Exhibit 10.1


CHANGE IN CONTROL SEVERANCE AGREEMENT


THIS AGREEMENT, effective as of April 24, 2007, is made by and
between CF Industries Holdings, Inc., a Delaware corporation (the “Company”),
and W. Anthony Will (the “Executive”).


WHEREAS, the Company considers it essential to the best interests of
its stockholders to foster the continued employment of key management person­nel;
and


WHEREAS, the Board recognizes that the possibility of a Change in
Control exists and that such possibility, and the uncertainty and questions
which it may raise among manage­ment, may result in the departure or
distraction of management personnel to the detriment of the Company and its
stockholders; and


WHEREAS, the Board has determined that appropriate steps should be
taken to reinforce and encourage the continued attention and dedication of
members of the Company’s management, including the Executive, to their assigned
duties without distraction in the face of potentially disturbing circumstances
arising from the possibility of a Change in Control;


NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Company and the Executive hereby agree as
follows:


1.             Defined Terms.  The definitions of capitalized terms used in
this Agreement are provided in the last Section hereof.


2.             Term of Agreement.  This Agreement shall become effective upon
execution, and the Term shall continue in effect through December 31, 2008; provided,
however, that commencing on January 1, 2008 and each January 1 thereafter,
the Term shall automatically be extended for one additional year unless, not
later than September 30 of the preceding year, the Company or the Executive
shall have given notice not to extend the Term; and further  provided,
however, that if a Change in Control shall have occurred during the
Term, the Term shall expire no earlier than twenty-four (24) months
beyond the month in which such Change in Control occurred.


3.             Company’s Covenants Summarized.  In order to induce the Executive to remain in
the employ of the Company and in consideration of the Executive’s covenants set
forth in Section 4 hereof, the Company agrees, under the conditions described
herein, to pay the Executive the Severance Payments and the other payments and
benefits described herein.  Except as
provided in Section 9.1 hereof, no Severance Payments shall be payable under
this Agreement unless there shall have been (or, under the terms of the second
sentence of Section 6.1 hereof, there shall be deemed to have been) a
termination of the Executive’s employment with the Company following a Change
in Control and during the Term.  This
Agreement shall not be construed as 













creating an express or
implied contract of employment and, except as otherwise agreed in writing
between the Executive and the Company, the Executive shall not have any right
to be retained in the employ of the Company.


4.             The Executive’s Covenants.  The Executive agrees that, subject to the
terms and conditions of this Agreement, in the event of a Potential Change in
Control during the Term, the Executive will remain in the employ of the Company
until the earliest of (i) a date which is six (6) months from the date of such
Potential Change in Control, (ii) the date of a Change in Control, (iii) the
date of termination by the Executive of the Executive’s employment for Good
Reason or by reason of death, Disability or Retirement, or (iv) the termination
by the Company of the Executive’s employment for any reason.


5.             Compensation Other Than
Severance Payments.


5.1           Following
a Change in Control and during the Term, during any period that the Executive
fails to perform the Executive’s full-time duties with the Company as a
result of incapacity due to physical or mental illness, the Company shall pay
the Executive’s full salary to the Executive at the rate in effect at the
commencement of any such period, together with all compensation and benefits
payable to the Executive under the terms of any compensation or benefit plan,
program or arrangement maintained by the Company during such period (other than
any disability plan), until the Executive’s employment is terminated by the
Company for Disability.


5.2           If
the Executive’s employment shall be terminated for any reason following a
Change in Control and during the Term, the Company shall pay the Executive’s
full salary to the Executive through the Date of Termination at the rate in
effect immediately prior to the Date of Termination or, if higher, the rate in
effect immediately prior to the first occurrence of an event or circumstance constituting
Good Reason, together with all compensation and benefits payable to the
Executive through the Date of Termination under the terms of the Company’s
compensation and benefit plans, programs or arrangements as in effect
immediately prior to the Date of Termination or, if more favorable to the
Executive, as in effect immediately prior to the first occurrence of an event
or circumstance constituting Good Reason.


5.3           If
the Executive’s employment shall be terminated for any reason following a
Change in Control and during the Term, the Company shall pay to the Executive
the Executive’s normal post-termination compensation and benefits as such
payments become due.  Such post-termination
compensation and benefits shall be determined under, and paid in accordance
with, the Company’s retirement, insurance and other compensation or benefit
plans, programs and arrangements as in effect immediately prior to the Date of
Termination or, if more favorable to the Executive, as in effect immediately
prior to the occurrence of the first event or circumstance constituting Good
Reason.



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6.             Severance
Payments.


6.1          
If the Executive’s employ­ment is terminated following a Change in Control and
during the Term, other than (A) by the Company for Cause, (B) by reason of
death or Disability, or (C) by the Executive without Good Reason, then the
Company shall pay the Executive the amounts, and provide the Executive the
benefits, described in this Section 6.1 (“Severance Payments”) and Section 6.2,
in addition to any payments and benefits to which the Executive is entitled
under Section 5 hereof.  For purposes of
this Agreement, the Executive’s employment shall be deemed to have been
terminated following a Change in Control by the Company without Cause or by the
Executive with Good Reason, if (i) the Executive’s employment is terminated by
the Company without Cause prior to a Change in Control (whether or not a Change
in Control ever occurs) and such termination was at the request or direction of
a Person who has entered into an agreement with the Company the consummation of
which would constitute a Change in Control, (ii) the Executive terminates his
employment for Good Reason prior to a Change in Control (whether or not a
Change in Control ever occurs) and the circumstance or event which constitutes
Good Reason occurs at the request or direction of such Person, or (iii) the
Executive’s employment is terminated by the Company without Cause or by the
Executive for Good Reason and such termination or the circumstance or event
which constitutes Good Reason is otherwise in connection with or in
anticipation of a Change in Control (whether or not a Change in Control ever
occurs).  For purposes of any
determination regarding the applicability of the immediately preceding
sentence, any position taken by the Executive shall be presumed to be correct
unless the Company establishes to the Board by clear and convincing evidence
that such position is not correct.


(A)          In lieu of any further salary payments
to the Executive for periods subsequent to the Date of Termination and in lieu
of any severance benefit otherwise payable to the Executive, the Company shall
pay to the Executive a lump sum severance payment, in cash, equal to two times
the sum of (i) the Executive’s base salary as in effect immediately prior to
the Date of Termination or, if higher, in effect immediately prior to the first
occurrence of an event or circumstance constituting Good Reason, and (ii) the
Executive’s target annual bonus pursuant to any annual bonus or incentive plan
maintained by the Company in respect of the fiscal year in which the Date of
Termination occurs or, if higher, the fiscal year in which the first event or
circumstance constituting Good Reason occurs.


(B)           For the  twenty-four (24) month period immediately following the Date
of Termination, the Company shall arrange to provide the Executive and his
dependents life, disability, accident and health insurance benefits
substantially similar to those provided to the Executive and his dependents
immediately prior to the Date of Termination or, if more favorable to the
Executive, those provided to the Executive and his dependents immediately prior
to the first occurrence of an event or circumstance constituting Good Reason,
at no greater after tax cost to the 



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Executive
than the after tax cost to the Executive immediately prior to such date or
occurrence; provided, however, that, unless the Executive
consents to a different method, such health insurance benefits shall be
provided through a third-party insurer. 
Benefits otherwise receivable by the Executive pursuant to this Section
6.1(B) shall be reduced to the extent benefits of the same type are received by
or made available to the Executive during the twenty-four (24) month
period following the Executive’s termination of employment (and any such
benefits received by or made available to the Executive shall be reported to
the Company by the Executive); provided, however, that the
Company shall reimburse the Executive for the excess, if any, of the after tax
cost of such benefits to the Executive over such cost immediately prior to the
Date of Termination or, if more favorable to the Executive, the first
occurrence of an event or circum­stance constituting Good Reason.


(C)           In addition to the benefits to which
the Executive is entitled under each DC Pension Plan, the Company shall pay the
Executive a lump sum amount, in cash, equal to the sum of (1) the amount that
would have been contributed or allocated to each DC Pension Plan by the Company
on the Executive’s behalf (without regard to whether such amount would be
vested) during the two years immediately following the Date of Termination,
deter­mined (x) as if the Executive made the maximum permissible contributions
thereto during such period, (y) as if the Executive earned compensation during
such period at a rate equal to the Executive’s compensation (as defined in the
DC Pension Plans) during the twelve (12) months immediately preced­ing the Date
of Termination or, if higher, during the twelve months immedi­ately prior to
the first occurrence of an event or circumstance constituting Good Reason, and
(z) without regard to any amendment to the DC Pension Plans made subsequent to
a Change in Control and on or prior to the Date of Termination, which amendment
adversely affects in any manner the compu­tation of benefits thereunder and (2)
all other amounts credited to the Executive’s account under each DC Pension
Plan to the extent such amounts were unvested on the Date of Termination.


(D)          If the Executive would have become entitled
to benefits under the Company’s post-retirement health care or life insurance
plans, as in effect immediately prior to the Date of Termination or, if more
favorable to the Executive, as in effect immediately prior to the first occur­rence
of an event or circumstance constituting Good Reason, had the Execu­tive’s
employment terminated at any time during the period of twenty-four (24) months
after the Date of Termination, the Company shall provide such post-retirement
health care or life insurance benefits to the Executive and the Executive’s
dependents commencing on the later of (i) the date on which such coverage would
have first become available and (ii) the date on which benefits described in
subsection (B) of this Section 6.1 terminate.


(E)           The Company shall provide the
Executive with outplacement services suitable to the Executive’s position for a
period of two  



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years
or, if earlier, until the first acceptance by the Executive of an offer of
employment.


(F)           Notwithstanding any provision of any
annual or long-term incentive plan to the contrary, the Company shall pay to
the Executive a lump sum amount, in cash, equal to the sum of (i) any unpaid
incentive compensation which has been allocated or awarded to the Executive for
a completed fiscal year or other measuring period preceding the Date of
Termination under any such plan and which, as of the Date of Termination, is
contingent only upon the continued employment of the Executive to a subsequent
date, and (ii) a pro rata portion to the Date of Termination of the aggregate
value of all contingent incentive compensation awards to the Executive for all
then uncompleted periods under any such plan, calculated as to each such award
by multiplying the award that the Executive would have earned on the last day
of the performance award period, assuming the achievement, at the target level
(or, if greater, based on actual results to Date of Termination), of the
individual and corporate performance goals established with respect to such
award, by the fraction obtained by dividing the number of full months and any
fractional portion of a month during such performance award period through the
Date of Termination by the total number of months contained in such performance
award period.


6.2           (A)          Whether or not the Executive becomes
entitled to the Severance Payments, if any of the payments or benefits received
or to be received by the Executive (including any payment or benefits received
in connection with a Change in Control or the Executive’s termination of employment,
whether pursuant to the terms of this Agreement or any other plan, arrangement
or agreement) (all such payments and benefits, excluding the Gross-Up Payment,
being hereinafter referred to as the “Total Payments”) will be subject to the
Excise Tax, the Company shall pay to the Executive an additional amount (the “Gross-Up
Payment”) such that the net amount retained by the Executive, after deduction
of any Excise Tax on the Total Payments and any federal, state and local income
and employment taxes and Excise Tax upon the Gross-Up Payment, and after taking
into account the phase out of itemized deductions and personal exemptions
attributable to the Gross-Up Payment, shall be equal to the Total Payments.


(B)           For
purposes of determining whether any of the Total Payments will be subject to
the Excise Tax and the amount of such Excise Tax, (i) all of the Total Payments
shall be treated as “parachute payments” (within the meaning of section
280G(b)(2) of the Code) unless, in the opinion of tax counsel (“Tax Counsel”)
reasonably acceptable to the Executive and selected by the accounting firm
which was, immediately prior to the Change in Control, the Company’s inde­pendent
auditor (the “Auditor”), such payments or benefits (in whole or in part) do not
constitute parachute payments, including by reason of section 280G(b)(4)(A) of
the Code, (ii) all “excess parachute payments” within the meaning of section
280G(b)(l) of the Code shall be treated as subject to the Excise Tax unless, in
the opinion of Tax Counsel, such excess parachute payments (in whole or in
part) represent reasonable compensation for services actually rendered (within
the mean­ing of section 280G(b)(4)(B) of the Code) in excess of 



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the Base
Amount allocable to such reasonable compensation, or are otherwise not subject
to the Excise Tax, and (iii) the value of any noncash benefits or any deferred
payment or benefit shall be determined by the Auditor in accordance with the
principles of sections 280G(d)(3) and (4) of the Code.  For purposes of determining the amount of the
Gross-Up Payment, the Executive shall be deemed to pay federal income tax
at the highest marginal rate of federal income taxation in the calendar year in
which the Gross-Up Payment is to be made and state and local income taxes
at the highest marginal rate of taxation in the state and locality of the
Executive’s residence on the Date of Termination (or if there is no Date of
Termination, then the date on which the Gross-Up Payment is calculated for
purposes of this Section 6.2), net of the maximum reduction in federal income
taxes which could be obtained from deduction of such state and local taxes.


(C)           In the
event that the Excise Tax is finally determined to be less than the amount
taken into account hereunder in calculating the Gross-Up Payment, the Executive
shall repay to the Company, within five (5) business days following the time
that the amount of such reduction in the Excise Tax is finally determined, the
portion of the Gross-Up Payment attributable to such reduction (plus that
portion of the Gross-Up Payment attributable to the Excise Tax and
federal, state and local income and employment taxes imposed on the Gross-Up
Payment being repaid by the Executive), to the extent that such repayment
results in a reduction in the Excise Tax and a dollar-for-dollar reduction in
the Executive’s taxable income and wages for purposes of federal, state and
local income and employment taxes, plus interest on the amount of such
repayment at 120% of the rate provided in section 1274(b)(2)(B) of the
Code.  In the event that the Excise Tax
is determined to exceed the amount taken into account hereunder in calculating
the Gross-Up Payment (including by reason of any payment the existence or
amount of which cannot be determined at the time of the Gross-Up
Payment), the Company shall make an additional Gross-Up Payment in
respect of such excess (plus any interest, penalties or additions payable by
the Executive with respect to such excess) within five (5) business days
following the time that the amount of such excess is finally deter­mined.  The Executive and the Company shall each
reasonably cooperate with the other in connection with any administrative or
judicial proceedings concerning the existence or amount of liability for Excise
Tax with respect to the Total Payments.


6.3           The
payments provided in subsections (A),(C) and (F) of Section 6.1 hereof and in
Section 6.2 hereof shall be made not later than the fifth day following the
Date of Termination (or if there is no Date of Termination, then the date on
which the Gross-Up Payment is calculated for purposes of Section 6.2 hereof); provided,
however, that if the amounts of such payments cannot be finally
determined on or before such day, the Company shall pay to the Executive on
such day an estimate, as determined in good faith by the Executive or, in the
case of payments under Section 6.2 hereof, in accordance with Section 6.2
hereof, of the minimum amount of such payments to which the Executive is
clearly entitled and shall pay the remainder of such payments (together with
interest on the unpaid remainder (or on all such payments to the extent the
Company fails to make such payments when due) at 120% of the rate provided in
section 1274(b)(2)(B) 



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of the Code) as soon as the amount thereof can be determined
but in no event later than the thirtieth (30th) day after the Date of
Termination.  In the event that the
amount of the estimated payments exceeds the amount subsequently deter­mined to
have been due, such excess shall constitute a loan by the Company to the
Executive, payable on the fifth (5th) business day after demand by the Company
(together with interest at 120% of the rate provided in section 1274(b)(2)(B)
of the Code).  At the time that payments
are made under this Agreement, the Company shall provide the Executive with a
written statement setting forth the manner in which such payments were
calculated and the basis for such calculations including, without limitation,
any opinions or other advice the Company has received from Tax Counsel, the Auditor
or other advisors or consultants (and any such opinions or advice which are in
writing shall be attached to the statement).


6.4           The
Company also shall pay to the Executive all legal fees and expenses incurred by
the Executive in disputing in good faith any issue hereunder relating to the
termination of the Executive’s employment, in seeking in good faith to obtain
or enforce any benefit or right provided by this Agreement or in connection
with any tax audit or proceeding to the extent attributable to the application
of section 4999 of the Code to any payment or benefit provided hereunder.  Such payments shall be made within five (5)
business days after delivery of the Execu­tive’s written requests for payment
accompanied with such evidence of fees and expenses incurred as the Company
reasonably may require.


6.5          
The Executive agrees that prior to and following the Date of Termination, he
shall retain in confidence any confidential information known to him concerning
the Company and its Affiliates and their respective businesses for as long as
such information is not publicly disclosed.


6.6           Notwithstanding
anything to the contrary, all compensation and benefits payable to Executive
pursuant to this Section 6 (other than Sections 6.2 and 6.4) are conditioned
on receipt by the Company of an executed release of claims by Executive in the
form attached hereto as Exhibit A and the expiration of any revocation
period in such release.


7.             Termination Procedures and
Compensation During Dispute.


7.1           Notice
of Termination.  After a Change in
Control and during the Term, any purported termination of the Executive’s
employment (other than by reason of death) shall be communicated by written
Notice of Termination from one party hereto to the other party hereto in accordance
with Section 10 hereof.  For purposes of
this Agreement, a “Notice of Termination” shall mean a notice which shall
indicate the specific termination provision in this Agreement relied upon and
shall set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of the Executive’s employment under the
provision so indicated.  Further, a
Notice of Termination for Cause is required to include a copy of a resolution
duly adopted by the affirmative vote of not less than three-quarters
(3/4) of the entire membership of the Board at a meeting of the Board which was
called and held for the purpose of considering 



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such termination (after reasonable notice to the Executive
and an opportunity for the Executive, together with the Executive’s counsel, to
be heard before the Board) finding that, in the good faith opinion of the
Board, the Executive was guilty of conduct set forth in clause (i) or (ii) of
the definition of Cause herein, and specifying the particulars thereof in detail.


7.2           Date
of Termination.  “Date of
Termination,” with respect to any purported termination of the Executive’s
employment after a Change in Control and during the Term, shall mean (i) if the
Executive’s employment is terminated for Disability, thirty (30) days after
Notice of Termination is given (provided that the Executive shall not have
returned to the full-time performance of the Executive’s duties during
such thirty (30) day period), and (ii) if the Executive’s employment is
terminated for any other reason, the date specified in the Notice of
Termination (which, in the case of a termination by the Company, shall not be
less than thirty (30) days (except in the case of a termination for Cause) and,
in the case of a termination by the Executive, shall not be less than fifteen
(15) days nor more than sixty (60) days, respectively, from the date such
Notice of Termination is given).


7.3           Dispute
Concerning Termination.  If within
fifteen (15) days after any Notice of Termination is given, or, if later, prior
to the Date of Termination (as determined without regard to this Section 7.3),
the party receiving such Notice of Termination notifies the other party that a
dispute exists concerning the termination, the Date of Termination shall be
extended until the earlier of (i) the date on which the Term ends or (ii) the
date on which the dispute is finally resolved, either by mutual written
agreement of the parties or by a final judgment, order or decree of an
arbitrator or a court of competent jurisdiction (which is not appealable or
with respect to which the time for appeal therefrom has expired and no appeal
has been perfected); provided, however, that the Date of
Termination shall be extended by a notice of dispute given by the Executive
only if such notice is given in good faith and the Executive pursues the
resolution of such dispute with reasonable diligence.


7.4           Compensation
During Dispute.  If a purported
termination occurs following a Change in Control and during the Term and the
Date of Termination is extended in accordance with Section 7.3 hereof, the
Company shall continue to pay the Executive the full compensation in effect
when the notice giving rise to the dispute was given (including, but not
limited to, salary) and continue the Executive as a participant in all
compensation, benefit and insurance plans in which the Executive was
participating when the notice giving rise to the dispute was given, until the
Date of Termination, as determined in accordance with Section 7.3 hereof.  Amounts paid under this Section 7.4 are in
addition to all other amounts due under this Agreement (other than those due
under Section 5.2 hereof) and shall not be offset against or reduce any other
amounts due under this Agreement.


8.             No Mitigation.  The Company agrees that, if the Executive’s
employment with the Company terminates during the Term, the Executive is not
required to seek other employment or to attempt in any way to reduce any
amounts payable to the 



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Executive by the Company
pursuant to Section 6 hereof or Section 7.4 hereof.  Further, except as specifically provided in
Section 6.1(B) hereof, no payment or benefit provided for in this Agreement
shall be reduced by any compensation earned by the Executive as the result of
employment by another employer, by retirement benefits, by offset against any
amount claimed to be owed by the Executive to the Company, or otherwise.


9.             Successors; Binding Agreement.


9.1           In
addition to any obligations imposed by law upon any successor to the Company,
the Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of the Company to expressly assume and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken
place.  Failure of the Company to obtain
such assumption and agreement prior to the effectiveness of any such succession
shall be a breach of this Agreement and shall entitle the Executive to
compensation from the Company in the same amount and on the same terms as the
Executive would be entitled to hereunder if the Executive were to terminate the
Executive’s employment for Good Reason after a Change in Control, except that,
for purposes of implementing the foregoing, the date on which any such
succession becomes effective shall be deemed the Date of Termination.


9.2           This
Agreement shall inure to the benefit of and be enforceable by the Executive’s
personal or legal representatives, executors, administrators, successors,
heirs, distributees, devisees and legatees. 
If the Executive shall die while any amount would still be payable to
the Executive hereunder (other than amounts which, by their terms, terminate
upon the death of the Executive) if the Executive had continued to live, all
such amounts, unless otherwise provided herein, shall be paid in accordance
with the terms of this Agreement to the executors, personal representatives or
administrators of the Executive’s estate.


10.           Notices.  For the purpose of this Agreement, notices
and all other communications provided for in the Agreement shall be in writing
and shall be deemed to have been duly given when delivered or mailed by United
States regis­tered mail, return receipt requested, postage prepaid, addressed,
if to the Executive, to the address inserted below the Executive’s signature on
the final page hereof and, if to the Company, to the address set forth below,
or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notice of change of address shall
be effective only upon actual receipt:


 



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To the Company:


CF Industries Holdings, Inc.


4 Parkway North, Suite 400


Deerfield, Illinois
60015-2590


Attention:  Vice President, Human Resources


11.           Miscellaneous.  No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing and signed by the Executive and such officer as may be
specifically designated by the Board.  No
waiver by either party hereto at any time of any breach by the other party
hereto of, or of any lack of compliance with, any condition or provision of
this Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time.  This Agreement
supersedes any other agreements or representations, oral or otherwise, express
or implied, with respect to the subject matter hereof which have been made by
either party; provided, however, that this Agreement shall
supersede any agreement setting forth the terms and conditions of the Executive’s
employment with the Company only in the event that the Executive’s employment
with the Company is terminated on or following a Change in Control, by the
Company other than for Cause or by the Executive for Good Reason.   The validity, interpretation, construction
and performance of this Agreement shall be governed by the laws of the State of
Illinois.  All references to sections of
the Exchange Act or the Code shall be deemed also to refer to any successor
provisions to such sections.  Any
payments provided for hereunder shall be paid net of any applicable withholding
required under federal, state or local law and any additional withholding to
which the Executive has agreed.  The
obligations of the Company and the Executive under this Agreement which by
their nature may require either partial or total performance after the
expiration of the Term (including, without limitation, those under Sections 6
and 7 hereof) shall survive such expiration.


12.           Validity.  The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect.


13.           Counterparts.  This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.


14.           Settlement of Disputes;
Arbitration.  14.1 All claims by the
Executive for benefits under this Agreement shall be directed to and determined
by the Board and shall be in writing. 
Any denial by the Board of a claim for benefits under this Agreement
shall be delivered to the Executive in writing and shall set forth the specific
reasons for the denial and the specific provisions of this Agreement relied
upon.  The 



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Board shall afford a
reasonable opportunity to the Executive for a review of the decision denying a
claim and shall further allow the Executive to appeal to the Board a decision
of the Board within sixty (60) days after notification by the Board that the
Executive’s claim has been denied. 
Notwithstanding the above,  in the
event of any dispute, any decision by the Board hereunder shall be subject to a
de novo review by the arbitrator.


14.2         Any further dispute or controversy
arising under or in connec­tion with this Agreement shall be settled
exclusively by arbitration in Chicago, Illinois in accordance with the rules of
the American Arbitration Association then in effect; provided, however,
that the evidentiary standards set forth in this Agreement shall apply.  Judgment may be entered on the arbitrator’s
award in any court having jurisdiction. 
Notwithstanding any provision of this Agreement to the contrary, the
Executive shall be entitled to seek specific performance of the Executive’s right
to be paid until the Date of Termination during the pendency of any dispute or
controversy arising under or in connection with this Agreement.


15.           Definitions.  For purposes of this Agreement, the following
terms shall have the meanings indicated below:


(A)          “Affiliate”
shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of
the Exchange Act.


(B)           “Auditor”
shall have the meaning set forth in Section 6.2 hereof.


(C)           “Base
Amount” shall have the meaning set forth in section 280G(b)(3) of the Code.


(D)          “Beneficial
Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange
Act.


(E)           “Board”
shall mean the Board of Directors of the Company.


(F)           “Cause”
for termination by the Company of the Executive’s employment shall mean (i) the
willful and continued failure by the Executive to substantially perform the
Executive’s duties with the Company (other than any such failure resulting from
the Executive’s incapacity due to physical or mental illness or any such actual
or anticipated failure after the issuance of a Notice of Termination for Good
Reason by the Executive pursuant to Section 7.1 hereof) that has not been cured
within 30 days after a written demand for substantial performance is delivered
to the Executive by the Board, which demand specifically identifies the manner
in which the Board believes that the Executive has not substantially performed
the Executive’s duties, or (ii) the willful engaging by the Executive in
conduct which is demonstrably and materially injurious to the Company or its
subsidiaries, monetarily or otherwise. 
For purposes of clauses (i) and (ii) of this definition, (x) no act, or
failure to act, on the Executive’s part shall be deemed “willful” unless done,
or omitted to be done, by the Executive not in good faith and without
reasonable belief that the Executive’s act, or failure to act, was in 



 11
 









or not opposed to the best interest of the Company and (y) in
the event of a dispute concerning the application of this provision, no claim
by the Company that Cause exists shall be given effect unless the Company
establishes to the Board by clear and convincing evidence that Cause exists.


(G)           “Change
in Control” shall mean the first to occur of:


(I)            any Person is or becomes the
Beneficial Owner, directly or indirectly, of securities of CF Industries
Holdings, Inc. (not including in the securities beneficially owned by such
Person any securities acquired directly from CF Industries Holdings, Inc. or
any of its subsidiaries) representing 25% or more of the combined voting power
of  CF Industries Holdings, Inc.’s then
out­standing securities; or


(II)           the following individuals cease for
any reason to constitute a majority of the number of directors then serving on
the Board: individuals who, on the date of the initial public offering,
constitute the Board and any new director (other than a director whose initial
assumption of office is in connection with an actual or threatened election
contest, including but not limited to a consent solicitation, relating to the election
of directors of CF Industries Holdings, Inc.) whose appointment or election by
the Board or nomination for election by CF Industries Holdings, Inc.’s
stockholders was approved or recommended by a vote of at least two-thirds (2/3)
of the directors then still in office who either were directors on the date
hereof or whose appointment, election or nomination for election was previ­ously
so approved or recommended; or


(III)         there is consummated a merger or
consolidation of CF Industries Holdings, Inc. or any direct or indirect
subsidiary of CF Industries Holdings, Inc. with any other corporation, other
than a merger or consolidation immediately following which the individuals who
comprise the Board immediately prior thereto constitute at least a majority of
the Board of the entity surviving such merger or consolidation or, if CF
Industries Holdings, Inc. or the entity surviving such merger is then a
subsidiary, the ultimate parent thereof; or


(IV)         the stockholders of CF Industries
Holdings, Inc. approve a plan of complete liquidation or dissolution of CF
Industries Holdings, Inc. or there is consummated an agreement for the sale or
disposition by CF Industries Holdings, Inc. of all or substantially all of CF
Industries Holdings, Inc.’s assets, other than (a) a sale or disposition by CF
Industries Holdings, Inc. of all or substantially all of CF Industries
Holdings, Inc.’s assets to an entity, at least 60% of the combined voting power
of the voting securities of which are owned by stockholders of CF Industries
Holdings, Inc. following the completion of such transaction in substantially
the same proportions as their ownership of CF Industries 



 12
 









Holdings, Inc. immediately prior to
such sale or (b) other than a sale or disposition by CF Industries Holdings,
Inc. of all or substantially all of CF Industries Holdings, Inc.’s assets
immediately following which the individuals who comprise the Board immediately
prior thereto constitute at least a majority of the board of directors of the
entity to which such assets are sold or disposed or, if such entity is a
subsidiary, the ultimate parent thereof.


Notwithstanding the foregoing, a “Change in Control” shall not be
deemed to have occurred (1) by virtue of the consummation of any transaction or
series of integrated transactions immediately following which the record
holders of the common stock of CF Industries Holdings, Inc. immediately prior
to such transaction or series of transactions continue to have  substantially the same proportionate
ownership in an entity which owns all or substantially all of the assets of CF
Industries Holdings, Inc. immediately following such transaction or series of
transactions or (2) as a result of the initial public offering of the Company’s
common stock or any transactions or any events contemplated by such offering.


(H)          “Code”
shall mean the Internal Revenue Code of 1986, as amended from time to time.


(I)            “Company”
shall mean CF Industries Holdings, Inc., as applicable, and except in
determining under Section 15(G) hereof whether or not any Change in Control of
the Company has occurred, shall include any successor to its business and/or
assets which assumes and agrees to perform this Agreement by operation of law,
or otherwise.


(J)            “DC
Pension Plan” shall mean any tax-qualified, supplemental or excess defined
contribution plan maintained by the Company and any other defined contribution
plan or agreement entered into between the Executive and the Company which is
designed to provide the executive with supplemental retirement benefits.


(K)          “Date
of Termination” shall have the meaning set forth in Section 7.2 hereof.


(L)           “Disability”  shall be deemed the reason for the
termination by the Company of the Executive’s employment, if, as a result of
the Executive’s incapacity due to physical or mental illness, the Executive
shall have been absent from the full-time performance of the Executive’s
duties with the Company for a period of six (6) consecutive months, the Company
shall have given the Executive a Notice of Termination for Disability, and, within
thirty (30) days after such Notice of Termination is given, the Executive shall
not have returned to the full-time performance of the Executive’s duties.



 13
 









(M)         “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended from time to
time.


(N)          “Excise Tax” shall mean any excise tax
imposed under section 4999 of the Code.


(O)          “Executive”
shall mean the individual named in the first para­graph of this Agreement.


(P)           “Good
Reason” for termination by the Executive of the Executive’s employment shall
mean the occurrence (without the Executive’s express written consent which
specifically references this Agreement) after any Change in Control, or prior
to a Change in Control under the circumstances described in clauses (ii) and
(iii) of the second sentence of Section 6.1 hereof (treating all references in
paragraphs (I) through (VII) below to a “Change in Control” as references to a “Potential
Change in Control”), of any one of the following acts by the Company, or
failures by the Company to act, unless, in the case of any act or failure to
act described in paragraph (I), (V), (VI) or (VII) below, such act or failure
to act is corrected prior to the Date of Termination specified in the Notice of
Termination given in respect thereof:


(I)            the assignment to the Executive of
any duties inconsistent with the Executive’s status as an executive officer of
the Company or a substantial adverse alteration in the nature or status of the
Executive’s responsibilities from those in effect immediately prior to the Change
in Control including, without limitation, if the Executive was, immediately
prior to the Change in Control, an executive officer of a public company, the
Executive ceasing to be an executive officer of a public company;


(II)           a reduction by the Company in the
Executive’s annual base salary as in effect on the date hereof or as the same
may be increased from time to time except for across-the-board
salary reductions similarly affecting all executives of the Company and all
executives of any Person in control of the Company;


(III)         the relocation of the Executive’s
principal place of employment to a location more than 35 miles from the
Executive’s principal place of employment immediately prior to the Change in
Control or the Company’s requiring the Executive to be based anywhere other
than such principal place of employment (or permitted relocation thereof)
except for required travel on the Company’s business to an extent substantially
consistent with the Executive’s present business travel obligations;


(IV)         the failure by the Company to pay to
the Executive any portion of the Executive’s current compensation or to pay to
the 



 14
 









Executive any portion of an
installment of deferred compensation under any deferred compensation program of
the Company, within seven (7) days after the date demand for payment is made
provided such compensation is due;


(V)           the failure by the Company to
continue in effect any compensation plan in which the Executive participates
immediately prior to the Change in Control which is material to the Executive’s
total compensation unless an equitable arrangement (embodied in an ongoing
substitute or alternative plan) has been made with respect to such plan, or the
failure by the Company to continue the Executive’s participation therein (or in
such substitute or alternative plan) on a basis not materially less favorable,
both in terms of the amount or timing of payment of benefits provided and the
level of the Executive’s participation relative to other participants, as
existed immediately prior to the Change in Control;


(VI)         the failure by the Company to continue
to pro­vide the Executive with benefits substantially similar to those enjoyed
by the Executive under any of the Company’s pension, savings, life insurance,
medical, health and accident, or disability plans in which the Executive was
participating immediately prior to the Change in Control (except for across the
board changes similarly affecting all executives of the Company and all
executives of any Person in control of the Company), the taking of any other
action by the Company which would directly or indirectly materially reduce any
of such benefits or deprive the Executive of any material fringe benefit
enjoyed by the Executive at the time of the Change in Control, or the failure by
the Company to provide the Executive with the number of paid vacation days to
which the Executive is entitled with the Company in accordance with the
vacation policy applicable to the Executive in effect at the time of the Change
in Control; or


(VII)        any purported termination of the
Executive’s employment which is not effected pursuant to a Notice of
Termination satisfying the requirements of Section 7.1 hereof; for purposes of
this Agreement, no such purported termination shall be effective.  The Executive’s right to terminate the
Executive’s employment for Good Reason shall not be affected by the Executive’s
incapacity due to physical or mental illness.


The Executive’s continued employment shall not constitute consent to,
or a waiver of rights with respect to, any act or failure to act constituting
Good Reason hereunder.


For purposes of any determination regarding the existence of Good
Reason, any claim by the Executive that Good Reason exists shall be presumed to
be correct unless the Company establishes to the Board by clear and convincing
evidence that Good Reason does not exist.



 15
 









(Q)          “Gross-Up Payment” shall have
the meaning set forth in Section 6.2 hereof.


(R)           “Notice
of Termination” shall have the meaning set forth in Section 7.1 hereof.


(S)           “Person”
shall have the meaning given in Section 3(a)(9) of the Exchange Act, as
modified and used in Sections 13(d) and 14(d) thereof, except that such term
shall not include (i) CF Industries Holdings, Inc. or any of its subsidiaries,
(ii) a trustee or other fiduciary holding securities under an employee benefit
plan of CF Industries, Inc. or any of its Affiliates, (iii) an underwriter
temporarily holding securities pursuant to an offering of such securities, or
(iv) a corporation owned, directly or indirectly, by the stockholders of the
Company in substantially the same proportions as their owner­ship of stock of
the Company.


(T)           “Potential
Change in Control” shall be deemed to have occurred if the event set forth in
any one of the following paragraphs shall have occurred:


(I)            the Company enters into an
agreement, the con­summation of which would result in the occurrence of a
Change in Control;


(II)           the Company or any Person publicly
announces an intention to take or to consider taking actions which, if
consummated, would constitute a Change in Control;


(III)         any Person becomes the Beneficial
Owner, directly or indirectly, of securities of the Company representing 15% or
more of either the then outstanding shares of common stock of the Company or
the combined voting power of the Company’s then outstanding securities (not
including in the securities beneficially owned by such Person any securities
acquired directly from the Company or its affiliates); or


(IV)         the Board adopts a resolution to the
effect that, for purposes of this Agreement, a Potential Change in Control has
occurred.


(U)          “Retirement”
shall be deemed the reason for the termination by the Executive of the
Executive’s employment if such employment is terminated in accordance with the
Company’s retirement policy, including early retirement, generally applicable
to its salaried employees.


(V)           “Severance
Payments” shall have the meaning set forth in Section 6.1 hereof.


(W)         “Tax
Counsel” shall have the meaning set forth in Section 6.2 hereof.



 16
 









(X)          “Term”
shall mean the period of time described in Section 2 hereof (including any
extension, continuation or termination described therein).


(Y)           “Total
Payments” shall mean those payments so described in Section 6.2 hereof.


 



 17















IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.


	
  

  	
  CF INDUSTRIES HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Stephen
  R. Wilson

  
	
   

  	
   

  	
  Stephen R. Wilson

  
	
   

  	
   

  	
  President & Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   /s/ W.
  Anthony Will

  
	
   

  	
   

  	
  W. Anthony Will

  
						




 18
 









EXHIBIT A


 


RELEASE


 


(a)  W. Anthony Will ("Executive")
for and in consideration of benefits provided pursuant to the Change in Control
Severance Agreement with CF Industries Holdings, Inc. (collectively, referred
to herein as the "Company") entered into as of April 24,
2007 (the "Severance Agreement"), on behalf of Executive and
Executive's heirs, executors, administrators, successors and assigns,
voluntarily, knowingly and willingly releases and discharges the Company and
its parents, subsidiaries and affiliates (collectively, the "Company
Group"), together with their respective present and former partners,
officers, directors, employees and agents, and each of their predecessors,
heirs, executors, administrators, successors and assigns, and any and all employee pension or welfare
benefit plans of the Company, including current and former trustees and
administrators of these plans (collectively, the "Company Releasees")
from any and all charges, complaints, claims, promises, agreements,
controversies, causes of action, demands, damages and liabilities ("Claims")
of any nature whatsoever, known or unknown, suspected or unsuspected, which
against the Company Releasees, jointly or severally, Executive or Executive's
heirs, executors, administrators, successors or assigns ever had or now have by
reason of any matter, cause or thing whatsoever arising from the beginning of
time to the time Executive executes this release (the "Release").  This Release includes, without limitation, any
Claims arising out of or relating in any way to Executive's employment or
director relationship with the Company, or the termination thereof, any Claims
arising under any statute or regulation, including but not limited to the Age
Discrimination in Employment Act of 1967, Title VII of the Civil
Rights Act of 1964, the Civil Rights Act of 1991, the Americans with
Disabilities Act of 1990, the Family and Medical Leave Act of 1993, or the Employee
Retirement Income Security Act of 1974, each as amended, or any other federal,
state or local law, regulation, ordinance or common law, or under any policy,
agreement, understanding or promise, written or oral, formal or informal,
between any Company Releasee and Executive. 
Executive shall not be entitled to any recovery, in any action or
proceeding that may be commenced on Executive's behalf in any way arising out
of or relating to the matters released under this Release.  Notwithstanding the foregoing, nothing herein
shall release any Company Releasee from any Claim based on (i) Executive's
rights under the Severance Agreement or any other agreement with the Company
(including, but not limited to, any stock option agreements), (ii) any right or
claim that arises after the date Executive executes this Release, (iii) Executive's
eligibility for indemnification in accordance with applicable laws or the
certificate of incorporation or by-laws of the Company (or any affiliate or
subsidiary) or any applicable insurance policy, with respect to any liability
Executive incurs or incurred as a director, officer or employee of the Company
or any affiliate or subsidiary (including as a trustee, director or officer of
any employee benefit plan) or (iv) any rights Executive may have to vested
benefits under any employee benefit plan or program.


 



 19
 









(b)  Executive has been advised to consult with an
attorney of Executive's choice prior to signing this Release, has done so and
enters into this Release freely and voluntarily.


 


[(c) Executive acknowledges that
the Company has enclosed with this Release information concerning (i) the ages
and job titles of all employees who are eligible to receive severance pay and
(ii) the ages of all employees in the same job classification or organizational
unit who are not eligible to receive severance pay.] 1


 


(d)  Executive has had at least [twenty-one (21)]  [forty-five (45)] 2 calendar days to consider the
terms of this Release.  Once Executive
has signed this Release, Executive has seven (7) additional days to revoke
Executive's consent and may do so by writing to the Company as provided in
Section 10 of the Severance Agreement. 
Executive's Release shall not be effective, and no payments or benefits
shall be due under Section 6 of the Severance Agreement, until the eighth day
after Executive has executed this Release and returned it to the Company,
assuming that Executive has not revoked Executive's consent to this Release
during such time (the "Revocation Date").


 


(e)  In the event that any one or more of the
provisions of this Release shall be held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remainder
thereof shall not in any way be affected or impaired thereby. 


 


(f)  This Release shall be governed by the law of
the State of Illinois without reference to its choice of law rules.


 


 


	
  CF INDUSTRIES HOLDINGS, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed as of this
       day of                  .

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  W. Anthony Will

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed as of this
       day of
                    .

  	
   

  	
   

  
	
   

  	
   

  	
   

  
					







(1)           Note:  this paragraph is to be included only for
applicable group terminations or exit incentive programs.


 


(2)           Note:  use longer period for applicable group
terminations or exit incentive programs.


 



 20