Amendment No. 1 To Registration Rights Agreement

Exhibit 10.i.c

AMENDMENT NO. 1

TO

REGISTRATION RIGHTS AGREEMENT

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

RECITALS

WHEREAS , the Agreement was entered into in connection with the execution of that certain Asset Purchase Agreement dated October 13, 2005 (the " Purchase Agreement" ), by and among the Company, Mosaic Fertilizer, LLC, a Delaware limited liability company and a subsidiary of the Company, USAC and Sinochem Corporation, a corporation organized under the laws of the People' s Republic of China;

WHEREAS , the parties desire to amend the Agreement with respect to an agreed provision thereof and to confirm the parties' understandings with respect to the matter set forth in this Amendment; and

WHEREAS , this Amendment is being made by the parties in furtherance of their mutual desire to consummate the transactions contemplated by the Agreement.

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. The first sentence of Section ...