10-K

-----------------------------------------------------------------------
  -------------------------------------------------------------------
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549
                        -----------------------

                               FORM 10-K
          (Mark One)
           X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
          ---
             THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
                For the fiscal year ended June 30, 1995
                                  OR
          ---  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
             THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
        For the transition period from ---------- to ----------
                     Commission file number 1-9759
                            IMC GLOBAL INC.
                 (Formerly IMC Fertilizer Group, Inc.)
        (Exact name of registrant as specified in its charter)
                     Delaware                         36-3492467
        (State or other jurisdiction of           (I.R.S. Employer
         incorporation or organization)          Identification No.)

                     2100 Sanders Road
                   Northbrook, Illinois                     60062
         (Address of principal executive offices)         (Zip Code)

  Registrant's telephone number, including area code:  (708)-272-9200
                                   
      Securities registered pursuant to Section 12(b) of the Act:
                                   
                                                Name of each exchange
              Title of each class                on which registered
              -------------------               ---------------------
    Common Stock, par value $1 per share        New York Stock Exchange
                                                Chicago Stock Exchange

   Securities registered pursuant to Section 12(g) of the Act:  NONE
                                   
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
                        Yes   X   .  No       .
                            ------     ------


Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.  [   ]

State the aggregate market value of the voting stock held by non-
affiliates of the registrant:  $1,845,211,984 as of August 31, 1995.
Market value is based on the August 31, 1995, closing price of
Registrant's Common Stock.

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
THE PRECEDING FIVE YEARS:  Indicate by check mark whether the
registrant has filed all documents and reports required to be filed by
Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934
subsequent to the distribution of securities under a plan confirmed by
a court.                Yes-------.  No-------.

APPLICABLE ONLY TO CORPORATE REGISTRANTS:  Indicate the number of
shares outstanding of each of the registrant's classes of common stock:
29,628,619 shares, excluding 2,776,420 treasury shares as of August 31,
1995.

DOCUMENTS INCORPORATED BY REFERENCE:  Information required by Items 10,
11, 12, and 13 of Part III is incorporated by reference from pages 2
through 6, pages 7 through 16, pages 6 and 7 and page 7, respectively,
of the Registrant's definitive proxy statement for the annual meeting
of stockholders to be held on October 19, 1995.

  -------------------------------------------------------------------
-----------------------------------------------------------------------

1995 FORM 10-K CONTENTS





Item                                                        Page

-----------------------------------------------------------------

Part I:

 1.  Business                                                 1
     Introduction                                             1
     Product Line Information                                 2
     International Operations                                13
     Working Capital                                         14
     Relationship Between the Company and
      Mallinckrodt Group Inc.                                14
     Other Activities                                        15
 2.  Properties                                              17
 3.  Legal Proceedings                                       17
 4.  Submission of Matters to a Vote of Security Holders     18
     Executive Officers of the Registrant                    19

Part II:

 5.  Market for the Registrant's Common Stock and Related
       Stockholder Matters                                   20
 6.  Selected Financial Data                                 22
 7.  Management's Discussion and Analysis of Financial
       Condition and Results of Operations                   23
 8.  Financial Statements and Supplementary Data             30
 9.  Changes in and Disagreements with Accountants
       on Accounting and Financial Disclosure                54

Part III:

10.  Directors and Executive Officers of the Registrant      54
11.  Executive Compensation                                  54
12.  Security Ownership of Certain Beneficial Owners
       and Management                                        54
13.  Certain Relationships and Related Transactions          54

Part IV:

14.  Exhibits, Financial Statement Schedules, and Reports
       on Form 8-K                                           55

Signatures                                                   66

-----------------------------------------------------------------
PART I.



Item 1.  Business.

INTRODUCTION
------------

Company Profile
---------------
    IMC Global Inc., formerly IMC Fertilizer Group, Inc., is the parent
corporation of several subsidiaries and joint venture operations which
together comprise one of the world's leading producers of crop
nutrients for the international community.  The Company mines and
processes potash in the United States and Canada, and is a joint
venture partner in IMC-Agrico Company, the nation's largest producer,
marketer and distributor of phosphate crop nutrients.  The Company
believes that it is one of the lower-cost North American producers of
phosphate rock, potash and concentrated phosphates.  The Company also
manufactures high-value crop nutrients which are marketed principally
in the southeastern United States under the Rainbow (Registered
Trademark) brand name.  In addition, it produces sulphur and oil at
other joint venture businesses and operates a railcar repair facility
in Georgia.

    The Company's business strategy focuses on maintaining its
worldwide position as a leading crop nutrient producer and supplier
through extensive customer service, efficient distribution and
transportation, and to supply crop nutrient products worldwide at
competitive prices by taking advantage of economies of scale and
state-of-the-art technology to reduce costs.

    The corporate headquarters of the Company is located at 2100
Sanders Road, Northbrook, Illinois 60062-6146, and the telephone number
is (708) 272-9200.

    Unless the context indicates otherwise, the "Company" includes IMC
Global Inc. and its consolidated subsidiaries and joint ventures,
including, subsequent to June 30, 1993, IMC-Agrico Company.  Unless
otherwise specified, references herein to years are fiscal years ended
June 30.


Seasonal and Other Factors Affecting the Company's Business
-----------------------------------------------------------

    In general, the Company's product lines are not materially affected
by seasonal factors except in the case of its high-value crop nutrients
product line.

    The Company's revenues are highly dependent upon conditions in the
domestic agriculture industry, and can be affected by crop failure,
changes in agricultural productivity and agricultural policies, and
weather, all of which are beyond the Company's control.

    In addition, the Company's results of operations can also be
affected by other factors beyond its control such as the relative value
of the U.S. dollar and its impact upon costs to the importers of crop
nutrients, the status of domestic and foreign political subsidies of
agriculture, and other factors.


Methods of Competition
----------------------

    The Company's products are commodities that are available from
other sources, and the marketplaces in which these products are sold,
both domestic and foreign, are highly competitive.  Apart from
competitive pricing, the Company's principal method of competition is
through customer service.  Such service includes the maintenance of an
extensive North American transportation system made up of approximately
2,400 railroad cars, both leased and owned, the maintenance of in-
market warehouse networks to meet changing needs within the domestic
marketplace, and the operation of ocean terminals for the storage and
shipment of product to international markets.



PRODUCT LINE INFORMATION
------------------------

    The Company's most significant investments in plants and properties
in the United States are in its phosphate operations in Florida and
Louisiana and its potash operations in New Mexico.  The Company also
has 25 percent participation interests in joint ventures to mine
sulphur and oil & natural gas deposits offshore Louisiana.  The most
significant investment outside the United States is in its potash
operations in the province of Saskatchewan, Canada.  In February 1992,
the Company sold its two anhydrous ammonia plants located in
Sterlington, Louisiana.

    The amounts and relative proportion of net sales and operating
earnings contributed by various product lines of the Company have
varied from year to year and may continue to do so in the future as a
result of changing business, economic and competitive conditions, and
technical developments.

    The table below shows the Company's net sales by product line in
millions of dollars for each of the past five years:

                     1995     1994     1993     1992     1991
---------------------------------------------------------------
Phosphate rock      $        $        $        $        $
                    230.8    188.1    167.0    202.0    224.2
Concentrated        1,248.4  876.5    387.1    423.1    447.8
phosphates
Potash              249.4    210.5    221.8    224.1    231.3
High-value crop     115.1    98.4     97.9     103.3    96.6
nutrients
Uranium             10.9     9.2      6.7      63.9     70.9
Ammonia                                        34.3     52.1
Other               69.4     58.8     16.6     7.8      8.3

  Total net sales   $1,924.  $1,441.  $        $1,058.  $1,131.
                    0        5        897.1    5        2
----------------------------------------------------------------
    In 1995, sales of concentrated phosphates and potash to China
accounted for approximately 20 percent of the Company's net sales.  No
other single customer or group of related or affiliated customers
accounted for more than 5 percent of the Company's net sales.


IMC-Agrico Company
-------------------

    On July 1, 1993, IMC Global Operations Inc. (IMC), formerly IMC
Fertilizer, Inc., and Freeport-McMoRan Resource Partners, Limited
Partnership (FRP) entered into a joint venture partnership in which
both companies contributed their respective phosphate businesses,
including the mining and sale of phosphate rock and the production,
distribution and sale of concentrated phosphates, uranium oxide and
related products to IMC-Agrico Company (IMC-Agrico), a Delaware general
partnership.  IMC has a 56.5 percent interest in IMC-Agrico over the
term of the partnership.  IMC-Agrico is governed by a Policy Committee
which has equal representation from each company and is operated by
IMC.  IMC-Agrico makes cash distributions to IMC and FRP based on
formulas and sharing ratios for Current Interest Cash and Capital
Interest Cash as defined in the partnership agreement.  Current
Interest Cash is shared at a ratio of 45.0 percent and 55.0 percent in
1995 to IMC and FRP, respectively, adjusting thereafter until 1998 when
the ratios will be fixed at 59.4 percent to IMC and 40.6 percent to
FRP.  Capital Interest Cash is shared at a ratio of 54.9 percent and
45.1 percent in 1995 to IMC and FRP, respectively, adjusting thereafter
until 1998 when the ratios will be fixed at 59.4 percent to IMC and
40.6 percent to FRP.

    The formation of IMC-Agrico continues the Company's strategy of
pursuing competitive cost positions in its markets.  As a result of
this transaction, IMC-Agrico has realized transportation and
distribution cost savings by reducing unit costs to transport product
between various IMC-Agrico locations, by taking advantage of multiple
shipping locations to reduce the cost to transport product to
customers, and by reducing per unit warehousing costs through
opportunities created by the size of operations of IMC-Agrico as
compared to the operations of the two partners individually.
IMC-Agrico has reduced production costs by eliminating duplicative
plant administrative functions, by applying operational technologies
that have proven successful at each of the partner's respective plant
locations to the other partner's contributed plants and by more
efficiently utilizing in-process product at plants that previously had
underutilized upgrading capacity.  IMC's and FRP's selling, general and
administrative expenses have been reduced through reduced headcount
which was achieved by eliminating duplicative headquarters functions
and consolidating the partners' sales forces.

    The following discussion describes the Company's operations,
including those of IMC-Agrico.  Subsequent to June 30, 1993, all of the
Company's phosphate rock and concentrated phosphate operations have
been conducted through IMC-Agrico.



Phosphate Rock
--------------

    IMC-Agrico's phosphate mining operations and production plants,
located in Polk, Hillsborough, Hardee and Manatee counties in central
Florida, produce phosphate rock, with production principally going into
the manufacture of concentrated phosphates.  IMC-Agrico sells phosphate
rock to crop nutrient manufacturers in the United States, to foreign
distributors and manufacturers and to animal feed manufacturers for the
production of feed phosphates.  IMC-Agrico also uses phosphate rock
internally in the production of concentrated phosphates at its New
Wales, Nichols and South Pierce production facilities located in
central Florida and its Faustina and Uncle Sam production facilities
located in Louisiana.  Phosphate rock is generally mixed with sulfuric
acid to produce phosphoric acid from which various concentrated
phosphate products can be produced.  About 84 percent of U.S. phosphate
rock is produced in Florida and North Carolina.  The Florida/North
Carolina production rate was at 86 percent of capacity for 1995,
including idle and unused facilities.


Production and Reserves

    Phosphate deposits were formed 15 million years ago by mineral
precipitation from seawater.  Varying in thickness from five to 25
feet, these deposits are covered by a 10 to 50 foot layer of sandy
overburden.  The ore is extracted through surface mining after removal
of the overburden and is then processed at one of IMC-Agrico's 10
plants (two of which were temporary idled at June 30, 1995) where it
goes through washing, screening, sizing and flotation procedures
designed to separate it from sands, clays and other foreign materials.

    IMC-Agrico's production capacity is approximately 27 million tons
of product per year.  However, production has been at less than
capacity because of reduced demand.

    In June 1994, the Company purchased two phosphate rock processing
plants which previously had been leased under a long-term contract with
Brewster Phosphates.  The annual capacity of these two plants is
approximately five million tons.  Currently, both plants are closed
indefinitely subject to improved market conditions.

    IMC-Agrico has estimated reserves of 328 million tons of phosphate
rock in central Florida as of June 30, 1995 that are mineable from
existing operations.  These reserves are either owned by IMC-Agrico or
controlled by it through long-term lease or royalty agreements.
Reserve grades range from 58 percent to 78 percent bone phosphate of
lime (BPL), with an average grade of 67 percent BPL.  (Bone phosphate
of lime is the standard industry term used to grade phosphate rock.)
The phosphate rock mined by the Company in the last three years
averaged 68 percent BPL, which is typical for phosphate rock mined in
Florida during this period.

   In March 1994, IMC-Agrico and U.S. Agri-Chemicals (USAC) entered
into an agreement in which IMC-Agrico agreed to mine certain phosphate
rock reserves owned by USAC and process such reserves for its own use.
In return, IMC-Agrico agreed to supply all of USAC's internal phosphate
rock requirements (1.3 million to 2.0 million tons per year) at its
Fort Meade, Florida, concentrated phosphate facility beginning October
1, 1994 at a price based on market plus escalations in IMC-Agrico's
cost of production.  This agreement will end on September 30, 2004, at
which time it may be renewed, if agreed to by both parties, for an
additional five years.

    IMC-Agrico also owns or controls phosphate rock deposits in
Manatee, DeSoto and Hardee counties, Florida, about 40 miles south of
its current mining operations, which are called the South Florida
deposits.  (Reserves are ore bodies which are believed to be
economically recoverable at current costs and prices.  Deposits are ore
bodies which require additional economic and mining feasibility studies
before they can be classified as reserves.)  These deposits differ in
physical and chemical characteristics from the reserves now being mined
in Polk, Hillsborough and Manatee counties, Florida.  The South Florida
deposits contain estimated recoverable phosphate rock of approximately
533 million tons (289 million tons of which are available under option
arrangements) with an average grade of approximately 65 percent BPL.
Some of these deposits are located in what may be classified as
unmineable wetland areas under standards set forth in current state and
federal dredge and fill regulations.

   In July 1994, IMC-Agrico entered into an option agreement with
Mississippi Chemical Corporation (MCC) to purchase 9,472 acres of land
in Florida (the Property).  The Property, along with 2,508 acres of
land previously purchased from MCC (the Adjacent Property), contains
approximately 87.5 million tons of phosphate rock deposits included in
the South Florida deposits discussed above.  The option period began
July 16, 1994 and will end January 16, 1998.  During this time,
IMC-Agrico may exercise its option to purchase the Property or it may
continue to make annual payments ranging from $1.0 million to $3.0
million to keep the option in effect.  If by the end of the option
period IMC-Agrico exercises its option to purchase the Property, the
purchase price will be financed by MCC over a six-year term at interest
rates approximating IMC-Agrico's borrowing rate.  If IMC-Agrico fails
to make an option payment during the option period or fails to exercise
its option by January 16, 1998, MCC has the right to sell the Property
to IMC-Agrico for a specified amount.  If the option to purchase the
Property is not exercised by IMC-Agrico and MCC does not exercise its
right to sell the Property to IMC-Agrico, MCC has the right to purchase
the Adjacent Property from IMC-Agrico at an agreed upon price.  In
fiscal 1995, IMC-Agrico paid $3.0 million to keep the option in effect.


The Market

    IMC-Agrico sells its phosphate rock under long-term contracts and
in the spot market.  IMC-Agrico also consumes a significant portion of
its phosphate rock in the production of concentrated phosphates at its
New Wales, Nichols, South Pierce, Faustina and Uncle Sam facilities.

    Most of IMC-Agrico's export sales of phosphate rock are made
through the Phosphate Rock Export Association, formed under the Webb-
Pomerene Act by the Company and certain other Florida phosphate rock
producers.  Under that Act, members of an industry may form
associations to negotiate prices and other terms for the export sales
of their products in order to compete more effectively in foreign
markets.  Export markets for phosphate rock are highly competitive,
with the nationally-controlled mines of Morocco and other countries
being significant factors in terms of supply and price.

    IMC-Agrico's phosphate rock shipments in millions of tons for 1995
and 1994 were as follows:
                                     1995               1994
-----------------------------------------------------------------
                                 Tons     %        Tons     %
-----------------------------------------------------------------
Domestic
 Major long-term contracts thru 2004      7.9     32%       5.9  28%
 Spot market                       .8     3          .8     4
Export                            2.1     8         2.2    10
Captive                          14.2    57        12.3    58
 Total shipments                 25.0  100%        21.2  100%

    IMC-Agrico has contractual commitments from customers for the
shipment of phosphate rock amounting to approximately 4.4 million tons
in fiscal 1996.

    Overall, phosphate rock prices averaged $21.29 per ton in 1995 vs.
$21.16 per ton in 1994.



Concentrated Phosphates

-----------------------
    Once phosphate rock is mined, it can then be processed into
concentrated phosphates.  Concentrated phosphate production facilities
are located in Florida and Louisiana.  IMC-Agrico's annual concentrated
phosphate production capacity is approximately four million tons of
phosphoric acid (P2O5 equivalent), or approximately 32 percent of total
U.S. concentrated phosphate production capacity, or 11 percent of world
capacity.

Production
    The Florida concentrated phosphate facilities consist of three
plants:  New Wales, Nichols and South Pierce.  The New Wales
concentrated phosphate complex, located near Mulberry, Florida, is the
largest concentrated phosphate plant in the world with an estimate
annual capacity of 1.76 million tons of phosphoric acid (P2O5
equivalent).  P2O5 is an industry term indicating a product's phosphate
content measured chemically in units of phosphorous pentoxide.  New
Wales primarily manufactures four forms of concentrated phosphates:
diammonium (DAP) and monoammonium (MAP) phosphate, granular triple
superphosphate (GTSP) and merchant grade phosphoric acid.  The Nichols
plant, located near Nichols, Florida, manufactures phosphoric acid and
DAP and has an estimated annual capacity of .28 million tons of
phosphoric acid (P2O5 equivalent).  This plant was acquired from
Conserv, Inc. in 1992.  The South Pierce plant, located near Bartow,
Florida, produces phosphoric acid, GTSP and technical grade DAP and MAP
for industrial use and has an estimated annual capacity of .52 million
tons of phosphoric acid (P2O5 equivalent).

    The Louisiana concentrated phosphate facilities consist of three
plants: Uncle Sam, Faustina and Taft.  The Uncle Sam plant, located in
Uncle Sam, Louisiana, produces phosphoric acid which is then shipped to
the nearby Faustina and Taft plants where it is used to produce DAP and
MAP.  Uncle Sam has an estimated annual capacity of .89 million tons of
phosphoric acid (P2O5 equivalent).  The Faustina plant, located near
St. James, Louisiana, manufactures DAP and MAP and has an estimated
annual capacity of .58 million tons of phosphoric acid (P2O5
equivalent).  The Taft plant, located near Hahnville, Louisiana, only
manufactures DAP.  However, based on market demand, operations at Taft
are routinely suspended to keep IMC-Agrico's output in balance with
customer needs.

    Phosphate rock, sulphur and ammonia are the three principal raw
materials used in the production of concentrated phosphates.  Phosphate
rock is supplied by IMC-Agrico's mines in Florida.  The Company and FRP
both have interests in a joint venture which began mining sulphur
reserves at Main Pass 299 (Main Pass) offshore Louisiana in April 1992.
In the past, sulphur was purchased exclusively from domestic suppliers.
IMC and FRP have an agreement to supply IMC-Agrico's sulphur
requirements.  FRP  supplies its share of the requirements through its
Sulphur Division and the Company supplies its share of the requirements
through its share of Main Pass production and purchases from FRP and
third parties.  Nearly all of the Company's ammonia needs were supplied
by the Company's Sterlington, Louisiana, production facilities until
February 1992, when the operations were sold.  Since then, the
Company's needs primarily have been fulfilled by domestic suppliers
under long-term contracts.  Subsequent to July 1, 1993, IMC-Agrico's
needs were supplied by its Faustina ammonia production facility and by
domestic suppliers under long-term contracts.


The Market

    IMC-Agrico sells its concentrated phosphates in the spot market and
under long-term contracts.  Virtually all of IMC-Agrico's export sales
are marketed through the Phosphate Chemicals Export Association
(PhosChem), a Webb-Pomerene Act organization.  The table below shows
the Company's 1995 and 1994 shipments in thousands of tons of P2O5
equivalent:
                                     1995               1994
-----------------------------------------------------------------
                                 Tons     %        Tons     %
-----------------------------------------------------------------
Domestic
 Spot market                   1,319    33%      1,449    42%
 Contracts expiring in 1996      165      4        115      4
 Mallinckrodt (for animal
  feed ingredients)              279      7        279      8
 Captive (for high-value
  crop nutrients)                 60      2         46      1
-----------------------------------------------------------------
                               1,823     46      1,889     55
Export                         2,138     54      1,564     45
-----------------------------------------------------------------
 Total shipments               3,961   100%      3,453   100%
-----------------------------------------------------------------

    IMC-Agrico has contractual commitments from customers for the
shipment of concentrated phosphates amounting to approximately 1
million tons (P2O5 equivalent) in fiscal 1996.


Animal Feed Ingredients Agreements

    IMC has a management agreement with Mallinckrodt Veterinary, Inc.
(Mallinckrodt), a wholly-owned subsidiary of Mallinckrodt Group Inc.,
under which IMC operates certain Mallinckrodt facilities at the New
Wales concentrated phosphate complex, which manufacture animal feed-
grade phosphate products, and supplies utilities for the operation of
such facilities until at least June 30, 1997.  There is also a similar
management agreement under which IMC operates a limestone mine for
Mallinckrodt Group Inc. to obtain limestone for use in the animal feed
plant.  Under the management agreement, charges for the conversion of
raw materials, described below, into finished products, as well as for
supplying utilities to the plant, are based on IMC's actual cost.

    In addition, IMC-Agrico has supply agreements with Mallinckrodt
under which IMC-Agrico will supply Mallinckrodt's requirements of raw
materials for its animal feed plant.  Under these agreements,
IMC-Agrico will supply phosphoric acid through at least June 30, 1997.
In addition, IMC-Agrico has an agreement to supply Mallinckrodt 85,000
to 105,000 tons of phosphate rock annually until June 30, 1998.  IMC
has also entered into an agreement to supply Mallinckrodt with its
requirements of animal feed-grade potassium products from IMC's
Carlsbad, New Mexico, potash operations.  These potassium supply
contracts extend year-to-year unless terminated by either party.  IMC
also supplies Mallinckrodt with railcars for transporting its product.



Potash
------

    The Company mines potash, the second primary crop nutrient, at
three underground mines and modern refineries in the United States and
Canada.  Two of the mines and refineries are located near the town of
Esterhazy in the Canadian province of Saskatchewan.  The remaining mine
and refinery is located near Carlsbad, New Mexico.  In addition to the
Company, there are 12 North American potash producers -- seven in the
United States and five in Canada.  With a combined capacity of over
five million tons per year, the Company is one of the largest private
enterprise potash producers in the world.  In 1995, these operations
accounted for approximately 9 percent of world output.

    The term potash applies generally to the common salts of potassium.
Since the amount of potassium in these salts varies, the industry has
established a common standard of measurement by defining a product's
potassium content in terms of equivalent percentages of potassium oxide
(K2O).  A K2O equivalent of 60 percent is the customary minimum
standard for muriate of potash products.

    The North American potash industry's production rate was at 78
percent of capacity for 1995, including idle and unused facilities.
Most of the potash produced by the Company was sold as crop nutrient
materials, while small portions were sold as animal feed ingredients
and to non-agricultural markets.


Saskatchewan Potash Operations

    The Company's two interconnected potash mines in Saskatchewan are
owned and operated by a wholly-owned subsidiary, International Minerals
& Chemical (Canada) Global Limited (IMC-Canada).  The total annual
production capacity of IMC-Canada's refinery facilities is estimated to
be 4.2 million tons of finished product.

    Potash mining takes place under ground at depths of over 3,000 feet
where continuous mining machines cut out the ore face and move jagged
chunks of salt to conveyor belts.  The ore is then crushed and moved to
storage bins where it awaits hoisting to refineries above ground.  IMC-
Canada produces six different potash products, some through patented
processes.  Product grades produced are Standard, Special Standard,
Coarse, Granular and White Muriate, and Refined KCl.

    Potash Corporation of Saskatchewan Inc. (PCS) controls several
potash-producing properties in the province.  The mining operations
associated with these properties give PCS control of approximately 56
percent of Saskatchewan's potash production capacity.

    One of PCS's properties consists of reserves located in the
vicinity of IMC-Canada's potash operations.  Under a long-term contract
with PCS, IMC-Canada is obligated to mine and refine these reserves for
a fee plus a pro rata share of production costs.  The specified
quantities of potash to be produced for PCS may, at the option of PCS,
amount to an annual maximum of approximately one-fourth of the tons
produced by IMC-Canada, but no more than 1,050,000 tons.  The current
contract can be continued in effect until June 30, 1996, and, at the
option of PCS, can be renewed on the same terms for six additional five-
year periods.

    Since December 1985, the Company has experienced an inflow of water
into one of its two interconnected potash mines.  As a result, the
Company has suffered losses and has been forced to take substantial
remedial efforts to stop the flooding.  The Company's share of
expenditures for ongoing remedial efforts totaled $14 million in 1995
and is expected to total approximately $15 million in 1996.

    The Company has significantly reduced the water inflow since the
initial discovery and has been able to meet all sales obligations and
requirements from production at the mines.  Despite the relative
success of such measures, there can be no assurance that the amounts
required for remedial efforts in the future will not increase or that
inflows will not increase to a level which would cause the Company to
abandon the mine.  There can be no assurance that such action would not
have a material adverse effect on the Company.  However, the long-term
outlook of the water inflow has caused the Company to consider
alternatives to its current mining operations and studies are under way
in this regard.  Any solution to the water inflow situation at the
mines could result in substantial capital expenditures and/or charges
to operations.  The Company does not presently have in place, nor can
it reasonably obtain, any insurance to cover damage to its underground
potash operations.

    In 1987, legislation was adopted in the province of Saskatchewan
that authorized the provincial government to control production at
potash mines located in the province.  The provincial government stated
that the purpose of such legislation was to deal with an oversupply of
potash in world markets.  The legislation was not self-implementing.
It permits the Lieutenant Governor in Council of Saskatchewan to create
a Potash Resources Board to prescribe rates of potash production in the
province and to allocate production among the individual mines.
Increases in production capacity would be subject to provincial
approval.  Although such regulations are in place, they have never been
implemented.  The Company cannot predict if or when the legislation
will be implemented or the effects of this legislation on the
profitability of its potash operations.


Saskatchewan Potash Reserves

    IMC-Canada presently controls the rights to mine 204,926 acres of
potash-bearing land in southeastern Saskatchewan.  This land, of which
51,453 acres have already been mined or abandoned, contains over 1.4
billion tons of recoverable ore at an average grade of 24.5 percent K2O
-- enough to support current operations for more than a century.  This
ore will yield approximately 498 million tons of finished product with
a K2O content of approximately 61 percent.

    IMC-Canada's mineral rights consist of 113,548 acres owned in fee,
70,613 acres leased from the province of Saskatchewan, and 20,765 acres
leased from other parties.  All leases are renewable by IMC-Canada for
successive terms of 21 years.  Royalties, established by regulation of
the province of Saskatchewan, amounted to $3.9 million (Canadian) in
1995 and $3.7 million (Canadian) in 1994.


Agreement Suspending Potash Dumping Investigation

    In January 1988, the U.S. Department of Commerce (Commerce) signed
an agreement with all of the potash producers in Canada, suspending an
investigation by Commerce to determine whether Canadian potash was, or
was likely to be, sold in the United States at less than "fair value."
The agreement stipulated that each such producer's minimum price for
potash sold in the United States, compared with its potash prices in
Canada, would be based upon a formula related to preliminary dumping
margins determined by Commerce for each producer, to assure that there
would be no dumping by that producer in the future.  Compliance with
the agreement is being monitored by Commerce.  Originally, this
agreement was to remain in effect until 1993 unless it was terminated
by Commerce or by the withdrawal from the agreement by producers having
15 percent or more of the total Canadian capacity, or unless there was
a violation of the terms of the agreement, in any of which events the
investigation could be renewed.  In January 1993, this agreement was
extended by Commerce for an indefinite period.  The intent of the
agreement is to prevent the sale of Canadian potash into the United
States at less than "fair value."


Saskatchewan Potash Production Costs

    In addition to royalties, potash resource tax payments to the
province of Saskatchewan amounted to $9 million in 1995 and $5 million
in 1994.  These payments are not deductible in determining Canadian
federal income taxes.


New Brunswick Potash Exploration

    In August 1995, IMC-Canada was chosen by the Minister of State for
Mines and Energy for the Canadian province of New Brunswick to explore
potash deposits near the town of Sussex.  IMC-Canada has agreed to
enter into a three-year agreement under which it will perform a
geological reassessment of the property and feasibility study to
determine whether to develop the potash deposits.  IMC-Canada had
conducted a similar exploration program on property near Sussex in the
mid-1970s.


Carlsbad Potash Operations

    The Company's Carlsbad mine, located in New Mexico with workings at
levels 700 to 900 feet under ground, has an annual production capacity
of over one million tons of finished product.  The ore mined is of
three types:  (1) sylvinite, a mixture of potassium chloride and sodium
chloride, the same as the ore mined in Saskatchewan; (2) langbeinite, a
double sulphate of potassium and magnesium; and (3) a mixed ore,
containing both potassium chloride and langbeinite.

    Both continuous and conventional mining methods are utilized for
ore extraction.  In the continuous mining sections, drum type mining
machines are used to cut sylvite ore from the face.  Mining heights are
as low as four feet.  In the conventional areas, a wide ore face is
undercut and holes drilled to accept explosive charges.  Ore from both
continuous and conventional sections is loaded onto conveyors and
transported to storage areas where it is hoisted above ground for
further processing at the refinery.

    Three types of potash are produced at the refinery:  muriate of
potash, which is the primary source of potassium for the crop nutrient
industry; a double sulphate of potash magnesia, marketed under the
brand name Sul-Po-Magr, containing significant amounts of sulphur,
potassium and magnesium, with low levels of chlorine; and sulphate of
potash, supplying sulphur and a high concentration of potassium with
low levels of chlorine.  The Company believes it is the larger of the
two U.S. producers of double sulphate of potash magnesia and the
largest of several U.S. producers of sulphate of potash.


Carlsbad Potash Reserves

    The Company mines and refines potash from 43,239 acres of reserves
which the Company controls under long-term leases.  These reserves
contain an estimated total of 162 million tons of recoverable ore in
four mining beds evaluated at thicknesses ranging from five to 12 feet.
At average refinery rates, these ore reserves are estimated to be
sufficient to yield 11.8 million tons of concentrate from sylvinite
with an average grade of 60 percent K2O and 28.5 million tons of
langbeinite concentrate with an average grade of approximately 22
percent K2O.

    At current elevated rates of production, the Company's reserves of
sylvinite and langbeinite are estimated to be sufficient to support
operations for more than 23 years.


The Market

    Potash is sold throughout the world, with the Company's largest
markets being in the United States, People's Republic of China, Japan,
Malaysia, Korea, Australia, New Zealand and Latin America.  Potash is
also used internally in the manufacture of high-value crop nutrients.
The Company's exports from Canada, except to the United States, are
made through Canpotex Limited, an export association of Saskatchewan
potash producers.

    The following table summarizes the Company's shipments of potash in
thousands of tons in 1995 and 1994:
                                      1995             1994
-----------------------------------------------------------------
                               Tons        %      Tons       %
-----------------------------------------------------------------
Domestic (United States and
 Canada)                      2,406       60%   2,287      65%
Foreign                       1,322        33     963       27
Captive (principally for
 crop nutrients)                282         7     280        8
-----------------------------------------------------------------
                              4,010      100%   3,530     100%
-----------------------------------------------------------------

    The average selling price for all Company potash products was $66
per ton in 1995, compared with $64 per ton in 1994.



Rainbow Division
----------------

    The Company's Rainbow Division produces high-value crop nutrients
through granulation and bulk-blending.  Granulation is a process in
which various dry and liquid raw materials are chemically combined and
then pelletized.  Bulk-blending is a simple physical mixing or blending
of suitable crop nutrient materials.

    The Rainbow Division operates four large granulation plants which
are located in Americus, Georgia, Florence, Alabama, Hartsville, South
Carolina and Winston-Salem, North Carolina.  It also operates 15
smaller facilities, primarily in the southeastern United States, for
bulk-blending and/or warehousing.  Most of the potash and phosphate raw
materials used by these operations are supplied by the Company's mines
and plants.


The Products

    Shipments of Rainbow (Registered Trademark) and Super Rainbow
(Registered Trademark) (premium, high-value crop nutrient products)
accounted for about 47 percent of the Company's total 1995 high-value
crop nutrient sales.  These crop nutrients are formulated for specific
kinds of crops, soils, and soil conditions, and, in addition to the
three major plant nutrients, may contain as many as seven secondary
elements and micronutrients.

    The Rainbow Division also sells phosphate rock, concentrated
phosphates, potash and nitrogen products for direct application to the
soil.


The Market

    High-value crop nutrients are marketed in the United States and
sold principally to independent dealers, distributors and farmers, with
some sales made directly to other crop nutrient manufacturers.  Sales
are largely concentrated in the spring planting season.  Weather has
some impact on the timing and length of the planting season and can
have a significant effect on high-value crop nutrient prices.  The
Rainbow division experienced its best year ever with record shipments
and operating earnings.  High-value crop nutrient shipments in 1995
approximated 798,000 tons vs. 725,000 tons in 1994.

    The Company believes its share of the southeastern U.S. market, the
market in which it operates, was about 15 percent in 1995.  The
competition consists of many relatively small enterprises and other
large high-value crop nutrient companies.



Uranium Oxide
-------------

    Phosphate rock is the source of uranium oxide, with the uranium
content varying from deposit to deposit.  When phosphate rock is
converted into phosphoric acid, there is approximately a pound of
uranium oxide in each ton of the acid (P2O5 equivalent).

    Uranium oxide production facilities are located in Louisiana and
Florida.  In Louisiana, IMC-Agrico owns and operates uranium oxide
recovery and processing facilities which are located adjacent to its
Uncle Sam and Faustina concentrated phosphate plants.  In 1995, these
production facilities recovered 1,061,813 pounds of uranium oxide from
phosphoric acid produced at these facilities.

    Under a joint venture agreement with Denison Mines Ltd. (Denison),
IMC-Agrico was responsible for the production of uranium oxide at its
Uncle Sam and Faustina facilities, and Denison was responsible for
marketing the uranium oxide under long-term contracts.  This agreement
was terminated on December 31, 1994.  IMC-Agrico now sells its uranium
oxide production under a sales contract which expires in June 1997.
The contract currently yields prices above spot market prices.

    IMC-Agrico also owns uranium oxide recovery and processing
facilities which are located adjacent to its New Wales concentrated
phosphate plant in Florida.  Prior to 1992, uranium oxide produced at
the New Wales facilities was sold under long-term contracts which
supplied uranium oxide to nuclear power plants.  Since the expiration
of these contracts, the Company has not been able to secure contracts
favorable enough to warrant continued operation of the New Wales
facilities, and production has been suspended.  However, the suspension
of production at New Wales is expected to be temporary, and production
will resume when future uranium oxide market prices warrant resumption
of operations.

    Another primary recovery unit is located adjacent to a concentrated
phosphate plant owned and operated by a subsidiary of CF Industries
(CF), located in Plant City, Florida.  This facility extracted uranium
oxide from CF's phosphoric acid production at that plant.  Under
contracts which ran through 1992, the Company extracted and purchased
CF's uranium oxide.  After expiration of the contracts, the market
price for uranium oxide was not sufficient to justify continued
operation of the primary recovery unit and production was suspended.



Ammonia
-------

    IMC-Agrico produces ammonia at its Faustina plant located at St.
James, Louisiana.  Production from the Faustina plant, which has an
estimated annual capacity of 530,000 tons of anhydrous ammonia, is
primarily used internally to produce urea, DAP and MAP.

    Until early 1992, the Company produced anhydrous ammonia at two
plants located in Sterlington, Louisiana.  In February 1992, this
facility was sold.  In connection with the sale of this facility, the
Company entered into contracts to meet its ammonia requirements.



Sulphur and Oil & Natural Gas
-----------------------------

    See Item 7, "Management's Discussion and Analysis of Financial
Condition and Results of Operations" for a discussion of the status of
the Company's sulphur and oil & natural gas ventures.



INTERNATIONAL OPERATIONS
------------------------

    Foreign operations and investments are subject to risks customarily
encountered in such foreign operations and investments, including
fluctuations in foreign currency exchange rates and controls,
expropriation and other economic, political and regulatory policies of
local governments, and laws and policies of the United States affecting
foreign trade and investment.

    Internationally, the Company's products are sold primarily through
one Canadian and three U.S. export associations.  Due to economic and
political factors, customers can change dramatically from year to year.
In 1995, principal customer countries included the People's Republic of
China, India, Thailand, Japan, Korea, Australia, New Zealand and
several Latin American and European countries.  The Company maintains
an international marketing sales force which works with and provides a
variety of agronomic and technical services to foreign customers
including government agencies to help improve economic yields and
agricultural technology.  For further information concerning the
Company's foreign operations and business, see the following captions
in Item 1:

Heading                          Matter
-----------------------------------------------------------------
Phosphate Rock                   Export sales of phosphate rock
Concentrated Phosphates          Export sales of concentrated
                                 phosphates
Potash                           Potash mining operations

-----------------------------------------------------------------
    See also Note 20 - Operations by Geographic Area of Notes to
Consolidated Financial Statements for additional information.



WORKING CAPITAL
---------------

    The working capital requirements for inventory and receivables of
the Company are not materially affected by seasonal or other factors
except for its high-value crop nutrient business.  Sales of high-value
crop nutrients are largely concentrated in the spring season, requiring
a higher than average level of inventory to meet anticipated customer
demand for the product.

    The Company does not extend long-term credit to customers.  The
Company believes this non-extension of credit as well as its working
capital requirements are not materially different from the credit
policies and working capital requirements of its competitors.



RELATIONSHIP BETWEEN THE COMPANY AND MALLINCKRODT GROUP INC.
------------------------------------------------------------

    The Company was at one time a wholly-owned subsidiary of
Mallinckrodt Group Inc.  As a result of a public offering of the
Company's common stock by Mallinckrodt Group Inc. and stock purchases
by the Company, Mallinckrodt Group Inc.'s ownership interest in the
Company was completely eliminated by July 1991.

    The Company continues to have contractual relationships with
Mallinckrodt Group Inc., which originated at the time the Company was a
subsidiary of Mallinckrodt Group Inc.  These include arrangements under
which the Company operates an animal feed-grade phosphate facility,
that is located at IMC-Agrico's New Wales concentrated phosphate
complex, for Mallinckrodt and supplies utilities and the requirements
of phosphoric acid and phosphate rock for the facility.  The Company
also operates for Mallinckrodt Group Inc. a mine to obtain limestone
for use in Mallinckrodt's animal feed plant.  Each company has agreed
to indemnify the other against certain liabilities.

    See "Product Line Information - Concentrated Phosphates - Animal
Feed Ingredients Agreements" for discussion of various supply
agreements with Mallinckrodt Group Inc.

    Other agreements between Mallinckrodt Group Inc. and the Company
provide for a tax sharing arrangement relating in part to the period
from July 1, 1987 to February 2, 1988 when the Company was included in
Mallinckrodt Group Inc.'s consolidated income tax returns.  Also, if a
subsequent adjustment by any taxing authority were to result in an
increase in the tax liability of Mallinckrodt Group Inc. or the Company
or any of their domestic or foreign subsidiaries and result in a
corresponding reduction in the tax liability of the other party, then
an equitable reimbursement by the benefited party will be paid to the
other party.



OTHER ACTIVITIES
----------------

Environmental Matters
---------------------

   The Company is subject to various environmental laws and regulations
in the United States and Canada.  Although significant capital
expenditures and operating costs have been and will continue to be
incurred based on these requirements, the Company does not believe they
have had a material adverse effect on its business.  However, the
impact of future laws and regulations or of future changes to existing
laws and regulations cannot be predicted.

   Environmental capital expenditures for the past fiscal year were
primarily related to air emission control, wastewater treatment and
solid waste disposal, and totaled approximately $5.0 million in fiscal
1995.  In addition, expenditures for land reclamation activities
totaled $14.5 million.  For fiscal 1996, the Company expects
environmental capital expenditures to be approximately $14.0 million
and expenditures for land reclamation activities to be approximately
$18.0 million.

   Florida law may require that IMC-Agrico close one or more of its
unlined phosphogypsum stacks and/or associated cooling ponds in 2001,
if any are shown to be negatively impacting groundwater standards.  IMC-
Agrico cannot predict at this time whether any of its stacks or ponds
will have to be closed; however, the cost of closing could be
significant.

   The 1990 Clean Air Act Amendments require certain sources to control
emissions of hazardous air pollutants and by the year 2000 the
Environmental Protection Agency (U.S. EPA) will have promulgated
standards applicable to certain of the Company's operations.  At this
time, the Company cannot estimate the costs of compliance with such
future standards.

   In 1994, a large hole (believed to have been caused by a sinkhole)
was discovered during a routine inspection of the top of the north
phosphogypsum stack at IMC-Agrico's New Wales, Florida concentrated
phosphate production facility.  The Florida Department of Environmental
Protection (DEP) was notified and IMC-Agrico pumped grout material into
the sinkhole, thereby plugging it and preventing further collapse at a
cost of approximately $6.8 million.  DEP required IMC-Agrico to install
additional groundwater monitoring wells and samples from these wells
indicate that only sulfate exceeds Florida secondary drinking water
standards.  Furthermore, it appears that the pumping action of the New
Wales production wells has caused impacts from the sinkhole to be
contained on-site to date.

   As a result of earlier, unrelated findings of elevated sulfate
levels at the New Wales site, IMC-Agrico had been required by the
Central Florida Regional Planning Council (the Council) before
September 1997 to plug certain former recharge wells, believed to be
the source of elevated sulfate levels, and either to show that the
groundwater sulfate levels had returned to acceptable standards or to
line or relocate the cooling pond associated with the stack.
Monitoring data gathered between July 1993 and June 1994 evidenced a
consistent downward trend in the sulfate levels and the Council was
informed in writing of the success of plugging the recharge wells;
however, when the sinkhole discussed above was discovered, a sharp
increase in sulfate levels was noted.  If the sulfate levels continue a
downward trend, as current data suggests, IMC-Agrico will likely meet
the September 1997 deadline.  If the levels do not reach acceptable
standards, IMC-Agrico will request an extension of this deadline. If
IMC-Agrico were required to line or relocate the cooling pond, the
estimated cost could be between $35 million and $68 million.

   Two earthen dams at IMC-Agrico's phosphate rock mining facilities in
Florida were breached during calendar 1994.  The appropriate
governmental agencies were notified and corrective  measures were
promptly implemented.  Property damage to neighbors has been estimated
to be no more than $1.5 million; IMC-Agrico's insurers, apparently,
will cover some of this amount.   The State issued a notice of
violation to IMC-Agrico for each breach, and, based on current
negotiations, potential penalties are not expected to be material.

   The United States Comprehensive Environmental Response Compensation
and Liability Act (CERCLA), also known as "Superfund," imposes
liability, without regard to fault or to the legality of a party's
conduct, on certain categories of persons that are considered to have
contributed to the release of "hazardous substances" into the
environment.  Currently, the Company is involved or concluding
involvement at between 15 and 20 Superfund sites.  With two possible
exceptions, discussed below, at none of these sites is the Company's
liability currently expected to be material.  As more information is
obtained regarding the sites and the PRPs (potentially responsible
parties) involved, this expectation may change.

   At the Old Marsh Site and the Petroleum Products Site, the lack of
information regarding the Company's level of involvement makes it very
difficult to estimate the Company's share (if any) of investigative and
cleanup costs.  In the former case, a corporation has brought a cost
recovery action against certain other PRPs for recovery of the $11.5
million spent to clean up the Old Marsh Site, located in Maricopa
County, Arizona.  (Goodyear Farms, Inc. et al. v. Estrella Flying
Services, Inc. et al. (D. Ariz.)).  The Company received a vague and
ambiguous summons and third-party complaint in this case.  The Company
has requested additional information from counsel for third-party
plaintiffs and is considering how to proceed in this matter.

   IMC-Agrico is one of 70 PRPs participating in the investigation of
the Petroleum Products Site and has a known allocation, to date, of
20,774 gallons of waste oil. As of August 1995, IMC-Agrico ranks 27th
out of the 70-member PRP group.  Because the investigation of the site
is incomplete and the required remedy has not been determined, a
reliable cleanup cost cannot be estimated.  However, estimates as high
as $40 to $50 million have been made.  While IMC-Agrico does not
anticipate that the remedy will cost that much or that its share of the
costs will be de minimis, an estimate of IMC-Agrico's total
contribution cannot be made at this time.


Employees
---------

    The Company had approximately 6,800 employees at June 30, 1995.
The work force was comprised of 1,900 salaried, 4,850 hourly, and 50
temporary or part-time employees.


Labor Relations
---------------

    The Company has 11 collective bargaining agreements with three
international unions or their affiliated local chapters.  Four
agreements covering 35 percent of the hourly work force were negotiated
during calendar 1994.  Resulting wage and benefit increases were
consistent with competitive industry and community patterns.  Four
agreements covering 40 percent of the hourly workers will expire or are
subject to renegotiation in calendar 1995.  The Company has not
experienced a significant work stoppage in recent years and considers
its employee relations to be good.



Item 2.   Properties.

    Information regarding the plant and properties of the Company is
included in Item 1, "Business."



Item 3.   Legal Proceedings.

    Pursuant to certain agreements between the Company and Mallinckrodt
Group Inc., the Company has agreed to indemnify Mallinckrodt Group Inc.
against any liability or costs attributable to, among other things,
litigation involving the crop nutrient business, whether or not the
events which give rise to the litigation predated July 1, 1987.

    In the ordinary course of its business, the Company is and will
from time to time be involved in routine litigation.  Except for the
matters discussed below, none of the litigation pending or known to be
threatened at this time is regarded by the Company as potentially
material.


Sterlington Litigation
----------------------

    Angus Chemical Company (Angus) and the Company are involved in
various litigation arising out of the Sterlington matter discussed in
Note 4 of Notes to Consolidated Financial Statements.  Angus wants the
Company to accept responsibility for approximately 240 lawsuits
currently pending in Louisiana for injuries arising out of the
explosion, and to reimburse Angus for amounts that it has paid for
settled demands in connection with Sterlington.  In addition, Angus is
seeking direct payment from the Company's insurers for certain damages.
The Company may have obligations to indemnify certain of the insurers
if Angus is successful in this case.  The Company has established a
reserve to cover the estimated cost of resolving the remaining
third-party suits in Louisiana.

    The Company continues to vigorously litigate each of the matters
arising out of the Sterlington explosion.  A jury trial is scheduled to
commence in November, 1995 in Texas with respect to Angus' and the
Company's claims for contribution and indemnity for the settled
demands.  Discovery is still not complete with respect to the lawsuits
scheduled for trial in November, 1995, and all of the other lawsuits
are in very early stages.  The Company is also pursuing additional
recoveries from one of its insurance carriers relating to Sterlington.

    Given the uncertainties inherent in litigation as well as the early
stages of preparation, the Company is unable to evaluate possible
defenses or make a reliable determination as to potential liability, if
any, with respect to the Sterlington matters.

    In addition, Angus, in an action filed in federal court in Monroe,
Louisiana, in February 1995, is seeking compensation from the Company
pursuant to CERCLA for contamination to the environment prior to the
explosion from the storage tank on the grounds of the Sterlington
property.  No trial date has been scheduled for this additional claim
by Angus against the Company.  Given the early stages of this lawsuit,
the Company is unable to evaluate possible defenses or make a reliable
determination as to potential liability, if any.


Potash Antitrust Litigation
---------------------------

    The Company has been named as a defendant, along with other
Canadian and U.S. potash producers, in lawsuits filed in federal court
in Minnesota and state court in California.  The plaintiffs are
purchasers of potash who allege a price fixing conspiracy among North
American potash producers beginning in 1987 and continuing until the
filing of the lawsuits in 1994.  Discovery has begun in the Minnesota
case, following certification of a class of all U.S. potash purchasers
as plaintiffs.  While the Company believes that the allegations in the
complaints are without merit, until discovery is completed it is unable
to evaluate possible defenses or to make a reliable determination as to
the potential liability exposure, if any.

    The Company has also received a U.S. grand jury subpoena seeking
information related to the sale of potash in the United States from
1986 to the present.  The Company is cooperating with the government
and is assembling the information needed to comply with the subpoena.
As in the civil antitrust matters described above, while the Company
does not believe that violations of the antitrust laws have occurred,
the Company is unable to predict the outcome of the government
investigation or make a reliable determination as to the potential
exposure, if any.


Environmental Proceedings
-------------------------

    Information regarding environmental proceedings is included in Item
1, "Business - Other Activities."



Item 4.   Submission of Matters to a Vote of Security Holders.

    There were no matters submitted to a vote of security holders,
through the solicitation of proxies or otherwise, during the three
months ended June 30, 1995.



EXECUTIVE OFFICERS OF THE REGISTRANT
------------------------------------
    The ages and five-year employment history of the Company's
executive officers at June 30, 1995, were as follows:

Wendell F. Bueche
-----------------
Age 64.  Chairman and Chief Executive Officer of the Company; President
of the Company from 1993 until 1994; joined the Company in 1993;
retired from full time employment from 1989 until 1993; member of the
Board of Directors of the Company since 1991.

James D. Speir
--------------
Age 55.  President and Chief Operating Officer of the Company;
Executive Vice President, Operations from 1992 until 1994; Senior Vice
President from 1987 until 1992.

Robert C. Brauneker
-------------------
Age 57.  Executive Vice President and Chief Financial Officer of the
Company; Senior Vice President and Chief Financial Officer from 1987
until 1992.

Robert M. Felsenthal
--------------------
Age 43.  Senior Vice President, Business Development of the Company;
Vice President, Financial Controls and Planning from 1992 until 1994;
Vice President, Financial Planning and Analysis from 1990 until 1992.

C. Steven Hoffman
-----------------
Age 46.  Senior Vice President of the Company; Senior Vice President,
Marketing from 1993 until 1994; Senior Vice President, Sales from 1992
until 1993; Senior Vice President, Wholesale Marketing from 1990 until
1992.

Peter Hong
----------
Age 37.  Vice President and Treasurer of the Company; joined the
Company in 1994; Vice President of Citibank, N.A., Chicago from 1988
until 1994.

Allen C. Miller
---------------
Age 49.  Senior Vice President, Human Resources of the Company; Vice
President, Human Resources from 1988 until 1994.

Marschall I. Smith
-------------------
Age 50.  Senior Vice President, Secretary and General Counsel of the
Company; joined the Company in 1993; Senior Vice President and General
Counsel of American Medical International from 1992 until 1993;
Associate General Counsel of Baxter International from 1980 until 1992.

Brian S. Turner
---------------
Age 43.  Vice President, North American Sales of the Company; Vice
President, Rainbow Division in 1994; General Manager, Rainbow Division
from 1991 until 1994; Area Sales Manager, Rainbow Division from 1985
until 1991.

    All of the Company's executive officers are elected annually, with
the terms of the officers listed above to expire in October 1995.  No
"family relationships," as that term is defined in Item 401(d) of
Regulation S-K, exist among any of the listed officers.



PART II.



Item 5.   Market for the Registrant's Common Stock and Related
Stockholder Matters.

Common Stock Prices and Dividends
---------------------------------

    Quarter              First     Second    Third     Fourth
-----------------------------------------------------------------
Fiscal 1995                                            
Dividends per common          -    $    .10  $    .10  $    .10
share
Common stock prices                                    
    High                 $44 5/8     44 3/4    52 1/2    54 5/8
    Low                   34 1/8     36 1/4    41 1/4    44 1/2
                                                       

    Quarter              First     Second    Third     Fourth
-----------------------------------------------------------------
Fiscal 1994                                            
Dividends per common          -         -         -         -
share
Common stock prices                                    
    High                 $34 1/4   $47 1/4   $49 1/4   $44 1/4
    Low                   26        33        38 1/2    30 3/4

    The Company's common stock is traded on the New York and Chicago
Stock Exchanges under the symbol IGL.  As of August 31, 1995, the
Company had 29,628,619 shares of common stock outstanding, excluding
2,776,420 treasury shares.  Common stock prices are from the composite
tape for New York Stock Exchange issues as reported in The Wall Street
Journal.

    Pursuant to a Shareholders Rights Plan adopted by the Company in
June 1989, a dividend of one preferred stock purchase right (a Right)
for each outstanding share of common stock of the Company was issued on
July 12, 1989, to shareholders of record on that date.  Under certain
conditions, each Right may be exercised to purchase one one-hundredth
of a share of Junior Preferred Stock, Series C, par value $1.00 per
share, at a price of $150.  This preferred stock is designed to
participate in dividends and vote on essentially equivalent terms with
a whole share of common stock.  The Rights become exercisable apart
from the common stock only if a person or group acquires 20 percent or
more of the common stock or makes a tender offer for 20 percent or more
of the outstanding common stock.  However, the Rights do not become
exercisable if a person or group becomes the owner of 20 percent or
more of the common stock as a result of the purchase of common stock by
the Company which reduces the number of shares outstanding and
increases the proportionate number of shares owned by such person or
group to 20 percent or more, unless such person or group subsequently
becomes the owner of any additional shares of the common stock.  In
addition, upon the acquisition by a person or group of 20 percent or
more of the common stock, each Right will entitle the holder to
purchase, at the then-current exercise price of the Right, a number of
shares of common stock having a market value at that time of twice the
exercise price.  The Rights may be redeemed at a price of $.01 per
Right under certain circumstances prior to their expiration on June 21,
1999.  No event during 1995 made the Rights exercisable.

    In August 1995, the Company amended the Shareholders Rights Plan.
The amendment effectively reduced the triggering threshold of the
Rights from 20 percent to 15 percent.

    As of August 31, 1995, the number of registered holders of common
stock as reported by the Company's registrar was 224.  However, an
indeterminable number of shareholders beneficially own shares of the
Company's common stock through investment funds and brokers.

    In April 1993, the Company's Board of Directors voted to suspend
cash dividend payments on its common stock as a result of business
conditions at the time.  In December 1994, after a period of favorable
operating results, the Company's Board of Directors voted to reinstate
dividend payments.  As a result, for the year ended June 30, 1995, the
Company paid $8.8 million of cash dividends.  The Company's debt
instruments contain provisions which limit the Company's ability to pay
dividends on its common stock.


Item 6.                         Selected Financial Data.
                                             Years ended June 30,
-----------------------------------------------------------------------
(In millions except per
 share amounts)             1995(1)  1994(1)  1993(1)  1992(2)   1991(3)
------------------------------------------------------------------------
Net sales                  $1,924.0 $1,441.5 $  897.1 $1,058.5 $1,131.2
Earnings (loss) before
 income taxes, extraordinary
 item and cumulative effect
 of accounting changes        207.4      7.8   (177.3)   141.4    152.8
Provision (credit) for
 income taxes                  80.3     11.4    (57.3)    50.5     57.0
                           -------- -------- --------  ----------------
Earnings (loss) before
 extraordinary item and
 cumulative effect of
 accounting changes           127.1     (3.6)  (120.0)    90.9     95.8
Extraordinary loss -
 debt retirement               (6.5)   (25.2)
Cumulative effect of
 accounting changes            (5.9)            (47.1)  (165.5)
                           -------- -------- --------  ----------------
Net earnings (loss)        $  114.7 $  (28.8)$ (167.1)$  (74.6) $  95.8
                           ======== ======== ========  ================
Earnings (loss) per share:
 Earnings (loss) before
  extraordinary item and
  cumulative effect of
  accounting changes      $   4.30  $   (.14)$  (5.44) $   4.12$   3.85
 Extraordinary loss - debt
  retirement                  (.22)    (1.00)
 Cumulative effect of
  accounting changes          (.20)             (2.13)    (7.50)
                           -------- -------- --------  ----------------
 Net earnings (loss)      $   3.88  $  (1.14)$  (7.57) $  (3.38)$  3.85
                           ======== ======== ========  ================


Dividends per share       $    .30     -     $    .81  $   1.08$   1.08
Book value per share      $  25.84  $  22.23 $  19.51  $  27.91$  32.24
                                   
                              OTHER DATA
                                                              June 30,
-----------------------------------------------------------------------
(Dollars in millions)         1995    1994     1993     1992     1991
-----------------------------------------------------------------------
Total assets               $2,693.2 $2,778.3 $2,055.6 $1,838.4 $1,739.3
Working capital               252.4    324.6    195.1     80.2     48.1
Working capital ratio           2.0:1    2.6:1    1.8:1    1.4:1
1.2:1
Long-term debt - less
 current maturities        $  515.5 $  688.1 $  893.4 $  630.6 $  607.7
Total debt                    524.3    689.2    926.7    642.8    630.6
Stockholders' equity          762.9    655.0    430.4    615.4    698.6
Total capitalization        1,287.2  1,344.2  1,357.1  1,258.2  1,329.2
Debt/total capitalization      40.7%    51.3%    68.3%    51.1%
47.4%
Cash provided by
 operating activities      $  488.6 $  143.1 $   26.2 $  122.4 $  174.4
Capital expenditures           64.2     40.7    106.1    177.7    168.5
Cash dividends paid             8.8      -       17.8     23.8     28.0

(1) See "Notes to Consolidated Financial Statements" for a description
    of non-recurring items and accounting changes.  Beginning in 1994,
    operating results reflect the consolidation of the joint venture
    partnership formed on July 1, 1993 with FRP.
(2) Includes a gain of $34.2 million, $18.2 million after taxes, from
    the Company's sale of its Sterlington, Louisiana, ammonia
    production facility, a charge of $5.3 million, $3.3 million after
    taxes, from the temporary shutdown and mothballing of the Company's
    uranium production facilities, and a charge of $165.5 million for
    the cumulative effect on prior years of adopting SFAS No. 109,
    "Accounting for Income Taxes" on July 1, 1991.
(3) Includes a gain of $17.9 million, $11.2 million after taxes, from
    the installment sale of certain potash reserve interests to the
    U.S. government.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.

                         RESULTS OF OPERATIONS

1995 vs. 1994
-------------

   IMC Global's net earnings for the year ended June 30, 1995 totaled
$114.7 million, or $3.88 per share, up significantly over last year
when the Company reported a net loss of $28.8 million, or $1.14 per
share.  Capitalizing on ideal business conditions throughout the year,
IMC Global recorded the highest sales and second best earnings in its
corporate history.

   Included in 1995 operating results were a one-time charge of $5.9
million, or $.20 per share, for the cumulative effect on prior years of
a change in accounting for postemployment benefits resulting from the
adoption of Statement of Financial Accounting Standards (SFAS) No. 112
on July 1, 1994 and an extraordinary charge of $6.5 million, or $.22
per share, related to the early extinguishment of debt.  In 1994, the
loss included an extraordinary charge of $25.2 million, or $1.00 per
share, related to the early extinguishment of debt; a charge of $20.3
million, $12.4 million after taxes, or $.49 per share, related to the
write-down of the Company's investment in an oil and gas joint venture;
and a charge of $4.1 million, or $.16 per share, for an adjustment to
the Company's net deferred tax liability for the effect of changes in
U.S. corporate tax rates.  Partially offsetting these charges was a
gain of $1.9 million, or $.07 per share, resulting from the sale by
IMC-Agrico of its Florida cattle ranch (IMC-Agrico still retains the
rights to phosphate rock reserves located on this property).  See Notes
to Consolidated Financial Statements for further discussion of these
non-recurring items.

   Net sales for 1995 were $1,924.0 million, a 34 percent increase over
1994 when sales were $1,441.5 million.  Sales were higher primarily due
to continued strong concentrated phosphate demand and record purchases
of potash and concentrated phosphates by China.  Product line sales
information may be found on page 2 of this annual report.

   Gross margins increased $240.9 million, or 116 percent over last
year, primarily due to higher margins for concentrated phosphates, a
$189 million increase; potash, a $30 million increase; high-value crop
nutrients, a $5 million increase, and phosphate rock, a $4 million
increase.

   Concentrated phosphate margins increased significantly primarily due
to higher prices ($217 million) and volume ($57 million) as average
diammonium phosphate (DAP) sales realizations increased 25 percent over
the same period a year ago.  Domestically, sales volume was marginally
lower, due primarily to abnormally wet weather in the spring which
delayed fieldwork, planting and, therefore, crop nutrient shipments.
However, record purchases by China resulted in a 38 percent increase in
export volume when compared to last year.  Partially offsetting the
price and volume increases were higher production costs ($85 million)
primarily due to higher raw material costs and, to a lesser degree,
remediation costs associated with a sinkhole at the IMC-Agrico's New
Wales concentrated phosphate production facility in Florida.  See
"Other Matters" below and Note 5 of Notes to Consolidated Financial
Statements for further discussion of the sinkhole.

   Potash margins also increased primarily due to higher sales volume
($12 million) as export shipments rose 37 percent, reflecting record
potash purchases by China.  In addition, domestic potash shipments rose
5 percent over a year ago.  As a result, producer inventory levels were
below normal and resulted in higher prices ($14 million) as demand
increased during the year.  Production costs were lower ($4 million)
due primarily to lower water inflow control spending at the Company's
potash mines in Canada.

   High-value crop nutrient margins increased primarily due to
increased price ($6 million) and sales volume ($3 million) as the
Company's Rainbow division recorded record shipments (a 13 percent
increase) primarily due to increased plantings of cotton, corn and hay,
all of which use premium, higher-margin crop nutrients.  Partially
offsetting these increases were higher production costs ($4 million)
primarily due to higher raw material costs.

   Phosphate rock margins increased primarily due to increased sales
volume and price ($12 million), mostly due to the addition of a new
long-term supply contract to 1995 operating results.  Partially
offsetting the increase were higher production costs ($8 million) as
excessive rainfalls in Florida early in the first half of fiscal 1995
affected phosphate rock production levels.  In addition, costs were
incurred in the startup of IMC-Agrico's previously idled Payne Creek
mine, while repair and cleanup costs associated with earthen dam
breaches at IMC-Agrico's Payne Creek and Hopewell phosphate mining
facilities in Florida also contributed to higher costs.

   Selling, general and administrative expenses increased $9.2 million
over the same period a year ago primarily due to higher legal expenses
and charges related to shifting the marketing and administrative
functions of PhosChem to its member companies.

   Other operating income and expense in 1995 included a gain of $5.0
million from the sale of land in Florida and $3.0 million from the
amortization of a deferred gain resulting from the exchange of the
Company's phosphate business in 1994 for a 56.5 percent interest in
IMC-Agrico.  In 1994, other operating income and expense included $16.0
million (including $12.7 million related to finished goods inventory)
of such amortization.

   Interest charges in 1995 were $28.8 million lower than last year as
the Company purchased and retired $165.0 million of its high-cost,
long-term indebtedness throughout the year.


1994 vs. 1993
-------------

   IMC Global's results of operations for the year ended June 30, 1994
showed significant improvement over the previous year.  In fiscal 1994,
the Company incurred a net loss of $28.8 million, or $1.14 per share.
This compared to a net loss of $167.1 million. or $7.57 per share, a
year ago.

   In 1994, the loss included an extraordinary charge of $25.2 million,
or $1.00 per share, related to the early extinguishment of debt; a
charge of $20.3 million, $12.4 million after taxes, or $.49 per share,
for the write-down of an oil and gas investment; and a charge of $4.1
million, or $.16 per share, for an adjustment to the Company's deferred
tax liability for the effect of changes in U.S. corporate tax rates.
Partially offsetting these charges was a gain of $1.9 million, or $.07
per share, resulting from the sale by IMC-Agrico of its Florida cattle
ranch (IMC-Agrico still retains the rights to phosphate rock reserves
located on this property).  See Notes to Consolidated Financial
Statements for further discussion of these non-recurring items.

   In 1993, the loss included a one-time charge of $47.1 million, or
$2.13 per share, for the cumulative effect on prior years of a change
in accounting for postretirement benefits as a result of the adoption
of SFAS No. 106 as of July 1, 1992; a charge of $109.1 million, or
$4.94 per share, from the settlement of litigation resulting from an
explosion at a Sterlington, Louisiana, nitroparaffins plant managed by
the Company; and a charge of $11.4 million, or $.52 per share, related
to the settlement of an insurance claim receivable resulting from a
water inflow at the Company's potash mines in Canada.  See Notes to
Consolidated Financial Statements for further discussion of these non-
recurring items.

   Excluding the non-recurring items described above, the Company had
net earnings in 1994 of $11.0 million, or $.44 per share, compared to
1993 earnings of $.5 million, or $.02 per share.

   IMC-Agrico, a joint venture partnership between IMC, a subsidiary of
the Company, and FRP, began operations July 1, 1993 and is consolidated
for financial reporting purposes.  Comparisons between the years ended
June 30, 1994 and 1993 have been made, where applicable, on a pro forma
basis assuming IMC-Agrico had begun operations on July 1, 1992.

   Net sales for 1994 were $1,441.5 million, compared to $897.1 million
in 1993.  On a pro forma basis, 1993 sales would have been $1,470.3
million.  The sales decline in 1994 as compared to 1993 on a pro forma
basis reflected the Company's decision to reduce production at its
concentrated phosphate production facilities consistent with its policy
to better match production with demand.

    Gross margins increased $82.7 million from 1993.  On a pro forma
basis, gross margins would have increased $90.1 million, or 77 percent,
primarily due to higher margins for concentrated phosphates.

   Concentrated phosphate margins increased primarily due to higher
prices throughout the year. DAP sales realizations were, at year end,
50 percent higher than last year as DAP prices rose from a 20-year low
of $100 per ton.  Other related concentrated phosphate products showed
similar price improvements.  Several factors contributed to this rise
in prices.  Domestic crop nutrient consumption increased 4 percent as
farmers sought to recover from 1993's generally poor harvest due
primarily to flooding in the Midwest.  Internationally, China, a major
concentrated phosphate customer, increased crop nutrient imports after
a reduction in exchange rate subsidies resulted in a 50 percent drop in
U.S. DAP imports in 1993.  The Former Soviet Union reduced its exports
of crop nutrient products dramatically over 1993 when, in an attempt to
increase foreign exchange and hard currency reserves, it sold
concentrated phosphates at below market price levels.  Unit production
costs were lower when compared to last year, in spite of sharply higher
ammonia prices, primarily due to lower raw material costs for sulphur.

   Potash margins remained largely unchanged as favorable production
costs ($11 million), primarily from lower water inflow control
spending, were almost totally offset by a 9 percent decrease in prices
($9 million) and lower sales volume ($1 million).  Sulphur production
at Main Pass continued to exceed design capacity and averaged 6,250
tons per day by the end of fiscal 1994.

   Selling, general and administrative costs increased $5.6 million
primarily resulting from higher legal expenses and increased sales
commissions.

   Interest charges were $36.2 million higher than last year as a
result of higher average debt balances and lower capitalized interest
as the Main Pass sulphur mine became operational in 1994.

   The Company's effective tax rate of 146.2 percent for 1994 reflected
the impact of foreign earnings (at higher foreign tax rates) and the
inclusion of non-recurring items which impacted domestic operating
results for 1994.  If such non-recurring items (described above) were
excluded, the effective tax rate would have been 53.9 percent.  See
Note 15 of Notes to Consolidated Financial Statements for further
discussion of income taxes.


                    CAPITAL RESOURCES AND LIQUIDITY

   Working capital at June 30, 1995 was $252 million compared to $325
million at June 30, 1994.  The decrease was due primarily to lower
accounts receivable as a result of the sale of $50 million receivable
interests discussed in Note 7 of Notes to Consolidated Financial
Statements.  The Company's working capital ratio at June 30, 1995 was
2.0 versus 2.6 at June 30, 1994.  Debt to total capitalization improved
to 40.7 percent at June 30, 1995 compared to 51.3 percent a year ago,
which, along with increased earnings, reflected management's efforts to
reduce high-cost, long-term indebtedness.  Total long-term debt at June
30, 1995 was $524.3 million, a $164.9 million reduction when compared
to June 30, 1994.

   At June 30, 1995, the Company had an unsecured revolving credit
facility (the Working Capital Facility) under which the Company could
borrow up to $100 million for general corporate purposes until June 30,
1996.  At June 30, 1995, $29.6 million was drawn down under the Working
Capital Facility in the form of letters of credit principally to
support industrial revenue bonds and other debt and credit risk
guarantees.  There were no other borrowings under the Working Capital
Facility at June 30, 1995.

   In July 1995, the Company entered into a new unsecured revolving
credit facility (the New Credit Facility) with a group of banks which
extended the length and credit limit of the Working Capital Facility.
Under the terms of the New Credit Facility, the Company may borrow up
to $150 million until July 31, 2000.

   IMC-Agrico also has an agreement with a group of banks to provide it
with a $75 million unsecured revolving credit facility (the Partnership
Working Capital Facility) initially until February 1997.  At June 30,
1995, $12.5 million was drawn down in the form of letters of credit.
There were no other borrowings under this agreement at June 30, 1995.

   The Working Capital Facility and certain note obligations contain
provisions which restrict the Company's ability to make capital
expenditures and dispose of assets, limit the payment of dividends or
other distributions to stockholders, and limit the incurrence of
additional indebtedness.  The Working Capital Facility also contains
financial ratios and tests which must be met with respect to interest
and fixed charge coverage, tangible net worth, working capital and debt
to total capitalization.  In addition, the Partnership Working Capital
Facility contains financial ratios and tests with respect to fixed
charge coverage, current ratio and minimum net partners' capital
requirements.  The Partnership Working Capital Facility also places
limitations on indebtedness of IMC-Agrico and restricts the ability of
IMC-Agrico to make cash distributions in excess of Distributable Cash
(as defined).  The Company and IMC-Agrico are currently in compliance
with all of the covenants in the indentures and other agreements
governing their indebtedness.

   In October 1994, IMC-Agrico entered into a one-year agreement with a
financial institution to sell, on an ongoing basis, an undivided
percentage interest in a designated pool of receivables in an amount
not to exceed $75 million.  At June 30, 1995, IMC-Agrico had sold $50
million of such receivable interests.  The Company's portion of the
proceeds from the initial sale of receivable interests ($32.5 million)
was used primarily to retire long-term debt.

   The Company estimates that its capital expenditures for 1996 will
total approximately $81 million (including $59 million by IMC-Agrico
and $14 million relating to environmental matters).  The Company
expects to finance these expenditures (including its portion of
IMC-Agrico's capital expenditures) from operations.  See "Other
Matters" for a discussion of environmental capital expenditures.

   Since December 1985, the Company has experienced an inflow of water
into one of its two interconnected potash mines in Saskatchewan,
Canada.  As a result, the Company has suffered losses and has been
forced to undertake substantial remedial efforts to stop the flooding.
The Company's share of expenditures for ongoing remedial efforts
totaled $14 million in 1995 and is expected to total approximately $15
million in 1996.

   The Company has significantly reduced the water inflow since the
initial discovery and has been able to meet all sales obligations and
requirements from production at the mines.  Despite the relative
success of such measures, there can be no assurance that the amounts
required for remedial efforts in future years will not increase or that
inflows will not increase to a level which would cause the Company to
abandon the mines.  There can be no assurance that such action would
not have a material adverse effect on the Company.  However, the
long-term outlook of the water inflow has caused the Company to
consider alternatives to its current mining operations and studies are
under way in this regard.  Any solution to the water inflow situation
at the mines could result in substantial capital expenditures and/or
charges to operations.  The Company does not presently have in place,
nor can it reasonably obtain, any insurance to cover damage to its
underground potash operations.

   In July 1994, IMC-Agrico entered into an option agreement with
Mississippi Chemical Corporation (MCC) to purchase 9,472 acres of land
in Florida (the Property).  The Property, along with 2,508 acres of
land previously purchased from MCC (the Adjacent Property), contains
approximately 87.5 million tons of phosphate rock reserves.  The option
period began July 16, 1994 and will expire January 16, 1998.  During
this time, IMC-Agrico may exercise its option to purchase the Property
or it may continue to make annual payments ranging from $1.0 million to
$3.0 million to keep the option in effect.  If IMC-Agrico exercises its
option prior to its expiration, the purchase price will be financed by
MCC over a six-year term at interest rates approximating IMC-Agrico's
borrowing rate.  If IMC-Agrico fails to make an option payment during
the option period or fails to exercise its option by January 16, 1998,
MCC has the right to sell the Property to IMC-Agrico , and IMC-Agrico
will be obligated to purchase the property for a specified amount.  If
the option to purchase the Property is not exercised by IMC-Agrico and
MCC does not exercise its right to sell the Property to IMC-Agrico, MCC
has the right to purchase the Adjacent Property from IMC-Agrico for a
specified amount.  In fiscal 1995, IMC-Agrico paid $3.0 million to keep
the option in effect.

   During fiscal 1995, the Company utilized $488.6 million of cash from
operations to distribute $228.1 million of cash sharing distributions
to FRP, $165.0 million to purchase and retire portions of the Company's
outstanding Senior Notes and $64.2 million to fund capital
expenditures.  Further information on the Company's consolidated cash
flows for the past three years may be found on the Consolidated
Statement of Cash Flows on page 34 of this annual report.

   In April 1993, the Company's Board of Directors voted to suspend
cash dividend payments on its common stock as a result of business
conditions at the time.  In December 1994, after a period of favorable
operating results, the Company's Board of Directors voted to reinstate
dividend payments.  As a result, for the year ended June 30, 1995, the
Company paid $8.8 million of cash dividends.  The Company's debt
instruments contain provisions which limit the Company's ability to pay
dividends on its common stock.

   The Company does not consider the impact of inflation to be
significant in the business in which it operates.


                       JOINT VENTURE PARTNERSHIP

    On July 1, 1993, IMC and FRP contributed their respective phosphate
businesses, including the mining and sale of phosphate rock and the
production, distribution and sale of concentrated phosphates, uranium
oxide and related products, to a joint venture partnership in return
for a 56.5 percent and 43.5 percent economic interest, respectively, in
IMC-Agrico , over the term of the partnership.  IMC-Agrico is governed
by a Policy Committee which has equal representation from each company
and is being operated by an affiliate of the Company.  The partnership
agreement contains a cash sharing arrangement under which distributable
cash, as defined in the agreement, was shared at a ratio of 45.0
percent and 55.0 percent in 1995 to IMC and FRP, respectively, and will
be adjusted thereafter until 1998 when the sharing ratio will be fixed
at 59.4 percent and 40.6 percent to IMC and FRP, respectively.


                SULPHUR AND OIL & NATURAL GAS VENTURES

   The Company has a 25 percent interest in the Main Pass 299 sulphur
mine located in the Gulf of Mexico.  In fiscal 1995, FRP, the joint
venture operator, produced sulphur at levels which averaged 6,263 long
tons per day or 2.3 million long tons per year.  This production level
exceeded the plant's designed operating rate of 5,500 long tons per
day.  Using a hot-water injection process, Main Pass is one of the most
thermally efficient sulphur mines ever operated.  The Company's share
of sulphur produced is used to satisfy a portion of the Company's
obligations to supply sulphur to IMC-Agrico for the production of
concentrated phosphates.  At June 30, 1995, the underwater sulphur
deposit contained an estimated 69.2 million long tons of recoverable
sulphur, or 17.3 million long tons net to the Company, before
royalties.

   Oil and gas reserves which are located in the same immediate area
are also being developed.  At June 30, 1995, the field contained proved
and probable reserves of 3.2 million barrels of oil.  All gas
production is consumed internally in heating water for extraction of
sulphur.


                             OTHER MATTERS

   The Company is subject to various environmental laws and regulations
in the United States and Canada.  Although significant capital
expenditures and operating costs have been and will continue to be
incurred based on these requirements, the Company does not believe they
have had a material adverse effect on its business.  However, the
impact of future laws and regulations or of future changes to existing
laws and regulations cannot be predicted.

   Environmental capital expenditures for the past fiscal year were
primarily related to air emission control, wastewater treatment and
solid waste disposal, and totaled approximately $5.0 million in fiscal
1995.  In addition, expenditures for land reclamation activities
totaled $14.5 million.  For fiscal 1996, the Company expects
environmental capital expenditures to be approximately $14.0 million
and expenditures for land reclamation activities to be approximately
$18.0 million.

   Florida law may require that IMC-Agrico close one or more of its
unlined phosphogypsum stacks and/or associated cooling ponds in 2001,
if any are shown to be negatively impacting groundwater standards.  IMC-
Agrico cannot predict at this time whether any of its stacks or ponds
will have to be closed; however, the cost of closing could be
significant.

   The 1990 Clean Air Act Amendments require certain sources to control
emissions of hazardous air pollutants and by the year 2000 the
Environmental Protection Agency (U.S. EPA) will have promulgated
standards applicable to certain of the Company's operations.  At this
time, the Company cannot estimate the costs of compliance with such
future standards.

   In 1994, a large hole (believed to have been caused by a sinkhole)
was discovered during a routine inspection of the top of the north
phosphogypsum stack at IMC-Agrico's New Wales, Florida concentrated
phosphate production facility.  The Florida Department of Environmental
Protection (DEP) was notified and IMC-Agrico pumped grout material into
the sinkhole, thereby plugging it and preventing further collapse at a
cost of approximately $6.8 million.  DEP required IMC-Agrico to install
additional groundwater monitoring wells and samples from these wells
indicate that only sulfate exceeds Florida secondary drinking water
standards.  Furthermore, it appears that the pumping action of the New
Wales production wells has caused impacts from the sinkhole to be
contained on-site to date.

   As a result of earlier, unrelated findings of elevated sulfate
levels at the New Wales site, IMC-Agrico had been required by the
Central Florida Regional Planning Council (the Council) before
September 1997 to plug certain former recharge wells, believed to be
the source of elevated sulfate levels, and either to show that the
groundwater sulfate levels had returned to acceptable standards or to
line or relocate the cooling pond associated with the stack.
Monitoring data gathered between July 1993 and June 1994 evidenced a
consistent downward trend in the sulfate levels and the Council was
informed in writing of the success of plugging the recharge wells;
however, when the sinkhole discussed above was discovered, a sharp
increase in sulfate levels was noted.  If the sulfate levels continue a
downward trend, as current data suggests, IMC-Agrico will likely meet
the September 1997 deadline.  If the levels do not reach acceptable
standards, IMC-Agrico will request an extension of this deadline. If
IMC-Agrico were required to line or relocate the cooling pond, the
estimated cost could be between $35 million and $68 million.

   Two earthen dams at IMC-Agrico's phosphate rock mining facilities in
Florida were breached during calendar 1994.  The appropriate
governmental agencies were notified and corrective  measures were
promptly implemented.  Property damage to neighbors has been estimated
to be no more than $1.5 million; IMC-Agrico's insurers, apparently,
will cover some of this amount.   The State issued a notice of
violation to IMC-Agrico for each breach, and, based on current
negotiations, potential penalties are not expected to be material.

   CERCLA, also known as "Superfund," imposes liability, without regard
to fault or to the legality of a party's conduct, on certain categories
of persons that are considered to have contributed to the release of
"hazardous substances" into the environment.  Currently, the Company is
involved or concluding involvement at between 15 and 20 Superfund
sites.  With two possible exceptions, discussed below, at none of these
sites is the Company's liability currently expected to be material.  As
more information is obtained regarding the sites and the PRPs
(potentially responsible parties) involved, this expectation may
change.

   At the Old Marsh Site and the Petroleum Products Site, the lack of
information regarding the Company's level of involvement makes it very
difficult to estimate the Company's share (if any) of investigative and
cleanup costs.  In the former case, a corporation has brought a cost
recovery action against certain other PRPs for recovery of the $11.5
million spent to clean up the Old Marsh Site, located in Maricopa
County, Arizona.  (Goodyear Farms, Inc. et al. v. Estrella Flying
Services, Inc. et al. (D. Ariz.)).  The Company received a vague and
ambiguous summons and third-party complaint in this case.  The Company
has requested additional information from counsel for third-party
plaintiffs and is considering how to proceed in this matter.

   IMC-Agrico is one of 70 PRPs participating in the investigation of
the Petroleum Products Site and has a known allocation, to date, of
20,774 gallons of waste oil. As of August 1995, IMC-Agrico ranks 27th
out of the 70-member PRP group.  Because the investigation of the site
is incomplete and the required remedy has not been determined, a
reliable cleanup cost cannot be estimated.  However, estimates as high
as $40 to $50 million have been made.  While IMC-Agrico does not
anticipate that the remedy will cost that much or that its share of the
costs will be de minimis, an estimate of IMC-Agrico's total
contribution cannot be made at this time.


Item 8.                               Financial Statements and
Supplementary Data.
                                                            Page
                                                            ----

  Report of Independent Auditors                             31

  Consolidated Statement of Operations                       32

  Consolidated Balance Sheet                                 33

  Consolidated Statement of Cash Flows                       34

  Consolidated Statement of Changes in Stockholders' Equity  35

  Notes to Consolidated Financial Statements                36-51

  Supplementary Financial Information - Quarterly
   Results (Unaudited)                                      52-53








REPORT OF INDEPENDENT AUDITORS


To the Board of Directors and Stockholders
of IMC Global Inc.

    We have audited the accompanying consolidated balance sheet of IMC
Global Inc. (formerly IMC Fertilizer Group, Inc.) as of June 30, 1995
and 1994, and the related consolidated statements of operations, cash
flows, and changes in stockholders' equity for each of the three years
in the period ended June 30, 1995.  These financial statements are the
responsibility of the Company's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

    We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion.

    In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position
of IMC Global Inc. at June 30, 1995 and 1994, and the consolidated
results of its operations and its cash flows for each of the three
years in the period ended June 30, 1995, in conformity with generally
accepted accounting principles.

    As discussed in the Notes to Consolidated Financial Statements, the
Company changed its method of accounting for postemployment benefits in
1995.



                                                      Ernst & Young LLP

Chicago, Illinois
July 26, 1995

IMC GLOBAL INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(In millions except per share amounts)



                                             Years ended June 30,
                                              1995      1994     1993
-----------------------------------------------------------------------
Net sales                                  $1,924.0  $1,441.5 $  897.1
Cost of goods sold                          1,475.5   1,233.9    772.2
                                           --------  -------- --------
 Gross margins                                448.5     207.6    124.9
Selling, general and administrative expenses   75.2      66.0     60.4
Sterlington litigation settlement, net                           169.1
Other operating (income) and expense, net      (8.5)    (25.7)    25.1
                                           --------  -------- --------
 Operating earnings (loss)                    381.8     167.3   (129.7)

Equity in (earnings) loss of oil and gas
 joint venture                                 (3.1)     20.0     (3.3)
Interest earned and other non-operating
 (income) and expense, net                     (3.1)      3.4      6.1
Interest charges                               52.2      81.0     44.8
                                           --------  -------- --------
Earnings (loss) before minority
 interest and items noted below               335.8      62.9   (177.3)
Minority interest in earnings of
 consolidated joint venture                   128.4      55.1
                                           --------  -------- --------
Earnings (loss) before items noted below      207.4       7.8   (177.3)
Provision (credit) for income taxes            80.3      11.4    (57.3)
                                           --------  -------- --------
Earnings (loss) before extraordinary
 item and cumulative effect of
 accounting changes                           127.1      (3.6)  (120.0)
Extraordinary loss - debt retirement           (6.5)    (25.2)
Cumulative effect on prior years of
 changes in accounting for post-
 employment benefits in 1995 and
 postretirement benefits other than
 pensions in 1993                              (5.9)             (47.1)
                                           --------  -------- --------
 Net earnings (loss)                       $  114.7  $  (28.8) $(167.1)
                                           ========  ======== ========

Earnings (loss) per share:
 Earnings (loss) before extraordinary
  item and cumulative effect of
  accounting changes                       $   4.30  $   (.14) $ (5.44)
 Extraordinary loss - debt retirement          (.22)    (1.00)
 Cumulative effect of  accounting
  changes                                      (.20)             (2.13)
                                           --------  -------- --------
   Net earnings (loss)                     $   3.88  $  (1.14) $ (7.57)
                                           ========  ======== ========
                                   
                                   
                                   
           (See Notes to Consolidated Financial Statements)
IMC GLOBAL INC.
CONSOLIDATED BALANCE SHEET
(Dollars in millions except per share amounts)


                                                  At June 30,

Assets                                       1995          1994
-----------------------------------------------------------------
Current assets:
 Cash and cash equivalents               $   196.1     $   169.0
 Receivables, net                             48.6         109.1
 Inventories
   Products (principally finished)           185.6         185.5
   Operating materials and supplies           68.8          67.6
                                          --------      --------
                                             254.4         253.1
 Prepaid expenses                              5.3           2.8
                                          --------      --------
   Total current assets                      504.4         534.0
Investment in oil and gas joint venture       16.0          19.0
Property, plant and equipment              3,455.2       3,394.1
Accumulated depreciation and depletion    (1,587.0)     (1,466.7)
                                          --------      --------
 Net property, plant and equipment         1,868.2       1,927.4
Deferred income taxes                        241.2         223.6
Other assets                                  63.4          74.3
                                          --------      --------
Total assets                              $2,693.2      $2,778.3
                                          ========      ========

Liabilities and Stockholders' Equity
-----------------------------------------------------------------
Current liabilities:
 Accounts payable                        $   106.0     $   110.3
 Accrued liabilities                         137.2          98.0
 Current maturities of long-term debt          8.8           1.1
                                          --------      --------
   Total current liabilities                 252.0         209.4
Long-term debt, less current maturities      515.5         688.1
Deferred income taxes                        399.2         372.6
Other noncurrent liabilities                 283.7         275.1
Minority interest in consolidated
 joint venture                               479.9         578.1
Stockholders' equity:
 Common stock, $1 par value,
  authorized 50,000,000 shares;
  issued 32,302,029 and 32,232,865
  shares in 1995 and 1994, respectively       32.3          32.2
 Capital in excess of par value              738.4         736.2
 Retained earnings (deficit)                  99.6          (6.3)
 Treasury stock, at cost, 2,776,420
  and 2,770,259 shares in 1995 and 1994,
  respectively                              (107.4)       (107.1)
                                          --------      --------
   Total stockholders' equity                762.9         655.0
                                          --------      --------
Total liabilities and stockholders' equity$2,693.2      $2,778.3
                                          ========      ========
           (See Notes to Consolidated Financial Statements)
IMC GLOBAL INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(In millions)

                                              Years ended June 30,
                                               1995    1994      1993
-----------------------------------------------------------------------
Cash Flows from Operating Activities
------------------------------------
 Net earnings (loss)                         $ 114.7  $ (28.8) $(167.1)
 Adjustments to reconcile net earnings
  (loss) to net cash provided by operating
  activities:
   Depreciation, depletion and amortization    134.4    122.4     61.5
   Minority interest in earnings of
    consolidated joint venture                 128.4     55.1
   Postemployment employee benefits              9.5
   Deferred income taxes                         9.0      1.6    (78.4)
   Cash distributions in excess of equity
    in operating results of oil and gas
    joint venture (including a $20.3 write-
    down in 1994)                                4.7     36.1     18.6
   Postretirement employee benefits                       8.4     82.8
   Sterlington litigation settlement                    (80.0)    80.0
   Loss on insurance claim settlement                             11.4
   Other charges and credits, net               (6.3)   (42.9)     8.0
   Changes in:
     Receivables, net                           60.5     81.2     22.3
     Inventories                                (1.3)    46.6      3.5
     Prepaid expenses                           (2.5)     9.5     (2.3)
     Accounts payable                           (1.7)   (32.3)   (18.9)
     Accrued liabilities                        39.2    (33.8)     4.8
                                             -------  -------  -------
       Net cash provided by operating
        activities                             488.6    143.1     26.2
                                             -------  -------  -------

Cash Flows from Investing Activities
------------------------------------
 Capital expenditures                          (64.2)   (40.7)  (106.1)
 Sales of property, plant and equipment          6.2     19.9       .5
 Investment in oil and gas joint venture        (1.7)             (3.3)
                                             -------  -------  -------
   Net cash used in investing activities       (59.7)   (20.8)  (108.9)
                                             -------  -------  -------
   Net cash provided (used) before
    financing activities                       428.9    122.3    (82.7)
                                             -------  -------  -------

Cash Flows from Financing Activities
------------------------------------
 Joint venture cash distributions to FRP      (228.1)  (146.8)
 Payments of long-term debt                   (166.0)  (349.0)   (66.9)
 Proceeds from issuance of long-term
  debt, net                                      1.1    175.4    246.4
 Cash dividends paid                            (8.8)            (17.8)
 Issuances of common stock from treasury                255.5
                                             -------  -------  -------
   Net cash (used in) provided by
    financing activities                      (401.8)   (64.9)   161.7
                                             -------  -------  -------

Net increase in cash and cash equivalents       27.1     57.4     79.0
Cash and cash equivalents-beginning of year    169.0    111.6     32.6
                                             -------  -------  -------
Cash and cash equivalents-end of year        $ 196.1  $ 169.0  $ 111.6
                                             =======  =======  =======

Supplemental cash flow disclosures:
 Interest paid                               $  53.8  $  78.0  $  73.0
 Income taxes paid (refunded)                $  44.5  $  (4.8) $   8.8

           (See Notes to Consolidated Financial Statements)
IMC GLOBAL INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(In millions except per share amounts)


                                   Capital     Retained
                       Common      in Excess   Earnings  Treasury
                         Stock   of Par Value  (Deficit)  Stock
-----------------------------------------------------------------------
Balance at June 30, 1992      $   32.1    $ 768.0    $ 207.4   $(392.1)

 Net loss                                             (167.1)
 Dividends ($.81 per share)                            (17.8)
 Restricted stock awards            .1         .3                  (.6)
 Stock options exercised                       .1
                               -------    -------     -------  -------
Balance at June 30, 1993          32.2      768.4       22.5    (392.7)

 Net loss                                              (28.8)
 Sale of common stock                       (34.1)               289.7
 Restricted stock awards                      1.7                 (4.1)
 Stock options exercised                       .2
                               -------    -------     -------  -------
Balance at June 30, 1994          32.2      736.2       (6.3)   (107.1)

 Net earnings                                          114.7
 Dividends ($.30 per share)                             (8.8)
 Restricted stock awards                       .3
 Stock options exercised            .1        1.9                  (.3)
                               -------    -------     -------  -------
Balance at June 30, 1995       $  32.3    $ 738.4    $  99.6   $(107.4)
                               =======    =======     =======  =======

                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
           (See Notes to Consolidated Financial Statements)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions except as otherwise indicated)


1.  Business of the Company
    -----------------------
    IMC Global Inc. (the Company), formerly IMC Fertilizer Group, Inc.,
which operates in a single industry segment, is the parent corporation
of several subsidiaries and joint venture operations which together
comprise one of the world's leading producers of crop nutrients for the
international agricultural community.  The Company mines and processes
potash in the United States and Canada, and is a joint-venture partner
in IMC-Agrico Company, the nation's largest producer, marketer and
distributor of phosphate crop nutrients.  The Company also manufactures
and markets specialized, high-value crop nutrients through its Rainbow
division and through interests in other joint ventures, produces
sulphur and oil & natural gas.


2.  Accounting Policies
    -------------------

Basis of Presentation
---------------------
    The consolidated financial statements include the accounts of IMC
Global Inc. and all subsidiaries which are more than 50 percent owned
and controlled.  The Consolidated Financial Statements also include the
accounts of IMC-Agrico, a joint venture partnership with FRP formed on
July 1, 1993.  The Company also consolidates its proportionate share of
the assets and liabilities of the Company's sulphur venture, while its
25 percent investment in its oil and natural gas venture is accounted
for using the equity method.  All significant intercompany accounts and
transactions are eliminated in consolidation.  Certain amounts in the
consolidated financial statements for periods prior to June 30, 1995
have been reclassified to conform to the current presentation.  The
Company's fiscal year ends June 30.

Cash Equivalents
----------------
    The Company considers all highly liquid investments with an
original maturity of three months or less to be cash equivalents which
are reflected at their approximate fair value.  The effect of foreign
currency exchange rate fluctuations on the total cash and cash
equivalents balance was not significant.

Inventories
-----------
    Inventories are valued at the lower of cost or market (net
realizable value).  Cost for substantially all inventories is
determined on a cumulative annual average basis.

Property, Plant and Equipment
-----------------------------
    Property, plant and equipment are carried at cost.  Cost of
significant assets includes capitalized interest incurred during the
construction and development period.  Expenditures for replacements and
improvements are capitalized; maintenance and repair expenditures are
charged to operations when incurred.

    Depreciation and depletion expenses for mining and production
operations, including mineral interests, are determined using the unit-
of-production method based on estimates of recoverable reserves.  Other
asset classes or groups are depreciated or amortized on a straight-line
basis over their estimated useful lives as follows:  buildings, 17 to
50 years; machinery and equipment, five to 25 years.

Postemployment Benefits
-----------------------
    The Company provides benefits such as workers' compensation and
disabled employee medical care to former or inactive employees after
employment but before retirement.  Effective July 1, 1994, the Company
adopted SFAS No. 112, "Employers' Accounting for Postemployment
Benefits," which requires the Company to accrue the cost of providing
such postemployment benefits when the event occurs giving rise to the
obligation.

Accrued Reclamation Costs
-------------------------
    The Company is subject to various laws and regulations which
require the reclamation of certain mineral and related properties. The
cost of restoring lands disturbed by mining and concentrated phosphate
production activities includes earthmoving, dewatering and revegetation
activities.  The Company accrues for reclamation costs in accordance
with approved reclamation plans using estimates of future expenditures
based on an inflation rate of 3 percent and discount rates
approximating 7 percent at June 30, 1995.  As reclamation laws and
regulations change, revisions to current estimates are made.

Derivatives
-----------
    The Company periodically enters into futures contracts to manage
its exposure to price fluctuations on one of its major products.  Net
hedging gains and losses are recognized as a part of the transactions
hedged and were not significant in 1995.  The Company monitors its
market risk on an ongoing basis and considers its risk to be minimal.

Earnings Per Share
------------------
    Earnings per share are based on the weighted average number of
shares and equivalent shares outstanding.  Shares used in the
calculations were 29,595,071, 25,256,999 and 22,082,053 shares for the
years ended June 30, 1995, 1994 and 1993, respectively.  Fully diluted
earnings per share are not significantly different from primary
earnings per share and, accordingly, are not presented.


3.  Joint Venture Partnership
    -------------------------
    On July 1, 1993, IMC and FRP entered into a joint venture
partnership in which both companies contributed their respective
phosphate businesses to create IMC-Agrico, a Delaware general
partnership, in return for a 56.5 percent and a 43.5 percent economic
interest, respectively, in IMC-Agrico.  The activities of IMC-Agrico,
which is operated by the Company, include the mining and sale of
phosphate rock, and the production, distribution and sale of
concentrated phosphates, uranium oxide and related products.

    For financial reporting purposes, the acquisition of 56.5 percent
of FRP's phosphate business net assets is being accounted for as a
purchase and resulted in a deferred gain which is recognized in the
Consolidated Statement of Operations as the related FRP assets are
being used in operations, generally over 20 years.  Other operating
income and expense, net included $3.0 million from the amortization of
such gain for the year ended June 30, 1995 versus $16.0 million
(including $12.7 million related to finished goods inventory) in 1994.
FRP's 43.5 percent interest in IMC-Agrico has been reported as minority
interest in consolidated joint venture on the Company's Consolidated
Balance Sheet; and the earnings therefrom have been reported as
minority interest in earnings of consolidated joint venture on the
Company's Consolidated Statement of Operations.

    IMC-Agrico makes cash distributions to each partner based on
formulas and sharing ratios as defined in the partnership agreement.
For the year ended June 30, 1995, distributable cash generated by IMC-
Agrico totaled $467.4 million, of which $254.9 million was distributed
to FRP, including $49.0 million to be distributed in August 1995.


4.  Sterlington Litigation
    ----------------------
    Operating earnings for the year ended June 30, 1993 included a
charge of $169.1 million, net of insurance recoveries and legal fees,
which reflected settlement of a lawsuit for damages arising out of an
explosion at a nitroparaffins plant in Sterlington, Louisiana.  The
Company is defending other lawsuits for property damage and personal
injury arising out of this explosion and has established a reserve to
cover the estimated cost of resolving the remaining lawsuits.  See Note
19 for further discussion of this litigation.


5.  Other Non-Recurring Operating Items
    -----------------------------------
    In addition to the amortization of the deferred gain discussed in
Note 3, other operating income and expense, net, in 1995, included
provisions totaling $10.3 million ($5.8 million net of minority
interest) for remediation costs associated with a sinkhole beneath a
phosphogypsum storage stack at IMC-Agrico's concentrated phosphate
production facility in Florida and repair and cleanup costs related to
earthen dam breaches at IMC-Agrico's Payne Creek and Hopewell phosphate
mining facilities in Florida.  These charges were partially offset by a
gain of $5.0 million from the sale of land in Florida.  In 1994, other
operating income and expense, net included a gain of $5.5 million ($3.1
million net of minority interest) from IMC-Agrico's sale of its Florida
cattle ranch.  In 1993, other operating income and expense, net
included charges of $32.4 million from the settlement of a claim
relating to losses arising out of a water inflow at one of the
Company's potash mines in Canada and $3.0 million from the settlement
of an environmental issue.  1993 also included a gain of $8.1 million
from the resolution of a contract dispute with a major uranium
customer.


6.  Write-Down of Investment in Oil and Gas Joint Venture
    -----------------------------------------------------
    The Company's investment in its oil and gas joint venture is
subject to a quarterly ceiling limitation test based on a computed
value of the Company's share of future net revenues from proved
reserves using current prices.  Due to the low price of crude oil at
December 31, 1993, the Company was required to reduce the carrying
value of its investment in its oil and gas joint venture.  As a result,
the Company recorded a charge of $20.3 million in fiscal 1994 to
reflect this reduction.


7.  Receivables, Net
    ----------------
    Accounts receivable at June 30 were as follows:
                                             1995           1994
                                           --------       --------
       Trade accounts                       $ 83.3         $ 94.5
       Non-trade receivables                  18.0           16.8
                                            ------         ------
                                             101.3          111.3
       Less:
        Allowances                             2.7            2.2
        Receivable interests sold             50.0
                                            ------         ------
                                            $ 48.6         $109.1
                                            ======         ======
    In October 1994, IMC-Agrico entered into a one-year agreement with
a financial institution to sell, on an ongoing basis, an undivided
percentage interest in a designated pool of receivables, subject to
limited recourse provisions, in an amount not to exceed $75 million.
Related costs, charged to interest earned and other non-operating
income and expense totaled $2.5 million in 1995.  The Company's portion
of the proceeds from the initial sale of receivable interests ($32.5
million) was used primarily to retire long-term debt.


8.  Property, Plant and Equipment
    -----------------------------
    The Company's investment in property, plant and equipment (at cost)
at June 30 is summarized as follows:
                                              1995           1994
                                           ----------     ----------
       Land                                 $   79.2       $   79.8
       Mineral properties and rights           497.4          488.4
       Buildings and leasehold improvements    409.0          406.0
       Machinery and equipment               2,416.6        2,383.9
       Construction in progress                 53.0           36.0
                                             --------      --------
                                             3,455.2        3,394.1
       Accumulated depreciation              1,427.1        1,325.3
       Accumulated depletion                   159.9          141.4
                                             --------      --------
                                             1,587.0        1,466.7
                                             --------      --------
       Net property, plant and equipment    $1,868.2       $1,927.4
                                             ========      ========


9.  Accrued Liabilities
    -------------------
    Accrued liabilities at June 30 were as follows:
                                               1995           1994
                                              ------         ------
       Salaries, wages and bonuses            $ 26.3         $ 19.2
       Taxes other than income taxes            25.0           16.2
       Income taxes                             23.4            4.4
       Land reclamation                         15.5           13.5
       Interest                                  6.7            8.0
       Other                                    40.3           36.7
                                              ------         ------
                                              $137.2         $ 98.0
                                              ------         ------


10. Long-Term Debt
    --------------
    Long-term debt at June 30 consisted of the following:
                                                1995           1994
                                              ------         -------
    9.25% Senior notes, due 2000              $ 61.6         $111.2
    10.125% Senior notes, due 2001              60.4          116.5
    10.75% Senior notes, due 2003               54.3          113.6
    6.25% Convertible subordinated notes,
     due 2001                                  115.0          115.0
    9.45% Senior debentures, due 2011          100.0          100.0
    7.525% Industrial revenue bonds, due 2015   75.0           75.0
    7.7% Industrial revenue bonds, due 2022     26.8           25.6
    Other debt                                  31.2           32.3
                                              ------         ------
                                               524.3          689.2
    Less current maturities                      8.8            1.1
                                              ------         ------
                                              $515.5         $688.1
                                              ======         ======

   On June 30, 1995, the estimated fair value of long-term debt
described above was approximately the same as the carrying amount of
such debt on the Consolidated Balance Sheet.  The fair value was
calculated in accordance with the requirements of SFAS No. 107,
"Disclosures About the Fair Value of Financial Instruments," and was
estimated by discounting the future cash flows using rates currently
available to the Company for debt instruments with similar terms and
remaining maturities.

   In 1995, the Company purchased $165.0 million principal amount of
its Senior Notes prior to maturity.  As a result, the Company recorded
an extraordinary loss of $6.5 million, net of taxes, for redemption
premium incurred and write-off of previously deferred finance charges
in connection with the purchase of such Notes.  In 1994, the Company
recorded an extraordinary loss of $25.2 million, net of taxes, in
connection with the purchase of $220.0 million principal amount of its
11.25 percent Notes and $78.6 million of its Senior Notes.

   Under the Company's Working Capital Facility, the Company may borrow
up to $100 million for general corporate purposes until June 30, 1996.
Borrowings under the Working Capital Facility are limited to $40
million during a specified period in any year and bear interest at
rates based on a base rate, a three-month certificate of deposit rate
or an adjusted Eurodollar rate.  There is a commitment fee ranging from
1/4 to 1/2 percent (depending on the Company's leverage ratio) on the
unused portion of the credit line.  At June 30, 1995, $29.6 million was
drawn down in the form of standby letters of credit principally to
support the industrial revenue bonds and other debt and credit risk
guarantees.  There were no other borrowings under the Working Capital
Facility at June 30, 1995.

    The Working Capital Facility and the Company's Senior Notes contain
provisions which
(i) restrict the Company's ability to make capital expenditures and
dispose of assets, (ii) limit the payment of dividends or other
distributions to stockholders, and (iii) limit the incurrence of
additional indebtedness.  The Working Capital Facility also contains
financial ratios and tests which must be met with respect to interest
and fixed charge coverage, tangible net worth, working capital and debt
to total capitalization.  The Company is currently in compliance with
all of the covenants in the indentures and other agreements governing
its indebtedness.

   IMC-Agrico has an agreement with a group of banks to provide it with
a $75 million Partnership Working Capital Facility.  The Partnership
Working Capital Facility, which has a letter of credit subfacility for
up to $25 million, expires on February 9, 1997.  Borrowings under the
Partnership Working Capital Facility are unsecured with a negative
pledge on substantially all of IMC-Agrico's assets.  Borrowings under
the Partnership Working Capital Facility bear interest at rates based
on a base rate or an adjusted Eurodollar rate.  The Partnership Working
Capital Facility has minimum net Partners' capital, fixed charge and
current ratio requirements, and places limitations on indebtedness of
IMC-Agrico and restricts the ability of IMC-Agrico to make cash
distributions in excess of Distributable Cash (as defined).  At June
30, 1995, IMC-Agrico was in compliance with all of the covenants
governing this agreement.  There is a 1/4 percent commitment fee on the
unused portion of the credit line.  At June 30, 1995, IMC-Agrico had
drawn down $12.5 million under the letter of credit subfacility and had
no borrowings under the remainder of the Partnership Working Capital
Facility.

    The Convertible Subordinated Notes are exchangeable for
approximately 1.8 million shares of the Company's common stock at
$63.50 per share.

    Scheduled maturities of long-term debt for the next five years are
as follows:

            1996                       $  8.8
            1997                          1.7
            1998                          1.8
            1999                          2.0
            2000                         10.1


11. Interest Charges
    ----------------
    The Company capitalizes interest costs relating to the financing of
major projects under development.  All other interest is expensed as
incurred.
                                     1995      1994      1993
                                    -----     -----     -----
       Amount charged to expense   $52.2     $81.0     $44.8
       Amount capitalized             .2        .7      19.4
                                   -----     -----      -----
                                   $52.4     $81.7     $64.2
                                   =====     =====      =====


12. Other Noncurrent Liabilities
    ----------------------------
    Other noncurrent liabilities at June 30 were as follows:

                                             1995          1994
                                           -------       -------
       Postretirement employee benefits     $ 93.8        $ 91.2
       Land reclamation                       81.2          85.2
       Deferred gain                          43.7          46.7
       Postemployment employee benefits       15.9
       Other                                  49.1          52.0
                                             ------       ------
                                             ------       ------
                                            $283.7        $275.1
                                             ======       ======


13. Pension Plans
    -------------
    The Company has non-contributory pension plans that cover
substantially all of its employees.  Benefits are based on a
combination of years of service and compensation levels, depending on
the plan.  Generally, contributions to the U.S. plans are made to meet
minimum funding requirements of the Employee Retirement Income Security
Act of 1974 (ERISA), while contributions to Canadian plans are made in
accordance with Pension Benefits Acts, instituted by the provinces of
Saskatchewan and Ontario.

    Employees in the United States and Canada whose pension benefits
exceed Internal Revenue Code and Revenue Canada limitations,
respectively, are covered by supplementary non-qualified, unfunded
pension plans which are provided for by charges to earnings sufficient
to meet projected benefit obligations.

    The components of net pension expense, computed actuarially, were
as follows:

                                              1995      1994      1993
                                             ------    ------    ------
    Service cost for benefits earned
      during the year                        $ 9.0     $ 8.9     $ 6.5
    Interest cost on  projected benefit
     obligation                               14.7      13.1      13.4
    Return on plan assets                    (11.8)     (7.3)    (14.8)
    Net amortization and deferral              (.1)     (4.4)      5.3
                                             -----     -----     -----
    Net pension expense                      $11.8     $10.3     $10.4
                                             ======    =====     =====

    Net pension expense in 1993 included $1.6 million related to the
settlement of certain pension obligations.

    The plans' assets consist mainly of corporate equity and U.S.
government and corporate debt securities, and units of participation in
a collective short-term investment fund.

    In a number of these plans, the plan assets exceed the accumulated
benefit obligations (overfunded plans) and in the remainder of the
plans, the accumulated benefit obligations exceed the plan assets
(underfunded plans).

    The funded status of the Company's pension plans and amounts
recognized in the Consolidated Balance Sheet were as follows:

                                          Overfunded    Underfunded
                                             Plans           Plans
                                         -------------       ----------
----
                                          1995   1994    1995    1994
                                         ------ ------  ------  ------
    Plans' assets at fair value          $133.0 $119.0  $  26.2$  26.4

    Actuarial present value of
      projected benefit obligations:
     Vested benefits                      111.5   95.0     31.4   33.2
     Non-vested benefits                     .8     .6       .4     .2
                                         ------ ------   ------  ------
     Accumulated benefit obligations      112.3   95.6     31.8   33.4
     Projected future salary increases     37.3   33.7     11.9    9.2
                                         ------ ------   ------  ------
     Total projected benefit obligations  149.6  129.3     43.7   42.6
                                         ------ ------   ------  ------
    Plans' assets less than projected
      benefit obligations                 (16.6) (10.3)   (17.5) (16.2)
    Items not yet recognized in earnings:
     Unrecognized net loss (gain)           8.2     .1      1.3   (2.9)
     Unrecognized transition (asset)
      liability                             (.9)   (.8)      .2    (.1)
     Unrecognized prior service cost        7.0    7.2     12.3   13.5
     Additional minimum liability                          (7.4)  (8.4)
                                         ------ ------   ------  ------
    Accrued pension liability            $ (2.3)$ (3.8)  $(11.1)$(14.1)
                                         ====== ======   ======  ======

    Significant actuarial assumptions were as follows:
                                             1995    1994   1993
                                             ----    ----   ----
     Discount rate                           8.2%    8.4%   8.6%
     Long-term rate of return on assets:
       U.S. plans                            7.5%    7.5%   9.0%
       Canadian plans                        9.0%    9.5%  10.0%
                                             ----   ----    ----
                                              .8%    7.9%   9.2%
                                             ====   ====    ====

     Rate of increase in compensation levels 5.2%    5.3%   5.3%

14. Postretirement and Postemployment Benefit Plans
    -----------------------------------------------
    The Company provides certain health care benefit plans for retired
employees.  The plans may be either contributory or non-contributory
and contain certain other cost sharing features such as deductibles and
coinsurance.  The plans are unfunded.  Employees are not vested and
such benefits are subject to change.  Health care benefits of those
employees who retired prior to February 1, 1988 are paid by
Mallinckrodt Group Inc.; the Company is charged for one-half of such
costs, not exceeding $.8 million in any fiscal year.

    The Company adopted SFAS No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions," effective July 1, 1992.
This statement requires that the cost of providing other postretirement
benefits (OPEBS) be accrued during the active service period of the
employees.  The Company recorded an after-tax charge of $47.1 million
for the cumulative effect of this accounting change.

    The components of OPEBS expense for years ending June 30 were as
follows:

                                   1995      1994      1993
                                   ----      ----      ----
    Service cost                  $1.5      $1.5       $2.3
    Interest cost                  5.3       5.2        6.3
    Net amortization and deferral (1.5)     (1.6)
                                   ----      ----      ----
                                  $5.3      $5.1       $8.6
                                   ====      ====      ====

    On July 1, 1993, the Company amended its postretirement plans in an
effort to control cash outlays while protecting the interests of those
employees who have retired or will retire in the near future.  This
plan amendment had the effect of reducing the accumulated
postretirement benefit liability on July 1, 1993 by $15.9 million.  As
a result, OPEBS expense was reduced by $1.1 million in 1995 and 1994 to
reflect the amortization of this plan change over 13.8 years.

    The significant assumptions used in determining postretirement
benefit costs were as follows:

                                   1995       1994        1993
                                   ----       ----        ----
    Discount rate                  8.2%       8.4%         8.5%
    Health care trend rate:
     Under age 65                  9.8% (1)  10.4% (1)    15.0% (1)
     Over age 65                   6.3% (2)   7.0% (2)     8.2% (2)

    (1)  Decreasing gradually to 5.5% in 2003 and thereafter.
    (2)  Decreasing gradually to 5.5% in 1999 and thereafter.

    If the health care trend rate assumptions were increased by 1.0
percent, the accumulated postretirement benefit obligation would
increase by 6.3 percent as of June 30, 1995.  This would have the
effect of an 8.7 percent increase on OPEBS expense in 1995.

    The components of the Company's postretirement benefit liability at
June 30 were as follows:
                                                   1995        1994
                                                  -----       -----
    Retirees                                     $33.1        $29.3
    Actives:
     Fully eligible                               12.0         11.6
     Not-fully eligible                           24.3         23.3
                                                 -----       -----
         Total                                    69.4         64.2

    Items not yet recognized in earnings:
     Unrecognized prior service cost              13.2         14.3
     Unrecognized net gain                        11.6         12.7
                                                 -----       -----
    Accrued postretirement benefits liability    $94.2        $91.2
                                                 =====       =====

    The Company also provides benefits such as workers' compensation
and disability to former or inactive employees after employment but
before retirement.  The plans are unfunded.  Employees are not vested
and plan benefits are subject to change.

    Effective July 1, 1994, the Company adopted SFAS No. 112,
"Employers' Accounting for Postemployment Benefits," to account for
disability benefits.  Prior to July 1, 1994, the Company recognized the
cost of providing certain of these benefits on a cash basis.  SFAS No.
112 requires the cost of providing these benefits be recognized when it
becomes probable that such benefits will be paid and when sufficient
information exists to make reasonable estimates of the amounts to be
paid.  Consequently, the Company recognized a $13.3 million liability
for postemployment benefits as of July 1, 1994 and recorded a charge of
$5.9 million, net of taxes, for the cumulative effect of the Company's
unfunded obligation prior to July 1, 1994.  The effect of the adoption
of SFAS No. 112 on 1995 earnings before the cumulative effect of the
accounting change was not material.  As permitted by SFAS No. 112,
prior year financial statements have not been restated to reflect the
change in accounting method.


15. Income Taxes
    ------------
    Deferred income taxes reflect the net tax effects of temporary
differences between the amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes.

    Significant components of the Company's deferred tax liabilities
and assets at June 30 were as follows:
                                                    1995          1994
                                                   ------        ------
    Deferred tax liabilities:
     Tax over book depreciation                    $333.1       $315.2
     Taxes on undistributed foreign earnings         28.6         29.8
     Other liabilities                               37.5         27.6
                                                   ------        ------
       Total deferred tax liabilities                99.2        372.6
                                                   ------        ------

    Deferred tax assets:
     Net operating loss carryforwards                78.2        105.6
     Postretirement benefit reserves                 35.7         33.4
     Sterlington litigation settlement               31.5         29.9
     Reclamation and decommissioning reserves        26.2         25.8
     Alternative minimum tax credit carryforward     34.0          9.3
     Other assets                                    35.6         19.6
                                                   ------        ------
       Total deferred tax assets                    241.2        223.6
                                                   ------        ------
                           Net deferred tax liabilities         $158.0  $149.0
                                                   ======        ======

    At June 30, 1995, the Company had net operating loss carryforwards
for U.S. federal tax purposes of $196.7 million.  If not utilized
against taxable income, the federal tax loss carryforwards will expire
in 2009.  The tax benefit of these loss carryforwards has been provided
in the 1995 and 1994 Consolidated Balance Sheet as deferred tax assets.

    The provision (credit) for income taxes consisted of the following:

                                     1995         1994     1993
                                    ------       ------   ------
    Current
     Federal                        $ 28.5      $(24.0)  $(15.2)
     State and local                   7.5         1.2      1.4
     Foreign                          30.2        13.8     10.0
                                    ------      ------    ------
                                      66.2        (9.0)    (3.8)
    Deferred
     Federal                          11.1        16.9    (34.3)
     State and local                   (.9)       (3.8)   (13.1)
     Foreign                           3.9         7.3     (6.1)
                                    ------      ------    ------
                                      14.1        20.4    (53.5)
                                    ------      ------    ------
                                    $ 80.3      $ 11.4   $(57.3)
                                    ======      ======    ======

   The components of earnings (loss) before income taxes, extraordinary
loss and cumulative effect of accounting changes, and the effects of
significant adjustments to tax computed at the federal statutory rate
were as follows:

                                           1995        1994     1993
                                         -------     -------   ------
Domestic                                 $ 146.1    $ (23.0)   $(175.5)
Foreign                                     61.3       30.8       (1.8)
                                         -------    -------    -------
 Earnings (loss) before income
   taxes, extraordinary loss and
   cumulative effect of accounting
   changes                               $ 207.4    $   7.8    $(177.3)
                                         =======    =======    =======

Computed tax at the federal statutory
  rate of 35% (34% in 1993)              $  72.6    $   2.7    $ (60.3)
Foreign income and withholding taxes        12.7       10.3        4.5
Percentage depletion                        (9.7)      (7.4)      (9.4)
Deferred tax adjustment for the effect of
  changes in U.S. corporate tax rates                   4.1
Federal taxes on undistributed
  foreign earnings                           4.4        2.9        5.6
State income taxes, net of federal
  income tax benefit                         4.3       (1.7)      (7.7)
Sterlington litigation settlement                                  3.3
Other items (none in excess of 5%
  of computed tax)                          (4.0)        .5        6.7
                                         -------    -------    -------
 Provision (credit) for income taxes     $  80.3    $  11.4    $ (57.3)
                                         =======    =======    =======

Effective tax rate                          38.7%     146.2%      32.3%
                                         =======    =======    =======

    The effective tax rate for 1994 reflected the write-down of an
investment in an oil and gas venture (see Note 6) and a deferred tax
adjustment resulting from an increase in U.S. corporate income tax
rates.  If these items were excluded, the Company's effective tax rate
would have been 53.9 percent.

      U.S. income and foreign withholding taxes are provided on the
earnings of foreign subsidiaries that are expected to be remitted to
the extent that taxes on the distribution of such earnings would not be
offset by foreign tax credits.  The Company has no present intention of
remitting undistributed earnings of foreign subsidiaries aggregating
$105.9 million at June 30, 1995 and, accordingly, no deferred tax
liability has been established relative to these earnings.

    The Internal Revenue Service (IRS) has conducted examinations of
the Company's U.S. federal income tax returns for the years 1988
through 1990 and has proposed various adjustments to increase taxable
income.  Revenue Canada is currently examining the Canadian federal
income tax returns of the Company's wholly-owned Canadian subsidiary
for the years 1991 through 1993 and no adjustments have been proposed.
Management does not believe that resolution of these matters will have
a material impact on the Company.


16. Capital Stock
    -------------
    Changes in the number of shares of common stock issued and in
treasury were as follows:

                                    1995        1994          1993
                                 ----------  ----------    ----------
    Common stock issued
     Balance, beginning of year  32,232,865  32,156,920   32,130,080
     Stock options exercised         59,324       5,565        8,675
     Award of restricted shares       9,840      70,380       18,165
                                 ----------  ----------    ----------
     Balance, end of year        32,302,029  32,232,865   32,156,920
                                 ----------  ----------    ----------

    Treasury common stock
     Balance, beginning of year   2,770,259  10,097,808   10,082,779
     Common stock issued                    (7,450,000)
     Purchases                        6,161     122,451       15,029
                                 ----------  ----------    ----------
     Balance, end of year         2,776,420   2,770,259   10,097,808
                                 ----------  ----------    ----------
    Common stock outstanding,
     end of year                 29,525,609  29,462,606   22,059,112
                                 ==========  ==========    ==========

    On October 5, 1993 and May 5, 1994, the Company completed public
offerings of 3,450,000 shares and 4,000,000 shares of common stock at
$34.50 and $37.00 per share, respectively.  Net proceeds of these
offerings, net of issuance costs and expenses, were used to reduce
long-term indebtedness.

    Pursuant to a Shareholders Rights Plan adopted by the Company in
June 1989, a dividend of one preferred stock purchase right (a Right)
for each outstanding share of common stock of the Company was issued on
July 12, 1989 to shareholders of record on that date.  Under certain
conditions, each Right may be exercised to purchase one one-hundredth
of a share of Junior Preferred Stock, Series C, par value $1.00 per
share, at a price of $150.  This preferred stock is designed to
participate in dividends and vote on essentially equivalent terms with
a whole share of common stock.  The Rights become exercisable apart
from the common stock only if a person or group acquires 20 percent or
more of the common stock or makes a tender offer for 20 percent or more
of the outstanding common stock.  However, the Rights do not become
exercisable if a person or group becomes the owner of 20 percent or
more of the common stock as a result of the purchase of common stock by
the Company to reduce the number of shares outstanding and increase the
proportionate number of shares owned by such person or group to 20
percent or more, unless such person or group subsequently becomes the
owner of any additional shares of the common stock.  In addition, upon
the acquisition by a person or group of 20 percent or more of the
common stock, each Right will entitle the holder to purchase, at the
then-current exercise price of the Right, a number of shares of common
stock having a market value at that time of twice the exercise price.
The Rights may be redeemed at a price of $.01 per Right under certain
circumstances prior to their expiration on June 21, 1999.  No event
during 1995 made the Rights exercisable.


17. Stock Plans
    -----------
    In 1988, the Company adopted the 1988 Stock Option Plan (the Plan)
under which the Company may grant non-qualified stock options, stock
appreciation rights (SARs) and restricted stock to officers and key
managers of the Company.  The Plan, as amended, provides for the
issuance of a maximum of two million shares of common stock of the
Company which may be authorized but unissued shares or treasury shares.

    Under the terms of the Plan, the option price per share may not be
less than 100 percent of the fair market value on the date of the
grant.  Stock options and SARs granted under the Plan extend for 10
years and generally become exercisable 50 percent one year after the
date of the grant and 100 percent two years after the date of the
grant.  Certain stock options granted in fiscal 1995 become exercisable
in one-third increments; one-third one year after the date of the
grant, two-thirds two years after the date of the grant, and 100
percent three years after the date of the grant.  At June 30, 1995, no
SARs had been granted under the Plan.

    The Company also adopted a long-term incentive plan in fiscal 1994
under which officers and key managers were awarded shares of restricted
common stock of the Company along with contingent stock units.  Based
on performance objectives, these shares and units will vest in whole or
in part during and at the end of a three-year performance period ending
June 30, 1997.  Restricted stock is valued on the issuance date, and
the related expense is amortized over the vesting period.

    The Company had a similar long-term incentive plan in 1991 which
expired June 30, 1994.  Out of a total of 171,736 shares (net of
cancellations) granted under this plan, 115,251 shares were cancelled
on June 30, 1994 due to non-attainment of performance objectives.

    Stock options and restricted stock activities are as follows:

                          Stock       Stock      Restricted  Available
                          Options     Options      Stock       for
                        Outstanding Exercisable  Outstanding   Grant
                        ----------- -----------  ----------- ---------
Balance at June 30, 1992  476,285      165,185     175,800   716,201

  Granted                                           18,165  (18,165)
  Vested                               155,550
  Exercised               (8,675)      (8,675)    (17,595)
  Cancelled              (25,180)     (12,630)    (15,029)    40,209
                          -------      -------     -------   -------
Balance at June 30, 1993  442,430      299,430     161,341   738,245

  Granted                 428,650                   70,380 (499,030)
  Vested                               143,000
  Exercised               (5,565)      (5,565)    (20,525)
  Cancelled               (7,360)      (5,060)   (122,451)   129,811
                          -------      -------     -------   -------
Balance at June 30, 1994  858,155      431,805      88,745   369,026

  Granted                 138,525                    9,840 (148,365)
  Vested                               157,125
  Exercised              (57,080)     (57,080)    (21,884)
  Cancelled              (27,222)      (8,944)     (5,961)    33,183
                          -------      -------     -------   -------
Balance at June 30, 1995  912,378      522,906      70,740   253,844
                          =======      =======     =======   =======

  Market prices for stock options granted ranged from $38.125 to
$48.3125 per share in fiscal 1995 and from $34.1875 to $40.875 per
share in fiscal 1994.  Market prices for stock options exercised ranged
from $22 to $51.125 per share in fiscal 1995 and from $22 to $32 per
share in fiscal 1994 and 1993.  The average purchase price of
outstanding stock options at June 30, 1995 was $41.09 per share, based
on an aggregate purchase price of $37.5 million.  Outstanding stock
options will expire over a period of time ending no later than June 15,
2005.

  Another stock option plan provides for the granting of awards of up
to 100,000 shares of common stock to directors of the Company who are
not also employees of the Company.  Options may be exercised at any
time the director holding the option remains a director of the Company
and within two years after the director ceases to be a director of the
Company.  Under the terms of the plan, options granted are exercisable
over 10 years beginning with the grant date of the option.  In fiscal
1995, options were granted to purchase 7,000 shares of common stock at
an option price of $38.125 per share.  A total of 2,244 shares were
exercised during the year.


18. Commitments
    -----------
    The Company leases various types of properties, including
buildings, railcars, data processing equipment, and machinery and
equipment through operating leases.

    Summarized below is a schedule of future minimum lease payments
under non-cancellable operating leases as of June 30, 1995:

    1996                               $16.0
    1997                                12.2
    1998                                10.4
    1999                                 9.2
    2000                                 6.1
    Subsequent years                    15.3
                                      -----
    Future minimum lease payments      $69.2
                                      =====

    Rental expense for 1995, 1994 and 1993 amounted to $23.5 million,
$21.9 million and $18.3 million, respectively.

    The Company's Canadian subsidiary is committed under a service
agreement with Potash Corporation of Saskatchewan Inc. (PCS) to produce
annually from mineral reserves specified quantities of potash for a
fixed fee plus a pro rata share of production and capital costs.  The
agreement extends through June 30, 1996 and is renewable at the option
of PCS for six additional five-year periods.  Potash produced for PCS
may, at PCS's option, amount to an annual maximum of approximately one-
fourth of the Canadian subsidiary's production capacity.  During 1995,
production of potash for PCS amounted to 500,000 tons, or 15 percent of
tons produced.


19. Contingencies
    -------------
    Since December 1985, the Company has experienced an inflow of water
into one of its two interconnected potash mines in Saskatchewan,
Canada.  In recent years, the trend of the water inflow has stabilized
and the Company has successfully reduced the per ton spending required
to contain the inflow.  However, the long-term outlook of the water
inflow has caused the Company to consider alternatives to its current
mining operations and studies are under way in this regard.  Any
solution to the water inflow situation at the mines could result in
substantial capital expenditures and/or charges to operations.

    Angus and the Company are involved in various litigation arising
out of the Sterlington matter discussed in Note 4 of Notes to
Consolidated Financial Statements.  Angus wants the Company to accept
responsibility for approximately 240 lawsuits currently pending in
Louisiana for injuries arising out of the explosion, and to reimburse
Angus for amounts that it has paid for settled demands in connection
with Sterlington.  In addition, Angus is seeking direct payment from
the Company's insurers for certain damages.  The Company may have
obligations to indemnify certain of the insurers if Angus is successful
in this case.  The Company has established a reserve to cover the
estimated cost of resolving the remaining third-party suits in
Louisiana.

    The Company continues to vigorously litigate each of the matters
arising out of the Sterlington explosion.  A jury trial is scheduled to
commence in November, 1995 in Texas with respect to Angus' and the
Company's claims for contribution and indemnity for the settled
demands.  Discovery is still not complete with respect to the lawsuits
scheduled for trial in November 1995, and all of the other lawsuits are
in very early stages.  The Company is also pursuing additional
recoveries from one of its insurance carriers relating to Sterlington.

    Given the uncertainties inherent in litigation as well as the early
stages of preparation, the Company is unable to evaluate possible
defenses or make a reliable determination as to potential liability, if
any, with respect to the Sterlington matters.

    In addition, Angus, in an action filed in federal court in Monroe,
Louisiana, in February 1995, is seeking compensation from the Company
pursuant to CERCLA for contamination to the environment prior to the
explosion from the storage tank on the grounds of the Sterlington
property.  No trial date has been scheduled for this additional claim
by Angus against the Company.  Given the early stages of this lawsuit,
the Company is unable to evaluate possible defenses or make a reliable
determination as to potential liability, if any.

    The Company has been named as a defendant, along with other
Canadian and U.S. potash producers, in lawsuits filed in federal court
in Minnesota and state court in California.  The plaintiffs are
purchasers of potash who allege a price fixing conspiracy among North
American potash producers beginning in 1987 and continuing until the
filing of the lawsuits in 1994.  Discovery has begun in the Minnesota
case, following certification of a class of all U.S. potash purchasers
as plaintiffs.  While the Company believes that the allegations in the
complaints are without merit, until discovery is completed it is unable
to evaluate possible defenses or to make a reliable determination as to
the potential liability exposure, if any.

    The Company has also received a U.S. grand jury subpoena seeking
information related to the sale of potash in the United States from
1986 to the present.  The Company is cooperating with the government
and is assembling the information needed to comply with the subpoena.
As in the civil antitrust matters described above, while the Company
does not believe that violations of the antitrust laws have occurred,
the Company is unable to predict the outcome of the government
investigation or make a reliable determination as to the potential
exposure, if any.

    The Company also has certain other contingent liabilities with
respect to litigation, claims and guarantees of debt obligations to
third parties arising in the ordinary course of business.  The Company
does not believe that any of these contingent liabilities will have a
material adverse impact on the Company's financial position.


20. Operations by Geographic Area
    -----------------------------
    Net operating results of consolidated foreign subsidiaries, before
consolidation eliminations, amounted to earnings of $40.0 million in
1995, $10.0 million in 1994 and a loss of $6.0 million in 1993.  Net
assets of such subsidiaries were $204.2 million and $173.0 million at
June 30, 1995 and 1994, respectively.

     Financial information relating to the Company's operations in
various geographic areas was as follows:

                                                  Net Sales
                                      --------------------------------
                                        1995        1994        1993
                                      --------    --------    -------
     United States                   $1,854.1     $1,405.2    $  856.8
     Canada                             184.1        137.5       138.0
     Other                               11.7          1.3         4.2
     Transfers between geographic areas
       (principally from Canada)       (125.9)      (102.5)     (101.9)
                                      --------    --------    --------
     Consolidated                    $1,924.0     $1,441.5    $  897.1
                                      ========    ========    ========


                             Earnings (Loss)
                            Before Income Taxes,
                          Extraordinary Loss and
                              Accounting Changes    Identifiable Assets
                          ------------------------- ---------------------------
                            1995           1994     1993          1995       1994      1993
                          --------       -------- --------      --------   --------  -------
                                              C>
    United States        $  326.4$  136.5$  (130.5)$2,531.4$2,565.1   $1,763.9
    Canada                   55.6   30.8    (1.9) 246.3   223.0  281.4
    Other                           10.2     (.4)   2.0     8.2    8.1     12.5
    Eliminations            (10.4)    .4      .7  (92.7)  (17.9)  (2.2)
                          --------       -------- --------
    Operating earnings (loss)381.8 167.3  (129.7)
    Interest earned and other
      non-operating (income) and
      expense, net           (6.2)  23.4     2.8
    Interest charges         52.2   81.0    44.8
    Minority interest       128.4   55.1
                          --------       --------       -------- --------  --------  --------
    Consolidated         $  207.4$    7.8$ (177.3)$2,693.2$2,778.3$2,055.6
                          ========       ========       ======== ========  ========  ========


    Transfers of product between geographic areas were at prices
approximating those charged to unaffiliated customers.

    Sales from the United States, as shown in the preceding table,
included sales to unaffiliated customers in other geographic areas as
follows:

                                   1995         1994         1993
                                  ------       ------       ------
       Far East                  $643.9       $377.1       $190.7
       Latin America              121.7        113.0         25.9
       Europe                      27.1          6.6         22.6
                                 ------       ------       ------
                                 $792.7       $496.7       $239.2
                                 ======       ======       ======


QUARTERLY RESULTS (UNAUDITED)
(In millions except per share amounts)



                                           Quarter
                              --------------------------------
                              First   Second    Third   Fourth  Year
-----------------------------------------------------------------------
Fiscal 1995
 Net sales                  $ 420.8   $ 451.8  $ 550.0 $ 501.4$1,924.0
 Gross margins                 76.7     113.9    150.0   107.9   448.5
 Earnings before income
  taxes, extraordinary item
  and cumulative effect of
  accounting change            34.7      45.5     75.2    52.0   207.4
 Earnings before extraordinary
  item and cumulative effect
  of accounting change         21.8      27.9     45.7    31.7   127.1
 Extraordinary loss -
  debt retirement              (1.2)     (1.8)     (.7)   (2.8)   (6.5)
 Cumulative effect of
  accounting change            (5.9)                              (5.9)
                            --------         --------  --------  ------
--                          -------
 Net earnings              $   14.7  $   26.1$   45.0 $   28.9$  114.7
                            ========         ========  ========
========                    =======

 Earnings (loss) per share:
  Earnings before extra-
   ordinary item and
   cumulative effect of
   accounting change        $    .74$    .94 $   1.54 $   1.07$   4.30
  Extraordinary loss -
   debt retirement              (.04)   (.06)    (.02)    (.09)   (.22)
  Cumulative effect of
   accounting change            (.20)                             (.20)
                            --------         --------  --------  ------
--                          -------
  Net earnings              $    .50$    .88 $   1.52 $    .98$   3.88
                            ========         ========  ========
========                    =======



-----------------------------------------------------------------------
Fiscal 1994
 Net sales                 $  266.4 $  329.0 $  410.5 $  435.6$1,441.5
 Gross margins                  7.4     33.8     77.7     88.7   207.6
 Earnings (loss) before
  income taxes and extra-
  ordinary item               (24.3)   (26.3)    21.7     36.7     7.8
 Earnings (loss) before
  extraordinary item          (22.5)    (3.6)     5.4     17.1    (3.6)
 Extraordinary loss -
  debt retirement             (23.8)                      (1.4)  (25.2)
                            --------         --------  --------  ------
--                          -------
 Net earnings (loss)       $  (46.3)$   (3.6)$    5.4 $   15.7 $ (28.8)
                            ========         ========  ========
========                    =======

 Earnings (loss) per share:
  Earnings (loss) before
  extraordinary item        $  (1.02)$   (.14)$   .21 $    .61 $  (.14)
  Extraordinary loss -
   debt retirement             (1.08)                     (.05)  (1.00)
                            --------         --------  --------  ------
--                          -------
  Net earnings (loss)       $  (2.10)$   (.14)    .21 $    .56 $ (1.14)
                            ========         ========  ========
========                    =======



-----------------------------------------------------------------------
Fiscal 1995
    First quarter earnings included after-tax provisions of $1.7
    million, or $.06 per share, for additional remediation costs
    associated with a sinkhole at IMC-Agrico's New Wales concentrated
    phosphate production facility in Florida and $.9 million, or $.03
    per share, for anticipated repair and cleanup costs related to an
    earthen dam breach at IMC-Agrico's Payne Creek phosphate rock
    mining facility in Florida.  First quarter earnings also included
    an after-tax gain of $3.1 million, or $.10 per share, from the sale
    of land in Florida.
    
    Second quarter earnings included after-tax provisions of $.5
    million, or $.01 per share, for additional repair and cleanup costs
    related to earthen dam breaches at IMC-Agrico's Payne Creek and
    Hopewell phosphate mining facilities in Florida and $2.5 million,
    or $.08 per share, for restructuring charges which shifted the
    marketing and administrative functions of PhosChem to its member
    companies.
    
    Fourth quarter earnings included after-tax provisions of $.4
    million, or $.02 per share, for additional repair and cleanup costs
    related to earthen dam breaches at IMC-Agrico's Payne Creek and
    Hopewell phosphate mining facilities in Florida.


-----------------------------------------------------------------------
Fiscal 1994
    Second quarter results included an after-tax charge of $12.4
    million, or $.49 per share, from the write-down of the Company's
    investment in an oil and gas joint venture due to the low price of
    crude oil.
    
    Fourth quarter results included an after-tax gain of $1.9 million,
    or $.07 per share, from IMC-Agrico's sale of its Florida cattle
    ranch.
    
    
    
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial
         Disclosure.



    Not applicable.



PART III.



Item 10.                                    Directors and Executive
Officers of the Registrant.

    For information concerning directors of the Registrant, see pages 2
through 6, incorporated herein by reference, of IMC Global's definitive
Proxy Statement for the Annual Meeting of Stockholders to be held on
October 19, 1995.  Information concerning executive officers of the
Registrant is included in Part I of this report.




Item 11.                                    Executive Compensation.

    For information concerning executive compensation, see pages 7
through 16 (excluding the sections therein entitled "Compensation
Committee Report on Executive Compensation" and "Company Stock
Performance"), incorporated herein by reference, of IMC Global's
definitive Proxy Statement for the Annual Meeting of Stockholders to be
held on October 19, 1995.




Item 12.                                    Security Ownership of
Certain Beneficial Owners and Management.

    For information concerning security ownership of certain beneficial
owners and management, see pages 6 and 7, incorporated herein by
reference, of IMC Global's definitive Proxy Statement for the Annual
Meeting of Stockholders to be held on October 19, 1995.




Item 13.                                    Certain Relationships and
Related Transactions.

    For information concerning certain relationships and related
transactions, see page 7, incorporated herein by reference, of IMC
Global's definitive Proxy Statement for the Annual Meeting of
Stockholders to be held on October 19, 1995.

PART IV.



Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form
8-K.

(a) FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS

    (1)   Financial Statements:
       Consolidated financial statements filed as part of this report
are listed under Part II,
       Item 8 of this Form 10-K.

    (2)   Financial Statement Schedules:
       No additional schedules are required because either the required
information is not
       present or is not present in amounts sufficient to require
submission of the schedule, or
       because the information required is included in the consolidated
financial statements or
       the notes thereto.

    (3)   Exhibits:
       The exhibits listed in the accompanying index are filed as part
of this report.

                                                         Filed with
Exhibit                              Incorporated Herein Electronic
  No.         Description              By Reference to  Submission
-------------------------------------------------------------------
3.1    Restated Certificate of       Company's Report on  
       Incorporation, as amended     Form 8-K dated
                                     November 1, 1994
                                                          
3.2    Bylaws, amended as of July    Company's Report on  
       2, 1991, and as currently in  Form 8-K dated July
       effect                        2, 1991
                                                           
3.3    Rights Agreement dated June   Company's Report on   
       21, 1989, amended as of       Form 8-A/A dated
       August 17, 1995, with The     September 7, 1995.
       First National Bank of
       Chicago (including the
       Shareholder Rights Plan).
                                                           
4.1    Indenture dated as of         Exhibit 4.4 to the
       December 1, 1991 between the  Company's Form SE
       Registrant and The Bank of    filed on December
       New York, as Trustee,         3, 1991
       relating to $100,000,000
       aggregate principal amount
       of 9.45% Senior Debentures
       due 2011
                                                           
4.2    Form of Senior Debentures     Exhibit 4.5 to the
       due 2011                      Company's Form SE
                                     filed on December
                                     3, 1991
                                                         Filed with
Exhibit                              Incorporated Herein Electronic
  No.         Description              By Reference to  Submission
--------------------------------------------------------------------
                                                           
4.3    Indenture dated as of         Exhibit 4.6 to the
       December 1, 1991 between the  Company's Form SE
       Registrant and The Bank of    filed on December
       New York, as Trustee,         3, 1991
       relating to $115,000,000
       aggregate principal amount
       of 6 1/4% Convertible
       Subordinated Notes due 2001
                                                           
4.4    Form of Convertible           Exhibit 4.7 to the
       Subordinated Notes due 2001   Company's Form SE
                                     filed on December
                                     3, 1991
                                                           
4.5    Supplemental Indenture,       Exhibit 4.5 to the
       dated as of June 29, 1993,    Company's
       between the Registrant and    Registration
       The Bank of New York, as      Statement on Form S-
       Trustee, relating to the      4, (No. 33-49795)
       Senior Debentures
                                                           
4.6    Supplemental Indenture,       Exhibit 4.6 to the
       dated as of June 29, 1993,    Company's
       between the Registrant and    Registration
       The Bank of New York, as      Statement on Form S-
       Trustee, relating to the      4, (No. 33-49795)
       Convertible Subordinated
       Notes
                                                           
4.7    Indenture, dated as of June   Exhibit 4.7 to the
       15, 1993, between IMC Global  Company's
       Inc. and NationsBank of       Registration
       Georgia, National             Statement on Form S-
       Association, as Trustee       4, (No. 33-49795)
                                                           
4.8    First Supplemental            Exhibit 4.1 to the
       Indenture, dated as of        Company's Report on
       October 13, 1993, between     Form 8-K dated
       IMC Global Inc. and           October 12, 1993
       NationsBank of Georgia,
       National Association, as
       Trustee
                                                         Filed with
Exhibit                              Incorporated Herein Electronic
  No.         Description              By Reference to  Submission
--------------------------------------------------------------------
                                                           
10.1   Intercorporate Agreement      Exhibit 10.1 to the
       dated as of July 1, 1987, by  Company's
       and between Mallinckrodt and  Registration
       IMC Global Operations Inc.    Statement on Form S-
       with Exhibits, including the  1, (Amendment No.
       Restated Certificate of       2)
       Incorporation of IMC Global   (No. 33-17091)
       Inc., as amended; Bylaws of
       IMC Global Inc.; Preliminary
       Agreement for K-2 Advances;
       Registration Rights
       Agreement; Services
       Agreement; Management
       Services Agreement;
       Agreement regarding
       Pollution Control and
       Industrial Revenue Bonds;
       License Agreement; office
       lease and sublease;
       management agreements;
       supply agreements; and
       transportation service
       agreements
                                                           
10.2   Supply agreements (Included   Exhibit 10.1 to the
       in Exhibit 10.1)              Company's
                                     Registration
                                     Statement on Form S-
                                     1, (No. 33-17091)
                                                           
10.3   Agreement dated June 27,      Exhibit 10.6 to the
       1985, supplementing,          Company's
       amending and continuing       Registration
       Potash Resource Payment       Statement on Form S-
       Agreement dated October 15,   1, (Amendment No.
       1979, between Mallinckrodt    2)
       and the Province of           (No. 33-22914)
       Saskatchewan
                                                           
10.4   Mining and Processing         Exhibit 10.7 to the
       Agreement dated January 31,   Company's
       1978, between Potash          Registration
       Corporation of Saskatchewan   Statement on Form S-
       Inc. and International        1, (No. 33-17091)
       Minerals & Chemical (Canada)
       Global Limited
                                                           
10.5 * Management Incentive                                
       Compensation Program, as                            
       amended through July 1,                             X
       1995, and as currently in
       effect
                                                         Filed with
Exhibit                              Incorporated Herein Electronic
  No.         Description              By Reference to  Submission
--------------------------------------------------------------------
                                                           
10.6 * 1991 Long-Term Performance    Exhibit 10.7 to the
       Incentive Plan, as amended    Company's
       through July 2, 1991, and as  Registration
       currently in effect           Statement on Form S-
                                     1
                                     (No. 33-17091)
                                                           
10.7 * 1988 Stock Option & Award     Exhibit 10.7 to the
       Plan, as amended through      Company's
       July 2, 1991, and as          Registration
       currently in effect           Statement on Form S-
                                     1
                                     (No. 33-17091)
                                                           
10.8 * 1994 Stock Option Plan for    Exhibit 4(a) to the
       Non-Employee Directors        Company's
                                     Registration
                                     Statement on Form S-
                                     8
                                     (No. 33-56911)
                                                           
10.9 * Retirement Plan for Salaried                        
       Employees, as amended                               
       through November 1, 1994,                           X
       and as currently in effect
                                                           
10.10* Supplemental Benefit Plan     Exhibit 10.12 to
                                     the Company's
                                     Registration
                                     Statement on Form S-
                                     1
                                     (No. 33-17091)
                                                           
10.11* Supplemental Executive        Exhibit 10.7 to the
       Retirement Plan, as amended   Company's
       through June 30, 1992, and    Registration
       as currently in effect        Statement on Form S-
                                     1
                                     (No. 33-17091)
                                                           
10.12* Investment Plan for Salaried                        
       Employees, as amended                               
       through July 1, 1994, and as                        X
       currently in effect
                                                           
10.13  Suspension Agreement          Exhibit 10.17 to
       concerning Potassium          the Company's
       Chloride from Canada among    Registration
       the U.S. Department of        Statement on Form S-
       Commerce and the signatory    1
       purchasers/exporters of       (No. 33-17091)
       potassium chloride from
       Canada dated January 7, 1988
                                                         Filed with
Exhibit                              Incorporated Herein Electronic
  No.         Description              By Reference to  Submission
--------------------------------------------------------------------
                                                           
10.14  Settlement Agreement dated    Exhibit 10.18 to
       as of November 3, 1987, by    the Company's
       and among the Board of        Registration
       Trustees of the Internal      Statement on Form S-
       Improvement Trust Fund of     1
       the State of Florida, the     (No. 33-17091)
       Department of Natural
       Resources of the State of
       Florida and Mallinckrodt
                                                           
10.15* Management Compensation and   Exhibit 10.17 to
       Benefit Assurance Program,    the Company's
       as amended through June 30,   Registration
       1992, and as currently in     Statement on Form S-
       effect                        1
                                     (No. 33-17091)
                                                           
10.16* Corporate Staff Employee      Exhibit 10.32 to
       Severance & Benefit           1989 10-K
       Assurance Policy
                                                           
10.17  Form of Trust Agreement with  Exhibit 10.33 to
       Wachovia Bank & Trust Co.,    1992 10-K
       N.A., as amended through
       August 15, 1991
                                                           
10.18* Form of Contingent                                  
       Employment Agreement dated                          
       September 1, 1995, with                             X
       Officers of Corporation
                                                           
10.19* Directors Retirement Service  Exhibit 10.36 to
       Plan                          1989 10-K
                                                           
10.20* Form of "Gross Up" Agreement  Exhibit 10.37 to      
       dated September 1, 1995,      1990 10-K             
       with Officers of Corporation                        X
                                                           
10.21  Sulphur Joint Operating       Exhibit 10.40 to
       Agreement dated as of May 1,  1990 10-K
       1988, among Freeport-McMoRan
       Resource Partners, IMC
       Global Operations Inc. and
       Felmont Oil Corporation
                                                           
10.22  Oil/Gas Operating Agreement   Exhibit 10.41 to
       dated as of June 5, 1990,     1990 10-K
       among Freeport-McMoRan
       Resource Partners, IMC
       Global Operations Inc. and
       Felmont Oil Corporation
                                                         Filed with
Exhibit                              Incorporated Herein Electronic
  No.         Description              By Reference to  Submission
--------------------------------------------------------------------
                                                           
10.23  Agreement in Principle dated  Exhibit 10.43 to
       September 7, 1990, with       1990 10-K
       Mallinckrodt
                                                           
10.24  Agreement dated as of         Exhibit 10.44 to
       September 12, 1990, with      1990 10-K
       Mallinckrodt
                                                           
10.25  Memorandum of Agreement as    Exhibit 10.51 to
       of December 21, 1990,         1991 10-K
       amending Mining and
       Processing Agreement of
       January 31, 1978, between
       Potash Corporation of
       Saskatchewan Inc. and
       International Minerals &
       Chemical (Canada) Global
       Limited
                                                           
10.26  Division of Proceeds          Exhibit 10.52 to
       Agreement dated December 21,  1991 10-K
       1990, between Potash
       Corporation of Saskatchewan
       Inc. and International
       Minerals & Chemical (Canada)
       Global Limited
                                                           
10.27  Directors' Retirement         Exhibit 10.54 to
       Services Plan Effective July  1992 10-K
       1, 1989
                                                           
10.28  Contribution Agreement dated  Exhibit 10.55 to
       April 5, 1993 between         the Company's March
       Freeport-McMoRan Resource     31, 1993 Form 10-
       Partners, Limited             Q/A (Amendment No.
       Partnership and IMC Global    1) filed on May 19,
       Operations Inc.               1993
                                                           
10.29  Form of Partnership                                 
       Agreement, dated as of July                         
       1, 1993, as further amended                         
       and restated as of May 26,                          
       1995, between IMC-Agrico GP                         
       Company, Agrico L.P. and IMC-                       X
       Agrico MP Inc., including
       definitions
                                                         Filed with
Exhibit                              Incorporated Herein Electronic
  No.         Description              By Reference to  Submission
--------------------------------------------------------------------
                                                           
10.30  Form of Parent Agreement,                           
       dated as of July 1, 1993, as                        
       further amended and restated                        
       as of May 26, 1995, between                         
       IMC Global Operations Inc.,                         
       Freeport-McMoRan Resource                           
       partners, Limited                                   X
       Partnership, Freeport-
       McMoRan Inc. and IMC-Agrico
       Company
                                                           
10.31  Amendment, Waiver and                               
       Consent, dated May 26, 1995,                        
       among IMC Global Inc., IMC                          
       Global Operations Inc., IMC-                        
       Agrico GP Company, IMC-                             
       Agrico MP, Inc., IMC-Agrico                         
       Company, Freeport-McMoRan                           
       Inc., Freeport-McMoRan                              X
       Resource Partners, Limited
       Partnership, and Agrico,
       Limited Partnership
                                                           
10.32  Agreement and Plan of                               
       Complete Liquidation and                            
       Dissolution, dated May 26,                          
       1995, among IMC Global                              
       Operations Inc., IMC-Agrico                         X
       GP Company, and IMC-Agrico
       MP, Inc.
                                                           
10.33  Sterlington Settlement        Exhibit 10.58 to
       Agreement between IMC Global  the Company's March
       Inc., Angus Chemical Company  31, 1993 Form 10-
       and Industrial Risk Insurers  Q/A (Amendment No.
       dated April 1, 1993           1) filed on May 19,
                                     1993
                                                           
10.34  First Amendment to            Exhibit 10.59 to
       Contribution Agreement,       the Company's
       dated as of July 1, 1993,     Report on Form 8-K
       between Freeport-McMoRan      dated July 16, 1993
       Resource Partners, Limited
       Partnership and IMC Global
       Operations Inc.
                                                           
10.35  Credit Agreement, dated as    Exhibit 10.63 to
       of June 29, 1993, between     the Company's
       IMC Global Operations Inc.,   Registration
       IMC Global Inc. and the       Statement on Form S-
       Banks Listed Therein          4, (No. 33-49795)
                                                         Filed with
Exhibit                              Incorporated Herein Electronic
  No.         Description              By Reference to  Submission
--------------------------------------------------------------------
                                                           
10.36  Loan Agreement, dated as of   Exhibit 10.64 to
       December 1, 1991, between     the Company's
       IMC Global Operations Inc.    Registration
       and the Polk County           Statement on Form S-
       Industrial Development        4, (No. 33-49795)
       Authority (Florida)
                                                           
10.37  Amended and Restated          Exhibit 10.65 to
       Unconditional Guaranty,       the Company's
       dated as of December 1, 1991  Registration
       of IMC Global Inc. with       Statement on Form S-
       respect to Polk County        4, (No. 33-49795)
       Industrial Development
       Authority (Florida)
       Industrial Development
       Revenue Bonds (IMC Global
       Operations Inc. Project)
       1991 Tax-Exempt Series A and
       1992 Tax-Exempt Series A
                                                           
10.38  Supplemental Loan Agreement,  Exhibit 10.66 to
       dated as of January 1, 1992,  the Company's
       between IMC Global            Registration
       Operations Inc. and the Polk  Statement on Form S-
       County Industrial             4, (No. 33-49795)
       Development Authority
       (Florida)
                                                           
10.39  Second Supplemental Loan      Exhibit 10.67 to
       Agreement, dated as of June   the Company's
       30, 1993, between IMC Global  Registration
       Operations Inc. and the Polk  Statement on Form S-
       County Industrial             4, (No. 33-49795)
       Development Authority
       (Florida)
                                                           
10.40  Amendment to Guaranty, dated  Exhibit 10.68 to
       June 30, 1993, with respect   the Company's
       to Polk County Industrial     Registration
       Development Authority         Statement on Form S-
       (Florida) Industrial          4, (No. 33-49795)
       Development Revenue Bonds
       (IMC Global Operations Inc.
       Project) 1991 Tax-Exempt
       Series A and 1992 Tax-Exempt
       Series A
                                                         Filed with
Exhibit                              Incorporated Herein Electronic
  No.         Description              By Reference to  Submission
--------------------------------------------------------------------
10.41  Indenture of Trust, dated as  Exhibit 10.69 to      
       of December 1, 1991, between  the Company's
       Polk County Industrial        Registration
       Development Authority (the    Statement on Form S-
       "Authority") and The Bank of  4, (No. 33-49795)
       New York, as Trustee (the
       "IRB Trustee") relating to
       the Industrial Development
       Revenue Bonds (IMC Global
       Operations Inc. Project)
       1991 Tax-Exempt Series A
       (the "Series 1991 Bonds")
                                                           
10.42  Supplemental Indenture of     Exhibit 10.70 to
       Trust, dated as of January    the Company's
       1, 1992, between the          Registration
       Authority and the IRB         Statement on Form S-
       Trustee, relating to the      4, (No. 33-49795)
       Industrial Development
       Revenue Bonds (IMC Global
       Operations Inc. Project)
       1992 Tax-Exempt Series A
       (the "Series 1992 Bonds")
                                                           
10.43  Second Supplemental           Exhibit 10.71 to
       Indenture of Trust, dated as  the Company's
       of June 30, 1993, between     Registration
       the Authority and the IRB     Statement on Form S-
       Trustee, relating to the      4, (No. 33-49795)
       Series 1991 Bonds and the
       Series 1992 Bonds
                                                           
10.44  Amendment Number 2 to         Exhibit 10.44 to
       Investment Plan for Salaried  the Company's
       Employees effective March 1,  Registration
       1988 and restated effective   Statement on Form S-
       January 1, 1992               4, (No. 33-49795)
                                                           
10.45* First Amendment, dated July   Exhibit 10.45 to
       2, 1991, to form of           the Company's
       Contingent Employment         Registration
       Agreement with Officers of    Statement on Form S-
       Corporation                   4, (No. 33-49795)
                                                           
10.46* Amendment, dated July 2,      Exhibit 10.46 to
       1991, to Form of "Gross Up"   the Company's
       Agreement with Officers of    Registration
       Corporation                   Statement on Form S-
                                     4, (No. 33-49795)
                                                           
10.47* Employment Agreement, dated   Exhibit 10.47 to
       April 15, 1993, between       The Company's
       Wendell F. Bueche and IMC     Registration
       Global Inc.                   Statement on Form S-
                                     4, (No. 33-49795)
                                                         Filed with
Exhibit                              Incorporated Herein Electronic
  No.         Description              By Reference to  Submission
--------------------------------------------------------------------
                                                           
10.48* Consulting Agreement, dated   Exhibit 10.48 to
       July 19, 1993, between        the Company's
       Wendell F. Bueche and IMC     Registration
       Global Inc.                   Statement on Form S-
                                     4, (No. 33-49795)
                                                           
10.49* Amendment and Extension                             
       Agreement, dated as of June                         
       15, 1995, to Employment                             
       Agreement dated as of April                         
       15, 1993 and Consulting                             
       Agreement dated as of July                          X
       19, 1993, between Wendell F.
       Bueche and IMC Global Inc.
                                                           
10.50* Consulting Agreement, dated   Exhibit 10.49 to
       March 1, 1993, between        the Company's
       Billie B. Turner and IMC      Registration
       Global Inc.                   Statement on Form S-
                                     4, (No. 33-49795)
                                                           
10.51  Amendment No. 1 and Waiver    Exhibit 10.51 to      
       No. 1, dated as of June 30,   1993 10-K
       1993, to Credit Agreement
       dated as of June 29, 1993
       among IMC Global Operations
       Inc., IMC Global Inc. and
       the Banks Listed Therein
                                                           
10.52  Amendment No. 2, Waiver No.   Exhibit 10.52 to
       2 and Consent No. 1, dated    1993 10-K
       as of September 3, 1993, to
       Credit Agreement dated as of
       June 29, 1993 among IMC
       Global Operations Inc., IMC
       Global Inc. and the Banks
       Listed Therein
                                                           
10.53  Amendment No. 1, dated as of                        
       June 24, 1994 to Credit                             
       Agreement, dated as of                              
       February 9, 1994 between IMC-                       
       Agrico Company, NationsBank                         X
       of Georgia and the Banks
       Listed Therein
                                                           
10.54  Amendment No. 2, dated as of                        
       February 24, 1995 to Credit                         
       Agreement, dated as of                              
       February 9, 1994 between IMC-                       
       Agrico Company, NationsBank                         X
       of Georgia and the Banks
       Listed Therein
                                                         Filed with
Exhibit                              Incorporated Herein Electronic
  No.         Description              By Reference to  Submission
--------------------------------------------------------------------
                                                           
10.55  Credit Agreement, dated as    Exhibit 99.1 to the
       of February 9, 1994, between  Company's
       IMC-Agrico Company,           Registration
       NationsBank of Georgia, and   Statement on Form S-
       the Banks Listed Therein      3, (Amendment No.
                                     1) (No. 33-52377)
                                                           
10.56  Amendment No. 3, dated as of  Exhibit 10.52 to      
       December 30, 1993, to Credit  1994 10-K             
       Agreement dated as of June                          
       29, 1993 among IMC Global                           
       Operations Inc., IMC Global                         
       Inc. and the Banks Listed
       Therein
                                                           
10.57  Amendment No. 4, dated as of  Exhibit 10.53 to      
       March 10, 1994, to Credit     1994 10-K             
       Agreement dated as of June                          
       29, 1993 among IMC Global                           
       Operations Inc., IMC Global                         
       Inc. and the Banks Listed
       Therein
                                                           
10.58  Amendment No. 5, dated as of  Exhibit 10.54 to
       June 30, 1994, to Credit      1994 10-K
       Agreement dated as of June
       29, 1993 among IMC Global
       Operations Inc., IMC Global
       Inc. and the Banks Listed
       Therein
                                                           
10.59  Amendment No. 6, dated as of  Exhibit 10.55 to
       November 30, 1994, to Credit  the Company's
       Agreement dated as of June    December 31, 1994
       29, 1993 among IMC Global     Form 10-Q filed
       Operations Inc., IMC Global   February 13, 1995
       Inc. and the Banks Listed
       Therein
                                                           
10.60  Transfer and Administration                         
       Agreement, dated as of                              
       October 31, 1994, between                           
       Enterprise Funding                                  X
       Corporation and IMC-Agrico
       Company
                                                           
10.61  Amended and Restated Credit                         
       Agreement, dated as of July                         
       31, 1995, between IMC Global                        
       Operations Inc., IMC Global                         X
       Inc. and the Banks Listed
       Therein
                                                         Filed with
Exhibit                              Incorporated Herein Electronic
  No.         Description              By Reference to  Submission
--------------------------------------------------------------------
                                                           
11.1   Fully diluted earnings                              
       (loss) per share for the                            
       years ended June 30, 1995,                          X
       1994 and 1993
                                                           
21.1   Subsidiaries of the                                 X
       Registrant
                                                           
23.1   Consent of Ernst & Young LLP                        X
                                                           
27.1   Financial Data Schedule                             X
                                                           
99.1   Registrant's Definitive       Registrant's Proxy
       Proxy Statement for Annual    Statement filed
       Meeting on October 19, 1995   September 11, 1995

*  Denotes management contract or compensatory plan.

(b)    REPORTS ON FORM 8-K

    During the fourth quarter and through the date of this filing, the
following reports were filed:

 1     A report under Item 5 Dated June 15, 1995
 2     A report under Item 5 Dated August 17, 1995
                                   
                                   
                                   
           INDEX TO FINANCIAL STATEMENTS, SUPPLEMENTARY DATA
                   AND FINANCIAL STATEMENT SCHEDULES
                                   
                                   
                                   
                                   
                                                    Page References
                                                    ---------------

Consolidated balance sheet at June 30, 1995 and 1994     33

For the years ended June 30, 1995, 1994, and 1993:

    Consolidated statement of operations                 32
    Consolidated statement of cash flows                 34
    Consolidated statement of changes in
     stockholders' equity                                35

Notes to consolidated financial statements               36-51

Supplementary financial information - quarterly results (unaudited)    52-53




-------------------------

    Financial statements and schedules and summarized financial
information of 50 percent or less owned persons are omitted as none of
such persons are individually or in the aggregate significant under the
tests specified in Regulation S-X under Article 3.09 of general
instructions to the financial statements.


                              SIGNATURES
                                   
  Pursuant to the requirements of 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                 IMC GLOBAL INC.
                                 -------------------
                                     (Registrant)

                                  Robert C. Brauneker
                         -------------------------------------
                                  Robert C. Brauneker
                                Executive Vice President
                               and Chief Financial Officer
Date:  September 21, 1995

  Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated:

      Signature               Title                   Date
      -------------------------------------------------------------

Wendell F. Bueche
-----------------
Wendell F. Bueche          Chairman             September 21, 1995
                     (Chief Executive Officer)

James D. Speir
--------------
James D. Speir             President            September 21, 1995
                     (Chief Operating Officer)

Robert C. Brauneker
-------------------
Robert C. Brauneker  Executive Vice President   September 21, 1995
                     (Chief Financial Officer)
                   (Principal Accounting Officer)

Raymond F. Bentele
------------------
Raymond F. Bentele         Director             September 21, 1995

Frank W. Considine
------------------
Frank W. Considine         Director             September 21, 1995

Dr. James M. Davidson
---------------------
Dr. James M. Davidson      Director             September 21, 1995

Richard A. Lenon
----------------
Richard A. Lenon           Director             September 21, 1995

David B. Mathis
---------------
David B. Mathis            Director             September 21, 1995

Thomas H. Roberts, Jr.
----------------------
Thomas H. Roberts, Jr.     Director             September 21, 1995

Billie B. Turner
----------------
Billie B. Turner           Director             September 21, 1995

EX-10.5

                                                           EXHIBIT 10.5

                            IMC GLOBAL INC.
                                   
               Management Incentive Compensation Program
                        Effective July 1, 1988
     As Amended Through July 2, 1991 and July 1, 1995 Respectively
                                   
                                   
                                   
  1.    Purpose.  The purpose of the Company's Management Incentive

Compensation Program is to further the growth and success of the

Company and its subsidiaries by providing officers and certain other

employees with additional incentive to contribute to such growth and

success and by aiding the Company in attracting and retaining such

employees.

  2.    Administration.  The Program will be administered by the

Compensation Committee (the "Committee") of the Board of Directors of

the Company.  The Committee is authorized, subject to the provisions of

the Program, to establish such rules and regulations and make such

interpretations and determinations as it may deem necessary or

advisable for the proper administration of the Program.  All such

rules, regulations, interpretations and determinations will be binding

on all participants in the Program.

  3.    Participation.

        3.1  The following employees are eligible to become

participants in the Program in accordance with Section 3.2:



                      (i)  any employee of the Company, other
            than the Chief Executive Officer, who is an Elected
            Officer of the Company and who is required to file a
            Form 3 with the Securities and
                      Exchange Commission.

                      (ii) any other employee of the Company or
            any subsidiary who shall be classified in Grade 19 or
            higher.
      3.2  Within the first month of a fiscal year the Senior Human

Resources Officer shall designate, contingent upon approval of the

Chief Executive Officer, the participants in the Program for that year

from among those persons who as of the beginning of the fiscal year are

eligible to participate under Section 3.1.  Promptly after the end of

each month of the fiscal year, the Senior Human Resources Officer may

designate, from among those persons who become eligible employees

during such month, additional participants in the Program.  Each such

designation shall be in writing and subject to approval of the Chief

Executive Officer.

  4.  Target Incentive Awards.  The Target Incentive Award ("Target

Award") for a participant in a fiscal year shall be determined by

taking his base monthly salary as of the first day of each month in

such year in which he shall be a participant, multiplying each such

amount by the percentage applicable to the incentive award

classification to which he is assigned by the Senior Human Resources

Officer as of the first day of such month consistent with Exhibit I

attached hereto and adding the products so obtained.  Each such

assignment shall be in writing and subject to the approval of the Chief

Executive Officer as provided in Section 3.2.  Such assignment shall

continue to be applicable during the fiscal year except that at the

beginning of any month in such year it may be changed by the Senior

Human Resources Officer because of any change in duties of the

participant for that and subsequent months in the year consistent with

Exhibit I.

  5.  Performance Objective.

      5.1  Not later than the end of the third month of the fiscal year

the Committee, after consultation with the Chief Executive Officer,

shall determine the Performance Objective for the Company for that

fiscal year.  Such Objective shall be expressed in terms of earnings

per share of Common Stock of the Company.  Subject to the provisions of

Section 5.2, earnings per share shall mean fully diluted earnings per

share of Common Stock, as shown on the consolidated statement of

earnings of the Company and its subsidiaries for the fiscal year,

certified by the independent public accountants of the Company.

      5.2  Notwithstanding the provisions of Section 5.1, the

Committee, after consultation with the Chief Executive Officer and the

Chief Financial Officer, may cause to be excluded from the computation

of earnings per share for purposes of this Program income or loss

attributable to any business acquired during the

fiscal year or any other transaction or any adjustment on the books of

account of the Company occurring during the fiscal year and identified

by the Committee as being of an unusual and nonrecurring nature,

provided that the Committee shall not so exclude any such item unless

it shall be satisfied that it was not taken into account in arriving at

a Performance Objective for that year.

      5.3  Not more than 120 days after the beginning of a fiscal year

the Chief Executive Officer or his designee shall notify each

participant who is an elected officer, in writing, of the Performance

Objective applicable for that fiscal year.  At his discretion the Chief

Executive Officer or his designee may send written notice to other

participants.  After such notices have been sent, the Performance

Objective will not change.

  6.  Threshold Percentage; Maximum Percentage.

      6.1  Not later than the end of the third month of the fiscal

year, the Committee, after consultation with the Chief Executive

Officer, shall establish a minimum percentage of achievement of the

Performance Objective for that fiscal year (the "Threshold

Percentage").  The Threshold Percentage may not be less than 75% nor

more than 90% of the Performance Objective without the approval of the

Board of Directors.  If the Threshold Percentage is not achieved, there

will be no Award Pool and participants will not receive incentive

awards under the Program on account of performance, except as provided

in Section 9 below.

      6.2  Not later than the end of the third month of the fiscal

year, the Committee, after consultation with the Chief Executive

Officer, shall establish a Maximum Percentage of achievement of the

Performance Objective for that fiscal year (the "Maximum Percentage")

for the purpose set forth in Section 7.5 below.  The Maximum Percentage

may not be less than 110% without the approval of the Board of

Directors.

  7.  Award Pools.

      7.1  Subject to the provisions of Section 6.1, an Award Pool will

be accrued with respect to each fiscal year, and determined in

accordance with this Section.

      7.2  If the percentage of the Performance Objective which is

achieved in a fiscal year (the "Performance Percentage") is 100%, the

Award Pool for that year will be equal to the sum of the Target Awards

for participants (the "Target Pool").

      7.3  If a Performance Percentage for a fiscal year equals the

Threshold Percentage, the Award Pool shall be the Target Pool

multiplied by a percentage which shall not be less than 50% nor more

than the Threshold Percentage, as determined by the Committee, except

that the Board of Directors may set a different percentage.

      7.4  If a Performance Percentage for a fiscal year exceeds the

Threshold Percentage but does not exceed 100%, the Award Pool will be

determined by (i) taking a fraction, the numerator of which is the

number of percentage points by which the Performance Percentage exceeds

the Threshold Percentage and the denominator of which is the percentage

point spread between the Threshold Percentage and 100%; (ii)

multiplying such fraction by the excess of the Target Pool over the

Award Pool as determined in Section 7.3 above; and (iii) adding the

resulting amount to such Award Pool.

      7.5  If a Performance Percentage for a fiscal year exceeds 100%,

the Award Pool will be determined by multiplying the Target Pool by a

percentage which is not more than 125% and which is determined by the

Committee (except that the Board of Directors may set a different

percentage).

  8.  Payment of Incentive Awards.

      8.1  Promptly after the end of each fiscal year:

            (a)  The Senior Human Resources Officer, after

     consultation with the Chief Financial Officer and after the

     Committee has taken any action which it is authorized to

     take under Section 5.2, shall report to the Chief Executive

     Officer and the Committee, the Award Pool, if any, for the

     Company in respect of that year.

               (b)  The Chief Executive Officer shall designate

     the amount, if any, of the Actual Incentive Award to be made

     to each participant in the Plan who is not an elected

     officer, and shall recommend the amount, if any, of the

     Incentive Award to be made to each elected officer in respect

     of that year, within the limits of the Award Pool for the

     Company.

            (c)  The Committee shall approve the recommendations

     of the Chief Executive Officer and shall submit to the Board

     of Directors for its approval (i)the Actual Incentive Award

     in respect of that year for each participant in the Program

     who is an elected officer, and (ii) the aggregate Actual

     Incentive Awards under the Program in respect of that year.

     With such submissions the Committee shall also submit to the

     Board of Directors its recommendation for the Incentive

     Award, if any, outside of the Plan for the Chief Executive

     Officer in respect of that fiscal year.  Before taking any

     action or making any recommendations to the Board of

     Directors as contemplated by this Section 8.1(c) the

     Committee may consult on such matters with an independent

     consultant generally recognized as being an expert in

     executive compensation matters.

      8.2  The Chief Executive Officer and the Committee, in making

their determinations and recommendations for Actual Incentive Awards

pursuant to Section 8.1(b) and (c) above, will evaluate each

participant's performance during a year, taking into account all

relevant factors, including the degree to which the participant

achieved assigned objectives.

      8.3  Promptly after receiving the Committee's recommendations

referred to in Section 8.1(c)(i) and (ii) above, the Board of Directors

will approve or modify such recommendations all within the limitations

set forth in Section 8.1(b).  In considering these matters, the Board

will take into account the amount of the incentive award, if any, to be

approved by it for the Chief Executive Officer in respect of that year.

      8.4  Unless the participant elects otherwise pursuant to

paragraph 8.5, payment of Actual Incentive Awards to participants under

the Program with respect to a fiscal year shall be made in cash in a

lump sum within 120 days after the close of such fiscal year.

      8.5  A participant may elect to defer payment of his Actual

Incentive Award by written notice to the Senior Human Resources Officer

prior to the beginning of the fiscal year for which the award to be

deferred will be payable.  A participant electing to defer may have his

award paid to him in one of the following ways:

      a)  in a lump sum payment or in a series of not less than 5 or

more than 10 installments commencing not later than 60 days after the

end of the calendar year in which the participant terminates his

employment, whether by death, disability, normal or early retirement

pursuant to the Company's Retirement Plan for Salaried Employees, or

any other reason.  The Committee may, upon request by a participant

prior to his termination of employment in its sole discretion, deem

that any period of consultancy with the Company which is commenced

immediately upon a participant's termination of employment is a

continuation of employment for purposes of this subparagraph alone.

      b)  with the consent of the Committee, in a lump sum payment on

any other date or in a series of not less than 5 or more than 10

installments commencing on any other date as may be agreed upon by a

participant and the Committee.  However, should a participant terminate

employment prior to such agreed upon date for reasons other than

disability or normal early retirement, the Committee may, in its sole

discretion, pay all such participant's awards deferred pursuant to this

subparagraph plus interest accrued thereon to such participant no later

than 60 days after the date of termination of employment.

      All deferred awards will be paid in cash.

      The Company and each participant electing to defer will specify

the method of payment of the deferred award, the date of commencement

of such payments, the rate of interest accrued on such award, and such

other terms of deferral as may be agreed upon between the parties.

Each such agreement will be executed by the Company and the participant

prior to the beginning of the fiscal year for which the award to be

deferred is payable.

      Notwithstanding any election to defer made by the participant

pursuant to the foregoing, upon the death of a participant the Company

in its sole discretion, may pay the participant's deferred awards under

this Plan plus accrued interest thereon to such participant's

designated beneficiary.  Payment will be made in a lump sum no later

than 60 days after the end of the calendar year in which the

participant's death occurs.

      A participant's deferred compensation account will not be

trusteed, nor will such account represent any obligation on the part of

the Company other than the contractual obligations specified in the

award deferral agreement.  The Company agrees to accrue interest on the

participant's deferred compensation account no more frequently than

each calendar quarter of each year at a rate not greater than the prime

rate then currently quoted by the Wall Street Journal under the heading

"Money Rates".

      9.  Special Pool.  If in respect of any fiscal year there is no

Award Pool for the Company, the Committee may establish a Special Pool

which shall not be in excess of 40% of the Target Pool and within the

limitations of that Special Pool, Incentive Awards may be made to

participants in accordance with the procedures set forth in Sections

8.1(b) and (c), and 8.2, 8.3 and 8.4.

      10.  Amendment and Termination.  By action of the Board of

Directors, the Plan may be amended at any time and from time to time or

terminated at any time, provided, however, that no such amendment shall

divest any participant of rights which have been accrued under the Plan

with respect to the fiscal year in which the amendment was made or any

prior fiscal year.

      11.  Plan Operation in the Event of a Change in Control.

            11.1  Application:  This Section 11 shall be applicable to

and govern Awards and their vesting and payment, in the event of a

change in control of IMC Global Inc.

            11.2  Definitions:  For purposes of this Section 11 only

the following terms shall have the following meanings:

      a)  Company:  IMC Global Inc.

      b)  Change in Control:  The term "Change in Control" of the

Company when used in this Plan, shall mean, and be deemed to have

occurred as of the first day that any one or more of the following

conditions have been satisfied.



            (i)   the acquisition by any individual, entity or
          group (a "Person"), including any "person" within the
          meaning of Section 13(d)(3) or 14(d)(2) of the
          Exchange Act, of beneficial ownership within the
          meaning of Rule 13d-3 promulgated under the Exchange
          Act, of 15% or more of either (i) the then outstanding
          shares of common stock of the company (the
          "Outstanding Company Common Stock") or (ii) the
          combined voting power of the then outstanding
          securities of the Company entitled to vote generally
          in the election of directors (the "Outstanding Company
          Voting Securities"); excluding, however, the
          following: (A) any acquisition directly from the
          Company (excluding any acquisition resulting from the
          exercise of an exercise, conversion or exchange
          privilege unless the security being so exercised,
          converted or exchanged was acquired directly from the
          Company; (B) any acquisition by the Company, (C) any
          acquisition by an employee benefit plan (or related
          trust) sponsored or maintained by the Company or any
          corporation controlled by the Company (D) any
          acquisition by any corporation pursuant to a
          transaction which complies with clauses (i), (ii) and
          (iii) of subsection (3) of this definition;
          
            (ii)  individuals who, as of the date hereof,
          constitute the Board of Directors (the "Incumbent
          Board") cease for any reason to constitute at least a
          majority of such Board; provided that any individual
          who becomes a director of the Company subsequent to
          the date hereof whose election, or nomination for
          election by the Company's stockholders, was approved
          by the vote of at least a majority of the directors
          then comprising the Incumbent board shall be deemed a
          member of the Incumbent Board; and provided further,
          that any individual who was initially elected a
          director of the Company as a result of an actual or
          threatened election contest, as such terms are used in
          Rule 14a-11 of Regulation 14A promulgated under the
          Exchange Act, or any other actual or threatened
          solicitation of proxies or consents by or on behalf of
          any Person other than the Board shall not be deemed a
          member of the Incumbent Board;
          
            (iii)  approval by the stockholders of the Company
          of a reorganization, merger or consolidation or sale
          or other disposition of all or substantially all of
          the assets of the Company (a "Corporate Transaction");
          excluding, however, a Corporate Transaction pursuant
          to which (i) all or substantially all of the
          individuals or entities who are the beneficial owners,
          respectively, of the Outstanding Company Common Stock
          and the Outstanding Company Voting Securities
          immediately prior to such Corporate Transaction will
          beneficially own, directly or indirectly, more than
          60% of, respectively, the outstanding shares of common
          stock, and the combined voting power of the
          outstanding securities of such corporation entitled to
          vote generally in the election of directors, as the
          case may be, of the corporation resulting from such
          Corporate Transaction (including, without limitation,
          a corporation which as a result of such transaction
          owns the Company or all or substantially all of the
          Company's assets either directly or indirectly) in
          substantially the same proportions relative to each
          other as their ownership, immediately prior to such
          Corporate Transaction, of the Outstanding Company
          Common Stock and the Outstanding Company Voting
          Securities, as the case may be, (ii) no Person (other
          than: the Company; the corporation resulting from such
          Corporation Transaction; and any Person which
          beneficially owned, immediately prior to such
          Corporate Transaction, directly or indirectly, 25% or
          more of the Outstanding Company Common Stock of the
          corporation resulting from such Corporate Transaction
          or the combined voting power of the outstanding
          securities of such corporation entitled to vote
          generally in the election of directors and (iii)
          individuals who were members of the Incumbent Board
          will constitute at least a majority of the members of
          the board of directors of the corporation resulting
          from such corporation Transaction; or
          
            (iv)  approval by the stockholders of the Company of
          a plan of complete liquidation or dissolution of the
          Company.
      11.3  In the event that a Change in Control occurs then the Trust

between IMC Global Inc. and Wachovia Bank  Trust Company, N.A. for the

Management Incentive Compensation Plan ("Trust") shall become

immediately funded to the level of target awards for the fiscal year in

which such Change in Control occurs and also as to all awards

previously deferred under Section 8.

      11.4  If a change in control occurs and a participant is

terminated from employment (as defined in this Section 11) prior to the

end of the fiscal year in which such change of control occurs, then

such participant's target award shall be prorated to the date of

termination of employment and paid to him by the Trustee of the Trust

on the business day next following the end of the applicable fiscal

year.  Target awards of participants terminated other than as defined

shall be forfeited.  If a change in control occurs and a participant's

award has not been paid to him in accordance with the terms of the

Plan, by the Company for the fiscal year during which such change in

control occurred then the Trustee shall pay the participant his target

award from the Trust as soon as practicable after the date on which his

award should have been paid or, if the award was previously deferred,

on the previously elected payment date.

      11.5  If a change in control occurs and the Plan is terminated

during the fiscal year in which such change in control has occurred,

then target awards for all participants still employed and for those

terminated as defined shall be paid by the Trustee from the Trust as

soon as practicable, on a prorated basis as applicable to terminated

participants, after the end of the fiscal year in which Plan

termination occurred.

  IN WITNESS WHEREOF, IMC Global Inc. has caused this instrument to be

executed, effective as of --------------------.



                              IMC GLOBAL INC.

                              By
                                ----------------------------
                                 Its
 (corporate seal)
ATTEST:


By
  -------------------------
   Its



                               EXHIBIT I
                                   
    MANAGEMENT INCENTIVE COMPENSATION PROGRAM BONUS CLASSIFICATIONS
                                   
     Classifications                 Target %
     ---------------                 --------

Class I                              35 to 50%
-------

Elected Officers


Class II                             25 to 35%
--------

Key Employees


Class III                            15 to 35%
---------


All Others in Grade 19 or above

EX-10.9

                                                           EXHIBIT 10.9




















                        RETIREMENT PLAN
                              FOR
                       SALARIED EMPLOYEES
                               OF
                   IMC GLOBAL OPERATIONS INC.

                   Effective February 1, 1988
            Including Amendments Number One and Two
                    and Amended and Restated
                   Effective January 1, 1989

                RETIREMENT PLAN FOR SALARIED EMPLOYEES
                                  OF
                      IMC GLOBAL OPERATIONS INC.
                                   
                                   
                           TABLE OF CONTENTS
                           -----------------
                                   
                                   
ARTICLE & SECTION                                            PAGE
-----------------                                            ----

Article 1 - Title                                               2

Article 2 - Definitions                                         2

Article 3 - Participation - Commencement of Participation      14

Article 4 - Contributions

     Section 4.1. Contributions                                14

     Section 4.2. Trust                                        15

Article 5 - Pensions

     Section 5.1. Normal and Deferred Retirement               16

     Section 5.2. Early Retirement                             16

     Section 5.3. Minimum Normal, Deferred and Early
       Retirement Benefits                                     18

     Section 5.4. Vested Termination Prior to Early Retirement 18

     Section 5.5. Responsibility to Advise Administrator
       of Current Address                                      19

     Section 5.6. Commencement of Benefits                     19

     Section 5.7. Benefit Commencement Pursuant to a Qualified
       Domestic Relations Order                                20

     Section 5.8  Transferred Employees                        20



ARTICLE & SECTION                                            PAGE
-----------------                                            ----


Article 6 - Pension Forms

     Section 6.1. Basic Pension Form                           21

     Section 6.2. Optional Pension Forms                       22

     Section 6.3. Survivor Benefits                            23

     Section 6.4. Election Procedures                          24

     Section 6.5. Payment of Small Benefits in a Lump Sum      29

     Section 6.6. Election of Option 6 under Section 6.2       29

     Section 6.7. Coordination with Limitations on
       Contributions and Benefits                              30

     Section 6.8. Direct Rollovers                             30

Article 7 - Limitations on Pensions

     Section 7.1. Maximum Annual Benefits                      30

     Section 7.2. Limitation Year and Combination Plan Limits  31

     Section 7.3. Distribution Restrictions                    31

Article 8 - Special Participation and Distribution Rules
              Relating to Reemploymentof Terminated
              Employees and Employment by Related Entities

      Section  8.1.  Reemployment of Terminated  or  Retired  Employees
32

     Section 8.2. Employment by Related Entities               35

     Section 8.3. Change of Status of Participant to Hourly
       Employee                                                36

     Section 8.4. Change of Status of Hourly Employee
       to Salaried Employee                                    37

Article 9 - Administration

     Section 9.1. The Committee                                38

ARTICLE & SECTION                                            PAGE
-----------------                                            ----


     Section 9.2. The Administrator                            41

     Section 9.3. Claims Procedure                             41

     Section 9.4. Actuary to be Employed                       42

     Section 9.5. Funding Policy                               43

     Section 9.6. Notices to Participants, Beneficiaries and
                    Contingent Pensioners                      43

      Section  9.7.  Notices to Employers, Administrator  or  Committee
43

     Section 9.8. Records                                      44

     Section 9.9  Limitation of Responsibility                 44

Article 10 - Participation by Other Employers

     Section 10.1. Adoption of Plan                            45

     Section 10.2. Withdrawal from Participation               46

     Section 10.3. Company as Agent for Employers              45

Article 11 - Continuance by a Successor                        46

Article 12 - Miscellaneous

     Section 12.1. Expenses                                    47

     Section 12.2. Non-Assignability                           47

     Section 12.3. Divestment for Cause                        48

     Section 12.4. Benefits Payable to Incompetents            48

     Section 12.5. Employment Non-Contractual                  49

     Section 12.6. Limitation of Rights                        49

ARTICLE & SECTION                                            PAGE
-----------------                                            ----


     Section 12.7. Merger or Consolidation with Another Plan   49

     Section 12.8. Liability for Benefit Payments              50

     Section 12.9  Mistake                                     50

Article 13 - Amendment, Withdrawal and Termination

     Section 13.1. Amendment                                   50

     Section 13.2. Withdrawal                                  52

     Section 13.3. Termination                                 53

     Section 13.4. Trust to be Applied Exclusively for
                     Participants andTheir Beneficiaries       56

Article 14 - Top Heavy Provisions

     Section 14.1. Introduction                                57

     Section 14.2. Definitions                                 57

     Section 14.3. Minimum Accrued Benefit                     59

     Section 14.4. Adjustment of Benefit                       60

     Section 14.5. Nonforfeitability of Benefit                60

     Section 14.6. Minimum Vesting                             61

     Section 14.7. Further Limitations                         61

Article 15 - Change in Control Provisions                      61
             RETIREMENT PLAN FOR SALARIED EMPLOYEES
                               OF
                   IMC GLOBAL OPERATIONS INC.




      The  Retirement Plan (the "Plan") for Salaried Employees  of  IMC

Global  Operations  Inc. (formerly IMC Fertilizer, Inc.),  as  adopted,

effective  February  1, 1988, is hereby amended and restated  effective

January  1,  1989, except as otherwise noted or required  by  law,  and

applies  to  Participants who retire or otherwise terminate  employment

after that date.



      Assets  were  transferred to the Trust for this Plan representing

accrued  benefits  and  liabilities  for  active  participants  in  the

predecessor  plan on January 31, 1988 who became participants  in  this

Plan  on February 1, 1988.  Additionally, assets were later transferred

representing accrued benefits and liabilities for participants  in  the

predecessor  plan who became participants in this Plan on or  prior  to

March 31, 1989.



      All such predecessor plan participants who became participants in

this  Plan  subsequent  to April 1, 1989 accrue  service  and  credited

service from the date of initial participation in this Plan only.



      Since original adoption certain provisions have been added to the

Plan   to  reflect  accruals  of  Service  and  Credited  Service   for

participants in the Predecessor Plan and to include adoption  of  Model

Amendments and other changes required by applicable law and regulation.



       Certain  salaried  employees  of  Freeport-McMoRan,  Inc.   were

transferred  to  the  Plan  on  or after July  1,  1993.  Additionally,

effective  April 16, 1992 the Retirement Plan for Hourly  Employees  of

IMC  Fertilizer,  Inc. Represented by Local #4-786  Oil,  Chemical  and

Atomic  Workers International Union AFL-CIO was merged into  this  Plan

pursuant to the terms of Amendment Number Two to that Plan as set forth

in Appendix A.



                           ARTICLE 1
                             TITLE


           The title of this plan, on and after November 1, 1994, shall

be  "Retirement  Plan for Salaried Employees of IMC  Global  Operations

Inc." Prior to November 1, 1994 this Plan was known as "Retirement Plan

for Salaried Employees of IMC Fertilizer, Inc."



                           ARTICLE 2
                          DEFINITIONS


          As used herein the following words and phrases shall have the

following  respective  meanings unless the  context  clearly  indicates

otherwise:


          (1)   Accrued  Benefit.  A  Participant's  Normal  Retirement
          Benefit  determined  under Article 5, based  on  his  Salary,
          Final  Average Earnings (if applicable), and Credited Service
          as  of the date when his Accrued Benefit is being determined.
          Effective  January 1, 1994, and except as otherwise  provided
          by  the  Plan, the Accrued Benefit of each Section 401(a)(17)
          Employee under the Plan will be the greater of:

                (a) The Employee's Accrued Benefit determined under the
          benefit  formula  applicable  for  the  Plan  Year  beginning
          January 1, 1994, as applied to the Employee's total years  of
          Credited Service taken into account for


          determining his Accrued Benefit; or

          (b) The sum of:

                          (i)   The  Employee's Accrued Benefit  as  of
               December 31, 1993, frozen in accordance with Treas. Reg.
                1.401(a)(4)-13, and

                        (ii)  The Employee's Accrued Benefit determined
               under  the benefit formula applicable for the Plan Years
               beginning on or after January 1, 1994, as applied to the
               Employee's  years  of Credited Service  for  Plan  Years
               beginning on or after January 1, 1994.

                          A  Section 401(a)(17) Employee
               is  an  Employee  whose  current  Accrued
               Benefit  as of a date on or after January
               1,  1994  is based on Salary for  a  year
               beginning  before January  1,  1994  that
               exceeded $150,000.



          (1)   Actuarial (or Actuarially) Equivalent.   A  benefit  of
          value  equivalent  to  the value of the benefit  replaced  as
          determined    under   actuarial   mortality   and    interest
          assumptions.  Except where otherwise provided by the Plan  or
          required   by  applicable  law  and  regulations,   Actuarial
          Equivalent benefit forms will be determined under  this  Plan
          by  applying  an  interest rate of  the  lesser  of  (A)  six
          percent,  or  (B) the applicable interest rate as  determined
          below;  and  mortality  rates under the applicable  mortality
          table as determined below.  For purposes of this definition:



                     (a)   The applicable interest rate is the interest
               rate(s)  that  would  be  used by  the  Pension  Benefit
               Guaranty  Corporation for valuing  single  sum  benefits
               upon  termination of a single employer Plan  as  of  the
               month containing the Pension Starting Date for which the
               determination is made.





                     (b)   The  applicable mortality table is the  1976
               Projected   Experience  Table  rates,   based   on   the
               experience  underlying the 1971 Group Mortality  Tables,
               without   margins,  with  a  projection  for   mortality
               improvements  to  1976 by Scale E,  and  with  mortality
               rates for Beneficiaries assumed to be equal to that  for
               Participants seven years younger.

               No amendment of this definition will be applied to cause
          the  Actuarial Equivalent of a Participant's accrued  benefit
          to  be  less than it would have been, calculated  as  of  the
          later  of the date the amendment is adopted or effective,  on
          the   basis  of  the  preamendment  mortality  and   interest
          assumptions.

          (3)   Administrator.  The administrator of the plan appointed
          by the Company pursuant to Section 9.2.

          (4)  Affiliate.   Any corporation, trade or business that  is
          a member of a controlled group of corporations (as defined in
          Section 414(b) of the Code) which includes the Company;   any
          trade or business (whether or not incorporated) that is under
          common  control (as defined in Section 414(c)  of  the  Code)
          with  the Company; any entity (whether or incorporated) which
          is  a  member of an affiliated service group (as  defined  in
          Section  414(m) of the Code) that includes the  Company;  and
          any  other entity required to be aggregated with the  Company
          pursuant  to  regulations  under Code  Section  414(o).   For
          purposes of applying this definition and Sections 414(b)  and
          (c)  of  the  Code  (and  their  cross-reference  to  Section
          1563(a)(1)  of  the Code) to Article VII  of  the  Plan,  the
          phrase  "more than 50 percent" shall be substituted  for  the
          phrase  "at  least 80 percent" at each place  it  appears  in
          Section  1563(a)(1)  of  the  Code.   For  purposes  of  this
          definition,  an  Affiliate shall be considered  an  Affiliate
          only  for  the  time  during which  it  satisfies  the  above
          conditions for being an Affiliate.

          (5)   Beneficiary or Designated Beneficiary.  The  person  or
          persons,  designated by a participant to receive the benefits
          provided by Sections 6.3(a) and 6.3(c).

          (6)   Break in Service.  Any period during which an  Employee
          is  not employed by an Employer or an Affiliate and which  is
          not  included  in  a period of employment.  For  purposes  of
          determining  whether  an Employee has  incurred  a  break  in
          service,  the Employee shall be deemed to be employed  by  an
          Employer or an Affiliate during any period in which he is  in
          Military  Service, provided that such Military  Service  does
          not extend beyond the date on which he could, with or without
          application,  have been discharged and after  discharge  from
          such military service he returns to the employ of an Employer
          within  the  period  prescribed  by  laws  relating  to   the
          reemployment rights of persons in military service.

          (7)   Change in Control:  The term "Change in Control" of IMC
          Global  Operations Inc. ("Group") when used in this Plan,  is
          defined  to  occur on the date of the first to occur  of  the
          following:

                    (a)  there occurs a change in control of Group of a
               nature that would be required to be reported in response
               to  Item 6(3) of Schedule 14A of Regulations 14A or Item
               1 of Form 8-K, promulgated under the Securities Exchange
               Act  of  1934 as in effect on the date of this Agreement
               or,  if  neither item remains in effect, any regulations
               issued   by   the  Securities  and  Exchange  Commission
               pursuant  to the Securities Exchange Act of  1934  which
               serve similar purposes;

                    (b)  any 'person' (as such term is used in Sections
               13(d)  and  14(d)(2) of the Securities Exchange  Act  of
               1934)  is  or  becomes a beneficial owner,  directly  or
               indirectly,  of  securities of the Company  representing
               20%  or more of the combined voting power of the Group's
               then outstanding securities;

                     (c)  the individuals who were members of the Board
               of  Directors of Group, or of any class into which it is
               divided,   immediately  prior  to  a  meeting   of   the
               shareholders  of  Group  involving  a  contest  for  the
               election of directors shall not constitute a majority of
               the Board of Directors, or of such class, following such
               election;

                     (d)   Group shall have merged into or consolidated
               with  another corporation, or merged another corporation
               into  Group,  on a basis whereby less than  50%  of  the
               total  voting  power  of  the surviving  corporation  is
               represented  by  shares held by former  shareholders  of
               Group prior to such merger or consolidation.

          (8)  Code.  The Internal Revenue Code of 1986, as amended.

          (9)   Committee.   The Committee appointed by  the  Board  of
          Directors of the Company pursuant to Section 9.1.

          (10)   Company.   IMC  Global  Operations  Inc.,  a  Delaware
          corporation,  and  any  corporation  which  succeeds  to  the
          business of such corporation and adopts the Plan pursuant  to
          Article  11.   Any  action required by the Company  shall  be
          taken  by resolution of the Board of Directors of the Company
          or by an officer of the Company authorized by such resolution
          or by the by-laws of the Company to take actions of that type
          respecting the Plan.

          (11)  Contingent Pensioner.  A participant's spouse,  or  the
          person (which may be the participant's spouse) designated  by
          a  participant  to  receive a pension if  such  person  shall
          survive the participant under one of the options set forth in
          Section 6.2.

          (12)  Covered  Compensation.  The  thirty-five  year  average
          amount  of  the  maximum taxable wage bases for  purposes  of
          Social  Security  ending with the calendar year  in  which  a
          Participant  attains Social Security Retirement  Age.   If  a
          Participant retires or otherwise terminates employment  prior
          to   attainment  of  Social  Security  Retirement  Age,  this
          thirty-five  year average shall be calculated  assuming  that
          the taxable wage base in future years equals the taxable wage
          base  in  effect  for the last calendar  year  in  which  the
          Participant is employed.

          (13) Credited Service.  A participant's period of employment,
          used  to  determine the amount of his pension.  The  Credited
          Service  of  a  Predecessor  Plan  Participant  who   was   a
          participant in the Predecessor Plan on January 31,  1988  and
          who  became a Participant in this Plan on February  1,  1988,
          shall  be  the  sum of (1) his "credited service"  under  the
          predecessor plan as of January 31, 1988 and (ii)  his  Period
          of Employment subsequent to the effective date.

                A Predecessor Plan Participant who was a participant in
          the Predecessor Plan before January 31, 1988 and who became a
          Participant in this Plan after February 1, 1988,  but  on  or
          before April 1, 1989, shall have his "credited service" under
          the  Predecessor  Plan  recognized under  this  Plan;  and  a
          Transferred Employee shall have his "credited service"  under
          the  Freeport  McMoRan Employees Retirement  Plan  recognized
          under  this  Plan  to the extent required by Section  5.8(b),
          provided in either case that 1) he has not received or is not
          receiving benefits under the Predecessor Plan or the Freeport-
          McMoRan Employees Retirement Plan, and 2) such service  would
          otherwise  be  recognized  under  the  provisions  of    this
          Paragraph (13) and Paragraphs (28), (36) and (45) of  Article
          2.

                A  Participant who participated in the Predecessor Plan
          and  first  became  eligible  to  participate  in  this  Plan
          subsequent to April 1, 1989 shall accrue Service and Credited
          Service  only from the date of eligibility to participate  in
          this Plan.

          (14)   Distributee.    A  person  entitled   to   receive   a
          distribution  from the trust under Article 6.  A  Distributee
          includes  an  Employee or former Employee. In  addition,  the
          Employee's  or former Employee's surviving spouse  or  former
          Employee's spouse or former spouse who is the alternate payee
          under  a  qualified domestic relations order, as  defined  in
          Article  12  and Section 414(p) of the Code, are Distributees
          with regard to the interest of the spouse or former spouse.

          (15)  Effective Date.  The effective date of  the  plan  with
          respect to an Employee's Employer, which in the case  of  the
          Company  shall be February 1, 1988, and in the  case  of  any
          other Employer shall be the date designated by such employer.

          (16)  Eligible  Employee.  An Employee of an  Employer  other
          than  an  hourly-paid employee, except to the extent provided
          by  Section 8.3, and other than a leased employees within the
          meaning of Section 414(n)(2) or 414(o)(2) of the Code;


          (17)  Eligible Retirement Plan.  An Eligible Retirement  Plan
          is  an  individual  retirement account described  in  Section
          408(a)   of  the  Code,  an  individual  retirement   annuity
          described  in  Section 408(b) of the Code,  an  annuity  plan
          described in Section 403(a) of the Code, or a qualified trust
          described  in  Section 401(a) of the Code, that  accepts  the
          Distributee's eligible rollover distribution. However, in the
          case  of  an Eligible Rollover Distribution to the  surviving
          spouse,   an   Eligible  Retirement  Plan  is  an  individual
          retirement account or individual retirement annuity.

          (18)  Eligible  Rollover Distribution.  An Eligible  Rollover
          Distribution is any distribution of all or any portion of the
          balance  to  the  credit of the Distributee, except  that  an
          eligible rollover distribution does not include:

                     (a)   any distribution that is one of a series  of
               substantially   equal  periodic   payments   made   less
               frequently   than  annually  for  the  life   (or   life
               expectancy)  of the distributee or the joint  lives  (or
               joint  life  expectancies) of the  Distributee  and  the
               Distributee's designated beneficiary, or for a specified
               period of ten years or more;

                      (b)    any   distribution  to  the  extent   such
               distribution is required under Section 401(a)(9) of  the
               Code; and

                     (c)   the portion of any distribution that is  not
               includible in gross income (determined without regard to
               the  exclusion  for  net  unrealized  appreciation  with
               respect to Employer securities).

          (19)  Employee.  An individual who is employed by an Employer
          or  any  Affiliate. Employee shall include  leased  employees
          within the meaning of Sections 414(n)(2) and 414(o)(2) of the
          Code, unless leased employees constitute less than 20% of the
          Employers'  and  Affiliates' nonhighly compensated  workforce
          within  the meaning of Section 414(n)(5)(c)(ii) of  the  Code
          and  the leased employee is covered by a safe harbor plan  of
          the  leasing organization meeting the requirements of Section
          414(n)(5)(B) of the Code as in effect at the relevant time.

                Any  person employed by a foreign corporation shall  be
          deemed to be an Employee of an Employer during his period  of
          employment by such foreign corporation if

                         (i)  not less than 100% of the voting stock of
               such foreign corporation is owned by an employer;

                          (ii)   the  employer  has  entered  into   an
               agreement  under  Section  3121(1)  of  the  Code  which
               applies to such foreign corporation;

                        (iii)   the employee is a citizen of the United
               or  is  a permanent resident alien in the United States;
               and

                        (iv)    contributions under a  funded  plan  of
               deferred  compensation  are not provided  by  any  other
               person  with  respect to the remuneration paid  to  such
               person by such foreign corporation.

                 The   term  Employee  shall  exclude  all  independent
          contractors and any other individuals whose only remuneration
          from the Company is reported on an IRS Form 1099.

          (20)  Employer.  The Company and any other corporation which,
          with the consent of the Company, elects to participate in the
          Plan  in  the  manner  described  in  Section  10.1  and  any
          successor  corporation  which adopts  the  Plan  pursuant  to
          Article   11.    If  any  such  corporation  withdraws   from
          participation  in  the  Plan pursuant  to  Section  10.2,  or
          terminates its participation in the Plan pursuant to  Section
          13.3,  such  corporation  shall  thereupon  cease  to  be  an
          Employer.

          (21)  ERISA.  The Employee Retirement Income Security Act  of
          1974.

          (22)  Family  Member.   An individual  described  in  Section
          414(q)(6)(B) of the Code.

          (23)  Final  Average Salary.  The average of a  participant's
          annual  Salary for the five consecutive years within the  ten
          successive   years  of  service  immediately  preceding   the
          Participant's  retirement date, or  date  of  termination  of
          Service in which he has the greatest aggregate salary.

          (24)  Highly Compensated Employee.  A participant  or  former
          participant who is a highly compensated employee  as  defined
          in  Code Section 414(q) the requirements of which are  herein
          incorporated into this Plan by specific reference.

          (25)  Highly Compensated Former Employee.  A former  Employee
          who  separated from Service and ceased participation  in  the
          Plan  and  was a Highly Compensated Employee at the  time  he
          ceased  participation  after  attaining  age  55.   A  Highly
          Compensated  Former  Employee shall be treated  as  a  Highly
          Compensated Employee.

          (26)  Maternity or Paternity Leave.  A leave of absence taken
          by  an  employee for any period by reason of such  employee's
          pregnancy, birth of an employee's child, placement of a child
          with  the  employee in connection with the adoption  of  such
          child or any absence for the purpose of caring for such child
          for  a  period immediately following such birth or placement.
          Leaves  of  absence taken in accordance with this  subsection
          shall not include any leave of absence which is deemed to  be
          a  short term disability under the Short-Term Disability Plan
          for  Salaried Employees of IMC Global Operations Group,  Inc.
          whether  or  not the employee is eligible for benefits  under
          that plan.

          (27)  Military Service.  (a)  Service in active duty  in  the
          armed  forces  of the United States or of any State  thereof;
          (b) service in the uniformed services of the United States or
          of  any State thereof; or (c) service in the armed forces  of
          the  United  States or any of its allies in time  of  war  in
          which the United States is engaged.

          (28) Minimum Vesting Requirement.  Completion of ten years of
          Service or attainment of age 65, whichever first occurs.  For
          a  participant credited with Service on or after  January  1,
          1989  and effective as of such date, completion of five years
          of Service or attainment of age 65, whichever first occurs.

                A  Participant's  service under  any  pension  plan  of
          International  Minerals  &  Chemical  Corporation  shall   be
          recognized   as   Service  under  this  Plan  provided   such
          participant  became eligible to participate in this  Plan  no
          later than March 31, 1989 so long as such prior service would
          have  been  recognized in any event under the  provisions  of
          Paragraphs 2(31) and 2(39) of this Plan.

          (29)  Non-Highly  Compensated Employee.  An Employee  of  the
          Employer who is neither a Highly Compensated Employee  nor  a
          Family Member.

          (30) Normal Retirement Age.  The date the Participant attains
          age 65.

          (31)  Normal  Retirement Date.  The first day  of  the  month
          coincident  with  or next following the date the  Participant
          attains his Normal Retirement Age.

          (32) Old Plan.  The Retirement Plan for Salaried Employees of
          International Minerals & Chemical Corporation as in effect on
          December 31, 1969.

          (33)   Participant.   An  employee  who  has  satisfied   the
          requirements set forth in Article 3.

          (34)   Pension.   The  annual  benefit,  payable  in  monthly
          installments, which continues for the lifetime of the  payee,
          except as payable under Option 6 of Section 6.2.

          (35) Pension Starting Date.  The first day on which a pension
          is payable which is always the first day of the month.

          (36)  Period of Employment.  Each period of time measured  in
          months during which a Participant is employed by an employer.
          A  Participant's Period of Employment shall not be terminated
          by  reason  of  a  leave  of absence from  active  employment
          granted  by  his  employer, pursuant to  a  policy  uniformly
          applied in all similar circumstances, because of (a) Military
          Service,  attendance at a school or training program  at  the
          request  of his employer, mandatory government service  in  a
          civilian capacity, jury duty, layoff, leave under the  Family
          and  Medical Leave Act, or any applicable state family  leave
          statute,  or personal hardship; or (b) because of disability,
          provided that if he does not return to active employment with
          an employer before the later of (i) the time specified in his
          leave,  or (ii) cessation of his disability, as the case  may
          be,  his employment shall be considered terminated as of  the
          earlier  of twelve months after the last day of the month  in
          which such leave began and the last day of the month in which
          such leave of absence terminated.

                Maternity or Paternity Leave shall be deemed  to  be  a
          Period  of Employment where necessary to prevent a  Break  in
          Service, either in the plan year such leave is begun  or  the
          following year.

               An employee's absence from service because of engagement
          in  Military Service shall be considered a leave  of  absence
          granted by his employer and notwithstanding any provision  of
          the  first  paragraph of this subdivision shall not terminate
          his  service  if  he  returns to active  employment  with  an
          employer  within  thirty days following the  period  of  time
          during  which he has reemployment rights under any applicable
          federal law.

          (37)  Plan.  The Plan herein set forth, as amended from  time
          to time.

          (38)  Plan  Year.  February 1 through December 31,  1988  and
          January 1 through December 31 thereafter.

          (39)  Predecessor  Plan.  The Retirement  Plan  for  Salaried
          Employees of International Minerals & Chemical Corporation as
          in  effect  on the last day the participant was  eligible  to
          participate in that plan so long as such date was on or prior
          to March 31, 1989.

          (40)  Predecessor  Plan Participant.  A  Participant  in  the
          Plan,  whose participation commenced prior to April 1,  1989,
          and  who  was a participant in the predecessor plan prior  to
          March  31, 1989 so long as such prior service would otherwise
          be  recognized  under  the  rules set  forth  in  Article  2,
          Paragraphs  5,  11,  23, 31 and 39.   A  participant  in  the
          predecessor plan who was on short term disability leave as of
          January 31, 1988 shall, if he is employed by the Company upon
          recovery  from the disability, be deemed to be a  predecessor
          plan participant.

          (41)  Primary  Social Security Benefit.   The  annual  amount
          available for the benefit of a participant at Social Security
          Retirement  Age  (and  excluding payments  for  a  spouse  or
          dependents)  under  the  old age benefit  provisions  of  the
          federal  Social Security Act as in effect as of the date  his
          employment terminates.

                The amount of the Primary Social Security Benefit which
          is required for the purposes of the plan at any time shall be
          the amount estimated on a uniform basis by the administrator.

                Such  estimated  amount shall not  exceed  the  Primary
          Social  Security Benefit that would result based on  (a)  the
          employee's Average Monthly Wage at Social Security Retirement
          Age  under the Social Security Act, computed using the lesser
          of   the   annualized  rate  of  compensation   as   of   the
          determination date or the annual compensation of the employee
          in  the  prior calendar year (annualized, where the  employee
          worked  for  less  than  a full year)  assuming  compensation
          increased  prior  thereto  at the rate  of  increase  in  the
          Average  Per  Worker  Total  Wages  reported  by  the  Social
          Security  Administration and assuming  continuation  of  such
          compensation   without  increase  thereafter   until   Social
          Security  Retirement Age and (b) the Table of Social Security
          Benefits in effect as of the January 1 of the calendar year.

               If applicable a written notice shall be provided to each
          such  terminating  employee which  shall  indicate  that  the
          amount of Social Security is estimated and that, in the event
          the employee obtains a record of his earnings from the Social
          Security  Administration, then the amount of Social  Security
          shall  be  based on such record of actual earnings; provided,
          however,  that such record of Social Security earnings  shall
          be   utilized  only  if  such  record  is  submitted  to  the
          administrator  by  the  employee  no  later  than  120   days
          following the later of the date of the employee's termination
          and the time the employee receives such written notice.

          (42) Qualified Joint and Survivor Annuity.  For a Participant
          married  on  his  pension starting date,  a  monthly  annuity
          payable  to  a  Participant  for his  life,  with  a  monthly
          survivor  annuity payable after his death to  the  spouse  to
          whom  the  Participant  was married on his  Annuity  Starting
          Date, if the spouse survives the Participant, and the monthly
          payment under which equals fifty-percent (50%) of the monthly
          payment to the Participant.

                For  a  Participant who is not married on  his  pension
          starting date, the annuity for the life of the Participant.

          (43) Regulations.  Written promulgations of the Department of
          Labor  construing  Title  I of ERISA  or  the  Department  of
          Treasury construing the Code.

          (44)  Salary.   Salary  shall mean  earnings  listed  on  the
          Employee's Form W-2, Box 1, plus any salary reduction amounts
          elected  by  a  Participant pursuant  to  the  terms  of  the
          Investment   Plan  for  Salaried  Employees  of  IMC   Global
          Operations  Inc. and the IMC Global Operations Inc.  Flexible
          Benefits Program, but then excluding:

                    (a)  50% of any incentive payment or bonus, and

                      (b)   Any  annual  earnings  in  excess  of   the
               compensation  limit. For this purpose, the "compensation
               limit"    means  the  amount  established   by   Section
               401(a)(17)  of the Code, as such amount is adjusted  for
               increases  in  the  cost of living  in  accordance  with
               Section  401(a)(17)(b)  of the  Code.   (This  limit  is
               $200,000  for  Plan Years beginning after  December  31,
               1988   and  $150,000  for  Plan  Years  beginning  after
               December 31, 1993.)  If salary is being determined for a
               period,  not exceeding 12 months, that is not a calendar
               year,  the  adjusted annual compensation limit  for  the
               calendar year in which that determination period  begins
               will   apply  to  that  determination  period.  If   the
               determination period consists of fewer than  12  months,
               the   adjusted   annual  Compensation  Limit   will   be
               multiplied by a fraction, the numerator of which is  the
               number  of  months in the determination period  and  the
               denominator  of  which is 12.  If an Employee's  benefit
               accruing in any current Plan Year depends on salary  for
               an  earlier  determination period, the  adjusted  annual
               Compensation Limit for that earlier determination period
               will  apply  to  that  Salary.  For  this  purpose,  the
               adjusted  annual Compensation Limit to  be  applied  for
               benefit  accruals after 1993 that depend on  salary  for
               periods  before  1994  is $150,000.   In  applying  this
               limitation, Highly Compensated Employee who  is  subject
               to  the  family  member  aggregation  rules  of  Section
               414(q)(6) of the Code because the Employee is  either  a
               five percent (5%) owner of the Company or one of the ten
               Highly   Compensated   Employees   paid   the   greatest
               compensation during the year, and all his family members
               shall  be treated as a single Employee, except that  for
               this  purpose  family  members shall  include  only  the
               affected  Employee's spouse and any  lineal  descendants
               who have not attained age nineteen (19) before the close
               of the year.  If, as a result of the application of such
               rules  the adjusted compensation limit is exceeded,  the
               compensation  Limit shall be apportioned among  affected
               Family   Members  in  proportion  to  each  such  Family
               Member's  compensation prior to the application  of  the
               compensation limit.

          (45)  Service.  A Participant's employment which is used,  if
          his employment terminates prior to his Normal Retirement Age,
          to determine whether he is entitled to receive a Pension.   A
          Predecessor Plan Participant's Service shall be the total  of
          (i)  the  Periods of his Employment by an Employer after  the
          Effective  Date and (ii) his Service as of January  31,  1988
          under the Predecessor Plan.

                In  addition, a Participant who left the employ of  the
          Predecessor  Employer  prior to  January  31,  1988  and  had
          credited  service  under the Predecessor Plan  and  became  a
          participant in this Plan subsequent to February 1,  1988  but
          prior  to  April  1,  1989 will have such service  under  the
          Predecessor  Plan  recognized under this Plan  provided  that
          such  predecessor plan service would otherwise be  recognized
          under  the terms of this Paragraph (45) as well as Paragraphs
          (13),  (28)  and  (36)  of  Article  2.   A  Participant  who
          participated in the Predecessor Plan and became  eligible  to
          participate  in this Plan subsequent to April 1,  1989  shall
          accrue service from the date of eligibility to participate in
          this Plan.

                In  addition,  a  Participant who left  the  employ  of
          Freeport-McMoRan  Inc., who had vesting and credited  service
          under  the Freeport McMoRan retirement plan,  was transferred
          employment to IMC Fertilizer, Inc.on or after July  1,  1993,
          and became a Participant in the Plan subsequent thereto, will
          have  such service under the Freeport-McMoRan plan recognized
          under  the  Plan  provided  that the  Freeport  McMoRan  plan
          service would otherwise be recognized under the terms of this
          Paragraph  (45) as well as Paragraphs (13, (28) and  (36)  of
          Article  2.  A Participant who participated in the  Freeport-
          McMoRan plan and became eligible to participate in this  Plan
          subsequent to July 1, 1993 shall accrue service from the date
          of eligibility to participate in the Plan.

                Any Break in Service of twelve months or less shall  be
          included in an Employee's Service.

          (46)  Social Security Retirement Age. Age sixty-five (65)  as
          to  any Participant born prior to January 1, 1938; age sixty-
          six  (66) as to any Participant born after December 31,  1937
          but  prior to January 1, 1955; age sixty-seven (67) as to any
          Participant born after December 31, 1954.

          (47)  Termination of Employment:  For purposes  of  the  Plan
          other  than  Article  15,  the date on  which  an  Employee's
          employment  with the Employers and Affiliates terminates  for
          any reason.

          (48)  Transferred  Employee.   Each  person  who  becomes  an
          Employee on or after July 1, 1993 and who was an employee  of
          Freeport-McMoRan  Inc. prior to the date on  which  he  first
          became an Employee.

          (49)  Trust.   The  trust  created by agreement  between  the
          Employers and the Trustee, as from time to time amended.

          (50)  Trust Fund.  All money and property of every kind  held
          by the Trustee under the trust agreement.

          (51)  Trustee.  The trustee provided for in Section 4.2,  any
          successor trustee or, if there shall be more than one trustee
          acting at any time, all of such trustees collectively.




                           ARTICLE 3
                         PARTICIPATION


           Commencement  of Participation.  Each person who  became  an

Employee  of  the Company on February 1, 1988 and who was a Participant

in  the Predecessor Plan as of January 31, 1988 became a Participant in

this  Plan as of February 1, 1988.  If the Plan becomes effective  with

respect to any Employer after the Effective Date, any Eligible Employee

of  such  Employer on the Effective Date with respect to such  Employer

shall  become  a  Participant as of such  Effective  Date.   Any  other

Employee  shall become a Participant on the date he becomes an Eligible

Employee.

      If  a Participant is transferred from one Employer to another  or

from  an  Employer to an Affiliate or from an Employer to International

Minerals & Chemical Corporation (Canada) Limited, such transfer may not

terminate  the  Participant's  participation  in  the  Plan  and   such

Participant  may  continue to participate in accordance  with  Sections

8.2, 8.3 and 8.4 of this Plan.



                           ARTICLE 4
                         CONTRIBUTIONS


           Section 4.1.  Contributions.  The Employers intend  to  make

contributions to the Trust (a) sufficient to maintain for  the  Plan  a

non-negative funding standard account balance; and (b) not in excess of

the  amount  currently deductible in computing the  Employer's  federal

income  tax.  The  Employer shall contribute to  the  Trust  Fund  with

respect  to Participants for which this Plan has been adopted, periodic

payments established under the funding policy explained in this Article

4.   Contributions by any Employer for each Plan Year shall be paid  to

the  Trustee no later than as may be permitted under Section 412(c)(10)

of the Code.

       Employees   shall   not  be  required  or  permitted   to   make

contributions.

      Subject to Article 7, any contribution made by an Employer  shall

be  irrevocable and shall be held and disposed of by the Trustee solely

in accordance with the provisions of the Plan and the Trust Agreement.

      Each  contribution  made by an Employer shall  be  deemed  to  be

conditioned  upon the deductibility of the contribution  under  Section

404  of  the Code.  If the deduction of all or part of any contribution

is  disallowed, it shall, to the extent disallowed, be  repaid  to  the

Employer   within   one  year  after  the  date  of  disallowance.    A

contribution also shall be repaid to an Employer, within one year after

the date made, if made in error because of a mistake of fact.



           Section  4.2.   Trust.   A Trust shall  be  created  by  the

execution  of a Trust Agreement between the Employers and the  Trustee.

All  contributions under the Plan shall be paid to  the  Trustee.   The

Trustee  shall hold all monies and other property received  by  it  and

invest  and  reinvest the same, together with the income therefrom,  on

behalf  of  the  Participants  collectively  in  accordance  with   the

provisions   of   the   Trust  Agreement.   The  Trustee   shall   make

distributions from the Trust Fund at such time or times to such  person

or  persons  and in such amounts as the Administrator shall  direct  in

accordance with the Plan.









                           ARTICLE 5
                            PENSIONS


          Section 5.1.  Normal and Deferred Retirement.  (a)  Effective

for Participants whose employment is terminated before January 1, 1989,

and  subject to the provisions of paragraph (b) below, Option  6  under

Section 6.2, any Supplements, Article 6 and Article 7, each Participant

whose  employment is terminated on or after his Normal Retirement  Date

shall  be  entitled  to receive an annual Pension, commencing  on  such

date, in an amount equal to the greater of:

                (i)   $192.00 times the Participant's years of Credited
          Service, or

              (ii)  the sum of

                (A)  an  amount equal to 2% of the Participant's  Final
          Average  Salary multiplied by his years of Credited  Service,
          up to and including 25 years, plus

                (B)  an  amount equal to 1% of the Participant's  Final
          Average  Salary  multiplied by his years of Credited  Service
          over 25 years, to a total maximum 35 years, less

                (C)  an  amount equal to 2% of a Participant's  Primary
          Social  Security Benefit multiplied by his years of  Credited
          Service up to and including 25 years.
          


       (b)   Notwithstanding  the  above,  the  Pension  benefit  of  a

participant  in the Predecessor Plan who became a Participant  in  this

Plan on or prior to March 31, 1989 and for whom assets were transferred

to the Plan shall be computed as follows:

      The  value  of  the difference, if any, between  a  Participant's

accrued Pension under the Predecessor Plan as of the last day he was an

eligible  participant  in the Predecessor Plan  and  the  Participant's

theoretical Pension under this Plan as if he had accrued a Pension  for

the  same  length of Credited Service, and at the same Salary which  is

attributed  to  the  inclusion or exclusion of incentive  pay  in  such

Predecessor  Plan's  monthly Pension formula, shall  be  preserved  and

added  to  such Participant's final Pension at the time of  his  early,

deferred or normal retirement, as applicable.

      In  addition, the Pension accrued to any Participant  under  this

Plan  who was a participant in the Predecessor Plan and on whose behalf

assets  were  transferred to this Plan shall never  be  less  than  the

Pension  which  would accrue to such Participant under the  Predecessor

Plan  as  of  the  last  day  he  was an eligible  participant  in  the

Predecessor Plan.

      (c)  Effective January 1, 1989, for Participants whose employment

terminates then or thereafter, and subject to the provisions of  Option

6  under Section 6.2, any Supplement, Article 6 and 7, each Participant

whose  employment is terminated on or after his Normal Retirement  Date

shall  be  entitled  to receive an annual Pension, commencing  on  such

date, in an amount equal to the greater of:


                (i)  his Pension as computed under Section 5.1(a) above
          for  all years of Credited Service through December 31, 1988,
          or

              (ii)  the sum of

                (A) an amount equal to 1.35% of the Participant's Final
          Average  Salary multiplied by his years of Credited  Service,
          up to and including 25 years, plus

                (B)  an  amount equal to 1% of the Participant's  Final
          Average  Salary  multiplied by his years of Credited  Service
          over 25 years to a maximum of 35 years, plus

                (C)  an amount equal to .43% of the Participant's Final
          Average  Salary in excess of Covered Compensation  multiplied
          by his years of Credited Service up to a maximum of 35 years.
          


           Section  5.2.   Early  Retirement.  Each  Participant  whose

employment is terminated prior to his Normal Retirement Date but  after

he  has  attained  ten years of Service and age 55 shall  be  entitled,

subject  to Article 6 and Article 7 and Option 6 under Section 6.2,  to

receive  a Pension, commencing on the first day of the month coincident

with  or next following his termination of employment (or on the  first

day  of  any  month  subsequent to such date and prior  to  his  Normal

Retirement  Date  which he shall designate by 90 days  advance  written

notice  to the Administrator) in the amount as determined under Section

5.1  but  reduced by one-third of one per cent for each month by  which

the  commencement of his Pension under this Section precedes the  first

day of the month coincident with or next following his 62nd birthday.



           Section  5.3.  Minimum Normal, Deferred and Early Retirement

Benefits.  The Pension to which a Participant is entitled under Section

5.1  or  Section  5.2 shall in no event be less than  the  hypothetical

Pension  which  he would have been entitled to receive had  he  retired

under  Section  5.2 at any time prior to his actual date of  retirement

and  elected to have such hypothetical Pension commence the first  date

on  which he was eligible for early retirement, provided, however, that

any  difference  between  such Pensions which  is  attributable  to  an

increase  in  the  amount of the Participant's Primary Social  Security

Benefit due to changes in the  Federal Social Security Act between  the

first  date  on  which  he was eligible for early  retirement  and  his

Pension  Starting Date shall be disregarded.  Similarly,  increases  in

the Covered Compensation amount will not reduce his benefit.



           Section  5.4.  Vested Termination Prior to Early Retirement.

Each Participant whose employment is terminated prior to his attainment

of  age  55  but after he has satisfied the Minimum Vesting Requirement

shall  be  entitled, subject to Article 6 and Article 7, to  receive  a

Pension  in any of the optional forms listed in Section 6.2, commencing

on  the  first  day of the month coincident with or next following  his

termination date (or on the first day of any month subsequent  to  such

date  which he shall designate by 90 days advance notice, as determined

under Section 5.1), but actuarially reduced for each month by which the

commencement of his Pension under this Section precedes the  first  day

of the month coincident with or next following his 65th birthday.



           Section  5.5.   Responsibility to  Advise  Administrator  of

Current  Address.  Each person entitled to receive a payment under  the

Plan  shall file with the Administrator in writing his complete mailing

address  and each change therein.  A check or communication  mailed  to

any  person  at  his  address on file with the Administrator  shall  be

deemed  to  have been received by such person for all purposes  of  the

Plan,  and  none of the Administrator, the Committee, the Employers  or

the Trustee shall be obliged to search for or ascertain the location of

any  person.   If the Administrator is in doubt as to whether  payments

are  being  received  by  the person entitled  thereto,  he  shall,  by

registered  mail addressed to the person concerned at his last  address

known  to the Administrator, notify such person that all future Pension

payments   will   be  withheld  until  such  person  submits   to   the

Administrator  evidence of his continued life and  his  proper  mailing

address.



           Section 5.6.  Commencement of Benefits.  The entire interest

of  any Participant in the Plan must be distributed or commenced to  be

distributed by no later than April 1 of the calendar year following the

calendar  year in which such Participant attained age 70-1/2.   Payment

of  benefits  to  a  Participant  or a  Beneficiary  must  commence  in

accordance with the requirements of Section 401(a)(9) of the Code,  and

regulations  promulgated  thereunder,  including  those  pertaining  to

incidental  death benefits. These regulations, at  1.401 (a)(9)-2,  are

incorporated herein by specific reference.

      No  cash-out  distribution of a Pension to  a  Participant  or  a

surviving  spouse may be made after the Participant's Pension  Starting

Date  unless it is consented to in writing by the Participant  and  the

Participant's spouse, if any, or where the Participant is deceased,  by

the  Participant's surviving spouse.  Any written consent  required  by

this  Section  must be obtained not more that ninety (90)  days  before

distribution and shall be made in a manner consistent with Section 6.4.



       Section  5.7.   Benefit  Commencement Pursuant  to  a  Qualified


Domestic Relations Order.  Effective January 1, 1989, a Pension may  be


paid  to an Alternate Payee, as defined in Section 414(p) of the  Code,


in  any  form payable under the Plan other than in the form of a  joint


and  survivor annuity with respect to the Alternate Payee and  a  joint


annuitant,  prior to attainment of earliest retirement age, as  defined


in  Section 414(p) of the Code, by the Participant, if paid pursuant to


a  Qualified Domestic Relations Order, as defined in Section 414(p)  of


the Code.


        Section  5.8.   Transferred  Employees.   Notwithstanding   the

foregoing  provisions  of this Article, as of  any  date,  the  Accrued

Benefit  (when expressed as a straight life annuity commencing  at  age

65) of a Participant who is a Transferred shall be equal to the greater

of:

   a)  such Participant's Accrued Benefit (expressed as a straight life

annuity  commencing at age 65) determined under the provisions  of  the

Plan,  based on his Credited Service determined in accordance with  the

terms of the Plan; or



   b)  such Participant's accrued benefit (expressed as a straight life

annuity  commencing at age 65) determined under the provisions  of  the

Plan,  based on his Credited Service determined in accordance with  the

terms  of  the Plan and determined as though his service with Freeport-

McMoRan Inc. were Credited Service for purposes of the Plan, reduced by

the Participant's accrued benefit (expressed as a straight life annuity

commencing  at  age  65)  under  the  Freeport-McMoRan  Inc.  Employees

Retirement Plan.



                               ARTICLE 6
                             PENSION FORMS
                                   
                                   
       Section 6.1.  Basic Pension Form.  A Participant who is  married

on  his Pension Starting Date and has not made an election at the  time

and  in  the  manner prescribed in paragraph (a) of Section 6.4,  shall

receive  in  lieu of the Pension described in Article  5,  a  Qualified

Joint  and Survivor Annuity comprising a reduced Pension payable during

his  lifetime  and, thereafter, if his spouse on his  pension  starting

date  survives him, such spouse shall receive during the  remainder  of

her  lifetime  a  Pension  equal to one-half of  such  reduced  Pension

received  by  the Participant.  The aggregate Pensions expected  to  be

paid  to  the  Participant  and  his  spouse  shall  be  the  Actuarial

Equivalent  of  the  Pension which the Participant would  otherwise  be

entitled  to receive under Article 5.  If a Participant is not  married

on  his Pension Starting Date and has not made an election at the  time

and  in  the  manner  described in paragraph (a) of Section  6.4,  such

Participant shall receive the Pension described in Article 5.



       Section  6.2.  Optional Pension Forms.  Upon written request  to

the  Administrator  made at the time and in the  manner  prescribed  in

paragraph  (a) of Section 6.4 and with appropriate spousal consent,  as

applicable, for Options 1 through 6, a Participant may elect to receive

a Pension in one of the following optional forms:


         Option 1:  The Pension described in Article 5.

          Option  2:   A  reduced Pension payable  to  the  Participant
      during his lifetime and, in the event of the Participant's  death
      within a period of ten years after his Pension Starting Date,  in
      the  same  reduced  monthly  amount  payable  to  the  Contingent
      Pensioner designated by the Participant for the balance  of  such
      ten  year  period.   If both the Participant and  his  Contingent
      Pensioner  die  prior  to the end of said ten  year  period,  the
      commuted value of the remaining payments shall be paid in a  lump
      sum  to the estate of the last to die of such Participant and his
      Contingent Pensioner.  Should the Contingent Pensioner die  prior
      to  the  end  of  said  ten year period,  and  a  new  Contingent
      Pensioner  has not been named, then any remaining payments  shall
      be paid in a lump sum to the Participant's estate.

          Option  3:   A  reduced Pension payable  to  the  Participant
      during  his lifetime and, thereafter, 50% of such reduced  amount
      payable   to   the   Contingent  Pensioner  designated   by   the
      Participant  during  the remaining lifetime  of  such  Contingent
      Pensioner.

          Option  4:   A  reduced Pension payable  to  the  Participant
      during  his lifetime and, thereafter, 75% of such reduced  amount
      payable   to   the   Contingent  Pensioner  designated   by   the
      Participant  during  the remaining lifetime  of  such  Contingent
      Pensioner.

          Option  5:   A  reduced Pension payable  to  the  Participant
      during  his lifetime and, thereafter, in the same reduced  amount
      payable   to   the   Contingent  Pensioner  designated   by   the
      Participant  during  the remaining lifetime  of  such  Contingent
      Pensioner.

          Option 6:  A single lump sum payment inclusive of the benefit
      mentioned  in  Section 6.3(c) as defined in the  Plan,  which  is
      equivalent  to  the  full actuarial value  of  the  Participant's
      accrued  Pension  benefit on a life only basis  calculated  using
      the  effective  rate  of interest defined  in  Paragraph  (2)  of
      Article  2  of  the  Plan  for the first $1750  of  such  Pension
      benefit, and by using the "applicable interest rate" referred  to
      in  Paragraph (2) of Article 2 for such Pension benefit in excess
      of  $1750, for the calendar month in which such lump sum  payment
      is paid.
      


   The  aggregate of the Pensions expected to be paid to a  Participant

and  his Contingent Pensioner under any optional form of Pension  shall

be  the Actuarial Equivalent of the Pension which the Participant would

otherwise be entitled to receive.

   Notwithstanding any provision hereof, if a Participant elects Option

2,  3, 4 or 5, the Participant's Contingent Pensioner is other than the

Participant's  spouse and the value of the Participant's Pension  under

any  such  option is not more than 50% of the value of the  Pension  he

would  have been entitled to receive had he elected Option 1, then  the

Pension  payable to the Participant shall be increased and the  Pension

payable to the Contingent Pensioner shall be decreased until the  value

of  the Participant's Pension under the option is more than 50% of  the

value  of  the Pension which would have been payable to the Participant

had he elected Option 1.



       Section  6.3.   Survivor Benefits.  (a)  After  Termination  But

Prior  to  Pension Starting Date.  A Participant who at his termination

of  employment is entitled to a Pension under Section 5.2 or  5.4  will

have  a Pension paid to his spouse or his Beneficiary if he dies  after

his  termination date but before his Pension Starting Date in the  form

of  a  survivor benefit parallel to the form under Option 3 of  Section

6.2  as  if the Participant had started receiving such Pension  on  the

date immediately preceding his death.

   Such  Pension payments may begin at any time upon ninety  (90)  days

written notice to the Administrator by the spouse or Beneficiary.

  A Participant who is married at the time of termination will have the

Pension described in this Section 6.3(a) paid to his spouse.



   (b)  Survivor Benefit While Employed.  A Participant is entitled  to

have  a Pension paid to his spouse if he has satisfied the requirements

of  Article 2 (23) and he dies while in the employ of an Employer.  The

amount  of  such  Pension shall be equal to one-half the  amount  which

would  have been payable to such Participant had his Pension  commenced

on  the  date  of his death on a life only basis without reduction  for

early  retirement.  If the Participant dies after having  attained  age

55,  the  survivor benefit may commence immediately without  reduction.

If  the  Participant dies prior to attainment of age 55,  the  survivor

benefit  will  commence at the spouse's option:  a)  at  the  time  the

Participant would have attained age 55 without reduction, or b) upon 90

days  written notice to the Administrator but actuarially  reduced  for

each  year  the Participant's theoretical age at the commencement  date

precedes his 55th birthday.



   (c)  Post-Retirement Death Benefit.  Upon the death of a Participant

who  commences receiving a monthly Pension under Section 5.1   or  5.2,

such Participant's Beneficiary shall be entitled to receive in addition

to  any  Pension  benefit otherwise payable under the Plan,  an  amount

equal   to  such  Participant's  annual  retirement  Pension  or  early

retirement  Pension, as the case may be, computed pursuant  to  Section

5.1   or  5.2,  respectively, assuming the election of Option  1  under

Section  6.2.   Such  amount  shall be paid  in  a  lump  sum  to  such

Beneficiary   within  60  days  of  the  Administrator's   receipt   of

notification of the death of such Participant.





       Section 6.4.  Election Procedures.     (a)  Election of Optional

Form  of  Pension.    An   election of  an  optional  form  of  Pension

described  at  Section 6.2 must be in writing, must be  signed  by  the

Participant, and must be delivered to the Plan Administrator during the

period  (the "Election Period") within 90 days before the Participant's

Pension   Starting Date.  An election of an optional  form  of  Pension

(other than an election to take Option 3, 4 or 5 with the spouse as the

Contingent  Annuitant)   by a married Participant  will  not  be  valid

unless the Participant's spouse consents to the election.

   The  spouse's  consent must be in writing, must  be  signed  by  the

spouse,  must  be  delivered to the Administrator during  the  Election

Period,  must  acknowledge the effect of such  election,  and  must  be

witnessed  by a notary public. If the spouse is legally incompetent  to

give consent, the spouse's legal guardian, even if such guardian is the

Participant,  may  give  consent.  The election  to  which  the  spouse

consents  must designate a Beneficiary and a form of benefits that  the

Participant may not thereafter change without a new consent of  his  or

her spouse, unless the original consent of the spouse expressly permits

such changes by the Participant without further consent of the spouse.

   The  consent  of  a  spouse  to a Participant's  election  shall  be

irrevocable  unless  and until the Participant  thereafter  changes  or

revokes  his or her election in accordance with subsection  (b)  below.

However,  the consent of a spouse shall be binding only on that  spouse

and  shall  not  be binding on a subsequent spouse. The  consent  of  a

spouse  under  this Section shall not required if it is established  to

the  satisfaction of the Administrator that the required consent cannot

be  obtained because the spouse cannot be located, or because of  other

circumstances that may be prescribed by Regulations.



   (b)  Changes and Revocations of Election.   The election made by the

Participant  and (where applicable) consented to by his spouse  may  be

revoked  by  the  Participant in writing, without the  consent  of  the

spouse, at any time during the Election Period, and a new election made

in  the  manner prescribed by subsection (a), with the consent  of  the

spouse (where applicable) at any time during the Election Period.  Such

election  and  revocation may be made any number of  times  during  the

Election Period ending on the Pension Starting Date, but the last valid

election  so made during the Election Period shall be irrevocable  from

and after the Pension Starting Date.

  (c)  Notices to Participants.   With regard to the election, the Plan

Administrator shall provide the Participant, no less than  thirty  (30)

days  and  no  more  than ninety (90) days before the Pension  Starting

Date, a written explanation of:


                (i)     the terms and conditions of the Qualified Joint
          and Survivor Annuity,

               (ii)     the Participant's right to make, and the effect
          of,  an  election to waive the Qualified Joint  and  Survivor
          Annuity,

              (iii)    the right of the Participant's spouse to consent
          to  any  election to waive the Qualified Joint  and  Survivor
          Annuity,

              (iv)      the  right of the Participant  to  revoke  such
          election and the effect of such revocation,

               (v)      general  information on the relative  financial
          effect  on  the  Participant values of the  various  optional
          forms of benefit under the Plan, and

              (vi)      if  the  Pension Starting Date  is  before  the
          Participant's  Normal  Retirement  Date,  the  right  of  the
          Participant to defer receipt of the distribution as  provided
          in subsection (e) below.
          


   (d)   Time  of  Payment.  Unless a Participant otherwise  elects  as

provided  in this Section, payment of a benefits under this  Plan  will

begin  on  later of the Participant's Normal Retirement  Date  or   the

first day of the month after termination of employment; but in no event

later than April 1 of the calendar year following the calendar year  in

which  the Participant attains age 70-1/2.  The start of benefits under

this  Plan  will not be delayed without the consent of the  Participant

beyond  sixty (60) days after the end of the Plan Year in which  occurs

the  later of the Participant's Normal Retirement Date or the  date  of

the  Participant's Termination of Employment.  Such  consent  shall  be

deemed  to  be  given by the Participant's failure  to  consent  to  an

earlier distribution as provided in this Section.



   (e)  Consent to Earlier Distribution  A Participant who has met  the

Minimum  Vesting Requirement may elect to have payment of  his  or  her

early  retirement Pension or vested Pension begin before the date  that

would  otherwise be his Normal Retirement Date,  but not before  he  or

she  attains age 55 or his Termination of Employment, whichever  occurs

later.  Such election shall be made by an initial notice in writing  to

the Administrator in a form acceptable to the Administrator designating

at least 120 days in advance the Participant's Early Retirement Date or

other  Pension  Starting Date.  At least 30 but no more  than  90  days

before   the   selected  date,  the  Administrator  will  provide   the

Participant with election forms and the material required by subsection

(c)  above, including a written explanation of the Participant's  right

to  defer  receipt  of  the distribution.  The  Participant  must  give

written consent to the distribution after receiving the notice and  not

more  than ninety 90 days before the Pension Starting Date.  No consent

shall be valid if a significant detriment is imposed under the Plan  on

any Participant who does not consent to the distribution.





    (f)    Beneficiary  and  Contingent  Pensioner  Designation.   Each

Participant  electing an optional form of benefit with  a  survivorship

feature  shall designate in writing to the Administrator  a  Contingent

Pensioner  to  receive any benefits payable under  that  optional  form

after  the  death  of the Participant.  A Participant may  change  such

designation from time to time before the Pension Starting Date  (or  in

the  case  of  the benefit form under Option 2, also after the  Pension

Starting Date but before the death of the Participant) by filing a  new

designation with the Administrator in like manner, with the consent  of

his   spouse  where  applicable  under  subsection  (a);  but  no  such

designation or change shall be effective unless and until it is  singed

by  the  Participant  and  received by  the  Administrator  during  the

Participant's   lifetime.   Each  Participant  whose   termination   of

employment occurs before his or her Pension Starting Date may designate

in  writing to the Administrator a Beneficiary to receive any  survivor

benefits  payable under Section 6.3(a) if the Participant  dies  before

his  Pension  Starting Date without a surviving spouse.  A  Participant

may  change  such  designation  from time  to  time  by  filing  a  new

designation  with  the  Administrator  in  like  manner;  but  no  such

designation  or  change  shall be effective  unless  and  until  it  is

received by the Administrator during the Participant's lifetime.

   A  designation of Beneficiary other than the Participant's surviving

spouse  will  not be given effect if the Participant is survived  by  a

surviving spouse, in which event the survivor benefit under Section  6.

3(a)   will  be  paid  only  to  the  surviving  spouse.   If  upon   a

Participant's death after his termination of employment and before  his

Pension  Starting Date there is neither a surviving spouse nor a  valid

designation of Beneficiary on file, the survivor benefit under  Section

6.3(a),  if  any,  will  be  paid  to  the  Participant's  executor  or

administrator in his, her or its capacity as such.



      Section 6.5.  Payment of Small Benefits in a Lump Sum. (a) In the

event that the Actuarial Equivalent value of the Pension payable to  or

on  behalf  of  a terminated or retired Participant, surviving  spouse,

Designated  Beneficiary or Alternate Payee of a  Participant  who  dies

before  his Pension Starting Date is less than $3500, the Administrator

will direct payment of such value in a lump sum.



       (b)   Deemed Cash Out.  For purposes of this Section 6.5 if  the

Actuarial  Equivalent  value of a terminated or  retired  Participant's

benefit  is  zero, the Participant shall be deemed to have  received  a

distribution of such benefit.



       Section 6.6.  Election of Option 6 under Section 6.2.   (a)   In

addition  to  the other requirements enumerated in Article 6  regarding

election  procedures,  a Participant who wishes  to  elect  payment  of

Pension  benefits under Option 6 must also submit to the  Administrator

a  letter  which  shall be in the form prescribed by the Administrator,

certifying that the Participant understands that by electing Option  6,

he  will  take  full, complete and final distribution of all  benefits,

rights  and  entitlements under the Plan and that his participation  in

the Plan will cease as of the date of such distribution.



       (b)   Additionally,  a Participant who receives  a  distribution

under  Option 6, due to the provisions of Section 5.6 and continues  in

employment  with an Employer will continue to participate in  the  Plan

and  shall  receive  Credited Service based on  employment  after  such

distribution date.  Any such additional benefits will be subject to the

limitations set forth in Article 8.



       Section 6.7.  Coordination with Limitations on Contributions and

Benefits.  In no event shall the amount of any benefit determined under

Article  5 or 6 exceed the maximum benefit permitted under Section  415

of the Code, as set forth in Article VII.



       Section  6.8.   Direct  Rollovers.  For  any  Eligible  Rollover

Distribution  (as  defined  below) on or after  January  1,  1993,  the

Distributee may elect, at the time and in the manner prescribed by  the

Plan  Administrator,  to  have  any portion  of  an  Eligible  Rollover

Distribution paid directly to an Eligible Retirement Plan specified  by

the Distributee in a Direct Rollover.  For purposes of this Section 6.8

"Direct  Rollover"  means  a  payment  by  the  Plan  to  the  Eligible

Retirement Plan specified by the Distributee.



                               ARTICLE 7
                        LIMITATIONS ON PENSIONS


      Section 7.1.  Maximum Annual Benefits.  Notwithstanding any other

provision  of  this Plan to the contrary, benefits under the  Plan  and

combined  benefits payable under this Plan and any defined contribution

plan  of  an  Employer and Affiliates shall be limited as necessary  to

meet  the  requirements of Section 415 of the Code, the  provisions  of

which are herein incorporated into this Plan by specific reference. For

purposes  of this Article 7 "Affiliate" includes any entity that  would

otherwise be an Affiliate if the ownership tests under sections  414(b)

and (c) of the Code were "more than 50%" rather than "at least 80%".



       Section 7.2.  (a)  Limitation Year.   The limitation year  shall

be the calendar year.



   (b)  Combination Plan Limits.  The benefits payable  (on  an  annual

basis)  under  this  Plan,  rather  than  benefits  payable  under  the

Investment Plan for Salaried Employees of IMC Global Operations Inc. or

any  other  qualified plan maintained by an Employer or  an  Affiliate,

shall  be  adjusted in accordance with Code Section 415 and Regulations

thereunder   so   that  the  combined  defined  benefit   and   defined

contribution plan fractions referred to in Section 415 of the Code with

respect to a Participant do not exceed 1.0.



       Section  7.3.  Distribution Restrictions. Effective  January  1,

1994,  in  the  event of termination of the Plan, the  benefit  of  any

Employee  who is a Highly Compensated Employee is limited to a  benefit

that is nondiscriminatory under Section 401(a)(4) of the Code:



   (a)  Benefits distributed to any of the twenty-five (25) most highly

compensated   active  and  former  Highly  Compensated  Employees   are

restricted such that the annual payments are no

greater  than  an  amount equal to the payment that would  be  made  on

behalf  of  the  Employee  under a single  life  annuity  that  is  the

Actuarial  Equivalent of the sum of the Employee's Accrued Benefit  and

the Employee's other benefits under the Plan.



   (b)   The preceding paragraph shall not apply if:  (i) after payment

of the benefit to an Employee described in the preceding paragraph, the

value  of Plan assets equals or exceeds one hundred ten percent  (110%)

of  the  value of current liabilities, as defined in Section 412(l)(7),

or  (ii)  the value of the benefits for an Employee described above  is

less than one percent (1%) of the value of current liabilities.



   (c)   For purposes of this Section, benefits include loans in excess

of  the  amount set forth in Section 72(p)(2)(A), any periodic  income,

any  withdrawal  values  payable to a living Employee,  and  any  death

benefits not provided for by insurance on the Employee's life.



                               ARTICLE 8
             SPECIAL PARTICIPATION AND DISTRIBUTION RULES
                RELATING TO REEMPLOYMENT OF TERMINATED
             EMPLOYEES AND EMPLOYMENT BY RELATED ENTITIES


       Section  8.1.  Reemployment of Terminated or Retired  Employees.

(a)   If  a person who was previously a Participant and who is eligible

to  receive  a  Pension is reemployed by an Employer, Pension  payments

shall  be  suspended upon the expiration of a period of six consecutive

calendar months of such reemployment for the duration of such period of

reemployment.   If an Employee continues employment with  the  Employer

after  attaining his Normal Retirement Date, Pension payments shall  be

withheld for such period of continued employment until the April  1  of

the year following the year in which such person attains age 70-1/2  at

which  time  he  must begin receiving Pension payments  whether  he  is

employed  or  not.   This date shall be treated  as  the  Participant's

Pension Starting Date and the form of pension benefit selected pursuant

to  Article  6  during the 90 day Election Period shall  apply  to  all

future benefits.  The Participant's benefits shall be re-determined  as

of  each  December 31 following his pension starting date  and  if  the

value  of  additional  benefits  accrued  exceeds  the  value  of   the

distributions  to the Participant, the Participant's benefit  shall  be

increased to reflect that value.

  Upon such person's subsequent retirement or termination of employment

the  amount  of  Pension  to which he shall be entitled  shall  be  the

greater of:

                (i)    the Pension determined as if his employment  had
          then  first  terminated, reduced by the Actuarial  Equivalent
          of any benefits previously paid to the Participant, and

               (ii)     the Pension which he was receiving or  eligible
          to receive prior to his reemployment.
          
If  a  Participant's benefit is suspended pursuant  to  this  paragraph

during  any  calendar  month following his Normal Retirement  Date  for

which he is credited less than with 40 hours of Service (as defined  in

Department  of  Labor regulation 2530.200b-2(a)(1)), then  his  Pension

shall be increased by the greater of Actuarial Equivalent of the amount

which would have been paid to such Participant for each such month  but

for  the  application of this paragraph and the increase in his Pension

due  to  any  increases in the Participant's Final  Average  Salary  or

additional  credited service, or if such Participant shall  die  before

his   Pension  Starting  Date,  such  amount  shall  be  paid  to   his

Beneficiary.



   (b)   The Committee is authorized to use a four or five week payroll

period  ending  within  a  calendar month in lieu  of  calendar  months

described  in subsection (a) and to use eight days in a calendar  month

(or  in  such payroll period) in lieu of the 40 hour test described  in

such sub-section and section.  For such eight day test, a day shall  be

credited  for any day that one hour of employment Service is performed.

The  Committee  is also authorized to adopt a verification  and  status

determination  procedure described in Department  of  Labor  regulation

2530.203-3.



   (c)   The  Plan  may  offset against benefit  payments  any  payment

previously  made  which  should  have  been  withheld  on  account   of

employment; provided, however, that such offset shall not exceed in any

one  month 25% of the monthly benefit payment that would be due without

regard  to any offset except that the initial benefit payment upon  the

resumption of payments may be offset without limitation.



   (d)   If  a  Participant's  benefits  are  withheld  on  account  of

employment  on  or after the attainment of the Normal Retirement  Date,

the  Plan  shall notify the Participant of such withholding of  benefit

payments  by  personal delivery or first class mail  during  the  first

calendar  month after the attainment of the Normal Retirement  Date  in

which  the  Plan withholds payments.  The notification shall contain  a

description  of the specific reason for the withholding of payments,  a

general description of the Plan provisions relating to the withholding,

a  copy of such provisions, a statement that the relevant Department of

Labor Regulations may be found in Section 2530.203-3 of Title 29,  Code

of  Federal  Regulations and that a review of such withholding  may  be

obtained  pursuant  to the claim procedure in subsection  10.3  of  the

Plan.   If  the  summary plan description ("SPD") contains  information

which  is  substantially the same as the information required  by  this

paragraph,  the notification may refer the Participant to the  relevant

pages  of  the  SPD, provided that the Participant is informed  how  to

obtain  a  copy of the SPD or the relevant pages, and provided requests

for information are honored within 30 days.



  (e)  If a person who was previously a Participant or an Employee, but

who is not eligible to receive a Pension, is re-employed by an Employer

and  such  person is an Eligible Employee, then he shall be  deemed  to

have become a Participant as of the first day of the month in which  he

was  re-employed;  otherwise he shall become a Participant  as  of  the

first day of the month in which he becomes an Eligible Employee.



   (f)   A  Participant  who previously received a  distribution  under

Option  6 of Section 6.2 and later returns to the employ of an Employer

will  have all his prior Credited Service restored under the Plan.   At

his subsequent retirement the pension he receives will be offset by the

value of benefit previously received.



   (g)   No  payment shall be withheld by the Plan under  this  Section

after the Participant's required beginning date under Section 5.6.   If

a  Participant  continues  in Employment or is  reemployed  after  such

required  beginning date, his Pension shall continue, or begin,  in  at

least  the  amount of his Accrued Benefit as of the  last  day  of  the

calendar year before such required beginning date. His pension shall be

increased  beginning with the first payment due in each  calendar  year

after  such required beginning date to reflect any increase in  his  or

her  Accrued Benefit attributable to Credited Service in the  preceding

calendar year.



       Section  8.2.   Employment by Related Entities.  Any  period  in

which  the Employee is employed by an Affiliate other than an  Employer

while  it is Affiliated shall be taken into account for the purpose  of

measuring  such Employee's Service for the sole purpose of  determining

whether  he has satisfied the Minimum Vesting Requirement to  the  same

extent it would have been had such Period of Employment been employment

by an Employer.

   In  addition,  any  period  in which the  Employee  is  employed  by

International  Minerals & Chemical Corporation (Canada) Limited  for  a

period  of  less  than five years shall be taken into account  for  the

purpose  of  measuring such Employee's Service and Credited Service  to

the  same extent it would have been had such Period of Employment  been

employment by the Company.  Any period in excess of five years in which

the   Employee  is  employed  by  International  Minerals  &   Chemical

Corporation (Canada) Limited shall be taken into account solely for the

purpose  of  measuring such Employee's Service to the  same  extent  it

would  have  been had such Period of Employment been with the  Company.

Such  Participant shall be entitled to a Pension benefit from each plan

based  upon  his  Credited  Service under  the  applicable  plan.   For

purposes  of  determining the Participant's Salary, Annual  Salary  and

Final  Average Salary under each plan, the Participant's Final  Average

Salary  will  be  computed  under the last  plan  in  which  he  was  a

Participant  converted  to  relevant currency  value  using  an  annual

average of published exchange rates.



      Section 8.3.  Change of Status of Participant to Hourly Employee.

If  a  Participant under the Plan changes status from salaried Employee

to  hourly-paid  Employee, then he shall continue  to  be  an  Eligible

Employee and a Participant under this Plan for any subsequent period of

time  during which he is an Employee but not a Participant in any other

defined  benefit retirement plan. However, all periods  of  employment,

even  when  he  is a participant in another defined benefit  retirement

plan,  shall be recognized for purposes of measuring such Participant's

Service.  Such Participant shall be entitled to a Pension benefit  from

each plan he participated in based upon his Credited Service under each

applicable  plan.  For the purposes of determining the terms  "Salary",

and  "Final  Average Salary", as defined in Article 2, with respect  to

any  such  Participant,  "Salary" shall be  deemed  to  be  his  actual

compensation in each of the highest consecutive five years out  of  the

last  ten  years of employment as shown by the records of the  Company,

including  50% of any bonus actually paid out in a year,  overtime  pay

and  all other special payments, as specified at Article 2(44), subject

to the Compensation Limit specified therein.



       Section  8.4.  Change of Status of Hourly Employee  to  Salaried

Employee.  If an hourly paid Employee becomes an Eligible Employee then

he  shall  become  a  Participant on the date he  becomes  an  Eligible

Employee  and his periods of employment as an hourly Employee shall  be

taken  into  account  for  all purposes of  measuring  such  Employee's

Service  and  Credited Service under this Plan to the  same  extent  it

would have been had such total Period of Employment been as an Eligible

Employee under this Plan.  Additionally, the Employer shall insure that

assets  representing  the  present value of the  Participant's  accrued

benefit  under the hourly plan are transferred from the Trust for  that

plan  to  the Trust for this Plan.  In the event that assets cannot  or

may  not  be  transferred to the Trust for this Plan, the Participant's

benefit  computed under this Plan shall be offset by the value  of  the

Pension  to  which  the Participant was entitled to  receive  from  the

hourly plan as of the date immediately preceding the date he ceased  to

be eligible to participate in the hourly plan.







                               ARTICLE 9
                            ADMINISTRATION


       Section 9.1.  The Committee.  (a)  The Board of Directors of the

Company  has  appointed  a  committee known as  the  Employee  Benefits

Committee consisting of certain members responsible (except for  duties

specifically  vested  in  the Trustee) for the  administration  of  the

provisions  of  the  Plan.  The Company and the  Committee  are  hereby

designated "named fiduciaries" within the meaning of such term as  used

in  ERISA.  The Board of Directors of the Company shall have the  right

at  any  time,  with  or without cause, to remove  any  member  of  the

Committee.   A  member of the Committee may resign and his  resignation

shall  be  effective  upon delivery of his written resignation  to  the

Company.  Upon the resignation, removal or failure or inability for any

reason  of any member of the Committee to act hereunder, the  Board  of

Directors of the Company may appoint a successor member.  Any successor

members  of  the  Committee shall have all the rights,  privileges  and

duties of their predecessors, but shall not be held accountable for the

acts of their predecessors.



   (b)   Any  member of the Committee may, but need not, be an Employee

and/or a director, officer or shareholder of any of the Employers,  and

such  status shall not disqualify him from taking any action  hereunder

or  render  him  accountable  for any distribution  or  other  material

advantage  received by him under the Plan, provided that no  member  of

the Committee who is a Participant shall take part in any action of the

Committee  or  any other matter involving solely his rights  under  the

Plan.



   (c)   Promptly after the appointment of the original members of  the

Committee and promptly after the appointment of any successor member of

the  Committee, the Trustee shall be notified as to the  names  of  the

persons appointed as members or successor members of the Committee.



   (d)   The  Committee  has  the  duty, authority  and  discretion  to

interpret  and  construe  the  Plan  in  regard  to  all  questions  of

eligibility,  the  status and rights of Participants, distributees  and

other  persons  under  the Plan, and the manner, time,  and  amount  of

payment of any distributions under the Plan.  Each Employer shall, from

time  to  time, upon request of the Committee, furnish to the Committee

such  data  and  information  as the Committee  shall  require  in  the

performance of its duties.



  (e)  The members of the Committee may allocate their responsibilities

among   themselves  and  may  designate  any  person,  partnership   or

corporation  to  carry  out  any of their responsibilities.   Any  such

allocation or designation shall be reduced to writing and such  writing

shall be kept with the records of the meetings of the Committee.



   (f)   The  Committee may act at a meeting, or by writing  without  a

meeting,  by  the  vote of assent of a majority of  its  members.   The

Committee  shall elect one of its members to serve as the Plan's  agent

for  legal process and keep the Trustee advised of the identity of  the

member holding that office.  The Committee shall elect a secretary  who

need  not  be  a  member  of the Committee.  The secretary  shall  keep

records of all meetings of the Committee, and may forward all necessary

communications to the Trustee.  The Committee may adopt such rules  and

procedures as it deems desirable for the conduct of its affairs and the

administration of the Plan, provided that any such rules and procedures

shall be consistent with the provisions of the Plan and ERISA.



   (g)  The members of the Committee, and each of them, shall discharge

their duties with respect to the Plan (i) solely in the interest of the

Participants,  Contingent Pensioners and Beneficiaries,  (ii)  for  the

exclusive  purpose of providing benefits to Employees participating  in

the  Plan,  their  Contingent  Pensioners  and  Beneficiaries  and   of

defraying reasonable expenses of administering the Plan and (iii)  with

the  care, skill, prudence, and diligence under the circumstances  then

prevailing  that a prudent man acting in a like capacity  and  familiar

with  such matters would use in the conduct of an enterprise of a  like

character and with like aims.  The Company shall indemnify the  members

of  the  Committee, and each of them, from the effects and consequences

of  their  acts,  omissions and conduct in their official  capacity  as

members  of  the Committee.  Such indemnification shall extend  to  any

action,  suit  or  proceeding to which the members  shall  be  made  or

threatened  to be made a party, whether civil, criminal, administrative

or   investigative,  and  whether  or  not  terminated   by   judgment,

settlement,  conviction  or  upon a plea  of  nolo  contendere  or  its

equivalent; provided, however, such indemnification shall not extend to

any   action,  suit,  or  proceeding  in  which  it  shall  be  finally

adjudicated that (i) a member did not act in good faith and  (ii)  with

respect  to any criminal action or proceeding, the member did not  have

reasonable cause to believe his conduct was lawful.



  (h)  No member of the Committee shall receive any compensation or fee

for  his services, unless otherwise agreed between such member  of  the

Committee  and  the  Employers, but the Employers shall  reimburse  the

Committee  members  for  any  necessary expenditures  incurred  in  the

discharge of their duties as Committee members.



  (i)  The Committee may employ such counsel (who may be of counsel for

any  Employer) and agents and may arrange for such clerical  and  other

services as it may require in carrying out the provisions of the Plan.



       Section 9.2.  The Administrator.  (a) The Company shall  appoint

an  Administrator of the Plan and who may but need not be a Participant

or  a  shareholder of the Company, and such status shall not disqualify

him  from taking any action hereunder or render him accountable for any

distribution  or  other material advantage received by  him  under  the

Plan,  provided  that  he shall not take part in any  matter  involving

solely his rights under the Plan.  The Administrator shall be the "Plan

Administrator" as such term is used in ERISA.



   (b) The Administrator shall be responsible for the operation of  and

has   the  discretion  to  interpret  the  Plan  within  the  policies,

interpretations  and  rules made by the Committee.   The  Administrator

shall also perform such ministerial functions with respect to the  Plan

as the Committee shall from time to time designate.



      Section 9.3.  Claims Procedure.  If any Participant or Contingent

Pensioner  or  Beneficiary believes he is entitled to  benefits  in  an

amount greater than those which he is receiving or has received, he may

file  a claim with the Administrator.  Such a claim shall be in writing

and  state the nature of the claim, the facts supporting the claim, the

amount  claimed,  and the address of the claimant.   The  Administrator

shall  review the claim and, within a reasonable period of  time  after

receipt  of  the claim, give written notice by registered or  certified

mail  to the claimant of his decision with respect to the claim.   Such

notice shall be written in a manner calculated to be understood by  the

claimant and, if the claim is wholly or partially denied, set forth the

specific  reasons for the denial, specific references to the  pertinent

plan  provisions  on  which the denial is based, a description  of  any

additional  material  or  information necessary  for  the  claimant  to

perfect  the  claim, an explanation of why such material or information

is necessary and an explanation of the claim review procedure under the

Plan.

   The Administrator shall also advise the claimant that he or his duly

authorized representative may request a review by the Committee of  the

denial  by  filing  with  the Committee, within sixty-five  days  after

notice  of  the  denial has been received by the  claimant,  a  written

request  for such review.  The claimant shall be informed that  he  may

have  reasonable access to pertinent documents and submit  comments  in

writing to the Committee within the same sixty-five day period.   If  a

request  is  so  filed,  review of the denial  shall  be  made  by  the

Committee  within  sixty days after receipt of such  request,  and  the

claimant  shall  be given written notice of the final  decision.   Such

notice  shall  include specific reasons for the decision  and  specific

references  to the pertinent Plan provisions on which the  decision  is

based  and shall be written in a manner calculated to be understood  by

the claimant.



      Section 9.4.  Actuary to be Employed.  The Committee shall engage

an  actuary to do such technical and advisory work as the Committee may

request, including analyses of the experience of the Plan from time  to

time,   the   preparation  of  actuarial  tables  for  the  making   of

computations  thereunder, and the submission to  the  Committee  of  an

annual  actuarial  report,  which report  shall  contain  an  actuarial

balance  sheet showing the financial condition of the Plan, a statement

of  the contributions to be made by the Employers for the ensuing year,

and such other information as may be requested by the Committee.



       Section  9.5.  Funding Policy.  The Committee shall establish  a

funding  policy and method consistent with the objectives of  the  Plan

and  the requirements of Title I of ERISA and shall communicate, to the

extent  necessary,  such policy and method, and  any  changes  in  such

policy and method, to the Trustee.



        Section  9.6.   Notices  to  Participants,  Beneficiaries   and

Contingent  Pensioners.   All notices, reports  and  statements  given,

made,  delivered  or  transmitted  to  a  Participant,  Beneficiary  or

Contingent Pensioner shall be deemed to have been duly given,  made  or

transmitted  when mailed by first class mail with postage  prepaid  and

addressed  to such Participant, Beneficiary or Contingent Pensioner  at

the  address  last  appearing on the records of the  Administrator.   A

Participant  or  Contingent Pensioner may  record  any  change  of  his

address   from  time  to  time  by  written  notice  filed   with   the

Administrator.



       Section  9.7.  Notices to Employers, Administrator or Committee.

Written directions, notices and other communications from Participants,

Beneficiaries   or   Contingent  Pensioners  to  the   Employers,   the

Administrator or the Committee shall be deemed to have been duly given,

made or transmitted either when delivered to such location as shall  be

specified upon the forms prescribed by the Committee for the giving  of

such  directions,  notices or other communications or  when  mailed  by

first-class mail with postage prepaid and addressed to the addressee at

the address specified upon such forms.



       Section 9.8.  Records.  The Committee shall keep a record of all

of  its  proceedings and shall keep or cause to be kept  all  books  of

account, records and other data as may be necessary or advisable in its

judgment for the administration of the Plan.



       Section  9.9.  Limitation of Responsibility.  The  Company,  the

other  Employers (if any), the Committee,  the Plan Administrator,  and

the   Trustee   shall   have  only  those  specific   powers,   duties,

responsibilities and obligations as are specifically given  them  under

this  Plan and the Trust.  In general, the Company, in its capacity  as

sponsor  of  the  Plan  and not as a fiduciary,  shall  have  the  sole

responsibility  for  amending and terminating this Plan  in  accordance

with  Article  XIV.   The  Company and any  other  Employer,  in  their

capacities  as  employers and not as Fiduciaries, shall have  the  sole

responsibility for funding this Plan in accordance with Article IX. The

Company,  as a fiduciary, shall have the responsibility to appoint  and

remove  the  Trustee,  the  members  of  the  Committee  and  the  Plan

Administrator.  The Committee shall have the responsibility to  oversee

the  administration of the Plan as provided in Section  10.02  and  the

Plan   Administrator  shall  have  the  responsibility  for  day-to-day

administration  of the Plan as provided in Section 10.03.  The  Trustee

shall  have  sole responsibility for administering the  Trust  and  the

management and control of funds deposited under the Trust.  Each of the

Company, the other Employers, the Committee, the Plan Administrator and

the  Trustee  may  rely upon any direction, information  or  action  of

another such person as being proper under the Plan, and is not required

under  the  Plan  to inquire into the propriety of any such  direction,

information or action.  It is intended under this Plan that  each  such

person  shall be responsible for the proper exercise of its own powers,

duties, responsibilities and obligations under this Plan and shall  not

be  responsible  for any act or failure to act of another  such  person

except  as  expressly provided in ERISA.  Neither the Company  nor  any

Employer, the Committee or the Plan Administrator guarantees  the  Fund

in any manner against investment loss or depreciation in asset value.



                              ARTICLE 10
                   PARTICIPATION BY OTHER EMPLOYERS


       Section  10.1.   Adoption  of Plan.  With  the  consent  of  the

Company, any corporation may become a participating Employer under  the

Plan by (a) taking such action as shall be necessary to adopt the Plan,

(b) becoming a party to the Trust agreement establishing the Trust Fund

and (c) executing and delivering such instruments and taking such other

action  as  may be necessary or desirable to put the Plan  into  effect

with respect to such corporation.



       Section 10.2.  Withdrawal from Participation.  Any Employer  may

withdraw from participation in the Plan at any time by filing with  the

Committee  a  duly  certified  copy of a resolution  of  its  board  of

directors  to that effect and giving notice of its intended  withdrawal

to  the  Committee, the other Employers and the Trustee  prior  to  the

effective date of withdrawal.



       Section 10.3.  Company as Agent for Employers.  Each corporation

which  becomes  a  participating Employer pursuant to Section  10.1  or

Article  11 shall be deemed to have appointed the Company as its  agent

to  exercise  on  its  behalf all of the powers and authorities  hereby

conferred  upon the Company or such Employer by the terms of the  Plan,

including,  but  not  by  way of limitation, the  power  to  amend  and

terminate the Plan.  The authority of the Company to act as such  agent

shall continue until such Employer shall withdraw from the Plan.



                              ARTICLE 11
                      CONTINUANCE BY A SUCCESSOR
                                   
                                   
       In  the event that any Employer shall be reorganized by  way  of

merger, consolidation, transfer of assets or otherwise, so that another

corporation   other  than  an  Employer  shall  succeed   to   all   or

substantially   all  of  such  Employer's  business,   such   successor

corporation  may  be substituted for such Employer under  the  Plan  by

adopting  the  Plan  and  becoming a  party  to  the  Trust  agreement.

Contributions  by such Employer shall be automatically  suspended  from

the effective date of any such reorganization until the date upon which

the  substitution of such successor corporation for the Employer  under

the  Plan becomes effective.  If, within ninety (90) days following the

effective  date of any such reorganization, such successor  corporation

shall  not  have  elected to become a party to  the  Plan,  or  if  the

Employer  shall  adopt  a plan of complete liquidation  other  than  in

connection  with  a  reorganization, the Plan  shall  be  automatically

terminated with respect to Employees of such Employer as of  the  close

of  business  on  the  90th day following the effective  date  of  such

reorganization or as of the close of business on the date  of  adoption

of such plan of complete liquidation, as the case may be.



                              ARTICLE 12
                             MISCELLANEOUS
                                   
                                   
       Section  12.1.  Expenses.  The Employers shall pay all  expenses

incurred in the administration of the Plan, including expenses and fees

of  the  Trustee.  The Committee, in its sole discretion, having regard

to  the nature of a particular expense, shall determine the portion  of

such   expense  which  is  to  be  borne  by  a  particular   Employer.

Notwithstanding the foregoing, to the extent not paid  by  the  several

Employers, the Trustee is authorized and directed to pay from the Trust

Fund  all  costs  and  expenses incurred  in  administering  the  Plan,

including  the expenses of the Committee, the fees of counsel  and  any

agents  for  the Committee, the fees and expenses of the  Trustee,  the

fees of counsel for the Trustee and other administrative expenses.



       Section 12.2.  Non-Assignability.  (a)  Subject to the exception

provided in paragraph (b) below, it is a condition of the Plan, and all

rights of each Participant, Beneficiary and Contingent Pensioner  shall

be  subject  thereto,  that no right or interest  of  any  Participant,

Beneficiary or Contingent Pensioner in the Plan shall be assignable  or

transferable  in whole or in part, either directly or by  operation  of

law  or  otherwise, including, but not by way of limitation, execution,

levy,  garnishment,  attachment, pledge or  bankruptcy,  but  excluding

devolution by death or mental incompetency, and no right or interest of

any  Participant, Beneficiary or Contingent Pensioner in the Plan shall

be  liable  for,  or  subject to, any obligation or liability  of  such

Participant, Beneficiary or Contingent Pensioner, including claims  for

alimony or the support of any spouse



   (b)   This  Section  12.2 shall not apply to a  "qualified  domestic

relations  order"  defined  in Code Section  414(p),  and  those  other

domestic   relations  orders  permitted  to  be  so  treated   by   the

Administrator  under  the provisions of the Retirement  Equity  Act  of

1984.   The  Administrator  shall  establish  a  written  procedure  to

determine  the  qualified status of domestic relations  orders  and  to

administer distributions under such qualified orders.  Further, to  the

extent  provided under a "qualified domestic relations order", a former

spouse  of  a Participant shall be treated as the surviving spouse  for

all purposes under the Plan.



       Section 12.3.  Divestment for Cause.  It shall be impossible for

any  Participant who is either voluntarily or involuntarily  terminated

to  forfeit  any  portion  of  his vested  Pension  after  meeting  the

requirements of Article 2(23).



      Section 12.4.  Benefits Payable to Incompetents.  Whenever and as

often  as  any person entitled to payments hereunder shall be  under  a

legal  disability, or, in the sole judgment of the Administrator, shall

otherwise be unable to apply such payments to his own best interest and

advantage,  the  Administrator, in the exercise of his discretion,  may

direct  all  or any portion of such payments to be made in any  one  or

more of the following ways:

      (a)Directly to such person;

      (b)To his legal guardian or conservator;

      (c)To  his spouse or to any other person, to be expended for  his
      benefit; or

      (d)By  the  Administrator himself, receiving  and  expending,  or
      directing  the expenditure of, the same for the benefit  of  such
      person.
      


       The  decision of the Administrator shall, in each case, be final

and binding upon all persons, and, except in the case of (d) above, the

Administrator shall not be obliged to see to the proper application  or

expenditures of any payments so made.  Any payment made pursuant to the

power  herein  conferred  upon the Administrator  shall  operate  as  a

complete   discharge   of  the  obligations   of   the   Trustee,   the

Administrator, the Committee and the Company.



       Section 12.5.  Employment Non-Contractual.  The Plan confers  no

right upon any Employee to continue in employment.



       Section 12.6.  Limitation of Rights.  A Participant, Beneficiary

or  Contingent Pensioner shall have no right, title or claim in  or  to

any  specific  asset of the Trust, but shall have  the  right  only  to

distributions  from the Trust Fund on the terms and  conditions  herein

provided.



       Section  12.7.   Merger or Consolidation with Another  Plan.   A

merger or consolidation with, or transfer of assets or liabilities  to,

any  other plan shall not be affected unless the terms of such  merger,

consolidation  or  transfer are such that each Participant,  Contingent

Pensioner  or  Beneficiary entitled to receive benefits from  the  Plan

would  if the Plan then terminated receive a benefit immediately  after

the merger, consolidation or transfer which is equal to or greater than

the benefit such person would have been entitled to receive immediately

before  the  merger, consolidation, or transfer if the  Plan  had  then

terminated.



       Section  12.8.   Liability  for Benefit  Payments.   It  is  the

intention  of  the  Employers to continue the  Plan  indefinitely,  but

neither   the   Employers,  nor  any  of  their  officers,   Employees,

stockholders,  directors or agents guarantee or have any liability  for

the payment of the benefits under the Plan, nor shall the Employers  or

any  of  such persons have any liability for the administration of  the

Plan or of the funds or assets paid over to the Trustee, except to  the

extent required by ERISA.



        Section  12.9.   Mistake.   In  the  event  of  a  mistake   or

misstatement  as  to the date of birth of a Participant  or  any  other

person, or a mistake as to the date of employment or eligibility  of  a

Participant  or  in  his  Period of Employment,  Service,  or  Credited

Service or otherwise affecting the amount of a benefit payment made  or

to  be made to the Participant,  the Plan Administrator shall make,  if

possible, such adjustment in the future benefit payment as will in  its

judgment  accord  to such Participant or other person  the  benefit  to

which he is properly entitled under the Plan.



                              ARTICLE 13
                 AMENDMENT, WITHDRAWAL AND TERMINATION
                                   
                                   
       Section 13.1.  Amendment.  (a)  The Company may at any time  and

from  time to time amend or modify the Plan by written instrument  duly

adopted by the Board of Directors of the Company or by the Committee to

the  extent  so  delegated  by  such  Board.   Any  such  amendment  or

modification shall become effective on such date as the Company or  the

Committee shall determine and may apply to Participants in the Plan  at

the time thereof as well as to future Participants.



       (b)  No amendment shall operate either directly or indirectly to

give the Employer any interest whatsoever in any funds or property held

by the Trustee under the terms hereof, or to permit corpus or income of

the  Trust  to  be  used  for or diverted to purposes  other  than  the

exclusive benefit of persons who are at any time on or after  the  date

hereof Employees of an Employer and the Beneficiaries of such persons.



      (c)  Except as otherwise provided or permitted by applicable laws

and  regulations,  no  amendment  shall  operate  either  directly   or

indirectly  to deprive any Participant of his nonforfeitable beneficial

interest or of benefits accrued under the Plan, as constituted  at  the

time of the amendment.



       (d)   No amendment shall change any vesting schedule unless each

Participant who has completed five or more years of Service (three  (3)

or  more  years of Service effective January 1, 1989) is  permitted  to

elect,  within  such reasonable period after the adoption  of  such  an

amendment as an Employer may from time to time designate, to  have  his

non-forfeitable benefit computed under the Plan without regard to  such

amendment.  Notwithstanding the foregoing, no election shall need to be

offered  to  a Participant whose percentage of nonforfeitable  benefits

cannot  at  any  time be lower than such percentage determined  without

regard to such amendment.





       (e)   Except as permitted by applicable law and regulations,  no

amendment  shall eliminate or reduce an early retirement benefit  or  a

retirement-type subsidy or eliminate an optional form of benefit.



       (f)   If  the  effect  of any amendment is to  increase  current

liability  (as defined in Section 401(a)(29)(E) of the Code) under  the

Plan  for  a Plan Year, and the funded current liability percentage  of

the  Plan  for  the  Plan  Year in which the  amendment  takes  effect,

including the amount of the unfunded current liability under  the  Plan

attributable to the amendment, is less than sixty percent  (60%),   the

amendment shall not take effect unless and until the Employers (or  any

Affiliate  of an Employer) in its discretion provides security  to  the

Plan.   The  form  and  amount  of  such  security  shall  satisfy  the

requirements  of  Section 401(a)(29)(B) and  (C)  of  the  Code.   Such

security   may  be  released  provided  the  requirements  of   Section

401(a)(29)(D) of the Code are satisfied.



       Section  13.2.  Withdrawal.  If an Employer shall withdraw  from

the  Plan under Section 10.2, the Committee shall determine the portion

of  the  Trust  Fund  held by the Trustee which is  applicable  to  the

Employees  and former Employees of such Employer, and shall direct  the

Trustee  to segregate such portion in a separate Trust.  Such  separate

Trust  shall  thereafter be held and administered  as  a  part  of  the

separate plan of such Employer.

   Solely for the purpose of being able to determine the portion of the

Trust  Fund which at any given time is applicable to the Employees  and

former  Employees  of  an Employer, the Committee  shall  cause  to  be

maintained memorandum records showing the portion of the net  worth  of

the  Trust  allocable to each Employer.  The portion of such net  worth

allocable  to  each Employer shall be the total contributions  of  such

Employer  less  the  total  distributions  from  the  Trust  to  former

Employees  of  such  Employer, plus the net income  of  the  Trust  and

unrealized  appreciation  (or less unrealized  depreciation)  in  Trust

assets  allocated to such Employer.  The net income of  the  Trust  and

unrealized  appreciation  or depreciation  in  Trust  assets  shall  be

allocated  at the end of each Plan Year and at such other time  as  the

Committee  may determine.  The amount of such net income and unrealized

appreciation or depreciation to be allocated to each Employer for  each

Plan  Year  or other period shall be that portion of the net income  of

the  Trust  and unrealized appreciation or depreciation for the  period

elapsing since the date of the last allocation which the average amount

allocated  to  such Employer during such period bears  to  the  average

amount  allocated  to  all Employers during such period.   The  average

amount allocated to an Employer during a period shall be deemed  to  be

one-half of the sum of (i) the amount allocated to such Employer on the

first day of such period and (ii) the amount allocated to such Employer

on  the  first day of such period plus any contributions made  by  such

Employer  to  the Trust during such period less all distributions  from

the Trust during such period to former Employees of such Employer.



       Section  13.3.  Termination.  (a)  The Employer shall  have  the

right  to  terminate  the  Plan  by  delivering  to  the  Trustee   and

Administrator  written  notice  of  such  termination.   However,   any

termination  (other  than  a  partial  termination  or  an  involuntary

termination   pursuant  to  ERISA  Section  4042)  must   satisfy   the

requirements  and follow the procedures outlined herein  and  in  ERISA

Section  4041  for  a  Standard Termination or a Distress  Termination.

Upon  any termination (full or partial), all amounts shall be allocated

in  accordance with the provisions hereof and the benefits accrued  for

each  affected  Participant  to the extent funded  shall  become  fully

vested and shall not thereafter be subject to forfeiture.



      (b)Standard Termination Procedure:

                (1)      The  Administrator  shall  first  notify   all
          "affected  parties" (as defined in ERISA Section  4001(a)(21)
          of  the  Employer's intention to terminate the Plan  and  the
          proposed  date of termination.  Such termination notice  must
          be  provided  at least sixty (60) days prior to the  proposed
          termination  date.   However,  in  the  case  of  a  standard
          termination,  it  shall  not  be necessary  to  provide  such
          notice  to  the Pension Benefit Guaranty Corporation  (PBGC).
          As  soon  as  practicable  after the  termination  notice  is
          given, the Administrator shall provide a follow-up notice  to
          the PBGC setting forth the following:

                             (i)        a  certification of an enrolled
               actuary  of  the projected amount of the assets  of  the
               Plan  as  of the proposed date of final distribution  of
               assets,  the  actuarial present value  of  the  "benefit
               liabilities"  (as defined in ERISA Section  4001(a)(16))
               under the Plan as of the proposed termination date,  and
               confirmation that the Plan is projected to be sufficient
               for  such "benefit liabilities" as of the proposed  date
               of final distribution;

                              (ii)         a   certification   by   the
               Administrator that the information provided to the  PBGC
               and   upon   which  the  enrolled  actuary   based   his
               certification is accurate and complete; and

                           (iii)        such other information  as  the
               PBGC may prescribe by regulation.

               (2)      No  later than the date on which the  follow-up
          notice  is sent to the PBGC, the Administrator shall  provide
          all  Participants and Beneficiaries under the  Plan  with  an
          explanatory statement specifying each such person's  "benefit
          liabilities",  the benefit form on the basis  of  which  such
          amount is determined, and any additional information used  in
          determining  "benefit  liabilities"  that  may  be   required
          pursuant to regulations promulgated by the PBGC.

               (3)     A standard termination may only take place if at
          the  time  the final distribution of assets occurs, the  Plan
          is  sufficient  to meet all "benefit liabilities"  determined
          as of the termination date.
          


      (c)Distress Termination Procedure:

                (1)       he  Administrator  shall  first  notify   all
          "affected  parties" of the Employer's intention to  terminate
          the   Plan  and  the  proposed  date  of  termination.   Such
          termination  notice must be provided at least 60  days  prior
          to  the  proposed termination date.  As soon  as  practicable
          after  the  termination  notice is given,  the  Administrator
          shall  also  provide a follow-up notice to the  PBGC  setting
          forth the following:

                             (i)        a  certification of an enrolled
               actuary  of  the amount, as of the proposed  termination
               date,  of  the current value of the assets of the  Plan,
               the  actuarial present value (as of such  date)  of  the
               "benefit  liabilities" under the Plan, whether the  Plan
               is sufficient for "benefit liabilities" as of such date,
               the  actuarial  present  value  (as  of  such  date)  of
               benefits  under the Plan guaranteed under ERISA  Section
               4022,  and whether the Plan is sufficient for guaranteed
               benefits as of such date;

                            (ii)       in any case in which the Plan is
               not  sufficient  for "benefit liabilities"  as  of  such
               date,  the  name  and  address of each  Participant  and
               Beneficiary under the Plan as of such date;

                             (iii)         a   certification   by   the
               Administrator that the information provided to the  PBGC
               and   upon   which  the  enrolled  actuary   based   his
               certification is accurate and complete; and

                           (iv)         such other information  as  the
               PBGC may prescribe by regulation.

      (2)A distress termination may only take place if:

                             (i)       the Employer demonstrates to the
               PBGC  that  such termination is necessary to enable  the
               Employer to pay its debts while staying in business,  or
               to avoid unreasonably burdensome Pension costs caused by
               a decline in the Employer's work force;

                            (ii)       the Employer is the subject of a
               petition   seeking  liquidation  in  a   bankruptcy   or
               insolvency proceeding which has not been dismissed as of
               the proposed termination date; or

                           (iii)       the Employer is the subject of a
               petition  seeking  reorganization  in  a  bankruptcy  or
               insolvency proceeding which has not been dismissed as of
               the  proposed termination date, and the bankruptcy court
               (or   such   other  appropriate  court)   approves   the
               termination  and  determines that the Employer  will  be
               unable  to  continue in business outside  a  Chapter  11
               reorganization  process  and that  such  termination  is
               necessary  to  enable  the Employer  to  pay  its  debts
               pursuant to a plan of reorganization.
               


   (d)   Priority and Payment of Benefits.  In the case of  a  distress

termination, upon approval by the PBGC that the Plan is sufficient  for

"benefit liabilities" or for "guaranteed benefits", or in the case of a

standard  termination, a letter of non-compliance has not  been  issued

within the sixty (60) day period (as extended) following the receipt by

the  PBGC of the follow-up notice, the Administrator shall allocate the

assets  of  the Plan among Participants and Beneficiaries  pursuant  to

ERISA  Section 4044(a).  As soon as practicable thereafter, the  assets

of  the  Trust  Fund  shall  be distributed  to  the  Participants  and

Beneficiaries, in cash, in kind, or through the purchase of irrevocable

commitments from an insurer.  However, if all liabilities with  respect

to  Participants and Beneficiaries under the Plan have  been  satisfied

and  there  remains  a  balance  in the Trust  Fund  due  to  erroneous

actuarial calculation, such balance, if any, shall be returned  to  the

Employer.  In the case of a distress termination in which the  PBGC  is

unable  to  determine  that  the  Plan  is  sufficient  for  guaranteed

benefits,  the  assets  of  the  Plan  shall  only  be  distributed  in

accordance with proceedings instituted by the PBGC.



   (e)   The  termination  of the Plan shall  comply  with  such  other

requirements  and  rules  as  may  be promulgated  by  the  PBGC  under

authority  of Title IV of ERISA, including any rules relating  to  time

periods  or  deadlines for providing notice or for making  a  necessary

filing.



       Section  13.4.  Trust to be Applied Exclusively for Participants

and  their  Beneficiaries.  Subject only to the provisions of  Sections

4.1,  13.2 and 13.3, and no other provision of the Plan to the contrary

notwithstanding, it shall be impossible for any part of the Trust to be

used  for  or diverted to any purpose not for the exclusive benefit  of

Participants,  Contingent  Pensioners  and  Beneficiaries   either   by

operation  or  termination of the Plan, power  of  amendment  or  other

means.



                              ARTICLE 14
                         TOP-HEAVY PROVISIONS
                                   
                                   
      Section 14.1.  Introduction:  If the Plan is or becomes Top-Heavy

in any Plan Year,

the   provisions  of  this  Article  will  supersede  any   conflicting

provisions in the Plan.



      Section 14.2.  Definitions:

                (i)     Key Employee:  A person who at any time  during
          the  Plan  Year  meets  the criteria of  a  Key  Employee  as
          defined in Section 416(i)(1) of the Code.

               (ii)     Non-Key Employee:  Any person who is not a  Key
          Employee as defined in Section 14.2(i) above.

              (iii)    Top Heavy Plan:  If the Top Heavy Ratio for  all
          plans   in  the  Required  Aggregation  Group  (RAG)  exceeds
          six-tenths  (6/10) then all plans in the RAG  are  Top  Heavy
          unless there exists a Permissive Aggregation Group (PAG)  for
          which  the Top Heavy Ratio does not exceed six-tenths  (6/10)
          in which case no plan in the PAG is Top Heavy.

             (iv)     Top Heavy Ratio:

               (a)      If  an  Employer maintains one  or  more
          defined  benefit  plans  and the  Employer  has  never
          maintained  any defined contribution plans  (including
          any   Simplified  Employee  Pension  Plan)  which  has
          covered  or  could cover a Participant in  this  Plan,
          the  Top  Heavy Ratio is a fraction, the numerator  of
          which  is  the  sum of the present values  of  accrued
          benefits  of all Key Employees as of the determination
          date  (including  any  part  of  any  accrued  benefit
          distributed  in  the five-year period  ending  on  the
          determination date), and the denominator of  which  is
          the  sum  of all accrued benefits (including any  part
          of  any  accrued benefit distributed in the  five-year
          period  ending  on  the  determination  date)  of  all
          Participants as of the determination date.

               (b)      If  an  Employer maintains one or more  defined
          contribution  plans (including a Simplified Employee  Pension
          Plan)  and  the Employer maintains or has maintained  one  or
          more  defined benefit plans which have covered or could cover
          a  Participant  in  this  Plan, the  Top  Heavy  Ratio  is  a
          fraction,  the  numerator of which  is  the  sum  of  account
          balances  under the defined contribution plans  for  all  Key
          Employees  and  the present value of accrued  benefits  under
          the  defined  benefit plans for all Key  Employees,  and  the
          denominator  of  which  is the sum of  the  account  balances
          under  the  defined contribution plans for  all  Participants
          and  the  present value of accrued benefits under the defined
          benefit  plans  for all Participants. Both the numerator  and
          denominator  of  the  Top Heavy Ratio are  adjusted  for  any
          distribution  of  an  account balance or an  accrued  benefit
          made  in  the  five-year period ending on  the  determination
          date   and  any  contribution  due  but  unpaid  as  of   the
          determination date.

               (c)     For purposes of (a) and (b) above, the values of
          account  balances  and the present value of accrued  benefits
          will  be determined as of the most recent valuation date that
          falls  within or ends with the 12-month period ending on  the
          determination   date.  The  account  balances   and   accrued
          benefits of a Participant who is not a Key Employee  but  who
          was a Key Employee in a prior year will be disregarded.

                       The  account balance or accrued benefit  of  and
          Employee  shall  be  disregarded  if  the  Employee  has  not
          received  any  compensation from and has  not  performed  any
          services  for  the Employer over the five year period  ending
          on  the determination date. The calculation of the Top  Heavy
          Ratio,  and  the extent to which distributions, rollovers  an
          transfers  are taken into account will be made in  accordance
          with  Section 416 of the Code and the Regulations thereunder.
          Deductible  Employer contributions will  not  be  taken  into
          account  for  purposes  of computing  the  Top  Heavy  Ratio.
          However,  Participant Contribution Accounts are  included  in
          such  computation.   When aggregating  plans,  the  value  of
          account  balances  and accrued benefits  will  be  calculated
          with  reference to the determination dates that  fall  within
          the same calendar year.

               (v)      Permissive  Aggregation  Group:   The  required
          aggregation  group of plans plus any other plan or  plans  of
          an  Employer  which,  when considered as  a  group  with  the
          required  aggregation group, would continue  to  satisfy  the
          requirements of Sections 401(a)(4) and 410 of the Code.

              (vi)      Required Aggregation Group:  (1) Each qualified
          plan  of  an  Employer  in which at least  one  Key  Employee
          participates,  and  (2)  any  other  qualified  plan  of  the
          Employer  which enables a plan described in (1) to  meet  the
          requirements of Sections 401(a)(4) or 410 of the Code.

              (vii)       Determination  Date:   For  any   Plan   Year
          subsequent  to  the  first Plan Year, the  last  day  of  the
          preceding  Plan Year.  For the first Plan Year of  the  Plan,
          the last day of that year.

            (viii)      Valuation Date:  The last day of the Plan  Year
          as  of  which account balances or accrued benefits are valued
          for purposes of calculating the Top Heavy Ratio.

              (ix)      Present  Value:  Present value shall  be  based
          only  on  the  interest  and  mortality  rates  specified  in
          Article 2(1).
          


      Section 14.3.  Minimum Accrued Benefit:  (1)  Notwithstanding any

other  provision in this Plan except (3) and (4) below,  a  Participant

who  is not a Key Employee will accrue a minimum benefit for each  year

of  Service.   Years  of Service shall be excluded for  the  Plan  Year

ending  during such year of Service the Plan was not Top  Heavy.   This

minimum  benefit shall be derived entirely from Employer  contributions

and  when  expressed as a life annuity shall be not less than two  (2%)

percent  of  his highest average compensation for the five  consecutive

years  for  which  the Participant had the highest  compensation.   The

minimum  accrual  is determined without regard to any  Social  Security

contribution.  The minimum accrual applies even though under other Plan

provisions  the Participant would not otherwise be entitled to  receive

an  accrual,  or  would  have received a lesser accrual  for  the  year

because  (i) the Non-Key Employee's compensation is less than a  stated

amount,  (ii) the Non-Key Employee is not employed on the last  day  of

the  accrual  computation period, or (iii) the Plan is integrated  with

Social Security.



    (2)   For  purposes  of  computing  the  minimum  accrued  benefit,

compensation will include either (i) all compensation, as that term  is

defined  for Section 415 purposes, (ii) all wages subject to tax  under

Section  3101(a) without the dollar limitation of Section  3121(a),  or

(iii)  W-2 wages for the calendar year ending with or within  the  Plan

Year.



  (3)  No additional benefit accruals shall be provided pursuant to (1)

above  to  the  extent  that  the  total  accruals  on  behalf  of  the

Participant  attributable  to  Employer contributions  will  provide  a

benefit expressed as a life annuity commencing at Normal Retirement Age

that  equals  or  exceeds  twenty (20%) percent  of  the  Participant's

highest  average  compensation for the five (5) consecutive  years  for

which the Participant had the highest compensation.



   (4)   The provisions in (1) above shall not apply to any Participant

to  the extent that the Participant is covered under any other plan  or

plans  of  the Employer.  The maximum allocation or benefit requirement

applicable  to  this Top Heavy Plan will be met in the  other  plan  or

plans.



       Section 14.4.  Adjustment of Benefit:  If the form of benefit is

other  than a single life annuity, the Employee must receive an  amount

that  is  the  actuarial equivalent of the minimum single life  annuity

benefit.   If  the  benefit commences at a date other  than  at  Normal

Retirement  Age, the Employer must receive at least an amount  that  is

the  actuarial  equivalent of the minimum single life  annuity  benefit

commencing at Normal Retirement Age.



      Section 14.5.  Nonforfeitability of Benefit:  The minimum accrued

benefit required to be nonforfeitable under Section 416(b) may  not  be

forfeited under Code Sections 411(a)(3)(B) or 411(a)(3)(D).



       Section 14.6.  Minimum Vesting:  For any Plan Year in which this

Plan  is Top Heavy, and for all subsequent Plan Years, an Employee  who

has completed at least three years of Service with an Employer is fully

and non-forfeitably vested in his Pension.



       Section  14.7.  Further Limitations.  If the Plan is  Top  Heavy

"100%"  shall  be  substituted  for "125%"  in  the  Code  Section  415

limitations which are incorporated by reference into Article 7, unless:



   (a)  The Plan would not be Top Heavy if "9/10" were substituted  for

"6/10" under 14.2(iii) and



   (b)  "Three percent" is substituted for "two percent" under  Section

14.3  or the defined contribution plan provides a integrated Top  Heavy

minimum allocation equal to 7.5% of the Participant's compensation.



                              ARTICLE 15
                     CHANGE IN CONTROL PROVISIONS


       For  purposes of this Article 15 only, termination of employment

means  the  termination of employment by IMC Global  Operations  Group,

Inc.,  the  Company or its successor company of an employee  who  is  a

participant  in  the Plan, that occurs after a Change  in  Control  has

occurred and is not due to cause and is not voluntary.  Termination  of

Employment  shall not be deemed to be voluntary if the Employee  elects

to  resign  because his or her position, responsibility,  benefits,  or

compensation have been adversely changed or diminished.

   A Participant who has experienced termination of employment (as that

term  is  defined in Article 2(40), as a result of a Change in  Control

(as  defined in Article 2(6)) of IMC Fertilizer Group, Inc., the parent

corporation  of  IMC  Global  Operations  Inc.,  shall  be  fully   and

immediately  vested in his accrued benefits under the Plan  whether  or

not  he  was otherwise vested under the terms of the Plan prior to  the

happening  of  such  event.   In  addition,  a  Participant   who   has

experienced  termination from employment (as defined in Article  2(40))

as  a result of Change in Control (as defined in Article 2(6)) will  be

credited  with twenty-four months of Credited Service and  Service  for

all  purposes  under the Plan in addition to such Service and  Credited

Service   as  he  had  otherwise  earned  immediately  prior  to   such

Termination  of  Employment as a result of a Change in Control  of  IMC

Fertilizer  Group,  Inc.   Such additional Credited  Service  shall  be

assumed under Section 5.1(b)(ii)(B) and (C) where applicable.



       IN  WITNESS WHEREOF, IMC Global Operations Inc. has  caused  its

corporate  seal  to be hereunto affixed by its officers thereunto  duly

authorized this 31st day of December, 1994.





                             IMC GLOBAL OPERATIONS INC.



                             By  Allen C. Miller

                                -------------------------



(Corporate Seal)

ATTEST:



Marschall I. Smith

-------------------------

                       APPENDIX A TO THE
                        RETIREMENT PLAN
                              FOR
                       SALARIED EMPLOYEES
                               OF
                   IMC GLOBAL OPERATIONS INC.


     This  Appendix A applies only to participants covered  by  a  plan
known  as  the Retirement Plan for Hourly Employees of IMC  Fertilizer,
Inc.  Represented  by  Local #4-786 Oil, Chemical  and  Atomic  Workers
International Union (hereinafter the "Sterlington Union Plan").

    Effective April 16, 1992 the Sterlington Union Plan was merged with
this  Plan,  and  all participants in the Sterlington  Union  Plan  are
Participants  in this Plan for purposes of their frozen benefits  under
the Sterlington Union Plan, as herein provided.

     The  accrued benefit of each participant in the Sterlington  Union
Plan  is fully vested and will, for each participant of that plan as  a
Participant  under this Plan, be limited to his accrued benefit  as  of
April  16, 1992, as such benefits were determined under the Sterlington
Union  Plan  in effect on that date. Participants under the Sterlington
Union Plan will accrue no further benefits.

     With  the  exception of the foregoing, the terms of this  Plan  as
amended  and restated shall apply, to Participants who participated  in
the  Sterlington Union Plan, in the same manner as they  apply  to  all
other Participants under this Plan.

EX-10.12

                                                          EXHIBIT 10.12





















             INVESTMENT PLAN FOR SALARIED EMPLOYEES

                               OF

                   IMC GLOBAL OPERATIONS INC.

                restated effective March 1, 1988

             INVESTMENT PLAN FOR SALARIED EMPLOYEES
                               OF
                   IMC GLOBAL OPERATIONS INC.

                       TABLE OF CONTENTS
         ---------------------------------------------

Article   Section                                            Page


   1           TITLE                                            1

   2           DEFINITIONS                                      2

   3           PARTICIPATION

         3.1   Eligibility Requirements                         6
         3.2   Applications                                     8
         3.3   Termination of Participation                     9
         3.4   Safe-Harbor For Leased Employees                 9
         3.5   Special Enrollment                              10

   4           EMPLOYEE CONTRIBUTIONS AND SALARY REDUCTION
                    CONTRIBUTIONS

         4.1   Contributions Allowed                           10
         4.2   Changes in Amount of Contributions              13
         4.3   Automatic Suspension of Contributions           13
         4.4   Voluntary Suspension of Contributions           14
         4.5   Rollover Contributions                          14
         4.6   Contribution Percentage                         16
         4.7   Definitions                                     17
         4.8   Special Rules                                   17
         4.9   Distribution of Excess Aggregate Contributions  18
         4.10  Salary Reduction Contributions                  19
         4.11  Definitions                                     20
         4.12  Special Rules                                   21
         4.13  Distribution of Excess Deferrals                22
         4.14  Distribution of Excess Contributions            23
         4.15  Aggregate Rule                                  24




Article   Section                                            Page


   5           EMPLOYER CONTRIBUTIONS

         5.1   Amount of Contributions                         24
         5.2   Statutory Limitations on Contributions          26
         5.3   Limitation Year                                 29

   6           TRUST AND INVESTMENT PROVISIONS

         6.1   Trustee                                         29
         6.2   Investment of Contributions                     30
         6.3   Limitation on Investment Directions             33
         6.4   Change in Investment Direction                  34
         6.5   Investment Income                               35
         6.6   Expenses of Funds                               35
         6.7   Investment Manager                              35

   7      PARTICIPANTS' PLAN ACCOUNT

         7.1   Plan Account and Vesting                        37
         7.2   Dollars                                         39
         7.3   Valuation of Funds                              40
         7.4   Valuation of Fund Sub-Accounts as of a
                 Valuation Date                                41
         7.5   Valuation of Fund Sub-Accounts on Other Than
                 a Valuation Date                              41
         7.6   Value of Plan Accounts                          41
         7.7   Committee to Furnish Annual Statements of Value
                 of Plan Accounts                              41
         7.8   Transfers from Hourly Savings and Profit
                 Sharing Plans                                 42

   8           WITHDRAWALS, DISTRIBUTIONS AND LOANS

         8.1   Withdrawal of Employee Payroll Deduction and
                 Recharacterization Contributions              44
         8.2   Hardship Withdrawal from Employer, Employee and
                 Recharacterization Accounts                   45
         8.3   Withdrawal from Salary Reduction Account        48
         8.4   Distribution Upon Election to Discontinue
                 Contributions for an Indefinite Period        49
         8.5   Loans                                           50
         8.6   Distribution Upon Termination of Employment     52
         8.7   Time and Manner of Distributions                52

Article   Section                                            Page


         8.8   Designation of Beneficiary                      53
         8.9   Distribution to Minor and Disabled Distributees 55
         8.10  Distribution upon Termination of Employment     55
         8.11  Conditions for Distribution to Beneficiary, Upon
                 Death of a Participant                        59
         8.12  Direct Rollovers                                59

   9           SPECIAL RULES RELATING TO RE-EMPLOYMENT OF
               TERMINATED EMPLOYEES AND EMPLOYMENT
               BY RELATED ENTITIES                             60

  10           ADMINISTRATION

        10.1   The Committee                                   60
        10.2   Plan Administrator                              63
        10.3   Claims Procedure                                64
        10.4   Notices to Participants and Distributees        65
        10.5   Notices to Committee or Employers               65
        10.6   Records                                         66
        10.7   Reports of Trust Fund                           66

  11           PARTICIPATION BY OTHER EMPLOYERS

        11.1   Adoption of Plan                                66
        11.2   Withdrawal from Plan                            67
        11.3   Company as Agent for Employers                  67

  12           CONTINUANCE BY A SUCCESSOR                      67

  13           DOMESTIC RELATIONS, ORDERS AND LOANS

        13.1                                                   68
        13.2                                                   69

  14           MISCELLANEOUS

       14.1    Expenses                                        69
       14.2    Non-Assignability                               70
       14.3    Employment Non-Contractual                      70
       14.4    Limitation of Rights                            70
       14.5    Merger or Consolidation with Another Plan       70
Article   Section                                            Page


       14.6    Reversion of Employer Contributions             71

  15           AMENDMENT, WITHDRAWAL AND TERMINATION

        15.1   Amendment                                       72
        15.2   Withdrawal                                      72
        15.3   Termination                                     73
        15.4   Trust to be Applied Exclusively for
                 Participants and Their Beneficiaries          74
        15.5   Distribution Upon Sale of Assets                74
        15.6   Distributions Upon Sale of Subsidiary           74

  16           TOP-HEAVY PLAN YEARS

        16.1                                                   75
        16.2                                                   77
        16.3                                                   77
        16.4                                                   78
        16.5                                                   79
        16.6                                                   79

 17            TERMINATED INVESTMENT AND SAVINGS PLAN FOR
               HOURLY EMPLOYEES AT STERLINGTON,
               LOUISIANA                                       80



             INVESTMENT PLAN FOR SALARIED EMPLOYEES
                               OF
                   IMC GLOBAL OPERATIONS INC.
                Restated Effective March 1, 1988
                --------------------------------

           The  Investment Plan for Salaried Employees  of  IMC  Global

Operations  Inc.  (the "Plan", known before November  1,  1994  as  the

"Investment Plan for Salaried Employees of IMC Fertilizer,  Inc.")  was

adopted effective March 1, 1988 and restated effective January 1,  1992

and  again effective July 1, 1994 to incorporate various amendments  to

the  Plan.   All  changes are effective July 1, 1994  unless  otherwise

noted.

           In  all  cases  where  this Plan refers  to  a  person,  the

reference pertains to both genders.

           Account balances of participants in the Investment Plan  for

Salaried  Employees of International Minerals  Chemical Corporation  on

February 29, 1988 were transferable to this Plan through March 31, 1989

fully vested and nonforfeitable.



                               ARTICLE 1
                                 TITLE
                                   
                                   
           The title of this plan on and after November 1, 1994 is  the

"Investment Plan for Salaried Employees of IMC Global Operations  Inc."

Prior  to  November 1, 1994 the Plan was known as the "Investment  Plan

for Salaried Employees of IMC Fertilizer, Inc.".





                               ARTICLE 2
                              DEFINITIONS
                                   
                                   
           As  used herein, the following words and phrases shall  have

the  following respective meanings unless the context clearly indicates

otherwise:



          (1)   Active  Participant.  A participant  who  is  presently
          making contributions to the plan pursuant to Section 4.1.

          (2)   Administrator.  The Plan Administrator appointed by the
          Company pursuant to Section 10.2. and as defined in ERISA.

          (3)   Affiliate.  Any corporation which is a  member  of  the
          same controlled group of corporations (within the meaning  of
          Section   414(b)   of  the  Code)  as  an  employer   or   an
          unincorporated  trade  or  business  which  is  under  common
          control with an employer (as determined under Section  414(c)
          of the Code).

          (4)   Beneficiary.   The  person  or  persons  who  shall  be
          entitled  under Section 8.8 to receive benefits in the  event
          of the death of a participant.

          (5)   Break in Service.  The period of time beginning on  the
          first   day  of  the  month  following  termination   of   an
          individual's  employment and ending on the last  day  of  the
          month  immediately preceding the month in which an individual
          is  reemployed  if such period is at least  12  months  long,
          provided  that an individual shall be deemed to  be  employed
          during  any  period  in  which he  is  in  Military  Service,
          provided that he returns to the employ of an Employer  within
          the  period  prescribed by law relating to  the  reemployment
          rights of persons in Military Service, during any period  for
          which  he is entitled to receive compensation even though  he
          performs  no  services during such period (such as  vacation,
          leave of absence, sick leave or disability leave), and during
          any period for which he is laid off or is on an uncompensated
          leave  of  absence duly granted by his Employer or  is  on  a
          maternity  or  paternity  leave of  absence  which  has  been
          approved  by  the Administrator for purposes  of  eligibility
          service  under  this  Plan, determined  under  uniform  rules
          adopted by the Committee in accordance with Regulations.

          (6)   Code.   The Internal Revenue Code of 1986, as  amended,
          and the regulations issued thereunder.

          (7)   Committee.   The Committee appointed by  the  Board  of
          Directors of the Company pursuant to Section 10.1.

          (8)    Company.   IMC  Global  Operations  Inc.,  a  Delaware
          corporation, and any organization which shall succeed to  the
          business  of such corporation and adopt the plan pursuant  to
          Article 12.

          (9)   Compensation.   The  base  monthly  salary  paid  to  a
          participant.    Effective  January  1,   1989,   compensation
          considered under the plan shall not be in excess of  $200,000
          annually,  as  adjusted by the Secretary in  accordance  with
          Section  401(a)(17) of the Code.  Effective January 1,  1994,
          compensation considered under the Plan shall not be in excess
          of   $150,000  annually  as  adjusted  by  the  Secretary  in
          accordance with Section 401(a)(17) of the Code.  For purposes
          of  Article 4 the term "compensation" shall have the  meaning
          prescribed in Section 414(s) of the Code and for purposes  of
          Article  5,  the term "compensation" shall have  the  meaning
          prescribed by Section 415 of the Code.

          (10) Direct Rollover.  A Direct Rollover is a payment by  the
          Plan  to  the  Eligible  Retirement  Plan  specified  by  the
          Distributee.

          (11)   Distributee.    A  person  entitled   to   receive   a
          distribution  from the trust under Article 8.  A  Distributee
          includes  an  Employee or former Employee.  In addition,  the
          Employee's  or former Employee's surviving spouse  or  former
          Employee's spouse or former spouse who is the alternate payee
          under  a  qualified domestic relations order, as  defined  in
          Article  13  and Section 414(p) of the Code, are Distributees
          with regard to the interest of the spouse or former spouse.

          (12)  Eligible Retirement Plan.  An Eligible Retirement  Plan
          is  an  individual  retirement account described  in  Section
          408(a)   of  the  Code,  an  individual  retirement   annuity
          described  in  Section 408(b) of the Code,  an  annuity  plan
          described in Section 403(a) of the Code, or a qualified trust
          described  in  Section 401(a) of the Code, that  accepts  the
          Distributee's  eligible rollover distribution.   However,  in
          the   case  of  an  Eligible  Rollover  Distribution  to  the
          surviving   spouse,  an  Eligible  Retirement  Plan   is   an
          individual   retirement  account  or  individual   retirement
          annuity.

          (13)  Eligible  Rollover Distribution.  An Eligible  Rollover
          Distribution is any distribution of all or any portion of the
          balance  to  the  credit of the Distributee, except  that  an
          eligible   rollover  distribution  does  not  include:    any
          distribution  that is one of a series of substantially  equal
          periodic  payments (not less frequently than  annually)  made
          for  the life (or life expectancy) of the distributee or  the
          joint  lives  (or joint life expectancies) of the Distributee
          and  the  Distributee's  designated  beneficiary,  or  for  a
          specified  period of ten years or more; any  distribution  to
          the  extent  such  distribution  is  required  under  Section
          401(a)(9)  of  the Code; and the portion of any  distribution
          that  is  not includible in gross income (determined  without
          regard to the exclusion for net unrealized appreciation  with
          respect to Employer securities.)

          (14)  Employee.  An individual who is employed by an Employer
          and  shall  include leased employees within  the  meaning  of
          414(n)(2)  of  the Code.  Notwithstanding the  foregoing,  if
          such  leased  employees  constitute  less  than  20%  of   an
          Employer's  non-highly  compensated  work  force  within  the
          meaning  of  Section 414(n)(5)(C)(ii) of the Code,  the  term
          Employee shall not include those leased employees covered  by
          a  plan  described  in Section 414(n)(5) of  the  Code.   Any
          person  employed by a foreign corporation shall be deemed  to
          be an Employee of an Employer during his period of employment
          by  such foreign corporation if (i) not less than 20% of  the
          voting  stock  of such foreign corporation  is  owned  by  an
          employer;  (ii)  the employer has entered into  an  agreement
          under  Section  3121(1)  of the Code which  applies  to  such
          foreign  corporation;  (iii) the employee  is  a  citizen  or
          permanent   resident   of  the  United   States;   and   (iv)
          contributions  under  a funded plan of deferred  compensation
          are  not  provided by any other person with  respect  to  the
          remuneration paid to such person by such foreign corporation.

          (15)  Employer.  The Company and any other corporation  which
          shall,  with the consent of the Company, elect to participate
          in  the plan in the manner described in Section 11.1 and  any
          successor corporation which shall adopt the plan pursuant  to
          Article  12.   If  any such corporation shall  withdraw  from
          participation in the plan pursuant to Section 11.2, or  shall
          terminate  its participation in the plan pursuant to  Section
          15.3,  such  corporation  shall  thereupon  cease  to  be  an
          employer.

          (16)  Employer Contributions.  The contributions made  by  an
          employer pursuant to Section 5.1.

          (17)  Family  Member.   An individual  described  in  Section
          414(q)(6)(B) of the Code.

          (18)  Highly Compensated Employee.  A participant  or  former
          participant who is a highly compensated employee  as  defined
          in Code Section 414(q).  Generally, any participant or former
          participant is considered a Highly Compensated Participant if
          during  the  Plan  Year  or  the  preceding  Plan  Year  such
          participant or former participant:

                     (a)   was  at any time a "five percent  owner"  as
               defined in Section 16.1.

                     (b)  received "415 Compensation" from the Employer
               in  excess  of $78,353 (or such other amount as  indexed
               from time to time by the Internal Revenue Service).   In
               determining whether an individual has "415 Compensation"
               of  more  than  $78,353,  "415 Compensation"  from  each
               employer  required to be aggregated under Code  Sections
               414(b), (c), and (m) shall be taken into account.


                     (c)  received "415 Compensation" from the Employer
               in  excess  of $52,235 (or such other amount as  indexed
               from  time to time by the Internal Revenue Service)  and
               was  in  the  top-paid group of Employees for  the  Plan
               Year.  An Employee is in the top-paid group of Employees
               for  any  Plan  Year if such Employee is  in  the  group
               consisting  of  the  top  twenty  (20)  percent  of  the
               Employees when ranked on the basis of "415 Compensation"
               paid  during the Plan Year.  In determining  whether  an
               individual has "415 Compensation" of more than  $52,235,
               "415  Compensation" from each employer  required  to  be
               aggregated under Code Section 414(b), (c), and (m) shall
               be taken into account.

                     (d)   was  at  any time an officer as  defined  in
               Section 16.1 with "415 Compensation" greater than 50% of
               the amount in effect under Code Section 415(b)(1)(A) for
               such Plan.

          (19)  Investment Manager.  The investment manager who may  be
          appointed pursuant to Section 6.6.

          (20)  Maternity or Paternity Leave.  A leave of absence taken
          by  an  employee for any period by reason of such  employee's
          pregnancy, birth of an employee's child, placement of a child
          with  the  employee in connection with the adoption  of  such
          child or any absence for the purpose of caring for such child
          for  a  period immediately following such birth or placement.
          Leaves  of  absence taken in accordance with this  subsection
          shall not include any leave of absence which is deemed to  be
          a  short term disability under the Short Term Disability Plan
          for Salaried Employees of IMC Global Operations Inc.

          (21)  Military Service.  (a)  Service on active duty, in time
          of  national or local emergency, in the armed forces  of  the
          United States or any State thereof; (b) service in the  armed
          forces of the United States or of any State thereof under any
          compulsory service law; or (c) service in the armed forces of
          the  United  States or any of its allies in time  of  war  in
          which the United States is engaged.

          (22)  Non-Highly  Compensated Employee.  An Employee  of  the
          Employer who is neither a Highly Compensated Employee  nor  a
          Family Member.

          (23)   Participant.   An  employee  who  has  satisfied   the
          requirements  set  forth  in  Section  3.1,  has  elected  to
          participate  in the plan pursuant to Section 3.2,  and  whose
          participation has not terminated pursuant to Section 3.3.

          (24)  Plan.  The plan herein set forth, as from time to  time
          amended.

          (25)  Plan  Account.   The  sum of a  participant's  Employer
          Account,  Employee  Account,  Salary  Reduction  Account  and
          Rollover Account.

          (26)  Plan  Year.  The accounting period of the  Company  for
          federal income tax purposes.

          (27)   Predecessor  Plan.   Investment  Plan   for   Salaried
          Employees of International Minerals  Chemical Corporation  as
          in  effect  on  February 29, 1988 under  which  full  account
          balances of participants eligible to participate in this Plan
          were  transferred,  if such participants became  eligible  to
          participate in this Plan between March 1, 1988 and March  31,
          1989.

          (28) Prior Plan Statement.  The predecessor plan as in effect
          as of June 30, 1982.

          (29)  Salary Reduction Contributions.  Contributions  to  the
          trust pursuant to Section 4.1 by an employer on behalf of  an
          active participant in lieu of current compensation.

          (30) Service.  Any period of time beginning on the first  day
          of  the  month in which an individual's employment  commences
          and  ending  on  the  last  day of the  month  in  which  his
          employment terminates.  An individual's service shall include
          employment  with International Minerals  Chemical Corporation
          so long as such participant became eligible to participate in
          this Plan prior to April 1, 1989.

          (31)  Trust.   The  trust  created by agreement  between  the
          employers and the trustee, as from time to time amended.

          (32)  Trustee.  The trustee provided for in Section  6.1,  or
          any  successor  trustee or, if there shall be more  than  one
          trustee   acting   at  any  time,  all   of   such   trustees
          collectively.

          (33)  Trust Fund.  All money and property of every kind  held
          by the trustee under the trust agreement.

          (34)  Valuation Date.  The last day of each calendar quarter.
          Effective July 1, 1988 the Valuation Date shall be  the  last
          day of each calendar month.



                               ARTICLE 3
                             PARTICIPATION
                                   
                                   
            Section   3.1.   Eligibility  Requirements.    (a)    Prior

Participants.   Each Employee who was a Participant in the  Predecessor

Plan  on  February 29, 1988, terminated employment with the predecessor

Employer, became employed by an Employer and eligible to participate in

this  Plan between March 1, 1988 and March 31, 1989 shall have his full

account  balance under the Predecessor Plan transferred  to  this  Plan

fully  vested  and  invested, where possible, in  identical  Funds,  as

described in Article 6 of this Plan.



     (b)  Active Participants.  A person who:


                    (1)  is an Employee of an Employer;

                    (2)  is paid on a salaried basis;

                     (3)   is  either regularly employed in the  United
               States or is a citizen of the United States;

                     (4)   has  an effective application under  Section
               3.2 on file with the Committee; and

                     (5)   is  credited with one year  of  Service  (as
               defined in subsection (d) below);

shall  be  eligible to be a Participant in the Plan and shall  commence

active  participation  on the date specified in  subsection  (c).   For

purposes  of  this  subsection  (b), clause  (5)  above  shall  not  be

applicable to a person who satisfies clauses (1), (2) and (3) on  March

1, 1988, and who elects to participate on that date.  A Participant who

discontinued contributions to the Predecessor Plan and is ineligible to

participate in the Predecessor Plan pursuant to Sections 8.1 or 8.4  of

such  plan  may not become an active Participant under this Plan  until

such period of ineligibility expires.



     (c)  Commencement Date for Active Participation.  A person who has

satisfied the conditions of subsection (b) above shall become an Active

Participant  on the next January 1 or July 1 (whichever  occurs  first)

following    the   date   such   conditions   are   first    satisfied.

Notwithstanding the preceding sentence, if such January  1  or  July  1

occurs  more than six months after a person is credited with his  first

year  of Service, Active Participation shall commence on the first date

the requirements of subsection (b) are satisfied.



           (d)   Eligibility Service.  An Employee of an Employer shall

satisfy  the service requirement if he completes a year of  service  in

the  12 month period beginning on the date of his employment, or if  he

completes a year of service in any Plan Year subsequent to the date  of

his  employment.  If an Employee terminates employment with an Employer

and all affiliates, but returns to such employment prior to incurring a

Break  in  Service, the period prior to and following such  termination

shall  be  credited  as service.  If an Employee terminates  employment

with  an  Employer  and all Affiliates prior to completing  a  year  of

service, but returns to such employment at a later date, all periods of

his  employment shall be credited as service.  An Employee who has once

satisfied the eligibility requirement, terminates employment and  later

returns  to employment shall be eligible to participate in the Plan  as

of the date of his reemployment.



           Section  3.2.   Applications.  An  eligible  Employee  under

Section  3.1(b)  may become an Active Participant by filing  a  written

application with his Employer in the form prescribed by the  Committee.

Such    application must be filed at least 20 days prior  to  the  date

upon  which  participation is to commence or, if  participation  is  to

commence on an effective date, such application must be filed prior  to

a  date  to  be  prescribed by the Committee and  communicated  to  all

eligible  Employees.  Such application shall authorize  the  Employee's

Employer  to reduce his current Compensation in the amount  elected  by

the Employee pursuant to Article 4 and to contribute the amount of such

reduction to the Trust Fund and/or authorize the Employee's Employer to

deduct  monthly contributions from the Employee's Compensation  in  the

amount  specified  by  the  Employee  pursuant  to  Article  4.    This

application  shall evidence the Employee's acceptance of and  agreement

to all of the provisions of the Plan.



           Section  3.3.  Termination of Participation.  A  Participant

shall continue as such until his termination of employment for whatever

reason;  provided, however, if a Participant shall be transferred  from

one Employer to another or from an Employer to a corporation which is a

member of the same controlled group of corporations (within the meaning

of  Section  1563(a) of the Code, determined without regard to  Section

1563(a)(4) and (e)(3)(C)) as his prior Employer or from an Employer  to

a  corporation or other employing entity which is under common  control

(within  the  meaning  of Section 414(c) of the Code)  with  his  prior

Employer,   such   transfer  shall  not  terminate  the   Participant's

participation  in  the  Plan  and such Participant  shall  continue  to

participate  in  the Plan until an event shall occur which  would  have

terminated  his  participation had he continued in the  service  of  an

Employer  until  the occurrence of such event, but  during  any  period

during  which  he  is not employed by an Employer he shall  not  be  an

Active  Participant and shall not be entitled to make contributions  to

the Plan pursuant to Section 4.1.



             Section    3.4.    Safe-Harbor   For   Leased   Employees.

Notwithstanding any other provisions of the Plan, for purposes  of  the

pension requirements of Section 414(n)(3) of the Code, the Employees of

the  Employer  shall  include leased employees within  the  meaning  of

Section  414(n)(2)  of  the Code.  Such leased employees  shall  become

participants in, or be entitled to contributions under, the Plan  based

on  service as leased employees only as provided in provisions  of  the

Plan other than this Article 3.



           Section 3.5.  Special Enrollment.  Notwithstanding any other

provision  of  the  Plan  to  the contrary, any  Participant  otherwise

eligible to participate under the terms of the Plan on December 1, 1989

shall  be  entitled to re-enroll in the Plan on December  1,  1989,  to

change  investment selections and direction, as provided under  Article

6,  to  change  contributions as provided under  Section  4.2,  and  to

otherwise  make  such decisions regarding their Plan  Accounts  as  are

usually permitted on January 1 of any Plan Year.

      There  will  be no enrollment on January 1, 1990 because  of  the

special,  one-time  December  1, 1989 enrollment  except  as  to  those

Employees  or Participants who were ineligible under the terms  of  the

Plan  to  participate on December 1, 1989 but will become eligible  for

participation on January 1, 1990.



                               ARTICLE 4
       EMPLOYEE CONTRIBUTIONS AND SALARY REDUCTION CONTRIBUTIONS
                                   
                                   
           Section  4.1.   Contributions Allowed.  A Participant  shall

elect  to participate in the Plan by a) Employee contributions effected

by  means  of payroll deduction and/or by b) all Employer Contributions

to  the  Trust Fund in an amount the Employee has agreed in writing  to

forego  in  current  Compensation.  The latter contributions  shall  be

known as Salary Reduction Contributions.



     (a)  Employee Contributions

                     (1)   Each Active Participant shall make a regular
               contribution  under  the Plan.  Such contribution  shall
               only be effected by means of payroll deductions each pay
               period  of  a  whole dollar amount.  Such dollar  amount
               shall  be in percentage points ranging from 1% to 6%  of
               the Active Participant's Compensation.

                     (2)   Each Active Participant who shall  elect  or
               authorize contributions in an amount equal to 6% of  his
               Compensation pursuant to paragraph (a) and/or  paragraph
               (b) of this Section shall be entitled, but shall not  be
               required, to make an additional contribution by means of
               payroll  deductions  only each pay  period  of  a  whole
               dollar   amount.   Such  dollar  amount  shall   be   in
               percentage  points ranging from 1% to 9% of  the  Active
               Participant's Compensation.

                     (3)   If  the aggregate contribution  made  by  an
               Active Participant pursuant to paragraphs (1) and (2) of
               this  Section is not evenly divisible by five, it  shall
               be  increased to the nearest higher amount which  is  so
               divisible.  Contributions shall commence with the  first
               payroll  period  ending  after participation  commences.
               Contributions  shall be transferred by the Participant's
               Employer  to  the  Trustee  not  less  frequently   than
               monthly.
               


     (b)  Salary Reduction Contributions.  An Employer shall contribute

to  the  Trust  Fund  on  behalf of each Active  Participant  which  he

employs,  an  amount  equal to the amount the  Active  Participant  has

agreed in writing to forego in current Compensation.  A Participant may

elect  an  amount  equal  to percentage points  of  Compensation.   The

maximum  percentage  by which any Participant may elect  to  forego  in

Compensation shall be designated by the Committee no later than 30 days

prior to each January or July 1 but such percentage shall, in no event,

exceed  15%.   Notwithstanding the foregoing, no contributions  may  be

made  under this paragraph, unless such contribution complies with  the

provisions  of  Section 5.1(c) of this Plan and no  contribution  under

this  subsection  which  is in excess of 6%  of  Compensation  will  be

eligible for further Employer contribution under Section 5.1(a).

           If  the  aggregate dollar amount of the current Compensation

reduction  made by an Active Participant pursuant to this paragraph  is

not  evenly  divisible by five, it shall be increased  to  the  nearest

higher amount which is so divisible.

           An  agreement  to  reduce  current Compensation  under  this

paragraph  shall  be  subject to rules and regulations  governing  such

agreements as promulgated by the Internal Revenue Service.

           Notwithstanding anything in this Section to the contrary, no

salary  reduction contribution percentage elected by a Participant  may

result in a dollar amount which will exceed $7313 in any calendar  year

as multiplied by the Adjustment Factor provided by the Secretary of the

Treasury.   In  the  event  a  Participant's  contribution  under  this

Subsection exceeds $7313 in any calendar year or such contribution when

combined  with  any  other  cash or deferred arrangement  contributions

exceeds  $7313 as multiplied by the Adjustment Factor provided  by  the

Secretary  of  the Treasury in any calendar year, such  excess,  if  it

occurs   under  this  Subsection  4.1(b)  shall  be  refunded  to   the

Participant  along  with any accrued interest or  earnings  thereon  no

later  than April 15 of the calendar year succeeding the year in  which

such  excess  was contributed.  If such excess occurs as  a  result  of

contributions made under this Subsection 4.1(b) when combined with  any

other   cash  or  deferred  arrangement  contributions  made   by   the

Participant,  then  any  refund will be made  upon  timely  and  proper

notification to the Plan Administrator of the amount to be refunded  by

the Participant.



      (c)   Limitations on Employee and Salary Reduction Contributions.

A  Participant's  overall  contribution, either  by  payroll  deduction

exclusively  or  by  payroll  deduction  in  combination  with   salary

reduction may not exceed 15% of the Participant's Compensation and  are

nonforfeitable when made.



          Section 4.2.  Changes in Amount of Contributions.  Changes by

the  Active  Participant.   The amount of  the  Compensation  reduction

and/or  the  dollar amount of payroll deduction elected  by  an  Active

Participant  as a percentage of Compensation shall continue  in  effect

until  the  Active Participant changes his reduction agreement  or  his

deduction.   An  Active  Participant  may  change  the  amount  of  his

agreement  or  payroll deduction within the limitations  prescribed  in

Section  4.1  as  of January 1 or July 1 of any year by giving  written

directions  to  his Employer in the form prescribed by  the  Committee,

provided  such  direction  is  given at least  30  days  prior  to  the

effective  date of the change.  If at any time an Active  Participant's

payroll  deduction  shall exceed the maximum limitation  prescribed  in

Section 4.1(a), it shall be automatically reduced to the highest  whole

dollar  amount which is evenly divisible by five and which is not  more

than such maximum limitation.



           Section  4.3.   Automatic Suspension of  Contributions.   An

Active   Participant's  payroll  deduction  or  by   salary   reduction

contributions shall be suspended automatically for the period and under

the  circumstances specified in Section 8.1 and for any  period  during

which  the Active Participant is absent without Compensation or  is  no

longer an Active Participant.



           Section  4.4.   Voluntary Suspension of Contributions.   Any

Active  Participant  may,  by giving 30 days'  written  notice  to  his

Employer,  in  the  form  prescribed  by  the  Committee,  suspend  his

contributions (by payroll deduction or salary reduction)  effective  as

of  the first day of the month which is at least 30 days after the date

such  notice  has been given.  Such a voluntarily suspended Participant

may,  by giving 30 days' written notice to his Employer on a prescribed

form,  regain  active  status in the Plan on the earlier  of  the  next

January  1 or July 1 following the suspension of contributions  for  12

months.



           Section 4.5.  Rollover Contributions.  (a)  With the consent

of  the  Administrator, amounts may be transferred from other qualified

plans,  provided  that the Trust from which such funds are  transferred

permits  the  transfer to be made and, in the opinion of legal  counsel

for  the  Employers, the transfer will not jeopardize  the  tax  exempt

status of the Plan or Trust or create adverse tax consequences for  the

Employers.   The  amounts transferred shall be set  up  in  a  separate

account  herein referred to as "Rollover Account".  Such account  shall

be fully vested at all times and shall not be subject to forfeiture for

any reason.



      (b)   Amounts  in  a Participant's Rollover Account  may  not  be

withdrawn by, or distributed to the Participant, in whole or  in  part,

except  as  provided in Paragraph (c) of this Section 4.5.  The  amount

shall  be  credited  in  participating units  in  accordance  with  the

Participant's  investment direction to the appropriate sub-accounts  of

such  Rollover  Account.   If a rollover contribution  is  made  by  an

eligible  Employee prior to his becoming a Participant,  such  Employee

shall  until such time as he becomes a Participant be deemed  to  be  a

Participant for all purposes of the Plan except for purposes of  making

contributions to the Plan pursuant to Section 4.1.



      (c)   Distributions may be made only in accordance with  Sections

8.6, 8.7 and 8.10 of the Plan and such distributions shall be valued in

accordance with Sections 7.3 through 7.6 as applicable.



       (d)   For  purposes  of  this  Section  4.5  the  term  "amounts

transferred  from  other  qualified plans"  shall  mean:   (i)  amounts

transferred  to  this Plan directly from another qualified  plan;  (ii)

lump  sum distributions received by an Employee which are eligible  for

tax  free rollover to a qualified plan and which are transferred by the

Employee  to  this  Plan within sixty (60) days following  his  receipt

thereof;  (iii)  amounts  transferred  to  this  Plan  from  a  conduit

individual  retirement  account provided that  the  conduit  individual

retirement  account  has no assets other than  assets  which  (A)  were

previously  distributed to the Employee by another qualified  corporate

(and,  after  December  31,  1983, noncorporate)  plan  as  a  lump-sum

distribution,  (B) were eligible for tax free rollover to  a  qualified

corporate  or noncorporate plan and (C) were deposited in such  conduit

individual retirement account within sixty (60) days of receipt thereof

and other than earnings on said assets; and (iv) amounts distributed to

the  Employee from a conduit individual retirement account meeting  the

requirements of clause (iii) above, and transferred by the Employee  to

this  Plan  within  sixty (60) days of his receipt  thereof  from  such

conduit   individual  retirement  account.   Prior  to  accepting   any

transfers to which this Section applies, the Administrator may  require

the  Employee to establish that the amounts to be transferred  to  this

Plan  meet  the requirements of this Section and may also  require  the

Employee to provide an opinion of counsel satisfactory to the Employers

that  the  amounts  to  be transferred meet the  requirements  of  this

Section.



     (e)  For purposes of this Section, the term "qualified plan" shall

mean any tax qualified plan under Code Section 401(a).



      (f)   Notwithstanding anything herein to the contrary, this  Plan

shall  not  accept  any direct transfers from a defined  benefit  plan,

money  purchase plan (including a target benefit plan), stock bonus  or

profit  sharing  plan which would otherwise have provided  for  a  life

annuity form of payment to the Participant.



           Section  4.6.   Contribution Percentage.  (a)   The  Average

Contribution  Percentage  for  Eligible  Participants  who  are  Highly

Compensated  Employees for the Plan Year shall not exceed  the  Average

Contribution  Percentage for Eligible Participants who  are  Non-Highly

Compensated Employees for the Plan Year multiplied by 1.25; or



     (b)  The Average Contribution Percentage for Eligible Participants

who are Highly Compensated Employees for the Plan Year shall not exceed

the  Average Contribution Percentage for Eligible Participants who  are

Non-Highly  Compensated Employees for the Plan Year  multiplied  by  2,

provided   that  the  Average  Contribution  Percentage  for   Eligible

Participants who are Non-Highly Compensated Employees by more than  two

(2)  percentage  points or such lesser amount as described  in  Section

4.15.



          Section 4.7.  Definitions.  For purposes of this Section, the

following definitions shall apply.



          (a)  "Average Contribution Percentage" shall mean the average
          (expressed as percentage) of the Contribution Percentages  of
          the Eligible Participants in a group.

          (b)    "Contribution  Percentage"  shall   mean   the   ratio
          (expressed  as  a  percentage), of the sum  of  the  Employee
          Contributions and Employer Contributions under  the  Plan  on
          behalf  of the Eligible Participant for the Plan Year to  the
          Eligible  Participant's Compensation while a  Participant  in
          the Plan for the Plan Year.

          (c)   "Eligible Participant" shall mean any Employee  of  the
          Employer who is otherwise authorized under the terms  of  the
          Plan to have Employee Contributions or Employer Contributions
          allocated to his account for the Plan Year.
          


           Section  4.8.   Special Rules.  (a)  For  purposes  of  this

Section 4, the Contribution Percentage for any Eligible Participant who

is  a Highly Compensated Employee for the Plan Year and who is eligible

to make Employee Contributions, or to receive Employer Contributions or

Salary  Reduction Contributions allocated to his account under  two  or

more  plans  described  in Section 401(a) of the Code  or  arrangements

described  in  Section 401(k) of the Code that are  maintained  by  the

Employer  or an Affiliated Employer shall be determined as if all  such

contributions  and  Salary Reduction Contributions were  made  under  a

single plan.



      (b)   In  the event that this Plan satisfies the requirements  of

Section  410(b) of the Code only if aggregated with one or  more  other

plans,  or  if  one  or  more other plans satisfy the  requirements  of

Section 410(b) of the Code only if aggregated with this Plan, then this

Section  4 shall be applied by determining the Contribution Percentages

of Eligible Participants as if all such plans were a single plan.



     (c)  For purposes of determining the Contribution Percentage of an

Eligible Participant who is a Highly Compensated Employee, the Employee

Contributions,   Employer  Contributions  and  Compensation   of   such

Participant   shall   include  the  Employee  Contributions,   Employer

Contributions and Compensation of Family Members to the extent required

by Section 401(k) of the Code and the regulations issued thereunder.



       (d)    The  determination  and  treatment  of  the  Contribution

Percentage of any Participant shall satisfy such other requirements  as

may be prescribed by the Secretary of the Treasury.



          Section 4.9.  Distribution of Excess Aggregate Contributions.

(a)   In  General.  Excess Aggregate Contributions and income allocable

thereto  shall be distributed no later than the last day of  each  Plan

Year  beginning  after  December 31, 1987,  to  Participants  to  whose

accounts   Employee   Contributions  or  Employer  Contributions   were

allocated for the preceding Plan Year.



      (b)   Excess Aggregate Contributions.  For purposes of this Plan,

"Excess  Aggregate  Contributions" shall mean the amount  described  in

Section 401(m)(6)(B) of the Code.



      (c)   Determination  of Income.  The income allocable  to  Excess

Aggregate  Contributions shall be determined by multiplying the  income

allocable  to  the  Participant's Employee Contributions  and  Employer

Contributions for the Plan Year by a fraction, the numerator  of  which

is  the Excess Aggregate Contributions on behalf of the Participant for

the  preceding Plan Year and the denominator of which is the sum of the

Participant's  account balances attributable to Employee  Contributions

and  Employer Contributions as of the end of the Plan Year, reduced  by

the gain allocable to such total amount for the Plan Year and increased

by the loss allocable to such total amount for the Plan Year.



       (d)    Maximum   Distribution  Amount.   The  Excess   Aggregate

Contributions to be distributed to a Participant shall be adjusted  for

income,  and,  if  there is a loss allocable to  the  Excess  Aggregate

Contribution,  shall  in  no  event be less  than  the  lesser  of  the

Participant's  account  under the Plan or  the  Participant's  Employee

Contributions and Employer Contributions for the Plan Year.



      (e)   Accounting  for  Excess  Aggregate  Contributions.   Excess

Aggregate  Contributions shall be distributed  from  the  Participant's

Employee   Account,  and  Employer  Account,  in  proportion   to   the

Participant's Employee Contributions and Employer Contributions for the

Plan Year.



           Section 4.10.  Salary Reduction Contributions.  (a)  Maximum

Amount  of  Salary Reduction Contributions.  Effective as of  March  1,

1988,   no  Employee  shall  be  permitted  to  have  Salary  Reduction

Contributions made under this Plan, the Predecessor Plan or  any  other

plan  during any calendar year in excess of $7313 as multiplied by  the

Adjustment  Factor as provided by the Secretary of the  Treasury.   The

foregoing  limit  shall not apply to Salary Reduction Contributions  of

amounts  attributable  to service performed in 1986  and  described  in

Section 1105(c)(5) of the Tax Reform Act of 1986.



     (b)  Average Actual Deferral Percentage.

               (i)  The average Actual Deferral Percentage for Eligible
          Participants  who  are Highly Compensated Employees  for  the
          Plan  Year  shall  not  exceed the  average  Actual  Deferral
          Percentage  for  Eligible  Participants  who  are  Non-Highly
          Compensated Employees for the Plan Year multiplied  by  1.25;
          or

              (ii)  the Average Actual Deferral Percentage for Eligible
          Participants  who  are Highly Compensated Employees  for  the
          Plan  Year  shall  not  exceed the  Average  Actual  Deferral
          Percentage  for  Eligible Participants  who  are   Non-Highly
          Compensated  Employees  for the Plan Year  multiplied  by  2,
          provided  that  the  Average Actual Deferral  Percentage  for
          Eligible  Participants  who are Highly Compensated  Employees
          does  not  exceed the Average Actual Deferral Percentage  for
          Eligible   Participants   who  are   Non-Highly   Compensated
          Employees  by  more than two (2) percentage  points  or  such
          lesser amount as described in Section 4.15.
          


          Section 4.11.  Definitions.  For purposes of Section 4.10 and

succeeding subsections in Section 4, the following definitions shall be

used.



      (a)  "Actual Deferral Percentage" shall mean the ratio (expressed

as  a  percentage), of Salary Reduction Contributions on behalf of  the

Eligible  Participant  for the Plan Year to the Eligible  Participant's

Compensation for the Plan Year.



      (b)   "Average Actual Deferral Percentage" shall mean the average

(expressed as a percentage) of the Actual Deferral Percentages  of  the

Eligible Participants in a group.



      (c)   "Eligible  Participant" shall  mean  any  Employee  of  the

Employer  who is otherwise authorized under the terms of  the  Plan  to

have  Salary Reduction Contributions allocated to his account  for  the

Plan Year.



      Section 4.12.  Special Rules.  (a)  For purposes of Section  4.10

and succeeding subsections in Section 4, the Actual Deferral Percentage

for  any Eligible Participant who is a Highly Compensated Employee  for

the   Plan   Year  and  who  is  eligible  to  have  Salary   Reduction

Contributions  allocated to his account under  two  or  more  plans  or

arrangements  described  in  Section  401(k)  of  the  Code  that   are

maintained  by  the  Employer  or  an  Affiliated  Employer  shall   be

determined  as  if  all such Salary Reduction Contributions  were  made

under a single arrangement.



     (b)  For purposes of determining the Actual Deferral Percentage of

a  Participant  who  is  a  Highly  Compensated  Employee,  the  Salary

Reduction  Contributions  and Compensation of  such  Participant  shall

include  the Salary Reduction Contributions and Compensation of  Family

Members  to the extent required by Section 401(k) of the Code  and  the

regulations thereunder.



      (c)   The  determination and treatment of  the  Salary  Reduction

Contributions  and Actual Deferral Percentage of any Participant  shall

satisfy  such other requirements as may be prescribed by the  Secretary

of the Treasury.



            Section  4.13.   Distribution  of  Excess  Deferrals.   (a)

Notwithstanding  any  other  provision of  the  Plan,  Excess  Deferral

Amounts and income allocable thereto shall be distributed no later than

April  15, 1988, and each April 15 thereafter to Participants who claim

such Allocable Excess Deferral Amounts for the preceding calendar year.



      (b)   For purposes of this Section "Excess Deferral Amount" shall

mean  the amount of Salary Reduction Contributions for a calendar  year

that  the  Participant  allocates to this Plan pursuant  to  the  claim

procedure set forth in (c) below.



      (c)   The  Participant's  claim shall be  in  writing,  shall  be

submitted  to  the  Plan Administrator no later  than  March  1;  shall

specify  the  Participant's Excess Deferral Amount  for  the  preceding

calendar  year;  and shall be accompanied by the Participant's  written

statement  that  if  such  amounts are  not  distributed,  such  Excess

Deferral  Amount, when added to amounts deferred under other  plans  or

arrangements  described in Sections 401(k), 408(k)  or  403(b)  of  the

Code, exceeds the limit imposed on the Participant by Section 402(g) of

the Code for the year in which the deferral occurred.



      (d)   Maximum  Distribution Amount.  The Excess  Deferral  Amount

distributed to a Participant with respect to a calendar year  shall  be

adjusted  for  income and, if there is a loss allocable to  the  Excess

Deferral,  shall  in  no  event  be  less  than  the  lesser   of   the

Participant's  account  under  the Plan  or  the  Participant's  Salary

Reduction Contributions for the Plan Year.



           Section  4.14.   Distribution of Excess Contributions.   (a)

Notwithstanding  any other provision of the Plan, Excess  Contributions

and  income  allocable thereto shall be distributed no later  than  the

last  day  of  each  Plan Year beginning after December  31,  1987,  to

Participants  on whose behalf such Excess Contributions were  made  for

the preceding Plan Year.



      (b)   Excess  Contributions.   For purposes  of  this  amendment,

"Excess  Contributions"  shall mean the  amount  described  in  Section

401(k)(8)(B) of the Code.



      (c)   Determination  of Income.  The income allocable  to  Excess

Contributions  shall be determined by multiplying income  allocable  to

the Participant's Salary Reduction Contributions for the Plan Year by a

fraction,  the numerator of which is the Excess Contribution on  behalf

of  the Participant for the preceding Plan Year and the denominator  of

which is the sum of the Participant's account balances attributable  to

Salary  Reduction Contributions on the last day of the  preceding  Plan

Year.



      (d)  Maximum Distribution Amount.  The Excess Contributions which

would otherwise be distributed to the Participant shall be adjusted for

income; shall be reduced, in accordance with regulations, by the amount

of  Excess Deferrals distributed to the Participant; shall, if there is

a  loss allocable to the Excess Contributions, in no event be less than

the  lesser  of  the  Participant's  account  under  the  Plan  or  the

Participant's Salary Reduction Contributions for the Plan Year.



      (e)   Accounting  for Excess Contributions.  Amounts  distributed

under  this Section 4 shall first be treated as distributions from  the

Participant's Salary Reduction Account.



           Section  4.15.   Aggregate Rule.  The  tests  referenced  in

Section 4.6 and 4.10 shall each be applied independently.  If the tests

specified in Section 4.6(b) and 4.10(b)(ii) are used, then the  sum  of

the  Average  Contribution Percentages and Average Deferral Percentages

of Highly Compensated Employees may not exceed the sum of

                      1)    1.25  times  the  greater  of  the  Average
               Contribution Percentages or Average Deferral Percentages
               of all other eligible Employees, and

                    2)   the lesser of such Average Deferral Percentage
               and  Average Contribution Percentage times two  or  plus
               two, whichever is less.
               


      If  the limitation described immediately above is exceeded,  then

the  tests described in Section 4.6 and 4.10 must be applied  by  using

only  the  test of Section 4.6(a) or Section 4.10(b)(i).  If such  test

cannot  be met then the reduction methods described in Section 4  shall

be applied.



                               ARTICLE 5
                        EMPLOYER CONTRIBUTIONS
                                   
                                   
           Section 5.1.  Amount of Contributions.  (a)  Subject to  the

limitations set forth in subsection (c) and Section 5.2, each  Employer

shall  contribute on the last day of each calendar month or as  shortly

thereafter  as possible, for and on account of each Active  Participant

employed  by such Employer on the last day of each calendar  month,  an

amount  which  shall  be determined by the Board of  Directors  of  the

Company  and which shall, in no event, be less than 20% of  the  amount

contributed  during  the month by such Active Participant  pursuant  to

Sections  4.1(a)  and/or  4.1(b) up to 6% of the  Active  Participant's

compensation.   Notwithstanding  the  foregoing,  contributions  by  an

Employer  shall  be  delivered no later than the  due  date,  including

extensions,  for  the  Employer's federal income tax  return  for  such

fiscal  year.   Employer contributions made pursuant to this  paragraph

(a)  shall  be  allocated  to  the  Employer  account  of  each  Active

Participant.



           (b)  Subject to the limitations set forth in subsection  (c)

and  Section 5.2, each Employer may make an additional contribution  at

the  end  of each fiscal year of the Employer in an amount equal  to  a

percentage,  determined by the Board of Directors of  the  Company,  of

each  Active  Participant's contributions made to the Plan  during  the

Employer's fiscal year pursuant to Sections 4.1(a) and/or 4.1(b) up  to

6%  of  each  Active  Participant's Compensation.   Contributions  made

pursuant  to  this  paragraph (b) shall be allocated  to  the  Employer

account  of each Active Participant who was employed by an Employer  on

the  last  day  of the Employer's fiscal year.  Employer  contributions

made  pursuant  to this Section shall be delivered to  the  Trustee  no

later  than  the  due  date,  including  extensions  thereof,  for  the

Employer's federal income tax return for such fiscal year.

                     (1)  Notwithstanding the preceding paragraphs, all
               or  any portion of the Employer Contribution, made under
               subparagraphs (a) or (b) of this Section 5.1, which will
               be applied to the IMC Global Inc. Stock Fund may be made
               in shares of IMC Global Inc. Common Stock.  For purposes
               of  determining the amount of any contribution  made  in
               IMC  Global Inc. Common Stock, such stock shall  have  a
               value  equal  to  the average of the closing  prices  of
               Company  Stock on the composite tape of New  York  Stock
               Exchange  issues for the last twenty (20)  trading  days
               prior  to  the  date the shares are transferred  to  the
               Trustee.

                    (2)  An Employer may decline to make a contribution
               on  behalf  of  a  Participant  if  it  or  the  Company
               determines  that  such contribution  may  result  in  an
               excess   contribution  under  Section  5.2  or  may   be
               discriminatory  within the meaning of Section  401(a)(4)
               of the Code.

                     (3)  All Employer contributions are nonforfeitable
               when made.
               


           Section  5.2.  Statutory Limitations on Contributions.   (a)

Definition  of  Annual Additions.  For purposes of  the  Plan,  "Annual

Addition"  shall  mean the amount allocated to a Participant's  account

during the Limitation Year which constitutes:

               (i)  Employer Contributions.

              (ii)  Employee Contributions.

             (iii)  Forfeitures, and

               (iv)    Amounts  described  in  Sections  415(1)(1)  and
          419(A)(d)(2) of the Code.
          


      (b)   Maximum Annual Addition.  The maximum 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:

               (i)  the Defined Contribution Dollar Limitation, or

               (ii)   25  percent  of  the Participant's  Compensation,
          within  the meaning of Section 415(c)(3) of the Code for  the
          Limitation Year
          
and the sum of c) and d) below shall not exceed 1.

      (c)   The aggregate annual additions as of the close of such Plan

Year  to  the  Participant's Plan Account  and  in  all  other  defined

contribution plans maintained by his Employer divided by the lesser of

                (i)   125% of the aggregate maximum dollar amount which
          under  Section  415(c)(1)(A) of the  Code  (as  adjusted  for
          increases  in  the  cost of living  in       accordance  with
          Treasury  Regulations) could have been contributed on  behalf
          of  the Participant to a defined contribution plan for all of
          the Participant's years of Service, and

                (ii)    35%  of  the  aggregate  of  the  Participant's
          Compensation for all of the Participant's years of Service.
          


      (d)   The  aggregate projected annual benefit of the  Participant

under  all defined benefit plans maintained by his Employer (determined

as of the close of such Plan Year) divided by the lesser of

                (i)  125% of the maximum dollar limitation contained in
          Section  415(b)(1)(A) of the Code (as adjusted for  increases
          in   the   cost   of  living  in  accordance  with   Treasury
          Regulations), and

                (ii)    140%   of  the  average  of  the  Participant's
          Compensation for the three consecutive calendar years of  his
          participation in such defined benefit plans during which  his
          Compensation was the highest.
          


      (e)   Special Rules.  The Compensation limitation referred to  in

this Section 5.2 shall not apply to:

                (i)  Any contribution for medical benefits (within  the
          meaning  of  Section 419A(f)(2) of the Code) after separation
          from  Service   which  is  otherwise  treated  as  an  Annual
          Addition, or

               (ii)  Any amount otherwise treated as an Annual Addition
          under Section 415(1)(1) of the Code.
          


      (f)   Definitions.   For purposes of this Section  5.2,  "Defined

Contribution Dollar Limitation" shall mean $30,000 or, if greater, one-

fourth  of  the defined benefit dollar limitation set forth in  Section

415(b)(1) of the Code as in effect for the Limitation Year.

      The  term  "his  Employer"  shall include  all  corporations  and

unincorporated  businesses which are members  of  the  same  controlled

group  of corporations under Section 414(b) of the Code or under common

control under Section 414(c) of the Code, as the case may be, with  the

Participant's  Employer and for this purpose more than 50%  control  as

referenced  in  Section  415(h) of the Code  shall  apply.   The  terms

"defined  contribution plan" and "defined benefit plan" shall have  the

meanings  set  forth  in  Section 415 of the  Code.   Salary  reduction

contributions shall be treated as Employer Contributions.



      (g)   If the limitations set forth in the first clause of Section

5.2(b) above would be exceeded by an Employer's contributions on behalf

of  a  Participant, first Employee contributions which are included  in

the  annual additions described in 5.2(a) above will be refunded to the

extent of such excess.  If, after application of the foregoing rule, as

a  result  of  the  allocation of forfeitures, a  reasonable  error  in

estimating  a Participant's annual Compensation, or under  other  facts

and  circumstances, the annual additions to a Participant's Account  in

fact  exceed either of the limitations described in 5.2(b) for  a  Plan

Year,  the  excess amount shall be deposited in a suspense account  for

such  Plan  Year.  Such suspense account shall remain invested  in  the

Money  Market Fund and shall be allocated during succeeding Plan  Years

among  the  Participant's Accounts until the amount  in  such  suspense

account  is  exhausted.  If, during a Plan Year more than one  suspense

account created pursuant to this Section shall exist, allocation of the

amounts  contained in such accounts shall be allocated in the order  of

the  Plan  Years to which such accounts relate.  Such excess amount  or

amounts shall be used to reduce Employer  Contributions under Article 5

for  the  next  Limitation Year (and succeeding  Limitation  Years,  if

necessary)  for all of the remaining Participants in the Plan.  If  the

limitation  in  the second clause of Section 5.2(b)  is  exceeded,  the

benefit  under  the  defined benefit plans shall be reduced  until  the

requirements of the second clause are satisfied.



           Section 5.3.  Limitation Year.  For purposes of Section 5.2,

"Limitation Year" shall mean the Plan Year.



                           ARTICLE 6
                TRUST AND INVESTMENT PROVISIONS


           Section  6.1.   Trustee.  A Trust shall be  created  by  the

execution  of a trust agreement between the Employers and the  Trustee.

All Employer and Employee contributions under the Plan shall be paid to

the  Trustee, and the Trustee shall have responsibility for the custody

and  investment thereof in accordance with the provisions of the  Trust

agreement.  The Trustee shall make distributions from the Trust Fund at

such  time  or times, to such person or persons and in such amounts  as

the manager shall direct in writing.

      The  Company shall have the sole right to determine the form  and

terms  of the Trust agreement, to amend such agreement at any time  and

from  time  to time, and to remove any Trustee or Trustees  and  select

their successors.

      Trust  assets shall be valued at least annually at the  close  of

each Plan Year.



           Section 6.2.  Investment of Contributions.  Each Participant

shall,  by  written  direction to the Administrator,  direct  that  his

contributions  together  with all Employer Contributions  made  on  his

behalf   be  invested  by the Trustee either entirely  in  one  of  the

following funds or in increments of no less than 25% to any combination

of up to four of the following funds.



     (a)  An Equity Fund which at the discretion of the Committee shall

be invested in mutual fund or similar investment vehicle which consists

substantially of securities comprising the Standard Poors 500  intended

to produce reasonable income.



     (b)  A Bond Fund which at the discretion of the Committee shall be

invested  in a mutual fund or similar investment vehicle which consists

substantially  of investments in marketable corporate debt  securities,

U.S. Government securities, mortgage related securities and other asset-

booked securities intended to preserve capital.



      (c)   An IMC Global Inc. Stock Fund which, within the limitations

set  forth from time to time in the Trust agreement, shall be  invested

solely in common stock of the Company.

      The Trustee shall furnish to each Participant who has dollars  in

the  IMC Global Inc. Stock Fund allocated to his Accounts in accordance

with  Section  7.2, notice of the date and purpose of each  meeting  of

shareholders of the Company, of which the Trustee has notice, at  which

shares  of  stock of the Company are entitled to be voted  and  request

from  each  such  Participant instructions to  be  transmitted  to  the

Trustee  as to the voting at such meeting of the number  of  shares  of

stock of the Company equivalent to the total value of the units in  the

Participant's Accounts in the IMC Global Inc. Stock Fund divided by the

closing price of Company stock on the Valuation Date which precedes the

date of the meeting by 45 days.

      If  the  Participant furnishes such instructions to  the  Trustee

within the time specified by him in the notification given to him,  the

Trustee  shall  vote such shares of stock in the Company in  accordance

with the instructions of the Participant.  If the Participant fails  to

furnish  such instructions within such specified time, then the Trustee

shall not vote those shares.

      Similarly the Trustee shall furnish to each Participant  who  has

dollars in the IMC Global Inc. Stock Fund allocated to his Accounts  in

accordance  with  Section 7.2, notice of any tender  offer  for,  or  a

request  or  invitation for tenders of shares of stock in the  Company,

made  to the Trustee, shall request that each such Participant transmit

to  the Trustee instructions as to the tendering of shares of stock  of

the  Company  equivalent  to  the total  value  of  the  units  in  the

Participant's Accounts in the IMC Global Inc. Stock Fund divided by the

closing price of Company stock on the Valuation Date which precedes the

date  of  the  notice of tender offer by 45 days.   The  Trustee  shall

tender or not tender such shares of stock of the Company as to which he

has  received instructions according to such instructions and shall not

tender  such  shares  of such stock as to which  he  has  not  received

instructions.   Notwithstanding  the  provisions  of  Section  6.3,   a

Participant   who  instructs  the  Trustee  to  tender   shares   shall

simultaneously  select  another Fund in which  the  proceeds  from  the

tendering  of  shares shall be used to purchase units of participation,

in  the event that the tender offer is successful.  Any instructions as

to voting received from Participants shall be held in confidence by the

Trustee  and shall not be divulged to the Company or to any officer  or

Employee  thereof  or  to  any other person.  Any  instructions  as  to

tendering  received  from  Participants  shall  likewise  be  held   in

confidence  by  the  Trustee and shall only be  divulged  to  the  Plan

Administrator  or  his  delegate and only to the  extent  required  for

record-keeping of a Participant's Account as to the appropriate  number

of  units  for  the  appropriate Fund.  The Plan Administrator  or  his

delegate  shall not divulge to any officer, Employee, or other  Company

representative  the  identity  of  any  Participant  relative  to   the

instructions such Participant gave to the Trustee for tendering or  not

tendering.

     The Trustee shall vote or tender all combined fractional shares of

Company  stock  to  the extent possible in the same proportion  as  the

shares which have been voted or tendered by each Participant.



      (d)  A Fixed Income Fund under which the funds shall be entrusted

to  one or more insurance companies or banks, and/or to a portfolio  of

guaranteed   insurance   contracts  or   other   capital   preservation

investments of different maturities and interest rates in which a group

of  retirement  or savings plans may participate, to be chosen  at  the

sole  discretion  of the Committee, which companies  and/or  banks,  as

applicable, pursuant to a contract or contracts or other arrangement to

be  approved by the Committee, will invest the funds according  to  its

sole  discretion at fixed or floating rate of interest on the  invested

funds.



      (e)  A Money Market Fund under which the funds shall be entrusted

to  an  insurance company or an investment company to be chosen at  the

sole discretion of the Committee, which company, pursuant to a contract

or  in  accordance  with a prospectus approved by the  Committee,  will

invest  the  funds  in short-term United States government  and  agency

obligations, bank certificates of deposit and bankers' acceptances, and

high quality corporate obligations.



      (f)  A Balanced Fund which shall be invested at the discretion of

the  Committee, in a mutual fund and other investment vehicle providing

an investment mix.



      (g)  A Growth Equity Fund to be invested at the discretion of the

Committee  in  a  mutual  fund or funds and other  investment  vehicles

providing an investment mix.



           Section  6.3.   Limitations on Investment  Directions.   (a)

Notwithstanding  anything  else in this Section  or  the  Plan  to  the

contrary,  no  Participant who is an officer of the  Company  shall  be

permitted  to direct contributions of any kind to the IMC  Global  Inc.

Stock  Fund  at  any  time.   For purposes of  this  Section  the  term

"officer" shall have the meaning so designated for purposes of  Section

16(a)  of  the  Securities and Exchange Act of 1934  and  rules  issued

pursuant to such Act.



      (b)  No contributions may be directed under Section 6.2 where the

instructions  (1) would violate the provisions of the Plan,  (2)  would

cause a Plan fiduciary to maintain the indicia of ownership of any Plan

assets  outside the jurisdiction of the United States District  Courts,

(3)  would jeopardize the Plan's tax qualified status, (4) could  bring

about a loss in excess of a Participant's account balance, or (5) would

result  in a direct or indirect acquisition, sale or lease of  property

between  a  Participant and the Company or a Company  affiliate,  or  a

direct or indirect loan to the Company or a Company affiliate.



          Section 6.4.  Change in Investment Direction.  Once given, an

investment  direction  may  not be withdrawn  or  rescinded  except  as

provided  in  this  Section,  and any such investment  direction  shall

continue  in  effect  until  changed  pursuant  to  this  Section.    A

Participant  may  elect  to  change  his  investment  direction  and/or

transfer  as of January 1, April 1, July 1 and October 1, his  existing

account  balances  in  any  fund or funds  to  any  other  fund  or  in

increments  of  no  less  than  25% of  such  account  balances  and/or

contributions  to  any  combination up to four funds  so  long  as  the

aggregate  amount  so  transferred or directed  is  transferred  to  or

directed  to  no  more than one fund or in increments  of  25%  to  any

combination up to four funds.   Notwithstanding the foregoing sentences

relating to change of investment direction, a Participant having  funds

invested in the Fixed Income Fund may change investment direction  from

that  Fund  to another fund cited in this Section only if no more  than

20%  of the total value of the applicable guaranteed insurance contract

in  the  Fixed  Income Fund on December 31st of the  previous  year  is

transferred to other funds.  If such total of all funds transferred out

of  the  applicable guaranteed insurance contract in the  Fixed  Income

Fund  exceeds 20%, then the sub-account each Participant has  opted  to

transfer  to another fund from his Fixed Income Fund sub-accounts  will

be  reduced on a pro rata basis until the amount transferred  from  the

guaranteed  income  contract reaches 20% of the  total  value  of  that

guaranteed  income contract as at December 31st of such previous  year.

The  Administrator  will  notify  Participants  of  any  reduction   in

transfers  from  the  Fixed Income Fund as  soon  as  possible  in  the

applicable year.

      Notwithstanding any other provision of this Section  6.4  or  the

Plan  to  the contrary, effective July 1, 1991 no transfer of  existing

account balances shall be permitted by a Participant between the  Fixed

Income  Fund and the Bond Fund or the Money Market Fund or between  the

Bond  Fund  or the Money Market Fund and the Fixed Income Fund  on  any

January 1, April 1, July 1, or October 1.  Written notice of any change

in  investment direction shall be given at least thirty (30) days prior

to  the  effective date of any such change to the Administrator in  the

form  prescribed by the Administrator.  Notwithstanding the  foregoing,

the  Committee  may,  at  any  time there is  no  current  registration

statement  filed  with the Securities and Exchange  Commission  and  in

effect,  suspend  by  notification to the  Participants  the  right  of

Participants  to  direct  that their contributions  together  with  all

Employer  Contributions made on their behalf be  invested  in  the  IMC

Global  Inc.  Stock  Fund.  In the event of any  such  suspension,  the

Committee  may  in  its  sole discretion select  a  date  as  of  which

Participants may direct that their contributions together with Employer

Contributions made on their behalf be invested in the IMC  Global  Inc.

Stock Fund.



           Section  6.5.  Investment Income.  The income of  each  fund

shall  be  added  to  such  fund and the fund  shall  be  invested  and

reinvested without distinction between principal and income.



           Section  6.6.  Expenses of Funds.  All charges and  expenses

incurred in connection with the purchase and sale of investments for  a

fund shall be charged to such fund.



          Section 6.7.  Investment Manager.  The Company may appoint an

individual, or individuals, firm or corporation, which shall  be  known

as  the  Investment Manager or Investment Managers, and  which  may  be

responsible,  within the limitations set forth in the trust  agreement,

for  selecting the investments to be made for one or more of the  Stock

Fund, the Bond Fund, the Fixed Income Fund, the Money Market Fund,  the

Balanced Fund and the Growth Equity Fund.  The Investment Manager for a

fund may either direct the Trustee to make sales or investments or make

sales and investments with respect to such funds and direct the Trustee

to take all necessary action to complete such sales and investments.

      Upon appointment or as soon as practicable after appointment, the

Company and each Investment Manager it has appointed shall enter into a

written  agreement, which agreement shall include the  following  terms

and conditions:



      (a)   The  Company  shall have the right, at any  time,  with  or

without  cause,  to  remove  the Investment  Manager.   The  Investment

Manager  may  resign  and  such resignation  shall  be  effective  upon

delivery   of  a  written  resignation  to  the  Company.    Upon   the

resignation,  removal or failure or inability for  any  reason  of  the

Investment  Manager  to  act  hereunder,  the  Company  may  appoint  a

successor.   All successor Investment Managers shall have  all  of  the

rights and privileges and all of the duties of their predecessors,  but

shall not be held accountable for the acts of their predecessors.



      (b)   An Investment Manager shall discharge his duties (i) solely

in  the  interest  of  Participants and  Beneficiaries,  (ii)  for  the

exclusive  purpose  of  providing benefits to  Participants  and  their

Beneficiaries and of defraying reasonable expenses of administering the

Plan, and (iii) with the care, skill, prudence, and diligence under the

circumstances  then  prevailing that a prudent man  acting  in  a  like

capacity and familiar with such matters would use in the conduct of  an

enterprise of a like character and with like aims.



      (c)   The Investment Manager shall maintain accurate and detailed

records of all investment directions given to the Trustee, and of sales

and  investments  made by the Investment Manager  with  regard  to  the

funds,  which shall be available at all reasonable times for inspection

by  any  person  designated  by  the Committee  or  the  Company.   The

Investment  Manager, at the direction of the Committee or the  Company,

shall  submit  to  the  Committee, to the  Company,  to  the  Company's

auditors  and  to others designated by the Committee, such  reports  or

other information as they may reasonably require.

     In the event that an Investment Manager has not been appointed for

any one or more of the Stock Fund, the Bond Fund, the Guaranteed Income

Fund,  the  Money Market Fund, the Growth Equity Fund or  the  Balanced

Fund,   the  Committee  shall  direct  the  Trustee  with  respect   to

investments  for  any such fund until an Investment  Manager  has  been

appointed for such fund.



                           ARTICLE 7
                   PARTICIPANTS' PLAN ACCOUNT


           Section  7.1.  Plan Account and Vesting.  Plan Participants'

Accounts  were measured in Units of participation under the Predecessor

Plan  and under this Plan.  Effective April 1, 1989 Participants'  Plan

Accounts are measured in dollars and Article 7 is amended as follows:





     (a)  Plan Account.  The Committee shall establish and maintain, or

shall cause to be established and maintained by such agent or agents as

it shall select for this purpose, the following accounts:

          (1)   Employer Account.  This account shall reflect the value
          (in  dollars)  of  the  Employer  Account  described  in  the
          Predecessor  Plan  Statement; of all  Employer  Contributions
          made  pursuant to Section 5.1, and of contributions described
          in  Section  7.8 (pertaining to assets from the IMC  Chemical
          Group  Plan);  all investment earnings, gains,  expenses  and
          losses  (realized  and unrealized), and  the  amount  of  any
          withdrawals and distributions from the account.

          (2)   Employee Account.  This account shall reflect the value
          (in  dollars)  of  the  Employee Account  described   in  the
          Predecessor Plan Statement and contributions made pursuant to
          Section  4.1(a) of the Plan, the investment earnings,  gains,
          expenses and losses (realized and unrealized), and the amount
          of withdrawals and distributions from this account.

          (3)   Salary  Reduction Account.  This account shall  reflect
          the   value  (in  dollars)  of  amounts  described   in   the
          Predecessor  Plan  Statement and  amounts  contributed  under
          Section  4.1(b),  investment earnings,  gains,  expenses  and
          losses  (realized  and unrealized), and  the  amount  of  any
          withdrawals and distributions from the account.

          (4)   Rollover Account.  This account shall reflect the value
          (in  dollars)  of  amounts  contributed  under  Section  4.5,
          investment earnings, gains, expenses and losses (realized and
          unrealized),   and   the  amount  of   any   withdrawals   or
          distributions from the account.
          


      Each of the foregoing accounts shall be composed of a Stock  Fund

Sub-Account,  a Bond Fund Sub-Account, a Fixed Income Fund Sub-Account,

a  Money  Market Fund Sub-Account, an IMC Global Inc. Stock  Fund  Sub-

Account,  a  Balanced Fund Sub-Account and a Growth  Equity  Fund  Sub-

Account.  Such Accounts and Sub-Accounts shall be solely for accounting

purposes,  and  there shall be no segregation of assets  of  the  funds

among  separate  accounts.  The books of account, form  and  accounting

methods  used in the administration of Participants' accounts shall  be

the sole responsibility of, and shall be subject to the supervision and

control of, the Committee.



      (b)   Vesting.   Participants shall have  a  full  and  immediate

nonforfeitable interest in the value of their accounts.



           Section 7.2.  Dollars.  (a)  The interest of Participants in

the  funds  shall be measured by dollars in the particular  fund,  with

gain  or loss determined as of each Valuation Date as provided  in  the

succeeding  subsections.  Each dollar shall have  an  equal  beneficial

interest  in the fund, and none shall have priority or preference  over

any other.



      (b)   One  dollar is allocated to the Employer Account maintained

for  each  Participant for each dollar paid to the trust on  behalf  of

such Participant by an Employer prior to the first Valuation Date,  and

one  dollar  is allocated to the Employee Account maintained  for  each

Participant  for each dollar paid to the trust by such  Participant  by

means  of payroll deductions pursuant to Article 4 prior to such  date.

Dollars so allocated to accounts are allocated to the appropriate  sub-

accounts  comprising such accounts in accordance with the Participants'

directions made pursuant to Section 6.2.  As soon as practicable  after

the first Valuation Date, the Trustee determined the value of each fund

as  of such Valuation Date in the manner prescribed in Section 7.4, and

the  gain  or  loss  so determined is divided by the  total  number  of

dollars  allocated  to  the  accounts and  sub-accounts  of  such  fund

maintained for Participants in accordance with the preceding  sentence.

The resulting quotient is the value of a dollar in such fund as of such

Valuation Date and constitutes the initial gain or loss of a dollar  in

such  fund.   Fractional  dollars shall be calculated  to  six  decimal

places.  Employer Contributions due but not received by the Trustee  on

a  Valuation  Date  shall  not be taken into account  for  purposes  of

determining the gain or loss of dollars under this subsection.



      (c)  If a Participant's interest in a fund or any part thereof is

distributed,  withdrawn or transferred to an interest account  pursuant

to  Article  8  of  the Plan, the number of dollars  representing  such

interest  or portion thereof as of the applicable Valuation Date  shall

be  cancelled for purposes of any subsequent determination of the  gain

or loss of dollars in such fund.



           Section 7.3.  Valuation of Funds.  The value of a fund as of

any  Valuation  Date  shall  be the fair market  value  of  all  assets

(including any uninvested cash) held by the fund as determined  by  the

Trustee  on the basis of such evidence and information as it  may  deem

pertinent   and  reliable,  reduced  by  the  amount  of  any   accrued

liabilities  of  the  fund  on  such  Valuation  Date.   The  Trustee's

determination of fair market value shall be binding and conclusive upon

all  parties.   Employer  Contributions due but  not  received  by  the

Trustee  on a Valuation Date shall not be taken into account in valuing

the  fund.   Salary reduction contributions pursuant to Section  4.1(b)

which  have been withheld from Active Participants' Compensation  which

have  not  been received by the Trustee on a Valuation Date and  which,

when  received, would be part of the assets of the fund, shall be taken

into account in valuing the fund.



           Section  7.4.   Valuation  of  Fund  Sub-Accounts  as  of  a

Valuation Date.  The value of a Participant's fund sub-accounts  as  of

any  Valuation Date shall be the dollars allocated or allocable to each

such   sub-account  as  of  such  Valuation  Date  plus  any   Employer

Contribution payable on his behalf with respect to a period  ending  on

or  prior to the Valuation Date but not yet paid to the Trustee on such

Valuation  Date, and which, when paid, would be allocable to such  fund

sub-accounts.



           Section 7.5.  Valuation of Fund Sub-Accounts on Other Than a

Valuation Date.  The value of a Participant's fund sub-accounts  as  of

any  given  date  other  than  a Valuation  Date  shall  be  the  value

determined pursuant to Section 7.3 of said accounts on either the  most

recent  Valuation Date or the next occurring Valuation Date,  whichever

is closest to the date as of which such a value is required.  Effective

July  1, 1988 the value of a Participant's fund sub-accounts as of  any

given  date  other than a Valuation Date shall be the value  determined

pursuant  to  Section  7.2  of  said accounts  on  the  next  occurring

Valuation Date.



           Section  7.6.   Value  of Plan Accounts.   The  value  of  a

Participant's Plan Account as of any Valuation Date shall be the sum of

the values of the sub-accounts comprising the Participant's accounts as

described in Section 7.1(a).



          Section 7.7.  Committee to Furnish Annual Statements of Value

of  Plan  Accounts.   The  Committee shall, not  less  frequently  than

annually,  deliver  to each Participant a statement setting  forth  the

account balances of such Participant.



           Section  7.8.   Transfers  from Hourly  Savings  and  Profit

Sharing  Plans.  (a)  Transfer from Hourly Plan to this Plan:   Account

Credits.  Whenever a participant in any savings or profit sharing  plan

for hourly employees of the Company (the "Hourly Plan") ceases pursuant

to  the terms of the Hourly Plan to be an eligible employees, and he is

not  entitled,  under  the  terms of the  Hourly  Plan,  to  receive  a

distribution  thereunder, but he thereafter becomes  eligible  to,  and

elects  to  become, a Participant in this Plan, then such  Hourly  Plan

shall be transferred on or after March 1, 1988, to the Trustee of  this

Plan  to be held, invested, reinvested and distributed pursuant to  the

terms of the Plan and the Trust, and, as of the date of the transfer of

any such Participant's interest in the Hourly Plan,

          (1)   there shall be credited to the Employee Account of such
          Participant  that portion of his interest in the Hourly  Plan
          which is transferred to the Trustee and which represents  the
          Participant's contribution to the Hourly Plan,

          (2)   there shall be credited to the Employer Account of such
          Participant  that portion of his interest in the Hourly  Plan
          which is transferred to the Trustee and which represents  the
          Employer's contributions to the Hourly Plan, if any, made  on
          his behalf, and

          (3)   there shall be credited to the Salary Reduction Account
          of  such  Participant  that portion of his  interest  in  the
          Hourly  Plan  which is transferred to the Trustee  and  which
          represents  salary reduction contributions, if  any,  to  the
          Hourly Plan.
          


Any  amounts  credited  to a Participant's Employee  Account,  Employer

Account,  or  Salary  Reduction Account shall be applied  by  crediting

dollars  to such account, the dollars credited to the Employee  Account

to  be  credited in accordance with the interest direction made by  the

Participant  upon  his election to participate  in  this  Plan  to  the

appropriate sub-accounts of such account.



       (b)    Transfer  of  Loan  Account  Balances.   Any  outstanding

balance(s) owed by a Participant for loan(s) granted to the Participant

under  the  Hourly  Plan  shall be transferred  concurrently  with  the

crediting  of his interest to the Plan as described at Section  7.8(a).

All  accounting  of the loan(s) as assets of the Hourly  Plan  account,

applicable amortization, interest on the balance outstanding, repayment

credits  and promissory note shall concurrently be transferred  to  the

Plan  Account established for the Participant, to preclude any  default

under  or  distribution  by  the  Hourly  Plan.   The  promissory  note

evidencing any such loan, and all other documents evidencing  any  loan

under  the  Hourly  Plan,  shall  be concurrently  transferred  to  the

Participant's Account under the Plan.



      (c)   Distribution Under the Plan.  Notwithstanding any provision

of the Hourly Plan to the contrary, upon a Participant's termination of

employment, whole a Participant under this Plan, his total interest  in

the  Plan, including any amount transferred from the Hourly Plan, shall

be  distributed pursuant to the provisions of Article 8 of  this  Plan,

unless  distribution pursuant to the corresponding  provisions  of  the

Hourly  Plan  is  necessary  to  preserve the  Participant's  protected

benefits under Section 411(d)(6) of the Code.



      (d)   Transfer  from this Plan to Hourly Plan:  Account  Credits.

Whenever a Participant in the Plan ceases pursuant to its terms  to  be

an  eligible employee, and he is not entitled, under the terms  of  the

Plan,  to  receive a distribution hereunder, but he thereafter  becomes

eligible to and elects to become a Participant in an Hourly Plan,  then

his  interest hereunder shall be transferred on or after March 1, 1988,

to  the Trustee of the Hourly Plan to be held, invested, reinvested and

distributed pursuant to the terms of the Hourly Plan and its trust, and

as  of  the date of the transfer of any such Participant's interest  in

this Plan,

          (1)   there shall be credited to the Employee Account of  the
          Participant that portion of his interest in the Plan which is
          transferred to the Hourly Plan's trustee and which represents
          the Participant's contribution to this Plan,

          (2)   there shall be credited to the Employer Account of  the
          Participant that portion of his interest in this  Plan  which
          is  transferred  to  the  Hourly  Plan's  trustee  and  which
          represents the Employer's contributions to this Plan, if any,
          made on his behalf, and

          (3)   there shall be credited to the Salary Reduction Account
          of the Participant that portion of his interest in this Plan
          


which  is  transferred to the Hourly Plan trustee and which  represents

salary reduction contributions, if any, to this Plan.



                               ARTICLE 8
                  WITHDRAWALS, DISTRIBUTION AND LOANS
                                   
                                   
           Section  8.1.   Withdrawal  of  Employee  Payroll  Deduction

Contributions.   As  of  any  given date, a Participant  may  elect  to

withdraw not less than 50% of the value as of such date of the value of

his Employee Account.  Such an election shall be made by giving written

notice, specifying the requested date of withdrawal and the portion  of

the  amount  withdrawn  to be paid from each of the  fund  sub-accounts

comprising   the   Participant's  Employee   Account,   to   the   Plan

Administrator in the form prescribed by the Plan Administrator at least

30  days  prior to such date.  The value of the Participant's  Employee

Account  as  of  the requested date of withdrawal shall  be  determined

pursuant  to  Section 7.4 or Section 7.5, whichever is  applicable.   A

Participant  who  makes such a withdrawal shall be ineligible  to  make

further contributions under the Plan either by payroll deduction or  by

salary  reduction until the Valuation Date which is at least  one  year

subsequent to the date of such withdrawal.



           Section  8.2.   (a)  Hardship Withdrawal from  Employer  and

Employee  Accounts.   As  of any given date a Participant  may  make  a

request to withdraw a portion of the combined value of his Employer and

Employee;  provided, however, that if the amount of such withdrawal  is

less  than such combined value, such amount shall be applied  first  to

reduce the value of his Employee Account and then his Employer Account.

Such request shall be made in writing, specifying the requested date of

withdrawal (which shall be not less than 30 days nor more than 60  days

after  the  date  of  such request) and the portion of  such  requested

amount  to  be  paid from each of the fund sub-accounts comprising  the

Participant's Employee and Employer Accounts, to the Administrator on a

form  prescribed  by  him.  The value of a Participant's  Employee  and

Employer  Accounts  and  of the sub-accounts comprising  such  Accounts

shall  be  determined  pursuant  to  Sections  7.4,  7.5  and  7.6   as

applicable.   The  Committee  shall not approve  any  such  application

unless  it  is  satisfied  based  on  the  application  and  supporting

documentation that to deny the application would create a hardship  for

the  Participant.  For purposes of this Section 8.2(a)  only,  hardship

shall be limited to the following situations:

          (1)   heavy  and immediate financial obligations incurred  by
          the Participant on account of sickness, accident or death  of
          his  spouse or dependents, or on account of the Participant's
          sickness or accident, which the Participant is unable to  pay
          for from any other source reasonably available to him;

          (2)  inability to purchase or finance out of any other source
          reasonably available to the Participant a principal residence
          for the Participant;

          (3)   inability to pay for or finance out of any other source
          reasonably  available to the Participant the  cost  of  post-
          secondary  education  for  the  Participant,  his  spouse  or
          dependents;

          (4)   prevention of eviction from or mortgage foreclosure  on
          the principal residence of the Participant.
          


      The  Participant's application for withdrawal  of  funds  due  to

hardship  must  be  accompanied or supplemented  by  such  evidence  of

hardship  as  the  Administrator  or  the  Committee  shall  reasonably

request.

     A withdrawal pursuant to this Section shall not operate to suspend

a  Participant's contributions for any period of time or to subject the

Participant to any other penalties under this Plan.

      The  amount of any withdrawal under this Section shall be limited

to  that amount which is required to meet the immediate financial needs

created by the hardship.



      (b)   Hardship  Withdrawal  from  Salary  Reduction  Account.   A

Participant  may request in writing, specifying the requested  date  of

withdrawal (which shall not be less than thirty (30) days nor more than

sixty  (60)  days  after  the date of such  request)  that  a  hardship

withdrawal be made from his Salary Reduction Account.  The value of his

Salary Reduction Account shall be determined pursuant to Sections  7.4,

7.5 and 7.6 as applicable.

      No hardship withdrawal under this Section 8.2(b) shall exceed the

sum  of  a  Participant's  Salary Reduction  contributions  made  after

December  31, 1988 and the amount of his Salary Reduction contributions

and income allocable thereto as of December 31, 1988.

      Approval  of  any  application for  hardship  withdrawal  from  a

Participant's  Salary  Reduction Account shall only  be  given  by  the

Committee  where the Participant has shown that withdrawal is requested

for one of the following reasons:

                 (i)    Medical   expenses  of  the  Participant,   the
          Participant's  spouse, or dependents, or  to  obtain  medical
          treatment   of  the  Participant,  Participant's  spouse   or
          dependents,

               (ii)   Expenses  for  the purchase  (excluding  mortgage
          payments) of the principal residence of the Participant,

              (iii)   Tuition and room and board expenses for the  next
          twelve  month  period  of  post-secondary  education  of  the
          Participant,   the   Participant's   spouse,   children    or
          dependents; and

               (iv)    Expenses  to  prevent  the  eviction  from,   or
          foreclosure  on the mortgage on, the principal  residence  of
          the Participant.
          


      In  addition  the Participant must further show that  the  amount

requested for hardship withdrawal is not in excess of the amount needed

to  satisfy  expenses described in (i) through (iv)  above  of  Section

8.2(b).

     Hardship withdrawals under this Section 8.2(b)(i) through (iv) may

include  amounts  necessary to pay any federal, state or  local  income

taxes   or   penalties  reasonably  anticipated  to  result  from   the

distribution.

      To  be eligible for hardship withdrawal the Participant must have

first obtained all distributions and loans available to him under  this

Plan and any other qualified plan maintained by the Employers.

      A  Participant  who  receives a hardship  withdrawal  under  this

Section  8.2(b)  will  be suspended from Plan participation  until  the

January or July 1st which next succeeds twelve months from the date  on

which he received his hardship withdrawal.

      Salary  Reduction contributions made by such Participant  in  the

taxable  year  following  the  year of hardship  distribution  will  be

limited  to  the annual dollar limitation in effect for that  year,  as

denoted  in  Section 4.1(c), minus the Participant's  Salary  Reduction

contributions  for the taxable year in which he received  his  hardship

withdrawal.



           Section  8.3.   Withdrawal  from Salary  Reduction  Account.

Withdrawals from the salary reduction account are also permitted  under

the  following circumstances and such withdrawals will not subject  the

Participants to any penalty under the Plan:



      (a)   Disability  Withdrawal.   A Participant  may  make  a  cash

withdrawal  from  his  accounts at any time if  the  withdrawal  is  on

account  of  a  disability.  The Committee shall not approve  any  such

application for disability withdrawal unless it is satisfied  that  the

Participant  is  disabled.   For the purposes  of  this  subsection,  a

Participant  shall be considered disabled if (i) he is disabled  within

the  meaning of the Company's Long-Term Disability Plan, or (ii) he  is

unable  to engage in any substantial gainful activity by reason of  any

medically  determinable  physical or mental  impairment  which  can  be

expected  to result in death or to be of long-continued and  indefinite

duration,  or  (iii)  he  is disabled within the  meaning  of  uniform,

nondiscriminatory rules which the Committee may adopt.   The  Committee

may  require  that  the Participant submit whatever evidence  it  deems

necessary  to  establish  whether the  Participant  is  disabled.   The

Committee  may  limit  the  amount which  a  disabled  Participant  may

withdraw  from his accounts, if the Committee deems such limitation  is

in   the  best  interests  of  the  Participant.   The  value  of   the

Participant's  account  as of the requested withdrawal  date  shall  be

determined pursuant to Sections 7.4, 7.5 or 7.6 as applicable.



      (b)   Withdrawals from the Salary Reduction Account will also  be

permitted  for a Participant who has attained the age of  59-1/2  years

upon application made by him to the Administrator.



           Section  8.4.   Distribution Upon  Election  to  Discontinue

Contributions  for  an Indefinite Period.  As of  any  given  date,  an

Active  Participant may elect to discontinue his contributions  for  an

indefinite  period  by giving written notice specifying  the  requested

date  of discontinuance to the Administrator in the form prescribed  by

the  Administrator at least 30 days prior to such date.   Upon  such  a

discontinuance  by a Participant, the Administrator  shall  direct  the

Trustee  to  distribute  to the Participant  an  amount  equal  to  the

aggregate  value  as  of such date of all Accounts  except  the  Salary

Reduction Account.

       Notwithstanding  the  preceding  paragraph  to   the   contrary,

contributions may not be withdrawn from the Employer Account  prior  to

the  expiration of twenty-four months from the date of contribution  to

the  Employer  Account or unless the Participant making the  withdrawal

request  has  been  a Participant in the Plan for a  minimum  of  sixty

months.   For  purposes  of  this  Section  8.4  participation  in  the

Predecessor Plan is deemed to be participation in this Plan.

      The  value  of the Participant's Accounts (excluding  the  Salary

Reduction  Account)  shall be determined pursuant  to  Section  7.4  or

Section  7.5,  whichever is applicable.  A Participant  who  elects  to

discontinue  his  contributions  pursuant  to  this  Section  shall  be

ineligible to again elect to make contributions to the Plan  until  the

earlier  of  the January 1 or July 1 which succeeds by at least  twelve

months the date of the election to discontinue contributions.



           Section 8.5.  (a)  Loans.  Upon application of an Active  or

Inactive  Participant or Beneficiary, the Committee  shall  direct  the

Trustee  to  make a cash loan to a Participant.  The terms  of  a  loan

shall be determined at the sole discretion of the Committee subject  to

the following conditions:

          (1)   The  term of a loan shall not exceed five years  except
          that where the Participant has designated that the purpose of
          the  loan  is  to  purchase  a principal  residence  for  the
          Participant, the term of the loan shall not exceed ten years.

          (2)   A  general  purpose loan may not be  used  to  purchase
          securities.

          (3)  A loan shall bear interest at the prevailing rate in the
          surrounding  community  for loans of similar  risk,  date  of
          maturity, and date of grant.

          (4)   The amount of a loan shall not exceed the lesser of 50%
          of  the  value of the Participant's or Beneficiary's accounts
          or   $50,000,   and  the  loan  shall  be  secured   by   the
          Participant's  or  Beneficiary's  Plan  Account  value.   The
          Committee  may  require the posting of  other  or  additional
          security at any time during the term of the loan.  The amount
          of  a  loan  secured by a Plan Account shall be  equal  to  a
          maximum  of the lesser of 50% of the Plan Account or $50,000,
          minus  the highest outstanding loan balance within  the  past
          year.

                     a)   For purposes of the above paragraph the value
               of the Participant's or Beneficiary's Plan Account shall
               be  determined  as  at the Valuation  Date  which  first
               precedes the date on which the request for the  loan  is
               received.

                     b)    Effective  July 1, 1988 the  Valuation  Date
               which  next  succeeds the date on which the request  for
               the loan is received shall be used.

          (5)  A loan shall be evidenced by a promissory note.

          (6)   Payments  of principal and interest shall  be  made  by
          approximately equal payments on a basis that would permit the
          loan  to  be  fully amortized over its term.  Prepayments  of
          principal and interest of the full remaining balance  of  the
          loan  only,  may be made without penalty.  Loan  payments  by
          active  employees shall be made by monthly payroll deductions
          except  for prepayments or where otherwise permitted  by  the
          Committee, but in no event may loan payments be made on  less
          than a quarterly basis.  Loan payments by inactive employees,
          former  employees or Beneficiaries shall be made  monthly  to
          the Plan Administrator or his designee on the date and in the
          manner prescribed by him.

          (7)   Loans shall be granted on a reasonably equivalent basis
          and  highly  compensated employees, officers, or shareholders
          of an Employer shall not be granted preferential loan terms.

          (8)   If  an  active employee defaults in the making  of  any
          payments on a loan when due and such default continues for 60
          days  thereafter,  or in the event of such active  employee's
          bankruptcy,  impending  bankruptcy, insolvency  or  impending
          insolvency,  the loan shall be deemed to be in  default,  and
          the  entire unpaid balance with accrued interest shall become
          due  and  payable.   If  a  former  employee  or  Beneficiary
          defaults in the making of any payment on a loan when due  and
          such  default continues for 30 days there- after, or  in  the
          event  of  the  borrower's bankruptcy, impending  bankruptcy,
          insolvency or impending insolvency, the loan shall be  deemed
          to  be  in default and the entire unpaid balance with accrued
          interest shall become due and payable.  The Committee or  its
          designee  may  pursue collection of the  debt  by  any  means
          generally available to a creditor where a promissory note  is
          in  default, or, if the entire amount due is not paid  within
          60  days  following the default or in the case  of  a  former
          employee  or  Beneficiary,  within  30  days  following   the
          default,  the Committee or its designee may execute upon  the
          collateral   and  apply  the  proceeds  from  the   sale   or
          disposition of such collateral in satisfaction of the  unpaid
          principal   and   accrued  interest.   The   Participant   or
          Beneficiary shall remain personally liable for any  remaining
          deficiency.

          (9)   Appropriate  disclosure shall be made pursuant  to  the
          Truth in Lending Act to the extent applicable.

          (10)  Amounts of principal and interest received  on  a  loan
          shall be credited to the Participant's or Beneficiary's  Plan
          Account and the loan shall be considered an asset of the Plan
          Account.

          (11)  The  Committee shall, from time to time, establish  the
          terms  and  conditions on which loans will be made, including
          the   frequency,   interest  rate,   maturity   dates,   loan
          application fees, if any, and the selection and order of sub-
          accounts   used  in  making  such  loans.   In   making   its
          determination  with  respect to  eligibility  for  loans  and
          interest rates thereon, the Committee shall adopt uniform and
          non-  discriminatory  rules and its  determination  shall  be
          final and binding.

          (12) Notwithstanding any other provision of this Section  8.5
          to  the  contrary, loans may be granted only to  Participants
          and  Beneficiaries who are "parties in interest"  as  defined
          under  Section 3(14) of ERISA.  Determination  of  who  is  a
          party  in  interest  shall be made by the Plan  Administrator
          with the advice of counsel.

          (13) In the event a Participant's transfer of employment from
          another  Participating  Employer changes  such  Participant's
          current payroll status, any outstanding loan balance will  be
          reamoritized in accordance with the terms of the Plan.
          


           Section  8.6.  Distribution Upon Termination of  Employment.

Whenever  a Participant terminates his employment with his Employer  or

its  Affiliate  then the Administrator shall instruct  the  Trustee  to

distribute  to  such  Participant,  or,  in  a  proper  case,  to   his

Beneficiary,  an  amount equal to the value of the  Participant's  Plan

Accounts  determined as of the Valuation Date which occurs  closest  to

the date of termination.



           Section  8.7.  Time and Manner of Distributions.   (a)   Any

distribution  to which a Participant becomes entitled by  reason  of  a

withdrawal  under  Section 8.1, 8.2, 8.3 or 8.4 or  distribution  under

Section  8.6  or which is to be made to an alternate payee pursuant  to

the  provisions of Article 13, shall be paid by the Trustee in  a  lump

sum  at  the instruction of the Administrator within 60 days  following

the  close  of  the calendar month in which the withdrawal  request  or

request for receipt is received.



      (b)   If  full distribution of the amount to which a  Distributee

becomes  entitled cannot be made within 60 days following the  date  of

termination or request for receipt, if applicable, pursuant to  Section

8.6  because  the  Participant  cannot be  located,  the  undistributed

balance of such amount shall, as of the first Valuation Date after  the

close  of  such  60-day period, be deposited in a  savings  account  or

accounts  with such bank as the Committee may from time to time  select

for  this  purpose.  The Committee shall establish in the name  of  the

Distributee an account under the Plan (hereinafter referred  to  as  an

"interest  account") to which shall be credited any amount so deposited

and  any  interest  paid from time to time on such savings  account  or

accounts.   All distributions made to any Distributee shall be  charged

to the Distributee's interest account.



      (c)  If a Participant's Plan Account includes the IMC Global Inc.

Stock  Fund  Sub-Account,  the Participant may  elect  to  receive  any

distribution under Article 8 wholly in cash or in full shares  of  such

stock.   The  election  shall  be made in  writing,  addressed  to  the

Administrator of the Plan, not more than 14 days after receipt  by  the

Participant of a notice regarding such election.  The number of  shares

shall  not  exceed  the quotient of the value of the Participant's  IMC

Global  Inc. Stock Fund Sub-Account as of the Valuation Date determined

pursuant  to  Section 7.4 or Section 7.5 as applicable divided  by  the

value as of the applicable Valuation Date assigned by the Trustee to  a

share of such stock.



            Section   8.8.   Designation  of  Beneficiary.    (a)   The

Beneficiary  of  a  Participant who is married  shall  be  his  spouse.

Should a Participant who is married desire to elect a Beneficiary other

than  his  spouse,  he  may do so only in the form  prescribed  by  the

Administrator, which shall require the written consent of  such  spouse

to the Participant's election of another Beneficiary.  To be effective,

such   written   consent  must  be  notarized  or  witnessed   by   the

Administrator or his designee.



      (b)  If a Participant is not married or if the Participant proves

to  the  satisfaction of the Administrator that his  spouse  cannot  be

located,  then  the Participant shall have the right to  designate  any

Beneficiary or Beneficiaries.



       (c)   The  Beneficiary  of  a  Participant  shall  receive   any

distribution  upon the death of the Participant or, in accordance  with

Section  8.7,  in  the  case of a Participant who  dies  subsequent  to

termination of his employment but prior to distribution of  the  entire

amount  to  which  he  is  entitled under  the  Plan,  to  receive  any

undistributed  balance  to  which  such  Participant  would  have  been

entitled subject to the provisions of Section 8.10, if applicable.

      A  Participant described in Paragraph (b) of this Section 8.8 may

from  time  to  time without the consent of the non-spouse  Beneficiary

change  or cancel any such designation.  A Participant who has obtained

spousal  consent in accordance with Paragraph (a) of this  Section  8.8

may  change  or cancel a subsequent Beneficiary designation  only  upon

obtaining  spousal consent, in accordance with Paragraph  (a)  of  this

Section, to the new Beneficiary designation.  Such designation and each

change   therein  shall  be  made  in  the  form  prescribed   by   the

Administrator  and  shall  be  filed  with  the  Administrator  or  his

designee.

      If  no  Beneficiary  has  been  named  by  a  deceased  unmarried

Participant or the spouse of a deceased Participant cannot  be  located

or the designated Beneficiary or spouse, as applicable, has predeceased

the  Participant or the designated Beneficiary or spouse has died prior

to  complete  disbursement of the Participant's  account  balance,  the

balance of the deceased Participant's accounts shall be distributed  by

the Trustee at the direction of the Administrator, where applicable, a)

to the surviving spouse of such deceased Participant, if any, or (b) if

there  shall  be  no surviving spouse, the surviving children  of  such

deceased Participant, if any, in equal shares, or (c) if there shall be

no  surviving spouse or children, to the executors or administrators of

the  estate  of  such deceased Participant, or (d) if  no  executor  or

administrator shall have been appointed for the estate of such deceased

Participant within six months from the date of the Participant's death,

to  the  person  or persons who would be entitled under  the  intestate

succession  laws of the state of the Participant's domicile to  receive

the Participant's personal estate.

      Nothing  in  this  Section  8.8 shall contravene  any  applicable

provision  (directing  payment to an alternate payee)  of  a  qualified

domestic relations order determined to be such by the Administrator  or

the  Committee in accordance with the procedures set forth  in  Article

13.



            Section   8.9.    Distribution  to   Minor   and   Disabled

Distributees.  Any distribution under this Article which is payable  to

a Distributee who is a minor or to a Distributee who, in the opinion of

the Committee, is unable to manage his affairs by reason of illness  or

mental  incompetency  may be made to or for the  benefit  of  any  such

Distributee in such of the following ways as the Committee may  direct:

(a)  directly to any such minor Distributee if, in the opinion  of  the

Committee,  he  is  able  to  manage his  affairs,  (b)  to  the  legal

representative  of  any such Distributee, (c) to a  custodian  under  a

Uniform Gifts to Minors Act for any such minor Distributee, or  (d)  to

some  near  relative of such Distributee to be used  for  the  latter's

benefit.   Neither the Committee nor the Trustee shall be  required  to

see  to the application by any third party of any distribution made  to

or for the benefit of a distribution pursuant to this Section.



           Section  8.10.  Distribution upon Termination of Employment.

(a)  Notwithstanding  anything in this  Article  or  the  Plan  to  the

contrary,  a  Participant  who is terminating  his  employment  and  is

eligible for early or normal retirement under any pension plan  of  the

Company  will  be  permitted  to  elect,  at  any  time  prior  to  his

termination, to defer either

          (1)  receipt of distribution of his entire Plan Account, or

          (2)  receipt of or distribution of his Plan Account exclusive
          of the entire amount of his Employee Contributions as defined
          in Section 4.1(a) of the Plan which were contributed prior to
          January 1, 1987 until no later than his 70th birthday.
          


      A  Participant electing deferral of his distribution under   this

Section   8.10,  shall  receive  his  distribution  by  notifying   the

Administrator or his designee at least sixty days prior to the date  he

wishes  to receive it.  His Plan Account shall then be valued according

to the terms of Section 7.4 or Section 7.5 whichever is applicable.  If

a Participant has not notified the Administrator by sixty days prior to

his  70th birthday, his Plan Account shall automatically be distributed

to him on that birthday.

      Any  Participant who makes a deferral election under this Section

8.10(a)  shall retain for the full duration of the deferral period  the

authority to direct investments of his Plan Account, as provided  under

Section  6.2, 6.3 and 6.4.  This Paragraph shall not be interpreted  to

allow  or  require  the  making of any type of  contributions  to  such

Participant's account.



      (b)  A  Participant  who  satisfies the following  criteria  must

consent to any distribution before it is made and is entitled to  defer

receipt  of  his  entire  Plan Account until no  later  than  his  70th

birthday:  i) termination of employment prior to eligibility for  early

or  normal retirement under any pension plan of the Company and  ii)  a

Plan  Account  valued  in  excess of $3500 as  of  the  Valuation  Date

occurring closest to his termination of employment.  Such a Participant

may elect to receive the value of his entire Plan Account in a lump sum

at  any  time prior to his 70th birthday upon sixty days written notice

to the Plan Administrator or his designee.  Any Participant who has not

notified  the Plan Administrator within sixty days of his 70th birthday

shall  automatically receive his distribution on  that  birthday.   Any

Participant  who  makes a deferral election under this Section  8.10(b)

shall  retain,  for  the  full duration of  the  deferral  period,  the

authority to direct investments of his Plan Account, as provided  under

Sections 6.2, 6.3 and 6.4.  This Paragraph shall not be interpreted  to

allow  or  require  the  making of any type of  contributions  to  such

Participant's Plan Account.

     A Participant who makes an election to defer distribution pursuant

to  this paragraph shall be considered an inactive Participant for  all

purposes  of the Plan including Article 5 for the period of  time  from

termination of employment until distribution on the applicable date  of

receipt.



      (c)  At the time the Participant elects to defer receipt  of  his

distribution  pursuant to this Section, he must also elect  to  receive

his distribution in:  1) a lump sum on the date of distribution, or  2)

in equal annual installments not to exceed ten which installments shall

commence on the date requested for distribution.



      (d)  At the time the Participant elects to defer receipt  of  his

distribution  pursuant to this Section, he must also make  an  election

for the method of distribution in the event of his death prior to total

distribution.   The  Participant  shall  elect  that  his  Beneficiary,

designated  pursuant  to Section 8.7, shall receive  his  Plan  Account

Distribution a) in a lump sum within sixty (60) days following the date

of  his  death, or b) in equal annual installments not to  exceed  five

installments commencing on the date of his death.



      (e)   Notwithstanding the foregoing provisions of this    Article

8, distribution of the Participant's Plan Account shall begin not later

than the sixtieth day after the later of the close of the Plan Year  in

which:

          (1)  his termination of employment occurs, or

          (2)   the  tenth  anniversary  of  the  commencement  of  his
          participation in the Plan,
          


except  to  the extent that the Participant has elected  to  defer  the

distribution pursuant to this Section 8.10.



      (f)   Notwithstanding  subsection  (e)  and  except  as  provided

otherwise in this subsection (f), distribution of a Participant's  Plan

Account  shall  be made no later than the April 1 of the calendar  year

following the calendar year in which the Participant attains age 70-1/2

regardless of whether he terminates employment.



      (g)  If the amount of a distribution required to commence on  the

date  determined  under this subsection cannot be  ascertained  by  the

Committee, or if it is not possible to make such payment on  such  date

because  the Committee has been unable to locate the Participant  after

making reasonable efforts to do so, a payment retroactive to such  date

may  be made no later than sixty days after the earliest date on  which

the  amount of such payment can be ascertained and the Participant  can

be located.



           Section  8.11.  Conditions for Distributions to Beneficiary,

Upon Death of a Participant.  (a)  Notwithstanding subsections (c)  and

(d)  of Section 8.10 or any other section of the Plan, if a Participant

dies  prior  to  entire  distribution of his  Plan  Account  and  after

attainment  of  age  70, his Plan Account shall be distributed  to  his

Beneficiary as rapidly as the method to the Participant.



      (b)   Notwithstanding  Section  8.10  to  the  contrary,  if  the

Participant  dies prior to entire distribution of his Plan Account  and

prior to age 70, his Plan Account shall be distributed in a lump sum or

by  the  method selected by the Participant provided that  distribution

shall  begin  not  later  than i) December  31  of  the  calendar  year

following  the  calendar year of the Participant's death,  or  ii)  the

calendar  year  in  which the Participant would have attained  age  70,

whichever is later.



      (c)  The Participant's Beneficiary shall receive the value of the

Participant's  Plan  Account  as  of  the  Valuation  Date  immediately

succeeding the date of the Participant's death.



           Section  8.12.  Direct Rollovers.  This Section  applies  to

distributions  made  on or after January 1, 1993.  Notwithstanding  any

provision  of  the  Plan to the contrary that would otherwise  limit  a

Distributee's election under this Article, a Distributee may elect,  at

the  time  and  in the manner prescribed by the Plan Administrator,  to

have any portion of an Eligible Rollover Distribution paid directly  to

an  Eligible Retirement Plan specified by the Distributee in  a  Direct

Rollover.



                               ARTICLE 9
                SPECIAL RULES RELATING TO RE-EMPLOYMENT
                OF TERMINATED EMPLOYEES AND EMPLOYMENT
                          BY RELATED ENTITIES
                                   
                                   
           Re-employment of a Terminated Participant.  If a  terminated

Participant  who is entitled to receive payments pursuant  to  Sections

8.6(b)  or  8.10  is  reemployed  prior  to  receipt  of  his  deferred

distribution pursuant to Section 8.10 or is reemployed prior  to  total

distribution,  such payments shall remain deferred or be suspended,  as

applicable,   until  such  Participant's  subsequent   termination   of

employment or his attainment of age 70, whichever first occurs.



                              ARTICLE 10
                            ADMINISTRATION
                                   
                                   
          Section 10.1.  The Committee.  (a)  The Board of Directors of

the  Company  shall appoint a Committee consisting of  certain  members

responsible  (except for duties specifically vested in the Trustee  and

the Investment Manager) for the administration of the provisions of the

Plan.   The  Company  and  the Committee shall be  "named  fiduciaries"

within  the  meaning  of  such term as used in  ERISA.   The  Board  of

Directors  of  the Company shall have the right at any  time,  with  or

without cause, to remove any member of the Committee.  A member of  the

Committee  may  resign  and his resignation  shall  be  effective  upon

delivery  of  his  written  resignation  to  the  Company.   Upon   the

resignation,  removal or failure or inability for  any  reason  of  any

member of the Committee to act hereunder, the Board of Directors of the

Company may appoint a successor member.  All successor members  of  the

Committee  shall  have all the rights, privileges and duties  of  their

predecessors, but shall not be held accountable for the acts  of  their

predecessors.



     (b)  Any member of the Committee may, but need not, be an employee

or  director, officer or shareholder of any of the Employers, and  such

status  shall  not disqualify him from taking any action  hereunder  or

render him accountable for any distribution or other material advantage

received  by  him  under  the Plan, provided  that  no  member  of  the

Committee  who  is a Participant shall take part in any action  of  the

Committee or any matter involving solely his rights under the Plan.



      (c)  The Committee shall have the duty and authority to interpret

and construe the Plan in regard to all questions of eligibility and the

status and rights of Participants, Distributees and other persons under

the  Plan.  Each Employer shall, from time to time, upon request of the

Committee,  furnish to the Committee such data and information  as  the

Committee shall require in the performance of its duties.



     (d)  The Committee shall supervise the collection of Participants'

contributions  and  the  delivery of such  contributions  and  Employer

Contributions  to  the Trustee from time to time.  Notwithstanding  any

other provision of the Plan to the contrary the Committee has the right

to  lower  the  Salary  Reduction  or  Employee  contributions  (on   a

prospective  basis)  of  any Participant who is  a  Highly  Compensated

Employee  at  any  time during the Plan Year where the Committee  deems

such  action to be necessary to insure that the Plan complies with  the

rules set forth in Sections 4.6(a) and 4.10(b)(i) and (ii).



       (e)    The   members  of  the  Committee  may   allocate   their

responsibilities  among  themselves  and  may  designate  any   person,

partnership  or corporation to carry out any of their responsibilities.

Any  such  allocation or designation should be reduced to  writing  and

such  writing  shall be kept with the records of the  meetings  of  the

Committee.



      (f)  The Committee may act at a meeting, or by writing without  a

meeting,  by  the vote or written assent of a majority of its  members.

The  Committee may select a chairman and shall keep the Trustee advised

of the identity of the member holding such office.  The Committee shall

appoint  one of its members to act as the Plan's agent for  service  of

legal process.  The Committee shall select a secretary, who need not be

a  member of the Committee, and shall keep the Trustee advised  of  the

identity  of the person holding such office.  The secretary shall  keep

records  of  all  meetings of the Committee and forward  all  necessary

communications to the Trustee.  The Committee may adopt such rules  and

procedures as it deems desirable for the conduct of its affairs and the

administration of the Plan, provided that any such rules and procedures

shall be consistent with the provisions of the Plan and ERISA.



      (g)   The  members  of  the Committee, and each  of  them,  shall

discharge  their  duties with respect to the Plan  (i)  solely  in  the

interest  of the Participants and Beneficiaries, (ii) for the exclusive

purpose  of providing benefits to Employees participating in  the  Plan

and  their  Beneficiaries  and  of  defraying  reasonable  expenses  of

administering  the Plan, and (iii) with the care, skill, prudence,  and

diligence  under the circumstances then prevailing that a  prudent  man

acting  in a like capacity and familiar with such matters would use  in

the  conduct of an enterprise of a like character and with  like  aims.

The  Company shall indemnify the members of the Committee, and each  of

them,  from  the effects and consequences of their acts, omissions  and

conduct  in their official capacity as members of the Committee.   Such

indemnification shall extend to any action, suit or proceeding to which

the  members  shall be made or threatened to be made a  party,  whether

civil,  criminal, administrative or investigative, and whether  or  not

terminated by judgment, settlement, conviction or upon a plea  of  nolo

contendere  or  its equivalent; provided, however, such indemnification

shall  not extend to any action, suit, or proceeding in which it  shall

be finally adjudicated that (1) a member did not act in good faith, and

(2)  with respect to any criminal action or proceeding, the member  did

not have reasonable cause to believe his conduct was lawful.



      (h)  No member of the Committee shall receive any compensation or

fee  for  his services, unless otherwise agreed between such member  of

the  Committee and the Employers, but the Employers shall reimburse the

Committee  members  for  any  necessary expenditures  incurred  in  the

discharge of their duties as Committee members.



      (i)  The Committee may employ such counsel (who may be of counsel

for  any  Employer)  and agents and may arrange for such  clerical  and

other services as it may require in carrying out the provisions of  the

Plan.



           Section  10.2.  Plan Administrator.  (a)  The Company  shall

appoint  a Plan Administrator (as such term is used in ERISA)  who  may

but  need  not be a Participant or shareholder of the Company and  such

status  shall  not disqualify him from taking any action  hereunder  or

render him accountable for any distribution or other material advantage

received by him under the Plan, provided that he shall not take part in

any matter involving solely his rights under the Plan.



     (b)  The Plan Administrator shall be responsible for the operation

of  the Plan within the policies, interpretations, rules and procedures

of  the  Committee.   The Plan Administrator shall  also  perform  such

ministerial  functions with respect to the Plan as the Committee  shall

from time to time designate.



           Section  10.3.   Claims Procedure.  If  any  Participant  or

Distributee  believes he is entitled to benefits in an  amount  greater

than  those which he is receiving or has received, he may file a  claim

with the Administrator.  Such a claim shall be in writing and state the

nature  of  the  claim,  the facts supporting  the  claim,  the  amount

claimed, and the address of the claimant.  The Plan Administrator shall

review  the claim and, within 90 days after receipt of the claim,  give

written notice by registered or certified mail to the claimant  of  his

decision  with respect to the claim.  If special circumstances  require

an  extension  of  time, the claimant shall be so  advised  in  writing

within  the  initial  90-day  period and in  no  event  shall  such  an

extension  exceed 90 days.  Such notice shall be written  in  a  manner

calculated to be understood by the claimant and, if the claim is wholly

or  partially  denied, set forth the specific reasons for  the  denial,

specific  references  to  the pertinent Plan provisions  on  which  the

denial   is  based,  a  description  of  any  additional  material   or

information  necessary for the claimant to perfect  the  claim  and  an

explanation  of why such material or information is necessary,  and  an

explanation  of  the claim review procedure under the Plan.   The  Plan

Administrator  shall  also advise the claimant  that  he  or  his  duly

authorized representative may request a review by the Committee of  the

denial  by  filing with the Plan Administrator, within  65  days  after

notice  of  the  denial has been received by the  claimant,  a  written

request  for such review.  The claimant shall be informed that  he  may

have  reasonable access to pertinent documents and submit  comments  in

writing  to the Committee within the same 65-day period.  If a  request

is so filed, review of the denial shall be made by the Committee within

60  days after receipt of such request, and the claimant shall be given

written  notice  of  the resulting final decision.  Such  notice  shall

include  specific reasons for the decision and specific  references  to

the  pertinent Plan provisions on which the decision is based and shall

be written in a manner calculated to be understood by the claimant.



          Section 10.4.  Notices to Participants and Distributees.  All

notices,  reports and statements given, made, delivered or  transmitted

to  a  Participant  or Distributee shall be deemed to  have  been  duly

given,  made, delivered or transmitted when mailed by first class  mail

with  postage prepaid and addressed to such person at the address  last

appearing   on  the  records  of  the  Committee.   A  Participant   or

Distributee may record any change of his address from time to  time  by

written notice filed with the Committee.



           Section  10.5.  Notices to Committee or Employers.   Written

authorizations,  directions, notices and other  communications  to  the

Employers  or  the Committee shall be deemed to have been  duly  given,

made or transmitted either when delivered to such location as shall  be

specified upon the forms prescribed by the Committee for the giving  of

such  authorizations, directions, notices and other communications,  or

when  mailed by first class mail with postage prepaid and addressed  to

the addressees at the address specified upon such forms.



          Section 10.6.  Records.  The Committee shall keep a record of

all of its proceedings and shall keep or cause to be kept all books  of

account, records and other data as may be necessary or advisable in its

judgment for the administration of the Plan.



           Section  10.7.  Reports of Trust Fund.  The Committee  shall

keep on file, in such form as it shall deem convenient and proper,  all

reports concerning the Trust Fund received by it from the Trustee.



                              ARTICLE 11
                   PARTICIPATION BY OTHER EMPLOYERS
                                   
                                   
           Section  11.1.  Adoption of Plan.  With the consent  of  the

Company, any corporation may become a participating Employer under  the

Plan by (a) taking such action as shall be necessary to adopt the Plan,

(b)  filing  with the Committee a duly certified copy of  the  Plan  as

adopted  by  such  corporation,  (c) becoming  a  party  to  the  Trust

agreement establishing the Trust Fund, and (d) executing and delivering

such  instruments and taking such other action as may be  necessary  or

desirable to put the Plan into effect with respect to such corporation.





           Section  11.2.   Withdrawal from  Plan.   Any  Employer  may

withdraw from participation in the Plan at any time by filing with  the

Committee  a  duly  certified  copy of a resolution  of  its  board  of

directors  to that effect and giving notice of its intended  withdrawal

to  the  Committee, the other Employers and the Trustee  prior  to  the

effective date of withdrawal.



            Section  11.3.   Company  as  Agent  for  Employers.   Each

corporation  which  shall become a participating Employer  pursuant  to

Section  11.1  or  Article  12 by so doing  shall  be  deemed  to  have

appointed  the Company its agent to exercise on its behalf all  of  the

powers  and authorities hereby conferred upon the Company by the  terms

of  the  Plan,  including, but not by way of limitation, the  power  to

amend  and terminate the Plan.  The authority of the Company to act  as

such  agent  shall continue unless and until the portion of  the  Trust

Fund  held for the benefit of Employees of the particular Employer  and

their  Beneficiaries is set aside in a separate trust  as  provided  in

Section 14.2.



                              ARTICLE 12
                      CONTINUANCE BY A SUCCESSOR
                                   
                                   
          In the event that any Employer shall be reorganized by way of

merger, consolidation, transfer of assets or otherwise, so that another

corporation   other  than  an  Employer  shall  succeed   to   all   or

substantially   all  of  such  Employer's  business,   such   successor

corporation  may  be substituted for such Employer under  the  Plan  by

adopting  the  Plan  and  becoming a  party  to  the  Trust  agreement.

Contributions  by  such  Employer  and  by  its  employees   shall   be

automatically   suspended  from  the  effective  date   of   any   such

reorganization  until  the  date upon which the  substitution  of  such

successor   corporation  for  the  Employer  under  the  Plan   becomes

effective.   If,  within 90 days from the effective date  of  any  such

reorganization,  such successor corporation shall not have  elected  to

become  a party to the Plan, or if the Employer shall adopt a  plan  of

complete  liquidation other than in connection with  a  reorganization,

the Plan shall be automatically terminated with respect to employees of

such Employer as of the close of business on the 90th day following the

effective date of such reorganization or as of the close of business on

the  date of adoption of such plan of complete liquidation, as the case

may  be,  and the Committee shall direct the Trustee to distribute  the

portion of the Trust applicable to such Employer in the manner provided

in Section 14.3.



                              ARTICLE 13
                  DOMESTIC RELATIONS ORDER AND LOANS
                                   
                                   
          Section 13.1.  The restrictions imposed by Section 14.2 shall

not  apply  to a "qualified domestic relations order" defined  in  Code

Section 414(p), and those other domestic relations orders permitted  to

be  so  treated  by  the  Administrator under  the  provisions  of  the

Retirement  Equity  Act of 1984.  The Administrator shall  establish  a

written  procedure  to  determine  the  qualified  status  of  domestic

relations  orders and to administer distributions under such  qualified

orders.   Further,  to the extent provided under a "qualified  domestic

relations order", a former spouse of a Participant shall be treated  as

the spouse or surviving spouse for all purposes under the Plan.

      Notwithstanding  anything  else in  the  Plan  to  the  contrary,

effective January 1, 1989 distribution from a Participant's Account may

be  made  to  an  Alternate Payee (as defined in Code Section  414(p)),

pursuant  to a "qualified domestic relations order" prior to attainment

of  age  50  or  separation  from service by  the  Participant  if  the

"qualified  domestic relations order" provides that the  Plan  and  the

Alternate  Payee  may agree in writing to an earlier  distribution  and

distribution is made pursuant to such written agreement.



          Section 13.2.  The restrictions imposed by Section 14.2 shall

not  apply to the extent a Participant is indebted to the Plan, for any

reason, under the terms of the Plan.  At the time a distribution is  to

be  made to a Participant or Beneficiary, such proportion of the amount

distributed  as  shall equal such indebtedness shall  be  paid  by  the

Trustee to the Administrator, at the direction of the Administrator  or

the  Committee, to apply against or discharge such indebtedness.  Prior

to  making a payment, however, the Participant or Beneficiary  must  be

given written notice by the Administrator that such indebtedness is  to

be  paid in whole or part from the Participant's Plan Account.  If  the

Participant or the Beneficiary does not agree that the indebtedness  is

a  valid  claim  against his Plan Account, he shall be  entitled  to  a

review of the validity of the claim in accordance with Section 10.3.



                              ARTICLE 14
                             MISCELLANEOUS
                                   
                                   
           Section  14.1.  Expenses.  Except as otherwise  provided  in

Section  6.4 and elsewhere in the Plan, all costs and expenses incurred

in  administering the Plan and the Trust Fund, including  the  fees  of

counsel  and  any  agents  for  the  Committee,  the  expenses  of  the

Committee,  the  fees,  charges and costs  of,  and  incurred  by,  the

Investment Manager, the fees and expenses of the Trustee, the  fees  of

counsel  for  the Trustee and other administrative expenses,  shall  be

borne  by  the  several Employers in such proportions as the  Committee

shall determine to be equitable and proper.



           Section 14.2.  Non-Assignability.  It is a condition of  the

Plan,  and  all  rights  of each Participant and Distributee  shall  be

subject  thereto,  that  no right or interest  of  any  Participant  or

Distributee in the Plan shall be assignable or transferable in whole or

in  part,  either  directly  or  by  operation  of  law  or  otherwise,

including,  but not by way of limitation, execution, levy, garnishment,

attachment, pledge or bankruptcy, but excluding devolution by death  or

mental  incompetency, and no right or interest of  any  Participant  or

Distributee  in  the  Plan  shall be liable for,  or  subject  to,  any

obligation  or liability of such Participant or Distributee,  including

claims for alimony or the support of any spouse.



           Section 14.3.  Employment Non-Contractual.  The Plan confers

no right upon any Employee to continue in employment.



           Section  14.4.   Limitation of  Rights.   A  Participant  or

Distributee  shall have no right, title or claim in or to any  specific

asset of the Trust, but shall have the right only to distributions from

the Trust Fund on the terms and conditions herein provided.



           Section 14.5.  Merger or Consolidation with Another Plan.  A

merger or consolidation with, or transfer of assets or liabilities  to,

any  other plan shall not be effected unless the terms of such  merger,

consolidation or transfer are such that each Participant,  Distributee,

Beneficiary or other person entitled to receive benefits from the  Plan

would,  if  the  Plan were to terminate immediately after  the  merger,

consolidation or transfer, receive a benefit equal to or  greater  than

the  benefit such person would be entitled to receive if the Plan  were

to terminate immediately before the merger, consolidation, or transfer.



           Section 14.6.  Reversion of Employer Contributions.  No part

of  the  Trust  Fund  shall revert or be repaid to an  Employer  either

directly or indirectly.  However, any contribution made by the  Company

by  reason  of  a  good faith mistake of fact, or the  portion  of  any

contribution made by the Company which exceeds the maximum  amount  for

which  a  deduction is allowable to the Company for federal income  tax

purposes  by reason of a good faith mistake in determining the  maximum

allowable deduction, shall upon the request of the Company be  returned

by the Trustee to the Company.  The Company's request and the return of

any  such  contribution  must  be  made  within  one  year  after  such

contribution was mistakenly made or after the deduction of such  excess

portion  of such contribution was disallowed, as the case may be.   The

amount  to be returned to the Company pursuant to this paragraph  shall

be  the excess of (i) the amount contributed over (ii) the amount  that

would have been contributed had there not been a mistake of fact  or  a

mistake  in  determining  the  maximum allowable  deduction.   Earnings

attributable to the amount contributed by mistake shall not be returned

to the Company, but losses attributable thereto shall reduce the amount

so  returned.   If return to the Company of the amount  contributed  by

mistake would cause the balance of any Participant's account as of  the

date  such  amount is to be returned to be reduced to  less  than  what

would  have been the balance of such account as of such date  had  such

amount  not been contributed, the amount to be returned to the  Company

shall be limited so as to avoid such reduction.



                              ARTICLE 15
                 AMENDMENT, WITHDRAWAL AND TERMINATION
                                   
                                   
           Section  15.1.  Amendment.  The Company may at any time  and

from  time to time amend or modify the Plan by written instrument  duly

adopted  by the Board of Directors of the Company.  Any such  amendment

or  modification  shall become effective on such date  as  the  Company

shall  determine and may apply to Participants in the Plan at the  time

thereof as well as to future Participants.



           Section  15.2.   Withdrawal.  If an Employer shall  withdraw

from  the  Plan  under Section 11.2, the Committee shall determine  the

portion  of  the Trust Fund held by the Trustee which is applicable  to

the  Participants and former Participants of such Employer,  and  shall

direct the Trustee to segregate such portion in a separate trust.  Such

separate trust shall thereafter be held and administered as a  part  of

the separate plan of such Employer.

      The portion of the Trust Fund applicable to the Participants  and

former Participants of a particular Employer shall be the sum of:



      (a)   the  total  amount  credited to all  interest  and  special

accounts   which  are  applicable  to  the  Participants   and   former

Participants of such Employer, and



      (b)   an amount which bears the same ratio to the excess, if any,

of

               (i)  the total value of the Trust Fund over

               (ii)   the  total  amount credited to all  interest  and
          special accounts
          


as  the total amount credited to the accounts (other than interest  and

special  accounts) which are applicable to the Participants and  former

Participants  of  such Employer bears to the total amount  credited  to

such accounts of all Participants and former Participants.



           Section  15.3.  Termination.  Any Employer may at  any  time

terminate its participation in the Plan by resolution of its  board  of

directors  to  that effect.  In the event of any such termination,  the

Committee  shall determine the portion of the Trust Fund  held  by  the

Trustee which is applicable to the Participants and former Participants

of  such Employer and direct the Trustee to distribute such portion  as

follows:



      (a)  The balance in any interest account shall be distributed  to

the Distributee entitled to receive such account.



      (b)  The remaining assets of such portion of the Trust Fund shall

be distributed to Participants ratably in proportion to the balances of

their respective accounts.

     A complete discontinuance of contributions by an Employer shall be

deemed  a termination of such Employer's participation in the Plan  for

purposes of this Section.

      If  the Internal Revenue Service shall refuse to issue an initial

favorable determination letter that the Plan and Trust as adopted by an

Employer  meet the requirements of Section 401(a) of the Code and  that

the  Trust  is  exempt from tax under Section 501(a) of the  Code,  the

Employer  may terminate its participation in the Plan and the Committee

shall  direct the Trustee to pay and deliver the portion of  the  Trust

Fund  applicable  to the Participants and former Participants  of  such

Employer,  determined pursuant to Section 15.2, to  such  Employer  and

such Employer shall pay to Participants or their Beneficiaries the part

of  such  Employer's  portion of the Trust Fund as is  attributable  to

contributions made by Participants.



            Section   15.4.   Trust  to  be  Applied  Exclusively   for

Participants  and Their Beneficiaries.  Subject only to the  provisions

of  the second paragraph of Section 15.3 and any other provision of the

Plan  to  the contrary notwithstanding, it shall be impossible for  any

part of the Trust to be used for or diverted to any purpose not for the

exclusive  benefit  of Participants and their Beneficiaries  either  by

operation or termination of the Plan, by power of amendment or by other

means.



           Section  15.5.   Distribution  Upon  Sale  of  Assets.   All

contributions and income attributable thereto under the Plan  shall  be

distributed to Participants, as soon as administratively feasible after

the  sale,  to  an  entity  that  is not  an  Affiliated  Employer,  of

substantially all of the assets used by the Employer in  the  trade  or

business in which the Participant is employed.



           Section  15.6.  Distributions Upon Sale of Subsidiary.   All

contributions and income attributable thereto under the Plan, shall  be

distributed, as soon as administratively feasible after the sale, to an

entity   that  is  not  an  Affiliated  Employer,  of  an  incorporated

Affiliated Employer's interest in a subsidiary to Participants employed

by such subsidiary.



                              ARTICLE 16
                         TOP-HEAVY PLAN YEARS
                                   
                                   
          Section 16.1.  For purposes of this Article 16:

          (a)   (1)  "Key Employee" means any Participant who,  at  any
          time  during  the Plan Year or any of the four (4)  preceding
          Plan Years, is

                          (i)  one of the ten (10) Employees owning the
               largest   interests  in  all  Employers  and  Affiliates
               considered as a unit;

                         (ii)  an owner of more than five percent  (5%)
               of  the  outstanding stock, or of stock possessing  more
               than  five  percent  (5%) of the total  combined  voting
               power, of any Employer or Affiliate;

                       (iii)  an owner of more than one percent (1%) of
               the  outstanding stock or of stock possessing more  than
               one  percent (1%) of the total combined voting power  of
               any   Employer   or   Affiliate,   whose   Section   415
               Compensation from all Employers and Affiliates  combined
               exceeds $150,000; or

                       (iv)   an officer of an Employer or Affiliate


                 as  determined  under  the  applicable  provisions  of
          Paragraphs (2) through (4) of this Subsection (a).

                (2)   No  Employee shall be considered a  Key  Employee
          pursuant   to   Subparagraph   (1)i)   if   such   Employee's
          Compensation is less than the amount determined under Section
          415(c)(1)(A)  of  the Code (as adjusted pursuant  to  Section
          415(d)(1)(B)  of  the Code) for the calendar  year  in  which
          falls the Determination Date.

                (3)   For  purposes of Subparagraphs  (1)(i)-(iii),  an
          Employee  shall be considered as owning all interests  in  an
          Employer  which  he owns directly or would be  considered  as
          owning under the rules contained in Section 318 of the  Code,
          except  that Subparagraph (C) of Section 318(a)(2)  shall  be
          applied by substituting "5%" for "50%".

                (4)  No more than the greater of three (3) Employees or
          ten percent (10%) of all Employees (up to a maximum of 50) of
          all  Employers and Affiliates considered as a unit  shall  be
          considered  officers  for purposes of  Subparagraph  (1)(iv).
          Where  the actual number of such officers exceeds the  limits
          imposed  by the preceding sentence, those considered officers
          for  purposes  of Subparagraph (1)(iv) shall be the  officers
          having  the highest annual Compensation during the  five-year
          period consisting of the Plan Year and the four (4) preceding
          Plan Years.
          


      (b)  "Determination Date" means June 30, 1988 and with respect to

any  Plan  Year commencing after 1988, the last day of the  immediately

preceding Plan Year.



     (c)  "Aggregation Group" means

               (1)  two or more plans of an Employer or Affiliate, each

          of which:


                          (i)  has one or more Participants who are Key
               Employees, and/or

                         (ii)   enables  any  plan  described  in  Sub-
               paragraph  (i)  to  meet  the  requirements  of  Section
               401(a)(4)  or  Section 410 of the  Code,  plus,  at  the
               Company's election,

                (2)   any  other  plan or plans which, when  considered
          together  with  the plan or plans described in Paragraph  (1)
          satisfy  the requirements of Section 401(a)(4) and/or Section
          410 of the Code.
          


     (d)  "Employee" and "Key Employee" include their beneficiaries.



      (e)  "Top-Heavy Plan Year" means any Plan Year for which the Plan

is  a Top-Heavy Plan described in Section 16.3, such Section 16.3 to be

read  as incorporating the definitions supplied by Section 416  of  the

Code  and  the  regulations promulgated thereunder, and  those  of  any

successor statute thereto.



      (f)   "Section  415  Compensation"  means,  for  any  period,  an

individual's current Compensation from an Employer or an Affiliate  for

such  period, including those items listed in Paragraph (1)  of  Treas.

Reg.  Section 1.415-2(d), but excluding those items listed in Paragraph

(2) thereof.



          Section 16.2.  For any Top-Heavy Plan Year, the provisions of

Section  4.1(d), 5.1 and Article 9 shall apply only to the  extent  not

inconsistent with Sections 16.3 through 16.7 of the Plan.



           Section 16.3. (a)  Except as provided in Subsection (3), the

Plan is a Top-Heavy Plan for the Plan Year, if, as of the Determination

Date of such Plan Year:

                (1)   The  aggregate  of the Accrued  benefits  of  Key
          Employees under the Plan exceeds sixty percent (60%)  of  the
          Aggregate of the Accrued Benefits of all Employees under  the
          Plan  unless  the  Plan is a member of an  Aggregation  Group
          which  is  not an Aggregation Group described in Subparagraph
          (2)(B); or

               (2)  The Plan is a member of an Aggregation Group:

             (A) which is described in Section 16.1(c)(1),

               and

             (B) with respect to which the sum of:

                          (i)   the  present  value of  the  cumulative
               accrued benefits, of all Key Employees under all defined
               benefit plans within the Aggregation Group, and

                         (ii)  the aggregate of the account balances of
               all  Key Employees under all defined contribution  plans
               in the Aggregation Group --

             exceeds sixty percent (60%) of the sum of:

                          (i)   the  present  value of  the  cumulative
               accrued  benefits  of all Employees  under  all  defined
               benefit plans included in the Aggregation Group, and

                         (ii)   the  aggregate of the accounts  of  all
               Employees  under all defined contribution plans  in  the
               Aggregation Group.

                (3)  This Section 16.3 shall not apply if the Plan is a
          member  of  an  Aggregation Group other than  an  Aggregation
          Group  described  in Subparagraph (2)(B) of  this  Subsection
          (a).
          


     (b)  For purposes of this Section 16.3:

                (1)  the accrued benefit and/or account balance of  any
          Employee  who is not a Key Employee during the Plan Year  but
          who  was a Key Employee during the immediately preceding Plan
          Year shall be disregarded;

                (2)   the  present value of the accrued benefit  of  an
          Employee in a defined benefit plan or the account balance  of
          an  Employee  in  a  defined contribution plan  includes  any
          amount  distributed  with respect to the Employee  under  the
          plan   within  the  five  (5)  year  period  ending  on   the
          Determination Date;

                (3)   the  account balance of a Participant under  this
          Plan   as   of  any  Determination  Date  shall   equal   the
          Participant's account balance determined under Article  7  as
          of  the  Valuation  Date coinciding with  such  Determination
          Date.
          


           Section 16.4. (a)  Except as provided in Subsection (b), the

amount  of the Employer Contribution made on behalf of each Participant

who is not a Key Employee for any Plan Year for which the Plan is a Top-

Heavy Plan shall be at least equal to the lesser of:

                (1)   three percent (3%) of such Participant's  Section
          415 Compensation; or

                 (2)    the  percentage  of  Section  415  Compensation
          represented  by  the  Employer  Contributions  (inclusive  of
          Salary  Reduction Contributions) made on behalf  of  the  Key
          Employee  for  whom such percentage is the highest  for  such
          Plan  Year, determined by dividing the contribution  made  on
          behalf  of  each such Key Employee by so much of his  Section
          415  Compensation as does not exceed $200,000  (or  $150,000,
          effective  January 1, 1994), provided such  non-Key  Employee
          has not separated from service at the end of the Plan Year.
          


Such contributions remain fully nonforfeitable under any circumstances.



      (b)   Where  the  inclusion of this Plan in an Aggregation  Group

pursuant to Section 16.1(c)(1) enables a defined benefit plan described

in  Section 16.1(c)(1) to meet the requirements of Section 401(a)(4) or

Section  410  of  the Code, the minimum Employer Contribution  required

under  this  Section  16.4 shall be the amount specified  in  Paragraph

(a)(1) hereof.



      (c)   For  purposes of this Section 16.4, the amount of  Employer

Contributions deemed made on behalf of any Participant shall  be  equal

to  the  total Employer Contributions made pursuant to Section 5.1  and

allocated to his Account for the Plan Year.



           Section 16.5. (a)  Except as provided in Subsection (b), the

Compensation of a Key Employee which is taken into account for purposes

of  Section  5.1 and 4.6 of the Plan for any Top-Heavy Plan Year  shall

not exceed $200,000.



      (b)  The amount specified in Subsection (a) shall be adjusted  in

accordance with applicable cost-of-living adjustments prescribed by the

Secretary of the Treasury pursuant to Section 416(d)(2) of the Code.



           Section  16.6.   For  any Top-Heavy Plan  Year,  the  entire

interest of each Key Employee shall be distributed to him either:



      (a)   not  later  than the end of the taxable year  in  which  he

attains age seventy and one-half (70-1/2) or



      (b)   commencing within the time specified in Subsection (a)  and

continuing  over  the  life  of the Participant  or  the  life  of  the

Participant  and  his  spouse or over a certain  period  not  extending

beyond  the life expectancy of such Key Employee or the joint and  last

survivor life expectancy of such Key Employee and his spouse.



                              ARTICLE 17
                TERMINATED INVESTMENT AND SAVINGS PLAN
            FOR HOURLY EMPLOYEES AT STERLINGTON, LOUISIANA
                                   
                                   
           Effective April 16, 1992 the Investment and Savings Plan for

Hourly   Employees  at  Sterlington,  Louisiana  ("Savings  Plan")   is

terminated.   Assets  from  the trust for the  Savings  Plan  shall  be

distributed in accordance with the Savings Plan's procedure  for  final

valuation  of  Participants' Plan Accounts.  Those Participants  having

account  balances  of  less  than $3,500 and  those  Participants  with

account balances in excess of $3,500 who have consented to distribution

shall receive distributions in accordance with Savings Plan provisions.

After  such  distributions have been completed  the  remaining  account

balances  shall  be transferred from the terminated  Savings  Plan  and

merged into the trust for this Plan.  Participants still having account

balances  shall  be  given a one time election to have  their  Accounts

invested  in the Fixed Income Fund or the Money Market Fund or  50%  in

each.   Thereafter, distributions of Plan Accounts  shall  be  made  in

accordance with Section 8 of the Savings Plan.  Participants shall have

no   right   of  contribution  via  employee  pre-tax  or   after   tax

contributions to employer matching contributions.

          IN WITNESS WHEREOF, IMC Global Operations Inc. has caused its

corporate  seal  to be hereunto affixed by its officers thereunto  duly

authorized this 31st day of December, 1994.



                              IMC GLOBAL OPERATIONS INC.







                              By: Allen C. Miller

                                  ---------------------------







(Corporate Seal)





ATTEST:



Marschall I. Smith

---------------------------

EX-10.18

                                                          EXHIBIT 10.18
                         EMPLOYMENT AGREEMENT

                                   

 THIS AGREEMENT between IMC Global Inc., a Delaware corporation (the

"Company"), and -------------------("Executive"), is made as of the 1st

day of September, 1995, to become effective as provided below; and



                           WITNESSETH THAT:

                                   

 A.  The Company wishes to attract and retain well-qualified executive

and key personnel and to assure itself of the continuity of its

management.

 B.  Executive is an officer or other key executive of the Company with

significant management responsibilities in the conduct of its business.

 C.  The Company recognizes that Executive is a valuable resource of

the Company and the Company desires to be assured of the continued

services of Executive.

 D.  The Company is concerned that in the event of a possible or

threatened change in control of the Company, uncertainties necessarily

arise and Executive may have concerns about the continuation of his

employment status and responsibilities and may be approached by others

offering competing employment opportunities, and the Company therefore

desires to provide Executive assurance as to the continuation of his

employment status and responsibilities in such event.

 E.  The Company further desires to assure that, if a possible or

threatened change in control should arise and Executive should be

involved in deliberations or negotiations in connection therewith,

Executive would be in a secure position to consider and participate in

such transaction as objectively as possible in the best interests of

the Company and to this end desires to protect Executive from any

direct or implied threat to his financial well being.

 F.  Executive is willing to continue to serve as such but desires

assurance that in the event of such a change in control he will

continue to have the employment status and responsibilities he could

reasonably expect absent such event and that in the event this turns

out not to be the case he will have fair and reasonable severance

protection on the basis of his service to the Company to that time.

 NOW, THEREFORE, it is hereby agreed by and between the parties as

follows:



 1.   Operation of Agreement.  The "effective date of this Agreement"

shall be the date on which a change in control of the Company (as

described in Section 2) occurs.  This Agreement shall not become

effective, and the Company shall have no obligation hereunder, if the

employment of Executive with the Company shall terminate prior to a

change in control of the Company.  Executive shall have no right on

account of this Agreement to be retained in the employ of the Company

or to be retained in any particular position in the Company, unless and

until a change in control has occurred.



     2.   Change in Control.  The term "Change in Control" shall mean,
and be deemed to have occured as of the first day that any one or more
of the following conditions have been satisfied.

          (a)  the acquisition by any individual, entity or group (a
     "Person"), including any "person" within the meaning of Section 13
     (d)(3) or 14(d)(2) of the Exchange Act, of beneficial ownership
     within the meaning of Rule 13d-3 promulgated under the Exchange
     Act, of 15% or more of either (i) the then outstanding shares of
     common stock of the Company (the "Outstanding Company Common
     Stock") or, (ii) the combined voting power of the then outstanding
     securities of the Company entitled to vote generally in the
     election of directors (the "Outstanding Company Voting
     Securities"); excluding, however, the following:  (A) any
     acquisition directly from the Company (excluding any acquisition
     resulting from the exercise of an exercise, conversion or exchange
     privilege unless the security being so exercised, converted or
     exchanged was acquired directly from the Company); (B) any
     acquisition by the Company, (C) any acquisition by an employee
     benefit plan (or related trust) sponsored or maintained by the
     Company or any corporation controlled by the Company or (D) any
     acquisition by any corporation pursuant to a transaction which
     complies with clauses (i), (ii) and (iii) of subsection (3) of
     this definition;
     
          (b)  individuals who, as of the date hereof, constitute the
     Board of Directors (the "Incumbent Board") cease for any reason to
     constitute at least a majority of such Board; provided that any
     individual who becomes a director of the Company subsequent to the
     date hereof whose election, or nomination for election by the
     Company's stockholders, was approved by the vote of at least a
     majority of the directors then comprising the Incumbent Board
     shall be deemed a member of the Incumbent Board;  and provided
     further, that any individual who was initially elected as a
     director of the Company as a result of an actual or threatened
     election contest,
     as such terms are used in Rule 14a-11 of Regulation 14A
     promulgated under the Exchange Act, or any other actual or
     threatened solicitation of proxies or consents by or on behalf of
     any Person other than the Board shall not be deemed a member of
     the Incumbent Board;
     
          (c)  approval by the stockholders of the Company of a
     reorganization, merger or consolidation or sale or other
     disposition of all or substantially all of the assets of the
     Company (a "Corporate Transaction"); excluding, however, a
     Corporate Transaction pursuant to which (i) all or substantially
     all of the individuals or entities who are the beneficial owners,
     respectively, of the Outstanding Company Common Stock and the
     Outstanding Company Voting Securities immediately prior to such
     Corporate Transaction will beneficially own, directly or
     indirectly, more than 60% of, respectively, the outstanding shares
     of common stock, and the combined voting power of the outstanding
     securities of such corporation entitled to vote generally in the
     election of directors, as the case may be, of the corporation
     resulting from such Corporate Transaction (including, without
     limitation, a corporation which as a result of such transaction
     owns the Company or all or substantially all of the Company's
     assets either directly or indirectly) in substantially the same
     proportions relative to each other as their ownership, immediately
     prior to such Corporate Transaction, of the Outstanding Company
     Common Stock and the Outstanding Company Voting Securities, as the
     case may be, (ii) no Person (other than:  the Company;  the
     corporation resulting from such Corporate Transaction;  and any
     Person which beneficially owned, immediately prior to such
     Corporate Transaction, directly or indirectly, 25% or more of the
     Outstanding Company Common Stock of the corporation resulting from
     such Corporate Transaction or the combined voting power of the
     outstanding securities of such corporation entitled to vote
     generally in the election of directors, and (iii)  individuals who
     were members of the Incumbent Board will constitute at least a
     majority of the members of the Board of Directors of the
     corporation resulting from such Corporate Transaction; or
     
          (d)  approval by the stockholders of the Company of a plan of
     complete liquidation or dissolution of the Company.
     
    3.    Employment.  The Company hereby agrees to continue the

Executive in its employ, and the Executive hereby agrees to remain in

the employ of the Company, for the period commencing on the effective

date of this Agreement and ending on the earlier to occur of (a) the

last day of the month in which occurs the third anniversary of the

effective date of this Agreement or (b) the last day of the month in

which the Executive attains mandatory retirement age pursuant to the

terms of a mandatory retirement plan of the Company as such were in

effect and applicable to the Executive immediately prior to the

effective date of this Agreement (the "Employment Period").  During the

Employment Period, Executive shall exercise such position and authority

and perform such responsibilities as are commensurate with the position

and authority being exercised and duties being performed by the

Executive immediately prior to the effective date of this Agreement,

which services shall be performed at the location where the Executive

was employed immediately prior to the effective date of this Agreement

or at such other location as the Company may reasonably require;

provided that the Executive shall not be required to accept any such

other location that he deems unreasonable in the light of his personal

circumstances.



    4.    Compensation and Benefits.  During the Employment Period, the

Executive shall receive the following compensation and benefits:



    (a)  He shall receive an annual base salary which is not less
    than his annual base salary immediately prior to the effective
    date of this Agreement, with the opportunity for increases, from
    time to time thereafter which are in accordance with the
    Company's regular executive compensation practices.

    (b)  He shall be eligible to participate on a reasonable basis,
    and to continue his existing participation, in annual incentive,
    stock option, restricted stock, long-term incentive performance,
    and any other incentive compensation plan which provides
    opportunities to receive compensation in addition to his annual
    base salary which are the greater of (i) the opportunities
    provided by the Company for executives with comparable duties or
    (ii) the opportunities under any such plans in which he was
    participating immediately prior to the effective date of this
    Agreement.

    (c)     He shall be entitled to receive and participate in
  salaried employee benefits (including, but not limited to, medical,
  life and accident insurance, investment, stock ownership, and
  disability benefits) and perquisites which are the greater of (i)
  the employee benefits and perquisites provided by the Company to
  executives with comparable duties or (ii) the employee benefits and
  perquisites to which he was entitled or in which he participated
  immediately prior to the effective date of this Agreement.
  
    (d)  He shall be entitled to continue to accrue credited service
    for retirement benefits and to be entitled to receive retirement
    benefits under and pursuant to the terms of the Company's
    qualified retirement plan for salaried employees, the Company's
    supplemental executive retirement plan, and any successor or
    other retirement plan or agreement in effect on the effective
    date of this Agreement in respect of his retirement, whether or
    not a qualified plan or agreement, so that his aggregate monthly
    retirement benefit from all such plans and agreements (regardless
    when he begins to receive such benefit) will be not less than it
    would be had all such plans and agreements in effect immediately
    prior to the effective date of this Agreement continued to be in
    effect without change until and after he begins to receive such
    benefit.

    5.    Termination.  The term "Termination" shall mean termination,

prior to the expiration of the Employment Period, of the employment of

the Executive with the Company for any reason other than death,

disability (as described below), cause (as described below), or

voluntary resignation (as described below).



    (a)  The term "disability" means physical or mental incapacity
    qualifying the Executive for long-term disability under the
    Company's long-term disability plan.

    (b)     The term "cause" means (i) the willful and continued
  failure of the Executive substantially to perform his duties with
  the Company (other than any failure due to physical or mental
  incapacity) after a demand for substantial performance is delivered
  to him by the Board of Directors which specifically identifies the
  manner in which the Board believes he has not substantially
  performed his duties or (ii) willful misconduct materially and
  demonstrably injurious to the Company.  No act or failure to act by
  the Executive shall be considered "willful" unless done or omitted
  to be done by him not in good faith and without reasonable belief
  that his action or omission was in the best interest of the
  Company.  The unwillingness of the Executive to accept any or all
  of a change in the nature or scope of his position, authorities or
  duties, a reduction in his total compensation or benefits, a
  relocation that he deems unreasonable in light of his personal
  circumstances, or other action by or request of the Company in
  respect of his position, authority, or responsibility that he
  reasonably deems to be contrary to this Agreement, may not be
  considered by the Board of Directors to be a failure to perform or
  misconduct by the Executive.  Notwithstanding the foregoing, the
  Executive shall not be deemed to have been terminated for cause for
  purposes of this Agreement unless and until there shall have been
  delivered to him a copy of a resolution, duly adopted by a vote of
  three-quarters of the entire Board of Directors of the Company at a
  meeting of the Board called and held (after reasonable notice to
  the Executive and an opportunity for the Executive and his counsel
  to be heard before the Board) for the purpose of considering
  whether the Executive has been guilty of such a willful failure to
  perform or such willful misconduct as justifies termination for
  cause hereunder, finding that in the good faith opinion of the
  Board the Executive has been guilty thereof and specifying the
  particulars thereof.
  
    (c)  The resignation of the Executive shall be deemed
  "voluntary" if it is for any reason other than one or more
  of the following:

                 (i) The Executive's resignation or retirement (other
           than mandatory retirement, as aforesaid) is requested by
           the Company other than for cause;

                (ii) Any other significant change in the nature or
           scope of the Executive's position, authorities or duties
           from those described in Section 3;

                (iii)     Any other reduction in his total
           compensation or benefits from that provided in Section 4;

                (iv) The breach by the Company of any other provision
           of this Agreement; or

                (v)      The reasonable determination by the
          Executive that, as a result of a change in control of the
          Company and a change in circumstances thereafter
          significantly affecting his position, he is unable to
          exercise the authorities and responsibilities attached to
          his position and contemplated by Section 3.

    (d)  Termination that entitles the Executive to the payments and
    benefits provided in Section 6 shall not be deemed or treated by
    the Company as the termination of the Executive's employment or
    the forfeiture of his participation, award, or eligibility for
    the purpose of any plan, practice or agreement of the Company
    referred to in Section 4.

    6.    Termination Payments and Benefits.  In the event of and

within 30 days following Termination, the Company shall pay to the

Executive:



    (a)  His base salary and all other benefits due him as if he had
    remained an employee pursuant to this Agreement through the
    remainder of the month in which Termination occurs less
    applicable withholding taxes and other authorized payroll
    deductions;

    (b)  The amount equal to the target award for the Executive under
    the Company's annual incentive compensation plan for the fiscal
    year in which Termination occurs, reduced pro rata for that
    portion of the fiscal year not completed as of the end of the
    month in which Termination occurs, provided that if the Executive
    has deferred his award for such year under the plan, the payment
    due the Executive under this Paragraph (b) shall be paid in
    accordance with the terms of the deferral; and

    (c)     A lump sum severance allowance in an amount which
    is equal to the sum of the amounts    determined in
    accordance with the following subparagraphs  (i) and
    (ii):
  
               (i)  an amount equivalent to three times his annual
          base salary at the rate in effect immediately prior to
          Termination; and

               (ii) an amount equivalent to three times the average
          of the annual incentive compensation received or deferred
          by the Executive for the three fiscal years immediately
          prior to the fiscal year in which Termination occurs.

    7.    Non-Competition and Confidentiality.  The Executive agrees that:



    (a)  there shall be no obligation on the part of the Company to
    provide any further payments or benefits (other than payments or
    benefits already earned or accrued) described in Section 6 if,
    when, and so long as the Executive shall be employed by or
    otherwise engage in any business which is competitive with any
    business of the Company or of any of its subsidiaries, as such
    business existed as of the effective date of this Agreement, in
    which the Executive was engaged during his employment, and if
    such employment or activity is likely to cause or causes serious
    damage to the Company or any of its subsidiaries; and

    (b)  during and after the Employment Period, he will not divulge
    or appropriate to his own use or the use of others any secret or
    confidential information pertaining to the business of the
    Company or any of its subsidiaries obtained during his employment
    by the Company, it being understood that this obligation shall
    not apply when and to the extent any of such information becomes
    publicly known or available other than because of his act or
    omission.

    8.    Arrangements Not Exclusive or Limiting.  The specific

arrangements referred to herein are not intended to exclude or limit

Executive's participation in other benefits available to executive

personnel generally, or to preclude or limit other compensation or

benefits as may be authorized by the Board of Directors of the Company

at any time, or to limit or reduce any compensation or benefit to which

Executive would be entitled but for this Agreement.



    9.    Enforcement Costs.  The Company is aware that upon the

occurrence of a change in control, the Board of Directors or a

stockholder of the Company may then cause or attempt to cause the

Company to refuse to comply with its obligations under this Agreement,

or may cause or attempt to cause the Company to institute, or may

institute, litigation seeking to have this Agreement declared

unenforceable, or may take, or attempt to take, other action to deny

Executive the benefits intended under this Agreement.  In these

circumstances, the purpose of this Agreement could be frustrated.  It

is the intent of the parties that Executive not be required to incur

the legal fees and expenses associated with the protection or

enforcement of his rights under this Agreement by litigation or other

legal action because such costs would substantially detract from the

benefits intended to be extended to Executive hereunder, nor be bound

to negotiate any settlement of his rights hereunder under threat of

incurring such costs.  Accordingly, if at any time after the effective

date of this Agreement, it should appear to Executive that the Company

is or has acted contrary to or is failing or has failed to comply with

any of its obligations under this Agreement for the reason that it

regards this Agreement to be void or unenforceable or for any other

reason, or that the Company has purported to terminate his employment

for cause or is in the course of doing so in either case contrary to

this Agreement, or in the event that the Company or any other person

takes any action to declare this Agreement void or unenforceable, or

institutes any litigation or other legal action designed to deny,

diminish or to recover from Executive the benefits provided or intended

to be provided to him hereunder, and the Executive has acted in good

faith to perform his obligations under this Agreement, the Company

irrevocably authorizes Executive from time to time to retain counsel of

his choice at the expense of the Company to represent him in connection

with the protection and enforcement of his rights hereunder, including

without limitation representation in connection with termination of his

employment contrary to this Agreement or with the initiation or defense

of any litigation or other legal action, whether by or against the

Executive or the Company or any director, officer, stockholder or other

person affiliated with the Company, in any jurisdiction.  The

reasonable fees and expenses of counsel selected from time to time by

Executive as hereinabove provided shall be paid or reimbursed to

Executive by the Company on a regular, periodic basis upon presentation

by Executive of a statement or statements prepared by such counsel in

accordance with its customary practices, up to a maximum aggregate

amount of $200,000.  Counsel so retained by Executive may be counsel

representing other officers or key executives of the Company in

connection with the protection and enforcement of their rights under

similar agreements between them and the Company, and, unless in his

sole judgment use of common counsel could be prejudicial to him or

would not be likely to reduce the fees and expenses chargeable

hereunder to the Company, the Executive agrees to use his best efforts

to agree with such other officers or executives to retain common

counsel.



    10.   Notices.  Any notices, requests, demands and other

communications provided for by this Agreement shall be in writing and

personally delivered by hand or sent by registered or certified mail,

if to the Executive, to him at the last address he has filed in writing

with the Company or, if to the Company, to its corporate secretary at

its principal executive office.



    11.   Non-Alienation.  The Executive shall not have any right to

pledge, hypothecate, anticipate, or in any way create a lien upon any

amounts provided under this Agreement, and no payments or benefits due

hereunder shall be assignable in anticipation of payment either by

voluntary or involuntary acts or by operation of law.  So long as the

Executive lives, no person, other than the parties hereto, shall have

any rights under or interest in this Agreement or the subject matter

hereof.



    12.   Entire Agreement; Amendment.  This Agreement constitutes the

entire agreement superseding any prior agreement of the parties in

respect of the subject matter hereof.  No provision of this Agreement

may be amended, waived, or discharged except by the mutual written

agreement of the parties.  The consent of any other person to any such

amendment, waiver or discharge shall not be required.



    13.   Successors and Assigns.  This Agreement shall be binding upon

and inure to the benefit of the Company, its successors or assigns, by

operation of law or otherwise, including without limitation any

corporation or other entity or person which shall succeed (whether

direct or indirect, by purchase, merger, consolidation, or otherwise)

to all or substantially all of the business and/or assets of the

Company, and the Company will require any successor, by agreement in

form and substance satisfactory to Executive, expressly to assume and

agree to perform this Agreement.  Except as otherwise provided herein

this Agreement shall be binding upon and inure to the benefit of

Executive and his legal representatives, heirs, and assigns, provided,

however, that in the event of Executive's death prior to payment or

distribution of all amounts, distributions, and benefits due him

hereunder, each such unpaid amount and distribution shall be paid in

accordance with this Agreement to the person or persons designated by

Executive to the Company to receive such payment or distribution and in

the event Executive has made no applicable designation, to the person

or persons designated by Executive as the beneficiary or beneficiaries

of proceeds of life insurance payable in the event of Executive's death

under the Company's group life insurance plan.



    14.   Governing Law.  Except to the extent required to be governed

by the law of the State of Delaware because the Company is incorporated

under the laws of that state, the validity, interpretation, and

enforcement of this Agreement shall be governed by the law of whichever

of the State of Illinois or the State of Delaware that to the greater

extent permits or does not prevent the enforcement of this Agreement in

accordance with its terms.



    15.   Severability.  In the event that any provision or portion of

this Agreement shall be determined to be invalid or unenforceable for

any reason, the remaining provisions of this Agreement shall be

unaffected thereby and shall remain in full force and effect.



    16.   Counterparts.  This Agreement may be executed in one or more

counterparts, each of which shall be deemed to be an original but all

of which together constitute one and the same instrument.



    IN WITNESS WHEREOF, the Executive has hereunto set his hand and,

pursuant to the authorization from its Board of Directors, the Company has

caused these presents to be executed in its name on its behalf, and its

corporate seal to be hereunto affixed and attested by its Secretary or

Assistant Secretary, all as of the day and year first shown above written.






                         ------------------------
                                  Executive



                         IMC GLOBAL INC.



     (seal)              By:
                            ------------------------------------
                            Chairman and Chief Executive Officer

ATTEST


By:
   ---------------------------
              Secretary

EX-10.20

                                                          EXHIBIT 10.20



September 1, 1995





Dear ---------------------:

This Agreement is to assure you that in the event you become entitled
to payments by operation of the Employment Agreement dated September 1,
1995 ("Employment Agreement") between you and IMC Global Inc.
("Global") due to a "Change in Control" (as that term is defined in
Attachment A to this Agreement) of Global, and if any of the payments
to be made under the Employment Agreement or any payments which are
construed as being made under the Employment Agreement, ("Agreement
Payments") will be subject to the tax ("Excise Tax") imposed by Section
4999 of the Internal Revenue Code of 1986, as amended ("Code") (or any
similar tax that may hereafter be imposed), Global shall pay to you at
the time specified in Paragraph (c) below an additional amount ("Gross-
up Payment") such that the net amount retained by you, after deduction
of any Excise Tax on the Total Payments (as hereinafter defined) and
any federal, state and local income tax and Excise Tax upon the Gross-
up payment provided for by this paragraph, but before deduction for any
federal, state or local income tax on the Agreement Payments, shall be
equal to the Total Payments.

      a)  For purposes of determining whether any of the Agreement
Payments will be subject to the Excise Tax and the amount of such
Excise Tax, (i) any other payments or benefits received or to be
received by you in connection with a change in control (as that term
is defined in Attachment A) of Global or your termination of
employment (whether pursuant to the terms of this Agreement or any
other plan, arrangement or agreement with Global, any person whose
actions result in a change of control of Global or any person
affiliated with Global or such person) (which, together with the
Agreement Payments, shall constitute the "Total Payments") shall be
treated as "parachute payments" within the meaning of Section
280G(b)(2) of the Code, and all "excess parachute payments" within
the meaning of Section 280G(b)(1) of the Code shall be treated as
subject to the Excise Tax, unless in the opinion of tax counsel
selected by Global's independent auditors such other payments or
benefits (in whole or in part) do not constitute parachute payments,
or such excess parachute payments (in whole or in part) represent
reasonable compensation for services actually rendered within the
meaning of Section 280G(b)(4) of the Code in excess of the base
amount within the meaning of Section 280G(b)(3) of the Code or are
otherwise not subject to the Excise Tax, (ii) the amount of the
September 1, 1995
Page 2


Total Payments which shall be treated as subject to the Excise Tax
shall be equal to the lesser of (a) the total amount of the Total
Payments or (b) the amount of excess parachute payments within the
meaning of, Section 280G(b)(1) of the Code (after applying clause
(i), above), and (iii) the value of any non-cash benefits or any
deferred payment or benefit shall be determined by Global's
independent auditors in accordance with the principles of Sections
280G(d)(3)  and (4) of the Code.

      b)  For purpose of determining the amount of the Gross-up
Payment, you shall be deemed to pay federal income taxes at the
highest marginal rate of federal income taxation for the calendar
year in which the Gross-up Payment is to be made and the applicable
state and local income taxes at the highest marginal rate of
taxation for the calendar year in which the Gross-up Payment is to
be made, net of the maximum reduction in federal income taxes which
could be obtained from deduction of such state and local taxes.  In
the event that the Excise Tax is subsequently determined to be less
than the amount taken into account hereunder at the time the Gross-
up Payment is made, you shall repay to Global at the time that the
amount of such reduction in Excise Tax is finally determined the
portion of the Gross-up Payment attributable to such reduction (plus
the portion of the Gross-up Payment attributable to the Excise Tax
and federal and state and local income tax imposed on the portion of
the Gross-up Payment being repaid by you if such repayment results
in a reduction in Excise Tax and/or a federal and state and local
income tax deduction), plus interest on the amount of such repayment
at 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 at the time the Gross-up Payment is made
(including by reason of any payment the existence or amount of which
cannot be determined at the time of the Gross-up Payment), Global
shall make an additional Gross-up Payment in respect of such excess
(plus any interest payable with respect of such excess) at the time
that the amount of such excess is finally determined.

      c)  The Gross-up Payment or portion thereof provided for in
Paragraphs (a) and (b) above shall be paid not later than the
thirtieth day following payment of any amounts under your Employment
Agreement, provided, however, that if the amount of such Gross-up
Payment or portion thereof cannot be finally determined on or before
such day, Global shall pay to you on such day an estimate, as
determined in good faith by Global, of the minimum amount of such
payments and shall pay the remainder of such payments (together with
interest at the rate provided in Section 1274(b)(2)(B) of the Code)
as soon as the amount thereof can be determined, but in no event
September 1, 1995
Page 3


later than the forty-fifth day after payment of any amounts under
the Employment Agreement.

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 Global to you, payable on the fifth day after
demand by Global (together with interest at the rate provided in
Section 1274 (b)(2)(B) of the Code).

All Gross-up Payments will be paid to you from the Trust Agreement
between IMC Fertilizer, Inc. and Wachovia Bank Trust Company, N.A.
which has been established to protect payment obligations of Global
under this Agreement.  Any repayment due Global from you as a result
of the circumstances described in the last sentence of the preceding
paragraph shall be made by you after you have received such excess
amounts from the Trust.

This Agreement supersedes all previous agreements entered into
between you and Global concerning Gross-up Payments.

Global is pleased to be able to provide you with this additional
assurance of economic protection in the event of a change in
control.

Please sign, date and return one original of this letter.

Sincerely yours,



Wendell F. Bueche
Chairman and Chief Executive Officer



I have read this Agreement and
understand and accept its terms.



Executive
Date-------------------------
September 1, 1995
Page 4


                             ATTACHMENT A
                                   
                   DEFINITION OF A CHANGE IN CONTROL
                                   
"Change in Control" shall mean, and be deemed to have occurred as of
the first day that any one or more of the following conditions have
been satisfied.

          (1)  the acquisition by any individual, entity or group (a
     "Person"), including any "person" within the meaning of Section 13
     (d)(3) or 14(d)(2) of the Exchange Act, of beneficial ownership
     within the meaning of Rule 13d-3 promulgated under the Exchange
     Act, of 15% or more of either (i) the then outstanding shares of
     common stock of the Company (the "Outstanding Company Common
     Stock") or, (ii) the combined voting power of the then outstanding
     securities of the Company entitled to vote generally in the
     election of directors (the "Outstanding Company Voting
     Securities"); excluding, however, the following:  (A) any
     acquisition directly from the Company (excluding any acquisition
     resulting from the exercise of an exercise, conversion or exchange
     privilege unless the security being so exercised, converted or
     exchanged was acquired directly from the Company); (B) any
     acquisition by the Company, (C) any acquisition by an employee
     benefit plan (or related trust) sponsored or maintained by the
     Company or any corporation controlled by the Company or (D) any
     acquisition by any corporation pursuant to a transaction which
     complies with clauses (i), (ii) and (iii) of subsection (3) of
     this definition;
     
     
          (2)  individuals who, as of the date hereof, constitute the
     Board of Directors (the "Incumbent Board") cease for any reason to
     constitute at least a majority of such Board; provided that any
     individual who becomes a director of the Company subsequent to the
     date hereof whose election, or nomination for election by the
     Company's stockholders, was approved by the vote of at least a
     majority of the directors then comprising the Incumbent Board
     shall be deemed a member of the Incumbent Board;  and provided
     further, that any individual who was initially elected as a
     director of the Company as a result of an actual or threatened
     election contest,
     as such terms are used in Rule 14a-11 of Regulation 14A
     promulgated under the Exchange Act, or any other actual or
     threatened solicitation of proxies or consents by or on behalf of
     any Person other than the Board shall not be deemed a member of
     the Incumbent Board;
     
     September 1, 1995
     Page 5
     
     
          (3)  approval by the stockholders of the Company of a
     reorganization, merger or consolidation or sale or other
     disposition of all or substantially all of the assets of the
     Company (a "Corporate Transaction"); excluding, however, a
     Corporate Transaction pursuant to which (i) all or substantially
     all of the individuals or entities who are the beneficial owners,
     respectively, of the Outstanding Company Common Stock and the
     Outstanding Company Voting Securities immediately prior to such
     Corporate Transaction will beneficially own, directly or
     indirectly, more than 60% of, respectively, the outstanding shares
     of common stock, and the combined voting power of the outstanding
     securities of such corporation entitled to vote generally in the
     election of directors, as the case may be, of the corporation
     resulting from such Corporate Transaction (including, without
     limitation, a corporation which as a result of such transaction
     owns the Company or all or substantially all of the Company's
     assets either directly or indirectly) in substantially the same
     proportions relative to each other as their ownership, immediately
     prior to such Corporate Transaction, of the Outstanding Company
     Common Stock and the Outstanding Company Voting Securities, as the
     case may be, (ii) no Person (other than:  the Company;  the
     corporation resulting from such Corporation Transaction;  and any
     Person which beneficially owned, immediately prior to such
     Corporate Transaction, directly or indirectly, 25% or more of the
     Outstanding Company Common Stock of the corporation resulting from
     such Corporate Transaction or the combined voting power of the
     outstanding securities of such corporation entitled to vote
     generally in the election of directors, and (iii)  individuals who
     were members of the Incumbent Board will constitute at least a
     majority of the members of the Board of Directors of the
     corporation resulting from such Corporate Transaction; or
     
          (4)  approval by the stockholders of the Company of a plan of
     complete liquidation or dissolution of the Company.
     
     

EX-10.29

                                                          EXHIBIT 10.29

                                                                       

                                                         EXECUTION COPY



                      AMENDED AND RESTATED



                     PARTNERSHIP AGREEMENT

                             among

                     IMC-Agrico GP Company


                  Agrico, Limited Partnership

                              and

                      IMC-Agrico MP, Inc.


                    Dated as of July 1, 1993

            (as further amended and restated as of
                         May 26, 1995)


                           TABLE OF CONTENTS
                                                              Page

                              ARTICLE I.
                                   
Definitions                                                     7

                              ARTICLE II.
                                   
Partnership, Name, Purposes, Powers, Authority to
Bind Partnership, Partnership Property,
Other and/or Competing Businesses,
Principal Place of Business; Registered Office and Agent        8

   2.01  Partnership                                           8
   2.02  Name                                                  9
   2.03  Purposes                                             10
   2.04  Powers of the Partnership                            13
   2.05  Partner's Authority                                  13
   2.06  Managing Partner; Operating Partner; Change in
           Operating Partner; Authority to Bind Partnership   14
   2.07  Partnership Property                                 16
   2.08  Other and/or Competing Businesses                    16
   2.09  Principal Place of Business; Registered Office
           and Agent                                          24
                                   
                             ARTICLE III.

Contributions to the Partnership                               24

   3.01  Initial Contributions                                24
   3.02  Additional Contributions                             25
   3.03  Failure to Contribute                                26
   3.04  Assumption of Liabilities Under Contribution
           Agreement                                          29
   3.05  Subsequent Capital Contribution                      29
   
                              ARTICLE IV.

Interests of Partners                                          30
   
   4.01  Interests of Partners                                30
   4.02  Capital Accounts                                     31
   4.03  Interest on Capital Accounts                         33
   4.04  Loans from Partners                                  34
   4.05  Transferred Capital Accounts                         34
                           TABLE OF CONTENTS
                              (continued
                                                              Page
                              ARTICLE V.
Profit and Loss Sharing;
Allocations for Federal, State and
Local Income Tax Purposes; Cash Distributions;
Suspended Distributions; Reimbursement for Transaction Costs   35
   5.01  Allocation of Profits and Losses                     35
   5.02  Special Allocations                                  35
   5.03  Tax Allocations                                      37
   5.04  Interim Closing of the Books on Transfer             39
   5.05  Disagreement Between Partners                        39
   5.06  Obligations with Respect to Distributable Cash       40
   5.07  Distribution of Distributable Cash; Suspended
           Distributions                                      40
   5.08  Payment of Transaction Costs                         44
   
                              ARTICLE VI.
                                   
Management                                                     45
   6.01  Operation                                            45
   6.02  General Powers of the Managing Partner               46
   6.03  Limitations on the Partners; Relations Among
           Partners                                           48
   6.04  Policy Committee                                     49
   6.05  Rules of Procedure                                   56
   6.06  Further Management Limitations                       56
   6.07  Major Decisions                                      56
   6.08  Management of Certain Environmental Liabilities      64
   
ARTICLE VII.

Encumbrance or Transfer of Partnership Interest                65
   7.01  Transfer of Partnership Interest Generally           65
   7.02  Transfers of Partnership Interests                   66
   7.03  Liens                                                70
   7.04  Transfers Upon Triggering Events                     71
   7.05  Interests in Managing Partner                        75
   7.06  Certain Conditions of Certain Transfers              75
   
ARTICLE VIII.

Other Rights of, Duties and Restrictions on the Partners       76
   
   8.01  Indemnification                                      76
   8.02  Contribution                                         77
                           TABLE OF CONTENTS
                              (continued
                                                              Page
   8.03  Continuing Liability of Withdrawn Partner            78
   8.04  Breach of Parent Agreement                           79
   
                              ARTICLE IX.

Certain Operational Provisions                                 79
   9.01  Financial, Accounting, and Banking Matters           79
   9.02  Budget and Approval Authorities                      80
   9.03  Insurance                                            82
   9.04  Financial and Other Information                      83
   9.05  Qualifying Income                                    87
   9.06  Work Force; Employee Benefits                        89
   9.07  Emergency Expenditures; Compliance with Law          93
   9.08  No Action Contrary to Contracts or Applicable
           Law                                                94
   9.09  Licenses and Permits                                 96
   9.10  Litigation                                           97
   9.11  Payment and Reimbursement of Expenses; Handling
           of Partnership Bank Accounts and Funds             97
   9.12  Transactions with Affiliates                        101
   9.13  No Shifting of Cash Flow                            103
   
                              ARTICLE X.
   
Accounting Records; Tax Matters                               104
   10.01  Books and Records                                  104
   10.02  Inspection of Books and Records                    105
   10.03  Accounting and Taxable Year                        106
   10.04  Partnership Tax Returns                            107
   10.05  Partnership Taxes                                  107
   10.06  Tax Matters Partner                                108
   10.07  Duties of the Tax Matters Partner                  108
   10.08  Partnership Status; Elections                      109
   10.09  Tax Reporting                                      110
   10.10  Tax Oversight                                      112
   
                              ARTICLE XI.
                                   
Term                                                          114
   11.01  Term                                               114
   11.02  Purchase Option Upon Scheduled Expiration of
            the Term                                         114
   
   
                           TABLE OF CONTENTS
                              (continued
                                                              Page
                             ARTICLE XII.
Dissolution and Winding-Up                                    116

   12.01  Dissolution                                        116
   12.02  Winding-Up                                         120
   12.03  Accounting on Dissolution                          120
   12.04  Accounting; Allocations of Residual Net Profits
            and Residual Net Loss After Dissolutions         121
   12.05  Application of Article V in Year of Dissolution    121
   12.06  Conversion of Assets to Cash                       122
   12.07  Distributions in Liquidation                       123
   12.08  Compliance with Treasury Regulations               124
   12.09  Deficit Capital Account Restoration Obligation     125
   12.10  Section 708 Termination                            125
   12.11  Continuation of the Partnership                    126
   12.12  Waiver of Certain Rights                           127
   
                             ARTICLE XIII.

Miscellaneous Provisions                                      127
   
   13.01  Force Majeure                                      127
   13.02  Limitation of Liability of Partners                129
   13.03  Assignment                                         130
   13.04  Notices                                            131
   13.05  Governing Law                                      133
   13.06  Choice of Forum                                    133
   13.07  Consent to Jurisdiction                            133
   13.08  Waiver of Jury Trial                               135
   13.09  Entire Agreement                                   135
   13.10  Execution in Counterparts                          136
   13.11  Remedies and Waiver                                136
   13.12  Headings                                           137
   13.13  Third Party Beneficiaries                          137
   13.14  Further Assurances                                 137
   13.15  Power of Attorney                                  137
   13.16  Public Announcements                               138
   
              AMENDED AND RESTATED PARTNERSHIP AGREEMENT







     THIS AMENDED AND RESTATED PARTNERSHIP AGREEMENT (this "Agreement")

was  made  as  of  12:01 a.m. (CDT) on the 1st day of  July,  1993  and

further  amended and restated as of the 26th day of May,  1995  by  and

among  (i)  IMC-Agrico GP Company ("IMC GPCo"), a Delaware  corporation

and   a  subsidiary  of  IMC  GLOBAL  OPERATIONS  INC.  (formerly   IMC

Fertilizer, Inc.), a Delaware corporation ("Operations"), (ii)  Agrico,

Limited Partnership (the "FRP Partner"), a Delaware limited partnership

of  which  FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED  PARTNERSHIP,  a

Delaware  limited partnership ("FRP"), owns a 99.8% limited partnership

interest and Agrico, Inc., a Delaware corporation ("FRP GPCo"), owns  a

0.2%  general  partnership  interest, (iii) IMC-Agrico  MP,  Inc.  (the

"Managing Partner"), a Delaware corporation, and (iv) Operations.

                                   

                           R E C I T A L S:



      WHEREAS,  IMC  GPCo,  the FRP Partner and  the  Managing  Partner

entered  into and formed a general partnership under the Act to  engage

in the Phosphate Chemicals Business pursuant to a Partnership Agreement

dated as of June 29, 1993 (the "Original Agreement"); and



      WHEREAS,  IMC  GPCo,  the FRP Partner and  the  Managing  Partner

amended and restated the Original Agreement as of July 1, 1993;



     WHEREAS, the parties hereto have approved and consented to (i) (a)

the  voluntary  complete liquidation and dissolution of  IMC  GPCo,  in

accordance  with the General Corporation Law of the State  of  Delaware

("Delaware Law"), (b) the admission of Operations as a Partner  in  the

Partnership  in  accordance with the terms of this Agreement,  (c)  the

assumption  by  Operations (A) as of the date hereof,  of  80%  of  all

obligations  of IMC GPCo incurred by IMC GPCo (x) as a general  partner

of  the  Partnership and (y) pursuant to the terms of  the  Partnership

Agreement,  and  (B)  upon  the  completion  of  such  liquidation  and

dissolution of IMC GPCo, of all remaining obligations of IMC GPCo,  (d)

the  transfer  to  Operations  of the assets,  properties,  rights  and

interests  of  IMC  GPCo and (e) the repurchase  by  IMC  GPCo  of  the

preferred  stock  of  IMC  GPCo owned by the Managing  Partner  at  its

liquidation  value, in each case in accordance with the  Agreement  and

Plan  of Complete Liquidation and Dissolution dated as of May 26,  1995

(the  "IMC  GPCo Plan of Liquidation") and (ii) (a) the liquidation  of

FRP  GPCo  or  the  merger of FRP GPCo with and into Freeport  Chemical

Company, a Delaware corporation ("FCC"), and the liquidation of FCC  or

the  merger  of  FCC with and into Freeport-McMoRan  Inc.,  a  Delaware

corporation  ("FTX"),  in  each  case  in  accordance  with   the   FRP

GPCo/FCC/FTX  Merger Documents (the "FRP GPCo/FCC/FTX  Mergers"),  with

the  result  that  FTX  shall  become the owner  of  the  0.2%  general

partnership  interest in the FRP Partner owned by FRP GPCo  immediately

prior to the FRP GPCo/FCC/FTX Mergers and shall have assumed as of  the

date of the completion of such mergers all obligations of FRP GPCo  and

FCC,  (b) the repurchase by FRP GPCo of the preferred stock of FRP GPCo

owned  by the Managing Partner at its liquidation value and (c) at  the

option  of FTX and FRP, the merger, liquidation or dissolution  of  the

FRP  Partner under Delaware Law in the future (or the transfer  by  the

FRP Partner of its Partnership Interests to FRP or an Affiliate of FRP)

and  the  admission of FRP or an Affiliate of FRP as a Partner  in  the

Partnership,  in  each  case in accordance  with  this  Agreement,  the

Amended  and Restated Parent Agreement dated as of May 26,  1995  among

Operations,  FRP,  FTX  and  IMC-Agrico  Company,  a  Delaware  general

partnership  (the  "Parent Agreement"), and the Amendment,  Waiver  and

Consent  Agreement dated as of May 26, 1995 among IMC  Global  Inc.,  a

Delaware  corporation ("Global"), Operations, IMC  GPCo,  the  Managing

Partner,  IMC-Agrico  Company,  FTX,  FRP  and  the  FRP  Partner  (the

"Amendment, Waiver and Consent Agreement");



      WHEREAS,  the above described transactions are to be accomplished

in the following manner:

      (i)  with respect to the liquidation and dissolution of IMC GPCo,

80%  of  the  interests of IMC GPCo shall be transferred to  Operations

effective as of May 26, 1995 (except that 100% of IMC GPCo's 50% common

stock  interest  in  the  Managing  Partner  shall  be  transferred  to

Operations as of May 26, 1995 and the preferred stock of IMC GPCo owned

by  the  Managing  Partner shall be repurchased  by  IMC  GPCo  at  its

liquidation value as of May 26, 1995 (the "Initial IMC GPCo Liquidating

Distribution"),  with the remaining 20% of such interests  (other  than

IMC  GPCo's  common  stock  interest in the  Managing  Partner)  to  be

transferred   to   Operations   (the  "Final   IMC   GPCo   Liquidating

Distribution") in accordance with the following time schedule  and  the

terms of the IMC GPCo Plan of Liquidation:



     (A) if (x) FTX and FRP elect by written notice to the Partners and

     the  Partnership, after November 30, 1995 and on or prior to  June

     4,  1996, to cause the merger, liquidation or dissolution  of  the

     FRP Partner (or the transfer by the FRP Partner of its Partnership

     Interests  to FRP or an Affiliate of FRP) as contemplated  by  the

     Amendment,  Waiver  and Consent Agreement  and  (y)  such  merger,

     liquidation or dissolution of the FRP Partner (or such transfer of

     its  Partnership Interests) is completed not earlier than June  5,

     1996  and  not  later  than  June 15, 1996,  the  Final  IMC  GPCo

     Liquidating  Distribution  shall  be  undertaken  promptly   after

     June 22, 1997;



     (B)   if  (x) FTX and FRP elect by written notice to the  Partners

     and  the  Partnership, after November 30, 1995 and on or prior  to

     June  4, 1996, to cause the merger, liquidation or dissolution  of

     the  FRP  Partner  (or  the transfer by the  FRP  Partner  of  its

     Partnership  Interests  to  FRP  or  an  Affiliate  of   FRP)   as

     contemplated  by the Amendment, Waiver and Consent Agreement,  but

     (y) such merger, liquidation or dissolution of the FRP Partner (or

     such  transfer of its Partnership Interests) is not  completed  by

     June  15, 1996, the Final IMC GPCo Liquidating Distribution  shall

     be  undertaken after June 15, 1996 and shall be completed no later

     than June 30, 1996; and



     (C)   if FTX and FRP do not elect, after November 30, 1995 and  on

     or  prior  to  June 4, 1996, to cause the merger,  liquidation  or

     dissolution of the FRP Partner (or the transfer by the FRP Partner

     of  its  Partnership Interests to FRP or an Affiliate of  FRP)  as

     contemplated  by the Amendment, Waiver and Consent Agreement,  the

     Final  IMC GPCo Liquidating Distribution shall be undertaken after

     June 4, 1996 and shall be completed by June 30, 1996; and



       (ii)  with  respect  to  the  optional  merger,  liquidation  or

dissolution  of  the  FRP Partner (or the transfer of  its  Partnership

Interests), such option may be exercised in accordance with  the  terms

of this Agreement and the Amendment Waiver and Consent Agreement at any

time  after November 30, 1995 and on or prior to June 4, 1996; provided

that  if FTX and FRP exercise such option on or prior to June 4,  1996,

their right to cause such merger, liquidation or dissolution of the FRP

Partner  (or such transfer of its Partnership Interests) at  that  time

will be forfeited unless such merger, liquidation or dissolution of the

FRP  Partner  (or  such  transfer  of  its  Partnership  Interests)  is

completed  not  earlier than June 5, 1996 and not later than  June  15,

1996;  provided, further, that if after November 30,  1995  and  on  or

prior  to  June  4,  1996 FTX and FRP exercise such  option,  but  such

merger, liquidation or dissolution of the FRP Partner (or such transfer

of  its Partnership Interests) is not completed on or prior to June 15,

1996,  FTX and FRP will have an additional option to cause such merger,

liquidation or dissolution of the FRP Partner (or such transfer of  its

Partnership  Interests) at any time after July 15, 1997; and  provided,

further,  that if after November 30, 1995 and on or prior  to  June  4,

1996,  FTX  and FRP do not exercise their option to cause such  merger,

liquidation or dissolution of the FRP Partner (or such transfer of  its

Partnership  Interests), FTX and FRP will have the  right  to  exercise

such option at any time after July 15, 1997;



provided,  however  that,  notwithstanding  the  provisions   of   this

paragraph  (ii), FTX and FRP may merge, liquidate or dissolve  the  FRP

Partner  (or transfer its Partnership Interests to FRP or an  Affiliate

of  FRP)  in  accordance  with the terms of the Amendment,  Waiver  and

Consent  Agreement at any time so long as FTX and FRP bear, and  assume

liability  for,  any expense, cost or loss (including any  increase  in

taxes, other than any increase in income taxes which arises solely from

the   timing  of  the  reporting  of  income,  deductions  and  credits

attributable  to  the  normal business activities of  the  Partnership)

suffered by the Partnership, any other Partner or any of their  Related

Persons (as defined below) resulting therefrom;



      WHEREAS,  the IMC GPCo Liquidation, the FRP GPCo/FCC/FTX  Mergers

and such optional merger, liquidation or dissolution of the FRP Partner

(or  such transfer of its Partnership Interests) make it necessary  and

desirable  to  amend and restate certain provisions of the  Partnership

Agreement  as  originally entered into, and as previously  amended  and

restated,  by  the  parties  in order to,  among  other  things,  admit

Operations as a new Partner; and



      WHEREAS,  the  Partners  (as hereinafter  defined)  believe  that

through the combination of the Contributed Businesses of IMC and FRP as

contemplated  by the Contribution Agreement and the management  of  the

business  and affairs of the Partnership in accordance with  the  terms

hereof, they can create certain synergies.



       NOW,   THEREFORE,   in  consideration  of  the  representations,

warranties, covenants and agreements herein set forth and of other good

and  valuable  consideration, receipt of which is hereby  acknowledged,

the parties hereto agree as follows:

                              ARTICLE I.

                              Definitions

     Capitalized terms used in this Agreement which are not otherwise

defined herein shall have the meanings given to such terms in Exhibit A

hereto.  During the period subsequent to the Initial IMC GPCo

Liquidating Distribution and prior to the Final IMC GPCo Liquidating

Distribution (the "IMC GPCo Liquidation Period"), the term "IMC

Partner" (and correlative terms, such as "Non-Managing Partner",

relating to the "IMC Partner") as used herein, shall refer to IMC GPCo

and Operations, collectively and, unless otherwise provided herein,

actions to be taken by the IMC Partner during the IMC GPCo Liquidation

Period shall be taken by Operations and IMC GPCo acting jointly;

subsequent to the Final IMC GPCo Liquidating Distribution, the term

"IMC Partner" (and such correlative terms) as used herein shall refer

to Operations, and Operations shall take any such actions acting alone;

and at all such times, the term "IMC Partner" (and such correlative

terms) as used herein shall refer to any other Affiliate of Operations

which succeeds to the Partnership Interests of IMC GPCo or Operations

by means of the purchase, transfer, assignment or other conveyance or

succession of such Partnership Interests in accordance with the terms

of this Agreement.  The IMC Partner, as so defined, the FRP Partner and

the Managing Partner are sometimes hereinafter referred to individually

as a "Partner" and collectively as the "Partners."

                              ARTICLE II.

           Partnership, Name, Purposes, Powers, Authority to

                Bind Partnership, Partnership Property,

                  Other and/or Competing Businesses.

     2.01 Partnership.  The Partners have hereby formed a general

partnership under the Act on the terms and for the purposes set forth

in this Agreement and, pursuant to this Amended and Restated

Partnership Agreement, as further amended and restated as of May 26,

1995, IMC GPCo, the FRP Partner and the Managing Partner, as Partners,

hereby agree:  (i) in accordance with the terms of Section 13.09

herein, to admit Operations as a Partner of the Partnership, upon the

completion of the Initial IMC GPCo Liquidating Distribution; (ii) upon

the completion of the Final IMC GPCo Liquidating Distribution, to the

withdrawal of IMC GPCo as a Partner in the Partnership, without, in

accordance with Section 12.11 herein, such withdrawal constituting a

Dissolution Event, unless such dissolution is required by applicable

law; (iii) if FTX and FRP choose to cause the merger, liquidation or

dissolution of the FRP Partner (or the transfer by the FRP Partner of

its Partnership Interests to FRP or an Affiliate of FRP) and in

accordance with the terms of the Amendment, Waiver and Consent

Agreement, upon the completion of such merger, liquidation or

dissolution (or such transfer of the Partnership Interests), to admit

FRP or an Affiliate of FRP as a Partner of the Partnership in

accordance with the terms of Section 13.09 herein and to the withdrawal

of the FRP Partner as a Partner in the Partnership, without, in

accordance with Section 12.11 herein, such withdrawal constituting a

Dissolution Event, unless such dissolution is required by applicable

law.

     2.02  Name.  The Partnership is to be known as "IMC-Agrico

Company" or such other name as the Partners shall unanimously select.

The Partners shall execute and file and/or publish all assumed name

statements and certificates required by law to be filed and/or

published in connection with the operation of the Partnership.



     2.03  Purposes.  The purposes of the Partnership shall be to

engage for profit in the Phosphate Chemicals Business and to engage for

profit in any and all other activities reasonably related to or

incidental to the Phosphate Chemicals Business, and, subject to Section

9.05, to engage for profit in any other business, whether or not

related or incidental thereto, as determined by the Policy Committee

from time to time.  Without limiting the generality of the foregoing,

the Partnership may, among other things:



           (a)  acquire, develop, construct, own, manage and operate

     phosphate rock mining operations and production facilities,

     phosphate chemical facilities, ammonia and urea fertilizer

     facilities and uranium oxide facilities;



           (b)  acquire, by purchase, lease, sublease, license,

     royalty agreement or otherwise, land and phosphate mineral rights

     to the extent related to the Phosphate Chemicals Business;



           (c)  develop mines and conduct mining operations in and on

     phosphate rock reserves and deposits, and construct, own, manage

     and operate phosphate rock, chemical, ammonia, urea  and uranium

     extraction plants related thereto;

           

           (d)  acquire by purchase, lease, sublease, license or

     otherwise, such machinery, equipment, vehicles and other

     facilities as may be necessary or advisable to own, manage,

     operate or otherwise engage for profit in the Phosphate Chemicals

     Business or any other business of the Partnership at the time

     permitted hereunder;

           

           (e)  subject to Section 9.12, enter into such construction,

     engineering, operating, management, mining, marketing, selling,

     supply or distributorship agreements, arrangements or

     understandings with third parties as may be necessary or advisable

     to own, manage, operate or otherwise engage for profit in the

     Phosphate Chemicals Business or any other business of the

     Partnership at the time permitted hereunder (and such agreements,

     arrangements or understandings may be (i) with Affiliates of any

     Partner so long as they comply with the terms of Section 9.12 and

     (ii) with or through trade associations, including, without

     limitation, the Phosphate Chemicals Export Association, a Webb-

     Pomerene Act organization ("PhosChem"), and the Phosphate Rock

     Export Association, a Webb-Pomerene Act organization

     ("PhosRock"));

           

           (f)  own, lease, rent and/or operate and/or make use of

     railcars, railway lines and dock loading facilities and vessels

     and otherwise arrange for the transportation of the Partnership's

     inventory, supplies, materials, equipment, phosphate rock,

     phosphate chemicals, uranium oxide, ammonia, urea and uranium

     products and any other products produced from, or used in, the

     operation of the Phosphate Chemicals Business by such means as may

     be necessary or advisable;

           

           (g)  sell (in domestic or foreign markets) such phosphate

     rock, phosphate chemicals, uranium oxide, ammonia, urea and

     uranium products and related products and engage in marketing

     activities incidental thereto (either directly or through third

     parties, including, without limitation, trade associations, such

     as PhosChem and PhosRock);

           

           (h)  form, organize, join and participate in trade

     associations related to the Phosphate Chemicals Business,

     including, without limitation, PhosChem and PhosRock;

           

           (i)  manage and operate agricultural, farming and livestock

     businesses as an incidental activity relating to holding lands

     originally acquired or leased by the Partnership or one of the

     Partners' Affiliates as phosphate rock reserves;

           (j)  subject to Section 9.12, perform all other activities,

     including the borrowing of money and the mortgaging of real or

     personal property of the Partnership in connection therewith, as

     are necessary or incidental to the business or operations of the

     Partnership; and

           (k)  subject to Sections 9.05 and 9.12, engage in such

     other businesses and activities, whether or not related to or

     incidental to the Phosphate Chemicals Business, as determined by

     the Policy Committee from time to time.

     2.04  Powers of the Partnership.  Subject to the restrictions set

forth in this Agreement, the Partnership shall have the power to

exercise all the powers and privileges granted by this Agreement and by

law, together with any powers incidental thereto, so far as such powers

and privileges are necessary or appropriate for the conduct, promotion

or attainment of the purposes of the Partnership.  Except as otherwise

expressly provided in this Agreement, the rights and obligations of the

Partners and the administration and termination of the Partnership

shall be governed by the Act.

     2.05  Partner's Authority.  Except as otherwise provided in this

Agreement, no Partner shall have any authority to act for, or to assume

any obligations or responsibilities on behalf of, any other Partner or

the Partnership.

     2.06  Managing Partner; Operating Partner; Change in Operating

Partner; Authority to Bind Partnership.



           (a)  IMC-Agrico MP, Inc. is hereby designated as the

     managing partner of the Partnership (the "Managing Partner").  The

     Managing Partner shall, subject to the provisions of this

     Agreement, have exclusive authority and responsibility to manage

     the business and affairs of the Partnership and to make all

     decisions regarding the business and affairs of the Partnership.

     The Managing Partner is a special purpose corporation formed

     solely for the purpose of acting as Managing Partner of the

     Partnership.  Accordingly, the Managing Partner shall not, without

     the consent of both the IMC Partner and the FRP Partner, engage in

     any business other than acting as the Managing Partner hereunder.

           

           (b)  As used herein, the term "Operating Partner" shall

     mean the Non-Managing Partner, initially the IMC Partner (which,

     for purposes of identifying the Operating Partner, shall mean

     Operations), which is entitled to elect a majority of the

     directors of the Managing Partner at any given time and "Non-

     Operating Partner" shall mean the other Non-Managing Partner at

     that time.  If a Material Breach Event shall have occurred and not

     been cured prior to the delivery of the notice of exercise

     described below, then (if none of the Non-Operating Partner or any

     of its direct or indirect parent entities is Bankrupt) the Non-

     Operating Partner shall have the right, upon written notice of the

     exercise of such right, to become the Operating Partner and, if

     such written notice is delivered exercising that right, the

     Operating Partner shall become the Non-Operating Partner.  In the

     event of a Material Breach Event arising out of a Bankruptcy of

     the Operating Partner or any of its direct or indirect parent

     entities, prior to exercising its right to become the Operating

     Partner, the Non-Operating Partner will reasonably evaluate the

     circumstances surrounding such Bankruptcy, giving consideration to

     the effect of the Bankruptcy on the Partnership and on the

     Managing Partner and its ability to perform its obligations as

     Managing Partner, but will have the right in its sole discretion

     to elect to become the Operating Partner in accordance with the

     terms of this Section 2.06(b).  The terms of this Section 2.06(b)

     shall similarly apply to any subsequent Material Breach Event or

     Events.

           (c)  As between the Partnership and any other Person (other

     than a Partner or its Affiliates), any action taken by the

     Managing Partner on behalf of the Partnership shall constitute the

     act of and serve to bind the Partnership.  In dealing with the

     Managing Partner acting on behalf of the Partnership, no Person

     (other than the Non-Managing Partners and their respective

     Affiliates) shall be required to inquire into the authority of the

     Managing Partner to bind the Partnership.  Without in any way

     limiting the rights of the Partners hereunder as between each

     other, Persons dealing with the Managing Partner are entitled to

     rely conclusively upon the power and authority of the Managing

     Partner as set forth in this Section 2.06.

     2.07  Partnership Property.  All real and personal property,

whether tangible or intangible (including, without limitation, all

permits and licenses), owned by or granted to or held by the

Partnership shall be deemed to be owned by or granted to or held by the

Partnership as an entity, and no Partner, individually, shall have any

ownership or right to use any such property.

     2.08  Other and/or Competing Businesses.

           

           (a)  Except as otherwise provided herein, nothing contained

     in this Agreement shall be deemed to restrict in any way the

     freedom of any Partner or of any Affiliate of any Partner to

     conduct, independently of the Partnership, any business or

     activity whatsoever without any accountability to the Partnership

     or to the other Partners.

           

           (b)  Except as set forth in this Section 2.08(b) and in

     Section 2.0 of the Parent Agreement, each Partner agrees that

     neither it nor any of its Affiliates will, directly or indirectly,

     anywhere in the world, own, manage, operate, control or invest in

     any business that is engaged in the Phosphate Chemicals Business

     without first complying with the provisions of this Section

     2.08(b), it being understood that (i) purchases and resales of

     phosphate chemicals in Canada by Affiliates of the IMC Partner in

     volumes not materially greater than the amounts indicated on

     Schedule 9.12 hereof and (ii) the conduct of the business of the

     Rainbow Division of Operations substantially as currently

     conducted, shall not constitute a breach or violation of this

     Section 2.08.  Notwithstanding the foregoing, any Person that

     acquires or succeeds to (or whose Affiliate acquires or succeeds

     to) the Partnership Interest (or any portion thereof) of any

     Partner shall not be subject to the provisions of this Section

     2.08(b) with respect to any business conducted by such Person or

     its Affiliates that is conducted thereafter substantially as

     conducted on the date of such acquisition or succession.  If any

     Affiliate of either Non-Managing Partner desires to accept an

     opportunity to own, manage, operate, control or invest in any

     business that is engaged, in whole or in part, in the Phosphate

     Chemicals Business, the Non-Managing Partner affiliated with such

     Person (the "Presenting Partner") will first offer such

     opportunity to the Partnership, it being understood that two (2)

     Policy Committee Representatives or Alternates (or any combination

     thereof) of the Non-Managing Partner other than the Presenting

     Partner (the "Exercising Partner") may elect, on behalf of the

     Partnership, to pursue such opportunity within thirty (30) days

     following the presentation of such opportunity to the Partnership.

     The Representatives or Alternates (or any combination thereof) of

     the Exercising Partner shall notify the Presenting Partner in

     writing of such election, on behalf of the Partnership, to pursue

     or not to pursue such opportunity before the expiration of such

     thirty (30) day period.  If the Exercising Partner fails to give

     the Presenting Partner notice of such election within such thirty

     (30) day period, the Exercising Partner shall be deemed to have

     elected, on behalf of the Partnership, not to pursue such

     opportunity.  If the Partnership so elects to pursue such

     opportunity, the Partnership shall reimburse the Presenting

     Partner or its Affiliates in an amount equal to the direct costs

     incurred by the Presenting Partner or its Affiliates in connection

     with developing such opportunity prior to the date of the

     Partnership's election to pursue such opportunity and the

     opportunity will be considered a Capital Project.  If the

     Partnership does not so elect (or is so deemed not to have

     elected) to pursue such opportunity or, if at any time the

     Partnership ceases to pursue the opportunity in good faith, one or

     more Affiliates of the Presenting Partner may then elect to pursue

     such opportunity.  If FRP desires to expand its existing

     operations (or pursue other business opportunities which are part

     of or related to the Phosphate Chemicals Business) in Sri Lanka or

     to pursue the opportunities described in a memorandum of

     understanding between FTX and Ercros, S.A. relating to FESA and

     ENFERSA, it shall first offer such opportunities to the

     Partnership in accordance with the preceding provisions of this

     Section 2.08(b); provided that if the Partnership elects to pursue

     any of such opportunities, the Partnership shall reimburse FRP in

     an amount equal to the direct costs incurred by FRP in connection

     with developing such opportunity prior to the date of the

     Partnership's election to pursue such opportunity.

     Notwithstanding the foregoing, nothing contained in this Section

     2.08(b) shall prevent one or more Affiliates of any Partner from

     (A) owning, directly or indirectly, an aggregate of less than five

     percent (5%) of the common stock of, or other ownership interest

     in, any Person engaged in the Phosphate Chemicals Business or (B)

     acquiring (by stock purchase, asset purchase, merger,

     consolidation or otherwise) any Person engaged in the Phosphate

     Chemicals Business so long as (I) the revenues derived by such

     Person from its Phosphate Chemicals Business represent (and can

     reasonably be expected to continue to represent) less than ten

     percent (10%) of the total revenues of such Person and (II) the

     Person acquiring such Person (the "Acquiring Person") either

     offers to sell such Person's Phosphate Chemicals Business to the

     Partnership at its fair market value or sells such Person's

     Phosphate Chemicals Business to an independent third Person, it

     being understood that, in the case of this clause (B), the

     Acquiring Person may continue to own and operate, directly or

     indirectly, such acquired Person's Phosphate Chemicals Business if

     it has offered to sell such Phosphate Chemicals Business to the

     Partnership in accordance with this sentence and (x) if any

     Affiliate of the FRP Partner is the Acquiring Person, two (2)

     Policy Committee Representatives or Alternates of the IMC Partner

     (or any combination thereof) fail, on behalf of the Partnership,

     to accept such offer within thirty (30) days of such offer to

     sell, or (y) if any Affiliate of the IMC Partner is the Acquiring

     Person, two (2) Policy Committee Representatives or Alternates of

     the FRP Partner (or any combination thereof) fail, on behalf of

     the Partnership to accept such offer within thirty (30) days of

     such offer to sell.  Each Partner acknowledges and agrees that the

     covenants contained in this Section 2.08(b) have been negotiated

     in good faith by the parties hereto, and are reasonable and are

     not more restrictive or broader than necessary to protect the

     interests of the Partners hereto, and would not achieve their

     intended purpose if they were on different terms or for periods of

     time shorter than the periods of time provided herein or were

     applied in more restrictive geographical areas than are provided

     herein.  Each Partner further acknowledges and agrees that the

     business of the Partnership is highly competitive, that no Partner

     hereto would enter into this Agreement but for the covenants

     contained in this Section 2.08(b) and that such covenants are

     essential to protect the value of the business of the Partnership.

     If any provision of this Section 2.08(b) is held to be

     unenforceable because of the scope or area of its applicability,

     the court making such determination shall have the power to modify

     such scope and area or either of them, and such provision shall

     then be applicable in such modified form.  Each Partner and its

     Affiliates shall be relieved of all obligations under this Section

     2.08(b) on and after the second anniversary of the date that such

     Partner and its Affiliates cease to own an interest in the

     Partnership.

           (c)  If either Non-Managing Partner (the "Developing

     Partner") desires to pursue, or to cause the Partnership to

     pursue, a Real Estate Development Project, it shall present such

     Real Estate Development Project to the Partnership, it being

     understood that two (2) Representatives or Alternates (or any

     combination thereof) of the Non-Managing Partner other than the

     Developing Partner (the "Electing Partner") may elect, on behalf

     of the Partnership, to pursue such Real Estate Development Project

     within sixty (60) days following the completion of such

     presentation.  The Electing Partner shall notify the Developing

     Partner in writing of such election, on behalf of the Partnership,

     to pursue or not to pursue such Real Estate Development Project

     before the expiration of such sixty (60) day period.  If the

     Electing Partner fails to give the Developing Partner notice of

     such election within such sixty (60) day period, the Electing

     Partner shall be deemed to have elected, on behalf of the

     Partnership, not to pursue such Real Estate Development Project.

     If the Partnership so elects to pursue such Real Estate

     Development Project, the Electing Partner shall promptly reimburse

     the Developing Partner for an aggregate of seventy-five percent

     (75%) of the direct costs incurred by the Developing Partner or

     its Affiliates in connection with developing such Real Estate

     Development Project prior to the date of such election.  If the

     Partnership does not so elect (or is so deemed not to have

     elected) to pursue such Real Estate Development Project, then the

     Developing Partner shall have the option, for a period of sixty

     (60) days, to deliver a written notice to each other Partner of

     its election to either (i) purchase the real property which is to

     be the subject of the Real Estate Development Project from the

     Partnership at its fair market value or (ii) cause the Partnership

     to make a distribution in kind to the Developing Partner of the

     real property which will be the subject of the Real Estate

     Development Project.  If the Developing Partner elects the

     purchase option set forth in clause (i) of the preceding sentence,

     then (A) the Partners shall negotiate in good faith to determine

     the fair market value of such real property (and if they cannot

     agree on such value within sixty (60) days following the notice

     referred to in the preceding sentence, the fair market value shall

     be determined in accordance with the Real Estate Appraisal

     Procedure, the cost of which shall be paid by the Developing

     Partner) and (B) the Partnership shall, within thirty (30) days of

     the date such fair market value is finally determined, sell such

     real property to the Developing Partner for a purchase price,

     payable at the closing of such sale in immediately available

     funds, equal to its fair market value.  If the Developing Partner

     elects to cause the Partnership to make a distribution in kind

     pursuant to clause (ii) of the second preceding sentence the

     Partnership shall make, on or before the thirtieth (30th) day

     following the date of such election, (1) a distribution in kind to

     the Developing Partner, of the real property which is the subject

     of the Real Estate Development Project, (2) a distribution in kind

     to the Electing Partner of a Comparable Property and (3) a

     proportional distribution in cash to the Managing Partner.  For

     purposes of this Section 2.08(c), "Comparable Property" shall mean

     similarly situated real property as determined by the Managing

     Partner, reasonably acceptable to the Policy Committee, having a

     fair market value such that the ratio of the fair market value of

     such real property compared to the fair market value of the real

     property being distributed to the Developing Partner is equal to

     the ratio of (x) the Capital Interest of the Partner receiving the

     distribution in kind pursuant to clause (2) of the preceding

     sentence to (y) the Capital Interest of the Developing Partner, in

     each case at the time of such distribution.  Each Partner and its

     Affiliates shall be relieved of all obligations under this Section

     2.09(c) on and after the date that such Partner and its Affiliates

     cease to own an interest in the Partnership.

     2.09  Principal Place of Business; Registered Office and Agent.

The principal place of business of the Partnership shall be located at

2100 Sanders Road, Northbrook, Illinois 60062 or at such other place or

places as the Policy Committee may from time to time determine.  The

registered office of the Partnership shall be 2100 Sanders Road,

Northbrook, Illinois 60062 and the registered agent of the Partnership

at such address shall be the Managing Partner; provided that the

Managing Partner may designate such other address or agent as it

determines appropriate from time to time.

                             ARTICLE III.

                   Contributions to the Partnership

     3.01  Initial Contributions.  On the Closing Date, the

contributions are being made to the Partnership by or on behalf of, and

the Partnership will assume certain liabilities of, the Partners and

their Affiliates, all as provided in the Contribution Agreement.

Immediately after such contribution, the agreed value of each Partner's

Capital Account shall be as follows (it being understood that such

agreed values shall not reflect, and shall not be adjusted to reflect,

any adjustments or payments contemplated by the Contribution

Agreement):

                IMC Partner                    $748,993,000

                FRP Partner                     $650,993,000

                                               Managing  Partner      $

                                               14,000

     3.02  Additional Contributions.  As and when the Policy Committee

(or, if not the Policy Committee, the CEOs but not the Managing

Partner) determines, in accordance with the terms of Section 6.07(a) or

(b), that the Partnership requires cash from time to time, each of the

IMC Partner (or, during the IMC GPCo Liquidation Period, each of

Operations and IMC GPCo) and the FRP Partner hereby agrees that it

shall make cash contributions to the Partnership in an amount equal to

the product of (i) the amount of the Partnership's cash requirement as

determined by the Policy Committee or the CEOs, but not the Managing

Partner, in accordance with the terms of Section 6.07(a) or (b), by the

Policy Committee (or, if not by the Policy Committee, by the CEOs),

multiplied by (ii) a fraction, the numerator of which is such Partner's

Current Interest and the denominator of which is the aggregate Current

Interests of the Non-Managing Partners; provided that if the Policy

Committee (or, if not the Policy Committee, the CEOs) determines, in

accordance with the terms of Section 6.07(a) or (b), that the cash

required by the Partnership is to be used for a Capital Project, each

of the IMC Partner (or, during the IMC GPCo Liquidation Period, each of

Operations and IMC GPCo) and the FRP Partner shall make cash

contributions to the Partnership either (x) in an amount equal to the

product of (1) the cash required by the Partnership for such Capital

Project as determined, in accordance with the terms of Section 6.07(a)

or (b), by the Policy Committee (or, if not by the Policy Committee, by

the CEOs), multiplied by (2) a fraction, the numerator of which is the

Capital Interest of such Partner at such time as the Capital Project

will be placed in service and the denominator of which is the aggregate

Capital Interests of the Non-Managing Partners at such time as the

Capital Project will be placed in service, or (y) in such other amount

as the Policy Committee (or, if not the Policy Committee, the CEOs) may

determine in accordance with the terms of Section 6.07(a) or (b).  Once

the Policy Committee (or, if not the Policy Committee, the CEOs)

approves, in accordance with the terms of Section 6.07(a) or (b), an

additional cash contribution, the Managing Partner shall have, subject

to any terms or conditions specified by the Policy Committee (or, if

not by the Policy Committee, by the CEOs) at the time it so approves

such additional cash contribution, the reasonable discretion to

determine the timing of such cash contribution giving due consideration

to the Partnership's cash needs as determined by the Managing Partner.

The Managing Partner shall notify the IMC Partner (or, during the IMC

GPCo Liquidation Period, each of Operations and IMC GPCo) and the FRP

Partner at least ten (10) days in advance of the time each such cash

contribution is required to be made to the Partnership.



     3.03  Failure to Contribute.  If either the IMC Partner (or,

during the IMC GPCo Liquidation Period, either of Operations or IMC

GPCo) or the FRP Partner (in any such case, the "Non-Contributing

Partner") fails, in whole or in part, to make any cash contribution or

defaults, in whole or in part, in any other obligation to pay money

under this Agreement within fifteen (15) days of giving of a due notice

by either of the other Partners to the Non-Contributing Partner that

such cash contribution is due or that the Non-Contributing Partner has

defaulted in any other such obligation hereunder, the IMC Partner (with

respect to circumstances in which the FRP Partner is the Non-

Contributing Partner) or the FRP Partner (with respect to circumstances

in which the IMC Partner (or, during the IMC GPCo Liquidation Period,

either of Operations or IMC GPCo) is the Non-Contributing Partner), as

the case may be (in either such case, the "Contributing Partner"),

shall have the right to advance directly to the Partnership such

additional cash contribution, or portion thereof, or such other payment

of money, or portion thereof, as the Non-Contributing Partner has

failed to make or defaulted on (the "Non-Contributing Partner's

Share"), and such advance, together with a proportionate amount of the

corresponding cash contribution or other payment, if any, made by such

Contributing Partner, shall be deemed a loan by the Contributing

Partner to the Partnership (the "Partner Loan").  A Partner Loan shall

bear interest at the rate equal to the lower of: (i) the maximum rate

allowed by law; or (ii) five (5) percentage points over the Prime Rate.

The Partner Loan shall be recouped and otherwise repaid from all funds

which would otherwise have been available to make distributions which

the Partners would otherwise be entitled to receive from the

Partnership but for this Section 3.03, all of which shall instead be

paid by the Partnership to the Contributing Partner and applied to the

payment of the Partner Loan and all interest thereon, until the same

shall have been paid in full.  It is understood, however, that to the

extent the principal and interest of a Partner Loan are not repaid in

full by the Partnership from all funds which would otherwise have been

available to make distributions (including any distributions pursuant

to Section 12.07(b)) to the Partners, the Non-Contributing Partner

shall be obligated to repay an amount equal to the Non-Contributing

Partner's Share of the outstanding balance of the principal and

interest of such Partner Loan upon commencement of the winding up of

the Partnership in accordance with Section 12.02.  Any amount which

would otherwise have been available to make distributions from the

Partnership that is applied to any Partner Loan shall be credited first

to any interest then due on such Partner Loan, and the balance of the

distribution shall be credited against the outstanding principal

balance of such Partner Loan.



     The exercise of the right to make a Partner Loan shall be in

addition to any other rights or remedies that the Contributing Partner

may have under this Agreement or at law or in equity arising from the

Non-Contributing Partner's (i) failure to make the required cash

contribution or (ii) default in any other obligation to pay money.



     3.04  Assumption of Liabilities Under Contribution Agreement.  In

accordance with the terms of this Agreement, the IMC Partner has

assumed all of the liabilities and obligations of Operations, and the

FRP Partner has assumed all of the liabilities and obligations of FRP,

in each case under and pursuant to the Contribution Agreement and each

such Partner hereby confirms its agreement to perform such assumed

liabilities and obligations as if it were a party to such agreement.

Any amounts payable by either Non-Managing Partner under the

Contribution Agreement shall be deemed amounts payable by such Non-

Managing Partner hereunder.  The Partners agree that (i) any payment by

the IMC Partner or the FRP Partner pursuant to the terms of this

Section 3.04 shall satisfy such amounts payable by Operations or FRP,

as the case may be, or their Affiliates under the Contribution

Agreement and (ii) any payment by Operations or FRP, as the case may

be, or their Affiliates under the Contribution Agreement shall satisfy

such amounts payable by the IMC Partner or the FRP Partner under this

Section 3.04.  Nothing herein shall be deemed to release Operations or

FRP (or any of their Affiliates) from any obligations they may have

under the Contribution Agreement.



     3.05  Subsequent Capital Contribution.  The IMC Partner and the

FRP Partner each may, after the Closing Date, contribute to the

Partnership their respective organizational costs, as defined in

Section 709 of the Code, incurred in forming the Partnership.

                              ARTICLE IV.

                         Interests of Partners

     4.01  Interests of Partners.

           (a)   The  "Current Interests" of the Partners shall  be  as

     follows:

         Fiscal Year Ending    IMC           FRP        Managing

               June 30        Partner      Partner      Partner

         1994                41.3995%      58.5995%     0.001%
         1995                44.9995%      54.9995%     0.001%
         1996                46.8995%      53.0995%     0.001%
         1997                46.4995%      53.4995%     0.001%
         1998 and            59.3995%      40.5995%     0.001%
         thereafter

During  the  IMC  GPCo Liquidation Period, the "Current  Interests"  of

Operations  and  IMC GPCo shall be equal to eighty  percent  (80%)  and

twenty  percent (20%), respectively, of the "Current Interests" of  the

IMC Partner set forth above.

           (b)   The  "Capital Interests" of the Partners shall  be  as

     follows:

         Fiscal Year Ending    IMC           FRP        Managing

               June 30        Partner      Partner      Partner



         1994                53.4995%        46.4995%   0.001%
         1995                54.8995%        45.0995%   0.001%
         1996                56.3995%        43.5995%   0.001%
         1997                57.7995%        42.1995%   0.001%
         1998 and            59.3995%        40.5995%   0.001%
         thereafter



During the IMC GPCo Liquidation Period, the "Capital Interests" of

Operations and IMC GPCo shall be equal to eighty percent (80%) and

twenty percent (20%), respectively, of the "Capital Interests" of the

IMC Partner set forth above.

     4.02  Capital Accounts.



           (a)  A separate Capital Account shall be established and

     maintained in respect of each Partner.



           (b)  The Capital Accounts of the Partners shall be credited

     with (i) the amount of cash and the fair market value of other

     property (net of liabilities that the Partnership is considered to

     assume or take subject to under Section 752 of the Code)

     contributed by such Partner to the capital of the Partnership and

     (ii) allocations to such Partner pursuant to Sections 5.01 and

     5.02 of income (or items thereof) including tax-exempt income and

     gain.  The Capital Accounts of each of the Partners shall be

     debited with (i) the amount of cash and the fair market value of

     other property distributed to such Partner (net of liabilities

     that such Partner is considered to assume or take subject to under

     Section 752 of the Code); (ii) allocations to such Partner of

     expenditures of the Partnership described in Section 705(a)(2)(B)

     of the Code; and (iii) allocations to such Partner pursuant to

     Sections 5.01 and 5.02 of deduction or loss (or items thereof).

     If any property other than cash is distributed to any Partner, the

     Capital Accounts of the Partners shall be adjusted as if the

     property had instead been sold by the Partnership for a price

     equal to its fair market value, with the resulting gain or loss

     allocated among the Partners pursuant to Sections 5.01 and 5.02

     and the proceeds thereof distributed.



           (c)  For purposes of computing the amount of any item of

     income, gain, deduction or loss to be reflected in the Capital

     Accounts of the Partners, the determination, recognition and

     classification of such items shall be the same as its

     determination, recognition and classification for Federal income

     tax purposes; except that:



                (i)  Any deductions for depreciation, depletion, cost

           recovery or amortization attributable to property

           contributed by the Partners to the Partnership or

           attributable to Partnership property adjusted pursuant to

           Section 4.02(d) shall be determined as if the adjusted

           basis of such property on the date it was contributed or

           adjusted was equal to the fair market value of the

           property; and



                (ii)  Any income, gain or loss attributable to the

           taxable disposition of any property contributed by the

           Partners or attributable to Partnership property adjusted

           pursuant to Section 4.02(d) shall be determined as if the

           adjusted basis of the property as of the date of

           disposition was equal to the fair market value of the

           property at the time of contribution or adjustment reduced

           by all depreciation, cost recovery and amortization

           deductions charged to the Partners' Capital Accounts with

           respect to such property.



           (d)  Upon the issuance of additional Partnership interests

     for cash or property, the Capital Accounts of the Partners and the

     value of all Partnership assets for purposes of Section 4.02(c)

     shall be adjusted upwards or downwards to reflect any unrealized

     gain or unrealized loss attributable to each asset as if such

     assets had been sold immediately prior to such issuance and such

     gain or loss had been allocated to the Partners, at such time,

     pursuant to Sections 5.01 and 5.02.



     4.03  Interest on Capital Accounts.  Except as specifically

provided herein, no Partner shall be entitled to any interest on its

Capital Account or its contributions to the capital of the Partnership,

nor shall any Partner have the right to demand or receive the return of

all or any part of its Capital Account or its contributions to the

capital of the Partnership.



     4.04  Loans from Partners.  Loans by a Partner to the Partnership

(including, without limitation, any Partner Loan) shall not be

considered capital contributions.



     4.05  Transferred Capital Accounts.  In the event that any Partner

transfers all or a portion of its Partnership Interest in accordance

with the terms of this Agreement, the transferee shall succeed to the

Capital Account of the transferor Partner to the extent such Capital

Account relates to the transferred Partnership Interest or portion

thereof.  In accordance with the terms of the preceding sentence,

Operations shall succeed to 80% of the Capital Account of IMC GPCo as

of the date of the Initial IMC GPCo Liquidating Distribution and

Operations shall succeed to the remaining 20% of the Capital Account of

IMC GPCo as of the date of the Final IMC GPCo Liquidating Distribution.

If FTX and FRP elect to merge, liquidate or dissolve the FRP Partner

(or transfer its Partnership Interests) in accordance with the terms of

the Amendment, Waiver and Consent Agreement, the successor to the FRP

Partner, as a Partner to the Partnership, shall succeed to the Capital

Account of the FRP Partner, as provided in the first sentence of this

Section.



                              ARTICLE V.

                       Profit and Loss Sharing;

                  Allocations for Federal, State and

            Local Income Tax Purposes; Cash Distributions;

     Suspended Distributions; Reimbursement for Transaction Costs

     5.01  Allocation of Profits and Losses.  Except as provided in

Section 5.02, 5.03 or 12.05, for purposes of maintaining the Capital

Accounts and in determining the rights of the Partners among

themselves, each item of income, gain, loss and deduction (computed in

accordance with Section 4.02(c)) shall be allocated to the Partners'

Capital Accounts as a part of the Residual Net Profit or Residual Net

Loss for the year in accordance with the Partners' Capital Interests

for the following year.

     5.02  Special Allocations.

           (a)  Transaction Costs attributable to the transactions

     contemplated by the Contribution Agreement shall be allocated

     fifty percent (50%) to IMC GPCo and fifty percent (50%) to the FRP

     Partner.

           

           (b)  Any gain or loss attributable to a Capital Transaction

     shall be allocated to the IMC Partner (or, during the IMC GPCo

     Liquidation Period, Operations and IMC GPCo) and the FRP Partner

     in accordance with their respective Capital Interests for the

     fiscal quarter of the Partnership in which the effective date of

     the Capital Transaction occurs.

           (c)  If the IMC Partner's (or, during the IMC GPCo

     Liquidation Period, Operations' and IMC GPCo's) or the FRP

     Partner's share of Current Interest Cash for any year exceeds that

     Partner's share of Target Cash for that year, such Partner shall

     be allocated an amount of gross income equal to the excess.

           (d)  If the IMC Partner's (or, during the IMC GPCo

     Liquidation Period, Operations' and IMC GPCo's) or the FRP

     Partner's share of Current Interest Cash for any year is less than

     that Partner's share of Target Cash for that year, such Partner

     shall be allocated an amount of gross loss equal to the

     difference.

           

           (e)  The gross income or loss allocated to any Partner

     under Section 5.02(c) or 5.02(d) shall be considered to consist of

     each item of Partnership income or loss (except depreciation,

     depletion and amortization), as the case may be, in the same

     proportion that such items bear to total Partnership income or

     loss.

           

           (f)  For purposes of Sections 5.02(c) and 5.02(d), the IMC

     Partner's (or, during the IMC GPCo Liquidation Period, Operations'

     and IMC GPCo's) or the FRP Partner's percentage of Target Cash for

     any year shall be equal to such Partner's Current Interest for

     such year.  For purposes of Sections 5.02(c) and 5.02(d), the IMC

     Partner's (or, during the IMC GPCo Liquidation Period, Operations'

     and IMC GPCo's) or the FRP Partner's "share of Target Cash" for

     any year shall be equal to (i) such Partner's percentage of Target

     Cash for such year, as determined pursuant to the preceding

     sentence multiplied by (ii) Target Cash for such year.

           

           (g)  All losses and deductions associated with the

     Partners' organizational costs shall be allocated proportionally

     to the Partners based on their contribution of such costs pursuant

     to Section 3.05.



     5.03  Tax Allocations.



           (a)  Except as otherwise provided in this Agreement, for

     Federal income tax purposes, all items of Partnership income,

     gain, loss and deduction (and the character and source of such

     items) shall be allocated among the Partners in the same manner as

     the corresponding item of income, gain, loss or deduction is

     allocated to Capital Accounts pursuant to Sections 5.01 and 5.02.



           (b)  If, as a result of contributions of property by a

     Partner to the Partnership or as a result of the revaluation of

     Partnership assets pursuant to Section 4.02(d), Section 704(c) of

     the Code (or the principles of Section 704(c) of the Code)

     requires allocations of income, gain, loss and deduction of the

     Partnership in a manner different from that set forth in

     Sections 5.01 and 5.02, the Partnership shall adopt mutually

     acceptable methods and conventions consistent with the provisions

     of Section 704(c) of the Code and the Regulations thereunder which

     are acceptable to both the IMC Partner (or, during the IMC GPCo

     Liquidation Period, Operations and IMC GPCo) and the FRP Partner

     and such methods and conventions shall control, solely for Federal

     income tax purposes, allocations of items of Partnership income,

     gain, loss and deduction.  The method and conventions adopted by

     the Partnership shall be designed, in general, (i) to allocate the

     "built-in" gain or loss on the sale of a contributed property to

     the contributor; (ii) to allocate the deductions from contributed

     properties in a manner that reflects the Partners' respective

     contributions of basis giving rise to such deductions (other than

     special basis adjustments pursuant to Section 743 of the Code);

     (iii) to preserve to the FRP Partner, for the benefit of FRP and

     its partners, deductions attributable to special basis adjustments

     pursuant to Section 754 of the Code resulting from the purchase of

     interests in FRP; (iv) to adjust the allocations, to the extent

     necessary, to reflect the sale of an asset contributed by a

     Partner; (v) to eliminate the difference between the value at

     which the property is shown on the books of the Partnership and

     the property's adjusted tax basis; and (vi) to assist the FRP

     Partner in integrating the allocations of the Partnership with

     allocations to FRP and its partners in a reasonable manner.



     5.04  Interim Closing of the Books on Transfer.  In the event that

a Partner sells or exchanges all or a portion of its Partnership

Interest or a Partner's Partnership Interest is reduced, the Partners'

distributive share of items allocated to them pursuant to Sections 5.01

and 5.02 shall be determined as if the Partnership's books of account

were closed on the date on which such sale, exchange or reduction of

the Partnership Interest occurred; provided, that, to the extent such

determination relates to transactions contemplated by the IMC GPCo Plan

of Liquidation and the optional merger, liquidation or dissolution of

Agrico LP (or the transfer of its Partnership Interests to FRP or an

Affiliate of FRP) as contemplated by the Amendment, Waiver and Consent

Agreement, such determination shall be based upon any permissible

method elected by the Tax Matters Partner.



     5.05  Disagreement Between Partners.  In the event of a

disagreement between the IMC Partner and the FRP Partner concerning the

correct calculation of the allocations pursuant to this Article V, the

correct calculation of such allocations shall be treated as a Major

Decision and shall be determined by the Policy Committee, the CEOs or

the Managing Partner, as the case may be, pursuant to Section 6.07(a)

and Section 6.07(b).



     5.06  Obligations with Respect to Distributable Cash.

Notwithstanding any other provision of this Agreement other than

Sections 3.03 and 5.07(d), but subject to the terms of any agreement or

instrument to which the Partnership is a party, the Partnership shall

distribute quarterly all Distributable Cash to the Partners.



     5.07  Distribution of Distributable Cash; Suspended Distributions.

           (a)  Subject to the terms of any agreement or instrument to

     which the Partnership is a party, as soon as available, but in any

     event (i) not later than sixteen (16) days (or, in the case of a

     quarter ending on June 30, not later than thirty (30) days)

     following the end of each quarter of each Fiscal Year, commencing

     with the end of the first quarter following the Closing, the

     Partnership shall advise each Partner in writing of the amount of

     Distributable Cash, if any, which will be distributed to each

     Partner in respect of the previous quarter of the Fiscal Year,

     (ii) in the case of a quarter ending June 30, not later than

     sixteen (16) days following the end of such quarter, commencing

     with the first such quarter following the Closing, the Partnership

     shall advise each Partner in writing of its good faith estimate of

     the amount of Distributable Cash, if any, which will be

     distributed to each Partner in respect of the previous quarter of

     the Fiscal Year and (iii) not later than 40 days following the end

     of each quarter of each Fiscal Year, commencing with the first

     quarter following the Closing, the Partnership shall distribute to

     each Partner such Partner's Distributable Cash in respect of the

     preceding quarter (adjusted, if required, as provided in Section

     5.07(b) and Section 5.07(c) below); provided, however, that if the

     Accounting Referee has not provided its report in accordance with

     the terms of the Contribution Agreement prior to any such

     distribution of Distributable Cash, the Managing Partner shall

     consider the items or amounts that are the subject of dispute in

     establishing any cash reserves of the Partnership, including,

     without limitation, as such reserves relate to the calculation of

     Current Interest Cash.



           (b)  Notwithstanding the foregoing, the allocation of

     Distributable Cash to IMC GPCo and the FRP Partner for quarters

     ending on or prior to June 30, 1994 shall be adjusted as follows:



                (i)  first, Distributable Cash shall be computed and

           allocated to IMC GPCo and the FRP Partner for such quarter,

           as if any Transaction Costs incurred by the Partnership in

           such quarter had not been incurred;

                (ii)  second, an amount equal to 50% of any

           expenditures for Transaction Costs incurred by the

           Partnership during such quarter shall be subtracted from

           the amounts calculated under clause (i) above; and

                

                (iii)  third, the amount so calculated pursuant to

           clauses (i) and (ii) above shall be distributed to IMC GPCo

           and the FRP Partner.

           (c)  Capital Proceeds in respect of a Material Asset Sale

     shall be distributed, reinvested or retained by the Partnership as

     determined by the Policy Committee or the CEOs, as the case may

     be, at the time of approval of such Material Asset Sale in

     accordance with the terms of Section 6.07.  Capital Proceeds in

     respect of all other Capital Transactions shall be distributed to

     the Partners pursuant to Section 5.07(a) unless the Managing

     Partner elects to use such Capital Proceeds to replace the capital

     asset in respect of which such Capital Proceeds were generated or

     otherwise to maintain (but not for the Expansion of) the business

     of the Partnership.



           (d)  Notwithstanding the foregoing provisions of Sections

     5.06, 5.07(a), 5.07(b) and 5.07(c), and in addition to the

     suspension and repayment that is to occur under the circumstances

     set forth in Section 3.03 hereof, if either Operations or FRP, or

     either of their Affiliates, fails to pay any claim (a

     "Contribution Agreement Claim") by the Partnership or another

     Partner or any of its respective Affiliates (the "Non-Defaulting

     Partner") under the Contribution Agreement and there is no good

     faith dispute between Operations, or any of its Affiliates, and

     FRP, or any of its Affiliates, as to the existence of such claim

     or if either the IMC Partner (or, during the IMC GPCo Liquidation

     Period, Operations or IMC GPCo) or the FRP Partner fails to make

     any payment due hereunder (including, without limitation, any cash

     contribution pursuant to Section 3.02) and there is no good faith

     dispute among the Partners over the existence of such default,

     then the Partnership shall suspend all payments and distributions

     otherwise due hereunder to the Partner that has so defaulted or

     whose parent entity has so defaulted (the "Defaulting Partner").

     If a good faith dispute exists (i) between Operations, or any of

     its Affiliates, and FRP, or any of its Affiliates, as to the

     existence of a Contribution Agreement Claim or (ii) between the

     IMC Partner (or, during the IMC GPCo Liquidation Period,

     Operations or IMC GPCo) and the FRP Partner over the existence of

     a default with respect to a payment due hereunder, then in each

     such case, the parties to such dispute shall proceed to resolve

     such dispute as soon as practicable pursuant to the Dispute

     Resolution Mechanism.  All payments and distributions otherwise

     due to the Defaulting Partner hereunder, including, without

     limitation, amounts determined by the Dispute Resolution Mechanism

     to be a valid Contribution Agreement Claim or a defaulted payment

     hereunder, shall instead be recouped and applied to what would

     otherwise have been distributed to such Defaulting Partner to

     reduce the claim of the Partnership or Partner or of their

     Affiliate, as the case may be, until such time as the Contribution

     Agreement Claim or such defaulted payment, as the case may be,

     together with interest on the unpaid amount thereof at the rate

     per annum equal to the lower of:  (i) the maximum rate allowed by

     law and (ii) the Prime Rate plus five percent (5%) has been paid

     in full.  The parties agree that with respect to a Contribution

     Agreement Claim all amounts so recouped and paid to a Non-

     Defaulting Partner shall satisfy such amounts owed by Operations

     or FRP, as the case may be, or their Affiliates under the

     Contribution Agreement.  Upon payment in full of the Contribution

     Agreement Claim or such defaulted payment, as the case may be

     (together with such interest accrued thereon), the Partnership

     shall resume payments and distributions to the Partners in

     accordance with the provisions of Sections 5.07(a), 5.07(b) and

     5.07(c).

     5.08  Payment of Transaction Costs.  The Partnership shall

promptly reimburse any Partner for any Transaction Costs incurred and

actually paid by such Partner.  Any such Transaction Costs incurred

prior to the date of this Agreement, and not previously reimbursed by

the Partnership, will be promptly reimbursed by the Partnership

following such date.

                         ARTICLE VI.Management

     6.01  Operation.  The business and affairs of the Partnership

shall be managed and conducted by the Managing Partner, who shall have

full control over and responsibility for such business and affairs, in

all cases subject to the provisions of this Agreement.  The Managing

Partner shall perform its duties and obligations hereunder as an

ordinary prudent and reasonable manager would under similar

circumstances.



     It is understood and agreed that regardless of the fact that the

Managing Partner may enter into transactions, agreements, arrangements

and understanding with the Operating Partner or its Affiliates,

including, without limitation, the Marketing and Administrative

Services Agreement and the Leasing Agreement, in order for the

Operating Partner or such Affiliates to provide certain services to the

Managing Partner, the Managing Partner shall not be relieved of its

duties and obligations to provide services hereunder nor shall such

duties and obligations be altered by such transactions, agreements,

arrangements or understandings.



     6.02  General Powers of the Managing Partner.  Subject to the

terms, restrictions and limitations set forth elsewhere herein,

including, without limitation, those set forth in this Article VI, the

Managing Partner, on behalf of the Partnership, shall have full

authority and responsibility to do all things it deems necessary or

appropriate in the conduct of the business and affairs of the

Partnership, including, without limitation, (i) the determination of

the operations in which the Partnership will participate and the level

or rate of activity of such operations; (ii) the obtaining and

maintaining of all governmental licenses and permits necessary or

appropriate for the conduct of the activities of the Partnership; (iii)

the execution of normal banking transactions such as accepting

deposits, drawing of checks and otherwise making payments on behalf of

the Partnership; (iv) the maintaining or incurring of Debt, the making

of expenditures and the incurring of any other obligations it deems

necessary or appropriate for the conduct of the activities of the

Partnership; (v) the evaluation of confidential information furnished

to the Partnership by others in connection with the operation of the

Partnership's business or the evaluation by the Partnership of a

potential transaction; (vi) the acquisition, lease, disposition,

mortgage, pledge, encumbrance, hypothecation or exchange of any or all

of the assets of the Partnership; (vii) the use of the assets of the

Partnership (including, without limitation, cash on hand) in any manner

it deems necessary or appropriate in order to achieve the purposes of

the Partnership, including, without limitation, the financing of the

conduct of the activities of the Phosphate Chemicals Business and any

other operations of the Partnership, the extension of credit in the

ordinary course of business to Persons other than Affiliates of the

Managing Partner (except that the Managing Partner may cause the

Partnership to advance funds to it or its Affiliates in order to meet

payroll or other similar obligations with respect to its employees or

employees of its Affiliates who provide services to the Partnership, as

contemplated in Sections 9.06 and 9.11), the repayment of obligations

of the Partnership, the conduct of additional Partnership operations

and the purchase of assets; (viii) the negotiation and execution on any

terms it deems necessary or appropriate, and the performance of, any

contracts, conveyances or other instruments that it considers necessary

or appropriate to the conduct of the Partnership operations or the

implementation of its powers under this Agreement; (ix) the calculation

and distribution of Distributable Cash; (x) subject to Section 5.07(c)

and Section 5.07(d), the calculation and reinvestment, or distribution,

of Capital Proceeds; (xi) the selection, appointment and dismissal of

officers, employees, outside attorneys, accountants, consultants,

engineers and contractors to perform services for the Partnership, and

the determination of their compensation and other terms of employment

or hiring; (xii) the maintenance of such insurance (including self-

insurance) for the benefit of the Partnership as the Managing Partner

deems necessary or appropriate; (xiii) the formation of any further

limited or general partnerships, joint ventures or other relationships

that the Managing Partner deems necessary or appropriate, except that

the Managing Partner shall not, without the consent of the FRP Partner,

cause the Partnership to create, invest in, or become an equity owner

or partner in an entity which is subject to Federal income taxes; (xiv)

the control of any matters affecting the rights and obligations of the

Partnership, including the conduct of litigation and the incurring of

legal expenses and the settlement of claims and litigation; (xv) the

preparation of the Partnership's tax returns; (xvi) subject to Section

9.12, the hiring or engagement of its Affiliates (subject to the

supervision and control of the Managing Partner) to carry out the

obligations of the Managing Partner hereunder; (xvii) subject to

Section 9.07, the taking of all actions necessary or appropriate to

preserve life or property in the case of an emergency or necessary or

appropriate to comply with applicable law; and (xviii) the payment of

all taxes which may be levied or assessed against the Partnership or

its properties.

     6.03  Limitations on the Partners; Relations Among Partners.

           (a)  Except as set forth in Section 6.02 with respect to

     the Managing Partner, but in all cases subject to Section 6.07, no

     Partner shall, in the name of, or on behalf of the Partnership,

     act without the prior consent of the Policy Committee or the

     approval of the two CEOs or the Managing Partner contemplated by

     Section 6.07(b), as the case may be.

           (b)  No Partner shall be liable to third Persons for

     Partnership losses, deficits, liabilities or obligations except as

     specifically otherwise provided herein or expressly agreed to in

     writing by such Partner, unless the assets of the Partnership

     shall first be exhausted.

           (c)  In any matter between the Partnership on the one hand

     and any of the Partners on the other hand or in any matter between

     the Partners, neither the Partnership nor any Partner shall be

     bound by the act of a Partner unless such Partner is acting in

     accordance with the limitations and provisions set forth in this

     Agreement or with the consent of each other Partner.



     6.04  Policy Committee.

           (a)  The responsibility and authority for establishing

     policies relating to the strategic direction of the Partnership

     and assuring that such policies are implemented shall be vested in

     a policy committee (the "Policy Committee").  All decisions

     concerning the management and control of the Partnership that are

     approved by the Policy Committee shall be binding on the

     Partnership and the Partners.  Except as otherwise stated herein,

     the Managing Partner shall use all commercially reasonable efforts

     to act in accordance with the budgets and policies established by,

     and other determinations made by, the Policy Committee or the two

     CEOs or the Managing Partner, as the case may be, in accordance

     with Section 6.07.

           (b)  The Policy Committee shall consist of four (4)

     members, two (2) of whom shall be representatives of the IMC

     Partner selected by the IMC Partner (each an "IMC Representative"

     and, collectively, the "IMC Representatives") and two (2) of whom

     shall be representatives of the FRP Partner selected by the FRP

     Partner (each an "FRP Representative" and, collectively, the "FRP

     Representatives" and, together with the IMC Representatives, the

     "Representatives").  A Representative of the Operating Partner

     shall serve as Chairman of the Policy Committee.  The IMC Partner

     and the FRP Partner shall, within ten (10) days of the date

     hereof, notify each other in writing of the identity of the IMC

     Representatives and the FRP Representatives, respectively.  The

     IMC Partner, within (10) days of the date hereof, shall notify the

     other Partners in writing as to which of its Representatives is to

     initially serve as Chairman of the Policy Committee.  Any person

     selected by the IMC Partner or the FRP Partner to serve as an IMC

     Representative or an FRP Representative shall continue to serve in

     such capacity until such Partner shall have notified the other

     Partners in writing of his or her replacement.  The IMC Partner

     and the FRP Partner may, by written notice to the other, designate

     a person to serve as an alternate for each IMC Representative and

     each FRP Representative, respectively (each alternate to an IMC

     Representative being referred to herein as an "IMC Alternate" and,

     collectively, as the "IMC Alternates"; each alternate to an FRP

     Representative being referred to herein as an "FRP Alternate" and,

     collectively, as the "FRP Alternates"; and the IMC Alternates and

     the FRP Alternates being collectively referred to herein as the

     "Alternates"), and such IMC Alternate or FRP Alternate, as the

     case may be, shall be entitled, in the absence of such IMC

     Representative or FRP Representative, to vote on behalf of such

     IMC Representative or FRP Representative at any meeting of the

     Policy Committee.  Each Partner and its Affiliates, in dealing

     with IMC Representatives or Alternates or the FRP Representatives

     or Alternates, as the case may be, shall be entitled to rely

     conclusively upon the power and authority of such Representatives

     or Alternates to bind the IMC Partner or the FRP Partner, as the

     case may be, with respect to all matters unless and until it

     receives notice to the contrary in writing from the IMC Partner or

     the FRP Partner, as the case may be.  To the fullest extent

     permitted by law, each Representative and Alternate shall be

     deemed the agent of the Partner which appointed such Person a

     Representative and Alternate, and such Representative or Alternate

     shall not be deemed an agent or a sub-agent of the Partnership or

     the other Partners and shall have no duty (fiduciary or otherwise)

     to the Partnership or the other Partners.  Each Partner, by

     execution of this Agreement, agrees to, consents to, and

     acknowledges the delegation of powers and authority to such

     Representative and Alternatives, and to the actions and decisions

     of such Representative and Alternates within the scope of their

     respective authority as provided herein.

           (c)  The Policy Committee shall hold regular meetings at

     least once during each quarter of each Fiscal Year on dates

     specified by the Policy Committee and may meet for special

     meetings at the call of any Partner on at least twenty (20) days'

     notice to the other Partners (or such shorter periods as may be

     necessary in an emergency).  Attendance by any IMC Representative

     or FRP Representative or any IMC Alternate or FRP Alternate at any

     meeting of the Policy Committee shall constitute an effective

     waiver of any required prior notice to the IMC Partner or the FRP

     Partner, as the case may be, of such meeting.  The Chairman of the

     Policy Committee shall, (i) with reasonable advance notice (which

     in the case of regular quarterly meetings shall not be less than

     fourteen (14) days), prepare and distribute an agenda for each

     meeting of the Policy Committee, (ii) organize and conduct such

     meeting and (iii) prepare and distribute minutes of such meeting.

     Any Partner may propose in advance topics for the agenda or raise

     topics which are not on the agenda for such meeting.  In addition

     to the Representatives and Alternates of the Partners serving on

     the Policy Committee each Representative or Alternate of each of

     the IMC Partner and the FRP Partner may bring one or more other

     advisors to any meeting; provided that such advisors shall not

     have the right to vote on any matter brought before the Policy

     Committee; and provided, further that the Representatives or

     Alternates of either of the IMC Partner or the FRP Partner shall

     have the right to call executive sessions of the Policy Committee

     and to exclude any Person not a Representative or Alternate from

     such executive session unless such Person is an employee of a

     Partner or its parent entity.

           (d)  Meetings of the Policy Committee may only be held when

     a quorum is present.  Except as set forth in the last sentence of

     this Section 6.04(d), a quorum of the Policy Committee shall be

     comprised of four (4) Representatives or Alternates (or any

     combination thereof), which quorum shall be comprised of two (2)

     IMC Representatives or IMC Alternates (or any combination thereof)

     and two (2) FRP Representatives or FRP Alternates (or any

     combination thereof).  The affirmative vote of a majority of the

     Policy Committee at a meeting at which a quorum is present (two

     (2) IMC Representatives or IMC Alternates (or any combination

     thereof) and two (2) FRP Representatives or FRP Alternates (or any

     combination thereof) being entitled to vote at any such meeting,

     except as set forth in the final two (2) sentences of this Section

     6.04(d)) must be obtained in connection with the decision of any

     matter being considered by the Policy Committee; provided, that in

     the case of a business opportunity presented to the Partnership by

     a Presenting Partner pursuant to Section 2.08(b) or pursuant to

     Section 3.0 of the Parent Agreement or a Real Estate Development

     Project presented to the Partnership by a Developing Partner

     pursuant to Section 2.08(c), the election as to whether to pursue

     or not to pursue such business opportunity or Real Estate

     Development Project, as the case may be, shall be made by the

     affirmative vote of two (2) Representatives or Alternates (or any

     combination thereof) of the Exercising Partner or the Electing

     Partner, as the case may be.  Representatives or Alternates (or

     any combination thereof) constituting a quorum may, upon their

     unanimous consent, participate in a meeting of the Policy

     Committee by means of conference telephone or similar

     communications equipment which makes it possible for all persons

     participating in the meeting to hear each other.  Representatives

     or Alternates (or any combination thereof) may consent to any

     action without a meeting through a consent in writing of two (2)

     IMC Representatives or IMC Alternates (or any combination

     thereof), and two (2) FRP Representatives or FRP Alternates (or

     any combination thereof) or, in the circumstances described in the

     proviso to the second preceding sentence above, of two

     Representatives or Alternates (or any combination thereof) of the

     Exercising Partner or the Electing Partner, as the case may be.

     Notwithstanding any provision of this Agreement to the contrary,

     if either the IMC Partner (or, during the IMC GPCo Liquidation

     Period, Operations or IMC GPCo) or the FRP Partner defaults in any

     obligation to pay money (including, without limitation, any cash

     contribution pursuant to Section 3.02 and any amounts payable

     under the Contribution Agreement) as and when due hereunder and

     such default remains uncured after the expiration of thirty (30)

     days from and after notice thereof to such Partner by any other

     Partner and there is no good faith dispute among the Partners or

     their Affiliates over the existence of such default (with any such

     good faith disputes among the Partners or their Affiliates to be

     resolved as soon as practicable pursuant to the Dispute Resolution

     Mechanism), neither the defaulting Partner's Representatives nor

     Alternates (which, during the IMC GPCo Liquidation Period, with

     respect to either Operations or IMC GPCo shall mean neither the

     IMC Representatives nor the IMC Alternates) shall be entitled to

     vote on, or consent to, any matter before the Policy Committee

     until such time as the default has been cured by the defaulting

     Partner (but they shall continue to receive notice of and to be

     able to attend meetings of the Policy Committee), and during such

     period the Policy Committee shall be entitled to exercise all of

     its power and authority as set forth in this Partnership Agreement

     upon the vote at a meeting (or by telephone or other similar

     communications equipment as set forth above) or by written consent

     of two (2) of the Representatives or Alternates (or any

     combination thereof) of the non-defaulting Partner.  In any such

     event, the presence at a meeting in person (or by telephone or

     other similar communications equipment as set forth above) of two

     (2) Representatives or Alternates (or any combination thereof) of

     the non-defaulting Partner shall constitute a quorum for the

     transaction of business.



     6.05  Rules of Procedure.  The Policy Committee may from time to

time adopt detailed rules and procedures not inconsistent with this

Agreement for the management of the business of the Partnership.



     6.06  Further Management Limitations.  Under no circumstances

shall the Policy Committee have the power to alter or modify in any

manner the terms of this Agreement.



     6.07  Major Decisions.



           (a)  Except as provided in Section 6.07(b) below, no act

     shall be taken or sum expended or obligation incurred by the

     Partnership, the Policy Committee or any Partner concerning a

     matter within the scope of any of the Major Decisions set forth

     below (each a "Major Decision"), unless and until the Major

     Decision (A) shall be approved by the Policy Committee or the CEOs

     or (B) is permitted to be taken by the Managing Partner pursuant

     to Section 6.07(b).  The Major Decisions shall consist of:



                (i)  creating any Debt of the Partnership in an

           aggregate amount at any time outstanding exceeding the Base

           Obligation Amount applicable at the time when such Debt is

           incurred; provided that no approval by the Policy Committee

           or the CEOs will be required for borrowings by the

           Partnership for working capital purposes pursuant to a

           credit facility (or a working capital contribution

           facility) previously approved by the Policy Committee (or,

           if not by the Policy Committee, by the CEOs); and provided,

           further that the Partners shall have the right to make

           Partner Loans to the Partnership in accordance with Section

           3.03 without the approval of the Policy Committee or the

           CEOs;



                (ii)  making, or committing to make, any capital

           expenditures for Expansion in an annual aggregate amount in

           any Fiscal Year in excess of the Base Obligation Amount for

           such Fiscal Year;

                

                (iii)  making, or committing to make, any Material

           Asset Sale;

                

                (iv)  approving annual operating and capital

           expenditure budgets, quarterly updates of such budgets and

           any increase in excess of 15% in any previously approved

           capital budget item having a dollar amount in any Fiscal

           Year in excess of the Base Budget Amount for such Fiscal

           Year, it being understood that if any quarterly update of a

           previously approved annual operating or capital expenditure

           budget is not approved by the Policy Committee, or the CEOs

           pursuant to Section 6.07(b), as the case may be, the

           Managing Partner shall have the authority to continue to

           operate and manage the business and affairs of the

           Partnership in accordance with the most recently approved

           annual operating or capital expenditure budget, as the case

           may be, as such budget has been updated by any previously

           approved quarterly budget update;

                

                (v)  calculating Distributable Cash and making

           distributions of Distributable Cash in accordance with

           Section 5.07;

                

                (vi)  entering into, or modifying or amending in any

           material respect, any agreement which expressly restricts

           the Partnership's right to distribute Distributable Cash to

           the Partners;

                

                (vii)  incurring a Material Obligation (other than

           Debt permitted to be incurred pursuant to

           Section 6.07(a)(i));

                

                (viii)  (A) shutting down any Material Facilities of

           the Partnership if, in the good faith judgment of the

           Managing Partner, such shut down is expected to last more

           than three (3) months or (B) continuing to keep any

           Material Facilities of the Partnership shut down (other

           than a shut down covered by clause (A) above which was

           properly approved by the Policy Committee or, if not by the

           Policy Committee, by the CEOs) for a period in excess of

           three (3) months;

                

                (ix)  approving and determining the amount of any cash

           contributions by the Partners to be made pursuant to

           Section 3.02;

                

                (x)  entering into, or modifying or amending in any

           material respect, any transactions, agreements,

           arrangements or understandings between or on behalf of the

           Partnership, on the one hand, and the Operating Partner or

           any Affiliate of the Operating Partner, on the other hand,

           in an aggregate amount in any Fiscal Year in excess of the

           Base Affiliate Transaction Amount for such Fiscal Year,

           other than the transactions, agreements, arrangements or

           understandings referenced in Section 9.12;

                

                (xi)  entering into any settlement agreement with

           respect to any suit, claim, action or proceeding involving

           payment by the Partnership of an amount in excess of one

           million dollars ($1,000,000); or

                

                (xii)  calculating the allocations pursuant to Article

           V, in the event of a disagreement between the IMC Partner

           (or, during the IMC GPCo Liquidation Period, Operations or

           IMC GPCo) and the FRP Partner relating thereto.



           (b)  Notwithstanding the foregoing, if the Policy Committee

     fails to approve any matter before it in accordance with the terms

     of Sections 6.04 and 6.05, after discussion in good faith,

     resolution of such matter shall be referred to the respective

     Chief Executive Officers ("CEOs") of the Non-Managing Partners at

     the time such matter is presented for resolution.  Except as

     provided in Section 6.07(c) below, if such CEOs fail to agree on

     any matter within fourteen (14) days of the date the matter was

     submitted to them, pending final resolution of the dispute, the

     Managing Partner shall have the authority to operate the business

     and affairs of the Partnership in such a manner as it reasonably

     determines to be necessary in order to maintain the value of the

     assets of the Partnership or as required to assure compliance with

     applicable law, including without limitation taking the following

     actions:

                (i)  establishing annual operating and capital

           expenditure budgets (including maintenance capital and

           capital expenditures for Expansion in an aggregate amount

           in any Fiscal Year not exceeding the Base Obligation Amount

           for such  Fiscal Year);

                (ii)  calculating Distributable Cash and distributing

           Distributable Cash in accordance with Section 5.07;

                (iii)  (A) shutting down any Material Facilities of

           the Partnership if, in the good faith judgment of the

           Managing Partner, such shut down is expected to last more

           than three (3) months or (B) continuing to keep any

           Material Facilities of the Partnership shut down (other

           than a shut down covered by clause (A) above which was

           properly approved by the Policy Committee or, if not by the

           Policy Committee, by the CEOs or properly undertaken by the

           Managing Partner) for a period in excess of three (3)

           months; or

                (iv)  calculating the allocations pursuant to Article

           V, in the event of a disagreement between the IMC Partner

           (or, during the IMC GPCo Liquidation Period, Operations or

           IMC GPCo) and the FRP Partner relating thereto.

           (c)  Notwithstanding the foregoing Section 6.07(b), in no

     event shall the Managing Partner take any of the following actions

     without the prior approval of either the Policy Committee or the

     CEOs in accordance with Section 6.07(a) or Section 6.07(b), as the

     case may be:

                (i)  creating any Debt of the Partnership in an

           aggregate amount at any time outstanding exceeding the Base

           Obligation Amount applicable at the time when such Debt is

           incurred; provided that no approval by the Policy Committee

           or the CEOs will be required for borrowings by the

           Partnership for working capital purposes pursuant to a

           credit facility (or a working capital contribution

           facility) previously approved by the Policy Committee (or,

           if not by the Policy Committee, by the CEOs); and provided,

           further that the Partners shall have the right to make

           Partner Loans to the Partnership in accordance with Section

           3.03 without approval of the Policy Committee or the CEOs;

                

                (ii)  making, or committing to make, any capital

           expenditures for Expansion in an aggregate amount in any

           Fiscal Year in excess of the Base Obligation Amount for

           such Fiscal Year;

                

                (iii)  making, or committing to make, any Material

           Asset Sale;

                

                (iv)  entering into, or modifying or amending in any

           material respect, any agreement which expressly restricts

           the Partnership's right to distribute Distributable Cash to

           the Partners;

                

                (v)  incurring a Material Obligation (other than Debt

           permitted to be incurred pursuant to Section 6.07(a)(i));

                

                (vi)  approving and determining the amount of any cash

           contributions by the Partners to be made pursuant to

           Section 3.02;

                

                (vii)  entering into, or modifying or amending in any

           material respect, any transactions, agreements,

           arrangements or understandings between or on behalf of the

           Partnership, on the one hand, and the Operating Partner or

           any Affiliate of the Operating Partner, on the other hand,

           in an aggregate amount in any Fiscal Year in excess of the

           Base Affiliate Transaction Amount for such Fiscal Year,

           other than the transactions, agreements, arrangements or

           understandings referenced in Section 9.12;

                

                (viii)  entering into any settlement agreement with

           respect to any suit, claim, action or proceeding involving

           payment by the Partnership of an amount in excess of one

           million dollars ($1,000,000); or

                

                (ix)  engaging in any activity prohibited by Section

           9.05.

     6.08  Management of Certain Environmental Liabilities.  The

Partners agree that after the Closing Date the IMC Partner and the FRP

Partner will consult with each other concerning negotiation,

remediation and expenditures to be made by the Partnership or the

Partners, as the case may be, for the Environmental Liabilities listed

on Part I and Part II of Schedule 2.05(iv) to the Contribution

Agreement (each a "Retained Environmental Liability").  The Partnership

and the Partners agree to provide to the Partner whose Affiliate

contributed the Assets to which such Retained Environmental Liability

relates (or, in a case in which Operations contributed such Assets, to

Operations) (the "Retaining Partner") access to all relevant

information on an ongoing basis relating to such Environmental

Liability and to enter into discussions in good faith to determine the

most efficient use of money by the Partnership or the Retaining

Partner, as the case may be, in an effort to ensure the Partnership's

continued use of (or other appropriate action agreed to by the Partners

with respect to) the Assets to which such Environmental Liability

relates.  The Partners further agree to permit the Retaining Partner,

upon written notification to the other Partners, to directly manage and

oversee all negotiations, agreements to remediate and remediation

activities relating to any Retained Environmental Liability to the

extent the management of such negotiation and remediation will not

unreasonably interfere with the day-to-day use of such Assets or result

in an unreasonable increase in costs to the Partnership (such cost

increases to be reimbursed to the Partnership by such Retaining Partner

managing such negotiation and remediation).  With respect to any

Environmental Liability listed on such Schedule 2.05(iv) that shall be

an Assumed Liability, each Partner shall cause the Partnership to act

as quickly as is commercially reasonable to complete all required

remedial activity.

                                ARTICLE VII.

            Encumbrance or Transfer of Partnership Interest

     7.01  Transfer of Partnership Interest Generally.  No Partner may

assign, transfer or otherwise dispose of all or any portion of its

Partnership Interest except in accordance with the terms of this

Article VII.  Any attempt by any Partner to assign, transfer or

otherwise dispose of all or any portion of its Partnership Interest

other than in accordance with this Article VII shall be null, void ab

initio and of no force and effect.  Notwithstanding any other provision

of this Article VII, the transfers of the Partnership Interest of IMC

GPCo to Operations executed in connection with the IMC GPCo Liquidation

and, in the event that FTX and FRP choose to cause the merger,

liquidation or dissolution of the FRP Partner (or the transfer by the

FRP Partner of its Partnership Interests to FRP or an Affiliate of FRP)

in accordance with the terms of the Amendment, Waiver and Consent

Agreement, transfers of the Partnership Interest of the FRP Partner to

FRP or an Affiliate of FRP executed in connection with such merger,

liquidation or dissolution of the FRP Partner (or such transfer of the

Partnership Interests), shall be deemed to have been made in accordance

with the terms of this Article VII.



     7.02  Transfers of Partnership Interests.  (a)  Except as

otherwise consented to in writing by each of the other Partners, no

Partner may sell, transfer or otherwise dispose of all or any portion

of its Partnership Interest (collectively "Transfer") unless (i) such

Transfer is pursuant to a written agreement pursuant to which the

transferee agrees to be bound by all of the terms of this Agreement as

if it were originally a party hereto, (ii) such Transfer does not cause

a termination of the Partnership for Federal income tax purposes, (iii)

the transferring Partner shall have transferred a proportionate amount

of its capital stock of the Managing Partner to the transferee of all

or a portion of the Partnership Interest as required by Section 7.05

and (iv) such Transfer is in compliance with Section 7.02(b) and

Section 7.04.

     (b)  If either the IMC Partner (or, during the IMC GPCo

Liquidation Period, Operations or IMC GPCo) or the FRP Partner (in any

such case, the "Soliciting Partner") desires to sell or otherwise

dispose of to any third party (other than an Affiliate of such

Soliciting Partner), or to solicit bids from any third party (other

than an Affiliate of such Soliciting Partner) to purchase or otherwise

acquire, all or any part of its Partnership Interest (the "Subject

Partnership Interest"), such Soliciting Partner shall (i) if the

Soliciting Partner is the IMC Partner (or, during the IMC Liquidation

Period, Operations or IMC GPCo), notify the FRP Partner in writing of

the IMC Partner's desire to sell its Subject Partnership Interest or

(ii) if the Soliciting Partner is the FRP Partner, notify the IMC

Partner (or, during the IMC GPCo Liquidation Period, Operations and IMC

GPCo) in writing of its desire to sell its Subject Partnership

Interest.  The notice referred to in the preceding sentence is

hereinafter referred to as the "Notice of Intent to Sell", and the

Partner receiving the Notice of Intent to Sell is hereinafter referred

to as the "Notified Partner".  For a period (the "No-Shop Period") of

thirty (30) days following the date it gives Notice of Intent to Sell,

and during the duration of any Negotiation Period (as defined below),

neither the Soliciting Partner nor any of its Affiliates, officers,

directors, employees, representatives or agents will, without the prior

written consent of the Notified Partner, commence or continue any

discussions, negotiations or exchanges of information with any Person

other than the Notified Partner with respect to the sale of the Subject

Partnership Interest.  During the No-Shop Period, both the Soliciting

Partner and the Notified Partner shall cooperate with each other in

exchanging all due diligence materials they deem to be reasonably

necessary to determine the price and terms of any potential offer.  If

the Notified Partner makes a bona fide offer to purchase the Subject

Partnership Interest prior to the end of the No-Shop Period, then the

Soliciting Partner and the Notified Partner shall negotiate in good

faith for the purchase and sale of the Subject Partnership Interest and

the No-Shop Period shall be extended for fifteen (15) days (the

"Negotiation Period"); provided that a decision to accept or reject

shall be in the sole discretion of the Soliciting Partner.  If the

Notified Partner fails to make a bona fide offer to purchase the

Subject Partnership Interest (the making or failure to make such offer

being in its sole discretion) prior to the expiration of the No-Shop

Period or if the Soliciting Partner and the Notified Partner fail to

execute a letter of intent relating to the purchase and sale of the

Subject Partnership Interest or terminate negotiations prior to the

expiration of the Negotiation Period, then the Soliciting Partner may,

but shall not be obligated to, immediately commence discussions,

negotiations or exchanges of information with, and/or sell its Subject

Partnership Interest to, any third party; provided that if the Notified

Partner made a bona fide offer during the No-Shop Period, the

Soliciting Partner shall not so sell the Subject Partnership Interest

to a third party unless (i) definitive, binding agreements relating to

such sale are executed within two hundred twenty (220) days of the

expiration of the Negotiation Period, (ii) the cash value of the

consideration received in connection with such sale is at least equal

to 95% of the cash value of such offer made by the Notified Partner and

(iii) the transferee of such Subject Partnership Interest agrees in

writing to be bound by the terms of this Agreement as if it had

originally been a party hereto.  The cash value of such sale and the

cash value of such offer by the Notified Partner, respectively, shall

be determined by agreement among the Soliciting Partner and the

Notified Partner (i) in the case of the cash value of such sale, within

ten (10) days following the execution of definitive, binding agreements

by the parties relating thereto and (ii) in the case of the cash value

of such offer by the Notified Partner, within ten (10) days following

the earliest to occur of (A) the termination of negotiations between

the Soliciting Partner and the Notified Partner and (B) the expiration

of the Negotiation Period, provided that if such agreement is not

reached during either of such ten (10) day periods, then, in either

such case, such cash value shall be determined by means of the

Appraisal Procedure, with the expense thereof to be paid fifty percent

(50%) by the Soliciting Partner and fifty percent (50%) by the Notified

Partner and with the determination made thereby being final,

unappealable, binding on both the Soliciting Partner and the Notified

Partner and enforceable in a court of law or equity.  After the

expiration of such two hundred twenty (220) day period, such Subject

Partnership Interest shall again be subject to the terms of this

Section 7.02(b).  The failure of either the Soliciting Partner or the

Notified Partner to exercise its rights under this Section 7.02(b)

shall not be deemed to be a waiver of its respective rights under this

Section 7.02(b) with respect to subsequent Subject Partnership

Interests.

     7.03  Liens.  None of IMC GPCo (prior to the completion of the

Final IMC GPCo Liquidating Distribution), Operations (subsequent to the

completion of the Initial IMC GPCo Liquidating Distribution), the FRP

Partner (prior to or subsequent to the merger, liquidation or

dissolution of the FRP Partner (or the transfer of its Partnership

Interests) contemplated by the terms of the Amendment, Waiver and

Consent Agreement) or the Managing Partner may, except with the consent

of the other Partners (which consent may be granted or withheld in such

Partners' sole discretion), create or permit to exist any Lien on its

Partnership Interest or any portion thereof or any of the capital stock

of the Managing Partner (except (i) Liens for current taxes not

delinquent or taxes being contested in good faith and by appropriate

proceedings or (ii) Liens arising in the ordinary course of business

for sums not due or sums being contested in good faith and by

appropriate proceedings).  Any attempt by any such Partner to create or

permit to exist any Lien (other than the excepted Liens described in

this Section 7.03) on its Partnership Interest or any portion thereof

shall be null, void ab initio and of no force and effect.

Notwithstanding anything to the contrary contained herein, if any

Person obtains a Lien on the Partnership Interest of IMC GPCo,

Operations, the FRP Partner or the Managing Partner or any portion

thereof (during a period during which such a Lien could not be granted

to such Person in accordance with the terms of this Section 7.03) and

forecloses on such Lien, (i) the Partnership shall continue, (ii) the

Person foreclosing on the Lien shall succeed to the economic interests

of the Partnership Interest, or portion thereof, upon which it

foreclosed but not the voting or other interests which comprise such

Partnership Interest, or portion thereof, (iii) the Person foreclosing

on such Lien shall not be admitted as a "Partner" without the approval

of the Policy Committee or the other Partners, and (iv) any sale or

other disposition of the Partnership Interest, or portion thereof, upon

which such Person foreclosed shall be subject to the terms of Article

VII hereof.

     7.04  Transfers Upon Triggering Events.

           (a)  Upon the occurrence of a Triggering Event, the

Triggering Partner shall give the other Partners prompt written notice

of such Triggering Event (the "Triggering Event Notice"), which notice

shall describe the terms and conditions of the transaction giving rise

to the Triggering Event.  For a period of thirty (30) days following

the receipt of the Triggering Event Notice (or, if no Triggering Event

Notice is received, at any time after a Triggering Event has occurred),

the Non-Triggering Partner (which, during the IMC GPCo Liquidation

Period, shall mean both Operations and IMC GPCo, for purposes of this

Section 7.04, if the IMC Partner is the Non-Triggering Partner) shall

have the right to sell, and, upon the receipt of notice (the "Exercise

Notice") of the exercise of such right from the Non-Triggering Partner,

the Triggering Partner shall have the obligation to purchase, all but

not less than all of the Non-Triggering Partner's Partnership Interest

at the Transfer Price applicable to such Triggering Event; provided,

however, that (i) if the transaction that gave rise to the Triggering

Event involved the sale of all or a portion of the Partnership Interest

of the Triggering Partner, the Non-Triggering Partner shall instead

have the right to sell all, but not less than all of its Partnership

Interest to the purchaser (the "Purchasing Partner") of the Triggering

Partner's Partnership Interest and the Purchasing Partner, by its

execution and delivery of a counterpart hereof on the closing date with

respect to the purchase and sale of the Triggering Partner's

Partnership Interest, agrees to purchase the Non-Triggering Partner's

Partnership Interest at the Transfer Price applicable to such

Triggering Event, (ii) if the Exercise Notice was delivered to the

Triggering Partner and the Triggering Partner fails to purchase the Non-

Triggering Partner's Partnership Interest within the period specified

above, then, without limiting its rights against such party, the Non-

Triggering Partner shall then have the right to sell all, but not less

than all, of its Partnership Interest to either the Purchasing Partner

or the Partnership, and upon receipt of an Exercise Notice, the

Purchasing Partner or the Partnership, as the case may be, shall be

obligated to purchase the Non-Triggering Partner's Partnership Interest

for cash at the Transfer Price applicable to such Triggering Event; and

(iii) if the Exercise Notice was delivered to the Purchasing Partner

and the Purchasing Partner fails to purchase the Non-Triggering

Partner's Partnership Interest within the period specified above, then,

without limiting its rights against such party, the Non-Triggering

Partner shall then have the right to sell all, but not less than all,

of its Partnership Interest to either the Triggering Partner or the

Partnership, and upon receipt of an Exercise Notice, the Triggering

Partner or the Partnership, as the case may be, shall be obligated to

purchase the Non-Triggering Partner's Partnership Interest for cash at

the Transfer Price applicable to such Triggering Event.  The closing of

the sale of the Non-Triggering Partner's Partnership Interest shall

occur on or before the sixtieth (60th) day following the receipt of the

Exercise Notice by the Triggering Partner, the Purchasing Partner or

the Partnership, as the case may be; provided that if the Appraisal

Procedure is invoked to determine the Transfer Price, the time periods

in this sentence shall be extended to the date which is thirty (30)

days following the final determination of the Transfer Price.  If a

Triggering Event Notice has been delivered and the Non-Triggering

Partner does not deliver an Exercise Notice within the thirty (30) day

period specified above, the Non-Triggering Partner shall be deemed to

have elected not to sell its Partnership Interest.

     (b)  The terms and conditions (other than the method of payment of

the Transfer Price) of any sale pursuant to this Section 7.04 shall be

customary for transactions of such type; provided that if the event

giving rise to this Triggering Event involves a sale of a Partnership

Interest, such terms and conditions shall be substantially similar to

the terms and conditions of the sale giving rise to the Triggering

Event, adjusted as appropriate to reflect differences in the structure

of the transactions.  The Transfer Price payable in connection with any

sale of a Partnership Interest by a Non-Triggering Partner pursuant to

this Section 7.04 shall be payable in cash on the date of closing of

such sale.  If the Transfer Price is determined in accordance with the

Appraisal Procedure, the expense thereof is to be paid fifty percent

(50%) by the Triggering Partner and fifty percent (50%) by the Non-

Triggering Partner.

     (c)  Any sale of a Partnership Interest by a Non-Triggering

Partner pursuant to this Section 7.04 shall be accompanied by a

corresponding sale of all of the issued and outstanding stock of the

Managing Partner then held by such Non-Triggering Partner in accordance

with Section 7.05.

     7.05  Interests in Managing Partner.  Except as provided in this

Section 7.05, neither the IMC Partner nor the FRP Partner shall sell,

transfer or otherwise dispose of all or any portion of the capital

stock of the Managing Partner.  If either the IMC Partner or the FRP

Partner sells, transfers or otherwise disposes of all or a portion of

its Partnership Interest to any Person in accordance with the terms of

Section 7.02, then, simultaneously therewith, the Non-Managing Partner

making such a transfer shall so sell, transfer or otherwise dispose of

a proportionate amount of capital stock of the Managing Partner to such

Person.

     7.06  Certain Conditions of Certain Transfers.  As a condition to

the effectiveness of (i) the Initial IMC GPCo Liquidating Distribution,

(ii) the Final IMC GPCo Liquidating Distribution, (iii) the FRP

GPCo/FCC/FTX Mergers, (iv) the merger, liquidation or dissolution of

the FRP Partner (or the transfer of its Partnership Interests) in

accordance with the terms of the Amendment, Waiver and Consent

Agreement and (v) any related transactions, each Partner hereby agrees

to bear, and assume liability for, any expense, cost or loss (including

any increase in taxes, other than any increase in income taxes which

arises solely from the timing of the reporting of income, deductions

and credits attributable to the normal business activities of the

Partnership) suffered by the Partnership, any other Partner or any of

their Related Persons (as defined below) arising from consummation of

the transactions described in (i) to (v) above in violation of the

provisions of this Agreement, the Parent Agreement, the Amendment,

Consent and Waiver Agreement and the IMC GPCo Plan of Liquidation.

                             ARTICLE VIII.

       Other Rights of, Duties and Restrictions on the Partners



     8.01  Indemnification.  All costs, expenses, liabilities,

obligations, losses, damages, penalties, proceedings, actions, suits or

claims of whatever kind or nature which may be imposed on, incurred by,

suffered by, or asserted against the Partnership, any Partner (which

term, for purposes of this Article VIII, shall, with respect to the IMC

Liquidation Period (and all other periods during which Operations or

IMC GPCo is a Partner) refer to each of Operations and IMC GPCo,

severally and not jointly) or any Partner's respective Affiliates,

directors, officers and employees, in connection with the ownership or

management or operation of the business and affairs of the Partnership

shall be referred to as "Claims".  The Partnership shall indemnify and

hold harmless each Partner and their respective Affiliates, directors,

officers and employees ("Related Persons") for all Claims other than

those caused by such Partner's or such other Related Person's gross

negligence, wilful misconduct, wilful breach of this Agreement or

failure to follow a specific instruction from the Policy Committee

adopted in accordance with the terms of this Agreement; provided that

in no event shall the Partnership be required to indemnify any Partner

or any of its Related Persons for any Claim arising out of or relating

to any Excluded Liability for which such Partner or Related Person is

responsible pursuant to the terms of the Contribution Agreement.  For

purposes of this Agreement, an ignoring of the terms of this Agreement

shall be deemed a wilful breach; provided that the Managing Partner

shall not be liable for ignoring the term of this Agreement requiring

the Managing Partner to act as an ordinary prudent and reasonable

manager if the Managing Partner acted in good faith and in the belief

(which was reasonable) that its actions were in accordance with all of

the terms of this Agreement.  In addition to, and not in contravention

of, the foregoing, the Partnership shall indemnify and hold harmless

each Partner and their respective Related Persons from all Assumed

Liabilities and any and all costs, expenses, liabilities, obligations,

losses, damages, penalties, proceedings, actions, suits or claims of

whatever kind or nature which may be imposed on, incurred by, suffered

by, or asserted against any Partner or its respective Related Persons

arising out of or in connection with any Assumed Liability.  The

Leasing Agreement and the Marketing and Administrative Services

Agreement shall contain provisions consistent with this Section 8.01.

     8.02  Contribution.  In the event that any Partner shall pay in

good faith or become obligated to pay any proper obligation of the

Partnership, such Partner shall be entitled to contributions from the

other Partners to the extent necessary so that, after giving effect to

such contributions, each Partner shall bear no more than that part of

such obligation which corresponds to its respective Capital Interest at

the time of the occurrence, circumstances, events or conditions giving

rise to the obligation.

     8.03  Continuing Liability of Withdrawn Partner.  In the event of

the withdrawal of a Partner from the Partnership by reason of the

transfer of its entire Partnership Interest in accordance with the

provisions of this Agreement, or in violation of this Agreement, such

withdrawn Partner shall remain liable as a general partner with respect

to all obligations of the Partnership incurred or accrued on or prior

to the date of withdrawal (but shall not have liability for obligations

of the Partnership incurred or which accrue subsequent to the date of

withdrawal).  If the Partnership is continued without dissolution, or

reconstituted and continued, following the withdrawal of any Partner,

in either case in accordance with the terms of this Agreement, the

withdrawn Partner shall be entitled only to the payments expressly

provided for in this Agreement and shall not be entitled to any other

or further payments from the Partnership or any other Partner.

Further, in such circumstances, the withdrawn Partner shall have no

right to cause the winding up or liquidation of the business or assets

of the Partnership, and neither the Partnership nor any Partner shall,

as a condition to the continuation or reconstitution of the

Partnership, be required to post any bond in favor of, or indemnify,

the withdrawn Partner as regards past, present or future liabilities or

otherwise.

     8.04  Breach of Parent Agreement.  For purposes of this Agreement,

(i) a breach by FTX or FRP of the terms of the Parent Agreement shall

constitute a breach of this Agreement by the FRP Partner and (ii) a

breach by Global or Operations of the terms of the Parent Agreement

shall constitute a breach of this Agreement by the IMC Partner.

                              ARTICLE IX.

                    Certain Operational Provisions



     9.01  Financial, Accounting, and Banking Matters.

           (a)  The Fiscal Year of the Partnership shall begin on July

     1 and end on June 30 of each year of the Partnership.

           (b)  The auditors of the Partnership shall be Ernst & Young

     or such other independent certified public accounting firm of

     recognized national standing selected by the Policy Committee in

     accordance with the terms of Sections 6.04 and 6.05, or if the

     Policy Committee fails to so approve such a selection, then by the

     CEOs or the Managing Partner, as the case may be, in accordance

     with the terms of Section 6.07(b).



           (c)  The Partnership shall establish bank accounts at such

     banks as may from time to time be designated by the Managing

     Partner.  The Partnership's funds shall be invested in such manner

     as the Managing Partner deems appropriate.  All bank and other

     accounts shall be maintained in the Partnership's name.  None of

     the Partnership's funds shall be commingled with the funds of any

     Partner unless previously approved in writing by the other

     Partners.



     9.02  Budget and Approval Authorities.

           (a)  The Managing Partner shall have the sole and exclusive

     authority and responsibility to present annual operating and

     capital budgets and quarterly updates of such budgets to the

     Policy Committee for its approval, such quarterly updates to

     present information on a month-by-month basis.  As soon as

     available, but not later than forty (40) days prior to the end of

     each Fiscal Year, the Managing Partner shall, at a special meeting

     of the Policy Committee called for such purpose, present to the

     Policy Committee the operating and capital expenditure budgets for

     the succeeding Fiscal Year.  The Policy Committee shall review

     such proposed budgets and shall either approve the proposed

     budgets or negotiate in good faith with the Managing Partner to

     adopt mutually acceptable budgets for such succeeding Fiscal Year.

     As soon as available, but not later than sixty (60) days after the

     end of a Fiscal Year and each quarter of the succeeding Fiscal

     Year, the Managing Partner shall, at a special meeting of the

     Policy Committee called for such purpose, present to the Policy

     Committee the operating and capital expenditure budget updates for

     the remaining portion of the then current Fiscal Year.  The Policy

     Committee shall review such proposed budget updates and shall

     either approve the proposed budget updates or negotiate in good

     faith with the Managing Partner to adopt mutually acceptable

     budget updates for the remaining portion of the then current

     Fiscal Year.  If the Policy Committee adopts budgets for a Fiscal

     Year or any portion thereof, the Managing Partner shall use all

     commercially reasonable efforts to operate and manage the business

     and affairs of the Partnership in accordance with such budgets

     (or, if the Policy Committee fails to so adopt such budgets in

     accordance with the terms of Sections 6.04 and 6.05 and if such

     budgets are instead adopted by the CEOs or the Managing Partner,

     as the case may be, in each case in accordance with the terms of

     Section 6.07(b), then in accordance with such budgets).

           

           (b)  The Managing Partner shall have the sole and exclusive

     authority and responsibility to present five (5) year operating

     and financial forecasts for the Partnership to the Policy

     Committee; provided that if the Managing Partner has not presented

     such a five (5) year operating and financial forecast to the

     Policy Committee on or before the sixtieth (60th) day of any

     Fiscal Year for the succeeding five (5) years, the Managing

     Partner shall provide the Non-Operating Partner with access to the

     Managing Partner's operating and financial personnel and shall

     cause such operating and financial personnel to assist the Non-

     Operating Partner in preparing a five (5) year operating and

     financial forecast for the Partnership.



     9.03  Insurance.  The Managing Partner shall have the authority

and responsibility to take whatever action (not inconsistent with the

terms hereof) it determines in good faith to be necessary or

appropriate to preserve and protect the assets of the Partnership,

including, without limitation, by procuring, for the account of the

Partnership, such insurance against such hazards and liabilities as the

Managing Partner deems appropriate in light of prudent industry

practice.  All such insurance, whether maintained by the Managing

Partner, Operations or FRP for the benefit of the Partnership, may be

in the name of any Partner, Operations, FRP or the Partnership so long

as each insurance policy names the Partnership and each Partner as

either the "insured party" or an "additional insured party" and waives

subrogation in favor of each such party.  Such insurance coverage may

be subject to such self-insurance, deductibles and limits as the

Managing Partner deems appropriate.  If requested by the Managing

Partner, either of the Non-Managing Partners or their respective parent

entities shall cooperate with the Managing Partner in designing and

maintaining a risk management program which insures the Partnership

against such hazards and liabilities as the Managing Partner deems

appropriate, provided that if the Managing Partner requests either of

the Non-Managing Partners or their Affiliates to maintain insurance in

the name of the Partnership, the Partnership shall reimburse such Non-

Managing Partner or such Affiliates for all of the direct costs and

expenses incurred in connection with the maintenance of such insurance.

In addition to the insurance provided for the benefit of the

Partnership under this Section 9.03, each Partner and its Affiliates

shall have the right to purchase such other insurance as it deems

prudent to cover its respective interest in the Partnership; provided

that all costs and expenses incurred in connection with the maintenance

of such insurance shall be paid by such Partner and provided that such

insurance shall not have the effect of restricting the amount or

availability of insurance maintained by the Partnership.  Should any

Partner or their Affiliates with respect to the Partnership purchase

such other insurance, such other insurance shall waive rights of

subrogation against the other Partners, the Partnership and their

Affiliates.

     9.04  Financial and Other Information.  The Managing Partner shall

deliver or cause to be delivered to each Partner:

           (a)  as soon as available, but not more than twenty (20)

     days (or, in the case of June, forty-five (45) days) after the end

     of each month during the term of the Partnership, (i) a statement

     of the Distributable Cash and Capital Proceeds of the Partnership

     for the preceding month and (ii) an estimate of the Distributable

     Cash and Capital Proceeds of the Partnership for the remaining

     months of the current quarter and for the entire succeeding

     quarter of the Partnership;

           (b)  as soon as available, but not more than twenty (20)

     days (or, in the case of June, forty-five (45) days) after the end

     of each month in each Fiscal Year during the term of the

     Partnership, the following reports of the Partnership: (i) a

     Partnership consolidation (i.e. trial balance) for the preceding

     month, (ii) a plant operating statement showing expenditures by

     cost center and cost element compared with the budget for the

     preceding month and year-to-date, (iii) a capital spending status

     report;

           (c)  as soon as available, but not more than twenty (20)

     days (or, in the case of June, forty-five (45) days) after the end

     of each month in each Fiscal Year during the term of the

     Partnership, (i) an unaudited Balance Sheet of the Partnership as

     at the end of the preceding month, (ii) the unaudited related

     Statement of Income of the Partnership, which shall include sales

     volumes, revenues and margins by product, for the preceding month

     and for the Fiscal Year-to-date and (iii) the unaudited related

     Statement of Cash Flow of the Partnership for the preceding month

     and for the Fiscal Year-to-date, it being understood that in the

     case of clauses (ii) and (iii) such statements are to be presented

     setting forth in each case in comparative form the corresponding

     figures for the corresponding period of the previous Fiscal Year

     and the plan for the current Fiscal Year, all in reasonable detail

     and in accordance with generally accepted accounting principles

     applied on a basis consistent with such prior fiscal periods

     (except as otherwise specified in such report);

           (d)  as soon as available, but not more than twenty (20)

     days (or, in the case of June, forty-five (45) days) after the end

     of each month in each Fiscal Year during the term of the

     Partnership, an analysis of the performance of the Partnership;

           (e)  as soon as available, but in any event within thirty

     (30) days after the end of each quarter of each Fiscal Year during

     the term of the Partnership a report providing the financial and

     operating data for inclusion in the Partners' Affiliates'

     respective reports on Form 10-K or Form 10-Q (or any successor

     reports or forms thereof) required to be filed with the SEC as of

     the end of such quarter;

           

           (f)  as soon as available, but in any event within ninety

     (90) days after the end of each Fiscal Year during the term of the

     Partnership, an audited Balance Sheet as at the end of such Fiscal

     Year and the related Statements of Income and Cash Flow of the

     Partnership for such Fiscal Year, setting forth in each case in

     comparative form, the figures for the previous Fiscal Year of the

     Partnership, all in reasonable detail, with applicable footnotes

     and accompanied by a report thereon of Ernst & Young or such other

     independent public accountants of recognized national standing

     selected by the Partnership in accordance with the terms of

     Section 9.01(b), which report shall state whether in its opinion,

     such financial statements present fairly in all material respects

     the financial position of the Partnership as at the dates

     indicated and the results of its operations and cash flows for the

     periods indicated, in conformity with generally accepted

     accounting principles;

           

           (g)  promptly upon obtaining knowledge of any audit item

     involving disclosure or any material accounting issue, written

     notification of such disclosure or accounting issue;

           

           (h)  within sixty (60) days after the end of each Fiscal

     Year during the term of the Partnership, a certificate of an

     officer of the Managing Partner describing the material terms of

     all transactions between the Partnership and Affiliates of the

     Operating Partner during the preceding Fiscal Year;

           

           (i)  within twenty (20) days of the end of each calendar

     year, the information that FRP and FTX reasonably request in order

     for FRP and FTX to comply with the provisions of FASB 109; and

           

           (j)  promptly, any other financial reports delivered to the

     Operating Partner's parent entity.



     9.05  Qualifying Income.



           (a)  The Partnership shall not, without the written consent

     of the FRP Partner, generate income other than Qualifying Income.

     The Managing Partner shall take any action required to operate the

     Partnership in a manner consistent with the requirement of this

     Section 9.05(a).

           

           (b)  The Managing Partner shall provide the FRP Partner, on

     a monthly basis, with the information and data reasonably

     necessary for the FRP Partner to determine whether the requirement

     of Section 9.05(a) will be met for the Partnership's taxable year.

     The Managing Partner shall also provide the FRP Partner, on a

     timely basis, with the information and data reasonably necessary

     to determine whether any Major Decision defined in Section

     6.07(a)(ii) or Section 6.07(a)(iv) will result in the failure of

     the Partnership to meet the requirement of Section 9.05(a) for any

     taxable year of the Partnership.  Upon providing the FRP Partner

     with information and data with respect to any current or proposed

     source of Partnership income reasonably sufficient for FRP to

     determine whether such income is or will be Qualifying Income, the

     Managing Partner may request that the FRP Partner consent to the

     Partnership's generation of such income.  The FRP Partner shall

     respond in writing to any such request in a timely manner and any

     consent so expressed shall constitute consent by the FRP Partner

     to the generation of such income for purposes of Section 9.05(a),

     subject to any limitation on the amount or timing thereof stated

     in such consent.  If the FRP Partner does not respond in writing

     to the Managing Partner's request within twenty-five (25) days of

     the receipt of such request, the FRP Partner shall be deemed to

     have consented to the Partnership's generation of such income for

     purposes of Section 9.05(a).

           

           (c)  In the event that (i) the Partnership fails (or based

     on all available information, the FRP Partner reasonably believes

     the Partnership may fail) to meet the requirement of Section

     9.05(a) for any taxable year or (ii) there is an amendment to

     Section 7704 of the Code, the issuance of a Treasury Regulation

     pursuant to Section 7704 of the Code, the amendment of any other

     Code Section, or the issuance of any other Treasury Regulation or

     pronouncement that, in the reasonable belief of the FRP Partner,

     may affect the partnership status of the FRP Partner or FRP for

     Federal income tax purposes, the Policy Committee shall meet to

     determine what actions would be required to preserve the

     partnership status of the FRP Partner and FRP for Federal income

     tax purposes.  If the Policy Committee determines (or, if the

     Policy Committee fails to agree, if either the IMC Partner or the

     FRP Partner reasonably and in good faith determines) that the

     Partnership cannot be operated in a manner that is consistent with

     achieving the Partnership's business purpose other than in a

     manner that is inconsistent with preserving the partnership status

     of the FRP Partner and  FRP for Federal income tax purposes, the

     Partners agree to negotiate in good faith to determine the

     appropriate action to be taken.  In the event that the IMC Partner

     and the FRP Partner are unable to agree on the action to be taken

     after negotiating in good faith, each of the IMC Partner and the

     FRP Partner shall have the right to elect to dissolve the

     Partnership.  It is acknowledged that none of the Partners is

     obligated to take any action, and the Partnership is not obligated

     to take action, that is harmful to any Partner or its Affiliates,

     other than the dissolution of the Partnership.



     9.06  Work Force; Employee Benefits.

           (a)  The Managing Partner shall supply, for the account of

     the Partnership, the necessary work force for the conduct of the

     business and affairs of the Partnership.  The work force to be

     provided shall include but shall not be limited to qualified

     miners, engineers, metallurgists, geologists, assayers, equipment

     operators, helpers, mechanics, accountants, attorneys, purchasing

     agents, sales personnel and support staff, together with necessary

     supervisory and management personnel, and shall include, as

     necessary, the services of the Leased IMC Employees.  Consistent

     with approved budgets, all members of the work force employed by

     the Managing Partner for the purpose of providing services to the

     Partnership shall be paid such salaries, hourly wages and benefits

     and shall be subject to such other terms and conditions of

     employment as the Managing Partner deems appropriate subject to

     the following sentence of this Section 9.06.  The Managing Partner

     shall be reimbursed (in accordance with Section 9.11) for the cash

     costs (i) incurred under the Leasing Agreement in connection with

     the Leased IMC Employees including, but not limited to, salaries

     and wages; social security taxes and payroll taxes; contributions

     to the IMC Salaried Pension Plan and the Retirement Plan for Non-

     Union Hourly Employees of IMC Fertilizer, Inc. and contributions

     to the IMC Salaried Contribution Plan and the Savings Plan for

     Hourly Employees of IMC Fertilizer, Inc.; any employee benefits

     other than those described above, including, but not limited to,

     benefits under any employee benefit plan (as defined in section

     3(3) of the Employee Retirement Income Security Act of 1974, as

     amended) or any retirement or deferred compensation plan, stock

     plan, unemployment compensation plan, vacation pay, severance pay,

     bonus or benefit arrangement, insurance or hospitalization program

     or any other fringe benefit arrangement which does not constitute

     an employee benefit plan, or any employment agreement, post-

     retirement benefits, severance benefits or other employee benefits

     for former Leased IMC Employees; and other governmental charges

     relating to such employment; and (ii) of hiring and employing,

     including, without limitation, (A) the cost of all social security

     taxes, payroll taxes, post-retirement benefits of former Managing

     Partner employees, other employee benefits and other governmental

     charges related to such employment to the extent that the cost

     thereof is associated with personnel employed or formerly employed

     at production facilities as reflected, consistent with Operations'

     historic practices, in the cost of goods sold income statement

     caption and (B) the costs attributable to employees providing

     management information services, public relations and internal

     audit services provided directly to production facilities and

     limited to those amounts reflected, consistent with Operations'

     historic practices, in the cost of goods sold income statement

     caption.  To the extent that such personnel costs described at

     clause (ii) above are included, consistent with Operations'

     historic practices, in the selling and administrative expense

     income statement caption for financial reporting purposes, such

     costs shall be covered by the Administrative Fee described in

     Section 9.11 and shall not be separately reimbursed or paid by the

     Partnership.

           

           (b)  Subject to the terms and conditions of the

     Contribution Agreement and to the extent permitted by applicable

     law, the Managing Partner shall maintain employee benefit plans

     (as defined in section 3(3) of ERISA) and retirement or deferred

     compensation plans, unemployment compensation plans, vacation pay,

     severance pay, bonus and benefit arrangements, insurance and

     hospitalization programs and any other fringe benefit arrangements

     for current and former employees, consultants and agents (whether

     pursuant to contract, arrangement, custom or informal

     understanding) which do not constitute employee benefit plans

     (collectively, "Employee Benefit Plans") which are substantially

     similar in all material respects to such plans, arrangements and

     programs maintained from time to time by Operations, and shall

     modify the provisions of the MP Pension Plans, MP Contribution

     Plans and MP Benefit Plans to the extent changes are made to the

     corresponding plan, contract or arrangement maintained by

     Operations (the "IMC Plans") to the extent such changes to the IMC

     Plans are commercially reasonable; provided, however, that nothing

     in this Section 9.06(b) shall require the Managing Partner to

     maintain any plan, arrangement or program for any employee who is

     covered by a collective bargaining agreement, except to the extent

     provided by such collective bargaining agreement.



     9.07  Emergency Expenditures; Compliance with Law.



           (a)  If at any time as a result of any event there arises

     an emergency where the Managing Partner determines that failure to

     take prompt action may result in loss of life or material personal

     injury or property damage, the Managing Partner shall have the

     authority and responsibility to take such action and make such

     immediate expenditures as the Managing Partner may deem necessary

     to protect against loss of life, personal injury or damage to or

     destruction of property, to safeguard lives and/or prudently

     preserve and protect the optimum economic value of the assets of

     the Partnership; provided that as soon as reasonably practicable

     following the occurrence of such an emergency, the Managing

     Partner shall notify the other Partners of the nature of the

     emergency and the actions taken in response to such emergency.

           

           (b)  The Managing Partner shall have the authority and

     responsibility to take such action and make such immediate

     expenditures as it may deem necessary to manage and operate the

     business and affairs of the Partnership in compliance with

     applicable law; provided that if time permits, the Managing

     Partner shall seek the approval of the Policy Committee prior to

     making any expenditure pursuant to this Section 9.07(b) which

     would otherwise have required such approval, and, if time does not

     so permit, will promptly report such action or expenditures to the

     Policy Committee.

           

           (c)  Any expenditure made pursuant to this Section 9.07

     shall be deemed to constitute an approved expenditure without the

     need or necessity for any action or approval by the Policy

     Committee and shall not be included in determining whether the

     Managing Partner is managing the business and affairs of the

     Partnership within the operating and capital expenditure budgets

     approved or adopted as described in Section 9.02 hereof.



     9.08  No Action Contrary to Contracts or Applicable Law.  The

Managing Partner agrees to use all commercially reasonable efforts not

to do or fail to do any act if it in good faith believes not doing or

failing to do such act is likely to result, or with the giving of

notice and/or the passage of time is likely to result, in (a) a default

under the terms of any mortgage, bond, indenture, agreement, lease or

other instrument or obligation to which the Partnership is a party or

by which its properties or assets may be bound; or (b) the violation of

any law, rule, regulation or ordinance or any judgment, order,

injunction, decree or award of any court, administrative agency or

governmental body against, or binding upon, the Partnership or its

properties or assets; provided, that, in the case of clause (a) above,

the covenant of the Managing Partner shall not apply if compliance

therewith would require the Managing Partner to make any capital or

other expenditures which are not provided for in an operating or

capital expenditure budget adopted by the Policy Committee (or by the

CEOs or the Managing Partner, as the case may be, pursuant to Section

6.07(b)), or otherwise approved by the Policy Committee or by the CEOs

or the Managing Partner in accordance with the terms of this Agreement

and, in the case of  clause (b) above, any action or failure to act by

the Managing Partner taken to comply with the covenant shall be deemed

to be within its authority set forth in Section 9.07(b) and (c) hereof.

The Managing Partner shall promptly notify the Policy Committee in

writing of (i) the occurrence of any material default of which it has

knowledge under the terms of any mortgage, bond, indenture, agreement,

lease or other instrument or obligation to which the Partnership is a

party or by which its properties or assets may be bound, (ii) any

material violation of which it has knowledge of any law, rule,

regulation or ordinance or any judgment, order, injunction, decree or

award of any court, administrative agency or governmental authority

insofar as such violation relates to the Managing Partner, any Partner

or the Partnership, and (iii) any event which, with the delivery of

notice or the passage of time, or both, in the good faith belief of the

Managing Partner is likely to result in an event described in clause

(i) or (ii).  The Managing Partner shall cause the Partnership to use

all commercially reasonable efforts to promptly cure or remedy any such

event within its control and for which it is responsible hereunder;

provided, that in the case of a cure or remedy relating to a default

described in clause (a) of the first sentence of this Section 9.08, the

covenant of the Managing Partner shall not apply if compliance

therewith would require the Partnership to make any capital or other

expenditures which are not provided for in an operating or capital

expenditure budget adopted by the Policy Committee (or adopted by the

CEOs or the Managing Partner, as the case may be, pursuant to Section

6.07(b)), or otherwise approved by the Policy Committee or by the CEOs

or the Managing Partner in accordance with the terms of this Agreement

and, in the case of a cure or remedy relating to a violation described

in clause (b) of the first sentence of this Section 9.08, any such cure

or remedy shall be deemed to be within the Managing Partner's authority

set forth in Section 9.07(b) and (c) hereof.  The Managing Partner

shall represent the Partnership in any proceeding (whether formal or

informal) relating to any such event.  At all times the Managing

Partner shall keep the Non-Managing Partners informed of the current

status and all significant developments in all such proceedings or

matters.

     9.09  Licenses and Permits.  The Managing Partner shall use all

commercially reasonable efforts to procure and maintain, for the

account of the Partnership, all licenses, permits and other

governmental authorizations necessary or appropriate to operate the

Partnership.  The Managing Partner shall notify the Non-Managing

Partners promptly of any denial, suspension or revocation of any

material permit, license or governmental authorization and of any other

action or failure to act by any governmental authority which relates to

permits or licenses for the Partnership or significantly affects the

operations of the Partnership.



     9.10  Litigation.  The Managing Partner may, in its commercially

reasonable discretion, bring suit in the name or on behalf of the

Partnership without the approval of the Policy Committee.  The Managing

Partner shall at all times keep the Non-Managing Partners informed of

the current status and all significant developments in any such suit.



     9.11  Payment and Reimbursement of Expenses; Handling of

Partnership Bank Accounts and Funds.

           (a)  The Partnership shall establish bank accounts at such

     banks as may from time to time be designated by the Managing

     Partner.  The Partnership's funds shall be invested in such manner

     as the Managing Partner deems appropriate with interest accruing

     to the Partnership.  All bank and other accounts shall be

     maintained in the Partnership's name.  None of the Partnership's

     funds shall be commingled with the funds of any Partner unless

     previously approved in writing by all of the other Partners.  The

     Partnership shall designate a representative of the Managing

     Partner as a signatory on its bank accounts to accomplish more

     effectively the purposes of this Section 9.11.

           (b)  During the regular course of business, the Managing

     Partner will invoice customers on behalf of the Partnership for

     all sales of the business of the Partnership.  The customers for

     such sales will be instructed to direct their cash remittance

     directly to a Partnership bank account designated by the Managing

     Partner.

           (c)  The Partnership shall pay all costs, expenses,

     liabilities, losses, damages, penalties and other obligations of

     the Partnership.  In furtherance thereof, the Managing Partner

     will maintain in the name of the Partnership one or more

     Partnership cash disbursement accounts for the purpose of paying

     all such obligations of the Partnership.  These disbursements

     include all payments to third parties, payments to the Partners

     for expenses incurred on behalf of the Partnership as well as

     payments to the Partners of their share of Distributable Cash.

     The disbursements shall cover all capital as well as operating

     outlays of the Partnership.

           (d)  The Partnership shall pay to the Managing Partner, out

     of Partnership funds, an annual fee (the "Administrative Fee")

     intended to compensate the Managing Partner for selling and

     administrative expenses (determined on a basis consistent with

     Operations' historic practice with respect to its Contributed

     Business) incurred by the Managing Partner in connection with the

     operation and management of the business and affairs of the

     Partnership or the performance of the Managing Partner's

     obligations hereunder.  One-twelfth of the Administrative Fee

     shall be payable monthly in advance on the first day of each month

     during the term of the Partnership.  The Administrative Fee shall

     initially be thirty-four million, three hundred thousand dollars

     ($34,300,000) and (i) shall be adjusted on June 30, 1994 and each

     June 30 thereafter during the term of the Partnership in

     accordance with the following sentence, and (ii) may be adjusted

     by the Policy Committee upon the request of any Partner if the

     manner in which the Managing Partner manages and operates the

     business and affairs of the Partnership changes in such a way that

     the Administrative Fee (as adjusted in accordance with the

     following sentence) no longer accurately reflects the selling and

     administrative practices employed by the Managing Partner in

     connection with the operation and management of the business and

     affairs of the Partnership and the performance of its obligations

     hereunder.  The Administrative Fee for any Fiscal Year commencing

     with the Fiscal Year commencing July 1, 1994 shall be equal to

     either (x) the sum of (i) the Administrative Fee in effect for the

     immediately preceding Fiscal Year, plus (ii) the product of (A)

     the percentage change in the GNP Deflator Index for the

     immediately preceding Fiscal Year, multiplied by (B) the

     Administrative Fee for the immediately preceding Fiscal Year or

     (y) an amount determined by the Policy Committee pursuant to

     clause (ii) of the immediately preceding sentence.  It is agreed

     among the Partners that all expenses and costs relating to FRP

     Transferred Sales Employees are included in the Administrative Fee

     and that no additional payment or reimbursement shall be made from

     the Partnership to the Managing Partner on account of such

     employees.

           (e)  The Partnership shall reimburse the Managing Partner

     for all cash personnel costs, as set forth in Section 9.06.

     Additionally, any other expenditures incurred by the Managing

     Partner in connection with the business and affairs of the

     Partnership or the performance by the Managing Partner of its

     obligations hereunder in accordance with the terms of this

     Agreement, as generally described in the operating budget of the

     Partnership, and which constitute part of cost of goods sold and

     not paid directly from Partnership funds will be reimbursed by the

     Partnership.

           (f)  To the extent the Managing Partner determines that an

     advance of monies from the Partners to the Partnership is

     necessary (other than under the Working Capital Contribution

     Arrangement), the Managing Partner shall request that the Policy

     Committee call for cash contributions from the Partners in

     accordance with Section 3.02(a).

           

           (g)  The Managing Partner shall be entitled to access, as

     needed, the funds of the Partnership in order to pay expenses,

     including, but not limited to, payroll expenses of the Managing

     Partner, for which the Managing Partner is entitled to

     reimbursement pursuant to Section 9.11(e).

           (h)  Notwithstanding anything herein to the contrary, the

     Partnership shall not be obligated to pay, advance to or reimburse

     the Managing Partner for, any costs or expenses pursuant to this

     Section 9.11 if such cost or expense was incurred by the Managing

     Partner otherwise than in compliance with this Agreement.

           (i)  All payments provided for in this Section 9.11 shall

     be made on or before the due date, and if not paid, the unpaid

     balance shall bear interest from and after the due date at the

     rate equal to the lower of:  (i) the maximum rate allowed by law

     and (ii) the Prime Rate.



     9.12  Transactions with Affiliates.  Except with respect to items

(i)(B) and (ii) referred to in the parenthetical phrase in the

following sentence, any transaction, agreement, arrangement or

understanding between or on behalf of the Partnership, on the one hand,

and the Operating Partner or any Affiliate of the Operating Partner, on

the other hand, must be on terms no less favorable to the Partnership

than those which could be obtained from an independent third party

providing similar goods or services of like quality.  All such

transactions, agreements, arrangements and understandings in an

aggregate amount in any Fiscal Year in excess of the Base Affiliate

Transaction Amount for such Fiscal Year (other than (i) during any

period during which the IMC Partner is Operating Partner, (A) any

transactions, agreements, arrangements or understandings with

Operations' railcar repair business located at Fitzgerald, Georgia on

terms no less favorable to the Partnership than those which could be

obtained from an independent third party providing similar goods or

services of like quality and (B) any transactions, agreements,

arrangements and understandings with the Rainbow Division of Operations

and International Minerals & Chemical (Canada) Global Limited

("IMC Canada Ltd."; formerly International Minerals & Chemical

Corporation (Canada) Limited) on the terms set forth on Schedule 9.12

and (ii) (A) the Marketing and Administrative Services Agreement, (B)

the Leasing Agreement, (C) the Materials Purchase and Cost Sharing

Agreement, (D) the Employee Cost Sharing Agreement and (E) the

Limestone Cost Sharing Agreement) shall be subject to the approval of

the Policy Committee or the CEOs, as the case may be, in accordance

with Section 6.07(a) or (b).  Nothing in this Section 9.12 shall in any

way restrict or affect the right of the Partnership to enter into

transactions with Affiliates of the Non-Operating Partner.



     The Operating Partner will, and will cause its Affiliates to (i)

give the Non-Operating Partner and its auditors and other authorized

representatives such access to the offices, properties, books and

records of such party, (ii) furnish to the Non-Operating Partner and

its auditors and other authorized representatives such financial and

operating data and other information as such Persons may reasonably

request and (iii) instruct its employees and auditors to cooperate with

the Non-Operating Partner and its auditors and other authorized

representatives, in each case as may be reasonably requested by the Non-

Operating Partner to evaluate any transactions, agreements,

arrangements or understandings between the Partnership or the Managing

Partner on the one hand, and the Operating Partner and its Affiliates,

on the other hand; provided that any investigation pursuant to this

Section shall be conducted in such a manner as not to interfere

unreasonably with the conduct of business of the Operating Partner and

its Affiliates.



     9.13  No Shifting of Cash Flow.  The Partners acknowledge that due

to the changes in the Partners' Current Interests and Capital Interests

over time, either the IMC Partner or the FRP Partner could be

disproportionately benefited or adversely affected by actions designed

to defer or accelerate Partnership revenues, defer or accelerate

Partnership expenses or capital expenditures or defer or accelerate

Partnership cash flow.  The Managing Partner agrees that it will not

operate the Partnership with the intention of deferring or accelerating

cash flows from one period to another; provided that nothing in this

Section 9.13 shall prevent the Managing Partner from managing the

business and affairs of the Partnership in accordance with the then

current operating and capital expenditure budgets or taking actions to

serve the interests of the Partnership without regard to changes in the

Current Interests and Capital Interests of the Partners.

                              ARTICLE X.

                    Accounting Records; Tax Matters



     10.01  Books and Records.  The Managing Partner shall cause the

Partnership to prepare and maintain proper and complete records and

books of account, separate from the books and records of the Managing

Partner maintained for activities unrelated to the Partnership, in

which shall be entered all transactions and other matters relative to

the Partnership and the operation and management of the Partnership and

its business as are usually entered into records and books of account

maintained by Persons engaged in businesses of like character.  The

books and records of the Partnership shall be maintained at its

principal place of business.   The books of the Partnership shall be

maintained for financial reporting requirements in accordance with

generally accepted accounting principles.  The Partnership shall also

maintain such tax basis books as are required for the Partnership and

the Partners to comply with the provisions of FASB 109.  The

Partnership shall provide such financial and other statements,

including plans, forecasts and projections, as each Partner may

reasonably require for purposes of estimating taxes or projecting the

amount and source of future taxable income or loss.



     10.02  Inspection of Books and Records.  Each of the IMC Partner

(and, during the IMC GPCo Liquidation Period, each of Operations and

IMC GPCo) and the FRP Partner, at its own expense, shall have

reasonable access to the auditors of the Partnership and shall have the

right to inspect such books and records and the physical properties of

the Partnership during normal business hours and to cause an audit

thereof; provided that if either of the IMC Partner (or, during the IMC

GPCo liquidation Period, Operations or IMC GPCo) or the FRP Partner

requests access to the Partnership's auditors, desires to inspect the

books, records and physical properties of the Partnership or desires to

cause an audit of the Partnership's books, records and physical

properties, such Partner shall provide prior written notice to the

Managing Partner; and provided, further, that, unless required by

applicable law or unless such Partner reasonably believes that it needs

some or all of the information which would be obtained in an audit in

order to satisfy its duties and obligations to its shareholders or

partners or to the shareholders or to the partners or unitholders of

Global or FRP, as the case may be, no more than one such audit may be

requested during any twelve (12) month period and each such audit shall

be made, if at all, within twenty-four (24) months of the end of the

fiscal period to which it relates.  All meetings with the Partnership's

auditors and inspections of the Partnership's books, records and

physical properties shall be conducted in a manner and at a time

designed not to cause undue inconvenience to the Managing Partner.  The

Managing Partner, however, shall (i) not unreasonably delay such audit,

(ii) make all books and records of the Partnership available to the

auditors in connection with such audit and (iii) use all commercially

reasonable efforts to cause its personnel to cooperate with the

auditors in a commercially reasonable manner and to provide any

assistance reasonably necessary in connection with such audit.  Any

Partner shall be permitted to make financial and other information

relating to the business and affairs of the Partnership available to

third parties in connection with any proposed sale or other disposition

of all or a portion of its Partnership Interest in accordance with the

terms of this Agreement, provided such third parties have signed

appropriate confidentiality agreements with such Partner and the

Partnership.

     10.03  Accounting and Taxable Year.  Subject to Section 448 of the

Code and the provisions of this Agreement, the books of the Partnership

(and the classification, realization and recognition of income, gain,

losses, deductions and other items for Federal income tax purposes)

shall be kept and determined on such method of accounting for tax and

financial reporting purposes as may be determined by the Managing

Partner.  The taxable year of the Partnership shall end on such date

permitted under the Code as the Partners shall determine.

     10.04  Partnership Tax Returns.  The Managing Partner shall use

its best efforts to cause the Partnership to timely file all necessary

federal, state, and local Partnership income tax returns and

information returns.  Each Partner shall provide such information, if

any, as may be required by the Partnership for purposes of preparing

such tax and information returns.  The Partnership's income tax returns

shall be provided to the Non-Operating Partner in sufficient time for

the Non-Operating Partner to confer with the Managing Partner before

the time at which such Partnership return must be filed.  The

Partnership shall deliver to each Partner, within twenty-five (25) days

after the end of the Partnership taxable year any additional

information in the possession of the Partnership that the Partners may

reasonably require for the preparation of their own income tax returns.

     10.05  Partnership Taxes.  The Managing Partner shall cause the

Partnership to timely pay all taxes and assessments levied or assessed

against the Partnership or its assets.  However, the Managing Partner

may cause the Partnership to either (i) contest in good faith the

validity of any such taxes or assessments or (ii) pay such taxes and

assessments under protest.  In the event that the Managing Partner

causes the Partnership to contest in good faith such taxes and

assessments, the Managing Partner shall not be obligated to cause the

Partnership to pay the same until a final determination is reached that

such taxes or assessments are valid and constitute an obligation of the

Partnership.

     10.06  Tax Matters Partner.  The Managing Partner shall be the

"tax matters partner," as that term is defined in Code Section

6231(a)(7) (the "Tax Matters Partner") with all of the rights, duties,

and powers provided for in Code Sections 6221 through 6232 inclusive;

provided, however, that, in the exercise of such powers, the Tax

Matters Partner shall be subject to the overall direction of the

Partners and the provisions of Sections 10.05, 10.06 and 10.07.  The

Tax Matters Partner, as an authorized representative of the

Partnership, shall have the right to retain and to pay the fees and

expenses of counsel and other advisors selected by the Tax Matters

Partner.  All reasonable expenses of the Tax Matters Partner and other

reasonable fees and expenses of the Partnership incurred in connection

with the defense of any claims made by the Internal Revenue Service

shall be borne by the Partnership.



     10.07  Duties of the Tax Matters Partner.  The Tax Matters Partner

shall cooperate with the other Partners and, for other than routine

correspondence and communications, shall promptly provide the other

Partners with copies of notices or other materials from, and inform the

other Partners of discussions engaged in with, the Internal Revenue

Service and shall provide the other Partners with notice of all

scheduled administrative proceedings, including meetings with Internal

Revenue Service agents, technical advice conferences and appellate

hearings, as soon as reasonably possible after receiving notice of the

scheduling of such proceedings.  The Tax Matters Partner shall not

agree to extend the period of limitations for assessments, file a

petition or complaint in any court, file a request for an

administrative adjustment of Partnership items after any return has

been filed, or enter into any settlement agreement with the Internal

Revenue Service or Department of Treasury with respect to Partnership

items of income, gain, loss, deduction or credit except with the

consent of the IMC Partner (or, with respect to the IMC GPCo

Liquidation Period, Operations and IMC GPCo) and the FRP Partner, which

consent shall not be unreasonably withheld.  The Tax Matters Partner

may request extensions to file any tax return or statement without the

consent of, but shall so inform, the IMC Partner (or, with respect to

the IMC GPCo Liquidation Period, Operations and IMC GPCo) and the FRP

Partner.  The provisions of this Agreement regarding the Partnership's

tax returns shall survive the termination of the Partnership and the

transfer of any Partner's Partnership Interest and shall remain in

effect for the period of time necessary to resolve any and all matters

regarding the Federal, state and local income taxation of the

Partnership and the items of Partnership income, gain, loss, deduction

and credit.

     10.08.  Partnership Status; Elections.

           (a)  The Partners acknowledge that this Agreement creates a

     partnership for Federal and state income tax purposes and hereby

     agree not to elect to be excluded from the application of

     Subchapter K of Chapter 1 of Subtitle A of the Code or any similar

     state statute.

           (b)  The Managing Partner shall cause the Partnership to

     file an election under Section 754 of the Code and the Treasury

     Regulations thereunder to adjust the basis of the Partnership

     assets under Sections 734(b) or 743(b) of the Code and shall file

     a corresponding election under the applicable sections of state

     and local law.  The Managing Partner shall also cause the

     Partnership to take or to elect to take deductions under the most

     accelerated method available to the Partnership, unless both the

     IMC Partner (or, with respect to the IMC GPCo Liquidation Period,

     Operations and IMC GPCo) and the FRP Partner agree otherwise.  The

     Partnership shall make any other elections under the United States

     income tax laws and regulations and any similar state statutes as

     determined to be appropriate by the Managing Partner.



     10.09.  Tax Reporting.

           (a)  The Managing Partner shall provide the Non-Operating

     Partner with any tax information and data reasonably requested by

     the Non-Operating Partner, including information and data

     requested for the purpose of allowing the Non-Operating Partner to

     (i) allocate its Partnership tax items on a property-by-property

     basis; and (ii) allocate FRP's portion of Partnership tax items to

     any partner of FRP that purchases or sells its interest in FRP

     during the year, pursuant to Section 706 of the Code and FRP's

     accounting conventions for sales and purchases of FRP interests.

     For purposes of this Section 10.09, the term "property" shall

     mean, with respect to depletable assets, property as defined in

     Section 613 of the Code and the Treasury Regulations thereunder.



           (b)  Except as otherwise provided in this Agreement, the

     information and data requested pursuant to this Section 10.09

     shall be provided to Non-Operating Partner on the following

     schedule:



           Period in Which Item Accrued        Reporting Deadline

           Fiscal Year ending June 30          October 25
           Six Months ending December 31       January 25


           (c)  The information and data provided under this Section

     10.09 shall be prepared with the same degree of completion and

     accuracy as is required for information and data filed with a

     Federal income tax return, shall be prepared on an accrual basis

     and shall include any and all items of Partnership income, gain,

     losses, deductions and any other items or information as may be

     reasonably needed by the Non-Operating Partner or any of its

     Affiliates.  Such information and data shall include, but shall

     not be limited to, the total amount of each of the tax items

     listed in the attached Schedule Y and each Partner's allocable

     share of each item.

           

           (d)  In the event of any amendment to the Code or the

     issuance of any Treasury Regulation or pronouncement that affects

     any of the Non-Operating Partner's Affiliate's reporting

     requirements with respect to the partners, if applicable, of any

     of the Affiliates of the Non-Operating Partner, the Partnership

     shall furnish to the Non-Operating Partner any additional

     information and data that is reasonably necessary for any of the

     Non-Operating Partner's Affiliates to comply with such reporting

     requirements.

           

           (e)  In the event that any information is needed from the

     Non-Operating Partner in order for the Tax Matters Partner to

     complete the required federal and state tax return, such

     information will be provided by the Non-Operating Partner by

     September 15.



     10.10.  Tax Oversight.

           (a)  The Non-Operating Partner shall have the right to

     request any and all information and data from the Managing Partner

     regarding the calculation of the allocations pursuant to Article V

     and regarding the tax matters of the Partnership, including the

     classification, realization and recognition of income, gain,

     losses, deductions and other Partnership items, and the Operating

     Partner shall provide such information and data as soon as

     practicable.  Each of the IMC Partner (or, with respect to the IMC

     GPCo Liquidation Period, Operations and IMC GPCo) and the FRP

     Partner, at its sole cost, shall also have the right to inspect

     and copy any and all books and records of the Partnership relating

     to the calculation and allocation of Partnership tax items,

     including the original source documents and tax work papers of the

     Partnership, at such times as the IMC Partner (or, with respect to

     the IMC GPCo Liquidation Period, Operations or IMC GPCo) or the

     FRP Partner, as the case may be, may reasonably request.

           (b)  The Managing Partner shall notify the Non-Operating

     Partner as promptly as practicable of the tax treatment of any

     significant tax item of the Partnership.  The Non-Operating

     Partner shall have the right to confer with the Managing Partner

     regarding the tax matters of the Partnership and the calculation

     of the allocations pursuant to Article V on a yearly basis or on a

     more frequent basis as requested by the Non-Operating Partner.

           

           (c)  In the event of a disagreement between the Partners

     regarding the treatment of a Partnership tax item (other than

     items as to which the Partners approve a treatment), the

     Partnership shall not take any position for Federal or state

     income tax purposes that is not supported by substantial

     authority, as that term is defined for purposes of Code Section

     6662(d)(2)(B)(i).  The Partners reserve the right to file their

     separate income tax returns in a manner inconsistent with the

     Partnership's Federal income tax return.



                              ARTICLE XI.

                                 Term

     11.01  Term.  The term of the Partnership commenced on July 1,

1993 and shall continue in existence until June 30, 2076, unless

extended by written agreement of each Partner or unless earlier

terminated pursuant to the terms of this Agreement.



     11.02  Purchase Option Upon Scheduled Expiration of the

Term.  Either the IMC Partner or the FRP Partner may give the other

irrevocable written notice not less than one hundred eighty (180) days

prior to the scheduled expiration of the term of the Partnership

pursuant to Section 11.01 of its election to exercise the purchase

option set forth in this Section 11.02.  If only one of the IMC Partner

or the FRP Partner gives the notice referred to in the preceding

sentence (the "Buying Partner"), the Buying Partner shall have the

right and the obligation to purchase all, but not less than all, of

such other Non-Managing Partner's Partnership Interest and the Managing

Partner's Partnership Interest at the aggregate Transfer Price

therefor.  If the Buying Partner and such other Non-Managing Partner

cannot agree upon a Transfer Price within sixty (60) days after the

notice referred to in the first sentence of this Section 11.02, either

the IMC Partner or the FRP Partner may, by notice to the other, invoke

the Appraisal Procedure.  If the Appraisal Procedure is required to

determine the Transfer Price, the fees and expenses of such Appraisal

Procedure shall be shared equally by the IMC Partner and the FRP

Partner.  The closing of such sale shall take place upon the date the

term of the Partnership is scheduled to expire pursuant to Section

11.01.  If both the IMC Partner and the FRP Partner give the notice

referred to in the first sentence of this Section 11.02, then the term

of the Partnership under Section 11.01 shall automatically be extended

for an additional period of twenty (20) years (or such other time

period as the IMC Partner and the FRP Partner may mutually agree) on

the terms and conditions set forth herein (or on such other terms and

conditions as the IMC Partner and the FRP Partner may mutually agree).

If neither the IMC Partner nor the FRP Partner give the notice referred

to in the first sentence of this Section 11.02, then, upon the

expiration of the term of the Partnership, the affairs of the

Partnership shall be wound up in accordance with the provisions of

Article XII hereof.



                                   

                             ARTICLE XII.

                      Dissolution and Winding-Up



12.01  Dissolution.  The Partnership shall be dissolved upon the first

to occur of the following events (each, a "Dissolution Event"):



           (a)  The Bankruptcy of any Partner, provided, however, that

     to the fullest extent permitted by applicable law, the Partnership

     shall be reconstituted and continued if all of the Partners (other

     than a Bankrupt Partner or Partners) elect to so reconstitute and

     continue the Partnership, in which event the Partnership shall

     continue as so reconstituted with all of the Partners (including

     the Bankrupt Partner or Partners) remaining as partners in the

     Partnership;



           (b)  The election by all Partners to dissolve the

     Partnership;

           

           (c)  The expiration of the term of the Partnership (as such

     term may be adjusted pursuant to Section 11.01 or 11.02), except

     if one Partner acquires directly or indirectly the Partnership

     Interest of the other Partners pursuant to the provisions of

     Section 11.02;

           

           (d)  The occurrence of any event that makes it unlawful for

     the business of the Partnership to be carried on or for the

     Partners to carry it on in partnership;

           

           (e)  The entry of a decree of judicial dissolution;

           

           (f)  The written determination by the Policy Committee (or

     if the Policy Committee fails to agree, if either the IMC Partner

     or the FRP Partner reasonably and in good faith determines) that

     the Partnership cannot be operated in a manner that is consistent

     with achieving the Partnership's business purpose other than in a

     manner that is inconsistent with preserving the partnership status

     of the FRP Partner and FRP for Federal income tax purposes and the

     election by either the IMC Partner or the FRP Partner to dissolve

     the Partnership, after negotiating in good faith with the other

     Partners, in accordance with Section 9.05(c); or

           

           (g)  Subject to Section 12.11, the occurrence of any other

     event that, absent an agreement to the contrary, causes a

     dissolution of the Partnership under the Act;

provided that, to the fullest extent permitted by law, if a dissolution

of the Partnership is caused by any event described in Section

12.01(g), unless one of the Partners is Bankrupt, (i) the Partners

(other than any Partner whose act has resulted in such dissolution) may

elect to reconstitute the Partnership within four (4) months of the

date of the event giving rise to the dissolution hereunder and if the

Partners do so elect, the Partnership shall continue as if no

dissolution had occurred, in which event the Partnership shall continue

as so reconstituted with all of the Partners (including any Partner the

act of which has resulted in such dissolution) remaining as partners in

the Partnership, or (ii) if the Partnership is not reconstituted as

provided above, and such dissolution is caused by the act of any

Partner (the "Withdrawing Partner"), then the IMC Partner, if it is not

the Withdrawing Partner or the FRP Partner, if it is not the

Withdrawing Partner (in either such case, the "Non-Withdrawing

Partner") may, by written notice to the Withdrawing Partner, elect (A)

to purchase the Partnership Interest of the Withdrawing Partner, or (B)

to admit one or more new partners (the "New Partners") to the

Partnership, who shall purchase the Partnership Interest of the

Withdrawing Partner or (C) to cause the Partnership's affairs to be

wound up in accordance with Section 12.02.  The Withdrawing Partner (1)

shall have only those rights and receive only those payments that are

expressly provided for herein, (2) shall be liable to the Partnership,

the Non-Withdrawing Partner, the Managing Partner and any New Partners

for all losses, costs, fees, expenses and damages suffered by the

Partnership, such Non-Withdrawing Partner, the Managing Partner or any

New Partners as a result of such dissolution, (3) shall remain liable

to the Partnership, such Non-Withdrawing Partner, the Managing Partner

and any New Partners for any debts, liabilities or other obligations of

the Withdrawing Partner to the Partnership, such Non-Withdrawing

Partner, the Managing Partner or any New Partners, and (4) shall remain

liable to the Partnership, such Non-Withdrawing Partner, the Managing

Partner and any New Partners for its contribution obligation pursuant

to Section 8.02.  The purchase price to be paid to the Withdrawing

Partner (by the Non-Withdrawing Partner or any New Partners) in any

sale and purchase of the Withdrawing Partner's Partnership Interest

pursuant to this Section 12.01, shall be (x) the Transfer Price,

determined (unless otherwise agreed) in accordance with the Appraisal

Procedure (which Appraisal Procedure shall be at the expense of the

Withdrawing Partner), reduced by (y) the amount of any losses, costs,

fees, expenses or damages suffered by the Partnership, the Non-

Withdrawing Partner, the Managing Partner or any New Partners as a

result of such dissolution, and shall be payable to the Withdrawing

Partner in five equal annual installments, without interest, commencing

on the date of the transfer of the Partnership Interest of the

Withdrawing Partner (which shall be the tenth (10th) business day

following the determination of the Transfer Price).  In any winding up

pursuant to clause (ii)(C) above, the amount otherwise distributable to

the Withdrawing Partner pursuant to the following provisions of Article

XII shall be reduced by the amount of any losses, costs, fees, expenses

or damages suffered by the Partnership, the Non-Withdrawing Partner,

the Managing Partner or any New Partners as a result of such

dissolution.



     12.02  Winding-Up.  Upon dissolution of the Partnership, and the

failure by one or more of the Partners or any Affiliate or Affiliates

of the Partners, to reconstitute and continue the Partnership (pursuant

to Section 11.02 or otherwise) within four (4) months after such

dissolution and if the Non-Withdrawing Partner has not made any

election pursuant to Section 12.01, the Managing Partner shall (unless

the event giving rise to the dissolution was the Bankruptcy of the

Managing Partner, in which case the Non-Managing Partner with the

largest Capital Interest at the time of such dissolution shall) wind up

the affairs of the Partnership in accordance with the Act and, to the

extent permitted by applicable law, shall settle accounts between the

Partners as specified in this Article XII.  The Partner charged with

winding up the affairs of the Partnership and settling accounts among

the Partners hereunder shall be referred to as the "Liquidating

Partner".

     12.03  Accounting on Dissolution.  If the Partnership is not

reconstituted or continued in accordance with the terms hereof

following a dissolution, then on the date (the "Accounting Date") which

is four (4) months following the date of dissolution, a proper

accounting shall be made of the Partnership assets, liabilities and

operations, from the date of the last previous accounting to the

Accounting Date.  Any items of income, gain, credit, loss, expense and

other deductions which are realized subsequent to the date of the last

previous accounting to the Accounting Date shall be allocated in

accordance with Article V and proper adjustments shall be made to the

Capital Account of each Partner.

     12.04  Accounting; Allocations of Residual Net Profits and

Residual Net Loss After Dissolutions.

           (a)  Any items of gain or loss that are realized from

     Partnership operations or from sales of Partnership assets

     subsequent to the Accounting Date and before the date of

     liquidation shall be allocated as provided in Article V.

           (b)  In addition to the adjustments to the Partner's

     Capital Accounts described above, if any of the Partnership's

     properties are to be distributed in kind rather than sold, such

     properties that are to be distributed in kind shall be valued by

     the Partners and a simulated aggregate gain (if any) or loss (if

     any) for those properties shall be allocated to the Partners'

     Capital Accounts as that simulated aggregate gain (or loss) would

     have been allocated under Article V if such properties had been

     sold for a cash price equal to each asset's fair market value on

     the Accounting Date.

     12.05  Application of Article V in Year of Dissolution.  In the

year in which the Partnership dissolves, Article V shall be applied

with regard to the Capital Interests in effect for the year of the

dissolution, rather than the Capital Interests in effect for the

following year.



     12.06  Conversion of Assets to Cash.



           (a)  If the Partnership is not reconstituted, or the

     Partnership Interest of the Withdrawing Partner is not purchased

     in accordance with the terms hereof, then commencing with the date

     that is four (4) months after the date of dissolution, unless

     arrangements satisfactory to all Partners are otherwise made,

     sufficient assets of the Partnership will be converted into cash

     to permit the Partnership to pay all its liabilities other than

     long-term debts which (i) are secured by Partnership assets from

     which the projected net income is sufficient to pay installments

     of principal and interest on such debts as they become due and

     (ii) contain terms specifying that neither the dissolution of the

     Partnership nor the distribution of such property that is subject

     to and secured by such debts constitutes a default or causes the

     acceleration of the maturity of such indebtedness ("Approved

     Debts").



           (b)  Notwithstanding the provisions of Sections 12.07 and

     12.08 regarding the method and timing of the liquidation of the

     assets of the Partnership, but subject to the order of priorities

     set forth therein, if on commencement of the winding up process in

     accordance with Section 12.02, the Partners determine that an

     immediate sale of part or all of the Partnership's assets would be

     impractical or would cause undue loss to the Partners, the

     Partners may defer for a reasonable time the liquidation of any

     assets except those necessary to satisfy the liabilities of the

     Partnership.

           

           (c)  In the event that Partnership assets are distributed

     in kind pursuant to Section 12.06(b), the Partners shall be

     consulted to determine the most tax-efficient manner to make such

     distribution, consistent with the liquidation priorities of

     Section 12.07.



     12.07  Distributions in Liquidation.  As soon as the actions

required by Sections 12.03, 12.04, 12.05 and 12.06 have been completed,

the Liquidating Partner shall cause the cash and assets of the

Partnership to be distributed in the following order:

           (a)  To creditors of the Partnership (other than Partners)

     in payment of all liabilities of the Partnership (other than

     Approved Debts) in the order of priority as provided by law.  If

     any liability is contingent or uncertain in amount, a reserve

     equal to the maximum amount to which the Partnership could

     reasonably be held liable will be established.  Upon the payment

     or other discharge of such liability, the amount remaining in such

     reserve not needed, if any, will be distributed in accordance with

     the remaining provisions of this Section 12.07.

           (b)  To the Partners in payment of all loans (including,

     without limitation, any Partner Loans) and any interest thereon in

     accordance with the amount owing to each Partner.

           

           (c)  To each Partner in accordance with the positive

     balance in its Capital Account.

           

           (d)  To the Partners in accordance with their respective

     Capital Interests in effect for the year of the liquidation.

           

           (e) Notwithstanding the foregoing provisions of this

     Section 12.07, any distribution which, but for this Section

     12.07(e) would be payable to a Partner whose actions in violation

     of this Agreement (other than any breach of Section 9.05(a))

     caused the dissolution of the Partnership shall be reduced by the

     amount of losses, costs, fees, expenses and damages suffered by

     the Partnership or any Partner (other than the Partner whose

     actions caused a dissolution) as a result of such dissolution.

     12.08  Compliance with Treasury Regulations.  In the event that

the Partnership or any Partner's Partnership Interest is "liquidated"

within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g),

liquidating distributions shall be made, pursuant to this Agreement, in

accordance with the Partners' positive Capital Account balances, as

required by Treasury Regulation Section 1.704(b)(2)(b)(2), by the end

of the taxable year or, if later, within ninety (90) days after the

date of such liquidation.  In determining any Partner's Capital Account

balance pursuant to this Section 12.08, any item of gain, loss,

deduction, and credit that has not previously been allocated pursuant

to Article V shall be so allocated.



     12.09  Deficit Capital Account Restoration Obligation.  At the end

of the period described in Sections 12.06 and 12.08 (and after

allocation of all Partnership items pursuant to this Article XII), if

any Partner has a negative balance in its Capital Account, such

negative balance shall be a debt from that Partner to the Partnership,

and that Partner shall be obligated to make additional contributions to

the Partnership to restore that Partner's Capital Account for income

tax purposes to zero (0) at such time.  Any amount contributed to the

Partnership pursuant to this Section 12.09 shall be distributed

according to Section 12.07.



     12.10  Section 708 Termination.  Notwithstanding any other

provision of this Article XII, in the event that the Partnership is

liquidated within the meaning of Section 1.704-1(b)(2)(ii)(g) of the

Treasury Regulations, but no Dissolution Event has occurred, the assets

of the Partnership shall not be liquidated, the Partnership's

liabilities shall not be paid or discharged, and the Partnership's

affairs shall not be wound up.

     12.11  Continuation of the Partnership.  Unless required by

applicable law, no sale, transfer, assignment or other disposition by

either Partner of all or any part of its Partnership Interest in

accordance with the terms hereof (including, without limitation, the

transfers of the Partnership Interest of IMC GPCo to Operations in

connection with the IMC GPCo Liquidation and, in the event that FTX and

FRP choose to cause the merger, liquidation or dissolution of the FRP

Partner (or the transfer by the FRP Partner of its Partnership

Interests to FRP or an Affiliate of FRP) in accordance with the terms

of the Amendment, Waiver and Consent Agreement, transfers of the

Partnership Interest of the FRP Partner to FRP or an Affiliate of FRP

in connection with such merger, liquidation or dissolution of the FRP

Partner) shall cause a dissolution of the Partnership, and, if such a

dissolution is required under applicable law (including, without

limitation, as a result of the transfers of the Partnership Interest of

IMC GPCo to Operations in connection with the IMC GPCo Liquidation or,

in the event that FTX and FRP choose to cause the merger, liquidation

or dissolution of the FRP Partner (or the transfer by the FRP Partner

of its Partnership Interests to FRP or an Affiliate of FRP) in

accordance with the terms of the Amendment, Waiver and Consent

Agreement, as a result of the transfers of the Partnership Interest of

the FRP Partner to FRP or an Affiliate of FRP in connection with such

merger, liquidation or dissolution of the FRP Partner), immediately

upon such sale, transfer, assignment or other disposition by either

Partner, the Partnership shall be reconstituted as a general

partnership, governed by this Partnership Agreement, among the

transferee, purchaser or assignee and the remaining Partner or

Partners.



     12.12  Waiver of Certain Rights.  Unless otherwise agreed in

writing by the Partners, to the extent permitted by Delaware law, each

Partner hereby waives (i) all rights it may have under Delaware law to

cause the dissolution of the Partnership (other than dissolution by

operation of law as a result of a transfer of its Partnership Interest

as expressly permitted hereby), (ii) to the extent a dissolution occurs

by operation of law, the right to cause the Partnership to wind up its

affairs and make distributions to the Partners pursuant to Article XII

upon the occurrence of such dissolution and (iii) all rights to

partition with respect to real and personal property, provided that

this clause shall not apply to assets that have previously been

distributed by the Partnership to the Partners.

                             ARTICLE XIII.

                       Miscellaneous Provisions

     13.01  Force Majeure.  If the Managing Partner is rendered unable,

wholly or in part, by force majeure to carry out its obligations

hereunder such obligations insofar as they are affected by the force

majeure shall be suspended during but no longer than the continuance of

the force majeure.  In such event, the Managing Partner shall use all

commercially reasonable efforts to remove the force majeure as promptly

as practicable.  The term "force majeure" shall mean but shall not be

limited to:  acts of God or the public enemy; expropriation or

confiscation of facilities; compliance with any order or request of any

governmental authority or person purporting to act therefor; acts of

declared or undeclared war; public disorders, rebellion, or sabotage;

revolution; earthquake; fire; flood; riot; labor difficulties or

shortages; labor strikes whether direct or indirect; action or inaction

of any governmental agencies; delays in or shortages of transportation;

inability to obtain necessary materials or equipment; inability to

obtain necessary permits or approvals due to existing or future laws,

rules or regulations of any governmental authority; or any cause

whether or not of the same class or kind as those specifically above

named not within the control of the Managing Partner and which, by the

exercise of all commercially reasonable efforts the Managing Partner is

unable to prevent.  The requirement that the Managing Partner use all

commercially reasonable efforts to remedy any force majeure as promptly

as practicable shall not require the settlement of strikes, lockouts,

or other labor difficulties by the Managing Partner contrary to its

wishes or the challenging of the validity of any governmental law,

regulation, order or request.  In the event of any occurrence of force

majeure, the Managing Partner immediately shall notify the Policy

Committee of such occurrence.



     13.02  Limitation of Liability of Partners.



           (a)  Notwithstanding anything to the contrary set forth in

     this Agreement, except as provided in Section 7.06 or Section

     13.02(b), no Partner (which term, for purposes of this Section

     13.02(a), shall, with respect to the IMC GPCo Liquidation Period

     (and all other periods during which Operations or IMC GPCo is a

     Partner), refer to each of Operations and IMC GPCo, severally and

     not jointly) shall be liable to the Partnership, any other Partner

     or any of their respective Related Persons for any loss or damage

     of any nature incurred or suffered by the Partnership, any other

     Partner or any of their respective Related Persons except loss or

     damage to the Partnership, any other Partner or any of their

     respective Related Persons caused by such Partner's gross

     negligence or wilful misconduct hereunder.



           (b)  The Managing Partner shall be liable to the

     Partnership and the other Partners, solely as a result of such

     Partners' status as Partners, only for all damages, including lost

     profits, which are proximately caused by the Managing Partner's

     gross negligence, wilful misconduct, wilful breach of this

     Agreement or failure to follow a specific instruction from the

     Policy Committee adopted in accordance with the terms of this

     Agreement, but shall not be so liable for any further lost profits

     or other damages which are the further consequences of such lost

     profits or other damages that were proximately caused.  For

     purposes of this Agreement, an ignoring of the terms of this

     Agreement shall be deemed a wilful breach; provided that the

     Managing Partner shall not be liable for ignoring the term of this

     Agreement requiring the Managing Partner to act as an ordinary

     prudent and reasonable manager if the Managing Partner acted in

     good faith and in the belief (which belief was reasonable) that

     its actions were in accordance with all of the terms of this

     Agreement.

     13.03  Assignment.  This Agreement shall be binding upon and inure

to the benefit of the parties hereto and their respective successors

and assigns; provided that no assignment of any Partnership Interest,

or portion thereof, shall be effective unless made in accordance with

the terms of this Agreement.  The transfers of the Partnership Interest

of IMC GPCo to Operations in connection with the IMC GPCo Liquidation,

the FRP GPCo/FCC/FTX Mergers and, in the event that FTX and FRP choose

to cause the merger, liquidation or dissolution of the FRP Partner (or

the transfer by the FRP Partner of its Partnership Interests to FRP or

an Affiliate of FRP) in accordance with the terms of the Amendment,

Waiver and Consent Agreement, transfers of the Partnership Interest of

the FRP Partner to FRP or an Affiliate of FRP in connection with such

merger, liquidation or dissolution of the FRP Partner shall each be

deemed to be made in accordance with the terms of this Agreement.  The

sale, transfer or assignment of a Partnership Interest, or portion

thereof, in accordance with the terms of this Agreement (including,

without limitation, the transfers of the Partnership Interest of IMC

GPCo to Operations in connection with the IMC GPCo Liquidation and, in

the event that FTX and FRP choose to cause the merger, liquidation or

dissolution of the FRP Partner (or the transfer by the FRP Partner of

its Partnership Interests to FRP or an Affiliate of FRP) in accordance

with the terms of the Amendment, Waiver and Consent Agreement,

transfers of the Partnership Interest of the FRP Partner to FRP or an

Affiliate of FRP in connection with such merger, liquidation or

dissolution of the FRP Partner) shall result in the transfer to the

purchaser, transferee or assignee of a Partnership Interest, or portion

thereof, that is equal to the sold, transferred or assigned Partnership

Interest, or the sold, transferred or assigned portion thereof, of the

seller, transferor or assignor and shall cause the purchaser,

transferee or assignee to be subject to and to incur all obligations

pertaining to the sold, transferred or assigned Partnership Interest,

or the sold, transferred or assigned portion thereof.

     13.04  Notices.  All communications, notices and consents provided

for herein shall be in writing and be given in person (or air freight

delivery) or by means of telecopy (with request for assurance of

receipt in a manner typical with respect to communications of that

type) or by mail, and shall become effective (x) on delivery if given

in person or by air freight delivery, (y) on the date of transmission

if sent by telecopy or (z) three business days after being deposited in

the mails, with proper postage for first-class registered or certified

air mail prepaid.  Notices shall be addressed as follows:

          (i)  if to the IMC Partner at:


               2100 Sanders Road
               Northbrook, Illinois  60062
               Facsimile: 708-205-4805
               Attention: Corporate Secretary

         (ii)  if to Operations at:

               2100 Sanders Road
               Northbrook, Illinois  60062
               Facsimile: 708-205-4805
               Attention: Corporate Secretary

         (iii) if to IMC GPCo at:

               2100 Sanders Road
               Northbrook, Illinois  60062
               Facsimile: 708-205-4805
               Attention: Corporate Secretary

         (iv)  if to the Managing Partner at:

               2100 Sanders Road
               Northbrook, Illinois  60062
               Facsimile: 708-205-4805
               Attention: Corporate Secretary

     and (v)   if to the FRP Partner at:

               1615 Poydras Street
               New Orleans, Louisiana  70112
               Facsimile:  504-585-3513
               Attention:  General Counsel
or at such other address as either party hereto may from time to time

designate by notice duly given in accordance with the provisions of

this Section to the other party hereto.



     13.05  Governing Law.  This Agreement shall be governed by and

construed in accordance with the laws of the State of Delaware without

regard to the conflicts of law rules of such state.



     13.06  Choice of Forum.  All suits, actions or proceedings arising

out of or relating to this Agreement shall be brought in a state or

federal court located in the State of Delaware, which courts shall be

an appropriate forum for all such suits, actions or proceedings.  Each

Partner hereby waives any objection which it may now or hereafter have

to the laying of venue in any such court of any such suit, action or

proceeding.



     13.07  Consent to Jurisdiction.  Each Partner hereby irrevocably

submits to the jurisdiction of any state or federal court located in

the State of Delaware in any such suit, action or proceeding referred

to in Section 13.06 above.  IMC GPCo hereby designates and appoints The

Corporation Trust Company, with an office on the date hereof at 1209

Orange Street, Wilmington, Delaware 19801, or any successor thereof, as

its authorized agent to accept and acknowledge on its behalf service of

any and all process which may be served in any such suit, action or

proceeding in any state or federal court in the State of Delaware and

agrees that service of process upon The Corporation Trust Company, or

any successor thereof, shall be deemed in every respect effective

service of process upon IMC GPCo in any such suit, action or

proceeding.  Operations hereby designates and appoints The Corporation

Trust Company, with an office on the date hereof at 1209 Orange Street,

Wilmington, Delaware 19801, or any successor thereof, as its authorized

agent to accept and acknowledge on its behalf service of any and all

process which may be served in any such suit, action or proceeding in

any state or federal court in the State of Delaware and agrees that

service of process upon The Corporation Trust Company, or any successor

thereof, shall be deemed in every respect effective service of process

upon Operations in any such suit, action or proceeding.  The FRP

Partner hereby designates and appoints The Corporation Trust Company,

with an office on the date hereof at 1209 Orange Street, Wilmington,

Delaware 19801, or any successor thereof, as its authorized agent to

accept and acknowledge on its behalf service of any and all process

which may be served in any such suit, action or proceeding in any state

or federal court in the State of Delaware and agrees that service of

process upon The Corporation Trust Company, or any successor thereof,

shall be deemed in every respect effective service of process upon the

FRP Partner in any such suit, action or proceeding.  The Managing

Partner hereby designates and appoints The Corporation Trust Company,

with an office on the date hereof at 1209 Orange Street, Wilmington,

Delaware 19801, or any successor thereof, as its authorized agent to

accept and acknowledge on its behalf service of any and all process

which may be served in any such suit, action or proceeding in any state

or federal court in the State of Delaware and agrees that service of

process upon The Corporation Trust Company, or any successor thereof,

shall be deemed in every respect effective service of process upon the

Managing Partner in any such suit, action or proceeding.  Said

designation and appointment by each of IMC GPCo, Operations, the FRP

Partner and the Managing Partner shall be irrevocable during the term

of this Agreement, and each party shall pay all costs and expenses of

its respective designation and appointment as and when due and payable.



     13.08  Waiver of Jury Trial.  EACH PARTNER HEREBY WAIVES ANY RIGHT

TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR

RELATING TO THIS AGREEMENT AND AGREES THAT ANY SUCH SUIT, ACTION OR

PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.



     13.09  Entire Agreement; Amendments.  This Agreement (including

the exhibits hereto) together with the other Transaction Agreements

(including any exhibits or schedules thereto), the Amendment, Waiver

and Consent Agreement and a certain letter agreement dated as of July

1, 1993 relating to certain tax matters between Operations and FRP

embody the entire agreement and understanding between the parties with

respect to the subject matter hereof and thereof, and supersede any

agreements, representations, warranties or understandings, oral or

written, between the parties with respect to the subject matter of this

Agreement and the other Transaction Agreements entered into prior to

the respective dates hereof and thereof.  This Agreement may be amended

or modified (including, without limitation, to admit a new "Partner" or

"Partners" (other than (i) any New Partners or any new "Partner"

admitted to the Partnership pursuant to a transfer of the Partnership

Interest (or a portion thereof) of a Partner pursuant to Section 7.02

or Section 7.04) or (ii) the admission of FRP or an Affiliate of FRP as

a new Partner as a result of the election of FTX and FRP to merge,

liquidate or dissolve the FRP Partner (or transfer its Partnership

Interests) in accordance with the terms of the Amendment, Waiver and

Consent Agreement) only by an instrument in writing executed by all of

the Partners.



     13.10  Execution in Counterparts.  This Agreement may be signed in

counterparts.  Any single counterpart or set of counterparts signed, in

either case, by all the parties hereto shall constitute a full and

original agreement for all purposes.



     13.11  Remedies and Waiver.  No failure or delay in exercising any

right hereunder shall operate as a waiver of or impair any such right.

No single or partial exercise of any such right shall preclude any

other or further exercise thereof or the exercise of any other right.

Any waiver must be given in writing to be effective, and no waiver

shall be deemed a waiver of any other right.



     13.12  Headings.  The headings of Articles and Sections have been

included herein for convenience only and shall not constitute a part of

this Agreement for any other purpose.

     13.13  Third Party Beneficiaries.  This Partnership Agreement is

solely for the benefit of the parties hereto and the Partners'

respective Related Persons to the extent set forth in Section 8.01, and

no provision of this Agreement shall be deemed to confer upon third

parties, other than the Partners' respective Related Persons to the

extent set forth in Section 8.01, any remedy, claim, liability,

reimbursement, claim of action or other right in excess of those

existing without reference to this Agreement.

     13.14  Further Assurances.  Each Partner agrees to execute and

deliver such other documents, certificates, agreements and other

writings and to take such other actions as may be necessary or

desirable in order to consummate or implement expeditiously the

transactions contemplated by the Transaction Agreements and to vest in

the Partnership good title to the Assets, subject only to Permitted

Liens.



     13.15  Power of Attorney.  Each Partner hereby constitutes and

reappoints, effective as of May 26, 1995, the Managing Partner and its

successors and assigns as the true and lawful attorney of such Partner

with full power of substitution in the name of the Partnership or in

the name of such Partner, but for the benefit of the Partnership (i) to

collect for the account of the Partnership any Asset and (ii) to

institute and prosecute all proceedings on behalf of the Partnership

which the Managing Partner may in its commercially reasonable

discretion deem necessary or appropriate in order to assert or enforce

any right, title or interest in, to or under the Assets, and to defend

or compromise any and all actions, suits or proceedings in respect of

such Assets.  The Partnership shall be entitled to retain for its own

account any amounts collected pursuant to the foregoing powers,

including any amounts payable as interest in respect thereof.



     13.16  Public Announcements.  Except as may be required by

applicable law or any listing agreement with any national securities

exchange, neither the Partnership nor any Partner nor any Affiliate

thereof will issue any press release or make any public statement with

respect to the business of the Partnership or its financial performance

or condition without the prior written consent of the Partners unless

either (i) a draft of the proposed release has been provided to each

Partner at least twenty-four (24) hours prior to its proposed release

in order to permit the Partners to comment thereon or (ii) such press

release or other public statement contains factual information (or

discussion or analysis of or comment based upon such factual

information) previously provided to such Person by the Managing

Partner; provided that none of the Partners nor any of their Affiliates

will present projections or forward-looking information that is

attributed to the Partnership or any other Partner or its Affiliates

without the prior written consent of such other Partners.



                             *  *  *  *  *

      IN  WITNESS  WHEREOF, the parties have signed  this  Amended  and

Restated Partnership Agreement as of the 26th day of May, 1995.



                         IMC-Agrico GP Company



                         By:  ROBERT C. BRAUNEKER
                              ---------------------------------
                         Name Printed:  Robert C. Brauneker
                         Title:         Vice President

                         Agrico, Limited Partnership
                         By:  Agrico, Inc., its
                              general partner

                         By:
                         -------------------------------------
                         Name Printed:
                         Title:

                         IMC-Agrico MP, Inc.

                             By:  ROBERT C. BRAUNEKER
                              --------------------------------
                         Name Printed:  Robert C. Brauneker
                         Title:         Vice President

                         IMC Global Operations Inc.
                         (formerly IMC Fertilizer, Inc.)
                         By:  PETER HONG
                              --------------------------------
                         Name Printed:  Peter Hong
                         Title:         Vice President
      IN  WITNESS  WHEREOF, the parties have signed  this  Amended  and

Restated Partnership Agreement as of the 26th day of May, 1995.



                         IMC-Agrico GP Company



                         By:
                              ---------------------------------
                         Name Printed:
                         Title:

                         Agrico, Limited Partnership
                         By:  Agrico, Inc., its
                              general partner

                         By:  CHARLES W. GOODYEAR
                         -------------------------------------
                         Name Printed:  Charles W. Goodyear
                         Title:         Vice President

                         IMC-Agrico MP, Inc.

                             By:
                              --------------------------------
                         Name Printed:
                         Title:

                         IMC Global Operations Inc.
                         (formerly IMC Fertilizer, Inc.)
                         By:
                              --------------------------------
                         Name Printed:
                         Title:
                              Schedule X


                                  B - (N x T)
                                ---------------
Target Cash =                        C - N

B =                      The  capital account balance of the respective
                         Partner at the beginning of the June 30 fiscal
                         year,  adjusted  for  all adjustments  to  the
                         Partner's capital account for the current year
                         except for adjustments required as a result of
                         (i) allocations pursuant to Section 5.01; (ii)
                         the  special allocations pursuant  to  Section
                         5.02(c)  and  5.02(d);  and  (iii)  all   cash
                         distributions to the Partner for  the  current
                         fiscal  year  made pursuant to  the  Partner's
                         Current Interest for the year.

N =                      The  Capital  Interest for the following  year
                         for  the  respective Partner.  In  determining
                         any allocations to be made pursuant to Article
                         V  and Article XII for any period other than a
                         period   ending  on  the  last  day   of   the
                         Partnership's   fiscal  year,   however,   the
                         Capital Interest for the current year for  the
                         respective Partner shall be used.

T =                      The sum of the capital account balances of the
                         Partners  at  the beginning  of  the  June  30
                         fiscal  year, adjusted for all adjustments  to
                         the Partners' capital accounts for the current
                         year  except  for adjustments  required  as  a
                         result  of (i) allocations pursuant to Section
                         5.01; (ii) the special allocations pursuant to
                         Section  5.02(c) and 5.02(d);  and  (iii)  all
                         cash  distributions to the  Partners  for  the
                         current  fiscal  year  made  pursuant  to  the
                         Partners' Current Interest for the year.

C =                      The Current Interest of the respective Partner
                         for the applicable fiscal year.


                                  SCHEDULE Y

ITEM OF TAX INFORMATION                         PERIOD(S)            DATE
                                                              
1. Ordinary income excluding              July 1 - December 31    January 25
  depreciation and depletion (estimated   July 1 - June 30        October 25
  where appropriate), including           (final)
  workpapers supporting allocations
  between partners
2. Depletable gross revenues, statutory     July 1 - December 31    January 25
depletion expenses (excluding             July 1 - June 30        October 25
depreciation) for purposes of Code        (final)
Section 613, production volumes, and
remaining reserves by property (taking
into account special tax allocations)
3. Depreciation and amortization expense,   July 1 - December 31    January 25
by tax property for mining assets and by  July 1 - June 30        October 25
state for other assets, as follows:       (final)
---Federal
---AMT
---ACE
4. Depreciable and amortizable asset        July 1 - December 31    January 25
additions and retirements, by tax         July 1 - June 30        October 25
property for mining assets and by state   (final)
for other assets
5. Leasehold cost basis and related         July 1 - December 31    January 25
additions, retirements, and abandonments  July 1 - June 30        October 25
by tax property                           (final)
6. Outstanding balance of recourse and      Monthly (as of each     January 25
nonrecourse debt                          month end               October 25
                                          July 31 - December 31
                                          January 31 - June 30
7. Interest and dividend income             July 1 - December 31    January 25
                                          July 1 - June 30        October 25
                                          (final)
8. Code Section 1231 gains or losses, and   July 1 - December 31    January 25
ordinary income recapture                 July 1 - June 30        October 25
                                          (final)
9. Reconciliation of book to taxable income July 1 - December 31    January 25
                                          July 1 - June 30        October 25
                                          (final)
10. Partnership gross income consisting of  July 1 - December 31    January 25
qualifying income under Code Section      January 1 - June 30     October 25
7704 (d) as well as nonqualifying income
11. Fair market value evaluation by         Calendar year           January 25
property

ITEM OF TAX INFORMATION                         PERIOD(S)            DATE
12. Additional state tax information        July 1 - June 30        October 25
   A. Sales by state based on the place      (final)
      of origin and place of shipping
      destination
   
   B. Inventory by state
   
   C. Miscellaneous income (i.e.,
      interest, dividends, gains and
      losses, rental income and other
      miscellaneous income) by state
   
   D. Rent expense
   
   E. Book original cost of depreciable
      and depletable assets by state,
      considering the effect of
      additions and retirements
   
   F. Book basis information for the
      Louisiana corporation franchise
      tax return
13. Tax basis of all assets and             As of December 31       January 25
liabilities, by major category, for Code  As of June 30 (final)   October 25
Section 743 and FAS 109 purposes
14. Depreciation and amortization, by tax   July 1 - June 30        November
property, for mining assets for the       (final)                 25
following:
   --Earnings and Profits
   --State (where appropriate)
15. Estimate of permanent differences       July 1 - December 31    January 6
between book and taxable income
16. Estimate of taxable income for FAS 109  July 1 - December 31    January 6
purposes
17. Estimated regular and AMT taxable       July 1 - June 30        January 25
income
18. Any other tax information and data                              
reasonably requested by the
Non-Operating Partner or its Affiliates
for purposes of complying with their
federal and state tax reporting
requirements

    Schedule 9.12


Sales  to  IMC  Canada  Ltd.  of  GTSP, DAP, GMAP  11-52-0,  GMAP  10-50-0  and
PFS:    the  price  shall  be  the  average  market  price  minus  ten  percent
(10%)  for  domestic  sales  of  similar products  so  long  as  the  aggregate
volume   for   the  above-mentioned  products  does  not  exceed  57,619   P2O5
tons.

Sales  to  Operations'  Rainbow Division of GTSP,  DAP,  RMAP,  GMAP  and  PFS:
the  price  shall  be  the  average  market  price  minus  ten  percent  (10%),
but  not  less  than  full  production cost,  for  domestic  sales  of  similar
products   so   long   as   the  aggregate  volume  for   the   above-mentioned
products does not exceed 95,200 P205 tons.

                                                                               
                                                                      EXHIBIT A
                                                                               
                        Schedule of Definitions
                                   
    "Accounting Date" shall have the meaning given to such tern in
Section 12.03 of the Partnership Agreement.

    Accounting Referee" shall have the meaning given to such term in
the Contribution Agreement.

    "Acquiring Person shall have the meaning given to such term in
Section 2.08 (b) of the Partnership Agreement.

    "Act" shall mean the Uniform Partnership Law as enacted in the
State of Delaware.

    "Administrative Fee" shall have the meaning given to such term in
Section 9.11 of the Partnership Agreement.

    "Affiliate" of any Person shall mean any corporation,
proprietorship, partnership or business entity which, directly of
indirectly, owns or controls, is under common ownership or control
with, or is owned or is controlled by, such Person.

    "Affiliated Group" means a Person together with its affiliates and
all Persons who are members of a "group" with such Person within the
meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended.

    "Agrico LP" or "FRP Partner" (in the case of "FRP Partner", prior
to the merger, liquidation or dissolution of the FRP Partner (or the
transfer by the FRP Partner of its Partnership Interests to FRP or an
Affiliate of FRP) contemplated by the Amendment, Waiver and Consent
Agreement) shall mean Agrico, Limited Partnership, a Delaware limited
partnership.

    "Alternates" shall have the meaning given to such term in Section
6.04 of the Partnership Agreement.

    "Amendment, Waiver and Consent Agreement" shall mean the Amendment,
Waiver and Consent Agreement dated as of May 26, 1995 among Global,
Operations, IMC GPCo, the Managing Partner, IMC-Agrico Company, FTX,
FRP and the FRP Partner.

    "Appraisal Procedure" shall mean the following:  If any price,
value, amount or determination to be determined under the Partnership
Agreement cannot timely be established by agreement, then either the
IMC Partner (or, as set forth in the Partnership Agreement, during the
IMC GPCo Liquidation Period, Operations or IMC GPCo) or the FRP
Partner, by written notice to the other, may invoke the Appraisal
Procedure.  Each of the IMC Partner (or, during the IMC GPCo
Liquidation Period, Operations or IMC GPCo) and the FRP Partner shall
appoint its Qualified Investment Banking Firm to conduct an appropriate
valuation and shall give notice of such appointment to the other
Non-Managing Partner(s) within fifteen (15) days after delivery of the
notice invoking such procedure.  If the IMC Partner (or, during the IMC
GPCo Liquidation Period, Operations or IMC GPCo) or the FRP Partner
does not appoint its Qualified Investment Banking Firm within such
fifteen (15) day period, the valuation made by the Qualified Investment
Banking Firm appointed by the other Non-Managing Partner shall be
conclusive and binding on the Partners.  If within thirty (30) days
after appointment of the Qualified Investment Banking Firms, such
Qualified Investment Banking Firms are unable to agree upon an
appropriate valuation but the higher valuation is not greater than 110%
of the lower valuation, then the valuation which shall be binding on
the Partners shall be the average of the two (2) valuations given by
the Qualified Investment Banking Firms.  If the higher valuation is
greater than 110% of the lower valuation, the two (2) Qualified
Investment Banking Firms jointly shall appoint a third Qualified
Investment Banking Firm within fifteen (15) days thereafter, or, if
they do not do so, either the IMC Partner (or, in such cases,
Operations or IMC GPCo) or the FRP Partner may request the American
Arbitration Association, or any organization successor thereto, to
appoint the third Qualified Investment Banking Firm.  The decision of
the third Qualified Investment Banking Firm shall be given within sixty
(60) days after its appointment, shall be at least equal to the lower
valuation, shall not exceed the higher valuation and shall be binding
on the Partners.
    "Approved Debts" shall have the meaning given to such term in
Section 12.06(a) of the Partnership Agreement.

    "Asset Sale Amount" shall mean, with respect to any sale of any
Partnership asset other than in the ordinary course of business, an
amount equal to the greater of (a) the net book value of such asset as
shown on the most recent audited balance sheet of the Partnership and
(b) the net proceeds (including cash and the value of property
received) realized by the Partnership upon the sale or other
disposition of such asset.

    "Assets" shall have the meaning given to such term in the
Contribution Agreement.

    "Assumed Liabilities" and "Assumed Liability" shall have the
meanings given to such terms in the Contribution Agreement.

    "Bankrupt" shall mean any Person with respect to which a Bankruptcy
shall have occurred.

    "Bankruptcy" shall mean with respect to any Person the occurrence
of either of the following events"
        (i)  the Person shall commence a voluntary case or other
     proceeding seeking liquidation, reorganization or other relief
     with respect to itself or its debts under any bankruptcy,
     insolvency or other similar law now or hereafter in effect or
     seeking the appointment of a trustee, receiver, liquidator,
     custodian or other similar official of it or any substantial part
     of its property, or shall consent to any such relief or to the
     appointment of or taking possession by any such official in an
     involuntary case or other proceeding commenced against it, or
     shall make a general assignment for the benefit of creditors, or
     shall fail generally to pay its debts as they become due, or shall
     take any corporate action to authorize any of the foregoing; or
        (ii)  an involuntary case or other proceeding shall be
     commenced against the Person seeking liquidation, reorganization
     or other relief with respect to it or its debts under any
     bankruptcy, insolvency or other similar law now or hereafter in
     effect or seeking the appointment of a trustee, receiver,
     liquidator, custodian or other similar official of it or any
     substantial part of its property, and such involuntary case or
     other proceeding shall remain undismissed and unstayed for a
     period of 60 days; or an order for relief shall be entered against
     the Person under the federal bankruptcy laws as now or hereafter
     in effect.
        
    "Base Affiliate Transaction Amount" shall mean (i) for the Fiscal
Year ended June 30, 1994, five hundred thousand dollars ($500,000) and
(ii) for each subsequent Fiscal Year, an amount equal to the sum of (x)
the Base affiliate Transaction Amount in effect for the immediately
preceding Fiscal Year, plus (y) the product of (A) the percentage
increase in the GNP Deflator Index for the immediately preceding Fiscal
Year, multiplied by (B) the Base Affiliate Transaction Amount for the
immediately preceding Fiscal Year.
        
    "Base Budget Amount" shall mean (i) for the Fiscal Year ended June
30, 1994, two hundred fifty thousand dollars ($250,000), and (ii) for
each subsequent Fiscal Year, an amount equal to the sum of (x) the Base
Budget Amount in effect for the immediately preceding Fiscal Year, plus
(y) the product of (A) the percentage increase in the GNP Deflator
Index for the immediately preceding Fiscal Year, multiplied by (B) the
Base Budget Amount for  the immediately preceding Fiscal Year.

    "Base Obligation Amount" shall mean (i) for the Fiscal Year ended
June 30, 1994, five million dollars ($5,000,000), and (ii) for each
subsequent Fiscal Year, an amount equal to the sum of (x) the Base
Obligation Amount in effect for the immediately preceding Fiscal Year,
plus (y) the product of (A) the percentage increase in the GNP Deflator
Index for the immediately preceding Fiscal Year, multiplied by (B) the
Base Obligation Amount for the immediately preceding Fiscal Year.

    "Base Sale Amount" shall mean (i) for the Fiscal Year ended June
30, 1994, twenty-five million dollars ($25,000,000), and (ii) for each
subsequent Fiscal Year, an amount equal to the sum of (x) the Base Sale
Amount in effect for the immediately preceding Fiscal Year, plus (y)
the product of (A) the percentage increase in the GNP Deflator Index
for the immediately preceding Fiscal Year, multiplied by (B) the Base
Sale Amount for the immediately preceding Fiscal Year.

    "Beneficial Interest" means with respect to either Ultimate Parent,
its beneficial ownership interest in the Partnership (determined upon
the basis of the Capital Interest of the Partner or Partners controlled
by such Ultimate Parent) proportionately reduced by any minority
ownership interest of any Person other than such Ultimate Parent or any
if its Intervening Persons in the Partner or Partners controlled by
such Ultimate Parent or any Intervening Person of such Ultimate Parent;
provided that in calculating the Beneficial Interest of FTX or any
subsequent Ultimate Parent of the FRP Partner, the beneficial ownership
interest of FTX or any subsequent Ultimate Parent of the FRP Partner in
the Partnership shall only be reduced on account of Non-Affiliated
Unitholders to the extent such Non-Affiliated Unitholders hold in
excess of 49% of the limited partnership interests of FRP.

    "Capital Account" means, with respect to any Partner, the capital
account maintained for such Partner pursuant to Section 4.02 of the
Partnership Agreement.

    "Capital Advance" shall have the meaning given to such term in
Section 3.02(b) of the Partnership Agreement.

    "Capital Interest" shall have the meaning given to such term in
Section 4.01 of the Partnership Agreement.

    "Capital Interest Cash" means, for any period any Capital Proceeds
received during such period less the sum of (A) Capital Proceeds
reinvested in a Capital Project during such period in accordance with
Section 5.07 of the Partnership Agreement plus (B) (i) expenditures for
Capital Projects during such period and (ii) capital expenditures in
any year for projects identified on Annex VII to the Contribution
Agreement, or alternative projects of a substantially similar nature
substituted by agreement of the parties, to the extent that the
aggregate amount of all such capital expenditures exceed 110% of the
aggregate amount shown on such Annex VII as being spent for such
projects in that year, which in both cases are either specifically
approved by the Policy Committee (or, if not by the Policy Committee,
by the CEOs or the Managing Partner in accordance with Section 6.07 of
the Partnership Agreement) or in a budget approved by the Policy
Committee(or, if not by the Policy Committee, by the CEOs or the
Managing Partner in accordance with Section 6.07 of the Partnership
Agreement).  Furthermore, any expenditure that would otherwise be
subtracted pursuant to clause (B) of this definition of Capital
Interest Cash shall not be so subtracted to the extent that such
expenditure is funded by either the incurrence of indebtedness by the
Partnership or cash contributions by the Partners.

    "Capital Proceeds" shall mean the cash proceeds of a Capital
Transaction received, whether the Capital Transaction occurred in the
current period or in a prior period.

    "Capital Project" shall mean any project having an anticipated
useful life in excess of one year, with an anticipated cost (including
capitalized interest in connection with any Debt incurred to fund such
project) in excess of the Base Budget Amount and involving the
purchase, lease, license, acquisition, manufacture, maintenance or
construction of an asset, other than those items set forth on Annex VII
to the Contribution Agreement.  A Capital Project shall be deemed
implemented or attributable to the Fiscal Year in which the relevant
asset is placed in service.

    "Capital Transaction" shall mean the sale or disposition of any
asset of the Partnership having an anticipated useful life in excess of
one year other than in the ordinary course of business.  A Capital
Transaction shall be deemed to have occurred in the Fiscal Year in
which the sale or disposition of the relevant asset becomes effective.
The sale of Big Bend or Port Sutton terminal is not a Capital
Transaction.

    "CEOs" shall have the meaning given to such term in Section 6.07(b)
of the Partnership Agreement.

    "Claims" shall have the meaning given to such term in Section 8.01
of the Partnership Agreement.

    "Closing" shall mean the consummation of the transactions
contemplated by the Contribution Agreement in accordance with Section
2.08 thereof.

    "Closing Date" shall have the meaning given to such term in the
Contribution Agreement.

    "Code" shall mean the Internal Revenue Code of 1986, as amended and
the regulations promulgated thereunder.

    "Comparable Property" shall have the meaning given to such term in
Section 2.08(c) of the Partnership Agreement.

    "Confidentiality Agreement" shall mean the Letter Agreement dated
November 18, 1992 among FRP, FTX and Group.

    "Contributed Business" shall, with respect to Operations or FRP,
have the meaning given to such term in the Contribution Agreement.

    "Contributing Partner" shall have the meaning given to such term in
Section 3.03 of the Partnership Agreement.

    "Contribution Agreement" shall mean that certain Contribution
Agreement dated as of April 5, 1993 IMC and FRP

    "Contribution Agreement Claim" shall have the meaning given to such
term in Section 5.07(d) of the Partnership Agreement.

    "Cure Period" shall mean the period ending sixty (60) days after
the earlier to occur of (i) the agreement between the Non-Managing
Partners that a Material Breach has occurred and (ii) if a dispute
exists between the Non-Managing Partners as to whether a Material
Breach has occurred, a determination through the Dispute Resolution
Mechanism that a Material Breach has occurred; provided, that if during
the sixty (60) day period, the Operating Partner has promptly presented
to the Non-Operating Partner a remedy to cure such Material Breach and
has promptly begun and continuously pursued good faith efforts in
attempting to cure such Material Breach, then the Cure Period shall be
extended for so long as the Operating Partner is continuously pursuing
good faith efforts to cure such Material Breach, but in no event shall
the Cure Period be extended for more than a reasonable period of time,
taking into account the nature of the cure.

    "Current Interest" shall have the meaning given to such term in
Section 4.01 of the Partnership Agreement.

    "Current Interest Cash" shall mean, for any period the sum of
             (i)  the consolidated net income (or loss) of the
             Partnership for such period;
     plus    (ii)  the depreciation, depletion, amortization and all
             other non-cash expenses of the Partnership, including the
             amount of net book value eliminated as a result of any
             asset sales made by the Partnership during such period;
     plus    (iii)  the net cash proceeds with respect to any prior
             period asset sales or liquidation of other non-current
             assets of the Partnership received during the period to
             the extent such proceeds are not already included in the
             consolidated net income of the Partnership for such
             period;
     minus   (iv)  the non-cash proceeds of any asset sales made by
             the Partnership during such period to the extent such
             non-cash proceeds are included in the consolidated net
             income of the Partnership for such period;
     minus   (v)  the Partnership's earnings from non-consolidated
             investees during such period;
     plus    (vi)  the Partnership's share of losses in
             non-consolidated investees during such period;
     plus    (vii)  dividends and distributions of cash and cash
             equivalents received by the Partnership from
             non-consolidated investees during such period;
     minus   (viii)  investments of cash and cash equivalents made by
             the Partnership in non-consolidated investees during such
             period;
     minus   (ix)  capital expenditures (a) excluding expenditures for
             Capital Projects but (b) including capital expenditures
             for projects identified in Annex VII to the Contribution
             Agreement but only to the extend that the aggregate among
             of such expenditures in any year for projects identified
             in Annex VII, or alternative projects of a substantially
             similar nature substituted by agreement of the parties,
             does not exceed 110% of the aggregate amount shown on
             such Annex VII as being spent for such projects in that
             year;
     minus   (x)  t the extent not previously deducted in computing
             the consolidated net income (or loss) of the Partnership,
             expenditures of the Partnership relating to the shut down
             of facilities and reclamation of land during such period
             and other payments in respect of previously accrued
             liabilities;
     minus   (xi)  principal repayments of Partnership indebtedness;
     minus   (xii)  Capital Proceeds of the Partnership during such
             period;
     minus   (xiii)  increases in cash reserves of the Partnership;
     plus    (xiv)  decreases in cash reserves of the Partnership;
     plus    (xv)  after consideration of noncash accruals and related
             expenditures identified in (ii) and (x) above, decreases
             in working capital loans from third parties at the end of
             the period.
     
In calculating Current Interest Cash, to the extend applicable, each
item involved in the calculation shall be determined using the
financial statements of the Partnership prepared in accordance with
generally accepted accounting principles.  Furthermore, any expenditure
that would otherwise be deducted pursuant to this definition of Current
Interest Cash shall not be deducted from consolidated net income to the
extent that such expenditure is funded by either the incurrence of
indebtedness by the Partnership or cash contributions by the Partners.

     "Debt" shall mean, as to any Person:  (a)  indebtedness created,
issued or incurred by such Person for borrowed money (whether by loan
or the issuance and sale of debt securities; (b) obligations of such
Person to pay the deferred purchase or acquisition price of property or
services, other than trade or other accounts payable (other than for
borrowed money) arising, and accrued expenses incurred, in the ordinary
course of business so long as such trade or other accounts payable are
payable within ninety (90) days of the date the respective goods are
delivered or respective services rendered; )c) Debt of others secured
by a Lien on the property of such Person, whether or not the respective
indebtedness so secured has been assumed by such Person; (d)
obligations of such Person in respect of letters of credit or similar
instruments issued or accepted by banks and other financial
institutions for the account of such Person; (e) capital lease
obligations of such Person required to be reported as such in
accordance with generally accepted accounting principles from time to
time in effect; and (f) Debt of others guaranteed by such Person.

    "Delaware Law" shall have the meaning given to such term in the
Partnership Agreement and in the Parent Agreement.

    "Developing Partner" shall have the meaning given to such term in
Section 2.08(c) of the Partnership Agreement.

    "Dispute Resolution Mechanism" shall mean a proceeding for
resolution of disputes, submitted to Endispute Incorporated
("Endispute:) in San Francisco, California, with the Non-Managing
Partner whose position is substantially upheld by Endispute in such
proceeding being entitled to recover its attorneys' fees and expenses
from the other Non-Managing Partner.  If at the time that the dispute
occurs Endispute is not in the business of resolving disputes in San
Francisco, California, the Non-Managing Partners shall ask the Chief
Judge of the United States Court of Appeals for the Ninth Circuit to
select a similar firm located in San Francisco, California.

    "Dissolution Event" shall have the meaning given to such term in
Section 12.01 of the Partnership Agreement.

    "Distributable Cash" shall mean, with respect to any Partner for
any period, the sum of (i) Current Interest Cash for such period
multiplied by such Partner's Current Interest as of the last day of
such period, plus (ii) Capital Interest Cash for such period multiplied
by such Partner's Capital Interest as of the last day of such period,
except that the Capital Proceeds from a Capital Transaction occurring
in a prior period will be calculated using the Capital Interest in
effect as of the last day of the period in which the Capital
Transaction which generated such Capital Proceeds was deemed to have
occurred.

    "Electing Partner" shall have the meaning given to such term in
Section 2.08(c) of the Partnership Agreement.

    "Employee Cost Sharing Agreement" shall mean that certain Employee
Cost Sharing Agreement dated as of July 1, 1993 between IMC and the
Managing Partner.

    "Environmental Liabilities" shall have the meaning given to such
term in the Contribution Agreement.

    "Equivalent Sale Price" means the Triggering Event Partnership
Value, multiplied by the Capital Interest of the Non-Triggering Partner
immediately prior to the Triggering Event.

    "Excluded Liability" shall have the meaning given to such term in
the Contribution Agreement.

    "Exercise Notice" has the meaning given to such term in Section
7.04 of the Partnership Agreement.

    "Exercising Partner" shall have the meaning given to such term in
Section 2.08(b) of the Partnership Agreement.

    "Expansion" shall mean: (i) the construction or development of a
new mine, plant, building, structure or other facility for the purpose
of developing a new source of production capacity; (ii) any
construction, development, process improvement or other improvement
primarily designed to increase the production capacity or decrease the
cost structure of any existing mine, plant or facility; or (iii) any
purchases of materials related to the items in (i) or (ii).

    "FASB 109" shall mean the Financial Accounting Standards Board
Statement of Financial Accounting Standard No. 109.

    "FCC" shall mean Freeport Chemical Company, a Delaware corporation.

    "Final IMC GPCo Liquidating Distribution" shall have the meaning
given to such term in the Partnership Agreement and in the Parent
Agreement.

    "Fiscal Year" shall mean the twelve month period ending June 30th
for each year during the life of the Partnership or such other month
period as may be defined as the Fiscal Year of the Partnership pursuant
to Section 9.01 of the Partnership Agreement.

    "FRP" shall mean Freeport-McMoRan Resource partners, Limited
Partnership, a Delaware limited partnership and its successors.

    "FRP Alternate" and "FRP Alternates" shall have the meanings given
to such terms in Section 6.04 of the Partnership Agreement.

    "FRP GPCo" shall have the meaning given to such term in the Parent
Agreement.

    "FRP GPCo/FCC/FTX Merger Documents" shall have the meaning given to
such term in the Amendment, Consent Waiver Agreement.

    "FRP GPCo/FCC/FTX Mergers" shall have the meaning given to such
term in the Partnership Agreement and in the Parent Agreement.

    "FRP Partner" shall mean (i) Agrico, Limited Partnership, a
Delaware limited partnership, or (ii) FRP or the Affiliate of FRP that
succeeds to the obligations, assets, properties, rights and interests
of Agrico, Limited Partnership, as a result of the merger, liquidation
or dissolution of Agrico, Limited Partnership (or to which the
Partnership Interests of Agrico, Limited Partnership is transferred) as
contemplated by the Amendment, Waiver and Consent Agreement or (iii)
any other Affiliate of FRP which succeeds to the Partnership Interests
of the entity identified in (i) or (ii) above by means of the purchase,
transfer, assignment or other conveyance or succession of such
Partnership Interests in accordance with the terms of the Partnership
Agreement.

    "FRP Representative" and FRP Representatives" shall have the
meanings given to such terms in Section 6.04 of the Partnership
Agreement.

    "FRP Transferred Sales Employee" shall have the meaning given to
such term in the Contribution Agreement.

    "FTX" shall mean Freeport-McMoRan Inc., a Delaware corporation and
its successors.

    "FTX Common Shares" shall have the meaning given to such term in
the Parent Agreement.

    "GNP Deflator Index" shall mean the GNP deflator index (final) as
published by the U.S. Department of Commerce (commencing with the index
as of June 30, 1993).

    "Global" or "Group" shall mean IMC Global Inc. (formerly IMC
Fertilizer Group, Inc.), a Delaware corporation and its successors.

    "Group Structure" shall have the meaning given to such term in the
Parent Agreement.

    "IMC" or "Operations" shall mean IMC Global Operations Inc.
(formerly IMC Fertilizer, Inc.), a Delaware corporation and its
successors.

    "IMC Alternate" and "IMC Alternates" shall have the meanings given
to such terms in Section 6.04 of the Partnership Agreement.

    "IMC Common Shares" shall have the meaning given to such term in
the Parent Agreement.

    "IMC GPCo" shall mean IMC-Agrico GP Company, a Delaware
corporation.

    "IMC GPCo Liquidation" shall have the meaning given to such term in
the Parent Agreement.

    "IMC GPCo Liquidation Period" shall have the meaning given to that
term in Article I of the Partnership Agreement.

    "IMC GPCo Plan of Liquidation" shall mean the Agreement and Plan of
Complete Liquidation and Dissolution among Operations, IMC  GPCo and
MPCo.

    "IMC Partner" shall, with respect to each such Agreement, have the
meaning given to such term in the Parent Agreement and the Partnership
Agreement, respectively.

    "IMC Plans" shall have the meaning given to such term in Section
9.06 of the Partnership Agreement.

    "IMC Representative" and "IMC Representatives" shall have the
meanings given to such terms in Section 6.04 of the Partnership
Agreement.

    "Initial IMC GPCo Liquidating Distribution" shall have the meaning
given to such term in the Partnership Agreement and the Parent
Agreement.

    "Intervening Person" of either Ultimate Parent means a Person that
is controlled by such Ultimate Parent and which has an ownership
interest in either the IMC Partner or the FRP Partner, as the case may
be, or in another Intervening Person of such Ultimate Parent.

    "Leased IMC Employees" shall have the meaning given to such term in
the Contribution Agreement.

    "Leasing Agreement" shall have the meaning given to such term in
the Contribution Agreement.

    "Lien" shall mean, with respect to any asset, and mortgage, lien,
pledge, charge, security interest, easement, right of way, title defect
or encumbrance of any kind with respect to such asset.

    "Limestone Cost Sharing Agreement" shall mean that certain
Limestone Cost Sharing Agreement dated as of July 1, 1993, among IMC,
the Managing Partner and the Partnership.

    "Liquidating Partner" shall have the meaning given to such term in
Section 12.02 of the Partnership Agreement.

    "Major Decision" shall have the meaning given to such term in
Section 6.07 of the Partnership Agreement.

    "Managing Partner" shall mean MPCo in its capacity as Managing
Partner under the Partnership Agreement.

    "Marketing and Administrative Services Agreement" shall have the
meaning given to such term in the Contribution Agreement.

    "Material Asset Sale" shall mean the sale or other disposition of
any asset of the Partnership other than in the ordinary course of
business, if, as a result of such sale, the aggregate Asset Sale Amount
for all such sales other than in the ordinary course of business
consummated in the Fiscal Year of such sale would exceed the Base Sale
Amount for such Fiscal Year.

    "Material Breach" shall mean the occurrence of either of the
following events"  (i) a material failure by the Managing Partner to
perform its duties or responsibilities as Managing Partner under this
Agreement of (ii) the Bankruptcy of the Operating Partner or any of its
direct or indirect parent entities.

    "Material Breach Event" shall mean either:
        (a) (i) the occurrence of a Material Breach referred to in
     clause (i) of the definition of "Material Breach", (ii) the giving
     of written notice of such Material Breach by the Non-Operating
     Partner to the Operating Partner and (iii) the failure to cure
     such Material Breach during the Cure Period;
        
        (b) the occurrence of a Material Breach referred to in clause
     (ii) of the definition of "Material Breach" and, if such Material
     Breach results from a Bankruptcy referred to in clause (i) of the
     definition of "Bankruptcy", the continuance of such Material
     Breach for sixty (60) days; or
        
        (c) the occurrence of an event that would have constituted a
     Triggering Event but for the proviso in the definition of
     "Triggering Event."
        
A "cure" of a Material Breach referred to in clause (i) of the
definition of "Material Breach" includes, without limitation,
reimbursement of the Partnership for any costs, expenses, liabilities,
obligations, losses, damages or penalties caused by such Material
Breach.

     "Material Facility" shall mean any facility of the Partnership
having a book value, as shown on the latest quarterly balance sheet of
the Partnership, in excess of five percent (5%) of the net property,
plant and equipment of the Partnership, as shown on the latest
quarterly balance sheet of the Partnership, at the time of such
determination.

     "Material Obligation" shall mean any liability or obligation
(known to the Managing Partner at the time of incurrence or assumption)
incurred or assumed by or on behalf of the Partnership for Expansion
and other than in the ordinary course of business in an aggregate
amount, based on the knowledge of the Managing Partner at the time of
such incurrence or assumption, in excess of the Base Obligation Amount
in effect at the time such liability or obligation is incurred or
assumed.

     "Material Purchase and Cost Sharing Agreement" shall mean that
certain Material Purchase and Cost Sharing Agreement dated as of July
1, 1993 between IMC and the Partnership.

     "MP Benefit Plans" shall have the meaning given to such term in
the Contribution Agreement.

     "MB Contribution Plans" shall have the meaning given to such term
in the Contribution Agreement.

     "MB Pension Plans" shall have the meaning given to such term in
the Contribution Agreement.

     "MPCo" shall mean IMC-Agrico MP, Inc., a Delaware corporation and
its successors.

     "Negotiating Interval" shall have the meaning given to such term
in the Parent Agreement.

     "Negotiation period" shall have the meaning given to such term in
Section 7.02(b) of the Partnership Agreement.

     "New Partners" shall have the meaning given to such term in
Section 12.01 of the Partnership Agreement.

     "Non-Affiliated Unitholders" means limited partners of FRP other
than FTX and its Affiliates.

     "Non-Contributing Partner" shall have the meaning given to such
term in Section 3.03 of the Partnership Agreement.

     "Non-Contributing Partner's Share" shall have the meaning given to
such term in Section 3.03 of the Partnership Agreement.

     "Non-Defaulting Partner" shall have the meaning given to such term
in Section 5.07(d) of the Partnership Agreement.

     "Non-Developing partner" shall have the meaning given to such term
in Section 2.08(c) of the Partnership Agreement.

     "Non-Managing Partner shall mean any Partner other than the
Managing Partner.

     "Non-Operating Partner" shall have the meaning given to such term
in Section 2.06 of the Partnership Agreement.

     "Non-Presenting Partner" shall have the meaning given to such term
in Section 2.08(b) of the Partnership Agreement.

     "Non-Qualifying Income" shall mean any income other than
Qualifying Income.

     "Non-Triggering Partner" means (i) if the IMC Partner is the
Triggering Partner, the FRP Partner and (ii) if the FRP Partner is the
Triggering Partner, the IMC Partner (which, during the IMC GPCo
Liquidation period, shall mean both Operations and IMC GPCo).

     "Non-Withdrawing Partner" shall have the meaning given to such
term in Section 12.01 of the Partnership Agreement.

     "No-Shop Period" shall have the meaning given to such term in
Section 7.02(b) of the Partnership Agreement.

     "No-Shop Interval" shall have the meaning given to such term in
Section 3.0(d) of the Parent Agreement.

     "Notice of Intent to Sell" shall have the meaning given to such
term in Section 7.02(b) of the Partnership Agreement.

     "Notice of Intent to Transfer" shall have the meaning given to
such term in Section 3.0(d) of the Parent Agreement.

     "Notified Partner" shall have the meaning given to such term in
Section 7.02(b) of the Partnership Agreement.

     "Notified Person" shall have the meaning given to such term in
Section 3.0(d) of the Parent Agreement.

     "Operating Partner" shall have the meaning given to such term in
Section 2.06 of the Partnership Agreement.

     "Operations" or "IMC" shall mean IMC Global Operations Inc.
(formerly IMC Fertilizer, Inc.), a Delaware corporation and its
successors.

     "Parent Agreement" shall mean the Parent Agreement among IMC, FRP
and the Partnership, as amended and restated as of May 26, 1995, and as
thereafter amended, modified or supplemented from time to time.

     "Partner" or "Partners" shall have the meanings given to such
terms in Article I to the Partnership Agreement.

     "Partner Loan" shall have the meaning given to such term in
Section 3.03 of the Partnership Agreement.

     "Partnership" shall mean IMC-Agrico Company, a Delaware general
partnership formed pursuant to the Partnership Agreement.

     "Partnership Agreement" shall mean the Partnership Agreement
between Operations, IMC GPCo, FRP and the Managing Partner, as amended
and restated as of July 1, 1993 and as further amended and restated as
of May 26, 1995 and as thereafter amended, modified or supplemented
from time to time.

     "Partnership Interests" shall mean all right, title and interest
of a Partner in the Partnership, including, without limitation, its
Current Interest and Capital Interest.

     "Partnership Units" shall have the meaning given to such term in
the Parent Agreement.

     "Partnership Working Capital Facility" shall have the meaning
given to such term in Section 3.02(b) of the Partnership Agreement.

     "Permitted Liens" shall have the meaning given to such term in the
Contribution Agreement.

     "Person" shall mean an individual, a partnership, a corporation, a
trust, an unincorporated organization, a governmental authority and any
other entity.

     "PhosChem" shall have the meaning given to such term in Section
2.03 of the Partnership Agreement.

     "Phosphate Chemicals Business" means and includes (i) the
exploration for, and the acquisition, leasing, development, mining and
disposition of, phosphate rock reserves, (ii) engaging in contract
mining, tolling, processing, management and other activities regarding
the phosphate-related reserves, properties, facilities or materials of
third parties, (iii) the processing, manufacture, purchase, exchange
and sale of phosphate fertilizers and other phosphate chemicals
(including, without limitation, monoammonium phosphate, diammonium
phosphate, triple superphosphate and phosphoric acid) and related raw
materials and by-products (including, without limitation, the purchase
and use of sulphur, but excluding the manufacture, production, exchange
or sale of sulphur), (iv) the processing, manufacture, purchase,
exchange and sale of nitrogen chemicals (including anhydrous ammonia
and urea), (v) the extraction and recovery from phosphate rock and the
exchange and sale of uranium oxide, (vi) the management and operation
of agricultural, farming and livestock businesses as an incidental
activity relating to holding lands originally acquired or leased by the
Partnership or one of the Partners as phosphate rock reserves; (vii)
the acquisition, construction, ownership, leasing, operation,
management, alteration and disposition of real property (and interests
therein) and mining, manufacturing, mixing, granulation, processing,
refining, shipping and other equipment and facilities (including,
without limitation, motor vehicles, railroads, railcars, pipelines,
storage facilities, ports and vessels) related to any of the foregoing,
(viii) developing, subdividing, construction roads, sewers, utility,
water, sewage and water treatment and other facilities on, constructing
and selling, leasing or managing residential, commercial and other
improvements on, and otherwise dealing with, reclaimed and other land
originally acquired or leased as phosphate rock reserves, and (ix) all
other business and activities related or incidental thereto.
Notwithstanding the foregoing, "Phosphate Chemicals Business" shall not
include (i) the animal feeds business or (ii) the mixed fertilizer
business.

     "PhosRock" shall have the meaning given to such term in Section
2.03 of the Partnership Agreement.

     "Policy Committee" shall have the meaning given to such term in
Section 6.04 of the Partnership Agreement.

     "Presenting Partner" shall have the meaning given to such term in
Section 2.08(b) of the Partnership Agreement.

     "Prime Rate" shall mean the rate publicly announced from time to
time by Citibank, N.A. in New York City as its prime rate.

     "Purchasing Partner" shall have the meaning given to such term in
Section 7.04 of the Partnership Agreement.

     "Qualified Appraiser" shall mean an MIA appraiser which has been
appraising property in the county in which the real property to be
valued is located for at least the preceding five (5) years.

     "Qualified Investment Banking Firm" shall mean in investment
banking firm of national and international reputation.

     "Qualifying Income" shall have the same meaning as the term
"qualifying income" defined in Section 7704(d) of the Code and any
successor provision.

     "Real Estate Appraisal Procedure" shall mean the following:  If
the value of any real property to be determined under the Partnership
Agreement cannot timely be established by agreement, then either the
IMC Partner or the FRP Partner, by written notice to the other, may
invoke the process described below.  Each of the IMC Partner and the
FRP Partner shall appoint its Qualified Appraiser to conduct an
appropriate valuation and shall give notice of such appointment to the
other Non-Managing Partner within fifteen (15) days after delivery of
the notice invoking such procedure.  If either the IMC Partner or the
FRP Partner does not appoint its Qualified Appraiser within such
fifteen (15) day period, the valuation made by the Qualified Appraiser
appointed by the other Non-Managing Partner shall be conclusive and
binding on the Partners.  If within thirty (30) days after appointment
of the Qualified Appraisers, such Qualified Appraisers are unable to
agree upon an appropriate valuation but the higher valuation is not
greater than 110% of the lower valuation, then the valuation which
shall be binding on the Partners shall be the average of the two (2)
valuations given by the Qualified Appraisers.  If the higher valuation
is greater than 110% of the lower valuation, the two (2) Qualified
Appraisers jointly shall appoint a third Qualified Appraiser within
fifteen (15) days thereafter, or, if they do not do so, either the IMC
partner or the FRP Partner may request MIA, or any organization
successor thereto, to appoint the third Qualified Appraiser.  The
decision of the third Qualified Appraiser shall be given within sixty
(60) days after its appointment, shall be at least equal to the lower
valuation, shall not exceed the higher valuation and shall be binding
on the Partners.

     "Real Estate Development Project" shall mean any project involving
the developing, subdividing, construction roads, sewers, utility,
water, sewage and water treatment and other facilities on, construction
and selling, leasing or managing residential, commercial and other
improvements on, and otherwise dealing with, the land of the
Partnership.

     "Related Persons" shall have the meaning given to such term in
Section 8.01 of the Partnership Agreement.

     "Representatives" shall have the meaning given to such term in
Section 6.04 of the Partnership Agreement.

     "Residual Net Loss" for any period, means the excess of all items
of expense over all items of income determined in accordance with the
principles set forth in Section 4.02(c) of the Partnership Agreement,
as computed and adjusted for allocations pursuant to Section 5.02 of
the Partnership Agreement.

     "Retained Environmental Liability" shall have the meaning given to
such term in Section 6.08 of the Partnership Agreement.

     "Retaining Partner" shall have the meaning given to such term in
Section 6.08 of the Partnership Agreement.

     "SEC" shall mean the Securities and Exchange Commission of the
United States of America or any successor agency.

     "Soliciting Partner" shall have the meaning given to such term in
Section 7.02(b) of the Partnership Agreement.

     "Soliciting Person" shall have the meaning given to such term in
the Parent Agreement.

     "Special Purpose Partner" shall mean any IMC Partner or FRP
Partner (i) the principal business purpose of which is the ownership of
its Partnership Interests in the Partnership and (ii) in respect of
which its Partnership Interests in the Partnership constitute
substantially all of its assets; provided, however, that (a) neither
Operations nor FRP shall constitute a "Special Purpose Partner" unless
Operations or FRP (x) acquires a Partnership Interest (or portion
thereof) and (y) its ownership interest in all of its other business
assets or operations constitutes a less than 5% portion of its total
assets or operations, and (b) each of IMC GPCo and Agrico, Limited
Partnership, as constituted as of May 26, 1995, would have constituted
a "Special Purpose Partner" as of such date.  Notwithstanding the
foregoing, no entity that, as of the date such entity would have become
a Special Purpose Partner pursuant to the foregoing definition, has
outstanding securities registered under Section 12 of the Securities
Exchange Act of 1934, as amended (or any similar or successor provision
or statute), shall be a Special Purpose Partner.

     "Subject Interest" shall have the meaning given to such term in
the Parent Agreement.

     "Subject Partnership Interest" shall have the meaning given to
such term in Section 7.02(b) of the Partnership Agreement.

     "Target Cash" for any year means the aggregate amount of Current
Interest Cash that would have been required for that year, when
distributed in accordance with the provisions of Sections 5.06 and 5.07
of the Partnership Agreement, to cause the ending balances in the
Partners' Capital Accounts, immediately prior to the allocations
provided in Sections 5.01, 5.02(c) and 5.02(d) of the Partnership
Agreement, to be in the same ratio as the Capital Interest percentages
for the following year.  The calculation of Target Cash is illustrated
by the formula attached to the Partnership Agreement as Schedule X.

     "Tax Matters Partner" shall have the meaning given to such term in
Section 10.06 of the Partnership Agreement.

     "Transaction Agreements" shall mean collectively, the Contribution
Agreement, the Partnership Agreement, the Parent Agreement and the
Confidentiality Agreement.

     "Transaction Costs" shall mean, collectively, (i) all documentary
stamp taxes, transfer taxes excise taxes and other similar taxes
imposed in connection with the transactions contemplated by the
Transaction Agreements by any state or other jurisdiction, including,
without limitation, the State of Florida or the State of Louisiana,
(ii) severance costs relating to the termination of employment of
FRP's, FTX's and IMC's operating personnel to the extent such
termination is directly attributable to the transactions contemplated
by the Transaction Agreements, (iii) severance costs, not to exceed an
aggregate of $12,600,000, relating to the termination of FRP's and
FTX's marketing and administrative personnel to the extent such
termination is directly attributable to the transactions contemplated
by the Transaction Agreements and (iv) severance costs, not to exceed
an aggregate of $1,000,000, relating to the termination of IMC's
marketing and administrative personnel to the extent such termination
is directly attributable to the transactions contemplated by the
Transaction Agreements.

     "Transfer" shall have the meaning given to such term in Section
7.02(a) of the Partnership Agreement.

     "Transfer Price" means (A) in the case of a sale resulting from a
Triggering Event described in clauses (ii) or (iv) of the definition
thereof, the fair market value of the Partnership Interest that is the
subject of such sale, as mutually determined by the IMC Partner and the
FRP Partner or, if no such fair market value is agreed upon within
thirty (30) days of the receipt by the Triggering Partner of the
Exercise Notice by the Non-Triggering Partner, by the Appraisal
Procedure; (b) in the case of a sale resulting from a Triggering Event
described in clauses (i) or (iii) of the definition thereof, (I) if the
transaction giving rise to the Triggering Event involved the sale of
all or a portion of the Partnership Interest of the Triggering Partner,
the Equivalent Sale Price and (II) if the transaction giving rise to
the Triggering Event was the sale of an ownership interest in the IMC
Partner or the FRP Partner or a Person controlling or under common
control with the IMC Partner or the FRP Partner, the fair market value
of the Non-Triggering Partner's Partnership Interest taking into
account the structure of the transaction which gave rise to the
Triggering Event, as mutually determined by the IMC Partner and the FRP
Partner or, if no such fair market value is agreed upon within thirty
(30) days of the receipt by the Triggering Partner of the Exercise
Notice, by the Appraisal Procedure; and(C) in all other cases, the fair
market value of the Partnership Interest (or portion thereof) to be
sold or transferred in accordance with the terms of the Partnership
Agreement as determined by the mutual agreement of the Partners, or, if
the Partners fail to agree upon such fair market value within the time
period set forth in the Partnership Agreement, determined in accordance
with the Appraisal Procedure.

     "Triggering Event" means any of the following events:
        (i)  at any time that the IMC Partner is the Operating
     Partner, the occurrence of a transaction which, after giving
     effect thereto, results in the Ultimate Parent of the IMC Partner
     owning less than a 35% Beneficial Interest in the Partnership;
        
        (ii)  at any time that the IMC Partner is the Operating
     Partner, the occurrence of a transaction which, after giving
     effect thereto, results in 65% or more of the issued and
     outstanding voting stock of the Ultimate Parent of the IMC Partner
     being owned by an Affiliated Group;
        
        (iii)  at any time that the FRP Partner is the Operating
     Partner, the occurrence of a transaction which results in the
     Ultimate Parent of the FRP Partner owning less than a 35%
     Beneficial Interest in the Partnership; or
        
        (iv)  at any time that the FRP Partner is the Operating
     Partner, the occurrence of a transaction which results in 65% or
     more of the issued and outstanding stock of the Ultimate Parent of
     the FRP Partner being owned by an Affiliated Group;
        
provided that none of the circumstances described in clauses (i)
through (iv) above arising out of the foreclosure of a Lien covering
the Partnership Interest of the IMC Partner (or, during the IMC GPCo
Liquidation Period, Operations or IMC GPCo) or the FRP Partner, the
capital stock or partnership interests, as the case may be, of the IMC
partner (or, during the IMC GPCo Liquidation Period, Operations or IMC
GPCo) or the FRP Partner of the capital stock or partnership interests
of any Intervening Person shall constitute a "Triggering Event."

     "Triggering Event Notice" shall have the meaning given to such
term in Section 7.04 of the Partnership Agreement.

     "Triggering Event Partnership Value" means an amount equal to the
purchase price paid to the Triggering Partner by the Purchasing Partner
in the transaction giving rise to the Triggering Event, divided by the
portion of the Capital Interest of the Triggering Partner sold in such
transaction.

     "Triggering Partner" means (A) in the case of a Triggering Event
described in clauses (i) or (ii) of the definition thereof, the IMC
Partner and (B) in the case of a Triggering Event described in clauses
(iii) or (iv) or the definition thereof, the FRP Partner.

     "Ultimate Parent" means (i) with respect to the IMC Partner, (A)
initially, Global, and (B) if at any time a Triggering Event occurred
without a Triggering Event Notice having been delivered, the Affiliated
Group that acquired 65% or more of the stock of Group or the Person
that is then the Ultimate Parent of the IMC Partner and (ii) with
respect to the FRP Partner, (A) initially, FTX and (B) if at any time a
Triggering Event referred to in clause (iv) of the definition thereof
shall have occurred without a Triggering Event Notice having been
delivered, the Affiliated Group that acquired 65% or more of the stock
of FTX or the Person that is then the Ultimate Parent of the FRP
Partner.

     "Withdrawing Partner" shall have the meaning given to such term in
Section 12.01 of the Partnership Agreement.

     "Working Capital Contribution Arrangement" shall have the meaning
given to such term in Section 3.02(b) of the Partnership Agreement.

EX-10.30

                                                                  EXHIBIT 10.30

                                                                               

                                                                 EXECUTION COPY



                         AMENDED AND RESTATED

                           PARENT AGREEMENT



     THIS AMENDED AND RESTATED PARENT AGREEMENT (this "Agreement"),

made as of the 1st day of July, 1993 and amended and restated as of the

26th day of May, 1995 among IMC GLOBAL OPERATIONS INC. (formerly IMC

Fertilizer, Inc.), a Delaware corporation ("Operations"), FREEPORT-

McMoRan RESOURCE PARTNERS LIMITED PARTNERSHIP, a Delaware limited

partnership ("FRP"), FREEPORT-McMoRan INC., a Delaware corporation

("FTX"), and IMC-AGRICO COMPANY, a Delaware general partnership (the

"Partnership").



                      W I T N E S S E T H

     WHEREAS, pursuant to a Contribution Agreement dated as of April 5,

1993, as amended (as so amended, the "Contribution Agreement") between

Operations and FRP, Operations and FRP agreed to cause the formation of

the Partnership to engage in the Phosphate Chemicals Business, and

Operations agreed to form IMC-Agrico GP Company, a subsidiary of

Operations ("IMC GPCo"), and FRP agreed to form Agrico, Limited

Partnership, a Delaware limited partnership, to be non-managing general

partners of the Partnership;

     WHEREAS, it was a condition precedent to the obligations of

Operations and FRP under the Contribution Agreement that each of

Operations, IMC Global Inc. (formerly IMC Fertilizer Group, Inc.), a

Delaware corporation ("Global"), FTX, FRP and the Partnership shall

have entered into the Parent Agreement, as originally entered into as

of July 1, 1993;

     WHEREAS, the parties hereto have approved and consented to (i) (a)

the voluntary complete liquidation and dissolution of IMC GPCo, in

accordance with the General Corporation Law of the State of Delaware

("Delaware Law"), (b) the admission of Operations as a Partner in the

Partnership in accordance with the terms of the Partnership Agreement

(as defined below), (c) the assumption by Operations (A) as of the date

hereof, of 80% of all obligations of IMC GPCo incurred by IMC GPCo (x)

as a general partner of the Partnership and (y) pursuant to the terms

of the Partnership Agreement, and (B) upon the completion of the

liquidation and dissolution of IMC GPCo, of all remaining obligations

of IMC GPCo, (d) the transfer to Operations of the assets, properties,

rights and interests of IMC GPCo, and (e) the repurchase by IMC GPCo of

the preferred stock of IMC GPCo owned by IMC-Agrico MP, Inc., a

Delaware corporation ("MPCo") at its liquidation value (collectively,

the "IMC GPCo Liquidation"), in each case in accordance with the

Agreement and Plan of Complete Liquidation and Dissolution dated as of

May 26, 1995 among Operations, IMC GPCo and MPCo (the "IMC GPCo Plan of

Liquidation") and (ii) (a) liquidation of Agrico, Inc. ("FRP GPCo"), a

Delaware corporation and the owner of a 0.2% general partnership

interest in the FRP Partner, or the merger of FRP GPCo with and into

Freeport Chemical Company, a Delaware corporation ("FCC"), and the

liquidation of FCC or the merger of FCC with and into FTX, in each case

in accordance with the FRP GPCo/FCC/FTX Merger Documents (the "FRP

GPCo/FCC/FTX Mergers"), with the result that FTX shall become the owner

of such 0.2% general partnership interest in the FRP Partner and shall

have assumed as of the date of completion of such FRP GPCo/FCC/FTX

Mergers all obligations of FRP GPCo and FCC, (b) the repurchase by FRP

GPCo of the preferred Stock of FRP GPCo owned by MPCo at its

liquidation value, and (c) at the option of FTX AND FRP, the merger,

liquidation or dissolution of the FRP Partner under Delaware Law at

some time in the future (or the transfer by the FRP Partner of its

Partnership Interests to FRP or an Affiliate of FRP) and the admission

of FRP or an Affiliate of FRP as a Partner in the Partnership, in each

case, in accordance with this Agreement, the Amended and Restated

Partnership Agreement dated as of July 1, 1993, and further amended and

restated as of May 26, 1995, among IMC GPCo, the FRP Partner and MPCo

(the "Partnership Agreement"), and the Amendment, Waiver and Consent

Agreement dated as of May 26, 1995 among Global, Operations, IMC GPCo,

MPCo, IMC-Agrico Company, a Delaware general partnership, FTX, FRP and

the FRP Partner (the "Amendment, Waiver and Consent Agreement");

     WHEREAS, the above described transactions are to be accomplished

in the following manner:

     (i) with respect to the liquidation and dissolution of IMC GPCo,

80% of the interests of IMC GPCo shall be transferred to Operations

effective as of May 26, 1995 (except that 100% of IMC GPCo's 50% common

stock interest in MPCo shall be transferred to Operations as of May 26,

1995) and the preferred stock of IMC GPCo owned by MPCo shall be

repurchased by IMC GPCo at its liquidation value as of May 26, 1995

(the "Initial IMC GPCo Liquidating Distribution"), with the remaining

20% of such interests (other than IMC GPCo's common stock interest in

MPCo) to be transferred to Operations (the "Final IMC GPCo Liquidating

Distribution") in accordance with the following time schedule and the

terms of the IMC GPCo Plan of Liquidation:

          (A)  if (x) FTX and FRP elect by written notice to the

     Partners and the Partnership, after November 30, 1995 and on or

     prior to June 4, 1996, to cause the merger, liquidation or

     dissolution of the FRP Partner (or the transfer by the FRP Partner

     of its Partnership Interests to FRP or an Affiliate of FRP) as

     contemplated by this Agreement, the Partnership Agreement and the

     Amendment, Waiver and Consent Agreement and (y) such merger,

     liquidation or dissolution of the FRP Partner (or such transfer of

     its Partnership Interests) is completed not earlier than June 5,

     1996 and not later than June 15, 1996, the Final IMC GPCo

     Liquidating Distribution shall be undertaken promptly after

     June 22, 1997;

          (B)  if (x) FTX and FRP elect by written notice to the

     Partners and the Partnership, after November 30, 1995 and on or

     prior to June 4, 1996, to cause the merger, liquidation or

     dissolution of the FRP Partner (or the transfer by the FRP Partner

     of its Partnership Interests to FRP or an Affiliate of FRP) as

     contemplated by this Agreement, the Partnership Agreement and the

     Amendment, Waiver and Consent Agreement, but (y) such merger,

     liquidation or dissolution of the FRP Partner (or such transfer of

     its Partnership Interests) is not completed by June 15, 1996, the

     Final IMC GPCo Liquidating Distribution shall be undertaken after

     June 15, 1996 and shall be completed no later than June 30, 1996;

     and

          (C)  if FTX and FRP do not elect, after November 30, 1995 and

     on or prior to June 4, 1996, to cause the merger, liquidation or

     dissolution of the FRP Partner (or the transfer by the FRP Partner

     of its Partnership Interests to FRP or an Affiliate of FRP) as

     contemplated by the Amendment, Waiver and Consent Agreement, the

     Final IMC GPCo Liquidating Distribution shall be undertaken after

     June 4, 1996 and shall be completed by June 30, 1996; and

     (ii) with respect to such optional merger, liquidation or

dissolution of the FRP Partner (or such transfer of its Partnership

Interests), such option may be exercised in accordance with the terms

of the Partnership Agreement and the Amendment, Waiver and Consent

Agreement:  at any time after November 30, 1995 and on or prior to June

4, 1996; provided that if FTX and FRP exercise such option on or prior

to June 4, 1996, their right to cause such merger, liquidation or

dissolution of the FRP Partner (or such transfer of its Partnership

Interests) at that time will be forfeited unless such merger,

liquidation or dissolution of the FRP Partner (or such transfer of its

Partnership Interests) is completed not earlier than June 5, 1996 and

not later than June 15, 1996; provided further that if after November

30, 1995 and on or prior to June 4, 1996 FTX and FRP exercise such

option, but such merger, liquidation or dissolution of the FRP Partner

(or such transfer of its Partnership Interests) is not completed on or

prior to June 15, 1996, FTX and FRP will have an additional option to

cause such merger, liquidation or dissolution of the FRP Partner (or

such transfer of its Partnership Interests) at any time after July 15,

1997; and provided further that if after November 30, 1995 and on or

prior to June 4, 1996, FTX and FRP do not exercise their option to

cause the merger, liquidation or dissolution of the FRP Partner (or the

transfer of its Partnership Interests), FTX and FRP will have the right

to exercise such option at any time after July 15, 1997;

     provided however that, notwithstanding the provisions of this

paragraph (ii), FTX and FRP may merge, liquidate or dissolve the FRP

Partner (or transfer its Partnership Interests) in accordance with the

terms of the Amendment, Waiver and Consent Agreement at any time so

long as FTX and FRP bear, and assume liability for, any expense, cost

or loss (including any increase in taxes, other than any increase in

income taxes which arises solely from the timing of the reporting of

income, deductions and credits attributable to the normal business

activities of the Partnership) suffered by the Partnership, any other

Partner or any of their Related Persons resulting therefrom; and

     WHEREAS, the IMC GPCo Liquidation, the FRP GPCo/FCC/FTX Mergers

and such optional merger, liquidation or dissolution of the FRP Partner

(or such transfer of its Partnership Interests) make it necessary and

desirable to amend and restate certain provisions of the Parent

Agreement as originally entered into by the parties.

     NOW, THEREFORE, in consideration of the foregoing and the mutual

obligations contained herein, the parties hereto agree as follows:



     1.0  Defined Terms.  Except as otherwise defined herein,

capitalized terms used in this Agreement shall have the meaning

ascribed to such terms in Exhibit A to the Amended and Restated

Partnership Agreement, dated as of July 1, 1993 and further amended and

restated as of May 26, 1995 among IMC GPCo, Operations, the FRP Partner

and MPCo, as managing partner (the "Managing Partner").  During the

period subsequent to the Initial IMC GPCo Liquidating Distribution and

prior to the Final IMC GPCo Liquidating Distribution, the term "IMC

Partner," as used herein, shall (except as otherwise indicated in this

Agreement) refer to IMC GPCo and Operations, collectively; subsequent

to the Final IMC GPCo Liquidating Distribution, such term shall refer

to Operations; and at all such times, such term shall refer to any

other Affiliate of Operations which succeeds to the Partnership

Interests of IMC GPCo or Operations by means of the purchase, transfer,

assignment or other conveyance or succession of such Partnership

Interests in accordance with the terms of the Partnership Agreement.



     2.0  Other and/or Competing Businesses.  Each of FTX, FRP, Global

     and Operations agrees that neither it nor any of its Affiliates

     will, directly or indirectly, anywhere in the world, own, manage,

     operate, control or invest in any business that is engaged in the

     Phosphate Chemicals Business without first complying with the

     provisions of Section 2.08(b) of the Partnership Agreement, it

     being understood that (i) purchases and resales of phosphate

     chemicals in Canada by Affiliates of Operations in volumes not

     materially greater than the amounts indicated on Schedule 9.12 to

     the Partnership Agreement and (ii) the conduct of the business of

     the Rainbow Division of Operations, substantially as currently

     conducted shall not constitute a breach or violation of this

     Section 2.0.  If FRP desires to expand its existing operations (or

     pursue other business opportunities which are part of or related

     to the Phosphate Chemicals Business) in Sri Lanka or to pursue the

     opportunities described in the memorandum of understanding between

     FTX and Ercros, S.A. relating to FESA and ENFERSA, it shall first

     offer such opportunities to the Partnership in accordance with the

     provisions of Section 2.08(b) of the Partnership Agreement;

     provided that if the Partnership elects to pursue any of such

     opportunities, the Partnership shall reimburse FRP in an amount equal

     to the direct costs incurred by FRP in connection with developing

     such opportunity prior to the date of the Partnership's election

     to pursue such opportunity.  Notwithstanding the foregoing, any

     Person that acquires or succeeds to (or whose Affiliate acquires

     or succeeds to) any of the Partnership Interest in which

     Affiliates of FTX, FRP or Operations currently have an interest

     (or any Person that directly or indirectly has or acquires an

     interest in such Partnership Interest) shall not be subject to the

     provisions of this Section 2.0 with respect to any business

     conducted by such Person or its Affiliates that is conducted

     substantially as conducted on the date of such acquisition or

     succession.  Notwithstanding the foregoing, nothing contained in

     this Section 2.0 shall prevent FTX, FRP, Global, Operations or any

     of their respective Affiliates from (A) owning, directly or

     indirectly, an aggregate of less than five percent (5%) of the

     common stock of, or other ownership interest in, any Person

     engaged in the Phosphate Chemicals Business or (B) acquiring (by

     stock purchase, asset purchase, merger, consolidation or

     otherwise) any Person engaged in the Phosphate Chemicals Business

     so long as (I) the revenues derived by such Person from its

     Phosphate Chemicals Business represent (and can reasonably be

     expected to continue to represent) less than ten percent (10%) of

     the total revenues of such Person and (II) the Person acquiring

     such Person (the "Acquiring Person") either offers to sell such

     Person's Phosphate Chemicals Business to the

     Partnership at its fair market value or sells such Person's Phosphate

     Chemicals Business to an independent third Person, it being

     understood that, in the case of this clause (B), the Acquiring

     Person may continue to own and operate, directly or indirectly,

     such acquired Person's Phosphate Chemicals Business if it has

     offered to sell such Phosphate Chemicals Business to the

     Partnership in accordance with this sentence and (x) if any

     Affiliate of the FRP Partner is the Acquiring Person, two (2)

     Policy Committee Representatives or Alternates of the IMC Partner

     (or any combination thereof) fail, on behalf of the Partnership,

     to accept such offer within thirty (30) days of such offer to

     sell, or (y) if any Affiliate of IMC GPCo or Operations is the

     Acquiring Person, two (2) Policy Committee Representatives or

     Alternates of the FRP Partner (or any combination thereof) fail,

     on behalf of the Partnership to accept such offer within thirty

     (30) days of such offer to sell.  Each party acknowledges and

     agrees that the covenants contained in this Section 2.0 have been

     negotiated in good faith by the parties hereto, and are reasonable

     and are not more restrictive or broader than necessary to protect

     the interests of the parties hereto, and would not achieve their

     intended purpose if they were on different terms or for periods of

     time shorter than the periods of time provided herein or were

     applied in more restrictive geographical areas than are provided

     herein.  Each party further acknowledges and agrees that the

     business of the Partnership is highly competitive, that no party

     hereto would enter into this Agreement but for the covenants

     contained in this Section 2.0 and that such covenants are essential to

     protect the interests of the parties hereunder.  If any provision

     of this Section 2.0 is held to be unenforceable because of the

     scope or area of its applicability, the court making such

     determination shall have the power to modify such scope and area

     or either of them, and such provision shall then be applicable in

     such modified form.



     3.0  Interests in IMC GPCo, FRP GPCo and the FRP Partner;

          Appointment of CEOs.



          (a)  At any time that the IMC Partner (which for purposes of

     this Section 3.0 and Section 4.0 of this Agreement shall mean,

     during the IMC GPCo Liquidation Period, either of IMC GPCo or

     Operations) is a Special Purpose Partner, neither Global nor

     Operations shall, without the prior written consent of FRP, cause

     or permit such IMC Partner to issue to any Person other than

     Global or Operations or their respective Affiliates any capital

     stock or other equity interests other than its capital stock or

     other equity interests issued and outstanding on the date such IMC

     Partner became a Special Purpose Partner (which, in the case of

     IMC GPCo, shall be July 1, 1993); and Provided, in each case, that

     FRP's written consent shall not be unreasonably withheld, but the

     granting of such consent may be conditioned upon, among other

     things (I) such IMC Partner's compliance with the applicable

     provisions of this Section 3.0 with respect to the issuance of such

     capital stock and (ii) FRP's being satisfied, in its reasonable

     discretion, that the issuance of such capital stock is being

     undertaken in a transaction and under circumstances that will  not

     result in any material liability of such IMC Partner.



          (b)  (i) Without the prior written consent of Operations,

     neither FRP nor FTX shall cause or permit FRP GPCo, prior to the

     completion of the FRP GPCo/FCC/FTX Mergers, to issue to any party

     other than FTX or its Affiliates (other than FRP) any capital

     stock of FRP GPCo other than its capital stock issued and

     outstanding on July 1, 1993, and (ii) at any time that the FRP

     Partner is a Special Purpose Partner, neither FRP nor FTX shall,

     without the prior written consent of Operations, cause or permit

     the FRP Partner to issue to any Person other than FRP or FTX or

     their respective Affiliates any partnership interests or other

     equity interests in the FRP Partner other than the partnership

     interests or other equity interests issued and outstanding on the

     date such FRP Partner became a Special Purpose Partner (which in

     the case of Agrico, Limited Partnership, shall be July 1, 1993);

     provided, in each case, that Operations' written consent shall not

     be unreasonably withheld, but the granting of such consent may be

     conditioned upon, among other things (i) FRP GPCo's or the FRP

     Partner's, as the case may be, compliance with the applicable

     provisions of this Section 3.0 with respect to the issuance of

     such capital stock or partnership or other equity interests and

     (ii) Operations' being satisfied, in its reasonable discretion,

     that the issuance of such capital stock or partnership or other

     equity interests is being undertaken in a transaction and under

     circumstances that will not result in any material liability of

     FRP GPCo or the FRP Partner, as the case may be.



          (c)  Global and Operations will, and will cause their

     Affiliates to, use all commercially reasonable efforts to assure

     that the Chief Executive Officer from time to time of their

     Ultimate Parent is appointed to serve as the CEO of the IMC

     Partner.  FTX will, and will cause its Affiliates to, use all

     commercially reasonable efforts to assure that the Chief Executive

     Officer of its Ultimate Parent is appointed to serve as the CEO of

     FRP GPCo (until completion of the FRP GPCo/FCC/FTX Mergers) and

     any future general partner (or controlling stockholder) of the FRP

     Partner other than FTX.  Such efforts will in each case include

     without limitation voting, and causing its Affiliates to vote, all

     capital stock of IMC GPCo and/or Operations or of FRP GPCo or such

     other future general partner (or controlling stockholder) of the

     FRP Partner other than FTX, as the case may be, in favor of such

     appointment.



          (d)  Except in compliance with this Section 3.0(d):



                    (i)  at any time that the IMC Partner is a Special

          Purpose Partner, neither Global nor Operations shall sell,

          transfer or otherwise dispose of any capital stock of or

          other equity interest in such IMC Partner to any Person other

          than an Affiliate of Operations or Global, as the case may

          be;



                    (ii)  prior to the completion of the FRP

          GPCo/FCC/FTX Mergers, FTX shall not sell, transfer or

          otherwise dispose of any capital stock of FRP GPCo to any

          Person other than an Affiliate of FTX (other than FRP); and



                    (iii)  at any time that the FRP Partner is a

          Special Purpose Partner, neither FTX nor FRP shall sell,

          transfer or otherwise dispose of any partnership interest or

          other equity interest in the FRP Partner to any Person other

          than an Affiliate of FRP or FTX, as the case may be.



     If (with respect to actions relating to (i) the capital stock of

     or other equity interests in the IMC Partner, at any time that

     such IMC Partner is a Special Purpose Partner, (ii) the capital

     stock of or other equity interests in FRP GPCo, prior to the

     completion of the FRP GPCo/FCC/FTX Mergers, (iii) the partnership

     interest or other equity interests in the FRP Partner, at any time

     that the FRP Partner is a Special Purpose Partner, Global,

     Operations, such IMC Partner, FRP, FRP GPCo, the FRP Partner or

     FTX or any of their respective Affiliates (in any case, the

     "Soliciting Person") desires to sell or otherwise dispose of to

     any third party (other than an Affiliate of such Soliciting

     Person), or to solicit bids from any third party (other than an

     Affiliate of such Soliciting Person) to purchase or otherwise

     acquire, directly or indirectly, all or any portion of the capital

     stock of or other equity interests in such IMC Partner or FRP

     GPCo, or any partnership interest or other equity interests in the

     FRP Partner, or to issue (other than to an Affiliate of such

     Soliciting Person) any capital stock of or other equity interests

     in such IMC Partner or FRP GPCo or any partnership interest or

     other equity interests in the FRP Partner (the "Subject

     Interest"), such Soliciting Person shall (i) if the Soliciting

     Person is Global, Operations, such IMC Partner or their

     Affiliates, notify FRP in writing of its desire to sell (or the

     desire of such IMC Partner to issue) such Subject Interest or (ii)

     if the Soliciting Person is FTX, FRP, FRP GPCo, the FRP Partner or

     their Affiliates, notify Operations in writing of its desire to

     sell (or the desire of the FRP Partner or FRP GPCo to issue) such

     Subject Interest.  The notice referred to in the preceding

     sentence is hereinafter referred to as the "Notice of Intent to

     Transfer", and the Person receiving the Notice of Intent to

     Transfer is hereinafter referred to as the "Notified Person".  For

     a period (the "No-Shop Interval") of thirty (30) days following

     the date it gives Notice of Intent to Transfer, and during the

     duration of any Negotiation Interval (as defined below), neither

     the Soliciting Person nor any of its Affiliates, officers,

     directors, employees, representatives or agents will, without the

     prior written consent of the Notified Person, commence or continue

     any discussions, negotiations or exchanges of information with any

     Person other than the Notified Person with respect to the issuance

     or sale of the Subject Interest.  During the No-Shop Interval,

     both the Soliciting Person and the Notified Person shall co-

     operate with each other by exchanging all due diligence materials

     they deem to be reasonably necessary to determine the price and

     terms of any potential offer.  If the Notified Person makes a bona

     fide offer to purchase the Subject Interest prior to the end of

     the No-Shop Interval, then the Soliciting Person and the Notified

     Person shall negotiate in good faith for the purchase and sale of

     the Subject Interest and the No-Shop Interval shall be extended for

     fifteen (15) days (the "Negotiation Interval"); provided that a

     decision to accept or reject shall be in the sole discretion of

     the Soliciting Person.  If the Notified Person fails to make a

     bona fide offer to purchase the Subject Interest (the making or

     failure to make such offer being in its sole discretion) prior to

     the expiration of the No-Shop Interval, or if the Soliciting

     Person and the Notified Person fail to execute a letter of intent

     relating to the purchase and sale of the Subject Interest or

     terminate negotiations prior to the expiration of the Negotiation

     Interval, then the Soliciting Person may, but shall not be

     obligated to, immediately commence discussions, negotiations or

     exchanges of information with, and/or issue or sell its Subject

     Interest to, any third party; provided that if the Notified Person

     made a bona fide offer during the No-Shop Interval, the Soliciting

     Person shall not so issue or sell the Subject Interest to a third

     party unless (i) definitive, binding agreements relating to such

     issuance or sale are executed within two hundred twenty (220) days

     of the expiration of the Negotiation Interval, (ii) the cash value

     of the consideration received in connection with such sale is at

     least equal to 95% of the cash value of such offer made by the

     Notified Person and (iii) the transferee (and, where appropriate

     to create the same protections as existed prior to such transfer,

     the ultimate parent entity and the direct parent of such transferee) of

     such Subject Interest agrees in writing to be bound by the terms

     of this Agreement as if it had originally been a party hereto.

     The cash value of such issuance or sale and the cash value of such

     offer by the Notified Person, respectively, shall be determined by

     agreement between the Soliciting Person and the Notified Person

     (i) in the case of the cash value of such issuance or sale, within

     ten (10) days following the execution of definitive, binding

     agreements by the parties relating thereto and (ii) in the case of

     the cash value of such offer by the Notified Person, within ten

     (10) days following the earliest to occur of (A) the termination

     of negotiations between the Soliciting Person and the Notified

     Person and (B) the expiration of the Negotiation Interval,

     provided that if such agreement is not reached during either of

     such ten (10) day periods, then, in either such case, such cash

     value shall be determined by means of the Appraisal Procedure,

     with the expense thereof to be paid fifty percent (50%) by the

     Soliciting Person and fifty percent (50%) by the Notified Person

     and with the determination made thereby being final, unappealable,

     binding on both the Soliciting Person and the Notified Person and

     enforceable in a court of law or equity.  After the expiration of

     such two hundred twenty (220) day period, such Subject Interest

     shall again be subject to the terms of this Section 3.0.  The

     failure of either the Soliciting Person or the

     Notified Person to exercise its rights under this Section 3.0 shall not

     be deemed to be a waiver of its respective rights under this

     Section 3.0 with respect to subsequent Subject Interests.



          (e)  The restrictions contained in this Section 3.0 shall not

     apply to bona fide pledges or other transfers as security, which

     shall be subject to Section 4.0 below.



          (f)  Notwithstanding any other provision of this Agreement,

     no transfer described in this Section 3.0 (whether to an Affiliate

     of the transferor or otherwise)  may be made unless (i) such

     transfer is pursuant to a written agreement pursuant to which the

     transferee (and, where appropriate to create the same protections

     as existed prior to such transfer, the ultimate parent entity and

     the direct parent of such transferee) agrees to be bound by all of

     the terms of this Agreement as if it were originally a party

     hereto, and (ii) such transfer does not cause a termination of the

     Partnership for Federal income tax purposes.



     4.0  Liens.  None of Operations, Global, FRP or FTX may (i) with

respect to interests in the capital stock of or other equity interest

in the IMC Partner, at any time that such IMC Partner is a Special

Purpose Partner, (ii) with respect to interests in the capital stock of

or other equity interests in FRP GPCo, prior to the completion of the

FRP GPCo/FCC/FTX Mergers), and (iii) with respect to partnership

interests or other equity interests in the FRP Partner, at any time

that the FRP Partner is a Special Purpose Partner, except with the

consent of the others (which consent may be granted or withheld in such

Person's sole discretion), create or permit to exist, directly or

indirectly, any Lien on its partnership interest or other equity

interests in the FRP Partner or any portion thereof, or in its capital

stock of or other equity interests in such IMC Partner or FRP GPCo or

any portion thereof (except (i) Liens for current taxes not delinquent

or taxes being contested in good faith and by appropriate proceedings,

(ii) Liens arising in the ordinary course of business for sums not due

or sums being contested in good faith and by appropriate proceedings

and (iii) Liens pursuant to bona fide credit arrangements provided that

a Person providing credit pursuant to such arrangements shall

acknowledge that, if such Person acquires ownership of any such

interest or capital stock, such interest or capital stock shall

nevertheless be subject to all of the terms hereof).  Any attempt by

any of Global, Operations, FRP or FTX so to create or permit to exist,

directly or indirectly, any Lien (other than the excepted Liens

described in this Section 4.0 above) on its partnership interest or

other equity interests in the FRP Partner or any portion thereof or in

its capital stock of or other equity interests in such IMC Partner or

FRP GPCo, or any portion thereof shall be null, void ab initio and of

no force and effect.  Notwithstanding anything to the contrary

contained herein, if any Person obtains a Lien on a partnership

interest or other equity interests in the FRP Partner or the capital

stock of or other equity interests in such IMC Partner or FRP GPCo

during a period during which such a Lien could not be granted to such

Person in accordance with the terms of this Section 4.0 and forecloses

on such Lien, any sale or other disposition to any Person other than

the holder of such Lien in conjunction with or following such

foreclosure of the partnership interest or other equity interests in

the FRP Partner or the capital stock of or other equity interests in

such IMC Partner or FRP GPCo upon which such Person foreclosed shall be

subject to the terms of Section 3.0 hereof (including, without

limitation, that the Person shall have the obligations of FTX, FRP,

Global and Operations under such Section 3.0 and such Person shall

perform such obligations in the context of a transfer to any other

Person in conjunction with or following a foreclosure as if such was a

transfer to which Section 3.0 applied).



     5.0  Standstill With Respect to Operations and Global.  Until the

date that is five years following the earlier of (a) the date the

Partnership ceases to exist or (b) the earliest date upon which neither

FRP nor any of its Affiliates is a Partner, none of FRP, FTX, any

successor to FTX as Administrative Managing General Partner of FRP, the

chief executive officer of FTX as of July 1, 1993 nor any Person

controlled by any of them shall, directly or indirectly, without the

prior written consent of Operations and Global, (i) acquire, or offer

or agree to acquire, any shares of common stock of Operations or

Global, or securities convertible or exchangeable into, or rights to

acquire, such common stock (collectively, the "IMC Common Shares")

(provided that this clause (i) shall not restrict the chief executive

officer of FTX as of July 1, 1993, or any benefit or similar plan (with

respect to assets that are under independent management) that is

maintained for employees of FRP, of FTX or any successor to FTX as the

Administrative Managing General Partner of FRP or of any Person

controlled by either of them from acquiring up to 2% of the outstanding

common stock of either of Operations or Global solely for investment),

(ii) solicit proxies or consents with respect to the common stock of

Operations or Global, become a participant in any election contest

relating to the election of directors of Operations or Global or

initiate, propose or otherwise solicit holders of the common stock of

Operations or Global with respect to any proposal, (iii) form, join or

participate in a group within the meaning of Section 13(d)(3) of the

Securities Exchange Act of 1934, as amended, with respect to the common

stock of Operations or Global, (iv) arrange or participate in the

arranging of financing for the purchase of shares of the common stock

of Operations or Global, (v) propose, disclose any intent to propose or

contact any officers, employees, directors, stockholders or agents of

Operations or Global or any other Person or entity with respect to any

acquisition of shares of the common stock of Operations or Global or

acquisition, business combination, recapitalization or similar

transaction with respect to Operations or Global or their respective

Affiliates or any material amount of their assets, or request any

waiver, amendment or termination of the provisions of this Section 5.0

or (vi) attempt in any way to control Operations or Global; provided

that, notwithstanding clauses (i) through (vi) of this Section 5.0,

FRP, FTX, any successor to FTX as the Administrative Managing General

Partner of FRP or representatives of any either of them may make any

proposals or communications to Operations or Global or their respective

senior officers or to representatives of Operations or Global which do

not require public disclosure to be made.



     6.0  Standstill With Respect to FRP and FTX.  Until the date that

is five years following the earlier of (a) the date the Partnership

ceases to exist or (b) the earliest date upon which neither Operations

nor any of its Affiliates is a Partner, none of Operations, Global nor

their respective chief executive officers as of July 1, 1993 nor any

Person controlled by either of them shall, directly or indirectly,

without the prior written consent of the Administrative Managing

General Partner of FRP, (i) (A) acquire, or offer or agree to acquire,

any partnership interests or depositary units representing partnership

interests of FRP, or securities convertible or exchangeable into, or

rights to acquire, such partnership interests or depositary units

representing partnership interests (collectively, the "Partnership

Units") or (B) acquire, or offer or agree to acquire, any shares of

common stock of FTX, or securities convertible or exchangeable into, or

rights to acquire, such common stock (collectively, the "FTX Common

Shares") (provided that this clause (i) shall not restrict the chief

executive officer of Global or Operations as of July 1, 1993, or any

benefit or similar plan (with respect to assets that are under

independent management) that is maintained for employees of Operations

or of Global or of any Person controlled by either of them from

acquiring up to 2% of either of the outstanding Partnership Units or

FTX Common Shares solely for investment), (ii) solicit proxies or

consents with respect to the Partnership Units or the FTX Common

Shares, become a participant in any election contest relating to the

removal or election of a general partner of FRP or the election of

directors of FTX or initiate, propose or otherwise solicit holders of

the Partnership Units or the FTX Common Shares with respect to any

proposal, (iii) form, join or participate in a group within the meaning

of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended,

with respect to the Partnership Units or the FTX Common Shares, (iv)

arrange or participate in the arranging of financing for the purchase

of Partnership Units or FTX Common Shares, (v) propose, disclose any

intent to propose or contact any officers, employees, directors,

stockholders or agents of FRP or FTX or any other Person or entity with

respect to any acquisition of Partnership Units or FTX Common Shares or

acquisition, business combination, recapitalization or similar

transaction with respect to FRP or FTX or their respective Affiliates

or any material amount of their respective assets, or request any

waiver, amendment or termination of this Section 6.0 or (vi) attempt in

any way to control FRP or FTX; provided that, notwithstanding clauses

(i) through (vi) of this Section 6.0, Operations, Global or

representatives of either of them may make any proposals or

communications to FRP or FTX or the Administrative Managing General

Partner of FRP or their respective senior officers or to

representatives of FRP or FTX or the Administrative Managing General

Partner of FRP which do not require public disclosure to be made.



     7.0  Access.  On and after the Closing Date, Operations and FRP

will give each other and their respective agents reasonable access to

its and its Affiliates' properties, books, records, employees and

auditors to the extent necessary to permit Operations or FRP, as the

case may be, to determine any matter relating to its rights and

obligations under the Contribution Agreement or to any period ending on

or before the Closing Date; provided that any such access by Operations

or FRP shall not unreasonably interfere with the conduct of the

business of the Person granting such access.  The Person granted such

access will hold, and will use all commercially reasonable efforts to

cause its respective officers, directors, partners, employees,

accountants, counsel, consultants, advisors and agents to hold, in

confidence, unless compelled to disclose by judicial or administrative

process or by other requirements of law, all confidential documents and

information concerning the Person granting such access or its

Contributed Business provided to it pursuant to this Section 7.0.



     8.0  Release of Guaranties.  As promptly as practical after the

Closing Date, each of Operations and FRP shall use all commercially

reasonable efforts to cause the Partnership to have each of Operations

and FRP and their respective Affiliates released from its financial

obligations under any letters of credit, surety bonds or guaranties

outstanding as of July 1, 1993 pursuant to which Operations or FRP, as

the case may be, has guaranteed the obligations of its Contributed

Business to third parties.



     9.0  Tax Information and Other Reports.



          (a)  Each of Operations and FRP shall provide to the

     Partnership such information, if any, as may be required by the

     Partnership for purposes of preparing all necessary federal, state

     and local Partnership income tax returns and information returns.



          (b)  Operations and FRP shall cause the Managing Partner to

     provide to each of the shareholders of the Managing Partner (A)

     unaudited financial statements of the Managing Partner within 30

     days after the end of each of the first three quarters of its

     fiscal year, and (B) audited financial statements, including

     notes, of the Managing Partner within 90 days after the end of its

     fiscal year.



     10.0  Certain Actions.



     (a)  The parties hereto shall not take any action with respect to

(i) the Initial IMC GPCo Liquidating Distribution, (ii) the Final IMC

GPCo Liquidating Distribution, (iii) the FRP GPCo/FCC/FTX Mergers, (iv)

the optional merger, liquidation or dissolution of the FRP Partner (or

the transfer of its Partnership Interests) contemplated by the

Amendment, Waiver and Consent Agreement or (v) any related transactions

in violation of the provisions of this Agreement, the Partnership

Agreement, the Amendment, Waiver and Consent Agreement or the IMC GPCo

Plan of Liquidation (in each case, taking into account the consent,

waiver and other provisions of the Amendment Waiver and Consent

Agreement).

     (b)  As a condition to the effectiveness of the transactions

described in Section 10.0(a) of this Agreement, each Partner hereby

agrees to bear, and assume liability for, any expense, cost or loss

(including any increase in taxes, other than any increase in income

taxes which arises solely from the timing of the reporting of income,

deductions and credits attributable to the normal business activities

of the Partnership) suffered by the Partnership, any other Partner or

any of their Related Persons arising from violation of Section 10.0(a)

of this Agreement.

     11.0  Assignment.  This Agreement shall be binding upon and inure

to the benefit of the parties hereto and their respective successors

and assigns.  Except as set forth below:



          (i)  Each of Operations and Global shall be relieved of all

          obligations under this Agreement on and after the date that

          such Person and its Affiliates cease to own a direct or

          indirect interest in the Partnership or (prior to the

          completion of the Final IMC GPCo Liquidating Distribution)

          IMC GPCo; and



          (ii) FRP and FTX shall be relieved of all obligations under

          this Agreement on and after the date that such Person and its

          Affiliates cease to own a direct or indirect interest in the

          FRP Partner or the Partnership;



provided, that (x) the provisions of Sections 2.0, 7.0 and 9.0 shall

continue to apply to each such Person for a period of two years after

it ceases to own such an interest, (y) the provisions of Sections 5.0

and 6.0 shall continue to apply for the periods set forth therein and

(z) the provisions of Sections 14.0, 15.0, 16.0 and 22.0 shall continue

to apply.



     12.0  Notices.  All communications, notices and consents provided

for herein shall be in writing and be given in person (or air freight

delivery) or by means of telecopy (with request for assurance of

receipt in a manner typical with respect to communications of that

type) or by mail, and shall become effective (x) on delivery if given

in person or by air freight delivery, (y) on the date of transmission

if sent by telecopy or (z) three business days after being deposited in

the mails, with proper postage for first-class registered or certified

air mail prepaid.  Notices shall be addressed as follows:



     (i)   if to Operations at:

           2100 Sanders Road
           Northbrook, Illinois  60062
           Facsimile:  708-205-4805
           Attention:  Corporate Secretary
          
     (ii)  If to IMC GPCo at:

           2100 Sanders Road
           Northbrook, Illinois  60062
           Facsimile:  708-205-4805
           Attention:  Corporate Secretary
           
     (iii) if to the Partnership at:

           2100 Sanders Road
           Northbrook, Illinois  60062
           Facsimile:  708-205-4805
           Attention:  Corporate Secretary
     

     (iv)  if to FRP at:

           1615 Poydras Street
           New Orleasn, Louisiana  70112
           Facsimile:  504-585-3513
           Attention:  General Counsel
           
     (v)   if to Global at:

           2100 Sanders Road
           Northbrook, Illinois  60062
           Facsimile:  708-205-4805
           Attention:  Corporate Secretary
     

and (vi)   if to FTX at:

           1615 Poydras Street
           New Orleasn, Louisiana  70112
           Facsimile:  504-585-3513
           Attention:  General Counsel
           
or at such other address as any party hereto may from time to time

designate by notice duly given in accordance with the provisions of

this Section to the other parties hereto.



     13.0  Governing Law.  This Agreement shall be governed by and

construed in accordance with the laws of the State of Delaware without

regard to the conflicts of law rules of such state.



     14.0  Choice of Forum.  All suits, actions or proceedings arising

out of or relating to this Agreement shall be brought in a state or

federal court located in the State of Delaware, which courts shall be

an appropriate forum for all such suits, actions or proceedings.  Each

party hereby waives any objection which it may now or hereafter have to

the laying of venue in any such court of any such suit, action or

proceeding.



     15.0  Consent to Jurisdiction.  Each party hereby irrevocably

submits to the jurisdiction of any state or federal court located in

the State of Delaware in any such suit, action or proceeding referred

to in Section 14.0 above.  Operations hereby designates and appoints

The Corporation Trust Company, with an office on the date hereof at

1209 Orange Street, Wilmington, Delaware 19801, or any successor

thereof, as its authorized agent to accept and acknowledge on its

behalf service of any and all process which may be served in any such

suit, action or proceeding in any state or federal court in the State

of Delaware and agrees that service of process upon The Corporation

Trust Company, or any successor thereof, shall be deemed in every

respect effective service of process upon Operations in any such suit,

action or proceeding.  FRP hereby designates and appoints The

Corporation Trust Company, with an office on the date hereof at 1209

Orange Street, Wilmington, Delaware 19801, or any successor thereof, as

its authorized agent to accept and acknowledge on its behalf service of

any and all process which may be served in any such suit, action or

proceeding in any state or federal court in the State of Delaware and

agrees that service of process upon The Corporation Trust Company, or

any successor thereof, shall be deemed in every respect effective

service of process upon FRP in any such suit, action or proceeding.

The Partnership hereby designates and appoints The Corporation Trust

Company, with an office on the date hereof at 1209 Orange Street,

Wilmington, Delaware 19801, or any successor thereof, as its authorized

agent to accept and acknowledge on its behalf service of any and all

process which may be served in any such suit, action or proceeding in

any state or federal court in the State of Delaware and agrees that

service of process upon The Corporation Trust Company, or any successor

thereof, shall be deemed in every respect effective service of process

upon the Partnership in any such suit, action or proceeding.  FTX

hereby designates and appoints The Corporation Trust Company, with an

office on the date hereof at 1209 Orange Street, Wilmington, Delaware

19801, or any successor thereof, as its authorized agent to accept and

acknowledge on its behalf service of any and all process which may be

served in any such suit, action or proceeding in any state or federal

court in the State of Delaware and agrees that service of process upon

The Corporation Trust Company, or any successor thereof, shall be

deemed in every respect effective service of process upon FTX in any

such suit, action or proceeding.  Global hereby designates and appoints

The Corporation Trust Company, with an office on the date hereof at

1209 Orange Street, Wilmington, Delaware 19801, or any successor

thereof, as its authorized agent to accept and acknowledge on its

behalf service of any and all process which may be served in any such

suit, action or proceeding in any state or federal court in the State

of Delaware and agrees that service of process upon The Corporation

Trust Company, or any successor thereof, shall be deemed in every

respect effective service of process upon Global in any such suit,

action or proceeding.  Said designation and appointment by each of

Global, Operations, FTX, FRP and the Partnership shall be irrevocable

during the term of this Agreement, and each party shall pay all costs

and expenses of its respective designation and appointment as and when

due and payable.



     16.0  Waiver of Jury Trial.  EACH OF GLOBAL, OPERATIONS, FTX, FRP

AND THE PARTNERSHIP HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY

SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT

AND AGREES THAT ANY SUCH SUIT, ACTION OR PROCEEDING SHALL BE TRIED

BEFORE A COURT AND NOT BEFORE A JURY.



     17.0  Entire Agreement; Amendments.  This Agreement (including the

exhibits hereto) together with the other Transaction Agreements

(including any exhibits or schedules thereto) and the Amendment, Waiver

and Consent Agreement embody the entire agreement and understanding

between the parties with respect to the subject matter hereof and

thereof, and supersede any agreements, representations, warranties or

understandings, oral or written, between the parties with respect to

the subject matter of this Agreement, the other Transaction Agreements

entered into prior to the date hereof and the Amendment, Waiver and

Consent Agreement.  This Agreement may be amended or modified only by

an instrument in writing executed by all of the parties hereto.



     18.0  Execution in Counterparts.  This Agreement may be signed in

counterparts.  Any single counterpart or set of counterparts signed, in

either case, by all the parties hereto shall constitute a full and

original agreement for all purposes.



     19.0  Remedies and Waiver.  No failure or delay in exercising any

right hereunder shall operate as a waiver of or impair any such right.

No single or partial exercise of any such right shall preclude any

other or further exercise thereof or the exercise of any other right.

Any waiver must be given in writing to be effective, and no waiver

shall be deemed a waiver of any other right.



     20.0  Headings.  The headings of Articles and Sections have been

included herein for convenience only and shall not constitute a part of

this Agreement for any other purpose.



     21.0  Third Party Beneficiaries.  This Agreement is solely for the

benefit of the parties hereto and their respective Affiliates, and no

provision of this Agreement shall be deemed to confer upon third

parties, other than such respective Affiliates, any remedy, claim,

liability, reimbursement, claim of action or other right in excess of

those existing without reference to this Agreement.



     22.0  Further Assurances.  Each of Operations and FRP agrees to,

and to cause IMC GPCo and the FRP Partner, respectively, to, execute

and deliver such other documents, certificates, agreements and other

writings and to take such other actions as may be necessary or

desirable in order to consummate or implement expeditiously the

transactions contemplated by the Transaction Agreements and to vest in

the Partnership good title to the Assets, subject only to Permitted

Liens.



     23.0  Public Announcements.  Except as may be required by

applicable law or any listing agreement with any national securities

exchange, none of Global, Operations, FTX or FRP nor any Affiliate of

any thereof will issue any press release or make any public statement

with respect to the business of the Partnership or its financial

performance or condition without the prior written consent of the other

parties unless either (i) a draft of the proposed press release has

been provided to each party hereto at least twenty-four (24) hours

prior to its proposed release in order to permit such party to comment

thereon or (ii) such press release or other public statement contains

factual information (or discussion or analysis of or comment based upon

such factual information) previously provided to such Person by the

Managing Partner; provided that none of Global, Operations, FTX or FRP

nor any of their Affiliates will present projections or forward-looking

information that is attributed to any of the other parties hereto, the

Partners, or any of their Affiliates without the prior written consent

of the parties hereto and the Partners.



     24.0  Partnership Agreement.  Each of Operations and FRP agrees to

be bound by Sections 5.07(d) and 9.03 of the Partnership Agreement.

                        *  *  *  *  *

     IN WITNESS WHEREOF, the parties have signed this Agreement on the
date first written above.

                         IMC GLOBAL OPERATIONS INC. (formerly IMC
                         Fertilizer, Inc.)


                         By:  PETER HONG
                              --------------------------------
                         Name Printed:  Peter Hong
                         Title:         Vice President


                         FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED
                         PARTNERSHIP

                             By:  Freeport McMoRan Inc., its
                                  general partner

                                                  By:
                                  -------------------------------
                                          Name Printed:
                                            ---------------------
                                                 Title:
                                     ----------------------------


                         IMC-AGRICO COMPANY

                             By:  IMC-AGRICO MP, INC., its
                                  general partner

                                  By:  ROBERT C. BRAUNEKER
                                       --------------------------
                                  Name Printed:  Robert C. Brauneker
                                  Title:         Vice President

                             By:  IMC-AGRICO GP, COMPANY, its
                                  general partner

                                  By:  ROBERT C. BRAUNEKER
                                       --------------------------
                                  Name Printed:  Robert C. Brauneker
                                  Title:         Vice President
     IN WITNESS WHEREOF, the parties have signed this Agreement on the
date first written above.
                         IMC GLOBAL OPERATIONS INC. (formerly IMC
                         Fertilizer, Inc.)

                         By:
                              --------------------------------
                         Name Printed:
                                        ----------------------
                         Title:
                                        ----------------------

                         FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED
                         PARTNERSHIP

                             By:  Freeport McMoRan Inc., its
                                  general partner


                               By:  CHARLES W. GOODYEAR
                                  -------------------------------
                             Name Printed:  Charles w. Goodyear
                             Title:         Senior Vice President

                         IMC-AGRICO COMPANY

                             By:  IMC-AGRICO MP, INC., its
                                  general partner


                                                  By:
                                       --------------------------
                                        Name Printed:
                                                 ----------------
                                        Title:
                                          -----------------------


                             By:  IMC-AGRICO GP, COMPANY, its
                                  general partner


                                                  By:
                                       --------------------------
                                          Name Printed:
                                                 ----------------
                                               Title:
                                          -----------------------
                             By:  AGRICO, LIMITED PARTNERSHIP,
                                  its general partner

                                  By:  Agrico, Inc., its general
                                       partner

                                     By:  CHARLES W. GOODYEAR
                                          ---------------------
                                     Name Printed:  Charles W. Goodyear
                                     Title:         Vice President


                         FREEPORT-McMoRan INC.



                               By:  CHARLES W. GOODYEAR
                                  -------------------------------
                             Name Printed:  Charles W. Goodyear
                             Title:         Senior Vice President



                         IMC GLOBAL INC. (formerly IMC Fertilizer
                         Group, Inc.) (solely for the purposes of
                         Sections 2.0, 3.0(a), (c), (d), (e) and (f),
                         4.0 and 6.0)



                                                  By:
                                  -------------------------------
                                          Name Printed:
                                            ---------------------
                                                 Title:
                                     ----------------------------
                             By:  AGRICO, LIMITED PARTNERSHIP,
                                  its general partner

                                  By:  Agrico, Inc., its general
                                       partner

                                                  By:
                                          ---------------------
                                        Name Printed:
                                        Title:


                         FREEPORT-McMoRan INC.



                                                  By:
                                  -------------------------------
                                        Name Printed:
                                            ---------------------
                                        Title:
                                     ----------------------------



                         IMC GLOBAL INC. (formerly IMC Fertilizer
                         Group, Inc.) (solely for the purposes of
                         Sections 2.0, 3.0(a), (c), (d), (e) and (f),
                         4.0 and 6.0)



                                        By:  PETER HONG
                                  -------------------------------
                              Name Printed:  Peter Hong
                                            ---------------------
                             Title:         Vice President
                                     ----------------------------

EX-10.31

                                                                  EXHIBIT 10.31
                                                                 EXECUTION COPY

                     AMENDMENT, WAIVER AND CONSENT

     AMENDMENT, WAIVER, AND CONSENT (this "Agreement") dated as of May
26, 1995 among IMC Global Inc., a Delaware corporation ("Global"), IMC
Global Operations Inc., a Delaware corporation ("Operations"), IMC-
Agrico GP Company, a Delaware corporation ("IMC GPCo"), IMC-Agrico MP,
Inc., a Delaware corporation ("MPCo"), IMC-Agrico Company, a Delaware
general partnership ("IMC-Agrico"), Freeport-McMoRan Inc., a Delaware
corporation ("FTX"), Freeport-McMoRan Resource Partners Limited
Partnership, a Delaware limited partnership ("FRP"), and Agrico,
Limited Partnership, a Delaware limited partnership ("Agrico LP").
Capitalized terms used in this Agreement, and not otherwise defined
herein, shall have the meaning given to such terms in the Schedule of
Definitions constituting Exhibit A to the Amended and Restated
Partnership Agreement dated as of July 1, 1993, and further amended and
restated as of May 26, 1995 among IMC GPCo, Agrico LP and MPCo.

                         W I T N E S S E T H:

     WHEREAS, certain of the parties hereto have entered into, among
others, an Amended and Restated Partnership Agreement (the "Partnership
Agreement") dated as of July 1, 1993 among IMC GPCo, Agrico LP and MPCo
and a Parent Agreement (the "Parent Agreement") dated as of July 1,
1993 among Operations (formerly IMC Fertilizer, Inc.), FRP, IMC-Agrico,
FTX and Global (formerly IMC Fertilizer Group, Inc.) with respect to
the formation of IMC-Agrico and to certain matters related thereto;

     WHEREAS, Operations owns 500 shares of the Common Stock of
IMC GPCo and MPCo owns 100 shares of the preferred stock of IMC GPCo,
which shares constitute all of the issued and outstanding shares of
capital stock of IMC GPCo;

     WHEREAS, Operations, IMC GPCo and MPCo wish to accomplish (i) the
voluntary complete liquidation and dissolution of IMC GPCo, in
accordance with the General Corporation Law of the State of Delaware
("Delaware Law"), (ii) the admission of Operations as a Partner in the
Partnership in accordance with the terms of the Partnership Agreement,
(iii) the assumption by Operations (a) as of the date hereof, of 80% of
all obligations of IMC GPCo incurred by IMC GPCo (x) as a General
Partner of Partnership and (y) pursuant to the terms of the Partnership
Agreement and (b) upon the completion of such liquidation and
dissolution, of all remaining obligations of IMC GPCo, (iv) the
transfer to Operations of the assets, properties, rights and interests
of IMC GPCo, including, but not limited to, its Current Interest and
Capital Interest (both as defined in the Partnership Agreement) in IMC-
Agrico, and its 50% common stock interest in MPCo, after all debts,
obligations and liabilities of IMC GPCo are satisfied and (v) the
repurchase by IMC GPCo of the preferred stock of IMC GPCo owned by MPCo
at its liquidation value;


     WHEREAS, Operations and IMC GPCo wish to accomplish the above
described voluntary complete liquidation and dissolution of IMC GPCo in
two phases, as provided in this Agreement and the IMC GPCo Plan of
Liquidation (defined below);

     WHEREAS, the parties hereto wish to approve and consent to the
above described voluntary complete liquidation and dissolution of IMC
GPCo as further described in the Agreement and Plan of Complete
Liquidation and Dissolution (the "IMC GPCo Plan of Liquidation")
attached hereto as Exhibit A and to amend or waive certain provisions
of the Partnership Agreement and Parent Agreement, as necessary, to
accomplish and reflect the transactions described in, or related to,
the IMC GPCo Plan of Liquidation;

     WHEREAS, FTX and FRP wish to accomplish (i) the liquidation of
Agrico, Inc., a Delaware corporation ("FRP GPCo") and owner of a 0.2%
general partnership interest in Agrico LP, or the merger of FRP GPCo
with and into Freeport Chemical Company, a Delaware corporation
("FCC"), and the liquidation of FCC or the merger of FCC with and into
FTX (the "FRP GPCo/FCC/FTX Mergers") and (ii) the repurchase by FRP
GPCo of the preferred stock of FRP GPCo owned by MPCo at its
liquidation value;

     WHEREAS, the FRP GPCo/FCC/FTX Mergers are to be accomplished as
promptly as reasonably practicable pursuant to a certificate of
ownership and merger and board resolutions adopted by FRP GPCo, FCC and
FTX in the forms attached hereto as Exhibit B (the "FRP GPCo/FCC/FTX
Merger Documents"), with the result that, thereafter, FTX (i) shall be
the owner of such 0.2% general partnership interest in Agrico LP and
(ii) shall have assumed as of the date of the completion of such
mergers, all obligations of FRP GPCo and FCC;

     WHEREAS, the parties hereto wish to approve and consent to the
FRP GPCo/FCC/FTX Mergers and to amend or waive certain provisions of
the Partnership Agreement and Parent Agreement, as necessary, to
accomplish and reflect the FRP GPCo/FCC/FTX Mergers;

     WHEREAS, FTX and FRP wish to have the option of merging or
voluntarily liquidating or dissolving Agrico LP (or transferring the
Partnership Interests of Agrico LP to FRP or an Affiliate of FRP), in
accordance with Delaware Law, at some time in the future as provided in
this Agreement and thereupon transferring the obligations, assets,
properties, rights and interests of Agrico LP to FRP or to an Affiliate
of FRP and admitting FRP or such Affiliate of FRP as a Partner in the
Partnership; and

     WHEREAS, the parties hereto wish to approve and consent to the
above described merger, liquidation or dissolution of Agrico LP (or
transfer of its Partnership Interests), when and if it occurs.

     NOW, THEREFORE, the parties hereto hereby agree as follows:

     SECTION 1.  Amendments to Partnership and Parent Agreements.
        a.  Effective as of the date hereof, the Partnership Agreement
     shall be amended and restated in its entirety in the form attached
     hereto as Exhibit C.
        
        b.Effective as of the date hereof, the Parent Agreement shall
     be amended and restated in its entirety in the form attached
     hereto as Exhibit D.

     SECTION 2.  Waiver.  a.  Only with respect to (i) the transactions
described in, or contemplated by, the IMC GPCo Plan of Liquidation,
(ii) the FRP GPCo/FCC/FTX Mergers in accordance with the terms of the
FRP GPCo/FCC/FTX Merger Documents and (iii) the potential merger,
liquidation or dissolution of Agrico LP (or the transfer by Agrico LP
of its Partnership Interests to FRP or an Affiliate of FRP)
contemplated by Section 3c of this Agreement, the parties hereto hereby
waive the operation and effect of:
        A.  Section 3.0 of the Parent Agreement, as amended and
     restated as of May 26, 1995;
        
        B.  with respect to the transactions described in or
     contemplated by the IMC GPCo Plan of Liquidation, Sections 7.01,
     7.02 and 7.05 of the Partnership Agreement, as amended and
     restated as of May 26, 1995;
        
        C.  any other provisions or terms of the Transaction
     Agreements (as defined in the Partnership Agreement), as amended
     and restated as of May 26, 1995, inconsistent with (i) the IMC
     GPCo Plan of Liquidation, (ii) the FRP GPCo/FCC/FTX Mergers, (iii)
     the merger, liquidation or dissolution of Agrico LP (or the
     transfer of its Partnership Interests to FRP or an Affiliate of
     FRP) contemplated by Section 3c of this Agreement or (iv) this
     Agreement; and

agree that none of (i) the transactions described in, or contemplated
by, the IMC GPCo Plan of Liquidation, (ii) the FRP GPCo/FCC/FTX Mergers
in accordance with the terms of the FRP GPCo/FCC/FTX Merger Documents
or (iii) the potential merger, liquidation or dissolution of Agrico LP
(or the transfer by Agrico LP of its Partnership Interests to FRP or an
Affiliate of FRP) contemplated by Section 3c of this Agreement shall be
deemed to be (i) Triggering Events, as such term is defined in the
Partnership Agreement, as amended, or (ii) transactions, agreements,
arrangements or understandings with Affiliates, as such terms are used
in Sections 6.07 and 9.12 of the Partnership Agreement, as amended and
restated as of May 26, 1995.

     b.  Each of the parties waives any non-compliance occurring prior
to May 26, 1995 with the terms of Section 9.0(b) of the Parent
Agreement by any of the parties thereto.

     SECTION 3.  Consent.  a.  The parties hereto hereby consent to the
voluntary complete liquidation and dissolution of IMC GPCo, such
liquidation and dissolution to be effected in accordance with the plan
of liquidation and dissolution set forth in the IMC GPCo Plan of
Liquidation, and as further set forth below:

            (1)  Effective as of May 26, 1995 (i) 80% of all
        obligations of IMC GPCo incurred by IMC GPCo (x) as a General
        Partner of Partnership and (y) pursuant to the terms of the
        Partnership Agreement, shall be assumed by Operations and (ii)
        (A) 100% of IMC GPCo's 50% common stock interest in MPCo and
        (B) 80% of all of the other assets, properties, rights and
        interests of IMC GPCo (items (A) and (B) above collectively
        being the "Interests"), including but not limited to, its
        Current Interest and Capital Interest in IMC-Agrico, cash,
        trademarks, tradenames, service marks, copyrights, patents,
        indemnification rights and accounts receivable, shall be
        transferred, assigned, conveyed and distributed to Operations,
        as IMC GPCo's sole shareholder in cancellation of 80% of IMC
        GPCo's issued and outstanding shares of common stock.

            (2)  Effective as of May 26, 1995, the one hundred (100)
        shares of Preferred Stock, par value $.01 per share of
        IMC GPCo (the "Preferred Stock"), owned by MPCo, shall be
        repurchased by IMC GPCo at the liquidation value per share of
        $500.00.
            
            (3)  After June 4, 1996 and, to the extent practicable,
        after identifying and satisfying the remaining debts,
        obligations and liabilities, including but not limited to
        taxes, license fees and franchise fees of IMC GPCo, and
        winding up the business affairs of IMC GPCo, the remaining 20%
        of the Interests, and any other remaining obligations, assets,
        properties, rights and interests of IMC GPCo, shall be
        transferred, assigned, conveyed and distributed to, and
        assumed by, Operations, as IMC GPCo's sole shareholder, to
        complete the cancellation of IMC GPCo's issued and outstanding
        capital stock, and IMC GPCo shall be dissolved in accordance
        with the laws of the State of Delaware.  Such liquidation and
        dissolution of IMC GPCo (the "Final IMC GPCo Liquidating
        Distribution") shall be completed in accordance with the
        following time schedule:

            (A)  if (x) FTX and FRP elect by written notice to the
        Partners and the Partnership, at any time after November 30,
        1995 and on or prior to June 4, 1996, to cause the merger,
        liquidation or dissolution of Agrico LP (or the transfer by
        Agrico LP of its Partnership Interests to FRP or an Affiliate
        of FRP) as contemplated by Section 3c of this Agreement, and
        (y) such merger, liquidation or dissolution of Agrico LP (or
        such transfer of its Partnership Interests) is completed not
        earlier than June 5, 1996 and not later than June 15, 1996,
        the Final IMC GPCo Liquidating Distribution shall be
        undertaken promptly after June 22, 1997;

            (B)  if (x) FTX and FRP elect by written notice to the
        Partners and the Partnership, at any time after November 30,
        1995 and on or prior to June 4, 1996, to cause the merger,
        liquidation or dissolution of Agrico LP (or the transfer by
        Agrico LP of its Partnership Interests to FRP or an Affiliate
        of FRP) as contemplated by Section 3c of this Agreement, but
        (y) such merger, liquidation or dissolution of Agrico LP (or
        such transfer of its Partnership Interests) is not completed
        by June 15, 1996, the Final IMC GPCo Liquidating Distribution
        shall be undertaken after June 15, 1996 and shall be completed
        no later than June 30, 1996; and
            
            (C)  if FTX and FRP do not elect, at any time after
        November 30, 1995 and on or prior to June 4, 1996, to cause
        the merger, liquidation or dissolution of Agrico LP (or the
        transfer by Agrico LP of its Partnership Interests to FRP or
        an Affiliate of FRP) as contemplated by Section 3c of this
        Agreement, the Final IMC GPCo Liquidating Distribution shall
        be undertaken after June 4, 1996 and shall be completed by
        June 30, 1996.
            
        b.  The parties hereto hereby also consent to (i) the
     FRP GPCo/FCC/FTX Mergers to be accomplished as soon as reasonably
     practicable on the terms set forth in the FRP GPCo/FCC/FTX Merger
     Documents and (ii) the repurchase by FRP GPCo of the preferred
     stock of FRP GPCo owned by MPCo at its liquidation value, with the
     result that FTX, as a result of such FRP GPCo/FCC/FTX Mergers and
     redemption of the FRP GPCo preferred stock (i) becomes the general
     partner of Agrico LP and (ii) assumes all outstanding obligations
     of FRP GPCo and FCC.

        c.  The parties hereto hereby also acknowledge and agree that
     FTX and FRP will have the option to (i) cause the merger,
     liquidation or dissolution of Agrico LP (or the transfer of its
     Partnership Interests to FRP or an Affiliate of FRP) under
     Delaware Law, provided that such merger, liquidation or
     distribution (or such transfer of its Partnership Interests)
     results in a transfer of the assets, properties, rights, interests
     and all obligations of Agrico LP to FRP or an Affiliate of FRP and
     (ii) admit FRP or such Affiliate of FRP as a Partner in the
     Partnership.  This option may be exercised:

            At any time after November 30, 1995 and on or prior to
        June 4, 1996 by giving notice of such exercise to the Partners
        and the Partnership on or prior to June 4, 1996; provided that
        if FTX and FRP exercise such option after November 30, 1995
        and on or prior to June 4, 1996, their right to cause such
        merger, liquidation or dissolution of Agrico LP (or such
        transfer of its Partnership Interests) at that time will be
        forfeited unless such merger, liquidation or dissolution of
        Agrico LP (or such transfer of its Partnership Interests) is
        completed not earlier than June 5, 1996 and not later than
        June 15, 1996; provided further that if after November 30,
        1995 and on or prior to June 4, 1996 FTX and FRP so exercise
        such option, but such merger, liquidation or dissolution of
        Agrico LP (or such transfer of its Partnership Interests) is
        not completed on or prior to June 15, 1996, FTX and FRP will
        have an additional option to cause such merger, liquidation or
        dissolution of Agrico LP (or such transfer of its Partnership
        Interests) at any time after July 15, 1997; and, provided
        further that if after November 30, 1995 and on or prior to
        June 4, 1996, FTX and FRP do not so exercise their option to
        cause such merger, liquidation or dissolution of Agrico LP (or
        such transfer of its Partnership Interests), FTX and FRP will
        have the right to exercise such option at any time after
        July 15, 1997;

provided however that, notwithstanding the provisions of this paragraph
(c), FTX and FRP may merge, liquidate or dissolve Agrico LP (or
transfer its Partnership Interests) pursuant to this Agreement at any
time so long as FTX and FRP bear, and assume liability for, any
expense, cost or loss (including any increase in taxes, other than any
increase in income taxes which arises solely from the timing of the
reporting of income, deductions and credits attributable to the normal
business activities of the Partnership) suffered by the Partnership,
any other Partner or any of their Related Persons resulting therefrom.

     SECTION 4.  Miscellaneous.  The parties hereto hereby agree that
(i) they shall bear, and assume liability for, any expense, cost or
loss (including any increase in taxes, other than any increase in
income taxes which arises solely from the timing of the reporting of
income, deductions and credits attributable to the normal business
activities of the Partnership) suffered by the Partnership, any other
Partner or any of their Related Persons arising out of transactions
accomplished in violation of the provisions of this Agreement;
(ii) notwithstanding the terms of any provision of the Transaction
Agreements or any other agreement between the parties hereto or their
affiliates, they shall not have any liability to any other party
hereto, nor to any of their Related Persons, shareholders, unitholders,
successors or assigns for any tax consequences of this Agreement, its
execution or the consummation of the transactions contemplated by
Section 3 of this Agreement (except as set forth in Section 4(i) and
the final proviso of Section 3c of this Agreement); and (iii)
notwithstanding any action taken in amending the Partnership Agreement
as contemplated by Section 1a hereof, the current members of the Policy
Committee, any alternates thereto and the Chairman of the Policy
Committee shall not change as a result of the transactions contemplated
hereby.

     SECTION 5.  Representations and Warranties.  Each of the parties
hereto hereby represents and warrants as follows:

        a.  It is duly organized, validly existing and in good
     standing under the laws of its state of formation.
        
        b.  The execution and delivery of this Agreement by such party
     and the execution and delivery of the IMC GPCo Plan of
     Liquidation, the FRP GPCo/FCC/FTX Merger Documents, the
     Partnership Agreement, as amended and restated as of May 26, 1995
     and the Parent Agreement, as amended and restated as of May 26,
     1995 (collectively, the "Other Agreements") by each party thereto
     and the performance by each party of their respective obligations
     hereunder and under such of the Other Agreements to which it, or
     any affiliate thereof, is a party, are within their (and such
     affiliates') respective organizational powers, have been duly
     authorized by all necessary organizational action by such party
     (and such affiliates), have received all necessary governmental
     approvals (if any shall be required), and do not and will not
     contravene or conflict with any provision of law or of the
     organizational instruments of such party (or any affiliate thereof
     that is a party thereto), respectively.
        
        c.  This Agreement and such of the Other Agreements to which
     it, or any affiliate thereof, is a party, is the legal, valid and
     binding obligation of each party hereto and thereto (or any
     affiliate thereof that is a party hereto or thereto),
     respectively, enforceable against them in accordance with its
     terms, except as enforceability may be limited by applicable
     bankruptcy, insolvency, reorganization, moratorium or similar laws
     now or hereafter in effect affecting the enforcement of creditors'
     rights generally and by general equitable principles (whether
     enforcement is sought by proceedings in equity or at law).

     SECTION 6.  Effect of Amendment, Waiver and Consent.

        a.  Except as specifically amended above, the Transaction
     Agreements, as amended, are and shall continue to be in full force
     and effect and are hereby in all respects ratified and confirmed.

        b.  The execution, delivery and effectiveness of this
     Agreement shall not, except as expressly provided herein, operate
     as a waiver of any right, power or remedy of any party hereto
     under any of the Transaction Agreements, as amended, nor
     constitute a waiver of any provision of any of the Transaction
     Agreements, as amended.

     SECTION 7.  Execution in Counterparts.  This Agreement may be
executed in any number of counterparts and by different parties hereto
in separate counterparts, each of which when so executed and delivered
shall be deemed to be an original and all of which taken together shall
constitute but one and the same agreement.

     SECTION 8.  Governing Law.  This Agreement shall be governed by
and construed in accordance with the laws of the State of Delaware
without regard to the conflicts of law rules of such state.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment,
Waiver and Consent to be executed as of the date first above written.

               IMC GLOBAL INC.


               By:  PETER HONG
                    --------------------------------
               Name Printed:  Peter Hong
               Title:         Vice President



               FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP

                    By:  Freeport McMoRan Inc., its
                         general partner


                    By:
                         -------------------------------
                    Name Printed:
                                   ---------------------
                    Title:
                            ----------------------------


               IMC-AGRICO GP COMPANY

                    By:  ROBERT C. BRAUNEKER
                         -------------------------------
                    Name Printed:  Robert C. Brauneker
                    Title:         Vice President



               FREEPORT-McMoRan INC.


                    By:
                         -------------------------------
                    Name Printed:
                                   ---------------------
                    Title:
                            ----------------------------

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment,
Waiver and Consent to be executed as of the date first above written.

               IMC GLOBAL INC.


               By:
                    --------------------------------
               Name Printed:
                             -----------------------
               Title:
                     -------------------------------


               FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP

                    By:  Freeport McMoRan Inc., its
                         general partner


                    By:  CHARLES W. GOODYEAR
                         -------------------------------
                    Name Printed:  Charles W. Goodyear
                    Title:         Senior Vice President


               IMC-AGRICO GP COMPANY

                    By:
                         -------------------------------
                    Name Printed:
                                 -----------------------
                    Title:
                          ------------------------------


               FREEPORT-McMoRan INC.


                    By:  CHARLES W. GOODYEAR
                         -------------------------------
                    Name Printed:  Charles W. Goodyear
                    Title:         Senior Vice President
               IMC GLOBAL OPERATIONS INC.


                    By:  PETER HONG
                         -------------------------------
                    Name Printed:  Peter Hong
                    Title:         Vice President


               IMC-AGRICO MP, INC.


                    By:  ROBERT C. BRAUNEKER
                         -------------------------------
                    Name Printed:  Robert C. Brauneker
                    Title:         Vice President



               AGRICO, LIMITED PARTNERSHIP

                    By:  Agrico, Inc., its
                         general partner


                    By:
                         -------------------------------
                    Name Printed:
                                   ---------------------
                    Title:
                            ----------------------------


               IMC-AGRICO COMPANY

                    By:  IMC-Agrico-MP, Inc.,
                         its general partner


                    By:  ROBERT C. BRAUNEKER
                    Name Printed:  Robert C. Brauneker
                    Title:         Vice President
                            ----------------------------
               IMC GLOBAL OPERATIONS INC.


                    By:
                         -------------------------------
                    Name Printed:
                                 -----------------------
                    Title:
                          ------------------------------


               IMC-AGRICO MP, INC.


                    By:
                         -------------------------------
                    Name Printed:
                                   ---------------------
                    Title:
                            ----------------------------


               AGRICO, LIMITED PARTNERSHIP

                    By:  Agrico, Inc., its
                         general partner


                    By:  CHARLES W. GOODYEAR
                         -------------------------------
                    Name Printed:  Charles W. Goodyear
                    Title:          Vice President


               IMC-AGRICO COMPANY

                    By:  IMC-Agrico-MP, Inc.,
                         its general partner


                    By:  ROBERT C. BRAUNEKER
                    Name Printed:  Robert C. Brauneker
                    Title:         Vice President
                            ----------------------------

EX-10.32

                                                                  EXHIBIT 10.32
                                                                               
                                                                 EXECUTION COPY

      AGREEMENT AND PLAN OF COMPLETE LIQUIDATION AND DISSOLUTION

     AGREEMENT AND PLAN OF COMPLETE LIQUIDATION AND DISSOLUTION (this
"Agreement") made as of this 26th day of May, 1995 among IMC Global
Operations Inc., a Delaware corporation ("Operations"), IMC-Agrico GP
Company, a Delaware corporation ("IMC GPCo") and IMC-Agrico MP, Inc., a
Delaware corporation ("MPCo").  Capitalized terms used in this
Agreement, and not otherwise defined herein, shall have the meaning
given to such terms in the Schedule of Definitions constituting Exhibit
A to the Amended and Restated Partnership Agreement dated as of July 1,
1993, and further amended and restated as of May 26, 1995 among
IMC GPCo, Agrico, Limited Partnership, a Delaware limited partnership
(the "FRP Partner") and MPCo (the "Partnership Agreement").

                         W I T N E S S E T H:

     WHEREAS, Operations owns 500 shares of the common stock of
IMC GPCo and MPCo owns 100 shares of the preferred stock of IMC GPCo,
which shares constitute all of the issued and outstanding shares of
capital stock of IMC GPCo;

     WHEREAS, the parties hereto wish to approve, authorize and consent
to (i) the voluntary complete liquidation and dissolution of IMC GPCo,
in accordance with the General Corporation Law of the State of Delaware
("Delaware Law"), (ii) the admission of Operations as a Partner in the
Partnership in accordance with the terms of the Partnership Agreements,
(iii) the assumption by Operations (a) as of the date hereof, of 80% of
all obligations of IMC GPCo incurred by IMC GPCo (x) as a General
Partner of the Partnership and (y) pursuant to the terms of the
Partnership Agreement and (b) upon completion of such liquidation and
dissolution, of all remaining obligations of IMC GPCO, (iv) the
transfer to Operations of the assets, properties, rights and interests
of IMC GPCo, including, but not limited to, its Current Interest and
Capital Interest in IMC-Agrico Company, a Delaware general partnership
("IMC-Agrico"), cash, trademarks, tradenames, service marks,
copyrights, patents, indemnification rights, accounts receivable and
its 50% common stock interest in MPCo, after all debts, obligations and
liabilities, including but not limited to taxes, license fees and
franchise fees, are satisfied and (v) the repurchase by IMC GPCo of the
preferred stock owned by MPCo at its liquidation value; and

     WHEREAS, the parties hereto wish to accomplish the above described
complete liquidation and dissolution of IMC GPCO in two phases as
provided in this Agreement.

     NOW, THEREFORE, the parties hereto hereby agree as follows:

     1.  The parties hereto hereby approve, authorize and consent to
the voluntary complete liquidation and dissolution of IMC GPCo, such
liquidation and dissolution to be effected in accordance with the plan
of liquidation set forth in this Agreement.

     2.  Effective as of May 26, 1995, (i) 80% of all obligations of
IMC GPCo incurred by IMC GPCo (x) as a General Partner of the
Partnership and (y) pursuant to the terms of the Partnership Agreement,
shall be assumed by Operations and (ii) (A) 100% of IMC GPCo's 50%
common stock interest in MPCo and (B) 80% of all of the other assets,
properties, rights and interests of IMC GPCo (items (A) and (B) above
collectively being the "Interests"), including, but not limited to, its
Current Interest and Capital Interest in IMC-Agrico, cash, trademarks,
tradenames, service marks, copyrights, patents, indemnification rights
and accounts receivable, shall be transferred, assigned, conveyed and
distributed to Operations, as IMC GPCo's sole shareholder in
cancellation of 80% of IMC GPCo's issued and outstanding shares of
common stock (the "Initial IMC GPCo Liquidating Distribution").

     3.  In connection with the transactions described herein, and
effective as of May 26, 1995, the one hundred (100) shares of Preferred
Stock, par value $.01 per share of IMC GPCo (the "Preferred Stock"),
owned by MPCo shall be repurchased by IMC GPCo at the liquidation value
per share of $500.00.

     4.  After, to the extent practicable, identifying and satisfying
the remaining debts, obligations and liabilities, including but not
limited to taxes, license fees and franchise fees of IMC GPCo, and
winding up of the business affairs of IMC GPCo, the remaining 20% of
the Interests, and any other remaining obligations, assets, properties,
rights and interests of IMC GPCo, shall be transferred, assigned,
conveyed and distributed to, and assumed by, Operations, as IMC GPCo's
sole shareholder, to complete the cancellation of IMC GPCo's issued and
outstanding capital stock, and IMC GPCo shall be dissolved in
accordance with Delaware Law.  Such liquidation and dissolution of IMC
GPCo (the "Final IMC GPCo Liquidating Distribution") shall be completed
in accordance with the following time schedule:

      (A)if (x) Freeport-McMoRan Inc., a Delaware corporation ("FTX")
          and Freeport-McMoRan Resource Partners Limited Partnership, a
          Delaware limited partnership ("FRP"), elect by written notice
          to the Partners and the Partnership, after November 30, 1995
          and on or prior to June 4, 1996, to cause the merger,
          liquidation or dissolution of the FRP Partner (or the
          transfer by the FRP Partner of its Partnership Interests to
          FRP or an affiliate of FRP) as contemplated by the Amendment,
          Waiver and Consent Agreement, and (y) such merger, liquidation
          or dissolution of the FRP Partner (or such transfer of its
          Partnership Interests) is completed not earlier than June 5,
          1996 and not later than June 15, 1996, the Final IMC GPCo
          Liquidating Distribution shall be undertaken promptly after
          June 22, 1997;

      (B)if (x) FTX and FRP elect by written notice to the Partners
          and the Partnership, after November 30, 1995 and on or prior
          to June 4, 1996, to cause the merger, liquidation or
          dissolution of the FRP Partner (or the transfer by the FRP
          Partner of its Partnership Interests to FRP or an affiliate
          of FRP) as contemplated by the Amendment, Waiver and Consent
          Agreement, but (y) such merger, liquidation or dissolution of
          the FRP Partner (or such transfer of its Partnership
          Interests) is not completed by June 15, 1996, the Final IMC
          GPCo Liquidating Distribution shall be undertaken after
          June 15, 1996 and shall be completed no later than June 30,
          1996; and
      
      (C)if FTX and FRP do not elect, after November 30, 1995 and on
          or prior to June 4, 1996, to cause the merger, liquidation or
          dissolution of the FRP Partner (or the transfer by the FRP
          Partner of its Partnership Interests to FRP or an affiliate
          of FRP) as contemplated by the Amendment, Waiver and Consent
          Agreement, the Final IMC GPCo Liquidating Distribution shall
          be undertaken after June 4, 1996 and shall be completed by
          June 30, 1996.

     5.  The parties hereto hereby authorize and direct the proper
officers of IMC GPCo and Operations to take all such further actions as
they shall deem necessary or appropriate to effect the dissolution of
IMC GPCo and to wind up and liquidate its business and affairs or
otherwise to implement this Agreement, including, without limitation,
(i) the execution and delivery of the Amendment, Waiver and Consent
Agreement substantially in the form of Exhibit A hereto, except for
such changes, additions and deletions as to any or all of the terms and
provisions thereof as the officer executing the same may approve and
(ii) promptly upon completion of the Final IMC GPCo Liquidating
Distribution, the preparation, execution and filing of a certificate of
dissolution with the Secretary of State of the State of Delaware.

     6.  This Agreement constitutes a Plan of Complete Liquidation and
Dissolution for the purposes of Section 332 and 337 of the Internal
Revenue Code of 1986, as amended.

     7.  Anything to the contrary contained herein notwithstanding, all
distributions in respect of this Agreement shall be completed within
three years from the close of the taxable year of IMC GPCo in which the
first such distribution is made.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their respective duly authorized officers as of the
day and year first above written.

                                   IMC GLOBAL OPERATIONS INC.


                                   By  PETER HONG
                                        --------------------------
                                     Its:  Vice President


                                   IMC-AGRICO GP COMPANY


                                   By  ROBERT C. BRAUNEKER
                                       ---------------------------
                                     Its:  Vice President


                                   IMC-AGRICO MP, INC.


                                   By  ROBERT C. BRAUNEKER
                                       ---------------------------
                                     Its:  Vice President

EX-10.49

                                                                  EXHIBIT 10.49

                                   

                   AMENDMENT AND EXTENSION AGREEMENT





     This Extension Agreement is entered into this 15th day of June,

l995, between IMC Global Inc., a Delaware corporation (the "Company"),

and Wendell F. Bueche of Northbrook, Illinois ("Bueche"):



     WHEREAS, there presently exists an Employment Agreement (the

"Agreement") between Bueche and the Company dated April l5, l993,

providing for his employment in an executive capacity, and expiring on

February 29, 1996, and there also exists an Agreement (the "Letter

Agreement") between Bueche and the Company dated July 19, 1993,

regarding his consultancy after his retirement from the Company; and



     WHEREAS, the Board of Directors has concluded that because of

Bueche's capabilities and his contributions to the success of the

Company and his performance of the responsibilities of Chairman and

Chief Executive Officer of the Company, it is in the interests of the

Company to extend the duration of the Agreement;



     Now, therefore, it is mutually agreed as follows:

     l.  Extended Term.  The Agreement, as amended aforesaid, shall be

        extended and continue in full force and effect until June 30,

        1997.

                                   

                                 - 2 -

     

     

     

     2.  Term in Position.  Bueche shall serve as Chairman and Chief

        Executive Officer through June 30, 1996, and as Chairman from

        July 1, 1996, through June 30, 1997.

     

     3.  Salary.  A)  Bueche's salary as Chairman and Chief Executive

        Officer shall never be less than $530,040 per year;  B)

        Bueche's salary as Chairman shall be $250,020 per year.

     

     4.  Retirement and Consultancy.  Bueche will retire from

        employment on July 1, 1997, and commence to render consulting

        services to the Company for the period July 2, 1997, through

        June 30, 1999, at a rate of $20,835 per month.  Payment of the

        proceeding fee is guaranteed to Bueche for the entire period

        regardless of whether the Company avails itself of Bueche's

        services.

     

     5.  Other Terms.  All the terms and provisions of the Agreement

        and the  Letter Agreement, respectively, shall remain in full

        force and effect, except as modified hereby.

                                   

                                 - 3 -

     

     

     

     IN WITNESS WHEREOF, the Company has caused these presents to be

signed on its behalf, and Bueche, to evidence his acceptance hereof,

has hereunto set his hand and seal as of the day first above written.



                                  IMC GLOBAL, INC.



                                  By   R. A. Lenon
                                     ------------------------



                                          W. F. Bueche
                                     ------------------------
                                        Wendell F. Bueche


Attest:

By   Marschall Smith
  -----------------------------

EX-10.53

                                                                  EXHIBIT 10.53
                                   
                                   
                  FIRST AMENDMENT TO CREDIT AGREEMENT
                                   
                                   
     THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of June 24, 1994
(the "First Amendment") is to that Credit Agreement as further amended
and modified from time to time hereafter, the "Credit Agreement;" terms
used but not otherwise defined herein shall have the meanings assigned
in the Credit Agreement), by and among IMC-AGRICO COMPANY, a Delaware
general partnership (the "Borrower"), the Banks identified therein, and
NATIONSBANK OF NORTH CAROLINA, N.A., as Agent (the Agent").

                         W I T N E S S E T H:
                                   
                                   
     WHEREAS, the Banks have, pursuant to the terms of the Credit
Agreement, made available to the Borrower a $75,000,000 credit
facility;

     WHEREAS, the Borrower has requested modification of the financial
covenant relating to Minimum Partners' Capital contained therein; and

     WHEREAS, the Required Banks have agreed to the requested changes
on the terms and conditions hereinafter set forth;

     NOW, THEREFORE, IN CONSIDERATION of the premises and other good
and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:

     1.   The financial covenant relating to Minimum Partners' Capital
contained in Section 5.11(a) is amended and modified to read as
follows:

       (a)   Minimum Partners' Capital.  The Borrower will not permit
     Partners' Capital at any time to be less than:
       
                                            Minimum Partners' Capital
       Closing Date through June 29, 1994         $1,450,000,000
       June 30, 1994 and thereafter                1,350,000,000

     2.   In connection with this First Amendment, the Borrower hereby
represents and warrants that as of the date hereof (a) the
representations and warranties set forth in Section 4 of the Credit
Agreement are true and correct in all material respects (except for
those which expressly relate to an earlier date), and (b) no Default or
Event of Default presently exists under the Credit Agreement.

     3.   Except as expressly modified hereby, all of the terms and
provisions of the Credit Agreement remain in full force and effect.

     4.   The Borrower agrees to pay all reasonable costs and expenses
in connection with the preparation, execution and delivery of this
First Amendment, including the reasonable fees and expenses of the
Agent's legal counsel.

     5.   This First Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be
deemed an original.  It shall not be necessary in making proof of this
First Amendment to produce or account for more than one such
counterpart.

     6.   This First Amendment, as the Credit Agreement, shall be
deemed to be a contract under, and shall for all purposes be construed
in accordance with, the laws of the State of New York.

     IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this First Amendment to be duly executed and delivered
as of the date first above written.

BORROWER:        IMC-AGRICO COMPANY, a Delaware
                 general partnership by its Managing
                 Partner

                 By: IMC-AGRICO MP, INC., a Delaware
                     corporation, as Managing Partner

                     By: JOHN E. GALVIN
                         ----------------------------
                         JOHN E. GALVIN
                     Title: Treasurer

BANKS:           NATIONSBANK OF NORTH CAROLINA, N.A.,
                 individually in its capacity as a
                 Bank and in its capacity as Agent

                 By
                   -----------------------------------
                   Christopher B. Torie
                   Senior Vice President

                 CITIBANK, N.A.

                 By
                   -----------------------------------
                 Title
                      --------------------------------

                 COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A.
                 By
                   -----------------------------------
                 Title
                      --------------------------------

                 ARAB BANKING CORPORATION
                 By
                   -----------------------------------
                 Title
                      --------------------------------
                                   
                                  -2-
     4.   The Borrower agrees to pay all reasonable costs and expenses
in connection with the preparation, execution and delivery of this
First Amendment, including the reasonable fees and expenses of the
Agent's legal counsel.

     5.   This First Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be
deemed an original.  It shall not be necessary in making proof of this
First Amendment to produce or account for more than one such
counterpart.

     6.   This First Amendment, as the Credit Agreement, shall be
deemed to be a contract under, and shall for all purposes be construed
in accordance with, the laws of the State of New York.

     IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this First Amendment to be duly executed and delivered
as of the date first above written.

BORROWER:        IMC-AGRICO COMPANY, a Delaware
                 general partnership by its Managing
                 Partner

                 By: IMC-AGRICO MP, INC., a Delaware
                     corporation, as Managing Partner

                     By:
                         ----------------------------

                     Title:

BANKS:           NATIONSBANK OF NORTH CAROLINA, N.A.,
                 individually in its capacity as a
                 Bank and in its capacity as Agent

                 By  CHRISTOPHER B. TORIE
                   -----------------------------------
                   Christopher B. Torie
                   Senior Vice President

                 CITIBANK, N.A.

                 By
                   -----------------------------------
                 Title
                      --------------------------------

                 COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A.
                 By
                   -----------------------------------
                 Title
                      --------------------------------

                 ARAB BANKING CORPORATION
                 By
                   -----------------------------------
                 Title
                      --------------------------------
                                   
                                  -2-
     4.   The Borrower agrees to pay all reasonable costs and expenses
in connection with the preparation, execution and delivery of this
First Amendment, including the reasonable fees and expenses of the
Agent's legal counsel.

     5.   This First Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be
deemed an original.  It shall not be necessary in making proof of this
First Amendment to produce or account for more than one such
counterpart.

     6.   This First Amendment, as the Credit Agreement, shall be
deemed to be a contract under, and shall for all purposes be construed
in accordance with, the laws of the State of New York.

     IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this First Amendment to be duly executed and delivered
as of the date first above written.

BORROWER:        IMC-AGRICO COMPANY, a Delaware
                 general partnership by its Managing
                 Partner

                 By: IMC-AGRICO MP, INC., a Delaware
                     corporation, as Managing Partner

                     By:
                         ----------------------------

                     Title:

BANKS:           NATIONSBANK OF NORTH CAROLINA, N.A.,
                 individually in its capacity as a
                 Bank and in its capacity as Agent

                 By
                   -----------------------------------
                   Christopher B. Torie
                   Senior Vice President

                 CITIBANK, N.A.

                 By MICHAEL MANDRACCHIO     VP
                   -----------------------------------
                    MICHAEL MANDRACCHIO
                 Title Attorney-in-Fact
                      --------------------------------

                 COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A.
                 By
                   -----------------------------------
                 Title
                      --------------------------------

                 ARAB BANKING CORPORATION
                 By
                   -----------------------------------
                 Title
                      --------------------------------
                                  -2-
     4.   The Borrower agrees to pay all reasonable costs and expenses
in connection with the preparation, execution and delivery of this
First Amendment, including the reasonable fees and expenses of the
Agent's legal counsel.

     5.   This First Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be
deemed an original.  It shall not be necessary in making proof of this
First Amendment to produce or account for more than one such
counterpart.

     6.   This First Amendment, as the Credit Agreement, shall be
deemed to be a contract under, and shall for all purposes be construed
in accordance with, the laws of the State of New York.

     IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this First Amendment to be duly executed and delivered
as of the date first above written.

BORROWER:        IMC-AGRICO COMPANY, a Delaware
                 general partnership by its Managing
                 Partner

                 By: IMC-AGRICO MP, INC., a Delaware
                     corporation, as Managing Partner

                     By:
                         ----------------------------

                     Title:

BANKS:           NATIONSBANK OF NORTH CAROLINA, N.A.,
                 individually in its capacity as a
                 Bank and in its capacity as Agent

                 By
                   -----------------------------------
                   Christopher B. Torie
                   Senior Vice President

                 CITIBANK, N.A.

                 By
                   -----------------------------------
                 Title
                      --------------------------------

                 COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A.
                 By JOANNA M. SOLOWSKI    ROBERT B. BENOIT
                   -----------------------------------
                    JOANNA M. SOLOWSKI    ROBERT B. BENOIT
                 Title Vice President     Senior Vice President
                      --------------------------------

                 ARAB BANKING CORPORATION
                 By
                   -----------------------------------
                 Title
                      --------------------------------
                                  -2-
     4.   The Borrower agrees to pay all reasonable costs and expenses
in connection with the preparation, execution and delivery of this
First Amendment, including the reasonable fees and expenses of the
Agent's legal counsel.

     5.   This First Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be
deemed an original.  It shall not be necessary in making proof of this
First Amendment to produce or account for more than one such
counterpart.

     6.   This First Amendment, as the Credit Agreement, shall be
deemed to be a contract under, and shall for all purposes be construed
in accordance with, the laws of the State of New York.

     IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this First Amendment to be duly executed and delivered
as of the date first above written.

BORROWER:        IMC-AGRICO COMPANY, a Delaware
                 general partnership by its Managing
                 Partner

                 By: IMC-AGRICO MP, INC., a Delaware
                     corporation, as Managing Partner

                     By:
                         ----------------------------

                     Title:

BANKS:           NATIONSBANK OF NORTH CAROLINA, N.A.,
                 individually in its capacity as a
                 Bank and in its capacity as Agent

                 By
                   -----------------------------------
                   Christopher B. Torie
                   Senior Vice President

                 CITIBANK, N.A.

                 By
                   -----------------------------------
                 Title
                      --------------------------------

                 COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A.
                 By
                   -----------------------------------
                 Title
                      --------------------------------

                 ARAB BANKING CORPORATION
                 By  SHELDON TILNEY
                   -----------------------------------
                 Title Deputy GM
                      --------------------------------
                                  -2-

EX-10.54

                                                                  EXHIBIT 10.54
                                   
                                   
                                   
                 SECOND AMENDMENT TO CREDIT AGREEMENT
                                   

     THIS SECOND AMENDMENT TO CREDIT AGREEMENT dated as of February 24,
1995 (the "Second Amendment") is to that Credit Agreement dated as of
February 9, 1994, as amended by that certain First Amendment to Credit
Agreement dated as of June 24, 1994 (the "First Amendment") (as amended
and modified hereby and as further amended and modified from time to
time hereafter, the "Credit Agreement"; terms used but not otherwise
defined herein among IMC -AGRICO COMPANY, a Delaware general
partnership (the "Borrower"), the Banks identified therein, and
NATIONSBANK, N.A. (CAROLINAS) (successor in interest to NationsBank of
North Carolina, N.A.), as Agent (the Agent").

                         W I T N E S S E T H:

     WHEREAS, the Banks have, pursuant to the terms of the Credit
Agreement, made available to the Borrower a $75,000,000 credit
facility;

     WHEREAS, the Borrower has requested modification of the financial
covenant relating to Minimum Partners' Capital contained therein; and

     WHEREAS, the Required Banks have agreed to the requested changes
on the terms and conditions hereinafter set forth;

     NOW, THEREFORE, IN CONSIDERATION of the premises and other good
and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:

     1. The financial covenant relating to Minimum Partners' Capital
contained in Section 5.11(a) is amended and modified to read as
follows:

        (a)   Minimum Partners' Capital.  The Borrower will not permit
     Partners' Capital at any time to be less than:
        
                                            Minimum Partners' Capital
        January 1, 1995 through March 31, 1995     $1,250,000,000
        April 1, 1995 through June 30, 1995        $1,200,000,000
        July 1, 1995 through September 30, 1995    $1,175,000,000
        October 1, 1995 through December 31, 1995  $1,150,000,000
        January 1, 1996 through March 31, 1996     $1,125,000,000
        April 1, 1996 through June 30, 1996        $1,100,000,000
        July 1, 1996 through September 30, 1996    $1,075,000,000
        October 1, 1996 through December 31, 1996  $1,050,000,000
        January 1, 1997 and thereafter             $1,025,000,000

     2. In connection with this Second Amendment, the Borrower hereby
represents and warrants that as of the date hereof (a) the
representations and warranties set forth in Section 4 of the
Credit Agreement are true and correct in all material respects (except
for those which expressly relate to an earlier date), and (b) no
Default or Event of Default presently exists under the Credit
Agreement.

     3. Except as expressly modified hereby, all of the terms and
provisions of the Credit Agreement remain in full force and effect.

     4. The Borrower agrees to pay all reasonable costs and expenses in
connection with the preparation, execution and delivery of this Second
Amendment, including the reasonable fees and expenses of the Agent's
legal counsel.

     5. This Second Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be
deemed an original.  It shall not be necessary in making proof of this
Second Amendment to produce or account for more than one such
counterpart.

     6. This Second Amendment, as the Credit Agreement, shall be deemed
to be a contract under, and shall for all purposes be construed in
accordance with, the laws of the State of New York.

     IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Second Amendment to be duly executed and delivered
as of the date first above written.

BORROWER:        IMC-AGRICO COMPANY, a Delaware
                 general partnership by its Managing
                 Partner

                 By: IMC-AGRICO MP, INC., a Delaware
                     corporation, as Managing Partner

                     By:  PETER HONG
                         ----------------------------
                          PETER HONG
                     Title: Vice President & Treasurer
                           ---------------------------

BANKS:           NATIONSBANK, N.A. (CAROLINAS)
                 individually in its capacity as a
                 Bank and in its capacity as Agent

                 By
                   -----------------------------------
                   Christopher B. Torie
                   Senior Vice President

                 CITIBANK, N.A.

                 By
                   -----------------------------------
                 Title
                      --------------------------------




                                  -2-
Credit Agreement are true and correct in all material respects (except
for those which expressly relate to an earlier date), and (b) no
Default or Event of Default presently exists under the Credit
Agreement.

     3. Except as expressly modified hereby, all of the terms and
provisions of the Credit Agreement remain in full force and effect.

     4. The Borrower agrees to pay all reasonable costs and expenses in
connection with the preparation, execution and delivery of this Second
Amendment, including the reasonable fees and expenses of the Agent's
legal counsel.

     5. This Second Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be
deemed an original.  It shall not be necessary in making proof of this
Second Amendment to produce or account for more than one such
counterpart.

     6. This Second Amendment, as the Credit Agreement, shall be deemed
to be a contract under, and shall for all purposes be construed in
accordance with, the laws of the State of New York.

     IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Second Amendment to be duly executed and delivered
as of the date first above written.

BORROWER:        IMC-AGRICO COMPANY, a Delaware
                 general partnership by its Managing
                 Partner

                 By: IMC-AGRICO MP, INC., a Delaware
                     corporation, as Managing Partner

                     By:
                         ----------------------------

                     Title:
                           ---------------------------

BANKS:           NATIONSBANK, N.A. (CAROLINAS)
                 individually in its capacity as a
                 Bank and in its capacity as Agent

                 By CHRISTOPHER B. TORIE
                   -----------------------------------
                   Christopher B. Torie
                   Senior Vice President

                 CITIBANK, N.A.

                 By
                   -----------------------------------
                 Title
                      --------------------------------




                                  -2-
Credit Agreement are true and correct in all material respects (except
for those which expressly relate to an earlier date), and (b) no
Default or Event of Default presently exists under the Credit
Agreement.

     3. Except as expressly modified hereby, all of the terms and
provisions of the Credit Agreement remain in full force and effect.

     4. The Borrower agrees to pay all reasonable costs and expenses in
connection with the preparation, execution and delivery of this Second
Amendment, including the reasonable fees and expenses of the Agent's
legal counsel.

     5. This Second Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be
deemed an original.  It shall not be necessary in making proof of this
Second Amendment to produce or account for more than one such
counterpart.

     6. This Second Amendment, as the Credit Agreement, shall be deemed
to be a contract under, and shall for all purposes be construed in
accordance with, the laws of the State of New York.

     IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Second Amendment to be duly executed and delivered
as of the date first above written.

BORROWER:        IMC-AGRICO COMPANY, a Delaware
                 general partnership by its Managing
                 Partner

                 By: IMC-AGRICO MP, INC., a Delaware
                     corporation, as Managing Partner

                     By:
                         ----------------------------

                     Title:
                           --------------------------

BANKS:           NATIONSBANK, N.A. (CAROLINAS)
                 individually in its capacity as a
                 Bank and in its capacity as Agent

                 By
                   -----------------------------------
                   Christopher B. Torie
                   Senior Vice President

                 CITIBANK, N.A.

                 By JAMES N. SIMPSON
                   -----------------------------------
                    JAMES N. SIMPSON
                 Title Attorney-In-Fact
                      --------------------------------


                 COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A.
                 By JOANNA M. SOLOWSKI    AUGUST BRAAKSMA
                   -----------------------------------
                 Title Vice President     Vice President
                      --------------------------------

                 ARAB BANKING CORPORATION
                 By
                   -----------------------------------
                 Title
                      --------------------------------
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                  -3-

                 COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A.
                 By
                   -----------------------------------
                 Title
                      --------------------------------

                 ARAB BANKING CORPORATION
                 By GRANT E. MCDONALD
                   -----------------------------------
                    GRANT E. MCDONALD
                 Title Vice President
                      --------------------------------
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                  -3-

EX-10.60

                                                                  EXHIBIT 10.60


    _______________________________________________________________






                 TRANSFER AND ADMINISTRATION AGREEMENT
                                   
                                   
                                   
                                between
                                   
                                   
                                   
                    ENTERPRISE FUNDING CORPORATION,
                                   
                              as Company
                                   
                                   
                                  and
                                   
                                   
                          IMC-AGRICO COMPANY
                                   
                  as Transferor and Collection Agent
                                   
                                   
                                   
                     Dated as of October 31, 1994
                                   
                                   
                                   
                                   
    _______________________________________________________________


                     TABLE OF CONTENTS


                                                        Page

                         ARTICLE I

                        DEFINITIONS

SECTION 1.1.   Certain Defined Terms                       1
SECTION 1.2.   Other Terms                                23
SECTION 1.3.   Computation of Time Periods                23

                         ARTICLE II

PURCHASES AND SETTLEMENTS

SECTION 2.1.   Facility                                   24
SECTION 2.2.   Transfers; Company Certificate;
                Eligible Receivables                      24
SECTION 2.3.   Selection of Tranche Periods and
                Tranche Rates                             27
SECTION 2.4.  Discount, Fees and Other Costs and
                Expenses                                  28
SECTION 2.5.   Non-Liquidation Settlement and
                Reinvestment Procedures                   28
SECTION 2.6.   Liquidation Settlement Procedures          29
SECTION 2.7.   Fees                                       30
SECTION 2.8.   Protection of Ownership Interest of the
                 Company                                  30
SECTION 2.9.   Deemed Collections; Application of
                Payments                                  32
SECTION 2.10.   Payments and Computations, Etc.           33
SECTION 2.11.   Reports                                   34
SECTION 2.12.   Collection Account                        34

                        ARTICLE III

REPRESENTATIONS AND WARRANTIES

SECTION 3.1.   Representations and Warranties of the
                 Transferor                               35
SECTION 3.2.   Reaffirmation of Representations and
                 Warranties of the Transferor             38








                                   i
                              ARTICLE IV

                         CONDITIONS PRECEDENT

SECTION 4.1.  Conditions to Closing.                      40


                         ARTICLE V

                         COVENANTS

SECTION 5.1.  Affirmative Covenants of Transferor         43
SECTION 5.2.  Negative Covenants of Transferor            47
SECTION 5.3.  Financial Covenants                         48


                         ARTICLE VI

               ADMINISTRATION AND COLLECTIONS

SECTION 6.1.  Appointment of Collection Agent             50
SECTION 6.2.  Duties of Collection Agent                  50
SECTION 6.3.  Rights After Designation of New
                Collection Agent                          52
SECTION 6.4.  Responsibilities of the Transferor          53


                        ARTICLE VII

                     TERMINATION EVENTS

SECTION 7.1.  Termination Events                          54
SECTION 7.2.  Termination                                 56


                        ARTICLE VIII

         INDEMNIFICATION; EXPENSES; RELATED MATTERS


SECTION 8.1.  Indemnities by the Transferor               57
SECTION 8.2.  Indemnity for Taxes, Reserves and
                Expenses                                  59
SECTION 8.3.  Other Costs, Expenses and Related
                Matters                                   62
SECTION 8.4.  Reconveyance Under Certain
                Circumstances                             62
                                   
                                   
                                   
                                   
                                   
                                   
                                  ii
                         ARTICLE IX

                       MISCELLANEOUS

SECTION 9.1.  Term of Agreement                           63
SECTION 9.2.  Waivers; Amendments                         63
SECTION 9.3.  Notices                                     63
SECTION 9.4.  Governing Law; Submission to
                Jurisdiction; Integration                 65
SECTION 9.5.  Severability; Counterparts                  66
SECTION 9.6.  Successors and Assigns                      66
SECTION 9.7.  Waiver of Confidentiality                   66
SECTION 9.8.  Confidentiality Agreement                   67
SECTION 9.9.  No Bankruptcy Petition Against the
                 Company                                  67
SECTION 9.10. No Recourse Against Stockholders,
                Officers and Directors                    68
SECTION 9.11. Characterization of the Transactions
                Contemplated by the Agreement             68


                          EXHIBITS


EXHIBIT A Form of Contract

EXHIBIT B Credit and Collection Policies and
  Practices

EXHIBIT C List of Lock-Box Banks

EXHIBIT D Form of Lock-Box Agreement

EXHIBIT E Form of Investor Report

EXHIBIT F Form of Transfer Certificate

EXHIBIT G Certain Definitions

EXHIBIT H List of Actions and Suits

EXHIBIT I [Reserved]

EXHIBIT J [Reserved]

EXHIBIT K Form of Opinion of Counsel for the
  Transferor
                                   
                                   
                                   
                                   
                                   
                                   
                                  iii
EXHIBIT L Form of Responsible Officer's Certificate

EXHIBIT M Form of Company Certificate












































                                  iv
                 TRANSFER AND ADMINISTRATION AGREEMENT


          TRANSFER AND ADMINISTRATION AGREEMENT (this "Agreement"),
dated as of October 31, 1994, between IMC-AGRICO COMPANY, a general
partnership formed under the laws of the State of Delaware, as
transferor (in such capacity, the "Transferor") and as collection agent
(in such capacity, the "Collection Agent"), and ENTERPRISE FUNDING
CORPORATION, a Delaware corporation (the "Company").


                        PRELIMINARY STATEMENTS
                                   
          WHEREAS, the Transferor may desire to convey, transfer and
assign, from time to time, undivided percentage interests in certain
accounts receivable, and the Company may desire to accept such
conveyance, transfer and assignment of such undivided percentage
interests, subject to the terms and conditions of this Agreement.

          NOW, THEREFORE, the parties hereby agree as follows:


                                   
                               ARTICLE I
                                   
                              DEFINITIONS

          SECTION 1.1.  Certain Defined Terms.  As used in this
agreement, the following terms shall have the following meanings:

          "Adverse Claim" means a lien, security interest, charge or
encumbrance, or other right or claim in, of or on any Person's assets
or properties in favor of any other Person.

          "Administrative Agent" means NationsBank of North Carolina,
N.A., as administrative agent.

          "Affiliate" means, with respect to any Person, any Person
directly or indirectly controlling, controlled by, or under direct or
indirect common control with, such Person.  A Person shall be deemed to
control another Person if the controlling Person possesses, directly or
indirectly, the power to direct or cause the direction of the
management or policies of the controlled Person, whether through
ownership of voting stock, by contract or otherwise.

          "Affiliated Obligor" means any Obligor which is an Affiliate
of another Obligor.

          "Aggregate Unpaids" means, at any time, an amount equal to
the sum of (i) the aggregate accrued and unpaid Discount with respect
to all Tranche Periods at such time, (ii) the Net Investment at such
time, and (iii) all other amounts owed (whether due or accrued)
hereunder by Transferor to the Company at such time.

          "Arrangement Fee" means the fee payable by the Transferor to
the Administrative Agent pursuant to Section 2.7 hereof, the terms of
which are set forth in the Fee Letter.

          "Base Rate" or "BR" means, a rate per annum equal to the
greater of (i) the prime rate of interest announced by the Liquidity
Provider from time to time, changing when and as said prime rate
changes (such rate not necessarily being the lowest or best rate
charged by the Liquidity Provider) and (ii) the rate equal to the
weighted average of the rates on overnight Federal funds transactions
with members of the Federal Reserve System arranged by Federal funds
brokers, as published for such day (or, if such day is not a Business
Day, for the next preceding Business Day) by the Federal Reserve Bank
of New York, or, if such rate is not so published for any day that is a
Business Day, the average of the quotations for such day for such
transactions received by the Liquidity Provider from three Federal
funds brokers of recognized standing selected by it plus 2%.

          "Business Day" means any day excluding Saturday, Sunday and
any day on which banks in New York, New York, Charlotte, North
Carolina, Dallas, Texas or Chicago, Illinois are authorized or required
by law to close, and, when used with respect to the determination of
any Eurodollar Rate or any notice with respect thereto, any such day
which is also a day for trading by and between banks in United States
dollar deposits in the London interbank market.

          "BR Tranche" means a Tranche as to which Discount is
calculated at the Base Rate.

          "BR Tranche Period" means, with respect to a BR Tranche,
prior to the Termination Date, a period of up to 30 days requested by
the Transferor and agreed to by the Company or the Liquidity  Provider
, as the case may be, commencing on a Business Day requested by the
Transferor and agreed to by the Company or the Liquidity  Provider , as
the case may be, and after the Termination Date, a period of one day.
If such BR Tranche Period would end on a day which is not a Business
Day, such BR Tranche Period shall end on the next succeeding Business
Day.

          "Capitalized Lease" of a Person means any lease of property
by such Person as lessee which would be capitalized on a balance sheet
of such Person prepared in accordance with generally accepted
accounting principles.

          "CD Rate" shall mean, with respect to any CD Tranche Period,
a rate which is .75% in excess of a rate per annum equal to the sum
(rounded upward to the nearest 1/100 of 1%) of (A) the rate obtained by
dividing (x) the Certificate of Deposit Rate for such CD Tranche Period
by (y) a percentage equal to 100% minus the stated maximum rate for all
reserve requirements as specified in Regulation D (including without
limitation any marginal, emergency, supplemental, special or other
reserves) that would be applicable during such Tranche Period to a
negotiable certificate of deposit in excess of $100,000, with a
maturity approximately equal to such Tranche Period, of any member bank
of the Federal Reserve System plus (B) the then daily net annual
assessment rate (rounded upward, if necessary, to the nearest 1/100 of
1%) as estimated by the Liquidity Provider for determining the current
annual assessment payable by the Liquidity Provider to the Federal
Deposit Insurance Corporation for insuring such certificates of
deposit.

          "CD Tranche" means a Tranche as to which Discount is
calculated at the CD Rate.

          "CD Tranche Period" means, with respect to a CD Tranche,
prior to the Termination Date, a period of up to one month requested by
the Transferor and agreed to by the Company or the Liquidity Provider,
as the case may be, commencing on a Business Day requested by the
Transferor and agreed to by the Company or the Liquidity  Provider, as
the case may be, and after the Termination Date, a period of one day.
If such CD Tranche Period would end on a day which is not a Business
Day, such CD Tranche Period shall end on the next succeeding Business
Day.

          "Certificate of Deposit Rate" means, with respect to any CD
Tranche Period, the average of the bid rates determined by the
Liquidity Provider to be bid rates per annum, at approximately 10:00
a.m. (New York City time) on the Business Day before the first day of
the CD Tranche Period for which such CD Rate is to be applicable, of
two or more New York certificate of deposit dealers of recognized
standing selected by the Liquidity Provider for the purchase in New
York from the Liquidity Provider at face value of certificates of
deposit of the Liquidity Provider in an aggregate amount approximately
comparable to the amount of the CD Tranche to which such CD Rate is to
be applicable and with a maturity approximately equal to the applicable
CD Tranche Period.

          "Closing Date" means October 31, 1994.

          "Collateral Agent" means NationsBank of North Carolina, N.A.,
as collateral agent for any Liquidity Provider, any Credit Support
Provider, the holders of Commercial Paper and certain other parties.

          "Collections" means, with respect to any Receivable, all cash
collections and other cash proceeds of such Receivable, including,
without limitation, all Finance Charges, if any, and cash proceeds of
Related Security with respect to such Receivable.

          "Collection Account" means the account, established by the
Collateral Agent, for the benefit of the Company, pursuant to Section
2.12.

          "Collection Agent" means at any time the Person then
authorized pursuant to Section 6.1 to service, administer and collect
Receivables.

          "Collection Delay" means 30 days, or upon written notice to
the Collection Agent, such higher number of days as the Administrative
Agent may estimate to be necessary for the collection of a Receivable.

          "Collection Period" means at any time a period of days
(rounded up to the next whole day) equal to the product of (i) a
fraction the numerator of which shall be the amount set forth in the
most recent Investor Report as the "Beginning Balance" of the
Receivables and the denominator of which shall be the Collections as
set forth in the most recent Investor Report and (ii) thirty (30).

          "Commercial Paper" means the promissory notes of the Company
issued by the Company in the commercial paper market.

          "Company Certificate" means the certificate issued to the
Company pursuant to Section 2.2 hereof.

          "Concentration Factor" means for any Designated Obligor (a)
3% of the Outstanding Balance of all Eligible Receivables at such time;
provided however, that with respect to any Designated Obligor and its
affiliates whose long term unsecured debt obligations are rated at
least "A1" by Moody's and at least "A+" by Standard & Poor's and with
respect to which rating neither Moody's nor Standard & Poor's shall
have made a public announcement anticipating a downgrading of such
Designated Obligor's long term unsecured debt obligations to a rating
less than the aforementioned ratings ("A1/A+ Rated Obligors") 5% of the
Outstanding Balance of all Eligible Receivables at such time; provided
further, however, that with respect to Phosphate Chemicals Export
Association, Inc. (a "Special Obligor"), 30% of the Outstanding Balance
of all Eligible Receivables at such time, provided that such amount
shall not exceed $25,000,000 and the Company shall have full recourse
to the Transferor for all Receivables payable by Phosphate Chemicals
Export Association, Inc., or (b) such other amount determined by the
Company in the reasonable exercise of its good faith judgment and
disclosed in a written notice delivered to the Transferor.

          "Contract" means an agreement or invoice in substantially the
form of one of the forms set forth in Exhibit A or otherwise approved
by the Company, pursuant to or under which an Obligor shall be
obligated to pay for merchandise purchased or services rendered.

          "CP Rate" means, with respect to any CP Tranche Period, the
rate equivalent to the rate (or if more than one rate, the weighted
average of the rates) at which Commercial Paper having a term equal to
such CP Tranche Period may be sold by any placement agent or commercial
paper dealer selected by the Company, provided, however, that if the
rate (or rates) as agreed between any such agent or dealer and the
Company is a discount rate, then the rate (or if more than one rate,
the weighted average of the rates) resulting from the Company's
converting such discount rate (or rates) to an interest-bearing
equivalent rate per annum.

          "CP Tranche" means a Tranche as to which Discount is
calculated at a CP Rate.

          "CP Tranche Period" means, with respect to a CP Tranche, a
period of days not to exceed 120 days commencing on a Business Day
requested by the Transferor and agreed to by the Company pursuant to
Section 2.3.  If such CP Tranche Period would end on a day which is not
a Business Day, such CP Tranche Period shall end on the next succeeding
Business Day.

          "Credit and Collection Policy" shall mean the Transferor's
credit and collection policy or policies and practices, relating to
Contracts and Receivables existing on the date hereof and referred to
in Exhibit B attached hereto, as modified from time to time in
compliance with Section 5.2(c).

          "Credit Support Agreement" means the agreement between the
Company and the Credit Support Provider evidencing the obligation of
the Credit Support Provider to provide credit support to the Company in
connection with the issuance by the Company of Commercial Paper.

          "Credit Support Provider" means the Person or Persons who
will provide credit support to the Company in connection with the
issuance by the Company of Commercial Paper.

          "Dealer Fee" means the fee payable by the Transferor to the
Collateral Agent, pursuant to Section 2.4 hereof, the terms of which
are set forth in the Fee Letter.

          "Deemed Collections" means any Collections on any Receivable
deemed to have been received pursuant to Section 2.9(a) or (b).

          "Defaulted Receivable" means a Receivable:  (i) as to which
any payment, or part thereof, remains unpaid for 90 days or more from
the original due date for such Receivable; (ii) as to which an Event of
Bankruptcy has occurred with respect to the Obligor thereof; (iii)
which has been identified by the Collection Agent as uncollectible; or
(iv) which, consistent with the Credit and Collection Policy, should be
written off the Transferor's books as uncollectible.

          "Delinquency Ratio" means, the ratio (expressed as a
percentage) computed as of the last day of each calendar month by
dividing (i) the aggregate Outstanding Balance of all Delinquent
Receivables as of such date by (ii) the aggregate Outstanding Balance
of all Receivables as of such date less Defaulted Receivables as of
such date.

          "Delinquent Receivable" means a Receivable:  (i) as to which
any payment, or part thereof, remains unpaid for more than 30 days from
the original due date for such Receivable and (ii) which is not a
Defaulted Receivable.

          "Designated Obligor" means, at any time, each Obligor;
provided, however, that any Obligor shall cease to be a Designated
Obligor upon notice to the Transferor from the Company, delivered at
any time.

          "Dilution Ratio" means the ratio (expressed as a percentage)
computed as of the last day of each calendar month by dividing (i) the
aggregate amount of credits, rebates, discounts, disputes, warranty
claims, repossessed or returned goods, charge back allowances and other
dilutive factors, and any other billing or other adjustment by the
Transferor or the Collection Agent, provided to Obligors in respect of
Receivables during such calendar month by (ii) the aggregate
Outstanding Balance of all Receivables which arose during the
immediately preceding calendar month.

          "Discount" means, with respect to any Tranche Period:

                            (TR x TNI x AD)
                                      ---
                                      360

Where:

TR  =     the Tranche Rate applicable to such Tranche Period.

TNI  =    the portion of the Net Investment allocated to such Tranche
          Period.

AD  =     the actual number of days during such Tranche Period.

provided, however, that no provision of this Agreement shall require
the payment or permit the collection of Discount in excess of the
maximum permitted by applicable law; and provided, further, that
Discount shall not be considered paid by any distribution if at any
time such distribution is rescinded or must be returned for any reason.

          "Discount Reserve" means, at any time, an amount equal to:

                        TD + LY

Where:

TD        =    the sum of the unpaid Discount for all Tranche Periods.

LY        =    the Liquidation Yield

          "Early Collection Fee" means, for any Tranche Period (such
Tranche Period to be determined without regard to the last sentence in
Section 2.3(a)) during which the portion of the Net Investment that was
allocated to such Tranche Period is reduced, the excess, if any, of (i)
the additional Discount that would have accrued during such Tranche
Period if such reductions had not occurred, minus (ii) the income, if
any, received by the Company from investing the proceeds of such
reductions.

          "Eligible Investments" shall mean (a) negotiable instruments
or securities represented by instruments in bearer or registered or in
book-entry form which evidence (i) obligations fully guaranteed by the
United States of America; (ii) time deposits in, or bankers acceptances
issued by, any depositary institution or trust company incorporated
under the laws of the United States of America or any state thereof and
subject to supervision and examination by Federal or state banking or
depositary institution authorities; provided, however, that at the time
of investment or contractual commitment to invest therein, the
certificates of deposit or short-term deposits, if any, or long-term
unsecured debt obligations (other than such obligation whose rating is
based on collateral or on the credit of a Person other than such
institution or trust company) of such depositary institution or trust
company shall have a credit rating from Moody's and S&P of at least "P-
1" and "A-1", respectively, in the case of the certificates of deposit
or short-term deposits, or a rating not lower than one of the two
highest investment categories granted by Moody's and by S&P; (iii)
certificates of deposit having, at the time of investment or
contractual commitment to invest therein, a rating from Moody's and S&P
of at least "P-1" and "A-1", respectively; (iv) investments in money
market funds rated in the highest investment category or otherwise
approved in writing by the applicable rating agencies, (b) demand
deposits in any depositary institution or trust company referred to in
(a)(ii) above, (c) commercial paper (having original or remaining
maturities of no more than 30 days) having, at the time of investment
or contractual commitment to invest therein, a credit rating from
Moody's and S&P of at least "P-1" and "A-1", respectively, (d)
Eurodollar time deposits having a credit rating from Moody's and S&P of
at least "P-1" and "A-1", respectively, and (e) repurchase agreements
involving any of the Eligible Investments described in clauses (a)(i),
(a)(iii) and (d) hereof so long as the other party to the repurchase
agreement has at the time of investment therein, a rating from Moody's
and S&P of at least "P-1" and "A-1", respectively.

          "Eligible Receivable" means, at any time, any Receivable:
                    
                    (i)  which has been originated by the
     Transferor and to which the Transferor has good title
     thereto, free and clear of all Adverse Claims;
                    
                    (ii)  the Obligor of which is a United States
     resident, is a Designated Obligor at the time of the initial
     creation of an interest therein hereunder, is not an
     Affiliate of any of the parties hereto, and is not a
     government or a governmental subdivision or agency;
                    
                    (iii)  which is not a Defaulted Receivable at
     the time of the initial creation of an interest of the
     Company therein;

                    (iv)  which is not a Delinquent Receivable at
     the time of the initial creation of an interest of the
     Company therein;
                    
                    (v)  which, according to the Contract related
     thereto, is required to be paid in full within 30 days of the
     original billing date therefor; provided that not more than
     5.0% of the Receivables (determined by reference to the
     Outstanding Balance of such Receivables and the aggregate
     Outstanding Balance of all Receivables) may be required to be
     paid in full in greater than 30 days but within 90 days of
     the original billing date therefor;
                    
                    (vi)  which is an "eligible asset" as defined
     in Rule 3a-7 under the Investment Company Act of 1940, as
     amended;
                    
                    (vii)  a purchase of which with the proceeds
     of Commercial Paper would constitute a "current transaction"
     within the meaning of Section 3(a)(3) of the Securities Act
     of 1933, as amended;
                    
                    (viii)  which is an "account" or "chattel
     paper" within the meaning of Article 9 of the UCC of all
     applicable jurisdictions;
                    
                    (ix)  which is denominated and payable only in
     United States dollars in the United States;
                    
                    (x)  which, arises under a Contract that
     together with the Receivable related thereto, is in full
     force and effect and constitutes the legal, valid and binding
     obligation of the related Obligor enforceable against such
     Obligor in accordance with its terms and is not subject to
     any offset, counterclaim or other defense at such time;
                    
                    (xi)  which, together with the Contract
     related thereto, does not contravene in any material respect
     any laws, rules or regulations applicable thereto (including,
     without limitation, laws, rules and regulations relating to
     truth in lending, fair credit billing, fair credit reporting,
     equal credit opportunity, fair debt collection practices and
     privacy) and with respect to which no part of the Contract
     related thereto is in violation of any such law, rule or
     regulation in any material respect;
                    
                    (xii)  which (A) satisfies all applicable
     requirements of the Credit and Collection Policy and (B)
     arises pursuant to a Contract with respect to which the
     Transferor has performed all obligations required to be
     performed by it thereunder, including without limitation
     shipment of the merchandise purchased thereunder;

                    (xiii)  which was generated in the ordinary
     course of the Transferor's business;
                    
                    (xiv)  the Obligor of which has been directed
     to make all payments to a specified account of the Collection
     Agent with respect to which there shall be a Lock-Box
     Agreement in effect; and
                    
                    (xv)  as to which the Company has not notified
     the Transferor that the Company has determined that such
     Receivable or class of Receivables is not acceptable for
     purchase hereunder because of the nature of the business of
     the Obligor or because of a potential conflict of interest
     between the interests of the Transferor and the Company, any
     Liquidity Provider, any Credit Support Provider or any of
     their affiliates.

          "Estimated Maturity Period" means, at any time, the period,
rounded upward to the nearest whole number of days, equal to the
weighted average days until due of the Receivables as calculated by the
Collection Agent in good faith and set forth in the most recent
Investor Report, such calculation to be based on the assumptions that
(a) each Receivable within a particular aging category, (as set forth
in the Investor Report) will be paid on the last day of such aging
category and (b) the last day of the last such aging category coincides
with the last date on which any Outstanding Balance of any Receivables
would be written off as uncollectible or charged against any applicable
reserve or similar account in accordance with the objective
requirements of the Credit and Collection Policy and the Transferor's
normal accounting practices applied on a basis consistent with those
reflected in the Transferor's financial statements, provided, however,
that if the Company shall reasonably disagree with any such
calculation, the Company may recalculate the Estimated Maturity Period,
and such recalculation, in the absence of manifest error, shall be
conclusive.

          "Eurodollar Rate" means, with respect to any Eurodollar
Tranche Period, a rate which is .625% in excess of a rate per annum
equal to the sum (rounded upwards, if necessary, to the next higher
1/100 of 1%) of (A) the rate obtained by dividing (i) the applicable
LIBOR Rate by (ii) a percentage equal to 100% minus the reserve
percentage used for determining the maximum reserve requirement as
specified in Regulation D (including, without limitation, any marginal,
emergency, supplemental, special or other reserves) that is applicable
to the Liquidity Provider  during such Eurodollar Tranche Period in
respect of eurocurrency or eurodollar funding, lending or liabilities
(or, if more than one percentage shall be so applicable, the daily
average of such percentage for those days in such Eurodollar Tranche
Period during which any such percentage shall be applicable) plus (B)
the then daily net annual assessment rate (rounded upwards, if
necessary, to the nearest 1/100 of 1%) as estimated by the Liquidity
Provider for determining the current annual assessment payable by the
Liquidity Provider to the Federal Deposit Insurance Corporation in
respect of eurocurrency or eurodollar funding, lending or liabilities.

          "Eurodollar Tranche" means a Tranche as to which Discount is
calculated at the Eurodollar Rate.

          "Eurodollar Tranche Period" means, with respect to a
Eurodollar Tranche, prior to the Termination Date, a period of up to
one month requested by the Transferor and agreed to by the Company or
the Liquidity Provider, as the case may be, commencing on a Business
Day requested by the Transferor and agreed to by the Company; provided,
however, that if such Eurodollar Tranche Period would expire on a day
which is not a Business Day, such Eurodollar Tranche Period shall
expire on the next succeeding Business Day; provided, further, that if
such Eurodollar Tranche Period would expire on (a) a day which is not a
Business Day but is a day of the month after which no further Business
Day occurs in such month, such Eurodollar Tranche Period shall expire
on the next preceding Business Day or (b) a Business Day for which
there is no numerically corresponding day in the applicable subsequent
calendar month, such Eurodollar Tranche Period shall expire on the last
Business Day of such month.

          "Event of Bankruptcy", with respect to any Person, shall mean
(i) that such Person shall generally not pay its debts as such debts
become due or shall admit in writing its inability to pay its debts
generally or shall make a general assignment for the benefit of
creditors; or any proceeding shall be instituted by or against such
Person seeking to adjudicate it as bankrupt or insolvent, or seeking
liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief or composition of it or its debts under any law
relating to bankruptcy, insolvency or reorganization or relief of
debtors, or seeking the entry of an order for relief or the appointment
of a receiver, trustee or other similar official for it or any
substantial part of its property provided that in the case of any such
proceeding instituted against such Person, either such proceeding shall
remain undismissed or unstayed for a period of thirty (30) days or any
action sought in such proceeding shall occur or (ii) if such Person is
a corporation, such Person or any Subsidiary shall take any corporate
action to authorize any of the actions set forth in the preceding
clause (i).

          "Fee Letter" means the letter agreement dated the date hereof
between the Transferor and the Company, as amended, modified or
supplemented from time to time.

          "Finance Charges" means, with respect to a Contract, any
finance, interest, late or similar charges owing by an Obligor pursuant
to such Contract.

          "Guaranty" of a Person means any agreement by which such
Person assumes, guarantees, endorses, contingently agrees to purchase
or provide funds for the payment of, or otherwise becomes liable upon,
the obligation of any other Person, or agrees to maintain the net worth
or working capital or other financial condition of any other Person or
otherwise assures any other creditor of such other Person against loss,
including, without limitation, any comfort letter, operating agreement
or take-or-pay contract and shall include, without limitation, the
contingent liability of such Person in connection with any application
for a letter of credit.

          "Incremental Transfer" means a Transfer which is made
pursuant to Section 2.2(a).

          "Indebtedness" of a Person means such Person's (i)
obligations for borrowed money, (ii) obligations representing the
deferred purchase price of property other than accounts payable arising
in the ordinary course of such Person's business on terms customary in
the trade, (iii) obligations, whether or not assumed, secured by liens
or payable out of the proceeds or production from property now or
hereafter owned or acquired by such Person, (iv) obligations which are
evidenced by notes, acceptances, or other instruments, (v) Capitalized
Lease obligations and (vi) obligations for which such Person is
obligated pursuant to a Guaranty.

          "Indemnified Amounts" has the meaning specified in Section
8.1.

          "Indemnified Parties" has the meaning specified in Section
8.1.

          "Investor Report" means a report, in substantially the form
of Exhibit E or in such other form as is mutually agreed to by the
Transferor and the Company, furnished by the Collection Agent to the
Company and the Administrative Agent pursuant to Section 2.11.

          "Law" shall mean any law (including common law),
constitution, statute, treaty, regulation, rule, ordinance, order,
injunction, writ, decree or award of any Official Body.

          "LIBOR Rate" shall mean, with respect to any Eurodollar
Tranche Period, the rate at which deposits in dollars are offered to
the Liquidity Provider in the London interbank market at approximately
11:00 a.m. (London time) two Business Days before the first day of such
Eurodollar Tranche Period in an amount approximately equal to the
Eurodollar Tranche to which the Eurodollar Rate is to apply and for a
period of time approximately equal to the applicable Eurodollar Tranche
Period.

               "Liquidation Yield" means, at any time, an amount equal
to:

              (RVF x LBR x NI) x (EM + CD)
                                   -------
                                    360

Where:

RVF       =    the Rate Variance Factor.

LBR       =    the Base Rate which is applicable to the liquidation
          period of the Net Investment at such time.

NI        =    the Net Investment.

EM        =    the Estimated Maturity Period of the Receivables.

CD        =    the Collection Delay.

          "Liquidity Provider Agreement" means the agreement between
the Company and the Liquidity Provider evidencing the obligation of the
Liquidity Provider to provide liquidity support to the Company in
connection with the issuance by the Company of Commercial Paper.

          "Liquidity Provider" means the Person or Persons who will
provide liquidity support to the Company in connection with the
issuance by the Company of Commercial Paper.

          "Lock-Box Account" means an account maintained by the
Collection Agent at a Lock-Box Bank for the purpose of receiving
Collections from Receivables.

          "Lock-Box Agreement" means an agreement among the Collateral
Agent, the Collection Agent and a Lock-Box Bank in substantially the
form of Exhibit D hereto.

          "Lock-Box Bank" means each of the banks set forth in Exhibit
C hereto and such banks as may be added thereto or deleted therefrom
pursuant to Section 2.8.

          "Loss Percentage" means on any day the greater of (i) five
(5) times the highest Loss-to-Liquidation Ratio as of the last day of
the 12 calendar months preceding the then current calendar month, (ii)
three (3) times the highest Concentration Factor of all Designated
Obligors (exclusive of A1/A+ Rated Obligors and Special Obligors) and
(iii) 10%.

          "Loss Reserve" means, on any day, an amount equal to:

                         LP x (NI + DR + SFR)

Where:

LP        =    the Loss Percentage at the close of business of the
          Collection Agent on such day.

NI        =    the Net Investment at the close of business of the
          Collection Agent on such day.

DR        =    the Discount Reserve at the close of business of the
          Collection Agent on such day.

SFR       =    the Servicing Fee Reserve at the close of business of
          the Collection Agent on such day.

Notwithstanding the foregoing, the Loss Reserve shall at all times be
at least equal to $7,500,000.

          "Loss-to-Liquidation Ratio" means the ratio (expressed as a
percentage) computed as of the last day of each calendar month by
dividing (i) the aggregate Outstanding Balance of all Receivables which
became Defaulted Receivables during such calendar month, by (ii) the
aggregate amount of Collections received by the Collection Agent during
such calendar month.

          "Maximum Net Investment" means $75,000,000.

          "Maximum Percentage Factor" means 95%.

          "Moody's" means Moody's Investors Service, Inc.

          "Net Investment" means the sum of the amounts paid to the
Transferor for each Incremental Transfer less the aggregate amount of
Collections received and applied by the Company to reduce such Net
Investment pursuant to Section 2.6 or Section 2.9; provided that the
Net Investment shall be restored in the amount of any Collections so
received and applied if at any time the distribution of such
Collections is rescinded or must otherwise be returned for any reason.

          "Net Receivables Balance" means at any time the Outstanding
Balance of the Eligible Receivables at such time reduced by the sum of
(i) the aggregate amount by which the Outstanding Balance of all
Eligible Receivables of each Designated Obligor exceeds the
Concentration Factor for such Designated Obligor, plus (ii) the
aggregate Outstanding Balance of all Eligible Receivables which are
Defaulted Receivables, plus (iii) the aggregate Outstanding Balance of
all Eligible Receivables of each Obligor with respect to which 50% or
more of such Obligor's Receivables are Delinquent Receivables, plus
(iv) at any time from and after May 1, 1995, an amount equal to the
amount of Collections paid by Obligors to any account or location other
than a Lock-Box Account during the immediately preceding calendar month
and not deposited in a Lock-Box Account as required pursuant to Section
5.1(i).

          "Obligor" means a Person obligated to make payments for the
provision of goods and services pursuant to a Contract.

          "Official Body" shall mean any government or political
subdivision or any agency, authority, bureau, central bank, commission,
department or instrumentality of either, or any court, tribunal, grand
jury or arbitrator, in each case whether foreign or domestic.

          "Other Transferor" means any Person other than the Transferor
that has entered into a receivables purchase agreement or transfer and
administration agreement with the Company.

          "Outstanding Balance" of any Receivable at any time means the
then outstanding principal amount thereof including any accrued and
outstanding Finance Charges related thereto.

          "Percentage Factor" means the percentage computed at any time
of determination as follows:

                          NI + LR + DR + SFR
                          ------------------
                                  NRB
Where:

NI        =    the Net Investment at the time of such computation.

LR        =    the Loss Reserve at the time of such computation.

DR        =    the Discount Reserve at the time of such computation.

SFR       =    the Servicing Fee Reserve at the time of such
          computation.

NRB       =    the Net Receivables Balance at the time of such
          computation.


          Notwithstanding the foregoing computation, the Percentage
Factor shall not exceed one hundred percent (100%).  The Percentage
Factor shall be calculated by the Collection Agent on the day of the
initial Incremental Transfer hereunder.  Thereafter, until the
Termination Date, the Collection Agent shall daily recompute the
Percentage Factor and report such recomputations to the Company monthly
in the Investor Report or as requested by the Company.  The Percentage
Factor shall remain constant from the time as of which any such
computation or recomputation is made until the time as of which the
next such recomputation shall be made, notwithstanding any additional
Receivables arising, any Incremental Transfer made pursuant to Section
2.2(a) or any reinvestment Transfer made pursuant to Section 2.2(b) and
2.5 during any period between computations of the Percentage Factor.
The Percentage Factor, as calculated at the close of business on the
Business Day immediately preceding the Termination Date, shall remain
constant at all times thereafter until such time as the Company shall
have received the Aggregate Unpaids, at which time the Percentage
Factor shall be recomputed in accordance with Section 2.6.

          "Person" means any corporation, natural person, firm, joint
venture, partnership, trust, unincorporated organization, enterprise,
government or any department or agency of any government.

          "Potential Termination Event" means an event which but for
the lapse of time or the giving of notice, or both, would constitute a
Termination Event.

          "Proceeds" means "proceeds" as defined in Section 9-306(1) of
the UCC.

          "Program Fee" means the fee payable by the Transferor to the
Company pursuant to Section 2.7 hereof, the terms of which are set
forth in the Fee Letter.

          "Purchased Interest" means the interest in the Receivables
acquired by the Liquidity Provider through purchase pursuant to the
terms of the Liquidity Provider Agreement.

          "Rate Variance Factor" means the number, computed from time
to time in good faith by the Company, that reflects the largest
potential variance (from minimum to maximum) in selected interest rates
over a period of time selected by the Company from time to time, set
forth in a written notice by the Company to the Transferor and the
Collection Agent.

          "Receivable" means the indebtedness owed to the Transferor by
any Obligor (without giving effect to any purchase hereunder by the
Company at any time) under a Contract whether constituting an account,
chattel paper, instrument or general intangible, arising in connection
with the sale of merchandise or services by the Transferor, and
includes the right to payment of any Finance Charges and other
obligations of such Obligor with respect thereto.  Notwithstanding the
foregoing, once a Receivable has been deemed collected pursuant to
Section 2.9 hereof, it shall no longer constitute a Receivable
hereunder.

          "Records" means all Contracts and other documents, books,
records and other information (including, without limitation, computer
programs, tapes, discs, punch cards, data processing software and
related property and rights) maintained with respect to Receivables and
the related Obligors.

          "Related Security" means with respect to any Receivable:

                    (xvi)  all of the Transferor's interest, if any, in
     the merchandise (including returned merchandise), if any, the sale
     of which by the Transferor gave rise to such Receivable;

                    (xvii)  all other security interests or liens and
     property subject thereto from time to time, if any, purporting to
     secure payment of such Receivable, whether pursuant to the
     Contract related to such Receivable or otherwise, together with
     all financing statements signed by an Obligor describing any
     collateral securing such Receivable;

                    (xviii)  all guarantees, insurance or other
     agreements or arrangements of any kind from time to time
     supporting or securing payment of such Receivable whether pursuant
     to the Contract related to such Receivable or otherwise; and

                    (xix)  all Records.

          "Section 8.2 Costs" has the meaning specified in Section
8.2(d).

          "Servicing Fee"  shall mean the fee payable by the Company to
the Collection Agent, with respect to a Tranche, in an amount equal to
0.75% per annum on the amount of the Net Investment allocated to such
Tranche pursuant to Section 2.3.  Such fee shall accrue from the date
of the initial purchase of an ownership interest in the Receivables to
the later of the Termination Date or the date on which the Net
Investment is reduced to zero.  On or prior to the Termination Date
such fee shall be payable only from Collections pursuant to, and
subject to the priority of payments set forth in, Section 2.5.  After
the Termination Date such fee shall be payable only from Collections
pursuant to, and subject to the priority of payments set forth in,
Section 2.6.

          "Servicing Fee Reserve" means at any time the sum of (i) the
Servicing Fee for all outstanding Tranches and (ii) an amount equal to
the product of (A) the Net Investment at such time, and (B) the
Servicing Fee percentage and (C) a fraction having as the numerator,
the sum of the Estimated Maturity Period and the Collection Delay and
as the denominator, 360.

          "Standard & Poor's" or "S&P" means Standard & Poor's Ratings
Group.

          "Subsidiary" of a Person means any corporation more than 50%
of the outstanding voting securities of which shall at any time be
owned or controlled, directly or indirectly, by such Person or by one
or more Subsidiaries of such Person or any similar business
organization which is so owned or controlled.

          "Termination Date" means the earliest of (i) that Business
Day designated by the Transferor to the Company as the Termination Date
at any time following 60 days' written notice to the Company, (ii) the
date of termination of the commitment of the Liquidity Provider under
the Liquidity Provider Agreement, (iii) the date of termination of the
commitment of the Credit Support Provider under the Credit Support
Agreement, (iv) the day on which a Termination Event occurs pursuant to
Section 7.1, or (v) October 30, 1995.

          "Termination Event" means an event described in Section 7.1.

          "Tranche" means a portion of the Net Investment allocated to
a Tranche Period pursuant to Section 2.3.

          "Tranche Period" means a CP Tranche Period, a BR Tranche
Period, a CD Tranche Period or a Eurodollar Tranche Period.

          "Tranche Rate" means the CP Rate, the Base Rate, the CD Rate
or the Eurodollar Rate.

          "Transaction Costs" has the meaning specified in Section
8.3(a).

          "Transfer" means a conveyance, transfer and assignment by the
Transferor to the  Company of an undivided percentage ownership
interest in Receivables hereunder.

          "Transfer Certificate" has the meaning given to it in Section
2.2(a).

          "Transfer Date" means, with respect to each Transfer, the
Business Day on which such Transfer is made.

          "Transfer Price" means with respect to any Incremental
Transfer, the amount paid to the Transferor by the Company as described
in the Transfer Certificate.

          "Transferred Interest" means, at any time of determination,
an undivided percentage ownership interest in (i) each and every then
outstanding Receivable, (ii) all Related Security with respect to each
such Receivable, (iii) all Collections with respect thereto, and (iv)
other Proceeds of the foregoing, equal to the Percentage Factor at such
time, and only at such time (without regard to prior calculations).
The Transferred Interest in each Receivable, together with Related
Security and Collections with respect thereto, shall at all times be
equal to the Transferred Interest in each other Receivable, together
with Related Security and Collections.  To the extent that the
Transferred Interest shall decrease as a result of a recalculation of
the Percentage Factor, the Company shall be considered to have
reconveyed to the Transferor an undivided percentage ownership interest
in each Receivable, together with Related Security and Collections, in
an amount equal to such decrease such that in each case the Transferred
Interest in each Receivable shall be equal to the Transferred Interest
in each other Receivable.

          "UCC" means, with respect to any state, the Uniform
Commercial Code as from time to time in effect in such state.

          "Unused Facility Fee" means the fee payable by the Transferor
to the Company pursuant to Section 2.7 hereof, the terms of which are
set forth in the Fee Letter.

          SECTION 1.2.  Other Terms.  All accounting terms not
specifically defined herein shall be construed in accordance with
generally accepted accounting principles.  All terms used in Article 9
of the UCC in the State of New York, and not specifically defined
herein, are used herein as defined in such Article 9.

          SECTION 1.3.  Computation of Time Periods.  Unless otherwise
stated in this Agreement, in the computation of a period of time from a
specified date to a later specified date, the word "from" means "from
and including" and the words "to" and "until" each means "to but
excluding."

                              ARTICLE II
                                   
                       PURCHASES AND SETTLEMENTS
                                   
                    
          SECTION 2.1.   Upon the terms and subject to the conditions
herein set forth the Transferor may, at its option, convey, transfer
and assign to the Company, and the Company shall accept such
conveyance, transfer and assignment from the Transferor, without
recourse except as provided herein, undivided percentage ownership
interests in the Receivables, together with Related Security and
Collections with respect thereto, from time to time.

          SECTION 2.2.   Transfers; Company Certificate; Eligible
Receivables  (a) Incremental Transfers.  Upon the terms and subject to
the conditions herein set forth the Transferor may, at its option,
convey, transfer and assign to the Company, and the Company shall
accept such conveyance, transfer and assignment from the Transferor,
without recourse except as provided herein, undivided percentage
ownership interests in the Receivables, together with Related Security
and Collections with respect thereto (each, an "Incremental Transfer")
from time to time prior to the Termination Date for an aggregate
Transfer Price not to exceed the Maximum Net Investment.  The
Transferor shall by notice given by telefax offer to convey, transfer
and assign to the Company undivided percentage ownership interests in
the Receivables at least three (3) Business Days prior to the proposed
date of transfer.  Each such notice shall specify the desired Transfer
Price (which shall be at least $5,000,000 or integral multiples of
$1,000,000 in excess thereof) and the desired date of such Incremental
Transfer, together with the desired Tranche Period (or range) related
thereto as required by Section 2.3.  The Company shall accept such
offer to convey, transfer and assign undivided percentage ownership
interests by notice given to the Transferor by telephone or telefax.
Each notice of proposed Transfer shall be irrevocable and binding on
the Transferor and the Transferor shall indemnify the Company against
any loss or expense incurred by the Company, either directly or through
the Liquidity Provider Agreement as a result of any failure by the
Transferor to complete such Incremental Transfer including, without
limitation, any loss (including loss of anticipated profits) or expense
incurred by the Company, either directly or pursuant to the Liquidity
Provider Agreement, by reason of the liquidation or reemployment of
funds acquired by the Company or the Liquidity Provider (including,
without limitation, funds obtained by issuing commercial paper or
promissory notes or obtaining deposits or loans from third parties) for
the Company to fund such Incremental Transfer.  Notwithstanding any
other provision hereof, the Company shall have no obligation to accept
any Transfer if it is unable to obtain funds therefor in the commercial
paper market or under the Liquidity Provider Agreement.

          On the date of the initial Incremental Transfer, the Company
shall deliver written confirmation to the Transferor of the Transfer
Price, the Tranche Period(s) and the Tranche Rate(s) relating to such
Transfer and the Transferor shall deliver to the Company the Transfer
Certificate in the form of Exhibit F hereto (the "Transfer
Certificate").  The Company shall indicate the amount of the initial
Incremental Transfer together with the date thereof on the grid
attached to the Transfer Certificate.  On the date of each subsequent
Incremental Transfer, the Company shall send written confirmation to
the Transferor of the Transfer Price, the Tranche Period(s), the
Transfer Date and the Tranche Rate(s) applicable to such Incremental
Transfer.  The Company shall indicate the amount of the Incremental
Transfer together with the date thereof as well as any decrease in the
Net Investment on the grid attached to the Transfer Certificate.  The
Transfer Certificate shall evidence the Incremental Transfers.
Following each Incremental Transfer, the Company shall deposit to the
Transferor's account at the location indicated in Section 9.3, in
immediately available funds, an amount equal to the Transfer Price for
such Incremental Transfer.

               (b)  Reinvestment Transfers.  On each Business Day
occurring after the initial Incremental Transfer hereunder and prior to
the Termination Date, the Transferor hereby agrees to convey, transfer
and assign to the Company, and in consideration of Transferor's
agreement to maintain at all times prior to the Termination Date a Net
Receivables Balance in an amount at least sufficient to maintain the
Percentage Factor at an amount not greater than the Maximum Percentage
Factor, the Company hereby agrees to purchase from the Transferor
undivided percentage ownership interests in each and every Receivable,
together with Related Security and Collections with respect thereto, to
the extent that Collections are available for such Transfer in
accordance with Section 2.5, such that after giving effect to such
Transfer, (i) the amount of the Company's Net Investment at the close
of the Company's business on such Business Day shall be equal to the
amount of the Company's Net Investment at the close of the Company's
business on the Business Day immediately preceding such Business Day
plus the Transfer Price of any Incremental Transfer made on such day,
if any, and (ii) the Company's Transferred Interest in each Receivable,
together with Related Security and Collections with respect thereto,
shall be equal to its Transferred Interest in each other Receivable,
together with Related Security and Collections with respect thereto.

               (c)  All Transfers.  Each Transfer shall constitute a
purchase of undivided percentage ownership interests in each and every
Receivable, together with Related Security and Collections with respect
thereto, then existing, as well as in each and every Receivable,
together with Related Security and Collections with respect thereto,
which arises at any time after the date of such Transfer but prior to
the date on which the Net Investment shall become zero and all amounts
due hereunder from the Transferor shall be paid in full.  The Company's
aggregate undivided percentage ownership interest in the Receivables,
together with Related Security and Collections with respect thereto,
shall equal the Percentage Factor in effect from time to time.

               (d)  Company Certificate.  The Transferor shall issue to
the Company the Company Certificate, in the form of Exhibit M, on or
prior to the date hereof.

               (e)  Percentage Factor.  The Percentage Factor shall be
initially computed as of the opening of business of the Collection
Agent on the date of the initial Incremental Transfer hereunder.
Thereafter until the Termination Date, the Percentage Factor shall be
automatically recomputed as of the close of business of the Collection
Agent on each day (other than a day after the Termination Date).  The
Percentage Factor shall remain constant from the time as of which any
such computation or recomputation is made until the time as of which
the next such recomputation, if any, shall be made.  The Percentage
Factor, as computed as of the day immediately preceding the Termination
Date, shall remain constant at all times on and after such Termination
Date until the date on which the Net Investment shall become zero.

          SECTION 2.3.  Selection of Tranche Periods and Tranche Rates.

               (a)  At all times hereafter, but prior to the occurrence
of a Termination Event, the Transferor shall, subject to the Company's
approval and the limitations described below, request Tranche Periods
and allocate a portion of the Net Investment to each selected Tranche
Period, so that the aggregate amounts allocated to outstanding Tranche
Periods at all times shall equal the Net Investment.  The Transferor
shall give the Company irrevocable notice by telephone of the new
requested Tranche Period(s) at least three (3) Business Days prior to
the expiration of any then existing Tranche Period; provided, however,
that the Company may select, in its sole discretion, any such new
Tranche Period if (i) the Transferor fails to provide such notice on a
timely basis or (ii) the Company determines, in its sole discretion,
that the Tranche Period requested by the Transferor is unavailable or
for any reason commercially undesirable.  The Company confirms that it
is its intention to allocate all or substantially all of the Net
Investment to one or more CP Tranche Periods; provided that the Company
may determine, from time to time, in its sole discretion, that funding
such Net Investment by means of one or more CP Tranche Periods is not
desirable for any reason.  If the Liquidity Provider acquires a
Purchased Interest with respect to the Receivables pursuant to the
terms of the Liquidity Provider Agreement, the Liquidity Provider may
exercise the right of selection granted to the Company hereby.  The
Tranche Rate applicable to any such Purchased Interest shall be
selected by the Liquidity Provider and shall be any of the BR Rate, the
CD Rate or the Eurodollar Rate (in each case as defined herein).  In
the case of any Tranche Period outstanding upon the occurrence of a
Termination Event, such Tranche Period shall end on the date of such
occurrence.

               (b)  At all times on and after the occurrence of a
Termination Event, the Company or the Liquidity Provider, as
applicable, shall select all Tranche Periods and Tranche Rates
applicable thereto.

          SECTION 2.4.  Discount, Fees and Other Costs and Expenses.
Notwithstanding the limitation on recourse under Section 2.1, the
Transferor shall pay, as and when due in accordance with this
Agreement, all fees hereunder, Discount, all amounts payable pursuant
to Article VIII hereof, if any, and the Servicing Fee.  On the last day
of each Tranche Period the Transferor shall pay to the Company an
amount equal to the discount accrued on the Company's Commercial Paper
notes to the extent such notes were issued in order to fund the
Transferred Interest in an amount in excess of the Transfer Price of an
Incremental Transfer.  The Transferor shall pay to the Company, on each
day on which Commercial Paper is issued by the Company, the Dealer Fee.
Discount shall accrue with respect to each Tranche on each day
occurring during the Tranche Period related thereto.  Nothing in this
Agreement shall limit in any way the obligations of the Transferor to
pay the amounts set forth in this Section 2.4.

          SECTION 2.5.  Non-Liquidation Settlement and Reinvestment
Procedures.  On each day after the date of any Incremental Transfer but
prior to the Termination Date and provided that no Potential
Termination Event shall have occurred and be continuing, the Collection
Agent shall out of the Percentage Factor of Collections received on or
prior to such day and not previously applied or accounted for:  (i) set
aside and hold in trust for the Company (or deposit into the Collection
Account if so required pursuant to Section 2.12) an amount equal to all
Discount and the Servicing Fee accrued through such day and not so
previously set aside or paid and (ii) apply the balance of such
Percentage Factor of Collections remaining after application of
Collections as provided in clause (i) of this Section 2.5 to the
Transferor, for the benefit of the Company to the purchase of
additional undivided percentage interests in each Receivable pursuant
to Section 2.2(b).  On the last day of each Tranche Period, from the
amounts set aside as described in clause (i) of the first sentence of
this Section 2.5, the Collection Agent shall deposit to the Company's
account, an amount equal to the accrued and unpaid Discount for such
Tranche Period and shall deposit to its account an amount equal to the
accrued and unpaid Servicing Fee for such Tranche Period.  As provided
in Section 6.2(b), the Collection Agent shall remit to the Transferor,
as soon as practicable after receipt, such portion of Collections not
allocated to the Company.

          SECTION 2.6.  Liquidation Settlement Procedures.  If on the
Termination Date, the Percentage Factor is greater than the Maximum
Percentage Factor, then the Transferor shall immediately pay to the
Company from previously received Collections, an amount equal to the
amount such that, when applied in reduction of the Net Investment, will
result in a Percentage Factor less than or equal to the Maximum
Percentage Factor.  Such amount shall be applied by the Company to the
reduction of the Net Investment of Tranche Periods selected by the
Company.  On the Termination Date and on each day thereafter, and on
each day on which a Potential Termination Event has occurred and is
continuing, the Collection Agent shall set aside and hold in trust for
the Company (or deposit into the Collection Account if so required
pursuant to Section 2.12) the Percentage Factor of all Collections
received on such day.  On the Termination Date or the day on which a
Potential Termination Event occurs, the Collection Agent shall deposit
to the Company's account any remaining amounts set aside pursuant to
Section 2.5(i) above.  On the last day of each Tranche Period to occur
on or after the Termination Date or during the continuance of a
Potential Termination Event, the Collection Agent shall deposit to the
Company's account, the amounts set aside pursuant to the preceding
sentence, together with any remaining amounts set aside pursuant to
Section 2.5(i) prior to the Termination Date or the day on which a
Potential Termination Event occurs but not to exceed the sum of (i) the
accrued Discount for such Tranche Period, (ii) the portion of the Net
Investment allocated to such Tranche Period, and (iii) the aggregate of
all other amounts then owed (whether due or accrued) hereunder by
Transferor to the Company.  On such day, the Collection Agent shall
deposit to its account, from the amounts set aside pursuant to the
preceding sentence which remain after payment in full of the
aforementioned amounts, the accrued Servicing Fee for such Tranche
Period.  If there shall be insufficient funds on deposit for the
Collection Agent to distribute funds in payment in full of the
aforementioned amounts, the Collection Agent shall distribute funds
first, in payment of the accrued Discount, second, in payment of all
fees and expenses payable to the Company hereunder, third, if the
Transferor is not the Collection Agent, to the Collection Agent's
account, in payment of the Servicing Fee payable to the Collection
Agent, fourth, in reduction of the Net Investment allocated to such
Tranche Period, fifth, in payment of all other amounts payable to the
Company and sixth, if the Transferor is the Collection Agent, to its
account as Collection Agent, in payment of the Servicing Fee payable to
the Transferor as Collection Agent.  Following the date on which the
Net Investment has been reduced to zero, all accrued Discount and
Servicing Fees have been paid in full and all other Aggregate Unpaids
have been paid in full, (i) the Collection Agent shall recompute the
Percentage Factor, (ii) the Company shall be considered to have
reconveyed to the Transferor any interest in the Receivables (including
the Transferred Interest), (iii) the Collection Agent shall pay to
Transferor any remaining Collections set aside and held by the
Collection Agent pursuant to the second sentence of this Section 2.6
and (iv) the Company shall execute and deliver to the Transferor, at
the Transferor's expense, such documents or instruments as are
necessary to terminate the Company's interest in the Receivables.  Any
such documents shall be prepared by or on behalf of the Transferor.

          SECTION 2.7.  Fees.  Notwithstanding any limitation on
recourse contained in this Agreement, the Transferor shall pay the
following non-refundable fees:

               (a)  On the last day of each calendar month, to the
Company, the Program Fee and the Unused Facility Fee.

               (b)  On the date of execution hereof, to the
Administrative Agent, the Arrangement Fee.

          SECTION 2.8.  Protection of Ownership Interest of the
Company. (a) The Transferor agrees that from time to time, at its
expense, it will promptly execute and deliver all instruments and
documents and take all actions as may be necessary or as the Company
may reasonably request in order to perfect or protect the Transferred
Interest or as are necessary to enable the Company to exercise or
enforce any of its rights hereunder.  Without limiting the foregoing,
the Transferor will, upon the request of the Company, in order to
accurately reflect this purchase and sale transaction, execute and file
such financing or continuation statements or amendments thereto or
assignments thereof (as permitted pursuant to Section 9.6 hereof) as
may be requested by the Company and mark its master data processing
records and other documents with a legend describing the purchase by
the Company of the Transferred Interest.  The Transferor shall, upon
request of the Company, obtain such additional search reports as the
Company shall request.  To the fullest extent permitted by applicable
law, the Company shall be permitted to sign and file continuation
statements and amendments thereto and assignments thereof without the
Transferor's signature.  Carbon, photographic or other reproduction of
this Agreement or any financing statement shall be sufficient as a
financing statement.  The Transferor shall neither change its name,
identity or corporate structure (within the meaning of Section 9-402(7)
of the UCC as in effect in the States of New York and Illinois) nor
relocate its chief executive office or any office where Records are
kept unless it shall have:  (i) given the Company at least thirty (30)
days prior notice thereof and (ii) prepared at Transferor's expense and
delivered to the Company all financing statements, instruments and
other documents necessary to preserve and protect the Transferred
Interest or requested by the Company in connection with such change or
relocation.  Any filings under the UCC or otherwise that are occasioned
by such change in name or location shall be made at the expense of
Transferor.

               (b)  The Collection Agent shall instruct all Obligors to
cause all Collections to be deposited directly with a Lock-Box Bank.
Any Lock-Box Account maintained by a Lock-Box Bank pursuant to the
related Lock-Box Agreement shall be under the ownership and control of
the Collateral Agent.  The Collection Agent shall be permitted to give
instructions to the Lock-Box Banks for so long as either a Collection
Agent default or any other Termination Event has not occurred
hereunder.  The Collection Agent shall not add any bank as a Lock-Box
Bank to those listed on Exhibit C unless such bank has entered into a
Lock-Box Agreement.  The Collection Agent shall not terminate any bank
as a Lock-Box Bank unless the Administrative Agent shall have received
fifteen (15) days' prior notice of such termination.  If the Transferor
or the Collection Agent receives any Collections or the Transferor is
deemed to receive any Collections pursuant to Section 2.9, the
Transferor or the Collection Agent, as applicable, shall immediately,
but in any event within forty-eight (48) hours of receipt, remit such
Collections to a Lock-Box Account.  Notwithstanding anything in this
Agreement to the contrary, until November 15, 1994 The Northern Trust
Company shall be considered a Lock-Box Bank and the lock-box account
maintained by the Transferor at such bank shall be considered a Lock-
Box Account, in each case notwithstanding that no Lock-Box Agreement
shall be in effect with respect to the lock-box account maintained at
such bank, provided that after such date The Northern Trust Company
shall not be considered a Lock-Box Bank and the lock-box account
maintained by the Transferor at such bank shall not be considered a
Lock-Box Account unless on or prior to November 15, 1994, the
Transferor shall have delivered to the Collateral Agent a Lock-Box
Agreement with respect to the lock-box account maintained by the
Transferor at such bank.

          SECTION 2.9.  Deemed Collections; Application of Payments.
(a) If on any day the Outstanding Balance of a Receivable is either (x)
reduced as a result of any defective, rejected or returned goods or
services, any cash discount, credit, rebate, allowance or other
dilution factor, any billing adjustment or other adjustment, or (y)
reduced or canceled as a result of a setoff or offset in respect of any
claim by any Person (whether such claim arises out of the same or a
related transaction or an unrelated transaction), the Transferor shall
be deemed to have received on such day a collection of such Receivable
in the amount of such reduction or cancellation and the Transferor
shall pay to the Collection Agent an amount equal to such reduction or
cancellation and such amount shall be applied by the Collection Agent
as a Collection in accordance with Section 2.5 or 2.6, as applicable.
The Net Investment shall be reduced by the amount of such payment
actually received by the Company.

               (b)  If on any day any of the representations or
warranties in Article III is no longer true with respect to a
Receivable, the Transferor shall be deemed to have received on such day
a Collection of such Receivable in full and the Transferor shall on
such day pay to the Collection Agent an amount equal to the aggregate
Percentage Factor of the Outstanding Balance of such Receivable and
such amount shall be allocated to the Company and applied by the
Collection Agent as a Collection allocable to the Transferred Interest
in accordance with Section 2.5 or 2.6, as applicable.  The Net
Investment shall be reduced by the amount of such payment actually
received by the Company.

               (c)  Any payment by an Obligor in respect of any
indebtedness owed by it to the Transferor shall, except as otherwise
specified by such Obligor or otherwise required by contract or law and
unless otherwise instructed by the Company, be applied as a Collection
of any Receivable of such Obligor included in the Transferred Interest
(starting with the oldest such Receivable) to the extent of any amounts
then due and payable thereunder before being applied to any other
receivable or other indebtedness of such Obligor.

               (d)  If on any day any Receivable owed by Phosphate
Chemicals Export Association, Inc. is determined to be either a
Delinquent Receivable or a Defaulted Receivable, the Transferor shall
within two (2) Business Days thereafter pay to the Collection Agent an
amount equal to the aggregate Percentage Factor of the Outstanding
Balance of such Receivable and such amount shall be allocated to the
Company and applied by the Collection Agent as a Collection allocable
to the Transferred Interest in accordance with Section 2.5 or 2.6, as
applicable.  The Net Investment shall be reduced by the amount of such
payment actually received by the Company.
          SECTION 2.10.  Payments and Computations, Etc.  All amounts
to be paid or deposited by the Transferor or the Collection Agent
hereunder shall be paid or deposited in accordance with the terms
hereof no later than 1:00 p.m. (New York City time) on the day when due
in immediately available funds; if such amounts are payable to the
Company they shall be paid or deposited in the account indicated on the
signature page hereof, until otherwise notified by the Company.  The
Transferor shall, to the extent permitted by law, pay to the Company
upon demand, interest on all amounts not paid or deposited when due to
the Company hereunder at a rate equal to 2% per annum plus the Base
Rate.  All computations of discount, interest and all per annum fees
hereunder shall be made on the basis of a year of 360 days for the
actual number of days (including the first but excluding the last day)
elapsed.  Any computations of amounts payable by the Transferor
hereunder to the Company, the Liquidity Provider or the Credit Support
Provider shall be binding absent manifest error.
          SECTION 2.11.  Reports.  Prior to the fifteenth day of each
month, the Collection Agent shall prepare and forward to the
Administrative Agent (i) an Investor Report as of the end of the last
day of the immediately preceding month, (ii) if requested by the
Company or the Administrative Agent, a listing by Obligor of all
Receivables together with an aging of such Receivables and (iii) such
other information as the Company or the Administrative Agent may
reasonably request.

          SECTION 2.12.  Collection Account.  There shall be
established on the day of the initial Incremental Transfer hereunder
and maintained, for the benefit of the Company, with the Collateral
Agent, a segregated account (the "Collection Account"), bearing a
designation clearly indicating that the funds deposited therein are
held for the benefit of the Company.  The Collection Agent shall remit
daily within forty-eight hours of receipt to the Collection Account all
Collections received with respect to any Receivables; provided,
however, the Collection Agent shall be permitted to make payments to
the Company on the last day of each Tranche Period instead of
depositing funds into the Collection Account on a daily basis for so
long as, and only for so long as no Collection Agent default and no
other Termination Event has occurred hereunder.  Funds on deposit in
the Collection Account (other than investment earnings) shall be
invested by the Collateral Agent in Eligible Investments that will
mature so that such funds will be available prior to the last day of
each successive Tranche Period following such investment.  On the last
day of each calendar month, all interest and earnings (net of losses
and investment expenses) on funds on deposit in the Collection Account
shall be retained in the Collection Account and be available to make
any payments required to be made hereunder (including Discount) to the
Company.  On the date on which the Net Investment is zero and all
amounts payable hereunder have been paid to the Company, any funds
remaining on deposit in the Collection Account shall be paid to the
Transferor.
               ARTICLE IIIREPRESENTATIONS AND WARRANTIES
                                   

          SECTION 3.1.  Representations and Warranties of the
Transferor.  The Transferor represents and warrants to the Company
that:

               (a)  Existence and Power.  The Transferor is a general
partnership formed and validly existing under the laws of the State of
Delaware and has all power and all material governmental licenses,
authorizations, consents and approvals required to carry on its
business in each jurisdiction in which its business is now conducted
where the failure to have such governmental licenses, authorizations,
consents and approvals would have a material adverse effect on (i) the
Transferor's business or properties, (ii) the Transferor's ability to
perform its obligations hereunder or (iii) the Company's interest in
the Receivables.

               (b)  Authorization; Contravention.  The execution,
delivery and performance by the Transferor of this Agreement, the Fee
Letter, the Company Certificate and the Transfer Certificate are within
the Transferor's partnership powers, have been duly authorized by all
necessary action, require no action by or in respect of, or filing
with, any governmental body, agency or official (except as contemplated
by Section 2.8), and do not contravene, or constitute a default under,
any provision of applicable law or regulation or of the partnership
agreement of the Transferor or of any agreement, judgment, injunction,
order, decree or other instrument binding upon the Transferor or result
in the creation or imposition of any lien on assets of the Transferor
or any of its Subsidiaries (except as contemplated by Section 2.8).

               (c)  Binding Effect.  Each of this Agreement, the Fee
Letter and the Company Certificate constitutes and the Transfer
Certificate upon payment by the Company of the Transfer Price set forth
therein will constitute the legal, valid and binding obligation of the
Transferor, enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency, moratorium or other similar laws
affecting the rights of creditors.

               (d)  Perfection.  Immediately preceding each Transfer
hereunder, the Transferor shall be the owner of all of the Receivables,
free and clear of all liens, encumbrances, security interests,
preferences or other security arrangement of any kind or nature
whatsoever.  On or prior to each Transfer and each recomputation of the
Transferred Interest, all financing statements and other documents
required to be recorded or filed in order to perfect and protect the
Transferred Interest against all creditors of and purchasers from the
Transferor will have been duly filed in each filing office necessary
for such purpose and all filing fees and taxes, if any, payable in
connection with such filings shall have been paid in full.

               (e)  Accuracy of Information.  All information
heretofore furnished by the Transferor (including without limitation,
the Investor Reports, any reports delivered pursuant to Section 2.11
and the Transferor's financial statements) to the Company or the
Administrative Agent for purposes of or in connection with this
Agreement or any transaction contemplated hereby is, and all such
information hereafter furnished by the Transferor to the Company or the
Administrative Agent will be, true and accurate in every material
respect, on the date such information is stated or certified.

               (f)  Tax Status.  The Transferor has filed all tax
returns (federal, state and local) required to be filed and has paid or
made adequate provision for the payment of all taxes, assessments and
other governmental charges.

               (g)  Action, Suits.  Except as set forth in Exhibit H,
there are no actions, suits or proceedings pending or, to the knowledge
of the Transferor, threatened, against or affecting the Transferor or
any Affiliate of the Transferor or their respective properties, in or
before any court, arbitrator or other body, which may materially
adversely affect the financial condition of the Transferor and its
Subsidiaries taken as a whole or materially adversely affect the
ability of Transferor to perform its obligations under this Agreement.

               (h)  Place of Business.  The chief place of business and
chief executive office of the Transferor and the offices where the
Transferor keeps all its Records relating to the Receivables are
located at the address of the Transferor indicated in Section 9.3
hereof or such other locations notified to the Company in accordance
with Section 2.8 in jurisdictions where all action required by Section
2.8 has been taken and completed.

               (i)  Good Title.  Upon each Transfer and each
recomputation of the Transferred Interest, the Company shall acquire a
valid and perfected first priority undivided percentage ownership
interest to the extent of the Transferred Interest or a first priority
perfected security interest in each Receivable that exists on the date
of such Transfer and recomputation and in the Related Security and
Collections with respect thereto free and clear of any Adverse Claim.

               (j)  Tradenames, Etc.  As of the date hereof: (i) the
Transferor has no subsidiaries or divisions; and (ii) the Transferor
has, since formation, not operated under any tradenames, and, since
formation, has not changed its name, merged with or into or
consolidated with any other corporation or been the subject of any
proceeding under Title 11, United States Code (Bankruptcy).

               (k)  Nature of Receivables.  Each Receivable is an
Eligible Receivable and an "eligible asset" as defined in Rule 3a-7
under the Investment Company Act, of 1940, as amended.

               (l)  Coverage Requirement; Amount of Receivables.  The
Percentage Factor does not exceed the Maximum Percentage Factor.  As of
October 28, 1994, the aggregate Outstanding Balance of the Receivables
in existence was $75,755,807 and the Net Receivable Balance was
$54,379,444.

               (m)  Credit and Collection Policy.  Since September 1,
1994, there have been no material changes in the Credit and Collection
Policy; since such date, the Collection Period of the Receivables has
not been greater than 35 days.

               (n)  Collections and Servicing.  Since June 30, 1994,
there has been no material adverse change in the ability of the
Transferor to service and collect the Receivables.

               (o)  No Termination Event.  No event has occurred and is
continuing and no condition exists which constitutes a Termination
Event or a Potential Termination Event.

               (p)  Not an Investment Company.  The Transferor is not
an "investment company" within the meaning of the Investment Company
Act of 1940, as amended, or is exempt from all provisions of such Act.

               (q)  ERISA.  The Transferor is in compliance in all
material respects with ERISA and no lien in favor of the Pension
Benefit Guaranty Corporation on any of the Receivables shall exist.

               (r)  Lock-Box Accounts.  The names and addresses of all
the Lock-Box Banks, together with the account numbers of the Lock-Box
Accounts at such Lock-Box Banks, are specified in Exhibit C hereto (or
at such other Lock-Box Banks and/or with such other Lock-Box Accounts
as have been notified to the Collateral Agent and for which Lock-Box
Agreements have been executed in accordance with Section 2.8(b) and
delivered to the Collection Agent).  All Obligors have been instructed
to make payment to a Lock-Box Account and only Collections are
deposited into the Lock-Box Accounts.

          Any document, instrument, certificate or notice delivered to
the Company hereunder shall be deemed a representation and warranty by
the Transferor.

          SECTION 3.2.  Reaffirmation of Representations and Warranties
by the Transferor.  On each day that a Transfer is made hereunder, the
Transferor, by accepting the proceeds of such Transfer, whether
delivered to the Transferor pursuant to Section 2.2(a) or Section 2.5,
shall be deemed to have certified that all representations and
warranties described in Section 3.1 are correct on and as of such day
as though made on and as of such day.  Each Incremental Transfer shall
be subject to the further condition precedent that prior to the date of
such Transfer, the Collection Agent shall have delivered to the
Collateral Agent, in form and substance satisfactory to the
Administrative Agent, a completed Investor Report dated within fourteen
(14) days prior to the date of such Incremental Transfer, together with
a listing by Obligor, if requested, and such additional information as
may be reasonably requested by the Administrative Agent; and the
Transferor shall be deemed to have represented and warranted that such
conditions precedent have been satisfied.
                    ARTICLE IVCONDITIONS PRECEDENT

          SECTION 4.1.  Conditions to Closing.  On or prior to the date
of execution hereof, the Transferor shall deliver to the Company the
following documents, instruments and fees all of which shall be in a
form and substance acceptable to the Company:

               (a)  A copy of the Resolutions of the Board of Directors
of IMC-Agrico MP, Inc., a Delaware corporation, the managing general
partner of the Transferor (the "Managing Partner") certified by its
Secretary approving the Agreement and the other documents to be
delivered by the Transferor hereunder.

               (b)  The partnership agreement of the Transferor, the
Registration of Tradenames Partnerships and Associations of the
Transferor, the Certificate of Incorporation of the Managing Partner
certified by the Secretary of State or other similar official of
Delaware and the By-laws of the Managing Partner certified by the
secretary of the Managing Partner.

               (c)  A Good Standing Certificate for the Managing
Partner issued by the Secretary of State or a similar official of
Delaware and certificates of qualification as a foreign corporation
issued by the Secretaries of State or other similar officials of each
jurisdiction when such qualification is material to the transactions
contemplated by this Agreement.

               (d)  A Certificate of the Secretary of the Managing
Partner certifying the names and signatures of the officers authorized
on its behalf to execute this Agreement, the Company Certificate, the
Transfer Certificate, the Fee Letter and any other documents to be
delivered by it hereunder (on which certificates the Company may
conclusively rely until such time as the Company shall receive from the
Transferor a revised certificate meeting the requirements of this
clause (d)(i)).

               (e)  Copies of proper financing statements (Form UCC-1),
dated a date reasonably near to the date of the initial Incremental
Transfer naming the Transferor as the debtor in favor of the Company
and showing the Collateral Agent as assignee of the secured party or
other similar instruments or documents as may be necessary or in the
reasonable opinion of the Company desirable under the UCC of all
appropriate jurisdictions or any comparable law to perfect the
Company's ownership interest in all Receivables.

               (f)  Copies of proper financing statements (Form UCC-3),
if any, necessary to terminate all security interests and other rights
of any person in Receivables previously granted by Transferor.

               (g)  Certified copies of requests for information or
copies (Form UCC-11) (or a similar search report certified by parties
acceptable to the Company) dated a date reasonably near the date of the
initial Incremental Transfer listing all effective financing statements
which name the Transferor (under its present name and any previous
name) as debtor and which are filed in jurisdictions in which the
filings were made pursuant to item (e) above together with copies of
such financing statements (none of which shall cover any Receivables or
Contracts).

               (h)  Executed copies of the Lock-Box Agreements.

               (i)  Opinions of (i) Kaye, Scholer, Fierman, Hays and
Handler, special counsel to the Transferor, covering certain of the
matters set forth in Exhibit K hereto and certain bankruptcy matters,
in each case in form and substance acceptable to the Administrative
Agent and (ii) Marschall I. Smith, Esq., Vice President and General
Counsel of IMC Global Inc., as to certain of the matters set forth in
Exhibit K hereto, in form and substance acceptable to the
Administrative Agent.

               (j)  A computer tape setting forth all Receivables and
the Outstanding Balances thereon and such other information as the
Company may reasonably request.

               (k)  An executed copy of the Fee Letter.

               (l)  The Transfer Certificate, duly executed by the
Transferor.

               (m)  The Company Certificate, duly executed by the
Transferor and appropriately completed.

               (n)  The Arrangement Fee in accordance with Section
2.7(b).

               (o)  An Investor Report dated September 30, 1994.

               (p)  Such other documents as the Company shall
reasonably request.

                          ARTICLE VCOVENANTS


          SECTION 5.1.  Affirmative Covenants of Transferor.  At all
times from the date hereof to the later to occur of (i) the Termination
Date or (ii) the date on which the Company's Transferred Interest shall
be equal to zero, unless the Company shall otherwise consent in
writing:

               (a)  Financial Reporting.  The Transferor will maintain,
for itself and each Subsidiary, a system of accounting established and
administered in accordance with generally accepted accounting
principles, and furnish to the Administrative Agent:

                    (i)  Annual Reporting.  Within ninety (90) days
   after the close of each of its fiscal years, audited financial
   statements, prepared in accordance with generally accepted
   accounting principles on a consolidated and consolidating basis
   (consolidating statements need not be audited by such
   accountants) for itself and its Subsidiaries (if any), including
   balance sheets as of the end of such period, related statements
   of operations, partner's equity and cash flows, accompanied by
   an unqualified audit report certified by independent certified
   public accountants, acceptable to the Administrative Agent,
   prepared in accordance with generally accepted auditing
   principles and any management letter prepared by said
   accountants.
                    
                    (ii)  Quarterly Reporting.  Within forty-five
   (45) days after the close of the first three quarterly periods
   of each of its fiscal years, for itself and its Subsidiaries (if
   any), consolidated and consolidating unaudited balance sheets as
   at the close of each such period and consolidated and
   consolidating related statements of operations, partner's equity
   and cash flows for the period from the beginning of such fiscal
   year to the end of such quarter, all certified by its chief
   financial officer.
                    
                    (iii)  Compliance Certificate.  Together with
   the financial statements required hereunder, a compliance
   certificate signed by its chief financial officer stating that
   no Termination Event or Potential Termination Event exists, or
   if any Termination Event or Potential Termination Event exists,
   stating the nature and status thereof and showing the
   computation of, and showing compliance with, each of the
   financial ratios and restrictions set forth in Section 5.3.
                    
                    (iv)  Partners Statements.  Promptly upon the
   furnishing thereof to the partners of the Transferor, copies of
   all financial statements so furnished.
                    
                    (v)  S.E.C. Filings.  Promptly upon the filing
   thereof, copies of all registration statements and annual,
   quarterly, monthly or other regular reports which the Transferor
   or any subsidiary files with the Securities and Exchange
   Commission.
                    
                    (vi)  Notice of Termination Events or Potential
   Termination Events.  As soon as possible and in any event within
   three (3) days after the occurrence of each Termination Event or
   each Potential Termination Event, a statement of the chief
   financial officer, chief accounting officer or treasurer of the
   Transferor setting forth details of such Termination Event or
   Potential Termination Event and the action which the Transferor
   proposes to take with respect thereto.
                    
                    (vii)  Change in Credit and Collection Policy.
   Within ten (10) days after the date any material change in or
   amendment to the Credit and Collection Policy is made, a copy of
   the Credit and Collection Policy then in effect indicating such
   change or amendment.
                    
                    (viii)  Credit and Collection Policy.  Upon
   request of the Administrative Agent, a complete copy of the
   Credit and Collection Policy then in effect.
                    
                    (ix)  Other Information.  Such other
   information including non-financial information) as the
   Administrative Agent may from time to time reasonably request.

               (b)  Conduct of Business.  The Transferor will, and will
cause each of its Subsidiaries to, (x) carry on and conduct its
business in substantially the same manner and in substantially the same
fields of enterprise as it is presently conducted and (y) do all things
necessary to remain validly existing as a domestic partnership in the
State of Delaware and maintain all requisite authority to conduct its
business in each jurisdiction in which its business is conducted where
the failure to maintain such authority would have a material adverse
effect on (i) the Transferor's business or properties, (ii) the
Transferor's ability to perform its obligations hereunder or (iii) the
Company's interest in the Receivables.

               (c)  Compliance with Laws.  The Transferor will, and
will cause each of its Subsidiaries to, comply with all laws, rules,
regulations, orders, writs, judgments, injunctions, decrees or awards
to which it may be subject.

               (d)  Furnishing of Information and Inspection of
Records.  The Transferor will furnish to the Company from time to time
such information with respect to the Receivables as the Company may
reasonably request, including, without limitation, listings identifying
the Obligor and the Outstanding Balance for each Receivable.  The
Transferor will at any time and from time to time during regular
business hours permit the Company, or its agents or representatives,
(i) to examine and make copies of and abstracts from all Records and
(ii) to visit the offices and properties of the Transferor for the
purpose of examining such Records, and to discuss matters relating to
Receivables or the Transferor's performance hereunder with any of the
officers, directors, employees or independent public accountants of the
Transferor having knowledge of such matters.

               (e)  Keeping of Records and Books of Account.  The
Transferor will maintain and implement administrative and operating
procedures (including, without limitation, an ability to recreate
records evidencing Receivables in the event of the destruction of the
originals thereof), and keep and maintain, all documents, books,
records and other information reasonably necessary or advisable for the
collection of all Receivables (including, without limitation, records
adequate to permit the daily identification of each new Receivable and
all Collections of and adjustments to each existing Receivable).  The
Transferor will give the Company notice of any material change in the
administrative and operating procedures referred to in the previous
sentence.

               (f)  Performance and Compliance with Receivables and
Contracts.  The Transferor, at its expense, will timely and fully
perform and comply with all material provisions, covenants and other
promises required to be observed by it under the Contracts related to
the Receivables.

               (g)  Credit and Collection Policies.  The Transferor
will comply in all material respects with the Credit and Collection
Policy in regard to each Receivable and the related Contract.

               (h)  Collections.  The Transferor shall instruct all
Obligors to cause all Collections to be deposited directly to a Lock-
Box Account.

               (i)  Collections Received.  The Transferor shall hold in
trust, and deposit or mail for deposit, immediately, but in any event
not later than forty-eight (48) hours of its receipt thereof, to a Lock-
Box Account all Collections received from time to time by the
Transferor (including without limitation all Collections deemed to have
been received by the Transferor under Section 2.9).

               (j)  Sale Treatment.  The Transferor shall report the
transactions contemplated by the Agreement on its financial statements
as a sale of the Transferred Interest to the Company.

               (k)  Certain Actions.  The Transferor shall conduct its
business and its relationships with its Affiliates in such a manner so
as to comply with the facts and assumptions set forth in paragraphs 6
through 19, inclusive, of the opinion of Kaye, Scholer, Fierman, Hays
and Handler, special counsel to the Transferor, dated the date hereof
and addressed to the Company and the Collateral Agent, covering certain
bankruptcy matters.

          SECTION 5.2.  Negative Covenants of Transferor.  During the
term of this Agreement, unless the Company shall otherwise consent in
writing:

               (a)  No Sales, Liens, Etc.  Except as otherwise provided
herein, the Transferor will not sell, assign (by operation of law or
otherwise) or otherwise dispose of, or create or suffer to exist any
Adverse Claim upon (or the filing of any financing statement) or with
respect to, any inventory or goods, the sale of which will give rise to
a Receivable, or any Receivable or related Contract, or upon or with
respect to any account which concentrates in a Lock-Box Bank to which
any Collections of any Receivable are sent, or assign any right to
receive income in respect thereof.

               (b)  No Extension or Amendment of Receivables.  Except
as otherwise permitted in Section 6.2, the Transferor will not extend,
amend or otherwise modify the terms of any Receivable, or amend, modify
or waive any term or condition of any Contract related thereto.

               (c)  No Change in Business or Credit and Collection
Policy.  The Transferor will not make any material change in the
character of its business or in the Credit and Collection Policy, which
change would, in either case, impair the collectibility of any
Receivable.

               (d)  No Mergers, Etc.  The Transferor will not (i)
consolidate or merge with or into any other Person, or (ii) sell, lease
or transfer all or substantially all of its assets to any other person.

               (e)  Change in Payment Instructions to Obligors.  The
Transferor will not add or terminate any bank as a Lock-Box Bank or any
account as a Lock-Box Account to or from those listed in Exhibit C
hereto or make any change in its instructions to Obligors regarding
payments to be made to any Lock-Box Account, unless (i) such
instructions are to deposit such payments to another existing Lock-Box
Account or (ii) the Administrative Agent shall have received written
notice of such addition, termination or change at least 30 days prior
thereto and the Administrative Agent shall have received a Lock-Box
Agreement executed by each new Lock-Box Bank or an existing Lock-Box
Bank with respect to each new Lock-Box Account, as applicable.

               (f)  Deposits to Lock-Box Accounts.  The Transferor will
not deposit or otherwise credit, or cause or permit to be so deposited
or credited, to any Lock-Box Account cash or cash proceeds other than
Collections of Receivables.

               (g)  Change of Name, Etc.  The Transferor will not
change its name, identity or structure or its chief executive office,
unless at least 10 days prior to the effective date of any such change
the Transferor delivers to the Collateral Agent (i) UCC financing
statements, executed by the Transferor, necessary to reflect such
change and to continue the perfection of the Company's ownership
interests or security interests in the Receivables and (ii) the Lock-
Box Agreements and, in the case of the Lock-Box Agreements, the Lock-
Box Banks necessary to reflect such change and to continue to enable
the Collateral Agent to exercise its rights contained in Section 2.8.

               (h)  Changes to Partnership Agreement.  The Transferor
will not amend or otherwise modify the definition of "Distributable
Cash" or the provisions relating thereto in its partnership agreement
(including, without limitation, Section 5.07 thereof) without the prior
written consent of the Company.

          SECTION 5.3.  Financial Covenants of Transferor. During the
term of this Agreement, unless the Company shall otherwise consent in
writing:

          (a)  The Transferor shall not permit Partners' Capital at any
time to be less than $1,350,000,000;

          (b)  The Transferor shall maintain, for a period of four
consecutive fiscal quarters ending as of each fiscal quarter, a ratio
of (x) EBITDA minus Capital Expenditures to (y) the sum of (i) cash
interest payable on, and amortization of debt discount in respect of,
all Indebtedness during such period plus (ii) regularly scheduled
principal amounts of all Indebtedness (including current obligations
owing under Capitalized Leases) payable during the period of the next
four consecutive fiscal quarters beginning on the day after such date
of determination, of 5.0 to 1.0 or greater; and

          (c)  The Transferor shall maintain a ratio of Current Assets
to Current Liabilities of 1.5 to 1.0 or greater.

          (d)  Capitalized terms used in this Section 5.3 (other than
"Agreement" and "Transferor") are used as defined in Exhibit G hereto.

                              ARTICLE VI
                    ADMINISTRATION AND COLLECTIONS
                                   
          SECTION 6.1.  Appointment of Collection Agent.  The
servicing, administering and collection of the Receivables shall be
conducted by such Person (the "Collection Agent") so designated from
time to time in accordance with this Section 6.1.  Until the Company
gives notice to IMC-AGRICO COMPANY of the designation of a new
Collection Agent pursuant to the succeeding sentence, IMC-AGRICO
COMPANY is hereby designated as, and hereby agrees to perform the
duties and obligations of, the Collection Agent pursuant to the terms
hereof.  The Company may, upon the occurrence of a Collection Agent
default or any Termination Event designate as Collection Agent any
Person (including itself) to succeed IMC-AGRICO COMPANY or any
successor Collection Agent, on the condition in each case that any such
Person so designated shall agree to perform the duties and obligations
of the Collection Agent pursuant to the terms hereof.  The Company may
notify any Obligor of the Transferred Interest.

          SECTION 6.2.  Duties of Collection Agent.

               (a)  The Collection Agent shall take or cause to be
taken all such action as may be necessary or advisable to collect each
Receivable from time to time, all in accordance with applicable laws,
rules and regulations, with reasonable care and diligence, and in
accordance with the Credit and Collection Policy.  Each of the
Transferor and the Company hereby appoints as its agent the Collection
Agent, from time to time designated pursuant to Section 6.1, to enforce
its respective rights and interests in and under the Receivables, the
Related Security and the Contracts.  The Collection Agent shall set
aside for the account of the Transferor and the Company their
respective allocable shares of the Collections of Receivables in
accordance with Sections 2.5 and 2.6.  The Collection Agent shall
segregate and deposit to the Company's account the Company's allocable
share of Collections of Receivables when required pursuant to Article
II hereof.  The Transferor may not extend the maturity of Receivables.
So long as no Termination Event shall have occurred and be continuing,
the Transferor may, in accordance with the Credit and Collection
Policy, adjust the Outstanding Balance of Receivables as the Transferor
may determine to be appropriate to maximize Collections thereof;
provided, however, that such adjustment shall not alter the amount of
such Receivable considered as a Delinquent Receivable or a Defaulted
Receivable.  The Transferor shall deliver to the Collection Agent and
the Collection Agent shall hold in trust for the Transferor and the
Company in accordance with their respective interests, all Records
which evidence or relate to Receivables or Related Security.
Notwithstanding anything to the contrary contained herein, the Company
shall have the absolute and unlimited right to direct the Collection
Agent (whether the Collection Agent is the Transferor or any other
Person) to commence or settle any legal action to enforce collection of
any Receivable or to foreclose upon or repossess any Related Security.

               (b)  The Collection Agent shall hold for the benefit of
the Transferor Collections received minus the Percentage Factor of such
Collections.  On the last day of each Tranche Period, the Collection
Agent shall deduct from such Collections and pay to the Company in
reduction of the Net Investment any amounts due under Section 2.9
hereof and unpaid from the Transferor and turn the remainder of such
Collections over to the Transferor.  In addition, the Collection Agent
shall, as soon as practicable following receipt thereof, turn over to
the Transferor any collections of any indebtedness of any Obligor which
is not a Receivable.  If the Transferor is not the Collection Agent,
the Collection Agent, by giving three Business Days' prior written
notice to the Company, may revise the percentage used to calculate the
Servicing Fee so long as the revised percentage will not result in a
Servicing Fee that exceeds 110% of the reasonable and appropriate out-
of-pocket costs and expenses of such Collection Agent incurred in
connection with the performance of its obligations hereunder as
documented to the reasonable satisfaction of the Company.  The
Collection Agent, if other than the Transferor, shall as soon as
practicable upon demand, deliver to the Transferor all Records in its
possession which evidence or relate to indebtedness of an Obligor which
is not a Receivable.

               (c)  On or before 90 days after the end of each fiscal
year of the Collection Agent, beginning with the fiscal year ending
June 30, 1995, the Collection Agent shall cause a firm of independent
public accountants (who may also render other services to the
Collection Agent or the Transferor) to furnish a report to the Company
to the effect that they have (i) compared the information contained in
the Investor Reports delivered during such fiscal year with the
information contained in the Contracts and the Collection Agent's
records and computer systems for such period, and that, on the basis of
such examination and comparison, such firm is of the opinion that the
information contained in the Investor Reports reconciles with the
information contained in the Contracts and the Collection Agent's
records and computer system and that the servicing of the Receivables
has been conducted in compliance with this Agreement, and (ii) verified
that the Receivables treated by the Collection Agent as Eligible
Receivables in fact satisfied the requirements of the definition
thereof contained herein, except, in each case for (a) such exceptions
as such firm shall believe to be immaterial (which exceptions need not
be enumerated) and (b) such other exceptions as shall be set forth in
such statement.

               (d)  Notwithstanding anything to the contrary contained
in this Article VI, the Collection Agent, if not the Transferor, shall
have no obligation to collect, enforce or take any other action
described in this Article VI with respect to any Receivable that is not
included in the Transferred Interest other than to deliver to the
Transferor the Collections and documents with respect to any such
Receivable as described in Section 6.2(b).

          SECTION 6.3.  Rights After Designation of New Collection
Agent.  At any time following the designation of a Collection Agent
(other than the Transferor) pursuant to Section 6.1:

                    (i)  The Company may direct that payment of all
   amounts payable under any Receivable be made directly to the
   Company or its designee.

                    (ii)  The Transferor shall, at the Company's
   request and at the Transferor's expense, give notice of the
   Company's ownership of Receivables to each Obligor and direct
   that payments be made directly to the Company or its designee.
                    
                    (iii)  The Transferor shall, at the Company's
   request, (A) assemble all of the Records, and shall make the
   same available to the Company at a place selected by the Company
   or its designee, and (B) segregate all cash, checks and other
   instruments received by it from time to time constituting
   Collections of Receivables in a manner acceptable to the Company
   and shall, promptly upon receipt, remit all such cash, checks
   and instruments, duly endorsed or with duly executed instruments
   of transfer, to the Company or its designee.
                    
                    (iv)  The Transferor hereby authorizes the
   Company to take any and all steps in the Transferor's name and
   on behalf of the Transferor necessary or desirable, in the
   determination of the Company, to collect all amounts due under
   any and all Receivables, including, without limitation,
   endorsing the Transferor's name on checks and other instruments
   representing Collections and enforcing such Receivables and the
   related Contracts.

          SECTION 6.4.  Responsibilities of the Transferor.  Anything
herein to the contrary notwithstanding, the Transferor shall (i)
perform all of its obligations under the Contracts related to the
Receivables to the same extent as if interests in such Receivables had
not been sold hereunder and the exercise by the Company of its rights
hereunder shall not relieve the Transferor from such obligations and
(ii) pay when due any taxes, including without limitation, any sales
taxes payable in connection with the Receivables and their creation and
satisfaction.  The Company shall not have any obligation or liability
with respect to any Receivable or related Contracts, nor shall it be
obligated to perform any of the obligations of the Transferor
thereunder.
                     ARTICLE VIITERMINATION EVENTS

          SECTION 7.1.  Termination Events.  The occurrence of any one
or more of the following events shall constitute a Termination Event:

               (a)  (i)  the Collection Agent shall fail to perform or
observe any term, covenant or agreement hereunder (other than as
referred to in clause (ii) of this Section 7.1(a)) and such failure
shall remain unremedied for ten (10) days after the earlier of (x) the
date on which the Company notifies the Collection Agent thereof and (y)
the date the Collection Agent knew of any such breach, or (ii) either
the Collection Agent or the Transferor shall fail to make any payment
or deposit to be made by it hereunder when due or the Collection Agent
shall fail to observe or perform any term, covenant or agreement on the
Collection Agent's part to be performed under Section 2.8(b) hereof; or

               (b)  any representation, warranty, certification or
statement made by the Transferor in this Agreement or in any other
document delivered pursuant hereto shall prove to have been incorrect
in any material respect when made or deemed made; or

               (c)  the Transferor shall default in the performance of
any payment or undertaking (other than those covered by clause (a)
above) (i) to be performed or observed under Sections 5.1(a)(vi),
5.1(a)(vii), 5.1(b)(x), 5.1(f), 5.1(g), 5.1(h), 5.1(k), 5.2(a), (c),
(d), (e), (g)(ii) or (h) or Section 5.3 or (ii) to be performed or
observed under any other provision hereof and such default in the case
of this clause (ii) shall continue for ten (10) days after the earlier
of (x) the date on which the Company notifies the Transferor thereof
and (y) the date the Transferor knew of any such default; or

               (d)  with respect to any Indebtedness in excess of
$10,000,000 in the aggregate for the Transferor or any of its
Subsidiaries, (i) the Borrower or any such Subsidiary shall (A) default
in any payment (beyond the applicable grace period with respect
thereto, if any) with respect to any such Indebtedness, or (B) default
in the observance or performance relating to such Indebtedness or
contained in any agreement or instrument evidencing, securing or
relating thereto, or any other event or condition shall occur or
condition exist, the effect of which default or other event or
condition is to cause, or permit, the holder or holders of such
Indebtedness (or trustee or agent on behalf of such holders) to cause
(determined without regard to whether any notice or lapse of time is
required), any such Indebtedness to become due prior to its stated
maturity; or (ii) any such Indebtedness shall be declared due and
payable, or required to be prepaid other than by a regularly scheduled
required prepayment, prior to the stated maturity thereof; or

               (e)  any Event of Bankruptcy shall occur with respect to
(i) the Transferor or the Collection Agent, (ii) any Subsidiary of
either the Transferor or the Collection Agent, (iii) any general
partner of the Transferor or (iv) any of Freeport McMoRan, Inc., FRP GP
Co., Freeport McMoRan Resource Partners, IMC Global Inc. or IMC
Fertilizer, Inc. or any of their successors; or

               (f)  the Company shall, for any reason, fail to have a
valid and perfected first priority security interest in the
Receivables; or

               (g)  the Transferor shall enter into any transaction or
merger whereby it is not the surviving entity; or

               (h)  there shall have occurred any material adverse
change in the operations of the Transferor or the Collection Agent
since June 30, 1994 or any other event shall have occurred which
materially affects the Transferor's or the Collection Agent's ability
to either collect the Receivables or to perform under this Agreement;
or

               (i)  the Liquidity Provider or the Credit Support
Provider shall have given notice that an event of default has occurred
and is continuing under its agreements with the Company; or

               (j)  the Commercial Paper issued by the Company shall
not be rated at least "A-2" by Standard & Poor's and at least "P-2" by
Moody's, unless such downgrading is the result of the Credit Support
Provider being downgraded; or

               (k)  the Percentage Factor exceeds the Maximum
Percentage Factor unless the Transferor reduces the Net Investment
within three Business Days, bringing the Percentage Factor to less than
or equal to 95% or the Percentage Factor equals or exceeds 100% at any
time; or

               (l)  the Dilution Ratio averaged for any three
consecutive months exceeds 3.50%; or

               (m)  the Loss to Liquidation Ratio averaged for any
three consecutive months exceeds 1.25%; or

               (n)  the Delinquency Ratio averaged for any three
consecutive months exceeds 5.0%.

          SECTION 7.2.  Termination.  (a) If a Termination Event
occurs, the Company may, by notice to the Transferor, declare all
outstanding Tranche Periods to be ended and designate the Base Rate
plus 2% to be applicable to the Net Investment.

               (b)  In addition, if any Termination Event occurs the
Company and the Collateral Agent shall have all of the rights and
remedies provided to a secured creditor or a purchaser of accounts
under the UCC by applicable law in respect thereto.
        ARTICLE VIIIINDEMNIFICATION; EXPENSES; RELATED MATTERS


          SECTION 8.1.  Indemnities by the Transferor.  Without
limiting any other rights which the Company may have hereunder or under
applicable law, the Transferor hereby agrees to indemnify the Company,
the Liquidity  Provider and the Credit Support Provider and any
permitted assigns and their respective officers, directors and
employees (collectively, "Indemnified Parties") from and against any
and all damages, losses, claims, liabilities, costs and expenses,
including reasonable attorneys' fees (which such attorneys may be
employees of the Liquidity Provider, the Credit Support Provider or the
Company) and disbursements (all of the foregoing being collectively
referred to as "Indemnified Amounts") awarded against or incurred by
any of them arising out of or as a result of this Agreement or the
ownership, either directly or indirectly, by the Company of the
Transferred Interest excluding, however, (i) Indemnified Amounts to the
extent resulting from gross negligence or willful misconduct on the
part of an Indemnified Party or (ii) recourse (except as otherwise
specifically provided in this Agreement) for uncollectible Receivables
or (iii) income or franchise taxes payable by any Indemnified Party on
amounts received under this Agreement.  Without limiting the generality
of the foregoing, the Transferor shall indemnify each Indemnified Party
for Indemnified Amounts relating to or resulting from:

                    (i)  reliance on any representation or warranty
   made by the Transferor (or any officers of the Transferor) under
   or in connection with this Agreement, any Investor Report or any
   other information or report delivered by the Transferor pursuant
   hereto, which shall have been false or incorrect in any material
   respect when made or deemed made;
                    
                    (ii)  the failure by the Transferor to comply
   with any applicable law, rule or regulation with respect to any
   Receivable or the related Contract, or the nonconformity of any
   Receivable or the related Contract with any such applicable law,
   rule or regulation;
                    
                    (iii)  the failure to vest and maintain vested
   in the Company an undivided percentage ownership interest, to
   the extent of the Transferred Interest, in the Receivables
   included in the Transferred Interest, free and clear of any
   Adverse Claim;
                    
                    (iv)  the failure to file, or any delay in
   filing, financing statements, continuation statements, or other
   similar instruments or documents under the UCC of any applicable
   jurisdiction or other applicable laws with respect to any
   Receivable included in the Transferred Interest;
                    
                    (v)  any dispute, claim, offset or defense
   (other than discharge in bankruptcy) of the Obligor to the
   payment of any Receivable included in the Transferred Interest
   (including, without limitation, a defense based on such
   Receivable or the related Contract not being legal, valid and
   binding obligation of such Obligor enforceable against it in
   accordance with its terms), or any other claim resulting from
   the sale of merchandise or services related to such Receivable
   or the furnishing or failure to furnish such merchandise or
   services;
                    
                    (vi)  any failure of the Transferor, as
   Collection Agent or otherwise, to perform its duties or
   obligations in accordance with the provisions of Article VI; or
                    
                    (vii)  any products liability claim or personal
   injury or property damage suit or other similar or related claim
   or action of whatever sort arising out of or in connection with
   merchandise or services which are the subject of any Receivable;
   provided, however, that if the Company enters into agreements
   for the purchase of interests in receivables from one or more
   Other Transferors, the Company shall allocate such Indemnified
   Amounts which are in connection with the Liquidity Provider
   Agreement, the Credit Support Agreement or the credit support
   furnished by the Credit Support Provider to the Transferor and
   each Other Transferor; and provided, further, that if such
   Indemnified Amounts are attributable to the Transferor and not
   attributable to any Other Transferor, the Transferor shall be
   solely liable for such Indemnified Amounts or if such
   Indemnified Amounts are attributable to Other Transferors and
   not attributable to the Transferor, such Other Transferors shall
   be solely liable for such Indemnified Amounts.

          SECTION 8.2.  Indemnity for Taxes, Reserves and Expenses.
(a)  If after the date hereof, the adoption of any Law or bank
regulatory guideline or any amendment or change in the interpretation
of any existing or future Law or bank regulatory guideline by any
Official Body charged with the administration, interpretation or
application thereof (and, in the case of a change in the interpretation
of any such Law or regulatory guideline, such change has been generally
accepted by institutions to which such Law or regulatory guideline is
applicable), or the compliance with any directive of any Official Body
(in the case of any bank regulatory guideline, whether or not having
the force of Law):

                    (i)  shall subject any Indemnified Party to any
   tax, duty or other charge with respect to this Agreement, the
   Transferred Interest, the Receivables or payments of amounts due
   hereunder, or shall change the basis of taxation of payments to
   any Indemnified Party of amounts payable in respect of this
   Agreement, the Transferred Interest, the Receivables or payments
   of amounts due hereunder or its obligation to advance funds
   under the Liquidity Provider Agreement or the credit support
   furnished by the Credit Support Provider or  otherwise in
   respect of this Agreement, the Transferred Interest or the
   Receivables (except for income or franchise taxes payable by any
   Indemnified Party on amounts received under this Agreement);

                    (ii)  shall impose, modify or deem applicable
   any reserve, special deposit or similar requirement (including,
   without limitation, any such requirement imposed by the Board of
   Governors of the Federal Reserve System) against assets of,
   deposits with or for the account of, or credit extended by, any
   Indemnified Party or shall impose on any Indemnified Party or on
   the United States market for certificates of deposit or the
   London interbank market any other condition affecting this
   Agreement, the Transferred Interest, the Receivables or payments
   of amounts due hereunder or its obligation to advance funds
   under the Liquidity Provider Agreement or the credit support
   provided by the Credit Support Provider or otherwise in respect
   of this Agreement, the Transferred Interest or the Receivables;
   or
                    
                    (iii)  imposes upon any Indemnified Party any
   other expense (including, without limitation, reasonable
   attorneys' fees and expenses, and expenses of litigation or
   preparation therefor in contesting any of the foregoing) with
   respect to this Agreement, the Transferred Interest, the
   Receivables or payments of amounts due hereunder or its
   obligation to advance funds under the Liquidity Provider
   Agreement or the credit support furnished by the Credit Support
   Provider or otherwise in respect of this Agreement, the
   Transferred Interests or the Receivables,
                    
and the result of any of the foregoing is to increase the cost to such
Indemnified Party with respect to this Agreement, the Transferred
Interest, the Receivables, the obligations hereunder, the funding of
any purchases hereunder, the Liquidity Provider Agreement or the Credit
Support Agreement, by an amount deemed by such Indemnified Party to be
material, then, within ten (10) days after demand by the Company, the
Transferor shall pay to the Company such additional amount or amounts
as will compensate such Indemnified Party for such increased cost or
reduction; provided, however, that such demand shall not seek
additional amounts incurred earlier than the ninetieth day immediately
succeeding the date of such demand.
                    
               (b)  If any Indemnified Party shall have determined that
after the date hereof, the adoption of any applicable Law or bank
regulatory guideline regarding capital adequacy, or any change therein,
or any change in the interpretation thereof by any Official Body (which
change has been generally accepted by institutions to which such Law or
regulatory guideline is applicable), or any directive regarding capital
adequacy (in the case of any bank regulatory guideline, whether or not
having the force of law) of any such Official Body, has or would have
the effect of reducing the rate of return on capital of such
Indemnified Party (or its parent) as a consequence of such Indemnified
Party's obligations hereunder or with respect hereto to a level below
that which such Indemnified Party (or its parent) could have achieved
but for such adoption, change, request or directive (taking into
consideration its policies with respect to capital adequacy) by an
amount deemed by such Indemnified Party to be material, then from time
to time, within ten (10) days after demand by the Company, the
Transferor shall pay to the Company such additional amount or amounts
as will compensate such Indemnified Party (or its parent) for such
reduction; provided, however, that such demand shall not seek
additional amounts incurred earlier than the ninetieth day immediately
succeeding the date of such demand.

               (c)  The Company will promptly notify the Transferor of
any event of which it has knowledge, occurring after the date hereof,
which will entitle an Indemnified Party to compensation pursuant to
this Section.  A notice by the Company claiming compensation under this
Section and setting forth the additional amount or amounts to be paid
to it hereunder shall be conclusive in the absence of manifest error.
In determining such amount, the Company may use any reasonable
averaging and attributing methods.

               (d)  Anything in this Section 8.2 to the contrary
notwithstanding, if the Company enters into agreements for the
acquisition of interests in receivables from one or more Other
Transferors, the Company shall allocate the liability for any amounts
under this Section 8.2 ("Section 8.2 Costs") to the Transferor and each
Other Transferor; and provided, further, that if such Section 8.2 Costs
are attributable to the Transferor and not attributable to any Other
Transferor, the Transferor shall be solely liable for such Section 8.2
Costs or if such Section 8.2 Costs are attributable to Other
Transferors and not attributable to the Transferor, such Other
Transferors shall be solely liable for such Section 8.2 Costs.

          SECTION 8.3. Other Costs Expenses and Related Matters.  (a)
The Transferor agrees, upon receipt of a written invoice, to pay or
cause to be paid, and to save the Company and the Administrative Agent
harmless against liability for the payment of, all reasonable out-of-
pocket expenses (including, without limitation, reasonable attorneys',
accountant's and other third parties' fees and expenses, any filing
fees and expenses incurred by officers or employees of the Company)
incurred by or on behalf of the Company and the Administrative Agent
(i) in connection with the negotiation, execution, delivery and
preparation of this Agreement and any documents or instruments
delivered pursuant hereto and the transactions contemplated hereby
(including, without limitation, the perfection or protection of the
Transferred Interest) and (ii) from time to time (a) relating to any
amendments, waivers or consents under this Agreement, (b) arising in
connection with the Company's or its agent's enforcement or
preservation of rights (including, without limitation, the perfection
and protection of the Transferred Interest under this Agreement), or
(c) arising in connection with any audit, dispute, disagreement,
litigation or preparation for litigation involving this Agreement (all
of such amounts, collectively, "Transaction Costs").

               (b)  Transferor shall pay the Company on demand any
Early Collection Fee due on account of the reduction of a Tranche on a
day prior to the last day of its Tranche Period.

          SECTION 8.4.  Reconveyance Under Certain Circumstances.
Transferor agrees to accept the reconveyance from the Company of the
Transferred Interest if the Company notifies Transferor of a material
breach of any representation or warranty made or deemed made pursuant
to Article III of this Agreement and Transferor shall fail to cure such
breach within 15 days (or, in the case of the representations and
warranties in Sections 3.1(d) and 3.1(j), 3 days) of such notice.  The
reconveyance price shall be paid by the Transferor to the Company in
immediately available funds on such 15th day (or 3rd day, if
applicable) in an amount equal to the Aggregate Unpaids.
                        ARTICLE IXMISCELLANEOUS


          SECTION 9.1.  Term of Agreement.  This Agreement shall
terminate following the Termination Date when the Net Investment has
been reduced to zero, all accrued Discount has been paid in full and
all other Aggregate Unpaids have been paid in full; provided, however,
that (i) the rights and remedies of the Company with respect to any
representation and warranty made or deemed to be made by Transferor
pursuant to this Agreement, (ii) the indemnification and payment
provisions of Article VIII, and (iii) the agreement set forth in
Section 9.9, shall be continuing and shall survive any termination of
this Agreement.

          SECTION 9.2.  Waivers; Amendments.  No failure or delay on
the part of the Company in exercising any power, right or remedy under
this Agreement shall operate as a waiver thereof, nor shall any single
or partial exercise of any such power, right or remedy preclude any
other further exercise thereof or the exercise of any other power,
right or remedy.  The rights and remedies herein provided shall be
cumulative and nonexclusive of any rights or remedies provided by law.
Any provision of this Agreement may be amended if, but only if, such
amendment is in writing and is signed by the Transferor and the
Company.

          SECTION 9.3.  Notices.  Except as provided below, all
communications and notices provided for hereunder shall be in writing
(including bank wire, telex, telecopy or electronic facsimile
transmission or similar writing) and shall be given to the other party
at its address or telecopy number set forth below or at such other
address or telecopy number as such party may hereafter specify for the
purposes of notice to such party.  Each such notice or other
communication shall be effective (i) if given by telecopy, when such
telecopy is transmitted to the telecopy number specified in this
Section and confirmation is received, (ii) if given by mail 3 Business
Days following such posting, or (iii) if given by any other means, when
received at the address specified in this Section.  However, anything
in this Agreement to the contrary notwithstanding, the Transferor
hereby authorizes the Company to effect Transfers, Tranche Period and
Tranche Rate selections based on telephonic notices made by any Person
which the Company in good faith believes to be acting on behalf of the
Transferor.  The Transferor agrees to deliver promptly to the Company a
written confirmation of each telephonic notice signed by an authorized
officer of Transferor.  However, the absence of such confirmation shall
not affect the validity of such notice.  If the written confirmation
differs in any material respect from the action taken by the Company,
the records of the Company shall govern absent manifest error.

          If to the Company:

               Enterprise Funding Corporation
               c/o Merrill Lynch Money Markets Inc.
               World Financial Center--South Tower
               225 Liberty Street
               New York, New York  10218
               Telephone:  (212) 236-7200
               Telecopy:   (212) 236-7584

               (with a copy to the Administrative Agent)

          If to the Transferor:

               IMC-AGRICO COMPANY
               2100 Sanders Road
               Northbrook, Illinois 60042
               Telephone:  (708) 205-4814
               Telecopy:   (708) 205-4803
               Attention: Treasurer
               Payment Information:
               NationsBank of North Carolina, N.A.
               ABA 053000196
               Account 000279224
               Reference IMC-Agrico Company

          If to the Collateral Agent:

               NationsBank of North Carolina, N.A.
               NationsBank Corporate Center--7th Floor
               Charlotte, North Carolina  28255
               Attention:  Michelle M. Heath--
                              Investment Banking
               Telephone:  (704) 386-7922
               Telecopy:   (704) 388-9169

          If to the Administrative Agent:

               NationsBank of North Carolina, N.A.
               NationsBank Corporate Center--7th Floor
               Charlotte, North Carolina  28255
               Attention:  Michelle M. Heath--
                              Investment Banking
               Telephone:  (704) 386-7922
               Telecopy:   (704) 388-9169

          SECTION 9.4.  Governing Law; Submission to Jurisdiction;
Integration.

          (a)  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT
TO CONFLICTS OF LAWS PRINCIPLES AND THE PERFECTION AND THE EFFECT OF
PERFECTION OR NONPERFECTION OF ANY "SECURITY INTEREST" (AS DEFINED IN
THE UCC AS IN EFFECT IN THE STATE OF NEW YORK) GRANTED HEREUNDER SHALL
BE GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS.  THE TRANSFEROR
HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW
YORK STATE COURT SITTING IN THE CITY OF NEW YORK FOR PURPOSES OF ALL
LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.  The Transferor hereby irrevocably
waives, to the fullest extent it may effectively do so, any objection
which it may now or hereafter have to the laying of the venue of any
such proceeding brought in such a court and any claim that any such
proceeding brought in such a court has been brought in an inconvenient
forum.  Nothing in this Section 9.4 shall affect the right of the
Company to bring any action or proceeding against the Transferor or its
property in the courts of other jurisdictions.

          (b)  This Agreement contains the final and complete
integration of all prior expressions by the parties hereto with respect
to the subject matter hereof and shall constitute the entire Agreement
among the parties hereto with respect to the subject matter hereof
superseding all prior oral or written understandings.

          SECTION 9.5.  Severability; Counterparts.  This Agreement may
be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall
be deemed to be an original and all of which when taken together shall
constitute one and the same Agreement.  Any provisions of this
Agreement which are prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.

          SECTION 9.6.  Successors and Assigns.  (a)  This Agreement
shall be binding on the parties hereto and their respective successors
and assigns; provided, however, that the Transferor may not assign any
of its rights or delegate any of its duties hereunder without the prior
written consent of the Company.  No provision of this Agreement shall
in any manner restrict the ability of the Company to assign,
participate, grant security interests in, or otherwise transfer any
portion of the Transferred Interest.

               (b)  The Transferor hereby agrees and consents to the
assignment by the Company from time to time of all or any part of its
rights under, interest in and title to this Agreement and the
Transferred Interest to any Liquidity Provider.  In addition, the
Transferor hereby agrees and consents to the complete assignment by the
Company of all of its rights under, interest in and title to this
Agreement and the Transferred Interest to the Collateral Agent.

          SECTION 9.7.  Waiver of Confidentiality.  The Transferor
hereby consents to the disclosure of any non-public information with
respect to it received by the Company or the Administrative Agent (i)
to any nationally recognized rating agency rating the Company's
commercial paper provided such rating agencies are informed of the
highly confidential nature of such information, (ii) to any of the
Company, the Administrative Agent, the Liquidity Provider, the Credit
Support Provider or any placement agent for the Company's Commercial
Paper in relation to this Agreement, provided any such Person agrees to
hold such information confidential, or any of such Person's auditors,
attorneys or financial advisors provided such parties are informed of
the highly confidential nature of such information, (iii) as otherwise
required by applicable law or order of a court of competent
jurisdiction or as requested by any regulatory authority having
jurisdiction over the Company or the Administrative Agent or (iv) as
requested by the Liquidity Provider, the Credit Support Provider or any
placement agent for the Company's Commercial Paper solely as a result
of a requirement of applicable law or order of a court of competent
jurisdiction or solely as a result of a request by any regulatory
authority having jurisdiction over any such Person.  Notwithstanding
the foregoing, the Company shall be permitted to disclose portfolio
data regarding the Receivables to holders (and prospective holders) of
its Commercial Paper provided that such information does not contain
the name of the Transferor.

          SECTION 9.8.  Confidentiality Agreement.  The Transferor
hereby agrees that it will not disclose the contents of this Agreement
or any other proprietary or confidential information of the Company,
the Collateral Agent, the Administrative Agent, the Liquidity Provider
or the Credit Support Provider to any other Person except (i) its
auditors and attorneys or financial advisors (other than any commercial
bank) and any nationally recognized rating agency, provided such
auditors, attorneys, financial advisors or rating agencies are informed
of the highly confidential nature of such information or (ii) as
otherwise required by applicable law or order of a court of competent
jurisdiction or as requested by any regulatory authority having
jurisdiction over the Transferor.

          SECTION 9.9.  No Bankruptcy Petition Against the Company.
The Transferor hereby covenants and agrees that, prior to the date
which is one year and one day after the payment in full of all
outstanding Commercial Paper or other indebtedness of the Company, it
will not institute against, or join any other Person in instituting
against, the Company any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings or other similar proceeding under
the laws of the United States or any state of the United States.

          SECTION 9.10.  No Recourse Against Stockholders, Officers or
Directors.  No recourse under any obligation, covenant or agreement of
the Company contained in this Agreement shall be had against Merrill
Lynch Money Markets Inc. (or any affiliate thereof), or any
stockholder, officer or director of the Company, as such, by the
enforcement of any assessment or by any legal or equitable proceeding,
by virtue of any statute or otherwise; it being expressly agreed and
understood that this Agreement is solely a corporate obligation of the
Company, and that no personal liability whatever shall attach to or be
incurred by Merrill Lynch Money Markets Inc. (or any affiliate
thereof), or the stockholders, officers or directors of the Company, as
such, or any of them, under or by reason of any of the obligations,
covenants or agreements of the Company contained in this Agreement, or
implied therefrom, and that any and all personal liability for breaches
by the Company of any of such obligations, covenants or agreements,
either at common law or at equity, or by statute or constitution, of
Merrill Lynch Money Markets Inc. (or any affiliate thereof) and every
such stockholder, officer or director is hereby expressly waived as a
condition of and consideration for the execution of this Agreement.

          SECTION 9.11.  Characterization of the Transactions
Contemplated by the Agreement.  It is the intention of the parties that
the transactions contemplated hereby constitute the sale of the
Transferred Interest, conveying good title thereto free and clear of
any Adverse Claims to the Company and that the Transferred Interest not
be part of the Transferor's estate in the event of an insolvency.  If,
notwithstanding the foregoing, the transactions contemplated hereby
should be deemed a financing, the parties intend that the Transferor
shall be deemed to have granted to the Company, and the Transferor
hereby grants to the Company, a first priority perfected security
interest in all of the Transferor's right, title and interest in, to
and under the Receivables, together with Related Security and
Collections with respect thereto, and that this Agreement shall
constitute a security agreement under applicable law.

  [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

          IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Transfer and Administration Agreement as of the date
first written above.


                         ENTERPRISE FUNDING CORPORATION,
                           as Company


                         By: Thomas S. Dunstan
                              ----------------
                             Name:  THOMAS S. DUNSTAN
                             Title:  VICE PRESIDENT


                         IMC-AGRICO COMPANY,
                           as Transferor and
                           Collection Agent

                         BY: IMC-AGRICO MP, INC., a
                            general partner


                         By:
                            Name:
                            Title:


          IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Transfer and Administration Agreement as of the date
first written above.


                         ENTERPRISE FUNDING CORPORATION,
                           as Company


                         By:
                              ----------------
                             Name:
                             Title:


                         IMC-AGRICO COMPANY,
                           as Transferor and
                           Collection Agent

                         BY: IMC-AGRICO MP, INC., a
                            general partner


                         By:  James D. Speir
                            Name:  JAMES D. SPEIR
                            Title:

EX-10.61

                                                                       
                                                          EXHIBIT 10.61
                                                  EXECUTION COPY


                             $150,000,000

                AMENDED AND RESTATED CREDIT AGREEMENT

                      Dated as of July 31, 1995

                                Among

                      IMC GLOBAL OPERATIONS INC.

                             as Borrower

                                 and

                           IMC GLOBAL INC.

                             as Guarantor

                                 and

                        THE BANKS NAMED HEREIN

                               as Banks

                                 and

                            CITIBANK, N.A.

        as Administrative Agent, Co-Agent, and Swing Line Bank

                                 and

                 NATIONSBANK OF NORTH CAROLINA, N.A.

                             as Co-Agent

                                 and

         COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.

                             as Co-Agent
                          TABLE OF CONTENTS

                                                                   Page


                              ARTICLE I

                   DEFINITIONS AND ACCOUNTING TERMS

          1.01.  Certain Defined Terms                                1
          1.02.  Computation of Time Periods                         23
          1.03.  Accounting Terms                                    23


                              ARTICLE II

                  AMOUNTS AND TERMS OF THE ADVANCES
                      AND THE LETTERS OF CREDIT

          2.01.  The Advances                                        23
          2.02.  Making the Advances                                 24
          2.03.  Repayment                                           27
          2.04.  Optional Reduction of the Commitments               27
          2.05.  Prepayments                                         27
          2.06.  Interest                                            29
          2.07.  Fees                                                29
          2.08.  Conversion of Advances                              30
          2.09.  Increased Costs, Etc.                               31
          2.10.  Payments and Computations                           33
          2.11.  Taxes                                               34
          2.12.  Sharing of Payments, Etc.                           36
          2.13.  Letters of Credit                                   37
          2.14.  Use of Proceeds                                     41
          2.15.  Defaulting Lenders                                  42

     ARTICLE III

                        CONDITIONS OF LENDING

          3.01.  Conditions Precedent to Effectiveness of
          Sections 2.01 and 2.13.                                    44
          3.02.  Conditions Precedent to Each Borrowing and
          Issuance, Etc.                                             48
          3.03.  Determinations Under Section 3.01                   49


                              ARTICLE IV

                    REPRESENTATIONS AND WARRANTIES

          4.01.  Representations and Warranties of the Borrower
          and the Guarantor                                          50


                              ARTICLE V

             COVENANTS OF THE BORROWER AND THE GUARANTOR

          5.01.  Affirmative Covenants                               56
          5.02.  Negative Covenants                                  61
          5.03.  Reporting Requirements                              68
          5.04.  Financial Covenants                                 72


                              ARTICLE VI

                          EVENTS OF DEFAULT

          6.01.  Events of Default                                   73
          6.02.  Actions in Respect of the Letters of Credit Upon
          Default                                                    76


                             ARTICLE VII

                               GUARANTY

          7.01.  Guaranty                                            77
          7.02.  Guaranty Absolute                                   77
          7.03.  Waiver                                              78
          7.04.  Payments Free and Clear of Taxes, Etc.              79
          7.05.  Continuing Guaranty; Assignments                    79
          7.06.  Subrogation                                         80






                             ARTICLE VIII

              THE ADMINISTRATIVE AGENT AND THE CO-AGENTS

          8.01.  Authorization and Action                            81
          8.02.  Administrative Agent's and Co-Agent's Reliance,
          Etc.                                                       81
          8.03.  Citibank, NationsBank, Rabobank and Affiliates      82
          8.04.  Lender Credit Decision                              82
          8.05.  Indemnification                                     82
          8.06.  Successor Administrative Agents and Co-Agents       83


                              ARTICLE IX

                            MISCELLANEOUS

          9.01.  Amendments, Etc.                                    84
          9.02.  Notices, Etc.                                       84
          9.03.  No Waiver; Remedies                                 85
          9.04.  Costs and Expenses                                  85
          9.05.  Right of Set-off                                    87
          9.06.  Binding Effect                                      87
          9.07.  Assignments and Participations                      87
          9.08.  Governing Law                                       90
          9.09.  Execution in Counterparts                           90
          9.10.  No Liability of the Issuing Banks                   90
          9.11.  Confidentiality                                     91
          9.12.  Effective Date Assignments; Etc.                    91
          9.13.  Waiver of Jury Trial                                93


Schedules

  Schedule I         -           Commitments and Applicable Lending
Offices

  Schedule 2.13(f)   -           Existing Letters of Credit

  Schedule 3.01(c)   -           Disclosed Litigation

  Schedule 4.01(b)   -           List of Subsidiaries

  Schedule 4.01(m)   -           Plans, Multiemployer Plans and Welfare
Plans

  Schedule 4.01(t)   -           Environmental Laws Disclosure

  Schedule 4.01(u)   -           Environmental Investigation and
Cleanup Properties

  Schedule 4.01(v)   -           Hazardous Materials Properties

  Schedule 4.01(z)   -           JV Existing Debt and Existing Debt

  Schedule 4.01(aa)  -           Material Contracts

  Schedule 4.01(bb)  -           Existing Investments

  Schedule 4.01(cc)  -           Existing Leases

  Schedule 5.02(a)   -           Existing Liens

  Schedule 5.02(e)   -           Specified Assets for Sale

  Schedule 9.12      -          Existing Lenders, Existing Issuing
                     Banks, Existing Commitments and Existing Advances



Exhibits

  Exhibit A   -  Form of Note

  Exhibit B   -  Form of Notice of Borrowing

  Exhibit C   -  Form of Assignment and Acceptance

  Exhibit D   -  Form of Opinion of New York Counsel
                   for the Borrower and the Guarantor

  Exhibit E      -    Form of Opinion of General Counsel of the
                 Borrower and the
                    Guarantor

  Exhibit F   -  Subordination Agreement

  Exhibit G-1 -  Subordinated Intercompany Note
                   ($215,000,000)

  Exhibit G-2 -  Subordinated Intercompany Note
                   ($260,000,000)

  Exhibit G-3 -  Subordinated Intercompany Note
                   ($160,000,000)

             AMENDED AND RESTATED CREDIT AGREEMENT


          AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 31,
1995 among IMC GLOBAL OPERATIONS INC., a Delaware corporation formerly
known as IMC Fertilizer, Inc. (the "Borrower"), IMC GLOBAL INC., a
Delaware corporation formerly known as IMC Fertilizer Group, Inc. (the
"Guarantor"), the banks (the "Banks") listed on the signature pages
hereof, and CITIBANK, N.A. ("Citibank"), as administrative agent
(together with any successor appointed pursuant to Article VIII, the
"Administrative Agent"), co-agent and Swing Line Bank (as hereinafter
defined) and NATIONSBANK OF NORTH CAROLINA, N.A. ("NationsBank"), as
co-agent, and COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.
("Rabobank"), as co-agent (together with Citibank and NationsBank and
any successors appointed pursuant to Article VIII, the "Co-Agents") for
the Lenders hereunder.

          PRELIMINARY STATEMENTS.  The Borrower and the Guarantor
entered into a Credit Agreement dated as of June 29, 1993 (as amended
through the date hereof, the "Existing Credit Agreement") with certain
lenders parties thereto (the "Existing Lenders"), Citibank, as
administrative agent for the Existing Lenders, and Citibank,
NationsBank and Rabobank, as co-agents.  The Borrower and the Guarantor
have requested that the Lenders, the Co-Agents and the Administrative
Agent amend and restate the Existing Credit Agreement as hereinafter
set forth, and the Lenders, the Co-Agents and the Administrative Agent
have agreed to do so.  The Guarantor has agreed to guarantee the due
and punctual payment and performance by the Borrower of its Obligations
(as hereinafter defined) to the Administrative Agent, the Co-Agents and
the Lenders pursuant hereto.  The Lenders have indicated their
willingness to agree to lend to the Borrower an aggregate principal
amount of up to $150,000,000 on the terms and conditions of this
Agreement.

          NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements contained herein, the parties hereto
hereby agree that as of the Effective Date, the Existing Credit
Agreement is hereby amended and restated as follows:

     ARTICLE I

                DEFINITIONS AND ACCOUNTING TERMS

          SECTION 1.01.  Certain Defined Terms.  As used in this
Agreement, the following terms shall have the following meanings (such
meanings to be equally applicable to both the singular and plural forms
of the terms defined):

          "Administrative Agent" has the meaning specified in the
     recital of parties to this Agreement.

          "Administrative Agent's Account" means the account of the
     Administrative Agent maintained by the Administrative Agent with
     Citibank at its office at 399 Park Avenue, New York, New York
     10043, Account No. 40548046, Account Name:  WCG Loan Payment
     Account, Attention:  Stephanie James.

          "Advance" means a Working Capital Advance, a Swing Line
     Advance or a Letter of Credit Advance.

          "Affiliate" means, as to any Person, any other Person that,
     directly or indirectly, controls, is controlled by or is under
     common control with such Person or is a director or officer of
     such Person.  For purposes of this definition, the term "control"
     (including the terms "controlling," "controlled by" and "under
     common control with") of a Person means the possession, direct or
     indirect, of the power to vote 5% or more of the Voting Stock of
     such Person or to direct or cause the direction of the management
     and policies of such Person, whether through the ownership of
     Voting Stock, by contract or otherwise.

          "Applicable Lending Office" means, with respect to each
     Lender, such Lender's Domestic Lending Office in the case of a
     Base Rate Advance and such Lender's Eurodollar Lending Office in
     the case of a Eurodollar Rate Advance.

          "Applicable Margin" means, in the case of Base Rate Advances
     and Eurodollar Rate Advances, at any time a rate equal to the rate
     per annum set forth in the table below under the heading
     "Applicable Margin for Base Rate Advances" or "Applicable Margin
     for Eurodollar Rate Advances", as the case may be, opposite the
     leverage ratio (calculated as set forth in Section 5.04(c) (the
     "Leverage Ratio")) set forth below as calculated based on the most
     recent financial statements required to be delivered by the
     Borrower and the Guarantor pursuant to Section 5.03(b) or (c).

     Level       Leverage Ratio        Applicab    Applicable
                                          le       Margin for
                                        Margin     Eurodollar
                                         for        Advances
                                         Base
                                         Rate
                                       Advances
                                                        
     Level 1     Less than or equal       0.00%          0.625%
                 to 0.4000
     Level 2     Greater than 0.4000      0.00%          0.750%
                 and less than or
                 equal to 0.4725
     Level 3     Greater than 0.4725      0.00%           1.00%
                 and less than or
                 equal to 0.4897
     Level 4     Greater than 0.4897      0.50%           1.50%
                 and less than or
                 equal to 0.5068
     Level 5     Greater than 0.5068      1.00%           2.00%

     The Applicable Margin for Swing Line Advances shall be a
     percentage per annum equal to the Applicable Margin in effect from
     time to time for Working Capital Advances that are Base Rate
     Advances less the Unused Commitment Fee Rate in effect at such
     time.

          "Assignment and Acceptance" means an assignment and
     acceptance entered into by a Lender and an Eligible Assignee, and
     accepted by the Administrative Agent, in accordance with Section
     9.07 and in substantially the form of Exhibit C hereto.

          "Available Amount" of any Letter of Credit means, at any
     time, the maximum amount available to be drawn under such Letter
     of Credit at such time (assuming compliance at such time with all
     conditions to drawing).

          "Bank" has the meaning specified in the recital of parties to
     this Agreement.

          "Base Rate" means a fluctuating interest rate per annum in
     effect from time to time, which rate per annum shall at all times
     be equal to the highest of:

                    (a)  the rate of interest announced publicly by
          Citibank in New York, New York, from time to time, as
          Citibank's base rate;

                    (b)  the sum (adjusted to the nearest 1/4 of 1% or,
          if there is no nearest 1/4 of 1%, to the next higher 1/4 of
          1%) of (i) 1/2 of 1% per annum, plus (ii) the rate obtained
          by dividing (A) the latest three-week moving average of
          secondary market morning offering rates in the United States
          for three-month certificates of deposit of major United
          States money market banks, such three-week moving average
          (adjusted to the basis of a year of 360 days) being
          determined weekly on each Monday (or, if such day is not a
          Business Day, on the next succeeding Business Day) for the
          three-week period ending on the previous Friday by Citibank
          on the basis of such rates reported by certificate of deposit
          dealers to and published by the Federal Reserve Bank of New
          York or, if such publication shall be suspended or
          terminated, on the basis of quotations for such rates
          received by Citibank from three New York certificate of
          deposit dealers of recognized standing selected by Citibank,
          by (B) a percentage equal to 100% minus the average of the
          daily percentages specified during such three-week period by
          the Board of Governors of the Federal Reserve System (or any
          successor) for determining the maximum reserve requirement
          (including, but not limited to, any emergency, supplemental
          or other marginal reserve requirement) for Citibank with
          respect to liabilities consisting of or including (among
          other liabilities) three-month U.S. dollar non-personal time
          deposits in the United States, plus (iii) the average during
          such three-week period of the annual assessment rates
          estimated by Citibank for determining the then current annual
          assessment payable by Citibank to the Federal Deposit
          Insurance Corporation (or any successor) for insuring U.S.
          dollar deposits of Citibank in the United States; and

                    (c)  1/2 of 1% per annum above the Federal Funds
          Rate.

          "Base Rate Advance" means an Advance that bears interest as
     provided in Section 2.06(a)(i).

          "Borrower" has the meaning specified in the recital of
     parties to this Agreement.

          "Borrower's Account" means the account of the Borrower
     maintained by the Borrower with Citibank at its office at 399 Park
     Avenue, New York, New York 10043, Account No. 40508677.

          "Borrowing" means a Working Capital Borrowing or a Swing Line
     Borrowing.

          "Business Day" means a day of the year on which banks are not
     required or authorized to close in New York City and, if the
     applicable Business Day relates to any Eurodollar Rate Advances,
     on which dealings are carried on in the London interbank market.

          "Capital Stock" means any and all shares or other equivalents
     (however designated) of corporate stock.

          "Capitalization" means the sum of Consolidated net worth
     (calculated as set forth in Section 5.04(a)) plus Consolidated
     Funded Debt.

          "Capitalized Leases" has the meaning specified in clause (e)
     of the definition of Debt.

          "Cash Equivalents" means any of the following, to the extent
     owned by the Borrower, the Guarantor, or any of their respective
     Subsidiaries free and clear of all Liens and having a maturity of
     not greater than 90 days from the date of issuance thereof:  (a)
     readily marketable direct obligations of the Government of the
     United States or any agency or instrumentality thereof or
     obligations unconditionally guaranteed by the full faith and
     credit of the Government of the United States, (b) insured
     certificates of deposit of or time deposits with any commercial
     bank that (i) is a Lender or a member of the Federal Reserve
     System, (ii) issues (or the parent of which issues) commercial
     paper rated as described in clause (c), (iii) is organized under
     the laws of the United States or any State thereof and (iv) has
     combined capital and surplus of at least $1 billion, (c)
     commercial paper in an aggregate amount of no more than $5,000,000
     per issuer outstanding at any time, issued by any corporation
     organized under the laws of any State of the United States and
     rated at least "Prime-1" (or the then equivalent grade) by Moody's
     or "A-1" (or the then equivalent grade) by S&P or (d) investments
     in money market or mutual funds that invest primarily in Cash
     Equivalents of the types described in clauses (a), (b) and (c)
     above.

          "CERCLA" means the Comprehensive Environmental Response,
     Compensation and Liability Act of 1980.

          "Citibank" has the meaning specified in the recital of
     parties to this Agreement.

          "Co-Agents" has the meaning specified in the recital of
     parties to this Agreement.

          "Commitment" means a Working Capital Commitment or a Letter
     of Credit Commitment.

          "Confidential Information" means information that the
     Borrower or the Guarantor furnishes to the Administrative Agent,
     any Co-Agent or any Lender in a writing designated as
     confidential, but does not include any such information that is or
     becomes generally available to the public other than as a result
     of a breach by the Administrative Agent, any Co-Agent or any
     Lender of its obligations hereunder or that is or becomes
     available to the Administrative Agent, such Co-Agent or such
     Lender from a source other than the Borrower or the Guarantor.

          "Consolidated" refers to the consolidation of accounts in
     accordance with GAAP.

          "Consolidated Funded Debt" as of any date means the aggregate
     amount of the Funded Debt of the Guarantor and its Subsidiaries
     outstanding on that date.

          "Conversion", "Convert" and "Converted" each refer to a
     conversion of Advances of one Type into Advances of the other Type
     pursuant to Section 2.08 or 2.09.

          "Current Interest" has the meaning specified in the Section
     4.01 of the Partnership Agreement.

          "Debt" of any Person means, without duplication (a) all
     indebtedness of such Person for borrowed money, (b) all
     Obligations of such Person for the deferred purchase price of
     property or services (other than trade payables not overdue by
     more than 60 days incurred in the ordinary course of such Person's
     business), (c) all Obligations of such Person evidenced by notes,
     bonds, debentures or other similar instruments, (d) all
     Obligations of such Person created or arising under any
     conditional sale or other title retention agreement with respect
     to property acquired by such Person (even though the rights and
     remedies of the seller or lender under such agreement in the event
     of default are limited to repossession or sale of such property),
     (e) all Obligations of such Person as lessee under leases that
     have been or should be, in accordance with GAAP, recorded as
     capital leases ("Capitalized Leases"), (f) all Obligations,
     contingent or otherwise, of such Person under acceptance, letter
     of credit or similar facilities, (g) all Obligations of such
     Person to purchase, redeem, retire, defease or otherwise make any
     payment in respect of any capital stock of or other ownership or
     profit interest in such Person or any of its Affiliates or any
     warrants, rights or options to acquire such capital stock, valued,
     in the case of Redeemable Preferred Stock, at the greater of its
     voluntary or involuntary liquidation preference plus accrued and
     unpaid dividends, (h) all Obligations of such Person for
     production payments from property operated by or on behalf of such
     Person and other similar arrangements with respect to natural
     resources, (i) all Debt of others referred to in clauses (a)
     through (h) above guaranteed directly or indirectly in any manner
     by such Person, or in effect guaranteed directly or indirectly by
     such Person through an agreement (i) to pay or purchase such Debt
     or to advance or supply funds for the payment or purchase of such
     Debt, (ii) to purchase, sell or lease (as lessee or lessor)
     property, or to purchase or sell services, primarily for the
     purpose of enabling the debtor to make payment of such Debt or to
     assure the holder of such Debt against loss, (iii) to supply funds
     to or in any other manner invest in the debtor (including any
     agreement to pay for property or services irrespective of whether
     such property is received or such services are rendered) or (iv)
     otherwise to assure a creditor against loss, and (j) all Debt
     referred to in clauses (a) through (h) above secured by (or for
     which the holder of such Debt has an existing right, contingent or
     otherwise, to be secured by) any Lien on property (including,
     without limitation, accounts and contract rights) owned by such
     Person, even though such Person has not assumed or become liable
     for the payment of such Debt.

          "Default" means any Event of Default or any event that would
     constitute an Event of Default but for the requirement that notice
     be given or time elapse or both.

          "Defaulted Advance" means, with respect to any Lender at any
     time, the amount of any Advance required to be made by such Lender
     to the Borrower pursuant to Section 2.01 at or prior to such time
     which has not been so made as of such time; provided, however, any
     Advance made by the Administrative Agent for the account of such
     Lender pursuant to Section 2.02(e) shall not be considered a
     Defaulted Advance even if, at such time, such Lender shall not
     have reimbursed the Administrative Agent therefor as provided in
     Section 2.02(e).  In the event that a portion of a Defaulted
     Advance shall be deemed made pursuant to Section 2.15(a), the
     remaining portion of such Defaulted Advance shall be considered a
     Defaulted Advance originally required to be made pursuant to
     Section 2.01 on the same date as the Defaulted Advance so deemed
     made in part.

          "Defaulted Amount" means, with respect to any Lender at any
     time, any amount required to be paid by such Lender to the
     Administrative Agent or any other Lender hereunder or under any
     other Loan Document at or prior to such time which has not been so
     paid as of such time, including, without limitation, any amount
     required to be paid by such Lender to (a) the Swing Line Bank
     pursuant to Section 2.02(b) to purchase a portion of a Swing Line
     Advance made by the Swing Line Bank, (b) any Issuing Bank pursuant
     to Section 2.13(c) to purchase a portion of a Letter of Credit
     Advance made by such Issuing Bank, (c) the Administrative Agent
     pursuant to Section 2.02(e) to reimburse the Administrative Agent
     for the amount of any Advance made by the Administrative Agent for
     the account of such Lender, (d) any other Lender pursuant to
     Section 2.12 to purchase any participation in Advances owing to
     such other Lender and (e) the Administrative Agent or any Co-Agent
     pursuant to Section 8.05 to reimburse the Administrative Agent or
     such Co-Agent, as the case may be, for such Lender's ratable share
     of any amount required to be paid by the Lenders to the
     Administrative Agent or such Co-Agent, as the case may be as
     provided therein.  In the event that a portion of a Defaulted
     Amount shall be deemed paid pursuant to Section 2.15(b), the
     remaining portion of such Defaulted Amount shall be considered a
     Defaulted Amount originally required to be made hereunder or under
     any other Loan Document on the same date as the Defaulted Amount
     so deemed paid in part.

          "Defaulting Lender" means, at any time, any Lender that, at
     such time, (a) owes a Defaulted Advance or a Defaulted Amount or
     (b) shall take or be the subject of any action or proceeding of a
     type described in Section 6.01(f).

          "Disclosed Litigation" has the meaning specified in Section
     3.01(c).

          "Domestic Lending Office" means, with respect to any Lender,
     the office of such Lender specified as its "Domestic Lending
     Office" opposite its name on Schedule I hereto or in the
     Assignment and Acceptance pursuant to which it became a Lender, or
     such other office of such Lender as such Lender may from time to
     time specify to the Borrower and the Administrative Agent.

          "EBITDA" means, for any period, net income (or net loss) plus
     the sum of (a) interest expense, (b) income tax expense, (c) the
     "JV Consolidation Adjustment" (calculated on the same basis as in
     the pro forma financial statements furnished to the Lenders
     pursuant to Section 3.01(i)(vii)), if any, and (d) depreciation,
     amortization and depletion expense (including, without limitation,
     depreciation, amortization and depletion expense relating to oil
     and gas-producing properties but excluding depreciation,
     amortization and depletion expense included in the "JV
     Consolidation Adjustment" referred to in clause (c) above), but
     excluding in any event any income, loss or expense of the Joint
     Venture Company attributable to Freeport (calculated based on the
     Current Interest then held by it in the Joint Venture Company), in
     each case determined in accordance with GAAP for such period.

          "Effective Date" has the meaning specified in Section 3.01.

          "Eligible Assignee" means (a) with respect to the Working
     Capital Facility, (i) a commercial bank organized under the laws
     of the United States, or any State thereof, and having a combined
     capital and surplus of at least $250,000,000; (ii) a savings and
     loan association or savings bank organized under the laws of the
     United States, or any state thereof, and having a combined capital
     and surplus of at least $250,000,000; (iii) a commercial bank
     organized under the laws of any other country that is a member of
     the OECD or has concluded special lending arrangements with the
     International Monetary Fund associated with its General
     Arrangements to Borrow, or a political subdivision of any such
     country, and having a combined capital and surplus of at least
     $250,000,000, so long as such bank is acting through a branch or
     agency located in the United States; and (iv) a finance company,
     insurance company or other financial institution or fund (whether
     a corporation, partnership, trust or other entity) that is engaged
     in making, purchasing or otherwise investing in commercial loans
     in the ordinary course of its business and having a combined
     capital and surplus of at least $250,000,000 and (b) with respect
     to the Letter of Credit Facility, a Person that is an Eligible
     Assignee under subclause (i) or (iii) of clause (a) of this
     definition and is approved by the Co-Agents and the Borrower, such
     approval not to be unreasonably withheld; provided, however, that
     an Affiliate of the Borrower shall not qualify as an Eligible
     Assignee under clause (a) or (b) of this definition; provided
     further, however, that the long-term debt of any Eligible Assignee
     or its parent shall be rated at least "A3" (or the equivalent
     grade) by Moody's or "A-" (or the equivalent grade) by S&P.

          "Environmental Action" means any administrative, regulatory
     or judicial action, suit, demand, demand letter, claim, notice of
     non-compliance or violation, investigation, proceeding, consent
     order or consent agreement relating in any way to any
     Environmental Law or any Environmental Permit including, without
     limitation, (a) any claim by any governmental or regulatory
     authority for enforcement, cleanup, removal, response, remedial or
     other actions or damages pursuant to any Environmental Law and (b)
     any claim by any third party seeking damages, contribution,
     indemnification, cost recovery, compensation or injunctive relief
     resulting from Hazardous Materials or arising from alleged injury
     or threat of injury to health, safety or the environment.

          "Environmental Law" means any federal, state or local law,
     rule, regulation, order, writ, judgment, injunction, decree,
     determination or award relating to the environment, health, safety
     or Hazardous Materials, including, without limitation, CERCLA, the
     Resource Conservation and Recovery Act, the Hazardous Materials
     Transportation Act, the Clean Water Act, the Toxic Substances
     Control Act, the Clean Air Act, the Safe Drinking Water Act, the
     Atomic Energy Act, the Federal Insecticide, Fungicide and
     Rodenticide Act and the Occupational Safety and Health Act.

          "Environmental Permit" means any permit, approval,
     identification number, license or other authorization required
     under any Environmental Law.

          "ERISA" means the Employee Retirement Income Security Act of
     1974, as amended from time to time, and the regulations
     promulgated and rulings issued thereunder.

          "ERISA Affiliate" of any Person means any other Person that
     for purposes of Title IV of ERISA is a member of such Person's
     controlled group, or under common control with such Person, within
     the meaning of Section 414 of the Internal Revenue Code.

          "ERISA Event" with respect to any Person means (a) (i) the
     occurrence of a reportable event, within the meaning of Section
     4043 of ERISA, with respect to any Plan of such Person or any of
     its ERISA Affiliates unless the 30-day notice requirement with
     respect to such event has been waived by the PBGC or (ii) the
     requirements of subsection (1) of Section 4043(b) of ERISA
     (without regard to subsection (2) of such Section) are met with
     respect to a contributing sponsor, as defined in Section
     4001(a)(13) of ERISA, of a Plan, and an event described in
     paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of
     ERISA is reasonably expected to occur with respect to such Plan
     within the following 30 days; (b) the provision by the
     administrator of any Plan of such Person or any of its ERISA
     Affiliates of a notice of intent to terminate such Plan, pursuant
     to Section 4041(a)(2) of ERISA (including any such notice with
     respect to a plan amendment referred to in Section 4041(e) of
     ERISA); (c) the cessation of operations at a facility of such
     Person or any of its ERISA Affiliates in the circumstances
     described in Section 4062(e) of ERISA; (d) the withdrawal by such
     Person or any of its ERISA Affiliates from a Multiple Employer
     Plan during a plan year for which it was a substantial employer,
     as defined in Section 4001(a)(2) of ERISA; (e) the failure by such
     Person or any of its ERISA Affiliates to make a payment to a Plan
     required under Section 302(f)(1) of ERISA; (f) the adoption of an
     amendment to a Plan of such Person or any of its ERISA Affiliates
     requiring the provision of security to such Plan, pursuant to
     Section 307 of ERISA; or (g) the institution by the PBGC of
     proceedings to terminate a Plan of such Person or any of its ERISA
     Affiliates, pursuant to Section 4042 of ERISA, or the occurrence
     of any event or condition described in Section 4042 of ERISA that
     could constitute grounds for the termination of, or the
     appointment of a trustee to administer, such Plan.

          "Eurocurrency Liabilities" has the meaning specified in
     Regulation D of the Board of Governors of the Federal Reserve
     System, as in effect from time to time.

          "Eurodollar Lending Office" means, with respect to any
     Lender, the office of such Lender specified as its "Eurodollar
     Lending Office" opposite its name on Schedule I hereto or in the
     Assignment and Acceptance pursuant to which it became a Lender
     (or, if no such office is specified, its Domestic Lending Office),
     or such other office of such Lender as such Lender may from time
     to time specify to the Borrower and the Administrative Agent.

          "Eurodollar Rate" means, for any Interest Period for all
     Eurodollar Rate Advances comprising part of the same Borrowing, an
     interest rate per annum equal to the rate per annum obtained by
     dividing (a) the rate per annum at which deposits in U.S. dollars
     are offered by the principal office of Citibank in London, England
     to prime banks in the London interbank market at 11:00 A.M.
     (London time) two Business Days before the first day of such
     Interest Period in an amount substantially equal to Citibank's
     Eurodollar Rate Advance comprising part of such Borrowing to be
     outstanding during such Interest Period and for a period equal to
     such Interest Period by (b) a percentage equal to 100% minus the
     Eurodollar Rate Reserve Percentage for such Interest Period.

          "Eurodollar Rate Advance" means an Advance that bears
     interest as provided in Section 2.06(a)(ii).

          "Eurodollar Rate Reserve Percentage" for any Interest Period
     for all Eurodollar Rate Advances comprising part of the same
     Borrowing means the reserve percentage applicable two Business
     Days before the first day of such Interest Period under
     regulations issued from time to time by the Board of Governors of
     the Federal Reserve System (or any successor) for determining the
     maximum reserve requirement (including, without limitation, any
     emergency, supplemental or other marginal reserve requirement) for
     a member bank of the Federal Reserve System in New York City with
     respect to liabilities or assets consisting of or including
     Eurocurrency Liabilities (or with respect to any other category of
     liabilities that includes deposits by reference to which the
     interest rate on Eurodollar Rate Advances is determined) having a
     term equal to such Interest Period.

          "Events of Default" has the meaning specified in Section
     6.01.

          "Existing Advance" means, for each Existing Lender, all of
     such Existing Lender's rights in and to, and all of its
     obligations under, the Advances (as defined in the Existing Credit
     Agreement) owing to it under the Existing Credit Agreement, the
     aggregate amount of which for each Existing Lender is set forth
     opposite its name on Schedule 9.12 hereto.

          "Existing Commitments" means the Existing Working Capital
     Commitments and the Existing Letter of Credit Commitments.

          "Existing Credit Agreement" has the meaning specified in the
     Preliminary Statements.

          "Existing Issuing Banks" means the Issuing Banks under and as
     defined in the Existing Credit Agreement.

          "Existing Lenders" has the meaning specified in the
     Preliminary Statements.

          "Existing Letter of Credit Commitment" means, for each
     Existing Issuing Bank, all of such Existing Issuing Bank's rights
     in and to, and all of its obligations under, the Letter of Credit
     Commitment (as defined in the Existing Credit Agreement) held by
     it under the Existing Credit Agreement, the aggregate amount of
     which for each Existing Issuing Bank is set forth opposite its
     name on Schedule 9.12 hereto.

          "Existing Letters of Credit" has the meaning specified in
     Section 2.13(f).

          "Existing Working Capital Commitment" means, for each
     Existing Lender, all of such Existing Lender's rights in and to,
     and all of its obligations under, the Working Capital Commitment
     (as defined in the Existing Credit Agreement) held by it under the
     Existing Credit Agreement, the aggregate amount of which for each
     Existing Lender is set forth opposite its name on Schedule 9.12
     hereto.

          "Facility" means the Working Capital Facility, the Swing Line
     Facility or the Letter of Credit Facility.

          "Federal Funds Rate" means, for any period, a fluctuating
     interest rate per annum equal for each day during such period to
     the weighted average of the rates on overnight Federal funds
     transactions with members of the Federal Reserve System arranged
     by Federal funds brokers, as published for such day (or, if such
     day is not a Business Day, for the next preceding Business Day) by
     the Federal Reserve Bank of New York, or, if such rate is not so
     published for any day that is a Business Day, the average of the
     quotations for such day for such transactions received by the
     Administrative Agent from three Federal funds brokers of
     recognized standing selected by it.

          "Freeport" means Freeport-McMoRan Resource Partners, Limited
     Partnership, a Delaware limited partnership.

          "Funded Debt"  means, with respect to any Person, all Debt of
     such Person which by its terms or by the terms of any instrument
     or agreement relating thereto matures, or which is otherwise
     payable or unpaid, more than one year from, or is directly or
     indirectly renewable or extendible at the option of the debtor to
     a date more than one year (including an option of the debtor under
     a revolving credit or similar agreement obligating the lender or
     lenders to extend credit over a period of more than one year)
     from, the date of the creation thereof.

          "GAAP" has the meaning specified in Section 1.03.

          "Guarantor" has the meaning specified in the recital of
     parties to this Agreement.

          "Guaranty" means the Guaranty set forth in Article VII.

          "Hazardous Materials" means (a) petroleum or petroleum
     products, natural or synthetic gas, asbestos in any form that is
     or could become friable, urea formaldehyde foam insulation and
     radon gas, (b) any substances defined as or included in the
     definition of "hazardous substances," "hazardous wastes,"
     "hazardous materials," "extremely hazardous wastes," "restricted
     hazardous wastes," "toxic substances," "toxic pollutants,"
     "contaminants" or "pollutants," or words of similar import, under
     any Environmental Law and (c) any other substance exposure to
     which is regulated under any Environmental Law.

          "Hedge Agreements" means interest rate swap, cap or collar
     agreements, interest rate future or option contracts, currency
     swap agreements, currency future or option contracts and other
     similar agreements.

          "IMC-Canada" means International Minerals & Chemical
     Corporation (Canada) Global Limited, a corporation incorporated
     under the laws of Canada.

          "IMC Partner" means IMC-Agrico GP Company, a Delaware
     corporation or any successor corporation otherwise permitted
     hereunder.

          "Indemnified Party" has the meaning specified in Section
     9.04(b).

          "Insufficiency" means, with respect to any Plan, the amount,
     if any, of its unfunded benefit liabilities, as defined in Section
     4001(a)(18) of ERISA.

          "Interest Period" means, for each Eurodollar Rate Advance
     comprising part of the same Borrowing, the period commencing on
     the date of such Eurodollar Rate Advance or the date of the
     Conversion of any Base Rate Advance into such Eurodollar Rate
     Advance, and ending on the last day of the period selected by the
     Borrower pursuant to the provisions below and, thereafter, each
     subsequent period commencing on the last day of the immediately
     preceding Interest Period and ending on the last day of the period
     selected by the Borrower pursuant to the provisions below.  The
     duration of each such Interest Period shall be one, two or three
     months, as the Borrower may, upon notice received by the
     Administrative Agent not later than 11:00 A.M. (New York City
     time) on the third Business Day prior to the first day of such
     Interest Period, select; provided, however, that:

                    (a)  the Borrower may not select any Interest
          Period that ends after any principal repayment installment
          date unless, after giving effect to such selection, the
          aggregate principal amount of Base Rate Advances and of
          Eurodollar Rate Advances having Interest Periods that end on
          or prior to such principal repayment installment date shall
          be at least equal to the aggregate principal amount of
          Advances due and payable on or prior to such date;

                    (b)  Interest Periods commencing on the same date
          for Eurodollar Rate Advances comprising part of the same
          Borrowing shall be of the same duration;

                    (c)  whenever the last day of any Interest Period
          would otherwise occur on a day other than a Business Day, the
          last day of such Interest Period shall be extended to occur
          on the next succeeding Business Day, provided, however, that,
          if such extension would cause the last day of such Interest
          Period to occur in the next following calendar month, the
          last day of such Interest Period shall occur on the next
          preceding Business Day; and

                    (d)  whenever the first day of any Interest Period
          occurs on a day of an initial calendar month for which there
          is no numerically corresponding day in the calendar month
          that succeeds such initial calendar month by the number of
          months equal to the number of months in such Interest Period,
          such Interest Period shall end on the last Business Day of
          such succeeding calendar month.

          "Internal Revenue Code" means the Internal Revenue Code of
     1986, as amended from time to time, and the regulations
     promulgated and rulings issued thereunder.

          "Investment" in any Person means any loan or advance to such
     Person, any purchase or other acquisition of any capital stock,
     warrants, rights, options, obligations or other securities of such
     Person, any capital contribution to such Person or any other
     investment in such Person, including, without limitation, any
     arrangement pursuant to which the investor incurs Debt of the
     types referred to in clauses (i) and (j) of the definition of
     "Debt" in respect of such Person.

          "Issuing Bank" means any of Citibank, NationsBank or
     Rabobank, as issuer of a Letter of Credit.

          "Joint Venture Agreement" means the Contribution Agreement
     dated as of April 5, 1993 between Freeport and the Borrower,
     together with all schedules and exhibits thereto, as in effect on
     the date hereof.

          "Joint Venture Company" means IMC-Agrico Company, a Delaware
     general partnership established pursuant to the terms of the Joint
     Venture Agreement.

          "Lenders" means the Banks listed on the signature pages
     hereof and each Eligible Assignee that shall become a party hereto
     pursuant to Section 9.07.

          "L/C Cash Collateral Account" means the interest-bearing cash
     collateral account maintained by the Borrower with Citibank at its
     office at 399 Park Avenue, New York, New York 10043, Account No.
     40604773, in the name of the Borrower but under the sole control
     and dominion of the Administrative Agent and subject to the terms
     of this Agreement.

          "L/C Related Documents" has the meaning specified in Section
     2.13(d)(i).

          "Letter of Credit" has the meaning specified in Section
     2.13(a).

          "Letter of Credit Advance" means an advance made by any
     Issuing Bank or any Lender pursuant to Section 2.13(c).

          "Letter of Credit Agreement" has the meaning specified in
     Section 2.13(b).

          "Letter of Credit Commitment" means, with respect to any
     Issuing Bank at any time, the amount set forth opposite such
     Issuing Bank's name on Schedule I hereto under the caption "Letter
     of Credit Commitment" or, if such Issuing Bank has entered into
     one or more Assignments and Acceptances, set forth for such
     Issuing Bank in the Register maintained by the Administrative
     Agent pursuant to Section 9.07(c) as such Issuing Bank's "Letter
     of Credit Commitment", as such amount may be reduced at or prior
     to such time pursuant to Section 2.04.

          "Letter of Credit Facility" means, at any time, an amount
     equal to the lesser of (a) the aggregate amount of the Letter of
     Credit Commitments of the Issuing Banks at such time and
     (b) $40,000,000, as such amount may be reduced at or prior to such
     time pursuant to Section 2.04.

          "Lien" means any lien, security interest or other charge or
     encumbrance of any kind, or any other type of preferential
     arrangement, including, without limitation, the lien or retained
     security title of a conditional vendor and any easement, right of
     way or other encumbrance on title to real property.

          "Loan Documents" means this Agreement, the Notes, the
     Subordination Agreement and each Letter of Credit Agreement.

          "Loan Parties" means the Borrower and the Guarantor.

          "Managing Partner" means IMC-Agrico MP, Inc., a Delaware
     corporation.

          "Margin Stock" has the meaning specified in Regulation U.

          "Material Adverse Change" means any material adverse change
     in the business, condition (financial or otherwise), operations,
     performance, properties or prospects of either Loan Party and its
     Subsidiaries taken as a whole.

          "Material Adverse Effect" means a material adverse effect on
     (a) the business, condition (financial or otherwise), operations,
     performance, properties or prospects of either Loan Party and its
     Subsidiaries taken as a whole, (b) the rights and remedies of the
     Administrative Agent, any Co-Agent or any Lender under any Loan
     Document or (c) the ability of either Loan Party to perform its
     Obligations under any Loan Document or Related Document to which
     it is or is to be a party.

          "Material Contract" means the Joint Venture Agreement.

          "Moody's" means Moody's Investors Service, Inc.

          "Multiemployer Plan" of any Person means a multiemployer
     plan, as defined in Section 4001(a)(3) of ERISA, to which such
     Person or any of its ERISA Affiliates is making or accruing an
     obligation to make contributions, or has within any of the
     preceding five plan years made or accrued an obligation to make
     contributions.

          "Multiple Employer Plan" of any Person means a single
     employer plan, as defined in Section 4001(a)(15) of ERISA, that
     (a) is maintained for employees of such Person or any of its ERISA
     Affiliates and at least one Person other than such Person and its
     ERISA Affiliates or (b) was so maintained and in respect of which
     such Person or any of its ERISA Affiliates could have liability
     under Section 4064 or 4069 of ERISA in the event such plan has
     been or were to be terminated.

          "NationsBank" has the meaning specified in the recital of
     parties to this Agreement.

          "Net Cash Proceeds" means, with respect to any sale, lease,
     transfer or other disposition of any asset or the sale or issuance
     of any Debt or capital stock, any securities convertible into or
     exchangeable for capital stock or any warrants, rights or options
     to acquire capital stock by any Person, the aggregate amount of
     cash received from time to time by or on behalf of such Person in
     connection with such transaction after deducting therefrom only
     (a) reasonable and customary brokerage commissions, underwriting
     fees and discounts, legal fees, finder's fees and other similar
     fees and commissions, to the extent, but only to the extent, that
     the amounts so deducted are, at the time of receipt of such cash,
     actually paid to a Person that is not an Affiliate and (b) the
     amount of taxes paid or reasonably estimated to be payable in
     connection with or as a result of such transaction, in each case
     to the extent, but only to the extent, that the amounts so
     deducted are properly attributable to such transaction or to the
     asset that is the subject thereof.

          "Note" means a promissory note of the Borrower payable to the
     order of any Lender, in substantially the form of Exhibit A
     hereto, evidencing the aggregate indebtedness of the Borrower to
     such Lender resulting from the Working Capital Advances made by
     such Lender.

          "Notice of Borrowing" has the meaning specified in Section
     2.02(a).

          "Notice of Issuance" has the meaning specified in Section
     2.13(b)(i).

          "Notice of Swing Line Borrowing" has the meaning specified in
     Section 2.02(b).

          "Obligation" means, with respect to any Person, any
     obligation of such Person of any kind, including, without
     limitation, any liability of such Person on any claim, whether or
     not the right of any creditor to payment in respect of such claim
     is reduced to judgment, liquidated, unliquidated, fixed,
     contingent, matured, disputed, undisputed, legal, equitable,
     secured or unsecured, and whether or not such claim is discharged,
     stayed or otherwise affected by any proceeding referred to in
     Section 6.01(f).  Without limiting the generality of the
     foregoing, the Obligations of the Loan Parties under the Loan
     Documents include (a) the obligation to pay principal, interest,
     Letter of Credit commissions, charges, expenses, fees, reasonable
     attorneys' fees and disbursements, indemnities and other amounts
     payable by either Loan Party under any Loan Document and (b) the
     obligation to reimburse any amount in respect of any of the
     foregoing that any Lender, in its reasonable discretion, may elect
     to pay or advance on behalf of such Loan Party.

          "OECD" means the Organization for Economic Cooperation and
     Development.

          "Other Taxes" has the meaning specified in Section 2.11(b).

          "Partnership Agreement" means the Amended and Restated
     Partnership Agreement dated as of July 1, 1993 (as further amended
     and restated as of May 26, 1995) among IMC Partner, Agrico,
     Limited Partnership, the Managing Partner and the Borrower,
     together with all schedules and exhibits thereto, as in effect on
     the date hereof.

          "Payment Block" means either of the following:

                    (a)  an Event of Default pursuant to Section
          6.01(a) shall occur; or

                    (b)  an Event of Default pursuant to Section
          6.01(f) shall occur.

          "Payment Block Period" means:  (i) with respect to the Event
     of Default described in clause (a) of the definition of "Payment
     Block", the period from the time such Event of Default occurs
     until such Event of Default has been cured or waived in writing;
     and (ii) with respect to the Event of Default described in clause
     (b) of the definition of "Payment Block", the period from the time
     such Event of Default occurs until the Advances, all interest
     thereon and all other amounts payable under this Agreement and the
     other Loan Documents shall be paid in full to the Administrative
     Agent, the Co-Agents and the Lenders in cash, including the
     deposit of funds in an amount equal to the aggregate Available
     Amount of all Letters of Credit then outstanding in the L/C Cash
     Collateral Account pursuant to the provisions of Section 6.02 and
     all other amounts specified therein.

          "PBGC" means the Pension Benefit Guaranty Corporation.

          "Peril" means, collectively, fire, lightning, flood,
     windstorm, hail, explosion, riot and civil commotion, vandalism
     and malicious mischief, damage from aircraft, vehicles and smoke
     and all other perils covered by the "all-risk" endorsement then in
     effect in the jurisdiction where insurance required pursuant to
     Section 5.01(d) is purchased.

          "Permitted Liens" means such of the following as to which no
     enforcement, collection, execution, levy or foreclosure proceeding
     shall have been commenced or as to which such enforcement,
     collection, execution, levy or foreclosure proceeding is being
     contested in good faith in a proper proceeding, and is not
     reasonably likely to have a Material Adverse Effect:  (a) Liens
     for taxes, assessments and governmental charges or levies to the
     extent not required to be paid by Section 5.01(b); (b) Liens
     imposed by law, such as materialmen's, mechanics', carriers',
     workmen's and repairmen's Liens and other similar Liens arising in
     the ordinary course of business securing obligations in an amount
     not to exceed $500,000 and that are not overdue for a period of
     more than 30 days; (c) pledges or deposits to secure obligations
     under workers' compensation laws or similar legislation or to
     secure public or statutory obligations; and (d) easements, rights
     of way and other encumbrances on title to real property that do
     not render title to the property encumbered thereby unmarketable
     or materially adversely affect the use of such property for its
     present purposes.

          "Person" means an individual, partnership, corporation
     (including a business trust), limited liability company, joint
     stock company, trust, unincorporated association, joint venture or
     other entity, or a government or any political subdivision or
     agency thereof.

          "Plan" means a Single Employer Plan or a Multiple Employer
     Plan.

          "Potash" means IMC Potash Corporation, a Delaware corporation
     and a wholly-owned Subsidiary of the Borrower.

          "Pre-Commitment Information" has the meaning specified in
     Section 3.01(e).

          "Preferred Stock" means, with respect to any corporation,
     capital stock issued by such corporation that is entitled to a
     preference or priority over any other capital stock issued by such
     corporation upon any distribution of such corporation's assets,
     whether by dividend or upon liquidation.

          "Prepayment Account" means the account of the Borrower
     maintained by the Borrower with Citibank at its office at 399 Park
     Avenue, New York, New York 10043, Account No. 40608694, Account
     Name:  IMCF Prepayment Account, in the name of the Borrower but
     under the sole control and dominion of the Administrative Agent
     and subject to the terms of this Agreement.

          "Pro Rata Share" of any amount means, with respect to any
     Lender at any time, the product of such amount times a fraction
     the numerator of which is the amount of such Lender's Working
     Capital Commitment at such time and the denominator of which is
     the Working Capital Facility at such time.

          "Rabobank" has the meaning specified in the recital of
     parties to this Agreement.

          "Redeemable" means, with respect to any capital stock, Debt
     or other right or Obligation, any such right or Obligation that
     (a) the issuer has undertaken to redeem at a fixed or determinable
     date or dates, whether by operation of a sinking fund or
     otherwise, or upon the occurrence of a condition not solely within
     the control of the issuer or (b) is redeemable at the option of
     the holder.

          "Register" has the meaning specified in Section 9.07(c).

          "Regulation U" means Regulation U of the Board of Governors
     of the Federal Reserve System, as in effect from time to time.

          "Related Documents" means the Subordinated Intercompany
     Notes.

          "Relevant Subsidiary" of any Person means a Subsidiary (i)
     the stockholders' equity of which is $10,000,000 or more on, or at
     any time after, the first date on which all of the conditions in
     Article III have been satisfied or (ii) the annual revenues of
     which are $10,000,000 or more for the year ended June 30, 1994, or
     any fiscal year of the Guarantor thereafter, in each case as shown
     in a certificate of the chief financial officer of such
     Subsidiary.

          "Required Lenders" means at any time Lenders owed or holding
     at least 66-2/3% of the sum of (a) the aggregate principal amount
     of the Advances outstanding at such time and (b) the aggregate
     Available Amount of all Letters of Credit outstanding at such
     time, or, if no such principal amount and no Letters of Credit are
     outstanding at such time, Lenders holding at least 66-2/3% of the
     aggregate Working Capital Commitments at such time; provided,
     however, if any Lender shall be a Defaulting Lender at such time,
     there shall be excluded from the determination of Required Lenders
     at such time (i) the aggregate principal amount of the Advances
     owing to such Lender (in its capacity as a Lender) and outstanding
     at such time, (ii) such Lender's Pro Rata Share of the aggregate
     Available Amount of all Letters of Credit outstanding at such time
     and (iii) if no Advances and no Letters of Credit are outstanding
     at such time, the Working Capital Commitment of such Lender at
     such time.  For purposes of this definition, the aggregate
     principal amount of Swing Line Advances owing to the Swing Line
     Bank and of Letter of Credit Advances owing to any Issuing Bank
     and the Available Amount of each Letter of Credit shall be
     considered to be owed to the Lenders ratably in accordance with
     their respective Working Capital Commitments.

          "Responsible Officer" means the chief executive officer,
     chief operating officer, chief financial officer or chief
     accounting officer of the Guarantor or the Borrower or any other
     officer of the Guarantor or the Borrower involved principally in
     its financial administration or its controllership function.

          "S&P" means Standard & Poor's Ratings Group, a division of
     McGraw-Hill, Inc.

          "Single Employer Plan" of any Person means a single employer
     plan, as defined in Section 4001(a)(15) of ERISA, that (a) is
     maintained for employees of such Person or any of its ERISA
     Affiliates and no Person other than such Person and its ERISA
     Affiliates or (b) was so maintained and in respect of which such
     Person or any of its ERISA Affiliates could have liability under
     Section 4069 of ERISA in the event such plan has been or were to
     be terminated.

          "Subordinated Intercompany Notes" means the subordinated
     intercompany promissory notes made by the Borrower to the order of
     the Guarantor, copies of which are attached hereto as Exhibits G-
     1, G-2 and G-3.

          "Subordination Agreement" means the Subordination Agreement
     dated as of June 29, 1993 made by the Guarantor in favor of the
     Existing Lenders and certain other creditors of the Borrower, as
     amended or otherwise modified from time to time in accordance with
     its terms, to the extent permitted hereunder, a copy of which is
     attached hereto as Exhibit F.

          "Subsidiary" of any Person means any corporation,
     partnership, joint venture, limited liability company, trust or
     estate of which (or in which) more than 50% of (a) the issued and
     outstanding capital stock having ordinary voting power to elect a
     majority of the Board of Directors of such corporation
     (irrespective of whether at the time capital stock of any other
     class or classes of such corporation shall or might have voting
     power upon the occurrence of any contingency), (b) the interest in
     the capital or profits of such limited liability company,
     partnership or joint venture or (c) the beneficial interest in
     such trust or estate is at the time directly or indirectly owned
     or controlled by such Person, by such Person and one or more of
     its other Subsidiaries or by one or more of such Person's other
     Subsidiaries; provided that in any event, the Joint Venture
     Company shall be deemed to be a Subsidiary of the Borrower and the
     Guarantor.

          "Swing Line Advance" means an advance made by (a) the Swing
     Line Bank pursuant to Section 2.01(b) or (b) any Lender pursuant
     to Section 2.02(b).

          "Swing Line Bank" means Citibank.

          "Swing Line Facility" has the meaning specified in Section
     2.01(b).

          "Tax Certificate" has the meaning specified in Section
     5.03(n).

          "Taxes" has the meaning specified in Section 2.11(a).

          "Termination Date" means the earlier of July 31, 2000 and the
     date of termination in whole of the Commitments pursuant to
     Section 2.04 or 6.01.

          "Type" refers to the distinction between Advances bearing
     interest at the Base Rate and Advances bearing interest at the
     Eurodollar Rate.

          "Unused Commitment Fee Rate" has the meaning specified in
     Section 2.07.

          "Unused Working Capital Commitment" means, with respect to
     any Lender at any time, (a) such Lender's Working Capital
     Commitment at such time minus (b) the sum of (i) the aggregate
     principal amount of all Working Capital Advances, Swing Line
     Advances and Letter of Credit Advances made by such Lender and
     outstanding at such time, plus (ii) such Lender's Pro Rata Share
     of (A) the aggregate Available Amount of all Letters of Credit
     outstanding at such time, (B) the aggregate principal amount of
     all Letter of Credit Advances made by the Issuing Banks pursuant
     to Section 2.13(c) and outstanding at such time other than any
     such Letter of Credit Advance which, at or prior to such time, has
     been assigned in part to such Lender pursuant to Section 2.13(c)
     and (C) the aggregate principal amount of all Swing Line Advances
     made by the Swing Line Bank pursuant to Section 2.01(b) and
     outstanding at such time.

          "Voting Stock" means capital stock issued by a corporation,
     or equivalent interests in any other Person, the holders of which
     are ordinarily, in the absence of contingencies, entitled to vote
     for the election of directors (or persons performing similar
     functions) of such Person, even if the right so to vote has been
     suspended by the happening of such a contingency.

          "Welfare Plan" means a welfare plan, as defined in Section
     3(1) of ERISA.

          "Withdrawal Liability" has the meaning specified in Part I of
     Subtitle E of Title IV of ERISA.

          "Working Capital Advance" has the meaning specified in
     Section 2.01(a).

          "Working Capital Borrowing" means a borrowing consisting of
     simultaneous Working Capital Advances of the same Type made by the
     Lenders.

          "Working Capital Commitment" means, with respect to any
     Lender at any time, the amount set forth opposite such Lender's
     name on Schedule I hereto under the caption "Working Capital
     Commitment" or, if such Lender has entered into one or more
     Assignments and Acceptances, set forth for such Lender in the
     Register maintained by the Administrative Agent pursuant to
     Section 9.07(c) as such Lender's "Working Capital Commitment", as
     such amount may be reduced at or prior to such time pursuant to
     Section 2.04.

          "Working Capital Facility" means, at any time, the aggregate
     amount of the Lenders' Working Capital Commitments at such time.

          SECTION 1.02.  Computation of Time Periods.  In this
Agreement in the computation of periods of time from a specified date
to a later specified date, the word "from" means "from and including"
and the words "to" and "until" each mean "to but excluding".

          SECTION 1.03.  Accounting Terms.  All accounting terms not
specifically defined herein shall be construed in accordance with
generally accepted accounting principles consistent with those applied
in the preparation of the financial statements referred to in Section
4.01(f) ("GAAP").

     ARTICLE II

               AMOUNTS AND TERMS OF THE ADVANCES
                   AND THE LETTERS OF CREDIT

          SECTION 2.01.  The Advances.  (a)  The Working Capital
Advances.  (i)  Effective as of the Effective Date, each Existing
Lender hereby sells and assigns all of its rights in and to, and all of
its obligations under, each Existing Advance owing to it and the
Existing Working Capital Commitment held by it, the amounts of which
are set forth opposite its name on Schedule 9.12 hereto, to the Lenders
and each Lender hereby purchases and assumes, based on such Lender's
Pro Rata Share of the Working Capital Facility, all of the Existing
Lenders' rights in and to, and obligations under, the Existing Advances
and the Existing Working Capital Commitments.

          (ii) Each Lender severally agrees, on the terms and
conditions hereinafter set forth, to make advances (each a "Working
Capital Advance") to the Borrower from time to time on any Business Day
during the period from the Effective Date until the Termination Date in
an amount for each such Advance not to exceed such Lender's Unused
Working Capital Commitment on such Business Day.  Each Working Capital
Borrowing shall be in an aggregate amount of $5,000,000 or an integral
multiple of $1,000,000 in excess thereof and shall consist of Working
Capital Advances made by the Lenders ratably according to their Working
Capital Commitments.  Within the limits of each Lender's Unused Working
Capital Commitment in effect from time to time, the Borrower may borrow
under this Section 2.01(a), prepay pursuant to Section 2.05(a) and
reborrow under this Section 2.01(a).

          (b)  The Swing Line Advances.  The Borrower may request the
Swing Line Bank to make, and the Swing Line Bank may, if in its sole
discretion it elects to do so, make, on the terms and conditions
hereinafter set forth, Swing Line Advances to the Borrower from time to
time on any Business Day during the period from the Effective Date
until the Termination Date (i) in an aggregate amount not to exceed at
any time outstanding $10,000,000 (the "Swing Line Facility") and
(ii) in an amount for each such Swing Line Borrowing not to exceed the
aggregate of the Unused Working Capital Commitments of the Lenders at
such time.  No Swing Line Advance shall be used for the purpose of
funding the payment of principal of any other Swing Line Advance.  Each
Swing Line Borrowing shall be in an amount of $500,000 or an integral
multiple of $250,000 in excess thereof and shall be made as a Base Rate
Advance.  Within the limits of the Swing Line Facility and within the
limits referred to in clause (ii) above, so long as the Swing Line
Bank, in its sole discretion, elects to make Swing Line Advances, the
Borrower may borrow under this Section 2.01(b), repay pursuant to
Section 2.03(c) or prepay pursuant to Section 2.05(a) and reborrow
under this Section 2.01(b).

          SECTION 2.02.  Making the Advances.  (a)  Except as otherwise
provided in Section 2.02(b) or 2.13, each Borrowing shall be made on
notice, given not later than 11:00 A.M. (New York City time) on the
third Business Day prior to the date of the proposed Borrowing, in the
case of a Borrowing consisting of Eurodollar Rate Advances, and the
Business Day prior to the date of the proposed Borrowing, in the case
of a Borrowing consisting of Base Rate Advances, by the Borrower to the
Administrative Agent, which shall give to each Lender prompt notice
thereof by telex, telecopier or cable.  Each such notice of a Borrowing
(a "Notice of Borrowing") shall be by telex, telecopier or cable,
confirmed immediately in writing, in substantially the form of Exhibit
B hereto, specifying therein the requested (i) date of such Borrowing,
(ii) Type of Advances comprising such Borrowing, (iii) aggregate amount
of such Borrowing and (iv) in the case of a Borrowing consisting of
Eurodollar Rate Advances, initial Interest Period for each such
Advance.  In the case of a proposed Borrowing comprised of Eurodollar
Rate Advances, the Administrative Agent shall promptly notify each
Lender of the applicable interest rate under Section 2.06(a)(ii).  Each
Lender shall, before 11:00 A.M. (New York City time) on the date of
such Borrowing, make available for the account of its Applicable
Lending Office to the Administrative Agent at the Administrative
Agent's Account, in same day funds, such Lender's ratable portion of
such Borrowing in accordance with the respective Commitments of such
Lender and the other Lenders.  After the Administrative Agent's receipt
of such funds and upon fulfillment of the applicable conditions set
forth in Article III, the Administrative Agent will make such funds
available to the Borrower by crediting the Borrower's Account;
provided, however, that the Administrative Agent shall first make a
portion of such funds equal to the aggregate principal amount of any
Swing Line Advances and Letter of Credit Advances made by the Swing
Line Bank or any Issuing Bank, as the case may be, and by any other
Lender and outstanding on the date of such Borrowing, plus interest
accrued and unpaid thereon to and as of such date, available to the
Swing Line Bank or such Issuing Bank, as the case may be, and such
other Lenders for repayment of such Swing Line Advances and Letter of
Credit Advances.

          (b)  Each Swing Line Borrowing shall be made on notice, given
not later than 11:00 A.M. (New York City time) on the date of the
proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank
and the Administrative Agent.  Each such notice of a Swing Line
Borrowing (a "Notice of Swing Line Borrowing") shall be by telephone,
confirmed immediately in writing, or telex or telecopier, specifying
therein the requested (i) date of such Borrowing, (ii) amount of such
Borrowing and (iii) maturity of such Borrowing (which maturity shall be
no later than the 14th day after the requested date of such Borrowing).
If, in its sole discretion, it elects to make the requested Swing Line
Advance, the Swing Line Bank will make the amount thereof available to
the Administrative Agent at the Administrative Agent's Account, in same
day funds.  After the Administrative Agent's receipt of such funds and
upon fulfillment of the applicable conditions set forth in Article III,
the Administrative Agent will make such funds available to the Borrower
by crediting the Borrower's Account.  Upon written demand by the Swing
Line Bank, with a copy of such demand to the Administrative Agent, each
other Lender shall purchase from the Swing Line Bank, and the Swing
Line Bank shall sell and assign to each such other Lender, such other
Lender's Pro Rata Share of such outstanding Swing Line Advance as of
the date of such demand, by making available for the account of its
Applicable Lending Office to the Administrative Agent for the account
of the Swing Line Bank, by deposit to the Administrative Agent's
Account, in same day funds, an amount equal to the portion of the
outstanding principal amount of such Swing Line Advance to be purchased
by such Lender.  The Borrower hereby agrees to each such sale and
assignment.  Each Lender agrees to purchase its Pro Rata Share of an
outstanding Swing Line Advance on (i) the Business Day on which demand
therefor is made by the Swing Line Bank, provided that notice of such
demand is given not later than 11:00 A.M. (New York City time) on such
Business Day or (ii) the first Business Day next succeeding such demand
if notice of such demand is given after such time.  Upon any such
assignment by the Swing Line Bank to any other Lender of a portion of a
Swing Line Advance, the Swing Line Bank represents and warrants to such
other Lender that the Swing Line Bank is the legal and beneficial owner
of such interest being assigned by it, but makes no other
representation or warranty and assumes no responsibility with respect
to such Swing Line Advance, the Loan Documents or any Loan Party.  If
and to the extent that any Lender shall not have so made the amount of
such Swing Line Advance available to the Administrative Agent, such
Lender agrees to pay to the Administrative Agent forthwith on demand
such amount together with interest thereon, for each day from the date
of demand by Swing Line Bank until the date such amount is paid to the
Administrative Agent, at the Federal Funds Rate.  If such Lender shall
pay to the Administrative Agent such amount for the account of the
Swing Line Bank on any Business Day, such amount so paid in respect of
principal shall constitute a Swing Line Advance made by such Lender on
such Business Day for purposes of this Agreement, and the outstanding
principal amount of the Swing Line Advance made by the Swing Line Bank
shall be reduced by such amount on such Business Day.

          (c)  Anything in subsection (a) above to the contrary
notwithstanding, (i) the Borrower may not select Eurodollar Rate
Advances for the initial Borrowing hereunder or for any Borrowing if
the aggregate amount of such Borrowing is less than $5,000,000 or if
the obligation of the Lenders to make Eurodollar Rate Advances shall
then be suspended pursuant to Section 2.09 and (ii) the Working Capital
Advances may not be outstanding as part of more than 5 separate
Borrowings.

          (d)  Each Notice of Borrowing and Notice of Swing Line
Borrowing shall be irrevocable and binding on the Borrower.  In the
case of any Borrowing that the related Notice of Borrowing specifies is
to be comprised of Eurodollar Rate Advances, the Borrower shall
indemnify each Lender against any loss, cost or expense incurred by
such Lender as a result of any failure to fulfill on or before the date
specified in such Notice of Borrowing for such Borrowing the applicable
conditions set forth in Article III, including, without limitation, any
loss (including loss of anticipated profits), cost or expense incurred
by reason of the liquidation or reemployment of deposits or other funds
acquired by such Lender to fund the Advance to be made by such Lender
as part of such Borrowing when such Advance, as a result of such
failure, is not made on such date.

          (e)  Unless the Administrative Agent shall have received
notice from a Lender prior to the date of any Borrowing that such
Lender will not make available to the Administrative Agent such
Lender's ratable portion of such Borrowing, the Administrative Agent
may assume that such Lender has made such portion available to the
Administrative Agent on the date of such Borrowing in accordance with
subsection (a) of this Section 2.02 and the Administrative Agent may,
in reliance upon such assumption, make available to the Borrower on
such date a corresponding amount.  If and to the extent that such
Lender shall not have so made such ratable portion available to the
Administrative Agent, such Lender and the Borrower severally agree to
repay or pay to the Administrative Agent forthwith on demand such
corresponding amount and to pay interest thereon, for each day from the
date such amount is made available to the Borrower until the date such
amount is repaid or paid to the Administrative Agent, at (i) in the
case of the Borrower, the interest rate applicable at such time under
Section 2.06 to Advances comprising such Borrowing and (ii) in the case
of such Lender, the Federal Funds Rate.  If such Lender shall pay to
the Administrative Agent such corresponding amount, such amount so paid
shall constitute such Lender's Advance as part of such Borrowing for
purposes of this Agreement.

          (f)  The failure of any Lender to make the Advance to be made
by it as part of any Borrowing shall not relieve any other Lender of
its obligation, if any, hereunder to make its Advance on the date of
such Borrowing, but no Lender shall be responsible for the failure of
any other Lender to make the Advance to be made by such other Lender on
the date of any Borrowing.

          SECTION 2.03.  Repayment.  (a)  Working Capital Advances.
The Borrower shall repay to the Administrative Agent for the ratable
account of the Lenders the aggregate outstanding principal amount of
the Working Capital Advances on the Termination Date.

          (b)  Letter of Credit Advances.  The Borrower shall repay to
the Administrative Agent for the account of each Issuing Bank and each
other Lender that has made a Letter of Credit Advance the outstanding
principal amount of each Letter of Credit Advance made by each of them
on demand and in any event, on the Termination Date.

          (c)  Swing Line Advances.  The Borrower shall repay to the
Administrative Agent for the account of the Swing Line Bank and each
other Lender that has made a Swing Line Advance the outstanding
principal amount of each Swing Line Advance made by each of them on the
earlier of the maturity date specified in the applicable Notice of
Swing Line Borrowing (which maturity shall be no later than the
fourteenth day after the requested date of such Borrowing) and the
Termination Date.

          SECTION 2.04.  Optional Reduction of the Commitments.  The
Borrower may, upon at least three Business Days' notice to the
Administrative Agent, terminate in whole or reduce in part the Unused
Working Capital Commitments or the unused portion of the Letter of
Credit Commitments; provided, however, that each partial reduction of
the Working Capital Facility or the Letter of Credit Facility (i) shall
be in an aggregate amount of $5,000,000 or an integral multiple of
$1,000,000 in excess thereof and (ii) shall be made ratably among the
Lenders or the Issuing Banks, as the case may be, in accordance with
their Commitments with respect to the Working Capital Facility or the
Letter of Credit Facility, as the case may be.

          SECTION 2.05.  Prepayments.  (a)  Optional.  The Borrower
may, upon at least three Business Days' notice to the Administrative
Agent stating the proposed date and aggregate principal amount of the
prepayment, and if such notice is given the Borrower shall, prepay the
outstanding aggregate principal amount of the Advances comprising part
of the same Borrowing in whole or ratably in part, together with
accrued interest to the date of such prepayment on the aggregate
principal amount prepaid; provided, however, that (x) each partial
prepayment shall be in an aggregate principal amount of $1,000,000 or
an integral multiple of $1,000,000 in excess thereof or such lesser
amount as may then be outstanding and (y) if any prepayment of a
Eurodollar Rate Advance is made on a date other than the last day of an
Interest Period for such Advance the Borrower shall also pay any
amounts owing pursuant to Section 9.04(c).

          (b)  Mandatory.  (i)  If the Managing Partner determines, in
its reasonable business judgment and otherwise in accordance with the
terms of the Joint Venture Agreement, to distribute the Net Cash
Proceeds from the sale, lease, transfer or other disposition of any
assets (other than sales of assets in the ordinary course of business
and other than sales of assets in an aggregate amount not to exceed
$10,000,000 from the date hereof) of the Joint Venture Company to the
equity holders of the Joint Venture Company, the Borrower shall, on the
date of receipt of its portion (which shall be determined in accordance
with the terms of the Joint Venture Agreement) of the Net Cash
Proceeds, prepay an aggregate principal amount of the Advances
comprising part of the same Borrowings equal to the amount of such Net
Cash Proceeds received by it (subject to clause (v) below).

          (ii) The Borrower shall, on each Business Day, prepay an
aggregate principal amount of the Working Capital Advances comprising
part of the same Borrowings, the Letter of Credit Advances and the
Swing Line Advances equal to the amount by which (A) the sum of the
aggregate principal amount of (x) the Working Capital Advances, (y) the
Letter of Credit Advances and (z) the Swing Line Advances then
outstanding plus the aggregate Available Amount of all Letters of
Credit then outstanding exceeds (B) the Working Capital Facility on
such Business Day.

          (iii)     The Borrower shall, on each Business Day, pay to
the Administrative Agent for deposit in the L/C Cash Collateral Account
an amount sufficient to cause the aggregate amount on deposit in such
Account to equal the amount by which the aggregate Available Amount of
all Letters of Credit then outstanding exceeds the Letter of Credit
Facility on such Business Day.

          (iv) All prepayments under this subsection (b) shall be made
together with accrued interest to the date of such prepayment on the
principal amount prepaid, but without penalty or premium.

          (v)  So long as no Default has occurred and is continuing, to
the extent that the provisions of Section 2.05(b)(i) would otherwise
require the application of any prepayment to Eurodollar Rate Advances
on a date that is not the last day of the then existing Interest Period
therefor, the Borrower shall have the right, in lieu of making such
prepayment on such date, to deposit the amount of such prepayment in
the Prepayment Account for disbursement and application in accordance
with the foregoing provisions of this Section 2.05 on the last day of
the then existing Interest Period for such Eurodollar Rate Advances.

          SECTION 2.06.  Interest.  (a)  Ordinary Interest.  The
Borrower shall pay interest on the unpaid principal amount of each
Advance owing to each Lender from the date of such Advance until such
principal amount shall be paid in full, at the following rates per
annum:

          (i)  Base Rate Advances.  During such periods as such Advance
     is a Base Rate Advance, a rate per annum equal at all times to the
     sum of (i) the Base Rate in effect from time to time plus (ii) the
     Applicable Margin in effect from time to time, payable in arrears
     monthly on the last day of each month during such periods and on
     the date such Base Rate Advance shall be Converted or paid in
     full.

          (ii) Eurodollar Rate Advances.  During such periods as such
     Advance is a Eurodollar Rate Advance, a rate per annum equal at
     all times during each Interest Period for such Advance to the sum
     of (i) the Eurodollar Rate for such Interest Period for such
     Advance plus (ii) the Applicable Margin in effect on the first day
     of such Interest Period, payable in arrears on the last day of
     such Interest Period.

          (b)  Default Interest.  Upon the occurrence and during the
continuance of a Default, the Borrower shall pay interest on (i) the
unpaid principal amount of each Advance owing to each Lender, payable
in arrears on the dates referred to in clause (a)(i) or (a)(ii) above,
at a rate per annum equal at all times to 2% per annum above the rate
per annum required to be paid on such Advance pursuant to clause (a)(i)
or (a)(ii) above and (ii) to the fullest extent permitted by law, the
amount of any interest, fee or other amount payable hereunder which is
not paid when due, from the date such amount shall be due until such
amount shall be paid in full, payable in arrears on the date such
amount shall be paid in full and on demand, at a rate per annum equal
at all times to 2% per annum above the rate per annum required to be
paid on Base Rate Advances pursuant to clause (a)(i) above.

          SECTION 2.07.  Fees.  (a)  Commitment Fee.  The Borrower
shall pay to the Administrative Agent for the account of the Lenders a
commitment fee on the average daily Unused Working Capital Commitment
of such Lender plus its Pro Rata Share of the average daily outstanding
Swing Line Advances during the quarter for which such commitment fee is
payable, from the date hereof in the case of each Bank and from the
effective date specified in the Assignment and Acceptance pursuant to
which it became a Lender in the case of each other Lender until the
Termination Date at a rate per annum (the "Unused Commitment Fee Rate")
determined by reference to the Leverage Ratio in effect from time to
time as set forth below:

     Level     Leverage Ratio                     Unused
                                             Commitment Fee Ra
                                             te
     
     Level 1   Less than or equal to 0.4000              0.250%
     Level 2   Greater than 0.4000 and less              0.250%
               than or equal to 0.4725
     Level 3   Greater than 0.4725 and less              0.250%
               than or equal to 0.4897
     Level 4   Greater than 0.4897 and less              0.375%
               than or equal to 0.5068
     Level 5   Greater than 0.5068                       0.500%

Such commitment fee shall in all cases be payable in arrears quarterly
on the last Business Day of each March, June, September and December,
commencing on September 30, 1995 and on the Termination Date; provided,
however, that any commitment fee accrued with respect to any of the
Commitments of a Defaulting Lender during the period prior to the time
such Lender became a Defaulting Lender and unpaid at such time shall
not be payable by the Borrower so long as such Lender shall be a
Defaulting Lender except to the extent that such commitment fee shall
otherwise have been due and payable by the Borrower prior to such time;
and provided further that no commitment fee shall accrue on any of the
Commitments of a Defaulting Lender so long as such Lender shall be a
Defaulting Lender.

          (b)  Administrative Agent's Fees.  The Borrower shall pay to
the Administrative Agent for its own account such fees as may from time
to time be agreed between the Borrower and the Administrative Agent.

          SECTION 2.08.  Conversion of Advances.  (a)  Optional.  The
Borrower may on any Business Day, upon notice given to the
Administrative Agent not later than 11:00 A.M. (New York City time) on
the third Business Day prior to the date of the proposed Conversion and
subject to the provisions of Section 2.09, Convert all or any portion
of the Advances of one Type comprising the same Working Capital
Borrowing into Advances of the other Type; provided, however, that any
Conversion of Eurodollar Rate Advances into Base Rate Advances shall be
made only on the last day of an Interest Period for such Eurodollar
Rate Advances, any Conversion of Base Rate Advances into Eurodollar
Rate Advances shall be in an amount not less than the minimum amount
specified in Section 2.02(c) and no Conversion of any Advances shall
result in more separate Working Capital Borrowings than permitted under
Section 2.02(c).  Each such notice of Conversion shall, within the
restrictions specified above, specify (i) the date of such Conversion,
(ii) the Advances to be Converted and (iii) if such Conversion is into
Eurodollar Rate Advances, the duration of the initial Interest Period
for such Advances.  Each notice of Conversion shall be irrevocable and
binding on the Borrower.

          (b)  Mandatory.  (i)  On the date on which the aggregate
unpaid principal amount of Eurodollar Rate Advances comprising any
Borrowing shall be reduced, by payment or prepayment or otherwise, to
less than $5,000,000, such Advances shall automatically Convert into
Base Rate Advances.

          (ii) If the Borrower shall fail to select the duration of any
Interest Period for any Eurodollar Rate Advances in accordance with the
provisions contained in the definition of "Interest Period" in Section
1.01, the Administrative Agent will forthwith so notify the Borrower
and the Lenders, whereupon each such Eurodollar Rate Advance will
automatically, on the last day of the then existing Interest Period
therefor, Convert into a Base Rate Advance.

          SECTION 2.09.  Increased Costs, Etc.  (a)  If, due to either
(i) the introduction of or any change in or in the interpretation of
any law or regulation or (ii) the compliance with any guideline or
request from any central bank or other governmental authority (whether
or not having the force of law), there shall be any increase in the
cost to any Lender of agreeing to make or of making, funding or
maintaining Eurodollar Rate Advances (excluding for purposes of this
Section 2.09 any such increased costs resulting from Taxes or Other
Taxes (as to which Section 2.11 shall govern)) or of agreeing to issue
or of issuing or maintaining Letters of Credit or of agreeing to make
or of making or maintaining Letter of Credit Advances, then the
Borrower shall from time to time, upon demand by such Lender (with a
copy of such demand to the Administrative Agent), pay to the
Administrative Agent for the account of such Lender additional amounts
sufficient to compensate such Lender for such increased cost; provided,
however, that before making any such demand, each Lender agrees to use
reasonable efforts (consistent with its internal policy and legal and
regulatory restrictions) to designate a different Applicable Lending
Office if the making of such a designation would avoid the need for, or
reduce the amount of, such increased cost and would not, in the sole
judgment of such Lender, be otherwise disadvantageous to such Lender.
A certificate as to the amount of such increased cost, submitted to the
Borrower by such Lender, shall be conclusive and binding for all
purposes, absent manifest error.

          (b)  If any Lender determines that compliance with any law or
regulation or any guideline or request from any central bank or other
governmental authority (whether or not having the force of law) affects
or would affect the amount of capital required or expected to be
maintained by such Lender or any corporation controlling such Lender
and that the amount of such capital is increased by or based upon the
existence of such Lender's commitment to lend hereunder and other
commitments of such type or the issuance or maintenance of the Letters
of Credit (or similar contingent obligations), then, upon demand by
such Lender (with a copy of such demand to the Administrative Agent),
the Borrower shall pay to the Administrative Agent for the account of
such Lender, from time to time as specified by such Lender, additional
amounts sufficient to compensate such Lender in the light of such
circumstances, to the extent that such Lender reasonably determines
such increase in capital to be allocable to the existence of such
Lender's commitment to lend hereunder or to the issuance or maintenance
of any Letters of Credit.  A certificate as to such amounts submitted
to the Borrower by such Lender shall be conclusive and binding for all
purposes, absent manifest error.

          (c)  If, with respect to any Eurodollar Rate Advances, the
Required Lenders notify the Administrative Agent that the Eurodollar
Rate for any Interest Period for such Advances will not adequately
reflect the cost to such Lenders of making, funding or maintaining
their Eurodollar Rate Advances for such Interest Period, the
Administrative Agent shall forthwith so notify the Borrower and the
Lenders, whereupon (i) each such Eurodollar Rate Advance will
automatically, on the last day of the then existing Interest Period
therefor, Convert into a Base Rate Advance and (ii) the obligation of
the Lenders to make, or to Convert Advances into, Eurodollar Rate
Advances shall be suspended until the Administrative Agent shall notify
the Borrower that such Lenders have determined that the circumstances
causing such suspension no longer exist; provided, however, that before
making any such demand, each Lender agrees to use reasonable efforts
(consistent with its internal policy and legal and regulatory
restrictions) to designate a different Eurodollar Lending Office if the
making of such a designation would allow such Lender or its Eurodollar
Lending Office to continue to perform its obligations to make
Eurodollar Rate Advances or to continue to fund or maintain Eurodollar
Rate Advances and would not, in the sole judgment of such Lender, be
otherwise disadvantageous to such Lender.

          (d)  Notwithstanding any other provision of this Agreement,
if the introduction of or any change in or in the interpretation of any
law or regulation shall make it unlawful, or any central bank or other
governmental authority shall assert that it is unlawful, for any Lender
or its Eurodollar Lending Office to perform its obligations hereunder
to make Eurodollar Rate Advances or to continue to fund or maintain
Eurodollar Rate Advances hereunder, then, on notice thereof and demand
therefor by such Lender to the Borrower through the Administrative
Agent, (i) each Eurodollar Rate Advance will automatically, upon such
demand, Convert into a Base Rate Advance and (ii) the obligation of the
Lenders to make, or to Convert Advances into, Eurodollar Rate Advances
shall be suspended until the Administrative Agent shall notify the
Borrower that such Lender has determined that the circumstances causing
such suspension no longer exist.

          (e)  Upon the occurrence and during the continuance of any
Default, (i) each Eurodollar Rate Advance will automatically, on the
last day of the then existing Interest Period therefor, Convert into a
Base Rate Advance and (ii) the obligation of the Lenders to make, or to
Convert Advances into, Eurodollar Rate Advances shall be suspended.

          SECTION 2.10.  Payments and Computations.  (a)  The Borrower
shall make each payment hereunder and under the Notes not later than
11:00 A.M. (New York City time) on the day when due in U.S. dollars to
the Administrative Agent at the Administrative Agent's Account in same
day funds.  The Administrative Agent will promptly thereafter cause
like funds to be distributed (i) if such payment by the Borrower is in
respect of principal, interest, commitment fees or any other Obligation
then payable hereunder and under the Notes to more than one Lender, to
such Lenders for the account of their respective Applicable Lending
Offices ratably in accordance with the amounts of such respective
Obligations then payable to such Lenders and (ii) if such payment by
the Borrower is in respect of any Obligation then payable hereunder to
one Lender, to such Lender for the account of its Applicable Lending
Office, in each case to be applied in accordance with the terms of this
Agreement.  Upon its acceptance of an Assignment and Acceptance and
recording of the information contained therein in the Register pursuant
to Section 9.07(d), from and after the effective date of such
Assignment and Acceptance, the Administrative Agent shall make all
payments hereunder and under the Notes in respect of the interest
assigned thereby to the Lender assignee thereunder, and the parties to
such Assignment and Acceptance shall make all appropriate adjustments
in such payments for periods prior to such effective date directly
between themselves.

          (b)  The Borrower hereby authorizes each Lender, if and to
the extent payment owed to such Lender is not made when due hereunder
or under the Note held by such Lender, to charge from time to time
against any or all of the Borrower's accounts with such Lender any
amount so due.

          (c)  All computations of interest based on the Base Rate
shall be made by the Administrative Agent on the basis of a year of 365
or 366 days, as the case may be, and all computations of interest based
on the Eurodollar Rate or the Federal Funds Rate and of all fees and
Letter of Credit commissions shall be made by the Administrative Agent
on the basis of a year of 360 days, in each case for the actual number
of days (including the first day but excluding the last day) occurring
in the period for which such interest, fees or commissions are payable.
Each determination by the Administrative Agent of an interest rate, fee
or commission hereunder shall be conclusive and binding for all
purposes, absent manifest error.

          (d)  Whenever any payment hereunder or under the Notes shall
be stated to be due on a day other than a Business Day, such payment
shall be made on the next succeeding Business Day, and such extension
of time shall in such case be included in the computation of payment of
interest or commitment fee, as the case may be; provided, however,
that, if such extension would cause payment of interest on or principal
of Eurodollar Rate Advances to be made in the next following calendar
month, such payment shall be made on the next preceding Business Day.

          (e)  Unless the Administrative Agent shall have received
notice from the Borrower prior to the date on which any payment is due
to any Lender hereunder that the Borrower will not make such payment in
full, the Administrative Agent may assume that the Borrower has made
such payment in full to the Administrative Agent on such date and the
Administrative Agent may, in reliance upon such assumption, cause to be
distributed to each such Lender on such due date an amount equal to the
amount then due such Lender.  If and to the extent the Borrower shall
not have so made such payment in full to the Administrative Agent, each
such Lender shall repay to the Administrative Agent forthwith on demand
such amount distributed to such Lender together with interest thereon,
for each day from the date such amount is distributed to such Lender
until the date such Lender repays such amount to the Administrative
Agent, at the Federal Funds Rate.

          SECTION 2.11.  Taxes.  (a)  Any and all payments by the
Borrower hereunder or under the Notes shall be made, in accordance with
Section 2.10, free and clear of and without deduction for any and all
present or future taxes, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto, excluding, in
the case of each Lender, each Co-Agent and the Administrative Agent,
net income taxes that are imposed by the United States and franchise
taxes and net income taxes that are imposed on such Lender, such
Co-Agent or the Administrative Agent by the state or foreign
jurisdiction under the laws of which such Lender, such Co-Agent or the
Administrative Agent (as the case may be) is organized or any political
subdivision thereof and, in the case of each Lender, franchise taxes
and net income taxes that are imposed on such Lender by the state or
foreign jurisdiction of such Lender's Applicable Lending Office or any
political subdivision thereof (all such non-excluded taxes, levies,
imposts, deductions, charges, withholdings and liabilities being
hereinafter referred to as "Taxes").  If the Borrower shall be required
by law to deduct any Taxes from or in respect of any sum payable
hereunder or under any Note to any Lender, any Co-Agent or the
Administrative Agent, (i) the sum payable shall be increased as may be
necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section
2.11) such Lender, such Co-Agent or the Administrative Agent (as the
case may be) receives an amount equal to the sum it would have received
had no such deductions been made, (ii) the Borrower shall make such
deductions and (iii) the Borrower shall pay the full amount deducted to
the relevant taxation authority or other authority in accordance with
applicable law.

          (b)  In addition, the Borrower shall pay any present or
future stamp, documentary, excise, property or similar taxes, charges
or levies that arise from any payment made hereunder or under the Notes
or from the execution, delivery or registration of, or otherwise with
respect to, this Agreement or the Notes (hereinafter referred to as
"Other Taxes").

          (c)  The Borrower shall indemnify each Lender, each Co-Agent
and the Administrative Agent for the full amount of Taxes and Other
Taxes, and for the full amount of taxes imposed by any jurisdiction on
amounts payable under this Section 2.11, paid by such Lender, such
Co-Agent or the Administrative Agent (as the case may be) and any
liability (including penalties, additions to tax, interest and
expenses) arising therefrom or with respect thereto.  This
indemnification shall be made within 30 days from the date such Lender,
such Co-Agent or the Administrative Agent (as the case may be) makes
written demand therefor.

          (d)  Within 30 days after the date of any payment of Taxes,
the Borrower shall furnish to the Administrative Agent, at its address
referred to in Section 9.02, the original receipt of payment thereof or
a certified copy of such receipt.  In the case of any payment hereunder
or under the Notes by the Borrower through an account or branch outside
the United States or on behalf of the Borrower by a payor that is not a
United States person, if the Borrower determines that no Taxes are
payable in respect thereof, the Borrower shall furnish, or shall cause
such payor to furnish, to the Administrative Agent, at such address, an
opinion of counsel acceptable to the Administrative Agent stating that
such payment is exempt from Taxes.  For purposes of this subsection (d)
and subsection (e), the terms "United States" and "United States
person" shall have the meanings specified in Section 7701 of the
Internal Revenue Code.

          (e)  Each Lender organized under the laws of a jurisdiction
outside the United States shall, on or prior to the date of its
execution and delivery of this Agreement in the case of each Bank, and
on the date of the Assignment and Acceptance pursuant to which it
became a Lender in the case of each other Lender, and from time to time
thereafter if requested in writing by the Borrower or the
Administrative Agent (but only so long thereafter as such Lender
remains lawfully able to do so), provide the Administrative Agent and
the Borrower with Internal Revenue Service form 1001 or 4224, as
appropriate, or any successor form prescribed by the Internal Revenue
Service, certifying that such Lender is entitled to benefits under an
income tax treaty to which the United States is a party that reduces
the rate of withholding tax on payments under this Agreement or the
Notes or certifying that the income receivable pursuant to this
Agreement or the Notes is effectively connected with the conduct of a
trade or business in the United States.  If the form provided by a
Lender at the time such Lender first becomes a party to this Agreement
indicates a United States interest withholding tax rate in excess of
zero, withholding tax at such rate shall be considered excluded from
Taxes unless and until such Lender provides the appropriate form
certifying that a lesser rate applies, whereupon withholding tax at
such lesser rate only shall be considered excluded from Taxes for
periods governed by such form; provided, however, that, if at the date
of the Assignment and Acceptance pursuant to which a Lender assignee
becomes a party to this Agreement, the Lender assignor was entitled to
payments under subsection (a) in respect of United States withholding
tax with respect to interest paid at such date, then, to such extent,
the term Taxes shall include (in addition to withholding taxes that may
be imposed in the future or other amounts otherwise includable in
Taxes) United States withholding tax, if any, applicable with respect
to the Lender assignee on such date.  If any form or document referred
to in this subsection (e) requires the disclosure of information, other
than information necessary to compute the tax payable and information
required on the date hereof by Internal Revenue Service form 1001 or
4224, that the Lender reasonably considers to be confidential, the
Lender shall give notice thereof to the Borrower and shall not be
obligated to include in such form or document such confidential
information.

          (f)  For any period with respect to which a Lender has failed
to provide the Borrower with the appropriate form described in
subsection (e) (other than if such failure is due to a change in law
occurring after the date on which a form originally was required to be
provided or if such form otherwise is not required under subsection
(e)), such Lender shall not be entitled to indemnification under
subsection (a) or (c) with respect to Taxes imposed by the United
States; provided, however, that should a Lender become subject to Taxes
because of its failure to deliver a form required hereunder, the
Borrower shall take such steps as such Lender shall reasonably request
to assist such Lender to recover such Taxes.

          (g)  Without prejudice to the survival of any other agreement
of the Borrower hereunder, the agreements and obligations of the
Borrower contained in this Section 2.11 shall survive the payment in
full of principal and interest hereunder and under the Notes.

          (h)  Any Lender claiming any additional amounts payable
pursuant to this Section 2.11 agrees to use reasonable efforts
(consistent with its internal policy and legal and regulatory
restrictions) to change the jurisdiction of its Eurodollar Lending
Office if the making of such a change would avoid the need for, or
reduce the amount of, any such additional amounts that may thereafter
accrue and would not, in the sole judgment of such Lender, be otherwise
disadvantageous to such Lender.

          SECTION 2.12.  Sharing of Payments, Etc.  If any Lender shall
obtain at any time any payment (whether voluntary, involuntary, through
the exercise of any right of set-off, or otherwise) (a) on account of
Obligations due and payable to such Lender hereunder and under the
Notes at such time in excess of its ratable share (according to the
proportion of (i) the amount of such Obligations due and payable to
such Lender at such time to (ii) the aggregate amount of the
Obligations due and payable to all Lenders hereunder and under the
Notes at such time) of payments on account of the Obligations due and
payable to all Lenders hereunder and under the Notes at such time
obtained by all the Lenders at such time or (b) on account of
Obligations owing (but not due and payable) to such Lender hereunder
and under the Notes at such time in excess of its ratable share
(according to the proportion of (i) the amount of such Obligations
owing to such Lender at such time to (ii) the aggregate amount of the
Obligations owing (but not due and payable) to all Lenders hereunder
and under the Notes at such time) of payments on account of the
Obligations owing (but not due and payable) to all Lenders hereunder
and under the Notes at such time obtained by all the Lenders at such
time, such Lender shall forthwith purchase from the other Lenders such
participations in the Obligations due and payable or owing to them, as
the case may be, as shall be necessary to cause such purchasing Lender
to share the excess payment ratably with each of them; provided,
however, that if all or any portion of such excess payment is
thereafter recovered from such purchasing Lender, such purchase from
each other Lender shall be rescinded and such other Lender shall repay
to the purchasing Lender the purchase price to the extent of such other
Lender's ratable share (according to the proportion of (i) the purchase
price paid to such Lender to (ii) the aggregate purchase price paid to
all Lenders) of such recovery together with an amount equal to such
Lender's ratable share (according to the proportion of (i) the amount
of such other Lender's required repayment to (ii) the total amount so
recovered from the purchasing Lender) of any interest or other amount
paid or payable by the purchasing Lender in respect of the total amount
so recovered.  The Borrower agrees that any Lender so purchasing a
participation from another Lender pursuant to this Section 2.12 may, to
the fullest extent permitted by law, exercise all its rights of payment
(including the right of set-off) with respect to such participation as
fully as if such Lender were the direct creditor of the Borrower in the
amount of such participation.

          SECTION 2.13.  Letters of Credit.  (a)  The Letter of Credit
Facility.  Each Issuing Bank severally agrees, on the terms and
conditions hereinafter set forth, to issue letters of credit (together
with the Existing Letters of Credit referred to in Section 2.13(f), the
"Letters of Credit") for the account of the Borrower from time to time
on any Business Day during the period from the Effective Date until 60
days before the Termination Date (i) in an aggregate Available Amount
for all Letters of Credit issued by such Issuing Bank not to exceed at
any time such Issuing Bank's Letter of Credit Commitment and (ii) in an
Available Amount for each such Letter of Credit not to exceed the
lesser of (x) the Letter of Credit Facility at such time and (y) the
Unused Working Capital Commitments of the Lenders at such time.  No
Letter of Credit shall have an expiration date (including all rights of
the Borrower or the beneficiary to require renewal) later than the
earlier of 30 days before the Termination Date and one year after the
date of issuance thereof.  Within the limits of the Letter of Credit
Facility, and subject to the limits referred to above, the Borrower may
request the issuance of Letters of Credit under this Section 2.13(a),
repay any Letter of Credit Advances resulting from drawings thereunder
pursuant to Section 2.13(c) and request the issuance of additional
Letters of Credit under this Section 2.13(a).

          (b)  Request for Issuance.  (i)  Each Letter of Credit shall
be issued upon notice, given not later than 11:00 A.M. (New York City
time) on the third Business Day prior to the date of the proposed
issuance of such Letter of Credit, by the Borrower to any Issuing Bank,
which shall give to the Administrative Agent and each Lender prompt
notice thereof by telex, telecopier or cable.  Each such notice of
issuance of a Letter of Credit (a "Notice of Issuance") shall be by
telex, telecopier or cable, confirmed immediately in writing,
specifying therein the requested (A) date of such issuance (which shall
be a Business Day), (B) Available Amount of such Letter of Credit, (C)
expiration date of such Letter of Credit, (D) name and address of the
beneficiary of such Letter of Credit and (E) form of such Letter of
Credit, and shall be accompanied by such application and agreement for
letter of credit (a "Letter of Credit Agreement") as such Issuing Bank
may specify to the Borrower for use in connection with such requested
Letter of Credit.  If (x) the requested form of such Letter of Credit
is acceptable to such Issuing Bank in its sole discretion and (y) it
has not received notice of objection to such issuance from the Required
Lenders, such Issuing Bank will, upon fulfillment of the applicable
conditions set forth in Article III, make such Letter of Credit
available to the Borrower at its office referred to in Section 9.02 or
as otherwise agreed with the Borrower in connection with such issuance.
In the event and to the extent that the provisions of any Letter of
Credit Agreement shall conflict with this Agreement, the provisions of
this Agreement shall govern.

          (ii) Each Issuing Bank shall furnish (A) to the
Administrative Agent on the first Business Day of each month a written
report summarizing issuance and expiration dates of Letters of Credit
issued by such Issuing Bank during the previous month and drawings
during such month under all Letters of Credit issued by such Issuing
Bank, (B) to each Lender on the first Business Day of each month a
written report summarizing issuance and expiration dates of Letters of
Credit issued by such Issuing Bank during the preceding month and
drawings during such month under all Letters of Credit issued by such
Issuing Bank and (C) to the Administrative Agent and each Lender on the
first Business Day of each calendar quarter a written report setting
forth the average daily aggregate Available Amount during the preceding
calendar quarter of all Letters of Credit issued by such Issuing Bank.

          (c)  Drawing and Reimbursement.  The payment by any Issuing
Bank of a draft drawn under any Letter of Credit shall constitute for
all purposes of this Agreement the making by such Issuing Bank of a
Letter of Credit Advance, which shall be a Base Rate Advance, in the
amount of such draft.  Upon written demand by such Issuing Bank, with a
copy of such demand to the Administrative Agent, each other Lender
shall purchase from such Issuing Bank, and such Issuing Bank shall sell
and assign to each such other Lender, such other Lender's Pro Rata
Share of such outstanding Letter of Credit Advance as of the date of
such purchase, by making available for the account of its Applicable
Lending Office to the Administrative Agent for the account of such
Issuing Bank, by deposit to the Administrative Agent's Account, in same
day funds, an amount equal to the portion of the outstanding principal
amount of such Letter of Credit Advance to be purchased by such Lender.
The Borrower hereby agrees to each such sale and assignment.  Each
Lender agrees to purchase its Pro Rata Share of an outstanding Letter
of Credit Advance on (i) the Business Day on which demand therefor is
made by the Issuing Bank which made such Advance, provided notice of
such demand is given not later than 11:00 A.M. (New York City time) on
such Business Day or (ii) the first Business Day next succeeding such
demand if notice of such demand is given after such time.  Upon any
such assignment by an Issuing Bank to any other Lender of a portion of
a Letter of Credit Advance, such Issuing Bank represents and warrants
to such other Lender that such Issuing Bank is the legal and beneficial
owner of such interest being assigned by it, but makes no other
representation or warranty and assumes no responsibility with respect
to such Letter of Credit Advance, the Loan Documents or either Loan
Party.  If and to the extent that any Lender shall not have so made the
amount of such Working Capital Advance available to the Administrative
Agent, such Lender agrees to pay to the Administrative Agent forthwith
on demand such amount together with interest thereon, for each day from
the date of demand by such Issuing Bank until the date such amount is
paid to the Administrative Agent, at the Federal Funds Rate.  If such
Lender shall pay to the Administrative Agent such amount for the
account of such Issuing Bank on any Business Day, such amount so paid
in respect of principal shall constitute a Letter of Credit Advance
made by such Lender on such Business Day for purposes of this
Agreement, and the outstanding principal amount of the Letter of Credit
Advance made by such Issuing Bank shall be reduced by such amount on
such Business Day.

          (d)  Obligations Absolute.  The Obligations of the Borrower
under this Agreement, any Letter of Credit Agreement and any other
agreement or instrument relating to any Letter of Credit shall be
unconditional and irrevocable, and shall be paid strictly in accordance
with the terms of this Agreement, such Letter of Credit Agreement and
such other agreement or instrument under all circumstances, including,
without limitation, the following circumstances:

          (i)  any lack of validity or enforceability of this
     Agreement, any Letter of Credit Agreement, any Letter of Credit or
     any other agreement or instrument relating thereto (this Agreement
     and all of the other foregoing being, collectively, the "L/C
     Related Documents");

          (ii) any change in the time, manner or place of payment of,
     or in any other term of, all or any of the Obligations of the
     Borrower in respect of any L/C Related Document or any other
     amendment or waiver of or any consent to departure from all or any
     of the L/C Related Documents;

          (iii)     the existence of any claim, set-off, defense or
     other right that the Borrower may have at any time against any
     beneficiary or any transferee of a Letter of Credit (or any
     Persons for whom any such beneficiary or any such transferee may
     be acting), any Issuing Bank or any other Person, whether in
     connection with the transactions contemplated by the L/C Related
     Documents or any unrelated transaction;

          (iv) any statement or any other document presented under a
     Letter of Credit proving to be forged, fraudulent, invalid or
     insufficient in any respect or any statement therein being untrue
     or inaccurate in any respect;

          (v)  payment by any Issuing Bank under a Letter of Credit
     against presentation of a draft or certificate that does not
     strictly comply with the terms of such Letter of Credit;

          (vi) any exchange, release or non-perfection of any
     collateral, or any release or amendment or waiver of or consent to
     departure from the Guaranty or any other guarantee, for all or any
     of the Obligations of the Borrower in respect of the L/C Related
     Documents; or

          (vii)     any other circumstance or happening whatsoever,
     whether or not similar to any of the foregoing, including, without
     limitation, any other circumstance that might otherwise constitute
     a defense available to, or a discharge of, the Borrower, the
     Guarantor or any other guarantor.

          (e)  Compensation.  (i)  The Borrower shall pay to the
Administrative Agent for the account of each Lender a commission on
such Lender's Pro Rata Share of the average daily aggregate Available
Amount of all Letters of Credit outstanding from time to time at the
rate per annum determined by reference to the Leverage Ratio in effect
from time to time as set forth below, payable in arrears quarterly on
the last Business Day of each March, June, September and December
commencing September 30, 1995 and on the Termination Date:

       Level   Leverage Ratio               Letter of Credit
                                            Fee Rate
     
     Level 1   Less than or equal to                      0.625%
               0.4000                                           
     Level 2   Greater than 0.4000 and                    0.750%
               less than or equal to
               0.4725
     Level 3   Greater than 0.4725 and                     1.00%
               less than or equal to
               0.4897
     Level 4   Greater than 0.4897 and                     1.50%
               less than or equal to
               0.5068
     Level 5   Greater than 0.5068                         2.00%


          (ii) The Borrower shall pay to each Issuing Bank, for its own
account, such commissions, issuance fees, transfer fees and other fees
and charges in connection with the issuance or administration of each
Letter of Credit as the Borrower and such Issuing Bank shall agree.

          (f)  Existing Letters of Credit.  Effective as of the
Effective Date, (i) the "Letters of Credit" issued for the account of
the Borrower by any Existing Issuing Bank pursuant to the Existing
Credit Agreement (such "Letters of Credit" as are outstanding
thereunder on the date hereof and set forth on Schedule 2.13(f) hereto
being the "Existing Letters of Credit"), will be deemed to be Letters
of Credit hereunder, (ii) the Existing Letters of Credit will no longer
be Obligations outstanding under the Existing Credit Agreement and
(iii) each such Existing Issuing Bank (x) hereby sells and assigns all
of its rights in and to, and all of its obligations under, the Existing
Letter of Credit Commitment held by it, the amount of which is set
forth opposite its name on Schedule 9.12 hereto, to the Issuing Banks,
and each Issuing Bank hereby purchases and assumes, based on its pro
rata share of the Letter of Credit Commitments, all of the Existing
Issuing Banks' rights in and to, and obligations under, the Existing
Letter of Credit Commitments and (y) will be deemed to have sold and
transferred an undivided interest and participation in respect of the
Existing Letters of Credit issued by it and each Lender hereunder will
be deemed to have purchased and received, without further action on the
part of any party, an undivided interest and participation in such
Existing Letters of Credit, based on such Lender's Pro Rata Share of
the Working Capital Facility.

          SECTION 2.14.  Use of Proceeds.  The proceeds of the Advances
shall be available (and the Borrower agrees that it shall use such
proceeds) solely (i) to refinance Debt of the Borrower under the
Existing Credit Agreement, (ii) to provide working capital for the
Borrower and its Subsidiaries and (iii) for other general corporate
purposes.

          SECTION 2.15.  Defaulting Lenders.  (a)  In the event that,
at any one time, (i) any Lender shall be a Defaulting Lender, (ii) such
Defaulting Lender shall owe a Defaulted Advance to the Borrower and
(iii) the Borrower shall be required to make any payment hereunder or
under any other Loan Document to or for the account of such Defaulting
Lender, then the Borrower may, so long as no Default shall occur or be
continuing at such time and to the fullest extent permitted by
applicable law, set off and otherwise apply the Obligation of the
Borrower to make such payment to or for the account of such Defaulting
Lender against the Obligation of such Defaulting Lender to make such
Defaulted Advance.  In the event that the Borrower shall so set off and
otherwise apply the Obligation of the Borrower to make any such payment
against the Obligation of such Defaulting Lender to make any such
Defaulted Advance on any date, the amount so set off and otherwise
applied by the Borrower shall constitute for all purposes of this
Agreement and the other Loan Documents an Advance by such Defaulting
Lender made on such date under the Facility pursuant to which such
Defaulted Advance was originally required to have been made pursuant to
Section 2.01.  Such Advance shall be a Base Rate Advance and shall be
considered, for all purposes of this Agreement, to comprise part of the
Borrowing in connection with which such Defaulted Advance was
originally required to have been made pursuant to Section 2.01, even if
the other Advances comprising such Borrowing shall be Eurodollar
Advances on the date such Advance is deemed to be made pursuant to this
subsection (a).  The Borrower shall notify the Administrative Agent at
any time the Borrower reduces the amount of the Obligation of the
Borrower to make any payment otherwise required to be made by it
hereunder or under any other Loan Document as a result of the exercise
by the Borrower of its right set forth in this subsection (a) and shall
set forth in such notice (A) the name of the Defaulting Lender and the
Defaulted Advance required to be made by such Defaulting Lender and
(B) the amount set off and otherwise applied in respect of such
Defaulted Advance pursuant to this subsection (a).  Any portion of such
payment otherwise required to be made by the Borrower to or for the
account of such Defaulting Lender which is paid by the Borrower, after
giving effect to the amount set off and otherwise applied by the
Borrower pursuant to this subsection (a), shall be applied by the
Administrative Agent as specified in subsection (b) or (c) of this
Section 2.15.

          (b)  In the event that, at any one time, (i) any Lender shall
be a Defaulting Lender, (ii) such Defaulting Lender shall owe a
Defaulted Amount to the Administrative Agent or any of the other
Lenders and (iii) the Borrower shall make any payment hereunder or
under any other Loan Document to the Administrative Agent for the
account of such Defaulting Lender, then the Administrative Agent may,
on its behalf or on behalf of such other Lenders and to the fullest
extent permitted by applicable law, apply at such time the amount so
paid by the Borrower to or for the account of such Defaulting Lender to
the payment of each such Defaulted Amount to the extent required to pay
such Defaulted Amount.  In the event that the Administrative Agent
shall so apply any such amount to the payment of any such Defaulted
Amount on any date, the amount so applied by the Administrative Agent
shall constitute for all purposes of this Agreement and the other Loan
Documents payment, to such extent, of such Defaulted Amount on such
date.  Any such amount so applied by the Administrative Agent shall be
retained by the Administrative Agent or distributed by the
Administrative Agent to such other Lenders, ratably in accordance with
the respective portions of such Defaulted Amounts payable at such time
to the Administrative Agent and such other Lenders and, if the amount
of such payment made by the Borrower shall at such time be insufficient
to pay all Defaulted Amounts owing at such time to the Administrative
Agent and the other Lenders, in the following order of priority:

          (i)  first, to the Administrative Agent for any Defaulted
     Amount then owing to the Administrative Agent (in its capacity as
     Administrative Agent); and

          (ii) second, to any other Lenders for any Defaulted Amounts
     then owing to such other Lenders, ratably in accordance with such
     respective Defaulted Amounts then owing to such other Lenders.

Any portion of such amount paid by the Borrower for the account of such
Defaulting Lender remaining, after giving effect to the amount applied
by the Administrative Agent pursuant to this subsection (b), shall be
applied by the Administrative Agent as specified in subsection (c) of
this Section 2.15.

          (c)  In the event that, at any one time, (i) any Lender shall
be a Defaulting Lender, (ii) such Defaulting Lender shall not owe a
Defaulted Advance or a Defaulted Amount and (iii) the Borrower, the
Administrative Agent or any other Lender shall be required to pay or
distribute any amount hereunder or under any other Loan Document to or
for the account of such Defaulting Lender, then the Borrower or such
other Lender shall pay such amount to the Administrative Agent to be
held by the Administrative Agent, to the fullest extent permitted by
applicable law, in escrow or the Administrative Agent shall, to the
fullest extent permitted by applicable law, hold in escrow such amount
otherwise held by it.  Any funds held by the Administrative Agent in
escrow under this subsection (c) shall be deposited by the
Administrative Agent in an account with Citibank, in the name and under
the control of the Administrative Agent, but subject to the provisions
of this subsection (c).  The terms applicable to such account,
including the rate of interest payable with respect to the credit
balance of such account from time to time, shall be Citibank's standard
terms applicable to escrow accounts maintained with it.  Any interest
credited to such account from time to time shall be held by the
Administrative Agent in escrow under, and applied by the Administrative
Agent from time to time in accordance with the provisions of, this
subsection (c).  The Administrative Agent shall, to the fullest extent
permitted by applicable law, apply all funds so held in escrow from
time to time to the extent necessary to make any Advances required to
be made by such Defaulting Lender and to pay any amount payable by such
Defaulting Lender hereunder and under the other Loan Documents to the
Administrative Agent or any other Lender, as and when such Advances or
amounts are required to be made or paid and, if the amount so held in
escrow shall at any time be insufficient to make and pay all such
Advances and amounts required to be made or paid at such time, in the
following order of priority:

          (i)  first, to the Administrative Agent for any amount then
     due and payable by such Defaulting Lender to the Administrative
     Agent (in its capacity as Administrative Agent) hereunder;

          (ii) second, to the Co-Agents for any amount then due and
     payable by such Defaulting Lender to the Co-Agents hereunder,
     ratably in accordance with such respective amounts then due and
     payable to the Co-Agents (in their capacity as Co-Agents);

          (iii)     third, to any other Lenders for any amount then due
     and payable by such Defaulting Lender to such other Lenders
     hereunder, ratably in accordance with such respective amounts then
     due and payable to such other Lenders; and

          (iv) fourth, to the Borrower for any Advance then required to
     be made by such Defaulting Lender pursuant to a Commitment of such
     Defaulting Lender.

In the event that such Defaulting Lender shall, at any time, cease to
be a Defaulting Lender, any funds held by the Administrative Agent in
escrow at such time with respect to such Defaulting Lender shall be
distributed by the Administrative Agent to such Defaulting Lender and
applied by such Defaulting Lender to the Obligations owing to such
Lender at such time under this Agreement and the other Loan Documents
ratably in accordance with the respective amounts of such Obligations
outstanding at such time.

          (d)  The rights and remedies against a Defaulting Lender
under this Section 2.15 are in addition to other rights and remedies
that the Borrower may have against such Defaulting Lender with respect
to any Defaulted Advance and that the Administrative Agent, any
Co-Agent or any Lender may have against such Defaulting Lender with
respect to any Defaulted Amount.

                          ARTICLE III

                     CONDITIONS OF LENDING

          SECTION 3.01.  Conditions Precedent to Effectiveness of
Sections 2.01 and 2.13.  Sections 2.01 and 2.13 of this Agreement shall
become effective on and as of the first date (the "Effective Date") on
which the following conditions precedent have been satisfied:

          (a)  The Lenders shall be satisfied with the corporate and
     legal structure and capitalization of each Loan Party and the
     Joint Venture Company, including the terms and conditions of the
     charter, bylaws and each class of capital stock of each Loan Party
     and of each agreement or instrument relating to such structure or
     capitalization.

          (b)  There shall have occurred no Material Adverse Change
     since June 30, 1994.

          (c)  There shall exist no action, suit, investigation,
     litigation or proceeding affecting either Loan Party or any of
     their Subsidiaries pending or threatened before any court,
     governmental agency or arbitrator that (i) would be reasonably
     likely to have a Material Adverse Effect other than the matters
     described on Schedule 3.01(c) (the "Disclosed Litigation") or (ii)
     purports to affect the legality, validity or enforceability of
     this Agreement, any Note, any other Loan Document, any Related
     Document or the consummation of the transactions contemplated
     hereby, and there shall have been no adverse change in the status,
     or financial effect on either Loan Party or any of their
     Subsidiaries, of the Disclosed Litigation from that described in
     the Pre-Commitment Information.

          (d)  All Capital Stock or other ownership interests of the
     Borrower and the Borrower's Subsidiaries shall be owned by the
     Guarantor or the Borrower or one or more of the Borrower's
     Subsidiaries, in each case free and clear of any Lien.

          (e)  The Lenders shall have completed a due diligence
     investigation of the Loan Parties and their Subsidiaries in scope,
     and with results, satisfactory to the Lenders, and nothing shall
     have come to the attention of the Lenders during the course of
     such due diligence investigation to lead them to believe that the
     information provided by or on behalf of the Guarantor or the
     Borrower to the Lenders prior to the date hereof (the "Pre-Com
     mitment Information") was or has become misleading, incorrect or
     incomplete in any material respect; without limiting the
     generality of the foregoing, the Lenders shall have been given
     such access to the management, records, books of account,
     contracts and properties of the Guarantor, the Borrower and their
     Subsidiaries as they shall have requested.

          (f)  All governmental and third party consents and approvals
     necessary in connection with the transactions contemplated hereby
     shall have been obtained (without the imposition of any conditions
     that are not acceptable to the Lenders) and shall remain in
     effect, and no law or regulation shall be applicable that
     restrains, prevents or imposes materially adverse conditions upon
     the transactions contemplated hereby.

          (g)  The Lenders shall be reasonably satisfied with the
     amount, parties, terms and conditions of all insurance policies of
     the Borrower and the Guarantor.

          (h)  The Borrower shall have paid all accrued fees and
     expenses of the Administrative Agent, the Co-Agents and the
     Lenders (including the accrued fees and expenses of Shearman &
     Sterling, counsel to the Administrative Agent and the Co-Agents).

          (i)  The Administrative Agent shall have received on or
     before the Effective Date the following, each dated such day
     (unless otherwise specified), in form and substance satisfactory
     to the Lenders (unless otherwise specified) and (except for the
     Notes) in sufficient copies for each Lender:

                    (i)  The Notes to the order of the Lenders.

                    (ii) Certified copies of the resolutions of the
          Board of Directors of the Borrower and the Guarantor
          approving this Agreement, the Notes and each other Loan
          Document to which it is or is to be a party, and of all
          documents evidencing other necessary corporate action and
          governmental approvals, if any, with respect to this
          Agreement, the Notes and each other Loan Document.

                    (iii)     A copy of a certificate of the Secretary
          of State of the State of Delaware, dated reasonably near the
          Effective Date, listing the charter of the Borrower and the
          Guarantor and each amendment thereto on file in his office
          and certifying that (A) such amendments are the only
          amendments to the Borrower's or the Guarantor's charter on
          file in his office, (B) the Borrower and the Guarantor have
          paid all franchise taxes to the date of such certificate and
          (C) the Borrower and the Guarantor are duly incorporated and
          in good standing under the laws of the State of Delaware.

                    (iv) A certificate of the Borrower and the
          Guarantor, signed on behalf of the Borrower and the Guarantor
          by its President or a Vice President and its Secretary or any
          Assistant Secretary, dated the Effective Date (the statements
          made in which certificate shall be true on and as of the
          Effective Date), certifying as to (A) the absence of any
          amendments to the charter of the Borrower or the Guarantor
          since the date of the Secretary of State's certificate
          referred to in Section 3.01(i)(iii), (B) a true and correct
          copy of the bylaws of the Borrower and the Guarantor as in
          effect on the Effective Date, (C) the due incorporation and
          good standing of the Borrower and the Guarantor as a
          corporation organized under the laws of the State of
          Delaware, and the absence of any proceeding for the
          dissolution or liquidation of the Borrower or the Guarantor,
          (D) the truth of the representations and warranties contained
          in the Loan Documents as though made on and as of the
          Effective Date and (E) the absence of any event occurring and
          continuing that constitutes a Default.

                    (v)  A certificate of the Secretary or an Assistant
          Secretary of the Borrower and the Guarantor certifying the
          names and true signatures of the officers of the Borrower and
          the Guarantor authorized to sign this Agreement, the Notes
          and each other Loan Document to which they are or are to be
          parties and the other documents to be delivered hereunder and
          thereunder.

                    (vi) Certified copies of each of the Related
          Documents, duly executed by the parties thereto and in form
          and substance satisfactory to the Lenders, together with all
          agreements, instruments and other documents delivered in
          connection therewith.

                    (vii)     Such financial, business and other
          information regarding each Loan Party and their respective
          Subsidiaries as the Lenders shall have requested, including,
          without limitation, information as to possible contingent
          liabilities, tax matters, environmental matters, obligations
          under ERISA and Welfare Plans, collective bargaining
          agreements and other arrangements with employees, annual
          financial statements dated June 30, 1994, interim financial
          statements dated the end of the most recent fiscal quarter
          for which financial statements are available (or, in the
          event the Lenders' due diligence review reveals material
          changes since such financial statements, as of a later date
          within 45 days of the Effective Date), pro forma financial
          statements as to the Guarantor and forecasts prepared by
          management of the Guarantor, in form and substance
          satisfactory to the Lenders, of balance sheets, income
          statements and cash flow statements on a monthly basis for
          the first year following the Effective Date and on an annual
          basis for each year thereafter until the Termination Date.

                    (viii)    A letter, in form and substance
          satisfactory to the Co-Agents, from the Guarantor to Ernst &
          Young, its independent certified public accountants, advising
          such accountants that the Co-Agents, the Administrative Agent
          and the Lenders have been authorized to exercise all rights
          of the Guarantor to require such accountants to disclose any
          and all financial statements and any other information of any
          kind that they may have with respect to the business,
          condition (financial or otherwise), operations, performance,
          properties or prospects of the Guarantor and its Subsidiaries
          and directing such accountants to comply with any reasonable
          request of the Administrative Agent or any Lender for such
          information.

                    (ix) Certified copies of all Material Contracts of
          the Borrower, the Guarantor and their respective
          Subsidiaries.

                    (x)  A favorable opinion of Kaye, Scholer, Fierman,
          Hays & Handler, special counsel for the Borrower and the
          Guarantor, in substantially the form of Exhibit D hereto and
          as to such other matters as any Lender through the
          Administrative Agent may reasonably request.

                    (xi) A favorable opinion of Marschall I. Smith,
          Esq., General Counsel of the Borrower and the Guarantor, in
          substantially the form of Exhibit E hereto and as to such
          other matters as any Lender through the Administrative Agent
          may reasonably request.

                    (xii)     A favorable opinion of Shearman &
          Sterling, counsel for the Co-Agents, in form and substance
          satisfactory to the Co-Agents.

          (j)  On the Effective Date, the following statements shall be
     true and the Administrative Agent shall have received for the
     account of each Lender a certificate signed by a duly authorized
     officer of the Borrower, dated the Effective Date, stating that:

                    (i)  the representations and warranties contained
          in each Loan Document are correct on and as of the Effective
          Date, as though made on and as of such date other than any
          such representations or warranties that, by their terms,
          refer to a date other than the date of such Borrowing or
          issuance; and

                    (ii) no event has occurred and is continuing that
          constitutes a Default.

          (k)  All accrued interest, fees and other amounts owing to
     the Existing Lenders, the Existing Issuing Banks, the Co-Agents
     and the Administrative Agent in connection with the Existing
     Credit Agreement shall have been paid in full.

          (l)  The Borrower shall have notified each Lender and the
     Administrative Agent in writing as to the proposed Effective Date.

          SECTION 3.02.  Conditions Precedent to Each Borrowing and
Issuance, Etc.  The obligation of each Lender to make an Advance (other
than a Letter of Credit Advance made by an Issuing Bank or a Lender
pursuant to Section 2.13(c) and a Swing Line Advance made by a Lender
pursuant to Section 2.02(b)) on the occasion of each Borrowing
(including the initial Borrowing), and the right of the Borrower to
request the issuance of Letters of Credit (including the initial
issuance of Letters of Credit) and Swing Line Borrowings, shall be
subject to the conditions precedent that the Effective Date shall have
occurred and on the date of such Borrowing or issuance (a) the
following statements shall be true (and each of the giving of the
applicable Notice of Borrowing, Notice of Swing Line Borrowing or
Notice of Issuance and the acceptance by the Borrower of the proceeds
of such Borrowing or of such Letter of Credit shall constitute a
representation and warranty by the Borrower that on the date of such
Borrowing or issuance such statements are true):

          (i)  the representations and warranties contained in each
     Loan Document are correct on and as of the date of such Borrowing
     or issuance, before and after giving effect to such Borrowing or
     issuance and to the application of the proceeds therefrom, as
     though made on and as of such date other than any such
     representations or warranties that, by their terms, refer to a
     date other than the date of such Borrowing or issuance; and

          (ii) no event has occurred and is continuing, or would result
     from such Borrowing or issuance or from the application of the
     proceeds therefrom, that constitutes a Default;

and (b) the Administrative Agent shall have received such other
approvals, opinions or documents as any Lender or any Issuing Bank
through the Administrative Agent may reasonably request in order to
confirm (i) the accuracy of the Borrower's and the Guarantor's
representations and warranties in the Loan Documents, (ii) the
Borrower's and the Guarantor's timely compliance with the terms,
covenants and agreements set forth in the Loan Documents and (iii) the
absence of any Default.

          SECTION 3.03.  Determinations Under Section 3.01.  For
purposes of determining compliance with the conditions specified in
Section 3.01, each Lender shall be deemed to have consented to,
approved or accepted or to be satisfied with each document or other
matter required thereunder to be consented to or approved by or
acceptable or satisfactory to the Lenders unless an officer of the
Administrative Agent responsible for the transactions contemplated by
the Loan Documents shall have received notice from such Lender prior to
the date that the Borrower, by notice to the Lenders, designates as the
proposed Effective Date, specifying its objection thereto.

     ARTICLE IV

                 REPRESENTATIONS AND WARRANTIES

          SECTION 4.01.  Representations and Warranties of the Borrower
and the Guarantor.  Each of the Borrower and the Guarantor represents
and warrants as follows:

          (a)  Each Loan Party (i) is a corporation duly organized,
     validly existing and good standing under the laws of the
     jurisdiction of its incorporation, (ii) is duly qualified and in
     good standing as a foreign corporation in each other jurisdiction
     in which it owns or leases property or in which the conduct of its
     business requires it to so qualify or be licensed except where the
     failure to so qualify or be licensed could not be reasonably
     likely to have a Material Adverse Effect and (iii) has all
     requisite corporate power and authority to own or lease and
     operate its properties and to carry on its business as now
     conducted and as proposed to be conducted.  All of the outstanding
     capital stock of the Borrower has been validly issued, is fully
     paid and non-assessable and is owned by the Guarantor free and
     clear of all Liens.

          (b)  Set forth on Schedule 4.01(b) hereto is a complete and
     accurate list of all Subsidiaries of each Loan Party, showing as
     of the date hereof (as to each such Subsidiary) the jurisdiction
     of its incorporation, the number of shares of each class of
     capital stock authorized, and the number outstanding, on the date
     hereof and the percentage of the outstanding shares of each such
     class owned (directly or indirectly) by such Loan Party and the
     number of shares covered by all outstanding options, warrants,
     rights of conversion or purchase and similar rights at the date
     hereof.  All of the outstanding capital stock of all of such
     Subsidiaries has been validly issued, is fully paid and
     non-assessable and is owned by such Loan Party or one or more of
     its Subsidiaries free and clear of all Liens.  Each such
     Subsidiary (i) is a corporation duly organized, validly existing
     and in good standing under the laws of the jurisdiction of its
     incorporation, (ii) is duly qualified and in good standing as a
     foreign corporation in each other jurisdiction in which it owns or
     leases property or in which the conduct of its business requires
     it to so qualify or be licensed except where the failure to so
     qualify or be licensed could not be reasonably likely to have a
     Material Adverse Effect and (iii) has all requisite corporate
     power and authority to own or lease and operate its properties and
     to carry on its business as now conducted and as proposed to be
     conducted.

          (c)  The execution, delivery and performance by each Loan
     Party of this Agreement, the Notes, each other Loan Document and
     each Related Document to which it is or is to be a party, and the
     consummation of transactions contemplated hereby, are within such
     Loan Party's corporate powers, have been duly authorized by all
     necessary corporate action, and do not (i) contravene such Loan
     Party's charter or by-laws, (ii) violate any law (including,
     without limitation, the Securities Exchange Act of 1934 and the
     Racketeer Influenced and Corrupt Organizations Chapter of the
     Organized Crime Control Act of 1970), rule, regulation (including,
     without limitation, Regulation X of the Board of Governors of the
     Federal Reserve System), order, writ, judgment, injunction,
     decree, determination or award, (iii) conflict with or result in
     the breach of, or constitute a default under, any material
     contract, loan agreement, indenture, mortgage, deed of trust,
     material lease or other instrument binding on or affecting either
     Loan Party, any of its Subsidiaries or any of their properties or
     (iv) result in or require the creation or imposition of any Lien
     upon or with respect to any of the properties of either Loan Party
     or any of its Subsidiaries.  No Loan Party or any of its
     Subsidiaries is in violation of any such law, rule, regulation,
     order, writ, judgment, injunction, decree, determination or award
     or in breach of any such contract, loan agreement, indenture,
     mortgage, deed of trust, lease or other instrument, the violation
     or breach of which could be reasonably likely to have a Material
     Adverse Effect.

          (d)  No authorization or approval or other action by, and no
     notice to or filing with, any governmental authority or regulatory
     body or any other third party is required for (i) the due
     execution, delivery, recordation, filing or performance by either
     Loan Party of this Agreement, the Notes, any other Loan Document
     or any Related Document to which it is or is to be a party, or for
     the consummation of the transactions contemplated hereby or
     (ii) the exercise by the Administrative Agent, any Co-Agent or any
     Lender of its rights under the Loan Documents.  All applicable
     waiting periods in connection with the transactions contemplated
     hereby have expired without any action having been taken by any
     competent authority restraining, preventing or imposing materially
     adverse conditions upon the rights of the Loan Parties or their
     Subsidiaries freely to transfer or otherwise dispose of, or to
     create any Lien on, any properties now owned or hereafter acquired
     by any of them.

          (e)  This Agreement has been, and each of the Notes, each
     other Loan Document and each Related Document when delivered
     hereunder will have been, duly executed and delivered by each Loan
     Party party thereto.  This Agreement is, and each of the Notes,
     each other Loan Document and each Related Document when delivered
     hereunder will be, the legal, valid and binding obligation of each
     Loan Party party thereto, enforceable against such Loan Party in
     accordance with its terms.

          (f)  The Consolidated balance sheets of the Guarantor and its
     Subsidiaries as at June 30, 1994, and the related Consolidated
     statements of income and cash flows of the Guarantor and its
     Subsidiaries for the fiscal year then ended, accompanied by an
     opinion of Ernst & Young, independent public accountants, and the
     Consolidated balance sheets of the Guarantor and its Subsidiaries
     as at March 31, 1995, and the related Consolidated statements of
     income and cash flows of the Guarantor and its Subsidiaries for
     the nine months then ended, duly certified by the chief financial
     officer of the Guarantor, copies of which have been furnished to
     each Lender, fairly present, subject, in the case of said balance
     sheets as at March 31, 1995, and said statements of income and
     cash flows for the nine months then ended, to year-end audit
     adjustments, the Consolidated financial condition of the Guarantor
     and its Subsidiaries as at such dates and the Consolidated results
     of the operations of the Guarantor and its Subsidiaries for the
     periods ended on such dates, all in accordance with generally
     accepted accounting principles applied on a consistent basis, and
     since June 30, 1994, there has been no Material Adverse Change.

          (g)  The Consolidated pro forma statements of income and cash
     flows of the Guarantor and its Subsidiaries for the five-year
     period ending June 30, 2000, certified by the chief financial
     officer of the Guarantor, copies of which have been furnished to
     each Lender, fairly present the Consolidated pro forma results of
     operations of the Guarantor and its Subsidiaries for the five-year
     period ended on such date, in each case giving effect to the
     transactions contemplated hereby, all in accordance with GAAP.

          (h)  The Consolidated forecasted balance sheets, income
     statements and cash flows statements of the Guarantor and its
     Subsidiaries delivered to the Lenders pursuant to
     Section 3.01(i)(vii) or 5.03(d) were prepared in good faith on the
     basis of the assumptions stated therein, which assumptions were
     fair in the light of conditions existing at the time of delivery
     of such forecasts, and represented, at the time of delivery, the
     Guarantor's best estimate of its future financial performance.

          (i)  Neither the Pre-Commitment Information nor any other
     information, exhibit or report furnished by either Loan Party to
     the Co-Agents or any Lender in connection with the negotiation of
     the Loan Documents or pursuant to the terms of the Loan Documents
     contained any untrue statement of a material fact or omitted to
     state a material fact necessary to make the statements made
     therein not misleading at the time and under the circumstances
     when given.

          (j)  There is no action, suit, investigation, litigation or
     proceeding affecting either Loan Party or any of their
     Subsidiaries, including any Environmental Action, pending or
     threatened before any court, governmental agency or arbitrator
     that (i) could reasonably be expected to have a Material Adverse
     Effect (other than the Disclosed Litigation) or (ii) purports to
     affect the legality, validity or enforceability of this Agreement,
     any Note, any other Loan Document or any Related Document or the
     consummation of the transactions contemplated hereby, and there
     has been no material adverse change in the status, or financial
     effect on either Loan Party or any of their Subsidiaries, of the
     Disclosed Litigation from that described on Schedule 3.01(c).

          (k)  No proceeds of any Advance will be used to acquire, in
     connection with a hostile or contested bid, any equity security of
     a class that is registered pursuant to Section 12 of the
     Securities Exchange Act of 1934.

          (l)  (A) The Borrower is not engaged in the business of
     extending credit for the purpose of purchasing or carrying, and no
     proceeds of any Advance will be used to extend credit to others
     for the purpose of purchasing or carrying, Margin Stock, and (B)
     no proceeds of any Advance will be used to purchase or carry any
     Margin Stock in connection with a hostile or contested bid.

          (m)  Set forth on Schedule 4.01(m) hereto is a complete and
     accurate list of all Plans, Multiemployer Plans and Welfare Plans
     with respect to any employees of either Loan Party or any of their
     Subsidiaries.

          (n)  No ERISA Event has occurred or is reasonably expected to
     occur with respect to any Plan of either Loan Party or any of its
     ERISA Affiliates.

          (o)  Schedule B (Actuarial Information) to the 1994 annual
     report (Form 5500 Series) for each Plan of either Loan Party or
     any of its ERISA Affiliates, copies of which have been filed with
     the Internal Revenue Service and furnished to the Lenders, is
     complete and accurate and fairly presents the funding status of
     such Plan, and since the date of such Schedule B there has been no
     material adverse change in such funding status.

          (p)  Neither Loan Party nor any of its ERISA Affiliates has
     incurred or is reasonably expected to incur any Withdrawal
     Liability to any Multiemployer Plan.

          (q)  Neither Loan Party nor any of its ERISA Affiliates has
     been notified by the sponsor of a Multiemployer Plan of either
     Loan Party or any of its ERISA Affiliates that such Multiemployer
     Plan is in reorganization or has been terminated, within the
     meaning of Title IV of ERISA, and no such Multiemployer Plan is
     reasonably expected to be in reorganization or to be terminated,
     within the meaning of Title IV of ERISA.

          (r)  As of the Effective Date, the present value of retiree
     medical benefits, utilizing reasonable actuarial assumptions, for
     which the Loan Parties and their Subsidiaries are liable does not
     exceed $110,000,000.

          (s)  Except as described on Schedule 3.01(c), neither the
     business nor the properties of either Loan Party or any of its
     Subsidiaries are affected by any fire, explosion, accident,
     strike, lockout or other labor dispute, drought, storm, hail,
     earthquake, embargo, act of God or of the public enemy or other
     casualty (whether or not covered by insurance) that could
     reasonably be expected to have a Material Adverse Effect.

          (t)  Except as set forth on Schedule 4.01(t), the operations
     and properties of each Loan Party and each of its Subsidiaries
     comply in all material respects with all Environmental Laws, all
     necessary Environmental Permits have been obtained and are in
     effect for the operations and properties of each Loan Party and
     its Subsidiaries, each Loan Party and its Subsidiaries are in
     compliance in all material respects with all such Environmental
     Permits, and no circumstances exist that could reasonably be
     expected to (i) form the basis of an Environmental Action against
     either Loan Party or any of its Subsidiaries or any of their
     properties that could reasonably be expected to have a Material
     Adverse Effect or (ii) cause any such property to be subject to
     any restrictions on ownership, occupancy, use or transferability
     under any Environmental Law.

          (u)  Except as set forth on Schedule 4.01(u), none of the
     properties of either Loan Party or any of its Subsidiaries is
     listed or proposed for listing on the National Priorities List
     under CERCLA or on the Comprehensive Environmental Response,
     Compensation and Liability Information System maintained by the
     Environmental Protection Agency or, to the best of the knowledge
     of either Loan Party or any of its Subsidiaries, any analogous
     state list of sites requiring investigation or cleanup or is
     adjacent to any such property.

          (v)  Except as set forth on Schedule 4.01(v), to the best
     knowledge of either Loan Party or any of its Subsidiaries (i)
     neither Loan Party nor any of its Subsidiaries has transported or
     arranged for the transportation of any Hazardous Materials to any
     location that is listed or proposed for listing on the National
     Priorities List under CERCLA or on the Comprehensive Environmental
     Response, Compensation and Liability Information System maintained
     by the Environmental Protection Agency or any analogous state list
     and (ii) Hazardous Materials have not been generated, used,
     treated, handled, stored or disposed of on, or released or
     transported to or from, any property of either Loan Party or any
     of its Subsidiaries except in material compliance with all
     Environmental Laws and Environmental Permits, and neither Loan
     Party nor any of its Subsidiaries has any knowledge that any other
     wastes generated at any such properties have been disposed of
     other than in compliance with all Environmental Laws and
     Environmental Permits.

          (w)  Neither Loan Party nor any of its Subsidiaries is a
     party to any indenture, loan or credit agreement or any lease or
     other agreement or instrument or subject to any charter or
     corporate restriction that could reasonably be expected to have a
     Material Adverse Effect.

          (x)  Each Loan Party and each of its Subsidiaries has filed,
     has caused to be filed or has been included in all tax returns
     (Federal, state, local and foreign) required to be filed and has
     paid all taxes shown thereon to be due, together with applicable
     interest and penalties.

          (y)  Neither Loan Party nor any of its Subsidiaries is an
     "investment company," or an "affiliated person" of, or "promoter"
     or "principal underwriter" for, an "investment company," as such
     terms are defined in the Investment Company Act of 1940, as
     amended.  Neither the making of any Advances, nor the issuance of
     any Letters of Credit, nor the application of the proceeds or
     repayment thereof by the Borrower, nor the consummation of the
     other transactions contemplated hereby, will violate any provision
     of such Act or any rule, regulation or order of the Securities and
     Exchange Commission thereunder.

          (z)  Set forth on Schedule 4.01(z) hereto is a complete and
     accurate list of all outstanding Debt of $500,000 or more of each
     Loan Party and their Subsidiaries, showing as of the date hereof
     the principal amount outstanding thereunder; there exists no
     default as of such date under the provisions of any instrument
     evidencing such Debt or any agreement relating thereto.

          (aa) Set forth on Schedule 4.01(aa) hereto is a complete and
     accurate list of all Material Contracts of each Loan Party and
     their Subsidiaries, showing as of the date hereof the parties,
     subject matter and term thereof.  Each such Material Contract has
     been duly authorized, executed and delivered by all parties
     thereto, has not been amended or otherwise modified (except as
     permitted by Section 5.02(l)), is in full force and effect and is
     binding upon and enforceable against all parties thereto in
     accordance with its terms, and there exists no default under any
     Material Contract by any party thereto.

          (bb) Set forth on Schedule 4.01(bb) hereto is a complete and
     accurate list of all Investments held by each Loan Party or any of
     their Subsidiaries, showing as of the date hereof the amount,
     obligor or issuer and maturity, if any, thereof.

          (cc) Set forth on Schedule 4.01(cc) hereto is a complete and
     accurate list of all leases with lease payments exceeding $25,000
     in any year during the term thereof, and under which each Loan
     Party or any of their Subsidiaries is the lessee, showing as of
     the date hereof the subject matter, expiration date and annual
     rental cost thereof.  Each such lease is the legal, valid and
     binding obligation of the lessor thereof, enforceable in
     accordance with its terms.

          (dd) Following application of the proceeds of each Advance,
     not more than 25% of the value of the assets (of either Loan Party
     individually or with its Subsidiaries taken as a whole) subject to
     the provisions of Section 5.02(a), 5.02(e) or 5.20(n) or subject
     to any restriction contained in any agreement or instrument
     between either Loan Party and any Lender or any Affiliate of any
     Lender relating to Debt and within the scope of Section 6.01(e)
     will be Margin Stock.

          (ee) This Agreement, as an amendment and restatement of the
     Existing Credit Agreement, constitutes the Credit Agreement
     referred to in the Subordination Agreement and the Administrative
     Agent, the Co-Agents and the Lenders hereunder are fully entitled
     to the benefits of, and have all rights and remedies of the
     Administrative Agent, the Co-Agents and the Lenders under and as
     defined in, the Subordination Agreement.

     ARTICLE V

          COVENANTS OF THE BORROWER AND THE GUARANTOR

          SECTION 5.01.  Affirmative Covenants.  So long as any Advance
shall remain unpaid, any Letter of Credit shall be outstanding or any
Lender shall have any Commitment hereunder, each of the Borrower and
the Guarantor will, unless the Required Lenders shall otherwise consent
in writing:

          (a)  Compliance with Laws, Etc.  Comply, and cause each of
     its Subsidiaries to comply, in all material respects, with all
     applicable laws, rules, regulations and orders, such compliance to
     include, without limitation, compliance with ERISA and the
     Racketeer Influenced and Corrupt Organizations Chapter of the
     Organized Crime Control Act of 1970.

          (b)  Payment of Taxes, Etc.  Pay and discharge, and cause
     each of its Subsidiaries to pay and discharge, before the same
     shall become delinquent, (i) all taxes, assessments and
     governmental charges or levies imposed upon it or upon its
     property and (ii) all lawful claims that, if unpaid, might by law
     become a Lien upon its property; provided, however, that neither
     the Borrower, the Guarantor nor any of their Subsidiaries shall be
     required to pay or discharge any such tax, assessment, charge,
     levy or claim that is being contested in good faith and by proper
     proceedings and as to which appropriate reserves are being
     maintained, unless and until any Lien resulting therefrom attaches
     to its property and becomes enforceable against its other
     creditors.

          (c)  Compliance with Environmental Laws.  Comply, and cause
     each of its Subsidiaries and all lessees and other Persons
     occupying its properties to comply, in all material respects, with
     all Environmental Laws and Environmental Permits applicable to its
     operations and properties; obtain and renew all Environmental
     Permits necessary for its operations and properties; establish,
     maintain and follow procedures designed to prevent any release or
     other disposal by the Guarantor, the Borrower or any of their
     respective Subsidiaries of any solid or hazardous waste, hazardous
     or toxic substance or material, pollutant, contaminant or other
     such substance, as those terms are used or defined in any
     applicable federal, state or local statute, regulation or
     ordinance, on, beneath or near any property or facility owned or
     operated by the Guarantor, the Borrower or their respective
     Subsidiaries, except to the extent such release or other disposal
     is in compliance in all material respects with applicable law or
     regulation or with the terms of a valid permit granted to the
     Guarantor, the Borrower or their respective Subsidiaries by
     applicable authorities; and conduct, and cause each of its
     Subsidiaries to conduct, any investigation, study, sampling and
     testing, and undertake any cleanup, removal, remedial or other
     action necessary to remove and clean up all Hazardous Materials
     from any of its properties, in accordance with the requirements of
     all Environmental Laws; provided, however, that neither the
     Borrower nor any of its Subsidiaries shall be required to
     undertake any such cleanup, removal, remedial or other action to
     the extent that its obligation to do so is being contested in good
     faith and by proper proceedings and appropriate reserves are being
     maintained with respect to such circumstances.

          (d)  Maintenance of Insurance.  Maintain, and cause each of
     its Subsidiaries to maintain, insurance with responsible and
     reputable insurance companies or associations in such amounts and
     covering such risks as is usually carried by companies engaged in
     similar businesses and owning similar properties in the same
     general areas in which the Borrower, the Guarantor or such
     Subsidiary operates, and advise the Administrative Agent promptly
     of any cancellation of a material policy or material reduction or
     amendment, provided that in any event the Guarantor shall
     maintain:

                    (i)  insurance against loss or damage covering all
          of the tangible real and personal property and improvements
          owned or operated by the Guarantor or any of its
          Subsidiaries, by reason of any Peril in amounts as shall be
          reasonable and customary;

                    (ii) automobile liability insurance for bodily
          injury and property damage in respect of all vehicles
          (whether owned, hired or rented by the Guarantor or any of
          its Subsidiaries) in such amounts as are reasonable and
          customary;

                    (iii)     comprehensive general liability insurance
          against claims for bodily injury, death or property damage
          occurring on, in or about such properties and adjoining
          streets and sidewalks, in such amounts as are then customary
          for property similar in use and location;

                    (iv) workers' compensation insurance and/or
          permitted self-insurance (including employers' liability
          insurance) to the extent required by applicable law;

                    (v)  product liability insurance against claims for
          bodily injury, death or property damage resulting from the
          use of products sold by the Guarantor in such amounts as are
          reasonable and customary;

                    (vi) business interruption insurance against loss
          of operating income earned from the operation of any
          production facility or the principal offices of the Guarantor
          and its Subsidiaries by reason of any Peril affecting the
          operation thereof, and insurance against any other insurable
          loss of operating income by reason of any business
          interruption affecting the Guarantor to the extent covered by
          standard business interruption policies in the States in
          which such production facilities or offices are located,
          which insurance shall in each case cover gross earnings by
          reason of the particular Peril or other insurable business
          interruption; and

                    (vii)     such other insurance in each case as
          generally carried by owners of similar properties in the
          States in which such properties are located in such amounts
          and against such risks as are reasonable and customary.

          (e)  Preservation of Corporate Existence, Etc.  Preserve and
     maintain, and cause each of its Subsidiaries to preserve and
     maintain, its corporate existence, rights (charter and statutory)
     and franchises; provided, however, that the Borrower and its
     Subsidiaries may consummate any merger or consolidation permitted
     under Section 5.02(d) and provided further that neither Loan Party
     nor any of their Subsidiaries shall be required to preserve any
     right or franchise if the Board of Directors of such Loan Party or
     such Subsidiary shall determine that the preservation thereof is
     no longer desirable in the conduct of the business of such Loan
     Party or such Subsidiary, as the case may be, and that the loss
     thereof is not disadvantageous in any material respect to such
     Loan Party or such Subsidiary, as the case may be, or to the
     Lenders.

          (f)  Visitation Rights.  At any reasonable time and from time
     to time, upon reasonable prior notice, permit the Administrative
     Agent or any of the Lenders or any agents or representatives
     thereof, to examine and make copies of and abstracts from the
     records and books of account of, and visit the properties of, the
     Borrower, the Guarantor and any of their Subsidiaries, and to
     discuss the affairs, finances and accounts of the Borrower, the
     Guarantor and any of their Subsidiaries with any of their officers
     or directors and with their independent certified public
     accountants.

          (g)  Preparation of Environmental Reports.  At the request of
     the Administrative Agent at the following times:  (i) upon the
     occurrence and during the continuance of a Default, (ii) upon the
     reasonable belief of the Required Lenders or the Administrative
     Agent that Hazardous Materials contamination may be present on a
     property of a Loan Party or any of its Subsidiaries and (iii) in
     addition to the times referred to in clauses (i) and (ii) above,
     once a year during the term of this Agreement, provide to the
     Lenders within 120 days after such request, at the expense of the
     Borrower, an environmental site assessment report for all of the
     Borrower's, the Guarantor's and their Subsidiaries' properties
     described in such request, prepared by an environmental consulting
     firm reasonably acceptable to the Administrative Agent indicating
     the presence or absence of Hazardous Materials and the estimated
     cost of any compliance, removal or remedial action in connection
     with any Hazardous Materials on such properties; without limiting
     the generality of the foregoing, if the Administrative Agent
     reasonably determines at any time that a material risk exists that
     any such report will not be provided within the time referred to
     above, the Administrative Agent may retain an environmental
     consulting firm to prepare such report at the expense of the
     Borrower, and each of the Borrower and the Guarantor hereby grants
     and agrees to cause any Subsidiary which owns any property
     described in the request to grant at the time of such request, to
     the Administrative Agent, the Co-Agents, the Lenders, such firm
     and any agents or representatives thereof an irrevocable
     non-exclusive license, subject to the rights of tenants, to enter
     onto their respective properties to undertake such an assessment
     at reasonable times and in such a manner as will not materially
     interfere with the use of any such property by the owner and
     tenant.

          (h)  Keeping of Books.  Keep, and cause each of its
     Subsidiaries to keep, proper books of record and account, in which
     full and correct entries shall be made of all financial
     transactions and the assets and business of the Borrower, the
     Guarantor and each such Subsidiary in accordance with generally
     accepted accounting principles in effect from time to time.

          (i)  Maintenance of Properties, Etc.  Maintain and preserve,
     and cause each of its Subsidiaries to maintain and preserve, all
     of its properties that are used or are, in the reasonable judgment
     of the Borrower, useful in the conduct of its business in good
     working order and condition, ordinary wear and tear excepted.

          (j)  Compliance with Terms of Leaseholds.  Make all payments
     and otherwise perform all obligations in respect of all leases of
     real property, keep such leases in full force and effect and not
     allow such leases to lapse or be terminated or any rights to renew
     such leases to be forfeited or cancelled, notify the
     Administrative Agent of any default by any party with respect to
     such leases and cooperate with the Administrative Agent in all
     respects to cure any such default, and cause each of its
     Subsidiaries to do so, in each case except to the extent that the
     failure to do so could not have a Material Adverse Effect.

          (k)  Performance of Related Documents.  Perform and observe
     all of the terms and provisions of each Related Document to be
     performed or observed by it, maintain each such Related Document
     in full force and effect, enforce such Related Document in
     accordance with its terms, take all such action to such end as may
     be from time to time reasonably requested by the Administrative
     Agent and, upon the reasonable request of the Administrative
     Agent, make to each other party to each such Related Document such
     demands and requests for information and reports or for action as
     the Guarantor or the Borrower is entitled to make under such
     Related Document, in each case except to the extent that the
     failure to do so could not materially impair the value of the
     interests or rights of the Guarantor, the Borrower or any of their
     Subsidiaries and could not materially impair the interests or
     rights of the Administrative Agent, any Co-Agent or any Lender.

          (l)  Performance of Material Contracts.  Perform and observe
     all the terms and provisions of each Material Contract to be
     performed or observed by it, maintain each such Material Contract
     in full force and effect, enforce each such Material Contract in
     accordance with its terms, take all such action to such end as may
     be from time to time reasonably requested by the Administrative
     Agent and, upon the reasonable request of the Administrative
     Agent, make to each other party to each such Material Contract
     such demands and requests for information and reports or for
     action as the Guarantor or the Borrower is entitled to make under
     such Material Contract, and cause each of its Subsidiaries to do
     so, in each case except to the extent that the failure to do so
     could not materially impair the value of the interests or rights
     of the Guarantor, the Borrower or any of their Subsidiaries and
     could not materially impair the interests or rights of the
     Administrative Agent, any Co-Agent or any Lender.

          (m)  Transactions with Affiliates.  Conduct, and cause each
     of its Subsidiaries to conduct, all transactions otherwise
     permitted under the Loan Documents with any of their Affiliates on
     terms that are fair and reasonable and no less favorable to the
     Borrower, the Guarantor or such Subsidiary than it would obtain in
     a comparable arm's-length transaction with a Person not an
     Affiliate, other than:  (i) the marketing and administrative
     services agreement between the Borrower and the Managing Partner,
     (ii) the employee leasing agreement between the Borrower and the
     Managing Partner and (iii) transactions between the Joint Venture
     Company and (a) the Borrower's railcar repair business located at
     Fitzgerald, Georgia, (b) the Borrower's "Rainbow" Division and (c)
     IMC-Canada, in each case on terms and conditions acceptable to the
     Required Lenders.

          SECTION 5.02.  Negative Covenants.  So long as any Advance
shall remain unpaid, any Letter of Credit shall be outstanding or any
Lender shall have any Commitment hereunder, neither the Borrower nor
the Guarantor will, at any time, without the written consent of the
Required Lenders:

          (a)  Liens, Etc.  Create, incur, assume or suffer to exist,
     or permit any of its Subsidiaries to create, incur, assume or
     suffer to exist, any Lien on or with respect to any of its
     properties of any character (including, without limitation,
     accounts) whether now owned or hereafter acquired, or sign or
     file, or permit any of its Subsidiaries to sign or file, under the
     Uniform Commercial Code of any jurisdiction, a financing statement
     that names the Borrower, the Guarantor or any of their
     Subsidiaries as debtor, or sign, or permit any of its Subsidiaries
     to sign, any security agreement authorizing any secured party
     thereunder to file such financing statement, or assign, or permit
     any of its Subsidiaries to assign, any accounts or other right to
     receive income, excluding, however, from the operation of the
     foregoing restrictions the following:

                    (i)  Permitted Liens;

                    (ii) the Liens described on Schedule 5.02(a);

                    (iii)     Liens on accounts receivable and other
          related assets arising solely in connection with the sale or
          other disposition of such accounts receivable pursuant to
          Section 5.02(e)(vi); and

                    (iv) other Liens incurred in the ordinary course of
          business on property of the Borrower or the Guarantor, the
          aggregate fair value of such property not to exceed
          $10,000,000.

          (b)  Debt.  Create, incur, assume or suffer to exist, or
     permit any of its Subsidiaries to create, incur, assume or suffer
     to exist, any Debt other than:

                    (i)  in the case of the Borrower,

                              (A)  Debt under the Loan Documents,

                              (B)  Debt under the Subordinated
               Intercompany Notes, provided that the Borrower may pay
               interest thereon and principal thereof when due (subject
               to the terms of the Subordination Agreement) solely to
               the extent necessary to pay interest and principal on
               Debt of the Guarantor permitted under Section
               5.02(b)(ii)(C) or 5.02(b)(v)(A) and solely to the extent
               that the Borrower has not declared or paid cash
               dividends in an amount sufficient to pay interest and
               principal on the such Debt of the Guarantor, provided,
               however, that the Borrower may not pay interest thereon
               or principal thereof during the applicable Payment Block
               Period if a Payment Block has occurred and is
               continuing,

                              (C)  Debt of the Borrower owed to
               IMC-Canada, and

                              (D)  Debt incurred in connection with the
               limited recourse sale or other disposition of accounts
               receivable in an aggregate amount not to exceed
               $50,000,000 outstanding at any time;

                    (ii) in the case of the Guarantor,

                              (A)  Debt under the Loan Documents,

                              (B)  Debt owed to IMC-Canada, and

                              (C)  unsecured Debt not to exceed
               $50,000,000 at any time outstanding;

                    (iii)     in the case of any of the Subsidiaries of
          the Borrower (other than IMC Partner, Managing Partner or the
          Joint Venture Company) or the Guarantor (other than the
          Borrower, IMC Partner, Managing Partner or the Joint Venture
          Company), Debt owed to the Borrower or the Guarantor or to a
          wholly-owned Subsidiary of the Borrower or the Guarantor,
          provided that in the case of Debt of IMC-Canada owed to the
          Borrower or the Guarantor or to a wholly-owned Subsidiary of
          the Borrower or the Guarantor, such Debt shall not exceed
          $50,000,000 in an aggregate amount for all such Subsidiaries
          at any time outstanding;

                    (iv) in the case of the Joint Venture Company,

                              (A)  Debt existing on the date hereof, as
               set forth on Part I of Schedule 4.01(z) (the "JV
               Existing Debt"), and any Debt extending the maturity of,
               or refunding or refinancing, in whole or in part, any JV
               Existing Debt, provided that the terms of any such
               extending, refunding or refinancing Debt, and of any
               agreement entered into and of any instrument issued in
               connection therewith, are no more restrictive than the
               terms of the JV Existing Debt being extended, refunded
               or refinanced thereby and provided further that the
               principal amount of such JV Existing Debt shall not be
               increased above the principal amount thereof outstanding
               immediately prior to such extension, refunding or
               refinancing, and the direct and contingent obligors
               therefor shall not be changed, as a result of or in
               connection with such extension, refunding or
               refinancing,

                              (B)  unsecured Debt which, together with
               Debt of IMC-Canada under Section 5.02(b)(v)(B), shall
               not exceed $50,000,000 at any time outstanding, and

                              (C)  Debt incurred in connection with the
               limited recourse sale of accounts receivable in an
               aggregate amount not to exceed $75,000,000 outstanding
               at any time; and

                    (v)  in the case of the Borrower, the Guarantor and
          any of their Subsidiaries (other than the Joint Venture
          Company),

                              (A)  Debt existing on the date hereof, as
               set forth on Part II of Schedule 4.01(z) (the "Existing
               Debt"), and any Debt extending the maturity of, or
               refunding or refinancing, in whole or in part, any
               Existing Debt, provided that the terms of any such
               extending, refunding or refinancing Debt, and of any
               agreement entered into and of any instrument issued in
               connection therewith, are no more restrictive than the
               terms of the Existing Debt being extended, refunded or
               refinanced thereby and provided further that the
               principal amount of such Existing Debt shall not be
               increased above the principal amount thereof outstanding
               immediately prior to such extension, refunding or
               refinancing, and the direct and contingent obligors
               therefor shall not be changed, as a result of or in
               connection with such extension, refunding or
               refinancing,

                              (B)  unsecured Debt of IMC-Canada which,
               together with Debt of the Joint Venture Company under
               Section 5.02(b)(iv)(B), shall not exceed $50,000,000 at
               any time outstanding, and

                              (C)  indorsement of negotiable
               instruments for deposit or collection or similar
               transactions in the ordinary course of business.

          (c)  Lease Obligations.  Create, incur, assume or suffer to
     exist, or permit any of its Subsidiaries to create, incur, assume
     or suffer to exist, any obligations as lessee for the rental or
     hire of real or personal property of any kind under leases or
     agreements to lease having an original term of one year or more
     that would cause the direct and contingent liabilities of the
     Guarantor and its Subsidiaries, on a Consolidated basis, in
     respect of all such obligations to exceed $38,000,000 payable in
     any period of 12 consecutive months.

          (d)  Mergers, Etc.  Merge into or consolidate with any Person
     or permit any Person to merge into it, or permit any of its
     Subsidiaries to do so, except that (i) any wholly-owned Subsidiary
     of the Borrower may merge into or consolidate with any other
     Subsidiary of the Borrower provided that, in the case of any such
     consolidation, the Person formed by such consolidation shall be a
     wholly-owned Subsidiary of the Borrower and (ii) any of the
     Borrower's wholly-owned Subsidiaries may merge into the Borrower;
     provided, however, that in each case, immediately after giving
     effect thereto, no event shall occur and be continuing that
     constitutes a Default and, in the case of any such merger to which
     the Borrower is a party, the Borrower is the surviving
     corporation.

          (e)  Sales, Etc. of Assets.  Sell, lease, transfer or
     otherwise dispose of, or permit any of its Subsidiaries to sell,
     lease, transfer or otherwise dispose of, any assets, including,
     without limitation, any manufacturing plant or substantially all
     assets constituting the business of a division, branch or other
     unit operation, or grant any option or other right to purchase,
     lease or otherwise acquire any assets other than inventory to be
     sold in the ordinary course of its business, except:

                     (i) sales of assets in the ordinary course of its
          business;

                    (ii) in a transaction authorized by subsection (d)
          of this Section;

                    (iii)     sales of assets for cash and for fair
          value in an aggregate amount not to exceed $50,000,000 from
          the date hereof;

                    (iv) sales of assets identified on Schedule 5.02(e)
          for cash and for fair value;

                    (v)  the limited recourse sale of accounts
          receivable of the Borrower and the Joint Venture Company; and

                    (vi)      the transfer by IMC Partner to the
          Borrower of IMC Partner's interest as a general partner in
          the Joint Venture Company.

          (f)  Investments in Other Persons.  Make or hold, or permit
     any of its Subsidiaries to make or hold, any Investment in any
     Person other than:

                    (i)  Investments by the Guarantor, the Borrower and
          their respective Subsidiaries in their Subsidiaries
          outstanding on the date hereof or otherwise permitted under
          Section 5.02(b)(iii);

                    (ii) Investments by the Borrower in IMC Partner,
          the Managing Partner and the Joint Venture Company, in each
          case, pursuant to and in accordance with the terms of the
          Joint Venture Agreement or as otherwise permitted under
          Section 5.02(b)(iv)(A);

                    (iii)     Investments by the Guarantor, the
          Borrower and their respective Subsidiaries in Cash
          Equivalents and in Hedge Agreements in an aggregate notional
          amount not to exceed $100,000,000 at any time outstanding;

                    (iv) Investments by the Borrower in Potash in an
          aggregate amount not to exceed $5,000,000;

                    (v)  Investments by Potash of an aggregate amount
          not to exceed $5,000,000 of senior subordinated preferred
          stock of Ashta Chemicals, Inc; and

                    (vi) Investments by the Borrower in the Joint
          Venture Company in accordance with the terms of the
          Partnership Agreement.

          (g)  Dividends, Etc.  Declare or pay any dividends, purchase,
     redeem, retire, defease or otherwise acquire for value any of its
     capital stock or any warrants, rights or options to acquire such
     capital stock, now or hereafter outstanding, return any capital to
     its stockholders as such, make any distribution of assets, capital
     stock, warrants, rights, options, obligations or securities to its
     stockholders as such or issue or sell any capital stock of the
     Borrower or any warrants, rights or options to acquire such
     capital stock of the Borrower, or permit the Joint Venture Company
     to do any of the foregoing, or permit any of the Subsidiaries of
     the Borrower or the Guarantor to purchase, redeem, retire, defease
     or otherwise acquire for value any capital stock of the Borrower
     or the Guarantor or any warrants, rights or options to acquire
     such capital stock or to issue or sell any capital stock or any
     warrants, rights or options to acquire such capital stock, except
     that:

                    (i)  the Borrower may declare and pay cash
          dividends to the Guarantor and purchase, redeem, retire or
          otherwise acquire shares of its own outstanding capital stock
          for cash solely out of Consolidated net income and retained
          earnings of the Borrower solely (A) to the extent necessary
          to pay principal of and interest on Debt of the Guarantor
          permitted under Section 5.02(b)(v)(A), to the extent that the
          Borrower has not paid principal of and interest on the
          Subordinated Intercompany Notes in an amount sufficient to
          pay principal of and interest on such Debt of the Guarantor,
          (B) to the extent necessary for the Guarantor to pay cash
          dividends declared in accordance with Section 5.02(g)(ii) and
          (C) to the extent necessary for the Guarantor to pay taxes
          due and payable by it; provided, however, that the Borrower
          may not declare or pay cash dividends to the Guarantor during
          the applicable Payment Block Period if a Payment Block has
          occurred and is continuing;

                    (ii) so long as no Default shall have occurred and
          be continuing, the Guarantor may pay taxes due and payable by
          it and declare and pay cash dividends to its stockholders and
          purchase, redeem, retire or otherwise acquire shares of its
          own outstanding capital stock for cash solely out of
          Consolidated net income of the Guarantor and its Subsidiaries
          arising after December 31, 1994 in an aggregate amount not to
          exceed the sum of (x) $35,000,000 plus (y) 50% of
          Consolidated net income of the Guarantor and its Subsidiaries
          arising after December 31, 1994 and computed on a cumulative
          basis in accordance with GAAP (but excluding extraordinary
          non-cash expenses required by the Financial Accounting
          Standards Board to the extent deducted in calculating net
          income); provided that in any event, the Guarantor may pay
          taxes due and payable by it; and

                    (iii)     so long as all loans or advances made by
          the Guarantor, the Borrower or any of their respective
          Subsidiaries to the Joint Venture Company shall have been
          paid in full, the Joint Venture Company may declare and pay
          cash distributions to its equity holders and purchase,
          redeem, retire or otherwise acquire the interests of its
          equity holders in it for cash solely out of net income of the
          Joint Venture Company arising after the consummation of the
          Joint Venture Agreement and computed on a cumulative basis in
          accordance with GAAP.

          (h)  Change in Nature of Business.  Make, or permit any of
     its Subsidiaries to make, any material change in the nature of its
     business as carried on at the date hereof.

          (i)  Charter Amendments.  Amend, or permit any of its
     Subsidiaries to amend, its certificate of incorporation or bylaws
     in any manner that could have a Material Adverse Effect.

          (j)  Accounting Changes.  Make or permit, or permit any of
     its Subsidiaries to make or permit, any change in accounting
     policies or reporting practices, except as required by generally
     accepted accounting principles or make any change in its fiscal
     year.

          (k)  Amendment, Etc. of Related Documents.  Permit the terms
     of any Subordinated Intercompany Note to be changed except as and
     to the extent permitted by the Subordination Agreement, or permit
     any of its Subsidiaries to do any of the foregoing.

          (l)  Amendment, Etc. of Material Contracts.  Cancel or
     terminate any Material Contract or consent to or accept any
     cancellation or termination thereof, amend or otherwise modify any
     Material Contract or give any consent, waiver or approval
     thereunder, waive any default under or breach of any Material
     Contract, agree in any manner to any other amendment, modification
     or change of any term or condition of any Material Contract or
     take any other action in connection with any Material Contract, in
     each case, that would materially impair or reduce the value of the
     interests or rights of the Guarantor or the Borrower thereunder or
     that would materially impair the interests or rights of the
     Administrative Agent, any Co-Agent or any Lender, or permit any of
     its Subsidiaries to do any of the foregoing.

          (m)  Negative Pledge.  Enter into or suffer to exist, or
     permit any of its Subsidiaries to enter into or suffer to exist,
     any agreement prohibiting or conditioning the creation or
     assumption of any Lien upon any of its property or assets other
     than in favor of the Administrative Agent, the Co-Agents and the
     Lenders other than (i)  agreements to which either Loan Party or
     any of their respective Subsidiaries is a party on the date hereof
     that, as of the date hereof, contain such a prohibition or
     condition and (ii) any agreement or indenture evidencing the Debt
     permitted under Section 5.02(b)(ii)(C).

          (n)  Partnerships.  Become a general partner in any general
     or limited partnership, or permit any of its Subsidiaries to do
     so, other than (i) any Subsidiary the sole assets of which consist
     of its interest in such partnership and (ii) as contemplated by,
     and in accordance with the terms of, the Partnership Agreement.

          (o)  Maintenance of Ownership of Subsidiaries.  The Guarantor
     covenants that it will not sell or otherwise dispose of any shares
     of Capital Stock of any Relevant Subsidiary of the Guarantor or
     any warrants, rights or options to acquire such Capital Stock or
     permit any Relevant Subsidiary of the Guarantor to issue, sell or
     otherwise dispose of any shares of its Capital Stock or the
     Capital Stock of any other Relevant Subsidiary of the Guarantor or
     any warrants, rights or options to acquire such Capital Stock.

          SECTION 5.03.  Reporting Requirements.  So long as any
Advance shall remain unpaid, any Letter of Credit shall be outstanding
or any Lender shall have any Commitment hereunder, the Borrower or the
Guarantor will, unless the Required Lenders shall otherwise consent in
writing, furnish to the Lenders:

          (a)  Default Notice.  As soon as possible and in any event
     within two days after the Borrower or the Guarantor becomes of
     aware that any Default has occurred and such Default is continuing
     on the date of such statement, a statement of the chief financial
     officer of the Borrower setting forth details of such Default and
     the action that the Borrower has taken and proposes to take with
     respect thereto.

          (b)  Quarterly Financials.  As soon as available and in any
     event within 30 days after the end of each of the first three
     quarters of each fiscal year of the Guarantor, Consolidated
     balance sheets of the Guarantor and its Subsidiaries as of the end
     of such quarter and Consolidated statements of income and cash
     flows of the Guarantor and its Subsidiaries for the period
     commencing at the end of the previous fiscal year and ending with
     the end of such quarter, setting forth in each case in comparative
     form the corresponding figures for the corresponding period of the
     preceding fiscal year, all in reasonable detail and duly certified
     (subject to year-end audit adjustments) by the chief financial
     officer of the Guarantor as having been prepared in accordance
     with GAAP, together with (i) a certificate of said officer stating
     that no Default has occurred and is continuing or, if a Default
     has occurred and is continuing, a statement as to the nature
     thereof and the action that the Guarantor has taken and proposes
     to take with respect thereto and (ii) a schedule in form
     satisfactory to the Co-Agents of the computations used by the
     Guarantor in determining compliance with the covenants contained
     in Section 5.04.

          (c)  Annual Financials.  As soon as available and in any
     event within 90 days after the end of each fiscal year of the
     Guarantor, (i) a copy of the annual audit report for such year for
     the Guarantor and its Subsidiaries, including therein Consolidated
     balance sheets of the Guarantor and its Subsidiaries as of the end
     of such fiscal year and Consolidated statements of income and cash
     flows of the Guarantor and its Subsidiaries for such fiscal year,
     in each case accompanied by an opinion acceptable to the Required
     Lenders of Ernst & Young LLP or other independent public
     accountants of recognized standing acceptable to the Required
     Lenders and (ii) a Consolidated unaudited balance sheet of the
     Borrower and its Subsidiaries and of the Joint Venture Company as
     of the end of such fiscal year and Consolidated unaudited
     statements of income and cash flows of the Borrower and its
     Subsidiaries and of the Joint Venture Company for such fiscal
     year, together with (A) a certificate of such accounting firm to
     the Lenders stating that in the course of the regular audit of the
     business of the Guarantor and its Subsidiaries, which audit was
     conducted by such accounting firm in accordance with generally
     accepted auditing standards, such accounting firm has obtained no
     knowledge that a Default has occurred and is continuing, or if, in
     the opinion of such accounting firm, a Default has occurred and is
     continuing, a statement as to the nature thereof, (B) a schedule
     in form satisfactory to the Co-Agents of the computations used by
     such accountants in determining, as of the end of such fiscal
     year, compliance with the covenants contained in Section 5.04 and
     (C) a certificate of the chief financial officer of the Guarantor
     stating that no Default has occurred and is continuing or, if a
     default has occurred and is continuing, a statement as to the
     nature thereof and the action that the Guarantor has taken and
     proposes to take with respect thereto.

          (d)  Annual Forecasts and Annual Business Plan.  As soon as
     available and in any event no later than the end of each fiscal
     year of the Guarantor, forecasts prepared by management of the
     Guarantor (including the annual business plan of the Guarantor and
     its Subsidiaries for the fiscal year following such fiscal year
     then ended), in form satisfactory to the Co-Agents, of balance
     sheets, income statements and cash flow statements for the fiscal
     year following such fiscal year then ended, as soon as available
     and in any event no later than 90 days after the end of each
     fiscal year of the Guarantor, forecasts prepared by management of
     the Guarantor, in form satisfactory to the Co-Agents, of balance
     sheets, income statements and cash flow statements on a monthly
     basis for the current fiscal year; and as soon as available, five-
     year forecasts prepared by management of the Guarantor, in form
     satisfactory to the Co-Agents, of balance sheets, income
     statements and cash flows on an annual basis; provided that
     commencing two years prior to the Termination Date, management of
     the Guarantor shall provide three-year forecasts instead of five-
     year forecasts.

          (e)  ERISA Events.  Promptly and in any event within 20 days
     after either Loan Party or any of its ERISA Affiliates knows or
     has reason to know that any ERISA Event with respect to either
     Loan Party or any of its ERISA Affiliates has occurred, a
     statement of the chief financial officer of the Guarantor
     describing such ERISA Event and the action, if any, that such Loan
     Party or such ERISA Affiliate has taken and proposes to take with
     respect thereto.

          (f)  Plan Terminations.  Promptly and in any event within 10
     Business Days after receipt thereof by either Loan Party or any of
     its ERISA Affiliates, copies of each notice from the PBGC stating
     its intention to terminate any Plan of either Loan Party or any of
     its ERISA Affiliates or to have a trustee appointed to administer
     any such Plan.

          (g)  Plan Annual Reports.  Promptly and in any event within
     30 days after the filing thereof with the Internal Revenue
     Service, copies of each Schedule B (Actuarial Information) to the
     annual report (Form 5500 Series) with respect to each Plan of each
     Loan Party or any of its ERISA Affiliates.

          (h)  Multiemployer Plan Notices.  Promptly and in any event
     within 10 Business Days after receipt thereof by either Loan Party
     or any of its ERISA Affiliates from the sponsor of a Multiemployer
     Plan of either Loan Party or any of its ERISA Affiliates, copies
     of each notice concerning (i) the imposition of Withdrawal
     Liability by any such Multiemployer Plan, (ii) the reorganization
     or termination, within the meaning of Title IV of ERISA, of any
     such Multiemployer Plan or (iii) the amount of liability incurred,
     or that may be incurred, by such Loan Party or any of its ERISA
     Affiliates in connection with any event described in clause (i) or
     (ii).

          (i)  Litigation.  Promptly after the commencement thereof,
     notice of all actions, suits, investigations, litigation and
     proceedings before any court or governmental department,
     commission, board, bureau, agency or instrumentality, domestic or
     foreign, affecting either Loan Party or any of its Subsidiaries of
     the type described in Section 4.01(j) that are reasonably likely
     to have a Material Adverse Effect or in which the relief requested
     (if successful) would require the payment by either Loan Party or
     any of their Subsidiaries of $5,000,000 or more, and promptly
     after the occurrence thereof, notice of any adverse change in the
     status or the financial effect on either Loan Party or any of its
     Subsidiaries of the Disclosed Litigation from that described on
     Schedule 3.01(c).

          (j)  Securities Reports.  Promptly after the sending or
     filing thereof, copies of all proxy statements, financial
     statements and reports that either Loan Party or any of its
     Subsidiaries sends to its stockholders, and copies of all regular,
     periodic and special reports, and all registration statements,
     that either Loan Party or any of its Subsidiaries files with the
     Securities and Exchange Commission or any governmental authority
     that may be substituted therefor, or with any national securities
     exchange.

          (k)  Creditor Reports.  Promptly after the furnishing
     thereof, copies of any statement or report furnished to any other
     holder of the securities of either Loan Party or of any of its
     Subsidiaries pursuant to the terms of any indenture, loan or
     credit or similar agreement relating to Debt in an aggregate
     principal amount in excess of $1,000,000 and not otherwise
     required to be furnished to the Lenders pursuant to any other
     clause of this Section 5.03.

          (l)  Agreement Notices.  Promptly upon receipt thereof,
     copies of all notices of breach or default and any other notices
     or requests, the substance of which could materially impair the
     value of the interests or rights of the Guarantor, the Borrower or
     any of their Subsidiaries or could materially impair the interests
     or rights of the Administrative Agent, any Co-Agent or any Lender
     received by either Loan Party or any of its Subsidiaries under or
     pursuant to any Related Document and copies of all notices of
     breach or default received by either Loan Party or any of its
     Subsidiaries under or pursuant to any Material Contract and, from
     time to time upon request by any Co-Agent, such information and
     reports regarding the Related Documents and the Material Contracts
     as such Co-Agent may reasonably request.

          (m)  Revenue Agent Reports.  Within 10 days after receipt,
     copies of all Revenue Agent Reports (Internal Revenue Service Form
     886), or other written proposals of the Internal Revenue Service,
     that propose, determine or otherwise set forth positive
     adjustments to the Federal income tax liability of the affiliated
     group (within the meaning of Section 1504(a)(1) of the Internal
     Revenue Code) of which the Guarantor is a member aggregating
     $1,000,000 or more.

          (n)  Tax Certificates.  Promptly, and in any event within
     five Business Days after the due date (with extensions) for filing
     the final Federal income tax return in respect of each taxable
     year, a certificate (a "Tax Certificate"), signed by the President
     or the chief financial officer of the Guarantor, stating that the
     common parent of the affiliated group (within the meaning of
     Section 1504(a)(1) of the Internal Revenue Code) of which the
     Guarantor is a member has paid to the Internal Revenue Service or
     other taxing authority, the full amount that such affiliated group
     is required to pay in compliance with Section 5.01(b) in respect
     of federal income tax for such year.

          (o)  Environmental Conditions.  Promptly after the occurrence
     thereof, notice of any condition or occurrence on any property of
     either Loan Party or any of its Subsidiaries that results in a
     material noncompliance by either Loan Party or any of its
     Subsidiaries with any Environmental Law or Environmental Permit or
     could reasonably be expected to (i) form the basis of an
     Environmental Action against either Loan Party or any of its
     Subsidiaries or such property that could reasonably be expected to
     have a Material Adverse Effect or (ii) cause any such property to
     be subject to any material restrictions on ownership, occupancy,
     use or transferability under any Environmental Law.

          (p)  Amendment, Etc. of Material Contracts.  Promptly after
     the execution or occurrence thereof, copies of any amendment,
     modification or supplement of any Material Contract including,
     without limitation, any waiver or consent given thereunder.

          (q)  Other Information.  Such other information respecting
     the business, condition (financial or otherwise), operations,
     performance, properties or prospects of either Loan Party or any
     of its Subsidiaries as any Lender may from time to time reasonably
     request.

          SECTION 5.04.  Financial Covenants.  So long as any Advance
shall remain unpaid, any Letter of Credit shall be outstanding or any
Lender shall have any Commitment hereunder, the Guarantor will, unless
the Required Lenders otherwise consent in writing:

          (a)  Tangible Net Worth.  Maintain an excess of (i)
     Consolidated total tangible assets of the Guarantor and its
     Subsidiaries over (ii) the sum of (I) Consolidated total
     liabilities of the Guarantor and its Subsidiaries and (II)
     minority interests not held by the Guarantor or any of its
     Subsidiaries in Subsidiaries of the Guarantor or any of its
     Subsidiaries of not less than (x) $650,000,000 at the end of each
     fiscal quarter of the Guarantor ending on September 30, 1995,
     December 31, 1995 and March 31, 1996 and (y) $700,000,000 at the
     end of each fiscal quarter of the Guarantor thereafter.

          (b)  Interest Coverage Ratio.  Maintain a ratio of
     Consolidated EBITDA of the Guarantor and its Subsidiaries to cash
     interest payable on all Debt of the Guarantor and its Subsidiaries
     of not less than 3.00:1 for each period of four consecutive fiscal
     quarters of the Guarantor ending on September 30, December 31,
     March 31 and June 30 of each year.

          (c)  Leverage Ratio.  Not permit the ratio of Consolidated
     Funded Debt to Capitalization to exceed 0.52 at any time.

     ARTICLE VI

                       EVENTS OF DEFAULT

          SECTION 6.01.  Events of Default.  If any of the following
events ("Events of Default") shall occur and be continuing:

          (a)  (i) the Borrower shall fail to pay any principal of any
     Advance when the same becomes due and payable, (ii) the Borrower
     shall fail to pay any interest on any Advance within five Business
     Days of the date such interest becomes due and payable, or (iii)
     either Loan Party shall fail to make any other payment under any
     Loan Document within five Business Days of the date such payment
     becomes due and payable; or

          (b)  any representation or warranty made by either Loan Party
     (or any of its officers) under or in connection with any Loan
     Document shall prove to have been incorrect in any material
     respect when made; or

          (c)  the Borrower shall fail to perform or observe any term,
     covenant or agreement contained in Section 5.01(e), 5.01(m), 5.02,
     5.03(a) or 5.04; or

          (d)  either Loan Party shall fail to perform any other term,
     covenant or agreement contained in any Loan Document on its part
     to be performed or observed and (i) such failure shall remain
     unremedied for 10 Business Days after written notice thereof shall
     have been given to the Borrower by the Administrative Agent or any
     Lender or (ii) any such failure shall not be remedied within 10
     Business Days after any Responsible Officer of either Loan Party
     obtains actual knowledge thereof; or

          (e)  either Loan Party or any of its Subsidiaries shall fail
     to pay any principal of, premium or interest on or any other
     amount payable in respect of any Debt that is outstanding in a
     principal amount of at least $10,000,000 in the aggregate (but
     excluding Debt outstanding hereunder) of such Loan Party or such
     Subsidiary (as the case may be), when the same becomes due and
     payable (whether by scheduled maturity, required prepayment,
     acceleration, demand or otherwise), and such failure shall
     continue after the applicable grace period, if any, specified in
     the agreement or instrument relating to such Debt; or any other
     event shall occur or condition shall exist under any agreement or
     instrument relating to any such Debt and shall continue after the
     applicable grace period, if any, specified in such agreement or
     instrument, if the effect of such event or condition is to
     accelerate, or to permit the acceleration of, the maturity of such
     Debt or otherwise to cause, or to permit the holder thereof to
     cause, such Debt to mature; or any such Debt shall be declared to
     be due and payable or required to be prepaid or redeemed (other
     than by a regularly scheduled required prepayment or redemption),
     purchased or defeased, or an offer to prepay, redeem, purchase or
     defease such Debt shall be required to be made, in each case prior
     to the stated maturity thereof; or

          (f)  either Loan Party or any of its Subsidiaries shall
     generally not pay its debts as such debts become due, or shall
     admit in writing its inability to pay its debts generally, or
     shall make a general assignment for the benefit of creditors; or
     any proceeding shall be instituted by or against either Loan Party
     or any of its Subsidiaries seeking to adjudicate it a bankrupt or
     insolvent, or seeking liquidation, winding up, reorganization,
     arrangement, adjustment, protection, relief, or composition of it
     or its debts under any law relating to bankruptcy, insolvency or
     reorganization or relief of debtors, or seeking the entry of an
     order for relief or the appointment of a receiver, trustee, or
     other similar official for it or for any substantial part of its
     property and, in the case of any such proceeding instituted
     against it (but not instituted by it) that is being diligently
     contested by it in good faith, either such proceeding shall remain
     undismissed or unstayed for a period of 60 days or any of the
     actions sought in such proceeding (including, without limitation,
     the entry of an order for relief against, or the appointment of a
     receiver, trustee, custodian or other similar official for, it or
     any substantial part of its property) shall occur; or either Loan
     Party or any of its Subsidiaries shall take any corporate action
     to authorize any of the actions set forth above in this subsection
     (f); or

          (g)  any judgment or order for the payment of money in excess
     of $10,000,000 (calculated after deducting therefrom any amount
     that will be paid by any insurer rated at least A+ by A.M. Best
     Company to the extent such insurer has been notified of, and has
     not disputed the claim made for payment of, the amount of such
     judgment or order) shall be rendered against either Loan Party or
     any of its Subsidiaries and either (i) enforcement proceedings
     shall have been commenced by any creditor upon such judgment or
     order or (ii) there shall be any period of 10 consecutive days
     during which a stay of enforcement of such judgment or order, by
     reason of a pending appeal or otherwise, shall not be in effect;
     or

          (h)  any non-monetary judgment or order shall be rendered
     against either Loan Party or any of its Subsidiaries that could
     reasonably be expected to have a Material Adverse Effect, and
     there shall be any period of 10 consecutive days during which a
     stay of enforcement of such judgment or order, by reason of a
     pending appeal or otherwise, shall not be in effect; or

          (i)  any provision of any Loan Document, the invalidity of
     which could materially adversely affect the rights and remedies of
     the Lenders, after delivery thereof pursuant to Section 3.01 shall
     for any reason cease to be valid and binding on or enforceable
     against either Loan Party party to it, or either such Loan Party
     shall so state in writing; or

          (j)  (i) any Person or two or more Persons acting in concert
     shall have acquired beneficial ownership (within the meaning of
     Rule 13d-3 of the Securities and Exchange Commission under the
     Securities Exchange Act of 1934), directly or indirectly, of
     Voting Stock of the Guarantor (or other securities convertible
     into such Voting Stock) representing 20% or more of the combined
     voting power of all Voting Stock of the Guarantor; or (ii) during
     any period of up to 24 consecutive months, commencing after the
     date of this Agreement, individuals who at the beginning of such
     24-month period were directors of the Guarantor shall cease for
     any reason (other than due to death or disability) to constitute a
     majority of the board of directors of the Guarantor, except to the
     extent that individuals who at the beginning of such 24-month
     period were replaced by individuals (x) elected by 66-2/3% of the
     remaining members of the board of directors of the Guarantor or
     (y) nominated for election by a majority of the remaining members
     of the board of directors of the Guarantor and thereafter elected
     as directors by the shareholders of the Guarantor; or (iii) any
     Person or two or more Persons acting in concert shall have
     acquired by contract or otherwise, or shall have entered into a
     contract or arrangement that, upon consummation, will result in
     its or their acquisition of, control over Voting Stock of the
     Guarantor (or other securities convertible into such securities)
     representing 20% or more of the combined voting power of all
     Voting Stock of the Guarantor; or

          (k)  any ERISA Event shall have occurred with respect to a
     Plan of either Loan Party or any of its ERISA Affiliates and the
     sum (determined as of the date of occurrence of such ERISA Event)
     of the Insufficiency of such Plan and the Insufficiency of any and
     all other Plans of the Loan Parties and their ERISA Affiliates
     with respect to which an ERISA Event shall have occurred and then
     exist (or the liability of the Loan Parties and their ERISA
     Affiliates related to such ERISA Event) exceeds $5,000,000; or

          (l)  either Loan Party or any of its ERISA Affiliates shall
     have been notified by the sponsor of a Multiemployer Plan of
     either Loan Party or any of its ERISA Affiliates that it has
     incurred Withdrawal Liability to such Multiemployer Plan in an
     amount that, when aggregated with all other amounts required to be
     paid to Multiemployer Plans by the Loan Parties and their ERISA
     Affiliates as Withdrawal Liability (determined as of the date of
     such notification), exceeds $5,000,000 or requires payments
     exceeding $500,000 per annum; or

          (m)  either Loan Party or any of its ERISA Affiliates shall
     have been notified by the sponsor of a Multiemployer Plan of
     either Loan Party or any of its ERISA Affiliates that such
     Multiemployer Plan is in reorganization or is being terminated,
     within the meaning of Title IV of ERISA, and as a result of such
     reorganization or termination the aggregate annual contributions
     of the Loan Parties and their ERISA Affiliates to all
     Multiemployer Plans that are then in reorganization or being
     terminated have been or will be increased over the amounts
     contributed to such Multiemployer Plans for the plan years of such
     Multiemployer Plans immediately preceding the plan year in which
     such reorganization or termination occurs by an amount exceeding
     $500,000;

then, and in any such event, the Administrative Agent (i) shall at the
request, or may with the consent, of the Required Lenders, by notice to
the Borrower, declare the obligation of each Lender to make Advances
and of any Issuing Bank to issue Letters of Credit to be terminated,
whereupon the same shall forthwith terminate, and (ii) shall at the
request, or may with the consent, of the Required Lenders, (A) by
notice to the Borrower, declare the Notes, all interest thereon and all
other amounts payable under this Agreement and the other Loan Documents
to be forthwith due and payable, whereupon the Notes, all such interest
and all such amounts shall become and be forthwith due and payable,
without presentment, demand, protest or further notice of any kind, all
of which are hereby expressly waived by the Borrower and (B) by notice
to each party required under the terms of any agreement in support of
which a Letter of Credit is issued, request that all Obligations under
such agreement be declared to be due and payable; provided, however,
that in the event of an actual or deemed entry of an order for relief
with respect to either Loan Party under the Federal Bankruptcy Code,
(x) the obligation of each Lender to make Advances and of each Issuing
Bank to issue Letters of Credit shall automatically be terminated and
(y) the Notes, all such interest and all such amounts shall
automatically become and be due and payable, without presentment,
demand, protest or any notice of any kind, all of which are hereby
expressly waived by the Borrower.

          SECTION 6.02.  Actions in Respect of the Letters of Credit
Upon Default.  If any Event of Default shall have occurred and be
continuing, the Administrative Agent may, irrespective of whether it is
taking any of the actions described in Section 6.01 or otherwise, make
demand upon the Borrower to, and forthwith upon such demand the
Borrower will, pay to the Administrative Agent on behalf of the Lenders
in same day funds at the Administrative Agent's office designated in
such demand, for deposit in the L/C Cash Collateral Account, an amount
equal to the aggregate Available Amount of all Letters of Credit then
outstanding.  If at any time the Administrative Agent determines that
any funds held in the L/C Cash Collateral Account are subject to any
right or claim of any Person other than the Administrative Agent, the
Co-Agents and the Lenders or that the total amount of such funds is
less than the aggregate Available Amount of all Letters of Credit, the
Borrower will, forthwith upon demand by the Administrative Agent, pay
to the Administrative Agent, as additional funds to be deposited and
held in the L/C Cash Collateral Account, an amount equal to the excess
of (a) such aggregate Available Amount over (b) the total amount of
funds, if any, then held in the L/C Cash Collateral Account that the
Administrative Agent determines to be free and clear of any such right
and claim.

     ARTICLE VII

                            GUARANTY

          SECTION 7.01.  Guaranty.  The Guarantor hereby
unconditionally and irrevocably guarantees the punctual payment when
due, whether at stated maturity, by acceleration or otherwise, of all
Obligations of the Borrower now or hereafter existing under the Loan
Documents, whether for principal, interest, fees, expenses or otherwise
(such Obligations being the "Guaranteed Obligations"), and agrees to
pay any and all expenses (including reasonable counsel fees and
expenses) incurred by the Administrative Agent, the Co-Agents or the
Lenders in enforcing any rights under this Guaranty.  Without limiting
the generality of the foregoing, the Guarantor's liability shall extend
to all amounts that constitute part of the Guaranteed Obligations and
would be owed by the Borrower to the Administrative Agent, the
Co-Agents or the Lenders under the Loan Documents but for the fact that
they are unenforceable or not allowable due to the existence of a
bankruptcy, reorganization or similar proceeding involving the
Borrower.

          SECTION 7.02.  Guaranty Absolute.  The Guarantor guarantees
that the Guaranteed Obligations will be paid strictly in accordance
with the terms of the Loan Documents, regardless of any law, regulation
or order now or hereafter in effect in any jurisdiction affecting any
of such terms or the rights of the Administrative Agent, the Co-Agents
or the Lenders with respect thereto.  The Obligations of the Guarantor
under this Guaranty are independent of the Guaranteed Obligations or
any other Obligations of any Loan Party under the Loan Documents, and a
separate action or actions may be brought and prosecuted against the
Guarantor to enforce this Guaranty, irrespective of whether any action
is brought against the Borrower or whether the Borrower is joined in
any such action or actions.  The liability of the Guarantor under this
Guaranty shall be irrevocable, absolute and unconditional irrespective
of, and the Guarantor hereby irrevocably waives any defenses it may now
or hereinafter have in any way relating to, any or all of the
following:

          (a)  any lack of validity or enforceability of any Loan
     Document or any agreement or instrument relating thereto;

          (b)  any change in the time, manner or place of payment of,
     or in any other term of, all or any of the Guaranteed Obligations
     or any other Obligations of any other Loan Party under the Loan
     Documents, or any other amendment or waiver of or any consent to
     departure from any Loan Document, including, without limitation,
     any increase in the Guaranteed Obligations resulting from the
     extension of additional credit to the Borrower or any of its
     Subsidiaries or otherwise;

          (c)  any taking, exchange, release or non-perfection of any
     collateral, or any taking, release or amendment or waiver of or
     consent to departure from any other guaranty, for all or any of
     the Guaranteed Obligations;

          (d)  any manner of application of collateral, or proceeds
     thereof, to all or any of the Guaranteed Obligations, or any
     manner of sale or other disposition of any collateral for all or
     any of the Guaranteed Obligations or any other Obligations of any
     other Loan Party under the Loan Documents or any other assets of
     the Borrower or any of its Subsidiaries;

          (e)  any change, restructuring or termination of the
     corporate structure or existence of the Borrower or any of its
     Subsidiaries; or

          (f)  any other circumstance (including, without limitation,
     any statute of limitations) or any existence of or reliance on any
     representation by the Administrative Agent, any Co-Agent or any
     Lender that might otherwise constitute a defense available to, or
     a discharge of, the Borrower, the Guarantor or any other guarantor
     or surety.

This Guaranty shall continue to be effective or be reinstated, as the
case may be, if at any time any payment of any of the Guaranteed
Obligations is rescinded or must otherwise be returned by the
Administrative Agent, any Co-Agent or any Lender upon the insolvency,
bankruptcy or reorganization of the Borrower or otherwise, all as
though such payment had not been made.

          SECTION 7.03.  Waiver.  The Guarantor hereby waives
promptness, diligence, notice of acceptance and any other notice with
respect to any of the Guaranteed Obligations and this Guaranty and any
requirement that the Administrative Agent, any Co-Agent or any Lender
protect, secure, perfect or insure any Lien or any property subject
thereto or exhaust any right or take any action against the Borrower or
any other Person or any collateral.  The Guarantor acknowledges that it
will receive direct and indirect benefits from the financing
arrangements contemplated by the Loan Documents and that the waiver set
forth in this Section 7.03 is knowingly made in contemplation of such
benefits.

          SECTION 7.04.  Payments Free and Clear of Taxes, Etc.  (a)
Any and all payments made by the Guarantor hereunder shall be made, in
accordance with Section 2.11, free and clear of and without deduction
for any and all present or future Taxes.  If the Guarantor shall be
required by law to deduct any Taxes from or in respect of any sum
payable hereunder to any Lender, any Co-Agent or the Administrative
Agent, (i) the sum payable shall be increased as may be necessary so
that after making all required deductions (including deductions
applicable to additional sums payable under this Section) such Lender,
such Co-Agent or the Administrative Agent (as the case may be) receives
an amount equal to the sum it would have received had no such
deductions been made, (ii) the Guarantor shall make such deductions and
(iii) the Guarantor shall pay the full amount deducted to the relevant
taxation authority or other authority in accordance with applicable
law.

          (b)  In addition, the Guarantor agrees to pay any present or
future Other Taxes.

          (c)  The Guarantor will indemnify each Lender, each Co-Agent
and the Administrative Agent for the full amount of Taxes or Other
Taxes (including, without limitation, any Taxes or Other Taxes imposed
by any jurisdiction on amounts payable under this Section) paid by such
Lender, such Co-Agent or the Administrative Agent (as the case may be)
and any liability (including penalties, interest and expenses) arising
therefrom or with respect thereto.  This indemnification shall be made
within 30 days from the date such Lender, such Co-Agent or the
Administrative Agent (as the case may be) makes written demand
therefor.

          (d)  Within 30 days after the date of any payment of Taxes,
the Guarantor will furnish to the Administrative Agent, at its address
referred to in Section 9.02, appropriate evidence of payment thereof.
If no Taxes are payable in respect of any payment hereunder by the
Guarantor through an account or branch outside the United States or on
behalf of the Guarantor by a payor that is not a United States person,
the Guarantor will furnish, or will cause such payor to furnish, to the
Co-Agents a certificate from each appropriate taxing authority or
authorities, or an opinion of counsel acceptable to the Co-Agents, in
either case stating that such payment is exempt from or not subject to
Taxes.

          (e)  Without prejudice to the survival of any other agreement
of the Guarantor hereunder, the agreements and obligations of the
Guarantor contained in this Section 7.04 shall survive the payment in
full of the Guaranteed Obligations and all other amounts payable under
this Guaranty.

          SECTION 7.05.  Continuing Guaranty; Assignments.  This
Guaranty is a continuing guaranty and shall (a) remain in full force
and effect until the later of the cash payment in full of the
Guaranteed Obligations and all other amounts payable under this
Guaranty and the Termination Date, (b) be binding upon the Guarantor,
its successors and assigns and (c) inure to the benefit of and be
enforceable by the Lenders, the Co-Agents, the Administrative Agent and
their successors, transferees and assigns.  Without limiting the
generality of the foregoing clause (c), any Lender may assign or
otherwise transfer all or any portion of its rights and obligations
hereunder (including, without limitation, all or any portion of its
Commitment, the Advances owing to it and the Note or Notes held by it)
to any other Person, and such other Person shall thereupon become
vested with all the benefits in respect thereof granted to such Lender
herein or otherwise, in each case as provided in Section 9.07.

          Section 7.06.  Subrogation.  The Guarantor will not exercise
any rights that it may now or hereafter acquire against the Borrower or
any other insider guarantor that arise from the existence, payment,
performance or enforcement of the Guarantor's Obligations under this
Agreement or any other Loan Document, including, without limitation,
any right of subrogation, reimbursement, exoneration, contribution or
indemnification and any right to participate in any claim or remedy of
the Administrative Agent, any Co-Agent or any Lender against the
Borrower or any other insider guarantor or any collateral, whether or
not such claim, remedy or right arises in equity or under contract,
statute or common law, including, without limitation, the right to take
or receive from the Borrower or any other insider guarantor, directly
or indirectly, in cash or other property or by set-off or in any other
manner, payment or security on account of such claim, remedy or right,
unless and until all of the Obligations and all other amounts payable
under this Guaranty shall have been paid in full in cash and the
Commitments shall have expired or terminated.  If any amount shall be
paid to the Guarantor in violation of the preceding sentence at any
time prior to the later of the payment in full in cash of the
Guaranteed Obligations and all other amounts payable under this
Guaranty and the Termination Date, such amount shall be held in trust
for the benefit of the Administrative Agent, the Co-Agents and the
Lenders and shall forthwith be paid to the Administrative Agent to be
credited and applied to the Guaranteed Obligations and all other
amounts payable under this Guaranty, whether matured or unmatured, in
accordance with the terms of the Loan Documents, or to be held as
collateral for any Guaranteed Obligations or other amounts payable
under this Guaranty thereafter arising.  If (i) the Guarantor shall
make payment to the Administrative Agent, any Co-Agent or any Lender of
all or any part of the Guaranteed Obligations, (ii) all of the
Guaranteed Obligations and all other amounts payable under this
Guaranty shall be paid in full in cash and (iii) the Termination Date
shall have occurred, the Administrative Agent, the Co-Agents  and the
Lenders will, at the Guarantor's request and expense, execute and
deliver to the Guarantor appropriate documents, without recourse and
without representation or warranty, necessary to evidence the transfer
by subrogation to the Guarantor of an interest in the Guaranteed
Obligations resulting from such payment by the Guarantor.

     ARTICLE VIII

           THE ADMINISTRATIVE AGENT AND THE CO-AGENTS

          SECTION 8.01.  Authorization and Action.  Each Lender (in its
capacity as a Lender, the Swing Line Bank (if applicable) and an
Issuing Bank (if applicable)) hereby appoints and authorizes the
Administrative Agent and the Co-Agents, respectively, to take such
action as agent on its behalf and to exercise such powers and
discretion under this Agreement and the other Loan Documents as are
delegated to the Administrative Agent and the Co-Agents, respectively,
by the terms hereof and thereof, together with such powers and
discretion as are reasonably incidental thereto.  As to any matters not
expressly provided for by the Loan Documents (including, without
limitation, enforcement or collection of the Notes), neither the
Administrative Agent nor the Co-Agents shall be required to exercise
any discretion or take any action, but shall be required to act or to
refrain from acting (and shall be fully protected in so acting or
refraining from acting) upon the instructions of the Required Lenders,
and such instructions shall be binding upon all Lenders and all holders
of Notes; provided, however, that neither the Administrative Agent nor
the Co-Agents shall be required to take any action that exposes any of
them to personal liability or that is contrary to this Agreement or
applicable law.  Each of the Administrative Agent and each Co-Agent
agrees to give to each Lender prompt notice of each notice given to it
by the Borrower pursuant to the terms of this Agreement.

          SECTION 8.02.  Administrative Agent's and Co-Agent's
Reliance, Etc.  Neither the Administrative Agent nor any Co-Agent nor
any of their respective directors, officers, agents or employees shall
be liable for any action taken or omitted to be taken by it or them
under or in connection with the Loan Documents, except for its or their
own gross negligence or willful misconduct.  Without limitation of the
generality of the foregoing, the Administrative Agent and the
Co-Agents:  (i) may treat the payee of any Note as the holder thereof
until the Administrative Agent receives and accepts an Assignment and
Acceptance entered into by the Lender that is the payee of such Note,
as assignor, and an Eligible Assignee, as assignee, as provided in
Section 9.07; (ii) may consult with legal counsel (including counsel
for either Loan Party), independent public accountants and other
experts selected by it and shall not be liable for any action taken or
omitted to be taken in good faith by it in accordance with the advice
of such counsel, accountants or experts; (iii) make no warranty or
representation to any Lender and shall not be responsible to any Lender
for any statements, warranties or representations made in or in
connection with the Loan Documents; (iv) shall not have any duty to
ascertain or to inquire as to the performance or observance of any of
the terms, covenants or conditions of any Loan Document on the part of
either Loan Party or to inspect the property (including the books and
records) of either Loan Party; (v) shall not be responsible to any
Lender for the due execution, legality, validity, enforceability,
genuineness, sufficiency or value of any Loan Document or any other
instrument or document furnished pursuant hereto; and (vi) shall incur
no liability under or in respect of any Loan Document by acting upon
any notice, consent, certificate or other instrument or writing (which
may be by telegram, telecopy, cable or telex) believed by it to be
genuine and signed or sent by the proper party or parties.

          SECTION 8.03.  Citibank, NationsBank, Rabobank and
Affiliates.  With respect to its Commitments, the Advances made by it
and the Note issued to it, Citibank, NationsBank and Rabobank shall
have the same rights and powers under the Loan Documents as any other
Lender and may exercise the same as though it were not a Co-Agent (or
the Administrative Agent, in the case of Citibank); and the term
"Lender" or "Lenders" shall, unless otherwise expressly indicated,
include Citibank, NationsBank and Rabobank in their respective
individual capacities.  Citibank, NationsBank and Rabobank and their
respective affiliates may accept deposits from, lend money to, act as
trustee under indentures of, accept investment banking engagements from
and generally engage in any kind of business with, either Loan Party,
any of its Subsidiaries and any Person who may do business with or own
securities of either Loan Party or any such Subsidiary, all as if
Citibank, NationsBank and Rabobank were not Co-Agents (and the
Administrative Agent, in the case of Citibank) and without any duty to
account therefor to the Lenders.

          SECTION 8.04.  Lender Credit Decision.  Each Lender
acknowledges that it has, independently and without reliance upon the
Administrative Agent, any Co-Agent or any other Lender and based on the
financial statements referred to in Section 4.01 and such other
documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement.  Each Lender
also acknowledges that it will, independently and without reliance upon
the Administrative Agent, any Co-Agent or any other Lender and based on
such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking
action under this Agreement.

          SECTION 8.05.  Indemnification.  Each Lender severally agrees
to indemnify the Administrative Agent and each Co-Agent (to the extent
not promptly reimbursed by the Borrower) from and against such Lender's
ratable share of any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever that may be imposed on, incurred by,
or asserted against the Administrative Agent or such Co-Agent in any
way relating to or arising out of the Loan Documents or any action
taken or omitted by the Administrative Agent or such Co-Agent under the
Loan Documents; provided, however, that no Lender shall be liable for
any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from the Administrative Agent's or such Co-Agent's gross
negligence or willful misconduct.  Without limitation of the foregoing,
each Lender agrees to reimburse the Administrative Agent and each
Co-Agent promptly upon demand for its ratable share of any costs and
expenses payable by the Borrower under Section 9.04, to the extent that
the Administrative Agent or such Co-Agent is not promptly reimbursed
for such costs and expenses by the Borrower.  For purposes of this
Section 8.05, the Lenders' respective ratable shares of any amount
shall be determined, at any time, according to the sum of (a) the
aggregate principal amount of the Advances outstanding at such time and
owing to the respective Lenders, (b) their respective Pro Rata Shares
of the aggregate Available Amount of all Letters of Credit outstanding
at such time and (c) their respective Unused Working Capital
Commitments at such time.  In the event that any Defaulted Advance
shall be owing by any Defaulting Lender at any time, such Lender's
Commitment with respect to the Facility under which such Defaulted
Advance was required to have been made shall be considered to be unused
for purposes of this Section 8.05 to the extent of the amount of such
Defaulted Advance.  The failure of any Lender to reimburse the
Administrative Agent or any Co-Agent promptly upon demand for its
ratable share of any amount required to be paid by the Lenders to the
Administrative Agent or such Co-Agent as provided herein shall not
relieve any other Lender of its obligation hereunder to reimburse the
Administrative Agent or such Co-Agent for its ratable share of such
amount, but no Lender shall be responsible for the failure of any other
Lender to reimburse the Administrative Agent or such Co-Agent for such
other Lender's ratable share of such amount.

          SECTION 8.06.  Successor Administrative Agents and Co-Agents.
The Administrative Agent and any Co-Agent, as the case may be, may
resign at any time by giving written notice thereof to the Lenders and
the Borrower and may be removed as Administrative Agent or Co-Agent, as
the case may be, at any time with or without cause by the Required
Lenders.  Upon any such resignation or removal, the Required Lenders
shall have the right to appoint a successor Administrative Agent or
Co-Agent, as the case may be.  If no successor Administrative Agent or
Co-Agent, as the case may be, shall have been so appointed by the
Required Lenders, and shall have accepted such appointment, within 30
days after the retiring Administrative Agent's or Co-Agent's giving of
notice of resignation or the Required Lenders' removal of the retiring
Administrative Agent or Co-Agent, then the retiring Administrative
Agent or Co-Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent or Co-Agent, which shall be a commercial bank
organized under the laws of the United States or of any State thereof
and having a combined capital and surplus of at least $250,000,000.
Upon the acceptance of any appointment as Administrative Agent or
Co-Agent, as the case may be, hereunder by a successor Administrative
Agent or Co-Agent, such successor Administrative Agent or Co-Agent
shall succeed to and become vested with all the rights, powers,
discretion, privileges and duties of the retiring Administrative Agent
or Co-Agent, as the case may be, and the retiring Administrative Agent
or Co-Agent shall be discharged from its duties and obligations under
the Loan Documents.  After any retiring Administrative Agent's or
Co-Agent's resignation or removal hereunder as Administrative Agent or
Co-Agent, the provisions of this Article VII shall inure to its benefit
as to any actions taken or omitted to be taken by it while it was
Administrative Agent or Co-Agent, as the case may be, under this
Agreement.

     ARTICLE IX

                         MISCELLANEOUS

          SECTION 9.01.  Amendments, Etc.  No amendment or waiver of
any provision of this Agreement or the Notes or the Subordination
Agreement, nor consent to any departure by the Borrower or the
Guarantor therefrom, shall in any event be effective unless the same
shall be in writing and signed by the Required Lenders, and then such
waiver or consent shall be effective only in the specific instance and
for the specific purpose for which given; provided, however, that no
amendment, waiver or consent shall, unless in writing and signed by all
the Lenders (other than any Lender which is, at such time, a Defaulting
Lender), do any of the following at any time:  (i) waive any of the
conditions specified in Section 3.01 or, in the case of the initial
Borrowing, Section 3.02, (ii) change the percentage of the Commitments
or of the aggregate unpaid principal amount of the Notes, or the number
of Lenders, that shall be required for the Lenders or any of them to
take any action hereunder, (iii) amend this Section 9.01, (iv) increase
the Commitments of the Lenders or subject the Lenders to any additional
obligations, (v) reduce the principal of, or interest on, the Notes or
any fees or other amounts payable hereunder, (vi) postpone any date
fixed for any payment of principal of, or interest on, the Notes or any
fees or other amounts payable hereunder or (vii) release the Guarantor
from its obligations under the Guaranty; provided further that no
amendment, waiver or consent shall, unless in writing and signed by the
Swing Line Bank or each Issuing Bank, as the case may be, in addition
to the Lenders required above to take such action, affect the rights or
obligations of the Swing Line Bank or the Issuing Banks, as the case
may be, under this Agreement; and provided further that no amendment,
waiver or consent shall, unless in writing and signed by the
Administrative Agent in addition to the Lenders required above to take
such action, affect the rights or duties of the Administrative Agent
under this Agreement or any Note; and provided further that no
amendment, waiver or consent shall, unless in writing and signed by the
Co-Agents in addition to the Lenders required above to take such
action, affect the rights or duties of the Co-Agents under this
Agreement or any Note.

          SECTION 9.02.  Notices, Etc.  All notices and other
communications provided for hereunder shall be in writing (including
telegraphic, telecopy, telex or cable communication) and mailed,
telegraphed, telecopied, telexed, cabled or delivered, if to the
Borrower or the Guarantor, at its address at 2100 Sanders Road,
Northbrook, Illinois 60062, Attention:  Treasurer; if to any Co-Agent
or any Bank, at its Domestic Lending Office specified opposite its name
on Schedule I hereto; if to any other Lender, at its Domestic Lending
Office specified in the Assignment and Acceptance pursuant to which it
became a Lender; and if to the Administrative Agent, at its address at
399 Park Avenue, New York, New York 10043, Attention:  Mary Corkran;
or, as to each party, at such other address as shall be designated by
such party in a written notice to the other parties.  All such notices
and communications shall, when mailed, telegraphed, telecopied, telexed
or cabled, be effective when deposited in the mails, delivered to the
telegraph company, transmitted by telecopier, confirmed by telex
answerback or delivered to the cable company, respectively, except that
notices and communications to the Administrative Agent or any Co-Agent
pursuant to Article II, III or VIII shall not be effective until
received by the Administrative Agent or such Co-Agent.

          SECTION 9.03.  No Waiver; Remedies.  No failure on the part
of any Lender or the Administrative Agent or any Co-Agent to exercise,
and no delay in exercising, any right hereunder or under any Note shall
operate as a waiver thereof; nor shall any single or partial exercise
of any such right preclude any other or further exercise thereof or the
exercise of any other right.  The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.

          SECTION 9.04.  Costs and Expenses.  (a)  The Borrower agrees
to pay on demand (i) all costs and expenses of the Administrative Agent
and the Co-Agents in connection with the preparation, execution,
delivery, administration, modification and amendment of the Loan
Documents (including, without limitation, (A) all due diligence,
syndication, transportation, computer, duplication, appraisal, audit,
insurance, consultant, search, filing and recording fees and expenses
(provided that so long as no Default shall have occurred and be
continuing, no such appraisal, audit, insurance or consultant fees and
expenses shall be incurred without the consent of the Borrower) and (B)
the reasonable fees and expenses of Shearman & Sterling, counsel for
the Administrative Agent and the Co-Agents, with respect thereto, with
respect to advising the Administrative Agent and the Co-Agents as to
their respective rights and responsibilities, or the perfection,
protection or preservation of rights or interests, under the Loan
Documents, with respect to negotiations with either Loan Party or with
other creditors of either Loan Party or any of its Subsidiaries arising
out of any Default or any events or circumstances that may give rise to
a Default and with respect to presenting claims in or otherwise
participating in or monitoring any bankruptcy, insolvency or other
similar proceeding involving creditors' rights generally and any
proceeding ancillary thereto) and (ii) all costs and expenses of the
Administrative Agent, the Co-Agents and the Lenders in connection with
the enforcement of the Loan Documents, whether in any action, suit or
litigation, any bankruptcy, insolvency or other similar proceeding
affecting creditors' rights generally or otherwise (including, without
limitation, the reasonable fees and expenses of counsel for the
Administrative Agent, each Co-Agent and each Lender with respect
thereto).

          (b)  The Borrower agrees to indemnify and hold harmless the
Administrative Agent, each Co-Agent and each Lender and each of their
Affiliates and their officers, directors, employees, agents and
advisors (each, an "Indemnified Party") from and against any and all
claims, damages, losses, liabilities and expenses (including, without
limitation, reasonable fees and expenses of counsel) that may be
incurred by or asserted or awarded against any Indemnified Party, in
each case arising out of or in connection with or by reason of, or in
connection with the preparation for a defense of, any investigation,
litigation or proceeding arising out of, related to or in connection
with (i) the transactions contemplated hereby or (ii) the actual or
alleged presence of Hazardous Materials on any property of either Loan
Party or any of its Subsidiaries or any Environmental Action relating
in any way to either Loan Party or any of its Subsidiaries, in each
case whether or not such investigation, litigation or proceeding is
brought by either Loan Party, its directors, shareholders or creditors
or an Indemnified Party or any Indemnified Party is otherwise a party
thereto and whether or not the transactions contemplated hereby are
consummated, except to the extent such claim, damage, loss, liability
or expense is found in a final, non-appealable judgment by a court of
competent jurisdiction to have resulted from such Indemnified Party's
gross negligence or willful misconduct.  The Borrower also agrees not
to assert any claim against the Administrative Agent, any Co-Agent, any
Lender, any of their affiliates, or any of their respective directors,
officers, employees, attorneys and agents, on any theory of liability,
for special, indirect, consequential or punitive damages arising out of
or otherwise relating to any of the transactions contemplated herein or
in any other Loan Document or the actual or proposed use of the
proceeds of the Advances.

          (c)  If any payment of principal of, or Conversion of, any
Eurodollar Rate Advance is made by the Borrower to or for the account
of a Lender other than on the last day of the Interest Period for such
Advance, as a result of a payment or Conversion pursuant to Section
2.08(b)(i) or 2.09(d), acceleration of the maturity of the Notes
pursuant to Section 6.01 or for any other reason, the Borrower shall,
upon demand by such Lender (with a copy of such demand to the
Administrative Agent), pay to the Administrative Agent for the account
of such Lender any amounts required to compensate such Lender for any
additional losses, costs or expenses that it may reasonably incur as a
result of such payment or Conversion, including, without limitation,
any loss (including loss of anticipated profits), cost or expense
incurred by reason of the liquidation or reemployment of deposits or
other funds acquired by any Lender to fund or maintain such Advance.

          (d)  If either Loan Party fails to pay when due any costs,
expenses or other amounts payable by it under any Loan Document,
including, without limitation, fees and expenses of counsel and
indemnities, such amount may be paid on behalf of such Loan Party by
the Administrative Agent, any Co-Agent or any Lender, in its sole
discretion.

          SECTION 9.05.  Right of Set-off.  Upon (a) the occurrence and
during the continuance of any Event of Default and (b) the making of
the request or the granting of the consent specified by Section 6.01 to
authorize the Administrative Agent to declare the Notes due and payable
pursuant to the provisions of Section 6.01, each Lender and each of its
Affiliates is hereby authorized at any time and from time to time, to
the fullest extent permitted by law, to set off and otherwise apply any
and all deposits (general or special, time or demand, provisional or
final) at any time held and other indebtedness at any time owing by
such Lender or such Affiliate to or for the credit or the account of
the Borrower or the Guarantor against any and all of the Obligations of
the Borrower or the Guarantor now or hereafter existing under this
Agreement and the Note or Notes held by such Lender, irrespective of
whether such Lender shall have made any demand under this Agreement or
such Note or Notes and although such Obligations may be unmatured.
Each Lender agrees promptly to notify the Borrower or the Guarantor, as
the case may be, after any such set-off and application; provided,
however, that the failure to give such notice shall not affect the
validity of such set-off and application.  The rights of each Lender
and its Affiliates under this Section are in addition to other rights
and remedies (including, without limitation, other rights of set-off)
that such Lender and its Affiliates may have.

          SECTION 9.06.  Binding Effect.  This Agreement shall become
effective (other than Sections 2.01 and 2.13, which shall only become
effective upon satisfaction of the conditions precedent set forth in
Section 3.01) when it shall have been executed by the Borrower, the
Guarantor, the Administrative Agent and the Co-Agents and when the
Administrative Agent shall have been notified by each Bank that such
Bank has executed it and thereafter shall be binding upon and inure to
the benefit of the Borrower, the Guarantor, the Administrative Agent,
each Co-Agent and each Lender and their respective successors and
assigns, except that neither the Borrower nor the Guarantor shall have
the right to assign its rights hereunder or any interest herein without
the prior written consent of the Lenders.

          SECTION 9.07.  Assignments and Participations.  (a)  Each
Lender may assign to one or more banks or other entities all or a
portion of its rights and obligations under this Agreement (including,
without limitation, all or a portion of its Commitment or Commitments,
the Advances owing to it and the Note or Notes held by it); provided,
however, that (i) each such assignment shall be of a uniform, and not a
varying, percentage of all rights and obligations under and in respect
of one or more Facilities, (ii) except in the case of an assignment to
a Person that, immediately prior to such assignment, was a Lender or an
assignment of all of a Lender's rights and obligations under this
Agreement, the amount of the Commitment of the assigning Lender being
assigned pursuant to each such assignment (determined as of the date of
the Assignment and Acceptance with respect to such assignment) shall in
no event be less than $10,000,000 and shall be an integral multiple of
$1,000,000, (iii) each such assignment shall be to an Eligible Assignee
and (iv) the parties to each such assignment shall execute and deliver
to the Administrative Agent, for its acceptance and recording in the
Register, an Assignment and Acceptance, together with any Note or Notes
subject to such assignment and a processing and recordation fee of
$3,000.  Upon such execution, delivery, acceptance and recording, from
and after the effective date specified in such Assignment and
Acceptance, (x) the assignee thereunder shall be a party hereto and, to
the extent that rights and obligations hereunder have been assigned to
it pursuant to such Assignment and Acceptance, have the rights and
obligations of a Lender hereunder and (y) the Lender assignor
thereunder shall, to the extent that rights and obligations hereunder
have been assigned by it pursuant to such Assignment and Acceptance,
relinquish its rights and be released from its obligations under this
Agreement (and, in the case of an Assignment and Acceptance covering
all or the remaining portion of an assigning Lender's rights and
obligations under this Agreement, such Lender shall cease to be a party
hereto).

          (b)  By executing and delivering an Assignment and
Acceptance, the Lender assignor thereunder and the assignee thereunder
confirm to and agree with each other and the other parties hereto as
follows:  (i) other than as provided in such Assignment and Acceptance,
such assigning Lender makes no representation or warranty and assumes
no responsibility with respect to any statements, warranties or
representations made in or in connection with the Loan Documents or the
execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Loan Documents or any other instrument or document
furnished pursuant thereto; (ii) such assigning Lender makes no
representation or warranty and assumes no responsibility with respect
to the financial condition of the Borrower or the Guarantor or the
performance or observance by the Borrower or the Guarantor of any of
its obligations under the Loan Documents or any other instrument or
document furnished pursuant thereto; (iii) such assignee confirms that
it has received a copy of this Agreement, together with copies of the
financial statements referred to in Section 4.01 and such other
documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into such Assignment and
Acceptance; (iv) such assignee will, independently and without reliance
upon the Administrative Agent, the Co-Agents, such assigning Lender or
any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under this Agreement; (v) such
assignee confirms that it is an Eligible Assignee or an Affiliate of
the assignor; (vi) such assignee appoints and authorizes the
Administrative Agent and the Co-Agents to take such action as agent on
its behalf and to exercise such powers and discretion under this
Agreement as are delegated to the Administrative Agent and the
Co-Agents by the terms hereof, together with such powers and discretion
as are reasonably incidental thereto; and (vii) such assignee agrees
that it will perform in accordance with their terms all of the
obligations that by the terms of this Agreement are required to be
performed by it as a Lender.

          (c)  The Administrative Agent shall maintain at its address
referred to in Section 9.02 a copy of each Assignment and Acceptance
delivered to and accepted by it and a register for the recordation of
the names and addresses of the Lenders and the Commitment under each
Facility of, and principal amount of the Advances owing under each
Facility to, each Lender from time to time (the "Register").  The
entries in the Register shall be conclusive and binding for all
purposes, absent manifest error, and the Borrower, the Guarantor, the
Administrative Agent, the Co-Agents and the Lenders may treat each
Person whose name is recorded in the Register as a Lender hereunder for
all purposes of this Agreement.  The Register shall be available for
inspection by the Borrower, the Guarantor, any Co-Agent or any Lender
at any reasonable time and from time to time upon reasonable prior
notice.

          (d)  Upon its receipt of an Assignment and Acceptance
executed by an assigning Lender and an assignee, together with any Note
or Notes subject to such assignment, the Administrative Agent shall, if
such Assignment and Acceptance has been completed and is in
substantially the form of Exhibit C hereto, (i) accept such Assignment
and Acceptance, (ii) record the information contained therein in the
Register and (iii) give prompt notice thereof to the Borrower.  Within
five Business Days after its receipt of such notice, the Borrower, at
its own expense, shall execute and deliver to the Administrative Agent
in exchange for the surrendered Note or Notes a new Note to the order
of such Eligible Assignee in an amount equal to the Working Capital
Commitment assumed by it pursuant to such Assignment and Acceptance
and, if the assigning Lender has retained a Working Capital Commitment
hereunder, a new Note to the order of the assigning Lender in an amount
equal to the Working Capital Commitment retained by it hereunder.  Such
new Note or Notes shall be in an aggregate principal amount equal to
the aggregate principal amount of such surrendered Note or Notes, shall
be dated the effective date of such Assignment and Acceptance and shall
otherwise be in substantially the form of Exhibit C hereto.

          (e)  Each Lender may sell participations in or to all or a
portion of its rights and obligations under this Agreement (including,
without limitation, all or a portion of its Commitments, the Advances
owing to it and the Note or Notes held by it); provided, however, that
(i) such Lender's obligations under this Agreement (including, without
limitation, its Commitments) shall remain unchanged, (ii) such Lender
shall remain solely responsible to the other parties hereto for the
performance of such obligations, (iii) such Lender shall remain the
holder of any such Note for all purposes of this Agreement, (iv) the
Borrower, the Guarantor, the Administrative Agent, the Co-Agents and
the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under
this Agreement and (v) no participant under any such participation
shall have any right to approve any amendment or waiver of any
provision of any Loan Document, or any consent to any departure by
either Loan Party therefrom, except to the extent that such amendment,
waiver or consent would reduce the principal of, or interest on, the
Notes or any fees or other amounts payable hereunder, in each case to
the extent subject to such participation, or postpone any date fixed
for any payment of principal of, or interest on, the Notes or any fees
or other amounts payable hereunder, in each case to the extent subject
to such participation.

          (f)  Any Lender may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this
Section 9.07, disclose to the assignee or participant or proposed
assignee or participant, any information relating to the Borrower or
the Guarantor furnished to such Lender by or on behalf of the Borrower
or the Guarantor; provided, however, that, prior to any such
disclosure, the assignee or participant or proposed assignee or
participant shall agree to preserve the confidentiality of any
Confidential Information received by it from such Lender.

          (g)  Notwithstanding any other provision set forth in this
Agreement, any Lender may at any time create a security interest in all
or any portion of its rights under this Agreement (including, without
limitation, the Advances owing to it and the Note or Notes held by it)
in favor of any Federal Reserve Bank in accordance with Regulation A of
the Board of Governors of the Federal Reserve System.

          SECTION 9.08.  Governing Law.  This Agreement and the Notes
shall be governed by, and construed in accordance with, the laws of the
State of New York.

          SECTION 9.09.  Execution in Counterparts.  This Agreement may
be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall
be deemed to be an original and all of which taken together shall
constitute one and the same agreement.  Delivery of an executed
counterpart of a signature page to this Agreement by telecopier shall
be effective as delivery of a manually executed counterpart of this
Agreement.

          SECTION 9.10.  No Liability of the Issuing Banks.  The
Borrower assumes all risks of the acts or omissions of any beneficiary
or transferee of any Letter of Credit with respect to its use of such
Letter of Credit.  Neither any Issuing Bank nor any of its officers or
directors shall be liable or responsible for:  (a) the use that may be
made of any Letter of Credit or any acts or omissions of any
beneficiary or transferee in connection therewith; (b) the validity,
sufficiency or genuineness of documents, or of any endorsement thereon,
even if such documents should prove to be in any or all respects
invalid, insufficient, fraudulent or forged; (c) payment by such
Issuing Bank against presentation of documents that do not comply with
the terms of a Letter of Credit, including failure of any documents to
bear any reference or adequate reference to the Letter of Credit; or
(d) any other circumstances whatsoever in making or failing to make
payment under any Letter of Credit, except that the Borrower shall have
a claim against such Issuing Bank, and such Issuing Bank shall be
liable to the Borrower, to the extent of any direct, but not
consequential, damages suffered by the Borrower that the Borrower
proves were caused by (i) such Issuing Bank's willful misconduct or
gross negligence in determining whether documents presented under any
Letter of Credit comply with the terms of the Letter of Credit or
(ii) such Issuing Bank's willful failure to make lawful payment under a
Letter of Credit after the presentation to it of a draft and
certificates strictly complying with the terms and conditions of the
Letter of Credit.  In furtherance and not in limitation of the
foregoing, such Issuing Bank may accept documents that appear on their
face to be in order, without responsibility for further investigation,
regardless of any notice or information to the contrary.

          SECTION 9.11.  Confidentiality.  None of the Administrative
Agent, any Co-Agent or any Lender shall disclose any Confidential
Information to any Person without the consent of the Borrower or the
Guarantor, other than (a) to the Administrative Agent's, such
Co-Agent's or such Lender's Affiliates and their officers, directors,
employees, agents and advisors and to actual or prospective Eligible
Assignees and participants, and then only on a confidential basis, (b)
as required by any law, rule or regulation or judicial process and (c)
as requested or required by any state, federal or foreign authority or
examiner regulating banks or banking.

          SECTION 9.12.  Effective Date Assignments; Etc.  (a)  As of
the Effective Date, prior to giving effect to any assignment under this
Agreement as of such date, each Existing Lender and Existing Issuing
Bank represents and warrants, as to the assignment effected by such
Existing Lender or Existing Issuing Bank by this Agreement that as of
the Effective Date (i) its Existing Commitment is in the dollar amount
specified as its Existing Commitment on Schedule 9.12 hereto and the
aggregate outstanding principal amount of Existing Advances owing to it
is in the dollar amount specified as the aggregate outstanding
principal amount of Existing Advances owing to such Existing Lender on
Schedule 9.12 hereto; and (ii) that such Existing Lender or Existing
Issuing Bank, as the case may be, is the legal and beneficial owner of
such interest being assigned by it hereunder and that such interest is
free and clear of any adverse claim created by such Existing Lender or
Existing Issuing Bank, as the case may be.

          (b)  Each Existing Lender, Existing Issuing Bank, Lender and
Issuing Bank confirms to, and agrees with, each of the other Lenders
and Issuing Banks as to the assignment effected by this Agreement by
such Existing Lender, Existing Issuing Bank, Lender or Issuing Bank, as
the case may be, as follows:  (i) each such Existing Lender or Existing
Issuing Bank, as the case may be, makes no representation or warranty
and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with the
Existing Credit Agreement or this Agreement or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the
Existing Credit Agreement or this Agreement or any other instrument or
document furnished pursuant thereto or hereto; (ii) each such Existing
Lender or Existing Issuing Bank, as the case may be, makes no
representation or warranty and assumes no responsibility with respect
to the financial condition of either Loan Party or any of its
Subsidiaries or the performance of observance by either Loan Party or
any of its Subsidiaries of any of its obligations under the Existing
Credit Agreement or this Agreement or any other instrument or document
furnished pursuant thereto or hereto; (iii) each Lender or Issuing
Bank, as the case may be, confirms that it has received such documents
and information as it has deemed appropriate to make its own credit
analysis and decision to execute and deliver this Agreement and agrees
that it shall have no recourse against the Administrative Agent, any Co-
Agent, any Existing Lender, any Existing Issuing Bank or any other
Lender or any other Issuing Bank with respect to any matters relating
to the Existing Credit Agreement or this Agreement; and (iv) each
Lender or Issuing Bank, as the case may be, will, independently and
without reliance upon the Administrative Agent, any Co-Agent, any
Existing Lender, any Existing Issuing Bank or any other Lender or any
other Issuing Bank and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under this Agreement, the Note
or Notes held by it and the other documents executed in connection
herewith.

          (c)  As of the Effective Date, (i) each Lender and each
Issuing Bank shall be a party to this Agreement and, to the extent
provided herein, have the rights and obligations of a Lender hereunder
and (ii) each Existing Lender and each Existing Issuing Bank shall, to
the extent provided herein, relinquish its rights and be released from
its obligations under this Agreement as to any assignment effected
herein.

          (d)  From and after the Effective Date, the Administrative
Agent shall make all payments under this Agreement in respect of the
interest assigned hereby (including, without limitation, all payments
of principal, interest and commitment fees with respect thereto) to the
Lenders and Issuing Banks hereunder.

          (e)  On or before the Effective Date, the Borrower shall have
paid all accrued interest, fees and other amounts payable and owing to
the Existing Lenders, the Existing Issuing Banks, the Co-Agents and the
Administrative Agent as of the Effective Date in connection with the
Existing Credit Agreement.  Without prejudice to the survival of any
other agreement of the Borrower or the Guarantor under the Existing
Credit Agreement, all amounts that would be payable under
Sections 2.09, 2.11 and 9.04 of the Existing Credit Agreement shall be
payable under this Agreement to the extent that such amounts have not
been paid as of the Effective Date.

          (f)  As of the Effective Date, (i) the Existing Credit
Agreement is amended and restated in full as set forth in this
Agreement, (ii) the Existing Commitments are terminated, (iii) the
Notes (as defined in the Existing Credit Agreement) are cancelled and
replaced by the Notes and (iv) all obligations which, by the terms of
the Existing Credit Agreement, are evidenced by the Notes (as defined
in the Existing Credit Agreement) are evidenced by the Notes.

          SECTION 9.13.  Waiver of Jury Trial.  Each of the Borrower,
the Guarantor, the Administrative Agent, the Co-Agents and the Lenders
hereby irrevocably waives all right to trial by jury in any action,
proceeding or counterclaim (whether based on contract, tort or
otherwise) arising out of or relating to any of the Loan Documents, the
transactions contemplated thereby, the Advances or the actions of the
Administrative Agent, any Co-Agent or any Lender in the negotiation,
administration, performance or enforcement thereof.

          IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly
authorized, as of the date first above written.

                                 IMC GLOBAL OPERATIONS INC., as
                                   Borrower


                                 By:                   Peter Hong
                                    Title: Vice President & Treasurer

                                 IMC GLOBAL INC.,
                                   as Guarantor


                                 By:                   Peter Hong
                                    Title: Vice President & Treasurer

                                 CITIBANK, N.A., as
                                   Administrative Agent,
                                   Co-Agent and Swing Line Bank


                                 By:          Michael Mandracchia
                                    Title: Attorney-In-Fact

                                 COOPERATIEVE CENTRALE
                                 RAIFFEISEN-BOERENLEENBANK
                                 B.A., as Co-Agent


                                 By:          Stephen W. Phillips
                                    Title: Vice President

                                 By:                    Ian Reece
                                    Title: Vice President & Manager

                                 NATIONSBANK OF
                                 NORTH CAROLINA, N.A.
                                   as Co-Agent


                                 By:            Stephen K. Foutch
                                    Title: Vice President


                             Banks


                                 CITIBANK, N.A.


                                 By:          Michael Mandracchia
                                    Title: Attorney-In-Fact

                                 COOPERATIEVE CENTRALE
                                 RAIFFEISEN-BOERENLEENBANK
                                 B.A.


                                 By:          Stephen W. Phillips
                                    Title: Vice President

                                 NATIONSBANK OF
                                 NORTH CAROLINA, N.A.


                                 By:            Stephen K. Foutch
                                    Title: Vice President

                                 ARAB BANKING CORPORATION


                                 By:            Grant E. McDonald
                                    Title: Vice President

                                 MORGAN GUARANTY TRUST COMPANY
                                    OF NEW YORK


                                 By:               Charles H. King
                                    Title: Vice President

                                 THE FUJI BANK, LIMITED


                                 By:                 Shigeo Akutsu
                                    Title: Joint General Manager

                                 THE NORTHERN TRUST COMPANY


                                 By:            Michelle M. Teteak
                                    Title: Vice President

EX-11.1

                                                          Exhibit 11.1

                       EARNINGS (LOSS) PER SHARE
                       FULLY DILUTED COMPUTATION
           FOR THE YEARS ENDED JUNE 30, 1995, 1994 and 1993
           (IN MILLIONS EXCEPT SHARE AND PER SHARE AMOUNTS)
                                   
                                                           At June 30,
                                 -------------------------------------
                                     1995          1994        1993
                                     ----          ----        ----
Basis for computation of fully
   diluted earnings per share:

  Earnings (loss) before extra-
   ordinary item and cumulative
   effect of accounting changes,
   as reported                   $    127.1    $     (3.6)  $   (120.0)
  Add interest charges on
   convertible debt                     7.2           7.2          7.2
  Less provision for taxes             (2.8)         (2.8)        (2.7)
                                  ----------   ----------   ----------

  Earnings (loss) before extra-
   ordinary item and cumulative
   effect of accounting changes,
   as adjusted                        131.5            .8       (115.5)
  Extraordinary loss - debt
   retirement                          (6.5)        (25.2)
  Cumulative effect of
   accounting changes                  (5.9)                     (47.1)
                                  ----------   ----------   ----------

  Net earnings (loss) applicable
   to common stock               $    119.1    $    (24.4)  $   (162.6)
                                  ==========   ==========   ==========
Number of shares:

  Weighted average shares
   outstanding                    29,703,259   25,256,999   22,082,053
  Conversion of convertible
   subordinated notes into
   common stock                    1,811,024    1,811,024    1,811,024
                                  ----------    ---------- -----------

  Total common and common
   equivalent shares assuming
   full dilution                  31,514,283   27,068,023   23,893,077
                                  ==========    ========== ===========

Fully diluted earnings (loss)
 per share:

  Earnings (loss) before extra-
   ordinary item and cumulative
   effect of accounting changes   $     4.17   $      .03  $     (4.84)
  Extraordinary loss - debt
   retirement                           (.20)        (.93)
  Cumulative effect of
   accounting changes                   (.19)                    (1.97)
                                  ----------   ----------  -----------

  Net earnings (loss)             $     3.78   $     (.90) $     (6.81)
                                  ==========   ==========   ==========

This calculation is submitted in accordance with Regulation S-K item
601(b)(11).  However, under APB Opinion No. 15, calculation of fully
diluted earnings (loss) per share would exclude the conversion of
convertible securities which would have an antidilutive effect on
earnings (loss) per share for each period.

EX-21.1

                                                           EXHIBIT 21.1
                                                                       
                    SUBSIDIARIES OF THE REGISTRANT


     Certain of IMC Global Inc.'s subsidiaries are listed below.  These
subsidiaries are all included in the Company's consolidated financial
statements, and collectively, together with IMC Global Inc., account
for more than 90 percent of consolidated net sales, earnings (loss)
before income taxes, extraordinary items and cumulative effect of a
change in accounting principal, and total assets.


                                        Jurisdiction of      Percent
                                         Incorporation      Ownership
                                        ---------------     ----------

  IMC Global Operations Inc.              Delaware            100%
  IMC-Agrico Company                      Delaware             53.5%
  International Minerals & Chemical
    Canada Global Limited                 Canada              100%

     A number of subsidiaries are not shown, but even as a whole they
do not constitute a significant subsidiary.

EX-23.1

                                                          EXHIBIT 23.1

                    CONSENT OF INDEPENDENT AUDITORS
                                   
    We consent to the incorporation by reference in the following
registration statements and related prospectuses filed by IMC Global
Inc. under the Securities Act of 1933 of our report dated July 26,
1995, with respect to the consolidated financial statements of IMC
Global Inc. included in this Annual Report (Form 10-K) for the year
ended June 30, 1995.

                          Commission File No.
                                   
                         --------------------
                                   
                        Form S-8, No. 33-22079
                        Form S-8, No. 33-22080
                        Form S-8, No. 33-38423
                        Form S-8, No. 33-42074
                        Form S-8, No. 33-56911




ERNST & YOUNG LLP
Ernst & Young LLP


Chicago, Illinois
September 21, 1995

Docket No. 110167

EX-27

 


<ARTICLE>                                            5
<MULTIPLIER>                                         1000
<PERIOD-TYPE>                                        YEAR
<FISCAL-YEAR-END>                                    JUN-30-1995
<PERIOD-END>                                         JUN-30-1995
<CASH>                                               (4,100)
<SECURITIES>                                         200,200
<RECEIVABLES>                                        83,300
<ALLOWANCES>                                         2,700
<INVENTORY>                                          254,400
<CURRENT-ASSETS>                                     504,400
<PP&E>                                               3,455,200
<DEPRECIATION>                                       1,587,000
<TOTAL-ASSETS>                                       2,693,200
<CURRENT-LIABILITIES>                                252,000
<BONDS>                                              515,500
<COMMON>                                             32,300
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<OTHER-SE>                                           640,600
<TOTAL-LIABILITY-AND-EQUITY>                         2,693,200
<SALES>                                              1,924,000
<TOTAL-REVENUES>                                     1,934,200
<CGS>                                                1,475,500
<TOTAL-COSTS>                                        1,552,400
<OTHER-EXPENSES>                                     122,200
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   52,200
<INCOME-PRETAX>                                      207,400
<INCOME-TAX>                                         80,300
<INCOME-CONTINUING>                                  127,100
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      (6,500)
<CHANGES>                                            (5,900)
<NET-INCOME>                                         114,700
<EPS-PRIMARY>                                            3.88
<EPS-DILUTED>                                            3.78