Exhibit 4.5
                                                                     -----------

                        PCS Administration (USA), Inc.
                               PCS Nitrogen, Inc.
                   White Springs Agricultural Chemicals, Inc.

Whereas, PCS Administration (USA), Inc., PCS Nitrogen, Inc., and White Springs
Agricultural Chemicals, Inc. ("Sponsors") maintain qualified defined
contribution plans pursuant to section 401(a) of the Internal Revenue Code of
1986;

Whereas, the Sponsors desire to make provisional amendments to the Plan to
reflect changes in the Code made by the Economic Growth and Tax Relief
Reconciliation Act of 2001 ("EGTRRA") pending the issuance by the Internal
Revenue Service of final regulations interpreting EGTRRA, and to reflect recent
regulations issued by the Internal Revenue Service; and

Whereas, the Employee Benefits Committee is authorized to make certain
amendments;

Now, therefore, it is resolved, that--

1.    Each plan is amended to provide that effective for plan years beginning
      after 2002, the distributions under the plan shall be applied consistently
      with the regulations and other guidance issued by the Internal Revenue
      Service after 2001 pursuant to Code section 401(a)(9).

2.    Each plan is amended by adding the following new Appendix:

      "Appendix. 1Temporary Provisions Relating to EGTRRA

        1.1       Preamble
        (a)       Adoption and Effective Date of Appendix. This Appendix to the
                  Plan is adopted to reflect certain provisions of the Economic
                  Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA").
                  The Appendix is intended to comply with the requirements of
                  EGTRRA and is to be construed in accordance with EGTRRA and
                  guidance issued by the Internal Revenue Service thereunder
                  pending the issuance of final rules. Except as otherwise
                  provided, the Appendix shall be effective as of the first day
                  of the first plan year beginning after December 31, 2001.

        (b)       Supersession of Inconsistent Provisions. This Appendix shall
                  supersede the provisions of the Plan to the extent those
                  provisions are inconsistent with the provisions of this
                  Appendix.

        1.2       Code Section 415 Limitation on Benefits
        (a)       Effective Date. This section shall be effective for limitation
                  years beginning after December 31, 2001.

        (b)       Maximum Annual Addition. Except to the extent permitted under
                  section 1.9 of this Appendix and Code section 414(v) (relating
                  to catch-up contributions), if applicable, the annual addition
                  that may be contributed or allocated to a participant's
                  account under the Plan for any limitation year shall not
                  exceed the lesser of--

                  (1)   $40,000, as adjusted for increases in the cost-of-living
                        under Code section 415(d), or

                  (2)   50 percent of the participant's compensation, within the
                        meaning of Code section 415(c)(3), for the limitation
                        year.

                  The compensation limit referred to in paragraph (2) shall not
                  apply to any contribution for medical benefits after
                  separation from service (within the meaning of Code section
                  401(h) or 419A(f)(2)) which is otherwise treated as an annual
                  addition.

        1.3 Increase in Compensation Limit
        The annual compensation of each participant taken into account in
        determining allocations for any plan year beginning after December 31,
        2001, shall not exceed $200,000, as adjusted for cost-of-living
        increases in accordance with Code section 401(a)(17)(B). Annual
        compensation means compensation during the plan year or such other
        consecutive 12-month period over which compensation is otherwise
        determined under the Plan (the determination period). The cost-of-living
        adjustment in effect for a calendar year applies to annual compensation
        for the determination period that begins with or within such calendar
        year.

        1.4 Suspension After Hardship Withdrawal
        If a participant in the PCS U.S. Employees Savings Plan makes a hardship
        withdrawal after December 31, 2000, such participant shall be prohibited
        from making elective deferrals and employee contributions under this and
        all other plans of the employer for 6 months after receipt of the
        withdrawal.

        1.5 Direct Rollover Distribution Provisions
        (a)       Application and Effective Date. This section modifies the
                  direct rollover provisions of the Plan and applies to
                  distributions made after December 31, 2001.

        (b)       Definition of Eligible Retirement Plan. An eligible
                  retirement plan shall also mean an annuity contract
                  described in Code section 403(b) and an eligible plan under
                  Code section 457(b) which is maintained by a state,
                  political subdivision of a state, or any agency or
                  instrumentality of a state or political subdivision of a
                  state and which agrees to separately account for amounts
                  transferred into such plan from this Plan. The definition of
                  eligible retirement plan shall also apply in the case of a
                  distribution to a surviving spouse, or to a spouse or former
                  spouse who is the alternate payee under a qualified domestic
                  relations order, as defined in Code section 414(p).

        (c)       After-Tax Employee Contributions as Eligible Rollover
                  Distribution. A portion of a distribution shall not fail to
                  be an eligible rollover distribution merely because the
                  portion consists of after-tax employee contributions, which
                  are not includible in gross income. However, such portion
                  may be paid only to an individual retirement account or
                  annuity described in Code section 408(a) or (b), or to a
                  qualified defined contribution plan described in Code
                  sections 401(a) or 403(a) that agrees to separately account
                  for amounts so transferred, including separately accounting
                  for the portion of such distribution which is includible in
                  gross income and the portion of such distribution which is
                  not so includible.

        (d)       Hardship Distributions. Any amount that is distributed on
                  account of hardship shall not be an eligible rollover
                  distribution and the distributee may not elect to have any
                  portion of such a distribution paid directly to an eligible
                  retirement plan.

        1.6 Rollovers From Other Plans
        If a Participant has received an eligible rollover distribution after
        December 31, 2001, from another plan, such eligible rollover
        distribution may be transferred to this Plan by a direct rollover or by
        a participant contribution in accordance with the requirements of the
        Code for such a rollover or contribution.

        The Plan shall accept a participant contribution of an eligible rollover
        distribution from a qualified plan described in Code section 401(a) or
        403(a). In the case of the PCS U.S. Employees Savings Plan, the Plan
        shall also accept a participant contribution of an eligible rollover
        distribution from a tax-sheltered annuity contract described in Code
        section 403(b).

        This Plan shall accept an eligible rollover distribution only to the
        extent that it would otherwise be includible in the Participant's gross
        income, and shall not accept any portion of the eligible rollover
        distribution that includes after-tax contributions. The preceding
        sentence shall not apply to the PCS U.S. Employees Savings Plan.

        1.7 Modification of Top-Heavy Rules
        (a)       Effective Date. This section shall apply for purposes of
                  determining whether the Plan is a top-heavy plan under Code
                  section 416(g) for plan years beginning after December 31,
                  2001, and whether the Plan satisfies the minimum benefits
                  requirements of Code section 416(c) for such years. This
                  section modifies the top-heavy provisions of the Plan.

        (b)       Determination of Top-Heavy Status.

                  (1)    Key Employee. Key employee means any employee or former
                         employee (including any deceased employee) who at any
                         time during the plan year that includes the
                         determination date was an officer of the employer
                         having annual compensation greater than $130,000 (as
                         adjusted under Code section 416(i)(1) for plan years
                         beginning after December 31, 2002), a 5-percent owner
                         of the employer, or a 1-percent owner of the employer
                         having annual compensation of more than $150,000. For
                         this purpose, annual compensation means compensation
                         within the meaning of Code section 415(c)(3). The
                         determination of who is a key employee shall be made in
                         accordance with Code section 416(i)(1) and the
                         applicable regulations and other guidance of general
                         applicability issued thereunder.

                  (2)    Determination of Present Values and Amounts. This
                         paragraph shall apply for purposes of determining the
                         present values of accrued benefits and the amounts of
                         account balances of employees as of the determination
                         date.

                         (A)    Distributions During Year. The present values of
                                accrued benefits and the amounts of account
                                balances of an employee as of the determination
                                date shall be increased by the distributions
                                made with respect to the employee under the Plan
                                and any plan aggregated with the Plan under Code
                                section 416(g)(2) during the 1-year period
                                ending on the determination date. The preceding
                                sentence shall also apply to distributions under
                                a terminated plan which, had it not been
                                terminated, would have been aggregated with the
                                Plan under Code section 416(g)(2)(A)(i). In the
                                case of a distribution made for a reason other
                                than separation from service, death, or
                                disability, this provision shall be applied by
                                substituting "5-year period" for "1-year
                                period".

                         (B)    Employees Not Performing Services During Year.
                                The accrued benefits and accounts of any
                                individual who has not performed services for
                                the employer during the 1-year period ending on
                                the determination date shall not be taken into
                                account.

         (c)      Minimum Benefits--Matching Contributions. Employer matching
                  contributions shall be taken into account for purposes of
                  satisfying the minimum contribution requirements of Code
                  section 416(c)(2) and the Plan. The preceding sentence shall
                  apply with respect to matching contributions under the Plan
                  or, if the Plan provides that the minimum contribution
                  requirement shall be met in another plan, such other plan.
                  Employer matching contributions that are used to satisfy the
                  minimum contribution requirements shall be treated as matching
                  contributions for purposes of the actual contribution
                  percentage test and other requirements of Code section 401(m).

        1.8 Repeal of Multiple Use Test
        The multiple use test described in Treasury regulation 1.401(m)-2 shall
        not apply to plan years beginning after December 31, 2001.

        1.9 Catch-Up Contributions
        All employees who are eligible to make elective deferrals under this
        Plan and who have attained age 50 before the close of the plan year
        shall be eligible to make catch-up contributions in accordance with,
        and subject to the limitations of, Code section 414(v). Such catch-up
        contributions shall not be taken into account for purposes of the
        provisions of the Plan implementing the required limitations of Code
        sections 402(g) and 415. The Plan shall not be treated as failing to
        satisfy the provisions of the Plan implementing the requirements of
        Code sections 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416, as
        applicable, by reason of the making of such catch-up contributions.

        This section shall apply to contributions made on and after a date
        specified under the administrative rules of the Plan."

It is further resolved that the appropriate officers of the Sponsors are
authorized to execute whatever additional documents, and to take whatever
actions, are necessary or advisable to clarify and implement the foregoing
revisions and to satisfy applicable legal requirements.

                          * * * * * * * * * * * * * * *

In Witness Whereof, PCS Administration (USA), Inc. has caused this instrument to
be executed by its duly authorized officer as of the 31st day of December, 2002.

                                                 PCS Administration (USA), Inc.


                                                 By /s/ Barbara Jane Irwin
                                                    ---------------------------
                                                    Barbara Jane Irwin
                                                    Sr. VP of Administration


                          * * * * * * * * * * * * * * *


In Witness Whereof, PCS Nitrogen, Inc. caused this instrument to be executed by
its duly authorized officer as of the 31st day of December, 2002.

                                                 PCS Nitrogen, Inc.


                                                 By /s/ Barbara Jane Irwin
                                                    ---------------------------
                                                    Barbara Jane Irwin
                                                    Sr. VP of Administration

                          * * * * * * * * * * * * * * *


In Witness Whereof, White Springs Agricultural Chemicals, Inc. has caused this
instrument to be executed on its behalf by its duly authorized officer as of the
31st day of December, 2002.


                                                 White Springs Agricultural
                                                          Chemicals, Inc.


                                                 By /s/ Barbara Jane Irwin
                                                    ---------------------------
                                                    Barbara Jane Irwin
                                                    Sr. VP of Administration