On February 9, 2009, CF Industries Holdings, Inc. ("CF") announced the restructuring of operations responsibilities to improve the alignment of operations with CF's strategic direction, effective March 31, 2009. As a result, David J. Pruett, who served as senior vice president, Operations since 2005, left CF on March 31.

In connection with Mr. Pruett's departure from CF, he and CF have entered into a Termination Agreement and Release, dated as of March 31, 2009 (the "Agreement"). Pursuant to the Agreement, Mr. Pruett has also entered into a consulting agreement with CF to provide consulting services through August 31, 2009. As a result of this consulting agreement, unless Mr. Pruett breaches certain non-compete provisions in the consulting agreement, his currently unvested equity awards will continue to vest through August 31, 2009. Mr. Pruett also will receive a severance payment of $320,000 by April 15, 2009 pursuant to the Agreement. CF will also pay up to $800 a month for a period not to exceed five years following March 31, 2009 if Mr. Pruett decides to procure private medical insurance following his departure from CF. Alternatively, if Mr. Pruett elects COBRA coverage, CF will pay his COBRA premiums for up to eighteen months so that Mr. Pruett's cost for such coverage equals that of an active employee. Under the Agreement, Mr. Pruett has agreed to release CF from employment related claims.

(d) Exhibits.

Exhibit No.                           Description of Exhibit

10.1          Consulting Assignment, dated as of March 31, 2009, between CF
              Industries Holdings, Inc. and David J. Pruett.

10.2          Termination Agreement and Release, dated as of March 31, 2009, between
              CF Industries Holdings, Inc. and David J. Pruett.