STOCK RIGHTS AGREEMENT

STOCK RIGHTS AGREEMENT. Means that certain Stock Rights Agreement, dated as of November 28, 2001, by and among the Company, Apollo Management L.P., a Delaware limited partnership, each of the parties listed on Schedule A thereto, IMC Global, Inc., a Delaware corporation and such other stockholders of the Company as may, from time to time, become parties to the Stock Rights Agreement in accordance with the terms thereof.