Form of expatriate agreement dated February 5, 2016 between Mosaic and an executive officer

Dear Bruce,

On behalf of The Mosaic Company (hereafter referred to as "the Company"), it is my pleasure to confirm the terms of your compensation and international assignment package for the position of Vice President, Potash. This Letter of Understanding outlines the terms and conditions that will govern your international assignment.

For the purpose of the International Assignment, your home country place of origin will be Edina, MN, United States and your host country location will be considered Regina, Saskatchewan.

The anticipated start date of your international assignment is April 1, 2016. Your international assignment will continue for a period of approximately 36 months, after which a review to extend it will occur. Any time spent in Regina, Saskatchewan prior to the assignment start date will be considered a business trip.

Your anticipated repatriation date is May 1, 2019, and is based upon the Company's reasonable expectations at this time. This date is subject to change as determined by the Company's business needs and is conditioned upon your agreement to the terms of this Letter of Understanding. Upon completion of your international assignment, it is expected that you will repatriate to your home country location, in accordance with the terms and conditions that govern your international assignment. However, if, after 36 months on assignment, it is mutually agreed that you will remain in Regina Saskatchewan, for a longer period of time, discussions for your localization will begin.

The Company has engaged Plus Relocation Services, Inc. (hereafter referred to as "PLUS"), a global relocation service provider, to administer your benefits. Your PLUS Relocation Counselor will be available for questions and counselling throughout your international assignment.

Throughout the international assignment period you will be considered an employee of the Company's U.S. entity, and your payroll will be administered by your home and host payroll department.

You will assume the title of Vice President, Potash, and will be reporting to Joe O'Rourke, President & CEO. While residing in Regina, Saskatchewan, your role will be to develop strategic operating plans and activities to enhance and grow the Potash business unit, establish annual operating plans across the sites, develop working relationships with government and industry officials, and ensure safety and environment programs are maintained, while continuing to meet required regulations by country.

As an employee of your home country, your base pay structure will remain the same as when you were working in your home country location. As such, your annual base salary will be $375,000 USD and will be subject to the annual review and adjustment process, which is based on performance goals and objectives as defined by the Company. You will participate in your home country bonus plan and will be subject to required deductions as determined by the home countries governing tax criteria for economic and social tax collection.

Eligibility and participation with respect to incentive schemes will continue to be administered in accordance with the home country criteria for each fiscal year. Your incentive plan will be based on the Corporate Management Incentive Plan. Your incentive target will be 60% of base salary.

■A person who is a dependent on the home country tax return, or

■A person who is a dependent on your health insurance plan through the Company.

Dependent children may accompany you only if there is no conflict with immigration or other laws or regulations in the host country.

During your international assignment, your health coverage will be provided by the Company's preferred provider that covers employees who are working away from home. You are responsible for scheduling a meeting with your benefits administrator prior to your departure date to ensure that no lapse in health coverage occurs. While on expatriate assignment you and your eligible dependents will be covered by an international expatriate plan offered by Cigna that includes medical, dental and vision. Details will be provided to you upon your acceptance of the assignment.To support home health care needs for your daughter, Mosaic will provide an annual allowance of

$65,700 gross, paid monthly. This allowance will end when your family relocates to Regina, Saskatchewan.

It will be your responsibility to ensure that you and any approved accompanying family members undertake necessary physical examinations, inoculations and vaccinations. Prior to commencement of the international assignment, you must also obtain any necessary medical records and documents that are required by both the home and host country laws. The Company will reimburse the expenses incurred in complying with such requirements if not covered by your health plan.

Your vacation plan will continue to be administered by the Company's home country location. It is expected that you will coordinate planned time off in advance with both your home and host country managers.

Your international assignment is dependent upon the successful processing of your relevant entry, travel and work permit requirements, in accordance with the International Assignment Policy. The Company's immigration service provider will manage your home and host country immigration and relevant work permit obligations.

All immigration aspects of the international assignment, including work permits and visa applications, will be coordinated through the immigration services contact listed below.

The Company's approach for facilitating international assignments maintains both a standard of living that is appropriate for the host country location and ensures a personal tax liability roughly equivalent to your peers in your home country location. The primary objective is to ensure that you experience neither negative nor significant positive financial variances.

The table below details certain key elements of your allowances and benefits, and the location where each component will be paid/received. The allowance and benefit adjustments indicated below will become effective upon commencement of the international assignment and receipt of your work permit. It is imperative that you notify PLUS of your departure and arrival dates to ensure you are paid timely.

In accordance with the Company's International Assignment Tax Policy, you will be neither advantaged nor disadvantaged during your international assignment as a result of the differences in the income taxes and social security costs in the home and/or host country locations.

To achieve this balance your current tax withholdings may cease and a hypothetical rate of tax may be calculated and withheld from your wages. This 'hypo tax' may be retained by the Company to off-set the cost of home and host tax payments made on your behalf during your international assignment. The 'hypo tax" may be adjusted either up or down during your international assignment.

Signing the Tax Equalization Policy Agreement acknowledging that you accept the terms and conditions of this Policy, is a pre-requisite to accepting the offer for a long-term international assignment. Under the terms of the Tax Equalization Policy Agreement, you agree to be considered tax equalized to your home state and country, which is effective from the start date of your international assignment through any subsequent years while on the international assignment.

In the event of voluntary or involuntary separation from the Company, a preliminary tax equalization settlement may be prepared, resulting in additional terms of payment to or from the Company at time of separation.

Before your international assignment begins, you should contact the Company's Worldwide Tax Service Representative to schedule a home and host country tax consultation.

At the conclusion of your assignment, the Company will coordinate your repatriation back to the home country location. You should begin to discuss job possibilities at the home country location at least six (6)

months prior to the end date of your assignment in the host country. The following table is a list of the benefits that apply to your repatriation:

Although the Company cannot guarantee any position of employment when your international assignment ends, the intention of the Company is to make reasonable efforts to identify a suitable location and position that will most benefit from the skills, experience, and expertise you have gained during your international assignment. In the event that a reasonably appropriate position is not available to you, and in the event your re-employment is, therefore, involuntarily terminated by the Company within 30 days of the conclusion of your assignment for reasons other than for "Cause" (as defined below), and subject to your execution of a separation agreement and release of claims reasonably acceptable to the Company, the Company will provide you with such severance benefits as may be available under the Company's applicable policy at the time your international assignment ends.

For purposes of this Agreement, "Cause" means: (a) malfeasance which has an adverse impact upon the Company; (b) refusal to perform duties ordinarily performed by an employee in the same or similar position; (c) conviction of a crime which has an adverse impact on the Company or your ability to successfully perform job duties; (d) failure to comply with the written or known policies of the Company or directions of your superiors; (e) failure to fulfill your employment responsibilities in a competent and professional manner; or (f) a material breach of this Agreement or the Proprietary and Confidential Information Agreement previously signed by you at your time of hire.

If you are in agreement with the terms and conditions, as defined in this Letter of Understanding and the attached policies, please sign and date the copy of this letter, as well as the attached International Tax Equalization Policy Agreement. Please forward the signed copies to Renee Robideau. A copy should be retained for your personal information.

We are sincerely looking forward to you accepting this international assignment with the Company.

a.)    All assignment benefits (including allowances) will end on the date of termination or the last day the employee is in the Host Country;

b.)    The transfer allowance must be repaid according to the following schedule: payment in full if termination occurs within one year; 50% repayment if termination occurs between one and two years. No repayment would be required for termination after two years from the assignment start date;

c.)    The Mosaic Company will not pay for any repatriation expenses, including travel or moving expenses back to the home country.