizer Businesses to agricultural customers are typically seasonal in nature and usually result in the Company’s generating a greater amount of net sales and operating income in the spring. However, quarterly results can vary significantly from one year to the next due primarily to weather-related shifts in planting schedules and purchasing patterns, as well as the relationship between natural

gas and nitrogen product prices. In addition, the seasonal nature of the Cargill Fertilizer Businesses requires that appreciable expenditures for fixed costs be incurred throughout the year and for inventory in advance of the spring planting season.

Since fertilizers are global commodities available from numerous sources, fertilizer companies compete primarily on the basis of delivered price. Other competitive factors include product quality, customer service, plant efficiency and availability of product. As a result, markets for our products are highly competitive. The Cargill Fertilizer Businesses compete with a broad range of domestic and international producers, including farmer cooperatives, subsidiaries of larger companies, integrated energy companies, and independent fertilizer companies. Foreign competitors often have access to cheaper raw materials or are owned or subsidized by their governments and, as a result, may have cost advantages over domestic companies. Additionally, foreign competitors are frequently motivated by non-market factors such as the need for hard currency.

The operations of the Cargill Fertilizer Businesses are subject to foreign, federal, state and local laws and regulations pertaining to the environment, among which are the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), the Toxic Substances Control Act, and various other foreign, federal and state statutes. Liability under these laws involves inherent uncertainties. Violations of environmental, health and safety laws are subject to civil, and, in some cases, criminal sanctions. Additionally, the facilities operated by the Cargill Fertilizer Businesses require operating permits that are subject to review by governmental agencies.

The Cargill Fertilizer Businesses have received notices from governmental agencies alleging that we are a potentially responsible party at certain sites under CERCLA or other environmental cleanup laws. The Cargill Fertilizer Businesses are aware of additional sites for which we may receive such notices in the future. Some of these sites may require the Cargill Fertilizer Businesses to expend significant amounts for cleanup costs. The remedial liability relating to these sites is not expected to have a material adverse effect on the business, financial condition or results of operations of the Cargill Fertilizer Businesses. As more information is obtained regarding these sites and the potentially responsible parties involved, this expectation could change.

Continued government and public emphasis on environmental issues can be expected to result in increased future investments for environmental controls at ongoing operations, which will be charged against income from future operations. Present and future environmental laws and regulations applicable to the operations of the Cargill Fertilizer Businesses may require substantial capital expenditures and may have a material adverse effect on our business, financial condition and results of operations.

The Cargill Fertilizer Businesses hold numerous governmental environmental, mining and other permits and approvals authorizing operations at many of our facilities. A decision by a government agency to deny or delay issuing a new or renewed permit or approval, or to revoke or substantially modify an existing permit or approval, could have a material adverse effect on the ability of the Cargill Fertilizer Businesses to continue operations at the affected facility. Any future expansion of existing operations of the Cargill Fertilizer Businesses also is predicated upon securing the necessary environmental or other permits or approvals.

Over the next several years, the Cargill Fertilizer Businesses will be continuing efforts to obtain permits in support of anticipated Florida mining operations at certain properties. These properties contain significant phosphate rock reserves. In Florida, local community participation has become an important factor in the permitting process for mining companies. A denial of these permits or the issuance of permits with cost-prohibitive conditions would prevent the Cargill Fertilizer Businesses from mining at these properties and thereby have a material adverse effect on the business, financial condition and results of operations of the Cargill Fertilizer Businesses.

In many cases, as a condition to procuring such permits and approvals, the Cargill Fertilizer Businesses are required to comply with financial assurance regulatory requirements. The purpose of these requirements is to assure the government that sufficient company funds will be available for the ultimate closure, post-closure care and/or reclamation of the facilities of the Cargill Fertilizer Businesses. The Cargill Fertilizer Businesses currently satisfy these financial assurance requirements without the need for any material expenditure of corporate funds through issuance of a financial assurance letter from Cargill. The regulations governing financial assurance in Florida are currently in the rulemaking process and there can be no guarantee that Newco, after the transactions, will comply with such regulations on the closing date or that it will be able to do so in the future.

The amount of revenue attributable to the sales by the Cargill Fertilizer Businesses to foreign and domestic markets over the last three fiscal years and the carrying value of the foreign and domestic assets of the Cargill Fertilizer Businesses is set forth under Note 13 “Segment Information” contained in the Notes to Consolidated Financial Statements beginning on page F- of this proxy statement/prospectus.

In December 2003, certain facilities in the Phosphate Production segment in Florida were inspected by the United States Environmental Protection Agency (USEPA). While the Cargill Fertilizer Businesses have not yet been officially notified of the results of that inspection, an official with the Florida Department of Environmental Protection has informally advised the Cargill Fertilizer Businesses that it was likely that USEPA would initiate some type of regulatory enforcement action against the Cargill Fertilizer Businesses for certain aspects of our hazardous waste handling practices. Typically, these types of actions can result in a required modification of the Cargill Fertilizer Businesses’ waste handling procedures, the imposition of monetary penalties, or both. At this time, because no official action has been taken by USEPA, the Cargill Fertilizer Businesses are unable to estimate either the outcome or their potential liability with respect to this matter.

The Cubatao Public Prosecution Office (Brazil), jointly with OIKOS – UNIÃO DOS DEFENSORES DA TERRA (Defenders of the Earth Union), filed a suit on January 15, 1986 against several companies, including a facility operated by the Cargill Fertilizer Businesses in the Cubatao valley in Brazil. The plaintiffs sought redress for the companies’ alleged continuous discharge of pollutants into the atmosphere, which they assert would have caused, among other damage, degradation and the perishing of a considerable part of the vegetation cover in the slopes of the Serra do Mar mountain range. Review of this matter by a court-appointed expert panel is pending with no set deadline. Until such review is complete, the Cargill Fertilizer Businesses are unable to estimate either the outcome or our potential liability extending to Cargill with respect to this matter.

The State of Paraná Public Prosecution Service has prepared penal charges against Fospar and former directors and employees of Fospar on April 10, 2003, alleging that they caused pollution by allowing rainwater to discharge solid residues of phosphatic rock from an outdoor storage area through a rainwater drainpipe into a mangrove area, thus causing contamination to an environmentally protected area. The alleged acts occurred in January 1999, prior to the Cargill Fertilizer Businesses’ acquisition of its interest in Fospar through the Fertiza acquisition which occurred in October 2000. Although it has been named in the charges, Fospar has not received a citation to date and is therefore not yet an official party to the proceeding. The Cargill Fertilizer Businesses are continuing to evaluate the matter and are unable to estimate either the outcome or potential liability.

to be received by the IMC common stockholders is inadequate because, among other things, it is less than the “intrinsic value” of the IMC common stock and it does not offer a premium to the IMC common stockholders. The lawsuit seeks, among other things, to enjoin or rescind the transactions or, alternatively, to recover unspecified damages and costs. The defendants have secured an extension of the time to answer or otherwise plead to the complaint.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE CARGILL FERTILIZER BUSINESSES

Statements other than historical information contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Cargill Fertilizer Businesses constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may be identified by the use of terminology such as “may,” “will,” “expect,” “anticipate,” “predict,” “intend,” “designed,” “estimate,” “should” or “continue” or similar expressions. The forward-looking statements involve known or unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Cargill Fertilizer Businesses, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in the section entitled “Risk Factors” beginning on page of this proxy statement/prospectus, and those discussed in the section entitled “Factors Affecting Comparability” below. Readers are cautioned not to place undue reliance on the forward-looking statements, which reflect management’s opinion only as of the date hereof. Neither Cargill nor Newco undertakes any obligation to revise or publicly release the results of any revisions to these forward-looking statements.

Currently, the Cargill Fertilizer Businesses consist of a group of crop nutrient business units or segments owned by Cargill and its subsidiaries which operate certain phosphate, nitrogen and distribution businesses around the world, as well as equity interests in certain fertilizer joint ventures. The Cargill Fertilizer Businesses consist primarily of the assets, liabilities and business of Cargill’s phosphate and nitrogen production and wholesale fertilizer distribution operations. Significant operations exist in North America, South America and Asia. Pursuant to the merger and contribution agreement, Cargill and certain of its subsidiaries will contribute to Newco equity interests in entities owning all or substantially all of the assets, liabilities and obligations of the Cargill Fertilizer Businesses (excluding any tradenames and trademarks that incorporate the word “Cargill”). The Cargill retail fertilizer businesses will not be part of the contribution to Newco. These retail businesses include fertilizer farm centers and similar retail fertilizer stores and locations owned or operated by Cargill. Cargill currently reports the financial results of the Cargill Fertilizer Businesses in four segments: (1) Phosphate Production; (2) Crop Nutrition; (3) Brazil Fertilizer; and (4) Saskferco.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the financial statements of the Cargill Fertilizer Businesses included at pages F- through F- of this proxy statement/prospectus.

The Cargill Fertilizer Businesses purchase three main ingredients in the production of fertilizer products – natural gas, ammonia and sulfur. The prices for these products are volatile and have been unpredictable over the last several years, which has had a major impact on the consistency of net sales and gross margins.

In recent years, both Argentina and Brazil have been negatively affected by volatility of the peso and the real, respectively, which had a corresponding negative effect on the financial results of the Cargill Fertilizer Businesses. The recent strengthening of the Canadian dollar has also impacted financial results. Thus, significant currency fluctuations can have a material impact on the financial results of the Cargill Fertilizer Businesses.

Weather conditions are always unpredictable and have a significant impact on the operations of the Cargill Fertilizer Businesses. For example, the widespread Mississippi River flooding that occurred in the United States during the spring of 2001 significantly affected planting, negatively impacting fertilizer sales and inventory valuation.

Because the Cargill Fertilizer Businesses operate in substantially all of the major crop production areas of the world, government policy impacts our operations. Economic policy and currency decisions in Argentina and Brazil have impacted operations in those countries. In September 2001, China became a member of the World Trade Organization. This will have an impact on agricultural import tariffs. India, the world’s second largest phosphate consumer, has been subsidizing its domestic DAP producers. As a large user of phosphate products, Russia and its economic reforms are expected to impact the industry. In short, trade policies and economic reforms in foreign jurisdictions can have significant impacts on the fertilizer industry, including the operating results of the Cargill Fertilizer Businesses.

The following table presents the consolidated statements of operations for the Cargill Fertilizer Businesses (in thousands of U.S. dollars):

The following narrative is based on the consolidated statement of operations of the Cargill Fertilizer Businesses. Following this consolidated discussion is an overview of operations and an analysis of results for each of the four business segments comprising the Cargill Fertilizer Businesses.

Six months ended November 30, 2003 compared to six months ended November 30, 2002

Net sales of the Cargill Fertilizer Businesses for the six months ended November 30, 2003 increased 51% to $1,148 million from $760 million for the comparable period of the prior fiscal year, primarily due to volume and price level increases. In particular, Cargill’s acquisition of a phosphate manufacturing facility in Green Bay, Florida in November 2002 generated a significant increase in sales for the Phosphate Production segment. Gross profit decreased 18% to $85 million from $103 million, primarily due to high input prices for ammonia and sulfur for the six months ended November 30, 2003, which could not be recovered through selling prices.

Selling, general and administrative expenses for the six months ended November 30, 2003 increased 6% to $46.6 million from $44.1 million for the comparable period of the prior fiscal year, primarily due to growth in the Phosphate Production and Crop Nutrition segments. Interest expense on external debt decreased 48% for the six months ended November 30, 2003, primarily due to principal repayments and more favorable interest rates. Interest expense for the six months ended November 30, 2003 on debt owed to Cargill decreased primarily due to capital contributions made by Cargill to the Brazil Fertilizer segment. Income tax expense for the six months ended November 30, 2002 included a benefit of $4.5 million related to the sale of the Phosphate Production segment’s investment in Lifosa, A.B., a Lithuanian phosphate producer. Equity earnings in nonconsolidated companies for the six months ended November 30, 2003 increased primarily due to a $1.5 million increase in equity earnings from the Yunnan DAP joint venture, which began marketing products in February 2003. The change in the minority interest share for the six months ended November 30, 2003 is due to operations in Brazil, which improved significantly from the prior period.

Net sales on a consolidated basis increased 10% to $1,597 million in fiscal 2003 from $1,452 million in fiscal 2002. In particular, the November 2002 acquisition of a phosphate manufacturing facility in Green Bay, Florida generated a significant increase in sales for the Phosphate Production segment. Also, net sales for the Crop Nutrition segment increased due to the resumption of full operations in Lithuania after Lifosa, A.B. emerged from bankruptcy pursuant to a court approved restructuring plan in April, 2002. The Crop Nutrition segment markets Lifosa’s Lithuanian fertilizer products. During the period in which Lifosa was restructuring its business, Lifosa’s production was severely curtailed pending resolution of the bankruptcy proceeding. The Cargill Fertilizer Businesses had made an equity investment in Lifosa in July 1999 and sold its investment in August 2002. In connection with Lifosa’s restructuring in 2002, the Cargill Fertilizer Businesses agreed to continue to market Lifosa’s products through a revamped marketing agreement. Gross profit decreased 21% to $137 million in fiscal 2003 from $173 million in fiscal 2002. The primary reason for the decline in gross profit in fiscal 2003 was related to high input prices for ammonia and sulfur, which could not be recovered through selling prices.

Selling, general and administrative expenses decreased 9% to $87.6 million in fiscal 2003 from $95.8 million in fiscal 2002 primarily due to currency exchange impacts in Brazil, as well as lower bad debt expense in Argentina. Interest expense on external debt in fiscal 2003 increased 10%, primarily due to higher interest rates in Brazil resulting from a higher general market price index in that country. Interest expense on debt owed to Cargill decreased in fiscal 2003 primarily due to lower interest rates. Other (income) expense in fiscal 2003 decreased primarily as a result of a $6.5 million expense in fiscal 2002 related to currency translation losses resulting from exchange rate fluctuations in connection with the de-linking of the Argentine peso from the U.S. dollar, as farmers continued to pay in Argentine pesos that were ultimately converted into U.S. dollars. The functional currency for the operations of the Cargill Fertilizer Businesses in Argentina currently is the U.S. dollar. The income tax benefit for fiscal 2003 included a benefit of $4.5 million related to the sale of the equity investment in Lifosa. Although the investment was written down for book purposes in fiscal 2001, it remained at its initial cost for tax purposes when it was sold in fiscal 2003. Depletion of the Phosphate Production segment phosphate rock reserves is another major contributor to tax benefits in fiscal 2003 and 2002. Equity earnings increased in fiscal 2003 primarily due to improved results for the Fertifos investment in Brazil, as sales and margins have improved, and Saskferco’s operations in Canada.

Net sales decreased 1% to $1,452 million in fiscal 2002 from $1,460 million in fiscal 2001, primarily due to a $66.3 million decline in net sales for the Crop Nutrition segment relating to the January 2001 cessation of Lifosa’s operations due to its restructuring activities. This decline was offset by a $60.3 million increase in net sales for the Brazil Fertilizer segment primarily due to a full year of financial results in fiscal 2002 for the Fertiza operations which were acquired in October 2000. Gross profit increased 111% to $173 million in fiscal 2002 from $82 million in fiscal 2001, primarily due to lower ammonia and sulfur input prices as compared to prices in the prior fiscal year. In particular, gross profit for the Brazil Fertilizer segment improved due to higher average selling prices and increased sales volumes driven by the Fertiza acquisition and a large Brazilian harvest.

Selling, general and administrative expenses increased 16% to $95.8 million in fiscal 2002 from $82.3 million in fiscal 2001 primarily due to the currency exchange impact in Brazil, as well as higher bad debt expense in Argentina. Interest expense on external debt increased in fiscal 2002 primarily due to higher interest rates and debt levels in Brazil. Interest expense on debt owed to Cargill decreased in fiscal 2002 primarily due to lower interest rates and borrowing levels. Other (income) expense increased in fiscal 2002 primarily as a result of a $6.5 million expense related to currency translation losses due to exchange rate fluctuations in the Argentine peso compared to the U.S. dollar. Depletion of the Phosphate Production segment phosphate rock reserves was the major contributor to the tax benefit in fiscal 2002.

The Cargill Fertilizer Businesses are organized, managed and internally reported in four segments differentiated primarily by their products and services and the markets they serve. The segments, whose results are discussed below, are Phosphate Production, Crop Nutrition, Brazil Fertilizer and Saskferco.

The Phosphate Production segment operates phosphate mines and processing plants in Florida which produce phosphate fertilizer and feed phosphate products.

The Cargill Fertilizer Businesses currently operate two phosphate rock mines in central Florida – the Hookers Prairie and South Ft. Meade mines. Hookers Prairie is capable of producing 2.5 million metric tons of phosphate rock annually, but the mine has operated at just less than 75% of capacity during the last two years. Capacity of the South Ft. Meade mine is 4.7 million metric tons annually and has operated at capacity during the last two years. A third mine, the Fort Meade mine, was idled by Cargill at the end of 1996. The remaining Fort Meade reserves account for approximately 18 million metric tons of high quality rock reserves.

In November 2002, the Cargill Fertilizer Businesses purchased the assets of Farmland Hydro, L.P. The acquired assets included a phosphate processing facility at Green Bay, Florida and approximately 15,000 acres of land in Hardee County, Florida containing an estimated 67 million metric tons of phosphate rock reserves. The Cargill Fertilizer Businesses currently plan to construct a new mine—named the “Pioneer” mine—to develop phosphate rock reserves acquired in the Farmland Hydro transaction. The Pioneer mine is expected to eventually replace the Fort Meade mine.

The Phosphate Production segment’s operations process phosphate rock at manufacturing facilities in Bartow, Tampa and Green Bay, Florida. Current annual capacities of the processing facilities are 950,000, 860,000 and 635,000 metric tons of phosphoric acid and approximately 2.4 million, 1.8 million and 1.4 million metric tons of finished phosphate fertilizer products, respectively. IMC Phosphates Company, a subsidiary of IMC, currently supplies phosphate rock to the Green Bay facility under a supply agreement that expires in mid-2005.

The Phosphate Production segment’s ownership of the South Fort Meade mine is through a 35% equity investment in South Ft. Meade Partnership, L.P., which owns the land and mineral rights to be processed at

Cargill’s South Fort Meade mine in Central Florida. The Phosphate Production segment also holds a 35% equity stake in a recently constructed DAP granulation plant near Haikou, China in the Yunnan province. The plant began commercial operations in late 2002 and began marketing DAP in February 2003. The Yunnan plant can produce approximately 660,000 metric tons of DAP per year. The Cargill Fertilizer Businesses share of the earnings from these investments is included in “Equity in net earnings of nonconsolidated companies.”

The following table presents summary operating data for the Phosphate Production segment (in thousands of U.S. dollars):

Six months ended November 30, 2003 compared to six months ended November 30, 2002

Net sales increased $224.4 million, or 77%, to $517.2 million for the six months ended November 30, 2003 compared to $292.8 million in the comparable period of the prior fiscal year. This increase was primarily due to a 62% increase in sales volume, primarily related to DAP and MAP, resulting from the addition of the Green Bay, Florida operations acquired in November 2002. Additionally, DAP average net sales prices increased to $180 per metric ton for the six months ended November 30, 2003 as compared to $167 per metric ton in the comparable period of the prior fiscal year. This increase in sales price per metric ton was more than offset by increases in raw material costs. Ammonia prices increased to $236 per metric ton and sulfur prices increased to $76 per metric ton for the six months ended November 30, 2003 as compared to $140 per metric ton for ammonia and $53 per metric ton for sulfur in the comparable period of the prior fiscal year. In addition, phosphate rock costs for the six months ended November 30, 2003 increased approximately $2 per metric ton.

Selling, general and administrative expenses increased $0.7 million, or 5%, to $15.6 million for the six months ended November 30, 2003 as compared to $14.9 million in the comparable period of the prior fiscal year. The increase is primarily due to the acquisition of the assets of Farmland Hydro, L.P.

The results for the six months ended November 30, 2002 included a $1.5 million gain on the sale of Cargill’s investment in Lifosa, A.B., which previously had been fully impaired by Cargill in fiscal 2001.

Net sales increased $133.4 million, or 22%, to $731.6 million in fiscal 2003, compared to $598.2 million in fiscal 2002. The increase in part was due to an 11% increase in sales volume, primarily related to sales of MAP, resulting from the addition of the Green Bay, Florida operations acquired in November 2002. DAP average net sales prices increased to $167 per metric ton in fiscal 2003 as compared to $153 per metric ton in fiscal 2002. This increase in sales price per ton was more than offset by increases in raw material costs. Ammonia prices increased to $177 per metric ton and sulfur prices increased to $62 per metric ton in fiscal 2003 as compared to $136 per metric ton for ammonia and $35 per metric ton for sulfur in fiscal 2002. Phosphate rock costs were slightly higher in fiscal 2003 due to purchases from IMC under a supply agreement for the Green Bay, Florida processing facility.

Selling, general and administrative expenses increased $3.1 million, or 12%, to $29.9 million in fiscal 2003, compared to $26.8 million in fiscal 2002. The increase is primarily due to $1.5 million from the addition of the Green Bay, Florida facility as well as $1.0 million relating to a one-time research and development expense incurred by Cargill.

Financial results for fiscal 2003 results include $2.1 million in losses on sales of assets, partially offset by the $1.5 million gain related to the sale of the Lifosa investment in August 2002. Financial results for fiscal 2002 included $2.1 million in losses on disposal of excess and obsolete assets.

Net sales increased $8.7 million, or 1%, to $598.2 million in fiscal 2002, compared to $589.5 million in fiscal 2001. The net sales increase was primarily related to an increase in sales volume of DAP. DAP average net sales prices decreased to $153 per metric ton in fiscal 2002 as compared to $158 per metric ton in fiscal 2001. This decrease in sales price per ton was more than offset by decreases in raw material costs. Ammonia prices decreased to $136 per metric ton and sulfur prices decreased to $35 per metric ton in fiscal 2002 compared to $197 per metric ton for ammonia and $63 per metric ton for sulfur in fiscal 2001. Phosphate rock costs remained relatively constant from fiscal 2001 to fiscal 2002.

Selling, general and administrative expenses increased $1.9 million, or 8%, to $26.8 million in fiscal 2002, compared to $24.9 million in fiscal 2001. The increase was primarily due to costs associated with employee incentive plans for Phosphate Production segment employees.

Financial results for fiscal 2002 include $2.1 million in losses on disposal of excess and obsolete assets. In fiscal 2001, the Cargill Fertilizer Businesses determined that their investment in Lifosa was fully impaired and recorded a write-down of $14.1 million.

The Crop Nutrition segment markets fertilizer products and services to wholesalers, cooperatives, independent retailers and agents and other agricultural customers that, in turn, market these products and services to farmers and other end users in North and South America, Europe and Asia. The Crop Nutrition segment operates fertilizer blending and bagging facilities, port terminals and warehouses in nine countries, and maintains a sales presence in six additional countries. Past expansions included the acquisition of a joint venture interest in a nitrogen-phosphorous-potassium (NPK) production facility in China, and the construction of port and warehouse facilities in Argentina. Pursuant to marketing agreements, the Crop Nutrition segment also markets exported phosphate products produced by WMC Fertilizers, Ltd. in Australia and by Lifosa, A.B. in Lithuania. In North America, the Crop Nutrition segment serves as the exclusive marketing agent for nitrogen products produced by Saskferco Products, Inc. and acts as the exclusive marketing agent for fertilizer products sold in the United States by the Phosphate Production segment of the Cargill Fertilizer Businesses.

The principal Crop Nutrition products include straight fertilizers, such as phosphates, nitrogen and potash, as well as blended and NPK fertilizers. Services include the provision of tailored agronomic services as well as the loading, unloading and storage of fertilizer, grains, meal, salt and coal for both Cargill affiliates and third parties.

The following table presents summary operating data for the Crop Nutrition segment (in thousands of U.S. dollars):

Six months ended November 30, 2003 compared to six months ended November 30, 2002

Net sales increased $125.2 million, or 35%, to $478.4 million for the six months ended November 30, 2003, compared to $353.2 million in the comparable period of the prior fiscal year. The increase in net sales was primarily related to price levels as world fertilizer prices rose significantly in the first half of fiscal 2003. Sales volumes increased 2.4% for the six months ended November 30, 2003 as compared to the comparable period of the prior fiscal year. Countries primarily representing increased sales included the United States, India, Chile and Canada. The $7.0 million increase in gross profit for the six months ended November 30, 2003 as compared to the comparable period of the prior fiscal year was primarily related to operations in the United States and Chile due to more favorable sales prices in these geographic areas.

Selling, general and administrative expenses increased $1.5 million, or 9%, to $18.1 million for the six months ended November 30, 2003, compared to $16.6 million in the comparable period of the prior fiscal year. Of this increase, $1.1 million was related to United States operations due to additional staffing, increased pension funding and a greater percentage of shared services expense allocated from Cargill.

Crop Nutrition recognized $1.1 million in other income for the six months ended November 30, 2003 related to the favorable settlement of a contract dispute. Cargill filed suit against an industrial customer in August 2001 seeking damages for breach of contract relating to the supply of fertilizer by the Crop Nutrition segment under a requirements contract. The parties settled the litigation in mid 2003, with the Crop Nutrition segment receiving $1.1 million.

Net sales increased $92.6 million, or 16%, to $667.1 million in fiscal 2003, compared to $574.5 million in fiscal 2002. Of this increase, $69.8 million represented an increase in net sales relating to the Lithuanian operations resulting from the October 2002 resumption of operations of Lifosa upon approval of a restructuring plan with its creditors and shareholders. All other countries showed an increase in net sales with the exception of Argentina, which declined $6.4 million due to changes in pricing terms that shortened the payment terms and reduced bad debt exposure. Also, sales volume in Argentina decreased 24,000 metric tons for fiscal 2003 versus fiscal 2002.

Gross profit remained consistent at 9% in both fiscal 2003 and 2002. The gross profit percentage in the United States improved 3%. While sales volume was relatively unchanged, market prices improved on average by $10 per metric ton, which contributed to increased gross margins. This improvement was partially offset by a 3% decline in Argentina due to lower volumes and changes in pricing related to shorter credit terms.

Selling, general and administrative expenses decreased $2.6 million, or 7%, to $34.7 million in fiscal 2003, compared to $37.3 million in fiscal 2002. Of this decrease, $2.1 million related to Crop Nutrition’s Argentina operations, primarily due to lower bad debt expenses and commissions expense.

Operating results in fiscal 2002 included $6.5 million in expense related to currency translation losses due to exchange rate fluctuations in the Argentine peso compared to the U.S. dollar. These exchange rate fluctuations were primarily caused by the Argentine government de-linking the peso from the U.S. dollar in December 2001.

Net sales decreased $66.3 million, or 10%, to $574.5 million in fiscal 2002, compared to $640.8 million in fiscal 2001. The United States and Lithuania experienced decreased sales, which were partially offset by increased sales in India, China and Thailand. A net sales decrease of $56.1 million was attributable to a reduction in volumes sold under Crop Nutrition’s Lifosa marketing agreement, as Lifosa cut back production due to lack of working capital as it restructured its debt. Net sales in the United States decreased $50.1 million as the price of fertilizer in 2002 was $25 lower than in 2001, due to nitrogen price reductions linked to falling gas costs, the principal raw material cost for nitrogen fertilizers.

Gross profit percentage improved to 9% in fiscal 2002, compared to 7% in fiscal 2001. Argentina’s gross profit percentage improved 5% due to improved margins per metric ton for granular urea for fiscal 2002. This also had a favorable impact on margins for blended fertilizers. Gross profit percentage in the United States was positively impacted by a 16% increase in agency volume resulting in a 15% increase in gross margin from agency fees. This increase in agency fees was partially offset by margin losses on nitrogen products that were carried over from the wet spring in a declining market, resulting in an overall gross profit increase of 3% in the United States. Warehouses owned by Crop Nutrition in the United States became actively engaged in providing unloading and loading services to other Cargill businesses and third parties, which also provided additional margins in 2002.

Selling, general and administrative expenses increased $2.9 million, or 8%, to $37.3 million in fiscal 2002, compared to $34.4 million in fiscal 2001. Of this increase, $1.3 million related to management incentive plans for operations in the United States. Costs relating to China operations increased $1.2 million as sales operations there continued to grow.

Interest expense on debt owed to Cargill declined $3.3 million in fiscal 2002 as compared to the prior fiscal year primarily due to lower interest rates and lower working capital requirements. Operating results in fiscal 2002 included $6.5 million in expense related to currency translation losses due to exchange rate volatility caused by the Argentine currency devaluation in late 2001 and early 2002. The income tax provision relative to pre-tax earnings in fiscal 2002 was high since the $6.5 million Argentine currency devaluation effects were not deductible for local income tax purposes.

The Brazil Fertilizer segment began in 1993 when Cargill Agricola, S.A. (Cargill Agricola), parent company of Cargill Fertilizantes, S.A. (Cargill Fertilizantes), constructed a liquid fertilizer blending plant and warehouse located at Monte Alto, which remains in operation today. The Brazil Fertilizer segment primarily includes ownership of Cargill Fertilizantes, S.A., a wholly owned subsidiary of Cargill, which is a leading producer and distributor of bulk and bag blended fertilizers in Brazil. There are two primary activities for this segment:

Cargill Fertilizantes owns approximately 33% of Fertifos, S.A. (Fertifos), a Brazilian holding company that controls (i) 55.63% of Fosfertil, S.A. (Fosfertil), a significant Brazilian manufacturer of phosphate-based fertilizer and operator of a phosphate rock mine and a phosphate processing facility, and (ii) Ultrafertil, S.A. (Ultrafertil), a significant Brazilian nitrogen company wholly owned by Fosfertil which operates two nitrogen plants and a modern port facility at Santos, as well as a phosphate rock mine and two smaller phosphate processing facilities. The ownership of Fertifos by the Cargill Fertilizer Businesses is recorded under the equity method and its results appear as “Equity in net earnings of nonconsolidated companies” in the consolidated statement of operations for the Cargill Fertilizer Businesses.

In October 2000, the Cargill Fertilizer Businesses added to their Brazilian fertilizer portfolio by acquiring a controlling interest in Fertiza, S.A. (Fertiza), a business that distributed approximately 0.7 million metric tons of bagged products per year through an extensive sales network in central and southern Brazil. The Fertiza acquisition also included Fertiza’s 62.05% ownership interest in Fospar, S.A. (Fospar) and 45% ownership

interest in IFC, S.A. (IFC). Fospar operates two major assets located in Paranagua, Brazil, including a single superphosphate granulation plant and a deep-water fertilizer import and throughput warehouse terminal facility. IFC’s operations include a blending and storage facility in Cubatao that supports the sale of fertilizer products in the Brazilian states of São Paulo, Mato Grosso and Mato Grosso de Sul. Because Fospar is not 100% owned by the Cargill Fertilizer Businesses, the minority interest is shown as “Minority interest in net (gains) losses of consolidated companies” in the consolidated statement of operations for the Cargill Fertilizer Businesses. IFC is recorded under the equity method and its results appear as “Equity in net earnings of nonconsolidated companies” in the consolidated statement of operations for the Cargill Fertilizer Businesses.

The following table presents summary operating data for the Brazil Fertilizer segment (in thousands of U.S. dollars):

Six months ended November 30, 2003 compared to six months ended November 30, 2002

Net sales increased $103.0 million, or 49%, to $313.2 million for the six months ended November 30, 2003 compared to $210.2 million in the comparable period of the prior fiscal year. This increase was primarily due to higher average selling prices as well as increased sales volumes as farmers reacted to higher commodity prices by increasing their planted acreage. Higher international prices for fertilizer raw materials boosted local selling prices.

Selling, general and administrative expenses remained relatively constant between the two fiscal periods.

Interest expense for the six months ended November 30, 2003 declined $7.8 million as compared to the comparable period of the prior fiscal year primarily due to lower average interest rates and a capital infusion of $65.8 million from Cargill on June 1, 2003.

Net sales decreased $28.6 million, or 7%, to $373.7 million in fiscal 2003, compared to $402.3 million in fiscal 2002. Sales volumes in fiscal 2003 were 190,000 metric tons lower than in fiscal 2002 primarily due to emphasis on increasing gross margins. The 2% decline in gross profit percentage in fiscal 2003 was primarily due to higher costs caused by increasing international prices for fertilizer raw materials.

Selling, general and administrative expenses decreased $7.8 million, or 24%, to $24.3 million in fiscal 2003, compared to $32.1 million in fiscal 2002. The decrease was primarily due to the impact of foreign exchange rates. Reductions in headcount and synergies obtained from the merger between Fertiza and Soloricco, S.A., a fertilizer company in which the Cargill Fertilizer Businesses held a controlling interest, in fiscal year 2003 were offset by severance costs and other expenses.

The increase in equity earnings relates to higher sales volumes and selling prices at Fosfertil. Fosfertil’s earnings have continued to grow as their sales and margins have improved. The Brazilian agricultural sector has seen steady growth in acres planted and has been profitable.

Net sales increased $60.4 million, or 18%, to $402.3 million in fiscal 2002, compared to $341.9 million in fiscal 2001. Sales volumes in fiscal 2002 were 758,000 metric tons higher than in fiscal 2001 primarily due to a full year of Fertiza operations. The 6% improvement in gross profit percentage in fiscal 2002 was due to higher average selling prices as well as increased sales volumes from the Fertiza acquisition, as well as a significant Brazilian harvest.

Selling, general and administrative expenses increased $8.9 million, or 38%, to $32.1 million in fiscal 2002, compared to $23.2 million in fiscal 2001. The increase is primarily due to the acquisition of Fertiza in October 2000, including some restructuring and severance costs.

The $4.6 million increase in equity earnings is primarily related to Fertifos due to its majority ownership of Fosfertil. The Brazilian agricultural sector continues to grow as more acres are developed.

The Saskferco segment represents the Cargill Fertilizer Businesses’ 50% ownership interest in Saskferco Products, Inc. (Saskferco), a Saskatchewan based nitrogen joint venture. The remaining 50% ownership interest in Saskferco is owned by Investment Saskatchewan, Inc. (49%) and Citibank Canada (1%). The ownership stake held by the Cargill Fertilizer Businesses is accounted for under the equity method. The functional currency of Saskferco is the U.S. dollar; therefore gains/losses in translating Saskferco’s results from the Canadian dollar are included in its net earnings.

Saskferco’s world class nitrogen plant, located near Belle Plaine, Saskatchewan, has the capacity to produce approximately 1,860 metric tons of ammonia, 2,850 metric tons of granular urea solution and 650 metric tons of UAN liquid fertilizer solution per day. Saskferco’s products are sold to nitrogen fertilizer customers, primarily in western Canada and the northern tier of the United States.

The following table presents summary operating data for the Saskferco segment (in thousands of U.S. dollars):

Six months ended November 30, 2003 compared to six months ended November 30, 2002

Saskferco reported net earnings of $8.8 million for the six months ended November 30, 2003, up from $6.4 million for the six months ended November 30, 2002. Urea production was down 52,597 metric tons, or 11%, due to a maintenance shutdown for four weeks in June and July 2003 with urea sales also down 76,500 metric tons, or 15%. The Canadian dollar strengthened versus the U.S. dollar from $0.64 in November 2002 to $0.77 in November 2003, resulting in a $1.5 million currency translation gain.

Saskferco reported net earnings of $14.8 million for fiscal 2003, up from $0.2 million fiscal 2002. The Canadian dollar strengthened significantly versus the U.S. dollar through May 2003, ending at $0.73 compared to

$0.66 in May 2002. This resulted in a $4.0 million currency translation gain. Although urea production and sales in metric tons were down 65,648 metric tons and 81,183 metric tons, respectively, these decreases were offset by strong margins as the increase in nitrogen fertilizer prices outpaced the increase in natural gas prices.

Saskferco reported net earnings of $0.2 million for fiscal 2002, down from $6.9 million for fiscal 2001. Although urea sales were up by 114,861 metric tons, or 12%, over fiscal 2001, nitrogen fertilizer prices followed natural gas prices downward, resulting in compressed margins. Production of ammonia and urea in fiscal 2002 was up 41,800 metric tons and 53,500 metric tons, respectively, due to a planned maintenance shutdown in June 2000. The 78,000 metric ton urea warehouse located in Carman, Manitoba was completed in June 2001 allowing the Cargill Fertilizer Businesses to better service customers in Manitoba and the Northern Plains.

The primary sources of cash for working capital, capital expenditures and acquisitions are operating cash flow and borrowings from Cargill. Interest charges on Cargill borrowings are variable based on Cargill’s borrowing cost as well as capital market conditions. Borrowings consist of both a short-term pool and a long-term pool. These borrowings from Cargill will not continue following the closing of the transactions. Therefore, Newco will be required to seek alternative sources of financing, which may include accessing the public capital markets and/or borrowing funds from commercial banks.

Cash flows from operating activities are primarily driven by net earnings (loss), adjusted for the noncash impact of depletion, depreciation and amortization. The other main contributor is volume and price level changes in phosphate product selling prices and raw material input prices.

Cash used for investing activities primarily relates to additions to property and acquisitions. The Cargill Fertilizer Businesses spend approximately $60 million annually on regular capital additions to property to maintain fixed assets. The remaining annual capital expenditures primarily relate to expansion of capacity. Of cash used for acquisitions in fiscal 2003, $129.9 million related to the purchase of the Florida processing plants and phosphate rock reserves of Farmland Hydro, L.P. Of cash used for acquisitions in fiscal 2001, $45.7 million related to the acquisition of Fertiza, a fertilizer distributor with an extensive sales network in central and southern Brazil.

Additions to property for fiscal 2004 are expected to be approximately $100 to $110 million, of which $53 million has been spent during the six months ended November 30, 2003. The Cargill Fertilizer Businesses also spent approximately $13 million during the six months ended November 30, 2003 for the acquisition of the remaining minority interest in Cargill Fertilizantes, S.A.

Cash flows from financing activities primarily include contributions by Cargill as well as borrowings from Cargill. The Cargill Fertilizer Businesses also had $49.8 million in third party long-term debt at November 30, 2003, a majority of which relates to the Brazil Fertilizer segment, and also includes a 5.5%, $13.8 million Industrial Revenue Bond for the Phosphate Production segment due in 2009. The interest rate on debt relating to the Brazil Fertilizer segment is largely tied to TJLP (a long-term interest rate regulated by the Brazilian Central Bank) and IGPM (a general market price index calculated by the Fundacao Getuilio Vargas). The TJLP has been relatively stable because it is a long-term rate. The IGPM has fluctuated significantly, especially in the fiscal year ended May 31, 2003.

The Cargill Fertilizer Businesses do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on their financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

At May 31, 2003, the Cargill Fertilizer Businesses had certain contractual obligations, which require payments as follows:

The Cargill Fertilizer Businesses are obligated to provide the South Fort Meade mine first preference for phosphate rock requirements and to make royalty payments to the South Fort Meade Partnership L.P. of approximately $3.09 per metric ton for the rock mined and beneficiated at this facility. The South Fort Meade mine currently has the capacity to produce approximately 4.7 million metric tons of rock per year and is anticipated to be expanded to approximately 5.9 million metric tons per year by the end of 2004.

The Cargill Fertilizer Businesses purchase phosphate products for their Brazilian operations under a four-year contract that commenced January 1, 2004.

The preparation of the financial statements for the Cargill Fertilizer Businesses requires judgments and estimates on the part of management, especially the items presented below. A summary of the significant accounting policies, including the two discussed below, are included in Note 1 of the consolidated financial statements of the Cargill Fertilizer Businesses.

The Cargill Fertilizer Businesses record accrued liabilities for various environmental matters and reclamation activities. As of May 31, 2003 and 2002, the balances of these accrued liabilities were $67.0 million and $54.7 million, respectively. The estimation processes used to determine the amounts of these accrued liabilities are complex and use information obtained from Cargill specific and industry data, as well as general economic information. Changes in major assumptions or estimates could have a significant impact on the results of operations.

The Cargill Fertilizer Businesses periodically evaluate the carrying value of long-lived assets when events and circumstances indicate the carrying value may not be recoverable. Once an indication of a potential

impairment exists, recoverability of the respective assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount of such operation. If the carrying value is considered impaired, a loss is recognized based on the amount by which the carrying value exceeds fair market value. Reductions in the carrying value of long-lived assets due to impairments would result in statement of operations charges, which could be significant.

In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS No. 143, Accounting for Asset Retirement Obligations, which became effective for the Cargill Fertilizer Businesses on June 1, 2003. SFAS 143 requires legal obligations associated with the retirement of long-lived assets to be recognized at their fair value at the time that the obligations are incurred. The Cargill Fertilizer Businesses adopted SFAS No. 143 on June 1, 2003 and it did not have a material effect on the consolidated financial statements of the Cargill Fertilizer Businesses.

In January 2003, the FASB issued Interpretation (FIN) No. 46 (revised December 2003), Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51, which is effective for the The Cargill Fertilizer Businesses June 1, 2005. FIN No. 46 defines variable interest entities (VIEs) and provides guidance on when VIEs should be consolidated. The Cargill Fertilizer Businesses do not expect that the adoption of FIN No. 46 will have a material effect on the consolidated financial statements of the Cargill Fertilizer Businesses.

The Cargill Fertilizer Businesses are exposed to the impact of changes in interest rates, foreign currency exchange rates and commodity prices.

Interest rates. A one percent change in interest rates would have an annualized impact of approximately $5.5 million on the $554 million of borrowings by the Cargill Fertilizer Businesses from Cargill as of November 30, 2003, but this debt will not be transferred to Newco. Third party debt totaled $49.8 million at November 30, 2003, nearly half of which was at fixed interest rates. The remainder of third party debt is variable based on Brazilian bank and inflation rates, but any hypothetical changes in these rates is not expected to have a significant impact on the financial results of the Cargill Fertilizer Businesses.

Foreign currency exchange rates. In recent years, the Cargill Fertilizer Businesses have been impacted by various currency fluctuations, most notably changes in the Brazilian real, the Argentine peso and the Canadian dollar. Changes in the Canadian dollar primarily impact the Cargill Fertilizer Businesses’ 50% equity interest in Saskferco. The functional currency for Saskferco is the U.S. dollar. Fluctuations in the Brazilian real and the Argentine peso were significant in fiscal 2002, but have had minimal impact on the statement of operations of the Cargill Fertilizer Businesses since that period. The fiscal 2002 fluctuations in the Argentine peso were primarily caused by its de-linking from the U.S dollar in December 2001.

Commodity prices. The Cargill Fertilizer Businesses purchase three primary raw materials—natural gas, ammonia and sulfur. A portion of fluctuations in prices for these raw materials is reflected in the selling prices of finished products, but there can be no guarantee that significant increases in input prices can be recovered. The Cargill Fertilizer Businesses monitor their exposure against a predetermined position limit based on inventory levels, open purchase contracts and open sales orders. The Cargill Fertilizer Businesses enter into raw material purchase contracts to manage market risks but exposure to significant fluctuations still exists. The Cargill Fertilizer Businesses utilize forward pricing for both purchase and sales contracts when appropriate. The geographic diversity of the company serves to reduce commodity market risks, but supply and demand dynamics have a significant impact on the Cargill Fertilizer Businesses. The Cargill Fertilizer Businesses also use product mix to mitigate risks, such as the mix in sales between DAP and MAP, which use different quantities of ammonia.

The Cargill Fertilizer Businesses utilize various types of derivative products (principally options, futures and currency swaps) to hedge currency and raw material cost risks arising from certain of their assets and liabilities. The Cargill Fertilizer Businesses recognize all derivative instruments in the balance sheet at fair value, with changes in such fair values recognized immediately in earnings unless specific hedging criteria are met. Effective changes in the fair value of derivatives designated as cash flow hedges are recorded in accumulated other comprehensive income. Amounts are reclassified from accumulated other comprehensive income when the underlying hedged item impacts net earnings and all ineffective changes in fair value are recorded currently in net earnings.

The following table sets forth information regarding the individuals who currently are expected to serve as executive officers and directors of Newco upon completion of the transactions. Additional executive officers and directors will be determined prior to the special meeting.

Fredric W. Corrigan has served as Executive Vice President of Cargill since November 1999, Chairman of the Board of Cargill Fertilizer, Inc. since September, 1994 and Chairman of the Cargill Corporate Business Excellence Committee since August, 2000. Mr. Corrigan also serves on Cargill’s Corporate Leadership Team and Corporate Public Affairs Committee, as well as the board of directors of several Cargill joint ventures. Mr. Corrigan joined Cargill in 1966. From 1966 until 1986, Mr. Corrigan held various positions within Cargill’s soybean processing and corn milling business and its flour milling division. Mr. Corrigan was named President of Cargill’s Fertilizer Division in 1986 and President of Cargill Worldwide Fertilizer in 1992. In 1996, he was named President of Cargill’s Agriculture-Biosciences Group. Mr. Corrigan has previously served on the board of directors of The Fertilizer Institute, the Potash & Phosphate Institute and the Florida Phosphate Counsel. Mr. Corrigan holds a B.S. degree in economics from Dartmouth College.

Robert L. Lumpkins has served as Chief Financial Officer of Cargill since 1989 and as Vice Chairman of Cargill since 1995. Mr. Lumpkins joined Cargill in 1968. From 1968 until 1989, Mr. Lumpkins held various financial and line management positions. Mr. Lumpkins serves as a member of the board of directors of Cargill, Ecolab, Inc. and WhereNet. He also serves on the non-profit boards of Howard University and TechnoServe, Inc., and on the Notre Dame Science Advisory Council and the Stanford Business School Advisory Council. A native of Lawrenceburg, Tennessee, Mr. Lumpkins holds a B.S. degree in mathematics from the University of Notre Dame and a MBA from the Stanford Graduate School of Business.

Douglas A. Pertz has served as Chairman and Chief Executive Officer of IMC since March 2002. From October 2000 to March 2002, Mr. Pertz served as Chairman, President and Chief Executive Officer of IMC, and from October 1999 to October 2000, Mr. Pertz served as President and Chief Executive Officer of IMC. Mr. Pertz served as President and Chief Operating Officer of IMC from October 1998 to October 1999. Prior to joining IMC, Mr. Pertz served from 1995 to 1998 as President and Chief Executive Officer and as a director of Culligan Water Technologies, Inc., a leading manufacturer and distributor of water purification and treatment products. Mr. Pertz is a director of Compass Minerals International, Inc. and Bowater Incorporated. Mr. Pertz has served as a director of IMC since October 1998. Mr. Pertz serves as a member of IMC’s Executive Committee. Mr. Pertz holds a B.S. degree in mechanical engineering from Purdue University.

The amended and restated certificate of incorporation and the amended and restated bylaws of Newco, which will be adopted prior to the completion of the transactions, provide that the Newco board of directors will consist of eleven members and be divided into three classes of directors with each class serving a staggered three-year term. Initially, Cargill will have the right to designate seven nominees and IMC will have the right to designate four nominees to serve on the Newco board of directors as follows:

Cargill has designated Mr. Corrigan to serve as a director, as well as Chief Executive Officer and President, of Newco and Mr. Lumpkins to serve as the Newco Chairman of the Board. IMC has designated Mr. Pertz to serve as a director of Newco. Cargill and IMC have not yet selected the other directors who will be designated to serve on the Newco board of directors but intend to do so prior to the special meeting of IMC stockholders. For more information about the rights of Cargill and IMC to designate directors of Newco, see “Agreements Between Newco and Cargill—Investor Rights Agreement” beginning on page of this proxy statement/prospectus.

During the four-year period following the completion of the transactions, at least four of the seven Newco directors nominated by Cargill and at least three of the four Newco directors nominated by IMC must be “non-associated directors,” as that term is defined in the investor rights agreement. See “Agreements Between Newco and Cargill—Investor Rights Agreement” beginning on page of this proxy statement/prospectus for the meaning of the term “non-associated director.” Messrs. Corrigan, Lumpkins and Pertz will not be considered non-associated directors.

Each committee of the Newco board of directors is required by the terms of the investor rights agreement to consist of five directors, to the extent practicable to comply with the rules and regulations of the New York Stock Exchange, the SEC, the Sarbanes-Oxley Act of 2002, as amended, and any other applicable requirements of law. Each of the committees of the Newco board of directors initially will consist of three directors designated by Cargill and two directors designated by IMC.

Newco will establish an audit committee that will be comprised entirely of non-associated directors, all of whom will satisfy the independence requirements of the New York Stock Exchange applicable to audit committees. The audit committee’s primary function will be to assist the Newco board of directors in its oversight of:

Newco will establish a governance committee. A majority of the directors comprising the governance committee must be non-associated directors. The governance committee’s primary responsibilities will be to:

As part of its responsibility to approve and recommend director candidates, the governance committee will consider potential nominees recommended by Newco security holders.

Newco will establish a compensation committee. The chairman of the compensation committee will be a non-associated director and, if required by Section 162(m) of the Internal Revenue Code or Section 16 of the Securities Exchange Act, each of the other members of the compensation committee will be non-associated directors. The compensation committee will carry out the responsibilities of the Newco board of directors, and makes recommendations to the Newco board of directors, relating to:

To date, no officer of Newco has received any compensation from Newco in his capacity as an officer of Newco. Subject to further review by its board of directors and its compensation committee, once established, Newco expects to approve a compensation package for each of its executive officers commensurate with such officer’s expected position and duties as an executive officer of Newco.

Subject to further review by the Newco board of directors and/or a committee thereof, Newco expects to reimburse each member of its board of directors for out-of-pocket expenses incurred in connection with attending board meetings. Subject to further review by the Newco board and/or a committee thereof, the Newco board of directors expects to approve a program compensating non-employee directors in cash, stock and/or stock options.

Newco’s restated certificate of incorporation limits the liability of directors to the maximum extent permitted by Delaware law. The DGCL provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except liability for any of the following acts:

This limitation of liability does not apply to liabilities arising under the federal securities laws and does not affect the availability of equitable remedies such as injunctive relief or rescission.

Newco’s restated certificate of incorporation and amended and restated bylaws provide that Newco will indemnify each person who is or was a director or executive officer of Newco and each person who serves or served at the request of Newco as a director or executive officer of another entity to the fullest extent permitted by law. To the extent not prohibited by law, Newco’s amended and restated bylaws permit it to pay the expenses incurred by an indemnified party in advance of the final settlement of an action or proceeding.

Newco may enter into agreements to indemnify its directors and executive officers, in addition to the indemnification provided for in its certificate of incorporation and bylaws. Newco believes that these provisions and agreements are necessary to attract and retain qualified persons as directors and executive officers.

To IMC’s knowledge, the following table sets forth the beneficial ownership of IMC common stock, as of March 1, 2004, by:

The address for each beneficial owner who is also a director or executive officer of IMC is c/o IMC Global Inc., 100 South Saunders Road, Suite 300, Lake Forest, Illinois 60045.

The following table also sets forth, on a pro forma basis, the estimated beneficial ownership of Newco common stock following the effective date of the transactions by:

The address for each beneficial owner who is also anticipated to be a director or executive officer of Newco is c/o Global Nutrition Solutions, Inc., c/o Cargill, Incorporated, 15615 McGinty Road West, Wayzata, MN 55391. See “Management of Newco Following the Transactions” beginning on page of this proxy statement/prospectus for a discussion regarding the anticipated directors and executive officers of Newco.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC. As indicated below, in computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of stock subject to options held by that person that are currently exercisable within 60 days of

March 1, 2004 are deemed outstanding. These shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Except as indicated, and subject to the applicable community property laws, the stockholders named in the table have sole voting and investment power with respect to the shares shown as beneficially owned by them.

The following description of the material terms of the capital stock of Newco includes a summary of specified provisions of Newco’s restated certificate of incorporation, amended and restated bylaws and certain certificates of designations that will be in effect after the completion of the transactions. This description also summarizes relevant provisions of the DGCL. The terms of Newco’s restated certificate of incorporation, amended and restated bylaws and certificates of designations, as well as the terms of the DGCL, are more detailed than the general information provided below. Therefore, you should carefully consider the actual provisions of these documents and the DGCL. Newco’s restated certificate of incorporation (including the Certificate of Designations for the Newco Class B common stock and the Certificate of Designations for the Newco 7.50% preferred stock) is attached as Annex D to this proxy statement/prospectus and Newco’s amended and restated bylaws are attached as Annex E to this proxy statement/prospectus.

Newco initially will have authority to issue a total of 512,000,000 shares of capital stock, consisting of:

After completion of the transactions, the following Newco capital stock will be issued and outstanding:

Voting Rights. All shares of Newco common stock have identical rights and privileges. The holders of shares of Newco common stock are entitled to vote on all matters submitted to a vote of the Newco stockholders, including the election of directors; provided, however, that holders of shares of Newco common stock will not be entitled to vote for any amendments to Newco’s certificate of incorporation that relate only to an outstanding series of preferred stock or the Newco Class B common stock. On all matters to be voted on by holders of shares of Newco common stock, the holders will be entitled to one vote for each share of Newco common stock held of record, and will have no cumulative voting rights.

Dividend Rights. Holders of shares of Newco common stock are entitled to receive dividends or other distributions when and if declared by the Newco board of directors. The right of the Newco board of directors to declare dividends, however, will be subject to the rights of any holders of outstanding shares of Newco preferred stock and the availability of sufficient funds under the DGCL to pay dividends. For a more complete description of the dividend rights of holders of shares of Newco preferred stock, see “—Newco 7.50% Preferred Stock” and “—Blank Check Preferred Stock” below.

Liquidation Preference. In the event of a liquidation, dissolution or winding-up of Newco, after the payment in full of all amounts owed to holders of any outstanding shares of Newco preferred stock, the remaining assets of Newco will be distributed ratably to the holders of shares of Newco common stock, together with the holders of shares of Newco Class B common stock, in proportion to the number of shares held by such holders.

Other Rights. Holders of shares of Newco common stock have no preemptive rights and no right to convert their shares of Newco common stock into any other securities. There are no redemption or sinking fund provisions applicable to Newco common stock. The rights, preferences and privileges of holders of shares of Newco common stock are subject to, and may be adversely affected by, the rights of holders of shares of Newco 7.50% preferred stock and shares of any other series of Newco preferred stock which Newco may designate and issue in the future without further stockholder approval.

Voting Rights. All shares of Newco Class B common stock have identical rights and privileges. The holders of shares of Newco Class B common stock are entitled to vote on all matters to be voted on by the holders of shares of Newco common stock. On all matters to be voted on by the holders of shares of Newco Class B common stock, the holders will be entitled to one vote for each share of Newco Class B common stock held of record, and will vote as a single class with the holders of shares of Newco common stock. Holders of shares of Newco Class B common stock will have no cumulative voting rights. In addition, the affirmative vote or consent of the holders of 66²/3% of the outstanding shares of Newco Class B common stock will be required for any amendment, alteration or repeal of Newco’s certificate of incorporation that will adversely affect the powers, preferences, privileges or rights of holders of shares of Newco Class B common stock.

Dividend Rights. Holders of Newco Class B common stock are not entitled to receive dividends or other distributions, except as expressly required by law. In the event of a liquidation, dissolution or winding-up of Newco, after the payment in full of all amounts owed to holders of any outstanding share of Newco preferred stock, the remaining assets of Newco will be distributed ratably to the holders of the Newco Class B common stock, together with the holders of the Newco common stock, in proportion to the number of shares held by such holders.

Conversion Rights. At any time that a share of Newco 7.50% preferred stock is converted into one or more shares of Newco common stock, 1.98507454 shares of Newco Class B common stock will automatically convert into a number of newly issued shares of Newco common stock equal to:

For a description of the conversion rights of the Newco 7.50% preferred stock, see “—Newco 7.50% Preferred Stock” below.

Voting Rights. All shares of Newco 7.50% preferred stock have identical rights and privileges. The holders of shares of Newco 7.50% preferred stock will be entitled to vote on all matters to be voted on by the holders of Newco common stock. On all matters to be voted on by the holders of shares of Newco 7.50% preferred stock, the holders will be entitled to one vote for each share of Newco 7.50% preferred stock held of record, and will vote as a single class with the holders of shares of Newco common stock. In addition, the affirmative vote or consent of the holders of 66²/3% of the outstanding shares of Newco 7.50% preferred stock will be required for any amendment, alteration or repeal of Newco’s certificate of incorporation (including any certificate of designation or any similar document relating to any series of capital stock) that will adversely affect the powers, preferences, privileges or rights of holders of shares of Newco 7.50% preferred stock.

Dividend Rights. Dividends on shares of Newco 7.50% preferred stock are payable when, as and if declared by the Newco board of directors, on the first calendar day of January, April, July and October of each year at the annual rate of $3.75 per share. At the election of Newco, dividends on shares of Newco 7.50% preferred stock may be paid:

Dividends on shares of Newco 7.50% preferred stock are cumulative, meaning that if the Newco board of directors fails to declare a dividend, the dividends will:

If Newco does not pay a quarterly dividend, then, until all accrued and unpaid dividends are paid and the full quarterly dividend on shares of Newco 7.50% preferred stock for the current and all prior quarterly dividend periods is declared and paid:

In addition, if the required quarterly dividends payable on Newco 7.50% preferred stock (or any other class or series of Newco preferred stock ranking equally with Newco 7.50% preferred stock with respect to payment of dividends) have not been paid for six quarterly dividend periods, the number of directors on the Newco board of directors will be increased by two. The holders of shares of Newco 7.50% preferred stock, voting as a single class with the holders of those other classes or series of Newco preferred stock, will be entitled to elect two directors at any meeting of Newco’s stockholders at which directors are to be elected held during the period their dividends remain in arrears. This voting right will continue until Newco has paid full cumulative dividends for all past periods on the Newco 7.50% preferred stock and the other class or classes of Newco preferred stock.

Liquidation Preference. In the event of a liquidation, dissolution or winding-up of Newco, the holders of shares of Newco 7.50% preferred stock will receive, before any payment to a holder of any junior capital stock, a distribution equal to:

After the payment described above, holders of shares of Newco 7.50% preferred stock, as such, will have no right or claim to any of the remaining assets of the corporation.

Conversion Rights. All outstanding shares of Newco 7.50% preferred stock will automatically convert into shares of Newco common stock on July 1, 2006. The rate at which the shares of Newco 7.50% preferred stock will convert into shares of Newco common stock (referred to as the conversion rate) is a function of the average of the closing prices per share of Newco common stock on each of the 20 consecutive trading days ending on the third trading day immediately preceding July 1, 2006 (or, in the case of a conversion upon a cash merger, as described below, the date immediately preceding that cash merger). This average is referred to as the average market price.

In addition, holders of shares of Newco 7.50% preferred stock on July 1, 2006 will have the right to receive a dividend payment of cash, shares of Newco common stock, or a combination of the two, in an amount equal to any accrued and unpaid dividends on Newco 7.50% preferred stock as of that date.

In the event of certain specified mergers or consolidations of Newco in which the shares of Newco common stock outstanding prior to the merger or consolidation are exchanged for consideration consisting of at least 30% cash or cash equivalents (referred to as a cash merger) then Newco or its successor will be required to offer the holder of each share of Newco 7.50% preferred stock the right to convert those shares prior to July 1, 2006. Holders of shares of Newco 7.50% preferred stock that elect to make this conversion will receive, in exchange for any shares of Newco 7.50% preferred stock that they choose to exchange, the net cash, securities and other property the holder would have received if that holder had converted those shares, at the conversion rate, immediately prior to the cash merger.

Additionally, prior to July 1, 2006, Newco may, at its option, cause the conversion of all, but not less than all, the shares of Newco 7.50% preferred stock then outstanding at a rate of 6.4440 shares of Newco common stock for each share of Newco 7.50% preferred stock, subject to specific anti-dilution adjustments. Newco will be able to cause this conversion only if:

Shares of Newco 7.50% preferred stock are also convertible at the option of their holders, at any time prior to July 1, 2006, into shares of Newco common stock. Holders of Newco 7.50% preferred stock that choose this conversion will receive 6.4440 shares of Newco common stock for each share of Newco 7.50% preferred stock the holder elects to convert, subject to specific anti-dilution adjustments.

After the effective date of the transactions, the Newco board of directors will be authorized to issue from time to time, without further stockholder approval, up to an aggregate of 9,250,000 shares of preferred stock (in addition to the Newco 7.50% preferred stock) in one or more series and to fix or alter the designations, preferences, rights and any qualifications, limitations or restrictions of the shares of each series, including the dividend rights, dividend rates, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, liquidation preferences and the number of shares constituting any series. Newco may issue its preferred stock in ways which may delay, defer or prevent a change in control of Newco without further action by Newco’s stockholders and may adversely affect the voting and other rights of the holders of Newco common stock. The issuance of Newco preferred stock with voting and conversion rights may adversely affect the voting power of the holders of Newco common stock, including the loss of voting control to others.

Shares of Newco common stock and Newco 7.50% preferred stock are expected to be listed on the New York Stock Exchange following completion of the transactions.

Anti-takeover Effects of Provisions of the DGCL and Newco’s Certificate of Incorporation and Bylaws

The DGCL and Newco’s restated certificate of incorporation and amended and restated bylaws will contain a number of provisions which may have the effect of discouraging transactions that involve an actual or threatened change of control of Newco. In addition, provisions of Newco’s restated certificate of incorporation and amended and restated bylaws may be deemed to have anti-takeover effects and may delay, defer or prevent a tender offer or takeover attempt that a stockholder might consider in his, her or its best interest, including those attempts that might result in a premium over the market price of the shares held by Newco’s stockholders. Further, upon the completion of the transactions, Cargill and its affiliates will hold in excess of a majority of Newco’s capital stock and, therefore, will have voting control of Newco.

Newco is subject to Section 203 of the DGCL. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years from the date of the transaction in which the person became an interested stockholder, unless the interested stockholder attained this status with the approval of the board or unless the business combination was approved in a prescribed manner. A “business combination” includes mergers, asset sales and other transactions resulting in a financial benefit to the interested stockholder. Subject to exceptions, an “interested stockholder” is a person who, together with affiliates and associates, owns, or within three years owned, 15% or more of the corporation’s voting stock. This statute could prohibit or delay the accomplishment of mergers or other takeover or change in control attempts with respect to Newco and, accordingly, may discourage attempts to acquire Newco.

Advance Notice Requirements for Stockholder Proposals and Director Nominations

Newco’s amended and restated bylaws provide that stockholders must provide timely notice when seeking to:

To be timely, a stockholder’s notice must be delivered to or mailed and received at Newco’s principal executive offices:

Newco’s amended and restated bylaws also specify requirements as to the form and content of a stockholder’s notice. These provisions may preclude stockholders from bringing matters before an annual meeting or a special meeting of stockholders or from making nominations for directors at an annual meeting of stockholders.

Authorized by unissued shares of Newco common stock and Newco preferred stock are available for future issuance without stockholder approval. These additional shares may be utilized for a variety of corporate purposes, including future public or private offerings to raise additional capital and for corporate acquisitions.

Newco has applied to list the Newco common stock and the Newco 7.50% preferred stock on the New York Stock Exchange. Newco will apply for trading symbols corresponding to its new name once the name is determined.

Shares of IMC common stock are listed on the New York Stock Exchange under the symbol “IGL.” The following table sets forth, for the periods indicated, the high and low sales prices per share of IMC common stock as reported on the New York Stock Exchange, and the cash dividends paid per share for the periods indicated:

The IMC board of directors did not declare a dividend on IMC’s common stock for the quarters ended December 31, 2003 and March 31, 2004. This action was the result of IMC’s commitment to cash flow enhancement and balance sheet improvement.

Newco cannot predict at this time whether it will pay dividends on the Newco common stock. Whether Newco will pay dividends on the Newco common stock, and the timing and amount of those dividends, will be subject to approval and declaration by the Newco board of directors, and will depend on a variety of factors, including the earnings, cash requirements and financial condition of Newco and other factors deemed relevant by the Newco board of directors.

As a result of the transactions, IMC common stockholders will receive shares of Newco common stock in exchange for their shares of IMC common stock and will, therefore, become stockholders of Newco. Because both IMC and Newco are organized under the laws of the State of Delaware, any differences in the rights of holders of IMC common stock and Newco common stock arise principally from differences in the provisions of the respective certificates of incorporation and bylaws of IMC and Newco.

Upon completion of the transactions, your rights as a holder of Newco common stock will be governed by Delaware law and Newco’s restated certificate of incorporation and amended and restated bylaws, which are attached to this proxy statement/prospectus as Annexes D and E, respectively. Newco’s amended and restated bylaws are subject, in all respects, to the terms of the investor rights agreement until the earlier of the termination of the standstill period or the termination of the investor rights agreement. See “Agreements between Newco and Cargill—Investor Rights Agreement” beginning on page of this proxy statement/prospectus for the meaning of the term standstill period and for a discussion of the material provisions of the investor rights agreement.

The following discussion summarizes the material differences between the rights of holders of IMC common stock and Newco common stock. This summary is not intended to be complete and it does not identify all differences that may, under given situations, be material to stockholders and is qualified in its entirety by reference to Delaware law and the governing corporate documents of Newco and IMC. Copies of the governing documents of IMC have been filed with the SEC. To find out where you can get copies of those documents, see “Where You Can Find More Information” beginning on page of this proxy statement/prospectus.

The consolidated financial statements of IMC at December 31, 2003 and 2002 and for each of the three years in the period ended December 31, 2003 incorporated by reference in IMC’s Annual Report (Form 10-K) for the year ended December 31, 2003, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon incorporated by reference therein and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The consolidated financial statements of the Cargill Fertilizer Businesses as of May 31, 2003 and 2002 and for each of the years in the three-year period ended May 31, 2003, have been included herein in reliance upon the report of KPMG LLP, independent accountants, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

The consolidated balance sheet of Global Nutrition Solutions, Inc. as of January 26, 2004 has been included herein in reliance upon the report of KPMG LLP, independent accountants, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

The consolidated balance sheets of Fertifos and subsidiaries as of December 31, 2002 and 2001 and the related consolidated statements of income, comprehensive income (loss), changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2002 included herein have been audited by Deloitte Touche Tohmatsu, independent auditors, as stated in their reports appearing herein and elsewhere in the registration statement (which report expresses an unqualified opinion and includes an explanatory paragraph referring to a change in accounting principle for scheduled maintenance costs), and has been included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The balance sheets of Saskferco Products Inc. as of May 31, 2003 and May 31, 2002 and the related statements of operations and retained earnings and cash flows for each of the three years in the period ended May 31, 2003 included herein have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report appearing herein and elsewhere in the registration statement (which report expresses an unqualified opinion), and has been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

Dorsey & Whitney LLP will pass on the validity of the securities offered in this prospectus for Newco. Sidley Austin Brown & Wood LLP, counsel to IMC, will pass upon the qualification of the merger as a reorganization under Section 368(a) of the Internal Revenue Code.

IMC does not currently expect to hold a 2005 annual meeting of stockholders because IMC will not be a separate public company if the transactions described in this proxy statement/prospectus are completed. If the transactions are not completed and IMC holds a 2005 annual meeting of its stockholders, proposals that IMC stockholders wish to be considered for inclusion in the IMC proxy material for the 2005 Annual Meeting of Stockholders pursuant to Rule 14a-8 of the proxy rules of the SEC must be received by IMC’s Corporate Secretary at its principal executive offices by December 9, 2004 and must comply with the requirements of Rule 14a-8 under the Securities Exchange Act. In addition, in the event that the 2005 annual meeting of IMC’s stockholders is held, IMC’s amended and restated bylaws establish an advance notice procedure which a stockholder must follow to introduce an item of business at an annual meeting of stockholders (other than pursuant to Rule 14a-8 of the proxy rules of the SEC) or to nominate persons for election as directors. For a description of these advance notice procedures, see “Comparison of the Rights of Newco and IMC Stockholders—Advance Notice Provisions for Stockholder Nominations and Proposals” beginning on page of this proxy statement/prospectus.

IMC files annual, quarterly and special reports, proxy statements and other information with the SEC as required under the Securities Exchange Act. You may read and copy those filings at the SEC’s public reference room at the following location:

Please call the SEC at 1-800-SEC-0330 for further information about its public reference room. The SEC also maintains an Internet website that contains reports, proxy statements and other information, including those filed by IMC. The address of that site is http://www.sec.gov. You may also access IMC’s SEC filings and obtain information about IMC through the Internet website maintained by IMC, at http://www.imcglobal.com. The information contained in IMC’s website is not incorporated by reference into this proxy statement/prospectus.

You should also be able to inspect reports, proxy statements and other information about IMC at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

Newco has filed a registration statement on Form S-4 under the Securities Act with the SEC that registers the shares of Newco common stock and Newco 7.50% preferred stock to be issued to IMC’s stockholders in the merger. This proxy statement/prospectus is a part of that registration statement and constitutes a prospectus of Newco in addition to being a proxy statement of IMC for the special meeting.

As allowed by SEC rules, this proxy statement/prospectus does not contain all the information you can find in the registration statement and the exhibits to the registration statement. The SEC allows IMC to “incorporate by reference” information into this proxy statement/prospectus, which means that IMC can disclose important information to you by referring you to other documents filed separately with the SEC. The information incorporated by reference is deemed to be part of this proxy statement/prospectus.

This proxy statement/prospectus incorporates by reference the documents listed below that IMC has previously filed with the SEC, which contain important information about IMC and its financial condition:

In addition, any documents that IMC files with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act after the date of this proxy statement/prospectus and before date of the special meeting are also incorporated by reference into and deemed to be a part of this proxy statement/prospectus from the date of filing of those documents.

Documents incorporated by reference into this proxy statement/prospectus by IMC are available from IMC (excluding exhibits to those documents, unless those exhibits are specifically incorporated by reference into this proxy statement/prospectus), without charge, upon your written or oral request to:

If you would like to request documents from IMC, please do so by [·], 2004, in order to ensure that you will receive them before the special meeting.

Any statement contained in a document incorporated by reference or deemed to be incorporated in this document by reference will be deemed modified or superseded for purposes of this proxy statement/prospectus to the extent that a statement contained in this document or any other subsequently filed document that is deemed to be incorporated in this document by reference modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a party of this proxy statement/prospectus.

IMC has supplied all information contained in this document relating to IMC, and Cargill has supplied all information contained in this document relating to Cargill and the Cargill Fertilizer Businesses.

Neither IMC nor Cargill has authorized anyone to give any information or make any representation about the transactions that is different from, or in addition to, the information contained in this proxy statement/prospectus or in any of the materials incorporated by reference into this proxy statement/prospectus. Therefore, if anyone does give you information of this sort, you should not rely on it. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this proxy statement/prospectus or the solicitation of proxies are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this proxy statement/prospectus does not extend to you. The information contained in this proxy statement/prospectus speaks only as of the date of this document unless the information specifically indicates that another date applies.

We have audited the accompanying consolidated balance sheet of Global Nutrition Solutions, Inc. (the Company) as of January 26, 2004. This consolidated balance sheet is the responsibility of the Company’s management. Our responsibility is to express an opinion on this consolidated balance sheet based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the balance sheet is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the balance sheet. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall balance sheet presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated balance sheet referred to above presents fairly, in all material respects, the financial position of Global Nutrition Solutions, Inc. as of January 26, 2004, in conformity with accounting principles generally accepted in the United States of America.

Global Nutrition Solutions, Inc. (the Company) was incorporated in the state of Delaware on January 23, 2004. The Company has two stockholders, Cargill, Inc. (Cargill) and IMC Global, Inc. (IMC). Cargill holds 665 shares and IMC holds 335 shares. The Company was formed in connection with the anticipated merger of the Cargill Fertilizer Businesses with IMC. The receivable from stockholders was funded on April 2, 2004.

The Company has a wholly owned subsidiary—GNS Acquisition Corp. At the effective date of the merger, GNS Acquisition Corp. would merge with and into IMC, at which point GNS Acquisition Corp would no longer exist as a separate corporate entity, and the company’s only wholly owned subsidiary would be IMC.

Also, at that time, each outstanding share of IMC common stock would be converted into one share of the Company’s common stock. This action will necessitate the authorization of additional common shares of the Company before the merger takes place.

The consolidated balance sheet includes the accounts of the Company and its wholly owned subsidiary. Other than its formation, the Company and its subsidiary have not conducted any activities.

We have audited the accompanying consolidated balance sheets of the Cargill Fertilizer Businesses (the Company) as of May 31, 2003 and 2002, and the related consolidated statements of operations, cash flows, and stockholder’s equity for each of the years in the three-year period ended May 31, 2003. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Cargill Fertilizer Businesses as of May 31, 2003 and 2002, and the results of their operations and their cash flows for each of the years in the three-year period ended May 31, 2003, in conformity with accounting principles generally accepted in the United States of America.

The accompanying notes are an integral part of the consolidated financial statements.

Cargill Fertilizer Businesses (the Company) are comprised of wholly and majority owned subsidiaries of Cargill, Inc. (Cargill), divisions of Cargill, Inc. and subsidiaries, and investments accounted for by the equity method. The company is organized into the following four business units, which are engaged in phosphate production and the blending and global distribution of fertilizer products:

Cargill Phosphate Production operates mines and processing plants in Florida, which produce phosphate fertilizer and feed phosphate.

Cargill Fertilizantes, SA, owned 86.8% by Cargill, Inc. as of May 31, 2003, is a leading producer and distributor of bulk and bag blended fertilizers in Brazil. It has blending plants that produce blended fertilizer and feed phosphate, a plant that granulates single super phosphate, and a port terminal. It also is a minority owner of Fertifos/Fosfertil, which operates phosphate and nitrogen chemical plants in Brazil. Subsequent to May 31, 2003, Cargill purchased the remaining minority interest in Cargill Fertilizantes for $13,164,000.

Saskferco is a 50% owned joint venture between the Company and Investment Saskatchewan, Inc. of Saskatchewan accounted for by the equity method, and is located in Saskatchewan, Canada. It produces granular urea and anhydrous ammonia for shipment to nitrogen fertilizer customers in western Canada and the northern tier of the United States.

Cargill Crop Nutrition markets fertilizer products and services to wholesalers, cooperatives, independent retailers and agents and other agricultural customers that, in turn, market these products and services to agricultural producers around the world. It operates fertilizer blending and bagging facilities, port terminals and warehouses in nine countries, and maintains a sales presence in six more countries in North and South America, Europe and Asia.

The accompanying consolidated financial statements have been prepared on the accrual basis of accounting. These financial statements do not necessarily reflect the financial position and results of operations of the Company in the future or what the financial position and results of operations would have been had the Company been an independent entity during the periods presented. Certain costs are charged to the Company by Cargill, Inc. and subsidiaries and are generally based on proportional allocations and in certain circumstances based on specific identification of applicable costs which management believes is reasonable (see note 9).

The accompanying consolidated financial statements include the accounts of the Cargill Fertilizer Businesses. Investments in companies where the Company does not have control, but has the ability to exercise significant influence (generally 20-50% ownership), are accounted for by the equity method. Other investments where the Company is unable to exercise significant influence over operating and financial decisions are accounted for at cost.

Sales of fertilizer products are recognized upon the transfer of risk and title of the product to the customer, which is generally at the time the product is shipped. For certain export shipments, transfer of title occurs outside the United States. Shipping and handling costs are included as a component of cost of sales.

Cargill, Incorporated and substantially all of its domestic subsidiaries are members of a group which files a consolidated federal income tax return. Federal income taxes or tax benefits are allocated to each company on the basis of its individual taxable income or loss and tax credits included in the return. Deferred income taxes are recognized for temporary differences between income for financial reporting purposes and income for tax purposes. A valuation allowance is recognized against any portion of deferred tax assets when realization of the deferred tax asset is not considered more likely than not.

Gains and losses resulting from translating the financial statements of foreign subsidiaries, whose functional currency is the local currency, at the current rate are included directly in other comprehensive income. Translation gains and losses of foreign subsidiaries where the U.S. dollar is the functional currency are included in net earnings currently. Effective June 1, 2001, the Company changed its functional currency for the Brazil operations from the U.S. dollar to the Brazilian Real. Foreign currency transaction and translation gains and losses included in other (income)/expense were a $946,000 net gain in 2003, a $4,414,000 net loss in 2002, and a $251,000 net loss in 2001.

Cash equivalents consist of short-term, highly liquid investments with original maturities of 90 days or less.

Short-term investments include highly liquid investments with original maturities greater than 90 days, but less than one year.

Inventories are stated at the lower of cost or market. Cost includes materials and production labor and overhead, and is determined on a last-in, first-out (LIFO) basis for the Phosphate Production business unit and weighted average cost for the remaining business units.

The Company periodically evaluates the carrying value of long-lived assets when events and circumstances indicate the carrying value may not be recoverable. Once an indication of a potential impairment exists, recoverability of the respective assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate, to the carrying amount of such operation. If the carrying value is considered impaired, a loss is recognized based on the amount by which the carrying value exceeds fair market value.

Property, plant and equipment are stated at cost. Depletion expenses for mining operations, including mineral reserves, are determined using the units-of-production method based on estimates of recoverable reserves. Repairs and maintenance costs are expensed when incurred. Depreciation is computed principally using the straight-line method over the following useful lives:

Provisions for estimated costs are recorded when environmental remedial efforts are probable and the costs can be reasonably estimated. In determining the provisions, the Company uses the most current information available, including similar past experiences, available technology, regulations in effect, the timing of remediation and cost-sharing arrangements.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The Company utilizes various types of derivative products (principally options, futures and currency swaps) to hedge currency and raw material cost risks arising from certain of its assets and liabilities. The Company recognizes all derivative instruments in the balance sheet at fair value, with changes in such fair values recognized immediately in earnings unless specific hedging criteria are met. Effective changes in the fair value of derivatives designated as cash flow hedges are recorded in accumulated other comprehensive income. Amounts are reclassified from accumulated other comprehensive income when the underlying hedged item impacts net earnings and all ineffective changes in fair value are recorded currently in net earnings.

In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS No. 143, Accounting for Asset Retirement Obligations, which is effective for the Company June 1, 2003. SFAS 143 requires legal obligations associated with the retirement of long-lived assets to be recognized at their fair value at the time that the obligations are incurred. In January 2003, the FASB issued Interpretation (FIN) No. 46 (revised December 2003), Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51, which is effective for the Company June 1, 2005. FIN No. 46 defines variable interest entities (VIEs) and provides guidance on when VIE’s should be consolidated. The Company does not expect that the adoption of SFAS No. 143 or FIN No. 46 will have a material effect on the consolidated financial statements.

The following summarizes amounts included in the accompanying consolidated financial statements for operations located outside the U.S., before elimination of intercompany accounts with domestic companies.

Phosphate production inventories of $136,624,000 and $101,400,000 at May 31, 2003 and 2002, respectively, were valued using the last-in-first-out (LIFO) method. Inventories would have been $18,952,000 higher and $3,022,000 lower at May 31, 2003, and 2002, respectively, had the Company valued its LIFO inventories using the first-in, first-out method. During 2002, inventory quantities were reduced. These reductions resulted in a liquidation of LIFO inventory quantities carried at lower costs prevailing in prior years as compared with the cost of 2002 purchases. As a result, cost of sales was reduced by $12,166,000, and net earnings increased by $7,908,000.

Cargill Fertilizantes Brazil is a 33.4% minority owner of Fertifos, which owns 55.6% of Fosfertil. Fosfertil operates phosphate and nitrogen chemical plants in Brazil. Saskferco is a 50% owned joint venture between Cargill and Investment Saskatchewan, Inc., and is located in Saskatchewan, Canada. The summarized financial information shown below includes all nonconsolidated companies carried on the equity method.

Capitalized interest on major construction projects was $530,000, $714,000 and $734,000 during the years ended May 31, 2003, 2002, and 2001, respectively.

Annual maturities of long-term debt are: $8,361,000 in 2005, $7,848,000 in 2006, $4,358,000 in 2007, $866,000 in 2008, and $27,796,000 thereafter. The fair value of long-term debt including the current portion at May 31, 2003 and 2002 was $51,675,000 and $58,705,000, respectively. Interest paid on long-term debt for the years ended May 31, 2003, 2002, and 2001 was $14,972,000, $11,158,000 and $9,114,000, respectively.

(b)—IGPM is a Brazilian inflation index published by Fundacao Getulio Vargas. The rate at May 31, 2003 and 2002 was 31.51% and 8.84%, respectively.

(c)—TJLP is a long-term interest rate set by the Brazilian Central Bank. The rate at May 31, 2003 and 2002 was 5.66% and 3.30%, respectively.

The Company has operating leases for plant equipment, real property, rail and other transportation equipment. Rental expenses incurred in connection with these leases were $19,371,000, $16,949,000 and $14,886,000 for the years ended May 31, 2003, 2002, and 2001, respectively, of which $251,000, $1,296,000 and $766,000, respectively, was paid to Cargill, Inc. and affiliates. The future minimum lease commitments as of May 31, 2003 are as follows:

U.S. and foreign income tax expense (benefit) is made up of the following components:

The effective tax rate is different from the statutory U.S. Federal income tax rate for the following reasons:

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities are presented below:

At May 31, 2003, the Company has tax loss carryforwards of approximately $48,900,000. Of the total tax loss carryforwards, approximately $1,700,000 expires in various years through 2013 and $47,200,000 is available indefinitely. A valuation allowance has been recognized against a portion of the deferred tax asset because realization of the entire deferred tax asset is not considered more likely than not. Additional tax expense of $8,526,000 was realized during the year ended May 31, 2003, due to an increase in the valuation allowance. Management believes it is more likely than not that the remaining net deferred tax asset will be realized. Cash paid/(refunds received) for income taxes was $221,000, $600,000 and ($419,000) during the years ended May 31, 2003, 2002, and 2001, respectively.

Costs are allocated to the Company by Cargill, Inc. and affiliates for corporate services such as technical and administrative services, warehousing, brokerage and commission, insurance, and pension and postretirement expenses. Such costs aggregated $20,534,000, $27,447,000 and $18,429,000 for the years ended May 31, 2003, 2002 and 2001, respectively.

Cargill, Inc. also allocates certain insurance and employee benefit reserves to the Company based on estimates of the portion of its total reserves that relate to the Company’s operations. Accounts payable and accrued expenses includes allocations from Cargill, Inc. for worker’s compensation and other casualty claims, health and dental claims, and certain other self-insured risks totaling $5,734,000 and $6,773,000 as of May 31, 2003 and 2002, respectively. Other deferred liabilities (within long-term liabilities) includes allocations from Cargill, Inc. for postretirement health care reserves of $11,161,000 and $12,089,000 as of May 31, 2003 and 2002, respectively. Prepaid expenses include an allocation from Cargill, Inc. of a prepaid pension asset of $17,190,000 and $6,460,000 as of May 31, 2003 and 2002, respectively.

The due to/due from Cargill, Inc. and affiliates bears interest at variable rates. The long-term weighted average interest rate charged on the balances was 6.8 % and 7.1% at May 31, 2003 and 2002, respectively. The

long-term amounts due to Cargill are not subject to specific payment terms and will not be due within 12 months subsequent to May 31, 2003. The short-term weighted average interest rate charged to the balances was 1.4% and 1.8% at May 31, 2003 and 2002, respectively. Interest paid during the years ended May 31, 2003, 2002 and 2001 on the amount due to Cargill, Inc. and affiliates was $26,062,000, $28,241,000 and $38,277,000, respectively.

Sales to Cargill, Inc. and its affiliates totaled $84,890,000, $117,788,000 and $147,482,000 in 2003, 2002, and 2001, respectively. Sales to Cargill, Inc. are at prevailing market prices. Purchases from Cargill, Inc. and affiliates during the years ended May 31, 2003, 2002, and 2001 totaled $18,594,000, $20,188,000, and $14,597,000, respectively.

The Company’s acquisitions during the years ended May 31, 2003, and 2001 were a phosphate production facility in Florida (phosphate acquisition) and a fertilizer company in Brazil, respectively. The operating results of the businesses acquired are included in the consolidated statements of operations from the date of the acquisitions which were November 6, 2002 and October 3, 2000, respectively. A summary of the fair values of assets acquired and liabilities assumed at the date of acquisition is as follows:

The unaudited pro forma results of operations for the years ended May 31, 2003 and 2002 would have reflected net sales of $1,695,545,000 and $1,645,968,000, respectively and net earnings of $43,273,000 and $38,202,000, respectively for the Company assuming the phosphate acquisition had occurred on June 1, 2002 and 2001, respectively. The unaudited pro forma results of operations are for informational purposes only and do not purport to represent what the Company’s results of operations would have been if the acquisition had actually occurred on those dates.

During 2003, the Company disposed of its investment in Lifosa, a Lithuanian phosphate production company. The total gain on the sale was $1,493,000 and is recorded in gain/loss on sale of assets in the consolidated statement of operations. A tax benefit of $4,494,000 was recorded on the disposal.

In 2001, the Company determined that its investment in Lifosa was impaired and recorded an impairment charge of $14,066,000. The impairment was related to an other-than-temporary decline in the carrying value resulting from Lifosa’s inability to satisfy obligations and operating cash requirements.

The Company sold its crop nutrition business in Colombia during the year ended May 31, 2003. Earnings on the business are reported as discontinued operations in the consolidated statement of operations. The gain on the sale of the business was $545,000, net of tax expense of $423,000. The loss on operations was $25,000, net of tax benefit of $20,000.

The Company is required to comply with various environmental laws and regulations incidental to its normal business operations. The Company has reserved for future costs of remediation of identified issues. Additional costs for losses, which may be identified in the future, cannot be presently determined; however, management does not believe any such issues would materially affect the consolidated financial position or results of operations of the Company. The Company has a non-current liability of $67,017,000 and $54,689,000 at May 31, 2003, and 2002, respectively, for reclamation activities and phosphogypsum stack closure in its Florida phosphate operations.

Site restoration and reclamation costs of $46,169,000 and $41,716,000 have been accrued as of May 31, 2003 and 2002 for various sites. These amounts represent the Company’s current estimate of potential restoration and reclamation costs and are generally incurred over an extended period of time.

In Florida, regulations require companies to “cap” the gypsum stacks in order to reduce seepage into the groundwater when such stacks reach their design capacity. In addition to capping, regulations require post-closure monitoring of the stacks for an extended period. At May 31, 2003 and 2002, an amount of $20,848,000 and $12,973,000, respectively, was included in deferred asset retirement obligations for gypsum stack capping and post-closure monitoring.

The Company is contingently liable for guaranteed obligations of certain Brazilian customers totaling $33,300,000 and $24,500,000 as of May 31, 2003 and 2002, respectively.

Company’s hazardous waste handling practices. Typically, these types of actions can result in a required modification of the Cargill Fertilizer Businesses’ waste handling procedures, the imposition of monetary penalties, or both. At this time, because no official action has been taken by USEPA, the Cargill Fertilizer Businesses are unable to estimate either the outcome or their potential liability with respect to this matter.

On January 30, 2004, a lawsuit was filed in the Court of Chancery for New Castle County in Wilmington, Delaware by a common stockholder of IMC on behalf of a purported class of all stockholders of IMC. Named as defendants in the complaint are IMC, all members of IMC’s board of directors and Cargill. The plaintiff alleges, among other things, that the individual defendants breached their fiduciary duties of care and loyalty to IMC’s common stockholders by, among other things, failing to conduct an auction or otherwise checking the market value of IMC before voting to approve the merger and contribution agreement, and that the merger consideration to be received by the IMC common stockholders is inadequate because, among other things, it is less than the “intrinsic value” of the IMC common stock and it does not offer a premium to the IMC common stockholders. The lawsuit seeks, among other things, to enjoin or rescind the transactions or, alternatively, to recover unspecified damages and costs. The defendants have secured an extension of the time to answer or otherwise plead to the complaint.

In addition to those described in (c) above, certain claims and lawsuits have been filed in the ordinary course of business. It is management’s opinion that settlement of all litigation would not require payment of an amount, which would be material to the consolidated financial position or results of operations of the Company.

The activity in the allowance for doubtful accounts is as follows (in thousands):

The Company has four reportable business segments described in Footnote 1 that are engaged in phosphate production and the blending and global distribution of fertilizer products. These business segments are differentiated by their products and the customers that they serve. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. Inter-segment net sales are made under terms that approximate market value.

Financial information relating to the Company’s operations by geographic area was as follows:

Components of accumulated other comprehensive income/(loss) consist of the following:

The 2003 unrealized gain (loss) on cash flow hedges is net of income tax amount of $183,000.

On January 27, 2004, Cargill announced the signing of a definitive agreement to combine its Cargill Fertilizer Businesses with IMC Global Inc. (IMC) to create a new, publicly traded company. Under the terms of the agreement, Cargill will own 66.5% of the new company and IMC Global shareholders will own the remaining 33.5%. Closing of this transaction is subject to IMC shareholder and regulatory approval.

On March 22, 2004, the Company completed its acquisition of Wingate Creek Mine from Nu-Gulf-Wingate Holdings, LLC, an affiliate of Crédit Agricole Indosuez for approximately $25 million. Located in Florida’s Manatee County, the 7,500-acre Wingate Creek Mine contains deposits of phosphate rock.

The accompanying notes are an integral part of the consolidated financial statements.

The unaudited consolidated financial statements reflect, in the opinion of the management of the Cargill Fertilizer Businesses all normal recurring adjustments necessary for a fair statement of the financial position and results of operations and cash flows for the interim periods. The statements are condensed and, therefore, do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. For further information, refer to the audited consolidated financial statements and footnotes for the year ended May 31, 2003. The results of operations and cash flows for interim periods are not necessarily indicative of results for a full year.

Cargill Phosphate Production operates mines and processing plants in Florida, which produce phosphate fertilizer and feed phosphate.

Cargill Fertilizantes, SA, is a leading producer and distributor of bulk and bag blended fertilizers in Brazil. It has blending plants that produce blended fertilizer and feed phosphate, a plant that granulates single super phosphate, and a port terminal. It also is a minority owner of Fertifos/Fosfertil, which operates phosphate and nitrogen chemical plants in Brazil.

The accompanying consolidated financial statements include the accounts of the Cargill Fertilizer Business Units. Investments in companies where the Company does not have control, but has the ability to exercise

significant influence (generally 20-50% ownership), are accounted for by the equity method. Other investments where the Company is unable to exercise significant influence over operating and financial decisions are accounted for at cost.

Revenue is recognized upon the transfer of title to the customer, which is generally at the time the product is shipped. For certain export shipments, transfer of title occurs outside the United States. Shipping and handling costs are included as a component of cost of sales.

Cash equivalents consist of short-term, highly liquid investments with original maturities of 90 days or less.

Short-term investments include highly liquid investments with original maturities greater than 90 days, but less than one year.

In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS No. 143, Accounting for Asset Retirement Obligations. SFAS 143 requires legal obligations associated with the retirement of long-lived assets to be recognized at their fair value at the time that the obligations are incurred. The Company adopted SFAS No. 143 on June 1, 2003 and it did not have a material effect on the consolidated financial statements.

In January 2003, the FASB issued interpretation (FIN) No. 46 (revised December 2003), Consolidation of Variable Interest Entities, an interpretation of Accounting Research Bulletin No. 51, which is effective for the Company June 1, 2005. FIN No. 46 defines Variable Interest Entities (VIEs) and provides guidance on when VIEs should be consolidated. The Company does not expect that the adoption of FIN No. 46 will have a material effect on the Company.

On January 30, 2004, a lawsuit was filed by a plaintiff on behalf of a purported class of all common stockholders of IMC. Named as defendants in the complaint are IMC and Cargill. The plaintiff alleges, among other things, that the individual defendants breached their fiduciary duties of care by failing to conduct an auction or otherwise checking the market value of IMC before voting to approve the merger. The lawsuit seeks, among other things, to enjoin or rescind the merger or, alternatively, to recover unspecified damages and costs.

On February 24, 2004, a second lawsuit, similar to the lawsuit described above, was filed in the Court of Chancery for New Castle County in Wilmington, Delaware, on March 17, 2004. The Court of Chancery consolidated these two lawsuits and named the complaint in the lawsuit described in the previous paragraph as the operative complaint for the consolidated lawsuit.

1. We have audited the accompanying consolidated balance sheets of Fertifos Administração e Participação S.A. (the “Company”) and Subsidiaries as of December 31, 2002 and 2001, and the related consolidated statements of income, comprehensive income (loss), changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2002, all expressed in United States dollars. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

2. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

3. The accompanying financial statements have been translated from Brazilian reais into United States dollars in accordance with the standards set forth in Statement of Financial Accounting Standards No. 52, for the purpose of the equity method of accounting by the Company’s investors.

4. In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of Fertifos Administração e Participação S.A. and Subsidiaries as of December 31, 2002 and 2001, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America.

5. As mentioned in Note 3 to the accompanying consolidated financial statements, the Company changed its accounting method for scheduled maintenance costs.

Description of Business—Fertifos Administração e Participação S.A. (“Fertifos” or the “Company”), a privately held company, was formed in 1992 to participate in the Brazilian government auction and privatization of its controlling interest in its phosphate mining resources in Brazil. Fertifos was successful in the privatization, acquiring a controlling interest in Fertilizantes Fosfatados S.A. Fosfertil (“Fosfertil”) and its subsidiary Ultrafertil S.A. (“Ultrafertil”).

Fertifos and subsidiaries are engaged principally in the production of mineral nutrients, including phosphate, which are used in the production of fertilizers, as well as the manufacture and sale of fertilizers with nitrogen and chemical products and the operation of its own multiuse port terminal. Fertifos’ operations are located in Brazil.

Basis of Presentation—The accompanying consolidated financial statements include the assets, liabilities, revenues and expenses of Fertilizantes Fosfatados S.A. Fosfertil, Ultrafertil S.A. and UF Distribuidora de Combustíveis Ltda., majority-owned subsidiaries. Intercompany transactions and balances are eliminated in consolidation.

Use of Estimates—The preparation of consolidated financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. In the preparation of these consolidated financial statements, estimates and assumptions have been made by management concerning the selection of useful lives of property, plant and equipment, provisions necessary for trade accounts receivable and contingent liabilities, income tax valuation allowances, pension plans and other similar evaluations. Actual results may vary from those estimates.

Translation of Foreign Currency Financial Statements—The functional currency of Fertifos is the Brazilian real and, as such, amounts included in the statements of income are translated at rates which approximate actual exchange rates at the date of the transaction. Assets and liabilities are translated at exchange rates in effect as of the date of the balance sheet. The resulting translation adjustments are recorded as a component of accumulated other comprehensive loss, a separate component of stockholders’ equity.

Foreign Currency Transactions—Transactions denominated in currencies other than the functional currency are recorded based on exchange rates at the time such transactions arise. Subsequent changes in exchange rates result in transactions gains and losses that are reflected in the consolidated statement of income as foreign exchange.

Cash and Cash Equivalents—Cash and cash equivalents include time deposits and readily marketable securities with original maturity dates of three months or less.

Marketable Securities—Investments in marketable securities denominated in United States dollars are classified as trading and are reported at fair value based on quoted market prices with unrealized gains and losses included in nonoperating income. The Company recorded unrealized holding gains of $89, $28 and $109 for the years ended December 31, 2002, 2001 and 2000, respectively, on its portfolio of trading securities.

Trade Accounts Receivable—Accounts receivable are stated at estimated realizable values. Allowances are recorded in an amount considered by management to be sufficient to absorb probable future losses related to uncollectible accounts. The allowance for doubtful accounts was $2,301 and $3,500 at December 31, 2002 and 2001, respectively.

Derivatives—Fertifos enters into various derivative financial instruments to limit exposure to changes in foreign currency fluctuations and interest rates. The Company does not enter into derivative financial instruments for speculative purposes. Effective January 1, 2001, Fertifos adopted Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standard (“SFAS”) No. 133 and 138, “Accounting for Derivative Instruments and Hedging Activities”. SFAS No. 133 and No. 138 established accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts and hedging activities. The adoption of SFAS No. 133 did not have a material effect on the Company.

The Company’s derivative instruments are recorded at fair value in the balance sheet based on quoted market prices or based on the present value of discounted cash flows. The Company’s derivative financial instruments have not been designated as accounting hedges under SFAS No. 133 and, as such, changes in the fair value are recognized currently in operations as a part of foreign exchange in the statements of income.

Inventories—Inventories are stated at the lower of weighted average cost or market. The Company’s inventory of operating supplies is recorded in noncurrent assets.

Recoverable Taxes—Recoverable taxes include income and social contribution taxes receivable, as well as value-added taxes paid on the acquisition of raw materials and other services which can be offset against future-like taxes due on sales.

Maintenance Programs—Prior to January 1, 2002 expenses for scheduled plant maintenance and related shutdowns were deferred and amortized using the straight-line method over the estimated period of benefit, generally to the date of next scheduled shutdown. Effective January 1, 2002, all related scheduled plant maintenance expenses are recorded as incurred (see Note 3).

Property, Plant and Equipment—Property, plant and equipment, including intangible mining rights, are stated at cost less accumulated depreciation and amortization. Major renewals and improvements that extend the useful lives of the assets are capitalized, while routine maintenance and repairs are expensed as incurred. Depreciation and amortization is computed on the straight-line method based on the estimated useful lives of assets. Useful lives for property, plant and equipment are as follows:

Fertifos capitalizes interest on borrowings during the construction period of major capital projects. The capitalized interest is recorded as part of the asset to which it relates and is amortized over the asset’s estimated useful life (see Note 7).

Recoverability of Long-lived Assets—Effective January 1, 2002, the Company adopted SFAS No. 144, “Accounting for the Impairment or Disposal of Long-lived Assets”. Long-lived assets deemed held for sale are stated at the lower of cost or fair value. Long-lived assets held for use are subject to an impairment assessment if the carrying value is no longer deemed recoverable based upon an analysis of undiscounted future cash flows of the asset. The amount of the impairment, if any, is the difference between the carrying amount and the fair value of the asset. The adoption of this statement in 2002 did not have a material effect on the Company’s financial position or results of operations.

Income Taxes—The Company provides for income taxes using the assets and liability method under which deferred income taxes are recognized for the estimated future tax effects attributable to temporary differences and carryforwards that result from events that have been recognized either in the financial statements or the income tax returns, but not both. The measurement of current and deferred income tax liabilities and assets is based on provisions of enacted tax laws. A valuation allowance is recognized if, based on the weight of available evidence, it is more likely than not that some portion of the deferred tax assets will not be realized.

Revenue Recognition—Sales of mineral products are recognized when revenue is realized or realizable, and has been earned. Revenue is recognized when risk and title to the product transfer to the customer, which generally occurs at the time the shipment is made. Gross sales are reduced by discounts related to promotional programs and sales taxes to arrive at net sales.

Environmental, Site and Restoration Costs—Expenditures related to ongoing compliance with environmental regulations are charged against earnings as incurred. These ongoing programs are designed to minimize the environmental impact of the Company’s activities. With respect to mining reserves, which have extensive remaining estimated lives, liabilities for final site reclamation and restoration costs will be recorded when the respective reclamation and restoration strategies can be reasonably determined and the related costs reasonably estimated. At December 31, 2001 and 2000, the Company did not have any restoration provisions recorded.

In June 2001, FASB issued SFAS No. 143, “Accounting for Asset Retirement Obligations”, which was effective as of January 1, 2003. This standard addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated retirement costs, including asset retirement obligations with respect to the Company’s mining reserves. The standard requires that all asset retirement obligations be recorded at their present value when incurred, with a corresponding amount capitalized as part of property, plant and equipment. The related asset retirement obligations will be accreted to the estimated future values to the date that such obligations will be paid, while the asset will subsequently be depreciated over the remaining estimated useful life.

The Company adopted this statement effective January 1, 2003, which resulted in the Company recording an asset retirement obligation related to the eventual closure of its mines and related site reclamation and restoration costs. The effect of the adoption was the following:

Comprehensive Income (Loss)—The components of comprehensive income include gains and losses on foreign currency translation adjustments, which are reported net of tax.

New Accounting Pronouncements—In September 2000, the Emerging Issues Task Force reached a consensus on Issue No. 00-10 (EITF 00-10), Accounting for Shipping and Handling Fees and Costs. This issue provides guidance regarding how shipping and handling costs incurred by the seller and billed to a customer should be treated EITF 00-10 concludes that all amounts billed to a customer in a sales transaction related to shipping and handling should be classified as revenue, and the costs incurred by the seller for shipping and handling should be classified as cost of goods sold. The Company had historically recorded certain shipping and handling costs as a reduction of gross sales in accordance with common industry practice at that time. To comply with the EITF consensus, the Company has reclassified shipping and handling costs to costs of goods sold for all periods presented. There was no effect on the Company’s consolidated balance sheets, net income or cash flows.

In July 2002, FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities”. This standard requires costs associated with exit or disposal activities to be recognized when they are incurred. The requirements of SFAS No. 146 apply prospectively to activities that are initiated after December 31, 2002, and, as such, the Company cannot reasonably estimate the impact of adopting these new rules until and unless it undertakes relevant activities in future periods.

Reclassifications—Certain reclassifications have been made to conform the December 31, 2001 and 2000 financial statements to the current presentation, for comparative purposes.

On February 15, 2001, Fertifos acquired 3,602,223,939 shares of common stock of Fosfertil (approximately 3.328%) from an existing minority interest for a total purchase price of $21,294. Fertifos paid $21,294 immediately upon consummation of the transaction and simultaneously entered into a $21,294 note payable due in eight installments through January 2004, with interest at 6%, monetarily adjusted by IGP-M, swapped to dollars. The acquisition generated approximately $13,832 in goodwill, which was allocated primarily to mining intangibles and is being amortized straight line over 50 years based on the estimated time to deplete the mining reserves.

On August 7, 2001, Fertifos acquired an additional 0.557% of the outstanding common stock of Fosfertil over the counter for approximately $3,100. The acquisition generated approximately $2,087 in goodwill, which was allocated primarily to mining intangibles and is being amortized straight line over 50 years based on the estimated time to deplete the mining reserves.

In November 2001, Fosfertil’s Board of Directors authorized the 2001 Preferred Stock Repurchase Plan, which provided for the reacquisition of up to 3,000,000 shares of Fosfertil’s preferred stock. During December 2001, 994,700 shares of preferred stock (approximately 0.0048%) were repurchased at a total cost of $2,338. The acquisition generated approximately $176 in goodwill, which was primarily allocated to mining intangibles and is being amortized straight line over 50 years based on the estimated time to deplete the mining reserves.

On April 19, 2002, the cancellation of 1,495,800 lots of one thousand preferred shares of Fosfertil, without capital reduction, was approved.

In July 2002, Fosfertil’s Board of Directors authorized the acquisition of up to 400,000 lots of one thousand common stock and up to 3,000,000 lots of one thousand preferred stock, all without par value, for cancellation or to be held in treasury for subsequent sale, this acquisition not implying a capital reduction. As of December 31, 2002, Fosfertil had 137,900 lots of one thousand shares held in treasury.

Prior to January 1, 2002 expenses for scheduled plant maintenance and related shutdowns were deferred and amortized using the straight-line method over the estimated period of benefit, generally to the date of next

scheduled shutdown. Effective January 1, 2002, all related scheduled plant maintenance expenses are recorded as incurred. The Company believes that the new method better reflects the nature of the expense, that is in line with guidance provided by the Emerging Issues Task Force Topic D-88, “Planned Major Maintenance Expense,” and industry practice. The pro forma effects on net income showing retroactive application of the new method is as follows:

The amount refers to the 4.7% investment held by Ultrafertil S.A. in MRS Logística S.A., which was transferred to current assets in 2001 and sold at the beginning of 2002. The Company realized proceeds from the sale of $9,592 and recognized a gain on sale of $4,573.

Fertifos capitalized interest on construction in progress in the amounts of $2,200, $7,181 and $4,822 for the years ended December 31, 2002, 2001 and 2002, respectively. Depreciation expense was $25,748, $31,984 and $34,365 for the years ended December 31, 2002, 2001 and 2000, respectively. Amortization expense amounted to $232 and $217 for the years ended December 31, 2002 and 2001, respectively.

Reconciliation of the income tax expense at the Brazilian statutory rate to the effective rate is as follows:

Brazilian corporations are permitted to determine a tax-deductible notional interest expense associated with stockholders’ equity, which could either be paid in cash, in the form of a dividend, or used to increase capital stock in the statutory records. The amount of any such notional interest expense is generally determined by the product of the Brazilian corporate law stockholders’ equity at the beginning of the year less revaluation reserve multiplied by the Brazilian long-term interest rate (TJLP), which is the official rate for government long-term loans, limited to the higher of 50% of net income or 50% of retained earnings at the beginning of the year. For financial reporting purposes, interest attributed to stockholders is reflected as a dividend and charged to retained earnings.

Fertifos’s short-term debt, predominately held with commercial banks, is generally used to fund working capital requirements. The weighted average interest rate on short-term debt outstanding as of December 31, 2002 was 5.3%. The short-term debt is denominated in United States dollars.

As of December 31, 2002, certain land, property, plant and equipment having a net carrying value of approximately $86,700 have been mortgaged or otherwise encumbered against long-term debt of $63,510.

The International Finance Corporation—IFC financing contains covenants, which include restrictions as to the payments of dividends, as well as limits on capital expenditures and debt levels, among others. The Company was in compliance with all such covenants at December 31, 2002. Furthermore, these covenants have not restricted the Company’s ability to conduct its normal business or incur additional debt to fund its working capital or capital expenditures needs.

Risk Management—Fertifos, as a result of its operating and financing activities, is exposed to changes in Brazilian interest rates and foreign currency exchange rates, which may affect its results of operations and financial position. Fertifos uses derivative financial instruments for the purpose of minimizing the risks and/or costs associated with fluctuations in foreign exchange rates. While these hedging instruments are subject to fluctuations in value, such fluctuations are generally offset by the value of the underlying exposures being hedged. The counterparties to these contractual arrangements are a small group of major financial institutions with which Fertifos also has other financial relationships. As such, credit risk arising from these contracts is not significant and Fertifos does not anticipate any significant losses. The net cash requirements arising from risk management activities are not expected to be material. Fertifos is not a party to leveraged derivatives.

Foreign Currency Risk Management—Fertifos enters into foreign currency exchange swap and forward contracts to hedge foreign currency exposures. Generally, the Company hedges only the net exposure of assets and liabilities denominated in the same currency. The related derivative contracts are not designated as accounting hedges under SFAS No. 133. The fair value gains or losses from these foreign currency derivatives are recognized directly in earnings, and generally offset foreign exchange gains or losses on the related assets and liabilities being hedged. Maturities of these instruments generally are between three and six months.

As of December 31, 2002 and 2001, Fertifos had cross-currency swaps outstanding with notional principal amounts of $35,000 and $25,000 and mark-to-market losses of $5 and $1,830, respectively, which were recognized in foreign exchange in the statements of income and offset the gains and losses from the assets and liabilities being hedged.

As of December 31, 2002 and 2001, Fertifos had forward contracts outstanding with notional principal amounts of $42,004 and $25,990 and mark-to-market losses of $333 and $4,338, respectively, which were recognized in foreign exchange in the statements of income and offset the gains and losses from the assets and liabilities being hedged.

As of December 31, 2002 and 2001, Fertifos had foreign exchange interbank certificates of deposits (“CDI”) to dollar swaps outstanding with notional principal amounts of $14,212 and $18,634, respectively, and mark-to-market losses of $71 and $2,373, respectively, which were recognized in foreign exchange in the statements of income and offset the gains and losses from the assets and liabilities being hedged.

Fair Value of Financial Instruments—The carrying amount of cash and cash equivalents approximates the fair value because of the short maturity of those instruments. The fair value of marketable securities was determined based on similar instruments currently available to Fertifos. The carrying value of short-term debt approximates fair value because of the short maturity of those instruments. The carrying value of long-term debt approximates fair value and was calculated based on interest rates currently available to Fertifos for similar borrowings.

Capital Structure—Fertifos has 19,129,409,453 (19,144,363,453 in 2001) of authorized and outstanding common stock. At the Extraordinary General Meeting held on April 29, 2002, the stockholders approved an increase of the Company’s capital stock in the amount of $1,081 through a reduction of retained earnings. This is an act permitted by the Brazilian corporate law. During 2002, 14,954,000 lots of one thousand shares of common stock were repurchased at a total cost of $167 and cancelled without capital reduction.

Legal Reserves—As per paragraph 1 of article 193 of Law No. 6,404/76, 5% of statutory net income is attributed to a legal reserve of up to 20% of total statutory paid-in capital.

Dividends—Dividends are payable in Brazilian reais based on retained earnings determined for Brazilian statutory purposes. Dividends may be converted to United States dollars and remitted to stockholders abroad provided that the nonresident stockholder’s capital is registered with the Brazilian Central Bank.

A Fertifos subsidiary, Ultrafertil S.A. (“Ultrafertil”) participates in a multiemployer defined benefit pension plan and other postretirement benefit plans administered by the Fundação Petrobras de Seguridade Social (“Petros”).

Petros has 1,831 participants from Ultrafertil. Ultrafertil contributed and charged to expense $879 and $1,077 for the years ended December 31, 2001 and 2000, respectively, related to pension fund contributions. As a member of the multiemployer plans, Ultrafertil’s contributions are not segregated in separate accounts or restricted to provide benefits only to employees of Ultrafertil.

In April 2001, Fosfertil, together with Petros, commenced the process of separating the multiemployer plan assets into seven individual, respective single-employer plans for Ultrafertil and the other participants. As management intended to withdraw from the plan and it was likely that the Company would incur its proportionate share of the pension and other post-retirement obligations related to Ultrafertil, at December 31, 2001 the Company recorded their estimated withdrawal obligation to the plan for the unfunded benefit obligation based on an actuarial estimate. The Company recorded additional pre-tax pension expense of $12,821, with approximately $4,359 recorded as a deferred tax asset.

The separation process was completed on August 29, 2002. Beginning January 1, 2002, the Company began accounting for the related pension and other post-retirement benefits in accordance with SFAS No.87, “Employers Accounting for Pensions” and is presenting the required disclosures of SFAS No. 132, “Employers Disclosures about Pensions and Other Post-retirement Benefits.”

The following table shows information related to the Company defined benefit pension and post-retirement benefit plans for the year ended December 31, 2002:

The following summarizes the components of the net periodic benefit cost recognized in the statements of income:

In October 2001, the Company and Ultrafertil implemented a defined contribution plan for employees not covered under the multiemployer defined benefit pension plan and other post-retirement benefit plans administered by Petros. In 2002 and 2001, the expenses related to Bradesco Previdência e Seguros S.A. were $327 and $109, respectively. The participants’ contribution is based on their compensation at the rate of 2.7% for Fosfertil, and 2% for Ultrafertil.

Fertifos provides phosphate and nitrogenous materials principally to the fertilizer industry in Brazil. Many of Fertifos’ shareholders are engaged in this industry and buy a majority of Fertifos’ production. The Company recorded net sales of $243,381, $247,554 and $267,748 for the years ended December 31, 2002, 2001 and 2000, respectively, to its shareholders. Sales to two related parties accounted for approximately 43%, 41% and 30% of net sales for the years ended December 31, 2002, 2001 and 2000, respectively. Accounts receivable from shareholders were $1,306 and $661 at December 31, 2002 and 2001, respectively. Other current liabilities to shareholders were $3,410 and $8,722 at December 31, 2002 and 2001, respectively.

Fertifos is party to a number of claims and lawsuits arising out of the normal course of business with respect to commercial matters, including various tax and labor claims. After taking into account liabilities recorded for all of the foregoing matters, management believes that the ultimate resolution of such matters will not have a material adverse effect on Fertifos’ financial condition, results of operations or liquidity. Accruals for claims and lawsuits of $26,546 and $27,139 at December 31, 2002 and 2001, respectively, have been recorded representing management’s estimate of the probable losses on the above-mentioned claims and lawsuits. The Company recorded $7,466, $4,404 and $5,983 of expense for contingencies during the years ended December 31, 2002, 2001 and 2000, respectively.

During 2003, the company declared dividends in the amount of $10,500, of which $7,200 were paid in the form of interest on capital.

On February 27, 2004, Fosfertil entered into an export prepayment financing arrangement with a bank in the amount of $15,000. This debt bears interest at 5.65% and is repayable in three annual principal commencing on February 16, 2007.

On March 25, 2004, Fosfertil entered into a pre-export financing arrangement with a bank in the amount of $30,000. This debt bears interest at 5.65% with maturity at January 30, 2009.

The Saskferco Products Inc. audited financial statements as of May 31,2003 and May 31, 2002 and for each of the years in the three-year period ended May 31, 2003 that follow are presented in Canadian dollars and are in compliance with Canadian generally accepted accounting principles. It is management’s belief that the net income (loss) as presented in the financial statements would be materially the same applying generally accepted accounting principles in the United States.

We have audited the balance sheet of Saskferco Products Inc. as at May 31, 2003 and 2002 and the statements of operations and retained earnings and cash flows for the three year period ended May 31, 2003. These financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with Canadian generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the company as at May 31, 2003 and 2002 and the results of its operations and its cash flows for each of the years in the three year period ended May 31, 2003 in accordance with Canadian generally accepted accounting principles.

Saskferco Products Inc. (“Saskferco” or “the company”) was incorporated under The Business Corporations Act (Saskatchewan) on July 14, 1988. Saskferco commenced commercial nitrogen fertilizer production on October 14, 1992.

These financial statements have been prepared in accordance with Canadian generally accepted accounting principles. These financial statements have been prepared by management within reasonable limits of materiality and within the framework of the accounting policies summarized below:

The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. Actual results could differ from those estimations.

The company considers all highly liquid investments with maturities at the date of purchase of three months or less to be short-term investments. Short-term investments are recorded at cost, which approximates their market value.

Bond investments within the Saskferco MTN Fund are carried at amortized cost. The fair value of these publicly traded bonds is determined using quoted market prices.

Stores inventories are recorded at average cost. Periodically stores inventories are reviewed and items identified as obsolete are written down to net realizable value.

Fertilizer inventories are recorded at the lower of cost and market. “Cost” represents the direct costs of fertilizer production and is determined on a moving average basis. “Market” is defined as selling price less any costs to complete the sale.

Natural gas inventories are recorded at the lower of average purchase cost and replacement value.

Catalyst and resin are recorded at cost net of an allowance for consumption that is charged to amortization expense.

Costs incurred during the temporary shutdown of production for periodic scheduled maintenance are included in other assets and charged to amortization expense on a straight-line basis over the period until the next scheduled turnaround.

Property, plant and equipment are recorded at cost, less applicable investment tax credits, and include the cost of renewals and betterments. When assets are sold or replaced, the recorded costs and related accumulated amortization are removed from the accounts, and any gains or losses are included in earnings. Repairs and maintenance are charged against earnings as incurred.

Amortization on buildings, machinery and equipment is calculated on the straight-line method using rates based on the estimated service lives of the respective assets, which range from 3 to 25 years. Amortization is not provided on additions until commencement of commercial operations.

The company follows the liability method of accounting for income taxes. Under this method, future tax assets and liabilities are determined based on differences between the carrying values and tax bases of assets and liabilities, and measured using the substantially enacted tax rates and laws that will be in effect when the differences are expected to reverse.

The company has made contributions of $0.5 million (2002—$0.5 million, 2001—$0.5 million) to a defined contribution employee future benefit plan. These contributions are expensed as incurred.

Revenue from fertilizer sales is recognized when title to the product is transferred to the customer. Funds received in advance of title transfer are classified as deferred revenue.

The company may use derivative financial instruments to reduce its exposure to well-defined financial and commodity price fluctuations. Gains and losses on these contracts, all of which constitute effective hedges, are deferred and recognized as a component of the related transaction.

Monetary assets and liabilities denominated in a foreign currency, other than the U.S. dollar denominated medium term notes, are translated at the rate of exchange in effect at year-end. Revenues and expenses are translated at rates prevailing at each transaction date. Exchange gains and losses are reflected in the Statement of Operations in the current year.

The company has a U.S. dollar revenue stream that has been identified as an effective hedge of the principal amount of the U.S. dollar denominated medium term notes. Consequently, this U.S. long-term debt is translated at the historical exchange rate of $1.1539 as further described in note 6.

Where the company enters into forward foreign exchange contracts to hedge interest payments on the long-term debt, the accrued interest is translated at the average foreign exchange translation rates specified in the forward contracts.

The Saskferco MTN Fund (the Fund) was created pursuant to an agreement to provide for the prepayment or retirement of Saskferco’s outstanding debt guaranteed by the Province of Saskatchewan (the Province) as described in note 6. The Fund is administered by a fund manager and amounts in the Fund can only be invested in securities permitted by agreement.

The Fund is restricted such that no amounts, including net earnings generated by investments in the Fund, may be paid out of the Fund except upon the consent of both Saskferco and the Province; however the Province is obliged to provide its consent in certain prescribed circumstances. Consent was received in April 2003 for Saskferco to draw $20.25 million from the Fund over the next year to finance construction of a urea ammonium nitrate (UAN) plant (note 12). This amount is included in the current portion of investments at May 31, 2003.

The company also classifies a portion of the Fund in the current portion of investments to reflect amounts potentially available to repay the current portion of long-term debt at the year-end exchange rate.

As at May 31, 2003, all bonds in the portfolio will mature within 18 months, and yields range between 2.9% and 4.3%.

The company has available a credit facility which has not been utilized at May 31, 2003 (2002—$5.0 million). Interest rates on this credit facility are based on the prevailing bankers’ acceptance rates plus a spread or at prime rates. Collateral on this credit facility consists of a general assignment of inventory and accounts receivable.

In July 1990, Saskferco borrowed U.S.$231.0 million in medium term notes to finance construction of its nitrogen fertilizer plant. The medium term notes are guaranteed as to principal and interest by the Province. Interest payments on the medium term notes are due semi-annually on June 15 and December 15 of each year.

The repayment of this U.S. dollar liability is being made from U.S. dollar revenue streams generated from fertilizer sales. The cash flow from these sales provides an effective hedge against fluctuations in the U.S./Canadian exchange rate. Saskferco records the U.S. dollar debt at the historical exchange rate of $1.1539, which was the rate in effect when the U.S. dollar revenue stream was identified as a hedge of the U.S. dollar liability. The principal payments on the notes and the U.S. dollar revenue streams from which they are paid are both translated at the historical exchange rate.

The quoted market value of Saskferco’s outstanding medium term notes at May 31, 2003 was U.S.$127.7 million (2002—U.S.$ 145.2 million). The U.S./Canadian exchange rate at May 31, 2003 was $1.3654 (2002—$1.5275).

Saskferco has entered into a Mortgage and Security Agreement whereby Saskferco has given security to the Province on the assets and undertakings of Saskferco in order to secure the Province against certain contingent losses or damages which it may incur if called pursuant to the guarantee of Saskferco’s outstanding guaranteed debt obligations.

Long-term debt principal repayments, including medium term note repayments at the $1.1539 historical exchange rate, are due as follows:

During the year, the company paid dividends of $0.1 million (2002—$0.1 million) on Class C shares. The company also reduced the paid-up capital on its Class C shares by $1.15 million, without reducing the number of Class C shares outstanding.

Interest paid during the year totalled $22.4 million (2002—$25.0 million, 2001—$25.9 million) and taxes paid during the year totalled $5.6 million (2002—$4.2 million, 2001—$3.5 million).

Effective June 1, 2000, the company adopted the new recommendations of The Canadian Institute of Chartered Accountants with respect to accounting for income taxes. Under the new recommendations, the liability method of tax allocation is used whereby future tax assets and liabilities are determined based on differences between the carrying amounts for financial reporting purposes and the tax basis of assets and liabilities, and are measured using the substantially enacted tax rates and laws that will be in effect when the differences are expected to reverse. Prior to the adoption of the new recommendations, income tax expense was determined using the deferral method of tax allocation. Future tax expense was based on items of income and expense that were reported in different years in the financial statements and tax returns and measured at the tax rate in effect in the year the differences originated.

The effect of adopting the liability method of tax allocation was to decrease future tax liabilities and increase opening retained earnings by $3.9 million. Prior year financial statements have not been restated.

Saskferco’s outstanding medium term notes are guaranteed as to principal and interest by the Province. By agreement, Saskferco pays the Province a guarantee fee based on the outstanding medium term notes. The Province’s ownership interest in Saskferco is held by CIC Industrial Interests Inc. (CIC III), which owns 49% of Saskferco’s outstanding voting shares. CIC III is a wholly owned subsidiary of Crown Investments Corporation of Saskatchewan, a Provincial Crown Corporation.

Cargill Limited, a subsidiary of Cargill Incorporated, owns 50% of Saskferco’s outstanding voting shares. Saskferco has entered into an agreement whereby Cargill Incorporated and Cargill Limited act as Saskferco’s exclusive marketing agents. In this capacity, they are responsible and assume full risk for the collection of all trade receivables. In return, the agents are paid sales commissions as specified by the agreement.

All related party transactions occur at exchange amounts that approximate estimated market value equivalents.

Derivative financial instruments are utilized by the company to manage its exposure to well-defined market risks relating to commodity prices and foreign currency exchange rates.

Saskferco has entered into foreign exchange swap agreements that have been designated as hedges of fixed U.S. dollar payment obligations. These agreements relate to specific medium term note interest payments occurring in June 2003.

In the previous year, the company had entered into commodity price swap agreements that were designated as hedges to reduce exposure to margin fluctuations on future product sales.

The fair value of financial instruments included in current assets and liabilities approximates the carrying amount of these instruments due to their short maturity.

The fair value of derivative instruments represents an approximation of amounts that would be received or paid to counterparties to settle these instruments at year-end.

In April 2003, Saskferco’s Board of Directors approved the construction of a $20.25 million UAN plant within the existing infrastructure at the company’s Belle Plaine site. The plant is expected to be substantially complete and at full productive capacity by February 2004. At May 31, 2003, costs of $5.7 million have been incurred on this project.

Certain of the comparative figures have been reclassified to conform with the current year’s presentation.

This AGREEMENT AND PLAN OF MERGER AND CONTRIBUTION (this “Agreement”), dated as of January 26, 2004, is among IMC Global Inc., a Delaware corporation (“IMC”), Global Nutrition Solutions, Inc., a Delaware corporation (“Newco”), GNS Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of Newco (“GNS Acquisition Corp.”), Cargill, Incorporated, a Delaware corporation (“Cargill”), and Cargill Fertilizer, Inc., a Delaware corporation and a direct wholly owned subsidiary of Cargill (“CFI”). IMC, Newco, GNS Acquisition Corp., Cargill and CFI are referred to collectively as the “Constituent Entities.”

WHEREAS, the Board of Directors of each of the Constituent Entities has determined that a consolidation of (i) IMC and (ii) the Cargill Fertilizer Businesses (as defined herein) would be beneficial to the stockholders of each of the Constituent Entities, respectively;

WHEREAS, based upon such determination, each of the Constituent Entities has entered into this Agreement to effectuate the consolidation;

WHEREAS, Newco has been formed to be the entity resulting from the consolidation;

WHEREAS, the consolidation, as more fully described below, will be effected by (1) the merger (the “Merger”) of GNS Acquisition Corp. with and into IMC (with IMC as the surviving corporation (the “Surviving Corporation”)), and (2) the contribution to Newco by Cargill, CFI and/or one or more of Cargill’s other Subsidiaries (such other Subsidiaries, plus Cargill and CFI, are collectively referred to as the “Cargill Contributing Corporations”), of equity interests in certain entities owning all or substantially all of the assets, liabilities and obligations of the Cargill Fertilizer Businesses (as further described herein);

WHEREAS, upon completion of the consolidation (1) IMC will be a direct, wholly owned subsidiary of Newco, and (2) the Cargill Fertilizer Businesses will be owned by one or more subsidiaries of Newco;

WHEREAS, pursuant to the Merger, the then currently outstanding equity securities of IMC will be converted into equity securities of Newco as described herein such that the then current equity security holders of IMC will receive equity securities of Newco which will result in (i) the holders of IMC Common Stock (as defined herein) receiving, in the aggregate, shares of Newco Common Stock (as defined herein) equal to 33.5% of the shares of Newco Common Stock issuable on the Effective Date and (ii) the holders of IMC Preferred Stock (as defined herein) receiving shares of Newco Preferred Stock (as defined herein);

WHEREAS, in connection with the consolidation, Cargill will restructure its fertilizer businesses such that the Cargill Contributing Corporations will own all or substantially all of the assets, liabilities and obligations of the Cargill Fertilizer Businesses through one or more direct or indirect wholly owned subsidiaries (the “Contributed Subsidiaries”), and the equity interests owned by Cargill in the Cargill Fertilizer Joint Ventures (as defined herein) to the extent not owned by a Contributed Subsidiary, prior to the Effective Date;

WHEREAS, upon the terms and subject to the conditions of this Agreement, the Cargill Contributing Corporations will contribute the equity interests of the Contributed Subsidiaries (the “Contribution” and, together with the Merger, sometimes referred to herein as the “Transactions”) to Newco in exchange for shares of Newco Common Stock equal to 66.5% of the shares of Newco Common Stock issuable on the Effective Date after giving effect to the transactions contemplated by Section 9.02 of this Agreement, plus 5,458,955 shares of Newco Class B Common Stock (as defined herein);

WHEREAS, in connection with the transactions contemplated hereby, Newco and Cargill are executing concurrently herewith (i) an Investor Rights Agreement and (ii) a Registration Rights Agreement with respect to the shares of Newco Common Stock to be owned by Cargill (directly and/or indirectly through the Cargill Contributing Corporations) following the Transactions;

WHEREAS, for federal income tax purposes, it is intended that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and that the Merger and the Contribution, when considered together, will qualify as a tax-free transaction under the provisions of Section 351 of the Code;

WHEREAS, the Board of Directors of each of the Constituent Entities has approved and adopted this Agreement and the transactions contemplated hereby;

WHEREAS, the Board of Directors of each of the Constituent Entities has determined that the Transactions are in the best interests of the stockholders of the respective Constituent Entity; and

WHEREAS, each of the Constituent Entities desires to make certain representations, warranties, covenants and agreements in connection with this Agreement.

NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements contained herein, the Constituent Entities agree as follows:

“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such Person.

“Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by Law to close.

“Cargill Balance Sheet” means the consolidated audited balance sheet of the Cargill Fertilizer Businesses as of May 31, 2003, and the notes thereto.

“Cargill Disclosure Schedule” means Cargill’s disclosure schedule delivered to IMC concurrently with the execution of this Agreement.

“Cargill Employee Plan” means any Employee Plan that is maintained, administered, sponsored by or contributed to by Cargill, any of its Subsidiaries or any of their respective ERISA Affiliates with respect to employees of the Cargill Fertilizer Businesses.

“Cargill Fertilizer Businesses” means, collectively, the mining, processing, production, storage, transportation, distribution, marketing and sale of phosphate, phosphate-related products, nitrogen and nitrogen-related products, and the storage, transportation, distribution, marketing and sale of potash and potash-related products, anywhere in the world by Cargill, whether through its Subsidiaries or through a Cargill Fertilizer Joint Venture, as conducted by Cargill, its Subsidiaries or a Cargill Fertilizer Joint Venture on the date of the Closings, as further described in greater detail in Schedule 1.01 delivered to IMC by Cargill concurrently with the execution of this Agreement, but excluding the Cargill Retail Fertilizer Businesses and all other business units not related to the fertilizer businesses owned and operated by Cargill or its Subsidiaries.

“Cargill Fertilizer Joint Venture” means each enterprise jointly owned and operated by Cargill or its Subsidiaries with one or more Third Parties that is part of the Cargill Fertilizer Businesses.

“Cargill International Plan” means any International Plan that is maintained, administered, sponsored by or contributed to by Cargill or any of its Subsidiaries with respect to employees of the Cargill Fertilizer Businesses.

“Cargill Retail Fertilizer Businesses” means fertilizer farm centers and similar retail fertilizer stores and locations owned or operated by Cargill, its Subsidiaries or a jointly owned enterprise anywhere in the world whose primary business is to market and sell fertilizer, seed and/or agricultural chemicals to end users; provided, however, the Cargill Retail Fertilizer Businesses shall not be deemed to include those businesses included in the Cargill Fertilizer Businesses existing as of the Effective Time which sell fertilizer, seed and/or agricultural chemicals to end users in countries outside of North America.

“Control” means the ownership of securities or other ownership interests having by their terms ordinary voting power to elect a majority of the Board of Directors or other persons performing similar functions. “Controlling” and “Controlled” have meanings correlative thereto.

“Employee Plan” means any “employee benefit plan,” as defined in Section 3(3) of ERISA; any employment, severance or similar service agreement, plan, arrangement or policy; any other plan or arrangement providing for compensation, bonuses, profit-sharing, stock option or other equity-related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), medical, dental or vision benefits, disability or sick leave benefits, life insurance, employee assistance program, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension or insurance benefits); or any loan; in each case covering or extended to any current or former director, employee or independent contractor; provided, however, that any International Plan (and any plan or program that would otherwise constitute an International Plan, but for the proviso in the definition of such term) shall not constitute an Employee Plan.

“Environmental Laws” means any Law or governmental restriction or requirement or any binding determination with any Governmental Authority relating to (a) the environment or to pollutants, contaminants or wastes or (b) any chemicals or any toxic, radioactive, ignitable, corrosive, reactive or otherwise regulated hazardous substances, wastes or materials that are released, emitted, leaked or otherwise introduced into the environment.

“Environmental Permits” means, with respect to any Person, all Permits relating to or required by Environmental Laws and affecting, or relating in any way to, the business of such Person or any of such Person’s Subsidiaries, as currently conducted.

“ERISA Affiliate” of any entity means any other entity that, together with such entity, would be treated as a single employer under Section 414 of the Code.

“GAAP” means generally accepted accounting principles as applied in the United States.

“Governmental Authority” means any federal, state, provincial, local or foreign government, court of competent jurisdiction, administrative, regulatory or other governmental agency, or commission, self-regulatory organization or other governmental authority.

“IMC 10-K” means IMC’s annual report on Form 10-K for the fiscal year ended December 31, 2002, as filed with the SEC on March 19, 2003.

“IMC Balance Sheet” means the audited consolidated balance sheet of IMC as of December 31, 2002, and the notes thereto, set forth in the IMC 10-K.

“IMC Chemicals Business Unit” means the IMC Chemicals business unit as such term is used in IMC’s consolidated financial statements for the year ended December 31, 2002.

“IMC Common Stock” means the common stock, par value $1.00 per share, of IMC. As used in Article III of this Agreement, “IMC Common Stock” shall include the IMC Right associated with each share of IMC Common Stock.

“IMC Credit Agreements” means, collectively, (a) the Credit Agreement dated as of May 17, 2001, as amended and restated as of February 21, 2003, by and among IMC and certain of its domestic Subsidiaries, as borrowers, JP Morgan Chase Bank, as administrative agent and collateral agent, Goldman Sachs Credit Partners L.P., as syndication agent, and the Lenders party thereto from time to time, and (b) the Loan and Security Agreement, dated as of May 8, 2003, among IMC USA Inc. LLC, as borrower, the Lenders party thereto, and Foothill Capital Corporation, as arranger and administrative agent, in each case as may be hereafter amended, restated or supplemented from time to time, and any successor or replacement agreement or agreements with the same or any other agents, creditor, lender or group of creditors or lenders.

“IMC Disclosure Schedule” means the IMC disclosure schedule delivered to Cargill concurrently with the execution of this Agreement.

“IMC Employee Plan” means any Employee Plan that is maintained, administered, sponsored by or contributed to by IMC, any of its Subsidiaries or any of their respective ERISA Affiliates or with respect to which IMC or any of its Subsidiaries has any liability.

“IMC Indentures” means, collectively, (a) the Indenture, dated as of August 1, 2003, among IMC, the Guarantors named therein and BNY Midwest Trust Company, as trustee, (b) the Indentures, each dated as of May 17, 2001, among IMC, the Guarantors named therein and the Bank of New York, as trustee, (c) the Indenture, dated as of August 1, 1998, between IMC and The Bank of New York, as trustee, (d) the Indenture, dated as of July 17, 1997, between IMC and The Bank of New York, as trustee, (e) the Indenture, dated as of December 1, 1991, between IMC and The Bank of New York, as trustee, (f) the Indenture, dated as of February 1, 1996, between PLP and Chemical Bank, as trustee, and (g) the Subordinated Indenture, dated as of October 26, 1990, between PLP and Chemical Bank, as trustee, in each case as amended, restated or supplemented.

“IMC International Plan” means any International Plan that is maintained, administered, sponsored by or contributed to by IMC or any of its Subsidiaries or with respect to which IMC or any of its Subsidiaries has any liability.

“IMC Preferred Stock” means the 7.50% Mandatory Convertible Preferred Stock, par value $1.00 per share, of IMC.

“IMC Salt Business Unit” means IMC’s ownership of less than 5% of the outstanding capital stock of Compass Minerals International, Inc., a Delaware corporation.

“IMC Stock” means the IMC Common Stock together with the IMC Preferred Stock.

“International Plan” means, whether or not statutorily required, any employment, severance or similar service agreement, plan, arrangement or policy; any other plan or arrangement providing for compensation, bonuses, profit-sharing, stock option or other equity-related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), medical, dental or vision benefits, disability or sick leave benefits, life insurance, employee assistance program, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension or insurance benefits); or any loan; in each case covering or extended to any current or former director, employee or independent contractor, where such individuals are located exclusively outside of the United States; provided, however, that a plan or program sponsored or operated by a Governmental Authority (including any provincial health plan in Canada) shall not constitute an International Plan.

“Investor Rights Agreement” means that certain investor rights agreement to be entered into between Cargill and Newco concurrently with the execution of this Agreement, a copy of which is attached hereto as Exhibit A.

“knowledge” means (a) with respect to IMC, the actual knowledge of the individuals named on Section 1.01 of the IMC Disclosure Schedule, after reasonable inquiry, and (b) with respect to Cargill, the actual knowledge of the individuals named on Section 1.01 of the Cargill Disclosure Schedule, after reasonable inquiry.

“Laws” means all federal, state, provincial, local or foreign statutes, laws (including common law), ordinances, rules, regulations, judgments, orders, injunctions and decrees of any Governmental Authority.

“Lien” means, with respect to any property or asset, (a) any mortgage, deed of trust, lien, pledge, charge, security interest, encumbrance, hypothecation or other adverse claim of any kind in respect of such property or asset and (b) in the case of securities, any purchase option, call or similar right of a Third Party with respect to such securities. For purposes of this Agreement, a Person shall be deemed to own subject to a Lien any property or asset that it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement (or a financing lease having substantially the same economic effect as any of the foregoing) relating to such property or asset.

“Losses” means any and all direct and out-of-pocket losses, costs, obligations, liabilities, settlement payments, awards, judgments, fines, penalties, damages, deficiencies or other charges, expenses or fees, including court costs and reasonable attorneys’ fees and expenses.

“Net Operating Working Capital” means, with respect to the Contributed Subsidiaries as of any particular date of measurement, the aggregate current assets of the Contributed Subsidiaries as of such date minus the aggregate non-interest bearing current liabilities (other than default interest) of the Contributed Subsidiaries as of such date. For purposes of clarity, (i) current assets shall include cash and cash equivalents, short term investments, trade and other receivables net of applicable allowances for doubtful accounts, accounts receivable due from Cargill and its Affiliates, accrued income, product and materials inventories (valued using the weighted average cost method), advances on inventory purchases, and prepaid expenses; and (ii) non-interest bearing current liabilities shall include accounts payable including accounts due to Cargill and its Affiliates, advances from customers and accrued expenses including accrued income taxes.

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

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

“Newco Preferred Stock” means the 7.50% Mandatory Convertible Preferred Stock, par value $0.01 per share, of Newco.

“Newco Stock” means the Newco Common Stock, the Newco Class B Common Stock and the Newco Preferred Stock.

“Permits” means, with respect to any Person, all permits, licenses, franchises, certificates, approvals and other similar authorizations of Governmental Authorities affecting, or relating in any way to, the business of such Person or any such Person’s Subsidiaries, as currently conducted.

“Person” means an individual, corporation, partnership, company, limited liability company, association, estate, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“PLP” means Phosphate Resource Partners Limited Partnership, a Subsidiary of IMC.

“PLP Units” means the outstanding limited partnership interests of PLP, all of which are listed on the NYSE.

“Registration Rights Agreement” means that certain registration rights agreement to be entered into between Cargill and Newco concurrently with the execution of this Agreement, a copy of which is attached hereto as Exhibit B.

“Restructuring Indebtedness” shall mean the indebtedness for borrowed money to be added to one or more of the Contributed Subsidiaries by Cargill or its Affiliates or through external borrowing between the date of this Agreement and the Effective Time in accordance with Section 8.06 hereof.

“Significant Subsidiary” has the meaning specified in Rule 1.02(w) of Regulation S-X under the 1934 Act.

“Subsidiary” means, with respect to any Person, any entity of which securities or other ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at any time directly or indirectly owned or controlled by such Person.

“Third Party” means any Person, as defined in Section 13(d) of the 1934 Act, other than IMC, Cargill or any Affiliate of IMC or Cargill.

(b) Each of the following terms is defined in the Section set forth opposite such term:

(a) Contribution. Upon the terms and subject to the conditions set forth in this Agreement, on the Effective Date and immediately prior to the Effective Time, each of Cargill and CFI shall, and shall cause the other Cargill Contributing Corporations to, contribute all of the outstanding equity interests in the Contributed Subsidiaries and the equity interests owned by the Cargill Contributing Corporations in the Cargill Fertilizer Joint Ventures (to the extent not otherwise owned, directly or indirectly, by the Contributed Subsidiaries) to Newco, free and clear of all Liens on such equity interests (except as disclosed in Section 2.01 of the Cargill Disclosure Schedule). In connection therewith, Cargill and each of the other Cargill Contributing Corporations shall execute all stock or equity transfer documents which counsel for Cargill and IMC determine are reasonably necessary to effect the Contribution (collectively, the “Contribution Documents”). Prior to the Effective Date, Cargill shall deliver to IMC a true and complete list of the name of each Contributed Subsidiary, together with the jurisdiction of formation, the authorized capital and the percentage ownership of each equity holder of each Contributed Subsidiary.

(b) Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, GNS Acquisition Corp. shall be merged with and into IMC in accordance with this Agreement and the separate existence of GNS Acquisition Corp. shall thereupon cease. IMC shall be the Surviving Corporation in the Merger and shall continue to be governed by the laws of the State of Delaware, and the separate existence of IMC with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger except as set forth in Section 2.04. The Merger shall have the effects specified in the DGCL.

2.02 Closings. The closings (the “Closings”) of the Transactions shall take place (a) at the offices of Dorsey & Whitney LLP, 50 South Sixth Street, Minneapolis, Minnesota at 10:00 a.m. on the third Business Day on which the last to be fulfilled or waived of the conditions set forth in Article X (other than those conditions that by their nature are to be satisfied at the Closings, but subject to the fulfillment or waiver of those conditions) shall be satisfied or waived in accordance with this Agreement or (b) at such other place and time and/or on such other date as the Constituent Entities may agree.

2.03 Effective Date. At the Closings, and provided that this Agreement has not been terminated or abandoned pursuant to Article XI hereof, (a) each of IMC and GNS Acquisition Corp. will cause a Certificate of Merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL and (b) Cargill will execute and deliver the Contribution Documents. The Transactions shall become effective on the date on which (i) the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware (the time of such filing (or, if a later effective time is specified therein, such later effective time) being referred to herein as the “Effective Time”) and (ii) all of the Contribution Documents shall have been executed and delivered. Such date is hereinafter referred to as the “Effective Date.”

(a) The certificate of incorporation of IMC as in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable Law; provided, however, that Article I of such certificate shall be amended as of the Effective Time pursuant to the Certificate of Merger to provide that the name of the Surviving Corporation shall be a name determined by Cargill after reasonable consultation with IMC.

(b) The bylaws of GNS Acquisition Corp. as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation until amended in accordance with applicable Law.

(c) The directors of GNS Acquisition Corp. immediately prior to the Effective Time shall be the directors of the Surviving Corporation until their successors have been duly elected and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, or as otherwise provided by applicable Law.

(d) The officers of GNS Acquisition Corp. immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until their successors have been duly elected and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, or as otherwise provided by applicable Law.

3.01 IMC Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares:

(a) Subject to Section 3.01(b), each issued and outstanding share of IMC Common Stock shall be converted into and become the right to receive one validly issued, fully paid and nonassessable share of Newco Common Stock (the “Common Merger Consideration”). As of the Effective Time, all shares of IMC Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of IMC Common Stock shall cease to have any rights with respect thereto, except the right to receive the Common Merger Consideration to be issued in consideration therefor upon the surrender of such certificate in accordance with Section 3.05.

(b) Each issued share of IMC Common Stock that is held by IMC as treasury stock or that is owned by IMC, GNS Acquisition Corp., or any direct or indirect wholly owned subsidiary of IMC prior to the Effective Date shall cease to be outstanding and shall be canceled and retired without payment of any consideration therefor and shall cease to exist.

3.02 IMC Preferred Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares, each issued and outstanding share of IMC Preferred Stock shall be converted into and become the right to receive one validly issued, fully paid and nonassessable share of Newco Preferred Stock (the “Preferred Merger Consideration” and, together with the Common Merger Consideration, the “Merger Consideration”). As of the Effective Time, all shares of IMC Preferred Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of IMC Preferred Stock shall cease to have any rights with respect thereto, except the right to receive the Preferred Merger Consideration to be issued in consideration therefor upon the surrender of such certificate in accordance with Section 3.05.

3.03 GNS Acquisition Corp. Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares, each issued and outstanding share of common stock, par value $0.01 per share, of GNS Acquisition Corp. shall be converted into and become that number of shares of common stock and that number of shares of preferred stock of the Surviving Corporation equal to the number of shares of IMC Common Stock and the number of shares of IMC Preferred Stock, respectively, as existed immediately prior to the Effective Time, with the same rights, power and privileges as the shares of IMC Common Stock and IMC Preferred Stock, respectively, and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

3.04 Stock Option and Award Plans. IMC currently maintains and sponsors the IMC 1988 Stock Option & Award Plan, as amended and restated, and certain other plans and agreements providing for the grant or award to its officers and employees of options, stock appreciation rights, restricted stock awards or other rights to purchase or receive IMC Common Stock (the “Employee Stock Plans”). IMC also maintains and sponsors the IMC 1994 Stock Option Plan for Non-Employee Directors and the IMC 1998 Stock Option Plan for Non-Employee Directors, as amended, and certain other plans and agreements providing for the grant or award to its directors of options or other rights to purchase or receive IMC Common Stock (the “Director Stock Plans” and, together with the Employee Stock Plans, the “IMC Stock Plans”). Newco shall assume the rights and obligations of IMC under the IMC Stock Plans. The outstanding options and other awards under the IMC Stock Plans shall be exercisable or issuable upon the same terms and conditions as under such plans and the agreements relating thereto immediately prior to the Effective Date of the Merger, except that upon the exercise or issuance of such options or awards, shares of Newco Common Stock shall be issuable in lieu of shares of IMC Common Stock. The number of shares of Newco Common Stock issuable upon the exercise or issuance of such an option or award immediately after the Effective Date and the option price of each such option or award shall be the number of shares and option price in effect immediately prior to the Effective Date. All options or awards issued under the IMC Stock Plans after the Effective Date shall entitle the holder thereof to purchase shares of Newco Common Stock in accordance with the terms of the IMC Stock Plans.

(a) Exchange Agent. Prior to the Effective Time, Newco shall designate a bank or trust company reasonably acceptable to IMC (the “Exchange Agent”) for the purpose of exchanging certificates representing shares of Newco Common Stock and Newco Preferred Stock (the “Newco Certificates”) upon surrender of certificates representing shares of IMC Common Stock or shares of IMC Preferred Stock (the “IMC Certificates”). Not later than the Effective Time, Newco will cause to be deposited with the Exchange Agent, for the benefit of the holders of shares of IMC Common Stock and IMC Preferred Stock, certificates representing shares of Newco Common Stock and Newco Preferred Stock to be provided in exchange for IMC Common Stock and IMC Preferred Stock, respectively, upon consummation of the Merger as set forth in Section 3.01 and Section 3.02, respectively (the “Exchange Fund”).

(b) Exchange Procedure. As soon as reasonably practicable after the Effective Time, and in any event no later than five Business Days thereafter, the Exchange Agent shall, and Newco shall use its reasonable efforts to cause the Exchange Agent to, mail to each holder of record of an IMC Certificate that immediately prior to the Effective Time represented outstanding shares of IMC Stock whose shares were converted into and became the right to receive shares of Newco Stock pursuant to Section 3.01 and Section 3.02, respectively, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the IMC Certificates shall pass, only upon delivery of the IMC Certificates to the Exchange Agent and shall be in such form and have such other provisions as Newco may reasonably specify) and (ii) instructions for use in effecting the surrender of the IMC Certificates in exchange for Newco Certificates. Upon surrender of an IMC Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required by the Exchange Agent, the holder of such IMC Certificate shall be entitled to receive in exchange therefor a Newco Certificate(s) representing the number and class of shares of Newco Stock which such holder has the right to receive pursuant to the provisions of this Article III, and the IMC Certificate so surrendered shall be canceled. In the event of a transfer of ownership of an IMC Certificate after the Effective Time, exchange may be made to a Person other than the Person in whose name the IMC Certificate so surrendered is registered, if such IMC Certificate shall be properly endorsed or otherwise in proper form for transfer and shall be accompanied by evidence satisfactory to the Exchange Agent that any transfer or other taxes required by reason of such exchange in the name other than that of the registered holder of such IMC Certificate or instrument either has been paid or is not payable. Until surrendered as contemplated by this Section 3.05, each IMC Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender a Newco Certificate or Certificates evidencing the Merger Consideration to which the holder thereof is entitled in accordance with Section 3.01 or Section 3.02, as the case may be, and any dividends and other distributions to which such holder is entitled pursuant to Section 3.05(f).

(c) No Further Ownership Rights in IMC Stock. All shares of Newco Stock issued pursuant to the Merger, including any Newco Certificates issued upon the surrender for exchange of IMC Certificates in accordance with the terms of this Article III, shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to the shares of IMC Stock theretofore represented by such certificates; subject, however, to the Surviving Corporation’s obligation to pay any dividends or make any other distributions with a record date prior to the Effective Date which may have been declared or made by IMC on such shares of IMC Stock in accordance with the terms of this Agreement and which remain unpaid at the Effective Date. From and after the Effective Date, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of IMC Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Date, IMC Certificates are presented to Newco, the Surviving Corporation or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article III, except as otherwise provided by Law.

(d) Termination of Exchange Fund; No Liability. Any portion of the Exchange Fund that remains undistributed to the holders of IMC Certificates for one year after the Effective Time shall be delivered by the Exchange Agent to Newco, upon demand, and any holder of IMC Certificates who has not theretofore complied with this Article III shall thereafter look only to Newco (subject to abandoned property, escheat or other similar Laws) with respect to the Newco Stock and any dividends or other distributions with respect thereto payable upon due surrender of their IMC Certificates, without any interest thereon. Notwithstanding the foregoing, none of Newco, IMC or the Exchange Agent shall be liable to any holder of an IMC Certificate for Newco Stock (or dividends or distributions with respect thereto) from the Exchange Fund in each case delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

(e) Lost, Stolen or Destroyed Certificates. In the event any IMC Certificates shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such IMC Certificate(s) to be lost, stolen or destroyed and, if required by Newco, the posting by such Person of a bond in such sum as Newco may reasonably direct as indemnity against any claim that may be made against it or IMC with respect to such IMC Certificate(s), the Exchange Agent will issue the Newco Certificates pursuant to Section 3.01 or Section 3.02, as the case may be, deliverable in respect of the shares of Newco Stock represented by such lost, stolen or destroyed IMC Certificates.

(f) Dividends; Distributions. No dividends or other distributions with respect to Newco Stock with a record date after the Effective Date shall be paid to the holder of any unsurrendered IMC Certificate with respect to the shares of Newco Stock represented thereby, and all such dividends or other distributions, if any, shall be paid by Newco to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such IMC Certificate in accordance with this Article III. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such IMC Certificate there shall be paid to the holder of an IMC Certificate representing the right to receive shares of Newco Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Date theretofore paid with respect to such shares of Newco Stock and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Date but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such shares of Newco Stock. Newco shall make available to the Exchange Agent cash for these purposes, if necessary.

3.06 Withholding Taxes. Newco shall be entitled to deduct and withhold, or cause the Exchange Agent to deduct and withhold, from the consideration otherwise payable to any Person pursuant to this Article III any such amounts as are required under the Code, or any applicable provision of state, provincial, local or foreign tax Law; provided, however, that if such withholding may be eliminated or reduced through the delivery of any certificate or other documentation, Newco shall provide each holder of IMC Stock with a reasonable opportunity to deliver such certificate or other documentation. To the extent that amounts are so withheld by Newco, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of IMC Stock in respect of which such deduction and withholding was made by Newco.

4.01 Pre-Contribution Restructuring. Subject to the terms of Section 8.06 and the provisions of the last two sentences of this Section 4.01, Cargill hereby agrees to, and to cause the other Cargill Contributing Corporations to, convey, assign and transfer to the Contributed Subsidiaries, prior to the Effective Time, all of the right, title and interest of Cargill and its Subsidiaries in and to: (i) all or substantially all of the tangible and intangible assets, properties, rights and interests (except that any trade name, trademark or service mark using the name “Cargill” in whole or in part shall not be conveyed, assigned or transferred to Newco) primarily owned or used or held for use primarily in the Cargill Fertilizer Businesses as of the date hereof or at any time hereafter and prior to the Effective Time, as described in general terms in Section 1.01 of the Cargill Disclosure Schedule (the “Cargill Fertilizer Assets”), and (ii) except as otherwise specifically provided below in this Section 4.01 (with respect to Embedded Debt) or in Sections 8.06 (with respect to limitations on Restructuring Indebtedness) and 9.24 (with respect to Cargill Retained Taxes) of this Agreement, all liabilities or obligations of any nature (whether accrued, absolute, known or unknown, contingent or otherwise, and whether arising in the past, present or future) primarily related to the Cargill Fertilizer Assets or primarily related to any business or assets formerly owned or operated by or used primarily in the Cargill Fertilizer Businesses or any Contributed Subsidiaries, whether or not related to fertilizer (collectively, the “Cargill Fertilizer Liabilities”), all of which liabilities and obligations shall be assumed by the Contributed Subsidiaries. For purposes of clarification and not in limitation of the foregoing, Cargill will not convey, assign or transfer to the Contributed Subsidiaries or Newco any (i) tangible or intangible assets, properties, rights or interests owned, used or held for use in (A) the Cargill Retail Fertilizer Businesses or (B) any of Cargill’s or any Affiliate of Cargill’s other business units that are not part of the Cargill Fertilizer Businesses or (ii) any of the related liabilities or obligations of the Cargill Retail Fertilizer Businesses or any of such business units. In addition, the Cargill Fertilizer Liabilities will not include, and Cargill will not convey, assign or transfer to the Contributed Subsidiaries, any liability or obligation in respect of indebtedness for borrowed money other than (i) the indebtedness set forth in Section 4.01 of the Cargill Disclosure Schedule (the “Embedded Debt”) and (ii) any Restructuring Indebtedness permitted pursuant to Section 8.06 hereof. The parties acknowledge and agree that any liability or obligation in respect of indebtedness for borrowed money that exists within a Cargill Fertilizer Joint Venture will remain with such Cargill Fertilizer Joint Venture, notwithstanding any terms within this Agreement to the contrary.

4.02 Contribution Consideration. In consideration for and simultaneously with the Contribution, Newco shall issue shares of Newco Common Stock to the Cargill Contributing Corporations equal to, in the aggregate, 66.5% of the outstanding shares of Newco Common Stock, such percentage to be calculated after giving effect to all of the issuances of Newco Common Stock at the Closings (including the issuance pursuant to this Section 4.02), plus 5,458,955 shares of Newco Class B Common Stock. Upon the original issuance of the shares of Newco Common Stock or Newco Class B Common Stock to the Cargill Contributing Corporations pursuant to this Section 4.02, any certificate issued representing any such Newco Common Stock or Newco Class B Common Stock shall bear the following legend:

“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY ONLY BE TRANSFERRED PURSUANT TO THE PROVISIONS OF AN INVESTOR RIGHTS AGREEMENT, DATED AS OF JANUARY 26, 2004, AS AMENDED FROM TIME TO TIME, BETWEEN THE ISSUER AND CHEROKEE, COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF THE ISSUER.”

Except (i) as set forth in the IMC Disclosure Schedule, regardless of whether the relevant section herein refers to the IMC Disclosure Schedule, (ii) as specifically disclosed in any reports filed by IMC or PLP as part of the IMC SEC Documents or the PLP SEC Documents, respectively, filed with the SEC prior to the date of this Agreement or (iii) as expressly contemplated by this Agreement, IMC represents and warrants to Newco, Cargill and CFI as follows:

(a) IMC is an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is formed and has all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as now being conducted. IMC is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction in which the conduct of its business or the ownership or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed individually or in the aggregate has not had and would not reasonably be expected to have an IMC Material Adverse Effect. IMC has made available to Cargill complete and correct copies of its Certificate of Incorporation, as amended (the “IMC Certificate”), and Bylaws, as amended (the “IMC Bylaws”), and the certificate of incorporation and bylaws (or comparable organizational documents) of each of its Subsidiaries listed on Exhibit 21 to the IMC 10-K, in each case as amended to the date of this Agreement.

(b) For purposes of this Agreement, “IMC Material Adverse Effect” shall mean any change, effect, event, occurrence or state of facts that is materially adverse to the business, properties, financial condition or results of operations of IMC and its Subsidiaries, taken as a whole, provided, that none of the following shall be deemed in and of themselves to constitute, and none of the following shall be taken into account in determining whether there has been (or whether there is reasonably expected to be), an IMC Material Adverse Effect: any change, effect, event, occurrence or state of facts relating to, caused by or resulting from (i) the United States or any international economy or the United States or international financial markets in general (provided that IMC is not disproportionately affected thereby), (ii) the industries in which IMC and its Subsidiaries operate in general (provided that IMC is not disproportionately affected thereby), (iii) the announcement of this Agreement or the transactions contemplated hereby, or (iv) any non-cash asset or goodwill impairment charges with respect to matters discussed with Cargill prior to the date of this Agreement, including any write-off or reclassification of goodwill recorded, taken or created by IMC or PLP relating to PLP or IMC’s investment, directly or indirectly, therein or any loss, reclassification or write-off related to any disposition of the IMC Chemicals Business Unit or the IMC Salt Business Unit.

(a) Each Subsidiary of IMC is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of formation. Each such Subsidiary is duly qualified to do business as a foreign corporation, limited liability company or other entity, as the case may be, and is in good standing in each jurisdiction, where such qualification is necessary, except for those jurisdictions where failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have an IMC Material Adverse Effect. Other than PLP and IMC Phosphates Company, a Delaware general partnership, no Subsidiary of IMC is obligated to file periodic reports with the SEC pursuant to the 1934 Act. All of the Significant Subsidiaries of IMC and their respective jurisdictions of formation are identified in Exhibit 21 to the IMC 10-K. All of the outstanding shares of capital stock of, or other equity interests in, each such Subsidiary have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by IMC free and clear of all Liens and free of any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity interests.

(b) Section 5.02(b) of the IMC Disclosure Schedule contains a true and complete list of each enterprise jointly owned and operated by IMC or its Subsidiaries with one or more Third Parties (collectively, the “IMC Joint Ventures”) and a brief description of the business of each such enterprise, and identifies each IMC Joint Venture Controlled by IMC. The IMC Joint Ventures that are not Controlled by IMC are referred to herein as the “Unaffiliated IMC JVs.”

(a) The authorized capital stock of IMC consists of 300,000,000 shares of IMC Common Stock and 12,000,000 shares of preferred stock, par value $1.00 per share. At the close of business on December 31, 2003, (i) 115,102,626 shares of IMC Common Stock were issued and outstanding, (ii) 15,486,798 shares of IMC Common Stock were held by IMC in its treasury, (iii) 2,750,000 shares of IMC Preferred Stock were issued and outstanding, (iv) 17,400,000 shares of IMC Common Stock were reserved for issuance pursuant to the IMC Stock Plans (of which 16,385,318 shares of IMC Common Stock were subject to outstanding options to purchase shares of IMC Common Stock granted under the IMC Stock Plans), (v) approximately 21,619,400 shares of IMC Common Stock were reserved for issuance upon conversion of IMC Preferred Stock, (vi) 4,880,600 shares of IMC Common Stock were reserved for issuance as stock dividends that may be payable on IMC Preferred Stock, and (vii) 300,000 shares of Series D Junior Participating Preferred Stock, par value $1.00 per share, were reserved for issuance pursuant to the rights (the “IMC Rights”) under the Rights Agreement, dated as of May 27, 1999, between IMC and First Chicago Trust Company of New York (or EquiServe, as successor thereto), as rights agent (the “IMC Rights Agreement”). Except as set forth above in this Section 5.03(a), at the close of business on December 31, 2003, no shares of capital stock or other voting securities of IMC were issued, reserved for issuance or outstanding. All outstanding shares of IMC Stock have been duly authorized and are validly issued, fully paid and nonassessable and not subject to any preemptive rights.

(b) IMC has delivered to Cargill a correct and complete list, as of December 31, 2003, of all outstanding stock options or other rights to purchase or receive shares of IMC Common Stock granted under the IMC Stock Plans or otherwise, the number of shares of IMC Common Stock subject thereto and expiration dates and exercise prices thereof. All shares of capital stock which may be issued pursuant to the IMC Stock Plans will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to any preemptive rights.

(c) There are no outstanding bonds, debentures, notes or other indebtedness of IMC the holders of which have the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of IMC may vote. Except as set forth above in this Section 5.03, (i) there are not issued or outstanding (A) any securities of IMC or any of its Subsidiaries convertible into, or exchangeable or exercisable for, shares of capital stock or voting securities of IMC or any of its Subsidiaries or (B) any warrants, calls,

options, stock appreciation rights, rights to receive shares of IMC Common Stock on a deferred basis, other rights that are linked to the value of IMC Common Stock or to other rights to acquire from IMC or any of its Subsidiaries, or any obligation of IMC or any of its Subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of IMC or any of its Subsidiaries and (ii) there are not any outstanding obligations of IMC or any of its Subsidiaries to repurchase, redeem or otherwise acquire any securities of IMC or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither IMC nor any of its Subsidiaries is a party to any voting agreement in favor of any Person other than IMC or its Subsidiaries with respect to the voting of any capital stock of any Subsidiary of IMC.

(a) IMC has all requisite corporate power and authority to enter into and deliver this Agreement and, subject to the approval of this Agreement by the holders of a majority of the outstanding shares of IMC Common Stock (the “IMC Stockholder Approval”), to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of IMC and no other corporate proceedings on the part of IMC are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, subject to receipt of the IMC Stockholder Approval. This Agreement has been duly executed and delivered by IMC and, assuming the due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid and binding obligation of IMC, enforceable against IMC in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, solvency, fraudulent transfer, reorganization, moratorium and other similar Laws affecting creditors’ rights generally from time to time in effect and by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law)). As of the date hereof, the Board of Directors of IMC, at a meeting duly called and held at which all of the directors of IMC were present in person or by telephone, unanimously adopted resolutions (i) approving and declaring advisable this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) directing that the adoption of this Agreement be submitted to a vote at a meeting of the stockholders of IMC and (iii) recommending that the stockholders of IMC adopt this Agreement.

(b) The execution and delivery of this Agreement do not, and the consummation of the Merger and the other transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, constitute or result in (i) a violation or breach of, or a default under, the IMC Certificate or IMC Bylaws or the comparable organizational documents of any of IMC’s Subsidiaries, (ii) a violation or breach of, or default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien on any of the properties or other assets of IMC or any of its Subsidiaries under, any loan or credit agreement, bond, debenture, note, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, or instrument (each, a “Contract”) to which IMC or any of its Subsidiaries is a party or any of their respective properties or other assets is subject or any Permit to which IMC or any of its Subsidiaries is subject or (iii) subject to the governmental filings and other matters referred to in Section 5.05, a violation or breach of any Law applicable to IMC or any of its Subsidiaries or their respective properties or other assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate (A) have not had and would not reasonably be expected to have an IMC Material Adverse Effect, or (B) would not reasonably be expected to prevent, materially delay or materially impair the ability of IMC to perform its obligations under, or to consummate any of the transactions contemplated by, this Agreement.

5.05 Governmental Approvals. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Authority is required by or with respect to IMC or any of its Subsidiaries in connection with the execution and delivery of this Agreement by IMC or the consummation by IMC of the Merger or the other transactions contemplated by this Agreement, except for those required under

or in relation to (a) the premerger notification and report form under the HSR Act and applicable filings under foreign competition, merger control or antitrust Laws, (b) the 1933 Act, (c) the 1934 Act, (d) the Certificate of Merger to be filed with the Secretary of State of the State of Delaware and appropriate documents to be filed with the relevant authorities of other states in which IMC is qualified to do business, (e) any appropriate filings with and approvals of the NYSE, (f) any state securities or “blue sky” law, (g) any material Permits (including Environmental Permits) of IMC and/or its Subsidiaries, (h) required and customary filings pursuant to any state environmental transfer statutes and (i) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made individually or in the aggregate would not reasonably be expected to (x) have an IMC Material Adverse Effect, or (y) prevent, materially delay or materially impair the ability of IMC to perform its obligations under, or to consummate any of the transactions contemplated by, this Agreement. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (a) through (h) above are referred to herein as “Necessary IMC Consents.”

(a) IMC has filed all required forms, reports, statements, schedules, registration statements and other documents required to be filed by it with the SEC since January 1, 2002 and has, prior to the date hereof, delivered or made available to Cargill (i) its annual report on Form 10-K for its fiscal year ended December 31, 2002, (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended March 31, 2003, June 30, 2003 and September 30, 2003, (iii) any proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of IMC for all meetings held or actions taken since December 31, 2002 and (iv) all of its other forms, reports, statements, schedules, registration statements and other documents filed with the SEC since December 31, 2002 (the documents referred to in this Section 5.06(a), collectively with any other forms, reports, statements, schedules, registration statements or other documents filed with the SEC subsequent to the date hereof and prior to the Effective Date, the “IMC SEC Documents”).

(b) As of its filing date, each IMC SEC Document complied, and each such IMC SEC Document filed subsequent to the date hereof and prior to the Effective Date will comply, as to form in all material respects with the applicable requirements of the 1933 Act and 1934 Act, as the case may be.

(c) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each IMC SEC Document did not, and each such IMC SEC Document filed subsequent to the date hereof and prior to the Effective Date on the date of its filing will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by IMC with respect to statements made or incorporated by reference in any IMC SEC Document filed subsequent to the date hereof and prior to the Effective Date based on information supplied by Newco or Cargill or its Subsidiaries specifically for inclusion or incorporation therein.

(d) To the knowledge of IMC, each director and executive officer of IMC has filed with the SEC on a timely basis all statements required by Section 16(a) of the 1934 Act and the rules and regulations thereunder since January 1, 2003.

(e) As used in this Section 5.06, the term “file” shall be broadly construed to include any manner in which a document or information is furnished to the SEC.

(a) PLP has filed all required forms, reports, statements, schedules, registration statements and other documents required to be filed by it with the SEC since January 1, 2002 and has, prior to the date hereof, delivered or made available to Cargill (i) PLP’s annual report on Form 10-K for its fiscal year ended December 31, 2002, (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended March 31, 2003, June 30, 2003 and

September 30, 2003, (iii) any proxy or information statements relating to meetings of, or actions taken without a meeting by, the holders of PLP Units, for all meetings held or action taken since December 31, 2002 and (iv) all of its other forms, reports, statements, schedules, registration statements and other documents filed with the SEC since December 31, 2002 (the documents referred to in this Section 5.07(a), collectively with any other forms, reports, statements, schedules, registration statements or other documents filed with the SEC subsequent to the date hereof and prior to the Effective Date, the “PLP SEC Documents”).

(b) As of its filing date, each PLP SEC Document complied, and each such PLP SEC Document filed subsequent to the date hereof and prior to the Effective Date will comply, as to form in all material respects with the applicable requirements of the 1933 Act and 1934 Act, as the case may be.

(c) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each PLP SEC Document did not, and each such PLP SEC Document filed subsequent to the date hereof and prior to the Effective Date on the date of its filing will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by PLP with respect to statements made or incorporated by reference in any PLP SEC Document filed subsequent to the date hereof and prior to the Effective Date based on information supplied by Newco or Cargill or its Subsidiaries specifically for inclusion or incorporation therein.

(d) To the knowledge of IMC, each director and executive officer of PLP has filed with the SEC on a timely basis all statements required by Section 16(a) of the 1934 Act and the rules and regulations thereunder since January 1, 2003.

(e) As used in this Section 5.07, the term “file” shall be broadly construed to include any manner in which a document or information is furnished to the SEC.

(a) The consolidated financial statements of IMC included in the IMC SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Regulation S-X for quarterly reports on Form 10-Q) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the financial condition of IMC and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended (subject, in the case of unaudited statements, to the absence of footnote disclosure and to normal and recurring year-end audit adjustments).

(b) Except (i) as set forth in the consolidated financial statements (including the notes thereto) included in the IMC 10-K or subsequent quarterly reports on Form 10-Q filed by IMC and publicly available prior to the date of this Agreement, (ii) as incurred in the ordinary course of business and (iii) as may arise out of or in connection with this Agreement and the transactions contemplated hereby, neither IMC nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that individually or in the aggregate would reasonably be expected to have an IMC Material Adverse Effect.

(c) Section 5.08(c) of the IMC Disclosure Schedule lists, and IMC has delivered to Cargill copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC) effected by IMC or its Subsidiaries since January 1, 2003.

(d) Section 5.08(d) of the IMC Disclosure Schedule lists all non-audit services performed by Ernst & Young LLP for IMC and its Subsidiaries since January 1, 2003.

(a) The officers of IMC required to provide certifications as to IMC’s Forms 10-K and 10-Q pursuant to Rule 13a-15 or 15d-15 under the 1934 Act have (i) designed disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the 1934 Act, or caused such disclosure controls and procedures to be designed under their supervision, to ensure that material information relating to IMC, including its consolidated Subsidiaries, is made known to such certifying officers by others within IMC, particularly during the period in which the Form 10-K or Form 10-Q, as the case may be, of IMC is being prepared, and (ii) have disclosed, based on their most recent evaluation of internal control over financial reporting, to IMC’s auditors and the audit committee of IMC’s Board of Directors (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect IMC’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in IMC’s internal control over financial reporting.

(b) The officers of PLP required to provide certifications as to PLP’s Forms 10-K and 10-Q pursuant to Rule 13a-15 or 15d-15 under the 1934 Act have (i) designed disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the 1934 Act, or caused such disclosure controls and procedures to be designed under their supervision, to ensure that material information relating to PLP, including its consolidated Subsidiaries, is made known to such certifying officers by others within PLP, particularly during the period in which the Form 10-K or Form 10-Q, as the case may be, of PLP is being prepared and (ii) have disclosed, based on their most recent evaluation of internal control over financial reporting, to PLP’s auditors and the audit committee of PLP (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect PLP’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in PLP’s internal control over financial reporting.

5.10 Information Supplied. None of the information supplied or to be supplied by IMC or its Subsidiaries specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Newco in connection with the issuance of shares of Newco Stock (other than Newco Class B Common Stock) in the Merger (and, to the extent permitted under applicable SEC rules and regulations, the Contribution) (as amended or supplemented from time to time, the “Form S-4”) will, at the time the Form S-4 becomes effective under the 1933 Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the proxy statement relating to the IMC Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to IMC’s stockholders, the “Proxy Statement”) will, at the date it is first mailed to the stockholders of IMC and at the time of the IMC Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by IMC with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by Newco or Cargill or its Subsidiaries specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement.

5.11 Absence of Certain Changes or Events. Since the IMC Balance Sheet Date, IMC and its Subsidiaries have conducted their businesses only in the ordinary and usual course (except for actions expressly contemplated by Section 8.01 or set forth in Section 8.01 of the IMC Disclosure Schedule) and there has not been (a) any change, effect, event, occurrence or state of facts that individually or in the aggregate has had or would reasonably be expected to have an IMC Material Adverse Effect or (b) any change by IMC in accounting principles or any material accounting practices or methods.

5.12 Litigation. There is no suit, action or proceeding pending or, to the knowledge of IMC, threatened against IMC or any of its Subsidiaries that would reasonably be expected to result in damages payable by IMC or any of its Subsidiaries in excess of $2,000,000 or which, when aggregated with other such suits, actions or

proceedings would reasonably be expected to result in damages payable by IMC or any of its Subsidiaries in excess of $10,000,000 or prevent or materially delay the consummation of any of the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or order of any Governmental Authority outstanding against, or, to the knowledge of IMC, pending investigation by any Governmental Authority against, IMC or any of its Subsidiaries that individually or in the aggregate has had or would reasonably be expected to have an IMC Material Adverse Effect or prevent or materially delay the consummation of any of the transactions contemplated by this Agreement.

(a) Section 5.13(a) of the IMC Disclosure Schedule contains a correct and complete list of the following Contracts to which IMC or any of its Subsidiaries is a party (each a “IMC Material Contract” and, collectively, the “IMC Material Contracts”): (i) all Contracts with a term lasting for one year or less which requires or may reasonably be expected to involve the payment of more than $10,000,000; and (ii) all Contracts with a term lasting for more than one year which requires or involves the payment of more than $5,000,000 during any twelve-month period thereunder. True and complete copies of all such IMC Material Contracts have been delivered or have been made available by IMC to Cargill. Each of the IMC Material Contracts is in full force and effect and constitutes the legal, valid and binding obligation of IMC or its Subsidiaries, as applicable, and is enforceable in accordance with its respective terms. Neither IMC nor any of its Subsidiaries nor, to the knowledge of IMC, any other party is in breach of or in default under any IMC Material Contract, except for such breaches and defaults as have not had and would not reasonably be expected to have, individually or in the aggregate, an IMC Material Adverse Effect.

(b) Neither IMC nor any of its Subsidiaries is party to any agreement containing any provision or covenant directly or explicitly limiting in any material respect the ability of IMC or any of its Subsidiaries to (i) sell any products or services of or to any other Person, (ii) engage in any line of business or (iii) compete with or to obtain products or services from any Person or limiting the ability of any Person to provide products or services to IMC or any of its Subsidiaries. For purposes of this Section 5.13(b), “products” shall mean any product which is mined or manufactured by IMC or any Subsidiary of IMC which is offered for sale to Third Parties whether domestically or internationally as part of its business.

5.14 Compliance with Laws; Permits. IMC and each of its Subsidiaries is in compliance with all Laws applicable to it, its properties or other assets or its businesses or operations, except for instances of noncompliance or possible noncompliance that individually or in the aggregate have not had or would not reasonably be expected to have an IMC Material Adverse Effect. None of IMC or any of its Subsidiaries has received, since December 31, 2001, a written notice alleging or relating to a possible violation of any Laws applicable to its businesses or operations which violation or violations would, individually or in the aggregate, have an IMC Material Adverse Effect. IMC and its Subsidiaries have in effect all material Permits (including Environmental Permits) necessary to carry on their businesses as now conducted, and there has occurred no violation of or default (with or without notice or lapse of time or both) under any such Permit, except for violations or defaults that individually or in the aggregate have not had and would not reasonably be expected to have an IMC Material Adverse Effect. There is no event which has occurred that, to the knowledge of IMC, would reasonably be expected to result in the revocation, cancellation, non-renewal or adverse modification of any such Permit, other than such revocations, cancellations, non-renewals or modifications that individually or in the aggregate would not reasonably be expected to have an IMC Material Adverse Effect. The Transactions, in and of themselves, would not cause the revocation, cancellation, non-renewal or adverse modification of any such Permits that individually or in the aggregate would reasonably be expected to have an IMC Material Adverse Effect. IMC and each of its officers and directors are in compliance, and have complied, in all material respects with (i) the applicable provisions of the Sarbanes-Oxley Act and (ii) the applicable listing and corporate governance rules and regulations of the NYSE.

(a) Section 5.15(a) of the IMC Disclosure Schedule sets forth a correct and complete list of: (i) all IMC Employee Plans and IMC International Plans for current or former employees of IMC or any of its Subsidiaries (the “Employees”) (collectively, the “IMC Plans”).

(b) Correct and complete copies of the following documents, with respect to each of IMC Plans (other than a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA), have been delivered to Cargill by IMC, to the extent applicable: (i) any plans, all amendments and attachments thereto and related trust documents, insurance contracts or other funding arrangements, and amendments thereto; (ii) the most recent Forms 5500 and all schedules thereto and the most recent actuarial report, if any; (iii) the most recent IRS determination letter; and (iv) summary plan descriptions.

(c) The IMC Plans have been maintained in accordance with their terms and with all provisions of ERISA, the Code and other applicable Laws, and neither IMC (or any of its Subsidiaries) nor any “party in interest” or “disqualified person” with respect to the IMC Plans has engaged in a non-exempt “prohibited transaction” within the meaning of Section 4975 of the Code or Section 406 of ERISA, except as individually or in the aggregate have not had and would not reasonably be expected to have an IMC Material Adverse Effect. No fiduciary has any liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any IMC Plan, except as individually or in the aggregate have not had and would not reasonably be expected to have an IMC Material Adverse Effect.

(d) The IMC Plans intended to qualify under Section 401 of the Code are so qualified and any trusts intended to be exempt from federal income taxation under Section 501 of the Code are so exempt, except as individually or in the aggregate have not had and would not reasonably be expected to have an IMC Material Adverse Effect.

(e) None of IMC, its Subsidiaries or any trade or business (whether or not incorporated) that is treated as a single employer, with any of them under Section 414(b), (c), (m) or (o) of the Code has any current or contingent liability with respect to (i) a plan subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code or (ii) any “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA). Each IMC Plan that is intended to meet the requirements for tax favored treatment under Subchapter B of Chapter 1 of Subtitle A of the Code meets such requirements, with such exceptions that individually or in the aggregate have not had and would not reasonably be expected to have an IMC Material Adverse Effect.

(f) All contributions (including all employer contributions and employee salary reduction contributions) required to have been made under any of IMC Plans (including workers compensation) or by Law (without regard to any waivers granted under Section 412 of the Code), to any funds or trusts established thereunder or in connection therewith have been made by the due date thereof (including any valid extension).

(g) There are no pending actions, claims or lawsuits that have been asserted or instituted against the IMC Plans, the assets of any of the trusts under the IMC Plans or the sponsor or administrator of any of the IMC Plans, or against any fiduciary of the IMC Plans with respect to the operation of any of the IMC Plans (other than routine benefit claims), nor does IMC have any knowledge of facts that could form the basis for any such action, claim or lawsuit, other than such actions, claims or lawsuits that individually or in the aggregate have not had and would not reasonably be expected to have an IMC Material Adverse Effect.

(h) None of the IMC Plans provides for post-employment life or health insurance, benefits or coverage for any participant or any beneficiary of a participant, except as may be required under COBRA, and at the expense of the participant or the participant’s beneficiary. Each of IMC and any ERISA Affiliate which maintains a “group health plan” within the meaning Section 5000(b)(1) of the Code has complied with the notice and continuation requirements of Section 4980B of the Code, COBRA, Part 6 of Subtitle B of Title I of ERISA and the regulations thereunder, except where the failure to comply individually or in the aggregate has not had and would not reasonably be expected to have an IMC Material Adverse Effect.

(i) Except as specifically provided in this Agreement (or in the contracts or agreements set forth in Section 9.16 of the IMC Disclosure Schedule), neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment becoming due to any Employee, (ii) increase any benefits otherwise payable under any IMC Plan, (iii) result in the acceleration of the time of payment or vesting of any such benefits under any IMC Plan or (iv) result in any obligation to fund any trust or other arrangement with respect to compensation or benefits under an IMC Plan.

(j) Neither IMC nor any of its Subsidiaries has a contract, plan or commitment, whether legally binding or not, to create any additional IMC Plan or to modify any existing IMC Plan, except as required by applicable Law or tax qualification requirement.

(k) Any individual who performs services for IMC or any of its Subsidiaries (other than through a contract with an organization other than such individual) and who is not treated as an employee of IMC or any of its Subsidiaries for federal income tax purposes by IMC or any of its Subsidiaries is not an employee for such purposes, except as individually or in the aggregate, together with any breach or breaches of Section 5.15(c) hereof (without regard to any materiality or IMC Material Adverse Effect qualifiers therein), has not had and would not reasonably be expected to have an IMC Material Adverse Effect.

(l) Neither IMC nor any of its Subsidiaries is a party to any Contract or other arrangement which provides for the payment of any amount which would not be deductible by reason of Section 162(m) (to the extent not properly reflected on IMC’s applicable tax returns) or Section 280G of the Code.

(a) IMC and each of its Subsidiaries has timely filed, or has caused to be timely filed on its behalf (taking into account any extension of time within which to file), all material tax returns required to be filed by it, and all such filed tax returns are correct and complete in all material respects. All taxes shown to be due on such tax returns have been timely paid.

(b) The most recent financial statements contained in the IMC SEC Documents reflect an adequate reserve for all material taxes payable by IMC and its Subsidiaries for all taxable periods and portion thereof through the date covered by such financial statements. No material deficiency with respect to taxes has been proposed, asserted or assessed against IMC or any of its Subsidiaries that has not been paid in full or fully resolved in favor of the taxpayer.

(c) The U.S. federal income tax returns of IMC and each of its Subsidiaries have been examined by and settled with the IRS (or, to the knowledge of IMC, the applicable statute of limitations has expired) for all years through June 30, 1995. The Canadian federal and provincial income and GST taxes of IMC and each of its Subsidiaries have been examined by and settled with the Canadian tax authorities (or, to the knowledge of IMC, the applicable statute of limitations has expired) for all years through June 30, 1998. All material assessments for such taxes due with respect to such completed and settled examinations or any concluded litigation have been fully paid.

(d) Neither IMC nor any of its Subsidiaries has any obligation under any tax sharing or tax indemnification agreement (either with any Person or any taxing authority) with respect to material taxes.

(e) Neither IMC nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code since the effective date of Section 355(e) of the Code.

(f) Neither IMC nor any of its Subsidiaries (i) has been a member of an affiliated group of corporations within the meaning of Section 1504 of the Code, other than the affiliated group of which IMC is the common

parent or (ii) has any liability for the taxes of any Person (other than IMC or its Subsidiaries) under Treas. Reg. § 1.1502-6 (or any similar provision of state, provincial, local or foreign law, as a transferee or successor, by contract or otherwise).

(g) No audit or other administrative or court proceedings are pending with any taxing authority with respect to any federal, state, provincial or local income or other material taxes of IMC or any of its Subsidiaries, and no written notice thereof has been received by IMC or any of its Subsidiaries. No issue has been raised in writing by any taxing authority in any presently pending tax audit that could be material and adverse to IMC or any of its Subsidiaries for any period after the Effective Date. Neither IMC nor any of its Subsidiaries has any outstanding agreements, waivers or arrangements, in any such case in writing, extending the statutory period of limitations applicable to any claim for, or the period for the collection or assessment of, any federal, state, provincial or local income or other material taxes.

(h) No written claim that could give rise to material taxes has been made within the previous five years by a taxing authority in a jurisdiction where IMC or any of its Subsidiaries does not file tax returns that IMC or any of its Subsidiaries is or may be subject to taxation in that jurisdiction.

(i) IMC has made available to Cargill correct and complete copies of (i) all U.S. and Canadian federal, state and provincial income, franchise and GST tax returns of IMC and its Subsidiaries for the preceding three taxable years and (ii) any audit report with respect to such taxes issued within the last three years (or otherwise with respect to any audit or proceeding in progress) relating to such taxes of IMC or any of its Subsidiaries.

(j) No Liens for taxes exist with respect to any properties or other assets of IMC or any of its Subsidiaries, except for Liens for taxes not yet due.

(k) All material taxes required to be withheld by IMC or any of its Subsidiaries have been withheld and have been or will be duly and timely paid to the proper taxing authority.

(l) IMC has not undergone an ownership change for purposes of Code Section 382 or Section 111 and 249 of the Canadian Revenue Code which could affect the amount of its available tax loss carryforwards.

(m) PLP has been a publicly traded partnership as that term is defined in Code Section 7704(b) throughout its entire existence and has, for all taxable years, met the gross income requirements of Code Section 7704(c).

(n) Neither IMC nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treas. Reg. § 1.6011-4(b).

(o) For purposes of this Agreement, (i) “taxes” shall mean taxes of any kind (including those measured by or referred to as income, franchise, gross receipts, sales, use, ad valorem, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, value added, property, windfall profits, environmental (including taxes under section 59A of the Code), capital stock, unemployment, alternative or add-on minimum, disability, transfer, production, social security (or similar), registration, customs, duties or similar fees, assessments or charges of any kind whatsoever) together with any interest and any penalties, additions to tax or additional amounts imposed by any taxing authority with respect thereto, domestic or foreign and shall include any transferee or successor liability in respect of taxes (whether by contract or otherwise) and any several liability in respect of any tax as a result of being a member of any affiliated, consolidated, combined, unitary or similar group; (ii) “tax sharing or tax indemnification agreement” shall mean any written or unwritten arrangement for the allocation of, indemnification for or payment of tax liabilities or payment for tax benefits with respect to a consolidated, combined or unitary tax return which tax return includes or has included IMC or Cargill, as the case may be, or any of their respective Subsidiaries including, with respect to any tax indemnification agreement, any former Subsidiaries; and (iii) “tax returns” shall mean any return, report, claim for refund, declaration of estimated tax, information return or statement or other similar document relating to or required to be filed with any taxing authority with respect to taxes, including any schedule or attachment thereto, and including any amendment thereof.

5.17 Labor Matters. Neither IMC nor any of its Subsidiaries is a party to or otherwise bound by any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization. There are no labor disputes, grievances, labor strikes, slowdowns or stoppages actually pending or, to the knowledge of IMC, threatened against or affecting IMC or any of its Subsidiaries nor have there been any of such events during the past five years, except as would not, individually or in the aggregate, reasonably be expected to have an IMC Material Adverse Effect.

(a) Except as would not reasonably be expected to have, individually or in the aggregate, an IMC Material Adverse Effect:

(i) no notice, notification, demand, request for information, citation, summons or order has been received, no complaint has been filed, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review (or any basis therefor) is pending or, to the knowledge of IMC, is threatened in writing by any Governmental Authority or other Person against or involving IMC or any of its Subsidiaries relating to or arising out of any Environmental Law;

(ii) IMC and its Subsidiaries are and have been in compliance with all Environmental Laws and all Environmental Permits; and

(iii) there are no liabilities of or relating to IMC or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise arising under or relating to any Environmental Law and there are no facts, conditions, situations or set of circumstances that could reasonably be expected to result in or be the basis for any such liability.

(b) For purposes of this Section 5.18, the terms “IMC” and “Subsidiaries” shall include any entity that is, in whole or in part, a predecessor of IMC or any of its Subsidiaries.

(a) IMC and/or each of its Subsidiaries owns, or is licensed or otherwise possesses legally enforceable rights to use, all patents, trademarks, trade names, service marks, copyrights, any applications for the foregoing, technology, know-how, computer software programs or applications, and proprietary information or materials that are used in the business of IMC and its Subsidiaries as currently conducted, except for any such failures to own, be licensed or possess that would not, individually or in the aggregate, reasonably be expected to have an IMC Material Adverse Effect, and to the knowledge of IMC, all patents and registered trademarks, trade names, service marks and copyrights owned by IMC and/or its Subsidiaries are valid and subsisting.

(b) Except as would not, individually or in the aggregate, reasonably be expected to have an IMC Material Adverse Effect:

(i) IMC is not, nor will it be as a result of the execution and delivery of this Agreement or the performance of its obligations hereunder, in violation of any licenses, sublicenses and other agreements as to which IMC or any of its Subsidiaries is a party and pursuant to which IMC or any of its Subsidiaries is authorized to use any third-party patents, trademarks, service marks, and copyrights (“Third-Party Intellectual Property Rights”);

(ii) no claims with respect to (A) the patents, registered and material unregistered trademarks and service marks, registered copyrights, trade names, and any applications therefor owned by IMC or any of its Subsidiaries (the “IMC Intellectual Property Rights”), (B) any material trade secret owned by IMC or any of its Subsidiaries, or (C) to the knowledge of IMC, Third-Party Intellectual Property Rights licensed to IMC or any of its Subsidiaries, are currently pending or are threatened in writing by any Person;

(iii) to the knowledge of IMC, there are no valid grounds for any bona fide claims (A) to the effect that the sale or licensing of any product as now sold or licensed by IMC or any of its Subsidiaries, infringes on

any copyright, patent, trademark, service mark or trade secret of any other Person; (B) against the use by IMC or any of its Subsidiaries of any trademarks, trade names, trade secrets, copyrights, patents, technology, know-how or computer software programs and applications used in the business of IMC or any of its Subsidiaries as currently conducted; (C) challenging the ownership or validity of any IMC Intellectual Property Rights or other material trade secret owned by IMC; or (D) challenging the license or right to use any Third-Party Intellectual Rights by IMC or any of its Subsidiaries; and

(iv) to the knowledge of IMC, there is no unauthorized use, infringement or misappropriation or any of IMC Intellectual Property Rights by any Person, including any employee or former employee of IMC or any of its Subsidiaries.

5.20 Real Property. The real property owned or leased by IMC and its Subsidiaries is sufficient for the operation of the business of IMC and its Subsidiaries as currently conducted in all material respects.

5.21 Insurance. All insurance policies carried by or covering IMC and its Subsidiaries with respect to their businesses, assets and properties are in full force and effect, and no notice of cancellation with respect such insurance policies has been received by IMC or any of its Subsidiaries, except with respect to any cancellations or terminations that, individually or in the aggregate, would not reasonably be expected to have an IMC Material Adverse Effect.

5.22 Brokers and Other Advisors. No broker, investment banker, financial advisor or other similar Person, other than Goldman, Sachs & Co. and JP Morgan Chase and, in connection with the PLP Unit Exchange, Houlihan Lokey Howard & Zukin, the fees and expenses of which will be paid by IMC in accordance with IMC’s agreements with such firms (copies of which have been made available to Cargill), is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission, or the reimbursement of expenses, in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of IMC or its Subsidiaries. The fees of Goldman, Sachs & Co., JP Morgan Chase and Houlihan Lokey Howard & Zukin payable by IMC in connection with the Transactions and/or the PLP Unit Exchange will not exceed, in the aggregate, $16,350,000.

5.23 Opinion of Financial Advisor. IMC has received the opinion of Goldman, Sachs & Co., dated the date hereof, to the effect that, as of such date, the exchange ratio of shares of IMC Common Stock for shares of Newco Common Stock in the Merger, relative to the number of shares of Newco Common Stock and Newco Class B Common Stock to be received by Cargill in connection with the Contribution, is fair from a financial point of view to holders of IMC Common Stock, a copy of which opinion will be delivered to Cargill as soon as practicable after the date of this Agreement. It is agreed and understood that such opinion is for the benefit of IMC’s Board of Directors and may not be relied on by Cargill, CFI, Newco or GNS Acquisition Corp.

5.24 Tax Treatment. Neither IMC nor any of its Subsidiaries has taken any action, has failed to take any action or has knowledge of any fact or circumstance that would reasonably be likely to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code or the Merger and the Contribution, when considered together, from qualifying as a tax-free transaction under Section 351 of the Code.

(a) No restrictive provision of any “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation or restrictive provision of any applicable anti-takeover provision in the IMC Certificate or IMC Bylaws is, or at the Effective Date will be, applicable to this Agreement or any of the transactions contemplated hereby.

(b) IMC has taken all actions necessary to render the IMC Rights issued pursuant to the terms of the IMC Rights Agreement inapplicable to this Agreement and to the transactions contemplated hereby.

5.26 Unaffiliated IMC JVs. Notwithstanding anything herein to the contrary, and regardless of whether otherwise included in the definition of Subsidiary, to the extent that any of the representations and warranties set forth in this Article V or elsewhere in this Agreement pertain to, include or could be deemed to include any Unaffiliated IMC JV, IMC makes such representations and warranties only to the actual knowledge of the individuals identified on Section 5.26 of the IMC Disclosure Schedule, without any independent investigation by any of such persons.

Except (i) as set forth in the Cargill Disclosure Schedule, regardless of whether the relevant section herein refers to the Cargill Disclosure Schedule or (ii) as expressly contemplated by this Agreement, Cargill and CFI represent and warrant to IMC and Newco as follows:

(a) Each of Cargill and CFI is and, when formed, each of the other Cargill Contributing Corporations will be, an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is formed and has or, in the case of the other Cargill Contributing Corporations, will have all requisite corporate power and authority to own and operate the Contributed Subsidiaries and to carry on the Cargill Fertilizer Businesses as now being conducted. Each of Cargill and CFI is and, when formed, each of the other Cargill Contributing Corporations will be, duly qualified or licensed to do business as a foreign corporation and each of Cargill and CFI is and, when formed, each of the other Cargill Contributing Corporations will be, in good standing in each jurisdiction in which it operates and the conduct of the Cargill Fertilizer Businesses or the ownership or operation of the properties constituting the Cargill Fertilizer Businesses makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed individually or in the aggregate has not had and would not reasonably be expected to have a Cargill Material Adverse Effect. Cargill has made available to IMC complete and correct copies of its Certificate of Incorporation and Bylaws and the certificate of incorporation and bylaws (or comparable organizational documents) of CFI and each of Cargill’s Subsidiaries that currently are part of the Cargill Fertilizer Businesses, in each case as amended to the date of this Agreement.

(b) For purposes of this Agreement, “Cargill Material Adverse Effect” shall mean any change, effect, event, occurrence or state of facts that is materially adverse to the business, properties, financial condition or results of operations of the Cargill Fertilizer Businesses, taken as a whole, provided, that none of the following shall be deemed in and of themselves to constitute, and none of the following shall be taken into account in determining whether there has been (or whether there is reasonably expected to be), a Cargill Material Adverse Effect: any change, effect, event, occurrence or state of facts relating to, caused by or resulting from (i) the United States or any international economy or the United States or international financial markets in general (provided that the Cargill Fertilizer Businesses are not disproportionately affected thereby), (ii) the industry in which the Cargill Fertilizer Businesses operate in general (provided that the Cargill Fertilizer Businesses are not disproportionately affected thereby), (iii) the announcement of this Agreement or the transactions contemplated hereby or (iv) any non-cash asset or goodwill impairment charges.

(a) Section 6.02(a) of Cargill Disclosure Schedule lists all of the Subsidiaries of Cargill and CFI that currently are part of the Cargill Fertilizer Businesses and, for each such Subsidiary, the state of formation and each jurisdiction in which such Subsidiary is qualified or licensed to do business. Each such Subsidiary and each Contributed Subsidiary (i) is (or will be prior to the Effective Date in the case of each Contributed Subsidiary) a

corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of formation and (ii) is (or will be prior to the Effective Date in the case of each Contributed Subsidiary) duly qualified to do business as a foreign corporation, limited liability company or other entity, as the case may be, and is (or will be prior to the Effective Date in the case of each Contributed Subsidiary) in good standing in each jurisdiction, where such qualification is necessary, except for those jurisdictions where failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a Cargill Material Adverse Effect. All of the outstanding shares of capital stock of, or other equity interests in, each such Subsidiary and each Contributed Subsidiary have been (or will be prior to the Effective Date in the case of each Contributed Subsidiary) validly issued and are (or will be prior to the Effective Date in the case of each Contributed Subsidiary) fully paid and nonassessable and are (or will be prior to the Effective Date in the case of each Contributed Subsidiary) owned directly or indirectly by Cargill or one of the other Cargill Contributing Corporations free and clear of all Liens and free of any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity interests.

(b) Section 6.02(b) of the Cargill Disclosure Schedule contains a true and complete list of each Cargill Fertilizer Joint Venture and a brief description of the business of each such Cargill Fertilizer Joint Venture, and identifies each Cargill Fertilizer Joint Venture Controlled by Cargill (collectively, the “Affiliated CFJVs;” all other Cargill Fertilizer Joint Ventures are referred to herein as the “Unaffiliated CFJVs”). Cargill’s equity ownership interest in each Cargill Fertilizer Joint Venture is owned by Cargill or its Subsidiaries as of the date hereof, and will be owned prior to the Effective Date either directly by Cargill or by another Cargill Contributing Corporation or a Contributed Subsidiary, in each case free and clear of all Liens and free of any restriction on the right to transfer, convey or otherwise dispose of such equity interest.

(c) There are not, and as of the Effective Date there will not be, issued or outstanding any warrants, calls, options or other rights to acquire from Cargill or any of its Subsidiaries (including the Contributed Subsidiaries), or any obligation of Cargill or any of its Subsidiaries (including the Contributed Subsidiaries) to issue, sell, redeem, repurchase or otherwise acquire, any shares of capital stock of, or other equity interests in, any Contributed Subsidiary. Neither Cargill nor any of its Subsidiaries (including the Contributed Subsidiaries) is, or as of the Effective Date will be, a party to any voting agreement with respect to the voting of any capital stock of any Contributed Subsidiary.

(d) There are not, and as of the Effective Date there will not be, any outstanding options or other awards under any stock plan of Cargill for which the holder shall receive a right to shares of Newco Common Stock in lieu of common stock of Cargill or any of its Subsidiaries.

(a) Each of Cargill and CFI has all requisite corporate power and authority to enter into and deliver this Agreement and each of Cargill and CFI has, and when formed, each of the other Cargill Contributing Corporations will have, all requisite corporate power and authority to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of each of Cargill and CFI, and no other corporate proceedings on the part of Cargill or CFI are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Cargill and CFI and, assuming the due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid and binding obligation of each of Cargill and CFI, enforceable against each of Cargill and CFI in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, solvency, fraudulent transfer, reorganization, moratorium and other similar Laws affecting creditors’ rights generally from time to time in effect and by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law)).

(b) The execution and delivery of this Agreement do not, and the consummation of the Contribution and the other transactions contemplated by this Agreement and compliance with the provisions of this Agreement will

not, constitute or result in (i) a violation or breach of, or a default under, the Certificate of Incorporation of Cargill, as amended, or the Bylaws of Cargill, as amended, or the comparable organizational documents of any of its Subsidiaries, (ii) a violation or breach of, or default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien on the equity interests of any of the Contributed Subsidiaries or on any of the Cargill Fertilizer Assets under, any Contract to which Cargill or any of its Subsidiaries is a party which constitutes part of the Cargill Fertilizer Businesses or any material Permit to which Cargill or any of its Subsidiaries is subject which constitutes part of the Cargill Fertilizer Businesses or (iii) subject to the governmental filings and other matters referred to in Section 6.04, a violation or breach of any Law applicable to Cargill or any of its Subsidiaries operating the Cargill Fertilizer Businesses or to the Cargill Fertilizer Businesses, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate (A) have not had and would not reasonably be expected to have a Cargill Material Adverse Effect or (B) would not reasonably be expected to prevent, materially delay or materially impair the ability of Cargill or CFI to perform its obligations under, or to consummate any of the transactions contemplated by, this Agreement.

6.04 Governmental Approvals. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Authority is required by or with respect to Cargill or any of its Subsidiaries operating the Cargill Fertilizer Businesses or the Contributed Subsidiaries in connection with the execution and delivery of this Agreement by Cargill or CFI or the consummation by Cargill, CFI or any other Cargill Contributing Corporation of the Contribution or the other transactions contemplated by this Agreement, except for those required under or in relation to (a) the premerger notification and report form under the HSR Act and applicable filings under foreign competition, merger control or antitrust Laws, (b) the 1933 Act, (c) the 1934 Act, (d) the Certificate of Merger to be filed with the Secretary of State of the State of Delaware and appropriate documents to be filed with the relevant authorities of other states in which IMC is qualified to do business, (e) any appropriate filings with and approvals of the NYSE, (f) any state securities or “blue sky” law, (g) any material Permits (including Environmental Permits) of Cargill or any of its Subsidiaries related to the Cargill Fertilizer Businesses, (h) required and customary filings pursuant to any state environmental transfer statutes and (i) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made individually or in the aggregate would not reasonably be expected to (x) have a Cargill Material Adverse Effect or (y) prevent, materially delay or materially impair the ability of Cargill, CFI or any other Cargill Contributing Corporation to perform its obligations under, or to consummate any of the transactions contemplated by, this Agreement. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (a) through (h) above are referred to herein as “Necessary Cargill Consents.”

(a) Section 6.05(a) of the Cargill Disclosure Schedule contains (i) the audited consolidated balance sheet and statement of operations and cash flows as of and for the year ended May 31, 2003 for the operations of the Cargill Fertilizer Businesses, together with the appropriate notes to such financial statements, accompanied by the report thereon of KPMG LLP, independent public accountants, and (ii) the unaudited combined balance sheet and statement of operations and cash flows as of and for the six-month period ended November 30, 2003 for the operations of the Cargill Fertilizer Businesses (the financial statements referred to in clauses (i) and (ii) are collectively referred to herein as the “Cargill Financial Statements”). The Cargill Financial Statements comply as to form in all material respects with applicable accounting requirements, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the financial condition of the Cargill Fertilizer Businesses as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended (subject, in the case of unaudited statements, to the absence of footnote disclosure and to normal and recurring year-end audit adjustments). For purposes of this Section 6.05(a), the Cargill Financial Statements include the Affiliated CFJVs and the equity interests of the Unaffiliated CFJVs.

(b) Except (i) as set forth in the Cargill Financial Statements, (ii) as incurred in the ordinary course of business since May 31, 2003 and (iii) as may arise out of or in connection with this Agreement and the transactions contemplated hereby, the Cargill Fertilizer Businesses do not have any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that individually or in the aggregate would reasonably be expected to have a Cargill Material Adverse Effect.

(c) Section 6.05(c) of the Cargill Disclosure Schedule lists, and Cargill has delivered to IMC copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC) effected by Cargill or its Subsidiaries relating to the Cargill Fertilizer Businesses since January 1, 2003.

(d) To the knowledge of Cargill without independent investigation, there are no pending or threatened claims, suits, actions or proceedings seeking damages against Cargill or its Subsidiaries involving a material business or facility formerly owned by or used primarily in the Cargill Fertilizer Businesses that would reasonably be expected to result in a Cargill Material Adverse Effect.

6.06 Financial Controls. Cargill will, prior to the Closings, design (i) disclosure controls and procedures to provide that material information relating to the Cargill Fertilizer Businesses is made known to Newco’s management after the Closings and (ii) internal controls over financial reporting to record, process, summarize and report material financial information relating to the Cargill Fertilizer Businesses to Newco after the Closings. Cargill is not aware of any significant deficiencies or material weaknesses existing in the design or operation of the internal controls over financial reporting of the Cargill Fertilizer Businesses that adversely affect Cargill’s ability to record, process, summarize and report to management or the Board of Directors of Cargill material financial information relating to the Cargill Fertilizer Businesses. Since January 1, 2003, no fraud, whether or not material, that involves management or other employees who have a significant role in the preparation of financial reports of the Cargill Fertilizer Businesses, as a whole, has been disclosed to Cargill’s auditors, Board of Directors or executive management.

6.07 Information Supplied. None of the information supplied or to be supplied by Cargill or its Subsidiaries specifically for inclusion or incorporation by reference in (a) the Form S-4 will, at the time the Form S-4 becomes effective under the 1933 Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Proxy Statement will, at the date it is first mailed to the stockholders of IMC and at the time of the IMC Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by Cargill or CFI with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by IMC or Newco specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement.

6.08 Absence of Certain Changes or Events. Since the Cargill Balance Sheet Date, Cargill and its Subsidiaries have conducted the Cargill Fertilizer Businesses only in the ordinary and usual course (except for actions expressly contemplated by Section 8.02 or set forth in Section 8.02 of the Cargill Disclosure Schedule) and there has not been (a) any change, effect, event, occurrence or state of facts that individually or in the aggregate has had or would reasonably be expected to have a Cargill Material Adverse Effect or (b) any change by Cargill in accounting principles or any material accounting practices or methods.

6.09 Litigation. There is no suit, action or proceeding pending or, to the knowledge of Cargill, threatened against Cargill with respect to, or any of its Subsidiaries (including the Contributed Subsidiaries) operating, the Cargill Fertilizer Businesses that would reasonably be expected to result in damages payable by Cargill or any of its Subsidiaries (including the Contributed Subsidiaries) operating the Cargill Fertilizer Businesses in excess of

$2,000,000 or which, when aggregated with other such suits, actions or proceedings would reasonably be expected to result in damages payable by Cargill or any of its Subsidiaries (including the Contributed Subsidiaries) operating the Cargill Fertilizer Businesses in excess of $10,000,000 or prevent or materially delay the consummation of any of the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or order of any Governmental Authority outstanding against, or, to the knowledge of Cargill, pending investigation by any Governmental Authority against, Cargill with respect to, or any of its Subsidiaries (including the Contributed Subsidiaries) operating, the Cargill Fertilizer Businesses that individually or in the aggregate has had or would reasonably be expected to have a Cargill Material Adverse Effect or prevent or materially delay the consummation of any of the transactions contemplated by this Agreement.

(a) Section 6.10(a) of the Cargill Disclosure Schedule contains a correct and complete list of the following Contracts of the Cargill Fertilizer Businesses (each, a “Cargill Material Contract” and, collectively, the “Cargill Material Contracts”): (i) all Contracts with a term lasting for one year or less which requires or may reasonably be expected to involve the payment of more than $10,000,000; and (ii) all Contracts with a term lasting for more than one year which requires or involves the payment of more than $5,000,000 during any twelve-month period thereunder. True and complete copies of all such Cargill Material Contracts have been delivered or have been made available by Cargill to IMC. Each of the Cargill Material Contracts is in full force and effect and constitutes the legal, valid and binding obligation of Cargill or its Subsidiaries, as applicable, and is enforceable in accordance with its respective terms. Neither Cargill nor any of its Subsidiaries nor, to the knowledge of Cargill, any other party is in breach of or in default under any Cargill Material Contract, except for such breaches and defaults as have not had and would not reasonably be expected to have, individually or in the aggregate, a Cargill Material Adverse Effect.

(b) Neither Cargill nor any of its Subsidiaries is party to any agreement containing any provision or covenant directly or explicitly limiting in any material respect the ability of the Cargill Fertilizer Businesses to (i) sell any products or services of or to any other Person, (ii) engage in any line of business or (iii) compete with or to obtain products or services from any Person or limiting the ability of any Person to provide products or services to the Cargill Fertilizer Businesses. For purposes of this Section 6.10(b), “products” shall mean any product which is mined or manufactured by Cargill or any Subsidiary which is offered for sale to Third Parties whether domestically or internationally as part of the Cargill Fertilizer Businesses.

6.11 Compliance with Laws; Permits. Cargill and each of its Subsidiaries is in compliance with all Laws applicable to the Cargill Fertilizer Businesses or the Contributed Subsidiaries, except for instances of noncompliance or possible noncompliance that individually or in the aggregate have not had and would not reasonably be expected to have a Cargill Material Adverse Effect. None of Cargill or any of its Subsidiaries has received, since December 31, 2001, a written notice alleging or relating to a possible violation of any Laws applicable to the Cargill Fertilizer Businesses which violations would, individually or in the aggregate, have a Cargill Material Adverse Effect. Cargill and its Subsidiaries have in effect all material Permits (including Environmental Permits) necessary to carry on the Cargill Fertilizer Businesses as now conducted, and there has occurred no violation of or default (with or without notice or lapse of time or both) under any such Permit, except for violations or defaults that individually or in the aggregate have not had and would not reasonably be expected to have a Cargill Material Adverse Effect. There is no event which has occurred that, to the knowledge of Cargill, would reasonably be expected to result in the revocation, cancellation, non-renewal or adverse modification of any such Permit, other than such revocations, cancellations, non-renewals or modifications that individually or in the aggregate would not reasonably be expected to have a Cargill Material Adverse Effect. The Transactions, in and of themselves, would not cause the revocation, cancellation, non-renewal or adverse modification of any such Permits that individually or in the aggregate would reasonably be expected to have a Cargill Material Adverse Effect.

(a) Cargill and each of its Subsidiaries has timely filed, or has caused to be timely filed on its behalf (taking into account any extension of time within which to file), all material tax returns required to be filed by it with respect to the Cargill Fertilizer Businesses, and all such filed tax returns are, with respect to the Cargill Fertilizer Businesses, correct and complete in all material respects. All taxes shown to be due on such tax returns with respect to the Cargill Fertilizer Businesses have been timely paid.

(b) The most recent Cargill Financial Statements reflect an adequate reserve for all material taxes payable by Cargill and its Subsidiaries with respect to the Cargill Fertilizer Businesses for all taxable periods and portion thereof through the date covered by such financial statements. No material deficiency with respect to taxes has been proposed, asserted or assessed against Cargill or any of its Subsidiaries with respect to the Cargill Fertilizer Businesses that has not been paid in full or fully resolved in favor of the taxpayer.

(c) The U.S. federal income tax returns filed by CFI with respect to the Cargill Fertilizer Businesses and those filed by each of Cargill’s Subsidiaries involved in the Cargill Fertilizer Businesses have been examined by and settled with the IRS (or, to the knowledge of Cargill, the applicable statute of limitations has expired) for all years through May 31, 1988. The Brazilian federal income tax returns with respect to the Cargill Fertilizer Businesses and those filed by each of Cargill’s Subsidiaries involved in the Cargill Fertilizer Businesses have been examined by and settled with the Brazilian tax authorities (or, to the knowledge of Cargill, the applicable statute of limitations has expired), for all years through December 31, 1997. All material assessments for taxes due with respect to such completed and settled examinations or any concluded litigation have been fully paid.

(d) Neither Cargill nor any of its Subsidiaries has any obligation under any tax sharing or tax indemnification agreement (either with any Person or any tax authority) with respect to material taxes relating to the Cargill Fertilizer Businesses.

(e) No audit or other administrative or court proceedings are pending with any taxing authority with respect to any federal, state, provincial or local income or other material taxes of Cargill or any of its Subsidiaries relating to the Cargill Fertilizer Businesses, and no written notice thereof has been received by Cargill or any of its Subsidiaries. No issue has been raised in writing by any taxing authority in any presently pending tax audit that could be material and adverse to the Cargill Fertilizer Businesses for any period after the Effective Date. Neither Cargill nor any of its Subsidiaries has any outstanding agreements, waivers or arrangements, in any such case in writing, extending the statutory period of limitations applicable to any claim for, or the period for the collection or assessment of, any federal, state, provincial or local income or other material taxes relating to the Cargill Fertilizer Businesses.

(f) No written claim that could give rise to material taxes with respect to the Cargill Fertilizer Businesses has been made within the previous five years by a taxing authority in a jurisdiction where Cargill or any of its Subsidiaries does not file tax returns that Cargill or any of its Subsidiaries is or may be subject to taxation in that jurisdiction with respect to the Cargill Fertilizer Businesses.

(g) Cargill has made available to IMC correct and complete copies of (i) all U.S., Brazilian or Canadian federal income tax returns of Cargill and its Subsidiaries relating to the Cargill Fertilizer Businesses for the preceding three taxable years and (ii) any audit report with respect to such taxes issued within the last three years (or otherwise with respect to any audit or proceeding in progress) relating to the Cargill Fertilizer Businesses. To the extent that such tax returns or audit reports do not relate solely to the Cargill Fertilizer Businesses, Cargill has provided the portions of such tax returns and audit reports that relate solely to the Cargill Fertilizer Businesses.

(h) No Liens for taxes exist with respect to any properties or other assets of the Cargill Fertilizer Businesses, except for Liens for taxes not yet due.

(i) All material taxes required to be withheld by Cargill or any of its Subsidiaries with respect to the Cargill Fertilizer Businesses have been withheld and have been or will be duly and timely paid to the proper taxing authority.

(j) Neither Cargill nor any of its Subsidiaries has participated in a “listed transaction” with respect to the Cargill Fertilizer Businesses within the meaning of Treas. Reg. § 1.6011-4(b).

(k) Neither Cargill nor any of its Subsidiaries (i) has been a member of an affiliated group of corporations within the meaning of Section 1504 of the Code, other than each such affiliated group of which it is currently a member or (ii) has any liability for the taxes of any Person (other than Cargill or its Subsidiaries) under Treas. Reg. § 1.1502-6 (or any similar provision of state, provincial, local or foreign law, as a transferee or successor, by contract or otherwise).

6.13 Labor Matters. Neither Cargill nor any of its Subsidiaries is a party to or otherwise bound by any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization affecting or relating to the Cargill Fertilizer Businesses. There are no labor disputes, grievances, labor strikes, slowdowns or stoppages actually pending or, to the knowledge of Cargill, threatened against or affecting the Cargill Fertilizer Businesses, nor have there been any of such events during the past five years, except as would not, individually or in the aggregate, reasonably be expected to have a Cargill Material Adverse Effect.

(a) Except as would not reasonably be expected to have, individually or in the aggregate, a Cargill Material Adverse Effect:

(i) no notice, notification, demand, request for information, citation, summons or order has been received, no complaint has been filed, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review (or any basis therefor) is pending or, to the knowledge of Cargill, is threatened in writing by any Governmental Authority or other Person relating to or arising out of any Environmental Law applicable to the Cargill Fertilizer Businesses;

(ii) the Cargill Fertilizer Businesses are and have been in compliance with all Environmental Laws and all Environmental Permits; and

(iii) there are no liabilities of or relating to Cargill or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise arising under or relating to any Environmental Law applicable to the Cargill Fertilizer Businesses and there are no facts, conditions, situations or set of circumstances that could reasonably be expected to result in or be the basis for any such liability.

(b) For purposes of this Section 6.14, the terms “Cargill” and “Subsidiaries” shall include any entity that is, in whole or in part, a predecessor of Cargill or any of its Subsidiaries.

(a) Cargill and/or each of its Subsidiaries owns, or is licensed or otherwise possesses legally enforceable rights to use, all patents, trademarks, trade names, service marks, copyrights, any applications for the foregoing, technology, know-how, computer software programs or applications, and proprietary information or materials that are used in the Cargill Fertilizer Businesses as currently conducted, except for any such failures to own, be licensed or possess that would not, individually or in the aggregate, reasonably be expected to have a Cargill Material Adverse Effect, and to the knowledge of Cargill, all patents and registered trademarks, trade names, service marks and copyrights owned by Cargill and/or its Subsidiaries that are used in the Cargill Fertilizer Businesses and included in the Contributed Subsidiaries are valid and subsisting.

(b) Except as would not, individually or in the aggregate, reasonably be expected to have a Cargill Material Adverse Effect:

(i) Cargill is not, nor will it be as a result of the execution and delivery of this Agreement or the performance of its obligations hereunder, in violation of any licenses, sublicenses and other agreements as to which Cargill or any of its Subsidiaries is a party, which are used in the Cargill Fertilizer Businesses, and pursuant to which Cargill or any of its Subsidiaries is authorized to use any Third-Party Intellectual Property Rights;

(ii) no claims with respect to (A) the patents, registered and material unregistered trademarks and service marks, registered copyrights, trade names, and any applications therefor owned by Cargill or any of its Subsidiaries and included with the Contributed Subsidiaries (the “Cargill Intellectual Property Rights”), (B) any material trade secret owned by Cargill or any of its Subsidiaries and included within the Contributed Subsidiaries, or (C) to the knowledge of Cargill, Third-Party Intellectual Property Rights licensed to Cargill or any of its Subsidiaries and included within the Contributed Subsidiaries, are currently pending or are threatened in writing by any Person;

(iii) to the knowledge of Cargill, there are no valid grounds for any bona fide claims (A) to the effect that the sale or licensing of any product as now sold or licensed by the Cargill Fertilizer Businesses, infringes on any copyright, patent, trademark, service mark or trade secret of any other Person; (B) against the use by Cargill or any of its Subsidiaries of any trademarks, trade names, trade secrets, copyrights, patents, technology, know-how or computer software programs and applications used in the Cargill Fertilizer Businesses as currently conducted; (C) challenging the ownership or validity of any Cargill Intellectual Property Rights or other material trade secret owned by Cargill; or (D) challenging the license or right to use any Third-Party Intellectual Rights by Cargill or any of its Subsidiaries; and

(iv) to the knowledge of Cargill, there is no unauthorized use, infringement or misappropriation or any of Cargill Intellectual Property Rights by any Person, including any employee or former employee of Cargill or any of its Subsidiaries.

6.16 Indebtedness. Except (i) the Embedded Debt or (ii) the indebtedness expressly permitted pursuant to Section 8.06, there is, and at the Effective Date there will be, no indenture, mortgage, promissory note, loan agreement or other commitment providing for, or relating to, the incurrence of indebtedness for borrowed money, other than short-term borrowings in the ordinary course of the Cargill Fertilizer Businesses which may be incurred prior to the Effective Time by the Cargill Fertilizer Businesses solely for working capital purposes.

6.17 Real Property. The real property owned or leased by Cargill and its Subsidiaries to be included in the Contributed Subsidiaries is sufficient for the operation of the Cargill Fertilizer Businesses as currently conducted, in all material respects.

6.18 Insurance. All insurance policies carried by Cargill or its Subsidiaries and covering the Cargill Fertilizer Businesses are in full force and effect, and no notice of cancellation with respect such insurance policies has been received by Cargill or any of its Subsidiaries, except with respect to any cancellations or terminations that, individually or in the aggregate, would not reasonably be expected to have a Cargill Material Adverse Effect.

6.19 Sufficiency of Contributed Assets. Except for the Cargill Retail Fertilizer Businesses and as disclosed in Section 6.19 of the Cargill Disclosure Schedule, the Cargill Fertilizer Assets constitute all or substantially all of the assets (a) primarily used in the Cargill Fertilizer Businesses and (b) necessary to operate the Cargill Fertilizer Businesses in substantially the same manner as they were operated prior to the Effective Date; provided, however, that, after the Closings, Newco may not have access to all of the services currently provided by Cargill and its Affiliates to the Cargill Fertilizer Businesses.

6.20 Affiliate Transactions. Section 6.20 of the Cargill Disclosure Schedule sets forth (a) a description of all material services provided by Cargill or any of its Subsidiaries to the Cargill Fertilizer Businesses utilizing assets

not to be contributed, assigned, conveyed or transferred to the Contributed Subsidiaries, and the manner in which the costs of providing such services have been allocated to the Cargill Fertilizer Businesses, and (b) a description of all material services provided by the Cargill Fertilizer Businesses to the operations of Cargill or any of its Subsidiaries other than the Cargill Fertilizer Businesses utilizing assets to be contributed, assigned, conveyed or transferred to the Contributed Subsidiaries, and the manner in which the Cargill Fertilizer Businesses have been compensated for the costs of providing such services.

6.21 Brokers and Other Advisors. No broker, investment banker, financial advisor or other similar Person, other than Merrill Lynch & Co., the fees and expenses of which will be paid by Cargill (and not by any of the Contributed Subsidiaries) in accordance with Cargill’s agreements with such firm, is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission, or the reimbursement of expenses, in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Cargill or its Subsidiaries.

6.22 Tax Treatment. Neither Cargill nor any of its Subsidiaries has taken any action, has failed to take any action or has knowledge of any fact or circumstance that would reasonably be likely to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code or the Merger and the Contribution, when considered together, from qualifying as a tax-free transaction under Section 351 of the Code.

6.23 No Vote Required. No vote or other action of the stockholders of Cargill is required by Law, the Certificate of Incorporation of Cargill, as amended, or the Bylaws of Cargill, as amended, or otherwise in order for Cargill and CFI to consummate the Contribution and the other transactions contemplated hereby.

6.24 Unaffiliated CFJVs. Notwithstanding anything herein to the contrary, and regardless of whether otherwise included in the definition of Cargill Fertilizer Businesses, Cargill Contributing Corporations, Contributed Subsidiaries or Subsidiary, to the extent that any of the representations and warranties set forth in this Article VI or elsewhere in this Agreement pertain to, include or could be deemed to include any Unaffiliated CFJV, Cargill makes such representations and warranties only to the actual knowledge of the individuals identified on Section 6.24 of the Cargill Disclosure Schedule, without any independent investigation by any of such persons.

Except as expressly contemplated by this Agreement, Newco represents and warrants to IMC, Cargill and CFI as follows:

(a) Each of Newco and GNS Acquisition Corp. is an entity duly organized, validly existing and in good standing under the jurisdiction in which it is formed and has all requisite corporate power and authority to carry on its business as now being conducted. Each of Newco and GNS Acquisition Corp. is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction in which the conduct of its business or the ownership, leasing or operation of the properties constituting the Cargill Fertilizer Businesses makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed individually or in the aggregate has not had and would not reasonably be expected to have a Newco Material Adverse Effect.

(b) For purposes of this Agreement, “Newco Material Adverse Effect” shall mean any change, effect, event, occurrence or state of facts that is materially adverse to the business, properties, financial condition or results of operations of Newco and its Subsidiaries, taken as a whole, provided, that none of the following shall be deemed in and of themselves to constitute, and none of the following shall be taken into account in determining whether there has been (or whether there is reasonably expected to be), a Newco Material Adverse Effect: any change,

effect, event, occurrence or state of facts relating to, caused by or resulting from (i) the United States or any international economy or the United States or international financial markets in general or (ii) the announcement of this Agreement or the transactions contemplated hereby.

7.02 Subsidiaries. Except for the capital stock of GNS Acquisition Corp. owned by Newco, neither Newco nor GNS Acquisition Corp. owns, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity or voting interests in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any Person.

(a) The authorized capital stock of Newco consists of 1,000 shares of Newco Common Stock. As of the date of this Agreement, (i) 1,000 shares of Newco Common Stock are issued and outstanding, (ii) 335 shares of Newco Common Stock are owned by IMC, and (iii) 665 shares of Newco Common Stock are owned by Cargill. All outstanding shares of capital stock of Newco are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Newco does not have issued or outstanding any options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Newco to issue, transfer or sell any shares to any Person, other than pursuant to this Agreement.

(b) The authorized capital stock of GNS Acquisition Corp. consists of 1,000 shares of common stock, par value $0.01 per share. All of such issued and outstanding shares are owned by Newco. GNS Acquisition Corp. does not have issued or outstanding any options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating GNS Acquisition Corp. to issue, transfer or sell any shares to any Person, other than pursuant to this Agreement.

(a) Each of Newco and GNS Acquisition Corp. has all requisite corporate power and authority to enter into and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Newco and GNS Acquisition Corp., and no other corporate proceedings on the part of Newco or GNS Acquisition Corp. are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Newco and GNS Acquisition Corp. and, assuming the due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid and binding obligation of Newco and GNS Acquisition Corp., enforceable against Newco and GNS Acquisition Corp. in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, solvency, fraudulent transfer, reorganization, moratorium and other similar Laws affecting creditors’ rights generally from time to time in effect and by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law)).

(b) The execution and delivery of this Agreement do not, and the consummation of the Merger, the Contribution and the other transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien on any of the properties or other assets of Newco under, (i) the certificate of incorporation or bylaws of Newco or (ii) subject to the governmental filings and other matters referred to in Section 7.05, any Law applicable to Newco, other than, in the case of clause (ii), any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate (A) have not had and would not reasonably be expected to have a Newco Material Adverse Effect, or (B) would not reasonably be expected to prevent, materially delay or materially impair the ability of Newco or GNS Acquisition Corp. to perform its obligations under, or to consummate any of the transactions contemplated by, this Agreement.

7.05 Governmental Approvals. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Authority is required by or with respect to Newco or GNS Acquisition Corp. in connection with the execution and delivery of this Agreement by Newco or GNS Acquisition Corp. or the consummation by Newco or GNS Acquisition Corp. of the transactions contemplated by this Agreement, except for those required under or in relation to (a) the premerger notification and report form under the HSR Act and applicable filings under foreign competition, merger control or antitrust Laws, (b) the 1933 Act, (c) the 1934 Act, (d) the Certificate of Merger to be filed with the Secretary of State of the State of Delaware and appropriate documents to be filed with the relevant authorities of other states in which IMC is qualified to do business, (e) any appropriate filings with and approvals of the NYSE, (f) any state securities or “blue sky” law, (g) any material Permits (including Environmental Permits) of Newco or GNS Acquisition Corp., (h) required and customary filings pursuant to any state environmental transfer statutes and (i) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made individually or in the aggregate would not reasonably be expected to (x) have a Newco Material Adverse Effect or (y) prevent, materially delay or materially impair the ability of Newco or GNS Acquisition Corp. to perform its obligations under, or to consummate any of the transactions contemplated by, this Agreement. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (a) through (h) above, together with the Necessary IMC Consents and the Necessary Cargill Consents, are referred to herein as the “Necessary Consents.”

7.06 Information Supplied. None of the information supplied or to be supplied by Newco specifically for inclusion or incorporation by reference in (a) the Form S-4 will, at the time the Form S-4 becomes effective under the 1933 Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Proxy Statement will, at the date it is first mailed to the stockholders of IMC and at the time of the IMC Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by Newco with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by IMC or Cargill specifically for inclusion or incorporation by reference therein.

7.07 Litigation. There is no suit, action or proceeding pending or threatened against Newco or any of its Subsidiaries, nor is there any judgment, decree, injunction, rule or order of any Governmental Authority or arbitrator outstanding against, or investigation by any Governmental Authority involving, Newco or any of its Subsidiaries which would reasonably be likely to have a Newco Material Adverse Effect or materially impair the long-term benefits sought to be derived from the Transactions.

7.08 Brokers and Other Advisors. No broker, investment banker, financial advisor or other similar Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission, or the reimbursement of expenses, in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Newco or its Subsidiaries.

7.09 No Business Activities. Neither Newco nor GNS Acquisition Corp. has conducted any activities other than in connection with the organization of Newco and GNS Acquisition Corp., the negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby.

7.10 Tax Treatment. Neither Newco nor GNS Acquisition Corp. has taken any action, has failed to take any action or has knowledge of any fact or circumstance that would reasonably be likely to prevent the Merger from qualifying as a reorganization under Section 368(a) of the Code or the Merger and the Contribution, when considered together, from qualifying as a tax-free transaction under Section 351 of the Code.

8.01 Conduct of Business by IMC. Except as disclosed in Section 8.01 of the IMC Disclosure Schedule, from the date hereof until the Effective Time, IMC and its Subsidiaries shall conduct their business in the ordinary course consistent with past practices and shall use all reasonable efforts to preserve intact their business organizations and relationships with Third Parties and to keep available the services of their present officers and employees. For purposes of this Section 8.01, (i) the term “Subsidiary” includes any “Subsidiary” as defined in the IMC Credit Agreements and (ii) with respect to the IMC Unaffiliated JVs, IMC’s obligation under this Section 8.01 shall be limited to using good faith efforts to exercise or enforce contractual rights, if any such contractual rights exist, with respect to any IMC Unaffiliated JV in such manner as is consistent with IMC’s obligations under this Section 8.01; provided, however, that Cargill understands and acknowledges that, notwithstanding the foregoing, IMC may not have the legal right or power to cause any such IMC Unaffiliated JV to act in accordance with this Section 8.01. Without limiting the generality of the foregoing, and except (i) to the extent that Cargill shall otherwise agree in writing (which consent shall not be unreasonably withheld or delayed), (ii) with respect to any asset transfers between IMC and Cargill or their respective Affiliates, (iii) as expressly contemplated in this Agreement or (iv) as set forth in Section 8.01 of the IMC Disclosure Schedule, from the date hereof until the Effective Date:

(a) IMC shall not adopt or propose any change to the IMC Certificate or IMC Bylaws.

(b) IMC shall not, and shall not permit any of its Subsidiaries to, adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other material reorganization of IMC or any of its Subsidiaries except for (i) a liquidation or dissolution of a wholly owned Subsidiary of IMC or a merger or consolidation between wholly owned Subsidiaries of IMC or of any wholly owned Subsidiary into IMC, (ii) any such plan or agreement of merger or exchange required by or reasonably necessary to effectuate the PLP Unit Exchange or (iii) any such plan or agreement required by or reasonably necessary to effectuate the Transactions.

(c) IMC shall not, and shall not permit any of its Subsidiaries to, make any equity investment in or acquisition of any Person or any amount of assets material to IMC and its Subsidiaries on a consolidated basis, except for (i) capital expenditures (A) permitted by Section 8.01(h), (B) required by Law or Governmental Authorities or (C) incurred in connection with the repair or replacement of facilities destroyed or damaged due to casualty or accident (whether or not covered by insurance), (ii) equity investments in or capital contributions to any wholly owned Subsidiary of IMC, (iii) investment activities in the ordinary course of business consistent with past practices, (iv) the acquisition of PLP Units in connection with the PLP Unit Exchange and any investment in any Subsidiary of IMC reasonably necessary to effectuate the PLP Unit Exchange, (v) any such investment or acquisition which would be permitted under the terms of the IMC Credit Agreements and the IMC Indentures as they exist on the date hereof, (vi) investments in and other transactions contemplated in connection with Big Bend Transfer Company and the agreements between CF Industries Inc. and affiliates of IMC and Cargill in connection therewith or (vii) any other investments or acquisitions not described in clauses (i)-(vi) of this Section 8.01(c) in an aggregate principal amount not to exceed $5,000,000.

(d) IMC shall not, and shall not permit any of its Subsidiaries to, sell, lease, license or otherwise dispose of any assets material to IMC and its Subsidiaries on a consolidated basis, except (i) in the ordinary course of business consistent with past practices, (ii) pursuant to Contracts or commitments in existence on the date hereof, (iii) any sales of accounts receivable of the type permitted by the IMC Indentures or the IMC Credit Agreements, (iv) any sale of all or substantially all of the IMC Salt Business Unit, (v) any sale of all or substantially all of the IMC Chemicals Business Unit, (vi) any disposition of obsolete equipment or assets being replaced, in each case in the ordinary course of business consistent with past practices, (vii) any such sale, lease, license or other disposition which would be permitted under the terms of the IMC Credit Agreements and the IMC Indentures as they exist on the date hereof, (viii) sales of land and/or warehouse facilities consistent with past practices in an

aggregate amount not to exceed $5,000,000 or (ix) any other sales, leases, licenses or other dispositions not described in clauses (i)-(viii) of this Section 8.01(d) in an aggregate amount not to exceed $5,000,000.

(e) IMC shall not, and shall not permit any of its Subsidiaries to, (i) other than in the case of any direct or indirect wholly owned Subsidiary of IMC, split, combine, subdivide or reclassify any shares of capital stock or (ii) declare, set aside or pay any dividend or other distribution payable in cash, stock or property with respect to its capital stock (other than, with respect to clause (ii), (A) dividends or other distributions with respect to equity interests by its direct or indirect Subsidiaries, (B) regular quarterly cash dividends paid by IMC on the IMC Common Stock not in excess of $0.02 per share per quarter (appropriately adjusted to reflect any stock dividends, subdivisions, splits, combinations or other similar events relating to IMC Common Stock), with usual record and payment dates and in accordance with IMC’s past dividend policy, or (C) dividends on the IMC Preferred Stock not in excess of $0.9375 (or the equivalent amount of IMC Common Stock) per share per quarter).

(f) Except as set forth in Section 9.02, IMC shall not, and shall not permit any of its Subsidiaries to, (i) issue, sell, transfer, pledge or dispose of any shares of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of capital stock of any class or series of IMC or its Subsidiaries (other than (A) issuances pursuant to stock options or stock-based awards granted pursuant to an IMC Stock Plan and outstanding on the date hereof or granted pursuant to clause (B) below, (B) additional stock options or stock-based awards granted in the ordinary course consistent with past practices pursuant to any IMC Stock Plan as in effect on the date hereof, (C) issuances by any Subsidiary of IMC to IMC or to any Subsidiary of IMC, (D) issuances of IMC Common Stock required to consummate the PLP Unit Exchange, or (E) issuances of IMC Common Stock in connection with the payment of dividends on the IMC Preferred Stock not in excess of the amount of IMC Common Stock equivalent to $0.9375 per share per quarter, (F) issuances of IMC Common Stock upon conversion of shares of IMC Preferred Stock pursuant to their terms or (G) the creation, incurrence or permitting to exist of any Lien upon such securities by any Subsidiary of IMC) or (ii) reduce the exercise or conversion price, extend the term or otherwise modify in any material respect the terms of any such securities of IMC or any Subsidiary of IMC.

(g) IMC shall not, and shall not permit any of its Subsidiaries to, redeem, purchase or otherwise acquire directly or indirectly any of IMC’s capital stock (other than (i) shares of IMC Common Stock solely for purposes of consummating the PLP Unit Exchange or (ii) share repurchases in the ordinary course of business necessary to fund the IMC Stock Plans).

(h) IMC shall not, and shall not permit any of its Subsidiaries to, make or commit to make any capital expenditures that are material to IMC and its Subsidiaries on a consolidated basis, except (i) in the ordinary course of business consistent with past practices in aggregate amount not in excess of $125,000,000 or (ii) as required by Law or Governmental Authorities.

(i) IMC shall not, and shall not permit any of its Subsidiaries to, (i) incur or assume any long-term or short-term debt or issue any debt securities, (ii) make any loans or advances to or debt investments in, or assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for obligations of, any other Person or (iii) pledge or otherwise encumber shares of capital stock of IMC, except, in the case of clause (i) or (ii), (A) short-term borrowings incurred in the ordinary course of business consistent with past practice, (B) letters of credit obtained in the ordinary course of business consistent with past practice or the refinancing of existing letters of credit under the IMC Credit Agreements, (C) borrowings made in connection with the refunding of existing indebtedness (x) at maturity or upon mandatory final redemption or (y) at a lower cost of funds, (D) borrowings to finance capital expenditures or acquisitions permitted pursuant to this Agreement, (E) as otherwise would be permitted under the terms of the IMC Credit Agreements and the IMC Indentures as they exist on the date hereof, (F) continuation of guarantees existing as of the date of this Agreement, (G) loans or advances to or debt investments in Subsidiaries of IMC or in IMC by its Subsidiaries, (H) any Subsidiary of IMC assuming, guaranteeing, endorsing or otherwise becoming liable or responsible

(whether directly, contingently or otherwise) for obligations of IMC or any other Subsidiary of IMC, or (I) borrowings in an amount sufficient to refinance, if necessary, IMC’s 6.55% bonds due January 14, 2005 and 7.625% bonds due November 1, 2005.

(j) Except as may be required by Law or by existing agreements or arrangements, IMC shall not, and shall not permit any of its Subsidiaries to, increase in any manner the compensation or benefits under any IMC Employee Plan or IMC International Plan of any director, employee or independent contractor or pay any benefit or compensation not required by any plan and arrangement as in effect as of the date hereof (including, the granting of stock options, stock appreciation rights or other stock-based award), other than (i) increases in salary or performance bonuses in the ordinary course of business consistent with past practices and in light of actual performance, or (ii) arrangements for newly hired individuals that are consistent with existing policies and practices.

(k) IMC shall not, and shall not permit any of its Subsidiaries to, enter into any agreement that limits or otherwise restricts in any material respect IMC or any of its Subsidiaries (or, following completion of the Merger, Newco or any of its Subsidiaries) or any successor thereto, from engaging or competing in any line of business or in any geographical area.

(l) IMC shall not, and shall not permit any of its Subsidiaries to, pay, discharge, settle or satisfy any claim, liability or obligation, other than (i) in the ordinary course of business for amounts not in excess of $12,500,000 in the aggregate, (ii) pursuant to existing contractual obligations or (iii) the payment, discharge, settlement or satisfaction by any Subsidiary of IMC of any loans or advances from IMC or any other Subsidiary of IMC.

(m) Except (i) as may be required by Law, (ii) as a result of a change in GAAP subsequent to the date hereof, (iii) related to or arising out of the sale of the IMC Chemicals Business Unit or the IMC Salt Business Unit, or (iv) related to or arising out of the PLP Unit Exchange, IMC shall not, and shall not permit any of its Subsidiaries to, materially revalue any of its material assets, make, change or revoke any material tax election or change its method of accounting if such change would materially adversely affect its or any of its Subsidiaries’ taxes payable or would change its fiscal year.

(n) Except as may be required by Law, IMC shall not, and shall not permit any of its Subsidiaries to, settle any material audit with respect to taxes or file any amended tax return that would materially alter the tax obligation of IMC or any of its Subsidiaries.

(o) IMC shall, and shall cause all of its Subsidiaries to (i) timely file or cause to be filed all tax returns that IMC or any of its Subsidiaries are required to file, (ii) prepare and file any such tax return consistent with past practice and (iii) timely pay or cause to be paid all taxes that are due and owing by IMC or any of its Subsidiaries.

(p) IMC shall not, and shall not permit any of its Subsidiaries to, adopt, enter into, amend or otherwise modify any collective bargaining agreement or other labor union contract applicable to the employees of IMC or any of its Subsidiaries, except such agreements or contracts entered into in the ordinary course of business.

(q) IMC shall not, and shall not permit any of its Subsidiaries to, fail to use commercially reasonable efforts to maintain existing insurance policies or comparable replacement policies to the extent available for a reasonable cost.

(r) IMC shall use commercially reasonable efforts not to, and shall use commercially reasonable efforts not to permit any of its Subsidiaries to, take any action (including any action otherwise permitted by this Section 8.01) that would prevent or impede the Merger from qualifying as a reorganization under Section 368(a) of the Code or the Merger and the Contribution, when considered together, from qualifying as a tax-free transaction under Section 351 of the Code.

(s) IMC shall not, and shall not permit any of its Subsidiaries to, intentionally take any action (i) that would make any representation or warranty of IMC hereunder inaccurate at, or as of any time prior to the Effective Date, subject to such exceptions as would not, individually or in the aggregate, reasonably be expected to have an IMC Material Adverse Effect or (ii) that would, or would reasonably be expected to, result in any of the conditions to the Transactions set forth in Article X not being satisfied.

(t) Except as contemplated or permitted pursuant to this Agreement, IMC shall not, and shall not permit its Subsidiaries to, enter into any agreement relating to any acquisition, merger, consolidation or purchase that would reasonably be expected to (A) impose any material delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Authority necessary to consummate the Transactions or the expiration or termination of any applicable waiting period, (B) significantly increase the risk of any Governmental Authority entering an order prohibiting the consummation of the Transactions or (C) significantly increase the risk of not being able to remove any such order on appeal or otherwise.

(u) IMC shall not, and shall not permit any of its Subsidiaries to, amend, modify or seek a waiver with respect to the terms of the IMC Credit Agreements or IMC Indentures; provided, however, that IMC may seek an amendment, modification or waiver if the result of obtaining such amendment, modification or waiver will not materially impair the operations of IMC or materially increase the cost of borrowing to IMC.

(v) IMC shall not, and shall not permit any of its Subsidiaries to, authorize or enter into an agreement to do any of the foregoing.

8.02 Conduct of Business by Cargill. Except as disclosed in Section 8.02 of the Cargill Disclosure Schedule, from the date hereof until the Effective Date, Cargill and its Subsidiaries shall conduct the Cargill Fertilizer Businesses in the ordinary course consistent with past practices and shall use all reasonable efforts to preserve intact their business organizations and relationships with Third Parties and to keep available the services of their present officers and employees. For purposes of this Section 8.02, to the extent that the term, “Cargill Fertilizer Businesses,” or “Contributed Subsidiary” pertains to, includes or could be deemed to include any Unaffiliated CFJVs, Cargill’s obligation under this Section 8.02 shall be limited to using good faith efforts to exercise or enforce contractual rights, if any such contractual rights exist, with respect to any Unaffiliated CFJV in such a manner as is consistent with Cargill’s obligations under this Section 8.02; provided, however, that IMC understands and acknowledges that, notwithstanding the foregoing, Cargill may not have the legal right or power to cause any such Unaffiliated CFJV to act in accordance with this Section 8.02. Without limiting the generality of the foregoing, and except (i) to the extent that IMC shall otherwise agree in writing (which consent shall not be unreasonably withheld or delayed), (ii) with respect to any asset transfers between IMC and Cargill or their respective Affiliates, (iii) as expressly contemplated in this Agreement (including, without limitation, Section 8.06) or (iv) as set forth in Section 8.02 of the Cargill Disclosure Schedule, from the date hereof until the Effective Date, and, in all cases, with respect solely to the Cargill Fertilizer Businesses:

(a) Cargill shall not, and shall not permit any of its Subsidiaries to make any equity investment in or acquisition of any Person or any amount of assets material to Cargill and its Subsidiaries on a consolidated basis, except for (i) capital expenditures (A) permitted by Section 8.02(c), or (B) incurred in connection with the repair or replacement of facilities destroyed or damaged due to casualty or accident (whether or not covered by insurance), (ii) equity investments in or capital contributions to any wholly owned Subsidiary of Cargill, (iii) investment activities in the ordinary course of business consistent with past practices, (iv) the acquisition of the assets comprising the Wingate Creek Mine in Manatee County, Florida or (v) any other investments or acquisitions not described in clauses (i)-(iv) of this Section 8.02(a) in an aggregate principal amount not to exceed $20,000,000.

(b) Cargill shall not, and shall not permit any of its Subsidiaries to, sell, lease, license or otherwise dispose of any assets material to the Cargill Fertilizer Businesses on a consolidated basis, except (i) in the ordinary

course of business consistent with past practices, (ii) pursuant to Contracts or commitments in existence on the date hereof, (iii) any disposition of obsolete equipment or assets being replaced, in each case in the ordinary course of business consistent with past practices or (iv) any other sales, leases, licenses or other dispositions not described in clauses (i)-(iii) of this Section 8.02(b) in an aggregate principal amount not to exceed $5,000,000.

(c) Cargill shall not, and shall not permit any of its Subsidiaries to, make or commit to make any capital expenditures with respect to the Cargill Fertilizer Businesses that are material to the Cargill Fertilizer Businesses on a consolidated basis, except (i) the expansion of Cargill’s South Ft. Meade Mine in Polk and Hardee Counties, Florida, (ii) the retrofit of the TECO II barge to transport molten sulphur, (iii) in the ordinary course of business consistent with past practices in an aggregate amount not in excess of $125,000,000, or (iv) as required by Law or Governmental Authorities.

(d) Cargill shall not, and shall not permit any of its Subsidiaries to, (i) incur or assume any long-term or short-term debt or issue any debt securities to be transferred to Newco as part of the Contributed Subsidiaries (other than issuances of commercial paper or borrowings, in the ordinary course of business consistent with past practices) or (ii) make any loans or advances to or debt investments in, or assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for obligations of, any other Person to be transferred to Newco, except, in each case, (A) short-term borrowings incurred in the ordinary course of business consistent with past practice for working capital purposes, (B) letters of credit obtained in the ordinary course of business consistent with past practice, (C) borrowings made in connection with the refunding of existing indebtedness (x) at maturity or upon mandatory final redemption or (y) at a lower cost of funds, (D) borrowings to finance capital expenditures or acquisitions permitted pursuant to this Agreement, (E) continuation of guarantees existing as of the date of this Agreement, (F) loans or advances to or debt instruments in Subsidiaries of Cargill or (G) refinancings of the Embedded Debt.

(e) Except as may be required by Law or by existing agreements or arrangements, Cargill shall not, and shall not permit any of its Subsidiaries to, increase in any manner the compensation or benefits of any director, employee or independent contractor of any business constituting a part of the Cargill Fertilizer Businesses or pay any benefit or compensation to any such individual not required by any plan and arrangement as in effect as of the date hereof (including, the granting of stock options, stock appreciation rights or other stock-based award), other than (i) increases in salary or performance bonuses consistent with past practices in light of actual performance or (ii) arrangements for newly hired individuals that are consistent with existing policies and practices.

(f) Cargill shall not, and shall not permit any of its Subsidiaries to, enter into any agreement that limits or otherwise restricts in any material respect the Cargill Fertilizer Businesses (or, following completion of the Contribution, Newco, IMC or any of their respective Subsidiaries) or any successor thereto, from engaging or competing in any line of business or in any geographical area.

(g) Cargill shall not, and shall not permit any of its Subsidiaries to, pay, discharge, settle or satisfy any claim, liability or obligation using any of the Contributed Assets, other than (i) claims, liabilities or obligations of the Cargill Fertilizer Businesses in the ordinary course of business for amounts not in excess of $12,500,000 in the aggregate or (ii) pursuant to existing contractual obligations.

(h) Except (i) as may be required by Law, (ii) as a result of a change in GAAP subsequent to the date hereof, or (iii) with respect to the Cargill Retained Taxes, Cargill shall not, and shall not permit any of its Subsidiaries to, materially revalue any of the material assets of the Cargill Fertilizer Businesses, make, change or revoke any material tax election or change its method of accounting if such change would materially adversely affect taxes payable by the Cargill Fertilizer Businesses for periods subsequent to the Effective Time or would change its fiscal year.

(i) Except as may be required by Law or with respect to the Cargill Retained Taxes, Cargill shall not, and shall not permit any of its Subsidiaries to, settle any material audit with respect to taxes of the Cargill Fertilizer

Businesses or file any amended tax return with respect to the Cargill Fertilizer Businesses that would materially alter the tax obligation of Cargill or any of its Subsidiaries with respect to the Cargill Fertilizer Businesses for periods subsequent to the Effective Time.

(j) Cargill shall, and shall cause all of its Subsidiaries to, (i) timely file or cause to be filed all tax returns relating to the Cargill Fertilizer Businesses that Cargill or any of its Subsidiaries are required to file, (ii) except for Cargill Retained Taxes, prepare and file any such tax return consistent with past practice and (iii) timely pay or cause to be paid all taxes that are due and owing by Cargill or any of its Subsidiaries with respect to the Cargill Fertilizer Businesses.

(k) Cargill shall not, and shall not permit any of its Subsidiaries to, adopt, enter into, amend or otherwise modify any collective bargaining agreement or other labor union contract applicable to the employees of the Cargill Fertilizer Businesses, except such agreements or contracts entered into in the ordinary course of business.

(l) Cargill shall not, and shall not permit any of its Subsidiaries to, fail to use commercially reasonable efforts to maintain existing insurance policies or comparable replacement policies covering the Cargill Fertilizer Businesses to the extent available for a reasonable cost.

(m) Cargill shall use commercially reasonable efforts not to, and shall use commercially reasonable efforts not to permit any of its Subsidiaries to, take any action (including any action otherwise permitted by this Section 8.02) that would prevent or impede the Merger from qualifying as a reorganization under Section 368(a) of the Code or the Merger and the Contribution, when considered together, from qualifying as a tax-free transaction under Section 351 of the Code.

(n) Cargill shall not, and shall not permit any of its Subsidiaries to, intentionally take any action (i) that would make any representation or warranty of Cargill or CFI hereunder inaccurate at, or as of any time prior to the Effective Date, subject to such exceptions as would not, individually or in the aggregate, reasonably be expected to have a Cargill Material Adverse Effect or (ii) that would, or would reasonably be expected to, result in any of the conditions to the Transactions set forth in Article X not being satisfied.

(o) Except as contemplated or permitted pursuant to this Agreement, Cargill shall not, and shall not permit its Subsidiaries to, enter into any agreement relating to any acquisition, merger, consolidation or purchase that would reasonably be expected to (A) impose any material delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Authority necessary to consummate the Transactions or the expiration or termination of any applicable waiting period, (B) significantly increase the risk of any Governmental Authority entering an order prohibiting the consummation of the Transactions or (C) significantly increase the risk of not being able to remove any such order on appeal or otherwise.

(p) Cargill shall not, and shall not permit any of its Subsidiaries to, authorize or enter into an agreement to do any of the foregoing.

8.03 Control of Other Party’s Business. Nothing contained in this Agreement shall give Cargill, directly or indirectly, the right to control or direct IMC’s operations or give IMC, directly or indirectly, the right to control or direct Cargill’s operations, in each case, prior to the Effective Date. Prior to the Effective Date, each of IMC and Cargill shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its respective operations.

8.04 No Solicitation by IMC. IMC shall not, nor shall it authorize or permit any of its Subsidiaries, any of its or their respective directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other advisor, agent or representative retained by IMC or any Subsidiary of IMC in connection with the transactions contemplated by this Agreement (collectively, “IMC Representatives”) to, directly or

indirectly through another Person, (i) solicit, initiate, cause, knowingly encourage, or knowingly facilitate any inquiries or the making of any proposal that constitutes or is reasonably likely to lead to an IMC Takeover Proposal or (ii) participate in any discussions or negotiations regarding any IMC Takeover Proposal (other than to inform such Person of the restrictions set forth in this Section 8.04), or furnish to any Person any information in connection with or in furtherance of any IMC Takeover Proposal. IMC shall, and shall cause its Subsidiaries and instruct the IMC Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any Person other than Cargill conducted heretofore with respect to any IMC Takeover Proposal and request the prompt return or destruction of all confidential information of IMC or any IMC Subsidiary previously furnished to such Person. Nothing contained in this Agreement shall prevent IMC or its Board of Directors (or any committee thereof) from (A) complying with Rule 14e-2 or Rule 14d-9 under the 1934 Act or making any required disclosure to the stockholders of IMC related thereto; (B) furnishing information in response to a request therefor by a Person who has made an unsolicited bona fide written IMC Takeover Proposal after the date hereof if IMC receives from such Person so requesting such information a customary confidentiality agreement not less restrictive of such Person than the Confidentiality Agreement and provided that all such information (to the extent that such information has not been previously provided to Cargill) is provided to Cargill prior to or substantially concurrent with the time it is provided to such Person; (C) participating in any discussions or negotiations with any Person (or its representatives) who has made an unsolicited bona fide written IMC Takeover Proposal after the date hereof; or (D)(i) withdrawing or modifying (including in a manner adverse to Cargill), or proposing to so withdraw or modify, the approval, recommendation or declaration of advisability by the Board of Directors of IMC (or any committee thereof) of this Agreement or the Merger or (ii) recommending, adopting or approving, or proposing publicly to recommend, adopt or approve (including for purposes of Section 203 of the DGCL), any IMC Takeover Proposal (any action described in this clause (D) being referred to as an “IMC Adverse Recommendation Change”), if and only to the extent that (1) in each such case referred to in clause (B), (C) or (D) above, the Board of Directors of IMC determines in good faith after consultation with outside counsel that failure to do so would be inconsistent with its fiduciary duties under applicable Law and (2) in the case referred to in clause (C) or (D) above, the Board of Directors of IMC determines in good faith (after consultation with its financial advisor) that such IMC Takeover Proposal referred to in clause (C) or such IMC Takeover Proposal in response to which an IMC Adverse Recommendation Change may be made pursuant to clause (D) constitutes or is reasonably likely to constitute an IMC Superior Proposal. IMC shall promptly advise Cargill of any request for information or other inquiry received by IMC or any IMC Representatives after the date hereof that IMC reasonably believes could lead to any IMC Takeover Proposal or of any IMC Takeover Proposal. IMC agrees to keep Cargill informed, on a current basis, of the status and terms (including any change to the terms) of any such request, inquiry or IMC Takeover Proposal.

For purposes of this Agreement, “IMC Takeover Proposal” shall mean any inquiry, proposal or offer by a Third Party, whether or not conditional and whether or not withdrawn, (a) for a merger, consolidation, dissolution, recapitalization or other business combination involving IMC, (b) for the issuance of 20% or more of the equity securities of IMC as consideration for the assets or securities of another Person or (c) to acquire in any manner, directly or indirectly, 20% or more of the equity securities of IMC or assets (including equity securities of any Subsidiary of IMC) that represent 20% or more of the total consolidated assets of IMC, other than the transactions contemplated by this Agreement.

For purposes of this Agreement, “IMC Superior Proposal” shall mean any bona fide written offer made by a Third Party that, if consummated, would result in such Person (or its shareholders) owning, directly or indirectly, greater than 50% of the shares of IMC Common Stock then outstanding (or of the surviving entity in a merger or the direct or indirect parent of the surviving entity in a merger) or all or substantially all of the total consolidated assets of IMC (i) on terms which the Board of Directors of IMC determines in good faith (after consultation with outside counsel and a financial advisor of nationally recognized reputation and in light of all relevant circumstances, including, without limitation, all the terms and conditions of such proposal and this Agreement, including the terms of any break-up or termination fee payable) to be more favorable to the stockholders of IMC from a financial point of view than the transactions contemplated by this Agreement, (ii) as to which all financing, to the extent necessary to complete such transaction, is fully committed or, pursuant to written

financing commitment letters in customary form from reputable financial sources, offered to be provided, and (iii) which is reasonably likely to be completed, taking into account any approval requirements and all other financial, legal, regulatory and other aspects of such proposal.

8.05 No Solicitation by Cargill. Cargill shall not, nor shall it authorize or permit any of its Subsidiaries, any of its or their respective directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other advisor, agent or representative retained by Cargill or any Subsidiary of Cargill in connection with the transactions contemplated by this Agreement (collectively, “Cargill Representatives”) to, directly or indirectly through another Person, (i) solicit, initiate, cause, knowingly encourage, or knowingly facilitate any inquiries or the making of any proposal that constitutes or is reasonably likely to lead to a Cargill Fertilizer Takeover Proposal or (ii) participate in any discussions or negotiations regarding any Cargill Fertilizer Takeover Proposal (other than to inform such Person of the restrictions set forth in this Section 8.05), or furnish to any Person any information in connection with or in furtherance of any Cargill Fertilizer Takeover Proposal. Cargill shall, and shall cause its Subsidiaries and instruct the Cargill Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any Person other than IMC conducted heretofore with respect to any Cargill Fertilizer Takeover Proposal and request the prompt return or destruction of all confidential information previously furnished to such Person. Cargill shall promptly advise IMC of any request for information or other inquiry received by Cargill or any Cargill Representatives after the date hereof that Cargill reasonably believes could lead to any Cargill Fertilizer Takeover Proposal.

For purposes of this Agreement, “Cargill Fertilizer Takeover Proposal” shall mean any inquiry, proposal or offer by a Third Party, whether or not conditional and whether or not withdrawn, (a) for a merger, consolidation, dissolution, recapitalization or other business combination involving the Cargill Fertilizer Businesses taken as a whole, or (b) to acquire in any manner, directly or indirectly, 20% or more of the equity securities of any Contributed Subsidiaries or assets (including equity securities of any Subsidiary of any Contributed Subsidiary) that represent 20% or more of the total consolidated Cargill Fertilizer Assets, other than the transactions contemplated by this Agreement.

8.06 Restructuring of Cargill Fertilizer Businesses. Cargill and CFI agree to take all commercially reasonable actions to restructure the assets and liabilities of the Cargill Fertilizer Businesses in order to consolidate such assets and liabilities into the Contributed Subsidiaries prior to the Closings; provided, however, that Cargill and CFI shall not be obligated to effectuate any such restructuring, including any transfers of assets and related liabilities, prior to the receipt by the parties of all Necessary Consents of applicable Governmental Authorities (other than Necessary Consents which, under applicable Laws, may be obtained subsequent to the Closings without material penalty to Newco or Cargill, material delay and the material impairment of the operations of Newco or Cargill), including under the HSR Act. As part of the restructuring, the parties acknowledge that, prior to the Effective Date, Cargill may add up to $100,000,000 of externally borrowed Restructuring Indebtedness and up to $150,000,000 of Cargill-funded Restructuring Indebtedness (which Cargill-funded debt shall provide for no prepayment penalty, no restrictive covenants or financial ratios, no security, and shall be provided at a market rate of interest and on such other terms as are generally consistent with Cargill’s past practices with respect to intercompany loans) to one or more Contributed Subsidiaries, so long as Cargill adds an equal amount of cash or intercompany loans from a Contributed Subsidiary (as generally described in Section 8.06 of the Cargill Disclosure Schedule) to one or more other Contributed Subsidiaries so that the net change in the consolidated assets of all of the Contributed Subsidiaries is zero; provided, that such added Restructuring Indebtedness is not reasonably likely to materially adversely affect Newco’s expected credit ratings as of the Effective Time. As soon as practicable, and in any event at least 30 days prior to the earlier of (i) the Effective Time and (ii) the date of consummation of the restructuring of the assets and liabilities of the Cargill Fertilizer Businesses as contemplated in this Section 8.06, Cargill shall deliver to IMC a written description of the general manner (including a general description of the contributions, transfers and conveyances proposed to effectuate such restructurings) in which Cargill and CFI will restructure the Cargill Fertilizer Businesses and afford IMC the opportunity to ask questions that IMC might have regarding the general terms of the proposed restructuring. IMC may provide Cargill and CFI with comments regarding the restructuring plan;

provided, however, that Cargill and CFI retain sole and absolute discretion with respect to the manner in which the restructuring is consummated, as long as such restructuring is consummated in a manner consistent with Section 4.01. Cargill agrees to provide IMC with copies of conveyance, assignment and transfer documents used to restructure the Cargill Fertilizer Businesses reasonably requested by IMC not less than five Business Days prior to the execution and delivery thereof and agrees that all conveyance, assignment and transfer documents used to restructure the Cargill Fertilizer Businesses will be prepared in a manner consistent with the purpose of consummating the Transactions on the terms and conditions set forth in this Agreement.

8.07 Modification of Transactions. Subject to Section 11.06 of this Agreement, the parties hereto acknowledge that, (i) to the extent deemed necessary by the parties in order to consummate the Transactions contemplated herein in a manner permitted by the IMC Credit Agreements and the IMC Indentures, they will consult each other and reasonably consider any proposed modification of the Contribution or the Merger or (ii) subject to Sections 8.01(u) and 9.04(d) of this Agreement, IMC shall be permitted to seek an appropriate waiver or amendment under the IMC Credit Agreements and/or the IMC Indentures solely to effect the Transactions in the manner described in Article II of this Agreement; provided, however, that no party hereto shall take any action or shall be under any obligation to agree to any modification if, as a result of such modification of the Transactions, (a) the Merger would not qualify as a reorganization under Section 368(a) of the Code, (b) the Merger and the Contribution, when considered together, would not qualify as a tax-free transaction under Section 351 of the Code or (c) the tax cost or other effect to Cargill or its Subsidiaries as a result of the transactions contemplated by Section 8.06 of this Agreement or otherwise could materially change.

9.01 Preparation of the Form S-4 and the Proxy Statement; Stockholder Meeting.

(a) As soon as practicable following the date of this Agreement, IMC shall prepare and file with the SEC the Proxy Statement and Newco and IMC shall prepare and Newco shall file with the SEC the Form S-4, in which the Proxy Statement will be included. Each of Newco and IMC shall use commercially reasonable efforts to have the Form S-4 declared effective under the 1933 Act as promptly as practicable after such filing and keep the Form S-4 effective for so long as necessary to consummate the Transactions, including procuring any opinions necessary for such declaration. IMC shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to the stockholders of IMC as promptly as practicable after the Form S-4 is declared effective under the 1933 Act. Notwithstanding the foregoing, if, at the time of proposed mailing of the Proxy Statement, Cargill has not furnished IMC a written general description of the proposed restructuring of the Cargill Fertilizer Businesses, IMC may postpone such mailing until such description is provided by Cargill. Each party hereto shall also take any action required to be taken under the 1934 Act and any applicable state securities Laws in connection with the issuance of shares of Newco Stock in the Transactions, and Cargill shall furnish all information concerning Cargill and CFI, and IMC shall furnish all information concerning IMC and use commercially reasonable efforts to furnish all information concerning the holders of shares of IMC Common Stock, as may be reasonably requested by Newco in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 will be made by Newco, and no filing of, or amendment or supplement to the Proxy Statement will made by IMC, without providing the other parties hereto, including Cargill, and their counsel a reasonable opportunity to review and comment thereon. If, at any time prior to the Effective Date, any information relating to Newco, Cargill or IMC, or any of their respective Affiliates, directors or officers, should be discovered by Newco, Cargill or IMC which should be set forth in an amendment or supplement to either the Form S-4 or the Proxy Statement, so that either such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of IMC. The parties shall notify each other

promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of (i) all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Transactions and (ii) all orders of the SEC relating to the Form S-4.

(b) IMC shall, as soon as practicable following the date of this Agreement, establish a record date for, and subject to the fourth sentence of Section 9.01(a), promptly after the Form S-4 is declared effective, duly call, give notice of, convene and hold a meeting of its stockholders (the “IMC Stockholders Meeting”) solely for the purpose of obtaining the IMC Stockholder Approval. Subject to Section 8.04, IMC shall, through its Board of Directors, recommend to its stockholders adoption of this Agreement. Without limiting the generality of the foregoing, IMC’s obligations pursuant to the first sentence of this Section 9.01(b) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to Cargill of any IMC Takeover Proposal or (ii) any IMC Adverse Recommendation Change.

9.02 PLP Unit Exchange. Prior to the date hereof, IMC reached a binding agreement with the largest unaffiliated holder of PLP Units for the exchange of all PLP Units held by such holder for shares of IMC Common Stock. IMC hereby covenants for the benefit of Cargill that IMC will use its best efforts to reach, prior to the Closings, an exchange of shares of IMC Common Stock for the remaining PLP Units held by holders unaffiliated with IMC (such exchange of all of the outstanding PLP Units for shares of IMC Common Stock, together with the exchange with the largest unaffiliated holder of PLP Units, is defined herein as the “PLP Unit Exchange”), to be effected immediately prior to the Closings if all other conditions set forth in Article II have been satisfied or waived. IMC shall take any action required to be taken under the 1933 Act, the 1934 Act and any applicable state securities Laws in connection with the PLP Unit Exchange, including without limitation the filing of a registration statement on Form S-4 and a Schedule 13E-3 with the SEC, if applicable, in connection with the issuance of shares of IMC Common Stock in exchange for PLP Units. Such Form S-4 and Schedule 13E-3 shall comply as to form in all material respects with the requirements of the 1933 Act and the 1934 Act, as applicable, and will not, at the time such filing becomes effective, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

(a) Subject to the receipt of the IMC Stockholder Approval, IMC and Cargill shall take all actions necessary to cause the certificate of incorporation of Newco (the “Newco Certificate of Incorporation”) to be, as of the Effective Time, in the form attached hereto as Exhibit C and the Bylaws of Newco (the “Newco Bylaws”) to be, as of the Effective Time, in the form attached hereto as Exhibit D. In addition to other provisions set forth therein, from the Effective Time through the fourth anniversary of the Effective Time the Newco Certificate of Incorporation and the Newco Bylaws shall comply with the requirements of the Investor Rights Agreement relating to the Newco Certificate of Incorporation and the Newco Bylaws, including providing for the following:

(i) the Newco Board of Directors shall consist of eleven directors, four of whom initially shall be then-existing IMC directors designated by IMC, of which at least three shall satisfy the independence requirements of the NYSE, and seven of whom initially shall be designated by Cargill, of which at least three shall satisfy the independence requirements of the NYSE;

(ii) the Newco Board of Directors shall have standing executive, audit, governance and compensation committees, each comprised of five directors, two of whom shall be designated by IMC and three of which shall be designated by Cargill;

(iii) the audit committee shall be comprised of members all of whom satisfy the applicable independence requirements of the NYSE applicable to audit committees;

(iv) any interested party transactions between Cargill and Newco would require majority approval of the disinterested members of the Newco Board of Directors which, for such purposes, shall mean the independent directors appointed by IMC; and

(v) the initial chairman, chief executive officer and president of Newco shall be designated by Cargill, and the newly appointed chief executive officer shall select the remainder of Newco’s corporate officers, subject to the approval of Newco’s Board of Directors.

Notwithstanding any provision herein to the contrary, in the event of a conflict between the provisions of this Section 9.03, on the one hand, and the Newco Certificate of Incorporation, Newco Bylaws or the Investor Rights Agreement, on the other, the provisions of the Newco Certificate of Incorporation, Newco Bylaws or the Investor Rights Agreement, as the case may be, shall prevail.

(b) After the signing of this Agreement, Cargill shall determine the location of Newco’s headquarters, which may be in the Minneapolis, Minnesota metropolitan area.

(c) Each of Cargill, IMC and Newco acknowledges and agrees that it is the present intent of all such parties to cause Newco to pay the required dividends on the shares of Newco Preferred Stock outstanding after the Closings in cash and not in shares of Newco Common Stock. Furthermore, any decision by the Board of Directors of Newco after the Closings to pay dividends on the Newco Preferred Stock in any form other than cash shall be made by the independent directors appointed by IMC.

(a) Upon reasonable notice, each party hereto shall afford to the others, and the others’ officers, employees, accountants, counsel, financial advisors and other Cargill Representatives or IMC Representatives (as the case may be), reasonable access during normal business hours, during the period ending on the earlier of the Effective Date or the termination of this Agreement, to all its and its Subsidiaries’ (or, in the case of Cargill, the Cargill Fertilizer Businesses’) properties, books, Contracts, commitments, personnel and records and, during such period, each party shall furnish promptly to the others (i) a copy of each report, schedule, registration statement and other document filed by such party during such period pursuant to the requirements of federal or state securities Laws and (ii) consistent with its legal obligations all other information concerning such party and its Subsidiaries’ business (or, in the case of Cargill, the Cargill Fertilizer Businesses), properties and personnel as the other party may reasonably request for the sole purpose of completing the Transactions; provided, however, that any party hereto may restrict the foregoing access to the extent that (A) any Law applicable to such party or any Contract requires such party or its Subsidiaries to restrict or prohibit access to any such properties or information, or (B) the information is subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or legal proceedings or government investigations. Nothing in this Section 9.04 shall require any party hereto to permit any inspection, or to disclose any information, that in the reasonable judgment of such party would result in (i) the disclosure of any trade secrets of Third Parties or violate any of its obligations with respect to confidentiality if such party shall have used commercially reasonable efforts to obtain the consent of such Third Party to such inspection or disclosure or (ii) any violation of Laws relating to the sharing of information between competitors, it being understood that the parties hereto will provide extracts, summaries, aggregations or other information to the greatest extent practicable in a manner that does not result in any such violation or improper disclosure. In connection with and subject to the foregoing, each of Cargill and IMC agrees to make available, promptly after they first become available, monthly summary profit and loss statements for such party’s and its Subsidiaries’ business (or, in the case of Cargill, the Cargill Fertilizer Businesses, which will be summary management reports customarily provided to Cargill management), consolidated and for each division. Cargill shall also furnish to IMC, within 30 days after the end of each fiscal quarter of the Cargill Fertilizer Businesses, an unaudited consolidated balance sheet of the Cargill Fertilizer Businesses at the end of such fiscal quarter. All requests for information made pursuant to this Section 9.04 shall be directed to an executive officer of the party or parties hereto, or such other Person as may be designated by

such party or parties. Except for disclosures expressly permitted by the terms of the confidentiality agreement, dated as of November 13, 2003, between IMC and Cargill (as it may be amended from time to time, the “Confidentiality Agreement”), each party hereto shall hold, and shall cause its officers, employees, accountants, counsel, financial advisors and other Representatives to hold, all information received from the other parties, directly or indirectly, in confidence in accordance with the Confidentiality Agreement.

(b) IMC may disclose, and no provision of this Section 9.04 shall be construed to prevent IMC from disclosing, such information (including information referred to in Section 9.04(a)), as may be reasonably necessary in connection with the PLP Unit Exchange; provided, however, that IMC shall be required to obtain the written approval of such disclosure from Cargill, which approval shall not be unreasonably withheld.

(c) No investigation pursuant to this Section 9.04 or information provided or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.

(d) IMC shall consult with Cargill and keep Cargill apprised of (i) the proposed accounting treatment of, and any adjustments to IMC’s financial statements in connection with, the sale of the IMC Chemicals Business Unit and the PLP Unit Exchange, (ii) any proposed amendment of, modification to or any waiver sought under the IMC Credit Agreements or the IMC Indentures and (iii) any proposed settlement of any pending or threatened suit, action or proceeding which involves or contemplates the payment by IMC or any Subsidiary of IMC of amounts in excess of $1,000,000.

(e) Cooperation Regarding Taxes. After the Effective Date, Newco, IMC and their Subsidiaries and Cargill and its Subsidiaries each agree, to the extent necessary to allow the parties to comply with the provisions of Section 9.24, (i) to assist the other in preparing any tax returns with respect to the Cargill Fertilizer Businesses, (ii) to cooperate fully in preparing for any audits of or disputes with tax authorities relating to the Cargill Fertilizer Businesses, and (iii) to make available all information, records and documentation necessary to prepare such tax returns or respond to such audit or litigation requests. Newco, IMC and their Subsidiaries and Cargill and its Subsidiaries agree to preserve such information, records and documents that relate to the Cargill Fertilizer Businesses, in the original form if in existence, until the expiration of any applicable statutes of limitations or extensions thereof and as otherwise required by Law.

(a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable (subject, however, to the first sentence of Section 8.06 and the fourth sentence of Section 9.01(a)), the Transactions and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all acts necessary to cause the conditions to the Closings to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Authorities and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Authority, (iii) the obtaining of all necessary consents, approvals or waivers from Third Parties, (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement and (v) the use of commercially reasonable efforts (up to, but not beyond, October 31, 2004) to defend any lawsuits or other legal proceedings (whether judicial or administrative) challenging this Agreement or the consummation of the Transactions or the other transactions contemplated herein, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed. In connection with and without limiting the first sentence of this Section 9.05, each of Cargill and its

Board of Directors and IMC and its Board of Directors shall (x) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Merger, the Contribution or any of the other transactions contemplated by this Agreement and (y) if any state takeover statute or similar statute becomes applicable to this Agreement, the Merger, the Contribution or any of the other transactions contemplated by this Agreement, take all action reasonably necessary to ensure that the Merger, the Contribution and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Merger, the Contribution and the other transactions contemplated by this Agreement.

(b) Each of Cargill and IMC shall, in connection with the efforts referenced in Section 9.05(a) to obtain the Necessary Consents, use commercially reasonable efforts, subject to applicable Law, to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Third Party, (ii) permit the other party to review in advance any proposed written communication between it and any Governmental Authority, (iii) promptly inform each other of (and, at the other party’s reasonable request, supply to such other party) any communication (or other correspondence or memoranda) received by such party from, or given by such party to, the DOJ, the FTC or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private Third Party, in each case regarding any of the transactions contemplated hereby, (iv) consult with each other in advance, to the extent practicable and to the extent permitted by the DOJ, the FTC or such other applicable Governmental Authority or other Person, of any meeting or conference with the DOJ, the FTC or any other Governmental Authority or, in connection with any proceeding by a private Third Party, with any other Person, and (v) to the extent such party has not been advised by its counsel that disclosure of such information may not comply with applicable Law, give the other party the opportunity to attend and participate in such meetings and conferences referred to in clause (iv) above.

(c) In furtherance and not in limitation of the covenants of the parties hereto contained in Section 9.05(a) and Section 9.05(b), if any administrative or judicial action or proceeding, including any proceeding by a private Third Party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Law, or if any statute, rule, regulation, executive order, decree, injunction or administrative order is enacted, entered, promulgated or enforced by a Governmental Authority that would make the Merger, the Contribution or the other transactions contemplated hereby illegal or would otherwise prohibit or materially impair or delay the consummation of the Merger, the Contribution or the other transactions contemplated hereby, each of Cargill and IMC shall use commercially reasonable efforts to obtain all Necessary Consents of applicable Governmental Authorities, including under the HSR Act. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require Cargill or IMC to (A) agree to, or proffer to, divest or hold separate any assets or any portion of any business of Cargill or IMC or any of their respective Subsidiaries or, assuming the consummation of the Transactions, Newco or any of its Subsidiaries, (B) not compete in any geographic area or line of business or (C) restrict the manner in which, or whether, Cargill, IMC, Newco or any of their respective Affiliates may carry on business in any part of the world, which, in the case of any of clauses (A) through (C) above, would reasonably be likely to have a Cargill Material Adverse Effect, an IMC Material Adverse Effect or materially impair the long-term benefits sought to be derived from the Transactions.

(a) All rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Date now existing in favor of the current or former directors and officers of IMC and its Subsidiaries or fiduciaries under benefit plans of IMC (the “IMC Covered Persons”) as provided in the IMC Certificate or IMC Bylaws (in each case, as in effect on the date hereof) or any indemnification agreement existing on the date of this Agreement including, but not limited to, rights relating to advancement of expenses and indemnification rights to which such persons are entitled because they are serving as a director, officer, agent or employee of another entity at the request of IMC or any of its Subsidiaries, shall be assumed by the Surviving

Corporation in the Merger, without further action, as of the Effective Date and shall survive the Merger and shall continue in full force and effect in accordance with their terms. Newco shall indemnify and hold harmless, and provide advancement of expenses to, the IMC Covered Persons to the same extent such persons are indemnified or have the right to advancement of expenses as of the date hereof by IMC pursuant to the IMC Certificate and IMC Bylaws or any applicable indemnification agreement entered into prior to December 1, 2003 and to the fullest extent permitted under the DGCL and not expressly prohibited by the Sarbanes-Oxley Act or other applicable Law; provided, however, that any determination required to be made with respect to whether an IMC Covered Person’s conduct complies with the standards set forth under the DGCL, the IMC Certificate or IMC Bylaws or any such agreement, as the case may be, shall be made by independent legal counsel jointly selected by such IMC Covered Person and Newco; and provided, further, that nothing in this Section 9.06(a) shall impair any rights of any IMC Covered Person.

(b) For six years after the Effective Date, Newco shall maintain in effect IMC’s current directors’ and officers’ liability and fiduciary insurance in respect of acts or omissions occurring at or prior to the Effective Date, (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby) covering the IMC Covered Persons currently covered by IMC’s directors’ and officers’ liability or fiduciary insurance policy (a correct and complete copy of which has been heretofore made available to Cargill), on terms with respect to such coverage and amount no less favorable than those of such policy in effect on the date hereof; provided, however, that Newco may substitute therefor policies of Newco containing terms with respect to coverage and amount no less favorable to such IMC Covered Persons; provided further, however, that in satisfying its obligation under this Section 9.06(b), Newco shall not be obligated to pay an annual premium in excess of 300% of the amount of the last annual premium paid by IMC prior to the date hereof, it being understood and agreed that Newco shall nevertheless be obligated to provide such coverage as may be obtained for such 300% amount.

(c) The covenants contained in this Section 9.06 are intended to be for the benefit of, and shall be enforceable by, each of the IMC Covered Persons and their respective heirs and legal representatives, and shall not be deemed exclusive of any other rights to which an IMC Covered Person is entitled, whether pursuant to Law, contract or otherwise.

(d) If Newco or any of its successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then, and in each such case, proper provisions shall be made so that the successors and assigns of Newco shall assume all of the obligations set forth in this Section 9.06.

9.07 Fees and Expenses. Except as otherwise provided in Section 11.02, all fees and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such fees or expenses, whether or not the Transactions are consummated, except that Cargill and IMC shall bear and pay 66.5% and 33.5%, respectively, of (a) the filing fees for the pre-merger notification and report forms under the HSR Act and all applicable filings under foreign competition, merger control or antitrust Laws, (b) the SEC filing fee for the Form S-4 and Proxy Statement and fees for the printing and mailing of the Form S-4 and Proxy Statement, and (c) all other expenses incurred by Newco to Third Parties in connection with this Agreement and the transactions contemplated hereby.

(a) Cargill and IMC shall develop a joint communications plan with respect to the announcement of the Transactions and this Agreement and each party shall use commercially reasonable efforts (i) to ensure that all press releases and other public statements with respect to the transactions contemplated hereby shall be consistent with such joint communications plan and (ii) unless otherwise required by applicable Law or by obligations pursuant to any listing agreement with or rules of any securities exchange, to consult with each other

before issuing any press release or, to the extent practical, otherwise making any public statement with respect to this Agreement or the transactions contemplated hereby. In addition to the foregoing, except to the extent disclosed in or consistent with the Proxy Statement in accordance with the provisions of Section 9.01, neither Cargill nor IMC shall issue any press release or otherwise make any public statement or disclosure concerning the other party or the other party’s business, financial condition or results of operations without the consent of the other party, which consent shall not be unreasonably withheld or delayed. Cargill and IMC agree that the initial press release to be issued with respect to the transactions contemplated by this Agreement shall be in the form heretofore agreed to by the parties.

(b) Except to the extent such notice is not practicable, at least two Business Days prior to making or issuing any formal communication or correspondence to its or its Subsidiaries’ employees concerning the transactions contemplated by this Agreement or the effects thereof, each party hereto shall provide the other parties with a copy of such proposed communication or correspondence and give the other parties the opportunity to comment on such communication or correspondence and shall not unreasonably reject any comments the other parties shall make.

(c) Promptly after the date of this Agreement, IMC and Cargill shall jointly identify the major customers of IMC and the Cargill Fertilizer Businesses and prepare a communication regarding the Transactions and the consequences of the Transactions to be sent to such customers in form and substance mutually acceptable to such parties. Except as may otherwise be required by Law, prior to the Closings, none of IMC, Newco or Cargill will, nor will they permit their respective Subsidiaries to, send any other communication to any customer of IMC or the Cargill Fertilizer Businesses regarding this Agreement or the Transactions without the prior written consent of the other parties (which consent shall not be unreasonably withheld).

9.09 Affiliates. Prior to the Effective Date, IMC shall deliver to Newco a letter identifying all persons who will be, at the time this Agreement is submitted for adoption by the stockholders of IMC, “affiliates” of IMC for purposes of Rule 145 under the 1933 Act and applicable SEC rules and regulations. IMC shall use commercially reasonable efforts to cause each such person to deliver to Newco at least 10 days prior to the Closings a written agreement substantially in the form attached as Exhibit E. Newco shall not be required to maintain the effectiveness of the Form S-4 or any other registration under the 1933 Act for the purposes of the resale of the Newco Common Stock by such affiliates received in the Merger and the certificates representing Newco Common Stock received by such affiliates shall bear a customary legend regarding applicable 1933 Act restrictions and the provisions of this Section 9.09.

9.10 Section 16 Matters. Prior to the Effective Date, Newco, Cargill and IMC shall take all such steps as may be required to cause any dispositions of IMC Common Stock (including derivative securities with respect to IMC Common Stock) or acquisitions of Newco Common Stock (including derivative securities with respect to Newco Common Stock) resulting from the transactions contemplated by Article III or Article IV by each individual who is subject to the reporting requirements of Section 16(a) of the 1934 Act with respect to IMC, or will become subject to such reporting requirements with respect to Newco, to be exempt under Rule 16b-3 promulgated under the 1934 Act. IMC, Cargill and Newco shall each provide counsel to the other parties with copies of the resolutions to be adopted by the respective Boards of Directors to implement the foregoing.

9.11 Stock Exchange Listing. Newco shall use its best efforts to, and Cargill and IMC shall use their best efforts to cause Newco to, cause the shares of Newco Stock to be issued in the Transactions and the shares of Newco Common Stock to be reserved for issuance upon exercise of the Newco Stock Options (following the Transactions) to be approved for listing on the NYSE, subject to official notice of issuance, prior to the Effective Date.

9.12 Rights Agreement. The Board of Directors of IMC has taken all action to the extent necessary (including amending the IMC Rights Agreement) in order to render the IMC Rights inapplicable to the Transactions. Except in connection with the foregoing sentence and to effect its obligations or rights under Section 8.04 or Section 11.01(d) of this Agreement (in the event of its receipt of an IMC Superior Proposal), the

Board of Directors of IMC shall not, without the prior written consent of Cargill, (i) amend the IMC Rights Agreement or (ii) take any action with respect to, or make any determination under, the IMC Rights Agreement, including a redemption of the IMC Rights, in each case in order to facilitate any IMC Takeover Proposal.

9.13 Reorganization Treatment. Cargill, IMC and Newco shall execute and deliver to each of Fried Frank Harris Shriver & Jacobson LLP, special tax counsel to Cargill, and Sidley Austin Brown & Wood LLP, counsel to IMC, certificates substantially in the forms attached hereto as Exhibits F and G at such time or times as reasonably requested by each such law firm in connection with its delivery of the opinion referred to in Section 10.02(d) or 10.03(d), as the case may be. Prior to the Effective Date, none of Cargill, IMC or Newco shall take or cause to be taken any action which would cause to be untrue any of the representations in such certificates. The parties intend for the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that the Merger and the Contribution, when considered together, will qualify as a tax-free transaction under the provisions of Section 351 of the Code, and the parties will take the position for all tax purposes that the Transactions so qualify unless a contrary position is required by a final determination within the meaning of Section 1313 of the Code.

9.14 Stockholder Litigation. IMC shall promptly advise Cargill and Newco orally and in writing of any stockholder litigation against IMC and/or its directors and officers relating to the transactions contemplated by this Agreement and shall keep Cargill and Newco fully informed regarding any such stockholder litigation. IMC shall give Cargill and Newco the opportunity to consult with IMC regarding the defense or settlement of any such stockholder litigation, shall give due consideration to Cargill and Newco’s advice with respect to such stockholder litigation and shall not settle any such litigation prior to such consultation and consideration.

(a) Between the date hereof and the Effective Date, Cargill and IMC shall cooperate in reviewing, evaluating, and analyzing the Cargill Employee Plans, the Cargill International Plans, the IMC Employee Plans and the IMC International Plans (collectively, the “Existing Plans”) with the objective of developing and implementing appropriate industry-competitive Employee Plans and International Plans for all employees of Newco and its Subsidiaries (the “Newco Plans”) that are designed to provide Newco the ability to attract and retain a dedicated and motivated workforce to be in force as of the Effective Date; provided that, notwithstanding the foregoing, Newco agrees to maintain and operate the IMC Employee Plans for the benefit of the IMC employees substantially as such plans are in effect immediately prior to the Effective Date through December 31, 2004. It is the intention of Newco, to the extent permitted by applicable Laws, for Newco to develop and implement Newco Plans, on or as soon as reasonably practicable after the Effective Date, which, among other things, (i) treat similarly situated employees on a substantially equivalent basis, taking into account all relevant factors, including duties, geographic location, line of business, tenure, qualifications and abilities and (ii) do not discriminate between employees who were covered by Cargill Employee Plans or Cargill International Plans, on the one hand, and employees covered by IMC Employee Plans or IMC International Plans, on the other, immediately prior to the Effective Date. Nothing in this Agreement shall prohibit any changes to the Existing Plans that may be (x) required by applicable Laws (including any applicable qualification requirements of Section 401(a) of the Code), (y) necessary as a technical matter to reflect the Transactions contemplated by this Agreement or (z) required for Newco to provide for or permit investment in its securities.

(b) On the Effective Date, Newco shall: (i) waive all pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to each IMC Employee or Cargill Employee and his or her eligible dependents under each Newco Plan applicable or to be applicable to such employee, except to the extent such pre-existing conditions, exclusions or waiting periods applied immediately prior thereto under the Existing Plans; (ii) provide each IMC Employee or Cargill Employee and his or her eligible dependents with credit for any co-payments and deductibles paid prior to becoming eligible to participate in each Newco Plan under any analogous Existing Plan (to the same extent that such credit was given under such Existing Plan) in satisfying any applicable deductible or annual maximum out-of-pocket requirements under such Newco Plan; and (iii) recognize all service of each IMC Employee or Cargill Employee with IMC, Cargill and their respective

Subsidiaries and predecessors, for all purposes (except with respect to any benefit accrual under any defined benefit pension plan) in such Newco Plan, to the extent that such service was recognized for such purpose under the analogous Existing Plan; provided that the foregoing shall not apply to the extent it would result in any duplication of benefits.

(c) Nothing in this Agreement shall require Cargill to divest, distribute or transfer, merge or contribute any Employee Plan or International Plan or any of their assets to Newco. Retirees of the Cargill Fertilizer Businesses and active employees of the Cargill Fertilizer Businesses currently eligible to retire will be eligible to participate in Cargill’s retiree medical plan. Cargill will be solely responsible for these retiree medical claims. It is intended that Newco will become a participating employer in Cargill’s pension plans. The assets and liabilities for the employees of Cargill Fertilizer Businesses are now, and will continue to be, accounted for as a separate account within Cargill’s pension plans. Employees of the Cargill Fertilizer Businesses who are employed by Newco, or in service thereto, shall not accrue credit for service under the Cargill pension plans after December 31, 2004. Cargill may, in its discretion, elect to keep the employees of the Cargill Fertilizer Businesses under the Cargill pension plan until December 31, 2004, so that Newco may efficiently enroll all Newco Employees on a Newco pension plan after December 31, 2004. It is expressly understood that pensionable salaries will not be frozen at the Effective Date. Cargill’s pension plan for U.S. salaried employees will use the actual salary paid for Newco service to determine Final Average Salary under the Cargill’s pension plan. Each year Cargill’s actuary will determine Newco’s FAS expense, based on the benefit liability and actuarial experience related to employees of the Cargill Fertilizer Businesses. Each year Cargill’s management will determine in good faith the appropriate funding of the pension plans consistent with ERISA funding rules and will allocate a share of the funding to Newco and Cargill’s other business units in a like manner. The funding and expense amounts will be communicated to Newco by January 31st each year, as applicable, for funding for the prior plan year and expensing for the current fiscal year. Payment of the contribution will be due within thirty (30) days after notice is received by Newco. With respect to the ongoing funding of Cargill pension plans for service credited prior to the Closings, Newco’s annual funding and FAS expense shall not exceed $2 million and Newco’s aggregate funding and FAS expenses shall not exceed $19.2 million. Any funding or FAS expense in excess of $19.2 million will be Cargill’s responsibility and any funding surplus will remain in Cargill’s pension plans and will be included in determining future funding requirements.

(d) Newco agrees to honor, grant and pay for any and all earned vacation payable to employees of IMC and the Cargill Fertilizer Businesses, and will provide past service credit for service time worked with IMC and Cargill Fertilizer Businesses in granting paid vacation time under Newco’s vacation policy.

9.16 Employment Agreements. On the Effective Date, Newco shall assume the rights and obligations (including any amounts payable as a result of a termination following the consummation of the transactions contemplated by this Agreement) of IMC under each of the individual employment, termination, retention, severance, confidentiality, non-disclosure or other similar contracts or agreements as set forth in Section 9.16(a) of the IMC Disclosure Schedule. Cargill, IMC and Newco acknowledge and agree that (i) the Closings of the Transactions shall constitute a “Termination” as defined in the Employment Agreements, Executive Severance Agreements and Key Manager Severance Agreements listed in Section 9.16(b) of the IMC Disclosure Schedule, and (ii) at, or as soon as practicable after the Closings, Newco will (or will cause the Surviving Corporation to) make the change in control severance payments and provide the benefits to each of the individuals listed in Section 9.16(b) under each such individual’s Employment Agreement, Executive Severance Agreement or Key Manager Severance Agreement. Prior to the Effective Date, IMC intends to amend such agreements as described in Section 9.16(c) of the IMC Disclosure Schedule to include provisions regarding non-solicitation. Notwithstanding anything herein to the contrary, from the date hereof until the first anniversary of the Effective Date each of the individuals who are party to such Employment Agreements, Executive Severance Agreements and Key Manager Severance Agreements will reasonably cooperate with Newco, from time to time upon Newco’s request and without additional consideration, by responding to questions, transferring knowledge and providing information to Newco concerning the operations of IMC prior to the Effective Date, or by other means reasonably requested by Newco and acceptable to such individuals in their good faith determination; provided,

that the parties acknowledge that this sentence shall not be deemed in any way to limit the rights of such individuals to receive the benefits under their respective Employment Agreements, Executive Severance Agreements and Key Manager Severance Agreements.

9.17 Confidentiality Agreements. During the period from the date of this Agreement through the Effective Time, IMC will not, except as required by applicable Law, terminate, amend, modify or waive any provision of any confidentiality agreement to which it or any of its Subsidiaries is a party, other than the Confidentiality Agreement pursuant to its terms or by written agreement of the parties thereto. During such period, IMC shall enforce, to the fullest extent permitted under applicable Law, the provisions of any such agreement, including by obtaining injunctions to prevent any material breaches of such agreements and to enforce specifically the material terms and provisions thereof in any court of the United States of America or of any state having jurisdiction.

9.18 Newco Names. After the Closings, Newco will not, directly or indirectly, use or do business under, or allow any of its Subsidiaries to use or do business under, (a) any trademark, service mark, brand name or trade, corporate or business name consisting of, derived from, including or incorporating the name “Cargill” or any other trademarks, service marks, brand name or trade, corporate or business name confusingly similar to the name “Cargill,” or (b) any trade, corporate or business name consisting of, derived from, including or incorporating the name “IMC” or any other trade, corporate or business name confusingly similar to the name “IMC.” As promptly as practical but not later than one (1) year after the Closings, Newco shall have removed all trademarks, service marks, brand names or trade, corporate or business names consisting of, derived from, including or incorporating the name “Cargill” and all trade, corporate or business names consisting of, derived from, including or incorporating the name “IMC” that are contained in or on any of the assets of Newco and its Subsidiaries and shall have taken all necessary action, corporate or otherwise, to amend the corporate name of Newco and each of its Subsidiaries to remove the names “Cargill” and “IMC” therefrom. Notwithstanding the foregoing, nothing contained in this Agreement shall limit Newco’s and its Subsidiaries’ right or ability to use any trademark, service mark, brand name or trade or business name owned by IMC or its Subsidiaries at the Effective Time and not incorporating the name “IMC” in connection with the sale, promotion, packaging or marketing of products. Cargill agrees to negotiate in good faith an acceptable trademark license agreement with Newco after the date hereof and prior to the Effective Date to provide Newco a license to use the “Cargill” brand name in one or more geographic regions following the Effective Time on terms to the reasonable satisfaction of Cargill, which trademark license would be royalty-free until the third anniversary of the Effective Date.

(a) IMC shall use its reasonable best efforts to cause to be delivered to Cargill and Newco a letter from IMC’s independent accountants, dated a date within two Business Days before the date on which the Form S-4 shall become effective, addressed to each of Cargill and Newco, in form and substance reasonably satisfactory to each of Cargill and Newco and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4.

(b) Cargill shall use its reasonable best efforts to cause to be delivered to IMC and Newco a letter from Cargill’s independent accountants, dated a date within two Business Days before the date on which the Form S-4 shall become effective addressed to each of IMC and Newco, in form and substance reasonably satisfactory to each of IMC and Newco and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4.

(c) Newco shall use its reasonable best efforts to cause to be delivered to IMC and Cargill a letter from Newco’s independent accountants, dated a date within two Business Days before the date on which the Form S–4 shall become effective addressed to each of IMC and Cargill, in form and substance reasonably satisfactory to each of IMC and Cargill and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4.

9.20 Transition Services Agreement. Beginning on the date hereof, IMC and Cargill agree to (a) cooperate in order to identify the transitional services that Cargill or its Subsidiaries shall provide to the Cargill Fertilizer Businesses after the Effective Date in an arm’s-length manner and (b) negotiate in good faith the schedules of such services to be provided, the length of time for such services and the rates at which such services will be provided. The transition services agreement entered into pursuant to this Section 9.20 is referred to as the “Transition Services Agreement”.

(a) Indemnification by Cargill. From and after the Effective Date, Cargill agrees to indemnify and hold harmless (i) Newco and each of its Subsidiaries, (ii) the respective directors, managers, officers and employees of each of Newco and its Subsidiaries and (iii) the respective successors and assigns of each of the foregoing (each, a “Newco Indemnitee”), on an After-Tax Basis, from and against any and all Losses incurred by such Newco Indemnitees in connection with or arising from:

A. the failure to pay, perform or discharge any liabilities or obligations of Cargill that are not Cargill Fertilizer Liabilities;

B. any breach by Cargill of any of its covenants or agreements in Section 12.11;

C. any breach by Cargill of any of its covenants or agreements in Sections 9.07 and 9.22; or

D. any breach by Cargill of any of its covenants or agreements in Sections 9.15 and 9.24;

provided, however, that Cargill shall not be required to indemnify and hold harmless under this Section 9.21(a) with respect to Losses incurred by Newco Indemnitees under (i) clauses (A) or (B) unless the aggregate amount of such Losses subject to indemnification by Cargill exceeds $5,000,000 (other than any Losses in connection with or arising from the failure to pay, perform or discharge any indebtedness for borrowed money other than the Embedded Debt or the Restructuring Indebtedness, which shall not be subject to such $5,000,000 Loss threshold and which shall be immediately indemnifiable) or (ii) under clause (D) unless the aggregate amount of such Losses subject to indemnification by Cargill exceeds $500,000; and provided, further, that Cargill shall not be required to indemnify and hold harmless with respect to Losses incurred by Newco Indemnitees under clauses (A) or (B) of this Section 9.21(a) unless Cargill shall have received one or more written notices of Losses prior to the third anniversary of the Effective Date, or under clause (C) of this Section 9.21(a) unless Cargill shall have received one or more written notices of Losses prior to the first anniversary of the Effective Date, or under clause (D) of this Section 9.21(a) unless Cargill shall have received one or more written notices of Losses prior to the seventh anniversary of the Effective Date.

(b) Indemnification by Newco. From and after the Effective Date, Newco agrees to indemnify and hold harmless (i) Cargill and each of its Subsidiaries (other than Newco and its Subsidiaries), (ii) the respective directors, managers, officers and employees of each of Cargill and its Subsidiaries (other than Newco and its Subsidiaries) and (iii) the respective successors and assigns of each of the foregoing (each, a “Cargill Indemnitee”), on an After-Tax Basis, from and against any and all Losses incurred by such Cargill Indemnitees in connection with or arising from:

C. any breach by Newco of any of its covenants or agreements in Section 9.07; or

D. any breach by Newco of any of its covenants or agreements in Sections 9.15, 9.24, 9.25 and 9.26;

provided, however, that Newco will not be required to indemnify and hold harmless under this Section 9.21(b) with respect to Losses incurred by Cargill Indemnitees under (i) clauses (A) or (B) unless the aggregate amount of such Losses subject to indemnification by Newco exceed $5,000,000 (other than any Losses in connection with or arising from the failure to pay, perform or discharge any Embedded Debt or the Restructuring Indebtedness, which shall not be subject to such $5,000,000 Loss threshold and which shall be immediately

indemnifiable) or (ii) under clause (D) unless the aggregate amount of such Losses subject to indemnification by Cargill exceeds $500,000; and provided, further, that Newco shall not be required to indemnify and hold harmless with respect to Losses incurred by Cargill Indemnitees under clauses (A) or (B) of this Section 9.21(b) unless Newco shall have received one or more written notices of Losses prior to the third anniversary of the Effective Date, or under clause (C) of this Section 9.21(b) unless Newco shall have received one or more written notices of Losses prior to the first anniversary of the Effective Date, or under clause (D) of this Section 9.21(b) unless Newco shall have received one or more written notices of Losses prior to the seventh anniversary of the Effective Date.

(i) The party claiming indemnification (the “Claimant”) will promptly give notice to the party from which indemnification is claimed (the “Indemnifying Party”) of any claim, whether between the parties or brought by a Third Party, specifying in reasonable detail the factual basis for the claim. If the claim relates to an action, suit, or proceeding filed by a Third Party against Claimant, such notice will be given by Claimant within fifteen (15) Business Days after written notice of such action, suit, or proceeding was given to Claimant. The Claimant’s failure to give such notice timely will not relieve the Indemnifying Party from any liability that it otherwise may have to the Claimant except to the extent the Indemnifying Party is actually prejudiced by such failure. Any consideration of or determination by Newco of whether or not to pursue claims for indemnification under Section 9.21(a) against Cargill shall be governed by and made in accordance with the applicable provisions of the Investor Rights Agreement.

(ii) With respect to claims solely between the parties hereto, following receipt of notice from the Claimant of a claim, the Indemnifying Party will have thirty (30) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party and its authorized representatives the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of such thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party will immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within the thirty (30) day period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate remedy at law or equity.

(iii) With respect to any claim by a Third Party as to which the Claimant is entitled to indemnification under this Agreement, the Indemnifying Party will have the right at its own expense, to participate in or assume control of the defense of such claim (subject to subsection (iv) below), and the Claimant will cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any Third-Party claim, the Claimant will have the right to participate in the defense of such claim at its own expense (except that the Claimant will have the right to participate in the defense of such claim at the Indemnifying Party’s expense if (A) the Claimant has been advised by its counsel that use of the same counsel to represent both the Indemnifying Party and the Claimant would present a conflict of interest, which will be deemed to include any case where there may be a legal defense or claim available to the Claimant that is inconsistent with those available to the Indemnifying Party, or (B) the Indemnifying Party fails to defend or prosecute such claim within a reasonable time). If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any Third-Party claim, the Indemnifying Party will be bound by the results obtained by the Claimant with respect to such claim.

(iv) The Indemnifying Party may not control the defense of any claim, without the written consent of the Claimant, if (A) the Claimant has been advised by its counsel that use of the same counsel to represent both the Indemnifying Party and the Claimant would present a conflict of interest, or (B) the claim involves any material risk of the sale, forfeiture, or loss of, or the creation of any Lien (other than a judgment lien) on, any material property of the Claimant or could entail a risk of criminal liability to the Claimant.

(v) Indemnification of Losses under this Agreement will be net of any insurance proceeds actually paid to the Claimant with respect to the event giving rise to such Loss, but no Claimant will have, as of the Effective Time, any obligation under this Agreement to make any claim under any insurance policy that may be applicable to such event.

(vi) After the Effective Time, the rights set forth in this Section 9.21 shall be the sole and exclusive remedies of the parties hereto against the other parties hereto for misrepresentations or breaches of covenants contained in this Agreement. Notwithstanding the foregoing, nothing herein will prevent the parties hereto from bringing an action based upon allegations of fraud in connection with this Agreement. In the event such action is brought, the prevailing party’s attorneys’ fees and costs will be paid by the nonprevailing party.

(vii) If there shall be any conflicts between the provisions of this Section 9.21(c) and Section 9.24(c) (relating to tax contests), the provisions of Section 9.24(c) shall control with respect to tax contests.

(d) Indemnification Payments on After Tax Basis. The indemnity payments hereunder with respect to any Losses shall be calculated on an “After-Tax Basis”, which shall mean an amount which is sufficient to compensate the indemnified party for the event giving rise to such Losses (the “Indemnified Event”), determined after taking into account (1) all increases in federal, state, local or other taxes (including estimated taxes) payable by the indemnified party as a result of the receipt of the indemnity payment (as a result of the indemnity payment being included in income, resulting in a reduction of tax basis, or otherwise), provided, however, that the Cargill Indemnitees and Newco Indemnitees agree to report each indemnification payment made in respect of any Losses as an adjustment to the amount of the Contribution for federal income tax purposes unless the indemnified party determines in good faith that such reporting position is incorrect (it being understood that if any reporting position is later disallowed in any administrative or court proceedings, the indemnifying party shall indemnify the indemnified party for the effects of such disallowance), (2) to the extent not previously taken into account in computing the amount of such Losses, all increases in federal, state, local or other taxes (including estimated taxes) payable by the indemnified party for all affected taxable years or periods ending on or before the Effective Date as a result of the Indemnified Event and (3) to the extent not previously taken into account in computing the amount of such Losses, all reductions in federal, state, local or other taxes (including estimated taxes) realized by the indemnified party for all affected taxable years or periods ending on or before the Effective Date as a result of the Indemnified Event. All calculations shall be made at the time of the relevant indemnification payment using reasonable assumptions (as agreed to by the indemnifying and indemnified party) and present value concepts (using a discount rate equal to the applicable federal rate in effect at the time of the Indemnified Event (based on the Federal mid-term rate) using semi-annual compounding.

9.22 Working Capital. Cargill shall ensure that, as of the Effective Time, the Contributed Subsidiaries shall have consolidated Net Operating Working Capital of at least $352,000,000 (the “Target Net Operating Working Capital”). As promptly as practicable after the Closings, but in any event within 45 days after the Closings, the parties shall determine the actual consolidated Net Operating Working Capital of the Contributed Subsidiaries as of the Effective Time (the “Actual Net Operating Working Capital”). If the Target Net Operating Working Capital exceeds the Actual Net Operating Working Capital, Cargill shall promptly (but in no event more than ten (10) days after the determination of the Actual Net Operating Working Capital) pay an amount equal to the excess of the Target Net Operating Working Capital over the Actual Net Operating Working Capital to Newco (or as otherwise directed by Newco). If the Actual Net Operating Working Capital exceeds the Target Net Operating Working Capital, Newco shall promptly (but in no event more than ten (10) days after the determination of the Actual Net Operating Working Capital) pay an amount equal to the excess of the Actual Net Operating Working Capital over the Target Net Operating Working Capital to Cargill. All payments made pursuant to this Section 9.22 following the Closings shall be considered as an adjustment to the amount of the Contribution for U.S. federal and state income tax purposes. For purposes of this Section 9.22, the Net Operating Working Capital of the Contributed Subsidiaries shall include Affiliated CFJVs, but not Unaffiliated CFJVs. For the avoidance of doubt, the incurrence of any Restructuring Indebtedness and any related cash added to a Contributed Subsidiary in accordance with Section 8.06 shall not be taken into account for purposes of calculating Net Operating Working Capital, the Target Net Operating Working Capital or the Actual Net Operating Working Capital.

9.23 Letters of Credit/Guarantees. The parties acknowledge and agree to work together to replace the letters of credit and guarantees disclosed in Section 9.23 of the Cargill Disclosure Schedule with letters of credit and/or guarantees made by Newco.

(i) Cargill shall be liable for and pay, and pursuant to Section 9.21 shall indemnify and hold harmless each Newco Indemnitee, on an After-Tax Basis, from and against any and all Losses incurred by any such Newco Indemnitee in connection with or arising from (A) all taxes imposed on any Contributed Subsidiary or any Subsidiary thereof, or for which the Contributed Subsidiary or any such Subsidiary may otherwise be liable, as a result of having been a member of a Group (including, without limitation, taxes for which the Contributed Subsidiary or any such Subsidiary may be liable pursuant to Treasury Regulation Section 1.1502-6 or similar provision of state, local or foreign law as a result of having been a member of a Group and any taxes resulting from the Contributed Subsidiary or any such Subsidiary ceasing to be a member of any Group) for any taxable period ending on or prior to the Effective Date, (B) all income taxes payable with respect to any United States federal, state, or foreign, consolidated, combined or unitary income tax return of a Cargill Group (“Cargill Retained Taxes”), and (C) all income or transfer taxes (excluding any value added or similar tax) imposed as a direct result of the restructuring of the Cargill Fertilizer Businesses contemplated by Section 8.06, except to the extent such income or transfer tax liability is reflected in the consolidated Net Operating Working Capital of the Contributed Subsidiaries. As used herein, a “Group” is any “affiliated group” (as defined in Section 1504(a) of the Code without regard to the limitations contained in Section 1504(b) of the Code) that, at any time on or before the Effective Date, includes or has included the Contributed Subsidiary or any Subsidiary thereof or any predecessor of or successor to the Contributed Subsidiary or any such Subsidiary (or another such predecessor or successor), or any other group of corporations that, at any time on or before the Effective Date, files or has filed tax returns on a combined, consolidated or unitary basis with the Contributed Subsidiary or any such Subsidiary or any predecessor of or successor to the Contributed Subsidiary or any such Subsidiary (or another such predecessor or successor); and a “Cargill Group” is a Group that includes Cargill or any direct or indirect Subsidiary of Cargill, but does not include a Group consisting only of Contributed Subsidiaries.

(ii) Newco shall be liable for and pay, and pursuant to Section 9.21 shall indemnify and hold harmless each Cargill Indemnitee, on an After-Tax Basis, from and against any and all Losses incurred by any such Cargill Indemnitee in connection with or arising from all taxes imposed on any Contributed Subsidiary or any Subsidiary thereof other than taxes for which Cargill is responsible pursuant to paragraph (a)(i).

(iii) (A) The decision to file any amended tax return or claim for a tax refund attributable to any Contributed Subsidiary or any Subsidiary thereof with respect to any taxable period ending on or prior to the Effective Date shall be made in the sole and absolute discretion of Cargill; provided, however, that no amended tax return or claim for a tax refund attributable to the carryback of losses, credits or similar items of any Contributed Subsidiary or any Subsidiary thereof from a taxable year or period that begins after the Effective Date shall be filed without the prior written consent of Newco.

(B) If Cargill becomes entitled to a credit with respect to, or refund of, taxes for which it is liable under this Agreement, Cargill shall retain the amount of such refund or credit including, without limitation, refunds or credits attributable to the carryback of losses, credits or similar items of any Contributed Subsidiary or any Subsidiary thereof from a taxable year or period that begins after the Effective Date.

(C) If Newco, any Contributed Subsidiary or any Subsidiary thereof receives a credit with respect to, or refund of, any tax for which Cargill is liable under this Agreement, such recipient shall pay over to Cargill the amount of such refund or credit within 15 days after receipt or entitlement thereto including, without limitation, refunds or credits attributable to the carryback of losses, credits or similar

items of any Contributed Subsidiary or any Subsidiary thereof from a taxable year or period that begins after the Effective Date. In the event that any refund or credit of taxes for which a payment has been made to Cargill by such recipient is subsequently reduced or disallowed, Cargill shall indemnify and hold harmless the Newco Indemnitees by reason of the reduction or disallowance.

(D) For purposes of the foregoing, tax refunds shall include any interest that is paid as part of the payment of such refunds, reduced by the increase in the original payee’s federal, state, local, foreign or other taxes payable attributable to such interest after taking into account any offsetting deductions or credits.

(i) Cargill shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) (x) all tax returns that are required to be filed with respect to Cargill Retained Taxes and (y) all tax returns that are required to be filed by or with respect to each Contributed Subsidiary and each Subsidiary thereof, as the case may be, that are due on or before the Effective Date; in each case Cargill shall remit or cause to be remitted any taxes due in respect of such tax returns.

(ii) Newco shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other tax returns that are required to be filed by or with respect to each Contributed Subsidiary and each Subsidiary thereof and Newco shall remit or cause to be remitted any taxes due in respect of such tax returns.

(iii) Cargill or Newco shall reimburse the other party the taxes for which Cargill or Newco is liable pursuant to paragraph (a) of this Section 9.24 but which are remitted in respect of any tax return to be filed by the other party pursuant to this paragraph (b) upon the written request of the party entitled to reimbursement setting forth in detail the computation of the amount owed by Cargill or Newco, as the case may be, but in no event earlier than 10 days prior to the due date for paying such taxes. Except as may be required by Law and except for Cargill Retained Taxes, all tax returns which Cargill files or causes to be filed in accordance with this paragraph (b) shall be prepared and filed in a manner consistent with past practice and, on such tax returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar tax returns in prior periods (including, but not limited to, positions, elections or methods which would have the effect of deferring income to periods for which Newco is liable under paragraph (a)(ii) of this Section 9.24 or accelerating deductions to periods for which Cargill is liable under paragraph (a)(i) of this Section 9.24).

(i) Newco shall promptly notify Cargill in writing upon receipt by Newco, any of its Affiliates or, after the Effective Date, any Contributed Subsidiary or any Subsidiary thereof of notice of any pending or threatened federal, state, local or foreign tax audits or assessments which may materially affect the tax liabilities of any Contributed Subsidiary or any Subsidiary thereof for any period beginning prior to the Effective Date.

(ii) Cargill shall have the sole right to represent the interests of each Contributed Subsidiary and each Subsidiary thereof in any tax audit or administrative or court proceeding relating solely to tax liabilities for which Cargill would be required to indemnify the Newco Indemnitees pursuant to paragraph (a) of this Section 9.24 and to employ counsel of Cargill’s choice at Cargill’s expense. Except for an audit or proceeding relating to Cargill Retained Taxes, Newco and its representatives shall be permitted, at Newco’s expense, to be present at, and participate in, any such audit or proceeding to the extent related to a Contributed Subsidiary or any Subsidiary thereof. Nothing herein shall be construed to impose on Newco or any officer, employee or agent thereof any obligation to defend any Contributed Subsidiary or any Subsidiary thereof in any such tax audit or administrative or court proceeding. Except for an audit or proceeding relating to Cargill Retained Taxes, Cargill shall not settle, either administratively or after the

commencement of litigation, any claim for taxes which would adversely affect the liability for taxes of any Contributed Subsidiary or any Subsidiary thereof for any period after the Effective Date without the prior written consent of Newco, which consent shall not be unreasonably withheld.

(iii) Newco shall have the sole right to represent the interests of each Contributed Subsidiary and each Subsidiary thereof in any tax audit or administrative or court proceeding relating solely to tax liabilities for which Cargill would not be required to indemnify the Newco Indemnitees pursuant to paragraph (a) of this Section 9.24 and to employ counsel of Newco’s choice at Newco’s expense; provided, however, that no court proceeding may be brought in the corporate name of Cargill or a Subsidiary of Cargill as in effect prior to the change in corporate name required by Section 9.18 without the prior written consent of Cargill in its sole and absolute discretion. Cargill and its representatives shall be permitted, at Cargill’s expense, to be present at, and participate in, any such audit or proceeding.

(iv) Except for an audit or proceeding relating to Cargill Retained Taxes, with respect to any tax audit or administrative or court proceeding which jointly relates to Cargill and a Contributed Subsidiary or Subsidiary thereof for periods beginning prior to the Effective Time, Cargill and Newco shall try to separate the proceedings into two proceedings, one solely regarding Cargill and one solely regarding the Contributed Subsidiary or Subsidiary thereof. To the extent Cargill and Newco are able to separate such proceedings, the proceeding solely regarding Cargill shall be governed by the provisions of paragraph (c)(ii) of this Section 9.24, and the proceeding solely regarding the Contributed Subsidiary or Subsidiary thereof shall be governed by paragraph (c)(iii) of this Section 9.24. To the extent that Cargill and Newco are not able to separate such proceedings, Cargill and Newco shall cooperate with each other so that the contest of tax liabilities for which Cargill is responsible under paragraph (a)(i) of this Section 9.24 is governed to the greatest extent possible by paragraph (c)(ii) of this Section 9.24 and the contest of tax liabilities for which Newco is responsible under paragraph (a)(ii) of this Section 9.24 is governed to the greatest extent possible by paragraph (c)(iii) of this Section 9.24.

9.25 Ownership of Contributed Subsidiaries. For a period of at least two years following the Closings, except as required by applicable Laws, with respect to the entities listed on a schedule to be provided to IMC concurrently with the delivery of the written description of the restructuring plan pursuant to Section 8.06 hereof, Newco will not, and will cause its Subsidiaries not to (i) dispose or enter into any agreement or arrangement to dispose of the capital stock or substantially all of the assets or (ii) discontinue the active business of the entities. In addition, Newco shall not take any action or fail to take any action, before or after the Effective Time, which action or failure to act would cause, or would reasonably be likely to cause, the distributions described in the written description of the restructuring plan delivered to IMC pursuant to Section 8.06 hereof to be taxable under Section 355 of the Code by virtue of Section 355(e) of the Code.

9.26 Ownership of Newco and IMC. For a period of at least two years following the Closings, without the express written consent of Cargill, Newco will not, and will cause IMC not to, take any action, including without limitation liquidating Newco or IMC or merging either Newco or IMC with and into any other entity, which could affect the qualification of (i) the Merger as a reorganization under Section 368(a) of the Code or (ii) the Merger and the Contribution, when considered together, as a tax-free transaction under Section 351 of the Code.

(a) In furtherance of the Transactions contemplated hereby and more effectively to protect the value and goodwill of the Cargill Fertilizer Businesses, Cargill covenants and agrees that, for a period ending on the third anniversary of the Effective Date, Cargill will not, nor will it permit any of its Subsidiaries to, other than by virtue of or through its ownership of shares of capital stock of Newco:

(i) directly or indirectly (whether as an equityholder, manager, partner or otherwise) own, manage, operate or Control a business that is engaged in any material respect in competition with the Cargill Fertilizer Businesses as conducted by Newco and its Subsidiaries immediately after the Effective Time; or

(ii) solicit or actively encourage any employee of Newco or its Subsidiaries after the Effective Time to terminate such employment in order to enter into such relationship on behalf of any Third Party in competition with the Cargill Fertilizer Businesses as conducted by Newco and its Subsidiaries immediately after the Effective Time.

(b) In furtherance of the Transactions contemplated hereby, Newco covenants and agrees that, for a period ending on the third anniversary of the Effective Date, Newco will not, nor will it permit any of its Subsidiaries to, directly or indirectly (whether as an equityholder, manager, partner or otherwise) own, manage, operate or Control a business that is engaged in any material respect in the sale, origination, storage or handling of grain anywhere in the world in competition with the business of Cargill and its Subsidiaries as conducted immediately after the Effective Time.

(c) In furtherance of the Transactions contemplated hereby, Newco covenants and agrees that, for a period ending on the third anniversary of the Effective Date, Newco will not solicit or actively encourage any employee of Cargill or its Subsidiaries after the Effective Time to terminate such employment in order to enter into such relationship on behalf of any Third Party in competition with the business of Cargill and its Subsidiaries as conducted immediately after the Effective Time.

(d) Nothing contained in this Section 9.27 shall prohibit Cargill or any Subsidiary thereof from owning, managing, operating, expanding or Controlling the Cargill Retail Fertilizer Businesses after the Effective Time or from owning not in excess of 5% in the aggregate of any class of capital stock of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or reported on the National Association of Securities Dealers Automated Quotations (Nasdaq) System. Furthermore, Newco acknowledges that, from time to time, the sale of fertilizer by Cargill may be necessary in conjunction with Cargill’s grain business. If, at any time prior to the third anniversary of the Effective Date, Cargill determines that the sale of fertilizer is desirable in conjunction with its sale of grain in geographic regions where Newco is not then located, Cargill will provide Newco a right of first refusal to enter into such region to provide fertilizer to Cargill in such region. If Newco accepts such opportunity within 30 days of receipt of written notice by Cargill, the parties will negotiate in good faith commercially reasonable terms for a commercial relationship between the parties, including for the sale of such fertilizer. If Newco does not accept such right of first refusal within such 30 day period or declines such opportunity, Cargill may proceed to sell fertilizer or contract with other Third Parties to sell fertilizer in such region.

(e) If, at any time prior to the third anniversary of the Effective Date, Cargill shall, directly or indirectly through a Subsidiary, acquire a Third Party that has as part of its business a business unit or division that is engaged in a business which is in competition with the Cargill Fertilizer Businesses, Cargill shall offer to Newco an opportunity to purchase such business unit or division on an arms-length basis and on commercially reasonable terms acceptable to Cargill and Newco.

(f) If, at any time prior to the third anniversary of the Effective Date, Newco shall, directly or indirectly through a Subsidiary, acquire a Third Party that has as part of its business a business unit or division that is engaged in a business which is in competition with Cargill’s business units, Newco shall offer to Cargill an opportunity to purchase such business on an arms-length basis and on commercially reasonable terms acceptable to Newco and Cargill.

(g) In the event Cargill or any of its Subsidiaries, or Newco or any of its Subsidiaries, as the case may be, violates any of its obligations under this Section 9.27, the other party may proceed against the breaching party in law or in equity for such damages or other relief as a court may deem appropriate. Cargill and Newco each acknowledge that a violation of this Section 9.27 may cause the other party irreparable harm which may not be adequately compensated by money damages. Cargill and Newco therefore agree that in the event of any actual or threatened violation of this Section 9.27, Newco or Cargill, as the case may be, shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against Cargill and its Subsidiaries, or Newco or any of its Subsidiaries, as the case may be, to prevent any violations of this Section 9.27.

10.01 Conditions to Each Party’s Obligation to Effect the Transactions. The respective obligation of each party to effect the Transactions is subject to the satisfaction or waiver on or prior to the Closings of the following conditions:

(b) Stock Exchange Listing. The shares of Newco Stock issuable to the stockholders of IMC and to the Cargill Contributing Corporations as contemplated by this Agreement shall have been approved for listing on the NYSE, subject to official notice of issuance.

(c) Antitrust. The waiting period (and any extension thereof) applicable to the consummation of the Transactions shall have expired or been terminated under the HSR Act and any mandatory waiting period or required consent under any applicable foreign competition, merger control, antitrust or similar Law shall have expired or been obtained.

(d) No Litigation. No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, law, ordinance, rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) which (i) restrains or prohibits the consummation of the Transactions, or seeks to place limitations on the ownership or operation by Newco of any portion of any business or assets of Newco, (ii) prohibits or limits the ownership or operation by Cargill or any of its Subsidiaries or by IMC or any of its Subsidiaries of any portion of any business or of any assets of Cargill and its Subsidiaries or IMC and its Subsidiaries, respectively, or compels Cargill or any of its Subsidiaries or IMC or any of its Subsidiaries to divest or hold separate any portion of any business or of any assets of Cargill and its Subsidiaries or IMC and its Subsidiaries, respectively, as a result of the Transactions or (iii) obtains from Cargill, IMC or Newco any damages, which, in the case of clauses (i) (except that actions taken by any federal or state Governmental Authority shall not be subject to the following materiality standards), (ii) and (iii) above, would reasonably be likely to have an IMC Material Adverse Effect, have a Cargill Material Adverse Effect, or materially impair the long-term benefits sought to be derived from the Transactions (collectively, an “Order”). No Governmental Authority shall have instituted any proceeding that is pending, and no Governmental Authority shall have threatened to institute any proceeding, seeking any such Order.

(e) No Injunctions or Restraints. No temporary restraining order, preliminary or permanent injunction or other judgment or order issued by any court of competent jurisdiction or other statute, law, rule, legal restraint or prohibition (collectively, “Restraints”) shall be in effect preventing the consummation of the Transactions, or that would reasonably be expected to result, directly or indirectly, in any of the effects referred to in Section 10.01(d)

(f) Form S-4. The Form S-4 shall have become effective under the 1933 Act and shall not be the subject of any stop order or proceedings seeking a stop order.

(g) Necessary Consents. The Necessary Consents shall have been obtained and shall be in full force and effect, without any conditions which would reasonably be likely to have an IMC Material Adverse Effect, have a Cargill Material Adverse Effect, or materially impair the long-term benefits sought to be derived from the Merger; provided, however, that if (i) under applicable Law any Necessary Consent may be obtained after the Closings without material delay, without penalty to Newco or Cargill and without materially impairing the operations of Newco or Cargill, (ii) each of Cargill and IMC reasonably believes that such Necessary Consent shall be so obtained after the Closings and (iii) no Governmental Authority shall have advised Newco, Cargill or IMC that such Governmental Authority has determined definitively to deny the granting of such Necessary Consent, the condition requiring the obtaining of such Necessary Consent prior to the Closings shall be deemed waived.

(h) Florida Financial Responsibility Obligations. As of the Effective Date, Newco or a Subsidiary of Newco shall satisfy the rules of financial responsibility for phosphate mining and manufacturing operations promulgated by the Florida Department of Environmental Protection.

(i) Investor Rights Agreement. The Investor Rights Agreement shall have been entered into concurrently with this Agreement and shall remain in full force and effect and the Cargill Contributing Corporations other than Cargill shall have been added as parties thereto.

10.02 Conditions to Obligations of IMC. The obligations of IMC to effect the Transactions are further subject to the satisfaction or waiver on or prior to the Effective Date of the following conditions:

(a) Representations and Warranties. The representations and warranties of Cargill and CFI contained in this Agreement shall be true and correct as of the date of this Agreement and as of the Effective Date as though made on the Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date, except in any case where the failure of the representations and warranties to be true and correct individually or in the aggregate, has not had and would not reasonably be expected to have a Cargill Material Adverse Effect; provided, that if a representation and warranty is true and correct as of the date of this Agreement but, due to an intervening event not involving a breach by Cargill or CFI of its or their obligations under Section 8.02, is not true and correct as of the Effective Date as though made on the Effective Date, such failure of the representation and warranty to be true and correct will not be deemed to cause the condition in this Section 10.02(a) to be not satisfied unless such failure is also reasonably likely to materially adversely affect or materially impair, after the Effective Date, the business, properties, financial condition or results of operations of Newco. IMC shall have received a certificate signed on behalf of Cargill by the vice chairman and chief financial officer and an executive vice president of Cargill to such effect.

(b) Performance of Obligations of Cargill. Cargill and CFI shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Effective Date, and IMC shall have received a certificate signed on behalf of Cargill by the vice chairman and chief financial officer of Cargill to such effect.

(c) No Material Adverse Change. There shall not have occurred at any time after the date of this Agreement any change, effect, event, occurrence or state of facts that has had or would reasonably be expected to result in a Cargill Material Adverse Effect and which change, effect, event, occurrence or state of facts is of such a nature or duration that it will or is reasonably likely to materially adversely effect or materially impair, after the Effective Date, the business, properties, financial condition or operations of Newco.

(d) Tax Opinion. IMC shall have received from Sidley Austin Brown & Wood LLP, counsel to the IMC, an opinion in form and substance reasonably satisfactory to IMC and dated as of the date of the Closings, to the effect that the Merger will qualify for United States federal income tax purposes as a tax-free reorganization under Section 368(a) of the Code. In rendering such opinion, Sidley Austin Brown & Wood LLP may rely upon customary assumptions and the representations and covenants, including those contained in the certificates of Cargill, IMC and Newco referred to in Section 9.13.

(e) Transition Services Agreement. Cargill and Newco, and such other Persons as may be identified by IMC and Cargill to be a party, shall have entered into the Transition Services Agreement.

(f) FIRPTA Certificate. Each of the Cargill Contributing Corporations that is directly contributing to Newco a United States real property interest within the meaning of Section 897 of the Code shall have delivered to Newco a certification of non-foreign status, in form and substance reasonably satisfactory to Newco, in accordance with Treas. Reg. § 1.1445-2(b).

(g) Intercompany Debt. All indebtedness of the Contributed Subsidiaries to Cargill or any Subsidiary of Cargill for money borrowed from Cargill or any Subsidiary of Cargill shall have been repaid, cancelled or converted into equity and no Contributed Subsidiary will have, as of the Effective Time, any indebtedness for money borrowed from Cargill or any of its Subsidiaries.

10.03 Conditions to Obligation of Cargill and CFI. The obligation of Cargill and CFI to effect the Transactions is further subject to the satisfaction or waiver on or prior to the Effective Date of the following conditions:

(a) Representations and Warranties. The representations and warranties of IMC contained in this Agreement shall be true and correct as of the date of this Agreement and as of the Effective Date as though made on the Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date, except in any case where the failure of the representations and warranties to be true and correct individually or in the aggregate, has not had and would not reasonably be expected to have an IMC Material Adverse Effect; provided, that if a representation and warranty is true and correct as of the date of this Agreement but, due to an intervening event not involving a breach by IMC of its obligations under Section 8.01, is not true and correct as of the Effective Date as though made on the Effective Date, such failure of such representation and warranty to be true and correct will not be deemed to cause the condition in this Section 10.03(a) to be not satisfied unless such failure is also reasonably likely to materially adversely affect or materially impair, after the Effective Date, the business, properties, financial condition or results of operations of Newco. Cargill shall have received a certificate signed on behalf of IMC by the chief executive officer and chief financial officer of IMC to such effect.

(b) Performance of Obligations of IMC. IMC shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Effective Date, and Cargill shall have received a certificate signed on behalf of IMC by the chief executive officer and chief financial officer of IMC to such effect.

(c) No Material Adverse Change. There shall not have occurred at any time after the date of this Agreement any change, effect, event, occurrence or state of facts that has had or would reasonably be expected to result in an IMC Material Adverse Effect and which change, effect, event, occurrence or state of facts is of such a nature or duration that it will or is reasonably likely to materially adversely effect or materially impair, after the Effective Date, the business, properties, financial condition or operations of Newco.

(d) Tax Opinion. Cargill shall have received from Fried Frank Harris Shriver & Jacobson LLP, special tax counsel to Cargill, an opinion in form and substance reasonably satisfactory to Cargill and dated as of the date of the Closings, to the effect that the Contribution, when considered together with the Merger, will qualify as a tax-free transaction under Section 351 of the Code. In rendering such opinion, Fried Frank Harris Shriver & Jacobson LLP may rely upon customary assumptions and representations and covenants, including those contained in the certificates of Cargill, IMC and Newco referred to in Section 9.13.

(e) Registration Rights Agreement. The Registration Rights Agreement shall have been entered into concurrently with this Agreement and remain in full force and effect.

10.04 Frustration of Closings Conditions. None of Cargill, IMC or Newco may rely on the failure of any condition set forth in Section 10.01, 10.02 or 10.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to use commercially reasonable efforts to consummate the Merger, the Contribution and the other transactions contemplated by this Agreement, as required by and subject to Section 9.05.

11.01 Termination. This Agreement may be terminated (with the effect that the Transactions are abandoned) at any time prior to the Effective Date, whether before or after receipt of IMC Stockholder Approval:

(i) if the Transactions shall not have been consummated on or before the later to occur of July 1, 2004, or (x) 60 days after the receipt of the last Necessary Consent of applicable Governmental Authorities (including under the HSR Act) or (y) provided that all other conditions to Closings have been satisfied, five Business Days after completion of the PLP Unit Exchange, but in no event later than October 31, 2004; provided, however, that the right to terminate this Agreement under this Section 11.01(b)(i) shall not be available to any party that has breached or failed to perform in any material respect its obligations under this Agreement and such breach or failure to perform has been a principal cause of or resulted in the failure of the Transactions to be consummated on or before such date;

(ii) if any Restraint having the effect of restraining, enjoining or otherwise prohibiting consummation of the Transactions shall be in effect and shall have become final and nonappealable;

(iii) if the IMC Stockholder Approval shall not have been obtained at the IMC Stockholders Meeting duly convened therefor or at any adjournment or postponement thereof;

(c) by IMC, if Cargill shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 10.02(a) or (b) and (ii) is incapable of being cured, or is not cured, by Cargill within 30 calendar days following receipt of written notice from IMC of such breach or failure to perform;

(d) by IMC, if (i) the Board of Directors of IMC authorizes IMC, subject to complying with the terms of this Agreement, to enter into a binding written agreement concerning a transaction that constitutes an IMC Superior Proposal and IMC notifies Cargill in writing that it intends to enter into such an agreement, attaching the most current version of such agreement to such notice, (ii) Cargill does not make, within five Business Days of receipt of IMC’s written notification of its intention to enter into a binding agreement for an IMC Superior Proposal, a written offer that the Board of Directors of IMC or any committee thereof determines, in good faith after consultation with its financial advisors, is at least as favorable, from a financial point of view, to the stockholders of IMC as the IMC Superior Proposal and (iii) IMC prior to or concurrently with such termination pays to Cargill the Termination Fee required by Section 11.02. IMC agrees (x) that it will not enter into a binding agreement referred to in clause (i) above until at least the sixth Business Day after it has provided the notice to Cargill required thereby and (y) to notify Cargill promptly if its intention to enter into a written agreement referred to in its notification shall change at any time after giving such notification;

(e) by Cargill, if IMC shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 10.03(a) or (b) and (ii) is incapable of being cured, or is not cured, by IMC within 30 calendar days following receipt of written notice from Cargill of such breach or failure to perform; or

(f) by Cargill, if (i) an IMC Adverse Recommendation Change shall have occurred or (ii) the Board of Directors of IMC or any committee thereof shall have failed to publicly confirm its recommendation and declaration of advisability of this Agreement and the Merger within five Business Days after a written request by Cargill that it do so delivered to IMC prior to the seventh Business Day prior to the date of the IMC Stockholder Meeting and after an IMC Takeover Proposal shall have been made and not rejected by the Board of Directors of IMC.

(i) this Agreement is terminated by either IMC or Cargill pursuant to Section 11.01(b)(i), and (A) a vote to obtain the IMC Stockholder Approval has not been held, (B) the failure to hold such vote was not

due to circumstances beyond the control of IMC (including Cargill’s breach of any of its obligations contained in this Agreement) or not due to any Restraint which had the effect of delaying the IMC Stockholders Meeting past July 1, 2004, if IMC exercised commercially reasonable efforts to remove the Restraint and hold the meeting in a timely manner and (C) within 12 months after such termination, IMC shall have reached a definitive agreement to consummate, or shall have consummated, an IMC Takeover Proposal;

(ii) this Agreement is terminated by either IMC or Cargill pursuant to Section 11.01(b)(iii) and (A) IMC shall not have been entitled to terminate this Agreement pursuant to Section 11.01(c), (B) after the date of this Agreement, an IMC Takeover Proposal shall have been made or communicated to IMC and publicly announced or shall have been made directly to the stockholders of IMC generally and (C) within 12 months after such termination, IMC shall have reached a definitive agreement to consummate, or shall have consummated, an IMC Takeover Proposal;

(iv) this Agreement is terminated by Cargill pursuant to Section 11.01(e) (other than due to IMC’s breach of Section 8.04) and (A) IMC’s breach or failure triggering such termination shall have been willful, (B) after the date of this Agreement, an IMC Takeover Proposal shall have been made or communicated to IMC or shall have been made directly to the stockholders of IMC generally and (C) within 12 months after such termination, IMC shall have reached a definitive agreement to consummate, or shall have consummated, an IMC Takeover Proposal; or

(v) this Agreement is terminated by Cargill pursuant to Section 11.01(e), due to IMC’s breach of Section 8.04 (other than an immaterial and non-continuing breach), or pursuant to Section 11.01(f),

then IMC shall (x) in the case of a Termination Fee payable pursuant to clause (i), (ii) or (iv) of this Section 11.02(a), upon the earlier of the date of such definitive agreement and such consummation of an IMC Takeover Proposal or (y) in the case of a Termination Fee payable pursuant to clause (iii) or clause (v) of this Section 11.02(a), prior to or concurrently with such termination, pay Cargill a fee equal to $30,000,000 (the “Termination Fee”) by wire transfer of same-day funds.

(i) this Agreement is terminated by IMC pursuant to Section 11.01(c) (other than due to Cargill’s breach of Section 8.05) and (A) Cargill’s breach or failure triggering such termination shall have been willful, (B) after the date of this Agreement, a Cargill Fertilizer Takeover Proposal shall have been made or communicated to Cargill and (C) within 12 months after such termination Cargill shall have reached a definitive agreement to consummate, or shall have consummated, a Cargill Fertilizer Takeover Proposal; or

(ii) this Agreement is terminated by IMC pursuant to Section 11.01(c) due to Cargill’s breach of Section 8.05 (other than an immaterial and non-continuing breach);

then Cargill shall (x) in the case of a Termination Fee payable pursuant to clause (i) of this Section 11.02(b), upon the earlier of the date of such definitive agreement and such consummation of a Cargill Fertilizer Takeover Proposal, or (y) in the case of a Termination Fee payable pursuant to clause (ii) of this Section 11.02(b), prior to or concurrently with such termination, pay IMC the Termination Fee by wire transfer of same-day funds.

(c) Each of IMC and Cargill acknowledges and agrees that the agreements contained in Sections 11.02(a) and (b), respectively, are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Cargill and IMC, respectively, would not enter into this Agreement. If IMC or Cargill fails promptly to pay the amount due pursuant to Sections 11.02(a) and (b), respectively, and, in order to obtain such payment, the party entitled to be paid commences a suit that results in a judgment against the party obligated to pay the Termination Fee, the party obligated to pay shall pay to the other party its reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such suit, together with interest on the amount of the Termination Fee from the date such payment was required to be made until the date of payment at the prime rate of Citibank, N.A. in effect on the date such payment was required to be made.

11.03 Effect of Termination. In the event of termination of this Agreement by either Cargill or IMC as provided in Section 11.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of IMC, Newco or Cargill (or any of their directors, officers, employees, agents, legal and financial advisors or other representatives), other than the provisions of Section 9.07 and Section 11.02, this Section 11.03 and Article XII, which provisions shall survive such termination; provided that nothing herein (including payment of any Termination Fee) shall relieve any party from any liability for any willful breach hereof.

11.04 Amendment. This Agreement and the Exhibits hereto may be amended by the parties hereto at any time before or after receipt of the IMC Stockholder Approval; provided, however, that after such approval has been obtained, there shall be made no amendment that by Law requires further approval by the stockholders of IMC without such approval having been obtained; and, provided, further, that any amendment of this Agreement after the Effective Date shall be made only upon compliance with any applicable provisions of the Investor Rights Agreement. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

11.05 Extension; Waiver. At any time prior to the Effective Date, the parties may (a) extend the time for the performance of any of the obligations or other acts of the other parties, (b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto or (c) subject to the proviso to the first sentence of Section 11.04, waive compliance with any of the agreements or conditions contained herein. After the Effective Date, any waiver of compliance with any of the agreements contained herein to be performed after the Effective Date shall be made only upon compliance with any applicable provisions of the Investor Rights Agreement. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights.

11.06 Procedure for Termination or Amendment. A termination of this Agreement pursuant to Section 11.01 or an amendment of this Agreement pursuant to Section 11.04 shall, in order to be effective, require, in the case of IMC or Cargill, action by its Board of Directors or, with respect to any amendment of this Agreement pursuant to Section 11.04, the duly authorized committee or other designee of its Board of Directors to the extent permitted by Law.

12.01 Nonsurvival of Representations and Warranties. None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Date. This Section 12.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Date or which has not been fully satisfied as of the Effective Date including, without limitation, the indemnifications set forth in Section 9.21.

12.02 Notices. Except for notices that are specifically required by the terms of this Agreement to be delivered orally, all notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed given if delivered personally, by facsimile (receipt of which is electronically confirmed) or 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 by like notice):

12.03 Interpretation. When a reference is made in this Agreement to an Article, a Section, an Exhibit or a Schedule, such reference shall be to an Article of, a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect in any way the meaning or interpretation of provisions of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the

feminine and neuter genders of such term. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns. The parties have participated jointly in the negotiating and drafting of this Agreement. In the event of an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

12.04 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

12.05 Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the Cargill Disclosure Schedule and the IMC Disclosure Schedule, the Confidentiality Agreement, the Investor Rights Agreement, the Registration Rights Agreement and the Transition Services Agreement, (a) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement and the Confidentiality Agreement and (b) except for the provisions of Section 9.06, are not intended to confer upon any Person other than the Constituent Entities any rights, benefits or remedies.

12.06 Governing Law. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of laws thereof.

12.07 Specific Enforcement; Consent to Jurisdiction. The parties agree that irreparable damage would occur and that the parties would not have any adequate remedy at Law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any Federal court located in the State of Delaware or in any state court in the State of Delaware, this being in addition to any other remedy to which they are entitled at Law or in equity. In addition, each of the parties hereto (a) consents to submit itself to the personal jurisdiction of any Federal court located in the State of Delaware or of any state court located in the State of Delaware in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (c) agrees that it will not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than a Federal court located in the State of Delaware or a state court located in the State of Delaware.

12.08 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

12.09 Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of Law or otherwise by any of the parties without the prior written consent of the other parties and any purported assignment without such consent shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

12.10 Severability. If any term or other provision of this Agreement, or the application thereof to any Person or any circumstance, is invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other terms, conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long

as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable Law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

(a) From and after the Effective Date until the third anniversary of the Effective Date, in addition to the actions specifically provided for elsewhere in this Agreement, each of the parties hereto shall use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary to consummate and make effective the transactions contemplated by this Agreement and the other agreements and documents contemplated hereby. Without limiting the foregoing, each party hereto shall cooperate with the other parties hereto, and execute and deliver, or use commercially reasonable efforts to cause to be executed and delivered, all instruments, including instruments of conveyance, assignment and transfer, and to make all filings with, and to obtain all consents, approvals or authorizations of, any Governmental Authority or any other Person under any Permit or Contract, and to take all such other actions as such party may reasonably be requested to take by the other party from time to time, consistent with the terms of this Agreement, in order to vest in Newco or the Contributed Subsidiaries all of the title and ownership interest of Cargill and its Subsidiaries to all of the Cargill Fertilizer Assets, to put Newco or the Contributed Subsidiaries in actual possession and operating control thereof and to permit Newco or the Contributed Subsidiaries to exercise all rights with respect thereto held by the transferor (including, without limitation, rights with respect to assets as to which the consent of any Third Party to the transfer thereof shall not have previously been obtained) and to effectuate the provisions and purposes of this Agreement and the other agreements and documents contemplated hereby. In addition, each party hereto shall execute and deliver, or use commercially reasonable efforts to cause to be executed and delivered, all instruments, undertakings or other documents and take such other actions as such party may reasonably be requested to be taken by any other party from time to time, consistent with the terms of this Agreement, in order to have Newco or one of the Contributed Subsidiaries fully assume and discharge the Cargill Fertilizer Liabilities and to release Cargill and its Subsidiaries from any liability with respect thereto.

(b) For three years following the Effective Date, if Cargill or Newco, as the case may be, identifies any asset then owned or any liability then assumed by either Cargill or any of the its Subsidiaries (as constituted after the Effective Date), on the one hand, or Newco or any of the Contributed Subsidiaries, on the other hand, that both Cargill and Newco each agree in their good faith judgment more properly belongs to, or should be assumed by, the other party, or a Subsidiary of the other party, then the Cargill Contributing Corporations or Newco, as the case may be, shall (i) convey, assign, transfer, contribute and set over any such asset or shall cause any such asset to be conveyed, assigned, transferred, contributed and set over in accordance with this Section 12.11 to the entity identified by Cargill or Newco as the appropriate transferee or (ii) convey, assign, transfer and set over any such liability or shall cause any such liability to be conveyed, assigned, transferred and set over, and any such liability shall be assumed in accordance with this Section 12.11 by the entity identified by Cargill and Newco as the appropriate obligor. The parties hereto acknowledge and agree that the transfer of assets and liabilities provided for in this Section 12.11(b) are to be made without any additional consideration other than the assumption of liabilities of such transferred assets by the transferee.

(c) All conveyances, assignments, transfers and contributions of assets and liabilities occurring after the Effective Date pursuant to this Section 12.11 are intended by the parties to relate back to the Effective Time and shall be governed by the terms of this Agreement. In furtherance of the foregoing, any such conveyances, assignments, transfers and contributions of assets and liabilities shall be deemed to relate back to the Effective Time and, unless the parties hereto otherwise agree, shall be made without additional consideration other than the assumption of liabilities by the transferee.

(d) Whether or not all of the assets or the liabilities described in Section 4.01 shall have been legally transferred to, or assumed by, Newco or one of the Contributed Subsidiaries as of the Effective Date, the parties

hereto agree that as between Cargill and Newco and their respective Subsidiaries, as of the Effective Date, Newco or one of the Contributed Subsidiaries shall have, and shall be deemed to have acquired, complete and sole beneficial ownership over all of the Cargill Fertilizer Assets, together with all of Cargill’s and its Subsidiaries’ rights, powers and privileges incident thereto, and shall be deemed to have assumed in accordance with the terms of this Agreement all of the Cargill Fertilizer Liabilities and all of Cargill’s and its Subsidiaries’ duties, obligations and responsibilities incident thereto. In the event that an asset or liability of Cargill or its Affiliates that is not a Cargill Fertilizer Asset or Cargill Fertilizer Liability is inadvertently transferred to or assumed by Newco or one of the Contributed Subsidiaries, the parties hereto agree that as between Cargill and Newco and their respective Subsidiaries, as of the Effective Date, Cargill shall be deemed to have retained complete and sole beneficial ownership over such non-Cargill Fertilizer Asset or non-Cargill Fertilizer Liability, together with all of Cargill’s and its Subsidiaries’ rights, powers and privileges incident thereto, and shall remain liable for all of Cargill’s and its Subsidiaries’ duties, obligations and responsibilities incident thereto.

(e) With respect to claims, litigation or other proceedings involving one or more Third Parties, Cargill and Newco shall reasonably cooperate with each other and any applicable insurers at Newco’s expense in the prosecution or defense of any such claim, litigation or other proceeding to the extent arising from the ownership or conduct of the Cargill Fertilizer Businesses prior to the Effective Time. Newco shall bear any insurance retention, deductible and related expenses. To the extent that any liability or obligation of the Cargill Fertilizer Businesses assumed by Newco pursuant to Section 4.01 exceeding the applicable deductible or self-insured retention amount may be covered by or reimbursable under any liability or casualty insurance policy of Cargill or its Subsidiaries maintained prior to the Effective Time, Cargill will, upon reasonable request from Newco, cooperate with Newco in evaluating the availability of coverage under any such policy and assist Newco in asserting claims for such coverage.

12.12 Schedules. Each of IMC and Cargill has set forth certain information in its respective disclosure schedule in a section thereof that corresponds to the Section or portion of a Section of this Agreement to which it relates. A matter set forth in one section of a disclosure schedule need not be set forth in any other section of the disclosure schedule so long as its relevance to such other section of the disclosure schedule or Section of this Agreement is readily apparent on the face of the information disclosed in such disclosure schedule. The fact that any item of information is disclosed in a disclosure schedule shall not be construed to mean that such information is required to be disclosed by this Agreement. Any information or the dollar thresholds set forth in a disclosure schedule shall not be used as a basis for interpreting the terms “material,” “IMC Material Adverse Effect” or “Cargill Material Adverse Effect” or other similar terms in this Agreement, except as otherwise expressly set forth in such disclosure schedule.

IN WITNESS WHEREOF, IMC Global Inc., Global Nutrition Solutions, Inc., GNS Acquisition Corp., Cargill, Incorporated, and Cargill Fertilizer, Inc. have caused this Agreement to be signed by their respective officers thereunto duly authorized, all as of the date first written above.


IMC GLOBAL INC.

By:		/s/ Douglas A. Pertz
Name:		Douglas A. Pertz
Title:		Chairman and CEO

GLOBAL NUTRITION SOLUTIONS, INC.

By:		/s/ Fredric W. Corrigan
Name:		Fredric W. Corrigan
Title:		CEO and President

GNS ACQUISITION CORP.

By:		/s/ Fredric W. Corrigan
Name:		Fredric W. Corrigan
Title:		CEO and President

CARGILL, INCORPORATED

By:		/s/ Robert L. Lumpkins
Name:		Robert L. Lumpkins
Title:		Vice Chairman and CFO

CARGILL FERTILIZER, INC.

By:		/s/ Steven L. Pinney
Name:		Steven L. Pinney
Title:		President

INVESTOR RIGHTS AGREEMENT dated as of January 26, 2004 (this “Agreement”) between Cargill, Incorporated, a Delaware corporation (“Cargill”), and Global Nutrition Solutions, Inc., a Delaware corporation (the “Company”).

WHEREAS, concurrently with the execution of this Agreement, IMC Global Inc., a Delaware corporation (“IMC”), the Company, GNS Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“GNS Acquisition Corp.”), Cargill and Cargill Fertilizer, Inc., a Delaware corporation and a direct wholly owned subsidiary of Cargill, have entered into an Agreement and Plan of Merger and Contribution (the “Merger and Contribution Agreement”) providing for (i) the merger of GNS Acquisition Corp. with and into IMC, with IMC as the surviving corporation, and (ii) the contribution to the Company by Cargill and certain of its subsidiaries of equity interests in certain entities owning all or substantially all of the assets, liabilities and obligations of the Cargill Fertilizer Businesses (as defined in the Merger and Contribution Agreement) (together, the “Transactions”);

WHEREAS, following the consummation of the Transactions, the Cargill Contributing Corporations (as defined in the Merger and Contribution Agreement) will own approximately 66.5% of the outstanding shares of common stock, $0.01 par value per share, of the Company (the “Company Common Stock”), plus 5,458,955 shares of Class B common stock, $0.01 par value per share, of the Company (the “Company Class B Common Stock”), and IMC will be a direct wholly owned subsidiary of the Company;

WHEREAS, in connection with the Transactions, the parties hereto wish to enter into this Agreement to address certain matters with respect to (i) the transfer and ownership of securities of the Company by Cargill and (ii) the governance of the Company; and

WHEREAS, Section 10.01 of the Merger and Contribution Agreement provides that, as a condition to IMC’s obligations to effect the Transactions, Cargill shall have executed and delivered to the Company this Agreement and this Agreement shall remain in full force and effect.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the parties hereto hereby agrees as follows:

1. Definitions. The following terms have the following meanings for purposes of this Agreement:

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such Person. As used in this definition, “control” (including, with correlative meanings, “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership, limited liability company or other ownership interests, by contract or otherwise).

“Board of Directors” means the Board of Directors of the Company in office at the applicable time.

“Effective Date” shall have the meaning set forth in Section 2.03 of the Merger and Contribution Agreement.

“IMC Independent Director” means an IMC Director who is a Non-Associated Director.

“No-Sales Period” means the three-year period commencing on the Effective Date.

“Non-Associated Director” means a member of the Board of Directors who would have been considered an “independent director” of each of Cargill, the Company and IMC immediately prior to the Effective Date under (i) Section 303A.02 of the New York Stock Exchange Listed Company Manual and (ii) the rules and regulations of the SEC.

“Person” means any individual, corporation, limited liability company, partnership, association, trust or estate, unincorporated organization, joint venture, government or agency or political subdivision thereof, or any other entity of whatever nature.

“Registration Rights Agreement” means the Registration Rights Agreement, dated as of the date hereof, between the Company and Cargill.

“Standstill Period” means the four-year period commencing on the Effective Date.

“Voting Securities” means (i) the Company Common Stock, (ii) the Company Class B Common Stock, (iii) shares of any other class of capital stock of the Company then entitled to vote generally in the election of Directors of the Company or its successors and (iv) any securities convertible or exchangeable into or exchangeable for any shares of capital stock of the Company and any rights or options to acquire any of the foregoing.

(a) Annual Election of Directors. With respect to each election of Directors held or otherwise conducted at any time prior to the end of the Standstill Period:

(i) Cargill shall take (and cause to be taken, including, without limitation, to the extent permitted by applicable law, causing its representatives or designees on the Board of Directors to take) all commercially reasonable actions and agrees to exercise all authority under applicable law to cause any slate of nominees recommended by the Board of Directors to stockholders of the Company for election as a Director to include:

(A) seven (7) Director nominees designated by Cargill (the “Cargill Directors”); and

(B) the four (4) Director nominees set forth on Schedule A hereto (or any replacement Director nominees designated by such Directors or their duly elected replacements, such designation to be evidenced by a vote of a majority of such Directors as shall be continuing to serve) (collectively, the “IMC Directors”); and

(ii) the Company shall take (and cause to be taken) all commercially reasonable actions and agrees to exercise all authority under applicable law to cause any slate of nominees recommended by the Board of Directors to the stockholders of the Company for election to the Board of Directors to include the individuals nominated in accordance with the terms of this Agreement to serve as either Cargill Directors or IMC Directors (the “Nominees”), and to ensure that a majority of the Cargill Directors constitute Non-Associated Directors and that at least three (3) of the four (4) IMC Directors constitute Non-Associated Directors. In this regard, the Company shall, subject to applicable law and the listing requirements of the NYSE (or any other applicable stock exchange or interdealer quotation system, if and to the extent the Company is subject thereto), duly nominate and recommend for election to the Board of Directors and shall solicit proxies in favor of the election of the Nominees from the stockholders of the Company entitled to vote for the election of Directors. In connection therewith and in furtherance thereof, the Company shall include in any proxy solicitation materials related to the election of members of the Board of Directors such

information regarding the Nominees and recommendations of the Board of Directors as are appropriate in proxy solicitation materials or as may be required under the rules and regulations promulgated by the SEC.

(b) Vacancies. At any time prior to the end of the Standstill Period, if a Cargill Director or an IMC Director, as the case may be, resigns from the Board of Directors, is removed for cause under applicable law, dies or otherwise cannot or is not willing to stand for reelection or to continue to serve as a member of the Board of Directors, Cargill shall take (and cause to be taken, including, without limitation, to the extent permitted by applicable law, causing its representatives or designees on the Board of Directors to take) all commercially reasonable actions and agrees to exercise all authority under applicable law to cause the vacancy to be filled, prior to or concurrent with any further meeting or action by the Board of Directors, by:

(i) if the departing Director was a Cargill Director, a replacement Cargill Director selected by the remaining Cargill Directors (such selection to be evidenced by a vote of a majority of such remaining Cargill Directors); provided, that a majority of the Cargill Directors shall continue to constitute Non-Associated Directors; or

(ii) if the departing Director was an IMC Director, a replacement IMC Director selected by the remaining IMC Directors (such selection to be evidenced by a vote of a majority of such remaining IMC Directors); provided, that at least three (3) of the four (4) IMC Directors shall continue to constitute Non-Associated Directors.

3. Agreement to Vote. With respect to each election of Directors held or otherwise conducted at any time prior to the end of the Standstill Period, Cargill shall vote (or cause to be voted), in person or by proxy, all Voting Securities that Cargill or any of its Affiliates owns or has the right to vote:

(a) in favor of the election of each Nominee included on the slate of Nominees proposed, recommended or otherwise supported by the Board of Directors in accordance with the terms of Section 2;

(b) against any slate of Directors or nominees for Director that shall be proposed in opposition or as an alternative to the slate of Director nominees proposed, recommended or otherwise supported by the Board of Directors; and

(c) in accordance with the recommendation of the Board of Directors on all matters submitted to the vote of stockholders of the Company which have been proposed by any stockholder or stockholders and which affect or regard the compensation or benefits of Directors, officers or employees of the Company or relate to matters concerning the continued publicly traded nature of the Company or any potential change in control of the Company (other than the matters set forth in items (i) – (ii) below) or concerning federal or state statutes relating to moratoria on business combinations, fair price or control share acquisitions; provided, however, that Cargill may vote any Voting Securities owned by it as it determines in its sole discretion with respect to any of the following transactions initiated or supported by the Board of Directors which are presented at a meeting of stockholders of the Company for approval: (i) any disposition of the Company (by way of merger, sale of assets or otherwise) of a substantial part of its assets, (ii) any recapitalization of Company (other than a recapitalization for the purpose of forming a holding company or to effect a change in the Company’s state of incorporation), (iii) any liquidation of, or consolidation involving, the Company, (iv) any increase in the Company’s authorized shares or, subject to Section 4(b), other amendment to the Certificate of Incorporation or By-Laws of the Company or (v) any transaction not otherwise provided for in this paragraph (c) that could reasonably be expected to have a material effect on Cargill’s investment in the Company. Cargill shall be present, in person or by proxy, and without further action hereby agrees that it shall be deemed to be present, at all meetings of stockholders of the Company so that all Voting Securities beneficially owned by Cargill shall be counted for purposes of determining the presence of a quorum at such meetings.

4. Organizational Documents of the Company. The parties hereto agree that the following covenants set forth in this Section 4 shall apply during the Standstill Period:

(a) The parties hereto agree to take (and cause to be taken) all commercially reasonable actions and agree to exercise all authority under applicable law to cause the Certificate of Incorporation of the Company (the

“Certificate of Incorporation”) and the By-Laws of the Company (the “By-Laws” and, together with the Certificate of Incorporation, the “Company Organizational Documents”) to be in the form attached to the Merger and Contribution Agreement as Exhibit C and Exhibit D, respectively (as such forms may be amended or modified from time to time prior to the Effective Date in accordance with the Merger and Contribution Agreement), on and as of the Effective Date, to the extent they are not already in such form as of the Effective Date. In furtherance of the foregoing, Cargill agrees that it will, to the extent permitted under applicable law:

(i) cause its representatives or designees on the Board of Directors to bring before the full Board of Directors and cause the full Board of Directors to recommend to the stockholders of the Company any necessary amendment or amendments to the Company Organizational Documents so that, at the Effective Date, they will conform with the forms attached as Exhibits C and D to the Merger and Contribution Agreement (as such forms may be amended or modified from time to time prior to the Effective Date in accordance with the Merger and Contribution Agreement);

(ii) cause its representatives or designees on the Board of Directors to vote in favor of and approve any such amendments; and

(iii) vote (or cause to be voted), in person or by proxy, all Voting Securities that Cargill owns or has the right to vote in favor of any such amendments.

(b) The parties hereto agree to take (and cause to be taken, including, without limitation, in the case of Cargill, to the extent permitted by applicable law, causing its representatives or designees on the Board of Directors to take) all commercially reasonable actions and agree to exercise all authority under applicable law to cause the following to be true during the Standstill Period:

(i) the Certificate of Incorporation shall provide for the Board of Directors to be divided into three (3) classes;

(ii) the By-Laws shall provide for the Board of Directors to be comprised of eleven (11) Directors;

(iii) the By-Laws shall provide for the Board of Directors to have an Executive Committee, Audit Committee, a Compensation Committee and a Governance Committee, in addition to any other Committees of the Board of Directors to be created by the Board of Directors; each such Committee shall comply with the applicable provisions of the Sarbanes-Oxley Act and the rules and regulations of the SEC and NYSE applicable to board committees of such nature;

(iv) the By-Laws shall provide for each Committee of the Board of Directors to be comprised of five (5) Directors, to the extent practicable to comply with the applicable provisions of the Sarbanes-Oxley Act and the rules and regulations of the SEC and the NYSE applicable to board committees of such nature;

(v) the By-Laws shall provide for the Chairman of the Compensation Committee of the Board of Directors to be a Non-Associated Director and, if required by Section 162(m) of the Internal Revenue Code or Section 16 of the 1934 Act, for all other members also to be Non-Associated Directors;

(vi) the By-Laws shall provide for the Audit Committee of the Board of Directors to be comprised entirely of Non-Associated Directors; and

(vii) the By-Laws shall provide for the Governance Committee of the Board of Directors to be comprised of a majority of Non-Associated Directors.

Without in any way limiting the foregoing, during the Standstill Period, the parties hereto agree not to (and in the case of Cargill, to the extent permitted by applicable law, to cause its representatives or designees on the Board of Directors not to) initiate, propose, or otherwise support or vote in favor of any amendment to the Company Organizational Documents that would conflict with the agreements set forth herein.

(a) During the Standstill Period, the parties hereto shall take (and cause to be taken, including, without limitation, in the case of Cargill, to the extent permitted by applicable law, causing its representatives or

designees on the Board of Directors to take) all commercially reasonable actions and agree to exercise all authority under applicable law to cause such individual as designated by Cargill for such purpose to be elected as the Chairman, Chief Executive Officer and President of the Company and to cause such individual to be elected as a member of the Governance Committee of the Board of Directors.

(b) During the Standstill Period, the parties hereto shall take (and cause to be taken, including, without limitation, in the case of Cargill, to the extent permitted by applicable law, causing its representatives or designees on the Board of Directors to take) all commercially reasonable actions and agree to exercise all authority under applicable law to cause the classes of the Board of Directors during the Standstill Period to be comprised as follows:

(ii) Class II shall be comprised of 3 Cargill Directors and 2 IMC Directors; and

(c) During the Standstill Period, the parties hereto shall take (and cause to be taken, including, without limitation, in the case of Cargill, to the extent permitted by applicable law, causing its representatives or designees on the Board of Directors to take) all commercially reasonable actions and agree to exercise all authority under applicable law to cause each Committee of the Board of Directors during the Standstill Period to be comprised of three (3) Cargill Directors and two (2) IMC Directors, except as otherwise necessary to comply with the applicable provisions of the Sarbanes-Oxley Act and the rules and regulations of the SEC and NYSE applicable to board committees of such nature.

6. No Instigation or Support of Proxy Contest or Stockholder Proposals. Cargill shall not at any time during the Standstill Period, directly or indirectly, through one or more intermediaries acting on its behalf, singly or as part of a partnership, syndicate or other group (as those terms are used within the meaning of Section 13(d)(3) of the 1934 Act), and shall cause each of its Affiliates not to, directly or indirectly:

(a) instigate, support or in any way participate in any proxy contest or otherwise engage in the “solicitation” of “proxies” (as such terms are defined in Rule 14a-1 under the 1934 Act, whether or not such solicitation is exempt under Rule 14a-2 under the 1934 Act) with respect to any matter from holders of Voting Securities (including by the execution of actions by written consent) in opposition to proposals or matters proposed, recommended or otherwise supported by the Board of Directors;

(b) become a “participant” in any “election contest” (as such terms are defined or used in Rule 14-11 under the 1934 Act) with respect to the Company or solicit any consent or communicate with or seek to advise, encourage or influence any Person with respect to the voting of any Voting Securities; provided, however, that Cargill shall not be prevented hereunder from being a “participant” in support of the management of the Company by reason of the membership of Cargill’s designees on the Company’s Board of Directors or the inclusion of Cargill’s designees on the slate of nominees for election to the Board of Directors proposed by the Company;

(c) initiate or participate in the solicitation of, or otherwise solicit, stockholders for the approval of one or more stockholder proposals with respect to the Company as described in Rule 14a-8 under the 1934 Act or induce or attempt to induce any other Person to initiate any stockholder proposal relating to the Company;

(d) form, join, encourage the formation of or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the 1934 Act) of Persons acquiring, holding, voting or disposing of any Voting Securities which would be required under Section 13(d) of the 1934 Act and the rules and regulations thereunder to file a statement on Schedule 13D with the SEC as a “person” within the meaning of Section 13(d)(3) of the 1934 Act (or any successor statute or regulation);

(e) participate in or encourage the formation of any group which owns or seeks or offers to acquire beneficial ownership of securities of the Company or rights to acquire such securities or for the purpose of circumventing any provision of this Agreement;

(f) solicit, seek or offer to effect, negotiate with or provide any information to any party with respect to, make any statement or proposal, whether written or oral, either alone or in concert with others, to the Board of Directors, to any Director or officer of the Company or to any other stockholder of the Company with respect to, or otherwise formulate any plan or proposal or make any public announcement, proposal, offer or filing under the 1934 Act, any similar or successor statute or otherwise, or take action to cause the Company to make any such filing, with respect to: (i) any form of business combination transaction or acquisition involving the Company (other than transactions contemplated by this Agreement), including, without limitation, a merger, exchange offer or liquidation of the Company’s assets, (ii) any form of restructuring, recapitalization or similar transaction with respect to the Company, including, without limitation, a merger, exchange offer or liquidation of the Company’s assets, (iii) any acquisition or disposition of assets material to the Company, (iv) any request to amend, waive or terminate the provisions of this Agreement or (v) any proposal or other statement inconsistent with the terms of this Agreement, provided, however, that Cargill and its Affiliates may discuss the affairs and prospects of the Company, the status of Cargill’s investment in the Company and any of the matters described in clause (i) through (v) of this paragraph at any time, and from time to time, with the Board of Directors or any Director or executive officer of the Company and Cargill may discuss any matter, including any of the foregoing, with its outside legal and financial advisors, if as a result of any such discussions Cargill is not required to make, and does not make, any public announcement or filing under the 1934 Act otherwise prohibited by this Agreement; and provided, further, that, notwithstanding the foregoing, the parties hereto agree and acknowledge that any requirement that Cargill file a Schedule 13D, Form 4, any similar form or any amendments thereto as a result of the transactions contemplated by the Registration Rights Agreement or any conversion of shares of Company Class B Common Stock into Company Common Stock in accordance with the terms of the Company Class B Common Stock shall not constitute a breach or violation of this Agreement;

(h) seek to increase the number of Directors serving on the Board of Directors above eleven (11) or to increase the number of Cargill representatives or designees on the Board of Directors above seven (7);

(i) call or seek to have called any meeting of the stockholders of the Company; or

(j) assist, instigate or encourage any third party to take any of the actions enumerated in this Section 6.

(a) During the Standstill Period, Cargill will not acquire, or agree, offer or seek or propose to acquire, directly or indirectly, alone or in concert with any other Person, by purchase, gift, business combination or otherwise, any shares of Company Common Stock, or direct or indirect rights or options to acquire (through purchase, exchange, conversion or otherwise) any shares of Company Common Stock, from any other holder of Company Common Stock of the Company.

(b) If Cargill acquires, directly or indirectly, shares of Company Common Stock in violation of Section 7(a), Cargill shall, as soon as it becomes aware of such violation, give prompt notice to the Company and such shares of Company Common Stock shall immediately be disposed of by Cargill.

(c) For the avoidance of doubt, the parties hereto acknowledge and agree that, notwithstanding the foregoing, neither (i) any transfer of shares of Company Common Stock or Company Class B Common Stock among Cargill and any of its Affiliates, nor (ii) the conversion of shares of Company Class B Common Stock into shares of Company Common Stock in accordance with the terms of the Company Class B Common Stock, shall constitute a breach of this Agreement; provided, that, in the case of clause (i), Cargill complies with Section 11.

(d) Notwithstanding the restrictions set forth in Section 7(a), if the Company elects to offer and sell shares of Company Common Stock to third parties at any time during the one-year period commencing on the Effective Date, the result of which would cause Cargill and its Affiliates to own less than 50% of the outstanding shares of Company Common Stock following the sale of such shares, then Cargill shall have the right to subscribe for such number of shares of Company Common Stock which would result in Cargill and its Affiliates owning 50.1% of the outstanding shares of Company Common Stock immediately following the sale of shares of Company Common Stock to such third parties; provided, that any purchase by Cargill and its Affiliates of Company Common Stock pursuant to the terms of this Section 7(d) shall be on comparable terms to the sales to third parties described in this Section 7(d).

(a) During the No-Sales Period, Cargill will not (and will cause its Affiliates not to) sell, transfer, pledge, encumber or otherwise dispose of, directly or indirectly, any Voting Securities to any Person who is not an Affiliate of Cargill (a “Third Person”), unless (i) such transaction is unanimously approved in advance by the IMC Directors and (ii) such Third Person agrees in writing to be bound by the terms of this Agreement.

(b) During the Standstill Period, notwithstanding any other provision of this Agreement, any sale, transfer or other disposition of any Voting Securities by Cargill permitted by this Agreement shall not be made unless (i) Cargill gives ten (10) days’ notice in writing to the Company of such transfer and (ii) the transferee agrees in writing to be bound by the terms of this Agreement; provided, that the foregoing shall not apply in the case of any sale, transfer or other disposition made pursuant to a registration statement under the Registration Rights Agreement.

(c) Any sale, transfer of other disposition made in violation of Section 8(a) shall be null and void, and the Company shall not register any such sale, transfer of other disposition in its books and records.

(a) The parties hereto agree and acknowledge that, during the Standstill Period, any commercial or other transactions (including, without limitation, any squeeze-out merger, reverse stock split or otherwise), arrangements and agreements (or series of related transactions) between Cargill and its subsidiaries (other than the Company and its subsidiaries), on the one hand, and the Company and its subsidiaries, on the other hand, shall require prior approval of a majority of the IMC Independent Directors in addition to any approvals that may be required generally of the Board of Directors of the Company or any committee thereof.

(b) With respect to any commercial or other transaction, arrangement or agreement (or series of related transactions) requiring approval of a majority of the IMC Independent Directors in accordance with Section 9(a), the IMC Independent Directors may delegate to one or more of the IMC Independent Directors the authority to approve such transaction, arrangement or agreement (or series of related transactions) provided that the amount of payments from the Company or its Affiliates to Cargill or any of its Affiliates, or payments from Cargill or any of its Affiliates to the Company or its Affiliates, in respect thereof do not exceed $5,000,000.

10. Indemnity Claims. During the seven-year period commencing on the Effective Date (the “Indemnity Period”), any consideration of or determination by the Company of whether or not to pursue any claim for indemnification against Cargill pursuant to Section 9.21 of the Merger and Contribution Agreement shall be made by the IMC Independent Directors.

11. Affiliates. During the Standstill Period, Cargill shall cause its Affiliates to comply with the terms of Sections 6 and 7 of this Agreement. During the Standstill Period, at any time that an Affiliate of Cargill becomes a stockholder of the Company, such Affiliate shall agree in writing to be bound by the terms of this Agreement and, thereafter, Cargill shall cause such Affiliate to comply with all other terms set forth in this Agreement.

12. No Inconsistent Agreements. During the Standstill Period, Cargill agrees not to grant any proxies or enter into any voting agreement or arrangement with any Person that would be inconsistent with the provisions of this Agreement or that would result in any Voting Securities attributable to Cargill being voted in any manner inconsistent with the provisions of this Agreement. Nothing contained herein shall be deemed to limit or otherwise affect any obligations of the Company or Cargill under the Merger and Contribution Agreement.

13. Representations and Warranties of Cargill. Cargill represents and warrants to the Company as follows:

(a) Cargill is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

(b) Cargill has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated to be performed by it hereby. The execution, delivery and performance by Cargill of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Cargill. No approval of Cargill’s stockholders is required in connection with Cargill’s execution, delivery and performance of this Agreement and the consummation by Cargill of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Cargill and, assuming the due authorization, execution and delivery of this Agreement by the Company, constitutes the legal, valid and binding agreement of Cargill enforceable against it in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application which may affect the enforcement of creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(c) The execution and delivery of this Agreement by Cargill do not conflict with any agreement, order or other instrument binding upon it, nor require any regulatory filing or approval.

14. Representations and Warranties of the Company. The Company represents and warrants to Cargill as follows:

(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

(b) The Company has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated to be performed by it hereby. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by Cargill, constitutes the legal, valid and binding agreement of the Company enforceable against it in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application which may affect the enforcement of creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(c) The execution and delivery of this Agreement by the Company do not conflict with any agreement, order or other instrument binding upon it, nor require any regulatory filing or approval.

(a) This Agreement shall not be effective (and the parties hereto shall not be bound by any obligations hereunder) until the Effective Date. In the event that the Merger and Contribution Agreement is terminated without consummation of the Transactions, this Agreement shall automatically terminate without any action on the part of either party to this Agreement.

(b) This Agreement may be terminated by mutual written agreement of Cargill and the Company; provided, however, that any such written agreement of the Company shall be effective only if approved by a majority of the IMC Independent Directors.

(c) Unless earlier terminated in accordance with Section 15(a) or Section 15(b), this Agreement shall terminate automatically on the day immediately following the last day of the Indemnity Period.

(d) If this Agreement is terminated pursuant to this Section 15, all further obligations of each party hereto shall terminated without further liability or obligation of such party to the other, including liability for damages; provided, however, that no such termination shall relieve either party hereto from any liability for any breach of this Agreement arising prior to the termination date.

16. Further Assurances. Each party hereto shall execute and deliver such additional instruments and other documents and shall take such further actions as may be necessary or appropriate to effectuate, carry out and comply with all of its obligations under this Agreement. Without limiting the generality of the foregoing, neither of the parties hereto shall enter into any agreement or arrangement (or alter, amend or terminate any existing agreement or arrangement) if such action would materially impair the ability of any party to effectuate, carry out or comply with all the terms of this Agreement.

(a) Cargill acknowledges that irreparable damage would occur to the Company in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the Company shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof in addition to any other remedy to which the Company may be entitled at law or in equity.

(b) The IMC Independent Directors have the authority to enforce this Agreement against Cargill for and on behalf of the Company without any other action by the Board of Directors.

18. Entire Agreement. Except as otherwise expressly set forth herein, this Agreement, including the Schedule referred to herein, constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes and preempts all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter of this Agreement.

19. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law. However, if any term of this Agreement or the application thereof to any party or circumstances shall be held invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, the remainder of this Agreement and the application of such term to the other parties or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by applicable law and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been herein and, in such event the parties shall negotiate in good faith in an attempt to agree to another provision (in lieu of the term or application held to be invalid or unenforceable) that will be valid and enforceable and will carry out the parties’ intentions hereunder.

20. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but such counterparts shall constitute one and the same instrument.

21. Amendments and Waivers. (a) Any provision of this Agreement may be amended or waived, if, but only if, such amendment or waiver is in writing and is signed (i) in the case of a waiver of any provision binding on Cargill, by the Company, (ii) in the case of a waiver of any provision binding on the Company, by Cargill and (iii) in the case of an amendment of this Agreement, by Cargill and the Company; provided, however, that, in the

case of a waiver referred to in clause (i) above or an amendment referred to in clause (iii) above, any such written agreement of the Company shall be effective only if approved by a majority of the IMC Independent Directors.

(b) The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance.

22. Successors and Assigns. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the respective successors and permitted assigns of the parties hereto; provided, however, that neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party hereto.

23. Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed given upon delivery (a) when delivered personally, (b) if transmitted by facsimile when confirmation of transmission is received, (c) if sent by registered or certified mail, postage prepaid, return receipt requested or (d) if sent by reputable overnight courier service (providing proof of delivery); and shall be addressed as follows:

24. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without regard to principles of conflict of laws.

25. Jurisdiction. Each party hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery in the State of Delaware in any action, suit or proceeding arising in connection with this Agreement, and agrees that any such action, suit or proceeding shall be brought only in such court and waives any objection based on forum non conveniens or any other objection to venue therein; provided, however, that such consent jurisdiction is solely for the purpose referred to in this Section 25 and shall not be deemed to be in general submission to the jurisdiction of said court or in the State of Delaware other than for such purposes.

26. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

27. Name, Captions, Gender. The name assigned this Agreement and the section captions used herein are for convenience of reference only and shall not affect the interpretation or construction hereof. Whenever the context may require, any pronoun used herein shall include the corresponding masculine, feminine or neuter forms.

28. Expenses. Each party shall bear its own expenses incurred in connection with this Agreement and the transactions contemplated hereby.

IN WITNESS WHEREOF, the parties have duly executed this Investor Rights Agreement as of the date first above written.


CARGILL, INCORPORATED

By:		/s/ Robert L. Lumpkins
Name:		Robert L. Lumpkins
Title:		Vice Chairman and CFO

GLOBAL NUTRITION SOLUTIONS, INC.

By:		/s/ Fredric W. Corrigan
Name:		Fredric W. Corrigan
Title:		CEO and President

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of January 26, 2004 by and between Global Nutrition Solutions, Inc., a Delaware corporation (the “Company”), and Cargill, Incorporated, a Delaware corporation (“Cargill”).

WHEREAS, concurrently with the execution of this Agreement, IMC Global Inc., a Delaware corporation (“IMC”), the Company, GNS Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company, Cargill and Cargill Fertilizer, Inc., a Delaware corporation and a direct wholly owned subsidiary of Cargill, have entered into an Agreement and Plan of Merger and Contribution (the “Merger and Contribution Agreement”) providing for, among other things, (i) the contribution (the “Contribution”) to the Company by Cargill and certain of its subsidiaries of equity interests in certain entities owning all or substantially all of the assets, liabilities and obligations of the Cargill Fertilizer Businesses (as defined in the Merger and Contribution Agreement) and (ii) in consideration for the Contribution, the issuance by the Company to Cargill of a number of shares (the “Shares”) of common stock, $0.01 par value per share, of the Company (the “Common Stock”) equal to 66.5% of the aggregate number of shares of Common Stock issuable on the Effective Date (as hereinafter defined) plus 5,458,955 shares (the “Class B Shares”) of the Company’s Class B common stock, $0.01 par value per share;

WHEREAS, the parties hereto hereby desire to set forth the rights of the holders of the Registrable Securities (as hereinafter defined) to, and the Company’s obligations to, cause the registration of the resale of the Registrable Securities pursuant to the Securities Act (as hereinafter defined); and

WHEREAS, Section 10.03 of the Merger and Contribution Agreement provides that, as a condition to Cargill’s obligations to effect the Contribution and the other transactions contemplated by the Merger and Contribution Agreement, Cargill and the Company shall have executed and delivered this Agreement and this Agreement shall remain in full force and effect.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Definitions. Unless otherwise provided in this Agreement, capitalized terms used herein shall have the following meanings:

“Effective Date” has the meaning set forth in Section 2.03 of the Merger and Contribution Agreement.

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

“Person” means any individual, corporation, association, limited liability company, partnership, trust or estate, unincorporated organization, joint venture, a government or any agency or political subdivision thereof, or any other entity of whatever nature.

“Qualified Holders” means the holders of a majority of the Registrable Securities then outstanding.

“Registrable Securities” means (a) the Shares, (b) any shares of Common Stock issued or issuable upon conversion of the Class B Shares and (c) any shares of Common Stock issued or issuable with respect to any of the securities referred to in clauses (a) and (b) by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (i) they have been distributed to the public pursuant to an offering registered under the Securities Act, (ii) they have been sold to the public through a broker, dealer or market maker in compliance with Rule 144 under the Securities Act (or any similar rule then in force) or (iii) at the time of any Demand Registration or Piggyback Registration they constitute, together with all other Registrable Securities held by the holder thereof, less than any of the thresholds described in Rule 144(e)(1)(i), (ii) or (iii) (irrespective of whether the holder thereof is an “affiliate” as defined in Rule 144). For purposes of this Agreement, a Person shall be deemed to be the holder of Registrable Securities, and the Registrable Securities shall be deemed to be outstanding and in existence, whenever such Person has the right to acquire such Registrable Securities upon conversion or exercise of any securities held by such Person, whether or not such acquisition has actually been effected, and such Person shall be entitled to exercise the rights of a holder of such Registrable Securities hereunder.

2.1 Requests for Registration. At any time following the three-year anniversary of the Effective Date, the Qualified Holders may, subject to Section 2.2, request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 or any similar short-form registration statement (a “Demand Registration”). If for any reason the Company is not eligible to file a Demand Registration on Form S-3 or any similar short-form registration statement, then the Company shall effect such Demand Registration using such form as the Company is then eligible to use. Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within ten days after receipt of any such request, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to

Section 2.3, shall include as part of such Demand Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice by such holders.

2.2 Limitations on Demand Registrations. The holders of the Registrable Securities shall be entitled to request five (5) Demand Registrations with respect to Registrable Securities; provided, that, the aggregate offering price of Registrable Securities requested to be registered in any Demand Registration must be equal to at least $10 million. The holders of a majority of the Registrable Securities which are included in a Demand Registration may require the Company to file such Demand Registration with the Securities and Exchange Commission (the “Commission”) in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect) (a “Shelf Registration”).

2.3 Priority on Demand Registrations. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing, with a copy to be delivered to the Qualified Holders, that, in their opinion, the number of Registrable Securities requested to be included in such offering exceeds the number of securities which can be sold therein without adversely affecting the marketability of the offering and within a price range acceptable to the holders of a majority of the Registrable Securities requesting registration, the Company shall first include in such registration, prior to the inclusion of any securities which are not Registrable Securities, the Registrable Securities requested to be included which in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such requesting holder.

2.4 Restrictions on Registration. The Company shall not be obligated to effect any Demand Registration within 270 days after (i) the effective date of a previous Demand Registration or (ii) the effective date of a registration of Common Stock (other than a Demand Registration) in which the holders of Registrable Securities were given piggyback rights pursuant to Section 3 and in which there was no reduction in the number of Registrable Securities requested to be included. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a Demand Registration if the Company furnishes to the Qualified Holders a certificate signed by the Chief Financial Officer of the Company stating that such Demand Registration would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any financing, acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, reorganization or other significant transaction; provided, that, in such event, the holders of Registrable Securities initially requesting such Demand Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder; and provided, further, that the Company may not exercise this deferral right more than once in any 12-month period.

2.5 Selection of Underwriters. The Company shall have the right to select the investment banker(s) and manager(s) to administer the offering in connection with any Demand Registration, subject to the approval of the holders of a majority of the Registrable Securities included in such Demand Registration (which approval shall not be unreasonably withheld or delayed).

3.1 Right to Piggyback. At any time following the three-year anniversary of the Effective Date, whenever the Company proposes to register any of its securities under the Securities Act (other than pursuant to a Demand Registration which shall be governed by Section 2, and registrations related solely to employee benefit plans or a Rule 145 transaction) and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and, subject to the terms hereof, shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 21 days after such holders receive the Company’s notice.

3.2 Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold therein without adversely affecting the marketability of the offering, the Company shall include in such registration (a) first, the securities the Company proposes to sell, (b) second, the Registrable Securities requested to be included in such registration, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder and (c) third, other securities requested to be included in such registration.

3.3 Priority on Other Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities other than holders of Registrable Securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in such registration (a) first, the securities requested to be included therein by the holders requesting such registration, (b) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of Registrable Securities owned by each such holder and (c) third, other securities requested to be included in such registration; provided, however, that in no event shall the Company grant to any third party, after the date hereof, registration rights that have a higher priority than the demand registration rights granted herein (“Superior Registration Rights”), nor shall the Company succeed to, whether by merger, operation of law or otherwise, or comply with any obligation of IMC originally incurred on or after the date hereof, which would result in the Company being required to provide Superior Registration Rights to any third party.

3.4 Selection of Underwriters. The Company shall have the right to select the investment banker(s) and manager(s) to administer the offering in connection with any Piggyback Registration.

4. Holdback Agreements. Each holder of Registrable Securities shall not effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, or engage in any hedging transactions relating to the same, during the 30 days prior to and the 90-day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration, in each case pursuant to which such holder’s Registrable Securities are included (except as part of such underwritten registration), unless the underwriters managing the registered public offering agree otherwise.

5. Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use commercially reasonable efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as expeditiously as possible:

5.1 prepare and file with the Commission a registration statement and such amendments and supplements as may be necessary with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective;

5.2 notify each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 120 days (or until the distribution described in the registration statement has been completed) (or, in the case of a Shelf Registration, a period ending on the earlier of (i) the date on which all Registrable Securities have been sold pursuant to the Shelf Registration or have otherwise ceased to be Registrable Securities, and (ii) the 24-month anniversary of the effective date of such Shelf Registration) and comply with the provisions of the Securities Act with respect to the disposition of securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement; provided, however, that

at any time, upon written notice to the participating holders of Registrable Securities and for a period not to exceed forty-five (45) days thereafter (the “Suspension Period”), the Company may suspend the use or effectiveness of any registration statement (and the holders of Registrable Securities participating in such offering hereby agree not to offer or sell any Registrable Securities pursuant to such registration statement during the Suspension Period) if the Company reasonably believes that the Company may, in the absence of such suspension hereunder, be required under state or federal securities laws to disclose any corporate development the disclosure of which could reasonably be expected to have a material adverse effect upon the Company, its stockholders, a potentially significant transaction or event involving the Company, or any negotiations, discussions, or proposals directly relating thereto. No more than two (2) such Suspension Periods shall occur in any twelve (12) month period. In the event that the Company shall exercise its rights hereunder, the applicable time period during which the registration statement is to remain effective shall be extended by a period of time equal to the duration of the Suspension Period. The Company may extend the Suspension Period for an additional consecutive thirty (30) days with the consent of the holders of at least a majority of the Registrable Securities proposed to be sold by the holders participating in such offering. If so directed by the Company, the holders of Registrable Securities shall use their commercially reasonable efforts to deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such holders’ possession, of the prospectus relating to such Registrable Securities current at the time of receipt of such notice;

5.3 furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;

5.4 use commercially reasonable efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided, however, that the Company shall not be required to (a) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (b) subject itself to taxation in any such jurisdiction or (c) consent to general service of process in any such jurisdiction);

5.5 promptly notify each seller of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall prepare a reasonable number of copies of a supplement or amendment to such prospectus so that, as thereafter delivered to the sellers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading, in which event the period mentioned in Section 5.2 shall be extended by the length of the period from and including the date when each seller of such Registrable Securities shall have received such notice to the date on which each such seller has received the copies of the supplemented or amended prospectus contemplated under this Section 5.5;

5.6 cause all such Registrable Securities to be listed on each securities exchange and/or quotation system on which similar securities issued by the Company are then listed and/or quoted;

5.7 provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;

5.8 enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including effecting a stock split or a combination of shares);

5.9 make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant or other agent

retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;

5.10 otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

5.11 in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Common Stock included in such registration statement for sale in any jurisdiction, the Company shall use its commercially reasonable efforts promptly to obtain the withdrawal of such order; and

5.12 use its commercially reasonable efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities.

6. Registration Expenses. All expenses incident to the Company’s performance of or compliance with this Agreement (whether with respect to a Demand Registration or Piggyback Registration), including, without limitation, all registration and filing fees, fees of any transfer agent and registrar, fees and expenses of compliance with securities or blue sky laws, printing expenses, fees and disbursements of counsel for the Company, fees and disbursements of one counsel chosen by the holders of a majority of the Registrable Securities included in such registration, fees and expenses of the Company’s independent certified public accountants, fees and expenses of underwriters (excluding discounts and commissions attributable to the Registrable Securities included in such registration), the Company’s internal expenses and the expenses and fees for listing the securities to be registered on each securities exchange or quotation system on which similar securities issued by the Company are then listed or quoted, shall be borne by the Company.

7.1 In connection with any Demand Registration or Piggyback Registration, the Company agrees to indemnify, to the extent permitted by law, each holder of Registrable Securities, the partners or officers, directors and equity holders of such holder, and each Person who controls such holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities (joint or several) and expenses incurred by such party arising out of, based upon or caused by any of the following statements, omissions or violations (each, a “Violation”): (i) any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities laws or any rule or regulation promulgated under the Securities Act, Exchange Act or any state securities laws; and the Company will reimburse each such holder, each of its partners, officers, directors and equity holders, and each Person controlling such holder for any legal or other expenses reasonably incurred, as such expenses are incurred, by any of them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case for any such loss, claim, damage, liability or action (x) to the extent that it is caused by a Violation that occurs in reliance upon and in conformity with any information furnished in writing to the Company by such holder, and stated to be specifically for use in such registration, or (y) insofar as it relates to any untrue or alleged untrue statement of material fact, or any omission or alleged omission of a material

fact required to be stated in the registration statement or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, made in a preliminary prospectus on file with the Commission at the time the registration statement becomes effective or the amended prospectus is filed with the Commission pursuant to Rule 424(b) (the “Final Prospectus”), if a copy of the Final Prospectus was not furnished to the Person asserting the loss, liability, claim or damage at or prior to the time such action is required by the Securities Act, and if the Final Prospectus would have cured the defect giving rise to the loss, liability, claim or damage.

7.2 In connection with any Demand Registration or Piggyback Registration in which a holder of Registrable Securities is participating, each such holder agrees to indemnify, to the extent permitted by law, the Company, its directors, officers, any other holder selling securities in such Demand Registration or Piggyback Registration, and each Person who controls the Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities (joint or several) and expenses arising out of, based upon or caused by any Violation, but only (i) to the extent that such Violation is caused by any information furnished in writing by such holder, and stated to be specifically for use in such registration, or (ii) insofar as they relate to any untrue or alleged untrue statement of material fact, or any omission or alleged omission of a material fact required to be stated in the registration statement or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, made in a preliminary prospectus on file with the Commission at the time the registration statement becomes effective or the Final Prospectus is filed with the Commission, if a copy of the Final Prospectus was not furnished to the Person asserting the loss, liability, claim or damage at or prior to the time such action is required by the Securities Act, and if the Final Prospectus would have cured the defect giving rise to such loss, liability, claim or damage; and such holder will reimburse the Company and each such Person for any legal or other expenses reasonably incurred, as such expenses are incurred, by any of them in connection with investigating or defending any such loss, claim, damage, liability or expense; provided, that, the obligation to indemnify shall be individual, not joint and several, for each holder and shall be limited to the net amount of proceeds received by such holder from the sale of Registrable Securities pursuant to such registration statement.

7.3 Any Person entitled to indemnification hereunder shall (a) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party’s ability to defend such claim), and (b) unless in the written opinion of legal counsel to such indemnified or indemnifying parties a conflict of interest between such indemnified and indemnifying parties exists with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall be obligated to pay the fees and expenses of one counsel (but not more than one) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment (with written advice of counsel) of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.

7.4 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any partner, officer, director or controlling Person of such indemnified party and shall survive the transfer of securities. The Company also agrees to make such provisions, as are reasonably requested by any indemnified party, for contribution to such party in the event the Company’s indemnification is unavailable for any reason.

8. Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Company and (b) completes and executes all questionnaires, powers of attorney and other documents reasonably required under the terms of such underwriting arrangements; provided, that, no holder of Registrable Securities included in any underwritten registration shall be required to

make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder and such holder’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except to the extent of the indemnification provided in Section 7.

9. Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of any Registrable Securities to the public without registration after the third anniversary of the Effective Date, the Company agrees to use commercially reasonable efforts to:

9.1 File, as and when applicable, with the Commission in a timely manner all reports and other documents required of the Company under the Exchange Act;

9.2 After the third anniversary of the Effective Date, if the Company is not required to file reports pursuant to the Exchange Act, upon the request of any holder of Registrable Securities, the Company shall make publicly available the information specified in subparagraph (c)(2) of Rule 144 of the Securities Act; and

9.3 After the third anniversary of the Effective Date, so long as a holder owns any Registrable Securities, to furnish to the holder, upon request and at such holder’s expense, a written statement by the Company as to its compliance with the reporting requirements of Rule 144 of the Securities Act and such other reports and documents of the Company and other information in the possession of or reasonably by the Company as the holder may reasonably request in availing itself of any rule or regulation of the Commission allowing the holder to sell any such securities without registration.

10.1 Effective Date. This Agreement shall not be effective (and the parties hereto shall not be bound by any obligations hereunder) until the Effective Date. In the event that the Merger and Contribution Agreement is terminated without consummation of the transactions contemplated therein, this Agreement shall automatically terminate without any action on the part of either party to this Agreement and neither party hereto shall have any liability or obligation to the other party under this Agreement.

10.2 No Inconsistent Agreements. The Company shall not hereafter enter into any agreement with respect to its securities which is inconsistent with or violates the rights granted to the holders of Registrable Securities in this Agreement.

10.3 Remedies. Any Person having rights under any provision of this Agreement shall be entitled to enforce such rights specifically to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. The parties hereto agree and acknowledge that money damages are not an adequate remedy for any breach of the provisions of this Agreement and that any party may apply for specific performance and for other injunctive relief in order to enforce or prevent violation of the provisions of this Agreement.

10.4 Amendments and Waivers. Except as otherwise provided herein, the provisions of this Agreement may be amended or waived only upon the prior written consent of (a) the Company and (b) the holders of a majority of the Registrable Securities then outstanding; provided, that the amendment or waiver of any material provision of this Agreement by the Company shall require the approval of a majority of the IMC Independent Directors (as such term is defined in the Investor Rights Agreement, dated as of January 26, 2004, between Cargill and the Company (the “Investor Rights Agreement”)), if any.

10.5 Successors, Assigns and Subsequent Holders. (a) All covenants and agreements in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and the permitted assigns of the parties hereto.

(b) The rights to cause the Company to register Registrable Securities pursuant to this Agreement may be assigned (but only with all related obligations) by a holder of Registrable Securities to a transferee of

such securities if (x) such transfer involves at least 20% of the Registrable Securities held by the holder on the date hereof, (y) such transfer involves the transfer of at least 10 million shares of Registrable Securities, or (z) the transfer is to (i) a subsidiary, parent, partner, limited partner, member, retired member, retired partner or stockholder of such holder or (ii) such holder’s family member or trust for the benefit of such holder (provided, that all such transferees who would not qualify individually for assignment of registration rights under clause (x) or (y) of this Section 10.5(b) have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Agreement).

(c) No assignment or transfer pursuant to this Section 10.5 shall be effective unless and until (i) the Company is furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned, (ii) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement and (iii) such assignment or transfer was made in accordance with the terms of the Investor Rights Agreement (to the extent such Agreement is then in effect).

10.6 Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter contained herein, and supersedes and preempts all prior agreements, negotiations, discussions and understandings among the parties hereto with respect to such subject matter.

10.7 Severability. Wherever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law and in such a way as to, as closely as possible, achieve the intended economic effect of such provision and this Agreement as a whole, but if any provision contained herein is, for any reason, held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such provision or any other provisions hereof, unless such a construction would be unreasonable.

10.8 Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed given upon delivery (a) when delivered personally, (b) if transmitted by facsimile when confirmation of transmission is received, (c) if sent by registered or certified mail, postage prepaid, return receipt requested or (d) if sent by reputable overnight courier service (providing proof of delivery); and shall be addressed as follows:

10.9 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In furtherance of the foregoing, the internal law of the State of Delaware shall control the interpretation and construction of this Agreement, even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.

10.10 Submission to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereby irrevocably submits in any suit, action or proceeding arising out of or related to this Agreement, or any of the transactions contemplated hereby or thereby, to the exclusive jurisdiction of any state or federal court located in the State of Delaware, and, to the extent permissible by law, waives any and all claims and objections that any such court is an inconvenient forum.

(b) EACH OF THE PARTIES HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, BETWEEN OR AMONG ANY OF THE PARTIES ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OF THE TRANSACTION DOCUMENTS, OR ANY OTHER INSTRUMENT OR DOCUMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THEREWITH. ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

10.11 Attorneys’ Fees. Except as otherwise specifically provided herein, in the event of any action or suit based upon or arising out of any actual or alleged breach by any party of any provision of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and expenses of such action or suit from the losing party, in addition to any other relief ordered by the court.

10.12 Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which will be considered an original instrument, but all of which together will be considered one and the same agreement, and will become binding when one or more counterparts have been signed by and delivered to each of the parties.

IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights Agreement to be executed the day and year first above written.


GLOBAL NUTRITION SOLUTIONS, INC.

By:		/s/ Fredric W. Corrigan
Name:		Fredric W. Corrigan
Title:		CEO and President

CARGILL, INCORPORATED

By:		/s/ Robert L. Lumpkins
Name:		Robert L. Lumpkins
Title:		Vice Chairman and CFO

[Newco], a corporation organized and existing under the General Corporation Law of the State of Delaware (as amended from time to time, the “General Corporation Law”), does hereby certify as follows:

FIRST: The name of the corporation is [Newco] and the name under which the corporation was originally incorporated is Global Nutrition Solutions, Inc.

SECOND: The date of filing the original Certificate of Incorporation of this corporation with the Secretary of State of the State of Delaware was January 23, 2004.

THIRD: This Restated Certificate of Incorporation, having been duly adopted in accordance with Sections 242 and 245 of the General Corporation Law and by the unanimous written consent of the stockholders of this corporation in accordance with Section 228 of the General Corporation Law, restates and integrates and further amends the provisions of the original Certificate of Incorporation as amended or supplemented heretofore. As so restated and integrated and further amended, the Restated Certificate of Incorporation of the corporation (the “Restated Certificate of Incorporation”) reads as follows:

The name of the corporation (hereinafter called the “Corporation”) is [Newco].

The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street in the City of Wilmington, County of New Castle, and the name of the registered agent of the Corporation in the State of Delaware at such address is The Corporation Trust Company.

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law.

1. Authorized Stock. The Corporation is authorized to issue two classes of shares to be designated respectively Preferred Stock, par value $0.01 per share, and Common Stock, par value $0.01 per share. The total number of shares of Preferred Stock authorized is 12,000,000. The total number of shares of Common Stock authorized is 500,000,000.

The shares of Common Stock authorized by this Restated Certificate of Incorporation may be issued from time to time in two classes, designated as Common Stock (“Common Stock”) and Class B Common Stock (“Class B Common Stock”). All shares of Common Stock shall be identical and shall entitle the holders thereof to the same rights and privileges. Subject to the rights of the holders of any series of Preferred Stock, and subject to any other provisions of this Restated Certificate of Incorporation, holders of Common Stock shall be entitled to receive such dividends and other distributions in cash, stock of any corporation or property of the Corporation as may be declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor. When and as dividends are declared on the Common Stock, whether payable in cash, in property or in securities of the Corporation, the holders of the Common Stock shall be entitled to share equally, share for share, in such dividends.

Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, after the payment in full of all amounts to which the holders of each series, if any, of the Preferred Stock shall be entitled, the remaining assets of the Corporation to be distributed ratably to the holders of the stock of the Corporation shall be distributed ratably among the holders of the shares of Common Stock, together with the holders of the shares of any class of stock on a parity with the Common Stock. For purposes of this paragraph, unless otherwise provided with respect to any series of Preferred Stock, the voluntary sale, conveyance, lease, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the assets of the Corporation or a consolidation or merger of the Corporation with one or more other corporations (whether or not the Corporation is the corporation surviving such consolidation or merger) shall not be deemed to be a liquidation, dissolution or winding up, either voluntary or involuntary.

The holders of shares of the Common Stock shall be entitled to vote on all matters to be voted on by the stockholders of the Corporation. On all matters to be voted on by the holders of the Common Stock, the holders shall be entitled to one vote in person or by proxy for each share thereof held of record.

The Board of Directors is authorized, subject to limitations prescribed by law, to provide by resolution or resolutions for the issuance of shares of Class B Common Stock, and, by filing a certificate pursuant to the applicable law of the State of Delaware, to establish the number of shares of Class B Common Stock, and to fix the voting power (if any), designations, powers, preferences, and relative, participating, optional or other rights, if any, of the shares of the Class B Common Stock, and any qualifications, limitations and restrictions thereof.

Subject to the rights of the holders of any series of Preferred Stock, stockholders of the Corporation shall not have any preemptive rights to subscribe for, purchase or receive any part of any new or additional issue of stock of the Corporation and no stockholder will be entitled to cumulate votes at any election of directors.

3. Preferred Stock. The Board of Directors is authorized, subject to limitations prescribed by law, to provide by resolution or resolutions for the issuance of shares of Preferred Stock from time to time in one or more series, and, by filing a certificate pursuant to the applicable law of the State of Delaware (each a “Preferred Stock Designation”), to establish the number of shares to be included in each such series, and to fix the voting powers (if any), designations, powers, preferences, and relative, participating, optional or other rights, if any, of the shares of each such series, and any qualifications, limitations, restrictions thereof. The shares of Preferred Stock of any one series shall be identical with each other in all respects except as to the dates from and after which dividends thereon shall cumulate, if cumulative.

The authority of the Board of Directors with respect to each series shall include, but not be limited to, determination of the following:

(a) the designation of the series, which may be by distinguishing number, letter or title;

(b) the number of the shares of the series, which number the Board of Directors may thereafter (except where otherwise provided in the Preferred Stock Designation) increase or decrease (but not below the number of shares of such series then outstanding);

(e) the redemption rights and price or prices, if any, for shares of the series;

(f) the terms and amount of any sinking fund provided for the purchase or redemption of shares of the series;

(g) the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation;

(h) whether the shares of the series shall be convertible or exchangeable into shares of any other class or series, or any other security, of the Corporation or any other corporation, and, if so, the specification of such other class or series or of such other security, the conversion price or prices or exchange rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made;

(i) restrictions on the issuance of shares of the same series or of any other class or series;

(k) such other powers, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions thereof as the Board of Directors shall determine.

In furtherance and not in limitation of the powers conferred by statute and except as provided herein or in the bylaws, the Board of Directors shall have the power to adopt, amend, repeal or otherwise alter the bylaws without any action on the part of the stockholders in accordance with the bylaws; provided, however, that any bylaws made by the Board of Directors and any and all powers conferred by any of said bylaws may be amended, altered or repealed by the stockholders.

A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involved intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. Each person who is or was a director or officer of the Corporation, and each person who serves or served at the request of the Corporation as a director or officer of another enterprise, shall be indemnified by the Corporation in accordance with, and to the fullest extent authorized by, the General Corporation Law.

If the General Corporation Law is hereafter amended to authorize the further elimination or limitation of the liability of a director, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law as so amended.

Any repeal or modification of the foregoing provisions of this Article VI by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

The election of directors need not be by written ballot unless the bylaws of the Corporation shall so provide.

The business of the Corporation shall be managed by or under the direction of the Board of Directors. A majority of the whole Board of Directors shall constitute a quorum for the transaction of business. Any director may tender his resignation at any time. Subject to any rights of the holders of any series of Preferred Stock, any director may be removed from office at any time, but only for cause and then only by the affirmative vote of the holders of at least a majority of the voting power of the then outstanding Voting Stock (as hereafter defined), voting together as a single class. For purposes of this Restated Certificate of Incorporation, “Voting Stock” shall mean the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors.

The number of directors to constitute the whole Board of Directors shall be established as provided in the bylaws. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the Board of Directors shall be divided into three classes designated as Class I, Class II and Class III, respectively. At the first annual meeting of stockholders, the terms of office of the Class I directors shall expire and Class I directors shall be elected for a full term of three years. At the second annual meeting of the stockholders, the term office of the Class II directors shall expire and Class II directors shall be elected for a full term of three years. At the third annual meeting of stockholders, the term of office for the Class III directors shall expire and Class III directors shall be elected for a full term of three years. At each succeeding annual meeting of stockholders, directors shall be elected for a full term of three years to succeed the directors of the class whose terms expire at such annual meeting.

Notwithstanding the foregoing provisions of this section, each director shall serve until his successor is duly elected and qualified or until his death, resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. If the number of directors is hereafter changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, except as may be expressly provided as to any directors who may be elected by the holders of any series of Preferred Stock.

Action shall be taken by the stockholders of the Corporation only at annual or special meetings of the stockholders, and stockholders may not act by written consent. Special meetings of the stockholders may only be called as provided in the bylaws.

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation; provided, however, that the Corporation may make no such amendment, alteration, change or repeal that is inconsistent with the provisions of the Investor Rights Agreement, dated January 26, 2004, between Cargill and the Corporation during the time period such provisions are in full force and effect; and, provided, further, that no Preferred Stock Designation shall be amended after the issuance of any shares of the series of Preferred Stock created thereby, except in accordance with the terms of such Preferred Stock Designation and the requirements of applicable law.

IN WITNESS WHEREOF, [Newco] has caused this Restated Certificate to be signed by , its , this day of , 2004.

[Newco], a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that the following resolution was duly adopted by the Board of Directors of the Corporation (the “Board of Directors”).

RESOLVED, that pursuant to the authority conferred upon the Board of Directors by the provisions of the Corporation’s Restated Certificate of Incorporation (the “Restated Certificate of Incorporation”), and pursuant to a resolution of the Board of Directors dated , 2004, the Board of Directors hereby creates a series of 2,750,000 shares of 7.50% Mandatory Convertible Preferred Shares, $0.01 par value per share, and hereby fixes the number, designation, relative rights, preferences and limitations of the 7.50% Mandatory Convertible Preferred Shares, as follows (certain capitalized terms being herein used as defined in Section 11 below):

1. Designation and Number of Shares. Out of the shares of preferred stock of the Corporation authorized by the Restated Certificate of Incorporation, 2,750,000 shall be, and be designated as, 7.50% Mandatory Convertible Preferred Shares, $0.01 par value per share (“7.50% Preferred”). The number of authorized shares of 7.50% Preferred may be increased or decreased by further resolution adopted by the Board of Directors and by filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware, as may be amended from time to time, stating that such increase or decrease, as the case may be, has been so authorized.

2. Ranking . The 7.50% Preferred shall rank, with respect to dividends and distributions upon the liquidation, winding up or dissolution of the Corporation (i) senior to (a) the Common Stock, par value $0.01 per share, of the Corporation (“Common Stock”); (b) the Class B Common Stock, par value $0.01 per share, of the Corporation; and (c) to each other class or series of stock of the Corporation (including any series of preferred stock established after , 2004 by the Board of Directors) the terms of which do not expressly provide that it ranks senior to or on a parity with 7.50% Preferred as to dividends and distributions upon the liquidation, winding up or dissolution of the Corporation; (ii) pari passu with each class or series of stock of the Corporation, the terms of which expressly provide that the class or series will rank pari passu with the series as to dividends and distributions upon liquidation, winding up or dissolution of the Corporation; and (iii) junior to any equity security, the terms of which expressly provide that such class or series will rank senior to 7.50% Preferred as to dividends and distributions upon liquidation, winding up or dissolution of the Corporation.

(i) General. The dividend rate on shares of 7.50% Preferred shall be $3.75 per annum, provided that the initial dividend on 7.50% Preferred for the dividend period commencing on the date the shares of 7.50% Preferred are first issued shall be computed in accordance with the last sentence of this paragraph, in each case subject to adjustment as provided in Section 13(ii) hereof. Cumulative dividends shall be payable quarterly in arrears when, as and if declared by the Board of Directors of the Corporation or a duly authorized committee thereof, out of the assets of the Corporation legally available therefor on the first calendar day (or the following business day if the first is not a Business Day) of January, April, July and October (each such date being referred to herein as a “Dividend Payment Date”), provided, that the initial dividend shall be payable, if declared, on , 2004. The amount of dividends payable on each share of

7.50% Preferred for each full quarterly period thereafter shall be computed by dividing the annual dividend rate by four. The amount of dividends payable for any other period that is shorter or longer than a dividend period will be computed on the basis of a 360-day year consisting of twelve 30-day months.

A dividend period is the period ending on the day before a Dividend Payment Date and beginning on the preceding Dividend Payment Date or, if none, the date of issue. Dividends payable, if declared, on a Dividend Payment Date shall be payable to Holders (as defined below) of record as they appear on the stock register of the Corporation on the later of (i) the record date, which shall be the close of business on the fifteenth calendar day (or the following Business Day if the fifteenth calendar day is not a Business Day) of the calendar month preceding the month in which the applicable Dividend Payment Date falls; and (ii) the close of business on the day on which the Board of Directors or a duly authorized committee thereof declares the dividend payable (each, a “Dividend Record Date”).

Dividends on 7.50% Preferred shall be cumulative if the Corporation fails to declare or pay one or more dividends on 7.50% Preferred in any amount, whether or not the earnings or financial condition of the Corporation were sufficient to pay such dividends in whole or in part.

The Corporation may pay dividends (other than dividends due upon a conversion pursuant to Section 7), at its option, (a) in cash; (b) by delivery of shares of Common Stock to the Transfer Agent (as defined below) on behalf of the Holders, to be sold on the Holders’ behalf for cash; or (c) in any combination thereof. By and upon acquiring any shares of 7.50% Preferred, each Holder is deemed to appoint the Transfer Agent as such Holder’s agent for any such sale, and the Transfer Agent shall serve as a designated agent of the Holders in making any such sales. To pay dividends in shares of Common Stock, the Corporation must deliver to the Transfer Agent a number of shares of Common Stock which, when sold by the Transfer Agent on the Holders’ behalf, will result in net cash proceeds to be distributed to the Holders in an amount that, when combined with any cash payments the Corporation shall make in respect of the payment of such dividends, equals the amount of the dividend otherwise payable to the Holders. The Transfer Agent will sell such shares of Common Stock on the Holders’ behalf and make payment of the cash proceeds from the sale of such Common Stock on or prior to the applicable Dividend Payment Date or such other date as is fixed by the Board of Directors or a duly authorized committee thereof pursuant to the terms and conditions set forth in the last paragraph of this Section 3(i).

If the Corporation pays dividends in shares of Common Stock by delivering them to the Transfer Agent, those shares shall be owned beneficially by the Holders upon delivery to the Transfer Agent, and the Transfer Agent shall hold those shares and the net cash proceeds from the sale of those shares for the exclusive benefit of the Holders until the Dividend Payment Date, or such other date as is fixed by the Board of Directors or a duly authorized committee thereof pursuant to the terms and conditions set forth in the last paragraph of Section 3(i) hereof, at which time the portion of such net cash proceeds equal to the non-cash component of the declared dividend of 7.50% Preferred shall be distributed to the Holders entitled thereto with any remainder to continue to be held by the Transfer Agent for the exclusive benefit of the Holders and pooled with the net cash proceeds from future sales of Common Stock delivered to the Transfer Agent pursuant to this paragraph.

Holders of shares of 7.50% Preferred shall not be entitled to any dividend, whether payable in cash, property or stock, in excess of the then applicable full dividends calculated pursuant to this Section 3(i) (including accrued dividends, if any) on shares of 7.50% Preferred. No interest or sum of money in lieu of interest shall be payable in respect of any dividend or payment which may be in arrears.

Dividends in arrears on 7.50% Preferred not declared for payment or paid on any Dividend Payment Date may be declared by the Board of Directors of the Corporation or a duly authorized committee thereof and paid on any date fixed by the Board of Directors of the Corporation or a duly authorized committee thereof, whether or not a Dividend Payment Date, to the Holders of record of the shares of 7.50% Preferred, as they appear on the stock register of the Corporation on a record date selected by the Board of Directors of the Corporation or a duly authorized committee thereof, which shall (i) not precede the date the Board of

Directors or a duly authorized committee thereof declares the dividend payable; and (ii) be not more than 60 days prior to the date fixed for such dividend payment.

(ii) Payment in Shares. In order to pay dividends on any Dividend Payment Date, or such other date as is fixed by the Board of Directors or a duly authorized committee thereof pursuant to the terms and conditions set forth in the last paragraph of Section 3(i) hereof, in shares of Common Stock, (a) the shares of Common Stock delivered to the Transfer Agent shall have been duly authorized; (b) the Corporation shall have provided to the Transfer Agent an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), permitting the immediate sale of the shares of Common Stock in the public market; (c) the shares of Common Stock, once purchased by the purchasers thereof, shall be validly issued, fully paid and non-assessable; and (d) such shares shall have been registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, if required, and shall be listed or admitted for trading on each United States securities exchange on which Common Stock is then listed.

(iii) Payment Restrictions. The Corporation may not declare or pay any dividend or make any distribution of assets (other than dividends paid or other distributions made in capital stock of the Corporation ranking junior to 7.50% Preferred as to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding up (such capital stock “Junior Capital Stock”) and cash in lieu of fractional shares in connection with any such dividend or distribution) on, or redeem, purchase or otherwise acquire (except upon conversion or exchange for Junior Capital Stock and cash in lieu of fractional shares in connection with any such conversion or exchange), the Corporation’s Common Stock or any Junior Capital Stock, unless all accrued and unpaid dividends on 7.50% Preferred for all prior dividend periods have been or contemporaneously are declared and paid and the full quarterly dividend on 7.50% Preferred for the current dividend period has been or contemporaneously is declared and set apart for payment; provided, however, that the Corporation may (a) make payments otherwise restricted, not exceeding $5,000,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Corporation and its subsidiaries, in each case, as in effect on the date that shares of 7.50% Preferred are first issued or any other plan substantially similar to any such plans; and (b) make repurchases of capital stock of the Corporation deemed to occur upon the exercise of stock options if such capital stock represents a portion of the exercise price thereof and repurchases of capital stock deemed to occur upon the withholding of a portion of the capital stock issued, granted or awarded to an employee or director upon such issuance, grant or award in order to satisfy, in whole or in part, withholding tax requirements in connection with such exercise of such options, in accordance with the provisions of an option or rights plan or program of the Corporation, in each case, as in effect on the date that shares of 7.50% Preferred are first issued or any other plan substantially similar to any such plans.

Whenever all accrued and unpaid dividends on 7.50% Preferred for all prior dividend periods are not paid in full, the Corporation may not redeem, purchase or otherwise acquire Parity Securities (as defined below) (except upon conversion or exchange for (i) capital stock of the Corporation ranking on a parity with 7.50% Preferred as to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding up (such capital stock, “Parity Securities”) and cash in lieu of fractional shares in connection with any such conversion or exchange or (ii) Junior Capital Stock and cash in lieu of fractional shares in connection with any such conversion or exchange).

Notwithstanding the foregoing, nothing in this Section 3 shall prohibit the Corporation from paying a dividend or making a distribution within 90 days after the date of the declaration of such dividend or distribution if such dividend or distribution would have been permitted on the date of declaration.

4. Liquidation Preference. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the Holders of shares of 7.50% Preferred shall be entitled to receive out of the assets of the Corporation legally available for distribution to stockholders, before any distribution of assets is made on Common Stock of the Corporation or any Junior Capital Stock, a liquidating distribution, in the amount of $50 per share, subject to adjustment as provided in Section 13(ii) hereof, plus an amount equal to the sum of all

accrued and unpaid dividends (whether or not earned or declared) for the portion of the then-current dividend period until the payment date and all dividend periods prior thereto.

Neither the sale nor transfer of all or substantially all of the property or business of the Corporation, nor the merger or consolidation of the Corporation into or with any other corporation, nor the merger or consolidation of any other corporation into or with the Corporation shall constitute a voluntary or involuntary liquidation, dissolution or winding up, for the purposes of the foregoing paragraph. After the payment to the Holders of the shares of 7.50% Preferred of the full preferential amounts provided for above, the Holders of the shares of 7.50% Preferred as such shall have no right or claim to any of the remaining assets of the Corporation.

In the event the assets of the Corporation available for distribution to the Holders of the shares of 7.50% Preferred upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled as provided above, no such distribution shall be made on account of any other Parity Securities, unless a pro rata distribution is made on 7.50% Preferred and such other stock of the Corporation, with the amount allocable to each series of such stock determined on the basis of the aggregate liquidation preference of the outstanding shares of each series and distributions to the shares of each series being made on a pro rata basis.

(i) On all matters to be voted on by the holders of Common Stock, the Holders of shares of 7.50% Preferred shall be entitled to one vote for each share of 7.50% Preferred held of record. On all such matters on which the Holders of shares of 7.50% Preferred are so entitled to vote, the holders of Common Stock and the Holders of 7.50% Preferred shall vote as a single class.

(ii) If the equivalent of six quarterly dividends payable, whether consecutively or not, on 7.50% Preferred or any other class or series of preferred stock ranking on a parity with 7.50% Preferred as to the payment of dividends has not been paid, the number of directors of the Corporation shall be increased by two (without duplication of any increase, resulting from the same failure to pay dividends, made pursuant to the terms of any other series of preferred stock of the Corporation ranking on a parity with 7.50% Preferred as to payment of dividends and which does not have a separate class vote and upon which like voting rights have been conferred and are exercisable (7.50% Preferred, together with such other class or classes, the “Electing Preferred Shares”)), and the Holders of 7.50% Preferred, voting as a single class with the holders of shares of any such other class of preferred stock, shall have the exclusive right to vote for and to elect such two directors at any meeting of stockholders of the Corporation at which directors are to be elected held during the period such dividends remain in arrears. Each class or series of preferred stock entitled to vote for the additional directors shall have a number of votes proportionate to the aggregate liquidation preference of its outstanding shares. Such voting right shall continue until full cumulative dividends for all past dividend periods on all such preferred stock of the Corporation, including any shares of 7.50% Preferred, have been paid or declared and set apart for payment. Any such elected directors shall serve until the Corporation’s next annual meeting of stockholders or until their respective successors shall be elected and qualify.

(iii) Whenever such exclusive voting right shall vest, it may be exercised initially either at a special meeting of Holders of Electing Preferred Shares or at any annual stockholders’ meeting, but thereafter it shall be exercised only at annual stockholders’ meetings. Any director who shall have been elected by the Holders of Electing Preferred Shares as a class pursuant to this Section 5 may be removed at any time, either for or without cause by, and only by, the affirmative votes of the Holders of record of a majority of the outstanding shares of Electing Preferred Shares given at a special meeting of such stockholders called for such purpose, and any vacancy created by such removal may also be filled at such meeting. Any vacancy caused by the death or resignation of a director who shall have been elected by the Holders of Electing Preferred Shares as a class pursuant to this Section 5 may be filled only by the Holders of outstanding Electing Preferred Shares at a meeting called for such purpose.

Any special meeting of the Holders of outstanding Electing Preferred Shares entitled to vote as a class for the election or removal of directors shall, if practicable, be held at the place at which the last annual meeting of stockholders was held. At such meeting, the presence in person or by proxy of the Holders of a majority of the outstanding shares of all outstanding Electing Preferred Shares shall be required to constitute a quorum; in the absence of a quorum, a majority of the Holders present in person or by proxy shall have the power to adjourn the meeting from time to time without notice, other than announcement at the meeting, until a quorum shall be present.

(iv) So long as any shares of 7.50% Preferred are outstanding the affirmative vote or consent of the Holders of at least 66²/3% of the outstanding shares of 7.50% Preferred will be required for any amendment, alteration or repeal of the Certificate of Incorporation of the Corporation (or any certificate supplemental thereto, including any Amended and Restated Certificate of Designation or any similar document relating to any series of Preferred Stock) that will adversely affect the powers, preferences, privileges or rights of 7.50% Preferred. The affirmative vote or consent of the Holders of at least 66²/3% of the outstanding shares of 7.50% Preferred and any other series of the preferred stock of the Corporation ranking on a parity with 7.50% Preferred as to payment of dividends and the distribution of assets upon liquidation, dissolution or winding up, voting as a single class without regard to series, will be required (a) to issue, authorize or increase the authorized amount of, or issue or authorize any obligation or security convertible into or evidencing a right to purchase, any additional class or series of stock ranking prior to 7.50% Preferred as to payment of dividends or the distribution of assets upon liquidation, dissolution or winding up; or (b) to reclassify any authorized stock of the Corporation into any class or series of stock or any obligation or security convertible into or evidencing a right to purchase such stock ranking prior to 7.50% Preferred as to payment of dividends or the distribution of assets upon liquidation, dissolution or winding up; provided that such vote will not be required for the Corporation to issue, authorize or increase the authorized amount of, or issue or authorize any obligation or security convertible into or evidencing a right to purchase, any stock ranking on a parity with or junior to 7.50% Preferred as to payment of dividends and the distribution of assets upon liquidation, dissolution or winding up.

6. Mandatory Conversion. Each share of 7.50% Preferred will automatically convert (unless previously converted at the option of the Corporation in accordance with Section 7, at the option of the Holder in accordance with Section 8, or a Merger Early Settlement has occurred in accordance with Section 9) on July 1, 2006 (the “Mandatory Conversion Date”), into a number of newly issued shares of Common Stock equal to the Conversion Rate (as defined in Section 10 below). Dividends on the shares of 7.50% Preferred shall cease to accrue and such shares of 7.50% Preferred shall cease to be outstanding on the Mandatory Conversion Date. The Holders on the Mandatory Conversion Date shall have the right to receive a dividend payment of cash, shares of Common Stock, or any combination thereof (in each case, in accordance with the provisions of Section 3(i) hereof), as the Corporation determines in its sole discretion, in an amount equal to any accrued and unpaid dividends on 7.50% Preferred as of the Mandatory Conversion Date (other than previously declared dividends on 7.50% Preferred payable to a Holder of record as of a prior date), whether or not declared, out of legally available assets of the Corporation. To the extent the Corporation pays some or all of such dividend in shares of Common Stock, the number of shares of Common Stock issuable to a Holder in respect of such accrued and unpaid dividends shall equal the amount of accrued and unpaid dividends on 7.50% Preferred on the Mandatory Conversion Date that the Corporation determines to pay in shares of Common Stock divided by the Current Market Price (as defined below). The Corporation shall make such arrangements as it deems appropriate for the issuance of certificates, if any, representing Common Stock, and for the payment of cash, if any, in respect of accrued and unpaid dividends (whether or not earned or declared) on 7.50% Preferred, if any, or cash in lieu of fractional shares of Common Stock, if any, in exchange for and contingent upon surrender of certificates representing the shares of 7.50% Preferred (if such shares are held in certificated form). The Corporation may defer the payment of dividends on Common Stock issuable upon conversion of shares of 7.50% Preferred and the voting thereof until, and make such payment and voting contingent upon, the surrender of the certificates representing the shares of 7.50% Preferred, provided that the Corporation shall give the Holders of the shares of 7.50% Preferred such notice of any such actions as the Corporation deems appropriate and upon such surrender such Holders shall be entitled to

receive such dividends declared and paid on such Common Stock subsequent to the Mandatory Conversion Date. Amounts payable in cash in respect of the shares of 7.50% Preferred or in respect of such Common Stock shall not bear interest. Transfer or similar taxes in connection with the issuance of Common Stock to any person other than the Holder will be paid by the Holder.

(i) Prior to the Mandatory Conversion Date, the Corporation may, at its option, cause the conversion of all, but not less than all, the shares of 7.50% Preferred then outstanding for shares of Common Stock at a rate of 6.4440 shares of Common Stock for each share of 7.50% Preferred (the “Provisional Conversion Rate”), subject to adjustment as set forth in Section 10(ii) below (as though references in Section 10(ii) to the Conversion Rate were replaced with references to the Provisional Conversion Rate); provided that the Closing Price of Common Stock has exceeded 150% of the Threshold Appreciation Price for at least 20 Trading Days (as defined below) within a period of 30 consecutive Trading Days ending on the Trading Day prior to the date on which the Company notifies the Holders (pursuant to paragraph (ii) below) that it is exercising its option to cause the conversion of 7.50% Preferred pursuant to this Section 7 (the “Provisional Conversion Notice Date”). The Corporation shall be able to cause this conversion only if, in addition to issuing shares of Common Stock to the Holders to which they are entitled pursuant to this Section 7, the Corporation pays the Holders in cash (a) an amount equal to any accrued and unpaid dividends on the shares of the 7.50% Preferred then outstanding, whether or not declared, and (b) the present value of all remaining dividend payments on the shares of 7.50% Preferred outstanding, to and including July 1, 2006, in each case, out of legally available assets of the Corporation. The present value of the remaining dividend payments will be computed using a discount rate equal to the Treasury Yield.

(ii) If the Corporation exercises the right to cause conversion pursuant to this Section 7 written notice (the “Provisional Conversion Notice”) shall be sent by or on behalf of the Corporation, by first class mail, postage prepaid, to the Holders of record as they appear on the stock register of the Corporation on the Provisional Conversion Notice Date (a) notifying such Holders of the election of the Corporation to convert and of the Provisional Conversion Date (as defined below), which date shall not be less than 30 days nor be more than 60 days after the Provisional Conversion Notice Date; and (b) stating the Corporate Trust Office of the Transfer Agent at which the shares of 7.50% Preferred called for conversion shall, upon presentation and surrender of the certificate(s) (if such shares are held in certificated form) evidencing such shares, be converted, and the Provisional Conversion Rate to be applied therefor.

(iii) The Corporation shall deliver to the Transfer Agent irrevocable written instructions authorizing the Transfer Agent, on behalf and at the expense of the Corporation, to cause the Provisional Conversion Notice to be duly mailed as soon as practicable after receipt of such irrevocable instructions from the Corporation and in accordance with the above provisions. The shares of Common Stock to be issued upon conversion of 7.50% Preferred pursuant to this Section 7 and all funds necessary for the payment in cash of (a) any accrued and unpaid dividends on the shares of 7.50% Preferred then outstanding, whether or not declared, and (b) the present value of all remaining dividend payments on the shares of 7.50% Preferred then outstanding to and including July 1, 2006, shall be deposited with the Transfer Agent in trust at least one Business Day prior to the Provisional Conversion Date, for the pro rata benefit of the Holders of record as they appear on the stock register of the Company, so as to be and continue to be available therefor. Neither failure to mail such Provisional Conversion Notice to one or more such Holders nor any defect in such Provisional Conversion Notice shall affect the sufficiency of the proceedings for conversion as to other Holders.

(iv) If a Provisional Conversion Notice shall have been given as hereinbefore provided, then each Holder shall be entitled to all preferences and relative, participating, optional and other special rights accorded by this certificate until and including the Provisional Conversion Date. From and after the Provisional Conversion Date, upon delivery by the Corporation of Common Stock and payment of the funds to the Transfer Agent as described in paragraph (iii) above, 7.50% Preferred shall no longer be deemed to

be outstanding, and all rights of such Holders shall cease and terminate, except the right of the Holders, upon surrender of certificates therefor, to receive Common Stock and any amounts to be paid pursuant to this Section 7.

(v) The deposit of monies in trust with the Transfer Agent shall be irrevocable except that the Corporation shall be entitled to receive from the Transfer Agent the interest or other earnings, if any, earned on any monies so deposited in trust, and the Holders of the shares converted shall have no claim to such interest or other earnings, and any balance of monies so deposited by the Corporation and unclaimed by the Holders entitled thereto at the expiration of two years from the Provisional Conversion Date shall be repaid, together with any interest or other earnings thereon, to the Corporation, and after any such repayment, the Holders of the shares entitled to the funds so repaid to the Corporation, shall look only to the Corporation for such payment without interest.

(i) Shares of 7.50% Preferred are convertible, in whole or in part, at the option of the Holders thereof (“Optional Conversion”), at any time prior to the Mandatory Conversion Date, into shares of Common Stock at a rate of 6.4440 shares of Common Stock for each share of 7.50% Preferred (the “Optional Conversion Rate”), subject to adjustment as set forth in Section 10(ii) below (as though references in Section 10(ii) to the Conversion Rate were replaced with references to the Optional Conversion Rate).

(ii) Optional Conversion of shares of 7.50% Preferred may be effected by delivering certificates evidencing such shares (if such shares are held in certificated form), together with written notice of conversion and a proper assignment of such certificates to the Corporation or in blank (and, if applicable, payment of an amount equal to the dividend payable on such shares pursuant to the second sentence of Section 8(iii), to the Corporate Trust Office of the Transfer Agent for 7.50% Preferred or to any other office or agency maintained by the Corporation for that purpose and otherwise in accordance with Optional Conversion procedures established by the Corporation. Each Optional Conversion shall be deemed to have been effected immediately prior to the close of business on the date on which the foregoing requirements shall have been satisfied.

(iii) Holders of shares of 7.50% Preferred at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable on such shares on the corresponding Dividend Payment Date notwithstanding the Optional Conversion of such shares following such Dividend Record Rate and prior to such Dividend Payment Date. However, shares of 7.50% Preferred surrendered for Optional Conversion after the close of business on a Dividend Record Date and before the opening of business on the next succeeding Dividend Payment Date must be accompanied by payment in cash of an amount equal to the dividend payable on such shares on such Dividend Payment Date. Except as provided above, upon any Optional Conversion of shares of 7.50% Preferred, the Corporation shall make no payment or allowance for unpaid preferred dividends, whether or not in arrears, on such shares of 7.50% Preferred as to which Optional Conversion has been effected or for dividends or distributions on Common Stock issued upon such Optional Conversion.

(i) In the event of a merger or consolidation of the Corporation of the type described in Section 10(iii) in which the shares of Common Stock outstanding immediately prior to such merger or consolidation are exchanged for consideration consisting of at least 30% cash or cash equivalents (any such event, a “Cash Merger”), then the Corporation (or the successor to the Corporation hereunder) shall be required to offer the Holder of each share of 7.50% Preferred the right to convert shares of 7.50% Preferred prior to the Mandatory Conversion Date (“Merger Early Settlement”) as provided herein. On or before the fifth Business Day after the consummation of a Cash Merger, the Corporation or, at the request and expense of the Corporation, the Transfer Agent, shall give all Holders notice of the occurrence of the Cash Merger and

of the right of Merger Early Settlement arising as a result thereof. The Corporation shall also deliver a copy of such notice to the Transfer Agent. Each such notice shall contain:

(a) the date, which shall be not less than 20 nor more than 30 calendar days after the date of such notice, on which the Merger Early Settlement will be effected (the “Merger Early Settlement Date”);

(b) the date, which shall be on or one Business Day prior to the Merger Early Settlement Date, by which the Merger Early Settlement right must be exercised;

(c) the Conversion Rate in effect immediately before such Cash Merger and the kind and amount of securities, cash and other property receivable by the Holder upon conversion of shares of 7.50% Preferred pursuant to Section 10(iii); and

(d) the instructions a Holder must follow to exercise the Merger Early Settlement right.

(ii) To exercise a Merger Early Settlement right, a Holder shall deliver to the Transfer Agent at the Corporate Trust Office (as defined below) by 5:00 p.m., New York City time on or one Business Day before the date by which the Merger Early Settlement right must be exercised as specified in the notice, the certificate(s) (if such shares are held in certificated form) evidencing the shares of 7.50% Preferred with respect to which the Merger Early Settlement right is being exercised duly endorsed for transfer to the Corporation or in blank with a written notice to the Corporation stating the Holder’s intention to convert early in connection with the Cash Merger and providing the Corporation with payment instructions.

(iii) On the Merger Early Settlement Date, the Corporation shall deliver or cause to be delivered the net cash, securities and other property to be received by such exercising Holder determined by the Corporation (or the successor Corporation hereunder) by assuming the Holder had converted, immediately before the Cash Merger at the Conversion Rate (as adjusted pursuant to Section 10(ii)), the shares of 7.50% Preferred for which such Merger Early Settlement right was exercised into shares of Common Stock. In the event a Merger Early Settlement right shall be exercised by a Holder in accordance with the terms hereof, all references herein to Mandatory Conversion Date shall be deemed to refer to such Merger Early Settlement Date.

(iv) Upon a Merger Early Settlement, the Transfer Agent shall, in accordance with the instructions provided by the Holder thereof on the notice provided to the Corporation as set forth in paragraph (ii) above, deliver to the Holder such net cash, securities or other property issuable upon such Merger Early Settlement together with payment in lieu of any fraction of a share, as provided herein.

(v) In the event that Merger Early Settlement is effected with respect to shares of 7.50% Preferred representing less than all the shares of 7.50% Preferred held by a Holder, upon such Merger Early Settlement the Corporation (or the successor to the Corporation hereunder) shall execute and the Transfer Agent shall authenticate, countersign and deliver to the Holder thereof, at the expense of the Corporation, a certificate evidencing the shares as to which Merger Early Settlement was not effected.

(i) The “Conversion Rate” is equal to (a) if the Average Market Price (as defined below) is greater than or equal to $7.76 (the “Threshold Appreciation Price”), 6.4440 shares of Common Stock per share of 7.50% Preferred; (b) if the Average Market Price is less than the Threshold Appreciation Price, but is greater than $6.36, the number of shares of Common Stock per share of 7.50% Preferred that equals $50 divided by the Average Market Price; and (c) if the Average Market Price is equal to or less than $6.36, 7.8616 shares of Common Stock per share of 7.50% Preferred, in each case subject to adjustment as provided in Section 10(ii) (and in each case rounded upward or downward to the nearest 1/10,000th of a share).

(ii) Upon the occurrence of any of the following events, (x) the formula for determining the Conversion Rate and, (y) the number of shares of Common Stock to be delivered on an early conversion as set forth in Section 7, 8 or 9, shall each be subject to the following adjustments (in the case of clause (y) as though

references to the Conversion Rate were replaced with references to the number of shares of Common Stock to be delivered on such conversion):

(a) Stock Dividends. In case the Corporation shall pay or make a dividend or other distribution on the shares of Common Stock in Common Stock, the Conversion Rate, as in effect at the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be increased by dividing such Conversion Rate by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination and the denominator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such increase to become effective immediately after the opening of business on the day following the date fixed for such determination.

(b) Stock Purchase Rights. In case the Corporation shall issue (other than pursuant to a dividend reinvestment, share purchase or similar plan) rights, options or warrants to all holders of its Common Stock (not being available on an equivalent basis to Holders of the shares of 7.50% Preferred upon conversion) entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the Current Market Price (as defined below) per share of Common Stock on the date fixed for the determination of stockholders entitled to receive such rights, options or warrants, the Conversion Rate in effect at the opening of business on the day following the date fixed for such determination shall be increased by dividing such Conversion Rate by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock which the aggregate of the offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at such Current Market Price and the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock so offered for subscription or purchase, such increase to become effective immediately after the opening of business on the day following the date fixed for such determination.

(c) Stock Splits; Reverse Splits. In case outstanding shares of Common Stock shall be subdivided or split into a greater number of shares of Common Stock, the Conversion Rate in effect at the opening of business on the day following the day upon which such subdivision or split becomes effective shall be proportionately increased, and, conversely, in case outstanding shares of Common Stock shall each be combined into a smaller number of shares of Common Stock, the Conversion Rate in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately reduced, such increase or reduction, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision, split or combination becomes effective.

(1) In case the Corporation shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness, shares of capital stock, securities, cash or other assets (excluding any rights, options or warrants referred to in paragraph (b) of this Section 10(ii), any dividend or distribution paid exclusively in cash and any dividend, shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit in the case of a Spin-Off referred to in the next subparagraph, or distribution referred to in paragraph (a) of this Section 10(ii)), the Conversion Rate shall be increased by dividing the Conversion Rate in effect immediately prior to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution by a fraction, the numerator of which shall be the Current Market Price per share of Common Stock on the date fixed for such determination less the then fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution filed with the Transfer Agent) of the portion of the evidences of indebtedness, shares of capital stock, securities, cash or other assets so distributed applicable to one share of Common Stock and the

denominator of which shall be such Current Market Price per share of Common Stock, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such distribution. In any case in which this subparagraph (d)(1) is applicable, subparagraph (d)(2) of this Section 10(ii), shall not be applicable.

(2) In the case of a Spin-Off, the Conversion Rate in effect immediately before the close of business on the record date fixed for determination of stockholders entitled to receive that distribution will be increased by multiplying the Conversion Rate by a fraction, the numerator of which is the Current Market Price per share of Common Stock plus the Fair Market Value (as defined below) of the portion of those shares of capital stock or similar equity interests so distributed applicable to one share of Common Stock and the denominator of which is the Current Market Price per share of Common Stock. Any adjustment to the Conversion Rate under this subparagraph (d)(2) will occur at the earlier of (A) the tenth Trading Day from, and including the effective date of, the Spin-Off and (B) the date of the securities being offered in the Initial Public Offering of the Spin-Off, if that Initial Public Offering is effected simultaneously with the Spin-Off.

(e) Cash Distributions. In case the Corporation shall, by dividend or otherwise, (i) pay any distribution consisting exclusively of cash during any twelve-month period ending June 30 (commencing with the twelve-month period ending June 30, 2004) to all holders of its Common Stock, and/or (ii) declare by dividend or otherwise any distribution consisting exclusively of cash payable on or after July 1, 2006 to all holders of its Common Stock as of a record date occurring on or prior to June 30, 2006, in each case, excluding any cash that is distributed in a Reorganization Event to which Section 10(iii) applies or as part of a distribution referred to in paragraph (d) of this Section 10(ii), in an aggregate amount that when combined together with (each such distribution and/or declaration that when so combined with the distributions, declarations or payments set forth in (1) and (2) below exceeds the Dividend Cap (as defined below), a “Cash Distribution”) (1) the aggregate amount of any other Cash Distributions paid during such twelve-month period (or, in the case of a Cash Distribution of the type described in (ii) above, aggregated with the amount of all Cash Distributions paid during the twelve-month period ending June 30 during which the record date for such Cash Distribution of the type described in (ii) above occurs), and in respect of which no adjustment pursuant to this paragraph (e) or paragraph (f) of this Section 10(ii) has been made, and (2) the aggregate of any cash plus the fair market value, as of the date of the expiration of each tender or exchange offer referred to in paragraph (f) of this Section 10(ii) (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution filed with the Transfer Agent), of the consideration payable in respect of such tender or exchange offer by the Corporation or any of its subsidiaries for all or any portion of Common Stock concluded during such twelve-month period and in respect of which no adjustment pursuant to this paragraph (e) or paragraph (f) of this Section 10(ii) has been made, exceeds the product of (a) $0.08 appropriately adjusted from time to time for any stock dividends on or subdivisions or combinations of or other similar events with respect to Common Stock (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution filed with the Transfer Agent) multiplied by (b) the number of shares of Common Stock outstanding on the date fixed for the determination of holders of Common Stock entitled to receive such Cash Distribution (such product, the “Dividend Cap”), then and in each such case, immediately after the close of business on such date fixed for determination of the stockholders entitled to receive such Cash Distribution, the Conversion Rate shall be increased so that the same shall equal the rate determined by dividing the Conversion Rate in effect immediately prior to the close of business on such date fixed for determination of the stockholders entitled to receive such Cash Distribution by a fraction (A) the numerator of which shall be equal to (i) the Current Market Price per share of Common Stock on such date fixed for such determination of the stockholders entitled to receive such Cash Distribution, (ii) plus $0.08 (iii) less an amount equal to the sum of (x) the quotient of (I) the combined amount distributed or payable in the transactions described in clauses (1) and (2) of

this paragraph (e) and (II) the number of shares of Common Stock outstanding on such date fixed for determination of the stockholders entitled to receive such Cash Distribution, plus (y) the quotient of (I) the aggregate of any cash plus the fair market value of the consideration (determined in accordance with clause (2) of this paragraph (e) in respect of each tender or exchange offer referred to in clause (2) of this paragraph (e) and (II) the number of shares of Common Stock outstanding as of the Expiration Time (as defined in paragraph (f) of this Section 10(ii)) with respect to such tender or exchange offer, and (B) the denominator of which shall be equal to the Current Market Price per share of Common Stock on such date fixed for determination of the stockholders entitled to receive such Cash Distribution.

(f) Tender Offers. In case (1) a tender or exchange offer made by the Corporation or any subsidiary of the Corporation for all or any portion of Common Stock shall expire and such tender or exchange offer (as amended upon the expiration thereof) shall require the payment to holders (based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of Purchased Shares (as defined below)) of an aggregate consideration having a fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution filed with the Transfer Agent) that combined together with (2) the aggregate of such payment plus the fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution filed with the Transfer Agent), as of the expiration of such tender or exchange offer, of consideration payable in respect of any other tender or exchange offer by the Corporation or any subsidiary of the Corporation for all or any portion of Common Stock expiring within the 12 months preceding the expiration of such tender or exchange offer and in respect of which no adjustment pursuant to paragraph (e) of this Section 10(ii) or this paragraph (f) has been made and (3) the aggregate amount of any distributions to all Holders of the Corporation’s Common Stock made exclusively in cash within the 12 months preceding the expiration of such tender or exchange offer and in respect of which no adjustment pursuant to paragraph (e) of this Section 10(ii) or this paragraph (f) has been made, exceeds 10% of the product of the Current Market Price per share of Common Stock as of the last time (the “Expiration Time”) tenders could have been made pursuant to such tender or exchange offer (as it may be amended) times the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time, then, and in each such case, immediately prior to the opening of business on the day after the date of the Expiration Time, the Conversion Rate shall be adjusted so that the same shall equal the rate determined by dividing the Conversion Rate immediately prior to the close of business on the date of the Expiration Time by a fraction (A) the numerator of which shall be equal to (x) the product of (I) the Current Market Price per share of Common Stock on the date of the Expiration Time and (II) the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time less (y) the amount of cash plus the fair market value (determined as aforesaid) of the aggregate consideration payable to stockholders based on the transactions described in clauses (1), (2) and (3) of this paragraph (f) (assuming in the case of clause (1) the acceptance, up to any maximum specified in the terms of the tender or exchange offer, of Purchased Shares), and (B) the denominator of which shall be equal to the product of (x) the Current Market Price per share of Common Stock as of the Expiration Time and (y) the number of shares of Common Stock outstanding (including any tendered shares) as of the Expiration Time less the number of all shares validly tendered and not withdrawn and accepted for purchase as of the Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the “Purchased Shares”).

(g) Reclassification. The reclassification of Common Stock into securities including securities other than Common Stock (other than any reclassification upon a Reorganization Event to which Section 10(iii) applies) shall be deemed to involve (1) a distribution of such securities other than Common Stock to all Holders of Common Stock (and the effective date of such reclassification shall be deemed to be the “date fixed for the determination of stockholders entitled to receive such distribution” and the “date fixed for such determination” within the meaning of paragraph (d) of this Section 10(ii)) and (2) a subdivision, split or combination, as the case may be, of the number of shares of Common

Stock outstanding immediately prior to such reclassification into the number of shares of Common Stock outstanding immediately thereafter (and the effective date of such reclassification shall be deemed to be “the day upon which such subdivision or split becomes effective” or “the day upon which such combination becomes effective,” as the case may be, and “the day upon which such subdivision, split or combination becomes effective” within the meaning of paragraph (c) of this Section 10(ii)).

(h) Calculation of Adjustments. All adjustments to the Conversion Rate shall be calculated to the nearest 1/10,000th of a share of Common Stock (or if there is not a nearest 1/10,000th of a share to the next lower 1/10,000th of a share). No adjustment in the Conversion Rate shall be required unless such adjustment would require an increase or decrease of at least 1% therein; provided, that any adjustments which by reason of this subparagraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment. If an adjustment is made to the Conversion Rate pursuant to paragraph (a), (b), (c), (d), (e), (f), (g), or (i) of this Section 10(ii), an adjustment shall also be made to the Average Market Price solely to determine which of clauses (a), (b) or (c) of the definition of Conversion Rate will apply on the Mandatory Conversion Date. Such adjustment shall be made by multiplying the Average Market Price by a fraction, the numerator of which shall be the Conversion Rate immediately after such adjustment pursuant to paragraph (a), (b), (c), (d), (e), (f), (g), or (i) of this Section 10(ii) and the denominator of which shall be the Conversion Rate immediately before such adjustment; provided, that if such adjustment to the Conversion Rate is required to be made pursuant to the occurrence of any of the events contemplated by paragraph (a), (b), (c), (d), (e), (f), or (g) of this Section 10(ii) during the period taken into consideration for determining the Average Market Price, appropriate and customary adjustments shall be made to the Conversion Rate.

(i) Increase of Conversion Rate. The Corporation may make such increases in the Conversion Rate, in addition to those required by this Section 10(ii), as it considers to be advisable in order to avoid or diminish any income tax to any Holders of Common Stock resulting from any dividend or distribution of stock or issuance of rights or warrants to purchase or subscribe for stock or from any event treated as such for income tax purposes or for any other reasons. The Corporation shall have the power to resolve any ambiguity or correct any error in this Section 10(ii) and its action in so doing, as evidenced by a resolution of the Board of Directors, shall be final and conclusive.

(j) Notice of Adjustment. Whenever the Conversion Rate is adjusted in accordance with Section 10(ii), the Corporation shall: (i) forthwith compute the Conversion Rate in accordance with Section 10(ii), and prepare and transmit to the Transfer Agent an Officer’s Certificate setting forth the Conversion Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) as soon as practicable following the occurrence of an event that requires an adjustment to the Conversion Rate pursuant to Section 10(ii) (or if the Corporation is not aware of such occurrence, as soon as practicable after becoming so aware) provide a written notice to the Holders of 7.50% Preferred of the occurrence of such event and a statement setting forth in reasonable detail the method by which the adjustment to the Conversion Rate was determined and setting forth the adjusted Conversion Rate.

(a) any consolidation or merger of the Corporation with or into another person (other than a merger or consolidation in which the Corporation is the surviving corporation and in which Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Corporation or another corporation); or

(b) any sale, transfer, lease or conveyance to another person of the property of the Corporation as an entirety or substantially as an entirety; or

(c) any statutory exchange of securities of the Corporation with another person (other than in connection with a merger or acquisition)

(any such event, a “Reorganization Event”) each share of 7.50% Preferred outstanding immediately prior to such Reorganization Event shall, after such Reorganization Event, be convertible solely into the kind and amount of securities, cash and other property receivable in such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon that have a record date that is prior to the Reorganization Date) by a holder of the number of shares of Common Stock (including fractional shares for this purpose) into which such share of 7.50% Preferred (x) might have been converted immediately prior to such Reorganization Event pursuant to Section 8(i), in the case of any conversion of a share of 7.50% Preferred at the option of the Holder thereof, (y) would have been converted pursuant to Section 6(i) if the Mandatory Conversion Date had occurred immediately prior to such Reorganization Event, in the case of the mandatory conversion of a share of 7.50% Preferred on the Mandatory Conversion Date, or (z) might have been converted immediately prior to such Reorganization Event, in the case of a conversion at the option of the Corporation pursuant to Section 7(i), assuming in each case that such holder of such shares of Common Stock (1) is not a person with which the Corporation consolidated or into which the Corporation merged or which merged into the Corporation or to which such sale or transfer was made, as the case may be (any such person, a “Constituent Person”), or an Affiliate (as defined below) of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Corporation and non-Affiliates, and (2) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“Non-electing Share”), then for the purpose of this Section 10(iii) the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Non-electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing Shares).

In the event of such a Reorganization Event, the person formed by such consolidation, merger or exchange or the person which acquires the assets of the Corporation shall execute and deliver to the Transfer Agent an agreement supplemental hereto providing that the Holder of each share of 7.50% Preferred shall have the rights provided by this Section 10(iii). Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 10. The above provisions of this Section 10(iii) shall similarly apply to successive Reorganization Events.

(i) “Affiliate” has the same meaning as given to that term in Rule 405 of the Securities Act of 1933, as amended, or any successor rule thereunder.

(ii) The “Average Market Price” means the average of the Closing Prices (as defined below) per share of Common Stock on each of the 20 consecutive Trading Days (as defined below) ending on the third Trading Day immediately preceding (a) July 1, 2006 or, if earlier, the date immediately prior to a Reorganization Event with respect to a conversion pursuant to Section 6 or (b) the date immediately prior to a Cash Merger with respect to a conversion pursuant to Section 9.

(iii) “Business Day” means any day other than a Saturday or Sunday or any other day on which banks in The City of New York are authorized or required by law or executive order to close.

(iv) The “Closing Price” of Common Stock or any securities distributed in a Spin-Off, as the case may be, on any date of determination means the closing sale price (or, if no closing price is reported the last reported sale price) per share on the New York Stock Exchange (the “NYSE”) on such date or, if such security is not quoted for trading on the NYSE on any such date, as reported in the composite transactions for the principal United States securities exchange on which such security is so listed or quoted, or if such security is not so listed or quoted on a United States national or regional securities exchange, as reported by

the Nasdaq National Market, or, if such security is not so reported, the last quoted bid price for such security in the over-the-counter market as reported by the National Quotation Bureau or similar organization, or, if such bid price is not available, the market value of such security on such date as determined by a nationally recognized independent investment banking firm retained for this purpose by the Corporation.

(v) “Corporate Trust Office” means the principal corporate trust office of the Transfer Agent at which, at any particular time, its corporate trust business shall be administered.

(vi) “Current Market Price” means (a) on any day the average of the Closing Prices for the five consecutive Trading Days preceding the earlier of the day preceding the day in question and the day before the “ex date” with respect to the issuance or distribution requiring computation, (b) in the case of any Spin-Off that is effected simultaneously with an Initial Public Offering of the securities being distributed in the Spin-Off, the Closing Price of Common Stock on the Trading Day on which the initial public offering price of the securities being distributed in the Spin-Off is determined, and (c) in the case of any other Spin-Off, the average of the Closing Prices of Common Stock over the first 10 Trading Days after the effective date of such Spin-Off. For purposes of this paragraph, the term “ex date,” when used with respect to any issuance or distribution, shall mean the first date on which Common Stock trades in a regular way on such exchange or in such market without the right to receive such issuance or distribution.

(vii) “Fair Market Value” means (a) in the case of any Spin-Off that is effected simultaneously with an Initial Public Offering of such securities, the initial public offering price of those securities, and (b) in the case of any other Spin-Off, the average of the Closing Prices of those securities over the first 10 Trading Days after the effective date of such Spin-Off.

(viii) “Holder” means the person in whose name any shares of 7.50% Preferred are registered in the books and records of the Corporation.

(ix) “Initial Public Offering” means the first time securities of the same class or type as the securities being distributed in the Spin-Off are offered to the public for cash.

(x) “Provisional Conversion Date” means the date fixed for conversion of shares of 7.50% Preferred for shares of Common Stock pursuant to Section 7 above, or if the Corporation shall default in the cash payment of (a) an amount equal to any accrued and unpaid dividends on the shares of 7.50% Preferred then outstanding, whether or not declared, and (b) the present value of all remaining dividend payments on the shares of 7.50% Preferred then outstanding, through and including July 1, 2006, in connection with such conversion on such date, the date the Corporation actually makes such payment.

(xi) “Spin-Off” means a dividend or other distribution of shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit of the Corporation.

(xii) “Trading Day” means a day on which Common Stock (A) is not suspended from trading on any national or regional securities exchange or association or over-the-counter market at the close of business and (B) has traded at least once on the national or regional securities exchange or association or over-the-counter market that is the primary market for the trading of Common Stock.

(xiii) “Transfer Agent” shall be the unless and until a successor is selected by the Corporation, and then such successor.

(xiv) “Treasury Yield” means the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) which has become publicly available at least two Business Days prior to the Provisional Conversion Date (or, if such Statistical Release is no longer published, any publicly available source for similar market data selected by the Corporation)) most nearly equal to the then remaining term to July 1, 2006; provided, however, that if the then remaining term to July 1, 2006 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated by the Corporation to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the

then remaining term to July 1, 2006, is less than one year, the weekly average yield on actually traded United States Treasury securities to a constant maturity of one year shall be used.

12. Fractional Shares. No fractional Common Stock shall be issued upon the conversion of any shares of 7.50% Preferred. In lieu of any fraction of a share of Common Stock that would otherwise be issuable in respect of the aggregate number of shares of 7.50% Preferred surrendered by the same Holder upon a conversion as described in Section 6, 7, 8 or 9, such Holder shall have the right to receive an amount in cash (computed to the nearest cent) equal to the same fraction of (a) in the case of Section 6, the Current Market Price or (b) in the case of Sections 7(i), 8(i) or 9(i), the Closing Price of Common Stock determined as of the second Trading Day immediately preceding the effective date of conversion.

(i) Procedures for conversion of shares of 7.50% Preferred, in accordance with Sections 6, 7, 8 or 9 not held in certificated form will be governed by arrangements among the depositary, participants and persons that may hold beneficial interests through participants designed to permit conversion without the physical movement of certificates. Payments, transfers, deliveries, exchanges and other matters relating to beneficial interests in global security certificates may be subject to various policies and procedures adopted by the depositary from time to time.

(ii) The liquidation preference and the annual dividend rate set forth herein, each shall be subject to equitable adjustment whenever there shall occur a stock split, combination, reclassification or other similar event involving 7.50% Preferred. Such adjustments shall be determined in good faith by the Board of Directors and submitted by the Board of Directors to the Transfer Agent.

(iii) For the purposes of Section 10, the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Corporation but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. The Corporation will not pay any dividend or make any distribution with respect to shares held in treasury.

(iv) If the Corporation shall take any action affecting Common Stock, other than action described in Section 10, that in the opinion of the Board of Directors would materially adversely affect the conversion rights of the Holders of the shares of 7.50% Preferred, then (x) the Conversion Rate, (y) the number of shares of Common Stock to be delivered on an early conversion as set forth in Sections 7, 8 or 9 may each be adjusted, to the extent permitted by law, in such manner, if any, and at such time, as the Board of Directors may determine to be equitable in the circumstances.

(v) The Corporation covenants that it will at all times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized but unissued Common Stock for the purpose of effecting conversion of 7.50% Preferred, the full number of shares of Common Stock deliverable upon the conversion of all outstanding shares of 7.50% Preferred not theretofore converted. For purposes of this Section 13(v), the number of shares of Common Stock that shall be deliverable upon the conversion of all outstanding shares of 7.50% Preferred shall be computed as if at the time of computation all such outstanding shares were held by a single Holder.

(vi) The Corporation covenants that any shares of Common Stock issued upon conversion of shares of 7.50% Preferred shall be validly issued, fully paid and non-assessable.

(vii) The Corporation shall endeavor to list the shares of Common Stock required to be delivered upon conversion of shares of 7.50% Preferred, prior to such delivery, upon each national securities exchange or quotation system, if any, upon which the outstanding shares of Common Stock are listed at the time of such delivery.

(viii) The Corporation will pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of shares of Common Stock or other securities or property on conversion of shares of 7.50% Preferred pursuant thereto; provided, however, that the Corporation shall not

be required to pay any tax that may be payable in respect of any transfer involved in the issue or delivery of shares of Common Stock or other securities or property in a name other than that of the Holder of 7.50% Preferred to be converted and no such issue or delivery shall be made unless and until the person requesting such issue or delivery has paid to the Corporation the amount of any such tax or established, to the reasonable satisfaction of the Corporation, that such tax has been paid.

(x) All shares of 7.50% Preferred shall be deemed outstanding except, from the date of registration of transfer, all shares of 7.50% Preferred held of record by the Corporation or any subsidiary of the Corporation.

(xi) Whenever possible, each provision hereof shall be interpreted in a manner as to be effective and valid under applicable law, but if any provision hereof is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating or otherwise adversely affecting the remaining provisions hereof. If a court of competent jurisdiction should determine that a provision hereof would be valid or enforceable if a period of time were extended or shortened or a particular percentage were increased or decreased, then such court may make such change as shall be necessary to render the provision in question effective and valid under applicable law.

(xii) This Series may be issued in fractions of a share which shall entitle the Holder, in proportion to such Holder’s fractional shares, to exercise voting rights, receive dividends, participate in distributions and have the benefit of all other rights of Holders of 7.50% Preferred.

(xiii) Subject to applicable escheat laws, any monies set aside by the Corporation in respect of any payment with respect to shares of 7.50% Preferred, or dividends thereon, and unclaimed at the end of two years from the date upon which such payment is due and payable shall revert to the general funds of the Corporation, after which reversion the Holders of such shares shall look only to the general funds of the Corporation for the payment thereof. Any interest accrued on funds so deposited shall be paid to the Corporation from time to time.

(xiv) Except as may otherwise be required by law, the shares of 7.50% Preferred shall not have any voting powers, preferences and relative, participating, optional or other special rights, other than those specifically set forth in this Certificate of Designations.

(xv) The headings of the various subdivisions hereof are for convenience of reference only and shall not affect the interpretation of any of the provisions hereof.

(xvi) If any of the voting powers, preferences and relative participating, optional and other special rights of 7.50% Preferred and qualifications, limitations and restrictions thereof set forth herein is invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, all other voting powers, preferences and relative participating, optional and other special rights of 7.50% Preferred and qualifications, limitations and restrictions thereof set forth herein that can be given effect without the invalid, unlawful or unenforceable voting powers, preferences and relative participating, optional and other special rights of 7.50% Preferred and qualifications, limitations and restrictions thereof shall, nevertheless, remain in full force and effect, and no voting powers, preferences and relative participating, optional or other special rights of 7.50% Preferred and qualifications, limitations and restrictions thereof herein set forth shall be deemed dependent upon any other such voting powers, preferences and relative participating, optional or other special rights of 7.50% Preferred and qualifications limitations and restrictions thereof unless so expressed herein.

(xvii) Shares of 7.50% Preferred that have been issued and reacquired in any manner, including shares purchased or exchanged or converted, shall (upon compliance with any applicable provisions of the laws of Delaware) have the status of authorized but unissued shares of preferred stock of the Corporation undesignated as to series and may be designated or redesignated and issued or reissued, as the case may be,

as part of any series of preferred stock of the Corporation, provided that any issuance of such shares as 7.50% Preferred must be in compliance with the terms hereof.

(xviii) If any certificates of shares of 7.50% Preferred shall be mutilated, lost, stolen or destroyed, the Corporation shall issue, in exchange and in substitution for and upon cancellation of the mutilated certificates of shares of 7.50% Preferred, or in lieu of and substitution for certificates of 7.50% Preferred lost, stolen or destroyed, a new certificate of 7.50% Preferred and of like tenor and representing an equivalent amount of shares of 7.50% Preferred, but only upon receipt of evidence of such loss, theft or destruction of such certificate of 7.50% Preferred and indemnity, if requested, satisfactory to the Corporation and the Transfer Agent. The Corporation is not required to issue any certificates representing shares of 7.50% Preferred on or after the Mandatory Conversion Date. In place of the delivery of a replacement certificate following the Mandatory Conversion Date, the Transfer Agent, upon delivery of the evidence and indemnity described above, will deliver shares of Common Stock pursuant to the terms of 7.50% Preferred evidenced by the certificate.

RESOLVED, that pursuant to the authority conferred upon the Board of Directors by the provisions of the Corporation’s Restated Certificate of Incorporation (the “Restated Certificate of Incorporation”), and pursuant to a resolution of the Board of Directors dated , 2004, the Board of Directors hereby fixes the number, designation, relative rights, preferences and limitations of the Class B Common Stock as follows (certain capitalized terms being herein used as defined in Section 7 below):

1. Designation and Number of Shares. Out of the shares of Common Stock of the Corporation authorized by the Restated Certificate of Incorporation, 5,458,955 shall be, and be designated as, Class B Common Stock, $0.01 par value per share (“Class B Common”). The number of authorized shares of Class B Common may be increased or decreased by further resolution adopted by the Board of Directors and by filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware, as may be amended from time to time (the “General Corporation Law”) stating that such increase or decrease, as the case may be, has been so authorized.

2. Ranking. Class B Common shall rank, with respect to distributions upon the liquidation, winding up or dissolution of the Corporation (i) pari passu to (a) the Common Stock, par value $0.01 per share, of the Corporation (“Common Stock”); and (b) to each other class or series of stock of the Corporation, the terms of which expressly provide that the class or series will rank pari passu with Class B Common as to distributions upon the liquidation, winding up or dissolution of the Corporation; (ii) junior to (a) the 7.50% Mandatory Convertible Preferred Shares, par value $0.01 per share, of the Corporation (“7.50% Preferred”); and (b) any other equity security, the terms of which expressly provide that such class or series will rank senior to Class B Common as to distributions upon liquidation, winding up or dissolution of the Corporation.

3. Dividends. The Holders of shares of Class B Common shall have no rights to receive dividends, except as expressly required by applicable law.

(i) On all matters to be voted on by the holders of Common Stock, the Holders of shares of Class B Common shall be entitled to one vote for each share thereof held of record. On all such matters on which the Holders of shares of Class B Common are so entitled to vote, the holders of Common Stock and the Holders of Class B Common shall vote as a single class. Except as expressly set forth in this Section 4(i), in Section 4(ii) or as otherwise required by the General Corporation Law, the Holders of shares of Class B Common shall have no voting rights.

(ii) So long as any shares of Class B Common are outstanding the affirmative vote or consent of the Holders of at least 66²/3% of the outstanding shares of Class B Common will be required for any amendment, alteration or repeal of the Restated Certificate of Incorporation (or any certificate supplemental thereto, including any Certificate of Designation or any similar document relating to any series of stock) that will adversely affect the powers, preferences, privileges or rights of Class B Common.

(i) Each time that a share of 7.50% Preferred is converted into one or more shares of Common Stock pursuant to the provisions of the Certificate of Designations of 7.50% Mandatory Convertible Preferred Shares of the Corporation (such Certificate of Designations, as may be amended from time to time, the “7.50% Preferred Certificate of Designation”), 1.98507454 shares of Class B Common then outstanding will automatically convert, without any further action on the part of the Corporation or the Holder thereof (subject to Section 5(ii)) into a number of newly issued shares of Common Stock equal to the Class B Conversion Rate (as defined in Section 6 below).

(ii) In the event that less than all outstanding shares of 7.50% Preferred are converted into shares of Common Stock, the Corporation shall, within five (5) Business Days of such conversion, provide Cargill, Incorporated (“Cargill”) with written notification of such conversion. Within ten (10) Business Days of receipt of such notice, Cargill shall provide the Corporation with written instructions identifying of the shares of Class B Common to be converted into shares of Common Stock in accordance with Section 5(i).

(iii) The Corporation shall make such arrangements as it deems appropriate for the issuance of certificates, if any, representing Common Stock, and for the payment of cash in lieu of fractional shares of Common Stock, if any, in exchange for and contingent upon surrender of certificates representing the shares of Class B Common (if such shares are held in certificated form). The Corporation may defer the payment of dividends on the Common Stock issuable upon conversion of shares of Class B Common and the voting thereof until, and make such payment and voting contingent upon, the surrender of the certificates representing the shares of Class B Common, provided that the Corporation shall give the Holders of the shares of Class B Common such notice of any such actions as the Corporation deems appropriate and upon such surrender such Holders shall be entitled to receive such dividends declared and paid on such Common Stock subsequent to the date of conversion. Amounts payable in cash in respect of the shares of Class B Common or in respect of such Common Stock shall not bear interest. Transfer or similar taxes in connection with the issuance of Common Stock to any person other than the Holder will be paid by the Holder.

(iv) Upon conversion of any share of Class B Common as described in this Section 5, such share of Class B Common shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each certificate representing each share of Class B Common so converted shall, insofar as it relates to such share, cease to have any rights with respect thereto, except the right to receive the shares of Common Stock issuable upon surrender of such certificate.

(i) The “Class B Conversion Rate” is equal to (a) the Conversion Rate (as defined in the 7.50% Preferred Certificate of Designations applicable to the conversion of shares of 7.50% Preferred at the time of such conversion), multiplied by (b) 1.98507454 (and in each case rounded upward or downward to the nearest 1/10,000th of a share).

(a) any consolidation or merger of the Corporation with or into another person (other than a merger or consolidation in which the Corporation is the surviving corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Corporation or another corporation); or

(b) any sale, transfer, lease or conveyance to another person of the property of the Corporation as an entirety or substantially as an entirety; or

(c) any statutory exchange of securities of the Corporation with another person (other than in connection with a merger or acquisition)

(any such event, a “Reorganization Event”) each share of Class B Common outstanding immediately prior to such Reorganization Event shall, after such Reorganization Event, be convertible solely into the kind and amount of securities, cash and other property receivable in such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon that have a record date that is prior to the Reorganization Date) by a holder of the number of shares of Common Stock (including fractional shares for this purpose) into which such share of Class B Common in the case of any conversion of a share of Class B Common would have been converted pursuant to Section 5 if the conversion date had occurred immediately prior to such Reorganization Event assuming in each case that such holder of such shares of Common Stock (1) is not a person with which the Corporation consolidated or into which the Corporation merged or which merged into the Corporation or to which such sale or transfer was made, as the case may be (any such person, a “Constituent Person”), or an Affiliate (as defined below) of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Corporation and non-Affiliates, and (2) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“Non-electing Share”), then for the purpose of this Section 6(ii) the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Non-electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing Shares).

In the event of such a Reorganization Event, the person formed by such consolidation, merger or exchange or the person which acquires the assets of the Corporation shall execute and deliver to the Transfer Agent an agreement supplemental hereto providing that the Holder of each share of Class B Common shall have the rights provided by this Section 6(ii). Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6. The above provisions of this Section 6(ii) shall similarly apply to successive Reorganization Events.

(i) “Affiliate” has the same meaning as given to that term in Rule 405 of the Securities Act of 1933, as amended, or any successor rule thereunder.

(ii) “Business Day” means any day other than a Saturday or Sunday or any other day on which banks in The City of New York are authorized or required by law or executive order to close.

(iii) The “Closing Price” of the Common Stock or any other securities, as the case may be, on any date of determination means the closing sale price (or, if no closing price is reported the last reported sale price) per share on the New York Stock Exchange (the “NYSE”) on such date or, if such security is not quoted for trading on the NYSE on any such date, as reported in the composite transactions for the principal United States securities exchange on which such security is so listed or quoted, or if such security is not so listed or quoted on a United States national or regional securities exchange, as reported by the Nasdaq National Market, or, if such security is not so reported, the last quoted bid price for such security in the over-the-counter market as reported by the National Quotation Bureau or similar organization, or, if such bid price is not available, the market value of such security on such date as determined by a nationally recognized independent investment banking firm retained for this purpose by the Corporation.

(iv) “Holder” means the person in whose name any shares of Class B Common are registered in the books and records of the Corporation.

(v) “Trading Day” means a day on which the Common Stock (A) is not suspended from trading on any national or regional securities exchange or association or over-the-counter market at the close of business and (B) has traded at least once on the national or regional securities exchange or association or over-the-counter market that is the primary market for the trading of the Common Stock.

(vi) “Transfer Agent” shall be the unless and until a successor is selected by the Corporation, and then such successor.

8. Fractional Shares. No fractional Common Stock shall be issued upon the conversion of any shares of Class B Common. In lieu of any fraction of a share of Common Stock that would otherwise be issuable in respect of the aggregate number of shares of Class B Common surrendered by the same Holder upon a conversion as described in Section 5, such Holder shall have the right to receive an amount in cash (computed to the nearest cent) equal to the same fraction of the Closing Price of the Common Stock determined as of the second Trading Day immediately preceding the effective date of conversion.

(i) Procedures for conversion of shares of Class B Common, in accordance with Section 5 not held in certificated form will be governed by arrangements among the depositary, participants and persons that may hold beneficial interests through participants designed to permit conversion without the physical movement of certificates. Payments, transfers, deliveries, exchanges and other matters relating to beneficial interests in global security certificates may be subject to various policies and procedures adopted by the depositary from time to time.

(ii) For the purposes of Section 6, the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Corporation but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. The Corporation will not pay any dividend or make any distribution with respect to shares held in treasury.

(iii) If the Corporation shall take any action affecting the Common Stock, other than action described in Section 6, that in the opinion of the Board of Directors would materially adversely affect the conversion rights of the Holders of the shares of Class B Common, then (x) the Class B Conversion Rate, and (y) the number of shares of Common Stock to be delivered on conversion may each be adjusted, to the extent permitted by law, in such manner, if any, and at such time, as the Board of Directors may determine to be equitable in the circumstances.

(iv) The Corporation covenants that it will at all times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized but unissued Common Stock for the purpose of effecting conversion of Class B Common, the full number of shares of Common Stock deliverable upon the conversion of all outstanding shares of Class B Common not theretofore converted. For purposes of this Section 9(iv), the number of shares of Common Stock that shall be deliverable upon the conversion of all outstanding shares of Class B Common shall be computed as if at the time of computation all such outstanding shares were held by a single Holder.

(v) The Corporation covenants that any shares of Common Stock issued upon conversion of shares of Class B Common shall be validly issued, fully paid and non-assessable.

(vi) The Corporation shall endeavor to list the shares of Common Stock required to be delivered upon conversion of shares of Class B Common, prior to such delivery, upon each national securities exchange or quotation system, if any, upon which the outstanding shares of Common Stock are listed at the time of such delivery.

(vii) The Corporation will pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of shares of Common Stock or other securities or property on conversion of shares of Class B Common pursuant thereto; provided, however, that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issue or delivery of shares of Common Stock or other securities or property in a name other than that of the Holder of Class B Common to be converted and no such issue or delivery shall be made unless and until the person requesting such issue or delivery has paid to the Corporation the amount of any such tax or established, to the reasonable satisfaction of the Corporation, that such tax has been paid.

(ix) All shares of Class B Common shall be deemed outstanding except, from the date of registration of transfer, all shares of Class B Common held of record by the Corporation or any subsidiary of the Corporation.

(x) Whenever possible, each provision hereof shall be interpreted in a manner as to be effective and valid under applicable law, but if any provision hereof is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating or otherwise adversely affecting the remaining provisions hereof. If a court of competent jurisdiction should determine that a provision hereof would be valid or enforceable if a period of time were extended or shortened or a particular percentage were increased or decreased, then such court may make such change as shall be necessary to render the provision in question effective and valid under applicable law.

(xi) Shares of Class B Common may be issued in fractions of a share which shall entitle the Holder, in proportion to such Holder’s fractional shares, to exercise voting rights, participate in distributions and have the benefit of all other rights of Holders of Class B Common.

(xii) Subject to applicable escheat laws, any monies set aside by the Corporation in respect of any payment with respect to shares of Class B Common and unclaimed at the end of two years from the date upon which such payment is due and payable shall revert to the general funds of the Corporation, after which reversion the Holders of such shares shall look only to the general funds of the Corporation for the payment thereof. Any interest accrued on funds so deposited shall be paid to the Corporation from time to time.

(xiii) Except as may otherwise be required by law, the shares of Class B Common shall not have any voting powers, preemptive or other subscription rights, preferences and relative, participating, optional or other special rights, other than those, if any, specifically set forth in this Certificate of Designations.

(xiv) The headings of the various subdivisions hereof are for convenience of reference only and shall not affect the interpretation of any of the provisions hereof.

(xv) If any of the voting powers, preferences and relative participating, optional and other special rights of Class B Common and qualifications, limitations and restrictions thereof set forth herein is invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, all other voting powers, preferences and relative participating, optional and other special rights of Class B Common and qualifications, limitations and restrictions thereof set forth herein that can be given effect without the invalid, unlawful or unenforceable voting powers, preferences and relative participating, optional and other special rights of Class B Common and qualifications, limitations and restrictions thereof shall, nevertheless, remain in full force and effect, and no voting powers, preferences and relative participating, optional or other special rights of Class B Common and qualifications, limitations and restrictions thereof herein set forth shall be deemed dependent upon any other such voting powers, preferences and relative participating, optional or other special rights of Class B Common and qualifications limitations and restrictions thereof unless so expressed herein.

(xvi) Shares of Class B Common that have been issued and reacquired in any manner, including shares purchased or exchanged or converted, shall (upon compliance with any applicable provisions of the laws of Delaware) have the status of authorized but unissued shares of Common Stock of the Corporation.

(xvii) If any certificates of shares of Class B Common shall be mutilated, lost, stolen or destroyed, the Corporation shall issue, in exchange and in substitution for and upon cancellation of the mutilated certificates of shares of Class B Common, or in lieu of and substitution for certificates of Class B Common lost, stolen or destroyed, a new certificate of Class B Common and of like tenor and representing an equivalent amount of shares of Class B Common, but only upon receipt of evidence of such loss, theft or destruction of such certificate of Class B Common and indemnity, if requested, satisfactory to the Corporation and the Transfer Agent. The Corporation is not required to issue any certificates representing shares of Class B Common on or after the date on which all outstanding shares of Class B Common have been converted into Common Stock pursuant to Section 5 or Section 9(xviii). In place of the delivery of a replacement certificate following such date, the Transfer Agent, upon delivery of the evidence and indemnity described above, will deliver shares of Common Stock pursuant to the terms of Class B Common evidenced by the certificate.

(xviii) In the event that, upon conversion of the last share of 7.50% Preferred outstanding into Common Stock and the consequent conversion of shares of Class B Common into Common Stock pursuant to Section 5, any share of Class B Common remains outstanding, any such remaining outstanding share of Class B Common shall be deemed automatically converted into Common Stock.

For purposes of clarification, each provision of these Bylaws that is subject to the Investor Rights Agreement, dated January 26, 2004, between Cargill, Incorporated (“Cargill“) and the Corporation, as amended from time to time (the “Investor Rights Agreement”), is subject to the Investor Rights Agreement only until the earlier of (i) the termination of the Standstill Period, or (ii) the termination of the Investor Rights Agreement. The term “Standstill Period” shall have the meaning ascribed thereto in the Investor Rights Agreement.

Section 1.1 Annual Meeting. An annual meeting of the stockholders, for the election of directors and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such date, and at such time as the Board of Directors shall each year fix, which date shall be within thirteen months after the organization of the Corporation or after its last annual meeting of stockholders. The Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board of Directors may adopt, as permitted by applicable law. Subject to Section 1.7, any other proper business may be transacted at an annual meeting.

Section 1.2 Special Meetings. Special meetings of the stockholders, for any purpose or purposes prescribed in the notice of the meeting, may be called by (a) the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board for adoption) or (b) the Chairman of the Board, and shall be held at such place, on such date, and at such time as they shall fix. The Board of Directors may, in its sole discretion, determine that the special meeting shall not be held at any place, but shall be held solely by means of remote communications, subject to such guidelines and procedures as the Board of Directors may adopt, as permitted by applicable law. Business transacted at special meetings shall be confined to the purpose or purposes stated in the notice.

Section 1.3 Notice of Meetings. Written notice of the place, date, and time of all meetings of the stockholders, the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be given, not less than ten (10) nor more than sixty (60) days before the date on which the meeting is to be held, to each stockholder of record entitled to vote at such meeting, except as otherwise provided herein or required by law (meaning, here and hereinafter, as required from time to time by the General Corporation Law of the State of Delaware, as may be amended from time to time (the “General Corporation Law”) or the Restated Certificate of Incorporation of the Corporation (the “Restated Certificate of Incorporation”)).

When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof and the means of remote communications, if any, by which stockholders and proxyholders may be deemed present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date, and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

Section 1.4 Quorum. At any meeting of the stockholders, the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law. If a quorum is present when a meeting is convened, the subsequent withdrawal of stockholders, even though less than a quorum remains, shall not affect the ability of the remaining stockholders lawfully to transact business.

If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date, or time until a quorum is present.

Section 1.5 Organization. Such person as the Board of Directors may have designated or, in the absence of such a person, the Chief Executive Officer of the Corporation, or in the absence of such officer, the President of the Corporation or, in the absence of such officer, such person as may be chosen by the holders of a majority of the shares entitled to vote who are present, in person or by proxy, shall call to order any meeting of the stockholders and act as chairman of the meeting. The secretary of the meeting shall be such person as the chairman appoints.

Section 1.6 Conduct of Business; Remote Communication. The chairman of any meeting of stockholders shall determine the order of business and the rules, regulations and procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him in order.

If authorized by the Board of Directors in accordance with the Bylaws of this Corporation and applicable law, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication, (1) participate in a meeting of stockholders and (2) be deemed present in person and vote at a meeting of stockholders, whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (i) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, (ii) the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (iii) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

Section 1.7 Notice of Stockholder Business. At an annual or special meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before a meeting, business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) properly brought before the meeting by or at the direction of the Board of Directors, or (c) properly brought before an annual meeting by a stockholder and if, and only if, the notice of a special meeting provides for business to be brought before the meeting by stockholders, properly brought before the special meeting by a stockholder. For business to be properly brought before a meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal offices of the Corporation no less than (i) in the case of an annual meeting, ninety (90) days nor more than one hundred twenty (120) days prior to the anniversary date of the immediately preceding annual meeting, (provided, however, that in the event that no annual meeting was held in the previous year or the annual meeting is called for a date that is not within thirty (30) days from the anniversary date of the preceding year’s annual meeting date, written notice by a stockholder in order to be timely must be received not later than the tenth day following the day on which the first public disclosure of the date of the annual meeting was made), and (ii) in the case of a special meeting, ten (10) days prior to date of such meeting. Delivery shall be by hand or by certified or registered mail, return receipt requested. In no event shall the public disclosure of an adjournment of an annual meeting commence a new time period for the giving of stockholder’s notice as described above. A stockholder’s notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual or special meeting (1) a brief

description of the business desired to be brought before the annual or special meeting and the reasons for conducting such business at the annual or special meeting, (2) the name and address, as they appear on the Corporation’s books, of the stockholder proposing such business, (3) a representation that the stockholder is a holder of record of shares of stock of the Corporation entitled to vote with respect to such business and intends to appear in person or by proxy at the meeting to move the consideration of such business, (4) the class and number of shares of the Corporation which are beneficially owned by the stockholder, and (5) any material interest of the stockholder in such business. Notwithstanding anything in the Bylaws to the contrary, no business shall be conducted at an annual or special meeting except in accordance with the procedures set forth in this Section 1.7. The chairman of an annual or special meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the provisions of this Section 1.7, and in such event, such business not properly brought before the meeting shall not be transacted.

Section 1.8 Proxies and Voting. At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing filed in accordance with the procedure established for the meeting.

Each stockholder shall have one vote for every share of stock entitled to vote which is registered in his name on the record date for the meeting, except as otherwise provided herein or required by law.

All voting, including on the election of directors, and except where otherwise required by law, may be by a voice vote; provided, however, that upon demand therefor by a stockholder entitled to vote or by his proxy, a stock vote shall be taken. Every stock vote shall be taken by ballots, each of which shall state the name of the stockholder or proxy voting and such other information as may be required under the procedure established for the meeting. Every vote taken by ballots shall be counted by an inspector or inspectors appointed by the chairman of the meeting.

All elections shall be determined by a plurality of the votes cast, and except as otherwise required by law, the Certificate of Incorporation or the Bylaws of this Corporation, all other matters shall be decided by the vote of the holders of stock having a majority of the votes cast by the holders of all stock entitled to vote on such question which are present in person or proxy at the meeting.

Section 1.9 Stock List. A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in his name, shall be open to the examination of any such stockholder, for any purpose germane to the meeting, for a period of at least ten days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, the list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, the list shall be open to the examination of any stockholder during the whole time thereof on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of stockholders or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

Section 2.1 Number and Term of Office. The number of directors shall initially be eleven (11), and, subject to the provisions of the Investor Rights Agreement, the number and term of office shall be fixed from time to

time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board for adoption). In accordance with the provisions of the Investor Rights Agreement, during the Standstill Period, four of the eleven (11) directors shall be IMC Directors (of which at least three shall qualify as Non-Associated Directors) and seven of such directors shall be designated by Cargill (of which at least three shall qualify as Non-Associated Directors). The term “IMC Directors” shall have the meaning ascribed thereto in the Investor Rights Agreement. The term “Non-Associated Directors” shall have the meaning set forth in Section 3.1 of these Bylaws. Each director shall hold office until his successor is elected and qualified or until his earlier death, resignation, retirement, disqualification or removal.

Section 2.2 Vacancies and Newly Created Directorships. Subject to the Investor Rights Agreement or the rights of the holders of any series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, or other cause (other than removal from office by a vote of the stockholders) may be filled only by a majority vote of the directors then in office, though less than a quorum, and the director so chosen shall hold office for a term expiring at the next annual meeting of stockholders at which the class of directors of such director is elected, in the case of a newly created directorship resulting from any increase in the authorized number of directors, or for the remainder of the term of the director he or she is replacing. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

Section 2.3 Removal and Resignation. Subject to the Investor Rights Agreement or the rights of the holders of any series of Preferred Stock then outstanding, any director, or the entire Board of Directors, may be removed from office at any time, only for cause, and only by the affirmative vote of the holders of at least a majority of the voting power of its then outstanding shares of stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class. Subject to the Investor Rights Agreement, vacancies in the Board of Directors resulting from such removal may be filled by (i) a majority of the directors then in office, though less than a quorum, or (ii) the stockholders at a special meeting of the stockholders properly called for that purpose, by the vote of the holders of a plurality of the shares entitled to vote at such special meeting. A Director so chosen shall hold office until the next annual meeting of stockholders at which the class of directors of such director is elected.

Any director may resign at any time by giving written notice to the Chairman of the Board, if any, the President or the Secretary. Unless otherwise stated in a notice of resignation, it shall take effect when received by the officer to whom it is directed, without any need for its acceptance.

Section 2.4 Regular Meetings. Unless otherwise determined by the Board of Directors, a regular annual meeting of the Board of Directors shall be held, without call or notice, immediately after and, if the annual meeting of stockholders is held at a place, at the same place as the annual meeting of stockholders, for the purpose of organizing the Board of Directors, electing officers and transacting any other business that may properly come before such meeting. Additional regular meetings of the Board of Directors shall be held at such place or places, on such date or dates, and at such time or times as shall have been established by the Board of Directors and publicized among all directors. A notice of each regular meeting shall not be required.

Section 2.5 Special Meetings. Special meetings of the Board of Directors may be called by three (3) of the directors then in office, by the Chairman of the Board or by the Chief Executive Officer and shall be held at such place, on such date, and at such time as may be fixed by the person or persons calling the special meeting. Notice of the place, date, and time of each such special meeting shall be given to each director who does not waive the right to a notice by (i) mailing written notice not less than five (5) days before the meeting, (ii) sending notice one (1) day before the meeting by an overnight courier service and two (2) days before the meeting if by overseas courier service, or (iii) by telephoning, telecopying, telegraphing or personally delivering the same not less than twenty-four (24) hours before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

Section 2.6 Quorum. At any meeting of the Board of Directors, a majority of the total number of authorized directors shall constitute a quorum for all purposes. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to another place, date, or time, without further notice or waiver thereof.

Section 2.7 Participation in Meetings by Conference Communications Equipment. Members of the Board of Directors, or of any committee of the Board of Directors, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting.

Section 2.8 Conduct of Business. At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present at a meeting at which a quorum is present, except as otherwise provided herein, in the Investor Rights Agreement or required by law.

Section 2.9 Powers. The Board of Directors may, except as otherwise required by law and subject to the Investor Rights Agreement, exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, including, without limiting the generality of the foregoing, the unqualified power:

(b) To purchase or otherwise acquire any property, rights or privileges on such terms as it shall determine;

(c) To authorize the creation, making and issuance, in such form as it may determine, of written obligations of every kind, negotiable or non-negotiable, secured or unsecured, and to do all things necessary in connection therewith;

(d) To remove any officer of the Corporation with or without cause, and from time to time to pass on the powers and duties of any officer upon any other person for the time being;

(e) To confer upon any officer of the Corporation the power to appoint, remove and suspend subordinate officers, employees and agents;

(f) To adopt from time to time such stock option, stock purchase, bonus or other compensation plans for directors, officers, employees and agents of the Corporation and its subsidiaries as it may determine;

(g) To adopt from time to time such insurance, retirement, and other benefit plans for directors, officers, employees and agents of the Corporation and its subsidiaries as it may determine; and

(h) To adopt from time to time regulations, not inconsistent with these Bylaws, for the management of the Corporation’s business and affairs.

Section 2.10 Action Without Meeting. Unless otherwise restricted by the Restated Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing (which may be in counterparts) or by electronic transmission, and the written consent or consents or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or such committee. Such filing shall be made in paper form if the minutes of the Corporation are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 2.11 Compensation of Directors. Directors, as such, may receive, pursuant to resolution of the Board of Directors or a committee of the Board of Directors, reimbursement of their reasonable expenses, if any, of attendance at meetings and fixed fees and other compensation for their services as directors, including, without limitation, their services as members of committees of the Board of Directors.

Section 2.12 Nomination of Director Candidates. Subject to any limitations stated in the Restated Certificate of Incorporation or the Investor Rights Agreement, nominations for the election of Directors may be made by the Board of Directors or a proxy committee appointed by the Board of Directors or by any stockholder entitled to vote in the election of Directors generally who complies with the notice procedures set forth in this Section 2.12. Any stockholder entitled to vote in the election of directors generally may nominate one or more persons for election as directors at a meeting only if written notice of such stockholder’s intent to make such nomination or nominations has been timely given, to the Secretary of the Corporation. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal offices of the Corporation not less than (i), with respect to an election to be held at an annual meeting of stockholders, ninety (90) days nor more than one hundred twenty (120) days prior to the anniversary date of the immediately preceding annual meeting (provided, however, that in the event that no annual meeting was held in the previous year or the annual meeting is called for a date that is not within thirty (30) days from the anniversary date of the preceding year’s annual meeting, written notice by a stockholder in order to be timely must be received not later than the tenth day following the day on which the first public disclosure of the date of the annual meeting was made), and (ii), with respect to the election to be held at a special meeting of stockholders for the election of directors, the close of business on the tenth (10^th) day following the date on which the first public disclosure of the date of the special meeting was made. Delivery shall be by hand, or by certified or registered mail, return receipt requested. In no event shall the public announcement of an adjournment of any annual or special meeting commence a new time period for giving of a stockholder notice as described above. A stockholder’s notice to the Secretary shall set forth (x) as to each person whom the stockholder proposes to nominate for election or re-election as a director: (1) the name, age, business address and residence address of such person, (2) the principal occupation or employment of such person, (3) the class and number of shares of stock of the Corporation which are beneficially owned by such person, (4) any other information relating to such person that would be required to be disclosed in solicitations of proxies for the election of such person as a director of the Corporation pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, had the nominee been nominated by the Board of Directors, and (5) such person’s written consent to being named in any proxy statement as a nominee and to serving as a director if elected; and (y) as to the stockholder giving notice: (1) the name and address, as they appear on the Corporation’s records, of such stockholder, (2) the class and number of shares of stock of the Corporation which are beneficially owned by such stockholder (determined as provided in clause (x)(3) above), (3) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote on the election of directors at such meeting and that such stockholder intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice, and (4) a description of all agreements, arrangements or understandings between the stockholder and each nominee of the stockholder and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder. At the request of the Board of Directors any person nominated by the Board of Directors for election as a director shall furnish to the Secretary that information required to be set forth in a stockholder’s notice of nomination which pertains to the nominee. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as a director of the Corporation. The presiding officer of the meeting shall refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure.

Section 3.1 Committees of the Board of Directors. The Board of Directors shall have four (4) standing committees, which shall be designated the Executive Committee, the Audit Committee, the Governance Committee and the Compensation Committee, and each of which shall be governed by its charter as approved by the Board of Directors and which shall comply with the applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Securities and Exchange Commission and the New York Stock Exchange applicable to Board committees of such nature. The Board of Directors, by a vote of a majority of the whole Board, may from time to time designate one or more other committees of the Board, with such lawfully delegable

powers and duties as it thereby confers, to serve at the pleasure of the Board. All committees of the Board of Directors shall be comprised of five (5) directors, to the extent practicable to comply with the applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Securities and Exchange Commission and the New York Stock Exchange applicable to Board committees of such nature. In accordance with the provisions of the Investor Rights Agreement, during the Standstill Period, two (2) of such five (5) directors shall be IMC Directors and three (3) of such five (5) directors shall be designated by Cargill. The Board of Directors may, if it desires, designate directors as alternate members who may replace any absent or disqualified member at any meeting of a committee.

The Audit Committee shall be comprised entirely of Non-Associated Directors, all of whom satisfy the applicable independence requirements of the New York Stock Exchange applicable to audit committees. The Governance Committee shall be comprised of a majority of Non-Associated Directors. The Chairman of the Compensation Committee, if there be such an officer, shall be a Non-Associated Director and, if required by Section 162(m) of the Internal Revenue Code of 1986, as amended, or Section 16 of the Securities Exchange Act of 1934, as amended, all other members of the Compensation Committee shall be Non-Associated Directors. The term “Non-Associated Director” shall mean a member of the Board of Directors who would have been considered an “independent director” of each of Cargill, IMC Global Inc. and the Corporation immediately prior to , 2004 under (a) Section 303A.02 of the New York Stock Exchange Listed Company Manual and (b) the rules and regulations of the Securities and Exchange Commission.

Any committee so designated may exercise the power and authority of the Board of Directors to declare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership and merger if the resolution which designates the committee or a supplemental resolution of the Board of Directors shall so provide. In the absence or disqualification of any member of any committee and any alternate member in his place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.

Section 3.2 Conduct of Business. Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein, in the Investor Rights Agreement or required by law. In the absence of such rules, each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of these Bylaws.

Section 4.1 Generally. The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. The Corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board, a Chief Executive Officer, one or more Vice Presidents, and such other officers as may from time to time be appointed by the Board of Directors. Officers shall be elected by the Board of Directors, which shall consider that subject at its first meeting after every annual meeting of stockholders. Each officer shall hold office at the pleasure of the Board, until his successor is elected and qualified or until his earlier resignation or removal. Any number of offices may be held by the same person.

Section 4.2 Powers and Duties of Executive Officers. The officers of the Corporation shall have such powers and duties in the management of the Corporation as may be prescribed by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his or her duties.

Section 4.3 Chairman of the Board. The Chairman of the Board, if there shall be such an officer, shall, if present, preside at all meetings of the Board of Directors, and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or as provided by these Bylaws.

Section 4.4 President. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board or the Chief Executive Officer, if there be such officers, the President shall be the general manager and chief executive officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and other officers, employees and agents of the Corporation. The President shall preside at all meetings of the stockholders. The President shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or by these Bylaws. The President shall have power to sign all stock certificates, contracts and other instruments of the Corporation which are authorized by the Board of Directors.

Section 4.5 Vice President. In the absence or disability of the President, the Vice Presidents, if any, in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice Presidents, if any, shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or these Bylaws.

Section 4.6 Treasurer. The Treasurer shall keep and maintain or cause to be kept and maintained, adequate and correct financial books and records of account of the Corporation in written form or any other form capable of being converted into written form. The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Corporation with such depositaries as may be designated by the Board of Directors. The Treasurer shall disburse all funds of the Corporation as may be ordered by the Board of Directors, shall render to the President and Directors, whenever they request it, an account of all transactions as Treasurer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by these Bylaws.

Section 4.7 Secretary. The Secretary shall keep, or cause to be kept, a book of minutes in written form of the proceedings of the Board of Directors, committees of the Board, and stockholders. Such minutes shall include all waivers of notice, consents to the holding of meetings, or approvals of the minutes of meetings executed pursuant to these Bylaws or the General Corporation Law. The Secretary shall keep, or cause to be kept at the principal executive office or at the office of the Corporation’s transfer agent or registrar, a record of its stockholders, giving the names and addresses of all stockholders and the number and class of shares held by each.

The Secretary shall give or cause to be given, notice of all meetings of the stockholders and of the Board of Directors required by these Bylaws or by law to be given, and shall keep the seal of the Corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or these Bylaws.

Section 4.8 Delegation of Authority. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof.

Section 4.9 Resignation; Removal; Vacancies. Subject to the rights and obligations set forth in a written Employment Agreement or the Investor Rights Agreement, if any, any officer of the Corporation may be removed at any time, with or without cause, by the Board of Directors. Any officer may resign at any time by giving written notice to the Chairman of the Board, if any, the President or the Secretary. Subject to the Investor Rights Agreement, a vacancy occurring in any office of the Corporation may be filled for the unexpired portion of the term thereof by the Board of Directors at any regular or special meeting.

Section 4.10 Action With Respect to Securities of Other Corporations. Unless otherwise directed by the Board of Directors, the President or any officer of the Corporation authorized by the President shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders of or with respect to any action of stockholders of any other corporation in which this Corporation may hold securities and otherwise to exercise any and all rights and powers which this Corporation may possess by reason of its ownership of securities in such other corporation.

Section 5.1 Certificates of Stock. Each stockholder shall be entitled to a certificate signed by, or in the name of the Corporation by, the Chief Executive Officer, the President or a Vice President, and the Secretary, an Assistant Secretary or the Treasurer, certifying the number of shares owned by him or her. Any or all the signatures on the certificate may be facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile, stamp or other imprint signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such officer, transfer agent, or registrar continued to be such at the date of issue.

Section 5.2 Transfers of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for stock of the Corporation duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer or, if the relevant stock certificate is claimed to have been lost, stolen or destroyed, upon compliance with the provisions of Section 5.4 of these Bylaws, and upon payment of applicable taxes with respect to such transfer, and in compliance with any restrictions on transfer applicable to such stock certificate or the shares represented thereby of which the Corporation shall have notice and subject to such rules and regulations as the Board of Directors may from time to time deem advisable concerning the transfer and registration of stock certificates, the Corporation shall issue a new certificate or certificates for such stock to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Transfers of stock shall be made only upon the transfer books of the Corporation kept at an office of the Corporation or by transfer agents designated to transfer shares of the stock of the Corporation.

Section 5.3 Record Date. The Board of Directors may fix a record date, which shall not be more than sixty (60) nor fewer than ten (10) days before the date of any meeting of stockholders, nor more than sixty (60) days prior to the time for the other action hereinafter described, as of which there shall be determined the stockholders who are entitled: (i) to notice of or to vote at any meeting of stockholders or any adjournment thereof; (ii) to receive payment of any dividend or other distribution or allotment of any rights; (iii) to exercise any rights with respect to any change, conversion or exchange of stock; or (iv) to take, receive or participate in any other lawful action.

If no record date is fixed, (i) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; and (ii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, but the Board of Directors may fix a new record date for the adjourned meeting.

Section 5.4 Lost, Stolen or Destroyed Certificates. In the event of the loss, theft or destruction of any certificate of stock, the Corporation may issue a new certificate for stock in the place of any such certificate, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such stockholder’s legal

representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

Section 5.5 Stockholders of Record. The Corporation shall be entitled to treat the holder of record of any stock of the Corporation as the holder thereof and shall not be bound to recognize any equitable or other claim to or interest in such stock on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by the laws of the State of Delaware.

Section 5.6 Regulations. The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board of Directors may establish.

Section 6.1 Notices. Except as otherwise specifically provided herein or required by law, all notices required to be given to any stockholder, director, officer, employee or agent shall be in writing and may in every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the mails, postage paid, or by sending such notice by prepaid telegram, mailgram or commercial courier service or any other reliable means permitted by applicable law (including, subject to the next paragraph, electronic transmission). Any such notice shall be addressed to such stockholder, director, officer, employee or agent at his last known address as the same appears on the books of the Corporation. The time when such notice is received by such stockholder, director, officer, employee or agent, or by any person accepting such notice on behalf of such person, if hand delivered, or dispatched, if delivered through the mails or by telegram, courier or mailgram, shall be the time of the giving of the notice. Such requirement for notice shall also be deemed satisfied, except in the case of stockholder meetings, if actual notice is received orally or by other writing by the person entitled thereto as far in advance of the event with respect to which notice is being given as the minimum notice period required by law or these Bylaws.

Without limiting the foregoing, any notice to stockholders given by the Corporation pursuant to these Bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the Corporation and shall also be deemed revoked if (1) the Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation in accordance with such consent and (2) such inability becomes known to the Secretary of the Corporation, the transfer agent or other person responsible for the giving of notice; provided, however, that the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. Notice given by a form of electronic transmission in accordance with these Bylaws shall be deemed given: (i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (iii) if by a posting on an electronic network, together with separate notice to the stockholder of such specific posting, upon the later of such posting and the giving of such separate notice; and (iv) if by another form of electronic transmission, when directed to the stockholder.

Section 6.2 Waivers. A written waiver of any notice, signed by a stockholder, director, officer, employee or agent, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such stockholder, director, officer, employee or agent. Neither the business nor the purpose of any meeting need be specified in such a waiver. Attendance of a person at a meeting shall constitute a waiver of notice for such meeting, except when the person attends a meeting for the express purpose of objecting, and does in fact object, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section 7.1 Facsimile Signatures. In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.

Section 7.2 Corporate Seal. The Board of Directors may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or other officer designated by the Board of Directors.

Section 7.3 Reliance Upon Books, Reports and Records. Each director, each member of any committee designated by the Board of Directors, and each officer of the Corporation shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation, including reports made to the Corporation by any of its officers, by an independent certified public accountant, or by an appraiser.

Section 7.4 Fiscal Year. The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.

Section 7.5 Time Periods. In applying any provision of these Bylaws which require that an act be done or not done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

Section 7.6 Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in electronic format or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

Section 7.7 Transactions With Interested Parties. No contract or transaction between the Corporation and one or more of the directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of the directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or a committee of the Board of Directors at which the contract or transaction is authorized or solely because any such director’s or officer’s votes are counted for such purpose if (a) the material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and (b) the Board of Directors or the committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum. Interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction. Notwithstanding the foregoing, during the Standstill Period, any contract or transaction between the Corporation and Cargill or the subsidiaries of Cargill (other than the Corporation and the Corporation’s subsidiaries) shall be subject to the approval of the IMC Directors who are Non-Associated Directors to the extent required by the Investor Rights Agreement.

Section 7.8 Definitions. (a) For purposes of these Bylaws, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

(b) For purposes of these Bylaws, “public disclosure” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service, or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended.

Section 8.1 Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (“Proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, whether the basis of such Proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment) against all expenses, liability and loss (including attorneys’ fees, judgments, fines, penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 8.2, the Corporation shall indemnify any such person seeking indemnity in connection with a Proceeding (or part thereof) initiated by such person only if such Proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. Such right shall be a contract right and shall include the right to be paid by the Corporation expenses incurred in defending any such Proceeding in advance of its final disposition to the extent not prohibited by the Sarbanes-Oxley Act of 2002; provided, however, that, if required by the General Corporation Law, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of such Proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it should be determined ultimately that such director or officer is not entitled to be indemnified under this Section 8.1 or otherwise.

Any indemnification as provided herein (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of a director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in the General Corporation Law. Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders.

For purposes of this Article VIII: (i) any reference to “other enterprise” shall include all plans, programs, policies, agreements, contracts and payroll practices and related trusts for the benefit of or relating to employees of the Corporation and its related entities (“employee benefit plans”); (ii) any reference to “fines”, “penalties”, “liability” and “expenses” shall include any excise taxes, penalties, claims, liabilities and reasonable expenses (including reasonable legal fees and related expenses) assessed against or incurred by a person with respect to any employee benefit plan; (iii) any reference to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation or trustee or administrator of any employee benefit plan which imposes duties on, or involves services by, such director, officer, employee or agent with

respect to an employee benefit plan, its participants, beneficiaries, fiduciaries, administrators and service providers; and (iv) any reference to serving at the request of the Corporation as a director, officer, employee or agent of a partnership or trust shall include service as a partner or trustee.

Section 8.2 Right of Claimant to Bring Suit. If a claim under Section 8.1 is not paid in full by the Corporation within ninety (90) days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any Proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law for the Corporation to indemnify the claimant for the amount claimed. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct.

Section 8.3 Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and to the advancement of related expenses to the extent not prohibited by the Sarbanes-Oxley Act of 2002, to any employee or agent of the Corporation to the fullest extent of the provisions of this Article VIII with respect to the indemnification of and advancement of expenses to directors and officers of the Corporation.

Section 8.4 Non-Exclusivity of Rights. The rights conferred on any person by Sections 8.1, 8.2 and 8.3 shall not be exclusive of any other right which such persons may have or hereafter acquire under any statute, provisions of the Restated Certificate of Incorporation, bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

Section 8.5 Indemnification Contracts. The Board of Directors is authorized to enter into a contract with any director, officer, employee or agent of the Corporation, or any person serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including employee benefit plans, providing for indemnification rights equivalent to those provided for in this Article VIII.

Section 8.6 Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any such director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expenses, liability or loss under the General Corporation Law.

Section 8.7 Effect of Amendment. Any amendment, repeal or modification of any provision of this Article VIII by the stockholders or the directors of the Corporation shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such amendment, repeal or modification.

Section 8.8 Savings Clause. If this Article VIII or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director, officer, employee and agent of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article VIII that shall not have been invalidated and to the fullest extent permitted by applicable law.

The Board of Directors is expressly empowered to adopt, amend, alter or repeal the Bylaws of the Corporation, subject to the right of the stockholders to adopt, amend, alter or repeal the Bylaws of the Corporation; provided, however, that the Board of Directors may make no such adoption, amendment, alteration or repeal that is inconsistent with the provisions of the Investor Rights Agreement. Subject to the provisions of the Investor Rights Agreement, any adoption, amendment or repeal of the Bylaws of the Corporation by the Board of Directors shall require the approval of a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any resolution providing for adoption, amendment or repeal is presented to the Board). Without limitation of the provisions of the Investor Rights Agreement, the stockholders shall also have power to adopt, amend, alter or repeal the Bylaws of the Corporation; provided, that this sentence shall in no way be construed as limiting Cargill and its affiliates’ obligations under the Investor Rights Agreement.

You have requested our opinion as to the fairness from a financial point of view to the holders of the outstanding shares of common stock, par value $1.00 per share (the “Shares”), of IMC Global Inc. (the “Company”) of the IMC Exchange Ratio (as defined below) relative to the Cargill Exchange (as defined below) pursuant to the Agreement and Plan of Merger and Contribution, dated as of January 26, 2004 (the “Agreement”), among the Company, Global Nutrition Solutions, Inc. (“Newco”), GNS Acquisition Corp., a direct wholly owned subsidiary of Newco (“GNS Acquisition Corp.”), Cargill, Inc. (“Cargill”) and Cargill Fertilizer, Inc., a direct wholly owned subsidiary of Cargill (“CFI”).

Pursuant to the Agreement, (i) Cargill, CFI and/or one or more of Cargill’s other subsidiaries will contribute the equity interests of certain of their subsidiaries that own all or substantially all of the assets, liabilities and obligations of Cargill’s fertilizer businesses (the “Cargill Fertilizer Business”) to Newco in exchange for a number of shares of common stock, par value $0.01 per share (“Newco Common Stock”), of Newco representing 66.5% of the shares of Newco Common Stock, plus 5,458,955 shares of class B common stock, par value $0.01 per share, of Newco (the “Cargill Exchange”) and (ii) GNS Acquisition Corp. will be merged with and into the Company (the “Merger”) and each outstanding Share will be converted into and become the right to receive 1.0 share of Newco Common Stock (the “IMC Exchange Ratio”). In addition, pursuant to the terms of the Agreement, in the Merger each outstanding share of the Company’s 7.50% Mandatory Convertible Preferred Stock, par value $1.00 per share, shall be converted into the right to receive one share of 7.50% Mandatory Convertible Preferred Stock, par value $0.01 per share, of Newco. The Company has also agreed to use its best efforts to reach, prior to the effective time of the Merger, an exchange of Shares for all of the outstanding limited partnership interests (“PLP Units”) of Phosphate Resource Partners Limited Partnership, a subsidiary of the Company, held by parties unaffiliated with the Company (the “PLP Unit Exchange”).

Goldman, Sachs & Co. and its affiliates, as part of their investment banking business, are continually engaged in performing financial analyses with respect to businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and other transactions as well as for estate, corporate and other purposes. We have acted as financial advisor to the Company in connection with, and have participated in certain of the negotiations leading to, the transaction contemplated by the Agreement (the “Transaction”). We expect to receive fees for our services in connection with the Transaction, all of which fees are contingent upon consummation of the Transaction, and the Company has agreed to reimburse our expenses and indemnify us against certain liabilities arising out of our engagement. In addition, we have provided certain investment banking services to the Company from time to time, including having acted as joint lead manager of a public offering of the Company’s 10.875% Senior Notes due 2008 (aggregate principal amount $400,000,000) in May 2001, as joint lead manager of a public offering of the Company’s 11.250% Senior Notes due 2011 (aggregate principal amount $200,000,000) in May 2001, as joint lead arranger of the Company’s credit facility (aggregate principal amount $500,000,000) in May 2001, as lead manager of a public offering of the Company’s 11.250% Senior Notes due 2011 (aggregate principal amount $100,000,000) in October 2001, as lead manager of a public offering of the Company’s 11.250% Senior Notes due 2011 (aggregate principal amount $100,000,000) in December 2002, as

co-lead manager of a public offering of 7.50% Mandatory Convertible Preferred Stock (aggregate principal amount $125,000,000) in June 2003, as joint lead manager of a public offering of 10.875% Senior Notes due 2013 (aggregate principal amount $400,000,000) in July 2003 and as dealer manager in connection with a partial tender for certain of the Company’s extant senior notes (aggregate principal amount $413,000,000) in July 2003. We also have provided certain investment banking services to Cargill from time to time, including having acted as Cargill’s financial advisor in connection with the sale of its North American seed business in November 2000 and as a co-manager of Cargill’s MTN program during the past three years. We also may provide investment banking and other services to the Company, Cargill, Newco and their respective affiliates in the future. In addition, Goldman, Sachs & Co. is a full service securities firm engaged, either directly or through its affiliates, in securities trading, investment management, financial planning and benefits counseling, risk management, financing and brokerage activities for both companies and individuals. In the ordinary course of these activities, Goldman, Sachs & Co. and its affiliates may actively trade the debt and equity securities (or related derivative securities) of the Company and the debt securities of Cargill (or related derivative securities) for their own account and for the accounts of their customers and may at any time hold long and short positions of such securities.

In connection with this opinion, we have reviewed, among other things, the Agreement; annual reports to stockholders and Annual Reports on Form 10-K of the Company for the five years ended December 31, 2002; audited consolidated financial statements of the Cargill Fertilizer Business for the fiscal year ended May 31, 2003; certain interim reports to stockholders and Quarterly Reports on Form 10-Q of the Company; certain unaudited interim financial statements for the Cargill Fertilizer Business; certain other communications from the Company to its stockholders; certain internal financial analyses and forecasts for the Cargill Fertilizer Business prepared by its management; certain internal analyses and forecasts for the Company and the Cargill Fertilizer Business prepared by management of the Company (the “Forecasts”); and certain cost savings and operating synergies projected by the respective managements of the Company and the Cargill Fertilizer Business to result from the Transaction (the “Synergies”). We also have held discussions with members of the senior managements of the Company, Cargill and the Cargill Fertilizer Business regarding their assessment of the strategic rationale for, and the potential benefits of, the Transaction and the past and current business operations, financial condition and future prospects of their respective companies, including discussions with the senior management of the Company regarding their assessment of the significant sensitivity of the Company’s business to commodity price movements in light of the Company’s relatively leveraged capital structure and the potential risks to the Company thereof. In addition, we have reviewed the reported price and trading activity for the Shares, compared certain financial and stock market information for the Company and certain financial information for the Cargill Fertilizer Business with similar information for certain other companies the securities of which are publicly traded, reviewed the financial terms of certain recent business combinations in the fertilizer industry specifically and in other industries generally and performed such other studies and analyses as we considered appropriate.

We have relied upon the accuracy and completeness of all of the financial, accounting, tax and other information discussed with or reviewed by us and have assumed such accuracy and completeness for purposes of rendering this opinion. In that regard, we have assumed, with your consent, that the Forecasts and the Synergies have been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the Company and the Cargill Fertilizer Business, as applicable, and that the Synergies will be realized in the amounts and time periods contemplated thereby. In addition, we have not made an independent evaluation or appraisal of the assets and liabilities (including any derivative or off-balance-sheet assets and liabilities) of the Company, Cargill or the Cargill Fertilizer Business or any of their respective subsidiaries and we have not been furnished with any such evaluation or appraisal. We also have assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Transaction will be obtained without any adverse effect on the Company or the Cargill Fertilizer Business or on the expected benefits of the Transaction in any way material to our analysis. We have assumed, with your consent, that the PLP Unit Exchange will be consummated prior to

the Merger on terms that are not different, in any way material to our analysis, from the terms set forth in the agreement (as in effect on the date hereof) between the Company and the largest unaffiliated holder of PLP Units. We are not expressing any opinion herein as to the prices at which the shares of Newco Common Stock may trade if and when they are issued nor does our opinion address the underlying business decision of the Company to engage in the Transaction. Our advisory services and the opinion expressed herein are provided for the information and assistance of the Board of Directors of the Company in connection with its consideration of the Transaction and such opinion does not constitute a recommendation as to how any holder of Shares should vote with respect to such Transaction.

Based upon and subject to the foregoing and based upon such other matters as we consider relevant, it is our opinion that, as of the date hereof, the IMC Exchange Ratio relative to the Cargill Exchange pursuant to the Agreement is fair from a financial point of view to the holders of the Shares.

Section 145 of the General Corporation Law of the State of Delaware (the “Delaware Statute”) provides that a Delaware corporation may indemnify any persons who are, or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), other than an action by or in the right of such corporation, by reason of the fact that such person is or was an officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise (an “indemnified capacity”). The indemnity may include expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was illegal. Similar provisions apply to actions brought by or in the right of the corporation, except that no indemnification shall be made without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director has actually and reasonably incurred. Section 145 of the Delaware Statute further authorizes a corporation to purchase and maintain insurance on behalf of any indemnified person against any liability asserted against him and incurred by him in any indemnified capacity, or arising out of his status as such, regardless of whether the corporation would otherwise have the power to indemnify him under the Delaware Statute.

The restated certificate of incorporation and amended and restated bylaws of Newco provide that Newco shall indemnify and hold harmless, to the fullest extent permitted by law, each person who is or was made a party, threatened to be made a party, or otherwise involved in any action, suit, or proceeding by reason of the fact that he or she is or was a director or officer of Newco, or is or was serving at the request of the corporation as a director, officer, employee, partner, or agent of another corporation, partnership, joint venture, or other enterprise, against expenses, liabilities, and losses. Furthermore, the directors of Newco shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (a) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (c) under Section 174 of the Delaware Statute, or (d) for any transaction from which the director derived an improper personal benefit.

Reg. S-K, Item 512(a) Undertaking: The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities

offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

Reg. S-K, Item 512(b) Undertaking: The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(1) The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(2) The registrant undertakes that every prospectus (i) that is filed pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet the requirements of section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective and that, for purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Reg. S-K, Item 512(h) Undertaking: Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in

connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Form S-4, Item 22(b) Undertaking: The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

Form S-4, Item 22(c) Undertaking: The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayzata, State of Minnesota, on April 7, 2004.


GLOBAL NUTRITION SOLUTIONS, INC.

By		/s/ FREDRIC W. CORRIGAN
		Fredric W. Corrigan
		CEO and President

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on April 7, 2004.


Title of each class of Securities to be registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share	Proposed maximum Aggregate Offering Price (2)	Amount of Registration Fee

Common stock, par value $.01 per share	143,044,670	N/A	$2,072,717,268	$262,613

7.50% Mandatory Convertible Preferred Shares, par value $.01 per share	2,750,000	N/A	$268,125,000	$33,972



COMPARISON OF THE RIGHTS OF NEWCO AND IMC STOCKHOLDERS		155

Authorized Capital Stock		155
Terms of Preferred Shares		156
Number of Directors		156
Classes of Directors		156
Removal of Directors		157
Vacancies on the Board of Directors		157
Board of Directors Quorum and Vote Requirements		158
Call and Notice of Special Meetings of Stockholders		158
Stockholder Meeting Quorum Requirements		158
Advance Notice Provisions for Stockholder Nominations and Proposals		158
Stockholder Action by Written Consent		160
Required Vote for Certain Transactions		160
State Anti-Takeover Provisions		161
Amendments to Certificate of Incorporation		161
Amendments to Bylaws		162
Limitation on Liability of Directors		162
Indemnification of Directors and Officers		163
Stockholder Rights Plan		164

EXPERTS		165

LEGAL MATTERS		165

FUTURE STOCKHOLDER PROPOSALS		165

WHERE YOU CAN FIND MORE INFORMATION		166

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS		F-i


	As of and for the Six Months Ended November 30,						As of and for the Year Ended May 31,
	2003			2002			2003			2002			2001 (a)			2000			1999
	(in millions, except per share data)
Statements of Operations Data:
Net sales	$	1,147.7		$	759.7		$	1,597.4		$	1,452.2		$	1,459.9		$	1,364.4		$	1,251.0
Cost of goods sold		1,062.8			656.4			1,460.2			1,279.1			1,377.9			1,180.2			999.4

Gross profit		84.9			103.3			137.2			173.1			82.0			184.2			251.6
Selling, general and administrative expenses		46.6			44.1			87.7			95.8			82.3			80.8			57.9
(Gain) loss on sale of assets		(.3	)		(1.2	)		(0.9	)		3.6			1.1			—			—
Impairment charge		—			—			—			—			14.1			—			—

Operating earnings (loss)		38.6			60.4			50.4			73.7			(15.5	)		103.4			193.7
Interest expense		15.7			21.4			41.2			42.8			46.7			39.7			15.4
Other (income) expense, net		.7			(2.3	)		2.2			7.5			1.3			7.9			5.1

Earnings (loss) from continuing operations before income taxes		22.2			41.3			7.0			23.4			(63.5	)		55.8			173.2
Income taxes expense (benefit)		6.7			7.0			(3.9	)		(1.4	)		(18.4	)		(51.6	)		54.6

Earnings (loss) from continuing operations		15.5			34.3			10.9			24.8			(45.1	)		107.4			118.6
Equity in net earnings of nonconsolidated companies		16.1			13.2			25.7			8.2			8.0			14.1			4.4
Minority interest		(1.6	)		4.9			2.5			.2			.1			(3.4	)		.1
Discontinued operations		—			.6			.5			2.0			3.2			1.5			2.3

Net earnings (loss)	$	30.0		$	53.0		$	39.6		$	35.2		$	(33.8	)	$	119.6		$	125.4

Balance Sheet Data (at period end):
Cash and cash equivalents	$	12.5		$	3.7		$	7.8		$	9.0		$	7.6		$	33.4		$	5.8
Total assets		1,711.9			1,457.5			1,599.2			1,403.9			1,407.3			1,244.5			962.8
Total debt (including current maturities)		49.8			55.1			57.5			64.9			81.5			55.3			—
Total liabilities		1,023.5			898.6			945.2			873.6			859.2			683.4			532.6
Total stockholder’s equity		680.2			558.4			649.5			523.9			538.6			556.0			430.1
Other Financial Data:
Depreciation and amortization		45.7			38.7			87.9			77.9			74.9			72.3			65.7
Capital expenditures		52.6			48.0			119.4			89.3			87.2			104.5			90.0
Net earnings (loss) from continuing operations per common share (b)		N/A			N/A			N/A			N/A			N/A			N/A			N/A
Cash dividends per common share (b)		N/A			N/A			N/A			N/A			N/A			N/A			N/A
Book value per share (end of period) (b)		N/A			N/A			N/A			N/A			N/A			N/A			N/A
Ratios of earnings to fixed charges (c)		3.0	x		3.3	x		1.7	x		1.7	x		(0.1	)x		2.5	x		9.2	x


	As of and for the Year Ended December 31,
	2003 (a)			2002			2001 (b)			2000 (c)			1999 (d)
	(in millions, except per share data)
Statement of Operations Data:
Net sales	$	2,190.6		$	2,057.4		$	1,958.7		$	2,095.9		$	2,282.9
Cost of goods sold		2,009.4			1,794.4			1,769.8			1,767.2			1,843.5

Gross margin		181.2			263.0			188.9			328.7			439.4
Selling, general and administrative expenses		79.6			80.7			81.8			102.7			127.8
Gain on sale of operating assets		(31.3	)		—			—			—			—
Goodwill write-down		—			—			—			—			432.0
Restructuring activity		6.5			—			11.0			(1.2	)		163.3

Operating earnings (loss)		126.4			182.3			96.1			227.2			(283.7	)
Interest expense		185.7			174.2			152.3			112.6			111.4
Foreign currency transaction (gain) loss		66.7			(0.7	)		(4.3	)		(7.2	)		4.4
Gain on sale of securities		(47.9	)		—			—			—			—
Debt refinancing (gain) expense		28.1			0.9			21.7			—			(0.9	)
Other (income) expense, net		1.6			8.1			19.5			3.1			(8.6	)

Earnings (loss) from continuing operations before minority interest		(107.8	)		(0.2	)		(93.1	)		118.7			(390.0	)
Minority interest		(33.7	)		(16.2	)		(40.7	)		(12.4	)		(0.1	)

Earnings (loss) from continuing operations before income taxes		(74.1	)		16.0			(52.4	)		131.1			(389.9	)
Provision (benefit) for income taxes		(36.5	)		29.8			(10.4	)		46.8			141.7

Earnings (loss) from continuing operations		(37.6	)		(13.8	)		(42.0	)		84.3			(531.6	)
Loss from discontinued operations		(92.9	)		(96.4	)		—			(429.3	)		(234.2	)
Cumulative effect of a change in accounting principle (e)		(4.9	)		—			(24.5	)		—			(7.5	)

Net loss	$	(135.4	)	$	(110.2	)	$	(66.5	)	$	(345.0	)	$	(733.3	)

Earnings (loss) per common share (basic and diluted):
Earnings (loss) from continuing operations	$	(0.37	)	$	(0.13	)	$	(0.36	)	$	0.73		$	(4.64	)
Loss from discontinued operations		(0.81	)		(0.84	)		—			(3.73	)		(2.04	)
Cumulative effect of a change in accounting principle (e)		(0.04	)		—			(0.21	)		—			(0.07	)

Net loss per common share available for common shareholders	$	(1.22	)	$	(0.97	)	$	(0.57	)	$	(3.00	)	$	(6.75	)

Balance Sheet Data (at period end):
Cash and cash equivalents	$	76.8		$	17.7		$	248.7		$	84.5		$	80.8
Total assets		3,670.7			3,637.1			4,248.9			4,261.6			5,195.9
Total debt (including current maturities)		2,116.8			2,271.5			2,291.5			2,360.6			2,548.6
Total liabilities		3,144.1			3,245.4			3,698.9			3,586.2			4,115.8
Total stockholders’ equity		526.6			391.7			540.7			675.4			1080.1

Other Financial Data:
Dividends declared per common share	$	0.06		$	0.08		$	0.08		$	0.32		$	0.32
Depreciation, depletion and amortization from continuing operations		171.9			165.3			157.2			166.2			175.3
Capital expenditures		120.3			140.0			123.1			118.1			248.4
Book value per share (end of period)		4.59			3.42			4.72			5.88			9.43
Ratios of earnings to fixed charges and preferred stock dividends (f)		0.5x			1.0x			0.4x			2.0x			(2.2	)x


	Six Months Ended November 30, 2003		Year Ended May 31, 2003
	(in millions, except per share data)
Statement of Operations Data:
Net sales	$	2,146.4	$	3,668.0
Gross margin		173.1		321.4
Operating income		96.3		149.2
Equity in net earnings of nonconsolidated companies		16.1		26.0
Net earnings (loss) from continuing operations		36.1		(3.9	)

Other Financial Data:
Depreciation, depletion and amortization from continuing operations	$	140.1	$	270.1
Ratios of earnings to fixed charges and preferred stock dividend		1.4x		1.0x

Per Share Data:
Per common share basic:
Net earnings (loss) from continuing operations	$	0.09	$	(0.01	)
Per common share diluted:
Net earnings (loss) from continuing operations	$	0.08	$	(0.01	)
Cash dividends per common share	$	0.02	$	0.03
Book value per common share (end of period)	$	7.76		N/A
Average common shares outstanding (in millions):
Basic		372.2		372.2
Diluted		425.4		425.4


		Headquarters Offices:
		100 South Saunders Road
		Lake Forest, Illinois 60045-2561


QUESTIONS AND ANSWERS ABOUT THE TRANSACTIONS		1

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS		7

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF THE CARGILL FERTILIZER BUSINESSES		16

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF IMC		17

SELECTED UNAUDITED PRO FORMA COMBINED FINANCIAL DATA		19

RISK FACTORS		21

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		37

THE SPECIAL MEETING		39

THE TRANSACTIONS		42

Background of the Transactions		42
IMC’s Reasons for the Transactions; Recommendation of the IMC Board of Directors		49
Cargill’s Reasons for the Transactions		52
Opinion of IMC’s Financial Advisor		54
Interests of IMC’s Directors and Executive Officers in the Transactions		59
Interests of Cargill’s Executive Officers in the Transactions		62
Completion and Effectiveness of the Transactions		62
Operations Following the Transactions		63
Accounting Treatment		63
Regulatory Matters		64
No Appraisal Rights		65
Restrictions on Resale of Newco Common Stock		65
Stock Exchange Listing		66
Stockholder Litigation Relating to the Transactions		66

THE MERGER AND CONTRIBUTION AGREEMENT		67

The Merger		67
Contribution of Entities Owning the Cargill Fertilizer Businesses		67
Pre-Contribution Restructuring		67
Consideration to be Received Pursuant to the Transactions; Treatment of Stock Options		67
Closing and Effective Date		68
Procedures for Exchange of Stock Certificates		68
Dividends		69
Listing of Newco Stock		69
Representations and Warranties		69
Definition of Material Adverse Effect		71
Interim Operations of IMC and the Cargill Fertilizer Businesses		71
No Solicitation		74
Indemnification, Exculpation and Insurance		75
Employee Matters		75
Indemnity		76
Covenant Not to Compete or Solicit Business		78
Conditions to the Transactions		79


Termination of the Merger and Contribution Agreement		81
Payment of Fees and Expenses		82
Amendments, Extensions and Waivers		84

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS		85

Tax Consequences of the Transactions		86
Tax Consequences of Owning Shares of Newco Common Stock		87
Tax Consequences of Owning Shares of Newco 7.50% Preferred Stock		88
Information Reporting and Backup Withholding		89

AGREEMENTS BETWEEN NEWCO AND CARGILL		91

Investor Rights Agreement		91
Registration Rights Agreement		94

THE PLP MERGER		95

Description of the PLP Merger Agreement		96
Special Meeting of the PLP Unitholders		99
IMC’s Agreement with Alpine		100
Unitholder Litigation Relating to the PLP Merger		100

UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL DATA		101

NEWCO BUSINESS		109

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE CARGILL FERTILIZER BUSINESSES		126

MANAGEMENT OF NEWCO FOLLOWING THE TRANSACTIONS		140

Executive officers and directors		140
Classified Board		140
Committees of the Board of Directors		141
Audit committee		141
Governance committee		141
Compensation committee		142
Officer compensation		142
Director compensation		142
Limitation on directors’ liability and indemnification		142

SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS OF IMC AND NEWCO		143

DESCRIPTION OF NEWCO CAPITAL STOCK FOLLOWING THE TRANSACTIONS		148

Authorized Capital Stock		148
Outstanding Capital Stock		148
Rights and Preferences of Newco Capital Stock		148
Transfer Agent and Registrar		152
Stock Exchange Listing		152
Anti-takeover Effects of Provisions of the DGCL and Newco’s Certificate of Incorporation and Bylaws		152
Advance Notice Requirements for Stockholder Proposals and Director Nominations		152
Authorized but Unissued Shares		153

MARKET PRICE AND DIVIDEND INFORMATION		154


Annex A		Merger and Contribution Agreement

Annex B		Investor Rights Agreement

Annex C		Registration Rights Agreement

Annex D		Form of Restated Certificate of Incorporation of Newco (including Form of Certificate of Designations for the Newco 7.50% Mandatory Convertible Preferred Shares and Form of Certificate of Designations for the Newco Class B Common Stock)

Annex E		Form of Amended and Restated Bylaws of Newco

Annex F		Opinion of Goldman, Sachs & Co.


	At November 30, 2003
	(in millions)
Balance Sheet Data:
Total assets	$	7,383.1	(a)
Working capital		567.0
Long-term debt (excluding current portion)		2,461.5	(b)
Total stockholders’ equity		2,888.6


Year	2004	2005	2006	2007
Low end of multiple range	8.0x	7.0x	6.0x	5.0x
High end of multiple range	11.0x	10.0x	9.0x	8.0x


	Hypothetical Future Stock Prices
	Case I	Combined Business	Case II	Combined Business
Years	IMC	Combined Business	IMC	Combined Business
2004	$5.31–$13.19	$5.08–$15.11	$3.51–$10.80	$4.05–$13.73
2005	$5.86–$14.29	$6.02–$15.57	$2.29–$ 9.48	$3.89–$12.68
2006	$5.68–$14.44	$6.27–$15.30	$2.00–$ 9.40	$4.04–$12.21
2007	$5.09–$13.95	$5.87–$14.20	$0.01–$ 6.75	$3.15–$10.32


Discount Rate	Case I				Case II
Discount Rate	0% Perp. Growth		3% Perp. Growth		0% Perp. Growth		3% Perp. Growth
11%	$	5.19	$	10.67	$	0.00	$	1.08
10%	$	7.28	$	14.39	$	0.00	$	3.39
9%	$	9.84	$	19.36	$	0.59	$	6.48
8%	$	13.05	$	26.31	$	2.58	$	10.80


	Enterprise Value Multiples of EBITDA
	Based on 1/23/04 Stock Price		Based on 11/30/03 Stock Price
	IMC	Implied Cargill Fertilizer Businesses	IMC	Implied Cargill Fertilizer Businesses
1998-2002 Average	7.9x	17.5x	7.0x	12.6x
2003E	12.5x	20.4x	10.9x	14.7x
2003E Normalized	7.8x	9.8x	6.8x	7.0x
2004-2008 Average	7.0x	9.4x	6.1x	6.8x


	Cargill Fertilizer Businesses Year Ended May 31, 2003			IMC Year Ended March 31, 2003			Pro Forma Adjustments			Newco Pro Forma Combined
	(in millions, except per share data)
Net sales	$	1,597.4		$	2,111.6		$	(41.0	)(e)	$	3,668.0
Cost of goods sold		1,460.2			1,881.2			5.2	(a)(b)(e)		3,346.6

Gross margin		137.2			230.4			(46.2	)		321.4

Selling, general and administrative expenses		87.7			79.6			2.4	(b)(d)		169.7
Other operating expenses		(0.9	)		3.4			—			2.5

Operating income		50.4			147.4			(48.6	)		149.2

Other (income) expense
Interest expense		41.2			175.8			(76.0	)(a)(b)		141.0
Other expense		2.2			32.9			(7.2	)(b)		27.9

Earnings (loss) before tax		7.0			(61.3	)		42.0			(19.7	)
Income tax expense/(benefit)		(3.9	)		10.9			5.8	(a)(b)		12.8

Earnings (loss) of consolidated companies		10.9			(72.2	)		28.8			(32.5	)
Equity in net earnings of nonconsolidated companies		25.7			—			0.3	(d)		26.0
Minority interests in net earnings of consolidated subsidiaries		2.5			21.9			(21.8	)(d)(f)		2.6

Net earnings (loss) from continuing operations	$	39.1		$	(50.3	)	$	7.3		$	(3.9	)

Per common share basic:
Net earnings (loss) from continuing operations		N/A		$	(0.44	)				$	(0.01	)
Per common share diluted:
Net earnings (loss) from continuing operations		N/A			(0.44	)				$	(0.01	)
Average common shares outstanding:
Basic		N/A			114.7						372.2
Diluted		N/A			114.7						425.4


	Cargill Fertilizer Businesses Six Months Ended November 30, 2003			IMC Six Months Ended September 30, 2003			Pro Forma Adjustments			Newco Pro Forma Combined
	(in millions, except per share data)
Net sales	$	1,147.7		$	1,034.4		$	(35.7	)(e)	$	2,146.4
Cost of goods sold		1,062.8			946.5			(36.0	)(a)(b)(e)		1,973.3

Gross margin		84.9			87.9			(0.3	)		173.1

Selling, general and administrative expenses		46.6			43.4			1.2	(b)(d)		91.2
Other operating expenses		(0.4	)		(14.0	)		—			(14.4	)

Operating income		38.7			58.5			(0.9	)		96.3

Other (income) expense
Interest expense		15.7			92.9			(35.2	)(a)(b)		73.4
Other expense		0.7			11.7			(4.0	)(b)		8.4

Earnings (loss) before tax		22.3			(46.1	)		38.3			14.5
Income tax expense/(benefit)		6.7			(27.4	)		13.7	(a)(b)		(7.0	)

Earnings (loss) of consolidated companies		15.6			(18.7	)		24.6			21.5
Equity in net earnings of nonconsolidated companies		16.0			—			0.1	(d)		16.1
Minority interests in net earnings of consolidated subsidiaries		(1.6	)		12.7			(12.6	)(d)(f)		(1.5	)

Net earnings (loss) from continuing operations	$	30.0		$	(6.0	)	$	12.1		$	36.1

Per common share basic:
Net earnings (loss) from continuing operations		N/A		$	(0.07	)				$	0.09
Per common share diluted:
Net earnings (loss) from continuing operations		N/A			(0.07	)				$	0.08
Average common shares outstanding:
Basic		N/A			114.7						372.2
Diluted		N/A			114.7						425.4


	Cargill Fertilizer Businesses At November 30, 2003			IMC At September 30, 2003			Pro Forma Adjustments			Newco Pro Forma Combined
	(in millions)
Assets
Current assets:
Cash and cash equivalents	$	12.5		$	56.0		$	0.4	(d)	$	68.9
Accounts receivable, net		262.8			182.9			(3.8	)(e)		441.9
Inventories		243.2			334.1			35.7	(a)(b)		613.0
Other current assets		102.1			35.1			—			137.2

Total current assets		620.6			608.1			32.3			1,261.0

Investments		279.3			34.5			(3.3	)(d)		310.5
Other assets		24.8			355.4			1,388.5	(b)(f)		1,768.7
Goodwill		—			319.0			583.7	(b)(c)		902.7
Property, plant and equipment, net		787.2			2,348.5			4.5	(d)		3,140.2

Total assets	$	1,711.9		$	3,665.5		$	2,005.7		$	7,383.1

Liabilities and Stockholders’ Equity
Current liabilities:
Short-term debt and current portion of long-term debt	$	10.9		$	18.7		$	—		$	29.6
Accounts payable and accrued expenses		227.6			389.9			9.6	(a)(b)(e)		627.1
Due to Cargill and affiliates		242.5			—			(205.2	)(a)		37.3

Total current liabilities		481.0			408.6			(195.6	)		694.0

Other liabilities:
Long-term debt - external		38.9			2,111.0			311.6	(b)		2,461.5
Long-term debt - due to Cargill and affiliates		311.6			—			(311.6	)(a)		—
Deferred income taxes		73.1			13.3			478.7	(b)		565.1
Other deferred liabilities		118.9			583.7			61.5	(b)		764.1

Total liabilities		1,023.5			3,116.6			344.6			4,484.7

Minority interest		8.2			—			1.6	(d)		9.8
Stockholders’ equity:
Equity		777.8			591.8			1,616.6	(a)(b)(c)(g)		2,986.2
Total other comprehensive income		(97.6	)		(42.9	)		42.9	(b)		(97.6	)

Total stockholders’ equity		680.2			548.9			1,659.5			2,888.6

Total liabilities and stockholders’ equity	$	1,711.9		$	3,665.5		$	2,005.7		$	7,383.1


Fair market value of IMC stock and options at January 27, 2004			$	1,550.6
Fair market value of PLP shares as converted to IMC stock				110.6

Fair market value of IMC equity securities				1,661.2
Transaction costs				23.3

Purchase price, including transaction costs				1,684.5

Less net assets acquired:
IMC net assets at historical cost	548.9
Reflects the elimination of unamortized goodwill	(319.0	)
Reflects the increase to finished goods inventories	24.7
Reflects the write-off of unamortized turnaround costs	(29.6	)
Reflects the write-up of potash mineral rights	1,689.0
Reflects the write-off of unamortized debt issuance costs	(43.0	)
Reflects the adjustment to record the long term debt at its fair market value	(311.6	)
Reflects the adjustment to deferred taxes related to temporary differences caused by adjusting net assets to their fair value	(488.2	)
Reflects the adjustment to employee benefit obligations to use assumptions consistent with those of the Cargill Fertilizer Businesses	(61.5	)
Reflects the exchange of IMC shares for outstanding PLP shares	(227.9	)

				781.8

Newco pro forma goodwill			$	902.7


		Cash and cash equivalents		$0.4 million increase

		Investments		$3.3 million decrease

		Property, plant and equipment, net		$4.5 million increase

		Minority interest		$1.6 million increase


	Year Ended May 31, 2003	Six Months Ended November 30, 2003
Selling, general and administrative expenses	$0.4 million increase	$0.2 million increase
Equity in net earnings of nonconsolidated companies	$0.3 million increase	$0.1 million increase
Minority interests in net earnings of consolidated companies	$0.1 million increase	$0.1 million increase


Change of Cargill inventories from LIFO to weighted average cost	11.0
Elimination of Cargill intercompany debt	527.8
Adjustment of Cargill Fertilizer Businesses working capital to $352 million	(11.0	)
Reflects the adjustment to deferred taxes related to temporary difference	(3.9	)

Subtotal of adjustments related to Cargill Fertilizer Businesses equity			523.9

Reflects the elimination of unamortized goodwill	(319.0	)
Reflects the increase the finished goods inventories	24.7
Reflects the write-off of unamortized turnaround costs	(29.6	)
Reflects the write-up of potash mineral rights	1,689.0
Reflects the write-off of unamortized debt issuance costs	(43.0	)
Reflects the adjustment to record the long term debt at its fair market value	(311.6	)
Reflects the adjustment to deferred taxes related to temporary differences caused by adjusting net assets to their fair value	(488.2	)
Reflects the adjustment to employee benefit obligations to use assumptions consistent with those of Cargill Fertilizer Businesses	(61.5	)
Reflects the exchange of IMC Global shares for outstanding PLP shares	(227.9	)
Reflects zeroing out the other comprehensive income balances	(42.9	)
Reflects the newly created goodwill	902.7

Subtotal of adjustments related to IMC’s equity			1,092.7


Total changes to equity			1,616.6


Early 1960s		Begins U.S. fertilizer trading and distribution as a grain backhaul opportunity

Dec 1985		Purchases 80% of Gardinier, Inc. (includes Fort Meade phosphate rock mine and Tampa, Florida phosphate facility)

Jan 1986		Creates a Fertilizer Division and names Fredric W. “Fritz” Corrigan as President

Jun 1987		Commences fertilizer business in Argentina, distributing imported fertilizer using leased warehouse space at the port in Buenos Aires

Jun 1988		Purchases the remaining 20% of Gardinier, Inc. from minority shareholders

Feb 1990		Gives final approval for the construction of Saskferco Products, Inc.

Jan 1991		Christens the Alafia molten sulfur barge (completes maiden voyage from Galveston to Tampa)

Jun 1991		Opens a warehouse and bulk blend plant in Conception Bay (Cosmito), Chile

Aug 1992		Commissions Saskferco Products, Inc. at Belle Plaine, Saskatchewan

Jun 1993		Cargill Agricola, S.A., parent company of Cargill Fertilizantes, S.A., constructs a liquid fertilizer blending plant and warehouse located at Monte Alto, Brazil

May 1993		Acquires Seminole Fertilizer Corp. (includes Hookers Prairie phosphate rock mine and Bartow, Florida phosphate facility)

Dec 1995		Forms South Ft. Meade Partnership, L.P. and acquires the South Ft. Meade phosphate rock mine and beneficiation plant, immediately expanding capacity from 3.2 million metric tons to 4.7 million metric tons per year

Jan 1996		Commissions first feed phosphate plant at Tampa, Florida phosphate facility

Aug 1996		Opens a warehouse and bulk blending plant in Tianjin, China


Apr 1997		Completes a warehouse and bulk blending plant in Sriracha, Thailand

Aug 1997		Begins a warehouse and bulk blending operation in San Antonio, Chile

Aug 1997		Opens a warehouse and bulk blending plant in Donetsk, Ukraine

Sep 1997		Completes expansion of Saskferco Products, Inc. to 1,860 metric tons per day of ammonia and 2,850 metric tons per day of urea

May 1998		Completes a series of expansions that increase capacity at both the Tampa and Bartow phosphate facilities to 860,000 metric tons of P₂O₅ per year

Jul 1998		Signs a multi-year agreement with WMC Fertilizers, Ltd. to market export tonnage from new Phosphate Hill, Australia plant

Aug 1998		Opens a new port facility and 60,000 metric ton warehouse in Quebracho, Argentina

Aug 1998		Discharges first panamax vessel at the new anchorage and lightering port facility in Rozy, India

Jul 1999		Purchases a 72% equity stake in Solorrico, S.A., a Brazilian fertilizer producer and distributor

Jul 2000		Dedicates an E-Crane barge discharge system and high speed truck load-outs at Port Cargill in Savage, Minnesota

Aug 2000		Opens a warehouse and bulk blending facility in Yantai, China

Oct 2000		Acquires an 80% equity stake in Fertiza, a Brazilian fertilizer producer and distributor

Dec 2000		Acquires a 35% equity stake in a Chinese joint venture to construct a 600,000 metric ton DAP plant in Haikou, China

Mar 2001		Completes the construction of a second 60,000 metric ton warehouse at Quebracho, Argentina

May 2001		Installs an E-Crane barge/vessel discharge system and high speed truck load-outs at Channelview, Texas

Jun 2001		Saskferco Products, Inc. opens a new 80,000 metric ton warehouse in Carmen, Manitoba

Nov 2001		Launches commercial production of a line of specialty products branded MicroEssentials^™

Jan 2002		Opens a new liquid sulfur terminal at Channelview, Texas

Jun 2002		Opens a second bulk blending line at the facility in Donetsk, Ukraine

Jul 2002		Purchases sulfuric acid assets formerly operated by Mulberry Phosphates, Inc. near Bartow, Florida and agrees with the Florida Department of Environmental Protections (FDEP) to manage the closure of two gypsum stacks at the site

Aug 2002		Commissions DAP granulation plant at the Haikou, China plant

Nov 2002		Acquires Farmland Hydro L.P.’s Green Bay, Florida phosphate facility and rock reserves

Nov 2002		Commissions a second feed phosphate plant at Tampa, Florida

Apr 2003		Buys a 60% equity stake in a 170,000 metric ton NPK plant at Yangzhong City, China

Jun 2003		Approves the construction of a second molten sulfur barge

Aug 2003		Completes the purchase of publicly traded minority shares of Cargill Fertilizantes, S.A. (the Brazilian company that merged the Solorrico and Fertiza businesses)

Oct 2003		Begins the expansion of the South Ft. Meade mine from 4.7 to 5.9 million metric tons per year

Nov 2003		Saskferco Products, Inc. adds 50,000 metric tons of MicroGran^™ feed urea production at Belle Plaine, Saskatchewan

Jan 2004		Signs a definitive agreement to combine the Cargill Fertilizer Businesses with IMC Global, subject to regulatory and shareholder approvals

Mar 2004		Begins the planned conversion of the Tampa GTSP plant to more value-added MicroEssentials^™ production



Mar 2004		Saskferco commissions 230,000 metric ton 28% UAN solution plant at Belle Plaine

Mar 2004		Acquires the Wingate Creek phosphate rock mine and phosphate reserves from Nu-Gulf Wingate Holdings, LLC


	Six Months Ended November 30,						Year Ended May 31,
	2003			2002			2003			2002			2001
Net sales	$	1,147,735		$	759,663		$	1,597,392		$	1,452,240		$	1,459,899
Cost of sales:		1,062,796			656,367			1,460,234			1,279,087			1,377,893

Gross profit		84,939			103,296			137,158			173,153			82,006
Expenses:
Selling, general & administrative		46,611			44,061			87,629			95,836			82,338
(Gain)/loss on sale of assets		(334	)		(1,168	)		(902	)		3,629			1,097
Restructuring charges		—			—			—			—			14,066

Operating earnings		38,662			60,403			50,431			73,688			(15,495	)
Interest on external debt		4,508			8,594			13,210			12,020			8,368
Interest on debt with Cargill		11,203			12,771			28,010			30,847			38,277
Other (income) expense, net		700			(2,241	)		2,172			7,463			1,317

Earnings (loss) from continuing operations before tax		22,251			41,279			7,039			23,358			(63,457	)
Income tax expense (benefit)		6,733			6,962			(3,863	)		(1,444	)		(18,350	)

Earnings (loss) from continuing operations		15,518			34,317			10,902			24,802			(45,107	)
Equity in net earnings of nonconsolidated companies		16,052			13,163			25,667			8,225			8,000
Minority interest in net (earnings) loss of consolidated companies		(1,568	)		4,921			2,516			144			102

Net earnings (loss) from continuing operations		30,002			52,401			39,085			33,171			(37,005	)
Discontinued operations, net of income taxes		—			574			520			2,000			3,241

Net earnings (loss)	$	30,002		$	52,975		$	39,605		$	35,171		$	(33,764	)


	Payment Due by Period
Contractual Obligations	Total		Less than 1 year		1-3 years		4-5 years		More than 5 years
	(dollars in thousands)
Due to Cargill, Inc and affiliates (a)	$	548,990	$	233,823	$	—	$	—	$	315,167
Long-term debt		57,506		8,277		16,209		5,224		27,796
Operating leases		14,652		3,705		4,264		1,608		5,075
Purchase obligations (b)		1,755,980		667,081		882,004		19,295		187,600

Total contractual cash obligations	$	2,477,128	$	912,886	$	902,477	$	126,127	$	535,638


Name	Age	Position
Fredric W. Corrigan	62	Chief Executive Officer, President and Director
Robert L. Lumpkins	60	Chairman of the Board of Directors
Douglas A. Pertz	49	Director


	Pre-Transactions IMC Shares Beneficially Owned (1)				Post-Transactions Estimated Newco Shares Beneficially Owned (2)
Name and Address of Beneficial Owner	Number		Percent (3)		Number	Percent (3)
Principal Stockholders:

Cargill, Incorporated (4) 15615 McGinty Road West Wayzata, Minnesota 55391	0			*	229,608,655	66.5	%

Lord, Abbett & Co. 90 Hudson Street Jersey City, New Jersey 07302	14,866,541	(5)	12.85	%	14,866,541	4.31	%

PEA Capital LLC 1345 Avenue of the Americas 49^th Floor New York, New York 10105	11,125,300	(6)	9.62	%	11,125,300	3.22	%

Wellington Management Company, LLP 75 State Street Boston, Massachusetts 02109	10,388,760	(7)	8.98	%	10,388,760	3.01	%

T. Rowe Price Associates, Inc. 100 East Pratt Street Baltimore, Maryland 21202	8,645,020	(8)	7.47	%	8,645,020	2.50	%

Mellon Financial Corporation Mellon Trust of New England, National Association Boston Company Asset Management, LLC One Mellon Center Pittsburgh, Pennsylvania 15258	7,612,639	(9)	6.58	%	7,612,639	2.21	%

J.R. Simplot / J.R. Simplot Self- Declaration of Revocable Trust J.R. Simplot Foundation, Inc. 999 Main Street Boise, Idaho 83702	6,557,500	(10)	5.67	%	6,557,500	1.90	%

Schneider Capital Management Corporation 460 E. Swedesford Road Suite 1080 Wayne, Pennsylvania 19087	6,043,475	(11)	5.22	%	6,043,475	1.75	%


	IMC Common Stock (1)
	High		Low		Dividend
2002
First Quarter	$	15.55	$	12.22	$	0.02
Second Quarter		14.90		11.95		0.02
Third Quarter		14.95		8.52		0.02
Fourth Quarter		13.09		10.25		0.02

2003
First Quarter	$	11.45	$	7.89	$	0.02
Second Quarter		10.10		6.00		0.02
Third Quarter		8.41		6.23		0.02
Fourth Quarter		10.40		5.82		—

2004
First Quarter	$	14.40	$	9.85		—
Second Quarter (through April 7, 2004)	$	15.29	$	14.29		—


IMC		Newco

• 300,000,000 shares of common stock, par value $1.00 per share		• 500,000,000 shares of common stock, par value $0.01 per share, of which 5,458,955 shares have been designated as Class B common stock and will be outstanding upon completion of the transactions

• 12,000,000 shares of preferred stock, par value $1.00 per share, of which 2,750,000 shares have been designated as 7.50% Mandatory Convertible Preferred Shares (the IMC 7.50% preferred stock) and are currently outstanding, and 300,000 shares have been designated as Series D Junior Participating Preferred Stock		• 12,000,000 shares of preferred stock, par value $0.01 per share, of which 2,750,000 shares have been designated as 7.50% Mandatory Convertible Preferred Shares (the Newco 7.50% preferred stock), and will be outstanding upon completion of the transactions


IMC		Newco

The terms of the IMC 7.50% preferred stock are included in IMC’s Registration Statement on Form 8-A, and are incorporated in this proxy statement/prospectus by reference. See “Where You Can Find More Information” beginning on page of this proxy statement/prospectus. In particular, holders of IMC 7.50% preferred stock do not have any voting rights, except the right to elect two directors to the IMC board of directors under certain circumstances and those voting rights provided by applicable law.		The terms of the Newco 7.50% preferred stock are identical to the terms of the IMC 7.50% preferred stock, except that holders of shares of Newco 7.50% preferred stock will have the right to vote on all matters to be voted upon by the holders of shares of Newco common stock. See “Description of Newco Capital Stock Following the Transactions—Rights and Preferences of Newco Capital Stock—Newco 7.50% Preferred Stock” beginning on page of this proxy statement/prospectus for a complete description of the terms of the Newco 7.50% preferred stock.


IMC		Newco

The IMC board of directors currently has nine directors. IMC’s restated certificate of incorporation provides that the number of directors will not be less than five nor more than eighteen, with the exact number to be fixed from time to time as provided in IMC’s amended and restated bylaws. IMC’s amended and restated bylaws provide that the number of directors will be determined from time to time by a resolution adopted by the IMC board of directors.		Newco’s board of directors will have eleven directors at the effective date of the transactions. Newco’s amended and restated certificate of incorporation provides that the number of directors will be established as provided in Newco’s amended and restated bylaws. Newco’s amended and restated bylaws provide that the exact number of directors will be determined from time to time by a resolution adopted by a majority of the members of the Newco board of directors. See “Agreements Between Newco and Cargill—Investor Rights Agreement” beginning on page of this proxy statement/prospectus for a discussion of IMC’s and Cargill’s rights to designate the initial members of the Newco board of directors and their replacements.


IMC		Newco

IMC’s restated certificate of incorporation provides that IMC’s board of directors is divided into three classes (as nearly equal in number as practical). Directors are elected for staggered terms of three years each so that the term of one class expires at each annual meeting.		Newco’s restated certificate of incorporation provides that the Newco board of directors will be divided into three classes, designated as Class I, Class II and Class III, respectively. Classes I and III will be comprised of three directors, and Class II will be comprised of five directors. Directors are elected for three-year terms, with one class of directors up for election each year following the completion of the transactions. See “Agreements Between Newco and Cargill —Investor Rights Agreement” beginning on page of this proxy statement/prospectus for a discussion of the composition of Newco’s director classes.


IMC		Newco

IMC’s amended and restated bylaws provide that newly created directorships resulting from an increase in the number of directors and vacancies occurring for any reason will be filled by a majority of the remaining directors. Each director elected to replace a former director will hold office for the unexpired term of office of the director whom he or she replaced until the election and qualification of a successor or until such replacement’s earlier death, resignation or removal. A director elected to fill a newly created directorship will serve until the next annual meeting of stockholders at which the terms of office of the class of directors to which he or she is assigned expire and until the election and qualification of a successor or until such director’s earlier death, resignation or removal.		Newco’s amended and restated bylaws provide that newly created directorships resulting from an increase in the authorized number of directors and vacancies resulting from any cause (including death, resignation, retirement or disqualification) will be filled by a majority vote of the directors then in office, even if less than a quorum. The director so chosen will hold office for a term expiring at the next annual election of that director’s class or for the remainder of the term of the director he or she replaced. Vacancies in the Newco board of directors resulting from removal by a vote of the stockholders may be filled either in the same manner as described immediately above or by the Newco stockholders at a special meeting of the Newco stockholders properly called for that purpose, by the vote of the holders of a plurality of the shares entitled to vote at that special meeting. The director so chosen will hold office until the next annual election of that director’s class.

		Notwithstanding the procedures described above, during the standstill period, vacancies will be filled as described in “Agreements Between Newco and Cargill—Investor Rights Agreement” beginning on page of this proxy statement/prospectus.


In addition, IMC’s amended and restated bylaws provide that in order for an IMC stockholder to bring an item of business before the annual meeting, IMC must receive timely written notice of such item.		In addition, Newco’s amended and restated bylaws provide that in order for a Newco stockholder to bring business before an annual meeting, Newco must receive timely written notice of such item.

Each notice relating to a director nomination or a proposed item of business, in order to be timely, must be delivered to or mailed and received at IMC’s principal executive offices:		Each notice relating to a director nomination for an annual meeting or a proposed item of business to be transacted at an annual meeting, in order to be timely, must be delivered to or mailed and received at Newco’s principal offices:

• not less than 75 days and not more than 100 days prior to the meeting, or • if less than 70 days’ notice of the meeting or prior public disclosure of the date of the meeting is given or made to stockholders, the stockholder’s notice must be received not later than the close of business on the tenth day following the day on which the notice of the meeting was mailed or, if earlier, the day on which the public disclosure was made.		• not less than 90 days and not more than 120 days prior to the anniversary date of the immediately preceding year’s annual meeting, or • if no annual meeting was held in the previous year or the annual meeting is called for a date that is not within 30 days from the anniversary date of the preceding year’s annual meeting, the stockholder’s notice must be received no later than the tenth day following the day on which the first public disclosure of the date of the annual meeting was made.

Each stockholder notice relating to nominations of directors must include, among other things, information on the nominating stockholder and information regarding the nominee required by the proxy rules of the SEC. The notice also must be accompanied by the written consent of the proposed nominee consenting to being named as a nominee and to serving as a director if elected.		Each stockholder notice relating to nominations of directors must include, among other things, information on the nominating stockholder and information regarding the nominee required by the proxy rules of the SEC. The notice also must be accompanied by the written consent of the proposed nominee consenting to being named as a nominee and to serving as a director if elected.

Each notice relating to a proposed item of business must include, among other things, a description of the proposed item of business and reasons for conducting such business at the annual meeting. In addition, the notice must set forth the name and record address of the stockholder who proposes to bring the item of business and the class and number of shares of stock beneficially owned by the stockholder as of the record date of the meeting (if such date shall then have been made publicly available). Proposals for inclusion in IMC’s proxy material pursuant to Rule 14a-8 of the proxy rules of the SEC are not subject to the requirements described above.		Each notice relating to proposed business must include, among other things, a description of the proposed business and reasons for conducting such business at the annual meeting. In addition, the notice must set forth the name and record address of the stockholder who proposes to bring the business and the class and number of shares of stock beneficially owned by the stockholder. Newco’s amended and restated bylaws also contain advance notice provisions for Newco’s stockholders to nominate directors and propose business to be conducted at a special meeting of Newco’s stockholders which are substantially similar to the notice requirements with respect to annual meetings of Newco’s stockholders which are described above.