S-4/A

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As filed with the Securities and Exchange Commission on November 9, 2001.

Registration No. 333-71510

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 1 to

FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

IMC GLOBAL INC.*
(Exact name of registrant as specified in its charter)

Delaware	2874	36-3492467
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Number)	(I.R.S. Employer Identification No.)

100 South Saunders Road
Suite 300
Lake Forest, Illinois 60045
Telephone: (847) 739-1200
(Address, including zip code, and telephone number, including area code, of registrants' principal executive offices)

Mr. J. Reid Porter
Mary Ann Hynes, Esq.
100 South Saunders Road
Suite 300
Lake Forest, Illinois 60045
Telephone: (847) 739-1200
(Name, address, including zip code, and telephone
number, including area code, of agent for service) Copies to:
Michael G. Timmers, Esq.
Kirkland & Ellis
200 E. Randolph Drive
Chicago, Illinois 60601
Telephone: (312) 861-2000

*

The companies listed on the next page are also included in this Form S-4 Registration Statement as additional Registrants.

   Approximate date of commencement of proposed sale of the securities to the public: The exchange will commence as soon as practicable after the effective date of this Registration Statement.

   If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. / /

   If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /

   If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit(2)	Amount of Registration Fee(1)
10.875% Senior Notes due 2008	$400,000,000	100%	$100,000(1)
11.250% Senior Notes due 2011	$300,000,000	100%	$75,000(1)
Guarantees on Senior Notes(2)	—	—	(3)

(1)

Calculated in accordance with Rule 457 under the Securities Act of 1933, as amended. Upon our initial filing of the S-4 we paid $150,000 in registration fees. The additional issuance of $100,000,000 of 11.250% Senior Notes due 2011 resulted in an additional $25,000 in registration fees paid in connection with this Amendment.

(2)

The Notes are guaranteed by substantially all of the Company's direct or indirect domestic subsidiaries, as well as IMC Canada Ltd., a Canadian corporation, IMC Potash Colonsay, N.V., a Netherlands Antilles corporation, IMC Global Potash Holdings, N.V., a Netherland Antilles corporation, and IMC Global Netherlands B.V., a Netherlands corporation.

(3)

Pursuant to Rule 457(n), no separate fee is payable with respect to the guarantees being registered hereby.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Exact Name of Additional Registrants*	Jurisdiction of Formation	I.R.S. Employer Identification No.
Carey Salt Company	Delaware	13-3563048
FMRP Inc.	Delaware	72-1122135
GSL Corporation	Delaware	48-1106349
Harris Chemical North America, Inc.	Delaware	48-1135402
IMC Canada Ltd.	Canada	36-4117430
IMC Chemicals Inc.	Delaware	13-3579263
IMC Global Netherlands B.V.	Netherlands	98-0356532
IMC Global Operations Inc.	Delaware	36-3513204
IMC Global Potash Holdings N.V.	Netherland Antilles	36-4045881
IMC Inorganic Chemicals Inc.	Delaware	48-1135403
IMC Kalium Ogden Corp.	Delaware	87-0274174
IMC Phosphates Company	Delaware	36-3892806
IMC Potash Carlsbad Inc.	Delaware	36-4091023
IMC Potash Colonsay N.V.	Netherland Antilles	36-4082930
IMC Salt Inc.	Delaware	48-1047632
IMC USA Inc.	Delaware	36-3545577
KCL Holdings, Inc.	Delaware	36-3545575
NAMSCO Inc.	Delaware	48-1065647
NATI LLC	Delaware	13-3579263
Phosphate Resource Partners Limited Partnership	Delaware	72-1067072
The Vigoro Corporation	Delaware	36-3414338

*

The address for each of the additional Registrants is c/o IMC Global Inc., 100 South Saunders Road, Suite 300 Lake Forest, Illinois, 60045, telephone (847) 739-1200. The primary standard industrial classification number for each of the additional Registrants is 2874.

SUBJECT TO COMPLETION, DATED NOVEMBER 9, 2001

This information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the SEC is effective. This prospectus is not an offer to sell nor is it an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PROSPECTUS

IMC GLOBAL INC.

Exchange Offer for
$400,000,000 10.875% Senior Notes due 2008
$300,000,000 11.250% Senior Notes due 2011

We are offering to exchange:

up to $400,000,000 of our new 10.875% Senior Notes due 2008
for
a like amount of our outstanding 10.875% Senior Notes due 2008
and
up to $300,000,000 of our new 11.250% Senior Notes due 2011
for
a like amount of our outstanding 11.250% Senior Notes due 2011.

Material Terms of Exchange Offer

•

The terms of the Notes to be issued in the exchange offer are substantially identical to the Outstanding Notes, except that the transfer restrictions and registration rights relating to the Outstanding Notes will not apply to the Exchange Notes.



•

There is no existing public market for the Outstanding Notes or the Exchange Notes. We do not intend to list the Exchange Notes on any securities exchange or seek approval for quotation through any automated trading system.



•

Expires 5:00 p.m., New York City time, December 14, 2001, unless extended.



•

The exchange of Notes will not be a taxable event for U.S. federal income tax purposes.



•

Not subject to any condition other than that the exchange offer not violate applicable law or any applicable interpretation of the Staff of the SEC.



•

We will not receive any proceeds from the exchange offer.

For a discussion of certain factors that you should consider before participating in this exchange offer, see "Risk Factors" beginning on page 10 of this prospectus.

Neither the SEC nor any state securities commission has approved the notes to be distributed in the exchange offer, nor have any of these organizations determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

November 13, 2001

Each broker-dealer that receives New Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Outstanding Notes where such Outstanding Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration date of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."

You should rely only on the information contained, or incorporated by reference, in this prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus.

TABLE OF CONTENTS

	Page
PROSPECTUS SUMMARY	3
RISK FACTORS	10
DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS	18
RECENT DEVELOPMENTS	19
USE OF PROCEEDS	20
THE EXCHANGE OFFER	21
SELECTED HISTORICAL FINANCIAL DATA OF IMC GLOBAL AND PHOSPHATE RESOURCES LIMITED PARTNERSHIP.	29
INFORMATION REGARDING IMC PHOSPHATES COMPANY	30
DESCRIPTION OF NOTES	47
UNITED STATES FEDERAL INCOME TAX CONSEQUENCES	94
PLAN OF DISTRIBUTION	97
VALIDITY OF THE NEW SECURITIES	98
EXPERTS	99
WHERE YOU CAN FIND MORE INFORMATION	99
DOCUMENTS INCORPORATED BY REFERENCE	99

ADDITIONAL INFORMATION

    In this prospectus, unless the context requires otherwise, "IMC Global," the "company," "we," "us" and "our" each refers to IMC Global Inc. and its subsidiaries.

    Our current operational structure consists of two continuing business units corresponding to our major product lines: IMC PhosFeed (PhosFeed), which represents the IMC Phosphates (Phosphates) and IMC Feed Ingredients (Feed Ingredients) businesses, and IMC Potash (Potash). We operate two business units, IMC Salt (Salt) and IMC Chemicals (Chemicals), that we plan to divest. We recently sold a portion of Chemicals. Additionally, we plan to sell our solar evaporation facility located in Ogden, Utah (Ogden) as part of the sale of Salt. Salt, Ogden and Chemicals have been classified in our financial statements as discontinued operations. Except as otherwise required by the context, the financial and other data contained in this prospectus assume that such business operations have been divested and all financial and other data contained herein relate only to continuing operations.

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PROSPECTUS SUMMARY

The following summary is qualified in its entirety by reference to the more detailed information and consolidated information appearing elsewhere in or incorporated by reference into this prospectus.

The Company

    IMC Global is one of the world's leading producers and distributors of crop nutrients to the domestic and international agricultural communities, and one of the foremost manufacturers and distributors of animal feed ingredients worldwide. We believe that we are one of the world's lowest cost and most efficient producers of concentrated phosphates, potash and animal feed ingredients. We intend to maintain and enhance our leading positions through continuous process improvements, an ongoing focus on customer service, a leveraging of our efficient distribution and transportation networks, as well as growth of our core businesses globally.

    Our operational structure consists of two continuing business units corresponding to our major product lines: PhosFeed and Potash.

•

PhosFeed. Our PhosFeed business is comprised of our Phosphates and Feed Ingredients businesses. Our Phosphates business is the largest miner of phosphate rock in North America as well as the leading worldwide producer, marketer and distributor of concentrated phosphates. Our Feed Ingredients business is one of the three largest feed phosphate and feed potash producers in the industry.



•

Potash. Our Potash business is the leading potash producer in the world and one of only three major producers in the Americas.

    For the year ended December 31, 2000, we had net sales of $2,095.9 million and EBITDA (including corporate expenses) of $398.4 million. For the six months ended June 30, 2001, we had net sales of $1,027.0 million and EBITDA (including corporate expenses) of $166.3 million. For the year ended December 31, 2000, before intercompany eliminations, PhosFeed had net sales of $1,320.5 million and EBITDA of $143.0 million, and Potash had net sales of $871.0 million and EBITDA of $296.0 million. For the six months ended June 30, 2001, before intercompany eliminations, PhosFeed had net sales of $612.5 million and EBITDA of $33.9 million, and Potash had net sales of $463.6 million and EBITDA of $149.4 million. In 2000, we derived 62% of our net sales from North America and 38% from the rest of the world.

Purpose of the Exchange Offer

    On May 17, 2001, we sold through a private placement exempt from the registration requirements of the Securities Act of 1933 (the "Securities Act"), $400,000,000 of our 10.875% Senior Notes Due 2008 ("Seven-Year Notes") and $200,000,000 of our 11.250% Senior Notes Due 2011 ("May Ten-Year Notes"). On November 2, 2001, we sold an additional $100,000,000 of our 11.250% Senior Notes Due 2011 ("Additional Ten-Year Notes," and together with the May Ten-Year Notes, the "Ten-Year Notes") in another private placement exempt from the registration requirements of the Securities Act. We refer to the Seven-Year Notes and the Ten-Year Notes as "Outstanding Notes" in this prospectus. We used the net proceeds from the sale of the Notes, as well as initial borrowings under our credit facilities, entered into concurrently with the closing of the offering of the Notes (the "credit facilities"), to repay all outstanding indebtedness under our existing senior secured credit facilities and refinance outstanding letters of credit, to repay our 6.625% senior notes due October 15, 2001, to pay related fees and expenses and the remainder for general corporate purposes. We used $49.0 million of the proceeds from the November 2, 2001 offering to repay indebtedness under our revolving credit facility, which currently bears an annual interest rate of 5.31%. In accordance with terms of our credit facility, $48.0 million of the proceeds of this offering was used to fund an escrow for the refinancing of our

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obligations with respect to Polk County industrial revenue bonds bearing interest at an annual rate of 7.525%, which bonds are owned by us. Because we own that $48.0 million of Polk County bonds, those monies will become available for our use. We will use those monies to further repay indebtedness under our revolving credit facility. We will fund an escrow for the redemption of the remaining $27.0 million aggregate principal amount of outstanding Polk County bonds. That will allow us to use $27.0 million currently held in escrow for such purpose for the repayment of indebtedness under our revolving credit facility. We borrow under our revolving credit facility from time to time for general corporate purposes.

    Simultaneously with both of the private placements, we entered into exchange and registration rights agreements for both the Seven-Year Notes and the Ten-Year Notes, collectively referred to as the "Registration Rights Agreement." Under the Registration Rights Agreement, we are required to use our reasonable best efforts to cause a registration statement for substantially identical notes, which will be issued in exchange for the Notes, to become effective on or before December 13, 2001 (May 31, 2002, in the case of the Additional Ten-Year Notes). We refer to the notes to be registered under this exchange offer registration statement as "New Notes" in this prospectus. You may exchange your Outstanding Notes for New Notes in this exchange offer. You should read the discussion under the headings "—Summary of the Exchange Offer," and "The Exchange Offer" and "Description of Notes" for further information regarding the New Notes.

    We did not register the Outstanding Notes under the Securities Act or any state securities laws, nor do we intend to after the exchange offer. As a result, the Outstanding Notes may only be transferred in limited circumstances under the securities laws. If the holders of the Outstanding Notes do not exchange their Notes in the exchange offer, they lose their right to have the Outstanding Notes registered under the Securities Act, subject to certain limitations. Anyone who still holds Outstanding Notes after the exchange offer may be unable to resell their Outstanding Notes.

    However, we believe that holders of the New Notes may resell the New Notes without complying with the registration and prospectus delivery provisions of the Securities Act, if they meet certain conditions. You should read the discussion under the headings "—Summary of the Exchange Offer" and "The Exchange Offer" for further information regarding the exchange offer and resales of the New Notes.

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Summary of the Exchange Offer

The Initial Offering of Outstanding Notes	We sold the Seven-Year Notes and the May Ten-Year Notes on May 17, 2001 to Goldman, Sachs & Co., J.P. Morgan, BNP Paribas Securities, RBC Dominion Securities Corporation and BNY Capital Markets,  Inc. We sold the Additional Ten-Year Notes on November 2, 2001 to Goldman, Sachs & Co., and J.P. Morgan. We collectively refer to those parties in this prospectus as the "initial purchasers." The initial purchasers subsequently resold the Outstanding Notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.
Registration Rights Agreement	Simultaneously with each initial sale of the Outstanding Notes, we entered into a Registration Rights Agreement for the exchange offer. In the Registration Rights Agreement, we agreed, among other things, to use our reasonable best efforts to file a registration statement with the SEC and to have this exchange offer become effective within 210 days of issuing such Outstanding Notes. The exchange offer is intended to satisfy your rights under the applicable Registration Rights Agreement. After the exchange offer is complete, you will no longer be entitled to any exchange or registration rights with respect to your Outstanding Notes.
The Exchange Offer	We are offering to exchange the Exchange Notes, which have been registered under the Securities Act, for your Outstanding Notes, which were issued on May 17, 2001 and November 2, 2001. In order to be exchanged, an Outstanding Note must be properly tendered and accepted. All Outstanding Notes that are validly tendered and not validly withdrawn will be exchanged. We will issue Exchange Notes promptly after the expiration of the exchange offer.
Resales	We believe that the Exchange Notes issued in the exchange offer may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act provided that:
	•	the Exchange Notes are being acquired in the ordinary course of your business;
	•	you are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the Exchange Notes issued to you in the exchange offer; and
	•	you are not an affiliate of ours.
	If any of these conditions are not satisfied and you transfer any Exchange Notes issued to you in the exchange offer without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from registration of your Exchange Notes from these requirements, you may incur liability under the Securities Act. We will not assume, nor will we indemnify you against, any such liability.

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	Each broker-dealer that is issued Exchange Notes in the exchange offer for its own account in exchange for Outstanding Notes that were acquired by that broker-dealer as a result of market-making or other trading activities, must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the Exchange Notes. A broker-dealer may use this prospectus for an offer to resell, resale or other retransfer of the Exchange Notes issued to it in the exchange offer.
Record Date	We mailed this prospectus and the related exchange offer documents to registered holders of Outstanding Notes on November 14, 2001.
Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time, December 14, 2001, unless we decide to extend the expiration date.
Conditions to the Exchange Offer	The exchange offer is not subject to any condition other than that the exchange offer not violate applicable law or any applicable interpretation of the staff of the SEC.
Procedures for Tendering Outstanding Notes	We issued the Outstanding Notes as global securities. When the Outstanding Notes were issued, we deposited the global notes representing the Outstanding Notes with The Bank of New York, as book-entry depositary. The Bank of New York issued a certificateless depositary interest in each global note we deposited with it, which represents a 100% interest in the Notes, to The Depositary Trust Company, known as DTC. Beneficial interests in the Outstanding Notes, which are held by direct or indirect participants in DTC through the certificateless depositary interest, are shown on records maintained in book-entry form by DTC.
	You may tender your Outstanding Notes through book-entry transfer in accordance with DTC's Automated Tender Offer Program, known as ATOP. To tender your Outstanding Notes by a means other than book-entry transfer, a letter of transmittal must be completed and signed according to the instructions contained in the letter. The letter of transmittal and any other documents required by the letter of transmittal must be delivered to the exchange agent by mail, facsimile, hand delivery or overnight carrier. In addition, you must deliver the Outstanding Notes to the exchange agent or comply with the procedures for guaranteed delivery. See "The Exchange Offer—Procedures for Tendering Outstanding Notes" for more information.
	Do not send letters of transmittal and certificates representing Outstanding Notes to us. Send these documents only to the exchange agent. See "The Exchange Offer—Exchange Agent" for more information.

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Special Procedures for Beneficial Owners	If you are the beneficial owner of book-entry interests and your name does not appear on a security position listing of DTC as the holder of the book-entry interests or if you are a beneficial owner of Outstanding Notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender the book-entry interest or Outstanding Notes in the exchange offer, you should contact the person in whose name your book-entry interests or Outstanding Notes are registered promptly and instruct that person to tender on your behalf.
Withdrawal Rights	You may withdraw the tender of your Outstanding Notes at any time prior to 5:00 p.m., New York City time on December 14, 2001.
Federal Income Tax Considerations	The exchange of Outstanding Notes will not be a taxable event for United States federal income tax purposes.
Use of Proceeds	We will not receive any proceeds from the issuance of Exchange Notes pursuant to the exchange offer. We will pay all of our expenses incident to the exchange offer.
Exchange Agent	The Bank of New York is serving as the exchange agent in connection with the exchange offer.

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Summary of Terms of the Exchange Notes

    The form and terms of the Exchange Notes are the same as the form and terms of the Outstanding Notes, except that the Exchange Notes will be registered under the Securities Act. As a result, the Exchange Notes will not bear legends restricting their transfer and will not contain the registration rights and liquidated damage provisions contained in the Outstanding Notes. The Exchange Notes represent the same debt as the Outstanding Notes. Both the Outstanding Notes and the Exchange Notes are governed by the same indentures. We use the term "Notes" in this prospectus to collectively refer to the Outstanding Notes and the Exchange Notes.

Issuer	IMC Global Inc., a Delaware corporation
Securities	$400.0 million in principal amount of 10.875% Senior Notes due 2008
	$300.0 million in principal amount of 11.250% Senior Notes due 2011
Maturity	June 1, 2008
	June 1, 2011
Interest	Annual rate: 10.875%. Payment frequency: every six months on June 1 and December 1. First payment: December 1, 2001.
	Annual rate: 11.250%. Payment frequency: every six months on June 1 and December 1. First payment: December 1, 2001.
Ranking	The Exchange Notes will be:
	•	Issuer's general unsecured obligations;
	•	equal in right of payment to all of the issuer's existing and future unsecured indebtedness and other obligations that are not, by their terms, expressly subordinated in right of payment to the Notes;
	•	senior in right of payment to any of the issuer's future indebtedness or other obligations that are, by their terms, expressly subordinated in right of payment to the Notes; and
	•	effectively junior in right of payment to all of the issuer's secured indebtedness and other obligations to the extent of the value of the assets securing such indebtedness and other obligations.
Guarantees	The Exchange Notes will be unconditionally guaranteed by most of the issuer's domestic subsidiaries, other than subsidiaries treated as unrestricted subsidiaries, as well as one Canadian subsidiary and three other foreign subsidiaries. If the issuer cannot make payments on the Exchange Notes when they are due, the guarantor subsidiaries must make them instead. The guarantees of the Notes by IMC Phosphates Company and Phosphate Resource Partners Limited Partnership and their subsidiaries will be limited as described under "Description of Notes—Subsidiary Guarantees."
Optional Redemption	The Seven-Year Notes may not be redeemed at the issuer's option prior to their maturity.

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	On or after June 1, 2006, the issuer may redeem some or all of the Ten-Year Notes at any time at the redemption prices described in the section "Description of Notes—Optional Redemption."
Mandatory Offer to Repurchase	Prior to the Fall-Away Event (as defined below), if we experience specific kinds of changes in control, we must offer to repurchase the Notes as described in the section "Description of Notes—Repurchase at the Option of Holders upon Change of Control."
Basic Covenants of Indenture	Before the time that the Notes receive an investment grade rating from both Standard & Poor's Ratings Group and Moody's Investor's Services Inc. and certain other conditions are satisfied (the "Fall-Away Event"), covenants contained in the indentures governing the Notes will, among other things, limit our ability and the ability of our restricted subsidiaries to:
	•	borrow money;
	•	pay dividends on or redeem or repurchase stock;
	•	make investments;
	•	sell assets;
	•	create restrictions on the payment of dividends or other amounts to us from our restricted subsidiaries;
	•	enter into transactions with our affiliates; and
	•	expand into unrelated businesses.
	After the Fall-Away Event, the above limitations will not apply.
	So long as any Notes are outstanding, covenants contained in the indentures will, among other things, limit our ability and the ability of our restricted subsidiaries to:
	•	create liens;
	•	enter into sale and leaseback transactions; and
	•	consolidate, merge or sell all or substantially all of our assets.
	In addition, so long as any Notes are outstanding, indentures will, among other things:
	•	require us to provide reports to holders of Notes; and
	•	limit the ability of our restricted subsidiaries to guarantee other debt.
	These covenants are subject to a number of important exceptions, limitations and qualifications, which are described under "Description of Notes."

You should refer to the section entitled "Risk Factors" for an explanation of certain risks of participating in the exchange offer.

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RISK FACTORS

You should carefully consider the following factors and the other information contained in, or incorporated by reference into, this prospectus.

Risks Associated with the Exchange Offer

Because there is no public market for the Notes, you may not be able to resell your Notes.

    The Exchange Notes will be registered under the Securities Act, but will constitute a new issue of securities with no established trading market, and there can be no assurance as to:

•

the liquidity of any trading market that may develop;



•

the ability of holders to sell their Exchange Notes; or



•

the price at which the holders would be able to sell their Exchange Notes.

If a trading market were to develop, the Exchange Notes might trade at higher or lower prices than their principal amount or purchase price, depending on many factors, including prevailing interest rates, the market for similar debentures and our financial performance.

    We understand that the initial purchasers presently intend to make a market in the Notes. However, they are not obligated to do so, and any market-making activity with respect to the Notes may be discontinued at any time without notice. In addition, any market-making activity will be subject to the limits imposed by the Securities Act and the Securities Exchange Act of 1934 (the "Exchange Act"), and may be limited during the exchange offer or the pendency of an applicable shelf registration statement. There can be no assurance that an active trading market will exist for the Notes or that any trading market that does develop will be liquid.

    In addition, any Outstanding Note holder who tenders in the exchange offer for the purpose of participating in a distribution of the Exchange Notes may be deemed to have received restricted securities, and if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. For a description of these requirements, see "Exchange Offer; Registration Rights."

Your Outstanding Notes will not be accepted for exchange if you fail to follow the exchange offer procedures.

    We will issue New Notes pursuant to this exchange offer only after a timely receipt of your Outstanding Notes, a properly completed and duly executed letter of transmittal and all other required documents. Delivery of Outstanding Notes may also be made by book-entry transfer in accordance with ATOP. Therefore, if you want to tender your Outstanding Notes, please allow sufficient time to ensure timely delivery. If we do not receive your Outstanding Notes, letter of transmittal and other required documents by the expiration date of the exchange offer, we will not accept your Outstanding Notes for exchange. We are under no duty to give notification of defects or irregularities with respect to the tenders of Outstanding Notes for exchange. If there are defects or irregularities with respect to your tender of Outstanding Notes, we will not accept your Outstanding Notes for exchange.

If you do not exchange your Outstanding Notes, your Outstanding Notes will continue to be subject to the existing transfer restrictions and you may be unable to sell your Outstanding Notes.

    We did not register the Outstanding Notes, nor do we intend to do so following the exchange offer. Outstanding Notes that are not tendered will therefore continue to be subject to the existing transfer restrictions and may be transferred only in limited circumstances under the securities laws. If you do not exchange your Outstanding Notes, you will not have any further right to have your

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Outstanding Notes registered under the federal securities laws. As a result if you hold Outstanding Notes after the exchange offer, you may be unable to sell your Outstanding Notes.

Risks Related to the Notes and Our Indebtedness

Our substantial indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations under the Notes.

    Our substantial indebtedness could have important consequences to you. For example, it could:

•

make it more difficult for us to satisfy our obligations with respect to the Notes;



•

increase our vulnerability to general adverse economic and industry conditions;



•

require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and investments and other general corporate purposes;



•

limit our flexibility in planning for, or reacting to, changes in our business and the markets in which we operate;



•

place us at a competitive disadvantage compared to our competitors that have less debt; and



•

limit our ability to borrow additional funds.

    In addition, we may incur substantial additional indebtedness in the future. The terms of the indentures governing the Notes and our credit facilities allow us to incur additional debt subject to certain limitations. If new debt is added to current debt levels, the related risks described above could intensify. If such debt financing is not available when required or is not available on acceptable terms, we may be unable to grow our business, take advantage of business opportunities, respond to competitive pressures or refinance maturing debt, any of which could have a material adverse effect on our operating results and financial condition.

    We require a significant amount of cash to service our indebtedness. Our ability to generate cash depends on many factors beyond our control.

    Our ability to make payments on and to refinance our indebtedness, including the Notes, and to fund planned capital expenditures and expansion efforts and any strategic acquisitions we may make in the future, if any, will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive and other factors that are beyond our control.

    We believe that our cash, other liquid assets, operating cash flow, together with available borrowings and potential access to credit and capital markets and receipt of asset sale proceeds, will be sufficient to meet our operating expenses and capital expenditures and service our debt requirements as they become due, including debt of approximately $300.0 million due through December 31, 2002. However, we cannot assure you that our business will generate sufficient cash flow from operations in the future, that our currently anticipated growth in net sales and cash flow will be realized on schedule or that future borrowings or anticipated proceeds from planned divestitures, which are dependant on purchaser financing, will be available to us when needed or in an amount sufficient to enable us to repay indebtedness or to fund other liquidity needs. We may need to refinance all or a portion of our indebtedness, including indebtedness due in 2002 and the Notes, on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all.

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Holders of secured debt would be paid first and would receive payments from assets used as security before you receive payments if we were to become insolvent.

    The Notes and the guarantees will not be secured by any of our assets or the assets of our subsidiaries. The indentures governing the Notes permit us to incur additional debt, including purchase money debt and other secured debt. If we were to become insolvent, holders of any current and future secured debt would be paid first and would receive payments from the assets used as security before you receive any payments. You may therefore not be fully repaid if we become insolvent.

    As of June 30, 2001, assuming that the sale of the Additional Ten-Year Notes and the sale of Salt and Ogden (and the use of proceeds therefrom) had occurred on that date, IMC Global and the subsidiary guarantors would have had secured indebtedness on our consolidated balance sheet of approximately $171.9 million. In addition, IMC Global and the subsidiary guarantors may incur additional secured debt in the future, including under the revolving credit facility.

    The agreements governing our indebtedness contain various covenants that limit our management's discretion in the operation of our business and also require us to meet financial maintenance tests, failure to comply with which could have a material adverse effect on us.

    The agreements governing our indebtedness contain various covenants, including those that restrict our ability to:

•

borrow money;



•

make investments;



•

use assets as security in other transactions;



•

sell certain assets or merge with or into other companies; and



•

enter into sale and leaseback transactions.

    Our credit facilities require us to maintain certain financial ratios. We will need to obtain a waiver or amendment of the financial covenants in our credit facilities if we complete the sale of the Salt and Ogden businesses. In addition, if product prices and other market conditions do not improve or if we are unable to complete major asset sales, there is no assurance that we will be able to comply with applicable financial covenants. There can be no assurance that we will be able to obtain any necessary waivers or amendments from the requisite lenders.

    Any failure to comply with the restrictions of the credit facilities or any agreement governing our indebtedness, including the indenture related to the Notes, may result in an event of default under those agreements. Such default may allow the creditors to accelerate the related debt, which acceleration may trigger cross-acceleration or cross-default provisions in other debt. In addition, lenders may be able to terminate any commitments they had made to supply us with further funds (including periodic rollovers of existing borrowings). For more information, see "Description of Notes."

    Certain of the covenants contained in the indentures will no longer be in effect after the occurrence of a Fall Away Event. See "Description of Notes—Certain Covenants Before Fall-Away Events."

Assets of non-guarantor subsidiaries may not be available to make payments on the Notes.

    Not all of our subsidiaries will be guarantors of the Notes. Non-guarantor subsidiaries have no obligations to make payments to us or to the Trustee in respect of the Notes. In the event of a bankruptcy, liquidation or reorganization of any non-guarantor subsidiary, the creditors of such subsidiary (including trade creditors) will generally be entitled to payment of their claims from the assets of such subsidiary before any assets are made available for distribution to us as a stockholder. After paying its own creditors, a non-guarantor subsidiary may not have any remaining assets available

12

for payment to you as a holder of Notes. As a result, the Notes are effectively junior in right of payment to the obligations of non-guarantor subsidiaries. At June 30, 2001, assuming the sale of the Additional Ten-Year Notes had occurred on that date, the total indebtedness of our non-guarantor subsidiaries owed to third parties would have been approximately $14.0 million.

Federal and state statutes allow courts, under specific circumstances, to void the guarantees of the Notes.

    The guarantees of the Notes may be subject to review under Title 11 of the United States Code (the "Bankruptcy Code") and comparable provisions of state fraudulent conveyance laws if a bankruptcy or reorganization case or lawsuit is commenced by or on behalf of a subsidiary guarantor's unpaid creditors. Under the Bankruptcy Code, a court could void the obligations under the guarantees of the Notes of a subsidiary, subordinate the guarantees of the Notes to that subsidiary guarantor's other obligations or take other action detrimental to holders of the guarantees of the Notes. If a court were to find in such a bankruptcy or reorganization case or lawsuit that, among other things, at the time the subsidiary guarantor issued the guarantee of the Notes:

•

it issued the guarantee to delay, hinder or defraud present or future creditors; or



•

it received less than reasonably equivalent value or fair consideration for issuing the guarantee and at the time it issued the guarantee:

—it was insolvent or rendered insolvent by reason of issuing the guarantee, or

—it was engaged, or about to engage, in a business or transaction for which its assets, after giving effect to its potential liability under the guarantee, constituted unreasonably small capital to carry on its business, or

—it intended to incur, or believed that it would incur, debts beyond its ability to pay as they mature,

then the court could void the obligations under the guarantees of the Notes, subordinate the guarantees of the Notes to that subsidiary guarantor's other obligations or take other action detrimental to holders of the guarantees of the Notes.

    The measures of insolvency for purposes of fraudulent transfer laws vary depending upon the law of the jurisdiction that is being applied in any proceeding to determine whether a fraudulent transfer had occurred. Generally, however, a person or an entity would be considered insolvent if, at the time he or it incurred the debt:

•

the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or



•

it could not pay its debts as they become due.

We cannot be sure as to the standard that a court would use to determine whether a subsidiary guarantor was solvent at the relevant time, or, regardless of the standard that the court uses, that the issuance of the guarantee of the Notes would not be voided or the guarantee of the Notes would not be subordinated to a subsidiary guarantor's other debt. If such a case were to occur, a guarantee could also be subject to the claim that, since the guarantee was incurred for IMC Global's benefit, and only indirectly for the benefit of the subsidiary guarantor, the guarantee was incurred for less than fair consideration.

We may not have the ability to raise the funds necessary to finance the change of control offer required by the indentures.

    Upon the occurrence of certain specific kinds of change of control events, we will be required to offer to purchase all of the Notes outstanding. However, it is possible that we will not have sufficient

13

funds at the time of the change of control to make the required purchase of Notes or that restrictions in our credit agreement will not allow such purchases. In addition, certain important corporate events, such as leveraged recapitalizations that would increase the level of our indebtedness, would not constitute a "change of control" under the indentures related to the Notes. Our ability to purchase the Notes upon certain specific kinds of change of control events may be limited by the terms of our other indebtedness, including the credit facilities. If a change of control occurs, we cannot assure you that we will have sufficient funds to repay other debt obligations which will be required to be repaid, in addition to the Notes. See "Description of Notes—Repurchase at the Option of Holders upon Change of Control."

Risks Relating to Our Business

Our operating results are highly dependent upon conditions in agriculture markets.

    Our operating results are highly dependent upon conditions in the agricultural industry. The agricultural products business can be affected by a number of factors, the most important of which, for U.S. markets, are weather patterns and field conditions (particularly during periods of traditionally high crop nutrients consumption), quantities of crop nutrients imported to and exported from North America and current and projected grain inventories and prices, which are heavily influenced by U.S. exports and world-wide grain markets. U.S. governmental policies may directly or indirectly influence the number of acres planted, the level of grain inventories, the mix of crops planted or crop prices.

    International market conditions also significantly influence our operating results. The international market for crop nutrients is influenced by such factors as the relative value of the U.S. dollar and its impact upon the cost of importing crop nutrients, foreign agricultural policies, the existence of, or changes in, import or foreign currency exchange barriers in certain foreign markets, changes in the hard currency demands of certain countries, such as the former Soviet Union, and other regulatory policies of foreign governments, as well as the laws and policies of the U.S. affecting foreign trade and investment. In addition, since crop nutrients, particularly anhydrous ammonia, are used for industrial applications, industrial markets and the general economy affect crop nutrients demand and prices.

Our crop nutrients and other products are subject to price volatility resulting from periodic imbalances of supply and demand, which may cause our quarterly results of operations to fluctuate and impair our ability to make payments on the Notes when due.

    Historically, prices for phosphate have reflected frequent changes in supply and demand. Changes in supply result from capacity additions or reductions and from changes in inventory levels. Demand for these products is dependent, in part, on demand for crop nutrients by the global agricultural industry. Periods of high demand, high capacity utilization and increasing operating margins tend to result in new plant investment and increased production until supply exceeds demand, followed by periods of declining prices and declining capacity utilization until the cycle is repeated. To a lesser degree, there is also volatility in the price of potash. In addition, markets for our products are affected by general economic conditions.

    As a result of periodic imbalances of supply and demand, crop nutrients prices have been volatile, with significant price changes from one growing season to the next. Crop nutrients are global commodities and can be subject to intense price competition from both domestic and foreign sources. For example, the introduction of new production capacity in India and Australia, as well as recent weakness in the agricultural economies of China and India, have resulted in an excess supply of diammonium phosphate ("DAP"). The price at which we sell our phosphate crop nutrients products could continue to fall if industry oversupply conditions continue.

    Because of a prolonged price decline, we suspended phosphoric acid production at our Faustina, Louisiana facility in November 1999 and suspended production at our Taft, Louisiana facility in

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July 1999 in response to reduced market demands and the depressed agricultural economy. In January 2001, we indefinitely shut down all of our remaining operations in Louisiana, reducing our phosphoric acid capacity by approximately 36%. In July 2001, we substantially resumed our Louisiana phosphate production. The extent to which we utilize available capacity at our facilities will cause fluctuations in our results of operations. We have and will continue to incur costs for any temporary or permanent shutdowns of our facilities.

    A reduction in the prices of these products and/or a reduction in our production volumes due to shut-downs negatively impacts our earnings. For the year ended December 31, 2000, average price realizations per short ton for DAP fell 16% from the comparable average in 1999. Average selling prices per short ton for our potash products declined 4% for the year ended December 31, 2000 from the comparable average in 1999. If industry oversupply conditions continue, the price at which we sell our products could continue to decline, which would have a material adverse effect on our business, financial condition and results of operations.

We may be unable to divest Salt, Ogden and Chemicals within the desired time frame or upon favorable terms.

    On October 15, 2001, we announced the execution of a definitive agreement to sell our Salt and Ogden businesses in a merger transaction valued at approximately $640 million. The transaction is subject to customary conditions, including regulatory approvals in the affected countries and receipt of the committed financing. On November 5, 2001, we announced the sale of the Australian unit of Chemicals for approximately U.S. $43.0 million. We cannot assure you that we will be able to sell Salt, Ogden and the remaining portions of Chemicals or that such sales will occur within the desired time frame or upon favorable terms and conditions. The failure to timely divest these businesses, or the divestiture of these businesses on unfavorable terms, would impact our ability to reduce current indebtedness levels, including indebtedness due in 2002, or to fund other liquidity needs.

We are subject to risks associated with our international operations.

    For the year ended December 31, 2000, we derived approximately 38% of our net sales from customers located outside of North America. In particular, sales to China accounted for 36% of our international sales. International sales are subject to numerous risks and uncertainties, including:

•

difficulties and costs associated with complying with a wide variety of complex laws, treaties and regulations;



•

unexpected changes in regulatory environments;



•

political and economic instability;



•

nationalization of properties by foreign governments;



•

tax rates that may exceed those in the U.S. and earnings that may be subject to withholding requirements; and



•

the imposition of tariffs, exchange controls or other restrictions.

    As we continue to expand our business globally, our success will be dependent, in part, on our ability to anticipate and effectively manage these and other risks that we face.

Our operating earnings are significantly affected by the supply and price levels of natural gas, ammonia and sulphur.

    Natural gas, ammonia and sulphur are raw materials used in the manufacture of our phosphate crop nutrients products. Natural gas is used as both a chemical feedstock and a fuel to produce anhydrous ammonia, which is a raw material used in the production of DAP and monoammonium phosphate ("MAP"). Natural gas is also a significant raw material used in the potash solution mining

15

process. A significant portion of our sulphur requirements is provided by the sulphur subsidiary of McMoRan Exploration Company under a supply agreement with us. Our profitability is impacted by the price and availability of natural gas, ammonia and sulphur we purchase from third parties. A significant increase in the price of natural gas, ammonia or sulphur that is not recovered through an increase in the price of our related crop nutrients products or an extended interruption in the supply of natural gas, ammonia or sulphur to our production facilities could have a material adverse effect on our business, financial condition or results of operations. For example, during 2000, a significant rise in the price of natural gas, a major component of production costs, negatively affected our gross margins. Some foreign competitors may have access to lower cost or government-subsidized natural gas supplies.

The markets in which we operate are highly competitive. Our inability to compete successfully could result in the loss of customers, which could adversely affect our sales and profitability.

    The markets for the crop nutrients and other products that we produce are highly competitive. Crop nutrients are a global commodity, and customers, including end-users, dealers and other crop nutrients producers and distributors, base their purchasing decisions principally on the delivered price and availability of the product. We compete with a number of U.S. producers and producers in other countries, including state-owned and government-subsidized entities. Some of our principal competitors may have greater total resources and may be less dependent on earnings from crop nutrients sales than IMC Global.

We have experienced an inflow of water into our Esterhazy mine. We are not insured against the risk of floods and water inflow at that mine.

    Since December 1985, we have experienced an inflow of water into one of our two interconnected potash mines at Esterhazy, Saskatchewan. As a result, in order to control inflow, we have incurred expenditures, certain of which, due to their nature, have been capitalized, while others have been charged to expense. Procedures utilized to control the water inflow have proven successful to date, and we currently intend to continue conventional shaft mining. Despite the relative success of these measures, however, there can be no assurance that the amounts required for remedial efforts will not increase in future years or that the water inflow, risk to employees or remediation costs will not increase to a level which would cause us to change our mining process or abandon the mines.

    Our underground mine operations are presently insured against business interruption and risk from catastrophic perils, including collapse, floods and other property damage with the exception of flood coverage at Esterhazy. Due to the ongoing water inflow problem at Esterhazy, underground operations at this facility are currently not insurable for water incursion problems. Like other potash producers' shaft mines, the Colonsay mine is also subject to the risks of inflow of water as a result of its shaft mining operations.

We may be adversely affected by the environmental regulations to which we are subject. In addition, we have potential environmental liabilities that may have a material adverse effect on our business, financial condition and results of operations.

    We are subject to numerous environmental, health and safety laws and regulations in the U.S., Canada, Europe and Australia, including laws and regulations relating to land reclamation and remediation of hazardous substance releases. For example, the U.S. Comprehensive Environmental Response, Compensation, and Liability Act, or CERCLA, imposes liability, without regard to fault or to the legality of a party's conduct, on certain categories of persons (known as "potentially responsible parties") who are considered to have contributed to the release of "hazardous substances" into the environment. We will continue periodically to incur liabilities, under CERCLA and other environmental cleanup laws, with regard to our current or former facilities, adjacent or nearby third party facilities or offsite disposal locations. Under CERCLA, or its various state analogues, one party may, under certain circumstances, be required to bear more than its proportional share of cleanup costs at a site where it

16

has liability if payments cannot be obtained from other responsible parties. Liability under these laws involves inherent uncertainties. Violations of environmental, health and safety laws are subject to civil, and, in some cases, criminal sanctions.

    We have received notices from governmental agencies that we are a potentially responsible party at certain sites under CERCLA or other environmental cleanup laws. Further, we are aware of additional sites for which we may receive such notices in the future. Some of these sites may require us to expend significant amounts for cleanup costs.

    We believe that, pursuant to several indemnification agreements, we are entitled to at least partial, and in many instances complete, indemnification for the costs that we may expend to remedy environmental issues at certain facilities. These agreements address issues that resulted from activities occurring prior to our acquisition of facilities or businesses from parties including ARCO (BP); Beatrice Fund for Environmental Liabilities; Conoco; Conserv; Estech, Inc.; Kaiser Aluminum & Chemical Corporation; Kerr-McGee Inc.; PPG Industries, Inc.; The Williams Companies; and certain other private parties. We have already received and anticipate receiving amounts pursuant to the indemnification agreements for certain of our expenses incurred to date as well as future anticipated expenditures.

    Continued government and public emphasis on environmental issues can be expected to result in increased future investments for environmental controls at ongoing operations, which will be charged against income from future operations. Present and future environmental laws and regulations applicable to our operations may require substantial capital expenditures and may have a material adverse effect on our business, financial condition and results of operations.

Our operations are dependent on our having received the required permits and approvals from governmental authorities.

    We hold numerous governmental environmental, mining and other permits and approvals authorizing operations at each of our facilities. A decision by a government agency to deny or delay issuing a new or renewed permit or approval, or to revoke or substantially modify an existing permit or approval, could have a material adverse effect on our ability to continue operations at the affected facility. Expansion of our existing operations also is predicated upon securing the necessary environmental or other permits or approvals.

    Over the next several years, we will be continuing our efforts to obtain permits in support of our anticipated Florida mining operations at certain of our properties. These properties contain in excess of 100 million tons of phosphate rock reserves. In Florida, local community participation has become an important factor in the permitting process for mining companies. A denial of these permits or the issuance of permits with cost-prohibitive conditions would prevent us from mining at these properties and thereby have a material adverse effect on our business, financial condition and results of operations.

    Recent terrorist attacks in the United States could adversely affect us.

    On September 11, 2001, terrorists carried out attacks that destroyed the World Trade Center in New York and badly damaged the Pentagon outside of Washington, D.C. As a result, the United States securities markets were closed for several days. The impact which these terrorist attacks, or future events arising as a result of these terrorist attacks, including military or police activities in the United States or foreign countries, future terrorist activities or threats of such activities, biological or chemical weapons attacks, political unrest and instability, riots and protests, could have on the United States economy, the global economy, and global financial markets cannot presently be determined with any accuracy. These conditions could also adversely affect demand for certain of our products. It is possible that the above factors could have a material adverse effect on our business, our ability to finance our business and on our financial condition and results of operations as a whole.

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DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS

    All statements, other than statements of historical fact, contained within this prospectus and the documents incorporated by reference constitute "forward-looking statements" within the meaning of federal and state securities laws.

    Factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include, but are not limited to, those described in "Risk Factors" and the following:

•

general business and economic conditions;



•

governmental policies affecting the agricultural industry in localities where we or our customers operate;



•

weather conditions;



•

the impact of competitive products;



•

pressure on prices realized by us for our products;



•

constraints on supplies of raw materials used in manufacturing certain of our products;



•

capacity constraints limiting the production of certain products;



•

difficulties or delays in the development, production, testing and marketing of products;



•

difficulties or delays in receiving required governmental and regulatory approvals;



•

market acceptance issues, including the failure of products to generate anticipated sales levels;



•

difficulties in integrating acquired businesses and in realizing related cost savings and other benefits;



•

the effects of and change in trade, monetary, environmental and fiscal policies, laws and regulations;



•

foreign exchange rates and fluctuations in those rates;



•

the costs and effects of legal proceedings, including environmental, and administrative proceedings involving us;



•

success in implementing our various initiatives including the divestitures of Chemicals, Salt and Ogden;



•

the uncertain effects upon the global and domestic economies and financial markets of the terrorist attacks in New York City and Washington, D.C. on September 11, 2001 and their aftermaths; and



•

other risk factors reported from time to time in our Securities and Exchange Commission (SEC) reports.

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RECENT DEVELOPMENTS

    On October 15, 2001, we announced that we signed a definitive agreement to sell our Salt and Ogden businesses to an entity formed by affiliates of Apollo Management, L.P. in a merger transaction valued at approximately $640 million. Under terms of the agreement, our initial consideration will consist of approximately $600 million of cash, as well as a continued minority economic position in the new company. Apollo has received commitments for the financing to fund the transaction, which commitments are subject to customary conditions. The transaction is subject to customary conditions, including regulatory approval in the affected countries and receipt of the committed financing. Our Board of Directors has already approved the transaction. Closing is anticipated by the end of 2001. Assuming the sale occurred on June 30, 2001 for $600 million in cash and we used the proceeds to repay debt, our total debt, net of cash, pro forma for the sale and the sale of the Additional Ten-Year Notes, would have been $1,838.0 million. On November 5, 2001, we announced that we had sold the Australian unit of Chemicals for approximately U.S. $43.0 million. We do not expect to record a gain or loss from the transaction.

    In August 2001, plaintiffs served International Minerals and Chemical Corporation ("IMC"), our predecessor, in eleven lawsuits in the Circuit Court for Polk County, Florida. Similar to actions that were filed and dismissed in 1998, these suits allege that, when mining phosphate, IMC and other named defendants brought uranium and other naturally occurring radioactive materials to the ground surface then failed to return those materials below ground during reclamation. According to the plaintiffs, these actions increased ambient radiation levels. IMC then sold the mined-out property to developers for residential housing. The plaintiffs contend that IMC had a duty to warn subsequent residential property owners about the consequences of its mining and reclamation activities, that IMC's failure to provide such warnings amounted to fraud or negligent misrepresentation, and that IMC's mining and reclamation practices were negligent and in violation of state standards. The plaintiffs also filed claim against the Florida Phosphate Council, a trade association, alleging that the Council concealed information about the existence of radioactive contamination on reclaimed mining land. The plaintiffs seek to recover compensation for cleanup costs to reduce radiation levels on their property to background levels, damages for reduced property values allegedly resulting from increased radiation levels in and around their homes, and damages resulting from public fear of radiation contamination. Because IMC has just been served in these cases, we are unable to determine the value of any claims that might be alleged. We intend vigorously to contest each of these lawsuits.

    On or about August 15, 2001, a lawsuit styled Madison Dearborn Partners, LLC v. IMC Global Inc. (Circuit Court, Cook County, Illinois) was commenced by plaintiff Madison Dearborn Partners, LLC ("MDP") asserting that IMC Global breached a letter of intent for the sale of the Salt and Ogden business to MDP. The complaint seeks in the alternative specific performance or damages in excess of $100,000. In its first amended complaint (filed in October 2001), MDP added IMC Salt Inc. and more than a dozen subsidiaries of IMC Global, certain of which are guarantors of the Outstanding Notes, as "Interested Parties" that MDP alleges would have been purchased but for IMC Global's alleged breach of contract. IMC Global believes that the suit is without merit and intends to vigorously defend this action.

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USE OF PROCEEDS

    This exchange offer is intended to satisfy certain of our obligations under the Registration Rights Agreement. We will not receive any cash proceeds from the issuance of the New Notes. In consideration for issuing the New Notes contemplated in this prospectus, we will receive Outstanding Notes in like principal amount, the form and terms of which are the same as the form and terms of the New Notes, except as otherwise described in this prospectus. The Outstanding Notes surrendered in exchange for New Notes will be retired and canceled. Accordingly, no additional debt will result from the exchange. We have agreed to bear the expenses of the exchange offer.

    The net proceed from the sale of the Seven-Year Notes and May Ten-Year Notes, after deducting estimated expenses and the initial purchasers' discount, were approximately $688.0 million. We used the net proceeds from the issuance on May 17, 2001, as well as initial borrowings under our credit facilities, to repay all outstanding indebtedness under our existing senior secured credit facilities and refinance outstanding letters of credit, to repay our 6.625% senior notes due October 15, 2001, to pay related fees and expenses and the remainder for general corporate purposes. We used $49.0 million of the proceeds from the sale of the Additional Ten-Year Notes to repay indebtedness under our revolving credit facility, which currently bears an annual interest rate of 5.31%. In accordance with terms of our credit facility, $48.0 million of the proceeds of this offering was used to fund an escrow for the refinancing of our obligations with respect to Polk County industrial revenue bonds bearing interest at an annual rate of 7.525%, which bonds are owned by us. Because we own that $48.0 million of Polk County bonds, those monies will become available for our use. We will use those monies to further repay indebtedness under our revolving credit facility. We will fund an escrow for the redemption of the remaining $27.0 million aggregate principal amount of outstanding Polk County bonds. That will allow us to use $27.0 million currently held in escrow for such purpose for the repayment of indebtedness under our revolving credit facility. We borrow under our revolving credit facility from time to time for general corporate purposes.

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THE EXCHANGE OFFER

Exchange Offer; Registration Rights

    IMC Global entered into the Registration Rights Agreement, along with certain guarantors party thereto (the "Guarantors"), pursuant to which IMC Global and the Guarantors agreed, for the benefit of the holders of the Notes:

    (1) to use their reasonable best efforts to file with the SEC, within 150 days following the date of issuance (the "Closing"), a registration statement under the Securities Act relating to an exchange offer pursuant to which Exchange Notes substantially identical to the Notes (except that such Notes will not contain terms with respect to the special interest payments described below or transfer restrictions) and guaranteed by the Guarantors, would be offered in exchange for the then Outstanding Notes tendered at the option of the holders thereof; and

    (2) to use their reasonable best efforts to cause the registration statement to become effective as soon as practicable thereafter.

IMC Global and the Guarantors have further agreed to commence the exchange offer promptly after the registration statement has become effective, hold the offer open for at least 30 days, and exchange Exchange Notes for all Notes validly tendered and not withdrawn before the expiration of the offer.

    Under existing SEC interpretations, the Exchange Notes would in general be freely transferable after the exchange offer without further registration under the Securities Act, except that participating broker-dealers receiving Exchange Notes in the exchange offer will be subject to a prospectus delivery requirement with respect to resales of those Exchange Notes. The SEC has taken the position that participating broker-dealers may fulfill their prospectus delivery requirements with respect to the Exchange Notes (other than a resale of an unsold allotment from the original sale of the Notes) by delivery of the prospectus contained in the registration statement. Under the Registration Rights Agreement, IMC Global is required to allow participating broker-dealers and other persons, if any, subject to similar prospectus delivery requirements to use the prospectus contained in the registration statement in connection with the resale of such Exchange Notes. The registration statement will be kept effective for a period of 180 days after the exchange offer has been consummated in order to permit resales of Exchange Notes acquired by broker-dealers in after-market transactions. Each holder of Notes (other than certain specified holders) who wishes to exchange such Notes for Exchange Notes in the exchange offer will be required to represent that any Exchange Notes to be received by it will be acquired in the ordinary course of its business, that at the time of the commencement of the exchange offer it has no arrangement with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes and that it is not IMC Global or an affiliate of IMC Global.

    However, if:

    (1) on or before the date of consummation of the exchange offer, the existing SEC interpretations are changed such that the Exchange Notes would not in general be freely transferable in such manner on such date; or

    (2) the exchange offer is not available to any holder of the Notes,

IMC Global and the Guarantors will, in lieu of (or, in the case of clause (2), in addition to) effecting registration of Exchange Notes, use their reasonable best efforts to cause a registration statement under the Securities Act relating to a shelf registration of the Notes for resale by holders or, in the case of clause (2), of the Notes held by the initial purchasers for resale by the initial purchasers (the "Resale Registration") to become effective and to remain effective until two years following the effective date of such registration statement or such shorter period that will terminate when all the securities covered by the shelf registration statement have been sold pursuant to the shelf registration statement.

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    IMC Global and the Guarantors will, in the event of the Resale Registration, provide to the holder or holders of the applicable Notes copies of the prospectus that is a part of the registration statement filed in connection with the Resale Registration, notify such holder or holders when the Resale Registration for the applicable Notes has become effective and take certain other actions as are required to permit unrestricted resales of the applicable Notes. A holder of Notes that sells such Notes pursuant to the Resale Registration generally would be required to be named as a selling securityholder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the Registration Rights Agreement that are applicable to such a holder (including certain indemnification obligations).

    Although IMC Global and the Guarantors have filed the registration statement previously described, we cannot assure you that the registration statement will become effective.

    In the event that:

    (1) IMC Global and the Guarantors have not filed the registration statement relating to the exchange offer (or, if applicable, the Resale Registration) within 150 days following the Closing; or

    (2) such registration statement has not become effective within 210 days following the Closing; or

    (3) the exchange offer has not been consummated within 30 days after the effective date of the registration statement; or

    (4) any registration statement required by the Registration Rights Agreement is filed and declared effective but shall thereafter cease to be effective (except as specifically permitted therein) without being succeeded immediately by an additional registration statement filed and declared effective

(any such event referred to in clauses (1) through (4), the "Registration Default"), then the per annum interest rate on the applicable Notes will increase, for the period from the occurrence of the Registration Default until such time as no Registration Default is in effect (at which time the interest rate will be reduced to its initial rate), by .25% during the first 90-day period following the occurrence and during the continuation of such Registration Default, which rate shall increase by an additional .25% for each subsequent 90-day period during which such Registration Default continues up to a maximum of 1.0%.

Terms of the Exchange Offer

    Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept any and all Outstanding Notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer. We will issue $1,000 principal amount of Exchange Notes in exchange for each $1,000 principal amount of Outstanding Notes accepted in the exchange offer. Any holder may tender some or all of its Outstanding Notes pursuant to the exchange offer. However, Outstanding Notes may be tendered only in integral multiples of $1,000.

    The form and terms of the Exchange Notes are the same as the form and terms of the Outstanding Notes except that:

(1)

the Exchange Notes bear a Series B designation and a different CUSIP Number from the Outstanding Notes;



(2)

the Exchange Notes have been registered under the Securities Act and hence will not bear legends restricting the transfer thereof; and

22

(3)

the holders of the Exchange Notes will not be entitled to certain rights under the applicable Registration Rights Agreement, including the provisions providing for an increase in the interest rate on the Outstanding Notes in certain circumstances relating to the timing of the exchange offer, all of which rights will terminate when the exchange offer is terminated.

The Exchange Notes will evidence the same debt as the Outstanding Notes and will be entitled to the benefits of the indenture.

    As of the date of this prospectus, $700,000,000 aggregate principal amount of the Outstanding Notes were outstanding. We have fixed the close of business on November 13, 2001 as the record date for the exchange offer for purposes of determining the persons to whom this prospectus and the letter of transmittal will be mailed initially.

    Holders of Outstanding Notes do not have any appraisal or dissenters' rights under the General Corporation Law of Delaware, or the indenture relating to the Notes in connection with the exchange offer. We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the SEC thereunder.

    We will be deemed to have accepted validly tendered Outstanding Notes when, as and if we have given oral or written notice thereof to the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the Exchange Notes from us.

    If any tendered Outstanding Notes are not accepted for exchange because of an invalid tender, the occurrence of specified other events set forth in this prospectus or otherwise, the certificates for any unaccepted Outstanding Notes will be returned, without expense, to the tendering holder thereof as promptly as practicable after the expiration date of the exchange offer.

    Holders who tender Outstanding Notes in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of Outstanding Notes pursuant to the exchange offer. We will pay all charges and expenses, other than transfer taxes in certain circumstances, in connection with the exchange offer. See "—Fees and Expenses."

Expiration Date; Extensions; Amendments

    The term "expiration date" will mean 5:00 p.m., New York City time, on December 14, 2001, unless we, in our sole discretion, extend the exchange offer, in which case the term "expiration date" will mean the latest date and time to which the exchange offer is extended.

    In order to extend the exchange offer, we will notify the exchange agent of any extension by oral or written notice and will mail to the registered holders an announcement thereof, each prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

    We reserve the right, in our sole discretion, (1) to delay accepting any Outstanding Notes, to extend the exchange offer or to terminate the exchange offer if any of the conditions set forth below under "—Conditions" have not been satisfied, by giving oral or written notice of any delay, extension or termination to the exchange agent or (2) to amend the terms of the exchange offer in any manner. Any delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral or written notice thereof to the registered holders.

Interest on the Exchange Notes

    The Exchange Notes will bear interest from their date of issuance. Holders of Outstanding Notes that are accepted for exchange will receive, in cash, accrued interest thereon to, but not including, the date of issuance of the Exchange Notes. Such interest will be paid with the first interest payment on

23

the Exchange Notes on June 1, 2002. Interest on the Outstanding Notes accepted for exchange will cease to accrue upon issuance of the Exchange Notes.

    Interest on the Exchange Notes is payable semi-annually on each June 1 and December 1, commencing on June 1, 2002.

Procedures for Tendering

    Only a holder of Outstanding Notes may tender Outstanding Notes in the exchange offer. To tender in the exchange offer, a holder must complete, sign and date the letter of transmittal, or a facsimile thereof, have the signatures thereon guaranteed if required by the letter of transmittal or transmit an agent's message in connection with a book-entry transfer, and mail or otherwise deliver the letter of transmittal or the facsimile, together with the Outstanding Notes and any other required documents, to the exchange agent prior to 5:00 p.m., New York City time, on the expiration date. To be tendered effectively, the Outstanding Notes, letter of transmittal or an agent's message and other required documents must be completed and received by the exchange agent at the address set forth below under "Exchange Agent" prior to 5:00 p.m., New York City time, on the expiration date. Delivery of the Outstanding Notes may be made by book-entry transfer in accordance with the procedures described below. Confirmation of the book-entry transfer must be received by the exchange agent prior to the expiration date.

    The term "agent's message" means a message, transmitted by a book-entry transfer facility to, and received by, the exchange agent forming a part of a confirmation of a book entry, which states that the book-entry transfer facility has received an express acknowledgment from the participant in the book-entry transfer facility tendering the Outstanding Notes that the participant has received and agrees: (1) to participate in ATOP; (2) to be bound by the terms of the letter of transmittal; and (3) that we may enforce the agreement against the participant.

    By executing the letter of transmittal or sending an agent's message, each holder will make to us the representations set forth above in the third paragraph under the heading "—Purpose and Effect of the Exchange Offer."

    The tender by a holder and our acceptance thereof will constitute agreement between the holder and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal or agent's message.

The method of delivery of Outstanding Notes and the letter of transmittal or agent's message and all other required documents to the exchange agent is at the election and sole risk of the holder. As an alternative to delivery by mail, holders may wish to consider overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the exchange agent before the expiration date. No letter of transmittal or old Notes should be sent to us. Holders may request their respective brokers, dealers, commercial banks, trust companies or nominees to effect the above transactions for them.

    Any beneficial owner whose Outstanding Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the registered holder promptly and instruct the registered holder to tender on the beneficial owner's behalf. See "Instructions to Registered Holder and/or Book-Entry Transfer Facility Participant from Beneficial Owner" included with the letter of transmittal.

    Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by a member of the Medallion System unless the Outstanding Notes tendered pursuant to the letter of transmittal are tendered (1) by a registered holder who has not completed the box entitled "Special Registration Instructions" or "Special Delivery Instructions" on the letter of transmittal or (2) for the account of a member firm of the Medallion System. In the event that signatures on a letter

24

of transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, the guarantee must be by a member firm of the Medallion System.

    If the letter of transmittal is signed by a person other than the registered holder of any Outstanding Notes listed in this prospectus, the Outstanding Notes must be endorsed or accompanied by a properly completed bond power, signed by the registered holder as the registered holder's name appears on the Outstanding Notes with the signature thereon guaranteed by a member firm of the Medallion System.

    If the letter of transmittal or any Outstanding Notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, offices of corporations or others acting in a fiduciary or representative capacity, the person signing should so indicate when signing, and evidence satisfactory to us of its authority to so act must be submitted with the letter of transmittal.

    We understand that the exchange agent will make a request promptly after the date of this prospectus to establish accounts with respect to the Outstanding Notes at DTC for the purpose of facilitating the exchange offer, and subject to the establishment thereof, any financial institution that is a participant in DTC's system may make book-entry delivery of Outstanding Notes by causing DTC to transfer the Outstanding Notes into the exchange agent's account with respect to the Outstanding Notes in accordance with DTC's procedures for the transfer. Although delivery of the Outstanding Notes may be effected through book-entry transfer into the exchange agent's account at DTC, unless an agent's message is received by the exchange agent in compliance with ATOP, an appropriate letter of transmittal properly completed and duly executed with any required signature guarantee and all other required documents must in each case be transmitted to and received or confirmed by the exchange agent at its address set forth below on or prior to the expiration date, or, if the guaranteed delivery procedures described below are complied with, within the time period provided under the procedures. Delivery of documents to DTC does not constitute delivery to the exchange agent.

    All questions as to the validity, form, eligibility, including time of receipt, acceptance of tendered Outstanding Notes and withdrawal of tendered Outstanding Notes will be determined by us in our sole discretion, which determination will be final and binding. We reserve the absolute right to reject any and all Outstanding Notes not properly tendered or any Outstanding Notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right in our sole discretion to waive any defects, irregularities or conditions of tender as to particular Outstanding Notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Outstanding Notes must be cured within the time we determine. Although we intend to notify holders of defects or irregularities with respect to tenders of Outstanding Notes, neither we, the exchange agent nor any other person will incur any liability for failure to give the notification. Tenders of Outstanding Notes will not be deemed to have been made until the defects or irregularities have been cured or waived. Any Outstanding Notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the exchange agent to the tendering holders, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date.

Guaranteed Delivery Procedures

    Holders who wish to tender their Outstanding Notes and (1) whose Outstanding Notes are not immediately available, (2) who cannot deliver their Outstanding Notes, the letter of transmittal or any other required documents to the exchange agent or (3) who cannot complete the procedures for book-entry transfer, prior to the expiration date, may effect a tender if:

(A)

the tender is made through a member firm of the Medallion System;

25

(B)

prior to the expiration date, the exchange agent receives from a member firm of the Medallion System a properly completed and duly executed Notice of Guaranteed Delivery by facsimile transmission, mail or hand delivery setting forth the name and address of the holder, the certificate number(s) of the Outstanding Notes and the principal amount of Outstanding Notes tendered, stating that the tender is being made thereby and guaranteeing that, within three New York Stock Exchange trading days after the expiration date, the letter of transmittal or facsimile thereof together with the certificate(s) representing the Outstanding Notes or a confirmation of book-entry transfer of the Outstanding Notes into the exchange agent's account at DTC, and any other documents required by the letter of transmittal will be deposited by the member firm of the Medallion System with the exchange agent; and



(C)

the properly completed and executed letter of transmittal of facsimile thereof, as well as the certificate(s) representing all tendered Outstanding Notes in proper form for transfer or a confirmation of book-entry transfer of the Outstanding Notes into the exchange agent's account at DTC, and all other documents required by the letter of transmittal are received by the exchange agent within five New York Stock Exchange trading days after the expiration date.

    Upon request to the exchange agent, a Notice of Guaranteed Delivery will be sent to holders who wish to tender their Outstanding Notes according to the guaranteed delivery procedures set forth above.

Withdrawal of Tenders

    Except as otherwise provided in this prospectus, tenders of Outstanding Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.

    To withdraw a tender of Outstanding Notes in the exchange offer, a telegram, telex, letter or facsimile transmission notice of withdrawal must be received by the exchange agent at its address set forth in this prospectus prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer. Any notice of withdrawal must:

(1)

specify the name of the person having deposited the Outstanding Notes to be withdrawn;



(2)

identify the Outstanding Notes to be withdrawn, including the certificate number(s) and principal amount of the Outstanding Notes, or, in the case of Outstanding Notes transferred by book-entry transfer, the name and number of the account at DTC to be credited;



(3)

be signed by the holder in the same manner as the original signature on the letter of transmittal by which the Outstanding Notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee with respect to the Outstanding Notes register the transfer of the Outstanding Notes into the name of the person withdrawing the tender; and



(4)

specify the name in which any Outstanding Notes are to be registered, if different from that of the person depositing the Outstanding Notes to be withdrawn.

All questions as to the validity, form and eligibility, including time of receipt, of the notices will be determined by us, whose determination will be final and binding on all parties. Any Outstanding Notes so withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer and no Exchange Notes will be issued with respect thereto unless the Outstanding Notes so withdrawn are validly retendered. Any Outstanding Notes which have been tendered but which are not accepted for exchange will be returned to the holder thereof without cost to the holder as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn Outstanding

26

Notes may be retendered by following one of the procedures described above under "—Procedures for Tendering" at any time prior to the expiration date.

Conditions

    Notwithstanding any other term of the exchange offer, we will not be required to accept for exchange, or Exchange Notes for, any Outstanding Notes, and may terminate or amend the exchange offer as provided in this prospectus before the acceptance of the Outstanding Notes, if:

(1)

any action or proceeding is instituted or threatened in any court or by or before any governmental agency with respect to the exchange offer which, in our sole judgment, might materially impair our ability to proceed with the exchange offer or any material adverse development has occurred in any existing action or proceeding with respect to us or any of our subsidiaries; or



(2)

any law, statute, rule, regulation or interpretation by the Staff of the SEC is proposed, adopted or enacted, which, in our sole judgment, might materially impair our ability to proceed with the exchange offer or materially impair the contemplated benefits of the exchange offer to us; or



(3)

any governmental approval has not been obtained, which approval we will, in our sole discretion, deem necessary for the consummation of the exchange offer as contemplated by this prospectus.

    If we determine in our sole discretion that any of the conditions are not satisfied, we may (1) refuse to accept any Outstanding Notes and return all tendered Outstanding Notes to the tendering holders, (2) extend the exchange offer and retain all Outstanding Notes tendered prior to the expiration of the exchange offer, subject, however, to the rights of holders to withdraw the Outstanding Notes (see "—Withdrawal of Tenders") or (3) waive the unsatisfied conditions with respect to the exchange offer and accept all properly tendered Outstanding Notes which have not been withdrawn.

Exchange Agent

    The Bank of New York has been appointed as exchange agent for the exchange offer. Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for Notice of Guaranteed Delivery should be directed to the exchange agent addressed as follows:

By Registered or Certified Mail:	Overnight Courier and By Hand
	Delivery after 4:30 p.m., New York
The Bank of New York	City time, on the expiration date:
20 Broad Street
1 Lower Level	The Bank of New York
New York, New York 10286	20 Broad Street
Attn: Santino Ginocchietti	1 Lower Level
	New York, New York 10286
	Attn: Santino Ginocchietti

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By Hand Prior to 4:30 p.m., New	Facsimile Transmission:
York City time:
	(914) 773-5036
The Bank of New York	Attn: Santino Ginocchietti
20 Broad Street
1 Lower Level	For Information Telephone:
New York, New York 10286
Attn: Santino Ginocchietti	(914) 773-5741

Delivery to an address other than set forth above will not constitute a valid delivery.

Fees and Expenses

    We will bear the expenses of soliciting tenders. The principal solicitation is being made by mail; however, additional solicitation may be made by telegraph, telecopy, telephone or in person by our and our affiliates' officers and regular employees.

    We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses incurred in connection with these services.

    We will pay the cash expenses to be incurred in connection with the exchange offer. Such expenses include fees and expenses of the exchange agent and trustee, accounting and legal fees and printing costs, among others.

Accounting Treatment

    The Exchange Notes will be recorded at the same carrying value as the Outstanding Notes, which is face value, as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes as a result of the exchange offer. The expenses of the exchange offer will be deferred and charged to expense over the term of the Exchange Notes.

Consequences of Failure to Exchange

    The Outstanding Notes that are not exchanged for Exchange Notes pursuant to the exchange offer will remain restricted securities. Accordingly, the Outstanding Notes may be resold only:

(1)

to us upon redemption thereof or otherwise;



(2)

so long as the Outstanding Notes are eligible for resale pursuant to Rule 144A, to a person inside the United States whom the seller reasonably believes is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act in a transaction meeting the requirements of Rule 144A, in accordance with Rule 144 under the Securities Act, or pursuant to another exemption from the registration requirements of the Securities Act, which other exemption is based upon an opinion of counsel reasonably acceptable to us;



(3)

outside the United States to a foreign person in a transaction meeting the requirements of Rule 904 under the Securities Act; or



(4)

pursuant to an effective registration statement under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States.

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Resale of the Exchange Notes

    With respect to resales of Exchange Notes, based on interpretations by the Staff of the SEC set forth in no-action letters issued to third parties, we believe that a holder or other person who receives Exchange Notes, whether or not the person is the holder, other than a person that is our affiliate within the meaning of Rule 405 under the Securities Act, in exchange for Outstanding Notes in the ordinary course of business and who is not participating, does not intend to participate, and has no arrangement or understanding with any person to participate, in the distribution of the Exchange Notes, will be allowed to resell the Exchange Notes to the public without further registration under the Securities Act and without delivering to the purchasers of the Exchange Notes a prospectus that satisfies the requirements of Section 10 of the Securities Act. However, if any holder acquires Exchange Notes in the exchange offer for the purpose of distributing or participating in a distribution of the Exchange Notes, the holder cannot rely on the position of the Staff of the SEC expressed in the no-action letters or any similar interpretive letters, and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction, unless an exemption from registration is otherwise available. Further, each broker-dealer that receives Exchange Notes for its own account in exchange for Outstanding Notes, where the Outstanding Notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the Exchange Notes.

SELECTED HISTORICAL FINANCIAL DATA OF IMC GLOBAL AND PHOSPHATE RESOURCE
PARTNERS LIMITED PARTNERSHIP

    Our selected historical consolidated financial data of IMC Global and Phosphate Resource Partners Limited Partnership ("PLP") with respect to each year in the five-year period ended December 31, 2000 is incorporated herein by reference to their Annual Reports on Form 10-K for the year ended December 31, 2000.

    Our ratio of earnings to fixed charges was 2.0x in 2000, 3.3x in 1998, 5.9x in 1997 and 8.9x in 1996. Our earnings were insufficient to cover fixed charges by $390.9 million in 1999. Our ratio of earnings to fixed charges was 1.1x for the six-month period ended June 30, 2001.

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INFORMATION REGARDING IMC PHOSPHATES COMPANY

Business Overview of IMC Phosphates Company

Company Profile

    IMC Phosphates Company ("IMC Phosphates") is one of the world's largest and lowest cost producers, marketers and distributors of phosphate crop nutrients and animal feed ingredients, with operations in central Florida and on the Mississippi River in Louisiana.

    IMC Phosphates' business includes the mining and sale of phosphate rock and the production, marketing and distribution of phosphate crop nutrients and animal feed ingredients. IMC Phosphates was formed as a joint venture partnership when PLP and IMC Global contributed their respective phosphate crop nutrients businesses to IMC Phosphates. IMC Phosphates, which is not a publicly traded company, is 41.5 percent owned by PLP and 58.5 percent by IMC Global.

Business Operations Information

    In 1999, IMC Global implemented a company-wide rightsizing program ("Rightsizing Program") which was designed to simplify and focus the core businesses through a facilities optimization and asset rightsizing program. In 1998, IMC Global initiated a plan to improve profitability ("Project Profit"). The initiative of Project Profit consisted primarily of a restructuring of operations at IMC Phosphates. For additional information on the Rightsizing Program and Project Profit, see Note 3 of IMC Phosphates' Notes to Consolidated Financial Statements in Part II, Item 8 "Financial Statements and Supplementary Data," of the PLP Annual Report on Form 10-K for the year ended December 31, 2000 which is incorporated herein by reference.

    The following discussion of business operations should be read in conjunction with the information contained in "Management's Discussion and Analysis of Financial Condition and Results of Operations" included herein.

    IMC Global is responsible for the operation of IMC Phosphates. Subject to the terms of the IMC Phosphates Partnership Agreement ("Partnership Agreement"), IMC Global has the sole authority to make certain decisions affecting IMC Phosphates, including: authorizing certain capital expenditures for expansion; incurring certain indebtedness; approving significant acquisitions and dispositions; and determining certain other matters. IMC Phosphates' operations consist of its phosphate crop nutrients business and its animal feed ingredients business.

    Net sales for IMC Phosphates were $1,246.8 million, $1,511.4 million and $1,736.9 million for the years ended December 31, 2000, 1999 and 1998, respectively. IMC Phosphates is a leading United States miner of phosphate rock, one of the primary raw materials used in the production of concentrated phosphates, with 18 million tons of annual capacity. IMC Phosphates is also a leading United States producer of concentrated phosphates with an annual capacity of approximately four million tons of phosphoric acid ("P₂O₅"). P₂O₅ is an industry term indicating a product's phosphate content measured chemically in units of phosphorous pentoxide. IMC Phosphates' concentrated phosphate products are marketed worldwide to crop nutrient manufacturers, distributors and retailers. Additionally, IMC Phosphates is one of the world's foremost producers and marketers of phosphate and potash based animal feed ingredients with a total annual capacity approaching 0.8 million tons.

    IMC Phosphates' facilities, which produce concentrated phosphates and animal feed ingredients, are located in central Florida and Louisiana. Its annual capacity represents approximately 30 percent of total United States concentrated phosphate production capacity and approximately nine percent of world capacity. The Florida concentrated phosphate facilities consist of two plants: New Wales and South Pierce. The New Wales complex is the largest concentrated phosphate plant in the world with an estimated annual capacity of 1.9 million tons of phosphoric acid (P₂O₅ equivalent). New Wales primarily produces three forms of concentrated phosphates and three forms of animal feed phosphates.

30

DAP, MAP and merchant grade phosphoric acid are the fertilizer derivatives, while Biofos®, Dynafos® and Multifos® are the animal feed derivatives. The South Pierce plant produces phosphoric acid and granular triple superphosphate ("GTSP"). Additionally, IMC Phosphates sources potassium raw materials from IMC Global production facilities and produces Dyna-K® and Dynamate®.

    The Louisiana concentrated phosphate facilities consist of three plants: Uncle Sam, Faustina and Taft. The Uncle Sam plant produces phosphoric acid, which is then shipped to the Faustina and Taft plants where it is used to produce DAP and granular monoammonium phosphate ("GMAP"). The Faustina plant manufactures phosphoric acid, DAP, GMAP and ammonia. The Taft facility manufactures DAP and GMAP. Concentrated phosphate operations are managed in order to balance IMC Phosphates' output with customer needs. IMC Phosphates suspended phosphoric acid production at its Faustina facility in November 1999 and suspended production at its Taft facility in July 1999 in response to reduced market demands and the depressed agricultural economy. In January 2001, IMC Phosphates indefinitely shut down all of its remaining operations in Louisiana until market conditions improve. In July 2001, IMC Phosphates substantially resumed its Louisiana phosphate production.

    Summarized below are descriptions of the principal raw materials used in the production of concentrated phosphates: phosphate rock, sulphur and ammonia.

Phosphate Rock

    All of IMC Phosphates' phosphate mines and related mining operations are located in central Florida. IMC Phosphates extracts phosphate ore through surface mining after removal of a ten to fifty foot layer of sandy overburden and then processes the ore at each of its beneficiation plants where the ore goes through washing, screening, sizing and flotation procedures designed to separate it from sands, clays and other foreign materials. IMC Phosphates currently maintains four operational mines.

    IMC Phosphates' rock production volume was 17.5 million tons, 16.4 million tons and 20.0 million tons for the years ended December 31, 2000, 1999 and 1998, respectively. Although IMC Phosphates sells phosphate rock to other crop nutrient and animal feed ingredient manufacturers, it primarily uses phosphate rock internally in the production of concentrated phosphates. Tons used internally, primarily in the manufacture of concentrated phosphates, totaled 12.0 million, 13.4 million and 14.8 million for the years ended December 31, 2000, 1999 and 1998, respectively, representing 69 percent, 82 percent and 74 percent, respectively, of total tons produced. Rock shipments to customers totaled 4.9 million, 4.8 million and 5.0 million tons for the years ended December 31, 2000, 1999 and 1998, respectively.

    IMC Phosphates estimates its proven reserves to be 473 million tons of phosphate rock as of December 31, 2000. IMC Phosphates owns approximately 62 percent of these reserves and controls the remainder through long-term lease, royalty or purchase option agreements. Reserve grades range from 58 percent to 78 percent bone phosphate of lime ("BPL"), with an average grade of 66 percent BPL. BPL is the standard industry term used to grade the quality of phosphate rock. The phosphate rock mined by IMC Phosphates in the last three years averaged 65 percent BPL, which management believes is typical for phosphate rock mined in Florida during this period. IMC Phosphates estimates its reserves based upon the performance of exploration core drilling as well as technical and economic analyses to determine that reserves so classified can be economically mined at market prices estimated to prevail during the next five years.

    IMC Phosphates also owns or controls phosphate rock resources in the southern extension of the central Florida phosphate district ("Resources"). Resources are mineralized deposits that may be economically recoverable. However, additional geostatistical analyses, including further explorations, permitting and mining feasibility studies, are required before such deposits may be classified as reserves. Based upon its preliminary analyses of these Resources, IMC Phosphates believes that these mineralized deposits differ in physical and chemical characteristics from those historically mined by IMC Phosphates but are similar to certain of the reserves being mined in current operations. These

31

Resources contain estimated recoverable phosphate rock of approximately 124 million tons. Some of these Resources are located in what may be classified as preservational wetland areas under standards set forth in current county, state and federal environmental protection laws and regulations. Consequently, IMC Phosphates' ability to mine these Resources may be restricted.

Sulphur

    A significant portion of IMC Phosphates' sulphur requirements has been provided by the sulphur subsidiary of McMoRan Exploration Company ("MMR") under a supply agreement with IMC Global. IMC Phosphates' remaining sulphur requirements are provided by market contracts. Additionally, IMC Global, CF Industries, Inc. and Cargill Fertilizer, Inc. have formed a joint venture to construct a facility for remelting sulphur for use at their respective Florida phosphate fertilizer operations. The remelter facility is expected to be operational in mid-2002.

Ammonia

    IMC Phosphates' ammonia needs are supplied by its Faustina ammonia production facility, when operating, and by world suppliers, primarily under annual and multi-year contracts. Production from the Faustina plant, which has an estimated annual capacity of 560,000 tons of anhydrous ammonia, is used internally to produce certain concentrated phosphates.

Sales and Marketing

    Domestically, IMC Phosphates sells its concentrated phosphates to crop nutrient manufacturers, distributors and retailers. IMC Phosphates also uses concentrated phosphates internally for the production of animal feed ingredients. Virtually all of IMC Phosphates' export sales of phosphate crop nutrients are marketed through the Phosphate Chemicals Export Association ("PhosChem"), a Webb-Pomerene Act organization, which IMC Phosphates administers on behalf of itself and two other member companies. PhosChem believes that its sales represent approximately 50 percent of total United States exports of concentrated phosphates. The countries that account for the largest amount of PhosChem's sales of concentrated phosphates include China, Australia, Thailand, India and Japan. During 2000, IMC Phosphates' exports of concentrated phosphates to Asia were 35 percent of total shipments, with China representing 26 percent of those shipments. IMC Phosphates, with a strong brand position in a $1.0 billion global market, also supplies phosphate and potassium based feed ingredients for poultry and livestock to markets in North America, Latin America and Asia.

    The table below shows IMC Phosphates' shipments of concentrated phosphates in thousands of dry product tons, primarily DAP:

		2000		1999		1998
		Tons	%	Tons	%	Tons	%
Domestic
	Customers	2,758	45	2,552	38	2,373	32
	Captive, to other IMC Global business units	—	—	92	1	563	8
		2,758	45	2,644	39	2,936	40
Export		3,372	55	4,055	61	4,377	60
Total shipments		6,130	100	6,699	100	7,313	100

    As of December 31, 2000, IMC Phosphates had contractual commitments from non-affiliated customers for the shipment of concentrated phosphates and phosphate rock amounting to approximately 2.6 million tons and 4.8 million tons, respectively, in 2001. Captive sales decreased in 1999 as a result of the sale of IMC Global's IMC AgriBusiness business unit ("AgriBusiness") in

32

April 1999. However, since April 1999, sales to the purchaser of AgriBusiness have been reflected as sales to customers. IMC Phosphates also had contractual commitments from non-affiliated customers for the shipment of phosphate feed and feed grade potassium products amounting to approximately 0.6 million tons in 2001.

Competition

    IMC Phosphates operates in a highly competitive global market. Among the competitors in the global phosphate crop nutrient market are domestic and foreign companies, as well as foreign, government-supported producers. Phosphate crop nutrient producers compete on price, product quality and innovation. Major integrated producers of feed phosphates and feed grade potassium are located in the United States and Europe. Many smaller producers are located in emerging markets around the world. Many of these smaller producers are not manufacturers of phosphoric acid and are required to purchase this raw material on the open market. Competition in this global market is also driven by price, quality and service.

Factors Affecting Demand

    IMC Phosphates' results of operations historically have reflected the effects of several external factors, which are beyond its control and have in the past produced significant downward and upward swings in operating results. Revenues are highly dependent upon conditions in the North American agriculture industry and can be affected by crop failure, changes in agricultural production practices and weather. Furthermore, IMC Phosphates' business is seasonal to the extent North American farmers and agricultural enterprises purchase more crop nutrient products during the spring and fall.

    IMC Phosphates' export sales to foreign customers are subject to numerous risks, including: fluctuations in foreign currency exchange rates and controls; expropriation and other economic, political and regulatory policies of local governments; and laws and policies affecting foreign trade and investment. Due to economic and political factors, customer needs can change dramatically from year to year.

Other Matters

Environmental Health and Safety Matters

    IMC Phosphates has adopted the following Environmental, Health and Safety ("EHS") Policy ("Policy"):

As a key to IMC Phosphates' success, IMC Phosphates is committed to the pursuit of excellence in health and safety, and environmental stewardship. Every employee will strive to continuously improve IMC Phosphates' performance and to minimize adverse environmental, health and safety impacts. IMC Phosphates will proactively comply with all environmental, health and safety laws and regulations.

    This Policy is the cornerstone of IMC Phosphates' comprehensive EHS plan ("EHS Plan") to achieve sustainable, predictable and verifiable EHS performance. Integral elements of the EHS Plan include: (i) improving IMC Phosphates' EHS procedures and protocols; (ii) upgrading its related facilities and staff; (iii) performing baseline and verification audits; (iv) formulating EHS improvement plans in response to EHS audits conducted by the IMC Global audit team; and (v) assuring management accountability. Each facility is in a different stage of EHS plan integration. IMC Phosphates uses its own internal audits as well as the results of audits conducted by IMC Global to confirm that each facility has implemented the EHS Plan and has achieved regulatory compliance, continuous EHS improvement and integration of EHS management systems into day-to-day business functions.

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    IMC Phosphates produces and distributes crop and animal nutrients. These activities subject IMC Phosphates to an evolving myriad of international, federal, state, provincial and local EHS laws which regulate, or propose to regulate: (i) product content; (ii) use of products by both IMC Phosphates and its customers; (iii) conduct of mining and production operations, including safety procedures followed by employees; (iv) management and handling of raw materials; (v) air and water quality impacts from IMC Phosphates' facilities; (vi) disposal of hazardous and solid wastes; and (vii) post-mining land reclamation. For new regulatory programs, it is difficult to ascertain future compliance obligations or estimate future costs until implementing regulations have been finalized and definitive regulatory interpretations have been adopted. IMC Phosphates intends to respond to these regulatory requirements at the appropriate time by implementing necessary modifications to facilities or operating procedures.

    IMC Phosphates has expended, and anticipates that it will continue to expend, substantial financial and managerial resources to comply with EHS standards. In 2001, environmental capital expenditures will total approximately $43.2 million, primarily related to: (i) modification or construction of wastewater treatment areas in Florida; (ii) modification and construction projects associated with phosphogypsum stacks at the concentrate plants in Florida and Louisiana; and (iii) remediation of contamination at current or former operations. Additional expenditures for land reclamation activities will total approximately $26.9 million. In 2002, IMC Phosphates expects environmental capital expenditures will be approximately $40.4 million and expenditures for land reclamation activities will be approximately $26.0 million. No assurance can be given that greater-than-anticipated EHS capital expenditures will not be required in 2001 or in the future. Based on current information, it is the opinion of management that IMC Phosphates' contingent liability arising from EHS matters, taking into account established reserves, will not have a material adverse effect on IMC Phosphates' financial position or results of operations.

Product Requirements and Impacts

    IMC Phosphates' primary businesses include the production and sale of crop and animal nutrients. International, federal, state and provincial standards: (i) require registration of many IMC Phosphates products before those products can be sold; (ii) impose labeling requirements on those products; and (iii) require producers to manufacture the products to formulations set forth on the labels. Various environmental, natural resource and public health agencies at all regulatory levels continue to evaluate alleged health and environmental impacts that might arise from the handling and use of products such as those manufactured by IMC Phosphates. The United States Environmental Protection Agency ("EPA"), the state of California and The Fertilizer Institute have each completed independent assessments of potential risks posed by crop nutrient materials. These assessments concluded that, based on the available data, crop nutrient materials generally do not pose harm to human health. It is unclear whether any further evaluations may result in additional standards or regulatory requirements for the producing industries, including IMC Phosphates or its customers. At this stage, it is the opinion of IMC Phosphates' management that the potential impact of these standards on the market for its products or on the expenditures that may be necessary to meet new requirements will not have a material adverse effect on IMC Phosphates' financial position or results of operations.

Operating Requirements and Impacts

Permitting

    IMC Phosphates holds numerous environmental, mining and other permits or approvals authorizing operation at each of its facilities. A decision by a government agency to deny or delay issuing a new or renewed permit or approval, or to revoke or substantially modify an existing permit or approval, could have a material adverse effect on IMC Phosphates' ability to continue operations at the affected facility. Expansion of IMC Phosphates' operations also is predicated upon securing the

34

necessary environmental or other permits or approvals. For instance, over the next two to six years, IMC Phosphates will be continuing its efforts to obtain permits in support of its anticipated Florida mining operations at the Ona and Pine Level properties. These properties contain in excess of 100 million tons of phosphate rock reserves. For years, IMC Phosphates has successfully permitted mining properties in Florida and anticipates that it will be able to permit these properties. Nevertheless, a denial of these permits or the issuance of permits with cost-prohibitive conditions would adversely impact IMC Phosphates by preventing it from mining at Ona or Pine Level.

Management of Residual Materials

    Mining and processing of phosphate rock generates residual materials that must be managed. Overburden and sand tailings from rock mining are used in reclamation. Phosphate processing generates phosphogypsum that is stored in phosphogypsum stack systems. IMC Phosphates has incurred and will continue to incur significant costs to manage its phosphate residual materials in accordance with environmental laws, regulations and permit requirements.

Restructuring Charges

    In connection with the Rightsizing Program, IMC Phosphates has discontinued mining or processing operations at a number of its facilities including the Payne Creek and Noralyn mines and the Nichols concentrates plant. Such discontinuation triggers decommissioning, closure and reclamation requirements under a number of Florida regulations and IMC Phosphates' permits. These activities were estimated to cost $41.0 million, for which reserves have been established. Although IMC Phosphates believes that it has reasonably estimated these costs, additional expenditures could be required to address unanticipated environmental conditions as they arise.

Remedial Activities

Remediation at IMC Phosphates Facilities

    Many of IMC Phosphates' facilities have been in operation for a number of years. The historical use and handling of regulated chemical substances, crop and animal nutrients and additives, or process tailings at these facilities by IMC Phosphates and predecessor operators have resulted in soil, surface water and groundwater contamination.

    At many of these facilities, spills or other unintended releases of regulated substances have occurred previously and potentially could occur in the future, possibly requiring IMC Phosphates to undertake or fund cleanup efforts. In some instances, IMC Phosphates has agreed, pursuant to consent orders with the appropriate governmental agencies, to undertake certain investigations, which currently are in progress, to determine whether remedial action may be required to address contamination. At other locations, IMC Phosphates has entered into consent orders with appropriate governmental agencies to perform required remedial activities that will address identified site conditions. Expenditures for these known conditions currently are not expected to be material. However, material expenditures by IMC Phosphates could be required in the future to remediate the contamination at these or at other current or former sites.

    IMC Phosphates believes that, pursuant to several indemnification agreements, it is entitled to at least partial, and in many instances complete, indemnification for the costs that it may expend to remedy environmental issues at certain facilities. These agreements address issues that resulted from activities occurring prior to IMC Phosphates' acquisition of facilities or businesses from parties including ARCO, Conoco, The Williams Companies, Kerr-McGee Inc. and certain other private parties. IMC Phosphates has already received and anticipates receiving amounts pursuant to the indemnification agreements for certain of its expenses incurred to date as well as future anticipated expenditures.

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    For further discussion of remedial activities, see Note 7 of IMC Phosphates' Notes to Consolidated Financial Statements in Part II, Item 8, "Financial Statements and Supplementary Data," of the PLP Annual Report on Form 10-K for the year ended December 31, 2000 which is incorporated herein by reference.

Remediation at Third-Party Facilities

    Along with impacting the sites at which IMC Phosphates has operated, parties have alleged that historic operations at IMC Phosphates sites have resulted in contamination to neighboring off-site areas or third-party facilities. In some instances, IMC Phosphates has agreed, pursuant to consent orders with appropriate governmental agencies, to undertake investigations, which currently are in progress, to determine whether remedial action may be required to address contamination. Remedial liability at these sites, either alone or in the aggregate, currently is not expected to be material to IMC Phosphates. As more information is obtained regarding these sites, this expectation could change.

    For further discussion of off-site remedial activities, see Note 7 of IMC Phosphates' Notes to Consolidated Financial Statements in Part II, Item 8, "Financial Statements and Supplementary Data," of the PLP Annual Report on Form 10-K for the year ended December 31, 2000 which is incorporated herein by reference.

Superfund

    The Comprehensive Environmental Response Compensation and Liability Act ("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, IMC Phosphates is involved or concluding involvement at less than five Superfund or equivalent state sites. IMC Phosphates' remedial liability at these sites, either alone or in the aggregate, is not currently expected to be material. As more information is obtained regarding these sites and the potentially responsible parties involved, this expectation could change.

Labor Relations

    IMC Phosphates MP, Inc. ("MP Co.") has three collective bargaining agreements with the affiliated local chapters of the same international union. As of December 31, 2000, approximately 90 percent of the hourly work force were covered under collective bargaining agreements.

Relationship Between IMC Phosphates and IMC Global

Management, Ownership and Employees

    IMC Phosphates has no employees. Substantially all individuals who perform services for IMC Phosphates are employed by MP Co. The managing partner of IMC Phosphates is MP Co. which is jointly owned by IMC Global and PLP and, through a management agreement, operates the business and affairs of IMC Phosphates. As of December 31, 2000, MP Co. had 3,217 employees. The work force consisted of 766 salaried employees, 2,450 hourly employees and one temporary or part-time employee.

    IMC Phosphates is 41.5 percent owned by PLP and 58.5 percent by IMC Global. In addition, as of December 31, 2000, IMC Global held partnership interests that represented an approximate 51.6 percent interest in PLP. IMC Global serves as General Partner of PLP and the management and officers of IMC Global perform all PLP management functions and carry out the activities of PLP. As a result of IMC Global's position as General Partner of PLP and of its ownership interests in IMC Phosphates, MP Co. and PLP, IMC Global has the ability to control all matters relating to the management of IMC Phosphates, including any determination with respect to the acquisition or

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disposition of IMC Phosphates' assets, future issuance of additional debt or other securities of IMC Phosphates and any distributions payable in respect of IMC Phosphates' partnership interests.

Financing Arrangements

    Reference is made to the information set forth in "Management's Discussion and Analysis of Financial Condition and Results of Operations—Capital Resources and Liquidity," which is included herein and Note 5 of IMC Phosphates' Notes to Consolidated Financial Statements in Part II, Item 8, "Financial Statements and Supplementary Data," of the PLP Annual Report on Form 10-K for the year ended December 31, 2000 which is incorporated herein by reference.

Conflicts of Interest

    The nature of the respective businesses of IMC Phosphates and IMC Global and its affiliates may give rise to conflicts of interest between IMC Phosphates and IMC Global. Conflicts could arise, for example, with respect to transactions involving potential acquisitions of businesses or mineral properties, the issuance of additional partnership interests, the determination of distributions to be made by IMC Phosphates, the allocation of general and administrative expenses between IMC Global and IMC Phosphates and other business dealings between IMC Phosphates and IMC Global and its affiliates. Except in cases where a different standard may have been provided for, IMC Global has a general duty to act in good faith and to exercise rights of control in a manner that is fair and reasonable. In resolving conflicts of interest, IMC Phosphates' Partnership Agreement permits IMC Global to consider the relative interest of each party to a potential conflict situation which, under certain circumstances, could include the interest of IMC Global and its other affiliates.

Legal Proceedings

    For information on legal and environmental proceedings, see Note 7 of IMC Phosphates' Notes to Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data," of the PLP Annual Report on Form 10-K for the year ended December 31, 2000 which is incorporated herein by reference.

Selected Financial Data

Financial Statements and Notes to Consolidated Financial Statements

    The financial statements of IMC Phosphates are set forth in Part II, Item 8, "Financial Statements and Supplementary Data," of the PLP Annual Report on Form 10-K for the year ended December 31, 2000 and Part I, Item 1, "Financial Statements," of the PLP Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 which are both incorporated herein by reference.

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Five Year Comparison(a)

(Dollars in millions)

	Year ended December 31
	2000(b)		1999(c)		1998(d)		1997		1996
Statement of Operations Data:
Net sales	$	1,246.8	$	1,511.4	$	1,736.9	$	1,666.9	$	1,845.3
Gross margins	$	101.9	$	254.5	$	386.2	$	335.3	$	446.8
Operating earnings	$	58.2	$	88.3	$	209.9	$	286.7	$	401.3
Earnings before cumulative effect of a change in accounting principle	$	41.7	$	83.1	$	202.3	$	281.4	$	397.9
Earnings	$	41.7	$	76.9	$	202.3	$	281.4	$	397.9
Balance Sheet Data (as of December 31):
Total assets	$	1,654.3	$	1,721.7	$	1,893.5	$	1,855.8	$	1,784.8
Long-term debt, including current portion	$	82.1	$	219.1	$	241.5	$	154.6	$	124.1
Partners' capital	$	1,002.2	$	1,027.2	$	1,197.0	$	1,302.6	$	1,351.6

(a)

For detail related to special items, see IMC Phosphates' Notes to Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data," of the PLP Annual Report on Form 10-K for the year ended December 31, 2000 which is incorporated herein by reference.

(b)

Operating results included a net restructuring gain of $1.2 million related to the sale of assets previously written off as part of Project Profit. This activity was recorded as a reduction of the restructuring charge previously recognized.

(c)

Operating results from continuing operations included special charges of $133.5 million related to the Rightsizing Program and additional asset write-offs.

(d)

Operating results from continuing operations included special charges of $148.8 million primarily related to Project Profit.

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Quarterly Results (Unaudited)(a)

(Dollars in millions)

Quarter	First		Second		Third			Fourth			Year
2000
Net sales	$	335.3	$	287.4	$	231.5		$	392.6		$	1,246.8
Gross margins	$	44.0	$	29.6	$	12.9		$	15.4		$	101.9
Operating earnings(b)(c)	$	32.9	$	21.3	$	0.5		$	3.5		$	58.2
Earnings (loss)	$	29.6	$	17.5	$	(3.2	)	$	(2.2	)	$	41.7
1999
Net sales	$	421.3	$	434.4	$	342.4		$	313.3		$	1,511.4
Gross margins	$	96.1	$	88.8	$	50.3		$	19.3		$	254.5
Operating earnings (loss)(d)	$	87.3	$	79.8	$	40.8		$	(119.6	)	$	88.3
Earnings (loss) before cumulative effect of a change in accounting principle	$	88.0	$	76.6	$	37.4		$	(118.9	)	$	83.1
Earnings (loss)	$	81.8	$	76.6	$	37.4		$	(118.9	)	$	76.9

(a)

For detail related to special items, see IMC Phosphates' Notes to Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data," of the PLP Annual Report on Form 10-K for the year ended December 31, 2000 which is incorporated herein by reference.

(b)

Second quarter results included a restructuring gain of $2.5 million related to the sale of assets previously written off as part of Project Profit. This activity was recorded as a reduction of the restructuring charge previously recognized.

(c)

Third quarter results included a restructuring charge of $1.3 million related to assets written down to their estimated fair market value as a part of Project Profit. Those assets were sold for less than their remaining book value and the difference was recorded as an increase in the restructuring charge previously recognized.

(d)

Fourth quarter results included special charges of $133.5 million related to the Rightsizing Program and additional asset write-offs.

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Management's Discussion and Analysis of Financial Condition and Results of Operations

Three months ended June 30, 2001 vs. three months ended June 30, 2000

    IMC Phosphates' net sales for the second quarter of 2001 decreased by five percent to $273.2 million compared to $287.4 million for the same period last year largely as a result of lower phosphate rock volumes and unfavorable concentrated phosphates product mix, partially offset by higher average sales realizations. Decreased phosphate rock volumes as well as lower shipments of concentrated phosphates, primarily DAP and granular triple superphosphate, unfavorably impacted net sales by $6.7 million and $5.7 million, respectively. Average DAP prices increased two percent to $132 per short ton in the second quarter of 2001 from $130 per short ton in the second quarter of 2000.

    Gross margins decreased 98 percent to $0.6 million for the second quarter of 2001 compared to $29.6 million for the second quarter of last year. This decrease was mainly the result of higher idle plant costs associated with temporary production cutbacks, unfavorable rock operations from reduced production volumes and lower sales volumes. All Louisiana phosphate production was shut down during the current quarter, representing approximately 45 percent of annualized DAP capacity.

    Interest expense for the second quarter of 2001 increased $1.4 million to $5.0 million from $3.6 million as a result of increased working capital borrowings from IMC Global.

    Other expense, net for the second quarter of 2001 fluctuated by $3.0 million from $0.2 in the prior year to $3.2 million in the current period primarily as a result of the unfavorable impact of ineffective natural gas hedges.

Six months ended June 30, 2001 vs. six months ended June 30, 2000

    IMC Phosphates' net sales for the first six months of 2001 decreased by eight percent to $572.5 million compared to $622.7 million for the same period last year largely as a result of lower concentrate and rock volumes, partially offset by higher average sales realizations. Decreased shipments of concentrated phosphates, primarily DAP, and lower rock volumes unfavorably impacted net sales by $40.6 million and $9.8 million, respectively. Higher average concentrate sales prices, driven by higher average DAP realizations, positively impacted net sales by $7.3 million. Average DAP prices increased three percent to $135 per short ton for the first six months of 2001 from $131 per short ton for the first six months of 2000.

    Gross margins, excluding special charges of $2.4 million, decreased 82 percent to $13.4 million for the first six months of 2001 compared to $73.6 million for the first six months of the prior year. This decrease was mainly the result of higher idle plant costs associated with temporary production cutbacks, increased raw material costs, principally ammonia, unfavorable rock operations as a result of reduced production volumes and lower sales volumes, partially offset by lower sulphur costs coupled with higher average selling prices. All Louisiana phosphate production was shut down during the current six months, representing approximately 45 percent of annualized DAP capacity.

    Interest expense for the first six months of 2001 increased $1.2 million to $8.3 million from $7.1 million as a result of increased working capital borrowings from IMC Global.

    Other expense, net for the first six months of 2001 increased $5.6 million from zero in the prior year to $5.6 million in the current period primarily as a result of fees associated with an accounts receivables securitization in the third quarter of 2000 coupled with the unfavorable impact of ineffective natural gas hedges.

2000 Compared to 1999

    IMC Phosphates' net sales of $1,246.8 million in 2000 decreased 18 percent from $1,511.4 million in 1999. Lower average sales realizations of concentrated phosphates, particularly DAP, unfavorably

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impacted net sales by $165.0 million. Average DAP prices for 2000 fell 16 percent to $134 per short ton as compared to an average price of $160 per short ton for the twelve months of 1999. Decreased shipments of concentrated phosphates unfavorably impacted net sales by an additional $99.0 million. The majority of the volume decline resulted from decreased shipments of DAP which were lower by approximately 25 percent. The decrease in DAP volumes resulted principally from reduced international demand, primarily from Asia. Partially offsetting the decreased DAP volumes were higher domestic and international shipments of 11 percent for both GMAP and GTSP, resulting from increased marketing efforts.

    Gross margins in 2000 of $101.9 million fell 62 percent from $265.8 million in 1999, excluding special charges of $11.3 million (see Special Charges). This decrease was primarily a result of the decreased prices and volumes discussed above, unfavorable raw material costs and higher idle plant costs. These unfavorable factors were partially offset by savings realized from the Rightsizing Program and Project Profit, which exceeded $70.0 million, and lower sulphur costs driven by a market oversupply. During 2000, the significant rise in the price of natural gas, a major component of production cost, negatively affected gross margins. Additionally, the higher idle plant costs incurred in 2000 were a result of the temporary idling of certain operations in Louisiana during the year. The Louisiana phosphate operations were temporarily idled at selected intervals in the third and fourth quarters of 2000 to balance market supply and demand.

    Other expense, net of $3.0 million in 2000 fluctuated from other income of $8.3 million in 1999 primarily as a result of the absence of a gain on the sale of an investment in the first quarter of 1999 and the inclusion of a loss recognized on the securitization of accounts receivable in 2000.

1999 Compared to 1998

    IMC Phosphates' net sales of $1,511.4 million in 1999 decreased 13 percent from $1,736.9 million in 1998. Lower average sales realizations of concentrated phosphates, particularly DAP, unfavorably impacted net sales by $125.0 million. DAP prices decreased throughout 1999 to a low, as of December 31, 1999, of approximately $130 per short ton as a result of the depressed agricultural economy. Decreased shipments of concentrated phosphates unfavorably impacted net sales by an additional $109.6 million. The majority of the volume decline resulted from decreased shipments of DAP and GTSP. The decline in domestic DAP and GTSP volumes was a result of lower agricultural commodity prices and the depressed agricultural economy. Internationally, decreased DAP volumes primarily resulted from reduced demand caused by lower crop purchases as a result of low grain prices and higher customer inventories. Partially offsetting these declines were improved volumes of animal feed ingredients.

    Gross margins in 1999 of $265.8 million, excluding special charges of $11.3 million, fell 34 percent from $405.2 million in 1998, excluding special charges of $19.0 million (see Special Charges). This decrease was primarily a result of the decreased prices and volumes discussed above, partially offset by favorable raw material costs and savings realized from Project Profit.

    Other income, net for 1999 of $8.3 million increased by $4.2 million from $4.1 million in 1998 primarily as a result of a gain on the sale of an investment in the first quarter of 1999.

Special Charges

    During the fourth quarter of 1999, IMC Global implemented the Rightsizing Program, which was designed to simplify and focus IMC Phosphates' core businesses. The key components of the Rightsizing Program were: (i) the shutdown and permanent closure of the Nichols and Payne Creek facilities resulting from an optimization program that will reduce rock and concentrate production costs through higher utilization rates at the lowest-cost facilities; and (ii) headcount reductions. In conjunction with the Rightsizing Program, IMC Phosphates recorded a special charge of $126.0 million

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in the fourth quarter of 1999. For activity related to the Rightsizing Program, see Note 3 of IMC Phosphates' Consolidated Financial Statements in Part II, Item 8, "Financial Statements and Supplementary Data," of the PLP Annual Report on Form 10-K for the year ended December 31, 2000 which is incorporated herein by reference.

    In addition, during the fourth quarter of 1999, and in connection with the Rightsizing Program, IMC Phosphates undertook a detailed review of its accounting records and valuation of various assets and liabilities. As a result, IMC Phosphates recorded a special charge of $7.5 million related to asset write-offs. This entire charge was included in Cost of goods sold.

    During the fourth quarter of 1998, IMC Global developed and began execution of Project Profit. Project Profit was comprised of four major initiatives: (i) the combination of certain activities within IMC Global's potash and phosphates business units in an effort to realize certain operating and staff function synergies; (ii) restructuring of the phosphate rock mining and concentrated phosphate production/distribution operations and processes in an effort to reduce costs; (iii) simplification of current business activities by eliminating businesses not deemed part of IMC Phosphates' core competencies; and (iv) reduction of headcount. In conjunction with Project Profit, IMC Phosphates recorded a special charge of $148.8 million in the fourth quarter of 1998. For activity related to Project Profit, see Note 3 of IMC Phosphates' Consolidated Financial Statements in Part II, Item 8, "Financial Statements and Supplementary Data," of the PLP Annual Report on Form 10-K for the year ended December 31, 2000 which is incorporated herein by reference.

Capital Resources and Liquidity

June 30, 2001 vs. June 30, 2000

    Net cash used in operating activities totaled $186.3 million for the first six months of 2001 versus net cash provided by operating activities of $40.7 million for the same period in 2000. The increase in net cash used in operating activities was primarily attributable to the depressed agricultural economy which reduced earnings.

    Net cash used in investing activities for the six month period ended June 30, 2001 totaled $41.0 million compared with $23.4 million for the same period in 2000. The increased use of cash was attributable to an increase in capital expenditures of $17.5 million.

    Net cash provided by financing activities for the six month period ending June 30, 2001 was $220.6 million compared to net cash used in financing activities of $21.7 million for the same period in 2000. The fluctuation was attributable to an increase in net debt proceeds of $198.9 million primarily attributable to working capital needs.

2000 vs. 1999

    Net cash provided by operating activities in 2000 was $211.4 million compared with $385.3 million in 1999. The reduction of $173.9 million was mainly attributable to the depressed agricultural economy that reduced earnings which, in turn, reduced cash distributions.

    Net cash used in investing activities in 2000 of $72.1 million decreased $11.5 million from $83.6 million in 1999. The decrease was primarily the result of a reduction in capital expenditures partially offset by reduced proceeds from the sale of property, plant and equipment. Capital expenditures in 2000 were $75.3 million compared with $94.9 million in 1999.

    Net cash used in financing activities in 2000 was $137.0 million compared with $300.5 million in 1999. The decrease of $163.5 million was mainly attributable to there being no distributions to partners in 2000 while $275.0 million was distributed in 1999, partially offset by increased net debt payments of $111.5 million.

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Financing Activities

    IMC Phosphates relies on borrowings from IMC Global as a principal source of liquidity. IMC Global, in turn, relies primarily on its $500.0 million senior secured credit facility, which is described in detail below.

    On May 17, 2001, IMC Global entered into a new $500.0 million senior secured credit facility ("New Credit Facilities") and issued $600.0 million of senior unsecured notes. The proceeds of this offering and of the initial borrowings under IMC Global's New Credit Facilities were used to repay all outstanding indebtedness under IMC Global's existing senior credit facilities and refinance outstanding letters of credit, to fund the tender offer for IMC Global's 6.625 percent senior notes due October 15, 2001, to pay related fees and expenses and for general corporate purposes. An additional $100.0 million of senior unsecured notes were issued on November 2, 2001.

    IMC Global entered into the New Credit Facilities pursuant to a credit agreement, dated as of May 17, 2001, with The Chase Manhattan Bank, as administrative agent and collateral agent, Goldman Sachs Credit Partners L.P, as Syndication Agent, and various other lenders party thereto ("Credit Agreement"). Pursuant to the Credit Agreement, IMC Global and certain of its domestic subsidiaries may borrow up to $500.0 million. The New Credit Facilities consist of a revolving credit facility ("Revolving Credit Facility") of up to $210.0 million available for revolving credit loans and letters of credit, and of a term loan facility ("Term Loan Facility") of $290.0 million. The Revolving Credit Facility will mature on May 17, 2006. The Term Loan Facility will mature on November 17, 2006. If IMC Global's 7.65 percent senior notes due 2005 and 6.55 percent senior notes due 2005 have not been fully refinanced prior to October 15, 2004, both the Revolving Credit Facility and the Term Loan Facility will mature on October 15, 2004. Prior to its maturity date, the funds borrowed under the Revolving Credit Facility may be borrowed, repaid and reborrowed without premium or penalty. Amounts repaid in respect of the Term Loan Facility may not be reborrowed.

    As of September 30, 2001, IMC Global had a total of $415.0 million drawn under the New Credit Facilities. Outstanding letters of credit as of September 30, 2001 totaled $57.9 million. As of September 30, 2001, the net available additional borrowings under the New Credit Facility were approximately $27.1 million.

    The commitment fees associated with the Revolving Credit Facility vary depending upon IMC Global's leverage ratio and may range from 37.5 basis points to 50.0 basis points. The current commitment fee rate is 50.0 basis points. Interest rates associated with the Term Loan Facility and the Revolving Credit Facility also vary depending upon IMC Global's leverage ratio. With respect to the Revolving Credit Facility, interest on such loans are calculated at either prime plus 125.0 to 200.0 basis points (depending on IMC Global's leverage ratio) or LIBOR plus 225.0 to 300.0 basis points (depending on IMC Global's leverage ratio). With respect to the Term Loan facility, interest on such loans are calculated at either prime plus 275.0 basis points or LIBOR plus 375.0 basis points. The Revolving Credit Facility and the Term Loan Facility currently bear interest at LIBOR plus 300.0 basis points and LIBOR plus 375.0 basis points, respectively.

    The New Credit Facilities are guaranteed by substantially all of IMC Global's direct or indirect domestic subsidiaries including IMC Phosphates, as well as IMC Global Canada Ltd., a Canadian corporation, IMC Global Potash Colonsay N.V., a Netherlands Antilles corporation, IMC Global Potash Holdings N.V., a Netherlands Antilles corporation, and IMC Global Netherlands B.V., a Netherlands corporation. The guaranty by IMC Phosphates and the Phosphate Subsidiaries (as such term is defined in the New Credit Facility) of the New Credit Facilities is subject to certain limitations tied to the amount of indebtedness and other monetary obligations owed by them to IMC Global and any of its other subsidiaries.

    The New Credit Facilities are secured by: (i) a pledge of certain equity interests and intercompany debt held by IMC Global or the subsidiary guarantors in their subsidiaries; (ii) a security interest in

43

accounts receivable and inventory; and (iii) mortgages on certain of IMC Global's potash mining and production facilities.

    The New Credit Facilities require IMC Global to meet certain financial tests, including but not limited to, a maximum total leverage ratio, a maximum secured leverage ratio, a minimum interest coverage ratio and a maximum ratio of the sum of certain secured obligations as of any date to the collateral coverage amount (as defined in the New Credit Facilities). In addition, the New Credit Facilities contain certain covenants which, among other things, limit the incurrence of additional indebtedness, investments, guarantees, dividends, transactions with affiliates, asset sales, acquisitions, capital expenditures, mergers and consolidations, liquidations and change of business, prepayments, repurchases and redemption of other indebtedness, liens, sale-leaseback transactions and encumbrances, hedging agreements, amendments of debt and certain other material agreements, and other matters customarily restricted by such agreements. The New Credit Facilities also contain customary events of default, including, but not limited to, payment defaults, breaches of representations and warranties, covenant defaults, cross default and cross acceleration to certain other material agreements or indebtedness, certain events of bankruptcy and insolvency, judgment defaults, invalidity of security interests supporting the new credit facilities and a change of control of IMC Global. Certain of the covenants and events of default are subject to exceptions, materiality qualifiers and baskets.

    Concurrent with the closing of the New Credit Facilities, IMC Global issued $400.0 million aggregate principal amount of 10.875 percent Senior Notes Due 2008 ("Seven Year Notes") and $200.0 million aggregate principal amount of 11.25 percent Senior Notes Due 2011 ("Ten Year Notes" and together with the Seven Year Notes, "Notes"). On November 2, 2001, IMC Global issued an additional $100.0 million of the Ten Year Notes. The Notes were sold in reliance on Rule 144A and Regulation S under the Securities Act of 1933 ("Securities Act"). Set forth below is a brief summary of certain material terms of the Notes.

    The Notes are guaranteed by the same subsidiaries of IMC Global that guaranteed the New Credit Facilities.

    Prior to the time that the Notes receive an investment grade rating from both Standard & Poor's Ratings Group and Moody's Investor's Services Inc. and certain other conditions are satisfied ("Fall-Away Event"), covenants contained in the indentures under which the Notes were issued will limit IMC Global's ability and the ability of its restricted subsidiaries to, among other things: (i) borrow money; (ii) pay dividends on, redeem or repurchase IMC Global's capital stock; (iii) make investments; (iv) sell assets (including provisions relating to the use of proceeds of such asset sales); (v) create restrictions on the payment of dividends or other amounts to IMC Global from its restricted subsidiaries; (vi) enter into transactions with affiliates; and (vii) expand into unrelated businesses. If IMC Global experiences specific kinds of changes of control prior to the Fall-Away Event, holders of the Notes will have the right to require IMC Global to purchase their Notes, in whole or in part, at a price equal to 101 percent of the principal amount thereon, together with any accrued or unpaid interest to the date of purchase.

    Notwithstanding the preceding paragraph, so long as any of the Notes are outstanding, covenants contained in the indentures limit IMC Global's ability and the ability of its restricted subsidiaries to, among other things: (i) create liens; (ii) enter into sale and leaseback transactions; and (iii) consolidate, merge or sell all or substantially all of its assets. In addition, so long as any Notes are outstanding, the indentures require, among other things, IMC Global to provide reports to holders of Notes and limit the ability of IMC Global's restricted subsidiaries to guarantee other debt.

    The Seven Year Notes may not be redeemed at IMC Global's option prior to their maturity. Some or all of the Ten Year Notes may be redeemed at IMC Global's option at any time on or after June 1, 2006 for a premium.

44

    The ongoing ability of IMC Global to meet its debt service and other obligations, including compliance with the financial and other covenants contained in the New Credit Facilities and the Notes, will depend upon the future performance of IMC Global, which will be subject to financial, business, and other factors, certain of which are beyond its control, such as prevailing economic and agricultural industry conditions and prices and other market conditions for IMC Global's products and upon IMC Global's ability to complete proposed major asset sales described herein on acceptable terms, if any.

    IMC Phosphates anticipates that its cash, other liquid assets, and operating cash flow, together with available borrowings from IMC Global, will be sufficient to meet its operating expenses and capital expenditures and service its debt requirements as they become due. However, the ongoing ability of IMC Phosphates to meet debt service and other obligations will depend upon its continued ability to obtain any necessary borrowings from IMC Global and IMC Global's continued ability to make such borrowings available and to maintain existing borrowings in place (all of which are made on a demand basis). Although IMC Global has no present intention to demand repayment of existing or future borrowings, IMC Global's ability to make available or maintain such borrowings may depend upon IMC Global's ongoing ability to meet its debt service and other obligations. IMC Global's ability to meet these obligations will be dependent upon the future performance of IMC Phosphates, IMC Global and its other subsidiaries, which in turn will be subject to financial, business and other factors, certain of which are beyond their control, such as prevailing economic and industry conditions, prices and other market conditions for their products and upon IMC Global's ability to complete proposed major asset sales on acceptable terms.

Contingencies

    Reference is made to Note 7 of IMC Phosphates' Notes to Consolidated Financial Statements in Part II, Item 8, "Financial Statements and Supplementary Data," of the PLP Annual Report on Form 10-K for the year ended December 31, 2000 which is incorporated herein by reference.

Environmental

    Reference is made to "Other Matters—Environmental, Health and Safety Matters," included herein.

Quantitative and Qualitative Disclosures about Market Risk

    IMC Phosphates is exposed to the impact of interest rate changes on borrowings and the impact of fluctuations in the purchase price of natural gas, ammonia and sulphur consumed in operations, as well as changes in the market value of its financial instruments. IMC Phosphates periodically enters into natural gas forward purchase contracts with maturities of typically one year or less to reduce the effects of changing raw material prices, but not for trading purposes. Gains and losses on these contracts are deferred until settlement and recorded as a component of underlying inventory costs when settled. The notional value of IMC Phosphates' natural gas forward purchase contracts was $1.1 million and $10.4 million as of December 31, 2000 and 1999, respectively. The market value of these contracts is estimated based on the amount that IMC Phosphates would receive or pay to terminate the contracts, and was not significantly different from the notional value as of December 31, 2000 and 1999. The impact of the settlement of these contracts resulted in a gain of $5.1 million in 2000 and was immaterial to IMC Phosphates in 1999 and 1998.

    IMC Phosphates conducted sensitivity analyses of these derivatives and other financial instruments assuming the following: (i) a one percentage point adverse change in interest rates; and (ii) a ten percent adverse change in the purchase price of natural gas, ammonia and sulphur from their actual levels as of December 31, 2000. Holding all other variables constant, the hypothetical adverse changes would not materially affect IMC Phosphates' financial position. IMC Phosphates has increased the

45

number of exchange-traded natural gas forward purchase contracts since December 31, 2000. A ten percent decrease from the forward purchase price of natural gas at June 30, 2001 would result in a $5.0 million loss in the value contracts. At June 30, 2001, none of IMC Phosphate's exposure to the other risk factors discussed above was significant nor had it materially changed from December 31, 2000. These analyses did not consider the effects of the reduced level of economic activity that could exist in such an environment and certain other factors. Further, in the event of a change of such magnitude, management would likely take actions to further mitigate its exposure to possible changes. However, due to the uncertainty of the specific actions that would be taken and their possible effects, the sensitivity analyses assumed no changes in IMC Phosphates' financial structure.

Directors and Executive Officers of the Registrant and Executive Compensation

    IMC Phosphates does not employ any executive officers; however, certain management functions are provided to IMC Phosphates by executive officers and other employees of MP Co. and its affiliates including IMC Global. No compensation was provided by IMC Phosphates to any executive officer of MP Co. or its affiliates for services rendered in any capacity in 2000. MP Co. provides services including through IMC Global or its other affiliates to IMC Phosphates as provided in the Partnership Agreement, for which IMC Phosphates pays MP Co. an Administrative Fee intended to compensate MP Co. for certain selling, administrative and other services provided by MP Co. or IMC Global or its other affiliates and charged through MP Co. to IMC Phosphates, and reimburses MP Co. at its cost for certain other services.

    For detail related to the amount of the Administrative Fee, see Note 1 of IMC Phosphates Notes to Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data," of the PLP Annual Report on Form 10-K for the year ended December 31, 2000 which is incorporated herein by reference.

Other Matters

Properties

    Information regarding the plant and properties of IMC Phosphates is included in "Business Overview of IMC Phosphates."

Submission of Matters to a Vote of Security Holders

    Not applicable

Market for IMC Phosphates' Common Stock and Related Stockholder Matters

    Not applicable

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

    None

Security Ownership of Certain Beneficial Owners and Management

    Not applicable

Certain Relationships and Related Transactions

    Reference is made to the information set forth in "Business Overview of IMC Phosphates—Other Matters—Relationship between IMC Phosphates and IMC Global," "Directors and Executive Officers of the Registrant and Executive Compensation," and Notes 4 and 5 of IMC Phosphates' Notes to Consolidated Financial Statements of the PLP Annual Report on Form 10-K for the year ended December 31, 2000 which is incorporated herein by reference.

46

DESCRIPTION OF NOTES

    You can find the definitions of certain terms used in this description under the subheading "Certain Definitions." In this description, the phrase "IMC Global" refers only to IMC Global Inc. and not to any of its subsidiaries.

    The Outstanding Notes issued in both May and November, 2001 were issued under indentures dated May 17, 2001 (collectively, the "Indenture"), among IMC Global, the Guarantors and The Bank of New York, as trustee (the "Trustee"). The Seven-Year Notes and the Ten-Year Notes are collectively referred to as the "Notes."

    The terms of the Notes include those stated in the Indenture as it relates to the Notes and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act").

    Any Notes that remain outstanding after completion of the exchange offer, together with the Exchange Notes issued in the exchange offer, will be treated as a single class of securities under the Indenture.

    The following description is a summary of the material provisions of the Indenture. It does not restate the Indenture in its entirety. We urge you to read the Indenture because it, and not this description, defines your rights as holders of the Notes. Unless otherwise required by the context, references in this description to the Notes include the Notes issued to the initial purchasers in a private transaction that is not subject to the registration requirements of the Securities Act and the Exchange Notes, which have been registered under the Securities Act. Copies of the Indenture will be available upon written request to IMC Global as described under "Where You Can Find More Information."

Brief Description of the Notes and the Note Guarantees

    The Notes are:

•

general unsecured obligations of IMC Global;



•

equal in right of payments to all existing and future unsecured obligations of IMC Global that are not, by their terms, expressly subordinated in right of payment to the Notes;



•

senior in right of payment to all future obligations of IMC Global that are, by their terms, expressly subordinated in right of payment to the Notes; and



•

effectively junior in right of payment to all of IMC Global's secured Indebtedness and other obligations to the extent of the value of the assets securing such Indebtedness and other obligations.

    The Note Guarantee of each Guarantor are:

•

general unsecured obligations of such Guarantor;



•

equal in right of payment to all existing and future unsecured obligations of such Guarantor that are not, by their terms, expressly subordinated in right of payment to such Note Guarantee;



•

senior in right of payment to any future obligations of such Guarantor that are, by their terms, expressly subordinated in right of payment to the Notes; and



•

effectively junior in right of payment to all of such Guarantor's secured Indebtedness and other obligations to the extent of the value of the assets securing such Indebtedness and other obligations.

    As of June 30, 2000, assuming that the sale of the Additional Ten-Year Notes and the sale of Salt and Ogden (and the use of proceeds therefrom) had occurred on that date, IMC Global and the

47

Guarantors would have had indebtedness on our consolidated balance sheet of approximately $2,039.0 million, of which approximately $171.9 million would have been secured and none of which would have been subordinated. In addition, IMC Global and the subsidiary guarantors will incur additional secured debt, including under the new revolving credit facility.

    At the time of the Notes were issued, all of the Subsidiaries of IMC Global were "Restricted Subsidiaries." However, under certain circumstances we will be permitted to designate certain of our Subsidiaries as "Unrestricted Subsidiaries." Unrestricted Subsidiaries will not be subject to many of the restrictive covenants in the Indenture. Since the time the Notes were issued, IMC Phosphates MP Inc. has been designated an Unrestricted Subsidiary.

Principal, Maturity and Interest

    On May 17, 2001, IMC Global issued $400.0 million aggregate principal amount of Seven-Year Notes. The Indenture provides for the issuance of additional Seven-Year Notes having identical terms and conditions to the Seven-Year Notes offered in this offering (the "Additional Seven-Year Notes"), subject to compliance with the covenants contained in the Indenture. Any Additional Seven-Year Notes will be part of the same issue as the Seven-Year Notes offered in May 2001 and will vote on all matters with the Seven-Year Notes offered in the May 2001 offering. The Seven-Year Notes mature on June 1, 2008.

    On May 17, 2001, IMC Global issued $200.00 million aggregate principal amount of May Ten-Year Notes. The Indenture provides for the issuance of additional Ten-Year Notes having identical terms and conditions to the Ten-Year Notes offered in this offering (the "Additional Ten-Year Notes"), subject to compliance with the covenants contained in the Indenture. Any Additional Ten-Year Notes will be part of the same issue as the Ten-Year Notes offered in May 2001 and will vote on all matters with the May Ten-Year Notes offered in the May 2001 offering. On November 2, 2001, IMC Global issued $100.0 million aggregate principal amount of Additional Ten-Year Notes. The May Ten-Year Notes and the Additional Ten-Year Notes are collectively referred to herein as the "Ten-Year Notes." The Ten-Year Notes mature on June 1, 2011.

    Notes were issued in denominations of $1,000 and integral multiples of $1,000.

    Interest on the Seven-Year Notes accrues at the rate of 10.875% per annum. Interest on the Ten-Year Notes accrues at the rate of 11.250% per annum. Interest is payable semi-annually in arrears on June 1 and December 1, commencing on December 1, 2001. IMC Global will make each interest payment to the holders of record of the Notes on the immediately preceding May 15 and November 15.

    Interest on the Notes accrues from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months.

Subsidiary Guarantees

    The Notes are jointly and severally guaranteed by the same Subsidiaries of IMC Global that guarantee the Credit Agreement. Most of the Domestic Subsidiaries are Guarantors. At June 30, 2001, the Guarantors accounted for approximately 80% of the total assets of IMC Global and its subsidiaries.

    The obligations of each Guarantor under its Note Guarantee are limited as necessary to prevent that Note Guarantee from constituting a fraudulent conveyance under applicable law.

    In addition, the obligations of the Phosphates Entities under their Note Guarantees are limited as follows. The obligations of PLP under its Note Guarantee and its guarantee of IMC Global's obligations that are secured under the collateral sharing agreement established pursuant to the Credit

48

Agreement (the "Credit Agreement Guarantee") are limited, in the aggregate, to the amount of all Indebtedness and other obligations owed by PLP to IMC Global and its Subsidiaries (other than any Phosphates Entity) as of the date of demand under such Note Guarantee and Credit Agreement Guarantee. As of June 30, 2001, this amount was $606.0 million. The obligations of each other Phosphates Entity under its Note Guarantee and Credit Agreement Guarantee are limited, in the aggregate, to the amount of all Indebtedness and other obligations owed by all Phosphates Entities (including PLP) to IMC Global and its Subsidiaries (other than any Phosphates Entity) as of the date of demand under such Note Guarantee and Credit Agreement Guarantee. As of June 30, 2001, this amount was $606.0 million (of which $332.0 million is owed by PLP, as noted above). In addition, no payment may be made by or claimed from a Phosphates Entity under its Note Guarantee until (1) the agent under the Credit Agreement has completed the exercise of remedies thereunder against the collateral owned by the Phosphates Entities and distributed the proceeds or (2) all obligations under the Credit Agreement have been satisfied. Neither IMC Global nor any of its Subsidiaries (other than any Phosphates Entity) is permitted to (1) forgive any Indebtedness or other obligations owing to it by any Phosphates Entity, or otherwise reduce the amount thereof (other than as a result of repayment thereof or as a result of payment by such Phosphates Entity under its Note Guarantee or Credit Agreement Guarantee), or (2) amend the terms of any such Indebtedness or obligations in any manner less favorable to IMC Global and its Subsidiaries (other than any Phosphates Entity). As a result of its designation as an Unrestricted Subsidiary, IMC Phosphates MP Inc. is no longer a Guarantor of the Notes and thus, is no longer subject to the above limitations.

    The Note Guarantee of any Restricted Subsidiary is automatically and unconditionally released and discharged upon any of the following:

•

any sale, exchange or transfer by IMC Global or any Restricted Subsidiary, to any Person that is not an Affiliate of IMC Global of at least 80% of the Capital Stock of, or all or substantially all the assets of, such Restricted Subsidiary, which sale, exchange or transfer is made in accordance with the Indenture; provided that if IMC Global or any Restricted Subsidiary intends to comply with the "Limitation on Asset Sales" covenant by making an investment or expenditure in Replacement Assets, IMC Global or such Restricted Subsidiary must deliver to the Trustee a written agreement that it will make such investment or expenditure within the time frame set forth in the "Limitation on Asset Sales" covenant;



•

the occurrence of the Fall-Away Event, but only if such Restricted Subsidiary (x) is released from all of its guarantees of IMC Global's obligations, including its Credit Agreement Guarantee (other than as a result of payment under any such guarantee) and (y) is not otherwise an obligor under the Credit Agreement; or



•

the designation of such Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the provisions of the Indenture.

    Not all of our Subsidiaries guarantee the Notes. Non-guarantor Subsidiaries have no obligations to make payments to us or in respect of the Notes. In the event of a bankruptcy, liquidation or reorganization of any non-guarantor Subsidiary, the creditors of such Subsidiary (including trade creditors) will generally be entitled to payment of their claims from the assets of such Subsidiary before any assets are made available for distribution to us as a stockholder. After paying its own creditors, a non-guarantor Subsidiary may not have any remaining assets available for payment to you as a holder of Notes. As a result, the Notes are effectively junior in right of payment to the obligations of non-guarantor Subsidiaries. At June 30, 2001, assuming that the sale of the Additional Ten-Year Notes had occurred on that date, the indebtedness of our non-guarantor Subsidiaries owed to third parties would have been approximately $14.0 million.

49

    Under the circumstances described in the "Limitation on Guarantees by Restricted Subsidiaries" covenant below, certain of our existing and future Restricted Subsidiaries that currently do not guarantee the Notes may be required to guarantee the Notes in the future.

Optional Redemption

Seven-Year Notes

    The Seven-Year Notes are not redeemable at the option of IMC Global prior to maturity.

Ten-Year Notes

    The Ten-Year Notes are not redeemable at the option of IMC Global prior to June 1, 2006. On or after June 1, 2006, IMC Global may redeem all or a part of the Ten-Year Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest on the Ten-Year Notes to be redeemed, if any, to the redemption date, if redeemed during the 12-month period beginning on June 1 in the years indicated below:

Year	Redemption Price
2006	105.625	%
2007	103.750	%
2008	101.875	%
2009 and thereafter	100.000	%

    IMC Global may acquire Notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise, so long as such acquisition does not otherwise violate the terms of the Indenture.

Repurchase at the Option of Holders upon Change of Control

    If a Change of Control occurs, each holder of Notes will have the right to require IMC Global to purchase all or any part (equal to $1,000 or an integral multiple thereof) of that holder's Notes pursuant to the offer described below (the "Change of Control Offer") and the other procedures required by the Indenture. In the Change of Control Offer, IMC Global will offer a payment (the "Change of Control Payment") in cash equal to 101% of the aggregate principal amount of the Notes purchased, plus accrued and unpaid interest on such Notes, if any, to the date of purchase (the "Change of Control Payment Date"). Within 30 days following any Change of Control, IMC Global will mail a notice to each holder describing the transaction(s) that constitute the Change of Control and offering to purchase Notes on the Change of Control Payment Date specified in such notice, pursuant to the procedures required by the Indenture and described in such notice. IMC Global will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable to the purchase of the Notes as a result of a Change of Control.

    On the Change of Control Payment Date, IMC Global will, to the extent lawful:

•

accept for payment all Notes or portions of Notes properly tendered in the Change of Control Offer;



•

deposit with the paying agent an amount equal to the Change of Control Payment for all Notes or portions of Notes tendered; and

50

•

deliver or cause to be delivered to the Trustee the Notes so accepted together with an officers' certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by IMC Global.

    The paying agent will promptly mail to each holder of Notes tendered the Change of Control Payment for them, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Each such new Note will be in a principal amount of $1,000 or an integral multiple of $1,000.

    Except as described above with respect to a Change of Control, the Indenture does not contain provisions that permit the holders of Notes to require that IMC Global purchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

    IMC Global will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by IMC Global and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

    Notwithstanding the foregoing, IMC Global will not be required to make a Change of Control Offer, as provided above, if, in connection with or in contemplation of any Change of Control, it has made an offer to purchase (an "Alternate Offer") any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of such Alternate Offer.

    The definition of Change of Control includes a phrase relating to the sale, lease, transfer, conveyance or other disposition of "all or substantially all" of the assets of IMC Global and its Restricted Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of Notes to require IMC Global to repurchase such Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of IMC Global and its Restricted Subsidiaries taken as a whole to another Person or group may be uncertain.

    This covenant will not apply after the Fall-Away Event.

Selection and Notice

    If less than all of the Notes are to be redeemed at any time, the Trustee will select Notes for redemption as follows:

•

if the Notes are listed, in compliance with the requirements of the principal national securities exchange on which the Notes are listed; or



•

if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate.

    No Notes of $1,000 or less will be redeemed in part. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of Notes to be redeemed at its registered address.

    If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for

51

redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption.

Fall-Away Event

    After the Fall-Away Event, the provisions of the Indenture described under "Repurchase at the Option of Holders upon Change of Control" and "Certain Covenants Before Fall-Away Event" will not apply. The provisions of the Indenture described under "Certain Covenants Before and After Fall-Away Event" will apply at all times so long as any Notes remain outstanding. In addition, the Note Guarantee of each Restricted Subsidiary will be automatically and unconditionally released and discharged upon the occurrence of the Fall-Away Event, but only if such Restricted Subsidiary (x) is released from all of its guarantees of IMC Global's obligations, including its Credit Agreement Guarantee (other than as a result of payment under any such guarantee) and (y) is not otherwise an obligor under the Credit Agreement.

    The "Fall-Away Event" shall be deemed to have occurred when:

(1)

the Notes have Investment Grade Ratings from both Rating Agencies;



(2)

no Default has occurred and is continuing; and



(3)

IMC Global has delivered an officers' certificate to the Trustee certifying that the conditions set forth in clauses (1) and (2) above are satisfied.

Certain Covenants Before Fall-Away Event

    Set forth below are summaries of certain covenants contained in the Indenture that will apply before the Fall-Away Event occurs.

    Limitation on Incurrence of Additional Indebtedness.  IMC Global will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur any Indebtedness other than Permitted Indebtedness; provided, however, that if no Default has occurred and is continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, IMC Global or any Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of IMC Global is at least 2.0 to 1.0 (the "Coverage Ratio Exception").

    IMC Global will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of IMC Global unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of IMC Global.

    No Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Guarantor.

    Notwithstanding any other provision in this covenant, the maximum amount of Indebtedness that IMC Global or any Restricted Subsidiary may incur pursuant to this covenant shall not be deemed to

52

be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this covenant:

    (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and

    (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of Permitted Indebtedness or is entitled to be incurred pursuant to the Coverage Ratio Exception, IMC Global shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this covenant (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of Permitted Indebtedness) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of Permitted Indebtedness (provided that at the time of reclassification it meets the criteria in such category or categories).

    This covenant will not apply after the Fall-Away Event.

    Limitation on Restricted Payments.  IMC Global will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, make any Restricted Payment if at the time of such Restricted Payment or immediately after giving effect thereto,

(A)

a Default has occurred and is continuing;



(B)

IMC Global is not able to incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception; or



(C)

the aggregate amount of Restricted Payments made after the Issue Date, including the fair market value as reasonably determined in good faith by the Board of Directors of IMC Global of non-cash amounts constituting Restricted Payments, shall exceed the sum of, without duplication,



(1)

50% of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) of IMC Global from the beginning of the fiscal quarter in which the Issue Date occurs through the last day of the most recently ended fiscal quarter for which internal financial statements are available at the time of the Restricted Payment (treating such period as a single accounting period); plus

(2)

100% of the aggregate net cash proceeds received by IMC Global from any Person (other than a Subsidiary of IMC Global) from the issuance and sale subsequent to the Issue Date of Qualified Capital Stock of IMC Global; plus

(3)

the amount by which Indebtedness of IMC Global or any of its Restricted Subsidiaries incurred after the Issue Date is reduced on IMC Global's consolidated balance sheet upon the conversion or exchange (other than by a Subsidiary of IMC Global) of such Indebtedness into Qualified Capital Stock plus the net proceeds (including the fair market value of assets other than cash) received by IMC Global from the issuance and sale of convertible or exchangeable Disqualified Capital Stock that has been converted into or exchanged for Qualified Capital Stock (other than Disqualified Capital Stock sold to a Subsidiary of IMC Global), in each case, less the amount of any cash, or the fair market value of any other assets, distributed by IMC Global or any of its Restricted Subsidiaries upon such conversion or exchange; plus

53

(4)

to the extent not otherwise included in the calculation of Consolidated Net Income for purposes of clause (1) above, 100% of the aggregate net proceeds (including the fair market value of assets other than cash) received by IMC Global or any of its Restricted Subsidiaries upon the sale or other disposition of any Investment made by IMC Global and its Restricted Subsidiaries since the Issue Date; provided, however, that the foregoing sum shall not exceed, in the case of any investee, the aggregate amount of Investments previously made (and treated as a Restricted Payment) by IMC Global or any of its Restricted Subsidiaries in such investee subsequent to the Issue Date; plus

(5)

to the extent not otherwise included in the calculation of Consolidated Net Income for purposes of clause (1) above, an amount equal to the sum of (x) the net reduction in Investments in Unrestricted Subsidiaries of IMC Global resulting from dividends, repayments of loans or advances or other transfers of assets, in each case to IMC Global or any of its Restricted Subsidiaries from Unrestricted Subsidiaries of IMC Global, and (y) the fair market value of the net assets of an Unrestricted Subsidiary of IMC Global at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary multiplied by IMC Global's proportionate interest in such Subsidiary; provided, however, that the foregoing sum shall not exceed, in the case of any Unrestricted Subsidiary, the aggregate amount of Investments previously made (and treated as a Restricted Payment) by IMC Global or any of its Restricted Subsidiaries in such Unrestricted Subsidiary subsequent to the Issue Date.

    Notwithstanding the foregoing, the provisions set forth in the immediately preceding paragraph do not prohibit:

(1)

the payment of any dividend within 90 days after the date of declaration of such dividend if the dividend would have been permitted on the date of declaration;



(2)

the acquisition of any Capital Stock of IMC Global, either (A) solely in exchange for Qualified Capital Stock of IMC Global or (B) if no Default has occurred and is continuing, through the application of the net proceeds of a substantially concurrent issuance and sale for cash (other than to a Subsidiary of IMC Global) of Qualified Capital Stock of IMC Global;



(3)

the acquisition of any Indebtedness of IMC Global or any Guarantor that is subordinate or junior in right of payment to the Notes or the Note Guarantee of such Guarantor, as the case may be, either (A) solely in exchange for Qualified Capital Stock of IMC Global or Refinancing Indebtedness in respect of such Indebtedness, or (B) if no Default has occurred and is continuing, through the application of net proceeds of a substantially concurrent sale or incurrence for cash (other than to a Subsidiary of IMC Global) of (x) Qualified Capital Stock of IMC Global or (y) Refinancing Indebtedness in respect of such Indebtedness;



(4)

if no Default has occurred and is continuing or would occur as a consequence thereof, the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Capital Stock) issued on or after the Issue Date; provided that, at the time of such issuance, IMC Global, after giving effect to such issuance on a pro forma basis, would be able to incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception;



(5)

repurchases of Capital Stock deemed to occur upon the exercise of stock options if such Capital Stock represents a portion of the exercise price thereof and repurchases of Capital Stock deemed to occur upon the withholding of a portion of the Capital Stock granted or awarded to an employee to pay for the taxes payable by such employee upon such grant or award; and

54

(6)

additional Restricted Payments in an aggregate amount not to exceed $60.0 million since the Issue Date.

Issuances of Capital Stock pursuant to any clause in this paragraph shall not increase the amount available for Restricted Payments under clause (C) of the immediately preceding paragraph.

    Not later than the date of making any Restricted Payment pursuant to clause (C) of the second preceding paragraph, IMC Global shall deliver to the Trustee an officers' certificate stating that such Restricted Payment complies with the Indenture and setting forth in reasonable detail the basis upon which the required calculations were computed.

    This covenant will not apply after the Fall-Away Event.

    Limitation on Asset Sales.  IMC Global will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1)

IMC Global or the applicable Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets that are sold or otherwise disposed of, as reasonably determined in good faith by IMC Global's Board of Directors; and



(2)

at least 75% of the consideration received by IMC Global or the applicable Restricted Subsidiary from the Asset Sale is in the form of cash or Cash Equivalents; provided that in the case of the sale of all of the IMC Salt Business Unit and Ogden, in the alternative, up to 35% of the consideration received by IMC Global or the applicable Restricted Subsidiary in the sale may be in the form of Capital Stock of the Person that will hold the IMC Salt Business Unit and Ogden following the Asset Sale if the remainder is in the form of cash or Cash Equivalents; provided, further, that the requirement in this clause (2) shall not apply in the case of the sale of all or any part of the IMC Chemicals Business Unit.

For the purposes of clause (2) above, the amount of any Indebtedness shown on the most recent applicable balance sheet of IMC Global or the applicable Restricted Subsidiary, other than Indebtedness that is by its terms subordinated to the Notes or any Note Guarantee, that is assumed by the transferee of any such assets will be deemed to be cash.

    Additionally, IMC Global or such Restricted Subsidiary, as the case may be, must apply the Net Cash Proceeds from each Asset Sale to:

•

repay Indebtedness under the Credit Agreement;



•

repay (including by purchase) secured obligations;



•

repay (including by purchase) any Indebtedness of any Restricted Subsidiary that is not a Guarantor;



•

make an investment in or expenditures for assets (including Capital Stock of any entity) that replace the assets that were the subject of the Asset Sale or in assets (including Capital Stock of any entity) that will be used in the business of IMC Global and its Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto ("Replacement Assets"); and/or



•

in the case of Net Cash Proceeds from the sale of any of the Specified Discontinued Businesses only, repay (including by purchase) IMC Global's outstanding 7.40% notes due 2002, 6.50% notes due 2003, 6.55% notes due 2005 and/or 7.625% notes due 2005, or place into escrow funds that will be used solely to repay such notes.

    Any Net Cash Proceeds that IMC Global does not apply, or decides not to apply, in accordance with the preceding paragraph will constitute a "Net Proceeds Offer Amount." The 366th day after an Asset Sale or any earlier date on which the Board of Directors of IMC Global determines not to apply the Net Cash Proceeds in accordance with the preceding paragraph is a "Net Proceeds Offer Trigger

55

Date." When the aggregate Net Proceeds Offer Amount is equal to or exceeds $25.0 million, IMC Global must make an offer to purchase (the "Net Proceeds Offer") on a date that is not less than 30 days nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from

•

all holders of Notes and



•

all holders of other Indebtedness ("Other Indebtedness") that

    —is not, by its terms, expressly subordinated in right of payment to the Notes and

    —contains provisions requiring that an offer to purchase such Other Indebtedness be made with the proceeds from the Asset Sale,

on a pro rata basis, the maximum principal amount of Notes and Other Indebtedness that may be purchased with the Net Proceeds Offer Amount. The offer price for Notes in any Net Proceeds Offer will be equal to 100% of the principal amount of the Notes to be purchased, plus any accrued and unpaid interest on such Notes, if any, to the date of purchase.

    The following events will be deemed to constitute an Asset Sale and the Net Cash Proceeds for such Asset Sale must be applied in accordance with this covenant:

•

in the event any non-cash consideration received by IMC Global or any Restricted Subsidiary of IMC Global in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), or



•

in the event of the transfer of substantially all, but not all, of the assets of IMC Global and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under the "Merger, Consolidation and Sale of Assets" covenant, and as a result thereof IMC Global is no longer an obligor on the Notes, the successor corporation shall be deemed to have sold the assets of IMC Global and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In addition, the fair market value of such assets of IMC Global or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant.

    Notwithstanding the provisions described in the immediately preceding paragraphs, IMC Global and its Restricted Subsidiaries may consummate an Asset Sale without complying with such provisions to the extent that

•

at least 75% of the consideration for such Asset Sale constitutes Replacement Assets; and



•

such Asset Sale is for fair market value.

Any cash consideration that does not constitute Replacement Assets that is received by IMC Global or any of its Restricted Subsidiaries in connection with any Asset Sale permitted under this paragraph will constitute Net Cash Proceeds and will be subject to the provisions described in the preceding paragraphs.

    Each Net Proceeds Offer will be mailed to the record holders as shown on the register of holders within 30 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in the Indenture. Upon receiving notice of the Net Proceeds Offer, holders may elect to tender their Notes in whole or in part in integral multiples of $1,000, as the case may be, in exchange for cash. To the extent holders properly tender Notes and Other Indebtedness in an amount exceeding the Net Proceeds Offer Amount, Notes and Other Indebtedness of tendering holders will be purchased on a pro rata basis (based on amounts tendered). A Net Proceeds Offer shall remain open for a period of 20 business days or such longer period as may be required by law.

56

    IMC Global will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the "Limitation on Asset Sales" covenant, IMC Global shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the "Limitation on Asset Sales" provisions of the Indenture by virtue thereof.

    This covenant will not apply after the Fall-Away Event.

    Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries.  IMC Global will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of IMC Global to:

•

pay dividends or make any other distributions on or in respect of its Capital Stock to IMC Global or any of its Restricted Subsidiaries;



•

make loans or advances or pay any Indebtedness or other obligations owed to IMC Global or any of its Restricted Subsidiaries; or



•

transfer any of its assets to IMC Global or any of its Restricted Subsidiaries,

except for such encumbrances or restrictions existing under or by reason of:

(1)

applicable laws, rules and regulations;



(2)

the Indenture;



(3)

customary provisions of any contract or lease (other than a capital lease or a lease in a sale and leaseback transaction) governing a leasehold interest of IMC Global or any of its Restricted Subsidiaries;



(4)

any agreements existing at the time of acquisition of any Person or the assets of the Person so acquired (including agreements governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the assets of any Person, other than the Person or the assets or Capital Stock of the Person so acquired;



(5)

agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date;



(6)

restrictions imposed by any agreement to sell assets permitted under the Indenture relating to such assets pending the closing of such sale;



(7)

Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity;



(8)

Liens incurred in accordance with the "Limitations on Liens and Sale and Leaseback Transactions" covenant;



(9)

restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;



(10)

the Credit Agreement as in effect on the Issue Date;



(11)

any restriction under an agreement governing Indebtedness of a Foreign Subsidiary incurred in compliance with the "Limitation on Incurrence of Additional Indebtedness" covenant;

57

(12)

customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of IMC Global or any of its Restricted Subsidiaries to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages;



(13)

customary provisions in joint venture agreements and other similar agreements, in each case relating solely to the respective joint venture or similar entity or the equity interests therein; provided that this clause (13) shall not affect the limitation in clause (5) of the definition of "Permitted Investments";



(14)

contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of assets of IMC Global or any of its Restricted Subsidiaries in any manner material to IMC Global or any of its Restricted Subsidiaries;



(15)

purchase money obligations for property acquired in the ordinary course of business that impose encumbrances or restrictions on the ability of any Restricted Subsidiary of IMC Global to transfer the property so acquired to IMC Global or any of its other Restricted Subsidiaries; and



(16)

an agreement governing Indebtedness incurred to Refinance the Indebtedness incurred pursuant to an agreement referred to in clause (2), (4), (5), (10) or (15) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Refinancing Indebtedness are not materially less favorable to the holders of Notes in the aggregate as reasonably determined by the Board of Directors of IMC Global in their good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (10) or (15).

    In addition, IMC Global will use its commercially reasonable efforts, consistent with its contractual obligations and fiduciary duties to its joint ventures, not to permit any of its joint ventures that are not Restricted Subsidiaries of IMC Global to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any restriction on the ability of such joint venture to:

•

pay dividends or make any other distributions to IMC Global or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits;



•

make loans or advances or pay any Indebtedness owed to IMC Global or any of its Restricted Subsidiaries; or



•

transfer any of its assets to IMC Global or any of its Restricted Subsidiaries,

except for those restrictions existing under or by reason of:

(1)

such joint venture's joint venture agreement or its credit facility, or



(2)

the restrictions described in clauses (1) through (16), as applicable, of the first sentence of this covenant (assuming that references therein to Restricted Subsidiary were references to such joint venture).

    This covenant will not apply after the Fall-Away Event.

    Limitation on Transactions with Affiliates.  IMC Global will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions with, or for the benefit of, any of its Affiliates (each, an "Affiliate Transaction"), other than

•

Affiliate Transactions described in the last paragraph of this covenant; and

58

•

Affiliate Transactions on terms that are no less favorable to IMC Global or the relevant Restricted Subsidiary than those terms that would reasonably have been obtained at that time in a comparable transaction by IMC Global or the relevant Restricted Subsidiary and an unrelated Person.

    The Board of Directors of IMC Global must approve each Affiliate Transaction that involves aggregate payments or other assets with a fair market value in excess of $15.0 million. This approval must be evidenced by a board resolution that states that such board has determined that the transaction complies with the foregoing provisions.

    If IMC Global or any Restricted Subsidiary of IMC Global enters into an Affiliate Transaction that involves aggregate payments or other assets with a fair market value in excess of $30.0 million, then prior to the consummation of that Affiliate Transaction, IMC Global must obtain a favorable opinion from an Independent Financial Advisor as to the fairness of that Affiliate Transaction to the holders of Notes from a financial point of view, and deliver that opinion to the Trustee.

    The restrictions described in the preceding paragraphs of this covenant do not apply to:

•

reasonable fees and compensation paid to and indemnity provided on behalf of officers, directors, employees or consultants of IMC Global or any of its Restricted Subsidiaries as reasonably determined in good faith by IMC Global's Board of Directors or senior management;



•

transactions exclusively between or among IMC Global and any of its Restricted Subsidiaries or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by the Indenture;



•

any agreement in effect on the Issue Date as in effect on the Issue Date or as thereafter amended in a manner not materially less favorable to the holders of Notes in the aggregate;



•

Permitted Investments and Restricted Payments made in compliance with the "Limitation on Restricted Payments" covenant; and



•

transactions between any of IMC Global or any of its Subsidiaries and any Securitization Entity in connection with a Qualified Securitization Transaction, in each case provided that such transactions are not otherwise prohibited by the Indenture.

    This covenant will not apply after the Fall-Away Event.

    Limitation on Designations of Unrestricted Subsidiaries.  The Board of Directors of IMC Global may designate (a "Designation") any Restricted Subsidiary of IMC Global (including any newly acquired or newly formed Subsidiary of IMC Global) to be an Unrestricted Subsidiary of IMC Global, so long as such Designation would not cause a Default.

    For purposes of making the determination of whether such Designation would cause a Default, the portion of the fair market value of the net assets of any Subsidiary of IMC Global at the time that such Subsidiary is designated an Unrestricted Subsidiary that is represented by the interest of IMC Global and its Restricted Subsidiaries (excluding Permitted Investments) in such Subsidiary, in each case as determined in good faith by the Board of Directors of IMC Global, shall be deemed to be a Restricted Payment. Such Designation will only be permitted if such Restricted Payment would be permitted at such time.

    The Board of Directors of IMC Global may revoke any Designation of a Subsidiary of IMC Global as an Unrestricted Subsidiary (a "Revocation"); provided that:

(a)

no Default has occurred and is continuing at the time of or after giving effect to such Revocation; and

59

(b)

all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately after such Revocation would, if incurred at such time, have been permitted to be incurred (and shall be deemed to have been incurred) for all purposes of the Indenture.

    Any such Designation or Revocation by the Board of Directors of IMC Global after the Issue Date shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors of IMC Global giving effect to such Designation or Revocation and an officers' certificate certifying that such Designation or Revocation complied with the foregoing provisions.

    This covenant will not apply after the Fall-Away Event.

    Conduct of Business.  IMC Global and its Restricted Subsidiaries (other than a Securitization Entity) will not engage in any businesses that are not the same, similar, related or ancillary to the businesses in which IMC Global and its Restricted Subsidiaries are engaged on the Issue Date, except to the extent that after engaging in any new business, IMC Global and its Restricted Subsidiaries, taken as a whole, remain substantially engaged in similar lines of business as are conducted by them on the Issue Date.

    This covenant will not apply after the Fall-Away Event.

Certain Covenants Before and After Fall-Away Event

    Set forth below are summaries of certain covenants contained in the Indenture that will apply at all times so long as any Notes remain outstanding.

    Limitations on Liens and Sale and Leaseback Transactions.  (a) IMC Global will not, and will not permit any of its Restricted Subsidiaries to, incur any Liens of any kind other than Permitted Liens upon any Principal Property or any shares of stock or debt of any Restricted Subsidiary owned as of the Issue Date or thereafter acquired, unless all payments due under the Notes are secured on an equal and ratable basis with the obligation so secured until such time as such obligation is no longer secured by a Lien.

    (b) IMC Global will not, and will not permit any of its Restricted Subsidiaries to, enter into any arrangement with any Person providing for the leasing by IMC Global or any Restricted Subsidiary of any Principal Property, except for temporary leases for a term, including any renewal, of not more than five years and except for leases between IMC Global and a Restricted Subsidiary or between Restricted Subsidiaries, which Principal Property has been or is to be sold or transferred by IMC Global or such Restricted Subsidiary to such Person (hereinafter, a "Sale and Leaseback Transaction"), unless either

•

IMC Global or such Restricted Subsidiary would be entitled, in accordance with clause (a) (other than by operation of clause (c)), to incur Indebtedness secured by a Lien on such property without equally and ratably securing the Notes or



•

IMC Global within 180 days after the effective date of the Sale and Leaseback Transaction applies an amount equal to the Value of such transaction to the voluntary retirement of its Funded Debt.

    (c) Notwithstanding clauses (a) and (b), IMC Global and its Restricted Subsidiaries may incur Indebtedness which would otherwise be subject to the limitation of clause (a) without securing the Notes, or enter into a Sale and Leaseback Transaction which would otherwise be subject to the limitation of clause (b) without retiring Funded Debt, or enter into a combination of such transactions, if the sum of

•

the principal amount of all such Indebtedness incurred after August 1, 1998 and which would otherwise be or have been prohibited by the limitations of clauses (a) and (b) plus



•

the aggregate Value of all such Sale and Leaseback Transactions after August 1, 1998

does not at any such time exceed 10% of the consolidated total assets of IMC Global and its consolidated Subsidiaries as shown on the most recent audited consolidated balance sheet contained in the latest annual report to the stockholders of IMC Global.

60

    Limitation on Guarantees by Restricted Subsidiaries.  IMC Global will not cause or permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee any Indebtedness of IMC Global ("Guaranteed Indebtedness"), unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to the Indenture pursuant to which such Restricted Subsidiary guarantees, jointly and severally with all other Guarantors, on the same basis as such Guaranteed Indebtedness is guaranteed, all of IMC Global's obligations with respect to the Notes. If the Guaranteed Indebtedness is (x) pari passu with the Notes, then the guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Note Guarantee or (y) subordinated to the Notes, then the guarantee of such Guaranteed Indebtedness shall be subordinated to the Note Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. IMC Global shall deliver to the Trustee an opinion of counsel that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and, subject to customary exceptions, constitutes a valid and legally binding and enforceable obligation of such Restricted Subsidiary.

    Reports to Holders.  Whether or not required by the SEC, so long as any Notes are outstanding, IMC Global must furnish to the holders of Notes, within the time periods specified in the SEC's rules and regulations, and make available to securities analysts and potential investors upon request:

•

all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if IMC Global were required to file such forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by IMC Global's certified independent accountants; and



•

all current reports that would be required to be filed with the SEC on Form 8-K if IMC Global were required to file such reports.

    In addition, whether or not required by the SEC, IMC Global will file a copy of all the information and reports referred to above with the SEC for public availability within the time periods specified in the SEC's rules and regulations (unless the SEC will not accept such a filing) and make such information available to security analysts and prospective investors upon request after such filing.

    If IMC Global has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of IMC Global and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of IMC Global.

    Merger, Consolidation and Sale of Assets.  (a) IMC Global will not, directly or indirectly, consolidate or merge with or into another Person (whether or not IMC Global is the surviving Person), or sell, assign, lease, transfer, convey or otherwise dispose of all or substantially all of IMC Global's assets (determined on a consolidated basis for IMC Global and its Restricted Subsidiaries), in one or more related transactions, to another Person, unless:

(1)

either:



•

IMC Global is the surviving Person or



•

the Person (the "Surviving Person") formed by or surviving any such consolidation or merger (if other than IMC Global) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation or limited liability company organized or existing under the laws of the United States, any state thereof or the District of Columbia and expressly assumes all of the obligations of IMC Global under: (i) the Notes

61

and the Indenture pursuant to a supplemental indenture reasonably satisfactory to the Trustee and (ii) the Exchange and Registration Rights Agreement pursuant to a joinder agreement thereto;

(2)

immediately after such transaction no Default exists (including, without limitation, after giving effect to any Indebtedness incurred or Liens incurred or granted in connection with such transaction); and



(3)

IMC Global or the Surviving Person, as the case may be:



•

will have a Consolidated Net Worth immediately after the transaction equal to at least 90% of the Consolidated Net Worth of IMC Global immediately preceding the transaction; and



•

will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception;

    provided that this clause (3) shall not apply after the Fall-Away Event.

    (b) IMC Global will not cause or permit any Guarantor, directly or indirectly, to consolidate or merge with or into another Person (whether or not such Guarantor is the surviving Person) unless:

(1)

either:



•

such Guarantor is the surviving Person or



•

the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) expressly assumes all of the obligations of such Guarantor under: (i) its Note Guarantee and the Indenture pursuant to a supplemental indenture reasonably satisfactory to the Trustee and (ii) the Exchange and Registration Rights Agreement pursuant to a joinder agreement thereto; and

(2)

immediately after such transaction no Default exists (including, without limitation, after giving effect to any Indebtedness incurred or Liens incurred or granted in connection with such transaction).

The requirements of this clause (b) shall not apply to (x) a consolidation or merger of any Guarantor with or into IMC Global or any other Guarantor so long as IMC Global or a Guarantor survives the consolidation or merger or (y) the sale by consolidation or merger of such Guarantor, which sale, if prior to the Fall-Away Event, is covered by and complies with the "Limitation on Asset Sales" covenant.

    (c) IMC Global will deliver to the Trustee prior to the consummation of each proposed transaction an officers' certificate that the conditions set forth above are satisfied and an opinion of counsel that the proposed transaction and the supplemental indenture, if any, comply with the Indenture.

Events of Default

    "Event of Default" is defined for all purposes of the Indenture and with respect to any series of Notes as any one of the following events (whatever the reason for such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(1)

IMC Global defaults in the payment of any installment of interest on any Note of that series when and as the same becomes due and payable and such failure continues for a period of 30 days;

62

(2)

IMC Global defaults in the payment of the principal of any Note of that series when and as the same becomes due and payable at maturity, upon redemption or otherwise;



(3)

IMC Global fails to perform or observe any of its other covenants, conditions or agreements in the Indenture or in the Notes (other than a covenant, condition or agreement a default in whose performance or whose breach is elsewhere in this section specifically dealt with), and such failure continues for a period of 60 days after the date on which written notice of such Default has been given to IMC Global by the Trustee or to IMC Global and to the Trustee by the holders of not less than 25% of the principal amount of the Notes of that series then outstanding under the Indenture;



(4)

IMC Global or any of its Subsidiaries defaults under any agreement governing its Indebtedness (other than Notes of that series), if that default:



•

is caused by the failure to pay at final maturity the principal amount of such Indebtedness after giving effect to any applicable grace periods; or



•

results in the acceleration of the final stated maturity of such Indebtedness (including upon any event of the type described in clause (6) or (7) below);

and in each case, the aggregate principal amount of such Indebtedness unpaid or accelerated equals or exceeds $25.0 million and has not been discharged in full or such acceleration has not been rescinded or annulled within 30 days of such final maturity or acceleration;

(5)

IMC Global or any of its Restricted Subsidiaries fails to pay or otherwise cause to be discharged or stayed one or more judgments in an aggregate amount exceeding $25.0 million, which are not covered by indemnities or third party insurance as to which the Person giving such indemnity or such insurer has not disclaimed coverage, for a period of 60 days after such judgments become final and non-appealable;



(6)

a court having jurisdiction in the premises enters (x) a decree or order for relief in respect of IMC Global or any of its Significant Subsidiaries in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or (y) a decree or order adjudging IMC Global or any of its Significant Subsidiaries a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of IMC Global or any of its Significant Subsidiaries under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of IMC Global or any of its Significant Subsidiaries or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period 90 consecutive days;



(7)

 • IMC Global or any of its Significant Subsidiaries commences a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or any other case or proceeding to be adjudicated a bankrupt or insolvent; or

•

IMC Global or any of its Significant Subsidiaries consents to the entry of a decree or order for relief in respect of IMC Global or any of its Significant Subsidiaries in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against IMC Global or any of its Significant Subsidiaries; or



•

IMC Global or any of its Significant Subsidiaries files a petition or answer or consent seeking reorganization or relief under any applicable federal or state law; or

63

•

IMC Global or any of its Significant Subsidiaries consents to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of IMC Global or any of its Significant Subsidiaries or of any substantial part of their property; or



•

IMC Global or any of its Significant Subsidiaries makes an assignment for the benefit of creditors; or



•

IMC Global or any of its Significant Subsidiaries admits in writing its inability to pay its debts generally as they become due; or



•

IMC Global or any of its Significant Subsidiaries takes corporate action in furtherance of any such action; or

(8)

the Note Guarantee of any Guarantor that is a Significant Subsidiary ceases to be in full force and effect (other than in accordance with the terms of such Note Guarantee and the Indenture) or is declared null and void and unenforceable or is found invalid or any Guarantor denies its liability under its Note Guarantee (other than by reason of release of a Guarantor from its Note Guarantee in accordance with the terms of the Indenture and the Note Guarantee).

    If an Event of Default specified in clause (6) or (7) occurs and is continuing with respect to IMC Global or any of its Significant Subsidiaries that is a Guarantor, then the principal of and any accrued and unpaid interest on all of the Notes shall immediately become due and payable without any declaration or other act on the part of the Trustee or any Noteholder. If any other Events of Default with respect to any series of Notes at the time outstanding occurs and is continuing, then, and in each and every such case, either the Trustee, by notice in writing to IMC Global, or the holders of not less than 25% of the principal amount of the Notes of that series then outstanding, by notice in writing to IMC Global and the Trustee, may declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Notes of that series; and upon any such declaration all such amounts upon such Notes shall become and be immediately due and payable, anything in the Indenture or in the Notes to the contrary notwithstanding.

    At any time after a declaration of acceleration with respect to the Notes as of either series as described in the preceding paragraph, the holders of a majority in principal amount of the Notes of that series, on behalf of all holders of Notes of such series, may rescind and cancel such declaration and its consequences

•

if the rescission would not conflict with any judgment or decree;



•

if all existing Events of Default with respect to Notes of that series have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration;



•

to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid;



•

if IMC Global has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and



•

in the event of the cure or waiver of an Event of Default of the type described in clause (6) or (7), the Trustee has received an officers' certificate and an opinion of counsel that such Event of Default has been cured or waived.

    No such rescission will affect any subsequent Default or impair any right consequent thereto.

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    Provided the applicable series of Notes is not then due and payable by reason of a declaration of acceleration, the holders of a majority in principal amount of the Notes of any series at the time outstanding may on behalf of the holders of all the Notes of such series waive any past Default with respect to such series and its consequences by providing written notice thereof to IMC Global and the Trustee, except a Default (1) in the payment of interest on or the principal of any Note of such series or (2) in respect of a covenant or provision hereof which under the Indenture cannot be modified or amended without the consent of the holder of each outstanding Note of such series affected. In the case of any such waiver, IMC Global, the Trustee and the holders of the Notes of such series will be restored to their former positions and rights under the Indenture, respectively; provided, that no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto.

    The holders of a majority in principal amount of the Notes then outstanding of any series may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any power or trust conferred upon the Trustee under the Indenture with respect to the Notes of such series; provided, however, that subject to the provisions of the Indenture, the Trustee shall have the right to decline to follow any such direction if the Trustee, advised by counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith shall by responsible officers determine that the action or proceeding so directed would involve the Trustee in liability or that the Trustee is not satisfactorily indemnified from the costs thereof.

    No holder of any Note of any series will have the right to pursue a remedy with respect to the Indenture or the Notes of that series unless

•

such holder gives to the Trustee notice of a continuing Event of Default with respect to Notes of that series;



•

the holders of at least 25% in principal amount of the Notes of that series make a request to the Trustee to pursue the remedy and such holders offer to the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense;



•

the Trustee does not comply with the request within 60 days after receipt of the request and the offer of security or indemnity; and



•

the holders of a majority in principal amount of the Notes of that series have not given the Trustee a direction inconsistent with such request within such 60-day period.

    A Noteholder may not use the Indenture to prejudice the rights of another Noteholder or to obtain a preference or priority over another Noteholder.

    Notwithstanding any other provision of the Indenture, the right of any holder of a Note to receive payment of principal of and interest on the Note on or after the respective due dates expressed in the Note, or to bring suit for the enforcement of any such payment on or after such respective dates, may not be impaired or affected without the consent of the holder.

    The Indenture requires IMC Global to deliver to the Trustee, within 15 days after the occurrence thereof, an officers' certificate detailing any Default of which it is aware, its status and what action IMC Global is taking or proposes to take with respect to such Default.

    If a Default occurs with respect to Notes of any series and is continuing and if it is known to the Trustee, the Trustee will give to each Noteholder of such series a notice of the Default within 90 days after it occurs in the manner and to the extent provided in the Trust Indenture Act and otherwise as provided in the Indenture. Except in the case of a Default in payment of the principal of or interest on any Note (including payments pursuant to a redemption or repurchase of the Notes pursuant to the provisions of the Indenture), the Trustee may withhold the notice if and so long as a committee of its

65

responsible officers in good faith determines that withholding the notice is in the interests of Noteholders.

Legal Defeasance and Covenant Defeasance

    IMC Global may, at its option and at any time, elect to have its obligations and the obligations of the Guarantors discharged with respect to the outstanding Notes of either series ("legal defeasance"). Legal defeasance with respect to either series of Notes means that IMC Global will be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes of such series, except for:

•

the rights of holders to receive payments in respect of the principal of, premium, if any, and interest on the Notes of such series when such payments are due from the trust fund referred to below;



•

IMC Global's obligations with respect to the Notes of such series concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payments;



•

the rights, powers, trust, duties and immunities of the Trustee of such series and IMC Global's obligations in connection therewith; and



•

the legal defeasance provisions of the Indenture for the Notes of such series.

    In addition, IMC Global may, at its option and at any time, elect to have the obligations of IMC Global released with respect to certain of its covenants in the Indenture for the Notes of either series ("covenant defeasance") and will be absolved from liability thereafter for failing to comply with such obligations with respect to the Notes of such series. In the event covenant defeasance with respect to either series of Notes occurs, certain events (not including non-payment, bankruptcy, receivership, reorganization and insolvency events) described under "Events of Default" will no longer constitute an Event of Default with respect to the Notes of such series.

    IMC Global may exercise its legal defeasance option or its covenant defeasance option with respect to a series of Notes only if the following conditions are satisfied:

(a)

(1) IMC Global has irrevocably deposited or caused to be deposited in trust for the benefit of the holders of such series with the Trustee or a paying agent or a trustee satisfactory to the Trustee and IMC Global, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee and any such paying agent,



•

money or Eligible Obligations in an amount sufficient, or



•

U.S. Government Obligations that shall be payable as to principal and interest in such amounts and at such times as are sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (without consideration of any reinvestment of such interest), or



•

any combination thereof in an amount sufficient

to pay the principal of and interest on the outstanding Notes of such series on the dates such installments are due to redemption or Stated Maturity, (2) the trustee of the irrevocable trust has been irrevocably instructed to pay such money or the proceeds of such U.S. Government Obligations or Eligible Obligations to the Trustee and (3) the Trustee or paying agent shall have been irrevocably instructed in writing to apply the deposited money and the proceeds from U.S. Government Obligations or Eligible Obligations in accordance with the terms of the Indenture and the terms of the Notes of such series to the payment of principal of and interest on the Notes of such series;

66

(b)

the deposit described in clause (a) will not result in a breach or violation of, or constitute a Default under, any other agreement or instrument to which IMC Global is a party or by which it is bound;



(c)

no Default has occurred and is continuing (1) as of the date of such deposit or (2) insofar as clause (6) or (7) under "Events of Default" is concerned at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period applicable to IMC Global in respect of such deposit (it being understood that the condition in this clause (2) is a condition subsequent and will not be deemed satisfied until the expiration of such period);



(d)

IMC Global has paid or caused to be paid all sums currently due and payable by IMC Global under the Indenture and under the Notes with respect to such series;



(e)

such defeasance shall not cause or permit any Notes then listed on any national securities exchange to be delisted;



(f)

IMC Global has delivered to the Trustee an officers' certificate and an opinion of counsel, each stating that all conditions precedent provided for in the Indenture relating to the termination by IMC Global of its obligations have been complied with;



(g)

in the case of the legal defeasance option, IMC Global has delivered to the Trustee either (1) a ruling received from the Internal Revenue Service to the effect that, or (2) an opinion of counsel by recognized counsel who is not an employee of IMC Global stating that, since the date of the Indenture, there has been a change in the applicable federal income tax law, and based upon either case (1) or (2) such opinion of counsel shall confirm that, the holders of the Notes of such series will not recognize income, gain or loss for federal income tax purposes as a result of IMC Global's exercise of its legal defeasance option and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such legal defeasance option had not been exercised; and



(h)

in the case of the covenant defeasance option, IMC Global has delivered to the Trustee either (1) a ruling received from the Internal Revenue Service to the effect that, or (2) an opinion of counsel by recognized counsel who is not an employee of IMC Global stating that, the holders of the Notes of such series will not recognize income, gain or loss for federal income tax purposes as a result of IMC Global's exercise of its covenant defeasance option under this paragraph and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such covenant defeasance option had not been exercised.

Satisfaction and Discharge

    Upon the request of IMC Global, the Indenture will cease to be of further effect with respect to either series of Notes and the Trustee, at the expense of IMC Global, will execute proper instruments acknowledging satisfaction and discharge of such series of Notes and the Indenture and the Note Guarantees with respect to such series of Notes when:

(1)

either:



(a)

all the Notes of such series theretofore authenticated and delivered (other than destroyed, lost or stolen Notes of such series that have been replaced or paid and Notes of such series that have been subject to defeasance as described under the caption "—Legal Defeasance and Covenant Defeasance") have been delivered to the Trustee for cancellation; or

67

(b)

all Notes of such series not theretofore delivered to the Trustee for cancellation:



•

have become due and payable;



•

will become due and payable at maturity within one year; or



•

are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and the expense, of IMC Global, and IMC Global has irrevocably deposited or caused to be deposited with the Trustee funds in trust for the purpose in an amount sufficient to pay and discharge the entire Indebtedness on the Notes of such series not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any, on) and interest on the Notes of such series to the date of such deposit (in case of Notes that have become due and payable) or to the Stated Maturity or redemption date, as the case may be;

(2)

IMC Global has paid or caused to be paid all sums payable under the Indenture by IMC Global; and



(3)

IMC Global has delivered to the Trustee an officers' certificate and an opinion of counsel, each stating that all conditions precedent provided in the Indenture relating to the satisfaction and discharge of the Notes of such series and the Indenture and the Note Guarantees with respect to such series of Notes have been complied with.

Modification of the Indenture

    IMC Global, when authorized by a board resolution, and the Trustee may enter into an indenture or indentures supplemental thereto to amend the Indenture or the Notes with respect to a particular series without prior notice to or the consent of any Noteholder of such series:

•

to cure any ambiguity, omission, defect or inconsistency;



•

to comply with the "Merger, Consolidation and Sale of Assets" covenant;



•

to comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act as then in effect;



•

to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2) of the Internal Revenue Code;



•

to make any change that does not materially adversely affect the legal rights of any Noteholder under the Indenture as then in effect;



•

to secure the Notes and to make intercreditor arrangements with respect to any such security, unless the incurrence of such obligations or the security thereof is prohibited by the Indenture;



•

to evidence or to provide for a replacement Trustee; or



•

to add to the covenants and agreements of IMC Global or the Guarantors for the benefit of all of the holders of all of the Notes with respect to a series (and if such covenants are to be for the benefit of less than all series of Notes, stating that such covenants are being included solely for the benefit of such series) and to surrender any right or power herein reserved to IMC Global or the Guarantors.

    IMC Global, when authorized by a board resolution, and the Trustee may enter into one or more supplemental indentures to amend the Indenture or the Notes with respect to a particular series with

68

the written consent of the holders of a majority of the principal amount of the then outstanding Notes of such series. The holders of a majority in principal amount of the then outstanding Notes of a particular series may waive compliance by IMC Global with any provision of the Indenture or the Notes with respect to such series without prior notice to any other Noteholder.

    Notwithstanding the preceding paragraph, without the consent of each Noteholder affected, an amendment or waiver may not:

•

reduce the amount of Notes whose holders must consent to an amendment or waiver;



•

reduce the rate of or change the time for payment of interest, including default interest, on any Note;



•

reduce the principal of or change the Stated Maturity of any Note or alter the provisions with respect to redemption;



•

make any Note payable in currency other than that stated in the Note;



•

make any change in this paragraph;



•

make any change in the Indenture that adversely affects the ranking of the Notes or any Note Guarantee;



•

make any change in provisions of the Indenture for such series relating to the rights of holders of Notes of such series to receive payment of principal of and interest on the Notes or permitting holders of a majority in principal amount of Notes of such series to waive Defaults;



•

after the obligation has arisen to make a Change of Control Offer or a Net Proceeds Offer, amend, change or modify in any material respect the obligation of IMC Global to make and complete such Change of Control Offer or make and complete such Net Proceeds Offer; or



•

release any Guarantor that is a Significant Subsidiary from its Note Guarantee other than pursuant to the provisions described in the fifth paragraph under "—Subsidiary Guarantees."

Governing Law

    The Indenture provides that it, the Notes and the Note Guarantees are governed by, and construed in accordance with, the laws of the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the law of another jurisdiction would be required thereby.

The Trustee

    The Indenture provides that, except during the continuance of an Event of Default, the Trustee thereunder will perform only such duties as are specifically set forth in such Indenture. During the existence of an Event of Default, the Trustee thereunder will exercise such rights and powers vested in it by such Indenture, and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs.

    The Indenture and the provisions of the Trust Indenture Act contain certain limitations on the rights of the Trustee thereunder, should it become a creditor of IMC Global, to obtain payments of claims in certain cases or to realize on certain property received in respect of any such claim as security or otherwise. Subject to the Trust Indenture Act, the Trustee will be permitted to engage in other transactions; provided that if the Trustee acquires any conflicting interest as described in the Trust Indenture Act, it must eliminate such conflict or resign.

69

No Personal Liability of Directors, Officers, Employees and Stockholders

    No past, present or future director, officer, employee, incorporator, agent or stockholder or Affiliate of IMC Global, as such, shall have any liability for any obligations of IMC Global under the Notes, the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. No past, present or future director, officer, employee, incorporator, agent or stockholder or Affiliate of any of the Guarantors, as such, shall have any liability for any obligations of the Guarantors under the Note Guarantees, the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Notes and Note Guarantees by accepting a Note and a Note Guarantee waives and releases all such liabilities. The waiver and release are part of the consideration for issuance of the Notes and the Note Guarantees. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

Certain Definitions

    Set forth below is a summary of certain of the defined terms used in the Indenture. Reference is made to the Indenture for the full definition of all such terms, as well as any other terms used herein for which no definition is provided.

"Acquired Indebtedness" means Indebtedness of a Person or any of its subsidiaries existing at the time such Person becomes a Restricted Subsidiary of IMC Global or at the time it merges or consolidates with IMC Global or any of its Restricted Subsidiaries or assumed in connection with the acquisition of assets from such Person and in each case not incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of IMC Global or such acquisition, merger or consolidation, except for Indebtedness of a Person or any of its subsidiaries that is repaid at the time such Person becomes a Restricted Subsidiary of IMC Global or at the time it merges or consolidates with IMC Global or any of its Restricted Subsidiaries.

"Affiliate" means, with respect to any specified Person, any other Person who directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person. The term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative of the foregoing.

"Argus Lease" means, collectively, (1) Facility Lease-Undivided Interest (Searles Valley Trust 1996-A), dated as of July 15, 1996, between U.S. Trust Company of California, N.A., as Lessor, and North American Chemical Company, as Lessee, (2) Participation Agreement (Searles Valley Trust 1996-A), dated as of July 15, 1996, among North American Chemical Company, Harris Chemical North America, Inc., Phillip Morris Capital Corporation, and U.S. Trust Company of California, N.A., (3) Facility Lease-Undivided Interest (Searles Valley Trust 1996-B), dated as of July 15, 1996, between U.S. Trust Company of California, N.A., as Lessor, and North American Chemical Company, as Lessee, and (4) Participation Agreement (Searles Valley Trust 1996-B), dated as of July 15, 1996, among North American Chemical Company, Harris Chemical North America, Inc., General Electric Capital Corporation, and U.S. Trust Company of California, N.A.

"asset" means any asset or property.

"Asset Acquisition" means:

•

an Investment by IMC Global or any of its Restricted Subsidiaries in any other Person pursuant to which such Person shall become a Restricted Subsidiary of IMC Global or shall be merged with or into IMC Global or any of its Restricted Subsidiaries, or

70

•

the acquisition, other than in the ordinary course of business, by IMC Global or any of its Restricted Subsidiaries of the assets of any Person (other than a Restricted Subsidiary of IMC Global) which constitute all or substantially all of the assets of such Person or comprise any division or line of business of such Person or any other assets of such Person.

"Asset Sale" means any direct or indirect sale, issuance, conveyance, transfer, lease (other than operating leases entered into in the ordinary course of business), assignment or other transfer for value by IMC Global or any of its Restricted Subsidiaries (including any sale and leaseback transaction) to any Person other than IMC Global or any of its Restricted Subsidiaries of (x) any Capital Stock of any Restricted Subsidiary of IMC Global; or (y) any other assets of IMC Global or any of its Restricted Subsidiaries other than in the ordinary course of business; provided, however, that Asset Sales shall not include

(1)

a transaction or series of related transactions for which IMC Global or any of its Restricted Subsidiaries receive aggregate consideration of less than $15.0 million,



(2)

sales of accounts receivable of the type specified in the definition of "Qualified Securitization Transaction" to a Securitization Entity for the fair market value thereof to the extent such Securitization Entity incurs Indebtedness specified by clause (14) of the definition of "Permitted Indebtedness,"



(3)

sales or grants of licenses to use the patents, trade secrets, know-how and other intellectual property of IMC Global or any of its Restricted Subsidiaries to the extent that such license does not prohibit IMC Global or any of its Restricted Subsidiaries from using the technologies licensed and does not require IMC Global or any of its Restricted Subsidiaries to pay any fees for any such use,



(4)

the sale, lease, conveyance, disposition or other transfer



•

of all or substantially all of the assets of IMC Global as permitted under the "Merger, Consolidation and Sale of Assets" covenant,



•

of any Capital Stock or other ownership interest in or assets of an Unrestricted Subsidiary or a Person which is not a Subsidiary,



•

pursuant to any foreclosure of assets or other remedy provided by applicable law by a creditor of IMC Global or any of its Subsidiaries with a Lien on such assets, which Lien is permitted under the Indenture;



•

involving only Cash Equivalents or inventory in the ordinary course of business or obsolete equipment or



•

including only the lease or sublease of any real or personal property in the ordinary course of business, and

(5)

the consummation of any transaction covered by and effected in accordance with the terms of the "Limitation on Restricted Payments" covenant.

"Board of Directors" means (1) as to any Person that is a corporation, the board of directors of such Person or any duly authorized committee thereof and (2) as to any other Person, the functionally comparable body of such Person or any duly authorized committee thereof.

"Capital Stock" means:

•

with respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents (however designated and whether or not voting) of corporate stock, including each class of Common Stock and Preferred Stock of such Person and

71

•

with respect to any Person that is not a corporation, any and all partnership, membership or other equity interests of such Person.

"Capitalized Lease Obligation" means an obligation that is required to be classified and accounted for as a capitalized lease for financial reporting purposes in accordance with GAAP, and the amount of Indebtedness represented by such obligation will be the capitalized amount of such obligation determined in accordance with such principles; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of penalty.

"Cash Equivalents" means:

(1)

a marketable obligation, maturing within two years after issuance thereof, issued or guaranteed by the United States of America or an instrumentality or agency thereof;



(2)

a certificate of deposit or banker's acceptance, maturing within one year after issuance thereof, issued by any lender under the Credit Agreement, or a U.S. national or state bank or trust company or a European, Canadian or Japanese bank, in each case having capital, surplus and undivided profits of at least $100.0 million and whose long-term unsecured debt has a rating of "A" or better by S&P, A2 or better by Moody's or the equivalent rating by any other nationally recognized rating agency (provided that the aggregate face amount of all Investments in certificates of deposit or bankers' acceptances issued by the principal offices of or branches of such European or Japanese banks located outside the United States shall not at any time exceed 33¹/3% of all Investments described in this definition);



(3)

open market commercial paper, maturing within 270 days after issuance thereof, which has a rating of A-2 or better by S&P, P-2 or better by Moody's or the equivalent rating by any other nationally recognized rating agency;



(4)

repurchase agreements and reverse repurchase agreements with a term not in excess of one year with any financial institution which has been elected primary government securities dealers by the Federal Reserve Board or whose securities are rated AA- or better by S&P, Aa3 or better by Moody's or the equivalent rating by any other nationally recognized rating agency relating to marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency or instrumentality thereof and backed by the full faith and credit of the United States of America;



(5)

"money market" preferred stock maturing within six months after issuance thereof or municipal bonds issued by a corporation organized under the laws of any state of the United States, which has a rating of "A" or better by S&P or Moody's or the equivalent rating by any other nationally recognized rating agency;



(6)

tax exempt floating rate option tender bonds backed by letters of credit issued by a national or state bank whose long-term unsecured debt has a rating of AA or better by S&P, Aa2 or better by Moody's or the equivalent rating by any other nationally recognized rating agency; and



(7)

shares of any money market mutual fund rated at least AAA or the equivalent thereof by S&P, at least Aaa or the equivalent thereof by Moody's or any other mutual fund at least 95% of whose assets consist of the type specified in clauses (1) through (6) above.

"Change of Control" means the occurrence of the following:

(1)

any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be deemed to have "beneficial ownership" of all

72

securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of securities representing 50% or more of the voting power of all Voting Stock of IMC Global; or

(2)

Continuing Directors shall cease to constitute at least a majority of the directors constituting the board of directors of IMC Global; or



(3)

the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of IMC Global and its Restricted Subsidiaries taken as a whole to any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act); or



(4)

IMC Global consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, IMC Global, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of IMC Global is converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of IMC Global outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (other than Disqualified Capital Stock) of the surviving or transferee Person representing a majority of the voting power of all Voting Stock of such surviving or transferee Person immediately after giving effect to such issuance; or



(5)

the adoption by the stockholders of IMC Global of a plan or proposal for the liquidation or dissolution of IMC Global.

"Commodity Agreement" means any commodity futures contract, commodity option or other similar agreement or arrangement entered into by IMC Global or any of its Restricted Subsidiaries.

"Common Stock" of any Person means any and all shares, interests or other participations in, and other equivalents (however designated and whether voting or non-voting) of such Person's common stock, whether outstanding on the date of issuance of the Notes or issued thereafter, and includes, without limitation, all series and classes of such common stock.

"Consolidated EBITDA" means, with respect to any Person, for any period, the sum (without duplication) of

(1)

Consolidated Net Income, and



(2)

to the extent Consolidated Net Income has been reduced thereby,



•

all income taxes of such Person and its Restricted Subsidiaries paid or accrued in accordance with GAAP for such period (other than income taxes attributable to extraordinary gains or losses or taxes attributable to sales or dispositions outside the ordinary course of business if such gains, losses, sales or despositions are excluded from the calculation of Consolidated Net Income),



•

Consolidated Interest Expense,



•

Consolidated Non-cash Charges less any non-cash items (other than accruals of revenues in accordance with GAAP) increasing Consolidated Net Income for such period, and



•

fees and expenses related to any offering by IMC Global of its Capital Stock

all as determined on a consolidated basis for such Person and its Restricted Subsidiaries in accordance with GAAP.

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"Consolidated Fixed Charge Coverage Ratio" means, with respect to any Person, the ratio of (x) Consolidated EBITDA of such Person during the four full fiscal quarters for which financial statements are available (the "Four Quarter Period") ending on or prior to the date of the transaction giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio (the "Transaction Date") to (y) Consolidated Fixed Charges of such Person for the Four Quarter Period.

    For purposes of this definition, "Consolidated EBITDA" and "Consolidated Fixed Charges" shall be calculated after giving effect on a pro forma basis in accordance with Regulation S-X under the Exchange Act to the incurrence or repayment of any Indebtedness of such Person or any of its Restricted Subsidiaries (and the application of the proceeds thereof) giving rise to the need to make such calculation and any incurrence or repayment of other Indebtedness (and the application of the proceeds thereof), other than the incurrence or repayment of Indebtedness in the ordinary course of business for working capital purposes pursuant to working capital facilities, occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and prior to the Transaction Date, as if such incurrence or repayment, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Four Quarter Period.

    In addition, Investments (including any Designation of Unrestricted Subsidiaries), Revocations, acquisitions, dispositions, mergers and consolidations that have been made by IMC Global or any of its Restricted Subsidiaries during the Four Quarter Period or subsequent to the Four Quarter Period and on or prior to the Transaction Date shall be given effect on a pro forma basis in accordance with Regulation S-X under the Exchange Act, to the extent applicable, assuming that all such Investments, Revocations, acquisitions, dispositions, mergers and consolidations (and the reduction or increase of any associated Consolidated Interest Expense, and the change in Consolidated EBITDA, resulting therefrom, including because of Pro Forma Cost Savings) had occurred on the first day of the Four Quarter Period. If, since the beginning of such period, any Person (that subsequently became a Restricted Subsidiary or was merged with or into IMC Global or any Restricted Subsidiary since the beginning of such period) shall have made any Investment, Revocation, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then the Consolidated Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, Revocation, acquisition, disposition, merger or consolidation had occurred at the beginning of the applicable Four Quarter Period.

    If such Person or any of its Restricted Subsidiaries directly or indirectly guarantees Indebtedness of a Person other than IMC Global or a Restricted Subsidiary, the preceding paragraph will give effect to the incurrence of such guaranteed Indebtedness as if such Person or any Restricted Subsidiary of such Person had directly incurred or otherwise assumed such guaranteed Indebtedness. Furthermore, in calculating "Consolidated Fixed Charges" for purposes of determining the denominator (but not the numerator) of this "Consolidated Fixed Charge Coverage Ratio,"

(1)

interest on outstanding Indebtedness determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the weighted average rate of interest during the Four Quarter Period;



(2)

if interest on any Indebtedness actually incurred on the Transaction Date may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the Transaction Date will be deemed to have been in effect during the Four Quarter Period; and



(3)

notwithstanding clause (1) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by agreements relating to Interest Swap Obligations, shall be deemed to accrue at the weighted average rate per annum during the Four Quarter Period resulting after giving effect to the operation of such agreements.

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"Consolidated Fixed Charges" means, with respect to any Person for any period, the sum, without duplication, of

(1)

Consolidated Interest Expense, plus



(2)

the product of



•

the amount of all dividend payments on any series of Preferred Stock of such Person and its Restricted Subsidiaries (other than dividends paid in Qualified Capital Stock and other than dividends paid to such Person or to a Restricted Subsidiary of such Person) paid, accrued or scheduled to be paid or accrued during such period times

•

a fraction, the numerator of which is one and the denominator of which is one minus the then current effective consolidated federal, state and local tax rate of such Person, expressed as a decimal.

"Consolidated Interest Expense" means, with respect to any Person for any period, the sum of, without duplication:

(1)

the aggregate of the interest expense of such Person and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP (net of interest income accrued on any escrow account holding funds to repay IMC Global's 6.625% senior notes due 2001, 7.40% notes due 2002 or the Polk County bonds), including without limitation,



•

any amortization of debt discount and amortization of deferred financing costs,



•

the net costs under Interest Swap Obligations,



•

all capitalized interest and



•

the interest portion of any deferred payment obligation; and

(2)

the interest component of Capitalized Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and its Restricted Subsidiaries during such period as determined on a consolidated basis in accordance with GAAP.

"Consolidated Net Income" means, with respect to any Person (the "Referent Person"), for any period, the net income (or loss) of the Referent Person and its Restricted Subsidiaries for such period on a consolidated basis, determined in accordance with GAAP; provided that there shall be excluded from such net income (loss), to the extent otherwise included therein, without duplication:

(1)

gains or losses on sales, transfers or other dispositions of assets other than in the ordinary course of business or abandonments or reserves relating thereto, and the related tax effect according to GAAP;



(2)

extraordinary gains or extraordinary losses determined in accordance with GAAP, and the related tax effect according to GAAP;



(3)

the net income of any Person acquired in a "pooling of interests" transaction accrued prior to the date it becomes a Restricted Subsidiary of the Referent Person or is merged or consolidated with the Referent Person or any Restricted Subsidiary of the Referent Person;



(4)

the net income (but not loss) of any Restricted Subsidiary of the Referent Person to the extent that the declaration of dividends or similar distributions by that Restricted Subsidiary of that income is restricted; provided that restrictions under the Argus Lease shall be excluded from operation of this clause;



(5)

the net income or loss of any Person that is not a Restricted Subsidiary of the Referent Person except to the extent of cash dividends or distributions paid to the Referent Person or

75

to a wholly owned Restricted Subsidiary of the Referent Person (subject, in the case of a dividend or distribution paid to a Restricted Subsidiary, to the limitation contained in clause (4) above);

(6)

any restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of Consolidated Net Income accrued at any time following the Issue Date;



(7)

income or loss attributable to discontinued operations, other than the Specified Discontinued Businesses prior to the sale thereof;



(8)

in the case of a successor to the Referent Person by consolidation or merger or as a transferee of the Referent Person's assets, any earnings of the successor corporation prior to such consolidation, merger or transfer of assets;



(9)

gains or losses from the cumulative effect of any change in accounting principles; and



(10)

Non-Cash Asset Write-Downs;

provided, further, that Consolidated Net Income shall be reduced by the product of (x) the amount of all dividends on Designated Preferred Stock (other than dividends paid in Qualified Capital Stock) paid, accrued or scheduled to be paid or accrued during such period times (y) a fraction, the numerator of which is one and the denominator of which is one minus the then current effective consolidated federal, state and local tax rate of IMC Global, expressed as a decimal.

"Consolidated Net Worth" of any Person means the consolidated stockholders' equity (or equivalent) of such Person, determined on a consolidated basis in accordance with GAAP, less (without duplication) amounts attributable to (1) Disqualified Capital Stock of such Person and (2) Unrestricted Subsidiaries.

"Consolidated Non-cash Charges" means, with respect to any Person, for any period, the aggregate depreciation, depletion, amortization and other non-cash charges (other than Non-Cash Asset Write-Downs) of such Person and its Restricted Subsidiaries reducing Consolidated Net Income of such Person and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP (excluding any such charges constituting an extraordinary item or loss or any such charge which requires an accrual of or a reserve for cash charges for any future period).

"Continuing Directors" means, as of any date of determination, any member of the Board of Directors of IMC Global who:

•

was a member of such Board of Directors on the Issue Date; or



•

was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such board at the time of such nomination or election.

"Coverage Ratio Exception" has the meaning set forth in the first paragraph of the "Limitation on Incurrence of Additional Indebtedness" covenant.

"Credit Agreement" means one or more senior credit agreements, including the Credit Agreement dated on or about the Issue Date by and among IMC Global and certain of its domestic Subsidiaries, as borrowers, The Chase Manhattan Bank, as administrative agent and collateral agent, Goldman Sachs Credit Partners L.P., as syndication agent, and the lenders party thereto from time to time, including any notes, guarantees, collateral and security documents (including mortgages, pledge agreements and other security arrangements), instruments and agreements executed in connection therewith, and in each case as amended or Refinanced from time to time, including any agreement or agreements extending the maturity of, Refinancing, replacing or otherwise restructuring (including increasing the

76

amount of borrowings or other Indebtedness outstanding or available to be borrowed thereunder) all or any portion of the Indebtedness under such agreement, and any successor or replacement agreement or agreements with the same or any other agents, creditor, lender or group of creditors or lenders.

"Credit Agreement Guarantee" has the meaning set forth in the third paragraph under "C Subsidiary Guarantees" above.

"Currency Agreement" means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement designed to protect IMC Global or any of its Restricted Subsidiaries against fluctuations in currency values.

"Default" means an event or condition the occurrence of which is, or with the lapse of time or the giving of notice or both would be, an Event of Default.

"Designated Preferred Stock" means preferred stock that is designated as Designated Preferred Stock pursuant to an officers' certificate executed by the principal executive officer and the principal financial officer of IMC Global on the issuance date thereof, the Net Cash Proceeds of which are excluded from the calculation set forth in clause (C) of the first paragraph of the "Limitation on Restricted Payments" covenant and are not used for purposes of clause (2) or (3) of the second paragraph thereof.

"Disqualified Capital Stock" means any class or series of Capital Stock of any Person that by its terms or otherwise is:

(1)

required to be redeemed or is redeemable at the option of the holder of such class or series of Capital Stock at any time on or prior to the date that is 91 days after the stated maturity of the Notes; or



(2)

convertible into or exchangeable at the option of the holder thereof for Capital Stock referred to in clause (1) above or Indebtedness having a scheduled maturity on or prior to the date that is 91 days after the stated maturity of the Notes.

Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Capital Stock solely because the holders of the Capital Stock have the right to require the issuer thereof to repurchase such Capital Stock upon the occurrence of a Change of Control will not constitute Disqualified Capital Stock if the terms of such Capital Stock provide that the issuer may not repurchase or redeem any such Capital Stock pursuant to such provisions prior to IMC Global's purchase of such Notes as are required to be purchased pursuant to the provisions of the Indenture as described under "—Repurchase at the Option of Holders upon Change of Control."

"Domestic Subsidiary" means any Restricted Subsidiary of IMC Global that is not a Foreign Subsidiary.

"Eligible Obligations" shall mean obligations as a result of the deposit of which (along with the simultaneous deposit, if any, of money or U.S. Government Obligations or both) the Notes will be rated in the highest generic long-term debt rating category assigned by one or more nationally recognized rating agencies to debt with respect to which the issuer thereof has been released from its obligations to the same extent that IMC Global has been released from its obligations under the Indenture pursuant to the defeasance provision of the Indenture.

"Event of Default" has the meaning set forth in the first paragraph under "—Events of Default."

"Exchange Act" means the Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto.

"Exchange and Registration Rights Agreement" has the meaning set forth under "—Registration Covenant; Exchange Offer" below.

77

"fair market value" means, with respect to any asset, the price which could be negotiated in an arm's-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction. Fair market value shall be determined by the Board of Directors of IMC Global acting reasonably and in good faith and shall be evidenced by a board resolution of the Board of Directors of IMC Global delivered to the Trustee.

"Fall-Away Event" has the meaning set forth under "—Fall-Away Event."

"Foreign Subsidiary" means any Restricted Subsidiary of IMC Global organized under the laws of, and conducting a substantial portion of its business in, any jurisdiction other than the United States of America or any state thereof or the District of Columbia.

"Four Quarter Period" has the meaning set forth in the definition of Consolidated Fixed Charge Coverage Ratio.

"Funded Debt" means indebtedness (including the Notes) maturing by the terms thereof more than one year after the original creation thereof.

"GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, consistently applied, that are applicable to the circumstances as of the date of determination; provided that, for purposes of calculating the Consolidated Net Worth of a Person (including all components thereof), "GAAP" shall mean such generally accepted accounting principles as described above in effect on August 1, 1998.

"guarantee" means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any Person and any obligation, direct or indirect, contingent or otherwise, of such Person (1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation of such Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise) or (2) entered into for the purpose of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided, however, that the term "guarantee" shall not include endorsements for collection or deposit in the ordinary course of business. The term "guarantee" used as a verb has a corresponding meaning.

"Guarantors" means (1) each of the following Restricted Subsidiaries of IMC Global:

Carey Salt Company,* a Delaware corporation;

FMRP Inc., a Delaware corporation;

GSL Corporation,* a Delaware corporation;

Harris Chemical North America, Inc.,* a Delaware corporation;

IMC Canada Ltd., a Canadian federal corporation;

IMC Chemicals Inc.,* a Delaware corporation;

IMC Global Netherlands B.V., a Netherlands corporation;

IMC Global Operations Inc., a Delaware corporation;

IMC Global Potash Holdings N.V., a Netherland Antilles corporation;

IMC Inorganic Chemicals Inc.,* a Delaware corporation;

IMC Kalium Ogden Corp.,* a Delaware corporation;

IMC Phosphates Company, a Delaware general partnership;

IMC Potash Carlsbad Inc., a Delaware corporation;

78

IMC Potash Colonsay N.V., a Netherland Antilles corporation;

IMC Salt Inc.,* a Delaware corporation;

IMC USA Inc., a Delaware corporation;

KCL Holdings, Inc., a Delaware corporation;

NAMSCO Inc.,* a Delaware corporation;

NATI LLC,* a Delaware limited liability company;

Phosphate Resource Partners Limited Partnership, a Delaware limited partnership; and

The Vigoro Corporation, a Delaware corporation;

*

IMC Global plans to divest these subsidiaries. After the divestiture, these subsidiaries may be released from the Guaranty in accordance with the provisions thereof.

and (2) each other Restricted Subsidiary of IMC Global that issues a Note Guarantee pursuant to the "Limitation on Guarantees by Restricted Subsidiaries" covenant or otherwise, in each case, so long as the Note Guarantee of such Restricted Subsidiary is in full force and effect.

"IMC Chemicals Business Unit" means the IMC Chemicals business unit as defined for the purposes of IMC Global's consolidated financial statements for the year ended December 31, 2000.

"IMC Salt Business Unit" means the IMC Salt business unit as defined for the purposes of IMC Global's consolidated financial statements for the year ended December 31, 2000.

"incur" means to create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment. The accretion of principal of a non-interest bearing or other discount security or the accrual of interest shall not be deemed the incurrence of Indebtedness.

"Indebtedness" means with respect to any Person, without duplication,

(1)

all obligations of such Person for borrowed money;



(2)

all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;



(3)

all Capitalized Lease Obligations of such Person;



(4)

all obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations and all obligations under any title retention agreement (but excluding trade accounts payable and other accrued liabilities arising in the ordinary course of business);



(5)

all obligations for the reimbursement of any obligor on any letter of credit, banker's acceptance or similar credit transaction;



(6)

guarantees in respect of Indebtedness referred to in clauses (1) through (5) above and clause (8) below;



(7)

all obligations of any other Person of the type referred to in clauses (1) through (6) which are secured by any Lien on any asset of such Person, the amount of such obligation being deemed to be the lesser of the fair market value of such asset or the amount of the obligation so secured;



(8)

all obligations under Currency Agreements, Interest Swap Agreements and Commodity Agreements of such Person;



(9)

all Disqualified Capital Stock issued by such Person with the amount of Indebtedness represented by such Disqualified Capital Stock being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price; and

79

(10)

all Preferred Stock of any Subsidiary of such Person not held by such Person or any Restricted Subsidiary of such Person with the amount of Indebtedness represented by such Preferred Stock being equal to the liquidation value thereof.

For purposes hereof, the "maximum fixed repurchase price" of any Disqualified Capital Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Capital Stock as if such Disqualified Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to the Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Capital Stock, such fair market value shall be determined reasonably and in good faith by the Board of Directors of the issuer of such Disqualified Capital Stock.

    Notwithstanding the foregoing, "Indebtedness" shall not include (x) advances paid by customers in the ordinary course of business for services or products to be provided or delivered in the future or (y) deferred taxes.

"Independent Financial Advisor" means a firm:

•

which does not, and whose directors, officers or Affiliates do not, have a material financial interest in IMC Global and



•

which, in the judgment of the Board of Directors of IMC Global, is otherwise independent and qualified to perform the task for which it is to be engaged.

"interest" means, with respect to the Notes, interest and Additional Interest (as defined under "CRegistration Covenant; Exchange Offer"), if any.

"Interest Swap Obligations" means the obligations of any Person pursuant to any arrangement with any other Person, whereby, directly or indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying either a floating or a fixed rate of interest on a stated notional amount in exchange for payments made by such other Person calculated by applying a fixed or a floating rate of interest on the same notional amount and shall include, without limitation, interest rate swaps, caps, floors, collars and similar agreements.

"Investment" means, with respect to any Person, any direct or indirect loan or other extension of credit (including, without limitation, a guarantee) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition by such Person of any Capital Stock, bonds, notes, debentures or other securities or evidences of Indebtedness issued by, any Person. "Investment" excludes (1) extensions of trade credit by IMC Global and its Restricted Subsidiaries on commercially reasonable terms in accordance with normal trade practices of IMC Global or such Restricted Subsidiary, as the case may be, (2) any Restricted Payment described in clause (2) of the definition thereof and (3) any purchase or acquisition of Indebtedness of IMC Global or any of its Restricted Subsidiaries (other than any Restricted Payment described in clause (3) of the definition thereof). If IMC Global or any Restricted Subsidiary of IMC Global sells or otherwise disposes of any Common Stock of any direct or indirect Restricted Subsidiary of IMC Global such that, after giving effect to any such sale or disposition, IMC Global no longer owns, directly or indirectly, greater than 50% of the outstanding Common Stock of such Restricted Subsidiary, IMC Global will be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Capital Stock of such Restricted Subsidiary not sold or disposed of.

"Investment Grade Rating" means (1) with respect to S&P, any of the rating categories from and including AAA to and including BBB- and (2) with respect to Moody's, any of the rating categories from and including Aaa to and including Baa3.

    "Issue Date" means May 17, 2001.

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"Liens" means any mortgage, pledge, security interest, encumbrance, lien, charge or adverse claim affecting title or resulting in any encumbrance against real or personal property or a security interest of any kind, including, without limitation, any conditional sale or other title retention agreement or lease in the nature thereof or any filing or agreement to file a financing statement as debtor under the Uniform Commercial Code or any similar statute other than to reflect ownership by a third party of property leased to IMC Global or any of its Subsidiaries under a lease that is not in the nature of a conditional sale or title retention agreement.

"Moody's" means Moody's Investor's Services, Inc. or any successor thereto.

"Net Cash Proceeds" means, with respect to any Asset Sale, the proceeds in the form of cash or Cash Equivalents including payments in respect of deferred payment obligations when received in the form of cash or Cash Equivalents (other than the portion of any such deferred payment constituting interest) received by IMC Global or any of its Restricted Subsidiaries from such Asset Sale, net of

•

all out-of-pocket expenses and fees relating to such Asset Sale (including legal, accounting and investment banking fees and sales commissions),



•

taxes paid or payable after taking into account any reduction in consolidated tax liability due to available tax credits or deductions and any tax sharing arrangements,



•

the decrease in proceeds from Qualified Securitization Transactions which results from such Asset Sale and



•

appropriate amounts provided by IMC Global or any Restricted Subsidiary as a reserve in accordance with GAAP against any liabilities associated with such Asset Sale and retained by IMC Global or any Restricted Subsidiary after such Asset Sale, including pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale.

"Net Proceeds Offer" has the meaning set forth in the third paragraph of the "Limitation on Asset Sales" covenant.

"Net Proceeds Offer Amount" has the meaning set forth in the third paragraph of the "Limitation on Asset Sales" covenant.

"Non-Cash Asset Write-Down" means a non-cash write-down or write-off of an asset (other than any such write-down or write-off that requires an accrual of or a reserve for cash charges for any future period); provided that upon the sale of such asset such write-down or write-off shall not be taken into account in calculating Consolidated Net Income, to the extent the gain from any such sale would otherwise increase Consolidated Net Income.

"Note Guarantee" means a guarantee of the Notes contemplated under "—Subsidiary Guarantees" or issued pursuant to the "Limitation on Guarantees by Restricted Subsidiaries" covenant.

"Ogden" means the solar evaporation facility located in Ogden, Utah, as defined for the purposes of IMC Global's consolidated financial statements for the year ended December 31, 2000.

"Other Indebtedness" has the meaning set forth in the third paragraph of the "Limitation on Asset Sales" covenant.

"Permitted Indebtedness" means, without duplication, each of the following:

(1)

Indebtedness of IMC Global and its Restricted Subsidiaries outstanding on the Issue Date, including any such Indebtedness held by IMC Global or any of its Restricted Subsidiaries;



(2)

the Notes issued on the Issue Date and any Note Guarantees;

81

(3)

Indebtedness incurred by IMC Global or any of its Restricted Subsidiaries pursuant to the Credit Agreement in an aggregate principal amount not to exceed the greater of:



•

$500.0 million at any time outstanding, less any repayments actually made thereunder with the Net Cash Proceeds of Asset Sales in accordance with the "Limitation on Asset Sales" covenant, and



•

the sum of 85% of the book value of accounts receivable and 50% of the book value of inventory of IMC Global and its Restricted Subsidiaries, calculated on a consolidated basis and in accordance with GAAP, less the amount of Indebtedness incurred and outstanding pursuant to clause (14) below;

(4)

Interest Swap Obligations of IMC Global relating to:



•

Indebtedness of IMC Global or any of its Restricted Subsidiaries or



•

Indebtedness that IMC Global or any of its Restricted Subsidiaries reasonably intends to incur within six months; and

Interest Swap Obligations of any Restricted Subsidiary of IMC Global relating to:

•

Indebtedness of such Restricted Subsidiary or



•

Indebtedness that such Restricted Subsidiary reasonably intends to incur within six months; provided

any such Interest Swap Obligations will constitute "Permitted Indebtedness" only if they are entered into to protect IMC Global and its Restricted Subsidiaries from fluctuations in interest rates on Indebtedness permitted under the Indenture to the extent the notional principal amount of such Interest Swap Obligations, when incurred, do not exceed the principal amount of the Indebtedness to which such Interest Swap Obligations relate;

(5)

Indebtedness by IMC Global or any of its Restricted Subsidiaries under Commodity Agreements and Currency Agreements; provided that (x) such agreements are entered into to protect IMC Global and its Restricted Subsidiaries from fluctuations in the price of commodities actually at that time used in the ordinary course of business of IMC Global and its Restricted Subsidiaries, in the case of Commodity Agreements, and from fluctuations in currency exchange rates, in the case of Currency Agreements, and (y) in the case of Currency Agreements which relate to Indebtedness, such Currency Agreements do not increase the Indebtedness of IMC Global and its Restricted Subsidiaries outstanding other than as a result of fluctuations in foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder;



(6)

Indebtedness of a Restricted Subsidiary of IMC Global owed to IMC Global or to a Restricted Subsidiary of IMC Global for so long as such Indebtedness is held by IMC Global or a Restricted Subsidiary of IMC Global, in each case subject to no Lien held by a Person other than IMC Global or a Restricted Subsidiary of IMC Global (other than Liens granted under the Credit Agreement); provided that if any Person other than IMC Global or a Restricted Subsidiary of IMC Global owns or holds any such Indebtedness or holds a Lien in respect of such Indebtedness (other than Liens granted under the Credit Agreement), the issuer of such Indebtedness shall be deemed to have incurred at such time Indebtedness not permitted by this clause (6);



(7)

Indebtedness of IMC Global to a Restricted Subsidiary for so long as such Indebtedness is held by a Restricted Subsidiary, in each case subject to no Lien (other than Liens granted under the Credit Agreement); provided that (x) any Indebtedness of IMC Global to any Restricted Subsidiary (other than Indebtedness subject to Liens granted under the Credit

82

Agreement) is unsecured and subordinated, pursuant to a written agreement, to IMC Global's obligations under the Notes and (y) if any Person other than a Restricted Subsidiary owns or holds any such Indebtedness or any Person holds a Lien in respect of such Indebtedness (other than Liens granted under the Credit Agreement), IMC Global shall be deemed to have incurred at such time Indebtedness not permitted by this clause (7);

(8)

Indebtedness of IMC Global or any of its Restricted Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within two business days of incurrence;



(9)

Indebtedness of IMC Global or any of its Restricted Subsidiaries represented by letters of credit for the account of IMC Global or such Restricted Subsidiary, as the case may be, in order to provide security for workers' compensation claims, payment obligations in connection with self-insurance or similar requirements in the ordinary course of business;



(10)

Refinancing Indebtedness incurred to Refinance Indebtedness (x) incurred pursuant to the Coverage Ratio Exception or pursuant to clause (2) above or this clause (10) or (y) referred to in clause (1) above;



(11)

indemnification, adjustment of purchase price or similar obligations of IMC Global or any of its Restricted Subsidiaries, in each case, incurred in connection with the disposition of any assets of IMC Global or any of its Restricted Subsidiaries (other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such assets for the purpose of financing such acquisition); provided that the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the net proceeds actually received by IMC Global and such Restricted Subsidiary from such disposition;



(12)

obligations of IMC Global or any of its Restricted Subsidiaries in respect of performance bonds and completion, guarantee, surety and similar bonds in the ordinary course of business;



(13)

Capitalized Lease Obligations and Purchase Money Indebtedness of IMC Global or any of its Restricted Subsidiaries, and Refinancing Indebtedness thereof, in an aggregate amount not to exceed $50.0 million at any time outstanding;



(14)

the incurrence by a Securitization Entity of Indebtedness in a Qualified Securitization Transaction that is not recourse (except for Standard Securitization Undertakings) to IMC Global or any of its Restricted Subsidiaries not to exceed $100 million at any time outstanding;



(15)

Indebtedness consisting of take-or-pay obligations contained in supply agreements entered into in the ordinary course of business;



(16)

industrial revenue bonds or similar tax-exempt Indebtedness of IMC Global or any of its Restricted Subsidiaries incurred to finance the construction or improvement of operations of IMC Global and its Restricted Subsidiaries in an aggregate principal amount not to exceed $50.0 million at any time outstanding;



(17)

the guarantee by IMC Global or any of its Restricted Subsidiaries of Indebtedness incurred by IMC Global or any of its Restricted Subsidiaries that was permitted to be incurred by the Coverage Ratio Exception or another clause in this definition of Permitted Indebtedness; provided, that the "Limitation on Guarantees by Restricted Subsidiaries" covenant, to the extent applicable, has been complied with;

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(18)

Indebtedness of Foreign Subsidiaries in an aggregate amount not to exceed $25.0 million at any time outstanding; and



(19)

additional Indebtedness of IMC Global or any of its Restricted Subsidiaries in an aggregate principal amount not to exceed $50.0 million at any time outstanding.

"Permitted Investments" means:

(1)

Investments by IMC Global or any of its Restricted Subsidiaries in any Person that is or will become immediately after such Investment a Restricted Subsidiary of IMC Global or that will merge or consolidate into IMC Global or any of its Restricted Subsidiaries; provided that any Investment by IMC Global or any of its Restricted Subsidiaries (other than any Phosphates Entity) in any Phosphates Entity shall be in the form of Indebtedness, which shall increase the amount for which such Phosphates Entity is obligated under its Note Guarantee as described in the third paragraph under "—Subsidiary Guarantee";



(2)

Investments in IMC Global by any of its Restricted Subsidiaries; provided that any Indebtedness evidencing such Investment (other than Indebtedness subject to Liens granted under the Credit Agreement) is unsecured and subordinated, pursuant to a written agreement, to IMC Global's obligations with respect to the Notes;



(3)

investments in cash and Cash Equivalents;



(4)

loans and advances to employees and officers of IMC Global and its Restricted Subsidiaries in the ordinary course of business;



(5)

Investments in joint ventures not to exceed $25.0 million; provided that



•

such joint ventures do not have any Indebtedness for borrowed money at any time on or after the date of such Investment (other than Indebtedness owing to the equity holders of such joint ventures),



•

the documentation governing any such joint venture does not contain a restriction on distributions to IMC Global or any of its Subsidiaries, and



•

each such joint venture is engaged only in the businesses in which IMC Global and its Restricted Subsidiaries are engaged in on the Issue Date and businesses similar, related or ancillary thereto;

(6)

Investments in securities received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any debtors of IMC Global or its Restricted Subsidiaries;



(7)

Investments received as consideration from an Asset Sale made in compliance with the "Limitation on Asset Sales" covenant;



(8)

Investments existing on the Issue Date;



(9)

any Investment by IMC Global or a wholly owned Subsidiary of IMC Global in a Securitization Entity or any Investment by a Securitization Entity in any other Person in connection with a Qualified Securitization Transaction; provided that any Investment in a Securitization Entity is in the form of a purchase money note or an equity interest;



(10)

any Indebtedness of IMC Global to any of its Subsidiaries incurred in connection with the purchase of accounts receivable and related assets by IMC Global from any such Subsidiary which assets are subsequently conveyed by IMC Global to a Securitization Entity in a Qualified Securitization Transaction;

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(11)

Investments in Interest Swap Obligations, Commodity Agreements and Currency Agreements of the type described in clauses (4) and (5) of the definition of "Permitted Indebtedness";



(12)

any deemed Investment in all or any portion of the IMC Chemicals Business Unit occurring by operation of the last sentence of the definition of "Investment"; and



(13)

additional Investments in an aggregate amount not to exceed $25.0 million at any time outstanding.

"Permitted Liens" means, with respect to any Person:

(1)

Liens existing as of August 1, 1998;



(2)

Liens on assets of, or any Capital Stock of or secured debt of, any Person existing at the time such Person becomes a Restricted Subsidiary of IMC Global or at the time such Person is merged into IMC Global or any of its Restricted Subsidiaries;



(3)

Liens in favor of IMC Global or any of its Restricted Subsidiaries;



(4)

Liens in favor of governmental bodies to secure progress or advance payments;



(5)

Liens securing industrial revenue or pollution control bonds;



(6)

Liens on property to secure Indebtedness incurred for the purpose of (x) financing all or any part of the purchase price of such property incurred prior to, at the time of, or within 180 days after, the acquisition of such property or (y) financing all or any part of the cost of construction, improvement, development or expansion of any such property;



(7)

statutory liens or landlords', carriers', warehousemen's, mechanics', suppliers', materialmen's, repairmen's or other like Liens arising in the ordinary course of business and with respect to amounts not yet delinquent or being contested in good faith by appropriate proceedings, if a reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor;



(8)

Liens on current assets of Restricted Subsidiaries securing Indebtedness of such Restricted Subsidiaries; and



(9)

any extensions, substitutions, replacements or renewals in whole or in part of a Lien (an "existing Lien") enumerated in clauses (1) through (8) above; provided that (x) the Lien may not extend beyond the assets or Indebtedness subject to the existing Lien and (y) improvements and construction on such assets and the Indebtedness secured by the Lien may not exceed the Indebtedness secured at the time by the existing Lien.

"Person" means an individual, partnership, corporation, limited liability company, unincorporated organization, trust or joint venture or a governmental agency or political subdivision thereof.

"Phosphates Entities" means PLP; IMC Phosphates Company, a Delaware general partnership; IMC Phosphates MP Inc., a Delaware corporation; and their respective Subsidiaries.

"PLP" means Phosphate Resource Partners Limited Partnership, a Delaware limited partnership.

"Preferred Stock" of any Person means any Capital Stock of such Person that has preferential rights to any other Capital Stock of such Person with respect to dividends or redemptions or upon liquidation.

"Principal Property" means any manufacturing plant or warehouse owned or leased by IMC Global or any Subsidiary of IMC Global, whether owned or leased as of August 1, 1998 or thereafter, the gross book value of which exceeds 1% of Consolidated Net Worth, other than manufacturing plants and warehouses which the Board of Directors of IMC Global by resolution declares are not of material importance to the total business conducted by IMC Global and its Restricted Subsidiaries as an entirety

85

and which, when taken together with all other plants and warehouses as to which such a declaration has been so made, is so declared by the Board of Directors of IMC Global to be not of material importance to the total business conducted by IMC Global and its Restricted Subsidiaries as an entirety.

"Pro Forma Cost Savings" means, with respect to any period ended on any Transaction Date, the reductions in costs with respect to the applicable Four Quarter Period that are directly attributable to any Investments, acquisitions, dispositions, mergers, consolidations or discontinued operations and calculated on a basis that is consistent with Article 11 of Regulation S-X under the Securities Act.

"Purchase Money Indebtedness" means Indebtedness of IMC Global or any of its Restricted Subsidiaries incurred for the purpose of financing all or any part of the purchase price, or the cost of construction or improvement, of any assets to be used in the ordinary course of business by IMC Global or any of its Restricted Subsidiaries; provided, however, that (1) the aggregate principal amount of such Indebtedness shall not exceed such purchase price or cost, (2) such Indebtedness shall be incurred no later than 180 days after the acquisition of such assets or completion of such construction or improvement and (3) such Indebtedness shall not be secured by any assets of IMC Global or any of its Restricted Subsidiaries other than the assets so acquired and improvements thereon.

"Qualified Capital Stock" means any Capital Stock of IMC Global that is not Disqualified Capital Stock.

"Qualified Securitization Transaction" means any transaction or series of transactions that may be entered into by IMC Global, any of its Restricted Subsidiaries or a Securitization Entity pursuant to which IMC Global or such Restricted Subsidiary or that Securitization Entity may, pursuant to customary terms, sell, convey or otherwise transfer to, or grant a security interest in for the benefit of, (1) a Securitization Entity or IMC Global or any of its Restricted Subsidiaries which subsequently transfers to a Securitization Entity (in the case of a transfer by IMC Global or such Restricted Subsidiary) and (2) any other Person (in the case of transfer by a Securitization Entity), any accounts receivable (whether now existing or arising or acquired in the future) of IMC Global or any of its Restricted Subsidiaries which arose in the ordinary course of business of IMC Global and its Restricted Subsidiaries, and any assets related thereto, including, without limitation, all collateral securing such accounts receivable, all contracts and contract rights and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets (including contract rights) which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable.

"Rating Agency" means each of (a) S&P and (b) Moody's.

"Refinance" means, in respect of any security or Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue a security or Indebtedness in exchange or replacement for, such security or Indebtedness in whole or in part. "Refinanced" and "Refinancing" shall have correlative meanings.

"Refinancing Indebtedness" means, with respect to any Indebtedness, Indebtedness incurred to Refinance such Indebtedness that does not

(1)

result in an increase in the aggregate principal amount of Indebtedness being Refinanced as of the date of such proposed Refinancing (plus the amount of any premium required to be paid under the terms of the instrument governing such Indebtedness and plus the amount of reasonable expenses incurred by IMC Global in connection with such Refinancing) or

86

(2)

create Indebtedness with



•

a Weighted Average Life to Maturity that is less than the Weighted Average Life to Maturity of the Indebtedness being Refinanced or



•

a final maturity earlier than the final maturity of the Indebtedness being Refinanced;

provided that (x) if the Indebtedness being Refinanced is subordinate or junior to the Notes, then such Refinancing Indebtedness shall be subordinate to the Notes at least to the same extent and in the same manner as the Indebtedness being Refinanced and (y) if the obligors on the Indebtedness being Refinanced include only IMC Global and/or one or more Guarantors, the obligors on the Refinancing Indebtedness thereof shall not include any Person other than IMC Global and/or one or more Guarantors.

"Restricted Payment" means to

(1)

declare or pay any dividend or make any distribution on or in respect of IMC Global's Capital Stock to holders of such Capital Stock, other than dividends or distributions payable in Qualified Capital Stock of IMC Global,



(2)

purchase, redeem or otherwise acquire or retire for value any Capital Stock of IMC Global or any warrants, options or other rights to purchase or acquire any Capital Stock of IMC Global,



(3)

make any principal payment on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, any Indebtedness of IMC Global or any Guarantor that is subordinate or junior in right of payment to the Notes or the Note Guarantee of such Guarantor or



(4)

make any Investment other than Permitted Investments.

"Restricted Subsidiary" of any Person means any Subsidiary of such Person which at the time of determination is not an Unrestricted Subsidiary.

"Revocation" has the meaning set forth in the "Limitation on Designations of Unrestricted Subsidiaries" covenant.

"S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor thereto.

"Sale and Leaseback Transaction" has the meaning set forth in the second paragraph of the "Limitations on Liens and Sale and Leaseback Transactions" covenant.

"Securitization Entity" means a wholly owned Subsidiary of IMC Global (or another Person in which IMC Global or any Subsidiary of IMC Global makes an Investment and to which IMC Global or any Subsidiary of IMC Global transfers accounts receivable) which engages in no activities other than in connection with the financing of accounts receivable and which is designated by the Board of Directors of IMC Global (as provided below) as a Securitization Entity

(1)

no portion of the Indebtedness or any other obligations (contingent or otherwise) of which



•

is guaranteed by IMC Global or any Subsidiary of IMC Global (other than the Securitization Entity) (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness)) pursuant to Standard Securitization Undertakings,



•

is recourse to or obligates IMC Global or any Subsidiary of IMC Global (other than the Securitization Entity) in any way other than pursuant to Standard Securitization Undertakings or

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•

subjects any asset of IMC Global or any Subsidiary of IMC Global (other than the Securitization Entity), directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings and other than any interest in the accounts receivable (whether in the form of an equity interest in such assets or subordinated indebtedness payable primarily from such financed assets) retained or acquired by IMC Global or any Subsidiary of IMC Global,

(2)

with which neither IMC Global nor any Subsidiary of IMC Global has any material contract, agreement, arrangement or understanding other than on terms no less favorable to IMC Global or such Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of IMC Global, other than fees payable in the ordinary course of business in connection with servicing receivables of such entity, and



(3)

to which neither IMC Global nor any Subsidiary of IMC Global has any obligation to maintain or preserve such entity's financial condition or cause such entity to achieve certain levels of operating results.

Any such designation by the Board of Directors of IMC Global shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of IMC Global giving effect to such designation and an officers' certificate certifying that such designation complied with the foregoing conditions.

"Significant Subsidiary" means any Restricted Subsidiary of IMC Global which, at the date of determination, is a "significant subsidiary" as such term is defined in Regulation S-X under the Exchange Act.

"Specified Discontinued Businesses" means the IMC Chemicals Business Unit, the IMC Salt Business Unit and Ogden.

"Standard Securitization Undertakings" means representations, warranties, covenants and indemnities entered into by IMC Global or any Subsidiary of IMC Global which are reasonably customary in an accounts receivable securitization transaction.

"Stated Maturity" when used with respect to any security or any installment of interest thereon, means the date specified in such security as the fixed date on which the principal of such security or such installment of interest is due and payable.

"Subsidiary" of any Person means (1) any Person of which more than 50% of the total voting power of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the Restricted Subsidiaries of that Person or a combination thereof, and (2) any partnership, joint venture or other Person in which such Person or one or more of the Restricted Subsidiaries of that Person or a combination thereof has the power to control by contract or otherwise the board of directors or equivalent governing body or otherwise controls such entity.

"Unrestricted Subsidiary" of any Person means:

(1)

for purposes of the "Limitations on Liens and Sale and Leaseback Transactions" covenant and related definitions only:



•

any Subsidiary of IMC Global that at the time of determination has been designated an "Unrestricted Subsidiary" under the Indenture by the Board of Directors in the manner provided below and



•

any Subsidiary of such an "Unrestricted Subsidiary."

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The Board of Directors of IMC Global may designate any Subsidiary of IMC Global (including any newly acquired or newly formed Subsidiary) to be an "Unrestricted Subsidiary" for purposes of the "Limitations on Liens and Sale and Leaseback Transactions" covenant and related definitions unless such Subsidiary owns any Capital Stock of, or owns or holds any property of, IMC Global or any other Subsidiary of IMC Global that is not a Subsidiary of the Subsidiary so designated; provided, however, that (x) the Subsidiary to be so designated has total assets of $5,000 or less and (y) the following Subsidiaries may not be designated Unrestricted Subsidiaries: IMC Global Operations Inc., a Delaware corporation; International Minerals & Chemical Corporation (Canada) Limited, a Canadian company; IMC-Agrico Company, a Delaware general partnership; and any intermediate holding company between any of the foregoing and IMC Global. Any such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the board resolutions giving effect to such designation and an officers' certificate certifying that such designation complied with the foregoing provisions.

(2)

for all other purposes of the Indenture:



•

any Subsidiary of such Person that at the time of determination has been designated an Unrestricted Subsidiary, and has not been redesignated a Restricted Subsidiary, in accordance with the "Limitation on Designation of Unrestricted Subsidiaries" covenant; and



•

any Subsidiary of such an Unrestricted Subsidiary.

"U.S. Government Obligations" shall mean securities that are (1) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America, the payment of which is unconditionally guaranteed as full faith and credit obligation by the United States of America, that, in either case, are not callable or redeemable at the option of the issuer thereof and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Obligations or a specific payment of interest on or principal of any such U.S. Government Obligations held by such custodian for the account of the holder of a depository receipt; provided, that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt for any amount received by the custodian in respect of the U.S. Government Obligations or the specific payment of interest on or principal of the U.S. Government Obligations evidenced by such depository receipt.

"Value" means an amount equal to the greater of the net proceeds of the sale or transfer of the property leased pursuant to a Sale and Leaseback Transaction, or the fair value as determined by the Board of Directors of IMC Global of the leased property at the time of entering into such Sale and Leaseback Transaction.

"Voting Stock" means, with respect to any Person, Capital Stock of such Person entitling the holders thereof, under ordinary circumstances, to vote in the election of the Board of Directors of such Person.

"Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1)

the then outstanding aggregate principal amount of such Indebtedness into



(2)

the sum of the total of the products obtained by multiplying



•

the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof, by

89

•

the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment.

Book-Entry, Delivery and Form

    General.  Each series of Notes were initially issued in the form of a global note (collectively, the "Global Notes"). The Global Notes were deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co. as nominee of DTC. Except in the limited circumstances described below, beneficial interests in the Global Note will be shown on, and transfers thereof will be effected only through, records maintained in book-entry form by DTC.

    DTC.  DTC has advised us that it is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities of its participants and to facilitate the clearance and settlement of transactions amongst its participants in such securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. DTC's participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations, some of whom (and /or their representatives) own DTC.

    Except as described below, owners of interests in the Global Notes do not have Notes registered in their names, do not receive physical delivery of Notes in certificated form and are not be considered the registered owners or holders of Notes for any purpose. So long as DTC is the registered owner or holder of a Global Note, such party will be considered the sole owner or holder of the Notes represented by such Global Note for all purposes under the Indenture and the Notes. Accordingly, each Person owning a beneficial interest in a Global Note must rely on the procedures of DTC and their participants or holders to exercise any rights and remedies of a holder under the Indenture. Payments of principal and interest on the Global Notes will be made to one or more paying agents on behalf of DTC as the registered owner thereof.

    The laws of some countries and some states in the United States require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such Persons may be limited to that extent. Because DTC can act only on behalf of its participants or holders, the ability of a Person having beneficial interests in a Global Note to pledge such interests to Persons or entities that do not participate in the relevant clearing system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

    Payments on the Global Notes.  While the Notes are represented by the Global Notes, payments in respect of the principal of, premium, if any, and interest on the Global Notes will be made through one or more paying agents appointed under the Indenture (which initially will include the Trustee) on behalf of DTC in its capacity as the registered holder of the Notes under the Indenture. If definitive Notes have been issued, the Indenture requires IMC Global to make payments in respect of such definitive Notes (including principal, premium and interest) by wire transfer of immediately available funds to the accounts specified by the holders thereof or, if no such account is specified, by mailing a check to each such holder's registered address.

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    Under the terms of the Indenture, IMC Global and the Trustee will treat the Persons in whose names the Notes, including the Global Notes, are registered as the owners thereof for the purpose of receiving such payments and for any and all other purposes whatsoever. Consequently, none of IMC Global, the Trustee, or any agent of IMC Global or the Trustee has or will have any responsibility or liability for

•

any aspect or accuracy of the records of the relevant clearing system, the participants therein or the holders thereof, as the case may be, relating to payments made on account of beneficial ownership interests in the Global Notes, or for maintaining, supervising or reviewing any records of such clearing system, participant or holder relating to beneficial ownership interests in the Global Notes, or



•

any other matter relating to the actions and practices of the relevant clearing system or the participants therein or the holders thereof.

    DTC, upon receipt of any such payment, will immediately credit the accounts of its relevant participants or holders with payments in amounts proportionate to their respective holdings in principal amount of beneficial interests in the Global Notes, as shown on the records of DTC. IMC Global expects that payments by such participants or holders, as the case may be, to the beneficial owners of Global Notes will be governed by standing instructions and customary practices and will be the responsibility of such participants or holders. Neither IMC Global nor the Trustee will have responsibility or liability for the payment of amounts owing in respect of beneficial interests in the Global Notes held by the Trustee.

    Transfers of Global Securities and Interests in Global Securities.  Unless definitive securities are issued, the Global Notes may be transferred, in whole and not in part, only by DTC to the Trustee, or by the Trustee to DTC, or to another nominee or successor thereof or a nominee of such successor.

    Transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its holders and intermediaries. Any secondary market trading activity in beneficial interests in the Global Notes is expected to occur through the participants or holders and intermediaries of DTC and the securities custody accounts of investors will be credited with their holdings against payment in same-day funds on the settlement date.

    No service charge will be made for any registration of transfer or exchange of the Notes, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

    Although DTC has agreed to various procedures to facilitate transfers of interests in the Global Notes among participants and holders in DTC, it is under no obligation to perform or to continue to perform such procedures, and such procedures may be discontinued at any time. Neither IMC Global, the Trustee, nor any agent of ours or the Trustee will have any responsibility for the nonperformance or misperformance (as a result of insolvency, mistake, misconduct or otherwise) by DTC or its participants, indirect participants, holders or intermediaries of their respective obligations under the rules and procedures governing their operations.

    We understand that under existing industry practices, if IMC Global or the Trustee requests any action of holders of Notes, or if an owner of a beneficial interest in a Global Note desires to give instructions or take an action that a holder is entitled to give or take under the Indenture, DTC would authorize their respective participants or holders, as the case may be, owning the relevant beneficial interest to give instructions to take such action, and such participants or holders would authorize indirect participants or intermediaries to give instructions or take such action, or would otherwise act upon the instructions of such indirect participants or intermediaries. DTC is not required to authorize holders to take any action.

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    IMC Global understands that under existing practices of DTC if less than all of the Notes are to be redeemed at any time, DTC will credit its participants' or holders' accounts on a proportionate basis, with adjustments to prevent fractions, or by lot or on such other basis as DTC deems fair and appropriate, provided that no beneficial interests of less than $1,000 may be redeemed in part.

    Except in the limited circumstances described below, owners of beneficial interests in Global Notes will not be entitled to receive physical delivery of definitive Notes. Transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants, which rules and procedures may change from time to time.

    Certificated Notes.  Beneficial interests in a Global Note are exchangeable for definitive Notes in registered certificated form only if:

(1)

DTC is closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so and no alternative clearance system satisfactory to the Trustee, is available,



(2)

an Event of Default under the Indenture occurs and is continuing, upon the request delivered in writing to DTC or the Trustee,



(3)

at any time IMC Global in its sole discretion determines that the Global Notes should be exchanged for definitive Notes or



(4)

DTC is at any time unwilling or unable to continue as depositary and a successor depositary is not able to be appointed by IMC Global within 90 days;

provided that in the case of clauses (1), (3) or (4), such exchange shall be only for all Notes of such series and in the case of clause (2), such exchange may be for all or some Notes of such series.

    Any certificated Notes will be issued registered form denominations of $1,000 in nominal amount and multiples thereof. In all cases, certificated Notes delivered in exchange for any Global Note or beneficial interest in the Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of DTC in accordance with its customary procedures. The Notes may not be issued in bearer form.

    In the case of the issuance of certificated Notes in the limited circumstances set forth above, the holder of any such certificated note may transfer such note by surrendering it at the offices or agencies of IMC Global maintained for such purpose within the City and State of New York. Until otherwise designated by IMC Global, IMC Global's office or agency in the City and State of New York will be the offices of the Trustee maintained for such purpose. In the event of a partial transfer of a holding of Notes represented by one certificate, or partial redemption of such a holding represented by one certificate, a new certificate shall be issued to the transferee in respect of the part transferred or redeemed and a further new certificate in respect of the balance of the holding not transferred or redeemed shall be issued to the transferor, provided that no certificate in denominations less than $1,000 shall be issued. Each new certificate to be issued shall be available for delivery within ten business days at the office of the Trustee. The cost of preparing, printing, packaging and delivering the certificated Notes shall be borne by IMC Global.

    IMC Global shall not be required to register the transfer or exchange of certificated Notes for a period of 15 days preceding

•

the due date for any payment of principal of or interest on the Notes, or



•

the date fixed for a selection of Notes to be redeemed.

    Also, IMC Global is not required to register the transfer or exchange of any Notes selected for redemption. In the event of the transfer of any certificated note, the Trustee may require a holder,

92

among other things, to furnish appropriate endorsements and transfer documents, and IMC Global may require a holder to pay any taxes and fees required by law and permitted by the Indenture and the Notes.

    If certificated Notes are issued and a holder of a certificated Note claims that the Note has been lost, destroyed or wrongfully taken or if such Note is mutilated and is surrendered to the Trustee, IMC Global shall issue and the Trustee shall authenticate a replacement Note if the Trustee's and IMC Global's requirements are met. If required by the Trustee or IMC Global, an indemnity bond sufficient in the judgment of both to protect IMC Global, the Trustee or any paying agent or authenticating agent appointed pursuant to the Indenture from any loss which any of them may suffer if a Note is replaced must be posted. IMC Global may charge for its expenses in replacing a Note.

    In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, or is about to be redeemed or purchased by IMC Global pursuant to the provisions of the Indenture, IMC Global in its discretion may, instead of issuing a new Note, pay, redeem or purchase such Note, as the case may be.

    To the extent permitted by law, IMC Global, any paying agent, the Registrar and the Transfer Agent shall be entitled to treat the Person in whose name any certificated Note is registered as the absolute owner thereof. The Indenture contains provisions relating to the maintenance of a register reflecting ownership of certificated Notes, if any, and other provisions customary for a registered debt security including registration as to both principal and stated interest and restrictions on transfer except by surrender of a certificated Note and either the reissuance of such certificated Note or the issuance of a new certificated Note to the new holder. Payment of principal on each certificated Note will be made to the holder against presentation and surrender. Payment of interest on each certificated Note will be made to the holder appearing on the register at the close of business on the record date at his address shown on the register on the record date.

    None of IMC Global, the Trustee, the Depositary or any paying agent will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, any book-entry interest.

    Redemption of Global Notes.  In the event that any Global Note (or any portion thereof) is redeemed, the Trustee will redeem an equal amount of the book-entry interests in such Global Note from the amount received by it in respect to the redemption of such Global Note. The redemption price payable in connection with the redemption of such book-entry interests will be equal to the amount received by the Trustee in connection with the redemption of such Global Note (or any portion thereof).

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UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

    The following is a summary of the material federal income tax consequences of ownership of the New Notes. This discussion is a general summary only and does not address all tax aspects of ownership of the New Notes that may be relevant to a prospective investor's particular circumstances. This discussion deals only with New Notes held as capital assets and does not deal with the consequences to special classes of holders of the New Notes, such as dealers in notes or currencies, life insurance companies, tax exempt entities, financial institutions, persons with a functional currency other than the U.S. dollar, U.S. expatriates or investors in pass-through entities such as partnerships. It does not deal with the effects of any arrangement entered into by a holder of the New Notes that partially or completely hedges the New Notes, or otherwise holds the New Notes as part of a synthetic security or other integrated investment. In general, this discussion assumes that a holder acquires New Notes at original issue. The discussion is based upon the Internal Revenue Code of 1986, as amended (the "Code"), and the related regulations, rulings, and judicial decisions as of the date of this prospectus, any of which may be repealed or modified in a manner resulting in federal income tax consequences that differ from those described below. This discussion does not address the tax considerations arising under the laws of any foreign, state or local jurisdiction.

Holders of the Notes should consult their own tax advisors concerning U.S. federal income tax consequences resulting from their particular situations, and state, local, franchise, gift and estate tax consequences, or other consequences under the laws of any other taxing jurisdiction.

U.S. Holders

    The following discussion addresses the U.S. federal income tax consequences to a U.S. holder of a New Note. For purposes of this discussion, a "U.S. holder" is a note holder that is (1) a citizen or resident of the United States for United States federal income tax purposes, including an alien individual who is a lawful permanent resident of the United States or meets the "substantial presence" test prescribed under the Code, (2) a corporation, partnership, or other entity organized under the laws of the United States or any political subdivision of the United States, (3) an estate taxed by the United States without regard to its source of income or (4) a trust if the trust has validly elected to be treated as a United States person for U.S. federal income tax purposes of if (a) a court within the United States can exercise primary supervision over its administration and (b) one or more United States persons have authority to control all of its substantial decisions.

Exchange Offer in Connection with Registration of the New Notes

    The exchange of the Outstanding Notes for the New Notes, which have substantially identical terms, in connection with the registration of the New Notes will not be a taxable event for federal income tax purposes. Consequently, no gain or loss will be recognized by U.S. holders and non-U.S. holders of the Outstanding Notes upon receipt of the New Notes and ownership of the New Notes will be considered a continuation of ownership of the Outstanding Notes. For purposes of determining gain or loss upon the subsequent sale or exchange of the New Notes, a holder will have the same tax basis and holding period in the New Notes that the holder had in the Outstanding Notes. The U.S. federal income tax consequences of holding and disposing of the New Notes will be the same as those of holding and disposing of the Outstanding Notes.

Interest and Original Issue Discount

    Payments of stated interest on a New Note will be taxable as ordinary interest income at the time it is received or accrued, depending upon the method of accounting applicable to the holder of the New Note.

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    With respect to original issue discount ("OID"), we intend to take the position (which generally will be binding on holders) that the New Notes are not issued with OID. Accordingly, the U.S. holders will include stated interest in gross income in accordance with their methods of accounting for tax purposes. This position is based in part upon our conclusion that, as of the date of this prospectus, the likelihood of paying additional amounts as described under "Description of Notes" should be "remote" within the meaning of applicable Treasury regulations. We intend to treat any such payments as additional interest payable on the New Notes which should be taxable to U.S. holders at the time is accrues or is received in accordance with such holder's regular method of accounting. The Internal Revenue Service may or may not agree with this conclusion.

Additional Interest

    The interest rate on the New Notes may be increased if the New Notes are not registered with the SEC within the prescribed time period or if we do not commence the exchange offer within the prescribed time period. We believe that the possibility that any additional interest will be paid is "remote and incidental" under applicable Treasury Regulations and, therefore, that any additional interest will be taxable to U.S. holders at the time that it accrues or is received in accordance with each U.S. holder's method of accounting. The Internal Revenue Service may take a different position, which could affect the time when the additional interest, if any, would be taxable to a U.S. holder.

Sale, Exchange or Retirement of the New Notes

    Upon the sale, exchange or retirement of the New Notes, a U.S. holder will recognize gain or loss equal to the difference between the amount realized upon the sale, exchange or retirement, less a portion allocable to any accrued and unpaid interest, which will be taxable as ordinary income, and the U.S. holder's adjusted tax basis in the New Notes. A U.S. holder' adjusted tax basis in the New Notes generally will be the U.S. holder's cost of the New Notes, less any principal payments received by the holder.

    Gain or loss recognized by a U.S. holder on the sale, exchange or retirement of the New Notes will be capital gain or loss. The gain or loss will be long-term capital gain or loss if the New Notes have been held by the U.S. holder for more than twelve months. In the case of a noncorporate U.S. holder, long-term capital gain is subject to a maximum U.S. Federal tax rate of 20%. The deductibility of capital losses by U.S. holders is subject to certain limitations.

Market Discount

    Any gain or loss on a disposition of a New Note would generally be a capital gain or loss. However, a subsequent purchaser of a New Note who did not acquire the New Note at its original issue, and who acquires the New Note at a price that is less than the stated redemption price of the New Note at its maturity (i.e., the face amount of the new note if it is issued at par), may be required to treat the New Note as a "market discount bond." Any recognized gain on a disposition of the New Note would then be treated as ordinary income to the extent that it does not exceed the "accrued market discount" on the New Note. In general, accrued market discount is that amount that bears the same ratio to the excess of the stated redemption price of the New Note over the purchaser's basis in the New Note immediately after its acquisition, as the number of days the purchaser holds the New Note bears to the number of days after the date the purchaser acquired the New Note up to and including the date of its maturity. In addition, there are rules deferring the deduction of all or part of the interest expense on indebtedness incurred or continued to purchase or carry the New Notes and permitting a purchaser to elect to include accrued market discount in income on a current basis.

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Information Reporting and Backup Withholding

    A U.S. holder of a New Note may be subject to "backup withholding" at a rate of 31% with respect to certain "reportable payments," including payments of interest and, under certain circumstances, principal payments on the New Note. These backup withholding rules apply if the U.S. holder, among other things, (1) fails to furnish us with his or its social security number or other taxpayer identification number ("TIN"), certified under penalties of perjury, within a reasonable time after the request therefor, (2) furnishes an incorrect TIN, (3) fails to properly report the receipt of interest, or (4) under certain circumstances, fails to provide a certified statement, signed under penalties of perjury, that the TIN furnished is the correct number and that such holder is not subject to backup withholding. Any amount withheld from a payment to a U.S. holder under the backup withholding rules is creditable against the U.S. holder's U.S. federal income tax liability, provided that the required information is furnished to the Internal Revenue Service. Backup withholding will not apply, however, with respect to payments made to certain holders (including corporations and tax-exempt organizations), provided their exemptions from backup withholding are properly established. A U.S. holder who does not provide us with its correct TIN also may be subject to penalties imposed by the Internal Revenue Service.

Non-U.S. Holders

    The following discussion is limited to the U.S. federal income tax consequences relevant to a Non-U.S. holder and certain U.S. federal estate tax consequences of a nonresident alien individual (for U.S. federal estate tax purposes). As used herein, a "Non-U.S. holder" is any holder other than a U.S. holder.

    Under present United States federal income and estate tax law, assuming certain certification requirements are satisfied (which include identification of the beneficial owner of the instrument), and subject to the discussion of backup withholding below:

    1.  payments of interest on the New Notes to any Non-U.S. holder will not be subject to United States federal income or withholding tax, provided that (a) (i) the Non-U.S. holder does not actually or constructively own 10% or more of the total combined voting power of all classes of our stock entitled to vote, (ii) the Non-U.S. holder is not (A) a bank receiving interest pursuant to a loan agreement entered into in the ordinary course of its trade or business or (B) a controlled foreign corporation that is related to us through stock ownership and (iii) those interest payments are not effectively connected with the conduct of a United States trade or business of the Non-U.S. holder (the "Portfolio Interest Exemption") or (b) the Non-U.S. holder is entitled to the benefits of an income tax treaty under which interest on the New Notes is exempt from U.S. federal withholding tax and provides a properly executed IRS Form W-8BEN claiming the exemption (a "Treaty Exemption");

    2.  a holder of the New Notes who is a Non-U.S. holder will not be subject to the United States federal income tax on gain realized on the sale, exchange or other disposition of the New Notes, unless (a) that holder is an individual who is present in the United States for 183 days or more during the taxable year and certain other requirements are met or (b) the gain is effectively connected with the conduct of a United States trade or business of the holder; and

    3.  if interest on the New Notes is exempt from withholding of United States federal income tax under the Portfolio Interest Exemption (without regard to the certification requirement), the New Notes will not be included in the estate of a deceased Non-U.S. holder for United States federal estate tax purposes.

    The certification referred to above may be made on an Internal Revenue Service Form W-8BEN or a substantially similar substitute form.

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Information Reporting and Backup Withholding

    We will, where required, report to the holders of the New Notes and the Internal Revenue Service the amount of any interest paid on the New Notes in each calendar year and the amounts of federal tax withheld, if any, with respect to payments. A noncorporate U.S. holder may be subject to information reporting and to backup withholding at a rate of 31% with respect to payments of principal and interest made on the New Notes, or on proceeds of the disposition of the New Notes before maturity, unless that U.S. holder provides a correct taxpayer identification number or proof of an applicable exemption, and otherwise complies with applicable requirements of the information reporting and backup withholding rules.

    The United States Treasury Department recently adopted final regulations governing federal withholding taxes, information reporting and backup withholding rules ("Final Regulations") which are generally effective for payments after December 31, 2000.

    Under the Final Regulations, backup withholding and information reporting will not apply to payments made by us or any agent of ours (in its capacity as such) to a Non-U.S. holder of New Notes if such Non-U.S. holder has provided the required certification that it is not a U.S. person on the form W-8BEN or has otherwise established an exemption (provided that neither we nor our agent have actual knowledge that such holder is a U.S. person or that the conditions of any exemption are not in fact satisfied).

    Payments of the proceeds from the sale of New Notes to or through a foreign office of a broker will not be subject to information reporting or backup withholding, except if the broker is (1) a U.S. person, (2) a "controlled foreign corporation," (3) a foreign person 50% of more of whose gross income for certain periods is effectively connected with a United States trade or business or (4) a foreign partnership, if at any time during its taxable year, one or more of its partners are United States persons who in the aggregate hold more than 50% of the income or capital interest in the partnership or if, at any time during its taxable year, the foreign partnership is engaged in a United States trade or business, unless the Non-U.S. holder establishes an exception as specified in the Final Regulations regarding backup withholding and information reporting, as applicable.

    Backup withholding is not an additional tax. Any amount withheld under the backup withholding rules will be refunded or credited against the Non-U.S. holder's United States Federal income tax liability, provided that the required information is furnished to the Internal Revenue Service.

    The Final Regulations unify current certification procedures and forms and clarify reliance standards. Except as noted above with respect to foreign brokers that are partnerships, the Final Regulations do not significantly alter the substantive withholding and information reporting requirements but do alter the procedures for claiming the benefits of an income tax treaty and change the certification procedures relating to the receipt by intermediaries of payments on behalf of the beneficial owner of New Notes. Non-U.S. holders should consult their own tax advisors regarding the effect, if any, of the Final Regulations on their particular situation.

The preceding discussion of certain U.S. federal income and estate tax consequences is for general information only, and does not constitute tax advice. Accordingly, each holder should consult its own tax advisor as to the particular tax consequences to it of purchasing, holding, or disposing of the New Notes, including the applicability and effect of any U.S. federal, state, local or foreign tax laws, as well as any possible changes in the tax laws.

PLAN OF DISTRIBUTION

    Each participating broker-dealer that receives Exchange Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. This prospectus, as it may be amended or supplemented from time to time, may be

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used by a participating broker-dealer in connection with resales of Exchange Notes received in exchange for Outstanding Notes where such Outstanding Notes were acquired as a result of market-making activities or other trading activities. We have agreed that for a period of 180 days after the expiration date, we will make this prospectus, as amended or supplemented, available to any participating broker-dealer for use in connection with any such resale.

    We will not receive any proceeds from any sales of the Exchange Notes by participating broker-dealers. Exchange Notes received by participating broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such participating broker-dealer and/or the purchasers of any such Exchange Notes. Any participating broker-dealer that resells the Exchange Notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such Exchange Notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of Exchange Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a participating broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

    For a period of 180 days after the expiration date we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any participating broker-dealer that requests such documents in the letter of transmittal.

    Prior to the exchange offer, there has not been any public market for the Outstanding Notes. The Outstanding Notes have not been registered under the Securities Act and will be subject to restrictions on transferability to the extent that they are not exchanged for Exchange Notes by holders who are entitled to participate in this exchange offer. The holders of Outstanding Notes, other than any holder that is our affiliate within the meaning of Rule 405 under the Securities Act, who are not eligible to participate in the exchange offer are entitled to certain registration rights, and we are required to file a shelf registration statement with respect to the Outstanding Notes. The Exchange Notes will constitute a new issue of securities with no established trading market. We do not intend to list the Exchange Notes on any national securities exchange or to seek the admission thereof to trading in the National Association of Securities Dealers Automated Quotation System. The initial purchasers have advised us that they currently intend to make a market in the Exchange Notes. In addition, such market making activity will be subject to the limits imposed by the Securities Act and the Exchange Act and may be limited during the exchange offer and the pendency of the shelf registration statements. Accordingly, no assurance can be given that an active public or other market will develop for the Exchange Notes or as to the liquidity of the trading market for the Exchange Notes. If a trading market does not develop or is not maintained, holders of the Exchange Notes may experience difficulty in reselling the Exchange Notes or may be unable to sell them at all. If a market for the Exchange Notes develops, any such market may be discontinued at any time.

VALIDITY OF THE NEW SECURITIES

    The validity of the Exchange Notes and the guarantees and other legal matters will be passed upon on our behalf by Kirkland & Ellis, a partnership that includes professional corporations, Chicago, Illinois. The validity of the guarantees of the foreign guarantors and other legal matters will be passed upon on our behalf by Alexander & Simon, Curocao, Netherland Antilles, Baker & McKenzie, Amsterdam, Netherlands and MacPherson Leslie & Tyerman, Saskatoon, Saskatchewan Canada.

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EXPERTS

    The consolidated financial statements of IMC Global incorporated by reference in IMC Global's Annual Report (Form 10-K) for the year ended December 31, 2000 and the consolidated financial statements of IMC Global included in its Current Report on Form 8-K filed on October 11, 2001 have been audited by Ernst & Young LLP, independent auditors, as set forth in their reports thereon included (or incorporated by reference) therein and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of said firm as experts in auditing and accounting.

    The financial statements of PLP and IMC Phosphates appearing in PLP's Annual Report (Form 10-K) for the year ended December 31, 2000, have been audited by Ernst & Young LLP, independent auditors, as set forth in their reports thereon included therein and incorporated herein by reference. Such financial statements are incorporated herein by reference in reliance upon such reports given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

    We file annual, quarterly and special reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC's web site at http://www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facilities at 450 Fifth Street, N.W., Washington, D.C. 20549. You can also obtain copies of our filings at prescribed rates by writing to the Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities. Our SEC filings are also available at the office of The New York Stock Exchange at 20 Broad Street, New York, New York 10005, or at the office of The Chicago Stock Exchange at 440 South LaSalle Street, Chicago, Illinois 60605. For further information on obtaining copies of our public filings at the New York Stock Exchange, you should call (212) 656-5060.

DOCUMENTS INCORPORATED BY REFERENCE

    We "incorporate by reference" into this prospectus the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. Any information that we file subsequently with the SEC will automatically update this prospectus and any information included directly in this prospectus updates and supersedes any information previously filed with the SEC. The information incorporated by reference, as updated, is an important part of this prospectus. The following documents, which have been filed with the SEC, are incorporated in this prospectus and specifically made a part of this prospectus:

(1)

IMC Global's Annual Report on Form 10-K for the year ended December 31, 2000,



(2)

IMC Global's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001,



(3)

IMC Global's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001,



(4)

IMC Global's Current Report on Form 8-K filed on February 2, 2001,



(5)

IMC Global's Current Reports on Form 8-K filed on April 17, 2001,



(6)

IMC Global's Current Report on Form 8-K filed on April 25, 2001,



(7)

IMC Global's Current Report on Form 8-K filed on May 30, 2001,



(8)

IMC Global's Current Report on Form 8-K filed on October 1, 2001,



(9)

IMC Global's Current Report on Form 8-K filed on October 11, 2001,



(10)

IMC Global's Current Report on Form 8-K filed on October 18, 2001,

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(11)

PLP's Annual Report on Form 10-K for the year ended December 31, 2000,



(12)

PLP's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001,



(13)

PLP's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001,



(14)

PLP's Current Report on Form 8-K filed on February 2, 2001,



(15)

PLP's Current Report on Form 8-K filed on April 25, 2001, and



(16)

PLP's Current Report on Form 8-K filed on May 30, 2001.

    In addition, all documents filed by IMC Global or PLP with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and prior to the termination of the exchange offer shall be deemed to be incorporated by reference into this prospectus and to be a part hereof from the date of filing of such documents with the SEC. Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus shall be deemed to be modified or superseded for the purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document which also is or is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. In addition, we incorporate by reference the consolidated financial statements, including related notes, filed by IMC Phosphates Company after the date of this prospectus and prior to the termination of the exchange offer.

    Statements contained in this prospectus or in any document incorporated by reference into this prospectus as to the contents of any contract or other document referred to herein or therein are not necessarily complete, and in each instance reference is made to the copy of such contract or other document filed as an exhibit to the documents incorporated by reference, each such statement being qualified in all respects by such reference.

    This prospectus incorporates by reference documents that are not presented in this prospectus or delivered with this prospectus. Copies of such documents, other than exhibits to such documents that are not specifically incorporated by reference in this prospectus, are available without charge to any person to whom this prospectus is delivered, upon written or oral request to: IMC Global Inc., Attn: Corporate Secretary, 100 South Saunders Road, Suite 300, Lake Forest, Illinois 60045, Telephone: (847) 739-1200.

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PART II: INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 20: Indemnification of Directors and Officers.

    The following is a summary of the statutes, charter and bylaw provisions or other arrangements under which the Registrants' directors and officers are insured or indemnified against liability in their capacities as such. All of the directors and officers of the Registrants are covered by insurance policies maintained and held in effect by IMC Global Inc. against certain liabilities for actions taken in their capacities as such, including liabilities under the Securities Act.

Registrants Incorporated Under Delaware Law

    Carey Salt Company, GSL Corporation, Harris Chemical North America, Inc., FMRP Inc., IMC Chemicals Inc., IMC Global Inc. IMC Global Operations Inc., IMC Inorganic Chemicals Inc., IMC Kalium Ogden Corp., IMC Potash Carlsbad Inc., IMC Salt Inc., IMC USA Inc., KCL Holdings, Inc., NAMSCO Inc. and The Vigoro Corporation are incorporated under the laws of the State of Delaware. Section 145 of the General Corporation Law of the State of Delaware (the "Delaware Statute") provides that a Delaware corporation may indemnify any persons who are, or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding"), other than an action by or in the right of such corporation, by reason of the fact that such person is or was an officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise (an "indemnified capacity"). The indemnity may include expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation's best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was illegal. Similar provisions apply to actions brought by or in the right of the corporation, except that no indemnification shall be made without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director has actually and reasonably incurred. Section 145 of the Delaware Statute further authorizes a corporation to purchase and maintain insurance on behalf of any indemnified person against any liability asserted against him and incurred by him in any indemnified capacity, or arising out of his status as such, regardless of whether the corporation would otherwise have the power to indemnify him under the Delaware Statute. The articles of incorporation and by-laws of each of these corporations provide that each respective corporation shall indemnify and hold harmless, to the fullest extent permitted by law, each person who is or was made a party, threatened to be made a party, or otherwise involved in any action, suit, or proceeding by reason of the fact that he or she is or was a director or officer of the Corporation, or is or was serving at the request of the corporation as a director, officer, employee, partner, or agent of another corporation, partnership, joint venture, or other enterprise, against expenses, liabilities, and losses. Furthermore, the directors of these respective corporations shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (a) for any breach of the director's duty of loyalty to the corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (c) under Section 174 of the Delaware General Corporation Law, or (d) for any transaction from which the director derived an improper personal benefit.

Registrants Formed Under the Delaware Limited Liability Company Act

    NATI LLC is a limited liability company formed under the laws of the state of Delaware. Section 18-108 of the Delaware Limited Liability Company Act provides that, subject to any standards and restrictions, if any, set forth in a company's limited liability company agreement, a limited liability

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company may indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. Section 15 of the Limited Liability Company Agreement of NATI LLC provides that the company shall indemnify and hold harmless, to the fullest extent permitted by law, each Member, Officer, and any person acting as a Member or Officer on behalf of the company or in its interest, who is or was made a party or threatened to be made a party, against liabilities incurred in connection with any action, suit, or proceeding.

Registrant Formed Under the Delaware Revised Uniform Limited Partnership Act

    Phosphate Resource Partners Limited Partnership is a limited partnership formed under the laws of the state of Delaware. Section 17-108 of the Delaware Revised Uniform Limited Partnership Act provides that a limited partnership may, and shall have the power to, indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever, subject to such standards and restrictions set forth in the partnership agreement. Article VI Section 6.9 of the Amended and Restated Agreement of Limited Partnership of Phosphate Resource Partners Limited Partnership provides that the Partnership shall indemnify any General Partner or its affiliate who, in good faith and in such course of conduct that neither constitutes negligence nor misconduct, is or was made a party to any claims regarding losses deriving from such conduct, arising out of any action or inaction, against any losses, judgments, liabilities, expenses, and amounts paid in settlement, provided that the claim does not arise from or out of an alleged violation of federal or state securities laws, unless (a) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, (b) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee, or (c) a court of competent jurisdiction approves a settlement of the claim against a particular indemnitee. Such indemnification shall inure to the benefit of the heirs, successors, assigns, administrators, and person representatives of such indemnitee. Article VI Section 6.10 further provides that neither a General Partner nor its partners or shareholders, directors, officers, employees, or agents shall be liable to any of such parties, or to Persons who have acquired interests in the Partnership, for errors in judgment or for any acts or omissions that do not constitute negligence or misconduct.

Registrant Formed Under the Delaware Revised Uniform Partnership Act

    IMC Phosphates is a general partnership formed under the laws of the state of Delaware. Section 15-110 of the Delaware Revised Uniform Partnership Act provides that a partnership may, and shall have the power to, indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever, subject to such standards and restrictions set forth in the partnership agreement. Article VIII Section 8.01 of the Amended and Restated Partnership Agreement of IMC Phosphates provides that the partnership shall indemnify and hold harmless each Partner and its respective Affiliates, directors, officers, and employees ("Related Persons") for all costs, liabilities, obligations, losses, damages, penalties, proceedings, actions, suits, or claims ("Claims") in connection with the ownership, management, operation of the business or affairs of the partnership, or any Assumed Liability (as defined therein), provided that such Partner or Related Person does not cause the Claim due to gross negligence, wilful misconduct, wilful breach of this agreement, or failure to follow a specific instruction from the Policy Committee, or such Claim does not arise out of or relates to any liabilities and obligations not assumed by the partnership.

Registrants Formed Under the Canadian Business Act

    IMC Canada Ltd. is a Canadian federal corporation. The Canada Business Corporations Act (the "Act") provides generally that a corporation may indemnify a director or officer against all costs, charges and expenses of any civil, criminal or administrative action or proceeding to which he or she is made a party by reason of being a director or officer, where the director or officer acted honestly and in good faith with a view to the best interests of the corporation and, in the case of a criminal or

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administrative action enforced by monetary penalty, the director or officer had reasonable grounds for believing that the conduct was lawful. Where an officer or director was substantially successful on the merits in his or her defense of such action or proceeding, such officer or director is entitled to indemnification from the corporation for such costs, charges and expenses which were reasonably incurred. The Act also provides specifically for the purchase of insurance by a corporation for the benefit of its directors and officers against liability incurred as such. The Corporation's directors and officers are covered by a group liability insurance policy. Section 7.02 of By-Law No. 1 of IMC Canada Ltd. provides that the corporation shall indemnify any person who is or was made a party in any action or proceeding by reason of the fact that he or she is or was a director, officer, or a person who acts or acted at the corporation's request as a director or officer of a body corporate of which the corporation is or was a shareholder or creditor, against all costs, charges, and expenses, including an amount paid to settle an action or satisfy a judgment, provided that he or she acted honestly and in good faith with a view to the best interests of the corporation, and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful. Such indemnification shall inure to the benefit of the heirs and legal representatives of such person.

We also have a small number of subsidiaries organized under the laws of other foreign jurisdictions.

Item 21. Exhibits.

(a)

Reference is made to the attached Exhibit Index.

(b)

No financial statement schedules are required to be filed herewith pursuant to this Item.

Item 22. Undertakings.

    (a) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 20, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a directors, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

    (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

    (c) The undersigned hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the date of the registration statement through the date of responding to the request.

    (d) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II–3

SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, IMC Global Inc. has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized.

	IMC GLOBAL INC.
	By:	* Douglas A. Pertz Chairman, President and Chief Executive Officer
Dated: November 9, 2001

    Pursuant to the requirements of the Securities Act of 1933, this Registration Statement and power of attorney have been signed by the following persons in the capacities and on the dates indicated on the 9th day of November, 2001.

Signature	Title
* Douglas A. Pertz	Director, Chairman, President (principal operating officer) and Chief Executive Officer (principal executive officer)
* J. Reid Porter	Executive Vice President and Chief Financial Officer (principal financial officer)
* Anne M. Scavone	Vice President and Controller (principal accounting officer)
* Raymond F. Bentele	Director
* James M. Davidson	Director
* Harold H. MacKay	Director
* David B. Mathis	Director

II–4

* Donald F. Mazankowski	Director
* Pamela B. Strobel	Director
* Richard L. Thomas	Director

*By:	/s/ E. PAUL DUNN, JR.
	Attorney in Fact

II–5

SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, Carey Salt Company has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized.

	CAREY SALT COMPANY
	By:	* J. Reid Porter Vice President
Dated: November 9, 2001

    Pursuant to the requirements of the Securities Act of 1933, this Registration Statement and power of attorney have been signed by the following persons in the capacities and on the dates indicated on the 9th day of November, 2001.

Signature	Title
* J. Reid Porter	Vice President (principal financial officer) and Director
* Robert F. Clark	President (principal executive officer)
* Rodney L. Underdown	principal accounting officer

*By:	/s/ E. PAUL DUNN, JR.
	Attorney in Fact

II–6

SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, FMRP Inc. has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized.

	FMRP INC.
	By:	* J. Reid Porter Vice President
Dated: November 9, 2001

    Pursuant to the requirements of the Securities Act of 1933, this Registration Statement and power of attorney have been signed by the following persons in the capacities and on the dates indicated on the 9th day of November, 2001.

Signature	Title
* J. Reid Porter	Vice President (principal financial officer) and Director
* Douglas A. Pertz	President and Chief Executive Officer (principal executive officer)
* Anne M. Scavone	principal accounting officer

*By:	/s/ E. PAUL DUNN, JR.
	Attorney in Fact

II–7

SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, GSL Corporation has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized.

	GSL CORPORATION
	By:	* J. Reid Porter Vice President
Dated: November 9, 2001

    Pursuant to the requirements of the Securities Act of 1933, this Registration Statement and power of attorney have been signed by the following persons in the capacities and on the dates indicated on the 9th day of November, 2001.

Signature	Title
* J. Reid Porter	Vice President (principal financial officer) and Director
* John U. Huber	President (principal executive officer)
* Anne M. Scavone	principal accounting officer

*By:	/s/ E. PAUL DUNN, JR.
	Attorney in Fact

II–8

SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, Harris Chemical North America, Inc. has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized.

	HARRIS CHEMICAL NORTH AMERICA, INC.
	By:	* J. Reid Porter Vice President
Dated: November 9, 2001

    Pursuant to the requirements of the Securities Act of 1933, this Registration Statement and power of attorney have been signed by the following persons in the capacities and on the dates indicated on the 9th day of November, 2001.

Signature	Title
* J. Reid Porter	Vice President (principal financial officer) and Director
* Douglas A. Pertz	Chairman and Director
* John F. Tancredi	President (principal executive officer)
* Rose Marie Williams	Secretary and Director
* Emanuel J. DiTeresi	principal accounting officer

*By:	/s/ E. PAUL DUNN, JR.
	Attorney in Fact

II–9

SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, IMC Canada Ltd. has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized.

	IMC CANADA LTD.
	By:	* J. Reid Porter Vice President
Dated: November 9, 2001

    Pursuant to the requirements of the Securities Act of 1933, this Registration Statement and power of attorney have been signed by the following persons in the capacities and on the dates indicated on the 9th day of November, 2001.

Signature	Title
* Robert E. Thompson	Vice President and Director
* John U. Huber	President (principal executive officer)
* J. Reid Porter	Vice President (principal financial officer)
* Anne M. Scavone	principal accounting officer

*By:	/s/ E. PAUL DUNN, JR.
	Attorney in Fact

II–10

SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, IMC Chemicals Inc. has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized.

	IMC CHEMICALS INC.
	By:	* J. Reid Porter Vice President
Dated: November 9, 2001

    Pursuant to the requirements of the Securities Act of 1933, this Registration Statement and power of attorney have been signed by the following persons in the capacities and on the dates indicated on the 9th day of November, 2001.

Signature	Title
* Matthew J. Dowd	Vice President, Assistant Secretary and Director
* John F. Tancredi	President (principal executive officer)
* J. Reid Porter	Vice President (principal financial officer)
* Emanuel J. DiTeresi	principal accounting officer

*By:	/s/ E. PAUL DUNN, JR.
	Attorney in Fact

II–11

SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, IMC Global Netherlands B.V. has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized.

	IMC GLOBAL NETHERLANDS B.V.
	By:	ABN AMRO Trust Company (Nederland) B.V. Its Managing Director
	By:	* Alexander D. deVreeze
	By:	* H. J. Wirix
Dated: November 9, 2001

    Pursuant to the requirements of the Securities Act of 1933, this Registration Statement and power of attorney have been signed by the following persons in the capacities and on the dates indicated on the 9th day of November, 2001.

Signature	Title
* ABN AMRO Trust Company (Nederland) B.V.	Sole Managing Director

*By:	/s/ E. PAUL DUNN, JR.
	Attorney in Fact

II–12

SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, IMC Global Operations Inc. has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized.

	IMC GLOBAL OPERATIONS INC.
	By:	* J. Reid Porter Executive Vice President and Chief Financial Officer
Dated: November 9, 2001

    Pursuant to the requirements of the Securities Act of 1933, this Registration Statement and power of attorney have been signed by the following persons in the capacities and on the dates indicated on the 9th day of November, 2001.

Signature	Title
* Douglas A. Pertz	Chairman, President, Chief Executive Officer (principal executive officer) and Director
* J. Reid Porter	Executive Vice President and Chief Financial Officer (principal financial officer)
* Anne M. Scavone	Vice President and Controller (principal accounting officer)

*By:	/s/ E. PAUL DUNN, JR.
	Attorney in Fact

II–13

SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, IMC Global Potash Holdings N.V. has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized.

	IMC GLOBAL POTASH HOLDINGS N.V.
	By:	* J. Reid Porter Managing Director
Dated: November 9, 2001

    Pursuant to the requirements of the Securities Act of 1933, this Registration Statement and power of attorney have been signed by the following persons in the capacities and on the dates indicated on the 9th day of November, 2001.

Signature	Title
* J. Reid Porter	Managing Director (principal executive officer and principal financial officer)
* Anne M. Scavone	principal accounting officer

*By:	/s/ E. PAUL DUNN, JR.
	Attorney in Fact

II–14

SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, IMC Inorganic Chemicals Inc. has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized.

	IMC INORGANIC CHEMICALS INC.
	By:	* J. Reid Porter Vice President
Dated: November 9, 2001

    Pursuant to the requirements of the Securities Act of 1933, this Registration Statement and power of attorney have been signed by the following persons in the capacities and on the dates indicated on the 9th day of November, 2001.

Signature	Title
* J. Reid Porter	Vice President (principal financial officer) and Director
* Douglas A. Pertz	President and Chief Executive Officer (principal executive officer)
* Emanuel J. DiTeresi	principal accounting officer

*By:	/s/ E. PAUL DUNN, JR.
	Attorney in Fact

II–15

SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, IMC Kalium Ogden Corp. has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized.

	IMC KALIUM OGDEN CORP.
	By:	* J. Reid Porter Vice President
Dated: November 9, 2001

    Pursuant to the requirements of the Securities Act of 1933, this Registration Statement and power of attorney have been signed by the following persons in the capacities and on the dates indicated on the 9th day of November, 2001.

Signature	Title
* J. Reid Porter	Vice President (principal financial officer) and Director
* John U. Huber	President (principal executive officer)
* Anne M. Scavone	principal accounting officer

*By:	/s/ E. PAUL DUNN, JR.
	Attorney in Fact

II–16

SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, IMC Phosphates Company has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized.

IMC PHOSPHATES COMPANY
By:	IMC Phosphates MP Inc.
Its:	Managing Partner

	* J. Reid Porter Vice President
Dated: November 9, 2001

    Pursuant to the requirements of the Securities Act of 1933, this Registration Statement and power of attorney have been signed by the following persons in the capacities and on the dates indicated on the 9th day of November, 2001.

Signature	Title
* John U. Huber	President (principal executive officer) and Director of IMC Phosphates MP Inc.
* J. Reid Porter	Vice President (principal financial officer) and Director of IMC Phosphates MP Inc.
* Mary Ann Hynes	Vice President and Director of IMC Phosphates MP Inc.
* Rose Marie Williams	Secretary and Director of IMC Phosphates MP Inc.
* C. Steven Hoffman	Director of IMC Phosphates MP Inc.
* Anne M. Scavone	principal accounting officer

*By:	/s/ E. PAUL DUNN, JR.
	Attorney in Fact

II–17

SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, IMC Potash Carlsbad Inc. has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized.

	IMC POTASH CARLSBAD INC.
	By:	* J. Reid Porter Vice President
Dated: November 9, 2001

    Pursuant to the requirements of the Securities Act of 1933, this Registration Statement and power of attorney have been signed by the following persons in the capacities and on the dates indicated on the 9th day of November, 2001.

Signature	Title
* John U. Huber	President (principal executive officer) and Director
* J. Reid Porter	Vice President (principal financial officer)
* Anne M. Scavone	principal accounting officer

*By:	/s/ E. PAUL DUNN, JR.
	Attorney in Fact

II–18

SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, IMC Potash Colonsay N.V. has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized.

	IMC POTASH COLONSAY N.V.
	By:	* J. Reid Porter Managing Director
Dated: November 9, 2001

    Pursuant to the requirements of the Securities Act of 1933, this Registration Statement and power of attorney have been signed by the following persons in the capacities and on the dates indicated on the 9th day of November, 2001.

Signature	Title
* John U. Huber	Managing Director
* J. Reid Porter	Managing Director (principal financial officer)
* Anne M. Scavone	principal accounting officer

*By:	/s/ E. PAUL DUNN, JR.
	Attorney in Fact

II–19

SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, IMC Salt Inc. has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized.

	IMC SALT INC.
	By:	* J. Reid Porter Vice President
Dated: November 9, 2001

    Pursuant to the requirements of the Securities Act of 1933, this Registration Statement and power of attorney have been signed by the following persons in the capacities and on the dates indicated on the 9th day of November, 2001.

Signature	Title
* J. Reid Porter	Vice President (principal financial officer) and Director
* Robert F. Clark	President (principal executive officer)
* Rodney L. Underdown	Vice President (principal accounting officer)

*By:	/s/ E. PAUL DUNN, JR.
	Attorney in Fact

II–20

SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, IMC USA Inc. has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized.

	IMC USA INC.
	By:	* J. Reid Porter Vice President
Dated: November 9, 2001

    Pursuant to the requirements of the Securities Act of 1933, this Registration Statement and power of attorney have been signed by the following persons in the capacities and on the dates indicated on the 9th day of November, 2001.

Signature	Title
* John U. Huber	President (principal executive officer) and Director
* J. Reid Porter	Vice President (principal financial officer)
* Anne M. Scavone	principal accounting officer

*By:	/s/ E. PAUL DUNN, JR.
	Attorney in Fact

II–21

SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, KCL Holdings, Inc. has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized.

	KCL HOLDINGS, INC.
	By:	* J. Reid Porter Vice President
Dated: November 9, 2001

    Pursuant to the requirements of the Securities Act of 1933, this Registration Statement and power of attorney have been signed by the following persons in the capacities and on the dates indicated on the 9th day of November, 2001.

Signature	Title
* John U. Huber	President (principal executive officer) and Director
* J. Reid Porter	Vice President (principal financial officer)
* Anne M. Scavone	principal accounting officer

*By:	/s/ E. PAUL DUNN, JR.
	Attorney in Fact

II–22

SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, NAMSCO Inc. has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized.

	NAMSCO INC.
	By:	* J. Reid Porter Vice President
Dated: November 9, 2001

    Pursuant to the requirements of the Securities Act of 1933, this Registration Statement and power of attorney have been signed by the following persons in the capacities and on the dates indicated on the 9th day of November, 2001.

Signature	Title
* J. Reid Porter	Vice President (principal financial officer) and Director
* Robert F. Clark	President (principal executive officer)
* Rodney L. Underdown	principal accounting officer

*By:	/s/ E. PAUL DUNN, JR.
	Attorney in Fact

II–23

SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, NATI LLC has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized.

	NATI LLC
	By:	* J. Reid Porter Vice President
Dated: November 9, 2001

    Pursuant to the requirements of the Securities Act of 1933, this Registration Statement and power of attorney have been signed by the following persons in the capacities and on the dates indicated on the 9th day of November, 2001.

Signature	Title
* John F. Tancredi	President (principal executive officer)
* J. Reid Porter	Vice President (principal financial officer)
* Emanuel J. DiTeresi	principal accounting officer

*By:	/s/ E. PAUL DUNN, JR.
	Attorney in Fact

II–24

SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, Phosphate Resource Partners Limited Partnership has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized.

PHOSPHATE RESOURCE PARTNERS LIMITED PARTNERSHIP
By:	IMC GLOBAL INC. Its Administrative Managing General Partner

	By:	* J. Reid Porter Executive Vice President and Chief Financial Officer
Dated: November 9, 2001

    Pursuant to the requirements of the Securities Act of 1933, this Registration Statement and power of attorney have been signed by the following persons in the capacities and on the dates indicated on the 9th day of November, 2001.

Signature	Title
* Douglas A. Pertz	Director, Chairman, President (principal operating officer) and Chief Executive Officer (principal executive officer) of IMC Global Inc.
* J. Reid Porter	Executive Vice President and Chief Financial Officer (principal financial officer) of IMC Global Inc.
* Anne M. Scavone	Vice President and Controller (principal accounting officer) of IMC Global Inc.
* Raymond F. Bentele	Director of IMC Global Inc.
* James M. Davidson	Director of IMC Global Inc.

II–25

* Harold H. MacKay	Director of IMC Global Inc.
* David B. Mathis	Director of IMC Global Inc.
* Donald F. Mazankowski	Director of IMC Global Inc.
* Pamela B. Strobel	Director of IMC Global Inc.
* Richard L. Thomas	Director of IMC Global Inc.

*By:	/s/ E. PAUL DUNN, JR.
	Attorney in Fact

II–26

SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, The Vigoro Corporation has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized.

	THE VIGORO CORPORATION
	By:	* J. Reid Porter Vice President
Dated: November 9, 2001

    Pursuant to the requirements of the Securities Act of 1933, this Registration Statement and power of attorney have been signed by the following persons in the capacities and on the dates indicated on the 9th day of November, 2001.

Signature	Title
* J. Reid Porter	Vice President (principal financial officer) and Director
* Douglas A. Pertz	President and Chief Executive Officer (principal executive officer)
* Anne M. Scavone	principal accounting officer

*By:	/s/ E. PAUL DUNN, JR.
	Attorney in Fact

II–27

EXHIBIT INDEX

Exhibit No.		Description	Incorporated Herein by Reference to	Filed Herewith
3.i.	(a)	Restated Certificate of Incorporation of IMC Global Inc., as amended and restated through January 6, 1998	Exhibit 3.(i).(a) to the Company's Annual Report on Form 10-K for the Fiscal Year Ended December 31, 1999*
3.i.	(b)	Certificate of Designations for the Series D Junior Participating Preferred Stock	Exhibit A to Exhibit 3 to the Current Report on Form 8-K dated May 27, 1999*
3.i.	(c)	Certificate of Incorporation of Carey Salt Company (f/k/a SIFTO Louisiana Inc.), as amended		!
3.i.	(d)	Certificate of Incorporation FMRP Inc. (f/k/a Southern Enterprises Inc.), as amended		!
3.i.	(e)	Certificate of Incorporation of GSL Corporation, as amended		!
3.i.	(f)	Certificate of Incorporation of Harris Chemical North America, Inc., as amended		!
3.i	(g)	Articles of Amalgamation of IMC Canada Ltd., (f/k/a Kalium Canada, Ltd.) as amended		!
3.i.	(h)	Restated Certificate of IMC Chemicals Inc. (f/k/a North American Chemical Company), as amended		!
3.i.	(i)	Deed of Incorporation of IMC Global Netherlands B.V.		!
3.i.	(j)	Certificate of Incorporation of IMC Global Operations Inc. (f/k/a IMC Fertilizer, Inc.), as amended		!
3.i.	(k)	Deed of Incorporation of IMC Global Potash Holdings N.V.		!
3.i.	(l)	Restated Certificate of Incorporation of IMC Inorganic Chemicals Inc. (f/k/a Harris Chemical Group)		!
3.i.	(m)	Restated Certificate of Incorporation of IMC Kalium Ogden Corp. (f/k/a Great Salt Lake Minerals and Chemicals Corporation), as amended		!

3.i.	(n)	Amended and Restated Partnership Agreement dated as of May 26, 1995 among IMC Phosphates GP Company, Agrico, Limited Partnership and IMC Phosphates MP, Inc.	Exhibit 10.3 to the Annual Report on Form 10-K for the Year Ended December 31, 1995***
3.i.	(o)	Amendment and Agreement dated as of January 23, 1996 to the Amended and Restated Partnership Agreement dated May 26, 1995 by and among IMC Phosphates MP, Inc., IMC Global Operations, Inc. and IMC Phosphates Company	Exhibit 10.1 to the Current Report on Form 8-K dated February 13, 1996***
3.i.	(p)	Amendment and Agreement dated as of December 22, 1997 to the Amended and Restated Partnership Agreement dated May 26, 1995 by and among IMC Phosphates MP, Inc.; IMC Global Operations, Inc.; and IMC Phosphates Company	Exhibit 10.5 to the Annual Report on Form 10-K for the Year Ended December 31, 1998***
3.i.	(q)	Amendment and Agreement dated as of January 1, 1997 to the Amended and Restated Partnership Agreement dated May 26, 1995 by and among IMC-Agrico MP, Inc.; IMC Global Operations, Inc.; and IMC-Agrico Company	Exhibit 10.i.(a) to the Quarterly Report on Form 10-Q for the Quarterly Period Ended June 30, 2000***
3.i.	(r)	Amendment and Agreement dated as of August 1, 1997 to the Amended and Restated Partnership Agreement dated May 26, 1995 by and among IMC-Agrico MP, Inc.; IMC Global Operations, Inc.; and IMC-Agrico Company	Exhibit 10.i.(b) to the Quarterly Report on Form 10-Q for the Quarterly Period Ended June 30, 2000***
3.i.	(s)	Amendment and Agreement dated as of June 26, 2000 to the Amended and Restated Partnership Agreement dated May 26, 1995 by and among IMC-Agrico MP, Inc.; IMC Global Operations, Inc.; and IMC-Agrico Company	Exhibit 10.i.(c) to the Quarterly Report on Form 10-Q for the Quarterly Period Ended June 30, 2000***
3.i.	(t)	Amended and Restated Parent Agreement dated as of May 26, 1995 among IMC Global Operations, Inc.; PLP; FTX; and IMC Phosphates	Exhibit 10.5 to the Annual Report on Form 10-K for the Year Ended December 31, 1995***
3.i.	(u)	Certificate of Incorporation of IMC Potash Carlsbad Inc. (f/k/a Kalium Carlsbad Chemical Company), as amended		!

3.i.	(v)	Deed of Incorporation IMC Potash Colonsay N.V.		!
3.i.	(w)	Restated Certificate of Incorporation of IMC Salt Inc. (f/k/a American Salt Company), as amended		!
3.i.	(x)	Restated Certificate of Incorporation of IMC USA Inc. (f/k/a S&P Canada, Inc.), as amended		!
3.i.	(y)	Amended and Restated Certificate of Incorporation of KCL Holdings, Inc.		!
3.i.	(z)	Restated Certificate of Incorporation of NAMSCO Inc., as amended		!
3.i.	(aa)	Limited Liability Company Agreement of NATI LLC		!
3.i.	(bb)	Amended and Restated Agreement of Limited Partnership of PLP dated as of May 29, 1987 (PLP Partnership Agreement) among FTX, Freeport Phosphate Rock Company and Geysers Geothermal Company, as general partners, and Freeport Minerals Company (FMC), as general partner and attorney-in-fact for limited partners, of PLP	Exhibit B to the Prospectus for PLP dated May 29, 1987 included in Registration Statement No. 33-13513, as amended
3.i.	(cc)	Amendment to the PLP Partnership Agreement dated as of December 16, 1998 effected by FMC as Administrative Managing General Partner, and FTX, as General Partner of PLP	Exhibit 3.2. to the Annual Report for PLP on Form 10-K for the Year Ended December 31, 1994***
3.i.	(dd)	Amendment to the PLP Partnership Agreement dated as of March 29, 1990 effected by FMC, as Administrative General Partner, and FTX, as Managing General Partner, of PLP	Exhibit 19.2 to the Quarterly Report for PLP on Form 10-Q for the Quarterly Period Ended March 31, 1990***
3.i.	(ee)	Amendment to the PLP Partnership Agreement dated as of April 6, 1990 effected by FTX, as Administrative Managing General Partner of PLP	Exhibit 19.3 to the Quarterly Report for PLP on Form 10-Q for the Quarterly Period Ended March 31, 1990***
3.i.	(ff)	Amendment to the PLP Partnership Agreement dated as of January 27, 1992 between FTX, as Administrative Managing General Partner, and FMRP, as Managing General Partner, of PLP	Exhibit 3.3 to the Annual Report for PLP on Form 10-K for the Year Ended December 31, 1991***

3.i.	(gg)	Amendment to the PLP Partnership Agreement dated as of October 14, 1992 between FTX, as Administrative Managing General Partner, and FMRP, as Managing General Partner, of PLP	Exhibit 3.4 to the Annual Report for PLP on Form 10-K for the Year Ended December 31, 1992***
3.i.	(hh)	Amended and Restated Certificate of Limited Partnership of PLP dated June 12, 1986 (PLP Partnership Certificate)	Exhibit 3.3 to Registration Statement No. 33-5561 for PLP
3.i.	(ii)	Amendment dated as of January 9, 1998 effected by IMC, as Administrative Managing General Partner, and FMRP, as Managing General Partner of PLP	Exhibit 3.8 to the Annual Report for PLP on Form 10-K for the Year Ended December 31, 1997***
3.i.	(jj)	Certificate of Amendment to the PLP Partnership Certificate dated as of January 12, 1989	Exhibit 3.6 to the Annual Report for PLP on Form 10-K for the Year Ended December 31, 1997***
3.i.	(kk)	Certificate of Amendment to the PLP Partnership Certificate dated as of December 29, 1989	Exhibit 19.1 to the Quarterly Report for PLP on Form 10-Q for the Quarterly Period Ended March 31, 1990***
3.i.	(ll)	Certificate of Amendment to the PLP Partnership Certificate dated as of April 12, 1990	Exhibit 19.4 to the Quarterly Report for PLP on Form 10-Q for the Quarterly Period Ended March 31, 1990***
3.i.	(mm)	Certificate of Amendment to the PLP Partnership Certificate dated as of January 9, 1998	Exhibit 3.12 to the Annual Report for PLP on Form 10-K for the Year Ended December 31, 1999***
3.i.	(nn)	Deposit Agreement dated as of June 27, 1986 (Deposit Agreement) among PLP, The Chase Manhattan Bank, N.A. (Chase) and Freeport Minerals Company as attorney-in-fact of those limited partners and assignees holding depositary receipts for units of limited partnership interest in PLP	Exhibit 28.4 to the Current Report for PLP on Form 8-K dated July 11, 1986***
3.i.	(oo)	Resignation dated December 26, 1991 of Chase as Depositary under the Deposit Agreement and appointment dated December 27, 1991 of Mellon Bank, N.A. (Mellon) as successor Depositary, effective January 1, 1992	Exhibit 4.5 to the Annual Report for PLP on Form 10-K for the Year Ended December 31, 1991***

3.i.	(pp)	Service Agreement dated as of January 1, 1992 between PLP and Mellon pursuant to which Mellon serves as Depositary under the Deposit Agreement and Custodian under the Custodial Agreement	Exhibit 4.6 to the Annual Report for PLP on Form 10-K for the Year Ended December 31, 1991***
3.i.	(qq)	Amendment to the Deposit Agreement dated as of November 18, 1992 between PLP and Mellon	Exhibit 4.4 to the Annual Report for PLP on Form 10-K for the Year Ended December 31, 1992***
3.i.	(rr)	Form of Depositary Receipt	Exhibit 4.5 to the Annual Report for PLP on Form 10-K for the Year Ended December 31, 1992***
3.i.	(ss)	Certificate of Incorporation of The Vigoro Corporation (f/k/a KCA Holdings, Inc.), as amended		!
3.ii.	(a)	Amended and Restated By-Laws of IMC Global Inc.	Exhibit 3 to the Company's Current Report on Form 8-K dated May 27, 1999*
3.ii.	(b)	Bylaws of Carey Salt Company		!
3.ii.	(c)	Bylaws of FMRP Inc.		!
3.ii.	(d)	Bylaws of GSL Corporation		!
3.ii.	(e)	Bylaws of Harris Chemical North America, Inc.		!
3.ii.	(f)	IMC Canada Ltd. By-laws		!
3.ii.	(g)	Bylaws of IMC Chemicals Inc.		!
3.ii.	(h)	IMC Global Operations Inc. Bylaws		!
3.ii.	(i)	Bylaws of IMC Inorganic Chemicals Inc.		!
3.ii.	(j)	By-Laws of IMC Kalium Ogden Corp.		!
3.ii.	(k)	Bylaws of IMC Potash Carlsbad Inc.		!
3.ii.	(l)	Bylaws of IMC Salt Inc.		!
3.ii.	(m)	Bylaws of IMC USA Inc.		!
3.ii.	(n)	Bylaws of KCL Holdings, Inc.		!
3.ii.	(o)	By-laws of NAMSCO Inc.		!
3.ii.	(p)	Bylaws of The Vigoro Corporation		!
3.iii.		Rights Agreement dated May 27, 1999, with The First National Bank of Chicago (including the Shareholder Rights Plan)	Exhibit 4 to the Company's Current Report on Form 8-K dated May 27, 1999*

4.ii.	(a)	First Supplemental Indenture, dated as of May 31, 2001, by and among FMRP Inc., IMC Global Inc. and The Bank of New York		!
4.ii.	(b)	Supplemental Indenture, dated as of August 2, 2001, by and among IMC Global Netherlands B.V., IMC Global Inc. and The Bank of New York		!
4.ii.	(c)	Supplemental Indenture, dated as of November 6, 2001, by and among IMC Phosphates MP Inc., IMC Global Inc. and The Bank of New York.		!
5.i.	(a)	Opinion of Kirkland & Ellis regarding the validity of the securities offered hereby		!
5.i.	(b)	Opinion of Alexander & Simon regarding the validity of the foreign guarantees offered hereby
5.i.	(c)	Opinion of Baker & McKenzie regarding the validity of the foreign guarantees offered hereby		!
5.i.	(d)	Opinion of MacPherson Leslie & Tyerman regarding the validity of the foreign guarantees offered hereby		!
10.iii.	(a)	Addendum dated July 10, 2001 to Amended and Restated Employment Agreement dated as of October 24, 2000 between IMC Global Inc. and Douglas A. Pertz		!
12		Ratio of Earnings to Fixed Charges		!
13		The portions of IMC Global Inc.'s 2000 Annual Report to Stockholders which are specifically incorporated by reference	Exhibit 13 to the Company's Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2000
23		Consent of Ernst & Young LLP, Independent Auditors		!
24		Power of Attorney		!
25		Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939 of The Bank of New York		!
99.1		Form of Letter of Transmittal		!
99.2		Form of Tender Instructions		!

99.3
Form of Notice of Guaranteed Delivery
!

*

SEC File No. 1-9759.

**

Denotes management contract or compensatory plan.

***

SEC File No. 1-9164.

+

To be filed by amendment.

!

Included in this filing.

#

Previously filed.

QuickLinks

TABLE OF CONTENTS
ADDITIONAL INFORMATION
PROSPECTUS SUMMARY
The Company
Purpose of the Exchange Offer
Summary of the Exchange Offer
Summary of Terms of the Exchange Notes
RISK FACTORS
DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS
RECENT DEVELOPMENTS
USE OF PROCEEDS
THE EXCHANGE OFFER
SELECTED HISTORICAL FINANCIAL DATA OF IMC GLOBAL AND PHOSPHATE RESOURCE PARTNERS LIMITED PARTNERSHIP
INFORMATION REGARDING IMC PHOSPHATES COMPANY Business Overview of IMC Phosphates Company
Legal Proceedings
Selected Financial Data
Management's Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures about Market Risk
Directors and Executive Officers of the Registrant and Executive Compensation
Other Matters
DESCRIPTION OF NOTES
UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
PLAN OF DISTRIBUTION
VALIDITY OF THE NEW SECURITIES
EXPERTS
WHERE YOU CAN FIND MORE INFORMATION
DOCUMENTS INCORPORATED BY REFERENCE
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
EXHIBIT INDEX

EX-3.I(C)

                                                                 Exhibit 3.i(c)


                         CERTIFICATE OF INCORPORATION

                                    -OF-

                            SIFTO LOUISIANA INC.

                                   -oo0oo-

     FIRST:  The name of the Corporation is Sifto Louisiana Inc. (hereinafter
sometimes called the "Corporation").

     SECOND:  The address of the Corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, City of
Wilmington, County of New Castle, State of Delaware 19801. The name of its
registered agent at such address is The Corporation Trust Company.

     THIRD:  The nature of the business or purposes to be conducted or
promoted are to engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of the State of Delaware.



                                      -2-

     FOURTH:  The total number of shares of stock which the Corporation shall
have authority to issue is 1,000 and the par value of each of such shares is
$.01.

     FIFTH:  The name and mailing address of the incorporator is as follows:

             Daniel S. Margetanski
             Winthrop, Stimson, Putnam & Roberts
             1 Battery Park Plaza
             New York, New York 10004

     SIXTH:  The following additional provisions are inserted for the
management of the business and for the conduct of the affairs of the
Corporation, and for the creation, definition, limitation and regulation of
the powers of the Corporation, the directors and the stockholders:

     1.  Election of directors need not be by written ballot. The Board of
Directors shall have power to make, alter, amend and repeal the By-Laws of
the Corporation and to fix the compensation of directors for services in any
capacity.

     2.  Any director may be removed at any time, with or without cause, upon
the affirmative vote of the holders of a majority of the stock of the
Corporation at that time having voting power for the election of directors;
provided, however, that no director who shall have been elected by the
holders of a separate class of stock shall



                                      -3-

be removed under the provisions of this subdivision except upon the
affirmative vote of the holders of a majority of the class whose holders
elected him, if such holders are then entitled to vote for the election of
directors.

     3.  Any corporate action, with respect to which the vote of the
stockholders at a meeting thereof is required or permitted by any provision
of the General Corporation Law of the State of Delaware or of the Certificate
of Incorporation or the By-Laws of the Corporation, is authorized to be taken
and may be taken without that vote and meeting, and that vote and meeting
may be dispensed with, with the written consent of the holders of a majority
(or, if with respect to a particular corporate action where the General
Corporation Law of the State of Delaware or the Certificate of Incorporation
or the By-Laws of the Corporation specifies a greater percentage, by the
holders of that greater percentage) of the stock that would have been
entitled to vote upon that action if a meeting were held. Prompt notice shall
be given to all stockholders of the taking of any corporate action pursuant
to the provisions of this paragraph 3 unless that action has been consented
to in writing by the holders of all of the stock that would have been
entitled to vote upon that action if a meeting were held.



                                      -4-

    4.  A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived
an improper personal benefit.

    IN WITNESS WHEREOF, I, the undersigned, being the incorporator named
above, have hereunto set my hand and seal this 22nd day of March, 1990.


                                       /s/ Daniel S. Margetanski
                                       ----------------------------------------
                                        Daniel S. Margetanski



STATE OF NEW YORK )
                  : ss.:
COUNTY OF NEW YORK)

     BE IT REMEMBERED that on this 22nd day of March, 1990, personally came
before me, Elliott Schuchardt, a Notary Public in and for the County and
State aforesaid, Daniel S. Margetanski, party to the foregoing Certificate of
Incorporation, known to me personally to be such, and acknowledged that it is
his act and deed and that the facts stated therein are true.

     GIVEN under my hand and seal of office the day and year aforesaid.


                                       /s/ Elliott Schuchardt
                                       ----------------------------------------
                                       Notary Public


                                               ELLIOTT SCHUCHARDT
                                        Notary Public, State of New York
                                                 No. 31-4958172
                                          Qualified in New York County
                                          Commission Expires 10/30/91





                           CERTIFICATE OF AMENDMENT

                                    TO THE

                         CERTIFICATE OF INCORPORATION

                                     OF

                            SIFTO LOUISIANA INC.


    SIFTO LOUISIANA INC., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:

    FIRST:  That the Board of Directors of the Corporation duly adopted a
resolution setting forth a proposed amendment to the Certificate of
Incorporation of the Corporation, declaring said amendment to be advisable
and calling a meeting of the stockholders of the Corporation for
consideration thereof. The resolution setting forth the proposed amendment is
as follows:

    RESOLVED, that Article First of the Certificate of Incorporation of
  the Corporation be amended, and as amended said Article shall be and read
  in its entirety as follows:

        "FIRST:  The name of the Corporation is Carey Louisiana Inc.
    (hereinafter sometimes called the "Corporation")."

    SECOND:  That in lieu of a meeting and vote of stockholders, the
holders of all of the outstanding stock the Corporation have given its
unanimous written consent to said amendment in accordance with the
provisions of Section 228 of the General Corporation Law of the State of
Delaware.

    THIRD:  That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.



                                      -2-

     IN WITNESS WHEREOF, the Corporation has caused this certificate of
amendment to be signed by Anthony J. Petrocelli, its Vice President, and
attested by Richard J. Donahue, its Secretary, as of the 20th day of August,
1990.


                                       SIFTO LOUISIANA INC.

                                       BY: /s/ Anthony J. Petrocelli
                                           ------------------------------------
                                           Anthony J. Petrocelli
                                           Vice President

ATTEST: /s/ Richard J. Donahue
        -------------------------------
        Richard J. Donahue
        Secretary



                            CERTIFICATE OF AMENDMENT

                                      TO THE

                          CERTIFICATE OF INCORPORATION

                                      OF

                              CAREY LOUISIANA INC.


     CAREY LOUISIANA INC., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:

     FIRST:  That the Board of Directors of the Corporation duly adopted a
resolution setting forth a proposed amendment to the Certificate of
Incorporation of the Corporation, declaring said amendment to be advisable
and calling a meeting of the stockholders of the Corporation for
consideration thereof. The resolution setting forth the proposed amendment is
as follows:

          RESOLVED, that Article First of the Certificate of Incorporation of
     the Corporation be amended, and as amended said Article shall be and
     read in its entirety as follows:

               "FIRST:  The name of the Corporation is Carey Salt Company
          (hereinafter sometimes called the "Corporation")."

     SECOND:  That in lieu of a meeting and vote of stockholders, the holders
of all of the outstanding stock the Corporation have given its unanimous written
consent to said amendment in accordance with the provisions of Section 228 of
the General Corporation Law of the State of Delaware.

     THIRD:  That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.



                                      -2-


     IN WITNESS WHEREOF, the Corporation has caused this certificate of
amendment to be signed by Richard J. Nick, its Vice President, and attested
by Richard J. Donahue, its Secretary, as of the 2nd day of November, 1990.


                                       CAREY LOUISIANA INC.

                                       BY: /s/ Richard J. Nick
                                          -------------------------------------
                                          Richard J. Nick
                                          Vice President

ATTEST: /s/ Richard J. Donahue
        -------------------------------
        Richard J. Donahue
        Secretary

EX-3.I(D)

                                                                  Exhibit 3.i(d)

                          CERTIFICATE OF INCORPORATION

                                       OF

                           Southern Enterprises Inc.

         FIRST: The name of the corporation is Southern Enterprises Inc.

         SECOND: The address of the corporation's registered office in the
State of Delaware is No. 1209 Orange Street, in the City of Wilmington,
County of New Castle. The name of the corporation's registered agent at such
address is The Corporation Trust Company.

         THIRD: The purpose of the corporation shall be to engage in any
lawful act or activity for which corporations may be organized under the
General Corporation Law of the State of Delaware.

         FOURTH: The total number of shares of all classes of stock which the
corporation shall have authority to issue is 1,000 shares of the par value of
$1.00 per share, all of which shall be Common Stock.

         FIFTH: The name and mailing address of the incorporator is:



                NAME                                MAILING ADDRESS
                ----                                ---------------
                                              
          Sandra B. Reece                         1615 Poydras Street
                                                 New Orleans, LA 70112


         SIXTH: (a) A director of this Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of the law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived
an improper personal benefit.

         (b) The Corporation shall indemnify any person who is or was a
director, officer, employee or agent of the Corporation, or is or was serving
at the request of the



Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, to the fullest extent
permitted by applicable law. The determination as to whether such person has
met the standard required for indemnification shall be made in accordance
with applicable law.

         Expenses incurred by such a director, officer, employee or agent in
defending a civil or criminal action, suit or proceeding shall be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such person to
repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized in this Article
SIXTH.

         The foregoing indemnification shall not be deemed exclusive of any
other rights to which those seeking indemnification may be entitled under any
applicable law, by-law, agreement, vote of stockholders or disinterested
directors or otherwise.

         (c) The provisions of this Article SIXTH shall be deemed to be a
contract between the Corporation and each person who serves as such director,
officer, employee or agent of the Corporation in any such capacity at any
time while this Article SIXTH is in effect. No repeal or modification of the
foregoing provisions of this Article SIXTH nor, to the fullest extent
permitted by law, any modification of law shall adversely affect any right or
protection of a director, officer, employee or agent of the Corporation
existing at the time of such repeal or modification.

         SEVENTH: In furtherance and not in limitation of the powers
conferred by law, (a) the Board of Directors is expressly authorized to
adopt, amend or repeal the by-laws of the corporation in any manner not
inconsistent with the laws of the State of Delaware or the certificate of
incorporation of the corporation, subject to the power of the stockholders to
adopt, amend or repeal the by-laws or to limit or restrict the power of the
Board of Directors to adopt, amend or repeal the by-laws, and (b) the
corporation may in its by-laws confer powers and authorities upon its Board
of Directors in addition to those conferred upon it by statute.

         EIGHTH: Election of directors need not be by ballot unless the
by-laws of the corporation shall so provide.

                                      -2-



         NINTH: The corporation reserves the right to amend, alter, change or
repeal any provision contained in this certificate of incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

         IN WITNESS WHEREOF, the undersigned, being the incorporator
hereinbefore named, does hereby make this certificate for the purpose of
forming a corporation in pursuance of the General Corporation Law of the
State of Delaware, does hereby certify that the facts hereinbefore set forth
are true and correct and has accordingly hereunto set her hand this 16th day
of December, 1987.

                                                /s/  Sandra B. Reece
                                                --------------------------------
                                                Sandra B. Reece
                                                Incorporator

                                      -3-



                            Southern Enterprises Inc.

                            Certificate of Amendment

                                       of

                          Certificate of Incorporation

                    (Pursuant to Sections 103 and 241 of the
                General Corporation Law of the State of Delaware)

         Sandra B. Reece, sole incorporator of Southern Enterprises Inc., a
corporation organized and existing under the laws of the State of Delaware,
hereby certifies that:

         I. The Certificate of Incorporation of Southern Enterprises Inc. is
hereby amended as follows:

         Article FIRST of the Certificate of Incorporation which now reads as
follows:

         "FIRST: The name of the corporation is
          SOUTHERN ENTERPRISES INC."

is amended to read as follows:

         "FIRST: The name of the corporation is
          FMRP Inc."

         II. The foregoing amendment has been duly adopted in accordance with
the provisions of Sections 103 and 241 of the General Corporation Law of the
State of Delaware.

         III. The corporation has not received any payment for any of its
stock. The corporation has no directors or officers as of this date.

         IN WITNESS WHEREOF, the Certificate of Amendment of Certificate of
Incorporation has been signed by the undersigned, being the sole incorporator
of Southern Enterprises, Inc. this 27th day of January, 1988.

                                        Southern Enterprises Inc.

                                        By:     /s/  Sandra B. Reece
                                           -------------------------------------
                                                Sandra B. Reece
                                                Incorporator

EX-3.I(E)

                                                                  Exhibit 3.i(e)


                          CERTIFICATE OF INCORPORATION

                                     -of-


                                GSL CORPORATION


                                    -00O00-


     FIRST:  The name of the Corporation is GSL Corporation (hereinafter
sometimes called the "Corporation").

     SECOND:  The address of the Corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, City of
Wilmington, County of New Castle, State of Delaware 19801. The name of its
registered agent at such address is The Corporation Trust Company.

     THIRD:  The nature of the business or purposes to be conducted or
promoted are to engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of the State of Delaware.

     FOURTH:  The total number of shares of stock which the Corporation has
authority to issue is 1,300,000 shares, consisting of:

     (1)  400,000 shares of Class A Common Stock, par value $.01 per share
("Class A Common");

     (2)  200,000 shares of Class B Common Stock, par value $.01 per share
("Class B Common");

     (3)  200,000 shares of Class C Common Stock, par value $.01 per share
("Class C Common");

     (4)  200,000 shares of Class D Common Stock, par value $.01 per share
("Class D Common" and collectively




                                         -2-


with the Class B Common and the Class C Common, the "Class B Securities");

     (5)  150,000 shares of Class E Common Stock, par value $.01 per share
("Class E Common"); and

     (6)  150,000 shares of Class F Common Stock, par value $.01 per share
("Class F Common").

     Class A Common, Class B Common, Class C Common, Class D Common, Class E
Common and Class F Common are collectively referred to herein as "Common
Stock." The Class C Common and Class D Common shall be issuable only as set
forth in Parts 4, 5, 6, and 7 of Section A below.

                            A.  COMMON STOCK

Part 1.  VOTING RIGHTS.

     1A.  GENERALLY.  Except as specifically required under the General
Corporation Law of the State of Delaware and subject to Part 9 below, the
holders of Class A Common will be entitled to one vote per share and shall
vote as on, class one all matters to be voted on by the Corporation's
stockholders, provided that no amendment to this Section A of Article Fourth
shall be effective without the concurrence of a majority of each class of
Common Stock, voting separately. Except as provided herein and as otherwise
provided by law, the holders of Class B Common, Class C Common, Class D
Common, Class E Common and Class F Common will have no voting rights.

     1B.  ELECTION OF DIRECTORS.  The number of directors which shall constitute
the Board of Directors shall be not less than three nor more than five which
exact number shall be established in the By-laws of the Corporation and
shall initially be three. At all elections of directors, each holder of
Class A Common shall be entitled to as may votes as shall equal the number of
votes which (except for this provision as to cumulative voting) it would be
entitled to cast for the election of directors with respect to his shares of
Class A Common multiplied by the number of directors to be elected, and may
cast all such votes for a single director or may distribute them among any
two or more of the directors to be voted for as he sees fit.



                                       -3-

     1C.  VOTING RIGHTS OF CLASS B COMMON, CLASS C COMMON AND CLASS D COMMON.
In addition to the rights set forth in Part 9, the holders of Class B Common,
Class C Common and Class D Common shall be entitled to voting rights with
respect to all or any portion of its shares identical to those voting rights
of the holders of Class A Common and to be considered members of the same
class as the holders of Class A Common in the event that there is a proposal
to amend any provision of this Restated Certificate of Incorporation; provided,
however, that the voting rights conferred pursuant to this Section would not
enable any holder of Class B Securities to vote more than 50% of the aggregate
number of shares of Common Stock eligible to vote.

Part 2.  DIVIDENDS.

     When and as dividends are declared thereon, the holders of Common Stock
will be entitled to share equally, share for share, in such dividends.

Part 3.  LIQUIDATION.

     The holders of Common Stock then outstanding shall be entitled to
receive ratably all remaining assets of the Corporation to be distributed
upon any liquidation, dissolution or winding up of the Corporation.

Part 4.  CLASS B COMMON AND CONVERSION.

     4A.  MANDATORY CONVERSION.  On July 1, 1993, without any action on the part
of any holder of Class B Common, all issued and outstanding shares of Class B
Common shall be converted into shares of Class C Common as follows:

          (1)  If the Cumulative EBITD of the Corporation (as defined in Part
     4B) for the three fiscal years ending March 27, 1993 is less the EBITD
     Target A (as defined in Part 4B), each share of Class B Common issued and
     outstanding on such date shall be converted into one share of Class C
     Common; or

          (2)  If the the Cumulative EBITD of the Corporation for the three
     fiscal years ending March 27, 1993 equals or exceeds EBITD Target A, each
     share of Class B Common issued and outstanding on such date shall be
     converted into 0.81818 shares of Class C Common.





                                      -4-

     4B.     DEFINITIONS.

                        As used in this Part 4 or in Part 5:

                (1) The term "Cumulative EBITD" of the Corporation shall mean
     the sum of the following (without duplication) for the Corporation and
     its direct and indirect subsidiaries and NAMSCO Inc. and its direct and
     indirect subsidiaries, each on a consolidated basis, determined by the
     Corporation's independent certified public accountants in accordance
     with generally accepted accounting principles as at March 30, 1990: (i)
     net earnings (or loss) after taxes for such period, PLUS (ii) amounts
     deducted from net revenues in determining such net earnings (or loss) on
     account of (x) depreciation and amortization, (y) interest expense (net
     of interest income) and (z) taxes on income, PLUS (iii) non-recurring
     losses for such period, MINUS (iv) nonrecurring gains for such period,
     PLUS (v) the average annual EBITD contribution for the last 12 fiscal
     quarters immediately preceding their sale of any assets sold by the
     Corporation (or any subsidiary of the corporation) after March 31, 1990
     including the stock of a subsidiary.

                (2) The terms "EBITD Target A," EBITD Target B" and "EBITD
     Target C" shall have the meanings ascribed thereto in the Stockholders
     Agreement.

     4C.     CANCELLATION OF CLASS B COMMON SHARES. Upon the conversion of
shares of Class B Common into shares of Class C Common as set forth in
Subpart 4A above, all shares of Class B Common issued and outstanding shall
be canceled and no further Class B Common shares shall be issued. Each holder
of a stock certificate or certificates representing share of Class B Common
outstanding immediately prior to such cancellation, upon surrender of such
certificate or certificates to the Corporation, shall be entitled to receive
a stock certificate or certificates, as the case may be, representing the
number of shares of Class C Common calculated in accordance with Subpart 4A
above for each shares of Class B Common held immediately prior to
cancellation. The issuance of certificates for Class C Common upon the
conversion of Class B Common, will be made without charge to holders of such
shares for any issuance tax in respect thereof or other costs incurred by the
Corporation in connection with such conversion and the related issuance of
Class C Common. The Corporation will not close its books against the transfer
of shares of Class



                                      -5-

B Common in any manner which interferes with the timely conversion of any
shares of Class B Common.

Part 5. CLASS C COMMON CONVERSION.

     5A.  MANDATORY CONVERSION. On July 1, 1995, without any action on the
part of any holder of Class C Common, all issued and outstanding shares of
Class C Common shall be converted into shares of Class D Common as follows:

                (1) If the Cumulative EBITD of the Corporation for the five
     fiscal years ending March 25, 1995 is less than EBITD Target B, each
     share of Class C Common issued and outstanding on such date shall be
     converted into one share of Class D Common; or

                (2) If the Cumulative EBITD of the Corporation for the five
     fiscal years ending March 25, 1995 equals or exceeds EBITD Target B but
     is less than EBITD Target C, (a) in the event that shares of Class C
     Common were issued pursuant to Subpart 4A(1) above, then each share of
     Class C Common issued and outstanding on such date shall be converted
     into 0.66667 shares of Class D Common and (b) in the event that shares
     of Class C Common were issued pursuant to Subpart 4A(2) above, then each
     share of Class C Common issued and outstanding on such date shall be
     converted into 0.81481 shares of Class D Common; or

                (3) If the Cumulative EBITD of the Corporation for the five
     fiscal years ending March 25, 1995 equals or exceeds EBITD Target C, (a)
     in the event that shares of Class C Common were issued pursuant to
     Subpart 4A(1) above, then each share of Class C Common issued and
     outstanding on such date shall be converted into 0.53846 shares of Class
     D Common and (b) in the event that shares of Class C Common were issued
     pursuant to Subpart 4A(2) above, then each share of Class C Common
     issued and outstanding on such date shall be converted into 0.65812
     shares of Class D Common.

     5B. CANCELLATION OF CLASS C COMMON SHARES. Upon the conversion of shares
of Class C Common into shares of Class D Common as set forth in subpart 5A
above, all shares of Class C Common issued and outstanding shall be canceled
and no further Class C Common shares shall be issued. Each holder of a stock
certificate or certificates representing shares of Class C Common outstanding
immediately prior to



                                      -6-

such cancellation, upon surrender of such certificate or certificates to the
Corporation, shall be entitled to receive a stock certificate or
certificates, as the case may be, representing the number of shares of Class
D Common calculated in accordance with Subpart 5A above for each share of
Class C Common held immediately prior to cancellation. The issuance of
certificates for Class D Common upon the conversion of Class C Common, will
be made without charge to holders of such shares for any issuance tax in
respect thereof or other costs incurred by the Corporation in connection with
such conversion and the related issuance of Class D Common. The Corporation
will not close its book against the transfer of shares of Class C Common in
any manner which interferes with the timely conversion of any shares of Class C
Common.

Part 6. ALTERNATIVE CLASS B COMMON OR CLASS C COMMON CONVERSION

     6A. MANDATORY CASH OUT CONVERSION. If at any time prior to July 1, 1995,
there has been a "Cash Out" (as defined in the Senior Note Agreement), then,
without any action on the part of any holder of Class B Common or Class C
Common, all issued and outstanding shares of Class B Common or Class C Common
shall be converted into shares of Class D Common as follows:

     (1) If the Time Weighted ROI is less than 23% or the Minimum Capital
Return is less than $115,500,000, then each share of Class B Common or Class
C Common issued and outstanding on the date of the Cash Out shall be
converted into one share of Class D Common;

     (2) If the Time Weighted ROI is at least 23% but less than 25% and the
Minimum Capital Return is at least $115,500,000, (a) in the event that (i)
shares of Class B Common are issued and outstanding or (ii) shares of Class C
Common were issued pursuant to Subpart 4A(1) above, then each share of Class
B Common or Class C Common issued and outstanding on the date of the Cash
Out, as the case may be, shall be converted into 0.81818 shares of Class D
Common and (b) in the event that shares of Class C Common were issued
pursuant to Subpart 4A(2) above, then each share of Class C Common issued and
outstanding on the date of the Cash Out shall be converted into one share of
Class D Common;

     (3) If the Time Weighted ROI is at least 25% but less than 27% and the
Minimum Capital Return is at least $130,900,000, (a) in the event that (i)
shares of Class B



                                       -7-

Common are issued and outstanding or (ii) shares of Class C Common were
issued pursuant to Subpart 4A(1) above, then each share of Class B Common or
Class C Common issued and outstanding on the date of the Cash Out shall be
converted into 0.66667 shares of Class D Common and (b) in the event that
shares of Class C Common were issued pursuant to Subpart 4A(2) above, then
each share of Class C Common issued and outstanding on the date of the Cash
Out, as the case may be, shall be converted into 0.81481 shares of Class D
Common; or

     (4)  If the Time Weighted ROI is at least 27% and the Minimum Capital
Return is at least $146,300,000, (a) in the event that (i) shares of Class B
Common are issued and outstanding or (ii) shares of Class C Common were
issued pursuant to Subpart 4A(1) above, then each share of Class B Common or
Class C Common, as the case may be, shall be converted into 0.53846 shares of
Class D Common, and (b) in the event that shares of Class C Common were
issued pursuant to Subpart 4A(2) above, then each share of Class C Common
issued and outstanding on the date of the Cash Out shall be converted into
0.65812 shares of Class D Common.

     6B.  DEFINITION OF TIME WEIGHTED ROI AND MINIMUM CAPITAL RETURN.  The
term "Time Weighted ROI" shall mean that rate of return at which the
discounted value (compounded semi-annually) of each cash payment (including
interest, pre-payment premium and dividends) with respect to the subordinated
debt issued under the Subordinated Note Agreement, the preferred stock and
Class B Common Stock, Class C Common Stock and Class D Common Stock of NAMSCO
Inc. and the Class D Common (after giving effect to the mandatory conversion
described herein), including all payments in connection with the Cash Out
equals $77 million. The term "Minimum Capital Return" shall mean the sum of
all cash payments made with respect to (i) the principal amount of the
subordinated debt issued under the Subordinated Note Agreement (including any
prepayment premium but excluding payments of interest thereon), (ii) the
stated value of the preferred stock of NAMSCO Inc. (but excluding payments
with respect to accrued dividends added to such stated value and excluding
payments with respect to shares of preferred stock of NAMSCO Inc. issued as
dividends), (iii) the shares of Class D Common (after giving effect to the
mandatory conversion described herein) and (iv) the shares of Class B Common,
Class C Common and Class D Common of NAMSCO Inc.

     6C. CANCELLATION OF CLASS B COMMON OR CLASS C COMMON SHARES.  Upon the
conversion of shares of Class B



                                      -8-

Common or Class C Common into shares of Class D Common as set forth in
Subpart 6A above, all shares of Class B Common or Class C Common issued and
outstanding shall be canceled and no further Class B Common or Class C Common
shares shall be issued. Each holder of a stock certificate or certificates
representing shares of Class B Common or Class C Common outstanding
immediately prior to such cancellation, upon surrender of such certificate or
certificates to the Corporation, shall be entitled to receive a stock
certificate or certificates, as the case may be, representing the number of
shares of Class D Common calculated in accordance with Subpart 6A above for
each share of Class B Common or Class C Common held immediately prior to
cancellation. The issuance of certificates for Class D Common upon the
conversion of Class B Common or Class C Common, will be made without charge
to holders of such shares for any issuance tax in respect thereof or other
costs incurred by the Corporation in connection with such conversion and the
related issuance of Class D Common. The Corporation will not close its book
against the transfer of shares of Class B Common or Class C Common in any
manner which interferes with the timely conversion of any shares of Class B
Common or Class C Common.

Part 7.  ANTI-DILUTION PROTECTION

     7A.  Notwithstanding anything to the contrary contained in Part 4, Part
5 or Part 6 above, in the event that the Corporation shall issue shares of
Class A Common, Class E Common or Class F Common other than First Refusal
Securities (as defined in the Stockholders Agreement), or shares issued with
the prior written consent of a majority of the Class B Securities, the
conversion ratios contained Part 4, Part 5 and Part 6 shall be adjusted so
that, after any such conversion

     (1)  the holders of Class C Common shall hold, in the aggregate, no less
          than

          (a)  50% of the outstanding Common Stock of the Corporation if such
               conversion occurs pursuant to Subpart 4A(1), or

          (b)  45% of the outstanding Common Stock of the Corporation if such
               conversion occurs pursuant to Subpart 4A(2); and



                                      -9-

     (2)  the holders of Class D Common shall hold, in the aggregate, no less
          than

          (a)  50% of the outstanding Common Stock of the Corporation if such
               conversion occurs pursuant to Subpart 4A(1) and either (i)
               Subpart 5A(1) or (ii) Subpart 6A(1), or

          (b)  45% of the outstanding Common Stock of the Corporation if such
               conversion occurs pursuant to (i) Subpart 4A(2) and either (A)
               Subpart 5A(1) or (B) Subpart 6A(1) or (ii) Subpart 6A(2), or

          (c)  40% of the outstanding Common Stock of the Corporation if such
               conversion occurs pursuant to (i) Subpart 5A(2) or (ii)
               Subpart 6A(3), or

          (d)  35% of the outstanding Common Stock of the Corporation if such
               conversion occurs pursuant to (i) Subpart 5A(3) or (ii)
               Subpart 6A(4).

     7B.  After July 1, 1995, in the event that the Corporation shall issue
such shares of Class A Common, Class E Common or Class F Common other than
First Refusal Securities or shares issued with the prior written consent of a
majority of the Class B Securities, the Corporation shall issue such shares
of Class D Common, pro rata to the holders thereof to maintain the percentage
of the issued and outstanding Common Stock represented by the issued and
outstanding Class D Common. In the event that shares of Class D Common are
issued pursuant to this Subpart 7B and, as a result of a "determination" as
defined in Section 1313(a) of the Internal Revenue Code of 1986, as amended
(the "Code"), any holder is treated as receiving a distribution pursuant to
Code Section 301, then the Corporation shall hold such holder harmless from
such distribution on an after-tax basis.

Part 8.  CONVERSION OF CLASS E COMMON AND CLASS F COMMON.

     8A.  In connection with, or the reasonable expectation of, (i) any
public offering or public sale of Class A Common (including a registered
offering and a sale pursuant to Rule 144 issued by the Securities and Exchange



                                      -10-

Commission or any similar rule then in force), (ii) the sale to any person or
group of persons (as defined in Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act")) of securities possessing in the
aggregate the ordinary voting power to elect a majority of the Corporation's
directors, which sale has been approved by the Corporation's board of
directors, (iii) the sale to any person or group of persons (as defined in
Section 13(d)(3) of the Exchange Act) (provided such person or group of
persons immediately after such sale owns or has the right to acquire not more
than 2 percent of the Class A Common then outstanding), (iv) the sale to any
person or group of persons that possess or will possess in the aggregate the
ordinary voting power to elect a majority of the Corporation's directors
(excluding the shares of Class E Common and Class F Common being converted);
or (v) any merger or consolidation pursuant to which any person or group of
persons will possess in the aggregate the ordinary voting power to elect a
majority of the Corporation's directors, which merger or consolidation has
been approved by the Corporation's board of directors, each record holder of
Class E Common or Class F Common is entitled to convert into the same number
of shares of Class A Common any or all of such holder's shares of Class E
Common or Class F Common actually being distributed to the public, sold to an
underwriter, broker-dealer or market maker for actual sale to the public or
sold to the third-party purchaser. The Corporation will at all times reserve
and keep available out of its authorized but unissued shares of Class A
Common, solely for issue upon such exchanges, the number of shares deemed
sufficient by the Corporation for such purposes.

     8B.  (i)   Each conversion of shares of Class E Common or Class F Common
into shares of Class A Common will be effected by the surrender of the
certificate or certificates representing the shares to be converted at the
principal office of the Corporation at any time during normal business hours,
together with a written notice by the holder of such Class E Common or Class
F Common stating that such holder desires to convert the shares, or a stated
number of the shares, of such Class E Common or Class F Common represented by
such certificate or certificates into shares of Class A Common. Such
conversion will be deemed to have been effected as of the close of business
on the date on which such certificate or certificates have been surrendered
and such notice has been received, and at such time the rights of the holder
of the converted Class E Common or Class F Common as such holder will cease
and the person or persons in whose name or names the certificate or



                                      -11-

certificates for shares of Class A Common are to be issued upon such
conversion will be deemed to have become the holder or holders of record of
the shares of Class A Common represented thereby.

              (ii)   Promptly after such surrender and the receipt of such
written notice, the Corporation will issue and deliver in accordance with the
surrendering holder's instructions (a) the certificate or certificates for the
Class A Common issuable upon such conversion and (b) a certificate
representing any Class E Common or Class F Common which was represented by
the certificate or certificates delivered to the Corporation in connection
with such conversion but which was not converted.

              (iii) The issuance of certificates for Class A Common upon
conversion of Class E Common or Class F Common will be made without charge to
the holders of such shares for an issuance tax in respect thereof or other
cost incurred by the Corporation in connection with such conversion and the
related issuance of Class A Common.

              (iv)  The Corporation will not close its books against the
transfer of shares of Common Stock in any manner which would interfere with
the timely conversion of any shares of Common Stock.

     Part 9.  ADDITIONAL VOTING RIGHTS OF CLASS B COMMON, CLASS C COMMON,
CLASS D COMMON AND CLASS F COMMON.

     9A.  Upon the occurrence of a Conversion Event, each Institutional
Holder, within a period of 60 days after the occurrence of such Conversion
Event, or within 60 days after the acquisition of Class B Common, Class C
Common, Class D Common or Class F Common by any transferee, such transferee,
at its option, upon written notice given in accordance with this Subpart 9A,
shall be entitled to voting rights with respect to all or any portion of its
shares identical to those voting rights of the holders of Class A Common and
to be considered members of the same class as the holders of Class A Common
in all matters. Notice of the exercise of the option conferred pursuant to
this Subpart 9A shall be given to the Board of Directors of the Corporation
not less than 10 days prior to the date of the first stockholders' vote in
which the holder of Class B Common, Class C Common, Class D Common or Class F
Common exercising such option desires, but would not otherwise be able, to
participate provided a notice thereof has been duly delivered in accordance
with paragraph 9L of the Stockholders Agreement. The allocation of voting
rights to



                                      -12-

shares of Class B Common, Class C Common, Class D Common, or Class F Common
pursuant to this option shall be irrevocable.

     9B.  For purposes of this Section A of Article Fourth, the following
terms shall have the following meaning:

         "CONVERSION EVENT" means any of the following events (as reasonably
determined by any Institutional Holder in a written notice to the Corporation):

          (i)   the Corporation shall have registered any of its shares of
Capital Stock under the Securities Act of 1933, as amended (the "Securities
Act"), for the purpose of offering such shares to the public, either on its
own behalf or on behalf of one or more of the holders of such shares;

          (ii)  more than thirty percent (30%) of the aggregate voting power
of all then outstanding shares of Class A Common (including securities
convertible or exchangeable by their terms into Class A Common) and all
other securities of the Corporation with similar general voting rights
(including securities convertible or exchangeable by their terms into such
securities and any shares of Class B Common, Class C Common, Class D Common
or Class F Common granted voting rights pursuant to this Part 9) shall be
held (a) by any person other than a Designated Stockholder (as defined below)
or (b) by any two or more persons who "act as a partnership, limited
partnership, syndicate or other group for the purpose of acquiring, holding
or disposing of securities" of the Corporation within the meaning of Section
13(d)(3) of the Exchange Act (other than a partnership, limited partnership,
syndicate or other group a majority of the voting power of which may be
exercised by Designated Stockholders). For the purposes of this paragraph, a
"Designated Stockholder" means Messrs. D. George Harris, Anthony J.
Petrocelli, Richard J. Donahue and Mark C. Demetree and CMIHI or any
Affiliate of such stockholders;

          (iii) the Corporation shall merge or consolidate with any Person
(other than pursuant to transactions involving the merger of the Corporation
with any wholly-owned subsidiary) or shall sell all or substantially all of
the Corporation's assets or earning power to another person;


                                     -13-


          (iv)  holders of Class B Common, Class C Common, Class D Common or
Class F Common shall at any time beneficially own, directly or indirectly, on
a fully-diluted basis, less than twenty percent (20%) of the outstanding
shares of Common Stock on a fully-diluted basis;

          (v)  the Corporation has suffered an event of default, and such
event of default has not been waived or cured, under any agreement pursuant
to which the Corporation or any of its Subsidiaries has incurred indebtedness
for borrowed money; or

          (vi)  the Corporation or any of its Subsidiaries has failed to make
payment when due on any indebtedness for borrowed money pursuant to any debt
instrument held by Prudential, and such failure to pay has not been waived or
cured.

          "CMIHI" means Chase Manhattan Investment Holdings, Inc. and its
affiliates.

          "FIRST PLAZA" means First Plaza Group Trust and its affiliates.

          "INSTITUTIONAL HOLDER" means Prudential, so long as Prudential
shall hold any security of the Corporation, First Plaza so long as First
Plaza shall hold any security of the Corporation, and each other Person which
shall hold shares of Class B Securities representing fifteen percent (15%) or
more of the shares of such class at the time outstanding (other than a Person
which acquired all of the securities in a public offering registered under
the Securities Act of 1933 or as the direct or indirect transferee of
securities so acquired).

          "PRUDENTIAL" shall mean The Prudential Insurance Company of America
and its affiliates.

          "SENIOR NOTE AGREEMENT" means the Senior Secured Note Agreement
dated as of March 28, 1990 among Sifto Canada Inc. and the other parties
named therein and the agreements entered into in connection therewith, as the
same may be amended, endorsed, supplemented or otherwise modified from time
to time.

          "STOCKHOLDERS AGREEMENT" means the Stockholders Agreement dated as
of September 26, 1991 among the Corporation and its stockholders.



                                     -14-


          "SUBORDINATED NOTE AGREEMENT" means the Subordinated Note Agreement
dated as of March 28, 1990 among North American Salt Company and the other
parties named therein as the same may be amended, endorsed, supplemented or
otherwise modified from time to time.

                         B.  ISSUANCE OF STOCK

     Part 1.  Except as otherwise provided in this Certificate of
Incorporation, the Board of Directors shall have authority to authorize the
issuance, from time to time, without any vote or other action by the
stockholders, of any or all shares of stock of the Corporation of any class
or series at any time authorized, and any securities convertible into or
exchangeable for any such shares, and any options, rights or warrants to
purchase or acquire any such shares, in each case to such persons and on such
terms (including as a dividend or distribution on or with respect to, or in
connection with a split or combination of, the outstanding shares of stock of
the same or any other class or series) as the Board of Directors from time to
time in its discretion lawfully may determine. Shares so issued shall be
fully paid stock, and the holders of such stock shall not be liable to any
further call or assessments thereon.

Part 2.  STOCK SPLITS; ADJUSTMENTS, ETC.

     If the Corporation shall in any manner subdivide or combine the
outstanding shares of one class of Common Stock, the outstanding shares of
the other classes of Common Stock shall be proportionately subdivided or
combined, as the case may be. In the event that the Corporation shall make a
rights offering to holders of shares of one class of Common Stock of the
Corporation, the Corporation shall simultaneously make another such rights
offering to the holders of shares of the other classes of Common Stock on the
same terms.

     FIFTH:  The name and mailing address of the incorporator is as follows;

          James M. Curtis
          Winthrop, Stimson, Putnam & Roberts
          One Battery Park Plaza, 24 Whitehall Street
          New York, New York 10004-1490

     SIXTH:  The following additional provisions are inserted for the
management of the business and for the conduct of the affairs of the
Corporation, and for the




                                     -15-


creation, definition, limitation and regulation of the powers of the
Corporation, the directors and the stockholders:

     1.  Election of directors need not be by written ballot. The Board of
Directors shall have power to make, alter, amend and repeal the By-Laws of
the Corporation and to fix the compensation of directors for services in any
capacity.

     2.  Any corporate action, with respect to which the vote of the
stockholders at a meeting thereof is required or permitted by any provision
of the General Corporation Law of the State of Delaware or of the Certificate
of Incorporation or the By-Laws of the Corporation, is authorized to be taken
and may be taken without that vote and meeting, and that vote and meeting may
be dispensed with, with the written consent of the holders of a majority (or,
if with respect to a particular corporate action where the General
Corporation Law of the State of Delaware or the Certificate of Incorporation
or the By-Laws of the Corporation specifies a greater percentage, by the
holders of that greater percentage) of the stock that would have been
entitled to vote upon that action if a meeting were held. Prompt notice shall
be given to all stockholders of the taking of any corporate action pursuant
to the provisions of this paragraph 2 unless that action has been consented
to in writing by the holders of all of the stock that would have been
entitled to vote upon that action if a meeting were held.

     3.  A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (a) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (b) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (c) under Section 174 of the General Corporation
Law of the State of Delaware or (d) for any transaction from which the
director derived an improper personal benefit.

      Any repeal or modification of the foregoing paragraph by the
Stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such
repeal or modification.




                                     -16-


     4. The Corporation shall not be governed by Section 203 of the General
Corporation Law of the State of Delaware.

     SEVENTH: The Corporation shall indemnify any person who was or is a
party, or is threatened to be made a party, to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, including an action by or in the right of the Corporation,
by reason of the fact that he, or the person whose legal representative he
is, (1) is or was a stockholder, director, officer, employee or agent of the
Corporation (including the incorporator thereof), or (2) is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
or (3) is or was a director, officer or employee of the Corporation serving
at the request of the Corporation as a fiduciary of an employee benefit plan
or trust maintained for the benefit of employees of the Corporation or
employees of any such other enterprise, partnership, joint venture, trust, or
other enterprise, against judgments, fines, penalties, amounts paid in
settlement, and expenses, including attorneys' fees, actually and reasonably
incurred by him and the person whose legal representative he is, in
connection with such action, suit or proceeding, or any appeal therein, to
the fullest extent permitted by law.

     Expenses which may be indemnifiable under this Section incurred in
defending an action, suit or proceedings may be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding as
authorized by the Board of Directors upon agreement by or on behalf of the
stockholder, director, officer, employee or agent, or his legal
representative, to repay such amount if he is later found not entitled to be
indemnified by the Corporation as authorized in this Article Seventh.

     The Corporation shall not indemnify any stockholder, director, officer,
employee or agent against judgments, fines, amounts paid in settlement and
expenses, including attorneys' fees, to an extent greater than that
authorized by this Article Seventh but the Corporation may procure insurance
providing greater indemnification and may share the premium cost with any
stockholder, director, officer, employee or agent on such basis as may be
agreed upon.


                                       -17-


     IN WITNESS WHEREOF, I, the undersigned, being the incorporator named
above, have hereunto set my hand and seal this 18th day of September, 1991.

                                        /s/ James M. Curtis
                                --------------------------------------
                                            Incorporator



STATE OF NEW YORK       )
                        :    ss.:
COUNTY OF NEW YORK      )


         BE IT REMEMBERED that on this 18th day of September, 1991,
personally came before me Daniel S. Margetanski, a Notary Public in and for
the County and State aforesaid, James M. Curtis, parties to the foregoing
Certificate of Incorporation, known to me personally to be such, and
acknowledged that it is the act and deed of each of them and that the facts
stated therein are true.

         GIVEN under my hand and seal of office the day and year aforesaid.


                                    /s/ Daniel S. Margetanski
                           ---------------------------------------------
                                           NOTARY PUBLIC


                                       DANIEL S. MARGETANSKI
                                  Notary Public, State of New York
                                           No. 31-4965489
                                    Qualified in New York County
                                  Commission Expires April 23, 1992



                                CERTIFICATE OF AMENDMENT
                                           TO
                              CERTIFICATE OF INCORPORATION
                                           OF
                                    GSL CORPORATION

                                         *****

                        Adopted in accordance with the provisions
                      of Section 242 of the General Corporation Law
                                of the State of Delaware

                                         *****

     Rose Marie Williams, being the Secretary of GSL Corporation, a corporation
duly organized and existing under and by virtue of the General Corporation
Law of the State of Delaware (the "Corporation"), does hereby certify as
follows:

     FIRST:  That the Certificate of Incorporation of the Corporation be, and
hereby is, amended by deleting Paragraph 1B of Part One of Section A of
Article Fourth in its entirety and substituting in lieu thereof a new
Paragraph 1B of Part One of Section A of Article Fourth to read as follows:

     "FOURTH:
     A. COMMON STOCK
     Part 1. VOTING RIGHTS.
     1B. ELECTION OF DIRECTORS. The number of directors which
     shall constitute the Board of Directors shall be not less than
     one nor more than three which exact number shall be
     established in the By-Laws of the Corporation."

     SECOND:  That the Board of Directors of the Corporation approved the
foregoing amendment by unanimous written consent pursuant to the provisions
of Section 141(f) and 242 of the General Corporation Law of the State of
Delaware and directed that such



amendment be submitted to the stockholders of the Corporation entitled to
vote thereon for their consideration, approval and adoption thereof.

     THIRD:  That the stockholders entitled to vote thereon approved the
foregoing amendment by written consent in accordance with Section 228 and 242
of the General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, the undersigned does hereby certify under penalties
of perjury that this Certificate of Amendment to the Certificate of
Incorporation of the Corporation is the act and deed of the undersigned and
the facts stated herein are true and accordingly has hereunto set her hand
this 12th day of January, 2001.

                                       /s/ Rose Marie Williams
                                       -----------------------
                                       GSL Corporation, a Delaware corporation


                                       By:   Rose Marie Williams
                                       Its:  Secretary




                         CERTIFICATE OF AMENDMENT
                                   TO
                       CERTIFICATE OF INCORPORATION
                                   OF
                            GSL CORPORATION

                                 *****

                Adopted in accordance with the provisions
              of Section 242 of the General Corporation Law
                        of the State of Delaware

                                 *****

     Rose Marie Williams, being the Secretary of GSL Corporation, a
corporation duly organized and existing under and by virtue of the General
Corporation Law of the State of Delaware (the "Corporation"), does hereby
certify as follows:

     FIRST:  That the Certificate of Incorporation of the Corporation be, and
hereby is, amended by deleting Paragraph 1B of Part One of Section A of
Article Fourth in its entirety and substituting in lieu thereof a new
Paragraph 1B of Part One of Section A of Article Fourth to read as follows:

              The number of directors which shall constitute the
            Board of Directors shall be not less than one nor more
                    than three which exact number shall be
                established in the By-Laws of the Corporation.

     SECOND:  That the Board of Directors of the Corporation approved the
foregoing amendment by unanimous written consent pursuant to the provisions
of Section 141(f) and 242 of the General Corporation Law of the State of
Delaware and directed that such



amendment be submitted to the stockholders of the Corporation entitled to
vote thereon for their consideration, approval and adoption thereof.

     THIRD:  That the stockholders entitled to vote thereon approved the
foregoing amendment by written consent in accordance with Section 228 and 242
of the General Corporation Law of the State of Delaware.

                                 *****



     IN WITNESS WHEREOF, the undersigned does hereby certify under penalties
of perjury that this Certificate of Amendment to the Certificate of
Incorporation of the Corporation is the act and deed of the undersigned and
the facts stated herein are true and accordingly has hereunto set her hand
this ____ day of January, 2001.

                                       /s/ Rose Marie Williams
                                       ---------------------------------------
                                       GSL Corporation, a Delaware corporation

                                       By:   Rose Marie Williams

                                       Its:  Secretary

EX-3.I(F)

                                                         Exhibit 3.i(f)

                          CERTIFICATE OF INCORPORATION

                                      -of-

                       HARRIS CHEMICAL NORTH AMERICA INC.

                                     -oo0oo-

         FIRST: The name of the Corporation is HARRIS CHEMICAL NORTH AMERICA
INC. (hereinafter sometimes called the "Corporation").

         SECOND: The address of the Corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington,
County of New Castle, State of Delaware 19801. The name of its registered agent
at such address is The Corporation Trust Company.

         THIRD: The nature of the business or purposes to be conducted or
promoted are to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of the State of Delaware.

         FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is 1,000 shares of Common Stock, par value $0.01 per
share ("Common Stock").



                                 A. COMMON STOCK

         Part 1. VOTING RIGHTS.

         1A. GENERALLY. Except as specifically required under the General
Corporation Law of the State of Delaware, the holders of Common Stock will be
entitled to one vote per share and shall vote as one class on all matters to be
voted on by the Corporation's stockholders.

         1B. ELECTION OF DIRECTORS. The number of directors which shall
constitute the Board of Directors shall be not less than three nor more than
nine which exact number shall be established in the By-laws of the
Corporation and shall initially be three. At all elections of directors, each
holder of Common Stock shall be entitled to as many votes as shall equal the
number of votes which (except for this provision as to cumulative voting) it
would be entitled to cast for the election of directors with respect to his
shares of Common Stock multiplied by the number of directors to be elected,
and may cast all such votes for a single director or may distribute them
among any two or more of the directors to be voted for as he sees fit.

         Part 2. DIVIDENDS. When and as dividends are declared thereon, the
holders of Common Stock will be entitled to share equally, share for share, in
such dividends.

                                      -2-





         Part 3. LIQUIDATION. The holders of Common Stock then outstanding shall
be entitled to receive ratably all assets of the Corporation to be distributed
upon any liquidation, dissolution or winding up of the Corporation.

                              B. ISSUANCE OF STOCK

         Except as otherwise provided in this Certificate of Incorporation, the
Board of Directors shall have authority to authorize the issuance, from time to
time, without any vote or other action by the stockholders, of any or all shares
of stock of the Corporation of any class or series at any time authorized, and
any securities convertible into or exchangeable for any such shares, and any
options, rights or warrants to purchase or acquire any such shares, in each case
to such persons and on such terms (including as a dividend or distribution on or
with respect to, or in connection with a split or combination of, the
outstanding shares of stock of the same or any other class or series) as the
Board of Directors from time to time in its discretion lawfully may determine.
Shares so issued shall be fully paid stock, and the holders of such stock shall
not be liable to any further call or assessments thereon.

         FIFTH: The name and mailing address of the incorporator is as follows:

                              L. Crawford Brickley
                              Winthrop, Stimson, Putnam & Roberts
                              One Battery Park Plaza
                              New York, New York 10004

                                      -3-




         SIXTH: The following additional provisions are inserted for the
management of the business and for the conduct of the affairs of the
Corporation, and for the creation, definition, limitation and regulation of the
powers of the Corporation, the directors and the stockholders:

         1. Election of directors need not be by written ballot. The Board of
Directors shall have power to make, alter, amend and repeal the By-Laws of the
Corporation and to fix the compensation of directors for services in any
capacity.

         2. Any director may be removed at any time, with or without cause, upon
the affirmative vote of the holders of a majority of the stock of the
Corporation at that time having voting power for the election of directors;
provided, however, that no director who shall have been elected by the holders
of a separate class of stock shall be removed under the provisions of this
subdivision except upon the affirmative vote of the holders of a majority of the
class whose holders elected him, if such holders are then entitled to vote for
the election of directors.

         3. Any corporate action, with respect to which the vote of the
stockholders at a meeting thereof is required or permitted by any provision of
the General Corporation Law of the State of Delaware or of the Certificate of
Incorporation or the By-Laws of the Corporation, is authorized to be taken and
may be taken without that vote and meeting, and that vote and meeting may be
dispensed with, with the written consent of the holders of a majority (or, if
with respect to a particular corporate action where the General Corporation Law
of the State of Delaware or the


                                     -4-


Certificate of Incorporation or the By-Laws of the Corporation specifies a
greater percentage, by the holders of that greater percentage) of the stock that
would have been entitled to vote upon that action if a meeting were held. Prompt
notice shall be given to all stockholders of the taking of any corporate action
pursuant to the provisions of this paragraph 3 unless that action has been
consented to in writing by the holders of all of the stock that would have been
entitled to vote upon that action if a meeting were held.

         4. A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit.

         Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.

         SEVENTH: The Corporation shall indemnify any person who was or is a
party, or is threatened to be made a party, to


                                      -5-


any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, including an action by or in the
right of the Corporation, by reason of the fact that he, or the person whose
legal representative he is, (1) is or was a stockholder, director, officer,
employee or agent of the Corporation (including the incorporator thereof), or
(2) is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, or (3) is or was a director, officer or employee of the
Corporation serving at the request of the Corporation as a fiduciary of an
employee benefit plan or trust maintained for the benefit of employees of the
Corporation or employees of any such other enterprise, partnership, joint
venture, trust, or other enterprise, against judgments, fines, penalties,
amounts paid in settlement, and expenses, including attorneys' fees, actually
and reasonably incurred by him and the person whose legal representative he is,
in connection with such action, suit or proceeding, or any appeal therein, to
the fullest extent permitted by law.

         Expenses which may be indemnifiable under this Article SEVENTH in
defending an action, suit or proceeding may be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding as
authorized by the Board of Directors upon agreement by or on behalf of the
stockholder, director, officer, employee or agent, or his legal


                                       -6-


representative, to repay such amount if he is later found not entitled to be
indemnified by the Corporation as authorized in this Article SEVENTH.

         The Corporation shall not indemnify any stockholder, director, officer,
employee or agent against judgments, fines, amounts paid in settlement and
expenses, including attorneys' fees, to an extent greater than that authorized
by this Article SEVENTH, but the Corporation may procure insurance providing
greater indemnification and may share the premium cost with any stockholder,
director, officer, employee or agent on such basis as may be agreed upon.

         IN WITNESS WHEREOF, I, the undersigned, being the incorporator named
above, have hereunto set my hand and seal this 19th day of July, 1993.


                                             /s/ L. Crawford Brickley
                                             ------------------------
                                                L. Crawford Brickley


                                      -7-







STATE OF NEW YORK )
                  : ss.:
COUNTY OF NEW YORK)

         BE IT REMEMBERED that on this 19th day of July, 1993, personally came
before me JASON D. CRAVEN, a Notary Public in and for the County and State
aforesaid, L. Crawford Brickley, party to the foregoing Certificate of
Incorporation, known to me personally to be such, and acknowledged that it is
his act and deed and that the facts stated therein are true.

GIVEN under my hand and seal of office the day and year aforesaid.


                                              /s/Jason D. Craven
                                              ------------------
                                                Notary Public
                                               JASON D. CRAVEN
                                        Notary Public, State of New York
                                                 No. 31-4989968
                                           Qualified in New York County
                                         Commission expires Dec. 23, 1993


                                     -8-


                                                                               1


                            CERTIFICATE OF AMENDMENT

                                     TO THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                       HARRIS CHEMICAL NORTH AMERICA, INC.

                         Pursuant to Section 242 of the
                         General Corporation Law of the
                                State of Delaware

         HARRIS CHEMICAL NORTH AMERICA, INC., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (the "Corporation"), DOES HEREBY CERTIFY:

         FIRST: That the Board of Directors of the Corporation duly adopted a
resolution setting forth a proposed amendment to the Certificate of
Incorporation of the Corporation, declaring said amendment to be advisable and
calling a meeting of the stockholders of the Corporation for consideration
thereof. The resolution setting forth the proposed amendment is as follows:

                  RESOLVED, that the first sentence of paragraph 1B of Part 1 of
         A of Article Fourth of the Certificate of Incorporation of the
         Corporation be amended as follows:

                  "The number of directors which shall constitute the Board of
         Directors shall be not less than three or more than fifteen, which
         exact number shall be established by the Board of Directors from time
         to time."

                  SECOND: That in lieu of a meeting and vote of stockholders,
         the holders of a majority of each class of the outstanding stock of the
         Corporation entitled to vote have given their written consent to said
         amendment in accordance with the provisions of Section 228(a) of the
         General Corporation Law of the State of Delaware.

                  THIRD; That said amendment was duly adopted in accordance with
         the provisions of Section 242 of the General Corporation Law of the
         State of Delaware.



                                                                               2


                  IN WITNESS WHEREOF, the Corporation has caused this
         Certificate of Amendment to be signed by the sole shareholder, Harris
         Chemical Group, Inc., by Donald G. Kilpatrick, its Senior Vice
         President and Secretary, and attested by Matthew J. Dowd, its Vice
         President and Assistant Secretary, as of the 25th day of June, 1996.


                                         HARRIS CHEMICAL GROUP, Inc.
                                         Sole Shareholder



                                         By: /s/ Donald G. Kilpatrick
                                            -------------------------
                                            Donald G. Kilpatrick
                                            Senior Vice President and Secretary

ATTEST:



/s/ Matthew J. Dowd
- --------------------------
Matthew J. Dowd
Vice President and Assistant Secretary

EX-3.I(G)

                                                                Exhibit 3.i(g)
[LETTERHEAD]


CERTIFICATE OF AMALGAMATION                                CERTIFICAT DE FUSION

CANADA BUSINESS                                       LOI REGISSANT LES SOCIETES
CORPORATIONS ACT                                   PAR ACTIONS DE REGIME FEDERAL

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

KALIUM CANADA, LTD.
                                                           291680-1


Name of Corporation - Denomination de la societe         Number - Numero


I hereby certify that the above-              Je certifie par les presentes que
mentioned Corporation resulted from           la societe mentionnee ci-haut
the amalgamation of the following             resulte de la fusion des societes
Corporations under Section 185 of             ci-dessous, en vertu de l'article
the Canada Busines Corporations               185 de la Loi regissant les
Act, as set out in the attached               societes par actions de regime
articles of Amalgamation.                     federal, tel qu'indique dan les
                                              statuts de fusion ci-joints.



     Le directeur

     [ILLEGIBLE]                          April 30, 1993/le 30 avril 1993

     Director                             Date of Amalgamation - Date de fusion


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




     CANADA BUSINESS                        LOI SUR LES SOCIETES
    CORPORATIONS ACT                      COMMERCIALES CANADIENNES

         FORM 9                                  FORMULE 9
ARTICLES OF AMALGAMATION                     STATUS DE FUSION
     (SECTION 179)                             (ARTICLE 179)
- -------------------------------------------------------------------------------
1-Name of Amalgamated Corporation      Denomination de la societe issue de la
                                       fusion
    KALIUM CANADA, LTD.
- -------------------------------------------------------------------------------
2-The place within Canada where the    Lieu au Canada ou doit etre situe le
registered office is to be situated    siege social

City of Mississauga, Province of Ontario
- -------------------------------------------------------------------------------
3-The classes and any maximum number   Categories et tout nombre maximal
of shares that the corporation is      d'actions que la societe est autorisee
authorized to issue                    a omettre

The annexed Schedule 1 is incorporated in this form


- -------------------------------------------------------------------------------
4-Restrictions if any on share         Restrictions sur le transfert des
tranfers                               actions s'il y a lieu

The annexed Schedule 2 is incorporated in this form

- -------------------------------------------------------------------------------
5-Number (or minimum and maximum       Nombre (ou nombre minimum et maximum)
number) of directors                   d'administrateurs
 minimum one (1) - maximum seven (7)
- -------------------------------------------------------------------------------
6-Restrictions if any on business      Limites imposees quant aux activites que
the corporation may carry on           la societe peut ex-ploiter, s'il y a
                                       lieu.


None

- -------------------------------------------------------------------------------
7-Other provisions if any              Autres dispositons s'il y a lieu

 The annexed Schedule 3 is incorporated in this form

- -------------------------------------------------------------------------------
8-The amalgamation agreement has been  / / La convention de fusion a ete
approved by special resolutions of         approuvee par resolutions speciales
shareholders of each of the                des actionnaires de chacune des
amalgamation corporations listed in        societes fusionnantes enumerees a la
Item 10 below in accordance with           rubrique 10 ci-dessous, en conformite
Section 177 of the Canada Business         de l'article 177 de la Loi sur les
Corporations Act.                          societes commerciales canadiennes

The amalgamation has been approved     /X/ La fusion a ete approuvee par
by a resolution of the directors of        resolution des administrateurs de
each of the amalgamating corporations      chacune des societes fusionnantes
listed in Item 10 below in accordance      enumerees a la rubrique 10 ci-
Section 178 of the Canada Business         dessous en conformite de l'article
Corporations Act. These articles of        178 de la Loi sur les societes
amalgamation are the same as the           commerciales canadiennes. Les
articles of incorporation of (NAME         presents statuts de fusion sont les
THE DESIGNATED AMALGAMATING                memes que les status constitutits de
CORPORATION).                              (NOMMER LA SOCIETE FUSIONNANTE
                                           DESIGNEE).
KALIUM CANADA, LTD.
  (as amended)
- -------------------------------------------------------------------------------
9-Name of the amalgamating corporation     Denomination de la societe
the by-laws of which are to be the         fussionnante dont les regiements
by-laws  of the amalgamated                doivent etre lesregiements de la
corporation.                               societe issue de la fusion.
                        KALIUM CANADA, LTD.
- -------------------------------------------------------------------------------


10-Name of Amalgamating Corporations        Corporation No.        Signature        Date       Description of Office
   Denomination des societes fusionnantes   No de la societe                                   Description du poste
- --------------------------------------------------------------------------------------------------------------------
                                                                                    
                                                                                  Apr.26
           KALIUM CANADA, LTD.                 225300-3          /s/[ILLEGIBLE]     1993        Treasurer
- --------------------------------------------------------------------------------------------------------------------
                                                                                  Apr.26
           VIGORO, INC.                        68581-0           /s/[ILLEGIBLE]    1993         Secretary
- --------------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------------
FOR DEPARTMENTAL USE ONLY                    A L'USAGE DU MINISTERE SEULEMENT
- --------------------------------------------------------------------------------------------------------------------
Corporation No.--No de la societe             Filed-Deposee                 APR
                                291680-1                                   AVR  29 1993
- --------------------------------------------------------------------------------------------------------------------






                                   SCHEDULE I

3.1   The Corporation may issue an unlimited number of Common Shares without
par value (hereinafter called the *Common Shares") and an unlimited number of
cumulative redeemable non-voting Preferred Shares without par value
(hereinafter called the "Preferred Shares").

3.2   The Common Shares shall carry and be subject to the following rights,
privileges, restrictions and conditions:

         3.2.1    the holders of the Common Shares are entitled to vote at all
                  meetings of shareholders and except as herein provided shall
                  have one (1) vote in respect of each Common Share held.

         3.2.2    the holders of the Common Shares at meetings of shareholders
                  at which directors of the Corporation are to be elected shall
                  have as many votes as shall equal the number of Common Shares
                  owned by him multiplied by the number of directors to be
                  elected and such shareholder may cast all of such votes for a
                  single director or may distribute them among the number to be
                  voted for, or any two or more of them as he may see fit.





                                        Page 2

         3.2.3    the holders of the Common Shares are entitled to receive
                  dividends, when, as to the extent and in such amounts as may
                  be declared by the directors of the Corporation to be payable
                  on each issued and outstanding Common Share of the Corporation
                  subject to the rights of the holders of the Preferred Shares.

         3.2.4    in the event of bankruptcy, winding up, dissolution or
                  liquidation and dissolution of the Corporation, the holders of
                  the Common Shares are entitled to receive the remaining
                  property of the Corporation subject to the rights of the
                  holders of the Preferred Shares.

3.3   The Preferred Shares shall carry and be subject to the following rights,
privileges, restrictions and conditions:

         3.3.1    the holders of the Preferred Shares are not entitled to vote
                  at meetings of shareholders nor are they entitled to receive
                  notices of meetings of shareholders or be present thereat.

         3.2.2    the holders of the Preferred Shares shall be entitled to
                  receive and the Corporation shall pay thereon as and when
                  declared by the Board of Directors out of moneys of the
                  Corporation properly applicable to the payment of dividends,
                  fixed





                                        Page 3

                  cumulative preferential cash dividends at a compound rate per
                  annum equal to two (2) percentage points plus the "prime rate"
                  established from time to time by the Bank of Montreal,
                  multiplied by a price equal to the consideration received by
                  the Corporation for each issued and outstanding Preferred
                  Share. Dividends shall be cumulative so that to the extent
                  dividends are not declared the holders of Preferred Shares
                  shall continue to have the right to receive the undeclared
                  balance of the dividends as compounded, when declared by the
                  Board.

         3.3.3    if at any time, the Corporation shall pay a dividend an the
                  Preferred Shares which is less than the full amount of the
                  cumulative dividend payable, then such dividend shall be
                  distributed such that an equal amount thereof will be paid
                  with respect to each outstanding Preferred Share.

         3.3.4    at any time that all cumulative dividends on the Preferred
                  Shares have been paid in full and the Preferred Shares fully
                  redeemed as herein provided then dividends may be declared and
                  paid or set apart for payment on the outstanding Common Shares
                  out of moneys of the Corporation properly applicable to the
                  payment of dividends.





                                        Page 5

         3.3.7    after the payment in cash or certified cheque to the holders
                  of the Preferred Shares of the full Liquidation Value, the
                  holders of the Common Shares shall be entitled to receive,
                  ratably, according to the number of Common Shares held by each
                  such holder, all remaining assets of the Corporation.

         3.3.8    a liquidation, dissolution or winding-up of the business of
                  the Corporation, as such terms are used in Section 3 to this
                  Schedule I, shall not be deemed to include any consolidation,
                  amalgamation or merger of the Corporation with or into any
                  other corporation or corporations.

         3.3.9    subject to the provisions of Section 34 of the Canada Business
                  Corporations ACT, the Corporation shall have the right at its
                  option, at any time and from time to time, upon resolution of
                  the Board of Directors, to redeem the whole or any part of the
                  Preferred Shares, as follows:

                  (i)      the redemption price for each Preferred Share shall
                           be an amount in cash or certified cheque equal to the
                           Liquidation Value (such amount being hereinafter
                           referred to as the "Redemption Price").





                                        Page 6

                  (ii)     in the event of such a redemption of only a part of
                           the then outstanding Preferred Shares, the
                           Corporation shall effect such redemption in multiples
                           of one hundred (100) shares, ratably according to the
                           number of Preferred Shares held by each holder of
                           Preferred Shares.

                  (iii)    at least thirty (30) days and not more than sixty
                           (60) days prior to the date fixed for any redemption
                           of Preferred Shares (herein "Redemption Date"),
                           written notice (herein "Redemption Notice") shall be
                           mailed, postage prepaid, registered or certified
                           mail, return receipt requested, to each holder of
                           record of Preferred Shares at his post office address
                           last shown on the records of the Corporation
                           (provided that it shall not be necessary to give to
                           such holders of the said Preferred Shares such
                           Redemption Notice if all of them have waived their
                           right thereto in writing). The Redemption Notice
                           shall state:





                                        Page 7

                  A    -   The Redemption Date;

                  B    -   Whether all or less than all of the outstanding
                           Preferred Shares are to be redeemed;

                  C    -   The number of Preferred Shares held by the holder
                           that the Corporation intends to redeem;

                  D    -   The Redemption Price; and,

                  E    -   That the holder of the Preferred Shares is to
                           surrender to the Corporation, his certificate or
                           certificates of the Preferred Shares to redeemed.

         (iv)     On the Redemption Date, the Corporation shall deliver
                  to each holder of the Preferred Shares which are
                  being redeemed a certified cheque in an amount equal
                  to the Redemption Price multiplied by the number of
                  Preferred Shares to be redeemed from that holder; and
                  on or after each Redemption Date, each holder of
                  Preferred Shares whose Preferred Share bas been
                  redeemed shall surrender such holder's





                                        Page 8

                  certificate or certificates for the Preferred Shares
                  so redeemed (endorsed for transfer, or accompanied by
                  a separate share transfer power endorsed for
                  transfer, to the Corporation) to the Corporation. In
                  the event less than all shares represented by the
                  said certificate are redeemed, a new certificate
                  shall be issued representing the unredeemed Preferred
                  Shares.

         (v)      If the Redemption Notice shall have been duly given
                  (or if all of the holders of the Preferred Shares
                  have waived the Redemption Notice), and if on the
                  Redemption Date the full Redemption Price has been
                  paid to the holder of Preferred Shares, then
                  notwithstanding that the certificates evidencing any
                  of the Preferred Shares so called for redemption
                  shall not have been surrendered, in accordance with
                  the provisions hereof, dividends with respect to such
                  Preferred Shares shall cease to accumulate after the
                  Redemption Date and all rights with respect to such
                  shares shall forthwith after the Redemption Date
                  terminate, with the sole exception of the right of
                  the holders to





                                        Page 9

                  receive the Redemption Price without interest upon
                  surrender of their certificate or certificates
                  therefor.

       3.3.10   No Preferred Share acquired by the Corporation by
                reason of redemption, purchase or otherwise shall be
                reissued and all such shares shall be cancelled,
                retired and eliminated from the shares which the
                Corporation shall be authorized to issue.





                                   SCHEDULE 2

4.1     The right to transfer shares of the Corporation shall be restricted
in that no share shall be transferred without either

                  (a)      the previous consent of the directors of the
                           Corporation expressed either by a resolution passed
                           by the board of directors, or by an instrument or
                           instruments in writing signed by the majority of the
                           directors; or

                  (b)      the previous consent of the holders of a majority of
                           the shares for the time being outstanding expressed
                           by a resolution passed by the sharesholders or by an
                           instrument or instruments in writing signed by such
                           shareholders.






                                   SCHEDULE 3

7.1     The number of shareholders of the Corporation shall be limited to fifty
(50); not including persons who are in the employment of the Corporation and
persons, who, having been formerly in the employment of the Corporation, were
while in that employment and have continued after the termination of that
employment to be shareholders of the Corporation, two (2) or more persons
holding one (1) or more shares jointly being counted as a single shareholder.

7.2     Any invitation to the public to subscribe for any securities of the
Corporation shall be prohibited.

7.3     Without in any way limiting the powers conferred on the directors by the
Canada Business Corporations Act, the directors of the Corporation may from time
to time without authorization from the shareholders:

         7.3.1.   borrow money upon the credit of the Corporation;

         7.3.2    limit or increase the amount to be borrowed;

         7.3.3    issue, reissue, sell or pledge debt obligations of the
                  Corporation for such sums and at such prices as may be deemed
                  expedient;

         7.3.4    subject to Section 42 of the Canada Business Corporations
                  Act, give a guarantee on behalf of the Corporation to secure
                  performance of an obligation of any person; and




                                       -2-

         7.3.5    mortgage, hypothecate, pledge or otherwise create a security
                  interest in all or any property of the Corporation, owned or
                  subsequently acquired, to secure any obligation of the
                  Corporation.

7.4     The Corporation may, at any time, purchase any of the Common Shares.





                                  [LETTERHEAD]


I HEREBY CERTIFY THAT THE ATTACHED IS A TRUE COPY OF THE DOCUMENT MAINTAINED IN
THE RECORDS OF THE DIRECTOR.

JE CERTIFIE, PAR LES PRESENTES, QUE LE DOCUMENT CI-JOINT EST UNE COPIE EXACTE
D'UN DOCUMENT CONTENU DANS LES LIVRES TENUS PAR LE DIRECTEUR.



/s/[ILLEGIBLE]

Deputy Director - Directeur adjoint           Date  [SEAL]






                                                                          Form 4

                        CANADA BUSINESS CORPORATIONS ACT
                              ARTICLES OF AMENDMENT
                               (SECTION 27 OR 171)

1.       Name of Corporation:       Corporation No.

         IMC Canada Ltd.            291680-1

2.       The Articles of Amalgamation of the Corporation are amended as follows:

         (a)      The 10,100 issued and outstanding Class A Common Shares in the
                  capital of the Corporation are changed into an aggregate of
                  Eighteen and Two Tenths (18.2) Class A Common Shares. The two
                  outstanding share certificates representing the issued and
                  outstanding Class A Common Shares shall be replaced with a
                  single share certificate representing the new number of issued
                  and outstanding Class A Common Shares. The 1,000,011 issued
                  and outstanding Common Shares in the capital of the
                  Corporation are changed into an aggregate of One Thousand
                  Eight Hundred and Two (1,802) Common Shares. The two
                  outstanding share certificates representing the issued and
                  outstanding Common Shares shall be replaced with a single
                  share certificate representing the new number of issued and
                  outstanding Common Shares.

         (b)      Article 2 of the Articles of Amalgamation is amended to state
                  that the place within Canada where the registered office is to
                  be situated is the City of Saskatoon, Province of
                  Saskatchewan.

         (c)      Article 3 of the Articles of Amalgamation is amended by
                  deleting Schedule 1 annexed thereto and substituting therefor
                  Schedule 1 annexed hereto and incorporated in this form.

         (d)      Article 4 of the Articles of Amalgamation is amended by
                  deleting Schedule 2 annexed thereto and substituting therefor
                  Schedule 2 annexed hereto and incorporated in this form.

         (e)      Article 7 of the Articles of Amalgamation is amended by
                  deleting Schedule 3 annexed thereto and substituting therefor
                  Schedule 3 annexed hereto and incorporated in this form.

3.       These amendments have been duly authorized pursuant to the requirements
         of the Act on the 29th day of June, 2001.



Date              Name                     Description of Office        Signature
                                                               
June 29, 2001     Rose Marie Williams      Secretary                    /s/ Rose Marie Williams







                                   SCHEDULE I

3.1      The Corporation may issue an unlimited number of Common Shares without
         par value (herein called "Common Shares") and an unlimited number of
         Class A Common Shares without par value (herein called "Class A Common
         Shares").

3.2      The Common Shares and the Class A Common Shares shall each carry and be
         subject to the following rights, privileges, restrictions and
         conditions:

         3.2.1    To vote at all meetings of shareholders except meetings of
                  shareholders at which holders of a specified class of shares
                  only are entitled to vote. A shareholder shall have one (1)
                  vote in respect of each share held.

         3.2.2    To receive ratably, subject to the rights of the holders of
                  another class of shares, any dividend declared by the
                  Corporation.

         3.2.3    To receive ratably, subject to the rights of the holders of
                  another class of shares, the remaining property of the
                  Corporation on the liquidation, dissolution or winding-up of
                  the Corporation, whether voluntary or involuntary, save and
                  except that the holders of the Class A Common Shares shall be
                  entitled to receive from the assets of the Corporation such
                  amount in cash and/or assets at undepreciated cost or book
                  value on the balance sheet whichever is greater.

         3.2.4    Any shareholder holding a fractional share issued by the
                  Corporation is entitled to exercise voting rights and to
                  receive dividends in respect of the fractional share.

3.3      The following provisions shall apply with respect to the Common Shares
         authorized, issued and outstanding from time to time. The Corporation
         shall not issue Common Shares unless IMC Potash Carlsbad Inc., a
         corporation incorporated in the State of Deleware, United States of
         America ("IMC Carlsbad"), shall in connection therewith issue common
         shares ("IMC Carlsbad Common Shares") in equal number, and each such
         Common Share and IMC Carlsbad Common Share shall be registered in the
         name of the same person or persons and issued to such person or persons
         subject to the condition that such Common Shares and IMC Carlsbad
         Common Shares shall only be transferable, repurchasable, or redeemable
         and otherwise dealt with together. The Corporation will not take any
         action which will result in an increase or decrease in the number of
         Common Shares issued and outstanding (including, but not limited to,
         through purchase, exchange, reclassification, reorganization,
         consolidation, merger, split, reverse split, or dividend) unless in
         connection therewith there is a commensurate increase or decrease, as
         applicable, in the number of RAC Carlsbad Common Shares issued and
         outstanding such that each issued and outstanding Common Share
         continues to have an associated issued and outstanding IMC Carlsbad
         Common Share. The Common Shares shall not be transferable (including
         transfers to or by the Corporation) and shall not be transferred on the
         books of the Corporation, unless in connection therewith a transfer is
         made by the same transferor to the same transferee of an equal number
         of IMC Carlsbad Common Shares. Each certificate representing Common
         Shares shall contain or have affixed a





legend in form and substance approved by the board of directors of the
Corporation with respect to the transfer restrictions set forth in this
Article 3.3.




                                    SCHEDULE 2

4.1      The right to transfer shares in the capital of the Corporation shall be
         restricted in that no share shall be transferred without the previous
         consent of the holders of all of the shares for the time being
         outstanding expressed by resolution passed by all of the shareholders
         of the Corporation or by an instrument or instruments in writing signed
         by such shareholders.

4.2      The right to transfer Common Shares in the capital of the Corporation
         shall be further restricted as described in Article 3.3 set forth in
         Schedule I annexed to the Articles of Amalgamation of the Corporation.





                                   SCHEDULE 3

7.1      The number of shareholders of the Corporation is limited to not more
         than two (2).

7.2      Any invitation to the public to subscribe for any securities of the
         Corporation is prohibited.

7.3      Subject to the restrictions on the transfer of shares in the capital of
         the Corporation set forth in Schedules 1 and 2 attached to the Articles
         of Amalgamation of the Corporation, the Corporation may, at any time,
         with the prior unanimous consent of the shareholders purchase any of
         the Common Shares or the Class A Common Shares.

EX-3.I(H)

                                                                Exhibit 3.i.(h)


                                 RESTATED

                       CERTIFICATE OF INCORPORATION

                                   -of-

                      NORTH AMERICAN CHEMICAL COMPANY


                                 -ooOoo-


         FIRST: The name of the Corporation is North American Chemical
Company (hereinafter sometimes called the "Corporation").

         SECOND: The address of the Corporation's registered office in the
State of Delaware is Corporation Trust Center, 1209 Orange Street, City of
Wilmington, County of New Castle, State of Delaware 19801. The name of its
registered agent at such address is The Corporation Trust Company.

         THIRD: The nature of the business or purposes to be conducted or
promoted are to engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of the State of Delaware.

         FOURTH: The total number of shares of stock which the Corporation
has authority to issue is 1,700,000 shares, consisting of:

         (1) 1,000,000 shares of Series A Common Stock, par value $.01 per
share ("Series A Common");

         (2) 500,000 shares of Series B Common Stock, par value $.01 per
share ("Series B Common"); and

         (3) 200,000 shares of Series C Common Stock, par value $.01 per
share ("Series C Common").

         Series A Common, Series B Common and Series C Common are
collectively referred to herein as "Common Stock."


                                       -2-


                                A.  COMMON STOCK

         Part 1. VOTING RIGHTS.

         1A. GENERALLY. Except as specifically required under the General
Corporation Law of the State of Delaware, the holders of Series A Common will
be entitled to one vote per share and shall vote as one class on all matters
to be voted on by the Corporation's stockholders, provided that no amendment
to this Section A of Article Fourth shall be effective without the
concurrence of a majority of each class of Common Stock, voting separately.
Except as provided herein and as otherwise provided by law, the holders of
Series B Common and Series C Common will have no voting rights.

         1B. ELECTION OF DIRECTORS. The number of directors which shall
constitute the Board of Directors shall not be less than six nor more than
nine which exact number shall be established in the By-laws of the
Corporation and shall initially be six. At all elections of directors, each
holder of Series A Common shall be entitled to as many votes as shall equal
the number of votes which (except for this provision as to cumulative voting)
it would be entitled to cast for the election of directors with respect to
his shares of Series A Common multiplied by the number of directors to be
elected, and may cast all such votes for a single director or may distribute
them among any two or more of the directors to be voted for as he sees fit.

         1C. VOTING RIGHTS OF SERIES B COMMON. The holders of Series B Common
shall be entitled to voting rights with respect to all or any portion of its
shares identical to those voting rights of the holders of Series A Common and
to be considered members of the same class as the holders of Series A Common
in the event that there is a proposal to amend any provision of this Restated
Certificate of Incorporation.

         Part 2. DIVIDENDS. When and as dividends are declared thereon, the
holders of Common Stock will be entitled to share equally, share for share,
in such dividends.

         Part 3. LIQUIDATION. The holders of Common Stock then outstanding
shall be entitled to receive ratably all assets of the Corporation to be
distributed upon any liquidation, dissolution or winding up of the
Corporation.


                                      -3-


Part 4. ADDITIONAL VOTING RIGHTS OF SERIES B COMMON.

         4A. Upon the occurrence of a Conversion Event, each Institutional
Holder, within a period of 60 days after the occurrence of such Conversion
Event, or within 60 days after the acquisition of Series B Common by any
transferee, such transferee, shall have the right, at its option, upon
written notice given in accordance with this Subpart 4A, to voting rights
with respect to all or any portion of its shares identical to those voting
rights of the holders of Series A Common and to be considered members of the
same class as the holders of Series A Common in all matters. Notice of the
exercise of the option conferred pursuant to this Subpart 4A shall be given
to the Board of Directors of the Corporation not less than 10 days prior to
the date of the first stockholders' vote in which the holder of Series B
Common exercising such option desires, but would not otherwise be able, to
participate provided a notice thereof has been duly delivered in accordance
with paragraph 90 of the Stockholders Agreement dated as of November 16, 1990
among the Corporation and its stockholders. The allocation of voting rights
to shares of Series B Common pursuant to this option shall be irrevocable.

         4B. For purposes of Section A of Article Fourth, the following terms
shall have the following meaning:

         "CONVERSION EVENT" means any of the following events (as reasonably
determined by any Institutional Holder in a written notice to the
Corporation):

         (i) the Corporation shall have registered any of its shares of
capital stock under the Securities Act of 1933, as amended (the "Securities
Act"), for the purpose of offering such shares to the public, either on its
own behalf or on behalf of one or more of the holders of such shares;

         (ii) more than thirty percent (30%) of the aggregate voting power of
all then outstanding shares of Series A Common (including securities
convertible or exchangeable by their terms into Series A Common) and all
other securities of the Corporation with similar general voting rights
(including securities convertible or exchangeable by their terms into such
securities and any shares of Series B Common granted voting rights pursuant
to this Part 4) shall be held (a) by any person other than a Designated
Stockholder (as defined below) or (b) by any two or more persons who "act as
a partnership, limited




                                      -4-

partnership, syndicate or other group for the purpose of acquiring, holding
or disposing of securities" of the Corporation within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") (other than a partnership, limited partnership, syndicate or other
group a majority of the voting power of which may be exercised by Designated
Stockholders). For the purposes of this paragraph, a "Designated Stockholder"
means Messrs. D. George Harris, Richard J. Donahue, Anthony J. Petrocelli,
Mark C. Demetree, Chase Manhattan Investment Holdings, Inc. or any Affiliate
of such stockholders;

         (iii)    the Corporation shall merge or consolidate with any Person
(other than pursuant to transactions involving the merger of the Corporation
with any wholly-owned subsidiary) or shall sell all or substantially all of
the Corporation's assets or earning power to another person;

         (iv)     holders of Series B Common shall at any time beneficially
own, directly or indirectly, on a fully-diluted basis, less than twenty
percent (20%) of the outstanding shares of Common Stock on a fully-diluted
basis;

         (v)      the Corporation has suffered an event of default, and such
event of default has not been waived or cured, under any agreement pursuant
to which the Corporation or any of its Subsidiaries has incurred indebtedness
for borrowed money; or

         (vi)     the Corporation or any of its Subsidiaries has failed to
make payment when due on any indebtedness for borrowed money pursuant to any
debt instrument held by Prudential, and such failure to pay has not been
waived or cured.

         "SUBSIDIARY" shall mean any corporation of which the securities
having a majority of the ordinary voting power in electing the board of
directors are, at the time as of which any determination is being made, owned
by the Corporation either directly or through one or more Subsidiaries.

         "INSTITUTIONAL HOLDER" means Prudential, so long as Prudential shall
hold any security of the Corporation, First Plaza, so long as First Plaza
shall hold any security of the Corporation, and each other Person which shall
hold shares of Series B Common representing five percent (5%) or more of the
shares of such class at the time outstanding



                                      -5-

(other than a Person which acquired all of the securities in a public
offering registered under the Securities Act or as the direct or indirect
transfer of securities so acquired).

         "PERSON" shall mean an individual, a partnership, a corporation, an
association, a joint stock company, a trust, a joint venture, and
unincorporated organization or a governmental entity of any department,
agency or political subdivision thereof.

         "PRUDENTIAL" shall mean The Prudential Insurance Company of America
and its Affiliates.

         "FIRST PLAZA" shall mean First Plaza Group Trust and its Affiliates.

         "AFFILIATE" of an entity or individual means a Person which directly
or indirectly through one or more intermediaries controls, or is controlled
by, or is under common control with, such entity or individual, whether
singly or by virtue of being a member of a "Control group" (as such term is
defined pursuant to Rule 13d-1 of the Exchange Act). The terms "control", as
used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management
and policies of such Person, whether through the ownership of voting
securities, by contract or otherwise. Nothwithstanding the foregoing, an
Institutional Holder shall not be deemed to be an Affiliate of a Person in
which it has made an investment in the ordinary course of its portfolio and
underwriting activities.

Part 5.  CONVERSION OF SERIES B COMMON AND SERIES C COMMON.

         5A.  In connection with, or the reasonable expectation of, (i) any
public offering or public sale of Series A Common (including a registered
offering and a sale pursuant to Rule 144 issued by the Securities and
Exchange Commission or any similar rule then in force), (ii) the sale to any
person or group of persons (as defined in Section 13(d)(3) of the Exchange
Act) of securities possessing in the aggregate the ordinary voting power to
elect a majority of the Corporation's directors, which sale has been approved
by the Corporation's board of directors, (iii) the sale to any person or
group of persons (as defined in Section 13(d)(3) of the Exchange Act)
(provided such person or group of persons immediately after such sale owns or
has the right to acquire not more than 2 percent of



                                      -6-

the Series A Common then outstanding), (iv) the sale to any person or group
of persons that possess or will possess in the aggregate the ordinary voting
power to elect a majority of the Corporation's directors (excluding the
shares of Series B Common and Series C Common being converted); or (v) any
merger or consolidation pursuant to which any person or group of persons will
possess in the aggregate the ordinary voting power to elect a majority of the
Corporation's directors, which merger or consolidation has been approved by
the Corporation's board of directors, each record holder of Series B Common
and Series C Common is entitled to convert into the same number of shares of
Series A Common any or all of such holder's shares of Series B Common or
Series C Common, as the case may be, actually being distributed to the
public, sold to an underwriter, broker-dealer or market maker for actual sale
to the public or sold to the third-party purchaser. The Corporation will at
all times reserve and keep available out of its authorized but unissued
shares of Series A Common, solely for issue upon such exchanges, the number
of shares deemed sufficient by the Corporation for such purposes.

         5B.  (i) Each conversion of shares of Series B Common or Series C
Common, as the case may be, into shares of Series A Common will be effected
by the surrender of the certificate or certificates representing the shares
to be converted at the principal office of the Corporation at any time during
normal business hours, together with a written notice by the holder of such
Series B Common or Series C Common stating that such holder desires to
convert the shares, or a stated number of the shares, of such Series B common
or Series C Common represented by such certificate or certificates into
shares of Series A Common. Such conversion will be deemed to have been
effected as of the close of business on the date on which such certificate or
certificates have been surrendered and such notice has been received, and at
such time the rights of the holder of the converted Series B Common or Series
C Common, as the case may be, as such holder will cease and the person or
persons in whose name or names the certificate or certificates for shares of
Series A Common are to be issued upon such conversion will be deemed to have
become the holder or holders of record of the shares of Series A Common
represented thereby.

         (ii)     Promptly after such surrender and the receipt of such
written notice, the Corporation will issue and deliver in accordance with the
surrendering holder's instructions (a) the certificate or certificates for
the






                                      -7-

Series A Common issuable upon such conversion and (b) a certificate
representing any Series B Common or Series C Common which was represented by
the certificate or certificates delivered to the Corporation in connection
with such conversion but which was not converted.

     (iii)  The issuance of certificates for Series A Common upon conversion
of Series B Common or Series C Common will be made without charge to the
holders of such shares for an issuance tax in respect thereof or other cost
incurred by the Corporation in connection with such conversion and the
related issuance of Series A Common.

      (iv)  The Corporation will not close its books against the transfer of
shares of Common Stock in any manner which would interfere with the timely
conversion of any shares of Common Stock.

                            B.  ISSUANCE OF STOCK

     PART 1.  Except as otherwise provided in this Certificate of
Incorporation, the Board of Directors shall have authority to authorize the
issuance, from time to time, without any vote or other action by the
stockholders, of any or all shares of stock of the Corporation of any class
or series at any time authorized, and any securities convertible into or
exchangeable for any such shares, and any options, rights or warrants to
purchase or acquire any such shares, in each case to such persons and on such
terms (including as a dividend or distribution on or with respect to, or in
connection with a split or combination of, the outstanding shares of stock of
the same or any other class or series) as the Board of Directors from time to
time in its discretion lawfully may determine. Shares so issued shall be fully
paid stock, and the holders of such stock shall not be liable to any further
call or assessments thereon.

     PART 2.  STOCK SPLITS; ADJUSTMENTS, ETC.  If the Corporation shall in
any manner subdivide or combine the outstanding shares of one class of Common
Stock, the outstanding shares of the other classes of Common Stock shall be
proportionately subdivided or combined, as the case may be. In the event that
the Corporation shall make a rights offering to holders of shares of one
class of Common Stock of the Corporation, the Corporation shall
simultaneously make another such rights offering to the holders of shares of
the other classes of Common Stock on the same terms.



                                      -8-

     FIFTH:  The following additional provisions are inserted for the
management of the business and for the conduct of the affairs of the
Corporation, and for the creation, definition, limitation and regulation of
the powers of the Corporation, the directors and the stockholders:

     1.  Election of directors need not be by written ballot. The Board of
Directors shall have power to make, alter, amend and repeal the By-Laws of
the Corporation and to fix the compensation of directors for services in any
capacity.

     2.  Any corporate action, with respect to which the vote of the
stockholders at a meeting thereof is required or permitted by any provision
of the General Corporation Law of the State of Delaware or of the Certificate
of Incorporation or the By-Laws of the Corporation, is authorized to be taken
and may be taken without that vote and meeting, and that vote and meeting may
be dispensed with, with the written consent of the holders of a majority (or,
if the respect to a particular corporate action where the General Corporation
Law of the State of Delaware or the Certificate of Incorporation or the
By-Laws of the Corporation specifies a greater percentage, by the holders of
that greater percentage) of the stock that would have been entitled to vote
upon that action if a meeting were held. Prompt notice shall be given to all
stockholders of the taking of any corporate action pursuant to the provisions
of this paragraph 2 unless that action has been consented to in writing
by the holders of all of the stock that would have been entitled to vote upon
that action if a meeting were held.

     3.  A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (a) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (b) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (c) under Section 174 of the General Corporation
Law of the State of Delaware or (d) for any transaction from which the
director derived an improper personal benefit.

     Any repeal or modification of the foregoing paragraph by the
Stockholders of the Corporation shall not adversely affect any right or
protection of a director of



                                      -9-

the Corporation existing at the time of such repeal or modification.

     4.  The Corporation shall not be governed by Section 203 of the General
Corporation Law of the State of Delaware.

     SIXTH:  The Corporation shall indemnify any person who was or is a
party, or is threatened to be made a party, to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, including an action by or in the right of the Corporation,
by reason of the fact that he, or the person whose legal representative he
is, (1) is or was a stockholder, director, officer, employee or agent of the
Corporation (including the incorporator thereof), or (2) is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
or (3) is or was a director, officer or employee of the Corporation serving
at the request of the Corporation as a fiduciary of an employee benefit plan
or trust maintained for the benefit of employees of the Corporation or
employees of any such other enterprise, partnership, joint venture, trust, or
other enterprise, against judgments, fines, penalties, amounts paid in
settlement, and expenses, including attorneys' fees, actually and reasonably
incurred by him and the person whose legal representative he is, in
connection with such action, suit or proceeding, or any appeal therein, to
the fullest extent permitted by law.

     Expenses which may be indemnifiable under this Section incurred in
defending an action, suit or proceeding may be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding as
authorized by the Board of Directors upon agreement by or on behalf of the
stockholder, director, officer, employee or agent, or his legal
representative, to repay such amount if he is later found not entitled to be
indemnified by the Corporation as authorized in this Article Sixth.

     The Corporation shall not indemnify any stockholder, director, officer,
employee or agent against judgments, fines, amounts paid in settlement and
expenses, including attorneys' fees, to an extent greater than that
authorized by this Article Sixth, but the Corporation may procure insurance
providing greater indemnification and may share the premium cost with any
stockholder, director,



                                      -10-

officer, employee or agent on such basis as may be agreed upon.




        IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Incorporation to be signed by Anthony J. Petrocelli, its Vice President, and
attested by Richard J. Nick, its Assistant Secretary, this 15th day of
November, 1990.

                                       /s/ Anthony J. Petrocelli
                                       --------------------------------
                                       Anthony J. Petrocelli
                                       Vice President

ATTEST

/s/ Richard J. Nick
- -------------------------
Richard J. Nick
Assistant Secretary





                         CERTIFICATE OF CORRECTION

                                   OF THE

                      RESTATED CERTIFICATE OF INCORPORATION

                                      OF

                       NORTH AMERICAN CHEMICAL COMPANY

                       Under Section 103 of the General
                   Corporation Law of the State of Delaware

        NORTH AMERICAN CHEMICAL COMPANY, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware
(the "Corporation"), DOES HEREBY CERTIFY:

        1. That the name of the Corporation is North American Chemical
Company.

        2. That the Corporation's Restated Certificate of Incorporation was
filed by the Secretary of State of Delaware on November 16, 1990 and that the
Corporation desires to correct said Restated Certificate of Incorporation as
permitted by Section 103 of the General Corporation Law of the State of
Delaware.

        3. The defect of said Restated Certificate of Incorporation to be
corrected is the omission of the Certificate of Restated Certificate of
Incorporation, to be attached to the Restated Certificate of Incorporation
immediately preceding the first page of the Restated Certificate of
Incorporation.

        4. The Restated Certificate of Incorporation is hereby corrected by
adding immediately preceding the first page of the Restated Certificate of
Incorporation the Certificate of Restated Certificate of Incorporation
attached hereto as Annex A.





                                      -2-


        IN WITNESS WHEREOF, North American Chemical Company has caused this
Certificate of Correction to be executed by Anthony J. Petrocelli, its Vice
Chairman, Vice President, Treasurer and Assistant Secretary, and attested by
Richard J. Nick, its Vice President, Secretary and Assistant Treasurer, this
15 day of January, 1991.

                                       By: /s/ Anthony J. Petrocelli
                                       ----------------------------------------
                                       Name:  Anthony J. Petrocelli
                                       Title: Vice Chairman, Vice President,
                                              Treasurer and Assistant Secretary


ATTEST

By: /s/ Richard J. Nick
- -------------------------
Name:  Richard J. Nick
Title: Vice President, Secretary
       and Assistant Treasurer








                           CERTIFICATE OF AMENDMENT

                                      TO

                      RESTATED CERTIFICATE OF INCORPORATION

                                      OF

                       NORTH AMERICAN CHEMICAL COMPANY

        The undersigned officers, Robert E. Fowler, Jr. and Rose Marie
Williams, President and CEO, and Secretary, respectively of North American
Chemical Company, a corporation organized and existing under the General
Corporation Law of the State of Delaware (the "Corporation"), do hereby
certify that:

1. Paragraph FIRST of the Restated Certificate of Incorporation of the
   Corporation is hereby amended in its entirety as follows.

                "FIRST: the name of the corporation is IMC Chemicals Inc."

2. This Certificate of Amendment was duly adopted by the sole director and
   sole voting stockholder of the Corporation according to the provisions of
   Sections 141(f), 229 and 242 of the general Corporation Law of the State
   of Delaware.

        IN WITNESS WHEREOF, the undersigned have hereunto subscribed their
names this 1st day of May, 1998.

                                        NORTH AMERICAN CHEMICAL COMPANY

                                        By: /s/ Robert E. Fowler, Jr.
[SEAL]                                      --------------------------
                                            Robert E. Fowler, Jr.


Attest:

/s/ Rose Marie Williams
- -----------------------
Rose Marie Williams
Secretary

EX-3.I(I)

               [LETTERHEAD OF CARON & STEVENS/BAKER & McKENZIE]

                                                                              1


                                                                  Exhibit 3.i(i)



                          UNOFFICIAL TRANSLATION OF
                           DEED OF INCORPORATION OF
                         IMC GLOBAL NETHERLANDS B.V.


On this day, the twenty-ninth day of June two thousand one, appeared before
me, Pieter Gerard van Druten, Esq., a civil-law notary in Amsterdam,
hereinafter referred to as "Notary":

Johannes Cornelis Christiaan Paans, Esq., born in Hendrik Ido Ambacht on the
thirtieth day of April nineteen hundred sixty-nine, for the purpose hereof
electing as his domicile the office of the Notary (1017 PS Amsterdam,
Leidseplein 29), holder of passport with number: N26036403, here acting upon
a written power of attorney granted by:

IMC USA INC., a company incorporated under the laws of the State of Delaware,
United States of America, with corporate address at 1209 Orange Street,
Wilmington, DE 19801, United States of America, and with company address at
100 South Saunders Road, Suite 300, Lake Forest, IL 60045, United States of
America,

hereinafter referred to as: the "Incorporator".

The deponent declared on behalf of the Incorporator to incorporate by means
of these articles a private limited liability company, which shall be
governed by the following articles of incorporation.


                                                                              2


                          ARTICLES OF ASSOCIATION

NAME AND REGISTERED OFFICE

ARTICLE 1

1.   The company's name is: IMC Global Netherlands B.V.

2.   The company has its registered office in: Amsterdam.

OBJECTS

ARTICLE 2

The company's objects are:

a.   to incorporate, participate in, conduct the management of and take any
     other financial interest in other companies and enterprises;

b.   to render administrative, technical, financial, economic or managerial
     services to other companies, persons or enterprises;

c.   to acquire, dispose of, manage and utilise real and personal property,
     including patents, marks, licences, permits and other industrial property
     rights;

d.   to borrow and lend moneys, act as surety or guarantor in any other
     manner, and bind itself jointly and severally or otherwise in addition to
     or on behalf of others,

the foregoing whether or not in collaboration with third parties and
inclusive of the performance and promotion of all activities which directly
and indirectly relate to those objects, all this in the broadest sense of the
terms.

AUTHORISED CAPITAL

ARTICLE 3

1.   The company's authorised capital amounts to ninety thousand Euro
     (EUR 90,000).

2.   It is divided into ninety (90) shares with a par value of one thousand
     Euro (EUR 1,000) each.

3.   All shares shall be in registered form and shall be consecutively
     numbered from 1 onwards. Share certificates shall not be issued.


                                                                              3

4.   Share in the capital of the company can only be held by shareholders of
     Carlsbad, Inc., a company incorporated under the laws of Delaware, United
     States of America, hereinafter referred to as: "Carlsbad", provided that
     such a shareholder must hold the same percentage of stock in Carlsbad as
     the percentage of stock that this shareholder holds in the company.

SHAREHOLDERS' REGISTER

ARTICLE 4

1.   The company's Board of Managing Directors shall keep a register in which
     the names and addresses of all holders of shares shall be recorded,
     specifying the date on which they acquired their shares, the date of
     acknowledgment by or service upon the company and the amount paid for each
     share.

     The register shall also contain the names and addresses of all owners of
     a usufruct or pledge on those shares, specifying the date on which they
     acquired such usufruct or pledge, the date of acknowledgment by or service
     upon the company and what rights they have been granted attaching to the
     shares under Articles 197 and 198, paras. 2 and 4, Book 2, Dutch Civil
     Code.

2.   Article 194, Book 2, Dutch Civil Code shall apply to the register.

ISSUANCE OF SHARES

ARTICLE 5

1.   Shares may only be issued pursuant to a resolution by the general
     meeting of shareholders, hereinafter to be referred to as the "general
     meeting". Issuance shall be by means of a notarial deed, executed before a
     civil-law notary authorised to practise in the Netherlands, and to which
     those involved are party.

2.   With due observance of the restrictions provided by law, shareholders
     shall have pre-emptive rights with respect to any further share issue in
     proportion to the total value of their individual shareholdings.





                                                                             4

3.  Likewise, shareholders shall have pre-emptive rights with respect to the
    granting of options to subscribe to shares.

4.  Said pre-emptive rights may, for every single issue, be limited or
    suspended by the general meeting.

5.  When a share is issued, its par value must be fully paid up. It may be
    stipulated that a portion of the share's par value, not exceeding
    three-fourths thereof, need not be paid until after such portion is
    called up by the company.

OWN SHARES

ARTICLE 6

1.  With due observance of the relevant statutory provisions, the company may
    acquire its own fully-paid shares or depositary receipts, however,
    subject to the maximum permitted by law.

2.  The company may grant loans for the purpose of subscribing to or
    acquiring its shares or depositary receipts, however, subject to the sum
    of its distributable reserves.

TRANSFER OF SHARES, USUFRUCT, PLEDGE, DEPOSITARY RECEIPTS

ARTICLE 7

1.  The transfer of shares or any restricted rights attaching to shares shall
    require a notarial deed, executed before a civil-law notary authorised to
    practise in the Netherlands, to which those involved are party.

2.  The transfer of shares or any restricted rights attaching to shares as
    referred to in para. 1 - including the creation and relinquishment of
    restricted rights - shall, by operation of law, also be valid vis-a-vis
    the company. The rights attaching to shares cannot be exercised until the
    company either acknowledges the juristic act or is served with the
    notarial deed in accordance with the relevant statutory provisions,
    except where the company is party to the juristic act.



                                                                             5

3.  In the event that a usufruct or pledge is created on shares, voting
    rights may be granted to the usufructuary or pledgee, if so provided at
    the time of granting such usufruct or pledge.

4.  The company shall not cooperate in issuing depositary receipts for its
    shares.

TRANSFER RESTRICTIONS.

ARTICLE 8.

1.  In order to be valid, every transfer of shares shall require the prior
    approval of the general meeting, unless all shareholders have given their
    approval in writing. The approval shall be valid for three months only.

2.  The shareholder who wishes to transfer his shares - hereinafter to be
    referred to as the "proposing transferor" - shall inform the Board of
    Managing Directors by registered mail or return receipt requested,
    specifying the number of shares to be transferred and the person(s) to
    whom he wishes to transfer his shares.

3.  The Board of Managing Directors shall be obliged to call a general
    meeting to be held within six weeks of receiving the proposing
    transferor's notification. The convening notice shall state the content
    of the notification.

4.  If the general meeting grants the approval requested, the transfer must
    take place within the following three months.

5.  Approval shall be deemed given if:

    a.  the general meeting referred to in paragraph 3 has not been held
        within the term set in that paragraph;

    b.  that general meeting has failed to decide on the request for approval;

    c.  simultaneously with its refusal, the general meeting fails to notify
        the proposing transferor of the name(s) of (an)other party(ies)
        interested in purchasing for cash all shares to which the request for
        approval relates.


                                                                            6


    If the situation under paragraph 5a. above occurs, approval shall be
    deemed to have been given on the last date on which the shareholders'
    meeting should have been held.

6.  Unless the proposing transferor and the interested party(ies) specified
    by the general meeting and accepted by the proposing transferor make
    deviating arrangements regarding the price or the method of determining
    the price, the purchase price of the shares shall be determined by an
    independent expert to be appointed at the request of the party with the
    greatest interest by the Chairman of the Chamber of Commerce and Industry
    of the district in which the company's registered office is situated.

7.  The proposing transferor shall remain entitled to withdraw his offer,
    provided that he does so within one month of having been informed of the
    name of the party to whom he may transfer all of the shares specified in
    the request for approval and of the price offered for the shares.

8.  The costs incurred in determining the purchase price shall be borne:

    a.  by the proposing transferor if he withdraws his offer;

    b.  in equal parts by the proposing transferor and the buyers if the
        shares are purchased by the interested parties, on the understanding
        that every buyer shall contribute to the costs in proportion to the
        number of shares he has bought;

    c.  by the company, in all cases not included under a. or b.

9.  The company itself may propose to buy the shares as contemplated in para.
    5(c) only if the proposing transferor so consents.

10. Any transfer of shares must be in compliance with the provisions of
    article 3, paragraph 4 of these Articles.

BOARD OF MANAGING DIRECTORS

ARTICLE 9

1.  The company shall be run by a Board of Managing Directors consisting of
    one or more Managing Directors.



                                                                               7

2.  The general meeting shall appoint the Managing Directors.

3.  The general meeting shall at all times have the power to suspend or
    dismiss the Managing Directors.

4.  The general meeting shall determine the remuneration of each Managing
    Director, as well as his other terms and conditions of employment.

MANAGERIAL DUTIES. DECISION-MAKING. DIVISION OF DUTIES

ARTICLE 10

1.  Subject to the restrictions set forth in these Articles, the Board of
    Managing Directors shall be in charge of running the company.

2.  The general meeting may adopt rules and regulations governing the
    decision-making process of the Board of Managing Directors.

3.  The Board of Managing Directors shall make a division of duties and
    report such division to the general meeting.

REPRESENTATIVE AUTHORITY

ARTICLE 11

1.  The Board of Managing Directors shall represent the company. The
    authority to represent the company shall also be vested in two Managing
    Director acting jointly.

    The Board of Managing Directors may appoint officers and grant them a
    general or special power of attorney. Every attorney in fact shall
    represent the company within the bounds of his authorisation. Their title
    shall be determined by the Board of Managing Directors.

    In the event that the company has a conflict of interest with a managing
    director, in the sense that the managing director in private enters into
    an agreement with, or is party in a legal proceeding between him and the
    company, the company shall be represented by one of the other managing
    directors. If there are no such other managing directors, the general
    meeting shall appoint a person to that effect. Such person may be the
    managing director in relation to whom the conflict of interest exists. In
    all other cases of a conflict of interest between the company and a



                                                                              8

   managing director, the company can also be represented by that managing
   director.

The general meeting shall at all times be authorized to appoint one or more
other persons to that effect.

RESTRICTIONS ON THE POWERS OF THE BOARD OF MANAGING DIRECTORS

ARTICLE 12

1. The general meeting shall be authorised to make subject to its approval
   Board of Managing Directors resolutions. Any such other resolution shall
   be clearly described and reported to the Board of Managing Directors in
   writing.

2. The Board of Managing Directors must comply with any such instructions
   outlining the company's general financial, social, economic or staffing
   policy to be pursued by the Board of Managing Directors as may be given by
   the general meeting.

3. The absence of approval as defined in this Article cannot be invoked by or
   against any third party.

ABSENCE. INABILITY TO ACT

ARTICLE 13

   If a Managing Director is absent or unable to act, the remaining
   Managing Director(s) shall be temporarily charged with the management of
   the company. If the sole Managing Director is or all Managing Directors are
   absent or unable to act, a person appointed annually by general meeting
   shall be temporarily charged with the management of the company.

FINANCIAL YEAR. ANNUAL ACCOUNTS

ARTICLE 14

1. The company's financial year shall correspond with the calendar year.

2. Within five months of the end of the company's fiscal year, the Board of
   Managing Directors shall draw up the annual accounts unless, in special
   circumstances, an extension of this term by not more than six months is
   approved by the general meeting.



                                                                              9

3. The general meeting shall adopt the annual accounts.

PROFITS

ARTICLE 15

1. The profits shall be at the disposal of the general meeting.

2. Dividends may be paid only insofar as the company's equity exceeds the
   paid-in and called-up capital plus the reserves to be kept by law.

3. The general meeting may, with due observance of para. 2, resolve to pay
   interim dividends.

4. The general meeting may, with due observance of para. 2, resolve to pay
   dividends out of a reserve which need not be kept by law.

GENERAL MEETING OF SHAREHOLDERS

ARTICLE 16

1. The general meeting of shareholders shall be held within six months of the
   end of the company's financial year in order to discuss and adopt the
   annual accounts.

2. Other general meetings of shareholders shall be held as often as either
   the Board of Managing Directors or the shareholders representing not less
   than one-tenth of the company's issued capital deem necessary.

3. General meetings of shareholders shall be called by either the Board of
   Managing Directors or the shareholders representing one-tenth of the
   company's issued capital, by sending letters to the addresses recorded in
   the shareholders' register and the register of holders of depositary
   receipts. Convocation shall take place not later than on the fifteenth day
   prior to the day of the meeting.

4. Resolutions may be legally adopted on any item on the agenda provided that
   they are adopted by a unanimous vote at a general meeting at which the
   company's entire issued capital is represented, even if the requirements
   for convening and conducting the meeting as prescribed by the law or the
   company's Articles of Incorporation have not been complied with.



                                                                           10

5. General meetings shall be held in the municipality in which the company's
   registered office is situated according to its Articles of Incorporation.

6. At every meeting, the shareholders shall appoint a chairman from their
   midst.

7. Every share shall entitle its holder to cast one vote.

8. Resolutions shall be passed by an absolute majority of the votes cast,
   unless the law prescribes a greater majority.

RESOLUTIONS PASSED OUTSIDE A MEETING

ARTICLE 17

Rather than at a general meeting, the shareholders may also pass resolutions
in writing, provided that they do so by a unanimous vote representing the
company's entire issued capital. In writing shall mean any message
transmitted via standard means of communication and received in written form.

AMENDMENT TO THE ARTICLES OF INCORPORATION AND DISSOLUTION

ARTICLE 18

If a motion to amend the Articles of Incorporation or to dissolve the company
is submitted to the general meeting, the convening notice must state this
fact.

If such notice concerns an amendment to the Articles of Incorporation a copy
of the motion containing a verbatim text of the proposed amendment must be
deposited at the company's office for inspection by the shareholders until
the meeting is adjourned.

LIQUIDATION

ARTICLE 19

1. If the company is dissolved pursuant to a resolution of the general
   meeting, it shall be liquidated by the Board of Managing Directors, if
   and to the extent the general meeting does not resolve otherwise.

2. After the liquidation has been finished, the books and records of the
   company shall remain in the custody during a ten year period of the person
   designated for that purpose by the general meeting.

FINAL PROVISIONS



                                                                            11

Finally, the deponent declared as follows:

a.  Upon the company's incorporation, its issued capital shall amount to
    eighteen thousand Euro (EUR 18,000), divided into eighteen (18)
    ordinary shares, numbered 1 up to and including 18.

    The incorporator shall be allocated eighteen (18) ordinary shares. The
    shares have been issued at par. The payments, which may be made in foreign
    currency, must be made in cash. These payments have been made. The documents
    required under Article 203a, Book 2, Dutch Civil Code, have been attached to
    this deed.

    The company hereby accepts those payments for the shares issued upon its
    incorporation.

b.  As the company's first Managing Director is hereby appointed:
    ABN AMRO Trust Company (Nederland) B.V., with statutory seat in
    Amsterdam, with office address at Strawinskylaan 3105, 7th floor,
    1077 ZX Amsterdam

c.  The company's first financial year shall end on the thirty-first day of
    December two thousand one.

The ministerial statement of no-objection was granted on the twenty-fifth day
of June two thousand one, under B.V. number 1.169.447, which has been
attached to this deed.

The existence of the power of attorney appears from one (1) private
instrument to be attached to this deed.

The underlined headings in this deed have been included for easy reference
only.

The deponent is known to me, Notary.
                                                       WITNESSETH THIS DEED,
the original of which was drawn up and executed in Amsterdam on the date
stated in the first paragraph of this Deed.

The substance of this Deed was stated and clarified to the deponent. The
declared that he had taken note of the content of the Deed timely before its
execution, agreed to its content, and did not require a full reading of this
Deed.



                                                                            12


Subsequently, after limited reading in accordance with the law, this Deed was
signed by the deponent and me, Notary.

EX-3.I(J)

                                                              Exhibit 3.i(j)

                         CERTIFICATE OF INCORPORATION

                                      OF

                             IMC FERTILIZER, INC.

     FIRST:   The name of the corporation is IMC Fertilizer, Inc.

     SECOND:  The registered office of the corporation in the State of
Delaware is located at 1209 Orange Street, Corporation Trust Center, in the
City of Wilmington (19801), County of New Castle. The registered agent at
that address shall be The Corporation Trust Company.

     THIRD:  The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the Delaware General
Corporation Law.

     FOURTH:  The total number of shares of stock which the corporation is
authorized to issue is One Hundred (100) shares of common stock, having a par
value of One Hundred Dollar ($100.00) per share.

     FIFTH:  The business and affairs of the corporation shall be managed by
or under the direction of the board of directors, and the directors need not
be elected by ballot unless required by the by-laws of the corporation.

     SIXTH:  In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware,



the board of directors is expressly authorized to make, amend and repeal the
by-laws.

     SEVENTH:  A director of the corporation shall not be personally liable
to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) under Section 174 of the Delaware
General Corporation Law, or (iv) for any transaction from which the director
derived any improper personal benefit. If the Delaware General Corporation
Law is amended to authorize corporate action further eliminating or limiting
the personal liability of directors, then the liability of a director of the
corporation shall be eliminated or limited to the fullest extent permitted by
the Delaware General Corporation Law, as so amended. Any repeal or
modification of the foregoing provision shall not adversely affect any right
or protection of a director of the corporation existing at the time of such
repeal or modification.

     EIGHTH:  The corporation reserves the right to amend and repeal any
provision contained in this Certificate of Incorporation in the manner from
time to time prescribed by the laws of the State of Delaware. All rights
herein conferred are granted subject to this reservation.

                                      -2-


     NINTH:  The incorporator is Siobain M. Perkins, whose mailing address is
Post Office Box 1347, Wilmington, Delaware 19899.

     I, THE UNDERSIGNED, being the incorporator, have executed this
Certificate of Incorporation this 15th day of May, 1987.

                                       /s/ Siobain M. Perkins
                                       ----------------------------------------
                                       Siobain M. Perkins



                      CERTIFICATE OF AMENDMENT
                                  OF
                    CERTIFICATE OF INCORPORATION
                                  OF
                        IMC FERTILIZER, INC.

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

       PURSUANT TO SECTION 242 OF THE DELAWARE GENERAL CORPORATION LAW

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

     IMC Fertilizer, Inc., a corporation organized and existing under and by
virtue of the Delaware General Corporation Law, DOES HEREBY CERTIFY:

     FIRST:  The Certificate of Incorporation of IMC Fertilizer, Inc. is
amended by deleting paragraph FIRST thereof in its entirety and replacing it
with the following new paragraph FIRST:

          "FIRST:  The name of the Corporation is IMC Global USA Inc."

     SECOND:  The Board of Directors of IMC Fertilizer, Inc., by unanimous
written consent in accordance with Section 141(f) of the Delaware General
Corporation Law, adopted a resolution proposing and declaring advisable
the above described amendment to the Certificate of Incorporation of IMC
Fertilizer, Inc.

     THIRD:  In lieu of a meeting and vote of stockholders, written consent
to the above described amendment was given by the holder of all of the
outstanding capital stock of IMC Fertilizer, Inc., in accordance with Section
228 of the Delaware General Corporation Law.

     FOURTH:  The above described amendment was duly adopted in accordance
with the provisions of Section 242 of the Delaware General Corporation Law.

     FIFTH:  The capital of IMC Fertilizer, Inc. shall not be reduced under
or by reason of the above described amendment.

     IN WITNESS WHEREOF, IMC Fertilizer, Inc. has caused this Certificate to
be executed and attested this 21st day of October, 1994.





Attest: /s/ Linda J. Wood              By: /s/ Marschall I. Smith
       ----------------------             ----------------------------
Title: Linda J. Wood                   Title: Marschall I. Smith
       ----------------------                 ------------------------
       Assistant Secretary                   Senior Vice President



                      CERTIFICATE OF AMENDMENT
                                  OF
                    CERTIFICATE OF INCORPORATION
                                  OF
                         IMC GLOBAL USA INC.

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

       PURSUANT TO SECTION 242 OF THE DELAWARE GENERAL CORPORATION LAW

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

     IMC Global USA Inc., a corporation organized and existing under and by
virtue of the Delaware General Corporation Law, DOES HEREBY CERTIFY:

     FIRST:  The Certificate of Incorporation of IMC Global USA Inc. is
amended by deleting paragraph FIRST thereof in its entirety and replacing it
with the following new paragraph FIRST:

     "FIRST:  The name of the Corporation is IMC Global Operations Inc."

     SECOND:  The Board of Directors of IMC Global USA Inc., by unanimous
written consent in accordance with Section 141(f) of the Delaware General
Corporation Law, adopted a resolution proposing and declaring advisable the
above described amendment to the Certificate of Incorporation of IMC Global
USA Inc.

     THIRD:  In lieu of a meeting and vote of stockholders, written consent
to the above described amendment was given by the holder of all of the
outstanding capital stock of IMC Global USA Inc., in accordance with Section
228 of the Delaware General Corporation Law.

     FOURTH:  The above described amendment was duly adopted in accordance
with the provisions of Section 242 of the Delaware General Corporation Law.

     FIFTH:  The capital of IMC Global USA Inc. shall not be reduced under
or by reason of the above described amendment.

     IN WITNESS WHEREOF, IMC Global USA Inc. has caused this Certificate to
be executed and attested this 29th day of November, 1994.





Attest: /s/ Linda J. Wood              By: /s/ Marschall I. Smith
       ----------------------             -----------------------------
Title: Assistant Secretary             Title: Senior Vice President
       ----------------------                 -------------------------

EX-3.I(K)

                                                                Exhibit 3.i(k)


                              NAME AND DOMICILE

                                  ARTICLE 1

1. The name of the corporation shall be: "IMC GLOBAL POTASH HOLDINGS N.V.".

In its foreign business transactions it may, instead of using the
abbreviation "N.V.", use the abbreviation "INC." or "LTD." in English and the
abbreviation "S.A." in Spanish and in French, in its name.

2. The corporation shall be domiciled in Curacao and may have branches and/or
branch offices elsewhere.

                                   PURPOSE

                                  ARTICLE 2

1. The purpose of the corporation shall be:

a. to invest its resources in securities such as shares and other
   certificates of participation, in bonds and other interest-bearing claims
   for debts under whatever name and in whatever form, to borrow money and
   to issue certificates of indebtedness therefor, as well as to lend money
   and to provide security in any form for the benefit of the corporation as
   well as for the benefit of third parties;

b. to acquire:

   (i)   returns, resulting from the alienation or granting of the
         right to make use of copyrights, patents, models, secret processes or
         formulas, trade marks and other such things;

   (ii)  royalties, including rents with regard to films or the use of
         industrial, commercial or scientific installations and with regard to
         the exploitation of any mine or quarry or any other natural resources
         and other immovables;

   (iii) remuneration for the rendering of technical assistance;

c. to acquire, possess, alienate, manage and develop real estate and/or
   any right to or interest in real estate, and to participate in any other
   enterprise or corporation with similar or related objects;

d. to lease, mortgage or in general to encumber real estate and any right
   thereto or interest therein;

e. the trade - including wholesale trade, intermediate trade and future
   trade in as well as the import and export of raw materials, minerals,
   metals, organic matter, semi-products and finished products of any nature
   and under any name;

f. to participate in and to manage enterprises and corporations.

g. to engage in all kinds of commercial activities, including but not
   limited to mining activities;

2. The corporation is authorized to perform everything requisite or
   profitable to the accomplishment of its purpose or incidental thereto or
   connected therewith in the widest sense of the word.

                                  DURATION

                                  ARTICLE 3

The duration of the corporation is to be unlimited.

                              CAPITAL AND SHARES

                                  ARTICLE 4

1. The authorized capital of the corporation shall be ONE

                                                                              1





HUNDRED SEVENTY FOUR MILLION TWO HUNDRED AND FIFTY THOUSAND UNITED STATES
DOLLARS (US$.174,250.00), divided into one hundred seventy four thousand two
hundred and fifty (174,250) shares of One thousand United States dollar
(US$.1,000.00) each, numbered 1 through 174,250.

2. Sub-shares may be issued.

3. The shares shall be issued by the board of managing directors.

4. The board of managing directors shall determine the time and price of
issue of shares - which shall not be below par - and the time of payment of
calls, both for the shares subscribed for on incorporation and not paid up in
full, if any, and for the shares to be issued at a later date.

5. In subsequent issues of shares and on disposal by the corporation of any
shares acquired by the corporation in its own capital, the existing
shareholders shall be preferred in proportion to their holdings of shares
when the stock is made available, unless the general meeting of shareholders
decides otherwise.

6. The board of managing directors may without instructions from the general
meeting of shareholders conclude agreements:

- - related to the taking of shares whereby special obligations are imposed on
the corporation;

- - related to the acquisition of shares on a basis other than that on which
the public may participate in the corporation;

- - related to payment of calls on shares otherwise than by payment in legal
tender of the country where the corporation is registered.

                              PURCHASE OF SHARES

                                  ARTICLE 5

1. The corporation may acquire for its own account, for valuable
consideration, fully paid-up shares in its own capital, provided not less
than twenty per cent (20%) of its authorized capital continues to be held by
others, not by the corporation.

2. No voting rights nor preference on whatever account shall be attached to
the shares held by the corporation in its own capital and no distribution of
profits or of balance left on liquidation of the corporation shall be made on
such shares, nor shall they be counted when determining the quorum at any
meeting.

                     CLASSES OF SHARES, SHARE CERTIFICATES
                             AND SHARE REGISTER

                                  ARTICLE 6

1. At the option of the shareholder the shares may either be issued as
registered shares or, provided they have been paid up in full, as bearer
shares, and they shall be numbered from one.

2. Share certificates may be issued for the registered shares, at the request
of the shareholder. Share certificates shall be issued for the bearer shares.
All expenses for the issue of share certificates shall be charged to the
shareholder concerned.

3. Conversion of bearer shares into registered shares and vice versa shall,
at the shareholder's request, be made by recording such conversion in the
share register and in so far as necessary on the share certificate, if such
share


                                                                              2




certificate has been issued.

4. At the request of a shareholder share certificates may be issued for
several shares jointly. The holder of such share certificates may at any time
demand its conversion into share certificates representing a different number
of shares.

5. Share certificates shall be signed by a managing director or by a person
appointed for that purpose by the board of managing directors.

6. At the discretion of the board of managing directors each share
certificate may be provided with a set of dividend coupons and a talon
entitling the holder to obtain a new set of dividend coupons.

The dividend coupons and the talon shall have the same serial number as the
share certificate to which they belong. If dividend coupons have been issued,
payment of dividends shall be made against surrender of a dividend coupon,
which shall be a full discharge for the payment made by the corporation.

                                   ARTICLE 7

1. If a person has proved to the satisfaction of the board of managing
directors that a share certificate, dividend coupon or a talon belonging to
him has been lost or mislaid, a duplicate of such document may be issued at
the request of such person or the rightful claimant(s) to his property,
subject to such terms and guarantees as shall be determined by the board of
managing directors.

2. Upon issue of the new share certificates, dividend coupons or talons,
which shall contain an endorsement to the effect that they are duplicates,
their originals shall become null and void.

3. Damaged share certificates, dividend coupons or talons may be replaced by
new ones by the board of managing directors.

4. The damaged share certificates, dividend coupons or talons thus
surrendered shall immediately be destroyed by the board of managing directors.

All expenses related to the issue of duplicates or new documents shall be
charged to the applicant and shall be paid by him in advance, if so required.

                                   ARTICLE 8

1. Registered shares shall be entered in a register which shall be kept by
the board of managing directors or by a person appointed for that purpose by
the board of managing directors. The register shall state the shareholder's
name, his address or elected domicile and the quantity and serial numbers of
his shares.

2. Every transfer, transmission by descent or change of ownership of a
registered share and every conversion of a registered share into a bearer
share and vice versa shall be recorded in the share register.

3. Registered shares shall be transferred either by serving an instrument of
transfer upon the corporation or by written acknowledgement of the transfer
by the corporation.

4. If no share certificates have been issued, the entry in the register
stipulated in paragraph 2 of this article shall have the effect of a written
acknowledgement of the transfer by the corporation.

                                                                             3


If a share certificate has been issued, the acknowledgment shall be made by
an endorsement on the respective share certificate and signed by a managing
director or by a person thereto authorized by the board of managing directors.

                                   MANAGEMENT
                                    ARTICLE 9

1. The corporation shall be managed by a board of managing directors,
consisting of one or more managing directors. Legal entities may also be
appointed managing directors.

2. The managing directors shall be appointed by the general meeting of
shareholders and may at any time be suspended or removed from office by the
general meeting of shareholders. The board of managing directors is
authorized to grant personal titles such as president, vice-president,
treasurer and secretary to the managing directors.

3. The corporation shall be represented in court and otherwise by each of the
managing directors separately, also in the event of conflicting interests
between the corporation and one or more managing directors, either in a
private capacity or qualitate qua.

4. Without limiting its responsibility the board of managing directors has
authority to appoint attorneys in fact and to determine their powers and the
manner in which they are to represent the corporation and sign on its behalf.

5. Each managing director has the power to give a co-director a mandate to
represent the principal in the latter's capacity of a managing director at
meetings of the managing directors, with due observance of the terms of the
mandate.

6. Each managing director may in his capacity of managing director appoint by
telegram, telefax, telex or other writing a natural or legal person as his
proxy to represent him in his capacity of a managing director.
When issuing such a proxy the managing director may not exceed the authority
vested in him pursuant to these articles of association.

7. In the event of absence or prevention of one or more managing directors,
management shall rest entirely with the remaining managing director(s); if
all the managing directors are absent or prevented the corporation shall be
managed temporarily by a person appointed for that purpose by the general
meeting of shareholders.

In this last case the person appointed by the general meeting of shareholders
shall call a general meeting of shareholders as soon as possible in order to
provide definitively for a management.

As long as this has not been done, the acts of management of the person
appointed shall be restricted to those which cannot be delayed.

                   GENERAL MEETINGS OF SHAREHOLDERS
                              ARTICLE 10

1. General meetings of shareholders shall be held in Curacao, Bonaire, Sint
Eustatius, Saba or Sint Maarten (Netherlands Antilles).

2. The annual general meeting of shareholders shall be held within nine
months after the close of the fiscal year of the corporation.

Inter alia the following items shall be dealt with at that


                                                                               4


meeting:

a. the board of managing directors shall report on the course of business of
the corporation and on the management conducted in the fiscal year ended;

b. the balance sheet and profit and loss account shall be confirmed and
adopted after having been submitted along with an explanatory statement
indicating the standards applied in the appraisal of the movable and
immovable property of the corporation.

                                ARTICLE 11

1. Each of the managing directors and any number of shareholders representing
jointly not less than ten per cent of the subscribed capital have equal
authority to call a general meeting of shareholders.

2. The meeting shall be called through an advertisement inserted in a
newspaper published and widely circulated in the domicile of the corporation,
with due observance of at least a five days' notice, not counting the day of
the summons nor the day of the meeting. The advertisement shall state the
agenda of the meeting or it shall state that the agenda is available for
inspection by the shareholders at the office of the corporation.
Proposals on amendment of the articles of incorporation shall also be
mentioned in the advertisement.

3. Proposals to be submitted by shareholders on items to be dealt with at the
annual as well as at the special general meetings of shareholders shall only
be considered if presented to the board of managing directors in writing and
in sufficient time to allow them to be announced with due observance of the
notice and rules stipulated for the calling of a meeting.

4. If all the subscribed capital is represented at the general meeting of
shareholders, valid resolutions may be adopted, even if the rules of these
articles of incorporation on the summons or the announcement of the items to
be dealt with have not been complied with or only partially observed,
provided these resolutions are adopted unanimously.

5. General meetings shall be presided over by a person appointed by the
meetings for that purpose.

6. For the exercise of their rights at the meeting the holders of bearer
shares shall prove their ownership of the shares to the satisfaction of the
chairman of the meeting. At any rate they may establish such ownership by
depositing such shares (or a certificate of deposit of their shares, to the
satisfaction of the board of managing directors) at the office of the
corporation against a receipt, not later than on the day of the meeting, and
by producing the receipt at the meeting. The convening notice shall always
state this provision as well as the place and time at which such deposit is
to be made.

7. Shareholders may be represented at the meetings by a proxy appointed in
writing, telegraphically, by telefax or telex.

8. All resolutions of the ordinary and special general meetings of
shareholders shall be adopted by absolute majority of the votes cast, save
where otherwise provided by these articles of incorporation.


                                                                               5


9. When voting on an appointment the person who has received the absolute
majority of the votes cast shall be considered elected.

If no one has secured such a majority a second ballot shall be taken between
the two persons who have obtained the largest number of votes.

If more than two persons have simultaneously received the largest number of
votes and the same number of votes, two of these persons shall be selected by
lot and the second ballot taken between those two persons.

If the two persons should receive the same number of votes at the second
ballot, the matter shall be decided by lot.

                                ARTICLE 12

1. Each share entitles its holder to cast one vote. Abstentions and invalid
votes shall not be counted.

2. Effective votes may also be given on behalf of the shares of such persons
as shall, by the resolution to be adopted, be granted any right with regard
to the corporation on grounds other than as stockholders of the corporation,
or on behalf of the shares of such persons as shall thereby be released from
any obligation towards the corporation.

                                ARTICLE 13

All the proceedings at the general meeting of shareholders shall be recorded
in the minutes and signed by the chairman and/or a shareholder or proxy who
attended the meeting, unless the proceedings were recorded in a notarial
report.

                                FISCAL YEAR
                                ARTICLE 14

The fiscal year of the corporation is determined and changed by resolution of
the general meeting of shareholders. A resolution to change the fiscal year
shall be effective from the day the resolution is filed with the
traderegister of the Chamber of Commerce and Industry where the corporation
has its corporate seat.


                   BALANCE SHEET, PROFIT AND LOSS ACCOUNT
                                ARTICLE 15

1. Within eight months after the close of the fiscal year the board of
managing directors shall submit to the general meeting of shareholders the
balance sheet and the profit and loss account for the past fiscal year, along
with the explanatory statement referred to in Article 10.

The balance sheet, profit and loss account and explanatory statement shall be
signed by all the managing directors. If the signature of one of the managing
directors is lacking, the reason shall be stated on the documents.

2. The balance sheet, the profit and loss account and the explanatory
statement may be inspected by the shareholders or their proxies at the office
of the corporation from the day of the summons to the meeting called for the
approval of the aforementioned documents until the meeting is over.

3. The annual general meeting of shareholders has the power to confirm the
balance sheet and the profit and loss account.

Confirmation of the balance sheet and the profit and loss account shall
discharge the board of managing directors from all liability with regard to
their management for the past fiscal year in so far as their administration
is evidenced by the documents submitted and provided the meeting does not


                                                                               6


decide otherwise when the balance sheet and profit and loss account are to be
confirmed and adopted.

4. The amounts to be allocated to reserve shall be determined by the general
meeting of shareholders.

                            DISTRIBUTION OF PROFITS
                                  ARTICLE 16

1. The profits, which shall mean the net profit shown by the profit and loss
account, shall be entirely at the disposal of the general meeting of
shareholders.

2. The board of managing directors has the power to distribute interim
dividends at any time as an advance payment of dividends expected.

                                  ARTICLE 17

If for any year the profit and loss account as confirmed and adopted shows a
loss which cannot be covered by the reserves or compensated otherwise, no
profits shall be distributed in the subsequent years until such loss has been
wiped off.

                         CHANGE OF CORPORATE DOMICILE
                                  ARTICLE 18

1. The general meeting of shareholders as well as the board of managing
directors, as far as permitted by the Rijkswet Vrijwillige Zetelverplaatsing
Rechtspersonen (Statute for the Voluntary Change of Seat by Legal Persons),
each have the right to designate one or more persons authorized to execute a
deed of amendment of the articles of association for the purpose of moving
the corporate seat to another part of the Kingdom of the Netherlands, and to
effect such other changes in the articles of association as permitted by
aforesaid Statute, as well as to appoint one or more members of the board of
managing directors. With due observance of aforesaid Statute, the general
meeting of shareholders and the board of managing directors, respectively,
may withdraw such designation at any time.

2. By resolution of the general meeting of shareholders or of the board of
managing directors, the corporation, making use of the Landsverordening
Zetelverplaatsing Derde Landen (Antillean Ordinance Concerning Change of
Corporate Seat to Third Countries), may transfer its seat to another country
and adopt the character of a legal person pursuant to such country's law.

                   AMENDMENT OF THE ARTICLES OF INCORPORATION
                       AND DISSOLUTION OF THE CORPORATION
                                  ARTICLE 19

1. Resolutions on amendment of the articles of incorporation or on
dissolution of the corporation may only be adopted by a majority of at least
three fourths of the votes cast at a general meeting of shareholders at which
not less than three fourths of the subscribed capital are represented.

2. If the capital required is not represented at the meeting, a second
meeting shall be called and held within two months after the first. At the
second meeting valid resolutions may be passed on such matters by a majority
of three fourths of the votes cast, regardless of the capital represented at
such meeting.

3. On dissolution of the corporation its liquidation shall be effected in
conformity with the provisions laid down by the general meeting of
shareholders.

4. For a ten years' period after completion of the

                                                                             7



liquidation the books and records of the corporation shall remain in the
custody of the person appointed for the purpose by the general meeting.

In closing the appearer stated:

that the fiscal year of the corporation shall be the calendar year, unless
the general meeting resolves otherwise;

that the current fiscal year runs from today up to the thirty-first day
inclusive of December, of the year two thousand and one;

that - at the time of entering into force of this transfer of the corporate
seat the board of managing directors consists of Mister J. Bradford James,
residing in the United States of America;

that at the time of entering into force of this transfer of the corporate
seat all one hundred seventy-four thousand two hundred and fifty (174,250)
shares were subscribed for;

that in accordance with a pledge agreement dated May 17th, 2001, among inter
alia IMC Global Inc., IMC USA Inc., IMC Potash Colonsay Inc., and the Chase
Manhattan Bank the shares of the corporation have been pledged;

                                       /s/ Mr. M.L. ALEXANDER

                                       24 JULI 2001
                                       Mr. M.L. ALEXANDER

                                       NOTARIS



                                                                             8




                             NAAM EN ZETEL
                               ARTIKEL 1

1.  De vennootschap draagt de naam: "IMC GLOBAL POTASH HOLDINGS N.V."
In het verkeer met het buitenland kan zij in haar naam de afkorting "N.V."
vervangen door, in het Engels "INC." of "LTD." en in het Spaans en Frans
"S.A.".

2. De vennootschap is gevestigd op Curacao en kan elders filialen en/of
bijkantoren hebben.

                                  DOEL
                                ARTIKEL 2

1. De vennootschap heeft ten doel:

a. het beleggen van haar middelen in effekten, zoals aandelen en
   andere bewijzen van deelgerechtigdheid en obligaties, alsmede
   in andere rentedragende schuldvorderingen onder welke naam en
   in welke vorm ook, het lenen van gelden en het uitgeven van
   schuldbewijzen daarvoor, alsmede het uitlenen van gelden en het
   op enigerlei wijze stellen van zekerheid
   zowel ten behoeve van de vennootschap als ten behoeve van
   anderen;

b. het verkrijgen van:

   (i) opbrengsten, voortvloeiende uit de vervreemding of het
       afstaan van het recht tot het gebruik maken van auteurs-
       rechten, oktrooien, modellen, geheime procede's of recep-
       ten, handelsmerken en soortgelijke zaken;

  (ii) royalties, daaronder begrepen huren, met betrekking tot
       films of terzake van het gebruik van nijverheids-,
       handels- of wetenschappelijke installaties, alsmede met
       betrekking tot de exploitatie van een mijn of groeve of
       enige andere natuurlijke hulpbron en andere onroerende
       zaken;

 (iii) vergoedingen voor het verlenen van technische hulp;

c. het verkrijgen, bezitten, vervreemden, beheren en ontwikke-
   len van onroerend goed en/of enig recht op of belang in
   onroerend goed, en het deelnemen in enige andere onderneming
   of vennootschap met een soortgelijk of aanverwant doel;

d. het verhuren, verpachten, verhypothekeren of in het algemeen
   bezwaren van onroerend goed en enig recht op of belang in
   onroerend goed;

e. de handel in - daaronder begrepen de groothandel, de tussen-
   handel en de termijnhandel alsmede de import en export van
   grondstoffen, mineralen, metalen, organische stoffen, half-
   fabrikaten en eindprodukten van welke aard en onder welke
   naam ook;

f. het deelnemen in en het beheren van ondernemingen en
   vennootschappen.

g. het verrichten van allerlei soorten commerciele activiteiten,
   waaronder begrepen doch niet beperkt tot mijnactiviteiten;

2. De vennootschap is bevoegd al datgene te verrichten wat ter
   bereiking van haar doel nuttig of nodig mocht zijn of daar-
   aan verbonden of bevorderlijk mocht zijn in de ruimste zin
   des woords.

                                    DUUR
                                  ARTIKEL 3

De vennootschap is aangegaan voor onbepaalde tijd.

                              KAPITAAL EN AANDELEN
                                  ARTIKEL 4

                                                                     1


1. Het maatschappelijk kapitaal der vennootschap bedraagt
EENHONDERD VIER EN ZEVENTIG MILJOEN TWEEHONDERD EN VIJFTIGDUIZEND
UNITED STATES DOLLAR (US$.174.250.000,--), verdeeld in honderd
vier en zeventigduizend tweehonderd en vijftig (174.250) aandelen
van Duizend United States dollar (US$.1.000,--) elk, genummerd 1
tot en met 174.250.

2. Onderaandelen kunnen worden uitgegeven.

3. Uitgifte van aandelen geschiedt door de direktie.

4. De direktie beslist omtrent het tijdstip en de koers van
uitgifte van aandelen - mits niet onder pari -, alsmede omtrent
het tijdstip der storting, zowel van de bij oprichting geplaatste
en eventueel niet volgestorte aandelen als van de later uit te
geven aandelen.

5. Bij verdere uitgifte van aandelen, alsmede bij vervreemding
door de vennootschap van door haar verworven aandelen in haar
eigen kapitaal, hebben bestaande aandeelhouders recht van
voorkeur tot verkrijging dier aandelen naar evenredigheid van de
reeds in hun bezit zijnde aandelen, tenzij de algemene vergadering
anders beslist.

6. De direktie is bevoegd, zonder opdracht van de algemene ver-
gadering van aandeelhouders, overeenkomsten aan te gaan:
in verband staande met het nemen van aandelen, waarbij bijzondere
verplichtingen op de vennootschap worden gelegd; rakende het
verkrijgen van aandelen op andere voet dan waarop deelneming in de
naamloze vennootschap voor het publiek wordt opengesteld; en
betreffende storting op aandelen op andere wijze dan door betaling
van wettig betaalmiddel van het land van vestiging van de
vennootschap.

                           INKOOP VAN AANDELEN
                               ARTIKEL 5

1. De vennootschap mag voor eigen rekening onder bezwarende
titel volgestorte aandelen in haar kapitaal verkrijgen, mits
tenminste twintig percent (20%) van het maatschappelijk kapitaal
geplaatst blijft bij anderen dan de vennootschap zelve.

2. Aan in het bezit der vennootschap zijnde aandelen in haar eigen
kapitaal wordt noch stemrecht noch enig voorkeursrecht uit welken
hoofde ook ontleend; evenmin geschiedt op zodanige aandelen enige
uitkering van winst of liquidatiesaldo.
Zij tellen niet mede voor de berekening van een quorum in enige
vergadering.

                      SOORT AANDELEN, AANDEELBEWIJZEN
                           EN AANDELENREGISTER
                               ARTIKEL 6

1. De aandelen luiden, ter keuze van de aandeelhouder, op naam,
of mits volgestort aan toonder.

2. Van de aandelen op naam kunnen, ten verzoeke van de aandeel-
houder aandeelbewijzen worden uitgegeven.
Van de aandelen aan toonder zullen aandeelbewijzen worden uit-
gegeven. De kosten van uitgifte van aandeelbewijzen komen ten
laste van de betrokken aandeelhouder.

3. Ten verzoeke van een aandeelhouder kunnen aandelen aan toonder
worden omgewisseld in aandelen op naam, en omgekeerd door aan-
tekening in het aandelenregister en voor zoveel nodig, indien een
bewijs van aandeel is uitgegeven, op dat bewijs.

4. Aandeelbewijzen kunnen op verzoek van de aandeelhouder worden
uitgegeven voor meerdere aandelen tegelijk.
De houder van zodanige aandeelbewijzen kan te allen tijde om-

                                                                              2


wisseling vorderen tegen aandeelbewijzen voor een ander aantal
aandelen.

5.  De aandeelbewijzen worden getekend door een direkteur of door
een daartoe door de direktie aangewezen persoon.

6.  Bij elk aandeelbewijs kan, ter keuze van de direktie, een stel
dividendbewijzen en een talon ter verkrijging van een nieuw stel
dividendbewijzen worden gevoegd.
Dividendbewijzen en talon zullen hetzelfde nummer dragen als het
aandeelbewijs, waartoe zij behoren.
Indien dividendbewijzen zijn uitgegeven, geschiedt de uitbetaling
der dividenden tegen inlevering van een dividendbewijs, hetwelk
daarvoor aan de vennootschap tot volledige kwijting strekt.

                                   ARTIKEL 7

1.  Indien iemand ten genoegen van de direktie aannemelijk heeft gemaakt,
dat een hem toebehorend aandeelbewijs, dividendbewijs of talon is
verloren gegaan of in het ongerede geraakt, kunnen op verzoek van de
desbetreffende aandeelhouder of diens rechthebbende(n), duplikaatbewijzen
worden uitgegeven, onder zodanige voorwaarden en onder zodanige waarborgen
als de direktie zal bepalen.

2.  Door uitgifte van de nieuwe aandeelbewijzen, dividendbewijzen
of talons, op welke zal worden vermeld dat zij duplikaten zijn,
worden de oorspronkelijke waardeloos.

3. Beschadigde aandeelbewijzen, dividendbewijzen of talons, kunnen
door de direktie worden omgewisseld tegen nieuwe exemplaren.

4.  De ingeleverde, beschadigde exemplaren moeten door de direktie
terstond worden vernietigd. Alle onkosten, verbonden aan de
uitgifte van duplikaten of nieuwe stukken, komen ten laste van de
aanvrager en moeten desverlangd door hem worden voorgeschoten.

                                   ARTIKEL 8

1.  De aandelen op naam worden ingeschreven in een register, dat
door de direktie of door een daartoe door de direktie aangewezen
persoon wordt bijgehouden. Het register vermeldt de naam van de
aandeelhouder, zijn adres of het door hem gekozen domicilie, het
aantal en de nummers van de aandelen.

2.  Iedere overdracht en overgang van een aandeel op naam en
iedere omwisseling van een aandeel op naam aan toonder of
omgekeerd, wordt in het register aangetekend.

3.  De levering van aandelen op naam geschiedt, hetzij door de
betekening ener akte van overdracht aan de vennootschap, hetzij
door de schriftelijke erkenning van de overdracht door de vennoot-
schap.

4.  Indien geen aandeelbewijzen zijn uitgegeven, geldt de in lid 2
voorgeschreven aantekening in het register als schriftelijke
erkenning der overdracht door de vennootschap.
Indien wel een aandeelbewijs is uitgegeven, geschiedt de erkenning
door aantekening op het betreffende aandeelbewijs, getekend door
een direkteur of door een daartoe door de direktie aangewezen
persoon.

                                    BESTUUR
                                   ARTIKEL 9

1. De vennootschap wordt bestuurd door een direktie, bestaande
uit een of meer direkteuren.
Rechtspersonen kunnen ook tot direkteur worden benoemd.

2. De direkteuren worden door de algemene vergadering van aandeel-
houders benoemd en kunnen te allen tijde door haar worden geschorst en
ontslagen. De direktie is bevoegd persoonlijke titels


                                                                           3


te verlenen aan direkteuren, zoals president, vice-president,
thesaurier en sekretaris.

3. De vennootschap wordt in en buiten rechte vertegenwoordigd door
ieder der direkteuren afzonderlijk, ook ingeval van tegenstrijdig
belang tussen de vennootschap en een of meer direkteuren, hetzij in
prive, hetzij qualitate qua.

4. De direktie is bevoegd onverminderd haar verantwoordelijkheid
prokuratiehouders aan te stellen, hun bevoegdheden en de wijze
waarop zij de vennootschap zullen vertegenwoordigen en voor haar
tekenen, te regelen.

5. Iedere direkteur is bevoegd om aan een mede-direkteur last en
volmacht te geven om de lastgever in zijn hoedanigheid van
direkteur in vergaderingen van de direkteuren, te vertegenwoordi-
gen, zulks met inachtneming van de voorwaarden der lastgeving.

6. In zijn hoedanigheid van direkteur kan iedere direkteur
telegrafisch, per telefax, per telex of op andere schriftelijke
wijze aan een natuurlijke- of rechtspersoon last en volmacht geven
om hem in zijn hoedanigheid van direkteur te vertegenwoordigen.
Bij het verlenen van een zodanige volmacht kan de direkteur de hem
krachtens deze statuten verleende bevoegdheid niet overschrijden.

7. Bij belet of ontstentenis van een of meer direkteuren berust
het bestuur geheel bij de overblijvende direkteur(en); bij belet
of ontstentenis van alle direkteuren wordt de vennootschap tijde-
lijk bestuurd door een daartoe door de algemene vergadering van
aandeelhouders aangewezen persoon.
In het laatste geval zal de door de algemene vergadering aan-
gewezen persoon gehouden zijn zo spoedig mogelijk een algemene
vergadering van aandeelhouders bijeen te roepen, teneinde
definitief in het bestuur te voorzien.
Zolang zulks niet is geschied, zullen de bestuurshandelingen
van de aangewezen persoon beperkt blijven tot de zodanige,
welke geen uitstel kunnen lijden.

                           ALGEMENE VERGADERINGEN VAN
                                AANDEELHOUDERS
                                   ARTIKEL 10

1. Algemene vergaderingen van aandeelhouders worden gehouden te
Curacao, Bonaire, Sint Eustatius, Saba of Sint Maarten (Neder-
landse Antillen).

2. De jaarlijkse algemene vergadering van aandeelhouders moet
worden gehouden binnen negen maanden na afloop van het boekjaar
der vennootschap. In deze laatstgenoemde vergadering wordt onder
meer:

a. door de direktie verslag uitgebracht omtrent de gang van
zaken van de vennootschap en het gevoerde beheer gedurende het
afgelopen boekjaar;

b. de balans en de winst- en verliesrekening vastgesteld, na te
zijn overgelegd tezamen met een toelichting, welke vermeldt naar
welke maatstaf de roerende en onroerende zaken der vennootschap
zijn gewaardeerd.

                                   ARTIKEL 11

1. Tot het bijeenroepen van een algemene vergadering van aan-
deelhouders is ieder der direkteuren en zijn aandeelhouders, te-
zamen vertegenwoordigende tenminste tien percent van het ge-
plaatste aandelenkapitaal, gelijkelijk bevoegd.

2. De oproeping geschiedt door middel van een advertentie, te
plaatsen in een in de plaats van vestiging van de vennootschap
verschijnend en aldaar veel gelezen nieuwsblad, met inachtneming


                                                                           4


van een termijn van tenminste vijf dagen, die van de oproeping
en van de vergadering niet medegerekend. De advertentie moet de
agenda van de vergadering inhouden, of vermelden dat deze ten
kantore der vennootschap voor de aandeelhouders ter inzage ligt.
Indien een voorstel tot statutenwijziging in behandeling zal
komen, moet zulks in de advertentie worden vermeld.

3. Voorstellen te doen door aandeelhouders voor onderwerpen te
behandelen, zowel op jaarlijkse als op buitengewone algemene
vergaderingen kunnen alleen dan in behandeling worden genomen,
indien zij zo tijdig en schriftelijk bij de direktie zijn
ingediend, dat zij met inachtneming van de voor de bijeenroeping
van algemene vergaderingen vastgestelde termijn op de wijze als
voor bijeenroeping bepaald kunnen worden afgekondigd.

4. Indien het gehele geplaatste kapitaal ter algemene vergadering
van aandeelhouders vertegenwoordigd is, kunnen geldige besluiten
worden genomen, zelfs wanneer de voorschriften van de statuten
omtrent oproeping of bekendmaking van de punten van behandeling,
niet of slechts ten dele in acht zijn genomen, mits deze besluiten
met algemene stemmen worden genomen.

5. Algemene vergaderingen worden voorgezeten door een door de
vergadering aangewezen persoon.

6. Houders van aandelen aan toonder moeten, teneinde hun rechten
ter vergadering te kunnen uitoefenen, zich als zodanig ten genoegen
van de voorzitter der vergadering legitimeren. Zij kunnen zich in
elk geval als zodanig legitimeren, door hun aandelen (dan wel een
depositobewijs voor hun aandelen ten genoegen van de direktie)
uiterlijk ten dage der vergadering ten kantore der vennootschap
tegen recu af te geven en dit recu ter vergadering over te leggen,
van welk een en ander steeds met vermelding van plaats en tijdstip
van afgifte in de oproeping zal worden melding gemaakt.

7. Aandeelhouders kunnen zich door een schriftelijk, telegrafisch,
per telefax of per telex gevolmachtigde ter vergadering doen
vertegenwoordigen.

8. Alle besluiten van de gewone en buitengewone algemene
vergadering van aandeelhouders worden genomen bij volstrekte
meerderheid der uitgebrachte stemmen, zo niet anders in deze
statuten is bepaald.

9. Indien moet worden overgegaan tot een benoeming is diegene
benoemd, die de volstrekte meerderheid van de uitgebrachte stemmen
op zich heeft verenigd. Heeft niemand een zodanige meerderheid op
zich verenigd, dan vindt herstemming plaats tussen de twee
personen, die de meeste stemmen op zich hebben verenigd. Hebben
meer dan twee personen evenveel en gelijktijdig de meeste stemmen
op zich verenigd, dan geschiedt de herstemming tussen twee dier
personen, daartoe door het lot aangewezen.

Verenigen bij herstemming de beide personen evenveel stemmen op
zich, dan beslist het lot.

                               ARTIKEL 12

1. Elk aandeel geeft recht op het uitbrengen van een stem.
Blanco stemmen en ongeldige stemmen worden als niet uitgebracht
aangemerkt.

2. Ook voor aandelen van hen, aan wie uit anderen hoofde dan als
aandeelhouder der vennootschap door het te nemen besluit enig recht
jegens de vennootschap zou worden toegekend, of die daardoor van
enige verplichting jegens haar zouden worden ontslagen, kunnen
geldige stemmen worden uitgebracht.


                                                                               5


                               ARTIKEL 13

Van het verhandelde ter algemene vergadering van aandeelhouders
worden notulen gehouden, welke - tenzij daarvan een notarieel
procesverbaal wordt opgemaakt - worden ondertekend door de
voorzitter en/of een ter vergadering aanwezige aandeelhouder of
gemachtigde van een aandeelhouder.

                                BOEKJAAR
                               ARTIKEL 14

Het boekjaar der vennootschap wordt vastgesteld en gewijzigd bij
besluit van de algemene vergadering van aandeelhouders.
Een gewijzigd boekjaar wordt van kracht met ingang van de dag
waarop het besluit tot wijziging is gedeponeerd ten kantore van
het handselregister van de Kamer van Koophandel en Nijverheid,
binnen welker gebied de statutaire plaats van vestiging van de
vennootschap is gelegen.

                    BALANS, WINST- EN VERLIESREKENING
                               ARTIKEL 15

1. Binnen acht maanden na afloop van het boekjaar zal de direktie
de balans en winst- en verliesrekening over het afgelopen
boekjaar met de toelichting als bedoeld in artikel 10 aan de
algemene vergadering van aandeelhouders aanbieden.

De balans, de winst- en verliesrekening en de toelichting worden
ondertekend door alle direktieleden.

Indien de handtekening van een hunner ontbreekt wordt de reden
daarvan op deze stukken vermeld.

2. De balans, de winst- en verliesrekening en de toelichting
zullen van de dag der oproeping tot de algemene vergadering,
bestemd voor de vaststelling dier stukken, tot de afloop dier
vergadering ten kantore der vennootschap voor de aandeelhouders
of hun gemachtigden ter inzage liggen.

3. De balans en de winst- en verliesrekening worden door de
jaarlijkse algemene vergadering van aandeelhouders vastgesteld.
Vaststelling van de balans en de winst- en verliesrekening
strekt de direktie tot decharge voor het door haar in het
afgelopen boekjaar gevoerde bestuur, voorzover dat uit de
overgelegde stukken blijkt en voorzover bij zodanige vaststelling
niet anders wordt beslist.

4. De algemene vergadering van aandeelhouders beslist omtrent de
bedragen, welke zullen worden gereserveerd.

                             WINSTVERDELING
                               ARTIKEL 16

1. De winst, waaronder is te verstaan de zuivere winst volgens
de winst- en verliesrekening, is geheel ter beschikking van de
algemene vergadering van aandeelhouders.

2. De direktie is te allen tijde bevoegd interimdividenden uit
te keren als vooruitbetaling op de te verwachten dividenden.

                               ARTIKEL 17

Indien blijkens de vastgestelde winst- en verliesrekening over
enig jaar verlies is geleden, hetwelk niet uit reserves bestreden
kan worden of op andere wijze gedelgd, geschiedt in volgende
jaren geen winstuitkering, zolang zodanig verlies niet is
aangezuiverd.

                           ZETELVERPLAATSING
                               ARTIKEL 18

1. De algemene vergadering van aandeelhouders en de direktie zijn
gelijkelijk bevoegd, voorzover dit toegestaan is door de Rijkswet
Vrijwillige Zetelverplaatsing Rechtspersonen, een of meer per-


                                                                               6


sonen aan te wijzen, die de bevoegdheid hebben een akte van
statutenwijziging te doen verlijden, teneinde de zetel van de
vennootschap naar een ander deel van het Koninkrijk der Neder-
landen over te brengen alsmede daarbij zodanige andere wijzigingen
in de statuten aan te brengen die toegestaan zijn door de voor-
melde Rijkswet en een of meer personen tot lid van de direktie
benoemen. De algemene vergadering van aandeelhouders, onderschei-
denlijk de direktie, kan de aanwijzing te allen tijde intrekken
met inachtneming van voormelde Rijkswet.

2. Krachtens besluit van de algemene vergadering van aandeelhou-
ders of van de direktie kan de venootschap met gebruikmaking van
de Landsverordening Zetelverplaatsing Derde Landen, haar zetel
verplaatsen naar een ander land en de staat aannemen van een naar
het recht van dat land opgerichte rechtspersoon.

                STATUTENWIJZIGING EN ONTBINDING
                       DER VENNOOTSCHAP
                           ARTIKEL 19

1. Besluiten tot wijziging van de statuten of tot ontbinding der
vennootschap kunnen slechts worden genomen met tenminste
drie/vierde der stemmen uitgebracht in een algemene vergadering
van aandeelhouders, waarin tenminste drie/vierde gedeelte van het
geplaatste kapitaal is vertegenwoordigd.

2. Indien in de vergadering niet het vereiste kapitaal is
vertegenwoordigd, wordt een tweede vergadering bijeengeroepen,
te houden binnen twee maanden na de eerste, in welke tweede
vergadering alsdan, ongeacht het vertegenwoordigde kapitaal,
over zodanige onderwerpen geldige besluiten kunnen worden genomen
met drie/vierde der uitgebrachte stemmen.

3. Ingeval van ontbinding der vennootschap zal de liquidatie
geschieden onder zulke bepalingen als de algemene vergadering
van aandeelhouders zal besluiten.

4. Gedurende tien jaren na afloop der vereffening blijven de
boeken en bescheiden der vennootschap berusten onder degene, die
daartoe door de algemene vergadering is aangewezen.
Tenslotte verklaarde de komparante, handelend als gemeld:
dat het boekjaar der vennootschap samenvalt met het kalenderjaar,
tenzij de algemene vergadering anders besluit;
dat het lopende boekjaar eindigt op een en dertig december
tweeduizend en een;
dat de direktie van de vennootschap ten tijde van de
inwerkingtreding van deze zetelverplaatsing wordt gevormd door
de heer J. Bradford James, wonende in de Verenigde Staten van
Amerika;
dat ten tijde van de inwerkingtreding van deze zetelverplaatsing
alle eenhonderd vier en zeventig duizend tweehonderd en vijftig
(174.250) aandelen zijn geplaatst;

Mr. M.L. ALEXANDER                  /s/ M.L. ALEXANDER
    NOTARIS


24 JULI 2001

EX-3.I(L)

                                                                Exhibit 3.i(l)

                                    RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                           IMC INORGANIC CHEMICALS INC

         FIRST: The name of the corporation is IMC Inorganic Chemicals Inc.


         SECOND: The address of the Corporation's registered office in the State
of Delaware is 1209 Orange St. Wilmington, DE 19801, County of New Castle. The
name of the Corporation's registered agent at such address is The Corporation
Trust Company.

         THIRD: The purpose of the Corporation is to engage in any lawful
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

         FOURTH: The total number of shares of all classes of capital stock
which the Corporation shall have the authority to issue is 1,000 shares of
common stock with $1.00 par value.

         FIFTH: In furtherance and not in limitation of the powers conferred by
the statute, the Board of Directors is expressly authorized to make, alter or
repeal the Bylaws of the Corporation subject to any specific limitation on such
power in any Bylaws adopted by the stockholders. Election of directors need not
be by written ballot unless the Bylaws of the Corporation so provide.

         SIXTH: A director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the directors duty
of loyalty to the Corporation or its stockholder (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
the law, (iii) under Section 174 of the General Corporation Law of Delaware or
(iv) for any transaction from which the director derived an improper personal
benefit. If the General Corporation Law of Delaware is amended to authorize
corporate action further eliminating or limiting personal liability of a
director, then the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the General Corporation
Law of Delaware as so amended. Any repeal or modification of this Article SIXTH
by the stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.

         SEVENTH: Each person who is or was a director or officer of the
Corporation, and each person who serves or served at the request of the
Corporation as a director or officer of another enterprise shall be indemnified
by the Corporation in accordance with, and to the fullest extent authorized by,
the General Corporation Law of Delaware as it may be in effect from time to
time.





         EIGHTH: The Corporation reserved the right to amend, alter, change or
repeal any provision contained in this Restated Certificate of Incorporation, in
the manner now or hereafter prescribed by the statute, and all rights conferred
upon the stockholders herein are granted subject to this reservation.






                                      2

EX-3.I(M)

                                                                EXHIBIT 3.i(m)

                    RESTATED CERTIFICATE OF INCORPORATION

                                      OF

                         GREAT SALT LAKE MINERALS AND
                            CHEMICALS CORPORATION


                       Under Section 245 of the General
                   Corporation Law of the State of Delaware


         GREAT SALT LAKE MINERALS AND CHEMICALS CORPORATION, a corporation

organized and existing under and by virtue of the General Corporation Law of

the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY:

         FIRST:   That the original Certificate of Incorporation of the
Corporation was filed with the Secretary of State, Dover, Delaware, on the
7th day of February, 1967 and that the Restated Certificate of Incorporation
of the Corporation was filed with the Secretary of State, Dover, Delaware, on
the 3rd day of March, 1989.

         SECOND:  That the Restated Certificate of Incorporation of the
Corporation has been duly adopted in accordance with the provisions of
Section 141(f), 228(a), 242 and 245 of the General Corporation Law of the
State of Delaware.

         THIRD:   That the text of the Certificate of Incorporation of the
Corporation is hereby restated by this Certificate, to read in full, as
follows:




                                   RESTATED
                         CERTIFICATE OF INCORPORATION
                                     -of-
                         GREAT SALT LAKE MINERALS AND
                            CHEMICALS CORPORATION


                                   -oo0oo-


         FIRST:   The name of the Corporation is Great Salt Lake Minerals and
Chemicals Corporation (hereinafter sometimes called the "Corporation").

         SECOND:  The address of the Corporation's registered office in the
State of Delaware is Corporation Trust Center, 1209 Orange Street, City of
Wilmington, County of New Castle, State of Delaware 19801. The name of its
registered agent at such address is The Corporation Trust Company.

         THIRD:   The nature of the business or purposes to be conducted or
promoted are to engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of the State of Delaware.

         FOURTH:  The total number of shares of stock which the Corporation
shall have authority to issue is 30,000 shares, consisting of:



                                      -2-

         1.  20,000 shares of Preferred Stock, par value $.01 per share
("Preferred Stock"); and

         2.  10,000 shares of Common Stock, par value $.01 per share ("Common
Stock").


                          PREFERRED STOCK

Part 1.  DIVIDENDS

         1A.  GENERAL OBLIGATION. When, as and if declared by the Board of
Directors of the Corporation, and to the extent permitted under the General
Corporation Law of the State of Delaware, the Corporation will pay
preferential cumulative dividends out of funds legally available for the
payment of dividends to the holders of Preferred Stock at the times and in
the amounts provided for in this Part 1. Except as otherwise provided herein,
cumulative dividends on Preferred Stock will accrue on a daily basis
(computed on the basis of a 360-day year of twelve 30-day months) at the rate
of 14% of the Stated Value per year (subject to adjustment as provided in
Part 5), from and including the date of issuance of such Preferred Stock to
but excluding the date on which the Redemption Price of such Preferred Stock
is paid. Such dividends will accrue and be cumulative whether or not they
have been declared and whether or not there are profits, surplus or other
funds of the Corporation legally available for the payment of dividends. The
date on which the Corporation initially issues any share of Preferred Stock
will be deemed to be its "date of issuance" regardless of the number of times
transfer of such share of Preferred Stock is made on the stock records of the
Corporation, and regardless of the number of certificates which may be issued
to evidence such share of Preferred Stock.

         1B.  PAYMENT OF DIVIDENDS. Dividends accrued on the Preferred Stock
shall be payable on March 31, June 30, September 30 and December 31 in each
year (each such date being herein referred to as a "Dividend Reference
Date"), commencing on June 30, 1990. Such dividends shall be paid to the
holders of record at the close of business on the date specified by the Board
of Directors at the time such dividend is declared; PROVIDED, HOWEVER, that
such date shall not be more than ten days prior to the respective Dividend
Reference Date. To the extent not paid on any Dividend Reference Date, all
dividends which have accrued



                                      -3-


on each share of Preferred Stock then outstanding during the period from and
including the immediately preceding Dividend Reference Date (or from the date
of original issue of the Preferred Stock in the case of the initial Dividend
Reference Date) to such Dividend Reference Date will be added to the Stated
Value of such share of Preferred Stock and will remain a part thereof until
such dividends are paid. Any dividends payable with respect to the Preferred
Stock during the first three years after the date of issuance may be paid
(subject to restrictions under applicable state law), in the sole discretion
of the Board of Directors, in case or by issuing additional fully paid and
nonassessable shares of Preferred Stock, having an aggregate Stated Value
equal to the amount of such dividend, and the issuance of such additional
shares shall constitute full payment of such dividend. Dividends payable with
respect to the Preferred Stock after the first three years after the date of
issuance are payable only in cash. All shares of Preferred Stock which may be
issued as a dividend with respect to the Preferred Stock will thereupon be
duly authorized, validly issued, fully paid and nonassessable and free of all
liens and charges.

     1C.  DISTRIBUTION OF PARTIAL DIVIDEND PAYMENTS.  If at any time the
Corporation distributes less than the total amount of dividends then accrued
with respect to Preferred Stock, such payment will be distributed among the
holders of Preferred Stock so that an equal amount will be paid (as nearly as
possible) with respect to each outstanding share of Preferred Stock.

     1D.  PRIORITY.  So long as any Preferred Stock remains outstanding,
neither the Corporation nor any of its subsidiaries will redeem, purchase or
otherwise acquire any Junior Securities, nor will the Corporation declare or
pay any dividend or make any distribution upon Junior Securities in excess of
$50,000 per year if immediately after such redemption, purchase, acquisition,
dividend or distribution any Event of Noncompliance of the type described in
paragraphs (1) or (2) of Subpart 5A would exist with respect to the Preferred
Stock, or if the Corporation shall have failed to pay the full amount of
dividends accrued on the Preferred Stock as of the most recent Dividend
Reference Date.

     1E.  LIMITATION ON DIVIDEND RESTRICTIONS.  The Corporation shall not,
and shall not permit any subsidiaries to, agree to any provision in any
agreement (other than those in the Credit Agreement on the date hereof or in
connection with any refinancing or refunding



                                      -4-


thereof which is no more restrictive than the restrictions contained in the
Credit Agreement on the date hereof), which would impose any restrictions on
the Corporation's right to declare and pay dividends on or make any mandatory
redemption of Preferred Stock.

Part 2.  LIQUIDATION.

     Upon any voluntary or involuntary liquidation, dissolution or winding up
of the affairs of the Corporation, the holders of shares of Preferred Stock
then outstanding will be entitled to be paid out of the assets of the
Corporation available for distribution to stockholders (whether from capital,
surplus or earnings), before any distribution or payment is made upon any
Junior Securities of the Corporation, an amount in cash equal to the
aggregate Liquidation Value of all Preferred Stock outstanding to the date
fixed for liquidation, dissolution or winding up. The holders of Preferred
Stock will not be entitled to any further payment. If, upon any such
liquidation, dissolution or winding up of the Corporation, the assets of the
Corporation to be distributed among the holders of Preferred Stock are
insufficient to permit payment to such holders of the aggregate amount which
they are entitled to be paid, then the entire assets of the Corporation to be
distributed to such holders will be distributed ratably among such holders
based upon the aggregate Liquidation Value of the Preferred Stock held by
each such holder. The Corporation will mail written notice of such
liquidation, dissolution or winding up, not less than 30 days prior to the
payment date stated therein, to each record holder of Preferred Stock.
Neither the consolidation or merger of the Corporation into or with any other
corporation or corporations, nor the sale or transfer by the Corporation of
all or any part of its assets, nor the reduction of the capital stock of the
Corporation, will be deemed to be a liquidation, dissolution or winding up of
the Corporation within the meaning of this Part 2 unless such consolidation,
merger, sale or transfer shall be in connection with a plan of liquidation,
dissolution or winding up of the business of the Corporation.

Part 3.  REDEMPTIONS.

     3A.  REDEMPTION AT THE OPTION OF THE CORPORATION.  Subject to the legal
availability of funds, any contractual restrictions then binding on the
Corporation (including restrictions under the Credit Agreement) and
applicable




                                      -5-


state law, the Corporation may redeem at its option, at any time, all or any
portion of the Preferred Stock then outstanding at a price per share of
Preferred Stock equal to the Redemption Price.

     3B.  MANDATORY REDEMPTION.  At the earlier of (i) March 30, 2000, (ii)
the merger of the Corporation with or into another corporation whereby the
Corporation is not the corporation surviving the merger other than a merger
with a subsidiary of North American Salt Company, (iii) the sale of all or
substantially all of the assets of the Corporation or (iv) the date on which
the preferred stock of North American Salt Company is redeemed or required to
be redeemed pursuant to the terms of the Certificate of Incorporation of
North America Salt Company, the Corporation will redeem all of the shares of
Preferred Stock then outstanding at a price per share of Preferred Stock
equal to the Redemption Price.

     3C.  REDEMPTION PRICE.  For each share of Preferred Stock which is to be
redeemed pursuant to this Part 3, the Corporation will be obligated on (i)
the date designated by the Corporation for redemption of Preferred Stock in
connection with Subpart 3A or (ii) the date any of the events specified in
the first sentence of Subpart 3B occur (each such date being herein referred
to as a "Redemption Date" as further defined in Part 6) to pay to the holder
thereof (upon surrender by such holder at the Corporation's principal office
of the certificate representing such shares of Preferred Stock) an amount in
cash equal to the Redemption Price. If the funds of the Corporation legally
available for redemption of Preferred Stock on any Redemption Date are
insufficient to redeem the total number of shares of Preferred Stock to be
redeemed on such date, those funds which are legally available will be used
to redeem the maximum possible number of shares of Preferred Stock ratably
among the holders of the Preferred Stock to be redeemed. At any time
thereafter when additional funds of the Corporation are legally available for
the redemption of Preferred Stock, such funds will immediately be used to
redeem the balance of the Preferred Stock which the Corporation has become
obligated to redeem on any Redemption Date but which it has not redeemed.

     3D.  NOTICE OF REDEMPTION.  The Corporation will mail written notice of
each redemption of Preferred Stock pursuant to Subpart 3A or 3B to each
record holder thereof, not more than 60 nor less than 10 days prior to the
date on which such redemption is to be made at such holder's address as the
same appears on the stock register of the



                                      -6-


Corporation; PROVIDED, HOWEVER, that no failure to give such notice nor any
defect therein shall affect the validity of the proceeding for the redemption
of any shares of Preferred Stock to be redeemed except as to the holder to
whom the Corporation has failed to give said notice or except as to the
holder whose notice was defective. Each such notice shall state: (i) the
Redemption date; (ii) the number of shares of Preferred Stock to be redeemed
and, if less than all the shares held by such holder are to be redeemed, the
number of shares of Preferred Stock held by such holder to be redeemed; (iii)
the Redemption Price; and (iv) the place or places where certificates for such
shares are to be surrendered for payment of the Redemption Price. In case
fewer than the total number of shares of Preferred Stock represented by any
certificate are redeemed pursuant to this Part 3, a new certificate
representing the number of unredeemed shares of Preferred Stock will be
issued to the holder thereof without cost to such holder promptly after
surrender of the certificate representing the redeemed shares of Preferred
Stock.

         3E.  DETERMINATION OF THE NUMBER OF SHARES OF EACH HOLDER'S
PREFERRED STOCK TO BE REDEEMED. The number of shares of Preferred Stock to be
redeemed from each holder thereof in partial redemptions by the Corporation
under Subpart 3A will be the number of shares of Preferred Stock determined
by multiplying the total number of shares of Preferred Stock desired to be
redeemed times a fraction, the numerator of which will be the total number of
shares of Preferred Stock then held by such holder and the denominator of
which will be the total number of shares of Preferred Stock then outstanding.

         3F.  DIVIDENDS AFTER REDEMPTION DATE. No share of Preferred Stock is
entitled to any dividends accruing after its Redemption Date. On such
Redemption Date all rights of the holder of such share of Preferred Stock
will cease, and such share of Preferred Stock will not be deemed to be
outstanding.

         3G.  REDEEMED OR OTHERWISE ACQUIRED SHARES. Any shares of Preferred
Stock which are redeemed or otherwise acquired by the Corporation or a
subsidiary will be canceled and will not be reissued, sold or transferred.



                                      -7-

Part 4.  VOTING RIGHTS.

         The outstanding shares of Preferred Stock shall have no voting
rights except as required by law and such additional voting rights as are set
forth below.

         4A.  No amendment, modification or waiver will be binding or
effective with respect to any provision of the Preferred Stock Section of
Article Fourth of this Restated Certificate of Incorporation unless approved
by the affirmative vote of the holders of at least a majority of the
outstanding shares of Preferred Stock voting together as a separate class.

         4B.  In addition to any other vote or consent of stockholders
required herein, the By-laws of the Corporation or by law, the affirmative
vote of all the holders of the outstanding shares of Preferred Stock, voting
together as a separate class, shall be necessary to change the rate or time
of payment of any dividends on, the time or amount of any redemption of, or
the amount of any payments upon liquidation of the Corporation with respect
to, the priorities afforded by the provisions of Subpart 1D for the benefit
of, shares of Preferred Stock or to amend Part 3 or this Part 4.

         4C.  The affirmative vote of the holders of at least a majority of
the outstanding shares of Preferred Stock voting together as a separate class
shall be necessary to:

              (i)     increase the number of authorized shares of Preferred
     Stock or authorize or issue any additional shares of any series of
     Preferred Stock or any shares of capital stock of the Corporation of any
     class, or any security or obligations convertible into any capital stock of
     the Corporation of any class, in each case ranking on a parity with or
     senior to the Preferred Stock as to distribution of assets in liquidation
     or in right of payment of dividends;

              (ii)    permit the sale, lease or conveyance of all or
     substantially all of the property or business of the Corporation or the
     consolidation or, except with a subsidiary of North American Salt Company,
     merger of the Corporation with or into any other corporation unless in any
     of the circumstances set forth above the Corporation shall have exercised
     its option to redeem all of the shares of Preferred Stock



                                      -8-

     pursuant to Subpart 3A out of legally available funds; or

              (iii)   change by amendment to the Corporation's Certificate of
     Incorporation or otherwise, the terms or provisions of the Preferred Stock
     so as to adversely affect the powers, special rights and preferences of the
     holders thereof.

Part 5.  EVENTS OF NONCOMPLIANCE.

         5A.  DEFINITION. An Event of Noncompliance ("Event of Noncompliance")
will be deemed to have occurred with respect to Preferred Stock if:

         (1)  the Corporation fails to pay on any Dividend Reference Date the
full amount of dividends then accrued; or

         (2)  the Corporation fails to make any redemption payment with respect
to the Preferred Stock which it is obligated to make.

         5B.  CONSEQUENCES OF EVENT OF NONCOMPLIANCE.

         (1)  From and after the occurrence of an Event of Noncompliance
specified in Subpart 5A(1) above, the rate at which dividends on the
Preferred Stock provided for herein accrue will be increased to 14.25% per
annum of the Stated Value thereof, and such dividend accrual rate will
further increase by .25% from and after the ninetieth day following the
occurrence of such Event of Noncompliance and will further increase by .25%
from and after the end of each succeeding 90 day period thereafter as long as
there is continuing in existence any such Event of Noncompliance, but not to
a rate in excess of 17% per annum. From and after the occurrence of an Event
of Noncompliance specified in Subpart 5A(2) above, the rate at which
dividends on the Preferred Stock provided for herein accrue will be increased
to 17% per annum of the Stated Value thereof so long as there is continuing
in existence any such Event of Noncompliance. From and after such time as
there is no such Event of Noncompliance continuing in existence, dividends on
the Preferred Stock shall accrue at the rate provided for in Part 1 until the
occurrence of another Event of Noncompliance, whereupon the rate at which
dividends on the Preferred Stock will accrue will be increased in the manner
and subject to the conditions set forth in this Subpart 5B.



                                      -9-

        (2)  If any Event of Noncompliance exists, each holder of Preferred
Stock will also have any other rights which such holder may have been afforded
under any contract or agreement at any time and any other rights which such
holder may have pursuant to applicable law.

Part 6.  DEFINITIONS.

        For purposes of Article Fourth of this Restated Certificate of
Incorporation, the following terms shall have the following meanings:

        "CREDIT AGREEMENT" means the Credit Agreement dated as of March 3, 1989
among the Corporation, each of the banks that is a signatory thereto and The
Chase Manhattan Bank (National Association) as agent, and the agreements entered
into in connection therewith, as the same may be amended, endorsed, supplemented
or otherwise modified from time to time.

        "DIVIDEND REFERENCE DATE" shall have the meaning set forth in Subpart
1B.

        "EVENT OF NONCOMPLIANCE" shall have the meaning set forth in Part 5.

        "JUNIOR SECURITY" means any equity security of any kind which the
Corporation or any subsidiary at any time issues or is authorized to issue other
than the Preferred Stock.

        "LIQUIDATION VALUE" of any share of Preferred Stock as of any particular
date will be equal to the sum of $1,000 plus an amount in cash equal to all
accrued but unpaid dividends (whether or not earned or declared) thereon.

        "PERSON" means an individual, a partnership, a corporation, a trust, an
estate, a joint venture, an unincorporated organization or a government or any
department or agency thereof.

        "REDEMPTION DATE" as to any share of Preferred Stock means the date
specified in the notice of any redemption at the Corporation's option, or the
applicable date specified herein in the case of a redemption pursuant to the
provisions of Subpart 3B; PROVIDED that no such date will be a Redemption Date
unless the Redemption Price is paid in full in cash on such date, and if not so
paid in



                                     -10-

full, the Redemption Date will be the date on which such Redemption Price is
fully paid as permitted and required by Article Fourth of this Restated
Certificate of Incorporation.

        "REDEMPTION DEFAULT" shall have the meaning set forth in Subpart 4D.

        "REDEMPTION PRICE" for any share of Preferred Stock as of any particular
date will be an amount equal to the Liquidation Value of such share of Preferred
Stock.

        "STATED VALUE" of any share of Preferred Stock as of any particular date
will be equal to the sum of $1,000 plus an amount equal to all unpaid dividends
required to be added thereto as provided in Subpart 1B.

Part 7.  NOTICES.

        All notices referred to herein, except as otherwise expressly provided,
will be made by registered or certified mail, return receipt requested, postage
prepaid and will be deemed to have been given when so mailed.

Part 8.  REGISTRATION OF TRANSFER.

        The Corporation shall keep at its principal office (or such other place
as the Corporation reasonably designates) a register for the registration of
shares of Preferred Stock of the Corporation. Upon the surrender of any
certificate representing shares of Preferred Stock at such place, the
Corporation shall, at the request of the registered holder of such certificate,
execute and deliver a new certificate or certificates in exchange therefor
representing in the aggregate the number of shares of Preferred Stock
represented by the surrendered certificate (and the Corporation forthwith shall
cancel such surrendered certificate), subject to the requirements of applicable
securities laws and to any restrictions on transfer (including without
limitation, those referred to in any legend on the certificate so surrendered).
Each such new certificate shall be registered in such name and shall represent
such number of shares of Preferred Stock as is requested by the holder of the
surrendered certificate and shall be substantially identical in form to the
surrendered certificate. The issuance of new certificates shall be made without
charge to the holders of the surrendered certificates for any issuance tax in
respect thereof or



                                     -11-

other cost incurred by the Corporation in connection with such issuance;
PROVIDED, HOWEVER, that the Corporation shall not be required to pay any tax
which may be payable in respect of any transfer involved in the issuance and
delivery of any certificate in a name other than that of the holder of the
surrendered certificate.

Part 9.  REPLACEMENT.

        Upon receipt of evidence reasonably satisfactory to the Corporation (an
affidavit of the registered holder shall be satisfactory) of the ownership and
the loss, theft, destruction or mutilation of any certificate evidencing one or
more shares of Preferred Stock and, in the case of any such loss, theft or
destruction, upon receipt of indemnity reasonably satisfactory to the
Corporation (provided that if the holder is an institution, its own unsecured
agreement of indemnity shall be satisfactory), or, in the case of any such
mutilation, upon surrender of such certificate, the Corporation shall (at its
expense) execute and deliver in lieu of such certificate a new certificate of
like kind representing the number of shares of Preferred Stock represented by
such lost, stolen, destroyed or mutilated certificate and dated the date of such
lost, stolen, destroyed or mutilated certificate.

        FIFTH: The following additional provisions are inserted for the
management of the business and for the conduct of the affairs of the
Corporation, and for the creation, definition, limitation and regulation of the
powers of the Corporation, the directors and the stockholders:

        1.  Election of directors need not be by written ballot. The Board of
Directors shall have power to make, alter, amend and repeal the By-Laws of the
Corporation and to fix the compensation of directors for services in any
capacity.

        2.  Any director may be removed at any time, with or without cause, upon
the affirmative vote of the holders of a majority of the stock of the
Corporation at that time having voting power for the election of directors;
provided, however, that no director who shall have been elected by the holders
of a separate class of stock shall be removed under the provisions of this
subdivision except upon the affirmative vote of the holders of a majority of the
class whose holders elected him, if such holders are then entitled to vote for
the election of directors.



                                      -12-

     3. Any corporate action, with respect to which the vote of the
stockholders at a meeting thereof is required or permitted by any provision
of the General Corporation Law of the State of Delaware or of the Certificate
of Incorporation or the By-Laws of the Corporation, is authorized to be taken
and may be taken without that vote and meeting, and that vote and meeting may
be dispensed with, upon the written consent of the holders of a majority (or,
if with respect to a particular corporate action where the General
Corporation Law of the State of Delaware or the Certificate of Incorporation
or the By-Laws of the Corporation specifies a greater percentage, by the
holders of that greater percentage) of the stock that would have been
entitled to vote upon that action if a meeting were held. Prompt notice shall
be given to all stockholders of the taking of any corporate action pursuant
to the provisions of this paragraph 3 unless that action has been consented to
in writing by the holders of all of the stock that would have been entitled
to vote upon that action if a meeting were held.

     4.  A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived
an improper personal benefit.

     5. The Corporation shall not be governed by Section 203 of the Delaware
General Corporation Law.

     SIXTH:  The Corporation shall indemnify any person who was or is a party,
or is threatened to be made a party, to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, including an action by or in the right of the Corporation, by
reason of the fact that he, or the person whose legal representative he is,
(1) is or was a stockholder, director, officer, employee or agent of the
Corporation (including the incorporator thereof), or (2) is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
or (3) is or was a director, officer or employee of the Corporation serving
at the request of the Corporation as a fiduciary of an employee benefit plan
or trust maintained



                                      -13-

for the benefit of employees of the Corporation or employees of any such
other enterprise, partnership, joint venture, trust, or other enterprise,
against judgments, fines, penalties, amounts paid in settlement, and
expenses, including attorneys' fees, actually and reasonably incurred by him
and the person whose legal representative he is, in connection with such
action, suit or proceeding, or any appeal therein, to the fullest extent
permitted by law.

     Expenses which may be indemnifiable under this Section incurred in
defending an action, suit or proceedings may be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding as
authorized by the Board of Directors upon agreement by or on behalf
of the stockholder, director, officer, employee or agent, or his legal
representative, to repay such amount if he is later found not entitled to be
indemnified by the Corporation as authorized in this section.

     The Corporation shall not indemnify any stockholder, director, officer,
employee or agent against judgments, fines, amounts paid in settlement and
expenses, including attorneys' fees, to an extent greater than that
authorized by this section, but the Corporation may procure insurance
providing greater indemnification and may share the premium cost with any
stockholder, director, officer, employee or agent on such basis as may be
agreed upon.



     IN WITNESS WHEREOF,  the Corporation has caused this Certificate to be
signed by Anthony J. Petrocelli, its Vice President, and attested by Richard
J. Donahue, its Vice President and Secretary, this 29th day of March, 1990.


                                       GREAT SALT LAKE MINERALS
                                         & CHEMICALS CORPORATION

                                       By: /s/ Anthony J. Petrocelli
                                          -------------------------------------
                                          Name:  Anthony J. Petrocelli
                                          Title: Vice President


ATTEST:

By: /s/ Richard J. Donahue
   ------------------------------------
   Name:  Richard J. Donahue
   Title: Vice President and Secretary



STATE OF NEW YORK   )
                    :  SS:
COUNTY OF NEW YORK  )


         BE IT REMEMBERED that on this 29th day of March, 1990, personally
came before me Barbara J. Ellis, a Notary Public in and for the County and
State aforesaid, Anthony J. Petrocellie and Richard J. Donahue, parties to
the foregoing Certificate of Incorporation, known to me personally to be
such, and acknowledged that it is the act and deed of each of them and that
the facts stated herein are true.

         GIVEN under my hand and seal of office the day and year aforesaid.



                                            /s/ Barbara J. Ellis
                                            -----------------------------------
                                            NOTARY PUBLIC

                                                      Barbara J. Ellis
                                                 Notary [ILLEGIBLE] New York
                                                        [ILLEGIBLE]
                                                 Qualified in New York County
                                               Commission Expires April 17, 1991




                          CERTIFICATE OF AMENDMENT

                                    TO THE

                    RESTATED CERTIFICATE OF INCORPORATION

                                      OF

              GREAT SALT LAKE MINERALS AND CHEMICALS CORPORATION


         GREAT SALT LAKE MINERALS AND CHEMICALS CORPORATION, a corporation

organized and existing under and by virtue of the General Corporation Law of

the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY:

         FIRST:   That the Board of Directors of the Corporation duly adopted
a resolution setting forth a proposed amendment to the Restated Certificate
of Incorporation of the Corporation, declaring said amendment to be advisable
and calling a meeting of the stockholders of the Corporation for
consideration thereof. The resolution setting forth the proposed amendment is
as follows:

         RESOLVED, that Article First of the Restated Certificate of
     Incorporation of the Corporation be amended, and as amended said Article
     shall be and read in its entirety as follows:

         "FIRST:  The name of the Corporation is Great Salt Lake Minerals
         Corporation (hereinafter sometimes called the "Corporation")."

         SECOND:  That in lieu of a meeting and vote of stockholders, the
holder of all of the outstanding stock of the Corporation has given its
unanimous written consent to said amendment in accordance with the provisions
of Section 228 of the General Corporation Law of the State of Delaware.

         THIRD:   That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.



         IN WITNESS WHEREOF, the Corporation has caused this certificate of
amendment to be signed by Max J. Reynolds, its Vice President and Assistant
Treasurer, and attested by Kenneth L. Warnick, its Vice President, Secretary
and Treasurer, as of the 8th day of October, 1991.


                                            GREAT SALT LAKE MINERALS
                                            AND CHEMICALS CORPORATION


                                            By: /s/ Max J. Reynolds
                                                --------------------------
                                                Max J. Reynolds
                                                Vice President



ATTEST:


/s/ Kenneth L. Warnick
- --------------------------
Kenneth L. Warnick,
Vice President, Secretary
and Treasurer



                          CERTIFICATE OF AMENDMENT
                                      TO
                    RESTATED CERTIFICATE OF INCORPORATION
                                      OF
                     GREAT SALT LAKE MINERALS CORPORATION




         The undersigned officers, Marschall I. Smith and Rose Marie
Williams, Vice President and Assistant Secretary, and Secretary, respectively
of Great Salt Lake Minerals Corporation, a corporation organized and existing
under the General Corporation Law of the State of Delaware (the
"Corporation"), do hereby certify that:

1.   Article FIRST of the Restated Certificate of Incorporation of the
     Corporation is hereby amended in its entirety as follows:

         "FIRST:  The name of the corporation is IMC Kalium Ogden Corp."

2.   This Certificate of Amendment was duly adopted by unanimous consent of
     the directors and sole voting stockholder of the Corporation according to
     the provisions of Sections 141(f), 229 and 242 of the General Corporation
     Law of the State of Delaware.


         IN WITNESS WHEREOF, the undersigned have hereunto subscribed their
names this 18th day of June, 1998.

[SEAL]

                                            GREAT SALT LAKE MINERALS
                                            CORPORATION


                                            By: /s/ Marschall I. Smith
                                                --------------------------
                                                Marschall I. Smith
                                                Vice President and
                                                Assistant Secretary


Attest:


/s/ Rose Marie Williams
- --------------------------
Rose Marie Williams
Secretary

EX-3.I(U)

                                                                 Exhibit 3.i(u)


                          CERTIFICATE OF INCORPORATION
                                      OF
                        KALIUM CARLSBAD CHEMICAL COMPANY



          FIRST:  The name of the Corporation is Kalium Carlsbad Chemical
Company.

          SECOND:  The address of the Corporation's registered office in the
State of Delaware is 1013 Centre Road, Wilmington, 19805, County of New
Castle. The name of the Corporation's registered agent at such address is
Corporation Service Company.

          THIRD:  The purpose of the Corporation is to engage in any lawful
act of activity for which corporations may be organized under the General
Corporation Law of Delaware.

          FOURTH:  The total number of shares of all classes of capital stock
which the Corporation shall have the authority to issue is 1,000 shares of
common stock with a par value of $1.00 per share.

          FIFTH:  The names and mailing address of the incorporators are
Robert J. Lewis and Betty Ann Thornson, both c/o Sidley & Austin, One First
National Plaza, Chicago, Illinois 60603.

          SIXTH:  In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors is expressly authorized to make,
alter or repeal the Bylaws of the Corporation, subject to any specific
limitation on such power contained in any Bylaws adopted by the stockholders.
Elections of directors need not be by written ballot unless the Bylaws of the
Corporation so provide.

          SEVENTH:  A director of the Corporation shall not be personally
liable to the Corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, except for liability (i) for any breach of
the director's duty of loyalty to the Corporation or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
General Corporation Law of Delaware, or (iv) for any transaction from which
the director derived an improper personal benefit. If the General Corporation
Law of Delaware is amended to authorize corporate action further eliminating
or limiting the personal liability of directors, then the liability of a
director of the Corporation shall be eliminated or limited to the fullest
extent permitted by the General Corporation Law of Delaware, as so amended.
Any repeal or modification of this Article Seventh by the stockholders of
the Corporation shall not adversely affect any right or protection of a
director of the Corporation existing at the time of such repeal or
modification.





          EIGHTH:  Each person who is or was a director or officer of the
Corporation, and each person who serves or served at the request of the
Corporation as a director or officer of another enterprise, shall be
indemnified by the Corporation in accordance with, and to the fullest extent
authorized by, the General Corporation Law of Delaware as it may be in effect
from time to time.

          NINTH:  The corporation reserves the right to amend, alter, change
or repeal any provision contained in this Certificate of Incorporation, in
the manner now or hereafter prescribed by statute, and all rights conferred
upon the stockholders herein are granted subject to this reservation.

          THE UNDERSIGNED, being the incorporators named above, have executed
this Certificate of Incorporation of Kalium Carlsbad Chemical Company on
June 14, 1996.



/s/ Robert J. Lewis                       /s/ Betty Ann Thornson
- ---------------------------------         -----------------------------------
Robert J. Lewis                           Betty Ann Thornson






















                             CERTIFICATE OF AMENDMENT
                                       TO
                           CERTIFICATE OF INCORPORATION
                                       OF
                          KALIUM CARLSBAD CHEMICAL COMPANY


          Kalium Carlsbad Chemical Company, a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:


1.   That the Incorporators of said corporation, by written consent, adopted
     a resolution adopting the following amendment to the Certificate of
     Incorporation:

          RESOLVED, that the Certificate of Incorporation is hereby amended
     by striking out Article One thereof and by substituting in lieu of said
     Article the following new Article:


                                   ARTICLE ONE

              The name of the corporation (hereinafter called the
              corporation) is IMC Kalium Carlsbad Potash Company.


2.   That the corporation has not received any payment for any of its stock.

3.   That the aforesaid amendment was duly adopted in accordance with the
     applicable provisions of Section 241 of the General Corporation Law of the
     State of Delaware.


          IN WITNESS WHEREOF, the undersigned corporation has caused this
Certificate of Amendment to be signed by Robert J. Lewis and Betty Ann
Thornson, being all the Incorporators as of the 19th day of June, 1996.

KALIUM CARLSBAD CHEMICAL COMPANY





By: /s/ Robert J. Lewis                     By: /s/ Betty Ann Thornson
   ----------------------------------          ---------------------------------
    Robert J. Lewis                              Betty Ann Thornson
    Incorporator                                 Incorporator












                        CERTIFICATE OF AMENDMENT
                                 OF
                     CERTIFICATE OF INCORPORATION
                 OF IMC KALIUM CARLSBAD POTASH COMPANY

        The undersigned officer, Rose Marie Williams, Secretary, of IMC
Kalium Carlsbad Potash Company, a corporation organized and existing under
the General Corporation Law of the State of Delaware (the "Company"), does
hereby certify that:

1.      Article One of the Certificate of Incorporation of the Company is hereby
    amended in its entirety as follows:

                             "ARTICLE ONE

            The name of the corporation is IMC Potash Carlsbad Inc."

2.      This Certificate of Amendment was duly adopted by sole director and the
    sole stockholder of the Company according to the provisions of Sections
    141(f), 228 and 242 of the General Corporation Law of the State of
    Delaware.

        IN WITNESS WHEREOF, I have hereunto subscribed my name this 23 day of
JUNE, 2000.

                             IMC KALIUM CARLSBAD POTASH COMPANY

[SEAL]                       By: /s/ Rose Marie Williams
                                ---------------------------------
                                 Rose Marie Williams
                                 Secretary



                                                 STATE OF DELAWARE
                                                 SECRETARY OF STATE
                                              DIVISION OF CORPORATIONS
                                              FILED 04:00 PM 06/29/2001
                                                010317564 - 2634147

                          CERTIFICATE OF AMENDMENT
                                     TO
                        CERTIFICATE OF INCORPORATION
                                     OF
                          IMC POTASH CARLSBAD INC.

                                    *****

                   Adopted in accordance with the provisions
                 of Section 242 of the General Corporation Law
                          of the State of Delaware

                                    *****

        Rose Marie Williams, being the duly elected Secretary of IMC Potash
Carlsbad Inc., a corporation duly organized and existing under and by virtue
of the General Corporation Law of the State of Delaware (the "Company"), does
hereby certify as follows:

        FIRST:  That effective June 30, 2001, the Certificate of
Incorporation of the Company be, and hereby is, amended by deleting Article
FOURTH in its entirety and substituting in lieu thereof a new Article FOURTH
to read as set forth in EXHIBIT A attached hereto.

        SECOND:  That the sole director of the Company approved the amendment
by written consent pursuant to the provisions of Sections 141(f) and 242 of
the General Corporation Law of the State of Delaware and directed that such
amendment be submitted to the sole stockholder of the Company for its
consideration, approval and adoption thereof.

        THIRD:  That the sole stockholder of the Company approved the
amendment by written consent in accordance with Sections 228 and 242 of the
General Corporation Law of the State of Delaware.

                                    *****



        IN WITNESS WHEREOF, I have hereunto subscribed my name this 29th day
of June, 2001.

                             IMC POTASH CARLSBAD INC.,
                             a Delaware corporation


                             By: /s/ Rose Marie Williams
                                ---------------------------------
                                 Rose Marie Williams
                                 Secretary


                                                                    EXHIBIT A

FOURTH:


          A.   AUTHORIZED SHARES. The total number of shares of capital stock
which the Corporation has authority to issue is Two Thousand (2,000) shares
of common stock with a par value of $1.00 per share (the "COMMON STOCK")

          B.   STOCK SPLIT.  Immediately upon the filing of the Certificate
of Amendment to the Certificate of Incorporation with the Secretary of State
of the State of Delaware (the "EFFECTIVE TIME"), each share of Common Stock
outstanding at the Effective Time shall be, without further action by the
Corporation or any of the holders thereof, changed and converted into a
number of shares of Common Stock equal to that number determined by
multiplying each outstanding share of Common Stock by 1.802. Each certificate
then outstanding representing shares of Common Stock shall automatically
represent from and after the Effective Time that number of shares of Common
Stock equal to the number of shares shown on the face of the certificate
multiplied by 1.802.

          C.   TRANSFER RESTRICTIONS. The following provisions shall apply
with respect to the Common Stock authorized, issued, and outstanding from
time to time. The Corporation shall not issue shares of Common Stock unless
(i) IMC Canada Ltd., a company incorporated in Canada ("IMC CANADA"), shall
simultaneously issue Common Shares without par value ("IMC CANADA COMMON
SHARES") in equal number and (ii) IMC Global Netherlands B.V., a company
incorporated in The Netherlands ("IMC NETHERLANDS"), shall simultaneously
issue shares with a par value of ten Euro (EUR 10) per share ("IMC
NETHERLANDS COMMON SHARES") in equal number, and each such share of Common
Stock, IMC Canada Common Share and IMC Netherlands Common Share shall be
registered in the name of the same person or persons and issued to such
person or persons subject to the condition that such Common Stock, IMC Canada
Common Shares and IMC Netherlands Common Shares shall only be transferable,
repurchasable, or redeemable and otherwise dealt with together. The
Corporation will not take any action which will result in an increase or
decrease in the numbers of shares of Common Stock issued and outstanding
(including, but not limited to, through purchase, exchange, reclassification,
reorganization, consolidation, merger, split, reverse split, or dividend)
unless in connection therewith there is a commensurate increase or decrease,
as applicable, in the number of IMC Canada Common Shares and IMC Netherlands
Common Shares issued and outstanding such that each issued and outstanding
share of Common Stock continues to have an associated issued and outstanding
IMC Canada Common Share and IMC Netherlands Common Share. The Common Stock
shall not be transferable (including transfers to or by the Corporation), and
shall not be transferred on the books of the Corporation, unless in
connection therewith there is a transfer is made by the same transferor to
the same transferee of an equal number of IMC Canada Common Shares and IMC
Netherlands Common Shares. Each certificate representing shares of Common
Stock shall contain a legend in form and substance approved by the board of








directors of the Corporation with respect to the transfer restrictions set
forth in this Article Fourth.

EX-3.I(V)

                                                                Exhibit 3.i(v)


                              NAME AND DOMICILE
                                  ARTICLE 1

1. The name of the corporation shall be: "IMC POTASH COLONSAY N.V.".

In its foreign business transactions it may, instead of using the
abbreviation "N.V.", use the abbreviation "INC." or "LTD." in English and the
abbreviation "S.A." in Spanish and in French, in its name.

2. The corporation shall be domiciled in Curacao and may have branches and/or
branch offices elsewhere.

                                   PURPOSE
                                  ARTICLE 2

1. The purpose of the corporation shall be:

a. to invest its resources in securities such as shares and other
   certificates of participation, in bonds and other interest-bearing claims
   for debts under whatever name and in whatever form, to borrow money and
   to issue certificates of indebtedness therefor, as well as to lend money
   and to provide security in any form for the benefit of the corporation as
   well as for the benefit of third parties;

b. to acquire:

   (i)   returns, resulting from the alienation or granting of the
         right to make use of copyrights, patents, models, secret processes or
         formulas, trade marks and other such things;

   (ii)  royalties, including rents with regard to films or the use of
         industrial, commercial or scientific installations and with regard to
         the exploitation of any mine or quarry or any other natural resources
         and other immovables;

   (iii) remuneration for the rendering of technical assistance;

c. to acquire, possess, alienate, manage and develop real estate and/or
   any right to or interest in real estate, and to participate in any other
   enterprise or corporation with similar or related objects;

d. to lease, mortgage or in general to encumber real estate and any right
   thereto or interest therein;

e. the trade - including wholesale trade, intermediate trade and future
   trade in as well as the import and export of raw materials, minerals,
   metals, organic matter, semi-products and finished products of any nature
   and under any name;

f. to participate in and to manage enterprises and corporations.

g. to engage in all kinds of commercial activities, including but not
   limited to mining activities;

2. The corporation is authorized to perform everything requisite or
   profitable to the accomplishment of its purpose or incidental thereto or
   connected therewith in the widest sense of the word.

                                  DURATION
                                  ARTICLE 3

The duration of the corporation is to be unlimited.

                              CAPITAL AND SHARES
                                  ARTICLE 4

1. The authorized capital of the corporation shall be NINETY

                                                                              1





TWO MILLION ONE HUNDRED AND TEN THOUSAND UNITED STATES DOLLARS
(US$.92,110.00), divided into ninety two thousand one hundred and ten
(92,110) shares of One thousand United States dollar (US$.1,000.00) each,
numbered 1 through 92,110.

2. Sub-shares may be issued.

3. The shares shall be issued by the board of managing directors.

4. The board of managing directors shall determine the time and price of
issue of shares - which shall not be below par - and the time of payment of
calls, both for the shares subscribed for on incorporation and not paid up in
full, if any, and for the shares to be issued at a later date.

5. In subsequent issues of shares and on disposal by the corporation of any
shares acquired by the corporation in its own capital, the existing
shareholders shall be preferred in proportion to their holdings of shares
when the stock is made available, unless the general meeting of shareholders
decides otherwise.

6. The board of managing directors may without instructions from the general
meeting of shareholders conclude agreements:

- - related to the taking of shares whereby special obligations are imposed on
the corporation;

- - related to the acquisition of shares on a basis other than that on which
the public may participate in the corporation;

- - related to payment of calls on shares otherwise than by payment in legal
tender of the country where the corporation is registered.

                              PURCHASE OF SHARES
                                  ARTICLE 5

1. The corporation may acquire for its own account, for valuable
consideration, fully paid-up shares in its own capital, provided not less
than twenty per cent (20%) of its authorized capital continues to be held by
others, not by the corporation.

2. No voting rights nor preference on whatever account shall be attached to
the shares held by the corporation in its own capital and no distribution of
profits or of balance left on liquidation of the corporation shall be made on
such shares, nor shall they be counted when determining the quorum at any
meeting.

                     CLASSES OF SHARES, SHARE CERTIFICATES
                             AND SHARE REGISTER
                                  ARTICLE 6

1. At the option of the shareholder the shares may either be issued as
registered shares or, provided they have been paid up in full, as bearer
shares, and they shall be numbered from one.

2. Share certificates may be issued for the registered shares, at the request
of the shareholder. Share certificates shall be issued for the bearer shares.
All expenses for the issue of share certificates shall be charged to the
shareholder concerned.

3. Conversion of bearer shares into registered shares and vice versa shall,
at the shareholder's request, be made by recording such conversion in the
share register and in so far as necessary on the share certificate, if such
share


                                                                              2




certificate has been issued.

4. At the request of a shareholder share certificates may be issued for
several shares jointly. The holder of such share certificates may at any time
demand its conversion into share certificates representing a different number
of shares.

5. Share certificates shall be signed by a managing director or by a person
appointed for that purpose by the board of managing directors.

6. At the discretion of the board of managing directors each share
certificate may be provided with a set of dividend coupons and a talon
entitling the holder to obtain a new set of dividend coupons.

The dividend coupons and the talon shall have the same serial number as the
share certificate to which they belong. If dividend coupons have been issued,
payment of dividends shall be made against surrender of a dividend coupon,
which shall be a full discharge for the payment made by the corporation.

                                   ARTICLE 7

1. If a person has proved to the satisfaction of the board of managing
directors that a share certificate, dividend coupon or a talon belonging to
him has been lost or mislaid, a duplicate of such document may be issued at
the request of such person or the rightful claimant(s) to his property,
subject to such terms and guarantees as shall be determined by the board of
managing directors.

2. Upon issue of the new share certificates, dividend coupons or talons,
which shall contain an endorsement to the effect that they are duplicates,
their originals shall become null and void.

3. Damaged share certificates, dividend coupons or talons may be replaced by
new ones by the board of managing directors.

4. The damaged share certificates, dividend coupons or talons thus
surrendered shall immediately be destroyed by the board of managing directors.

All expenses related to the issue of duplicates or new documents shall be
charged to the applicant and shall be paid by him in advance, if so required.

                                   ARTICLE 8

1. Registered shares shall be entered in a register which shall be kept by
the board of managing directors or by a person appointed for that purpose by
the board of managing directors. The register shall state the shareholder's
name, his address or elected domicile and the quantity and serial numbers of
his shares.

2. Every transfer, transmission by descent or change of ownership of a
registered share and every conversion of a registered share into a bearer
share and vice versa shall be recorded in the share register.

3. Registered shares shall be transferred either by serving an instrument of
transfer upon the corporation or by written acknowledgement of the transfer
by the corporation.

4. If no share certificates have been issued, the entry in the register
stipulated in paragraph 2 of this article shall have the effect of a written
acknowledgement of the transfer by the corporation.

                                                                             3




If a share certificate has been issued, the acknowledgment shall be made by
an endorsement on the respective share certificate and signed by a managing
director or by a person thereto authorized by the board of managing directors.

                                   MANAGEMENT
                                    ARTICLE 9

1. The corporation shall be managed by a board of managing directors,
consisting of one or more managing directors. Legal entities may also be
appointed managing directors.

2. The managing directors shall be appointed by the general meeting of
shareholders and may at any time be suspended or removed from office by the
general meeting of shareholders. The board of managing directors is
authorized to grant personal titles such as president, vice-president,
treasurer and secretary to the managing directors.

3. The corporation shall be represented in court and otherwise by each of the
managing directors separately, also in the event of conflicting interests
between the corporation and one or more managing directors, either in a
private capacity or qualitate qua.

4. Without limiting its responsibility the board of managing directors has
authority to appoint attorneys in fact and to determine their powers and the
manner in which they are to represent the corporation and sign on its behalf.

5. Each managing director has the power to give a co-director a mandate to
represent the principal in the latter's capacity of a managing director at
meetings of the managing directors, with due observance of the terms of the
mandate.

6. Each managing director may in his capacity of managing director appoint by
telegram, telefax, telex or other writing a natural or legal person as his
proxy to represent him in his capacity of a managing director.
When issuing such a proxy the managing director may not exceed the authority
vested in him pursuant to these articles of association.

7. In the event of absence or prevention of one or more managing directors,
management shall rest entirely with the remaining managing director(s); if
all the managing directors are absent or prevented the corporation shall be
managed temporarily by a person appointed for that purpose by the general
meeting of shareholders.

In this last case the person appointed by the general meeting of shareholders
shall call a general meeting of shareholders as soon as possible in order to
provide definitively for a management.

As long as this has not been done, the acts of management of the person
appointed shall be restricted to those which cannot be delayed.

                   GENERAL MEETINGS OF SHAREHOLDERS
                              ARTICLE 10

1. General meetings of shareholders shall be held in Curacao, Bonaire, Sint
Eustatius, Saba or Sint Maarten (Netherlands Antilles).

2. The annual general meeting of shareholders shall be held within nine
months after the close of the fiscal year of the corporation.

Inter alia the following items shall be dealt with at that


                                                                               4


meeting:

a. the board of managing directors shall report on the course of business of
the corporation and on the management conducted in the fiscal year ended;

b. the balance sheet and profit and loss account shall be confirmed and
adopted after having been submitted along with an explanatory statement
indicating the standards applied in the appraisal of the movable and
immovable property of the corporation.

                                ARTICLE 11

1. Each of the managing directors and any number of shareholders representing
jointly not less than ten per cent of the subscribed capital have equal
authority to call a general meeting of shareholders.

2. The meeting shall be called through an advertisement inserted in a
newspaper published and widely circulated in the domicile of the corporation,
with due observance of at least a five days' notice, not counting the day of
the summons nor the day of the meeting. The advertisement shall state the
agenda of the meeting or it shall state that the agenda is available for
inspection by the shareholders at the office of the corporation.
Proposals on amendment of the articles of incorporation shall also be
mentioned in the advertisement.

3. Proposals to be submitted by shareholders on items to be dealt with at the
annual as well as at the special general meetings of shareholders shall only
be considered if presented to the board of managing directors in writing and
in sufficient time to allow them to be announced with due observance of the
notice and rules stipulated for the calling of a meeting.

4. If all the subscribed capital is represented at the general meeting of
shareholders, valid resolutions may be adopted, even if the rules of these
articles of incorporation on the summons or the announcement of the items to
be dealt with have not been complied with or only partially observed,
provided these resolutions are adopted unanimously.

5. General meetings shall be presided over by a person appointed by the
meetings for that purpose.

6. For the exercise of their rights at the meeting the holders of bearer
shares shall prove their ownership of the shares to the satisfaction of the
chairman of the meeting. At any rate they may establish such ownership by
depositing such shares (or a certificate of deposit of their shares, to the
satisfaction of the board of managing directors) at the office of the
corporation against a receipt, not later than on the day of the meeting, and
by producing the receipt at the meeting. The convening notice shall always
state this provision as well as the place and time at which such deposit is
to be made.

7. Shareholders may be represented at the meetings by a proxy appointed in
writing, telegraphically, by telefax or telex.

8. All resolutions of the ordinary and special general meetings of
shareholders shall be adopted by absolute majority of the votes cast, save
where otherwise provided by these articles of incorporation.


                                                                               5


9. When voting on an appointment the person who has received the absolute
majority of the votes cast shall be considered elected.

If no one has secured such a majority a second ballot shall be taken between
the two persons who have obtained the largest number of votes.

If more than two persons have simultaneously received the largest number of
votes and the same number of votes, two of these persons shall be selected by
lot and the second ballot taken between those two persons.

If the two persons should receive the same number of votes at the second
ballot, the matter shall be decided by lot.

                                ARTICLE 12

1. Each share entitles its holder to cast one vote. Abstentions and invalid
votes shall not be counted.

2. Effective votes may also be given on behalf of the shares of such persons
as shall, by the resolution to be adopted, be granted any right with regard
to the corporation on grounds other than as stockholders of the corporation,
or on behalf of the shares of such persons as shall thereby be released from
any obligation towards the corporation.

                                ARTICLE 13

All the proceedings at the general meeting of shareholders shall be recorded
in the minutes and signed by the chairman and/or a shareholder or proxy who
attended the meeting, unless the proceedings were recorded in a notarial
report.

                                FISCAL YEAR
                                ARTICLE 14

The fiscal year of the corporation is determined and changed by resolution of
the general meeting of shareholders. A resolution to change the fiscal year
shall be effective from the day the resolution is filed with the
traderegister of the Chamber of Commerce and Industry where the corporation
has its corporate seat.


                   BALANCE SHEET, PROFIT AND LOSS ACCOUNT
                                ARTICLE 15

1. Within eight months after the close of the fiscal year the board of
managing directors shall submit to the general meeting of shareholders the
balance sheet and the profit and loss account for the past fiscal year, along
with the explanatory statement referred to in Article 10.

The balance sheet, profit and loss account and explanatory statement shall be
signed by all the managing directors. If the signature of one of the managing
directors is lacking, the reason shall be stated on the documents.

2. The balance sheet, the profit and loss account and the explanatory
statement may be inspected by the shareholders or their proxies at the office
of the corporation from the day of the summons to the meeting called for the
approval of the aforementioned documents until the meeting is over.

3. The annual general meeting of shareholders has the power to confirm the
balance sheet and the profit and loss account.

Confirmation of the balance sheet and the profit and loss account shall
discharge the board of managing directors from all liability with regard to
their management for the past fiscal year in so far as their administration
is evidenced by the documents submitted and provided the meeting does not


                                                                               6




decide otherwise when the balance sheet and profit and loss account are to be
confirmed and adopted.

4. The amounts to be allocated to reserve shall be determined by the general
meeting of shareholders.

                            DISTRIBUTION OF PROFITS
                                  ARTICLE 16

1. The profits, which shall mean the net profit shown by the profit and loss
account, shall be entirely at the disposal of the general meeting of
shareholders.

2. The board of managing directors has the power to distribute interim
dividends at any time as an advance payment of dividends expected.

                                  ARTICLE 17

If for any year the profit and loss account as confirmed and adopted shows a
loss which cannot be covered by the reserves or compensated otherwise, no
profits shall be distributed in the subsequent years until such loss has been
wiped off.

                         CHANGE OF CORPORATE DOMICILE
                                  ARTICLE 18

1. The general meeting of shareholders as well as the board of managing
directors, as far as permitted by the Rijkswet Vrijwillige Zetelverplaatsing
Rechtspersonen (Statute for the Voluntary Change of Seat by Legal Persons),
each have the right to designate one or more persons authorized to execute a
deed of amendment of the articles of association for the purpose of moving
the corporate seat to another part of the Kingdom of the Netherlands, and to
effect such other changes in the articles of association as permitted by
aforesaid Statute, as well as to appoint one or more members of the board of
managing directors. With due observance of aforesaid Statute, the general
meeting of shareholders and the board of managing directors, respectively,
may withdraw such designation at any time.

2. By resolution of the general meeting of shareholders or of the board of
managing directors, the corporation, making use of the Landsverordening
Zetelverplaatsing Derde Landen (Antillean Ordinance Concerning Change of
Corporate Seat to Third Countries), may transfer its seat to another country
and adopt the character of a legal person pursuant to such country's law.

                   AMENDMENT OF THE ARTICLES OF INCORPORATION
                       AND DISSOLUTION OF THE CORPORATION
                                  ARTICLE 19

1. Resolutions on amendment of the articles of incorporation or on
dissolution of the corporation may only be adopted by a majority of at least
three fourths of the votes cast at a general meeting of shareholders at which
not less than three fourths of the subscribed capital are represented.

2. If the capital required is not represented at the meeting, a second
meeting shall be called and held within two months after the first. At the
second meeting valid resolutions may be passed on such matters by a majority
of three fourths of the votes cast, regardless of the capital represented at
such meeting.

3. On dissolution of the corporation its liquidation shall be effected in
conformity with the provisions laid down by the general meeting of
shareholders.

4. For a ten years' period after completion of the

                                                                             7



liquidation the books and records of the corporation shall remain in the
custody of the person appointed for the purpose by the general meeting.

In closing the appearer stated:

that the fiscal year of the corporation shall be the calendar year, unless
the general meeting resolves otherwise;

that the current fiscal year runs from today up to the thirty-first day
inclusive of December, of the year two thousand and one;

that - at the time of entering into force of this transfer of the corporate
seat the board of managing directors consists of Mister J. Bradford James and
Mister John U. Huber, both residing in the United States of America;

that at the time of entering into force of this transfer of the corporate
seat all ninety-two thousand one hundred and ten (92,110) shares were
subscribed for;

that in accordance with a pledge agreement dated May 17th, 2001, among inter
alia IMC Global Inc., IMC USA Inc., IMC Potash Colonsay Inc., and the Chase
Manhattan Bank the shares of the corporation have been pledged;

                                       /s/ M.L. ALEXANDER
                                       -----------------------------------
                                       M.L. Alexander
                                       24 JULI 2001
                                       Mr. M.L. ALEXANDER

                                       NOTARIS



                                                                             8



                             NAAM EN ZETEL
                               ARTIKEL 1

1.  De vennootschap draagt de naam: "IMC POTASH COLONSAY N.V."
In het verkeer met het buitenland kan zij in haar naam de afkorting "N.V."
vervangen door, in het Engels "INC." of "LTD." en in het Spaans en Frans
"S.A.".

2. De vennootschap is gevestigd op Curacao en kan elders filialen en/of
bijkantoren hebben.

                                  DOEL
                                ARTIKEL 2

1. De vennootschap heeft ten doel:

a. het beleggen van haar middelen in effekten, zoals aandelen en
   andere bewijzen van deelgerechtigdheid en obligaties, alsmede
   in andere rentedragende schuldvorderingen onder welke naam en
   in welke vorm ook, het lenen van gelden en het uitgeven van
   schuldbewijzen daarvoor, alsmede het uitlenen van gelden en het
   op enigerlei wijze stellen van zekerheid
   zowel ten behoeve van de vennootschap als ten behoeve van
   anderen;

b. het verkrijgen van:

   (i) opbrengsten, voortvloeiende uit de vervreemding of het
       afstaan van het recht tot het gebruik maken van auteurs-
       rechten, oktrooien, modellen, geheime procede's of recep-
       ten, handelsmerken en soortgelijke zaken;

  (ii) royalties, daaronder begrepen huren, met betrekking tot
       films of terzake van het gebruik van nijverheids-,
       handels- of wetenschappelijke installaties, alsmede met
       betrekking tot de exploitatie van een mijn of groeve of
       enige andere natuurlijke hulpbron en andere onroerende
       zaken;

 (iii) vergoedingen voor het verlenen van technische hulp;

c. het verkrijgen, bezitten, vervreemden, beheren en ontwikke-
   len van onroerend goed en/of enig recht op of belang in
   onroerend goed, en het deelnemen in enige andere onderneming
   of vennootschap met een soortgelijk of aanverwant doel;

d. het verhuren, verpachten, verhypothekeren of in het algemeen
   bezwaren van onroerend goed en enig recht op of belang in
   onroerend goed;

e. de handel in - daaronder begrepen de groothandel, de tussen-
   handel en de termijnhandel alsmede de import en export van
   grondstoffen, mineralen, metalen, organische stoffen, half-
   fabrikaten en eindprodukten van welke aard en onder welke
   naam ook;

f. het deelnemen in en het beheren van ondernemingen en
   vennootschappen.

g. het verrichten van allerlei soorten commerciele activiteiten,
   waaronder begrepen doch niet beperkt tot mijnactiviteiten;

2. De vennootschap is bevoegd al datgene te verrichten wat ter
   bereiking van haar doel nuttig of nodig mocht zijn of daar-
   aan verbonden of bevorderlijk mocht zijn in de ruimste zin
   des woords.

                                    DUUR
                                  ARTIKEL 3

De vennootschap is aangegaan voor onbepaalde tijd.

                              KAPITAAL EN AANDELEN
                                  ARTIKEL 4

1. Het maatschappelijk kapitaal der vennootschap bedraagt

                                                                     1


TWEE EN NEGENTIG MILJOEN HONDERD EN TIENDUIZEND UNITED STATES DOLLAR
(US$.92.110.000,--), verdeeld in twee en negentig duizend eenhonderd en tien
(92.110) aandelen van Duizend United States dollar (US$.1.000,--) elk,
genummerd 1 tot en met 92.110.

2. Onderaandelen kunnen worden uitgegeven.

3. Uitgifte van aandelen geschiedt door de direktie.

4. De direktie beslist omtrent het tijdstip en de koers van
uitgifte van aandelen - mits niet onder pari -, alsmede omtrent
het tijdstip der storting, zowel van de bij oprichting geplaatste
en eventueel niet volgestorte aandelen als van de later uit te
geven aandelen.

5. Bij verdere uitgifte van aandelen, alsmede bij vervreemding
door de vennootschap van door haar verworven aandelen in haar
eigen kapitaal, hebben bestaande aandeelhouders recht van
voorkeur tot verkrijging dier aandelen naar evenredigheid van de
reeds in hun bezit zijnde aandelen, tenzij de algemene vergadering
anders beslist.

6. De direktie is bevoegd, zonder opdracht van de algemene ver-
gadering van aandeelhouders, overeenkomsten aan te gaan:
in verband staande met het nemen van aandelen, waarbij bijzondere
verplichtingen op de vennootschap worden gelegd; rakende het
verkrijgen van aandelen op andere voet dan waarop deelneming in de
naamloze vennootschap voor het publiek wordt opengesteld; en
betreffende storting op aandelen op andere wijze dan door betaling
van wettig betaalmiddel van het land van vestiging van de
vennootschap.

                           INKOOP VAN AANDELEN
                               ARTIKEL 5

1. De vennootschap mag voor eigen rekening onder bezwarende
titel volgestorte aandelen in haar kapitaal verkrijgen, mits
tenminste twintig percent (20%) van het maatschappelijk kapitaal
geplaatst blijft bij anderen dan de vennootschap zelve.

2. Aan in het bezit der vennootschap zijnde aandelen in haar eigen
kapitaal wordt noch stemrecht noch enig voorkeursrecht uit welken
hoofde ook ontleend; evenmin geschiedt op zodanige aandelen enige
uitkering van winst of liquidatiesaldo.
Zij tellen niet mede voor de berekening van een quorum in enige
vergadering.

                      SOORT AANDELEN, AANDEELBEWIJZEN
                           EN AANDELENREGISTER
                               ARTIKEL 6

1. De aandelen luiden, ter keuze van de aandeelhouder, op naam,
of mits volgestort aan toonder.

2. Van de aandelen op naam kunnen, ten verzoeke van de aandeel-
houder aandeelbewijzen worden uitgegeven.
Van de aandelen aan toonder zullen aandeelbewijzen worden uit-
gegeven. De kosten van uitgifte van aandeelbewijzen komen ten
laste van de betrokken aandeelhouder.

3. Ten verzoeke van een aandeelhouder kunnen aandelen aan toonder
worden omgewisseld in aandelen op naam, en omgekeerd door aan-
tekening in het aandelenregister en voor zoveel nodig, indien een
bewijs van aandeel is uitgegeven, op dat bewijs.

4. Aandeelbewijzen kunnen op verzoek van de aandeelhouder worden
uitgegeven voor meerdere aandelen tegelijk.
De houder van zodanige aandeelbewijzen kan te allen tijde om-
Wisseling vorderen tegen aandeelbewijzen voor een ander aantal aandelen.

                                                                              2




5.  De aandeelbewijzen worden getekend door een direkteur of door
een daartoe door de direktie aangewezen persoon.

6.  Bij elk aandeelbewijs kan, ter keuze van de direktie, een stel
dividendbewijzen en een talon ter verkrijging van een nieuw stel
dividendbewijzen worden gevoegd.
Dividendbewijzen en talon zullen hetzelfde nummer dragen als het
aandeelbewijs, waartoe zij behoren.
Indien dividendbewijzen zijn uitgegeven, geschiedt de uitbetaling
der dividenden tegen inlevering van een dividendbewijs, hetwelk
daarvoor aan de vennootschap tot volledige kwijting strekt.

                                   ARTIKEL 7

1.  Indien iemand ten genoegen van de direktie aannemelijk heeft gemaakt,
dat een hem toebehorend aandeelbewijs, dividendbewijs of talon is
verloren gegaan of in het ongerede geraakt, kunnen op verzoek van de
desbetreffende aandeelhouder of diens rechthebbende(n), duplikaatbewijzen
worden uitgegeven, onder zodanige voorwaarden en onder zodanige waarborgen
als de direktie zal bepalen.

2.  Door uitgifte van de nieuwe aandeelbewijzen, dividendbewijzen
of talons, op welke zal worden vermeld dat zij duplikaten zijn,
worden de oorspronkelijke waardeloos.

3. Beschadigde aandeelbewijzen, dividendbewijzen of talons, kunnen
door de direktie worden omgewisseld tegen nieuwe exemplaren.

4.  De ingeleverde, beschadigde exemplaren moeten door de direktie
terstond worden vernietigd. Alle onkosten, verbonden aan de
uitgifte van duplikaten of nieuwe stukken, komen ten laste van de
aanvrager en moeten desverlangd door hem worden voorgeschoten.

                                   ARTIKEL 8

1.  De aandelen op naam worden ingeschreven in een register, dat
door de direktie of door een daartoe door de direktie aangewezen
persoon wordt bijgehouden. Het register vermeldt de naam van de
aandeelhouder, zijn adres of het door hem gekozen domicilie, het
aantal en de nummers van de aandelen.

2.  Iedere overdracht en overgang van een aandeel op naam en
iedere omwisseling van een aandeel op naam aan toonder of
omgekeerd, wordt in het register aangetekend.

3.  De levering van aandelen op naam geschiedt, hetzij door de
betekening ener akte van overdracht aan de vennootschap, hetzij
door de schriftelijke erkenning van de overdracht door de vennoot-
schap.

4.  Indien geen aandeelbewijzen zijn uitgegeven, geldt de in lid 2
voorgeschreven aantekening in het register als schriftelijke
erkenning der overdracht door de vennootschap.
Indien wel een aandeelbewijs is uitgegeven, geschiedt de erkenning
door aantekening op het betreffende aandeelbewijs, getekend door
een direkteur of door een daartoe door de direktie aangewezen
persoon.

                                    BESTUUR
                                   ARTIKEL 9

1. De vennootschap wordt bestuurd door een direktie, bestaande
uit een of meer direkteuren.
Rechtspersonen kunnen ook tot direkteur worden benoemd.

2. De direkteuren worden door de algemene vergadering van aandeel-houders
benoemd en kunnen te allen tijde door haar worden geschorst en ontslagen. De
direktie is bevoegd persoonlijke titels te verlenen aan direkteuren, zoals
president, vice-president, thesaurier en sekretaris.

                                       3




3. De vennootschap wordt in en buiten rechte vertegenwoordigd door
ieder der direkteuren afzonderlijk, ook ingeval van tegenstrijdig
belang tussen de vennootschap en een of meer direkteuren, hetzij in
prive, hetzij qualitate qua.

4. De direktie is bevoegd onverminderd haar verantwoordelijkheid
prokuratiehouders aan te stellen, hun bevoegdheden en de wijze
waarop zij de vennootschap zullen vertegenwoordigen en voor haar
tekenen, te regelen.

5. Iedere direkteur is bevoegd om aan een mede-direkteur last en
volmacht te geven om de lastgever in zijn hoedanigheid van
direkteur in vergaderingen van de direkteuren, te vertegenwoordi-
gen, zulks met inachtneming van de voorwaarden der lastgeving.

6. In zijn hoedanigheid van direkteur kan iedere direkteur
telegrafisch, per telefax, per telex of op andere schriftelijke
wijze aan een natuurlijke- of rechtspersoon last en volmacht geven
om hem in zijn hoedanigheid van direkteur te vertegenwoordigen.
Bij het verlenen van een zodanige volmacht kan de direkteur de hem
krachtens deze statuten verleende bevoegdheid niet overschrijden.

7. Bij belet of ontstentenis van een of meer direkteuren berust
het bestuur geheel bij de overblijvende direkteur(en); bij belet
of ontstentenis van alle direkteuren wordt de vennootschap tijde-
lijk bestuurd door een daartoe door de algemene vergadering van
aandeelhouders aangewezen persoon.
In het laatste geval zal de door de algemene vergadering aan-
gewezen persoon gehouden zijn zo spoedig mogelijk een algemene
vergadering van aandeelhouders bijeen te roepen, teneinde
definitief in het bestuur te voorzien.
Zolang zulks niet is geschied, zullen de bestuurshandelingen
van de aangewezen persoon beperkt blijven tot de zodanige,
welke geen uitstel kunnen lijden.

                           ALGEMENE VERGADERINGEN VAN
                                AANDEELHOUDERS
                                   ARTIKEL 10

1. Algemene vergaderingen van aandeelhouders worden gehouden te
Curacao, Bonaire, Sint Eustatius, Saba of Sint Maarten (Neder-
landse Antillen).

2. De jaarlijkse algemene vergadering van aandeelhouders moet
worden gehouden binnen negen maanden na afloop van het boekjaar
der vennootschap. In deze laatstgenoemde vergadering wordt onder
meer:

a. door de direktie verslag uitgebracht omtrent de gang van
zaken van de vennootschap en het gevoerde beheer gedurende het
afgelopen boekjaar;

b. de balans en de winst- en verliesrekening vastgesteld, na te
zijn overgelegd tezamen met een toelichting, welke vermeldt naar
welke maatstaf de roerende en onroerende zaken der vennootschap
zijn gewaardeerd.

                                   ARTIKEL 11

1. Tot het bijeenroepen van een algemene vergadering van aan-
deelhouders is ieder der direkteuren en zijn aandeelhouders, te-
zamen vertegenwoordigende tenminste tien percent van het ge-
plaatste aandelenkapitaal, gelijkelijk bevoegd.

2. De oproeping geschiedt door middel van een advertentie, te
plaatsen in een in de plaats van vestiging van de vennootschap
verschijnend en aldaar veel gelezen nieuwsblad, met inachtneming
van een termijn van tenminste vijf dagen, die van de oproeping
en van de vergadering niet medegerekend. De advertentie moet de

                                      4




agenda van de vergadering inhouden, of vermelden dat deze ten
kantore der vennootschap voor de aandeelhouders ter inzage ligt.
Indien een voorstel tot statutenwijziging in behandeling zal
komen, moet zulks in de advertentie worden vermeld.

3. Voorstellen te doen door aandeelhouders voor onderwerpen te
behandelen, zowel op jaarlijkse als op buitengewone algemene
vergaderingen kunnen alleen dan in behandeling worden genomen,
indien zij zo tijdig en schriftelijk bij de direktie zijn
ingediend, dat zij met inachtneming van de voor de bijeenroeping
van algemene vergaderingen vastgestelde termijn op de wijze als
voor bijeenroeping bepaald kunnen worden afgekondigd.

4. Indien het gehele geplaatste kapitaal ter algemene vergadering
van aandeelhouders vertegenwoordigd is, kunnen geldige besluiten
worden genomen, zelfs wanneer de voorschriften van de statuten
omtrent oproeping of bekendmaking van de punten van behandeling,
niet of slechts ten dele in acht zijn genomen, mits deze besluiten
met algemene stemmen worden genomen.

5. Algemene vergaderingen worden voorgezeten door een door de
vergadering aangewezen persoon.

6. Houders van aandelen aan toonder moeten, teneinde hun rechten
ter vergadering te kunnen uitoefenen, zich als zodanig ten genoegen
van de voorzitter der vergadering legitimeren. Zij kunnen zich in
elk geval als zodanig legitimeren, door hun aandelen (dan wel een
depositobewijs voor hun aandelen ten genoegen van de direktie)
uiterlijk ten dage der vergadering ten kantore der vennootschap
tegen recu af te geven en dit recu ter vergadering over te leggen,
van welk een en ander steeds met vermelding van plaats en tijdstip
van afgifte in de oproeping zal worden melding gemaakt.

7. Aandeelhouders kunnen zich door een schriftelijk, telegrafisch,
per telefax of per telex gevolmachtigde ter vergadering doen
vertegenwoordigen.

8. Alle besluiten van de gewone en buitengewone algemene
vergadering van aandeelhouders worden genomen bij volstrekte
meerderheid der uitgebrachte stemmen, zo niet anders in deze
statuten is bepaald.

9. Indien moet worden overgegaan tot een benoeming is diegene
benoemd, die de volstrekte meerderheid van de uitgebrachte stemmen
op zich heeft verenigd. Heeft niemand een zodanige meerderheid op
zich verenigd, dan vindt herstemming plaats tussen de twee
personen, die de meeste stemmen op zich hebben verenigd. Hebben
meer dan twee personen evenveel en gelijktijdig de meeste stemmen
op zich verenigd, dan geschiedt de herstemming tussen twee dier
personen, daartoe door het lot aangewezen.

Verenigen bij herstemming de beide personen evenveel stemmen op
zich, dan beslist het lot.

                               ARTIKEL 12

1. Elk aandeel geeft recht op het uitbrengen van een stem.
Blanco stemmen en ongeldige stemmen worden als niet uitgebracht
aangemerkt.

2. Ook voor aandelen van hen, aan wie uit anderen hoofde dan als
aandeelhouder der vennootschap door het te nemen besluit enig recht
jegens de vennootschap zou worden toegekend, of die daardoor van
enige verplichting jegens haar zouden worden ontslagen, kunnen
geldige stemmen worden uitgebracht.


                                                                               5


                               ARTIKEL 13

Van het verhandelde ter algemene vergadering van aandeelhouders
worden notulen gehouden, welke - tenzij daarvan een notarieel
procesverbaal wordt opgemaakt - worden ondertekend door de
voorzitter en/of een ter vergadering aanwezige aandeelhouder of
gemachtigde van een aandeelhouder.

                                BOEKJAAR
                               ARTIKEL 14

Het boekjaar der vennootschap wordt vastgesteld en gewijzigd bij
besluit van de algemene vergadering van aandeelhouders.
Een gewijzigd boekjaar wordt van kracht met ingang van de dag
waarop het besluit tot wijziging is gedeponeerd ten kantore van
het handselregister van de Kamer van Koophandel en Nijverheid,
binnen welker gebied de statutaire plaats van vestiging van de
vennootschap is gelegen.

                    BALANS, WINST- EN VERLIESREKENING
                               ARTIKEL 15

1. Binnen acht maanden na afloop van het boekjaar zal de direktie de balans
en winst- en verliesrekening over het afgelopen boekjaar met de toelichting
als bedoeld in artikel 10 aan de algemene vergadering van aandeelhouders
aanbieden. De balans, de winst- en verliesrekening en de toelichting worden
ondertekend door alle direktieleden. Indien de handtekening van een hunner
ontbreekt wordt de reden daarvan op deze stukken vermeld.

2. De balans, de winst- en verliesrekening en de toelichting
zullen van de dag der oproeping tot de algemene vergadering,
bestemd voor de vaststelling dier stukken, tot de afloop dier
vergadering ten kantore der vennootschap voor de aandeelhouders
of hun gemachtigden ter inzage liggen.

3. De balans en de winst- en verliesrekening worden door de
jaarlijkse algemene vergadering van aandeelhouders vastgesteld.
Vaststelling van de balans en de winst- en verliesrekening
strekt de direktie tot decharge voor het door haar in het
afgelopen boekjaar gevoerde bestuur, voorzover dat uit de
overgelegde stukken blijkt en voorzover bij zodanige vaststelling
niet anders wordt beslist.

4. De algemene vergadering van aandeelhouders beslist omtrent de
bedragen, welke zullen worden gereserveerd.

                             WINSTVERDELING
                               ARTIKEL 16

1. De winst, waaronder is te verstaan de zuivere winst volgens
de winst- en verliesrekening, is geheel ter beschikking van de
algemene vergadering van aandeelhouders.

2. De direktie is te allen tijde bevoegd interimdividenden uit
te keren als vooruitbetaling op de te verwachten dividenden.

                               ARTIKEL 17

Indien blijkens de vastgestelde winst- en verliesrekening over
enig jaar verlies is geleden, hetwelk niet uit reserves bestreden
kan worden of op andere wijze gedelgd, geschiedt in volgende
jaren geen winstuitkering, zolang zodanig verlies niet is
aangezuiverd.

                           ZETELVERPLAATSING
                               ARTIKEL 18

1. De algemene vergadering van aandeelhouders en de direktie zijn
gelijkelijk bevoegd, voorzover dit toegestaan is door de Rijkswet
Vrijwillige Zetelverplaatsing Rechtspersonen, een of meer per-
sonen aan te wijzen, die de bevoegdheid hebben een akte van
statutenwijziging te doen verlijden, teneinde de zetel van de

                                                                               6


vennootschap naar een ander deel van het Koninkrijk der Neder-
landen over te brengen alsmede daarbij zodanige andere wijzigingen
in de statuten aan te brengen die toegestaan zijn door de voor-
melde Rijkswet en een of meer personen tot lid van de direktie
benoemen. De algemene vergadering van aandeelhouders, onderschei-
denlijk de direktie, kan de aanwijzing te allen tijde intrekken
met inachtneming van voormelde Rijkswet.

2. Krachtens besluit van de algemene vergadering van aandeelhou-
ders of van de direktie kan de venootschap met gebruikmaking van
de Landsverordening Zetelverplaatsing Derde Landen, haar zetel
verplaatsen naar een ander land en de staat aannemen van een naar
het recht van dat land opgerichte rechtspersoon.

                STATUTENWIJZIGING EN ONTBINDING
                       DER VENNOOTSCHAP
                           ARTIKEL 19

1. Besluiten tot wijziging van de statuten of tot ontbinding der
vennootschap kunnen slechts worden genomen met tenminste
drie/vierde der stemmen uitgebracht in een algemene vergadering
van aandeelhouders, waarin tenminste drie/vierde gedeelte van het
geplaatste kapitaal is vertegenwoordigd.

2. Indien in de vergadering niet het vereiste kapitaal is
vertegenwoordigd, wordt een tweede vergadering bijeengeroepen,
te houden binnen twee maanden na de eerste, in welke tweede
vergadering alsdan, ongeacht het vertegenwoordigde kapitaal,
over zodanige onderwerpen geldige besluiten kunnen worden genomen
met drie/vierde der uitgebrachte stemmen.

3. Ingeval van ontbinding der vennootschap zal de liquidatie
geschieden onder zulke bepalingen als de algemene vergadering
van aandeelhouders zal besluiten.

4. Gedurende tien jaren na afloop der vereffening blijven de
boeken en bescheiden der vennootschap berusten onder degene, die
daartoe door de algemene vergadering is aangewezen.
Tenslotte verklaarde de komparante, handelend als gemeld:
dat het boekjaar der vennootschap samenvalt met het kalenderjaar,
tenzij de algemene vergadering anders besluit;
dat het lopende boekjaar eindigt op een en dertig december
tweeduizend en een;
dat de direktie van de vennootschap ten tijde van de
inwerkingtreding van deze zetelverplaatsing wordt gevormd door
de heer J. Bradford James en de heer John. U. Huber beiden wonende
in de Verenigde Staten van Amerika;
dat ten tijde van de inwerkingtreding van deze zetelverplaatsing
alle twee en negentig duizend eenhonderd en tien duizend (92.110)
aandelen zijn geplaatst;

Mr. M.L. ALEXANDER                  /s/ M.L. ALEXANDER
                                    ----------------------------------
    NOTARIS                         M.L. Alexander


24 JULI 2001

EX-3.I(W)

                                                                Exhibit 3.i(w)

                      RESTATED CERTIFICATE OF INCORPORATION

                                      OF

                            AMERICAN SALT COMPANY


                      Under Section 245 of the General
                 Corporation Law of the State of Delaware


     AMERICAN SALT COMPANY, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:

     FIRST:  That the original Certificate of Incorporation of the
Corporation was filed with the Secretary of State, Dover, Delaware, on the
21st day of January, 1988, a Restated Certificate of Incorporation was filed
on the 19th day of February 1988 and an Amendment to the Restated Certificate
of Incorporation was filed on the 24th day of February 1988.

     SECOND:  That the Restated Certificate of Incorporation of the
Corporation has been duly adopted in accordance with the provisions of
Section 141(f), 228(a), 242 and 245 of the General Corporation Law of the
State of Delaware.

     THIRD:  That the text of the Certificate of Incorporation of the
Corporation is hereby restated by this Certificate, to read in full, as
follows:



                                                                      EXHIBIT A

                                   RESTATED

                          CERTIFICATE OF INCORPORATION

                                     -of-

                              AMERICAN SALT COMPANY

                                    -oo0oo-

     FIRST:  The name of the Corporation is American Salt Company
(hereinafter sometimes called the "Corporation").

     SECOND:  The address of the Corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, City of
Wilmington, County of New Castle, State of Delaware 19801. The name of its
registered agent at such address is The Corporation Trust Company.

     THIRD:  The nature of the business or purposes to be conducted or
promoted are to engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of the State of Delaware.

     FOURTH:  The total number of shares of stock which the Corporation has
authority to issue is 3,000 shares of Common Stock and the par value of each
such share is $.01.

     FIFTH:  The following additional provisions are inserted for the
management of the business and for the conduct of the affairs of the
Corporation, and for the creation, definition, limitation and regulation of
the powers of the Corporation, the directors and the stockholders:

     1.  Election of directors need not be by written ballot. The Board of
Directors shall have power to make, alter, amend and repeal the By-Laws of
the Corporation and to fix the compensation of directors for services in any
capacity.



                                      -2-

     2.  Any corporate action, with respect to which the vote of the
stockholders at a meeting thereof is required or permitted by any provision
of the General Corporation Law of the State of Delaware or of the Certificate
of Incorporation or the By-Laws of the Corporation, is authorized to be taken
and may be taken without that vote and meeting, and that vote and meeting may
be dispensed with, with the written consent of the holders of a majority (or,
if with respect to a particular corporate action where the General
Corporation Law of the State of Delaware or the Certificate of Incorporation
or the By-Laws of the Corporation specifies a greater percentage, by the
holders of that greater percentage) of the stock that would have been
entitled to vote upon that action if a meeting was held. Prompt notice shall
be given to all stockholders of the taking of any corporate action pursuant
to the provisions of this paragraph 2 unless that action has been consented
to in writing by the holders of all of the stock that would have been
entitled to vote upon that action if a meeting were held.

     3.  A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived
an improper personal benefit.

     SIXTH:  The Corporation shall indemnify any person who was or is a
party, or is threatened to be made a party, to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, including an action by or in the right of the Corporation,
by reason of the fact that he, or the person whose legal representative he
is, (1) is or was a stockholder, director, officer, employee or agent of the
Corporation (including the incorporator thereof), or (2) is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, rust or other enterprise, or
(3) is or was a director, officer or employee of the Corporation serving at
the request of the Corporation as a fiduciary of an employee benefit plan or
trust maintained for the benefit of employees of the Corporation or employees
of any such other enterprise,


                                       -3-


partnership, joint venture, trust, or other enterprise, against judgments,
fines, penalties, amounts paid in settlement, and expenses, including
attorneys' fees, actually and reasonably incurred by him and the person whose
legal representative he is, in connection with such action, suit or
proceeding, or any appeal therein, to the fullest extent permitted by law.

         Expenses which may be indemnifiable under this Section incurred in
defending an action, suit or proceedings may be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding as
authorized by the Board of Directors upon agreement by or on behalf of the
stockholder, director, officer, employee or agent, or his legal
representative, to repay such amount if he is later found not entitled to be
indemnified by the Corporation as authorized in this section.

         The Corporation shall not indemnify any stockholder, director,
officer, employee or agent against judgments, fines, amounts paid in
settlement and expenses, including attorneys' fees, to an extent greater than
that authorized by this Article Sixth, but the Corporation may procure
insurance providing greater indemnification and may share the premium cost
with any stockholder, director, officer, employee or agent on such basis as
may be agreed upon.



STATE OF NEW YORK   )
                    : ss.:
COUNTY OF NEW YORK  )

        BE IT REMEMBERED that on this 29th day of March, 1990, personally
came before me Barbara J. Ellis, a Notary Public in and for the County and
State aforesaid, Anthony J. Petrocelli and Richard J. Donahue, known to me
personally to be such, and acknowledged that it is their respective act and
deed and that the facts stated therein are true.

        GIVEN under my hand and seal of office the day and year aforesaid.

                                /s/ Barbara J. Ellis
                             -----------------------------
                                   Notary Public

                                     BARBARA J. ELLIS
                           Notary Public, State of New York
                                    No. 31-4949879
                             Qualified in New York County
                           Commission Expires April 17, 1991



                            CERTIFICATE OF AMENDMENT

                                       TO

                     RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                            AMERICAN SALT COMPANY

        AMERICAN SALT COMPANY, a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:

                FIRST:  That the Board of Directors of the Corporation
        duly adopted a resolution setting forth a proposed amendment
        to the Restated Certificate of Incorporation of the
        Corporation, declaring said amendment to be advisable and
        calling a meeting of the stockholders of the Corporation for
        consideration thereof. The resolution setting forth the
        proposed amendment is as follows:

                RESOLVED, that Article First of the Restated Certificate
        of Incorporation of the Corporation be amended, and as amended
        said Article shall be and read in its entirety as follows:

                "FIRST:  The name of the Corporation is North American
        Salt Company (hereinafter sometimes called the "Corporation")."

                SECOND:  That in lieu of a meeting and a vote of stockholders,
        the holder of all of the outstanding stock of the Corporation has
        given its unanimous written consent to said amendment in accordance
        with the provisions of Section 228(a) of the General Corporation Law
        of the State of Delaware.


                                       -2-

                THIRD:  That said amendment was duly adopted in accordance
        with the provisions of Section 242 of the General Corporation Law
        of the State of Delaware.

        IN WITNESS WHEREOF, the Corporation has caused this certificate of
amendment to be signed by Anthony J. Petrocelli, its Vice Chairman, Treasurer
and Assistant Secretary, and attested by Richard J. Donahue, its Senior Vice
President, Secretary and Assistant Treasurer, as of the 20th day of August,
1990.

                                    AMERICAN SALT COMPANY

                                    By: /s/ Anthony J. Petrocelli
                                        -----------------------------
                                        Anthony J. Petrocelli
                                        Vice Chairman, Treasurer
                                        and Assistant Secretary

ATTEST:  /s/ Richard J. Donahue
         -----------------------
         Richard J. Donahue
         Senior Vice President,
          Secretary and Assistant
          Treasurer




                       CERTIFICATE OF AMENDMENT
                                  TO
                   RESTATED CERTIFICATE OF INCORPORATION
                                  OF
                      NORTH AMERICAN SALT COMPANY

        The undersigned officers, Robert E. Fowler, Jr. and Rose Marie
Williams, President and CEO, and Secretary, respectively of North American
Salt Company, a corporation organized and existing under the General
Corporation Law of the State of Delaware (the "Corporation"), do hereby
certify that:

1.  Paragraph FIRST of the Restated Certificate of Incorporation of the
    Corporation is hereby amended in its entirety as follows:

                        "FIRST:  The name of the corporation is IMC Salt Inc."

2.  This Certificate of Amendment was duly adopted by the sole director and
    sole voting stockholder of the Corporation according to the provisions
    of Sections 141(f), 229 and 242 of the General Corporation Law of the
    State of Delaware.

        IN WITNESS WHEREOF, the undersigned have hereunto subscribed their
names this 1st day of May, 1998.

                                NORTH AMERICAN SALT COMPANY
[SEAL]
                                By: /s/ Robert E. Fowler, Jr.
                                    -----------------------------
                                    Robert E. Fowler, Jr.

Attest:

/s/ Rose Marie Williams
- ---------------------------
Rose Marie Williams
Secretary

EX-3.I(X)

                                                          Exhibit 3.i(x)

                                RESTATED
                       CERTIFICATE OF INCORPORATION
                                   OF
                            S & P CANADA, INC.

    S & P CANADA, INC., a corporation duly organized and existing by virtue
of the General Corporation Law of the State of Delaware (the "Corporation"),
and incorporated on August 18, 1987,

    DOES HEREBY CERTIFY:

    (I) That the Board of Directors of the Corporation, by unanimous written
consent without a meeting pursuant to Section 141(f) of the General
Corporation Law of the State of Delaware, adopted a resolution amending and
restating the Corporation's Certificate of Incorporation in its entirety as
follows:

    FIRST: The name of the corporation is S & P U.S., INC.

    SECOND: The address of its registered office in the State of Delaware is
229 South State Street, in the City of Dover 19901, County of Kent. The name
of its registered agent at such address is The Prentice-Hall Corporation
System, Inc.

    THIRD: The nature of the business or purposes to be conducted or promoted
is to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of Delaware as the
same may be amended from time to time ("GCL").

    FOURTH: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 1,000 shares of Common Stock,
having no par value ("Common Stock").

    (1) As used in this Certificate of Incorporation, the following terms
shall have the following meanings:

        (a) "BOARD" shall mean the Board of Directors of the Corporation.

        (b) "CORPORATION" shall mean KCL Holdings, Inc.

        (c) "SUBSIDARY" shall mean any corporation at least 50% of whose
    outstanding voting stock shall at the time be




    owned directly or indirectly by the Corporation or by one or more
    Subsidiaries.

    (2) (a) Except as provided for in Subsection (b), each share of Common
Stock shall entitle the holder thereof to one vote, in person or by proxy, at
any and all meetings of the stockholders of the Corporation, on all
propositions before such meetings.

        (b) At all stockholders' meetings at which directors of the
    Corporation are to be elected, each holder of Common Stock entitled to vote
    shall have as many votes as shall equal the number of shares of Common
    Stock owned by him, multiplied by the number of directors to be elected,
    and he may cast all of such votes for a single director or may distribute
    them among the number to be voted for, or any two or more of them as he
    may see fit.

        (c) The affirmative vote of the holders of not less than 85% of the
    outstanding Common Stock shall be required in order to authorize:

             (i) any amendment of this Article FOURTH or of Article SIXTH; or

            (ii) any amendment to the by-laws of the Corporation.

    FIFTH: The name and mailing address of the incorporator is T. M. Bonovich,
229 South State Street, Dover, Delaware 19901.

    SIXTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation, and for
further definition, limitation and regulation of the powers of the
Corporation and of its directors and stockholders:

         (1) The number of directors of the Corporation shall be five.

         (2) The Board shall have power without the assent or vote of the
    stockholders to fix and vary the amount to be reserved for any proper
    purposes; to authorize and cause to be executed mortgages and liens upon
    all or any part of the property of the Corporation; to determine the use
    and disposition of any surplus or net profits; and to fix the times for
    the declaration and payment of dividends.

         (3) The Board in its discretion may submit any contract or act
    theretofore approved by the Baord for approval or ratification at any
    annual meeting of the stockholders or

                                        -2-



    at any meeting of the stockholders called for the purpose of considering
    any such act or contract, and any contract or act that shall be approved
    or be ratified by the vote of the holders of a majority of the stock of
    the Corporation which is represented in person or by proxy at such meeting
    and entitled to vote thereat (provided that a lawful quorum of
    stockholders be there represented in person or by proxy) shall be as
    valid and as binding upon the Corporation and upon all the stockholders
    as though it had been approved or ratified by every stockholder of the
    Corporation, whether or not the contract or act would otherwise be open
    to legal attack because of directors' interest, or for any other reason.

         (4) In addition to the powers and authorities hereinbefore or by
    statute expressly conferred upon them, the Board is hereby empowered to
    exercise all such powers and do all such acts and things as may be
    exercised or done by the Corporation; subject, nevertheless, to the
    provisions of the statutes of Delaware, of this Certificate, and to any
    by-laws from time to time made by the stockholders; provided, that no
    by-laws so made shall invalidate any prior act of the directors which
    would have been valid if such by-law had not been made.

         (5) The stockholders shall have the sole power to adopt, alter,
    amend or rescind the by-laws of the Corporation

         (6) The affirmative vote of not less than four of the directors
    shall be required in order to authorize the taking of any of the
    following actions by the Corporation:

             (a) the termination of employment or modification of
         employment terms of any employee of the Corporation whose
         shares of Common Stock in the Corporation are subject to vesting
         pursuant to the provisions of any written Shareholders Agreement
         among the Corporation and its holders of shares of Common Stock
         prior to the fourth anniversary of closing of the Kalium asset
         acquisition from PPG Canada, Inc. and PPG Industries, Inc.
         unless the Corporation elects to value the shares of Common Stock
         owned by the individual whose employment is to be terminated on
         a fully vested basis;

             (b) the acquisition by the Corporation of any business which
         is substantially unrelated to the business of the Corporation,
         or the disposition by the Corporation of a material portion of the
         business conducted by the Corporation;


                                        -3-




               (c)  the redemption of any Common Stock other than pursuant to
          the provisions of any written Shareholders Agreement among the
          Corporation and its holders of shares of Common Stock;

               (d)  the payment of any dividend (whether in cash or in kind) on
          the Common Stock, or making of other distribution to the stockholders
          of the Corporation, other than:

                     (i)  payments under a Tax Allocation Agreement with the
               parent of the consolidated group of which the Corporation is a
               member, and

                    (ii)  payments of expenses incurred by stockholders on
               behalf of or for the benefit of the Corporation for which said
               stockholders are entitled to reimbursement;

               (e)  without limiting the generality of subparagraph (d), the
          payment of any dividend or redemption of any stock which is prohibited
          under or is an event of acceleration under the terms of any loan or
          other agreement to which the Corporation is a party;

               (f)  a merger of the Corporation or any Subsidiary where it is
          not the survivor (other than a merger of a Subsidiary into the
          Corporation or another Subsidiary), a merger of the Corporation where
          it is the survivor, but which results in a change to the
          capitalization of the Corporation, or a consolidation of the
          Corporation;

               (g)  a sale of substantially all of the assets of the Corporation
          or of any Subsidiary;

               (h)  the liquidation of the Corporation;

               (i) any amendment to any Tax Allocation Agreement which shall be
          entered into between the Corporation and any corporation which is its
          parent for the purposes of filing consolidated Federal income tax
          returns;

               (j)  the issuance of any additional shares of Common Stock or
          securities convertible into, or warrants for the issuance of Common
          Stock;

               (k)  any amendment to this Certificate of Incorporation; or


                                      -4-


               (l)  the termination or any amendment of any shareholders'
          agreement involving subsidiaries of the Corporation.

     SEVENTH:  The election of directors need not be by written ballot.

     EIGHTH:  Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of Title 8 of the GCL or on the application of
trustees in dissolution or of any receiver or receivers appointed for this
Corporation under the provisions of Section 279 of the GCL, order a meeting of
the creditors or class of creditors and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders of this Corporation, as the case may be, and also on this
Corporation.

     NINTH:  The Corporation shall indemnify each director, officer, trustee,
employee or agent of the Corporation and each person who is or was serving at
the request of the Corporation as a director, officer, trustee, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise in the manner and to the extent provided in Section 145 of the GCL.

     TENTH:  To the fullest extent permitted by the GCL no director of the
Corporation shall be liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director; provided, however, that if
the scope of elimination or limitation of personal liability of directors
permitted by the GCL as now in effect is altered by amendment of GCL, nothing in
this Article TENTH shall eliminate or limit the liability of a director (not
otherwise eliminated prior to such amendment of the GCL) for any act or omission
occurring prior to the date when such amendment of the GCL becomes effective.


                                      -5-


    (II)  That in lieu of a meeting and vote of stockholders, the stockholders
have given unanimous written consent to said amendment in accordance with the
provision of Section 228 of the General Corporation Law of the State of
Delaware.

   (III)  That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Sections 245, 242 and 228 of the General Corporation
Law of the State of Delaware.

     IN WITNESS WHEREOF, said S & P CANADA, INC. has caused this certificate to
be signed by David W. Schoenberg, its Vice President and attested to by Norman
M. Gold, its Secretary this 23rd day of October, 1987.


                                       S & P CANADA, INC.

                                       By:  /s/ David W. Schoenberg
                                            ----------------------------
                                            David W. Schoenberg,
                                            Vice President

Attested by:

/s/ Norman M. Gold
- ----------------------------
Norman M. Gold,
Secretary


                                      -6-


                          CERTIFICATE OF CORRECTION

                                      OF

                                   RESTATED
                         CERTIFICATE OF INCORPORATION
                               S & P U.S., INC.

                     ------------------------------------
                     PURSUANT TO SECTION 103(f) OF THE
                     GENERAL CORPORATION LAW OF THE STATE
                     OF DELAWARE
                     ------------------------------------

         S & P U.S., INC. (formerly known as S & P Canada, Inc.), a

corporation duly organized and existing by virtue of the General Corporation

Law of the State of Delaware, and incorporated on August 18, 1987

         DOES HEREBY CERTIFY:

         FIRST:   The name of the corporation (hereinafter called
"Corporation") is S & P U.S., Inc.

         SECOND:  A Restated Certificate of Incorporation of the Corporation
was filed by the Secretary of State of Delaware on October 26, 1987.

         THIRD:   The Restated Certificate of Incorporation as so filed is an
inaccurate record of the corporate action or was defectively or erroneously
executed, sealed or acknowledged in that the name of the Corporation was
incorrectly stated in Subsection (b) of Section (1) of Article FOURTH.

         FOURTH:  The Restated Certificate of Incorporation is corrected so
that Subsection (b) of Section (1) of Article FOURTH shall read as follows:

         "(b)  "CORPORATION" shall mean S & P U.S., Inc."


         IN WITNESS WHEREOF, said S & P U.S., Inc. has caused this

certificate to be signed by David W. Schoenberg, its Vice



President and attested to by John E. Lowe, its Assistant Secretary this 12th

day of November, 1987.


                                            S & P U.S., INC.


                                            By: /s/ David W. Schoenberg
                                                --------------------------
                                                David W. Schoenberg,
                                                Vice President


Attested by:


/s/ John E. Lowe
- --------------------------
John E. Lowe
Assistant Secretary




                          CERTIFICATE OF AMENDMENT

                                      OF

                    RESTATED CERTIFICATE OF INCORPORATION

                                      OF

                               S & P U.S., INC.

         S & P U.S., INC. (originally incorporated under the name S & P

CANADA, INC. on August 18, 1987), a corporation duly organized and existing

by virtue of the General Corporation Law of the State of Delaware (the

"Corporation"),

         DOES HEREBY CERTIFY:

         FIRST:   That the Board of Directors of said Corporation, by

unanimous written consent of its members, filed with the minutes of the

Board, adopted a resolution proposing and declaring advisable the following

amendment to the Restated Certificate of Incorporation:

         RESOLVED:    That the Restated Certificate of Incorporation of S & P
         U.S., INC. be amended by changing the Article thereof numbered FIRST
         so that, as amended such Article shall be and read as follows:

         "FIRST:  The name of the corporation is Kalium Chemicals, Ltd."

         FURTHER RESOLVED:  That the Restated Certificate of Incorporation of
         S & P U.S., INC. be amended by changing Subsection (b) of Section (1)
         of the Article thereof numbered FOURTH so that, as amended such
         subsection shall be and read as follows:

         "(b)   "CORPORATION" shall mean Kalium Chemicals, Ltd."

         SECOND:  That in lieu of a meeting and vote of the sole stockholder,

the sole stockholder has given written consent to said amendment in

accordance with the provisions of Section 226 of the General Corporation Law

of the State of Delaware.



     THIRD:  That the aforesaid amendment was duly adopted in accordance

with the applicable provisions of Sections 242, 141(f) and 228 of the General

Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, said S & P U.S., INC. has caused this certificate to

be signed by Clifford J. Kelly, its President, and Dale W. Ward, its

Secretary, this 29th of February, 1988.



                                     S & P U.S., INC.
                                     (f/k/a S & P CANADA, INC.)




                                     By:  /s/ Clifford J. Kelly
                                         --------------------------------
                                         Clifford J. Kelly,
                                         President

Attested by:




/s/ Dale W. Ward
- ---------------------------
Dale W. Ward,
Secretary





                            CERTIFICATE OF AMENDMENT
                                     TO THE
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                              KALIUM CHEMICALS, LTD.


     KALIUM CHEMICALS, LTD., organized and existing under and by virtue of
the General Corporation Law of the State of Delaware (the "Corporation"),
DOES HEREBY CERTIFY AS FOLLOWS:

     FIRST: That the Board of Directors of the Corporation, by unanimous
written consent of its members, filed with the minutes of the board, adopted
resolutions proposing and declaring advisable the following amendments to
the Restated Certificate of Incorporation:

     (i)    That Article NINTH of the Restated Certificate of Incorporation
            is hereby amended in its entirety to read as follows:

            "NINTH:   (a)   The Corporation shall indemnify  (i) any person
            who was or is a party or is threatened to be made a party to any
            threatened, pending or completed action or suit by or in the right
            of the Corporation to procure a judgment in its favor by reason of
            the fact that such person is or was a director, officer, employee or
            agent of the Corporation or is or was serving at the request of the
            Corporation as a director, officer, employee or agent of another
            corporation, partnership, joint venture, trust or other enterprise,
            against expenses (including attorneys' fees) actually and reasonably
            incurred by such person in connection with the defense or settlement
            of such action or suit, and (ii) any person who was or is a party or
            is threatened to be made a party to any threatened, pending or
            completed action, suit or proceeding, whether civil, criminal,
            administrative or investigative (other than an action by or in the
            right of the Corporation) by reason of the fact that such person is
            or was a director, officer, employee or agent of the Corporation, or
            is or was serving at the request of the Corporation as a director,
            officer, employee or agent of another corporation, partnership,
            joint venture, trust or other enterprise, against expenses
            (including attorneys' fees), judgments, fines and amounts paid in
            settlement actually and reasonably incurred by such person in
            connection with such action, suit or proceeding, in each case to
            the fullest extent permissible under Section 145 of the Delaware
            General Corporation Law, as amended from time to time, or the
            indemnification provisions of any successor statute.

            (b)   The foregoing provisions of this Article NINTH shall be
            deemed to be a contract between the



            Corporation and each director and officer who serves in such
            capacity at any time while this Article NINTH is in effect, and any
            repeal or modification thereof shall not affect any rights or
            obligations then existing with respect to any state of facts then or
            theretofore existing or any action, suit or proceeding theretofore
            or thereafter brought based in whole or in part upon any such state
            of facts. The foregoing rights of indemnification shall not be
            deemed exclusive of any other rights to which any director or
            officer may be entitled apart from the provisions of this Article
            NINTH. The Board of Directors in its discretion shall have power on
            behalf of the Corporation to enter into agreements with respect to
            the indemnification of any person, other than a director or
            officer, made a party to any action, suit or proceeding by reason
            of the fact that he, his testator or intestate, is or was an
            employee, agent or otherwise acting on behalf of the Corporation or
            serving at the request of the Corporation as a director, officer,
            employee or agent of another corporation, partnership, joint
            venture, trust or other enterprise."

     (ii)   That Article TENTH of the Restated Certificate of Incorporation
            is hereby amended in its entirety to read as follows:

            "TENTH:   A director of the Corporation shall not be personally
            liable to the Corporation or its stockholders for monetary damages
            for breach of fiduciary duty as a director, except for liability
            (i) for any breach of the director's duty of loyalty to the
            Corporation or its stockholders, (ii) for acts or omissions not in
            good faith or which involve intentional misconduct or a knowing
            violation of law, (iii) under Section 174 of the Delaware General
            Corporation Law, or (iv) for any transaction from which the director
            derived any improper personal benefit. If the Delaware General
            Corporation Law is amended after this Amendment to the Restated
            Certificate of Incorporation becomes effective to authorize
            corporate action further eliminating or limiting the personal
            liability of directors, then the liability of a director of the
            Corporation shall be eliminated or limited to the fullest extent
            permitted by the Delaware General Corporation Law, as so amended.

                  Any repeal or modification of the provisions of this
            Article TENTH by the stockholders of the Corporation shall be
            prospective only, and shall not adversely affect any limitation on
            the personal liability of a director of the Corporation with respect
            to any act or omission occurring prior to the effective date of such
            appeal or modification. In the event that



            ny of the provisions of this Article TENTH (including any
            provision within a single sentence) is held by a court of competent
            jurisdiction to be invalid, void or otherwise unenforceable, the
            remaining provisions are severable and shall remain enforceable to
            the fullest extent permitted by law."

         SECOND:  That in lieu of a meeting and vote of stockholders, the
sole stockholder of the Corporation has given its written consent to said
amendment in accordance with the provisions of Section 228 of the General
Corporation Law of the State of Delaware.

         THIRD:   That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Section 242 and 228 of the General
Corporation Law of the State of Delaware.



         IN WITNESS WHEREOF, Kalium Chemicals, Ltd. has caused this
Certificate to be signed by Karen E. Nyman, its Vice President and by Mary
Beth Veiha, its Assistant Secretary, this 28 day of June, 1991.


                                            KALIUM CHEMICALS, LTD.



                                            By:   /s/ Karen E. Nyman
                                                -------------------------------
                                                Karen E. Nyman, Vice President


ATTEST:



/s/  Mary Beth Vieha
- ------------------------------------
Mary Beth Vieha, Assistant Secretary



                         CERTIFICATE OF AMENDMENT TO

                    RESTATED CERTIFICATE OF INCORPORATION

                                      OF

                            KALIUM CHEMICALS, LTD.


     Kalium Chemicals, Ltd. (the "Corporation"), a corporation duly organized

and existing by virtue of the General Corporation Law of the State of

Delaware ("GCL"), DOES HEREBY CERTIFY:

     1.  That the Board of Directors of the Corporation, by the unanimous
written consent of its members, filed with the minutes of the Board, adopted
resolutions proposing and declaring advisable the following amendment to the
Restated Certificate of Incorporation:

     RESOLVED:    That Subsection (1) of ARTICLE SIXTH of the Restated
     Certificate of Incorporation of the Corporation be deleted, and in
     connection therewith, the following subsections be renumbered as indicated
     herein: Subsection (2) shall be renumbered Subsection (1); Subsection (3)
     shall be renumbered Subsection (2); Subsection (4) shall be renumbered
     Subsection (3); Subsection (5) shall be renumbered Subsection (4); and
     Subsection (6) shall be renumbered Subsection (5).

     FURTHER RESOLVED:  That the preamble of the first sentence of Subsection
     (5) of ARTICLE SIXTH (as newly renumbered by this amendment) is hereby
     amended to read as follows:

         "The affirmative vote of not less than eighty percent (80%) of the
         directors shall be required in order to authorize the taking of any of
         the following actions by the Corporation:"

     The remainder of such Subsection (5) remains unaltered.

     2.  That in lieu of a meeting and vote of the stockholders, the
stockholders have given written consent to the above amendment in accordance
with the provisions of Section 228 of the GCL.

     3.  That the above amendment was duly adopted in accordance with the
applicable provisions of Sections 242, 141(f), and 228 of the GCL.




IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed
by Karen E. Nyman, its Vice President, and Rose Marie Williams, its Assistant
Secretary, this 9th day of November, 1993.

                                            Kalium Chemicals, Ltd.

                                            By: /s/ Karen E. Nyman
                                               -------------------
                                               Karen E. Nyman,
                                               Vice President

Attested by:

/s/ Rose Marie Williams
- ------------------------
Rose Marie Williams,
Assistant Secretary




                                 CERTIFICATE OF AMENDMENT
                                             OF
                               CERTIFICATE OF INCORPORATION
                                             OF
                                   KALIUM CHEMICALS, LTD.

         The undersigned officers, John U. Huber and Rose Marie Williams,
President and Assistant Secretary, respectively, of Kalium Chemicals, Ltd., a
corporation organized and existing under the General Corporation Law of the
State of Delaware (the "Corporation"), do hereby certify that:

1.       Article One of the Certificate of Incorporation of the Corporation
    is hereby amended in its entirety as follows:

                                      "ARTICLE ONE

                      The name of the corporation is IMC Kalium Ltd.

2.       This Certificate of Amendment was duly adopted by the directors and
    sole stockholder of the Corporation according to the provisions of
    Sections 141(f), 228 and 242 of the General Corporation Law of the State
    of Delaware.

         IN WITNESS WHEREOF, we have hereunto subscribed our names this 19th
day of September, 1996.


                                                KALIUM CHEMICALS, LTD.

[SEAL]                                          By:   /s/ John U. Huber
                                                    -----------------------
                                                    John U. Huber
                                                    President

Attest:

/s/ Rose Marie Williams
- ---------------------------
Rose Marie Williams
Assistant Secretary




                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                               OF IMC KALIUM LTD.


         The undersigned officer, Rose Marie Williams, Secretary, of IMC
Kalium Ltd., a corporation organized and existing under the General
Corporation Law of the State of Delaware (the "Company"), does hereby certify
that:

1.       Article One of the Certificate of Incorporation of the Company is
     hereby amended in its entirety as follows:

                                 "ARTICLE ONE

                   The name of the corporation is IMC USA Inc."

2.       This Certificate of Amendment was duly adopted by sole director and
     the sole stockholder of the Company according to the provisions of
     Sections 141(f), 228 and 242 of the General Corporation Law of the State
     of Delaware.

         IN WITNESS WHEREOF, I have hereunto subscribed my name this 23 day
of June, 2000.


                                                IMC KALIUM LTD.

[SEAL]                                          By: /s/ Rose Marie Williams
                                                    -----------------------
                                                    Rose Marie Williams
                                                    Secretary



                           CERTIFICATE OF AMENDMENT
                                      OF
                         CERTIFICATE OF INCORPORATION
                                      OF
                                  IMC USA INC.

                                     *****

                  Adopted in accordance with the provisions
                of Section 242 of the General Corporation Law
                          of the State of Delaware

                                     *****

         Rose Marie Williams, being the duly elected Secretary of IMC USA

Inc., a corporation duly organized and existing under and by virtue of the

General Corporation Law of the State of Delaware (the "Company"), does hereby

certify as follows:


         FIRST:   That the Certificate of Incorporation of the Company be,
         and hereby is, amended by deleting the first paragraph in Article
         FOURTH in its entirety, all subsequent paragraphs remain unchanged,
         and substituting in lieu thereof a new first paragraph in Article
         FOURTH to read as follows:

                  "FOURTH:   The total number of shares of all classes of
                  stock which the Corporation shall have authority to issue is
                  2,500 shares of Common Stock, having no par value ("COMMON
                  STOCK")."

         SECOND:  That the sole director of the Company approved the
         foregoing amendment by written consent pursuant to the provisions of
         Sections 141(f) and 242 of the General Corporation Law of the State of
         Delaware and directed that such amendment be submitted to the sole
         stockholder of the Company for its consideration, approval and adoption
         thereof.

         THIRD:   That the sole stockholder of the Company approved the
         foregoing amendment by written consent in accordance with Sections 228
         and 242 of the General Corporation Law of the State of Delaware.

                                     *****



         IN WITNESS WHEREOF, I have hereunto subscribed my name this 29th day
of June, 2001.



                                            IMC USA INC.,
                                            a Delaware corporation

[SEAL]

                                            By: /s/ Rose Marie Williams
                                                --------------------------
                                                Rose Marie Williams
                                                Secretary

EX-3.I(Y)

                                                                Exhibit 3.i(y)

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                               KCL HOLDINGS, INC.

         KCL Holdings, Inc., a corporation duly organized and existing by virtue
of the General Corporation Law of the State of Delaware (the "Corporation"), and
incorporated on August 18, 1987 (under the name S & P U.S., Inc.), DOES HEREBY
CERTIFY:

         1. That the Board of Directors of the Corporation, by unanimous written
consent without a meeting pursuant to Section 141(f) of the General Corporation
Law of the State of Delaware adopted a resolution amending and restating the
Corporation's Certificate of Incorporation in its entirety as follows:

         FIRST: The name of the Corporation is KCL HOLDINGS, INC.

         SECOND: The address of its registered office in the State of Delaware
is 32 Loockerman Square, Suite L-100, in the City of Dover, 19901, County of
Kent. The name of its registered agent at such address is The Prentice-Hall
Corporation System, Inc.

         THIRD: The nature of the business or purpose to be conducted or
promoted is to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of the State of Delaware as the
same may be amended from time to time ("GCL").

         FOURTH: The total number of shares of all classes of stock which the
Corporation shall have the authority to issue is Three Hundred One Thousand and
Ten (301,010) shares, consisting of: Three Hundred Thousand (300,000) shares of
Series A Preferred Stock, $100 par value (the "Series A Preferred Stock"), Ten
(10) shares of Class A Preferred Stock, $1,000,000 par value ("Class A Preferred
Stock"), and One Thousand (1,000) shares of common stock, no par value ("Common
Stock").

    (1) As used in this Amended and Restated Certificate of Incorporation, the
following terms shall have the following meanings:

         (a) "BOARD" shall mean the board of directors of the Corporation;



         (b) "CLASS A LIQUIDATION VALUE" of a share of Class A Preferred Stock
    shall mean at any given date of determination with respect to any given
    holder of Class A Preferred Stock the sum of (x) the par value of such
    share, and (y) the amount of all unpaid cumulative dividends an such share.

         (c) "CLASS A ORIGINAL ISSUE DATE" of a share of Class A Preferred Stock
    shall mean the date on which the first share of Class A Preferred Stock was
    originally issued.

         (d) "CLASS A REDEMPTION DATE" of a share of Class A Preferred Stock
    shall mean each date fixed for redemption of Class A Preferred Stock as
    determined pursuant to Subsection (4)(e) hereof.

         (e) "CORPORATION" shall mean KCL Holdings, Inc.;

         (f) "SERIES A LIQUIDATION VALUE" of a share of Series A Preferred
    Stock shall mean at any given date of determination with respect to any
    given holder of Series A Preferred Stock the sum of (x) the par value of
    such share and (y) the amount of all unpaid cumulative dividends on such
    share.

         (g) "SERIES A ORIGINAL ISSUE DATE" of a share of Series A Preferred
    Stock shall mean the date on which the first share of Series A Preferred
    Stock was originally issued.

         (h) "SERIES A REDEMPTION DATE" of a share of Series A Preferred Stock
    shall mean each date fixed for redemption of Series A Preferred Stock as
    determined pursuant to Subsection (3)(e) hereof.

         (i) "SUBSIDIARY" shall mean any corporation, at least 50% of whose
    outstanding voting stock shall at the time be owned directly or indirectly
    by the Corporation or by one of more Subsidiaries.

    (2) Each share of Common Stock shall entitle the holder thereof to one vote,
in person or by proxy, at any and all meetings of the stockholders of the
Corporation on all propositions before such meetings.

    (3) The Series A Preferred Stock shall have the following rights, powers,
preferences and characteristics:

         (a) DESIGNATION. This class is designated as the Series A Preferred
    Stock of the Corporation. Each share of Series A Preferred Stock shall be
    identical in all respects with the other shares of Series A Preferred
    Stock. All


                                       2


    shares of the Series A Preferred Stock shall be subordinate to the Class
    A Preferred Stock in respect of the right to receive dividends and
    payments out of the assets of the Corporation upon voluntary or
    involuntary liquidation, dissolution or winding-up of the Corporation.

         (b) DIVIDENDS.

                 (i) The holders of the Series A Preferred Stock shall be
         entitled to receive, when and as declared by the Board, out of assets
         of the Corporation legally available therefor, preferential cumulative
         dividends at a compound rate of thirteen percent (13%) per annum
         multiplied by the par value of the Series A Preferred Stock. Such
         dividends shall accumulate on a compound basis on each share from the
         Series A Original Issue Date, and shall accumulate day to day whether
         or not earned or declared, to and including the date on which such
         share is redeemed and (if redeemed) the full Series A Redemption Price
         therefor is paid pursuant to Subsection (3)(e)(i)(A) of this Article.
         Dividends shall be cumulative so that, to the extent dividends are not
         declared, the holders of Series A Preferred Stock shall continue to
         have the right to receive the undeclared balance of the dividends, when
         declared by the Board.

                  (ii) If, at any time, the Corporation shall pay a dividend on
         the Series A Preferred Stock which is less than the full amount of the
         cumulative dividend payable with respect to such class, then such
         dividend shall be distributed such that an equal amount thereof will be
         paid with respect to each outstanding share of Series A Preferred
         Stock.

                  (iii) At any time that all cumulative dividends on the Class A
         Preferred Stock and Series A Preferred stock have been paid in full,
         then dividends may be declared and paid on or set apart for the
         outstanding Common Stock out of any assets at the time legally
         available therefor.

         (c) LIQUIDATION, DISSOLUTION OR WINDING-UP.

                  (i) In the event of any liquidation, dissolution or winding-up
         of the business of the Corporation, whether voluntary or involuntary,
         the holders of Series A Preferred Stock shall be entitled to receive
         from the assets of the Corporation a preferential amount in cash equal
         to the Series A Liquidation Value. The Series A Liquidation Value to be
         paid to holders of Series A Preferred Stock shall be paid only after
         the payment or


                                       3



         setting apart for payment of any amount for, or the distribution of any
         assets of the Corporation to holders of outstanding Class A Preferred
         Stock. All of said preferential amounts to be paid to the holders of
         Class A Preferred Stock and Series A Preferred Stock shall be paid
         before the payment or setting apart for payment of any amount for, or
         the distribution of any assets of the Corporation to, the holders of
         Common Stock in connection with such liquidation, dissolution or
         winding-up.

                  (ii) If the assets of the Corporation to be distributed to
         holders of Series A Preferred Stock are insufficient to pay the Series
         A Liquidation Value in full, then all assets to be distributed to such
         holders shall be distributed among them ratably, according to the
         number of shares of Series A Preferred Stock held by each such holder.

                  (iii) After the payment in cash to the holders of the Class A
         Preferred Stock and the Series A Preferred Stock of the full Class A
         Liquidation Value and the full Series A Liquidation Value,
         respectively, the holders of Common Stock shall be entitled to receive,
         ratably, according to the number of shares held by each such holder,
         all remaining assets of the Corporation.

                  (iv) A liquidation, dissolution or winding-up of the business
         of the Corporation, as such terms are used in this Subsection (3)(c),
         shall not be deemed to include any consolidation or merger of the
         Corporation with or into any other corporation or corporations.

         (d) VOTING. Except as otherwise expressly provided herein or as
    required by law, the holder of each share of Series A Preferred Stock
    shall not be entitled to vote on any matters.

         (e) REDEMPTION.

                  (i) The Corporation may, at the option of the Board, redeem
         the Series A Preferred Stock in whole or in part, as follows:

                           (A) The redemption price for each share of Series A
                  Preferred Stock shall be an amount in cash equal to the Series
                  A Liquidation Value (such amount being hereinafter referred to
                  as the "Series A Redemption Price").

                           (B) In the event of such a redemption of only a part
                  of the then outstanding Series A


                                       4




                  Preferred Stock, the Corporation shall effect such redemption,
                  in multiples of 1,000 shares, ratably, according to the number
                  of shares of Series A Preferred Stock held by each holder of
                  the Series A Preferred Stock.

                           (C) At least 30 days and not more than 60 days prior
                  to the date fixed for any redemption of the Series A Preferred
                  Stock (the "Series A Redemption Date"), written notice (the
                  "Series A Redemption Notice") shall be mailed, postage
                  prepaid, registered or certified mail, return receipt
                  requested, to each holder of record of the Series A Preferred
                  Stock being redeemed at his post office address last shown on
                  the records of the Corporation. The Series A Redemption Notice
                  shall state:

                                  (v) The Series A Redemption Date;

                                  (w) Whether all or less than all of the
                           outstanding shares of Series A Preferred Stock are to
                           be redeemed;

                                  (x) the number of shares of Series A Preferred
                           Stock held by the holder that the Corporation intends
                           to redeem;

                                  (y) the Series A Redemption Price; and

                                  (z) that the holder is to surrender to the
                           Corporation by delivery to the Corporation his
                           certificate or certificates representing the shares
                           of Series A Preferred Stock to be redeemed.

                           (D) On the Series A Redemption Date and upon
                  surrender by the holder or holders thereof of the certificate
                  or certificates for shares of Series A Preferred Stock to be
                  redeemed, the Corporation shall deliver to each such holder of
                  Series A Preferred Stock whose shares are to be redeemed a
                  certified or bank cashier's check in an amount equal to the
                  Series A Redemption Price multiplied by the number of shares
                  of Series A Preferred Stock to be redeemed from the holder and
                  so surrendered; and on or after each Series A Redemption Date,
                  each holder of Series A Preferred Stock whose stock has been
                  redeemed, shall surrender such holder's certificate(s) for the
                  shares of Series A Preferred Stock so redeemed (endorsed for
                  transfer, or accompanied by a


                                       5





                  separate stock transfer power endorsed for transfer, to the
                  Corporation) to the Corporation. In the event less than all
                  shares represented by said certificate are redeemed, a new
                  certificate shall be issued representing the unredeemed
                  shares.

                           (E) If the Series A Redemption Notice shall have been
                  duly given, then notwithstanding that the certificates
                  evidencing any of the shares of Series A Preferred Stock so
                  called for redemption shall not have been surrendered,
                  dividends with respect to such shares shall cease to
                  accumulate after the Series A Redemption Date and all rights
                  with respect to such shares shall forthwith after the Series A
                  Redemption Date terminate, with the sole exception of the
                  right of the holders to receive the Series A Redemption Price
                  without interest upon surrender of their certificate or
                  certificates therefor.

                  (ii) The Corporation's right to redeem Series A Preferred
         Stock pursuant to this Subsection (3)(c) is subject to the
         Corporation having available funds which, under Delaware law, may
         legally be used for such purpose.

         (f) SHARES ACQUIRED BY CORPORATION. No share or shares of Series A
    Preferred Stock acquired by the Corporation by reason of redemption,
    purchase, or otherwise shall be reissued, and all such shares shall be
    cancelled, retired and eliminated from the shares which the Corporation
    shall be authorized to issue.

         (g) OTHER RIGHTS AND POWERS. The shares of the Series A Preferred
    Stock shall not have any relative, participating, optional or other
    special rights and powers other than as set forth herein.

    (4) The Class A Preferred Stock shall have the following rights, powers,
preferences and characteristics:

         (a) DESIGNATION. This class is designated as the Class A Preferred
    Stock of the Corporation. Each share of Class A Preferred Stock shall be
    identical in all respects with the other shares of Class A Preferred
    Stock. All shares of the Class A Preferred Stock shall be prior to the
    Series A Preferred Stock in respect of the right to receive dividends and
    payments out of the assets of the Corporation upon voluntary or
    involuntary liquidation, dissolution or winding-up of the Corporation.

                                       6


         (b) DIVIDENDS.

                  (i) The holders of Class A Preferred Stock shall be entitled
         to receive, when and as declared by the Board, out of assets of the
         Corporation legally available therefor, preferential cumulative
         dividends at a compound rate per annum equal to two (2) percentage
         points plus the "prime rate" in effect from time to time at the Harris
         Trust and Savings Bank in Chicago, Illinois, multiplied by the par
         value of the Class A Preferred Stock. Such dividends shall accumulate
         on a compound basis on each share from the Class A Original Issue Date
         and shall accumulate day to day whether or not earned or declared, to
         and including the date on which such share is redeemed and (if
         redeemed) the full Class A Redemption Price therefor is paid pursuant
         to Subsection (4) (e) (i) (A) of this Article. Dividends shall be
         cumulative so that, to the extent dividends are not declared, the
         holders of Class A Preferred Stock shall continue to have the right to
         receive the undeclared balance of the dividends, when declared by the
         Board.

                  (ii) If, at any time, the Corporation shall pay a dividend on
         the Class A Preferred Stock which is less than the full amount of the
         cumulative dividend payable with respect to that class, then such
         dividend shall be distributed such that an equal amount thereof will be
         paid with respect to each outstanding share of Class A Preferred Stock.

                  (iii) At any time that all cumulative dividends on the Class A
         Preferred Stock have been paid in full, then dividends may be declared
         and paid on or set apart for the Series A Preferred Stock and, subject
         to Subsection 3(b)(iii), the Common Stock out of any assets at the time
         legally available therefor.

         (c) LIQUIDATION, DISSOLUTION OR WINDING-UP.

                  (i)   In the event of any liquidation, dissolution or
         winding-up of business of the Corporation, whether voluntary or
         involuntary, the holders of the Class A Preferred Stock shall be
         entitled to receive from the assets of the Corporation a
         preferential amount in cash equal to the Class A Liquidation Value.
         All of said preferential amounts to be paid to the holders of the
         Class A Preferred Stock shall be paid before the payment or setting
         apart for payment of any amount for, or the distribution of any
         assets of the Corporation to, the holders of the outstanding Series
         A Preferred

                                       7



         Stock and Common Stock in connection with such liquidation, dissolution
         or winding-up.

                  (ii)  If the assets of the Corporation to be distributed to
         holders of Class A Preferred Stock are insufficient to pay the Class A
         Liquidation Value in full, then all assets to be distributed to such
         holders shall be distributed among them ratably, according to the
         number of shares of Class A Preferred Stock held by each such holder.

                  (iii)  After the payment in cash to the holders of Class A
         Preferred Stock of the full Class A Liquidation Value, the holders of
         Series A Preferred Stock shall be entitled to receive, ratably,
         according to the number of shares held by each such holder, the full
         Series A Liquidation Value of their shares. After the payment in cash
         to the holders of Class A Preferred Stock and Series A Preferred Stock
         of the Class A Liquidation Value and the Series A Liquidation Value,
         respectively, the holders of Common Stock shall be entitled to receive,
         ratably, according to the number of shares held by each such holder,
         all remaining assets of the Corporation.

                  (iv)   A liquidation, dissolution or winding-up of the
         business of the Corporation, as such terms are used in this
         Subsection (4)(c), shall not be deemed to include any consolidation
         or merger of the Corporation with or into any other corporation or
         corporations.

         (d)      VOTING. Each share of Class A Preferred Stock shall entitle
     the holder thereof to one vote, in person or by proxy, at any and all
     meetings of the shareholders of the Corporation, on all propositions
     before such meeting.

         (e)      REDEMPTION.

                  (i)   The Corporation may, at the option of the Board, redeem
         the Class A Preferred Stock in whole or in part, as follows:

                           (A) The redemption price for each share of Class A
                  Preferred Stock shall be an amount in cash equal to the Class
                  A Liquidation Value (such amount being hereinafter referred to
                  as the "Class A Redemption Price").

                           (B) In the event of such a redemption of only a part
                  of the then outstanding Class A Preferred Stock, the
                  Corporation shall effect such redemption, in multiples of one
                  (1) share,


                                       8





                  ratably, according to the number of shares of Class A
                  Preferred Stock held by each holder of the Class A Preferred
                  Stock.

                           (C) At least 30 days and not more than 60 days prior
                  to the date fixed for any redemption of the Class A Preferred
                  Stock (the "Class A Redemption Date"), written notice (the
                  "Class A Redemption Notice") shall be mailed, postage prepaid,
                  registered or certified mail, return receipt requested, to
                  each holder of record of the Class A Preferred Stock being
                  redeemed at his or its post office address last shown on the
                  records of the Corporation. The Class A Redemption Notice
                  shall state:

                                  (v) The Class A Redemption Date;

                                  (w) Whether all or less than all of the
                           outstanding shares of Class A Preferred Stock are to
                           be redeemed;

                                  (x) the number of shares of Class A Preferred
                           Stock held by the holder that the Corporation intends
                           to redeem;

                                  (y) the Class A Redemption Price; and

                                  (z) that the holder is to surrender to the
                           Corporation by delivery to the Corporation his
                           certificate or certificates representing the shares
                           of Class A Preferred Stock to be redeemed.

                           (D) On the Class A Redemption Date and upon surrender
                  by the holder or holders thereof of the certificate or
                  certificates for shares of Class A Preferred Stock to be
                  redeemed, the Corporation shall deliver to each such holder of
                  Class A Preferred Stock whose shares are to be redeemed a
                  certified or bank cashier's check in an amount equal to the
                  Class A Redemption Price multiplied by the number of shares
                  of Class A Preferred Stock to be redeemed from the holder and
                  so surrendered; and on or after each Class A Redemption Date,
                  each holder of Class A Preferred Stock whose stock has been
                  redeemed, shall surrender such holder's certificate(s) for the
                  shares of Class A Preferred Stock so redeemed (endorsed for
                  transfer, or accompanied by a separate stock transfer power
                  endorsed for transfer, to the Corporation) to the Corporation.
                  In the event less than all shares


                                       9




                  represented by said certificate are redeemed, a new
                  certificate shall be issued representing the unredeemed
                  shares.

                           (E) If the Class A Redemption Notice shall have been
                  duly given, then notwithstanding that the certificates
                  evidencing any of the shares of Class A Preferred Stock so
                  called for redemption shall not have been surrendered,
                  dividends with respect to such shares shall cease to
                  accumulate after the Class A Redemption Date and all rights
                  with respect to such shares shall forthwith after the Class A
                  Redemption Date terminate, with the sole exception of the
                  right of the holders to receive the Class A Redemption Price
                  without interest upon surrender of their certificate or
                  certificates therefor.

                  (ii) The Corporation's right to redeem Class A Preferred Stock
         pursuant to this Subsection (4)(e) is subject to the Corporation having
         available funds which, under Delaware law, may legally be used for such
         purpose.

         (f) SHARES ACQUIRED BY CORPORATION. No share or shares of Class A
     Preferred Stock acquired by the Corporation by reason of redemption,
     purchase, or otherwise shall be reissued, and all such shares shall be
     cancelled, retired and eliminated from the shares which the Corporation
     shall be authorized to issue.

         (g) OTHER RIGHTS AND POWERS. The shares of the Class A Preferred
     Stock shall not have any relative, participating, optional or other
     special rights and powers other than as set forth herein.

         FIFTH: The Board of Directors of the Corporation shall have the powers
and authorities to do all such acts and things as may be exercised or done by
the Corporation, subject, however, to the provisions of the statutes of
Delaware, of this Certificate, and to any by-laws from time to time in effect;
provided that no by-laws shall invalidate any prior act of the directors which
would have been valid if such by-law had not been made. The number of directors
of the Corporation shall be five.

         SIXTH: The election of directors need not be by written ballot.

         SEVENTH: (1) The Corporation shall indemnify (a) any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor


                                      10





by reason of the fact that such person is or was a director, officer, employee
or agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit, and (b) any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, in each case to the fullest extent permissible
under Section 145 of the Delaware General Corporation Law, as amended from time
to time, or the indemnification provisions of any successor statute.

     (2) The foregoing provisions of this Article SEVENTH shall be deemed to
be a contract between the Corporation and each director and officer who
serves in such capacity at any time while this Article SEVENTH is in effect,
and any repeal or modification thereof shall not affect any rights or
obligations then existing with respect to any state of facts then or
theretofore existing or any action, suit or proceeding theretofore or
thereafter brought based in whole or in part upon any such state of facts.
The foregoing rights of indemnification shall not be deemed exclusive of any
other rights to which any director or officer may be entitled apart from the
provisions of this Article SEVENTH. The Board of Directors in its discretion
shall have power on behalf of the Corporation to enter into agreements with
respect to the indemnification of any person, other than a director or
officer, made a party to any action, suit or proceeding by reason of the fact
that he, his testator or intestate, is or was an employee, agent or otherwise
acting on behalf of the Corporation or serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise.

         EIGHTH: A director of the Corporation shall not be personally liable
to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional


                                       11



misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction from which the
director derived any improper personal benefit. If the Delaware General
Corporation Law is amended after this Amended and Restated Certificate of
Incorporation becomes effective to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of a director of the Corporation shall be eliminated or limited to the fullest
extent permitted by the Delaware General Corporation Law, as so amended.

     Any repeal or modification of the provisions of this Article EIGHTH by
the stockholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of
the Corporation with respect to any act or omission occurring prior to the
effective date of such appeal or modification. In the event that any of the
provisions of this Article EIGHTH (including any provision within a single
sentence) is held by a court of competent jurisdiction to be invalid, void or
otherwise unenforceable, the remaining provisions are severable and shall
remain enforceable to the fullest extent permitted by law."

     2. That in lieu of a meeting and vote of stockholders, the majority
stockholder of the Corporation has given its written consent to said Amended
and Restated Certificate of Incorporation and all other stockholders of the
Corporation have been notified of such amendment and restatement, all in
accordance with the provisions of Section 228 of the Delaware General
Corporation Law.

     3. That the aforesaid Amended and Restated Certificate of Incorporation
was duly adopted in accordance with the applicable provisions of Section 242
and 228 and 245 of the Delaware General Corporation Law.

                                       12



     IN WITNESS WHEREOF, KCL Holdings, Inc. has caused this Amended and
Restated Certificate of Incorporation to be signed by Karen E. Nyman, its
Vice President and by Mary Beth Vieha, its Assistant Secretary, this 23rd day
of May, 1991.

                                        KCL HOLDINGS, INC.


                                        By: /s/  Karen E. Nyman
                                           -------------------------------------
                                           Karen E. Nyman, Vice President

ATTEST:


/s/  Mary Beth Vieha
- ---------------------------------------
Mary Beth Vieha, Assistant
Secretary

EX-3.I(Z)

                                                                EXHIBIT 3.i(z)

                                   RESTATED

                          CERTIFICATE OF INCORPORATION

                                     -of-

                                 NAMSCO INC.

                                   -ooOoo-


        FIRST: The name of the Corporation is NAMSCO Inc. (hereinafter
sometimes called the "Corporation").

        SECOND: The address of the Corporation's registered office in the
State of Delaware is Corporation Trust Center, 1209 Orange Street, City of
Wilmington, County of New Castle, State of Delaware 19801. The name of its
registered agent at such address is The Corporation Trust Company.

        THIRD: The nature of the business or purposes to be conducted or
promoted are to engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of the State of Delaware.

        FOURTH: The total number of shares of stock which the Corporation has
authority to issue is 3,521,000 shares, consisting of:

        (1) 20,000 shares of Preferred Stock, par value $.01 per share
("Preferred Stock");

        (2) 3,500,000 shares of Junior Preferred Stock, par value $.01 per
share ("Junior Preferred Stock"); and

        (3) 1,000 shares of Common Stock, par value $.01 per share ("Common
Stock").



                               A. PREFERRED STOCK

Part 1. DIVIDENDS.

        1A. GENERAL OBLIGATION. When, as and if declared by the Board of
Directors of the Corporation, and to the extent permitted under the General
Corporation Law of the State of Delaware, the Corporation will pay
preferential cumulative dividends out of funds legally available for the
payment of dividends to the holders of Preferred Stock at the times and in
the amounts provided for in this Part 1. Except as otherwise provided herein,
cumulative dividends on Preferred Stock will accrue on a daily basis
(computed on the basis of a 360-day year of twelve 30-day months) at the rate
of 14% of the Stated Value per year (subject to adjustment as provided in
Part 5), from and including the date of issuance of such Preferred Stock to
but excluding the date on which the Redemption Price of such Preferred Stock
is paid. Such dividends will accrue and be cumulative whether or not they
have been declared and whether or not there are profits, surplus or other
funds of the Corporation legally available for the payment of dividends. The
date on which the Corporation initially issues any share of Preferred Stock
will be deemed to be its "date of issuance" regardless of the number of times
transfer of such share of Preferred Stock is made on the stock records of the
Corporation, and regardless of the number of certificates which may be issued
to evidence such share of Preferred Stock.

        1B. PAYMENT OF DIVIDENDS. Dividends accrued on the Preferred Stock
shall be payable on March 31, June 30, September 30 and December 31 in each
year (each such date being herein referred to as a "Dividend Reference
Date"), commencing on June 30, 1990. Such dividends shall be paid to the
holders of record at the close of business on the date specified by the Board
of Directors at the time such dividend is declared; PROVIDED, HOWEVER, that
such date shall not be more than ten days prior to the respective Dividend
Reference Date. To the extent not paid on any Dividend Reference Date, all
dividends which have accrued on each share of Preferred Stock then
outstanding during the period from and including the immediately preceding
Dividend Reference Date (or from the date of original issue of the Preferred
Stock in the case of the initial Dividend Reference Date) to such Dividend
Reference Date will be added to the Stated Value of such share of Preferred
Stock and will remain a part thereof until such dividends are paid. Any
dividends payable with respect to the Preferred Stock during the first three
years after the date of issuance may be paid (subject to restrictions under
applicable state law), in the sole discretion of the Board of Directors, in
cash or by issuing additional fully paid and nonassessable shares of
Preferred Stock, having an aggregate Stated Value equal to the amount of such
dividend, and the

                                      -2-




issuance of such additional shares shall constitute full payment of such
dividend. Dividends payable with respect to the Preferred Stock after the
first three years after the date of issuance are payable only in cash. All
shares of Preferred Stock which may be issued as a dividend with respect to
the Preferred Stock will thereupon be duly authorized, validly issued, fully
paid and nonassessable and free of all liens and charges.

        1C. DISTRIBUTION OF PARTIAL DIVIDEND PAYMENTS. If at any time the
Corporation distributes less than the total amount of dividends then accrued
with respect to Preferred Stock, such payment will be distributed among the
holders of Preferred Stock so that an equal amount will be paid (as nearly as
possible) with respect to each outstanding share of Preferred Stock.

        1D. PRIORITY. So long as any Preferred Stock remains outstanding,
neither the Corporation nor any of its subsidiaries will redeem, purchase or
otherwise acquire any Junior Securities, nor will the Corporation declare or
pay any dividend or make any distribution upon Junior Securities if
immediately after such redemption, purchase, acquisition, dividend or
distribution any Event of Noncompliance of the type described in paragraphs
(1) or (2) of Subpart 5A would exist with respect to the Preferred Stock, or
if the Corporation shall have failed to pay the full amount of dividends
accrued on the Preferred Stock as of the most recent Dividend Reference Date.

        1E. LIMITATION ON DIVIDEND RESTRICTIONS. The Corporation shall not,
and shall not permit any of its subsidiaries to, agree to any provision in
any agreement (other than those in the Master Agreement as of the date hereof
and the Subordinated Note Agreement as of the date hereof or in connection
with any refinancing or refunding thereof which is no more restrictive than
the restrictions contained in the Master Agreement on the date hereof or in
the Subordinated Note Agreement as of the date hereof) which would impose any
restrictions on the Corporation's right to declare and pay dividends on or
make any mandatory redemption of Preferred Stock.

Part 2. LIQUIDATION.

        Upon any voluntary or involuntary liquidation, dissolution or winding
up of the affairs of the Corporation, the holders of shares of Preferred
Stock then outstanding will be entitled to be paid out of the assets of the
Corporation available for distribution to stockholders (whether from capital,
surplus or earnings), before any distribution or payment is made upon any
Junior Securities of the Corporation, an amount in cash equal to the
aggregate Liquidation Value of all Preferred Stock outstanding to the date
fixed for liquidation, dissolution or winding up. The holders of Preferred
Stock will not be entitled


                                       -3-




to any further payment. If, upon any such liquidation, dissolution or winding
up of the Corporation, the assets of the Corporation to be distributed among
the holders of Preferred Stock are insufficient to permit payment to such
holders of the aggregate amount which they are entitled to be paid, then the
entire assets of the Corporation to be distributed to such holders will be
distributed ratably among such holders based upon the aggregate Liquidation
Value of the Preferred Stock held by each such holder. The Corporation will
mail written notice of such liquidation, dissolution or winding up, not less
than 30 days prior to the payment date stated therein, to each record holder
of Preferred Stock. Neither the consolidation or merger of the Corporation
into or with any other corporation or corporations, nor the sale or transfer
by the Corporation of all or any part of its assets, nor the reduction of the
capital stock of the Corporation, will be deemed to be a liquidation,
dissolution or winding up of the Corporation within the meaning of this Part
2 unless such consolidation, merger, sale or transfer shall be in connection
with a plan of liquidation, dissolution or winding up of the business of the
Corporation.

Part 3. REDEMPTIONS.

        3A. REDEMPTION AT THE OPTION OF THE CORPORATION. Subject to the legal
availability of funds, any contractual restrictions then binding on the
Corporation (including restrictions under the Master Agreement) and
applicable state law, the Corporation may redeem at its option, at any time,
all or any portion of the Preferred Stock then outstanding at a price per
share of Preferred Stock equal to the Redemption Price.

        3B. MANDATORY REDEMPTION. At the earlier of

            (i) March 30, 2000;

           (ii) the merger of the Corporation with and into another
     corporation whereby the Corporation is not the corporation surviving the
     merger;

          (iii) the sale of all or substantially all of the assets of the
     Corporation;

           (iv) the repurchase by Parent of more than 5% of the Class
     NAMSCO-A Common from terminated Management Stockholders (as defined in
     the Stockholders Agreement);

            (v) the exercise by Parent of its equity call rights pursuant to
     paragraphs 1I or 1J of the Stockholders Agreement or by a Stockholder
     (as defined in the Stockholders Agreement) of its equity put rights
     pursuant to paragraph 1I of the Stockholders Agreement (except if clause
     (iv) above is not triggered);


                                       -4-




            (vi)  the date when Section 2.03(b) of the Senior Note Agreement
     is applicable;

           (vii)  the date when Section 2.04(b) of the Subordinated Note
     Agreement is applicable; or

          (viii)  upon acceleration of the Senior Notes issued pursuant to
     the Senior Note Agreement or the Subordinated Notes issued pursuant to
     the Subordinated Note Agreement,

the Corporation will redeem all of the shares of Preferred Stock then
outstanding at a price per share of Preferred Stock equal to the Redemption
Price. If Section 2.03(c) of the Senior Note Agreement becomes applicable and
a holder of Preferred Stock that is entitled to have the Corporation redeem
all or a portion of its Preferred Stock elects to have all or a portion of
its Preferred Stock redeemed, or if Section 2.04(c) of the Subordinated Note
Agreement becomes applicable and a holder of Preferred Stock that is
entitled to have the Corporation redeem all or a portion of its Preferred
Stock elects to have all or a portion of its Preferred Stock redeemed, then
the Corporation will redeem all or a portion of the shares of Preferred Stock
then outstanding so designated by any such holder of Preferred Stock at a
price per share of Preferred Stock equal to the Redemption Price.

        3C.  REDEMPTION PRICE.  For each share of Preferred Stock which is to
be redeemed pursuant to this Part 3, the Corporation will be obligated on (i)
the date designated by the Corporation for redemption of Preferred Stock in
connection with Subpart 3A, (ii) the date any of the events specified in the
first sentence of Subpart 3B occur or (iii) the date specified in Section
2.03(c) of the Senior Note Agreement or Section 2.04(c) of the Subordinated
Note Agreement with respect to any of the events specified in the second
sentence of Subpart 3B (each such date being herein referred to as a
"Redemption Date" as further defined in Part 6) to pay to the holder thereof
(upon surrender, unless otherwise specified in paragraph 9M of the Stock
Purchase Agreement, by such holder at the Corporation's principal office of
the certificate representing such shares of Preferred Stock) an amount in
cash equal to the Redemption Price. If the funds of the Corporation legally
available for redemption of Preferred Stock on any Redemption Date are
insufficient to redeem the total number of shares of Preferred Stock to be
redeemed on such date, those funds which are legally available will be used
to redeem the maximum possible number of shares of Preferred Stock ratably
among the holders of the Preferred Stock to be redeemed. At any time thereafter
when additional funds of the Corporation are legally available for the
redemption of Preferred Stock, such funds will immediately be used to redeem
the balance of the Preferred Stock which the Corporation has become obligated
to redeem on any Redemption Date but which it has not redeemed.


                                      -5-


        3D.  NOTICE OF REDEMPTION.  The Corporation will mail written notice
of each redemption of Preferred Stock pursuant to Subpart 3A or to the first
sentence of Subpart 3B (other than clauses (vi) and (vii)) to each record
holder thereof, not more than 60 nor less than 10 days prior to the date on
which such redemption is to be made at such holder's address as the same
appears on the stock register of the Corporation and the Corporation will
give notice of redemption of Preferred Stock pursuant to the second sentence
of Subpart 3B; PROVIDED, HOWEVER, that no failure to give such notice nor any
defect therein shall affect the validity of the proceeding for the redemption
of any shares of Preferred Stock to be redeemed except as to the holder to
whom the Corporation has failed to give said notice or except as to the
holder whose notice was defective. Each such notice shall state: (i) the
Redemption Date; (ii) the number of shares of Preferred Stock to be redeemed
and, if less than all the shares held by such holder are to be redeemed, the
number of shares of Preferred Stock held by such holder to be redeemed; (iii)
the Redemption Price; (iv) the place or places where certificates for such
shares are to be surrendered for payment of the Redemption Price; and (v)
that dividends on the shares to be redeemed will cease to accrue on such
Redemption Date. In case fewer than the total number of shares of Preferred
Stock represented by any certificate are redeemed pursuant to this Part 3, a
new certificate representing the number of unredeemed shares of Preferred
Stock will be issued to the holder thereof without cost to such holder
promptly after surrender of the certificate representing the redeemed shares
of Preferred Stock.

        3E.  DETERMINATION OF THE NUMBER OF SHARES OF EACH HOLDER'S PREFERRED
STOCK TO BE REDEEMED.  The number of shares of Preferred Stock to be redeemed
from each holder thereof in partial redemptions by the Corporation under
Subpart 3A will be the number of shares of Preferred Stock determined by
multiplying the total number of shares of Preferred Stock desired to be
redeemed times a fraction, the numerator of which will be the total number of
shares of Preferred Stock then held by such holder and the denominator of
which will be the total number of shares of Preferred Stock then outstanding.

        3F.  DIVIDENDS AFTER REDEMPTION DATE.  No share of Preferred Stock is
entitled to any dividends accruing after its Redemption Date. On such
Redemption Date all rights of the holder of such share of Preferred Stock
will cease, and such share of Preferred Stock will not be deemed to be
outstanding.

        3G.  REDEEMED OR OTHERWISE ACQUIRED SHARES.  Any shares of Preferred
Stock which are redeemed or otherwise acquired by the Corporation or a
subsidiary will be canceled and will not be reissued, sold or transferred.


                                      -6-


Part 4.  VOTING RIGHTS.

        The outstanding shares of Preferred Stock shall have no voting rights
except as required by law and such additional voting rights as are set forth
below.

        4A.  No amendment, modification or waiver will be binding or
effective with respect to any provision of Section A of Article Fourth of
this Restated Certificate of Incorporation unless approved by the affirmative
vote of the holders of at least a majority of the outstanding shares of
Preferred Stock voting together as a separate class.

        4B.  In addition to any other vote or consent of stockholders
required herein, the By-laws of the Corporation or by law, the affirmative
vote of all the holders of the outstanding shares of Preferred Stock, voting
together as a separate class, shall be necessary to change the rate or time
of payment of any dividends on, the time or amount of any redemption of, or
the amount of any payments upon liquidation of the Corporation with respect
to, the priorities afforded by the provisions of Subpart 1D for the benefit
of, shares of Preferred Stock or to amend Part 3 or this Part 4.

        4C.  The affirmative vote of the holders of at least a majority of
the outstanding shares of Preferred Stock voting together as a separate class
shall be necessary to:

                (i) increase the number of authorized shares of Preferred
        Stock or authorize or issue any additional shares of any series of
        Preferred Stock or any shares of capital stock of the Corporation of
        any class, or any security or obligations convertible into any capital
        stock of the Corporation of any class, in each case ranking on a
        parity with or senior to the Preferred Stock as to distribution of
        assets in liquidation or in right of payment of dividends;

               (ii) permit the sale, lease or conveyance of all or
        substantially all of the property or business of the Corporation or
        the consolidation or merger of the Corporation with or into any other
        corporation or the merger of another corporation into the Corporation
        unless in any of the circumstances set forth above the Corporation
        shall have exercised its option to redeem all of the shares of
        Preferred Stock pursuant to Subpart 3A out of legally available funds;
        or

              (iii) change by amendment to the Corporation's Certificate of
        Incorporation or otherwise, the terms or provisions of the Preferred
        Stock so as to adversely affect the powers, special rights and
        preferences of the holders thereof.


                                     -7-


         4D. If on any date a total of two quarter-annual dividends on the
Preferred Stock have fully accrued but have not been paid in full (a
"Dividend Arrearage") or if the Corporation fails to make any redemption
payment with respect to the Preferred Stock which it is obligated to make (a
"Redemption Default"), the holders of shares of Preferred Stock, voting
together as a separate class, shall have the right to elect one director to
the Board of Directors from and after such election date. Such right of the
holders of Preferred Stock to vote for the election of such director may be
exercised at any annual meeting or at any special meeting called for such
purpose as hereinafter provided or at any adjournment thereof, or by the
written consent, delivered to the Secretary of the Corporation, of the
holders of a majority of all outstanding shares of Preferred Stock, until all
Dividend Arrearages and Redemption Defaults shall have been paid in full (or
such dividends or redemptions declared or made and funds sufficient therefor
set apart for payment), at which time the term of office of the director so
elected shall terminate automatically. So long as such right to vote
continues (and unless such right has been exercised by written consent of the
holders of a majority of the outstanding shares of Preferred Stock as
hereinabove authorized), the Secretary of the Corporation may call, and upon
the written request of the holders of record of a majority of the outstanding
shares of Preferred Stock addressed to him at the principal office of the
Corporation shall call, a special meeting of the holders of such shares for
the election of such number of directors as provided herein. Such meeting
shall be  held within 30 days after delivery of such request to the
Secretary, at the place and upon the notice provided by law and in the
By-laws for the holding of meetings of stockholders. No such special meeting
or adjournment thereof shall be held on a date less than 30 days before an
annual meeting of stockholders or any special meeting in lieu thereof. If at
any such annual or special meeting or any adjournment thereof the holders of
a majority of the then outstanding shares of Preferred Stock entitled to vote
in such election shall be present or represented by proxy, or if the holders
of a majority of the outstanding shares of Preferred Stock shall have acted
by written consent in lieu of a meeting with respect thereto, then the
authorized number of directors shall be increased by one director, and the
holders of the Preferred Stock shall be entitled to elect such director. The
director so elected shall serve until the next annual meeting or until his or
her successor shall be elected and shall qualify, unless the term of office
of the person so elected as director shall have terminated under the
circumstances set forth in the second sentence of this Subpart 4D. If the
director so elected by the holders of Preferred Stock as a class shall cease
to serve as a director before his or her term shall expire, the holders of
the Preferred Stock then outstanding and entitled to vote for such director
may, by written consent as hereinabove provided, or at a special meeting of
such holders called as provided above,


                                     -8-


elect a successor to hold office for the unexpired term of the director whose
place shall be vacant.

Part 5.  EVENTS OF NONCOMPLIANCE.

         5A. DEFINITION.  An Event of Noncompliance ("Event of
Noncompliance") will be deemed to have occurred with respect to Preferred
Stock if:

         (1) the Corporation fails to pay on any Dividend Reference Date the
full amount of dividends then accrued; or

         (2) the Corporation fails to make any redemption payment with respect
to the Preferred Stock which it is obligated to make.

         5B. CONSEQUENCES OF EVENT OF NONCOMPLIANCE.

         (1) From and after the occurrence of an Event of Noncompliance
specified in Subpart 5A(1) above, the rate at which dividends on the
Preferred Stock provided for herein accrue will be increased to 14.25% per
annum of the Stated Value thereof, and such dividend accrual rate will
further increase by .25% from and after the ninetieth day following the
occurrence of such Event of Noncompliance and will further increase by .25%
from and after the end of each succeeding 90 day period thereafter as long as
there is continuing in existence any such Event of Noncompliance, but not to a
rate in excess of 17% per annum. From and after the occurrence of an Event of
Noncompliance specified in Subpart 5A(2) above, the rate at which dividends
on the Preferred Stock provided for herein accrue will be increased to 17%
per annum of the Stated Value thereof so long as there is continuing in
existence any such Event of Noncompliance. From and after such time as there
is no such Event of Noncompliance continuing in existence, dividends on the
Preferred Stock shall accrue at the rate provided for in Part 1 until the
occurrence of another Event of Noncompliance, whereupon the rate at which
dividends on the Preferred Stock will accrue will be increased in the manner
and subject to the conditions set forth in this Subpart 5B.

         (2) If any Event of Noncompliance exists, each holder of Preferred
Stock will also have any other rights which such holder may have been
afforded under any contract or agreement at any time and any other rights
which such holder may have pursuant to applicable law.

Part 6.  DEFINITIONS.

         For purposes of this Article Fourth, the following terms shall have
the following meanings:


                                     -9-


          "CLASS NAMSCO-A COMMON" means the Class NAMSCO-A Common Stock, par
value $.01 per share of Parent.

          "DIVIDEND ARREARAGE" shall have the meaning set forth in Subpart 4D.

          "DIVIDEND REFERENCE DATE" shall have the meaning set forth in
Subpart 1B.

          "EVENT OF NONCOMPLIANCE" shall have the meaning set forth in Part 5.

          "JUNIOR SECURITY" means any equity security of any kind which the
Corporation or any subsidiary at any time issues or is authorized to issue
other than the Preferred Stock.

          "LIQUIDATION VALUE" of any share of Preferred Stock as of any
particular date will be equal to the sum of $1,000 plus an amount in cash
equal to all accrued but unpaid dividends (whether or not earned or declared)
thereon.

          "MASTER AGREEMENT" means the Master Agreement dated as of March 28,
1990 among the Corporation, 855715 Ontario Limited (which has subsequently
been renamed Sifto Canada Inc.), American Salt Company (which has
subsequently been renamed North American Salt Company), and the other parties
named therein and the agreements entered into in connection therewith, as the
same may be amended, endorsed, supplemented or otherwise modified from time
to time.

          "PARENT" means Harris Chemical Group, Inc., a Delaware corporation.

          "PERSON" means an individual, a partnership, a corporation, a
trust, an estate, a joint venture, an unincorporated organization or a
government or any department or agency thereof.

          "REDEMPTION DATE" as to any share of Preferred Stock means the date
specified in the notice of any redemption at the Corporation's option, or the
applicable date specified herein in the case of a redemption pursuant to the
provision of Subpart 3B; PROVIDED that no such date will be a Redemption Date
unless the Redemption Price is paid in full in cash on such date, and if not
so paid in full, the Redemption Date will be the date on which such
Redemption Price is fully paid as permitted and required by this Section A of
Article Fourth.

          "REDEMPTION DEFAULT" shall have the meaning set forth in Subpart 4D.

                                      -10-


          "REDEMPTION PRICE" for any share of Preferred Stock as of any
particular date will be an amount equal to the Liquidation Value of such
share of Preferred Stock.

          "SENIOR NOTE AGREEMENT" means the Senior Secured Note Agreement
dated as of March 28, 1990 among 855715 Ontario Limited (which has
subsequently been renamed Sifto Canada Inc.) and the other parties named
therein and the agreements entered into in connection therewith, as the same
may be amended, endorsed, supplemented or otherwise modified from time to
time.

          "STATED VALUE" of any share of Preferred Stock as of any particular
date will be equal to the sum of $1,000 plus an amount equal to all unpaid
dividends required to be added thereto as provided in Subpart 1B.

          "STOCK PURCHASE AGREEMENT" means the Stock Purchase Agreement dated
as of March 28, 1990 among the Corporation and the other parties named
therein as the same may be amended, endorsed, supplemented or otherwise
modified from time to time.

          "STOCKHOLDERS AGREEMENT" means the Stockholders Agreement dated as
of September 24, 1993 among Parent and its stockholders.

          "SUBORDINATED NOTE AGREEMENT" means the Subordinated Note Agreement
dated as of March 28, 1990 among American Salt Company (which has
subsequently been renamed North American Salt Company) and the other parties
named therein as the same may be amended, endorsed, supplemented or otherwise
modified from time to time.

Part 7.  NOTICES.

          All notices referred to herein, except as otherwise expressly
provided, will be made by registered or certified mail, return receipt
requested, postage prepaid and will be deemed to have been given when so
mailed.

Part 8.  REGISTRATION OF TRANSFER.

          The Corporation shall keep at its principal office (or such other
place as the Corporation reasonably designates) a register for the
registration of shares of Preferred Stock of the Corporation. Upon the
surrender of any certificate representing shares of Preferred Stock at such
place, the Corporation shall, at the request of the registered holder of such
certificate, execute and deliver a new certificate or certificates in
exchange therefor representing in the aggregate the number of shares of
Preferred Stock represented by the surrendered certificate (and the
Corporation forthwith shall cancel such surrendered certificate), subject to
the requirements of applicable

                                      -11-


securities laws and to any restrictions on transfer (including without
limitation, those referred to in any legend on the certificate so
surrendered). Each such new certificate shall be registered in such name and
shall represent such number of shares of Preferred Stock as is requested by
the holder of the surrendered certificate and shall be substantially
identical in form to the surrendered certificate. The issuance of new
certificates shall be made without charge to the holders of the surrendered
certificates for any issuance tax in respect thereof or other cost incurred
by the Corporation in connection with such issuance; PROVIDED, HOWEVER,
that the Corporation shall not be required to pay any tax which may be
payable in respect of any transfer involved in the issuance and delivery of
any certificate in a name other than that of the holder of the surrendered
certificate.

Part 9.  REPLACEMENT.

         Upon receipt of evidence reasonably satisfactory to the Corporation
(an affidavit of the registered holder shall be satisfactory) of the
ownership and the loss, theft, destruction or mutilation or any certificate
evidencing one or more shares of Preferred Stock and, in the case of any such
loss, theft or destruction, upon receipt of indemnity reasonably satisfactory
to the Corporation (provided that if the holder is an institution, its own
unsecured agreement of indemnity shall be satisfactory), or, in the case of
any such mutilation, upon surrender of such certificate, the Corporation
shall (at its expense) execute and deliver in lieu of such certificate a new
certificate of like and kind representing the number of shares of Preferred
Stock represented by such lost, stolen, destroyed or mutilated certificate
and dated the date of such lost, stolen, destroyed or mutilated certificate.

                          B.  JUNIOR PREFERRED STOCK

Part I. DIVIDENDS.

         1A.   GENERAL OBLIGATION. When, as and if declared by the Board of
Directors of the Corporation, and to the extent permitted under the General
Corporation Law of the State of Delaware and any contractual restrictions
then binding on the Corporation (including restrictions under the Master
Agreement), the Corporation will pay preferential cumulative dividends out of
funds legally available for the payment of dividends to the holders of Junior
Preferred Stock at the times and in the amounts provided for in this Part 1.
Except as otherwise provided herein, cumulative dividends on Junior Preferred
Stock will accrue on a daily basis (computed on the basis of a 360-day year
of twelve 30-day months) at the rate of 10% of the Stated Value per year,
from and including the date of issuance of such Junior Preferred Stock to but
excluding the date on which the Junior

                                      -12-


Preferred Redemption Price of such Junior Preferred Stock is paid. Such
dividends will accrue and be cumulative whether or not they have been
declared and whether or not there are profits, surplus or other funds of the
Corporation legally available for the payment of dividends. The date on which
the Corporation initially issues any share of Junior Preferred Stock will be
deemed to be its "date of issuance" regardless of the number of times
transfer of such share of Junior Preferred Stock is made on the stock records
of the Corporation, and regardless of the number of certificates which may be
issued to evidence such share of Junior Preferred Stock.

         1B.  PAYMENT OF DIVIDENDS.  Dividends accrued on the Junior
Preferred Stock shall be payable on June 30 in each year (such date being
herein referred to as a "Junior Preferred Dividend Reference Date"). Such
dividends shall be paid to the holders of record at the close of business on
the date specified by the Board of Directors at the time such dividend is
declared; PROVIDED, HOWEVER, that such date shall not be more than ten days
prior to the respective Junior Preferred Dividend Reference Date. To the
extent not paid on any Junior Preferred Dividend Reference Date, all
dividends which have accrued on each share of Junior Preferred Stock then
outstanding during the period from and including the immediately preceding
Junior Preferred Dividend Reference Date (or from the date of original issue
of the Junior Preferred Stock in the case of the initial Junior Preferred
Dividend Reference Date) to such Junior Preferred Dividend Reference Date
will be added to the Stated Value of such share of Junior Preferred Stock and
will remain a part thereof until such dividends are paid.

         1C.  DISTRIBUTION OF PARTIAL DIVIDEND PAYMENTS.  If at any time the
Corporation distributes less than the total amount of dividends then accrued
with respect to Junior Preferred Stock, such payment will be distributed
among the holders of Junior Preferred Stock so that an equal amount will be
paid (as nearly as possible) with respect to each outstanding share of Junior
Preferred Stock.

         1D.  PRIORITY.  So long as any Junior Preferred Stock remains
outstanding, neither the Corporation nor any of its subsidiaries will redeem,
purchase or otherwise acquire any Junior Stock, nor will the Corporation
declare or pay any dividend or make any distribution upon Junior Stock if
immediately after such redemption, purchase, acquisition, dividend or
distribution the Corporation shall have failed to pay the full amount of
dividends accrued on the Junior Preferred Stock as of the most recent Junior
Preferred Dividend Reference Date.

         1E.  LIMITATION ON DIVIDEND RESTRICTIONS.  The Corporation shall
not, and shall not permit any of its

                                      -13-


subsidiaries to, agree to any provision in any agreement (other than those in
the Master Agreement as of the date hereof and the Subordinated Note
Agreement as of the date hereof or in connection with any refinancing or
refunding thereof which is no more restrictive than the restrictions
contained in the Master Agreement on the date hereof or in the Subordinated
Note Agreement as of the date hereof, provided that any such refinancing or
refunding shall not be deemed to be more restrictive merely because the
principal amount of such refinancing or refunding exceeds the principal
amount being refinanced or refunded or because the scheduled repayment date
therefor is later) which would impose any restrictions on the Corporation's
right to declare and pay dividends on or make any mandatory redemption of
Junior Preferred Stock.

Part 2. LIQUIDATION.

        Upon any voluntary or involuntary liquidation, dissolution or winding
up of the affairs of the Corporation, the holders of shares of Junior
Preferred Stock then outstanding will be entitled to be paid out of the
assets of the Corporation available for distribution to stockholders (whether
from capital, surplus or earnings), before any distribution or payment is
made upon any Junior Stock of the Corporation, an amount in cash equal to the
aggregate Junior Preferred Liquidation Value of all Junior Preferred Stock
outstanding to the date fixed for liquidation, dissolution or winding up. The
holders of Junior Preferred Stock will not be entitled to any further
payment. If, upon any such liquidation, dissolution or winding up of the
Corporation, the assets of the Corporation to be distributed among the
holders of Junior Preferred Stock are insufficient to permit payment to such
holders of the aggregate amount which they are entitled to be paid, then the
entire assets of the Corporation to be distributed to such holders will be
distributed ratably among such holders based upon the aggregate Junior
Preferred Liquidation Value of the Junior Preferred Stock held by each such
holder. The Corporation will mail written notice of such liquidation,
dissolution or winding up, not less than 30 days prior to the payment date
stated therein, to each record holder of Junior Preferred Stock. Neither the
consolidation or merger of the Corporation into or with any other corporation
or corporations, nor the sale or transfer by the Corporation of all or any
part of its assets, nor the reduction of the capital stock of the
Corporation, will be deemed to be a liquidation, dissolution or winding up of
the Corporation within the meaning of this Part 2 unless such consolidation,
merger, sale or transfer shall be in connection with a plan of liquidation,
dissolution or winding up of the business of the Corporation.

                                     -14-


Part 3. REDEMPTIONS.

        3A.  REDEMPTION AT THE OPTION OF THE CORPORATION.  Subject to the
legal availability of funds, any contractual restrictions then binding on the
Corporation (including restrictions under the Master Agreement) and
applicable state law, the Corporation may redeem at its option, at any time,
all or any portion of the Junior Preferred Stock then outstanding at a price
per share of Junior Preferred Stock equal to the Junior Preferred Redemption
Price.

        3B.  MANDATORY REDEMPTION.  Subject to the legal availability of
funds, any contractual restrictions then binding on the Corporation
(including restrictions under the Master Agreement) and applicable state law,
on the date upon which a holder of outstanding shares of Junior Preferred
Stock requests, by written notice to the Corporation, that the Corporation
redeem its Junior Preferred Stock, the Corporation will redeem all such
shares of Junior Preferred Stock at a price per share of Junior Preferred
Stock equal to the Junior Preferred Redemption Price.

        3C.  REDEMPTION PRICE.  For each share of Junior Preferred Stock
which is to be redeemed pursuant to this Part 3, the Corporation will be
obligated on (i) the date designated by the Corporation for redemption of
Preferred Stock in connection with Subpart 3A or (ii) the date any of the
events specified in Subpart 3B occur (each such date being herein referred to
as a "Junior Preferred Redemption Date" as further defined in Part 5) to pay
to the holder thereof (upon surrender by such holder at the Corporation's
principal office of the certificate representing such shares of Junior
Preferred Stock) an amount in cash equal to the Junior Preferred Redemption
Price. If the funds of the Corporation legally available for redemption of
Junior Preferred Stock on any Junior Preferred Redemption Date are
insufficient to redeem the total number of shares of Junior Preferred Stock
to be redeemed on such date, those funds which are legally available will be
used to redeem the maximum possible number of shares of Junior Preferred
Stock ratably among the holders of the Junior Preferred Stock to be redeemed.
At any time thereafter when additional funds of the Corporation are legally
available for the redemption of Junior Preferred Stock, such funds will
immediately be used to redeem the balance of the Junior Preferred Stock which
the Corporation has become obligated to redeem on any Junior Preferred
Redemption Date but which it has not redeemed.

        3D.  NOTICE OF REDEMPTION.  The Corporation will mail written notice
of each redemption of Junior Preferred Stock pursuant to subpart 3A or
Subpart 3B to each record holder thereof, not more than 60 nor less than 10
days prior to the date on which such redemption is to be made at such
holder's address as the same appears on the stock register of the Corporation;

                                     -15-


PROVIDED, HOWEVER, that no failure to give such notice nor any defect therein
shall affect the validity of the proceeding for the redemption of any shares
of Junior Preferred Stock to be redeemed except as to the holder to whom the
Corporation has failed to give said notice or except as to the holder whose
notice was defective. Each such notice shall state: (i) the Junior Preferred
Redemption Date; (ii) the number of shares of Junior Preferred Stock to be
redeemed and, if less than all the shares held by such holder are to be
redeemed, the number of shares of Junior Preferred Stock held by such holder
to be redeemed; (iii) the Junior Preferred Redemption Price; (iv) the place
or places where certificates for such shares are to be surrendered for
payment of the Junior Preferred Redemption Price; and (v) that dividends on
the shares to be redeemed will cease to accrue on such Junior Preferred
Redemption Date. In case fewer than the total number of shares of Junior
Preferred Stock represented by any certificate are redeemed pursuant to this
Part 3, a new certificate representing the number of unredeemed shares of
Junior Preferred Stock will be issued to the holder thereof without cost to
such holder promptly after surrender of the certificate representing the
redeemed shares of Junior Preferred Stock.

        3E.  DETERMINATION OF THE NUMBER OF SHARES OF EACH HOLDER'S JUNIOR
PREFERRED STOCK TO BE REDEEMED.  The number of shares of Junior Preferred
Stock to be redeemed from each holder thereof in partial redemptions by the
Corporation under Subpart 3A will be the number of shares of Junior Preferred
Stock determined by multiplying the total number of shares of Junior
Preferred Stock desired to be redeemed times a fraction, the numerator of
which will be the total number of shares of Junior Preferred Stock then held
by such holder and the denominator of which will be the total number of
shares of Junior Preferred Stock then outstanding.

        3F.  DIVIDENDS AFTER REDEMPTION DATE.  No share of Junior Preferred
Stock is entitled to any dividends accruing after its Junior Preferred
Redemption Date. On such Junior Preferred Redemption Date all rights of the
holder of such share of Junior Preferred Stock will cease, and such share of
Junior Preferred Stock will not be deemed to be outstanding.

        3G. REDEEMED OR OTHERWISE ACQUIRED SHARES.  Any shares of Junior
Preferred Stock which are redeemed or otherwise acquired by the Corporation
or a subsidiary will be canceled and will not be reissued, sold or
transferred.

Part 4. VOTING RIGHTS.

        The outstanding shares of Junior Preferred Stock shall have no voting
rights except as required by law and such additional voting rights as are set
forth below.

                                       -16-


        4A.  No amendment, modification or waiver will be binding or
effective with respect to any provision of Section B of Article Fourth of
this Restated Certificate of Incorporation unless approved by the affirmative
vote of the holders of at least a majority of the outstanding shares of
Junior Preferred Stock voting together as a separate class.

        4B.  In addition to any other vote or consent of stockholders
required herein, the By-laws of the Corporation or by law, the affirmative
vote of all the holders of the outstanding shares of Junior Preferred Stock,
voting together as a separate class, shall be necessary to change the rate or
time of payment of any dividends on, the time or amount of any redemption of,
or the amount of any payments upon liquidation of the Corporation with
respect to, the priorities afforded by the provisions of Subpart 1D for the
benefit of, shares of Junior Preferred Stock or to amend Part 3 of this Part
4.

        4C.  The affirmative vote of the holders of at least a majority of
the outstanding shares of Junior Preferred Stock voting together as a
separate class shall be necessary to:

                (i) except as provided by this Certificate of Incorporation,
        increase the number of authorized shares of Preferred Stock or Junior
        Preferred Stock or authorize or issue any additional shares of any
        series of Preferred Stock or Junior Preferred Stock or any shares of
        capital stock of the Corporation of any class, or any security or
        obligations convertible into any capital stock of the Corporation of
        any class, in each case ranking on a parity with or senior to the
        Junior Preferred Stock as to distribution of assets in liquidation
        or in right of payment of dividends;

               (ii) permit the sale, lease or conveyance of all or
        substantially all of the property or business of the Corporation or
        the consolidation or merger of the Corporation with or into any other
        corporation or the merger of another corporation into the Corporation
        unless in any of the circumstances set forth above the Corporation
        shall have exercised its option to redeem all of the shares of Junior
        Preferred Stock pursuant to Subpart 3A out of legally available
        funds; or

              (iii) change by amendment to the Corporation's Certificate of
        Incorporation or otherwise, the terms or provisions of the Junior
        Preferred Stock so as to adversely affect the powers, special rights
        and preferences of the holders thereof.

        4D.  If on any date a total of two annual dividends on the Junior
Preferred Stock have fully accrued but have not been paid in full (a "Junior
Preferred Dividend Arrearage") or if the

                                      -17-


Corporation fails to make any redemption payment with respect to the Junior
Preferred Stock which it is obligated to make (a "Junior Preferred Redemption
Default"), the holders of shares of Junior Preferred Stock voting together as
a separate class, shall have the right to elect one director to the Board of
Directors from and after such election date. Such right of the holders of
Junior Preferred Stock to vote for the election of such director may be
exercised at any annual meeting or at any special meeting called for such
purpose as hereinafter provided or at any adjournment thereof, or by the
written consent, delivered to the Secretary of the Corporation, of the
holders of a majority of all outstanding shares of Junior Preferred Stock,
until all Junior Preferred Dividend Arrearages and Junior Preferred
Redemption Defaults shall have been paid in full (or such dividends or
redemptions declared or made and funds sufficient therefor set apart for
payment), at which time the term of office of the director so elected shall
terminate automatically. So long as such right to vote continues (and unless
such right has been exercised by written consent of the holders of a majority
of the outstanding shares of Junior Preferred Stock as hereinabove
authorized), the Secretary of the Corporation may call, and upon the written
request of the holders of record of a majority of the outstanding shares of
Junior Preferred Stock addressed to him at the principal office of the
Corporation shall call, a special meeting of the holders of such shares for
the election of such number of directors as provided herein. Such meeting
shall be held within 30 days after delivery of such request to the Secretary,
at the place and upon the notice provided by law and in the By-laws for the
holding of meetings of stockholders. No such special meeting or adjournment
thereof shall be held on a date less than 30 days before an annual meeting of
stockholders or any special meeting in lieu thereof. If at any such annual or
special meeting or any adjournment thereof the holders of a majority of the
then outstanding shares of Junior Preferred Stock entitled to vote in such
election shall be present or represented by proxy, or if the holders of a
majority of the outstanding shares of Junior Preferred Stock shall have acted
by written consent in lieu of a meeting with respect thereto, then the
authorized number of directors shall be increased by one director, and the
holders of the Junior Preferred Stock shall be entitled to elect such
director. The director so elected shall serve until the next annual meeting
or until his or her successor shall be elected and shall qualify, unless the
term of office of the person so called as director shall have terminated
under the circumstances set forth in the second sentence of this Subpart 4D.
If the director so elected by the holders of Junior Preferred Stock as a
class shall cease to serve as a director before his or her term shall expire,
the holders of the Junior Preferred Stock then outstanding and entitled to
vote for such director may, by written consent as hereinabove provided, or at
a special meeting of such holders called as provided above, elect a


                                      -18-


successor to hold office for the unexpired term of the director whose place
shall be vacant.

Part 5. DEFINITIONS.

        For purposes of Section B of this Article Fourth, the following terms
shall have the following meanings:

        "JUNIOR PREFERRED DIVIDEND ARREARAGE" shall have the meaning set
forth in Subpart 4D.

        "JUNIOR PREFERRED DIVIDEND REFERENCE DATE" shall have the meaning set
forth in Subpart 1B.

        "JUNIOR STOCK" means any equity security of any kind which the
Corporation or any subsidiary at any time issues or is authorized to issue
other than the Preferred Stock and the Junior Preferred Stock.

        "JUNIOR PREFERRED LIQUIDATION VALUE" of any share of Junior Preferred
Stock as of any particular date will be equal to the sum of $10 plus an
amount in cash equal to all accrued but unpaid dividends (whether or not
earned or declared) thereon.

        "JUNIOR PREFERRED REDEMPTION DATE" as to any share of Junior
Preferred Stock means the date specified in the notice of any redemption at
the Corporation's option, or the applicable date specified herein in the case
of a redemption pursuant to the provision of Subpart 3B; PROVIDED that no
such date will be a Junior Preferred Redemption Date unless the Junior
Preferred Redemption Price is paid in full in cash on such date, and if not
so paid in full, the Junior Preferred Redemption Date will be the date on
which such Junior Preferred Redemption Price is fully paid as permitted and
required by this Section B of Article Fourth.

        "JUNIOR PREFERRED REDEMPTION DEFAULT" shall have the meaning set
forth in Subpart 4D.

        "JUNIOR PREFERRED REDEMPTION PRICE" for any share of Junior Preferred
Stock as of any particular date will be an amount equal to the Junior
Preferred Liquidation Value of such share of Junior Preferred Stock.

        "STATED VALUE" of any share of Junior Preferred Stock as of any
particular date will be equal to the sum of $10 plus an amount equal to all
unpaid dividends required to be added thereto as provided in Subpart 1B.

                                     -19-


Part 6.  NOTICES.

         All notices referred to herein, except as otherwise expressly
provided, will be made by registered or certified mail, return receipt
requested, postage prepaid and will be deemed to have been given when so
mailed.

Part 7.  REGISTRATION OF TRANSFER.

         The Corporation shall keep at its principal office (or such
other place as the Corporation reasonably designates) a register for the
registration of shares of Junior Preferred Stock of the Corporation.
Upon the surrender of any certificate representing shares of Junior
Preferred Stock at such place, the Corporation shall, at the request of
the registered holder of such certificate, execute and deliver a new
certificate or certificates in exchange therefor representing in the
aggregate the number of shares of Junior Preferred Stock represented by
the surrendered certificate (and the Corporation forthwith shall cancel
such surrendered certificate), subject to the requirements of applicable
securities laws and to any restrictions on transfer (including without
limitation, those referred to in any legend on the certificate so
surrendered). Each such new certificate shall be registered in such name
and shall represent such number of shares of Junior Preferred Stock as
is requested by the holder of the surrendered certificate and shall be
substantially identical in form to the surrendered certificate. The
issuance of new certificates shall be made without charge to the holders
of the surrendered certificates for any issuance tax in respect thereof
or other cost incurred by the Corporation in connection with such
issuance; PROVIDED, HOWEVER, that the Corporation shall not be required
to pay any tax which may be payable in respect of any transfer involved
in the issuance and delivery of any certificate in a name other than
that of the holder of the surrendered certificate.

Part 8.  REPLACEMENT.

         Upon receipt of evidence reasonably satisfactory to the Corporation
(an affidavit of the registered holder shall be satisfactory) of the
ownership and the loss, theft, destruction or mutilation or any certificate
evidencing one or more shares of Junior Preferred Stock and, in the case of
any such loss, theft or destruction, upon receipt of indemnity reasonably
satisfactory to the Corporation (provided that if the holder is an
institution, its own unsecured agreement of indemnity shall be satisfactory),
or, in the case of any such mutilation, upon surrender of such certificate,
the Corporation shall (at its expense) execute and deliver in lieu of such
certificate a new certificate of like kind representing the number of shares
of Junior Preferred Stock represented by such lost, stolen,


                                     -20-


destroyed or mutilated certificate and dated the date of such lost, stolen,
destroyed or mutilated certificate.

                                C. COMMON STOCK

         Part 1.  VOTING RIGHTS.

         1A.  GENERALLY.  Except as specifically required under the General
Corporation Law of the State of Delaware, the holders of Common Stock will be
entitled to one vote per share and shall vote as one class on all matters to
be voted on by the Corporation's stockholders.

         1B.  ELECTION OF DIRECTORS.  Subject to the rights of holders of
Preferred Stock and Junior Preferred Stock as set forth herein, the number of
directors which shall constitute the Board of Directors shall be not less
than three nor more than seven which exact number shall be established in the
By-laws of the Corporation and shall initially be five.

         Part 2.  DIVIDENDS.  After the payment of dividends to the holders of
Preferred Stock and Junior Preferred Stock as provided pursuant to Article
Fourth, when and as dividends are declared thereon, the holders of Common
Stock then outstanding shall be entitled to share equally, share for share,
in such dividends.

         Part 3.  LIQUIDATION.  After the payment or distribution to the
holders of Preferred Stock and Junior Preferred Stock as provided pursuant to
this Article Fourth, the holders of Common Stock then outstanding shall be
entitled to receive ratably all remaining assets of the Corporation to be
distributed upon any liquidation, dissolution or winding up of the
Corporation.

                             D. ISSUANCE OF STOCK

         Except as otherwise provided in this Certificate of Incorporation,
the Board of Directors shall have authority to authorize the issuance, from
time to time, without any vote or other action by the stockholders, of any or
all shares of stock of the Corporation of any class or series at any time
authorized, and any securities convertible into or exchangeable for any such
shares, and any options, rights or warrants to purchase or acquire any such
shares, in each case to such persons and on such terms (including as a
dividend or distribution on or with respect to, or in connection with a split
or combination of, the outstanding shares of stock of the same or any other
class or series) as the Board of Directors from time to time in its


                                     -21-


discretion lawfully may determine. Shares so issued shall be fully paid
stock, and the holders of such stock shall not be liable to any further call
or assessments thereon.

         FIFTH:  The following additional provisions are inserted for the
management of the business and for the conduct of the affairs of the
Corporation, and for the creation, definition, limitation and regulation of
the powers of the Corporation, the directors and the stockholders:

         1.  Election of directors need not be by written ballot. The Board
of Directors shall have power to make, alter, amend and repeal the By-Laws of
the Corporation and to fix the compensation of directors for services in any
capacity.

         2.  A director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (a) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (b) for
acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (c) under Section 174 of the General
Corporation Law of the State of Delaware or (d) for any transaction from
which the director derived an improper personal benefit.

         Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such
repeal or modification.

         SIXTH:  The Corporation shall indemnify any person who was or is a
party, or is threatened to be made a party, to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, including an action by or in the right of the Corporation,
by reason of the fact that he, or the person whose legal representative he
is, (1) is or was a stockholder, director, officer, employee or agent of the
Corporation (including the incorporator thereof), or (2) is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
or (3) is or was a director, officer or employee of the Corporation serving
at the request of the Corporation as a fiduciary of an employee benefit plan
or trust maintained for the benefit of employees of the Corporation or
employees of any such other enterprise, partnership, joint venture, trust, or
other enterprise, against judgments, fines, penalties, amounts paid in
settlement, and expenses, including attorneys' fees, actually and reasonably
incurred by him and the person whose legal representative he is, in
connection with such action, suit or


                                     -22-


proceeding, or any appeal therein, to the fullest extent permitted by law.

         Expenses which may be indemnifiable under this Section incurred in
defending an action, suit or proceedings may be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding as
authorized by the Board of Directors upon agreement by or on behalf of the
stockholder, director, officer, employee or agent, or his legal
representative, to repay such amount if he is later found not entitled to be
indemnified by the Corporation as authorized in this Article Sixth.

         The Corporation shall not indemnify any stockholder, director,
officer, employee or agent against judgments, fines, amounts paid in
settlement and expenses, including attorneys' fees, to an extent greater than
that authorized by this Article Sixth, but the Corporation may procure
insurance providing greater indemnification and may share the premium cost
with any stockholder, director, officer, employee or agent on such basis as
may be agreed upon.


                                     -23-


                          CERTIFICATE OF AMENDMENT
                                     TO
                        CERTIFICATE OF INCORPORATION
                                     OF
                                NAMSCO INC.

                                   *****

                  Adopted in accordance with the provisions
                of Section 242 of the General Corporation Law
                           of the State of Delaware

                                   *****


         Rose Marie Williams, being the Secretary of NAMSCO Inc., a
corporation duly organized and existing under and by virtue of the General
Corporation Law of the State of Delaware (the "Corporation"), does hereby
certify as follows:

         FIRST:   That the Certificate of Incorporation of the Corporation
be, and hereby is, amended by deleting Paragraph 1B of Part One of Section C
of Article Fourth in its entirety and substituting in lieu thereof a new
Paragraph 1B of Part One of Section C of Article Fourth to read as follows:

                  "FOURTH:
                  C. COMMON STOCK
                  Part 1. VOTING RIGHTS.
                  1B. ELECTION OF DIRECTORS. The number of directors which
                  shall constitute the Board of Directors shall be not less
                  than one nor more than five which exact number shall be
                  established in the By-Laws of the Corporation."

         SECOND:   That the Board of Directors of the Corporation approved
the foregoing amendment by unanimous written consent pursuant to the
provisions of Section 141(f) and 242 of the General Corporation Law of the
State of Delaware and directed that such



amendment be submitted to the stockholders of the Corporation entitled to
vote thereon for their consideration, approval and adoption thereof.

         THIRD:   That the stockholders entitled to vote thereon approved the
foregoing amendment by written consent in accordance with Section 228 and 242
of the General Corporation Law of the State of Delaware.

         IN WITNESS WHEREOF, the undersigned does hereby certify under
penalties of perjury that this Certificate of Amendment to the Certificate of
Incorporation of the Corporation is the act and deed of the undersigned and
the facts stated herein are true and accordingly has hereunto set her hand
this 15th day of January, 2001.

                                             /s/ Rose Marie Williams
                                            -------------------------
                                            NAMSCO Inc., a Delaware corporation

                                            By:   Rose Marie Williams
                                            Its:  Secretary

EX-3.I(AA)

                                             EXHIBIT 3.i(aa)

                    LIMITED LIABILITY COMPANY AGREEMENT

                                 OF

                              NATI LLC

        This LIMITED LIABILITY COMPANY AGREEMENT (this "AGREEMENT") of NATI
LLC is made as of February 24, 1999 by IMC Chemicals Inc., a Delaware
corporation ("IMC").

        IMC hereby duly adopts this Agreement pursuant to and in accordance
with the Delaware Limited Liability Company Act (6 DEL.C. Section 18-101, ET
SEQ.), as amended from time to time (the "ACT"), and hereby agrees as follows:

        1.  NAME; CERTIFICATE OF FORMATION.  The name of the limited
liability company is NATI LLC (the "COMPANY"). The Certificate of Formation
of the Company dated February 9, 1999 was filed in the office of the
Secretary of State of the State of Delaware on February 16, 1999.

        2.  DEFINITIONS.  Capitalized terms not otherwise defined herein
shall have the meanings set forth therefor in Section 18-101 of the Act.

        3.  PURPOSE.  The Company is formed for the object and purpose of,
and the nature of the business to be conducted and promoted by the Company
is, engaging in any lawful act or activity for which limited liability
companies may be formed under the Act and engaging in any and all activities
necessary or incidental to the foregoing.

        4.  MEMBER PERCENTAGES.  The interests of each Member in the Company
(the "MEMBERSHIP INTERESTS") and the business address of each Member are set
forth on Schedule A hereto.

        5.  REGISTERED OFFICE AND DESIGNATED AGENT FOR SERVICE OF PROCESS.
The registered office of the Company in the State of Delaware shall be
located at c/o The Corporation Trust Company, Corporation Trust Center, 1209
Orange Street, Wilmington, Delaware 19801. The registered agent of the
Company for service of process at such address is The Corporation Trust
Company.

        6.  OFFICERS.  The Members hereby appoint the following named persons
to be officers of the Company (the "OFFICERS") and to serve with the title
indicated:



                 NAME                       TITLE
                 ----                       -----
                                         
                 Lynn White                 President

                 Phillip Gordon             Secretary



                                                                              2

        7.  POWERS.  The business and affairs of the Company shall be managed
by the Members. The Members shall have the power to do any and all acts
necessary or convenient to or for the furtherance of the purposes described
herein, including all powers, statutory or otherwise, possessed by members
under the laws of the State of Delaware. Each of the Officers and Jeffrey
Symons are hereby each designated as an authorized person, within the meaning
of the Act, to execute, deliver and file the Certificate of Formation of the
Company (and any amendments and/or restatements thereof) and any other
certificates (and any amendments and/or restatements thereof) necessary for
the Company to qualify to do business in a jurisdiction in which the Company
may wish to conduct business.

        8.  MANAGEMENT.  The Officers shall have the sole and exclusive power
and authority to act for and bind the Company. The Members shall have the
exclusive right to manage the business and affairs of the Company and may
delegate such management rights, powers, duties and responsibilities to one
or more Officers or such other person or persons designated by them as they
may determine, provided that such delegation shall not cause the Members to
cease being Members. Pursuant to their discretion to do so under this Section
8, the Members hereby delegate to each of the Officers the nonexclusive power
and authority to act as an agent of the Company and, in such capacity, to
bind the Company in the ordinary course of the Company's business and to
execute any and all documents to be signed by the Company. Notwithstanding
the foregoing delegation of power, no Officer shall have the authority to
make any distributions or sell any assets of the Company without the consent
of all Members.

        9.  DISSOLUTION.  The Company shall dissolve, and its affairs shall be
wound up upon the first to occur of the following: (a) the written consent of
the Members, (b) the retirement, resignation, expulsion, insolvency,
bankruptcy or dissolution of any of the Members or the occurrence of any
other event which terminates the continued membership of any of the Members
in the Company, or (c) the entry of a decree of judicial dissolution under
Section 18-802 of the Act.

        10.  CAPITAL CONTRIBUTIONS.  The Member shall make capital
contributions to the Company from time to time, in cash, securities or other
property, in amounts and at times as determined by the Members, and in
proportion to their respective Membership Interests.

        11.  ALLOCATION OF PROFITS AND LOSSES. The Company's profits and
losses shall be allocated among the Members in proportion to their respective
Membership Interests.

        12.  DISTRIBUTIONS.  Distributions shall be made to the Members at
the times and in the amounts determined by the Members. Such distributions
shall be allocated among the Members in proportion to their respective
Membership Interests.

        13.  ASSIGNMENTS.  No Member may assign in whole or in part its
limited liability company interest without the consent of the other Members,
which consent may be granted or withheld in such Members' sole and absolute
discretion.

        14.  RESIGNATION.  No Member may resign from the Company without the
consent of each of the other Members.



                                                                              3

        15.  LIABILITY OF MEMBER; INDEMNIFICATION.  The Members shall not
have any liability to the Company, any other Members or any third party for
the obligations or liabilities of the Company except to the extent required
by the Act. The Company shall, to the full extent permitted by applicable
law, indemnify and hold harmless each Member and each Officer against
liabilities incurred by it in connection with any action, suit or proceeding
to which it may be made a party or otherwise involved or with which such
Member or such Officer shall be threatened by reason of its being a Member or
Officer or while acting as a Member or Officer on behalf of the Company or in
its interest.

        16.  GOVERNING LAW.  This Agreement shall be governed by, and
construed under, the laws of the State of Delaware, all rights and remedies
being governed by said laws.

        17.  PROPOSED MERGER.  (a)  The Members hereby deem it advisable and
in the best interest of the Company that the Company enter into the Agreement
and Plan of Merger between the Company and North American Terminals, Inc., a
California corporation, a form of which has been presented to the Members
(the "MERGER AGREEMENT"). The Merger Agreement and the transactions
contemplated thereby are, and each of them hereby is, authorized and approved
in all material respects; and the Officers are, and each of them hereby is,
authorized to execute and deliver on behalf of the Company the Merger
Agreement with such changes therein and additions or amendments thereto, and
any and all ancillary documents, in such form as the Officer or Officers
executing any of the Merger Agreement or such ancillary documents shall
approve, such Officer's execution thereof to be conclusive evidence of such
approval.

        (b)  All actions heretofore taken by any Member, any Officer or an
authorized person within the meaning of the Act in connection with any
matter referred to herein are hereby approved, ratified and confirmed in all
respects.

        (c)  The Officers are, and each of them hereby is, authorized, and
directed to do and perform, or cause to be done and performed, all such acts,
deeds and things and to make, execute and deliver, or cause to be made,
executed and delivered, all such agreements, undertakings, documents,
instruments, certificates and other papers and instruments, in the name and
on behalf of the Company or otherwise as each such Officer may deem necessary
or appropriate to effectuate or carry out fully the purpose and intent of the
Transaction Agreements and any of the transactions contemplated thereby.

        17.  AMENDMENT.  This Agreement may only be amended by a writing duly
signed by each of the Members.



        IN WITNESS WHEREOF, the undersigned has duly executed this Agreement
as of the date first written above.

                                    IMC CHEMICALS INC.

                                    By: /s/ John F. Tancredi
                                       ------------------------------
                                       Name: John F. Tancredi
                                       Title: President



                               SCHEDULE A




Name and Address of Members     Membership Interest      % Ownership Interest
- ---------------------------     -------------------      --------------------
                                                   
IMC Chemicals Inc.              100 Units                100%
c/o IMC Global Inc.
2100 Sanders Road
Northbrook, IL
60062-6146

EX-3.I(SS)

                                                               Exhibit 3.i(ss)

                          CERTIFICATE OF INCORPORATION
                                       OF
                               KAC HOLDINGS, INC.

         FIRST: The name of the corporation is KAC HOLDINGS, INC.

         SECOND: The address of its registered office in the State of Delaware
is 306 South State Street, in the City of Dover 19901, County of Kent. The name
of its registered agent at such address is United States Corporation Company.

         THIRD: The nature of the business or purposes to be conducted or
promoted is to engage in any lawful act of activity for which corporations may
be organized under the General Corporation Law of Delaware.

         FOURTH: The aggregate number of shares of capital stock which the
Corporation is authorized to issue is 1,000 shares, no par value per share,
designated "Common Stock". The voting powers and the designations,
preferences, and the relative, participating, optional or other special
rights of, and the qualifications, limitations or restrictions on, the Common
Stock are as follows:

                 (1) As used in this Certificate of Incorporation, the following
         terms shall have the following meanings:

                           (a) "BOARD" shall mean the Board of Directors of the
                 Corporation.

                           (b) "CORPORATION" shall mean KAC Holdings, Inc.





                           (c) "SUBSIDIARY shall mean any corporation at least
                  50% of whose outstanding voting stock shall at the time be
                  owned directly or indirectly by the Corporation or by one or
                  more Subsidiaries.

                 (2) (a) Except as provided in Subsection (b), each holder of a
         share of Common Stock shall be entitled to vote an all matters and
         shall be entitled to one vote for each share of Common Stock held.

                           (b) At all stockholders' meetings at which directors
                  of the Corporation are to be elected, each holder of Common
                  Stock entitled to vote shall have as many votes as shall equal
                  the number of shares of Common Stock owned by him, multiplied
                  by the number of directors to be elected, and he may cast all
                  of such votes for a single director or may distribute them
                  among the number to be voted for, or any two or more of them
                  as he may see fit.

                           (c) The affirmative vote of the holders of not less
                  than 85% of the outstanding Common Stock shall be required in
                  order to authorize:

                                  (i) any amendment of this Article FOURTH or of
                           Article SIXTH; or

                                  (ii) any amendment to the by-laws of the
                           Corporation.

         FIFTH: The name and mailing address of the incorporator is Norman M.
Gold, 333 West Wacker Drive, Suite 2600, Chicago, Illinois 60606.


                                      -2-



         SIXTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:

                  (1) The number of directors of the Corporation shall be five.
         Election of directors need not be by ballot unless the by-laws so
         provide.

                  (2) The Board shall have power without the assent or vote of
         the stockholders to fix and vary the amount to be reserved for any
         proper purposes; to authorize and cause to be executed mortgages and
         liens upon all or any part of the property of the Corporation; to
         determine the use and disposition of any surplus or net profits; and to
         fix the times for the declaration and payment of dividends.

                  (3) The Board in its discretion may submit any contract or act
         theretofore approved by the Board for approval or ratification at any
         annual meeting of the stockholders or at any meeting of the
         stockholders called for the purpose of considering any such act or
         contract, and any contract or act that shall be approved or be ratified
         by the vote of the holders of a majority of the stock of the
         Corporation which is represented in person or by proxy at such meeting
         and entitled to vote thereat (provided that a lawful quorum of
         stockholders be there represented in person or by proxy) shall be as
         valid and as binding upon the


                                      -3-




         Corporation and upon all the stockholders as though it had been
         approved or ratified by every stockholder of the Corporation, whether
         or not the contract or act would otherwise be open to legal attack
         because of directors' interest, or for any other reason.

                  (4) In addition to the powers and authorities hereinbefore or
         by statute expressly conferred upon them, the Board is hereby empowered
         to exercise all such powers and do all such acts and things as may be
         exercised or done by the Corporation; subject, nevertheless, to the
         provisions of the statutes of Delaware, of this Certificate, and to any
         by-laws from time to time made by the stockholders; provided, that no
         by-laws so made shall invalidate any prior act of the directors which
         would have been valid if such by-law had not been made.

                 (5) The stockholders shall have the sole power to adopt, alter,
         amend or rescind the by-laws of the Corporation.

                 (6) The affirmative vote of not less than four of the directors
         shall be required in order to authorize the taking of any of the
         following actions by the Corporation:

                           (a) The disposition by the Corporation of a material
                  portion of its assets or of the business of a Subsidiary
                  (whether through a sale of assets, sale of stock, merger or
                  otherwise) unless the entire business of the Corporation and
                  all of the Corporation's Subsidiaries is being disposed of in
                  the transaction;


                                      -4-





                           (b) the termination of employment or modification of
                  employment terms of any executive officer Of any Subsidiary;

                           (c) the issuance of any additional shares of Common
                  Stock or securities convertible into, or warrants for the
                  issuance of Common Stock; or

                           (d) any amendment to this Certificate of
                  Incorporation; or

                           (e) The termination or any amendment of any
                  shareholders' agreement involving subsidiaries of the
                  Corporation.

         SEVENTH: The election of directors need not be by written ballot.

         EIGHTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 of Title 8 of the
Delaware Code, order a meeting of the creditors or class of creditors and/or of
the stockholdes or class of stockholders of


                                      -5-





this corporation, as the case may be, to be summoned in such manner as the said
court directs. if a majority in number representing three-fourths in value of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, agree to any compromise
or arrangement and to any reorganization of this corporation as a consequence of
such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders of this corporation, as the case
may be, and also on this corporation.

         THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, does hereunto set his hand and seal this 6th day of January,
1986.

                                                /s/  Norman M. Gold
                                                --------------------------------
                                                Norman M. Gold
                                                Sole incorporator


                                     -6-



                           CERTIFICATE OF AMENDMENT

                                      TO

                         CERTIFICATE OF INCORPORATION

                                      OF

                              KAC HOLDINGS, INC.

        KAC HOLDINGS, INC., a corporation duly organized and existing by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:

        FIRST:  That the Board of Directors of said Corporation, by unanimous
written consent of its members, filed with the minutes of the board, adopted
a resolution proposing and declaring advisable the following amendment to the
Certificate of Incorporation.

        RESOLVED:  That the Certificate of Incorporation of KAC Holdings,
        Inc. be amended by changing the Article thereof numbered FOURTH so
        that, as amended such Article shall be and read as follows:

        "FOURTH:  The total number of shares of all classes of stock which
        the Corporation shall have authority to issue is 601,000 shares,
        consisting of: 600,000 shares of Preferred Stock, par value of
        $100.00 per share and 1,000 shares of Common Stock, having no par value.

        (1)  As used in this Certificate of Incorporation, the following
terms shall have the following meanings:

                (a)  "BOARD" shall mean the Board of Directors of the
        Corporation.

                (b)  "CORPORATION" shall mean KAC Holdings, Inc.

                (c)  "SUBSIDIARY" shall mean any corporation at least 50% of
        whose outstanding voting stock shall at the time be owned directly or
        indirectly by the Corporation or by one or more Subsidiaries.

        (2)  The Preferred Stock may be issued from time to time in one or
more series with such distinctive serial designations and



                (a) may have such voting powers, full or limited, greater
        than, less than or equal to those of the Common Stock, or may be without
        voting powers and may have such sinking fund provisions;

                (b) may be subject to redemption at such time or times and at
        such prices;

                (c) may be entitled to receive such dividends (which may be
        cumulative or non-cumulative, compounding or non-compounding) at such
        rate or rates, on such conditions, and at such times, and payable in
        preference to, or in such relation to, the dividends payable on any
        other class or classes or series of stock;

                (d) may have such rights and preferences upon dissolution of,
        or upon any distribution of the assets of, the Corporation;

                (e) may be made convertible into, or exchangeable for, shares
        of any other class or classes or of any other series of the same or any
        other class or classes or series of stock of the Corporation, at such
        price or prices or at such rates of exchange, and with such
        adjustments; and

                (f) shall have such other designations, preferences and
        relative, participating, optional or other special rights,
        qualifications, limitations or restrictions thereof;

as shall hereafter be stated and expressed in the resolution or resolutions
providing for the issue of such Preferred Stock from time to time adopted by
the Board of Directors of the Corporation pursuant to authority so to do
which is hereby vested in the Board of Directors of the Corporation.

        (3)     (a) Except as provided in Subsection (b), each holder of a
share of Common Stock shall be entitled to vote on all matters and shall be
entitled to one vote for each share of Common Stock held.

                (b) At all stockholders' meetings at which directors of the
        Corporation are to be elected, each holder of Common Stock entitled
        to vote shall have as many votes as shall equal the number of shares of
        Common Stock owned by him, multiplied by the number of directors to be
        elected, and he may cast all of such votes for a single director or
        may distribute them among the number to be voted for, or any two
        or more of them as he may see fit.

                (c) The affirmative vote of the holders of not less than 85%
        of the outstanding Common Stock shall be required in order to
        authorize:

                                       -2-


                        (i) any amendment of this Article FOURTH or of
                Article SIXTH; or

                       (ii) any amendment to the by-laws of the Corporation."

        SECOND:  That in lieu of a meeting and vote of stockholders, the
stockholders have given unanimous written consent to said amendment in
accordance with the provisions of Section 228 of the General Corporation Law
of the State of Delaware.

        THIRD:  That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Sections 242 and 228 of the General
Corporation Law of the State of Delaware.

        IN WITNESS WHEREOF, said KAC HOLDINGS, INC. has caused this
certificate to be signed by Jay D. Proops, its Vice President, and Norman M.
Gold, its Assistant Secretary, this 23rd day of October, 1987.

                             KAC HOLDINGS, INC.

                             By: /s/ Jay D. Proops
                                 -------------------------------
                                 Jay D. Proops, Vice President

Attested by:

/s/ Norman M. Gold
- -----------------------
Norman M. Gold,
Assistant Secretary


                                       -3-


                          CERTIFICATE OF AMENDMENT
                                   TO THE
                        CERTIFICATE OF INCORPORATION
                                     OF
                             KAC HOLDINGS, INC.

     KAC HOLDINGS, INC., a Delaware corporation (the "Corporation"),
organized and existing under and by virtue of the General Corporation Law of
the State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS:

     FIRST:    That the Board of Directors of said Corporation, by unanimous
written consent of its members, filed with the minutes of the board, adopted
resolutions proposing and declaring advisable the following amendments to the
Certificate of Incorporation:

     (i)   That Article FIRST of the Certificate of Incorporation is hereby
           amended in its entirety to read as follows:"

           FIRST: The name of the corporation is The Vigoro Corporation."

     (ii)  That the first sentence of Article FOURTH of the Certificate of
           Incorporation is amended to read as follows:

           "The total number of shares of all classes of stock which the
           corporation shall have authority to issue is 50,600,000 consisting
           of 600,000 shares of Preferred Stock, $100.00 par value per share,
           and 50,000,000 shares of Common Stock, $.01 par value per share."

     (iii) No other provisions of the Certificate of Incorporation are
           amended by this Certificate.

     SECOND:   Immediately following the filing of this Certificate, each
issued and outstanding share of Common Stock, no par value, of the
corporation ("Old Common") shall be exchanged for and converted into one share
of Common Stock, $.01 par value per share, of the corporation ("New Common");
and each certificate representing Old Common shall be deemed to represent the
New Common issued by virtue of this section in exchange for the Old Common,
without further action by either the corporation or the stockholders.

     THIRD:    That in lieu of a meeting and vote of stockholders, the
stockholders have given unanimous written consent to said amendment in
accordance with the provisions of Section 228 of the General Corporation Law
of the State of Delaware.



     FOURTH:   That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Section 242 and 228 of the General
Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, said KAC HOLDINGS, INC. has caused this Certificate
to be signed by Joseph P. Sullivan, its President and Jay D. Proops, its
Secretary, this 20th day of March, 1991.


                                       KAC HOLDINGS, INC.


                                       By  /s/ JOSEPH P. SULLIVAN
                                          -------------------------------------
                                          Joseph P. Sullivan, President

ATTEST:


/s/ JAY D. PROOPS
- ---------------------------------------
Jay D. Proops, Secretary



                            CERTIFICATE OF AMENDMENT
                                      TO THE
                          CERTIFICATE OF INCORPORATION
                                        OF
                             THE VIGORO CORPORATION

     THE VIGORO CORPORATION, a Delaware corporation (the "Corporation"),
organized and existing under and by virtue of the Delaware General
Corporation Law, DOES HEREBY CERTIFY AS FOLLOWS:

     FIRST:    That the Board of Directors of the Corporation, by unanimous
written consent of its members, filed with the minutes of the board, adopted
resolutions proposing and declaring advisable the following amendments to the
Certificate of Incorporation:

     (i)   That Article THIRD of the Certificate of Incorporation is hereby
           amended in its entirety to read as follows:

           "THIRD:   The nature of the business or purposes to be conducted
           or promoted is to engage in any business in which the Corporation
           was engaged on March 21, 1991, in producing, manufacturing and
           distributing any products sold by the Corporation on March 21, 1991
           and in producing, manufacturing, distributing and selling any
           related products, components, derivatives and services and engaging
           in any similar or related businesses and any lawful act or activity
           related thereto."

     (ii)  That Paragraph (3) of Article FOURTH of the Certificate of
           Incorporation is hereby amended in its entirety to read as follows:

           "(3) Subject to the provisions of this Article FOURTH and of the
           Delaware General Corporation Law, the holders of Common stock shall
           have one vote per share of common stock on all matters on which
           holders of Common stock are entitled to vote.


     (iii) That the first sentence of Paragraph (1) of Article SIXTH of the
           Certificate of Incorporation is hereby amended in its entirety to
           read as follows:

           "The number of directors of the Corporation shall be determined in
           accordance with the By-Laws."

     (iv)  That Paragraph (5) of Article SIXTH of the Certificate of
           Incorporation is hereby amended in its entirety to read as follows:

           "(5) In furtherance and not in limitation of the powers conferred
           by statute, the Board of Directors is expressly authorized to adopt,
           amend or repeal the By-laws of the Corporation."

     (v)   That the first line of Paragraph (6) of Article SIXTH of the
           Certificate of Incorporation is hereby amended by replacing the
           word "four" with the phrase "eighty percent".

     (vi)  That the Certificate of Incorporation is hereby amended by the
           addition of Article NINTH:

           "NINTH:   (a)  The Corporation shall indemnify (i) any person who
           was a party to any threatened, pending or completed action or
           suit by or in the right of the Corporation to procure a judgment
           in its favor by reason of the fact that such person is or was a
           director, officer, employee or agent of the Corporation or is or was
           serving at the request of the Corporation as a director, officer,
           employee or agent of another corporation, partnership, joint
           venture, trust or other enterprise, against expenses (including
           attorneys' fees) actually and reasonably incurred by such person in
           connection with the defense or settlement of such action or suit,
           and (ii) any person who was or is party or is threatened to be made
           a party to any threatened, pending or completed action, suit or
           proceeding, whether civil, criminal, administrative or investigative
           (other than an action by or in the right of the Corporation) by
           reason of the fact that he is or was a director, officer, employee
           or agent of the Corporation or who is or was serving at the request
           of the Corporation, partnership, joint venture, trust or other
           enterprise, against expenses (including attorneys' fees), judgments,
           fines and amounts paid in settlement actually and reasonably
           incurred by him in connection with any such action, suit or
           proceeding, in each case to the fullest extent permissible under
           Section 145 of the Delaware General Corporation Law, as amended from
           time to time, or the indemnification provisions of any successor
           statute.



           (b) The foregoing provisions of this Article NINTH shall be deemed
           to be a contract between the Corporation and each director and
           officer who serves in such capacity at any time while this Article
           NINTH is in effect, and any repeal or modification thereof shall
           not affect any rights or obligations then existing with respect to
           any state of facts then or therefore existing or any action, suit
           or proceeding theretofore or thereafter brought based in whole or
           in part upon any such state of facts. The foregoing rights of
           indemnification shall not be deemed exclusive of any other rights
           to which any director or officer may be entitled apart from the
           provisions of this Article NINTH. The Board of Directors in its
           discretion shall have power on behalf of the Corporation to enter
           into agreements with respect to the indemnification of
           any person, other than a director or officer, made a party to any
           action, suit or proceeding by reason of the fact that he, his
           testator or intestate, is or was an employee, agent or otherwise
           acting on behalf of the Corporation or serving at the request of
           the Corporation as a director, officer employee or agent of
           another corporation, partnership, joint venture, trust or other
           enterprise."

     (vii) That the Certificate of Incorporation is hereby amended by the
           addition of Article TENTH:

           "TENTH:  A director of the Corporation shall not be personally
           liable to the Corporation or its stockholders for monetary damages
           for breach of fiduciary duty as a director, except for liability
           (i) for any breach of the director's duty of loyalty to the
           Corporation or its stockholders, (ii) for acts or omissions not in
           good faith or which involve intentional misconduct or a knowing
           violation of law, (iii) under Section 174 of the Delaware General
           Corporation Law, or (iv) for any transaction from which the
           director derived any improper personal benefit. If the Delaware
           General Corporation Law is amended after this Amendment to
           Certificate of Incorporation becomes effective to authorize
           corporate action further eliminating or limiting the personal
           liability of directors, then the liability of a director of the
           Corporation shall be eliminated or limited to the fullest extent
           permitted by the Delaware General Corporation Law, as so amended.

                Any repeal or modification of the provisions of this Article
           TENTH by the stockholders of the Corporation shall be prospective
           only, and shall not adversely affect any limitation on the personal
           liability of a director of the Corporation with respect to any act
           or omission occurring prior to the effective



           date of such appeal or modification. In the event that any of the
           provisions of this Article TENTH (including any provision within a
           single sentence) is held by a court of competent jurisdiction to be
           invalid, void or otherwise unenforceable, the remaining provisions
           are severable and shall remain enforceable to the fullest extent
           permitted by law."

     (vii) That the Certificate of Incorporation is hereby amended by the
           addition of Article ELEVENTH:

           "ELEVENTH:  A.  For purposes of this Article ELEVENTH:

           (1)  The term "Act" means the Securities Exchange Act of 1934, as
                amended.

           (2)  The term "Equity Security" means an equity security (within the
                meaning ascribed to such term in Section 3(a)(11) of the Act)
                of the Corporation which is registered pursuant to Section 12
                of the Act.

           (3)  The term "Fair Market Value" means, in the case of
                any Equity Security, the average of the last closing sale
                price per share on the 30 most recent trading days on which a
                sale of such Equity Security occurred preceding the earlier of
                the date of any purchase subject to Section B of this Article
                ELEVENTH, or the date of any agreement in respect thereof
                (such earlier date, the "Valuation Date"), as quoted on the
                principal United States securities exchange registered under
                the Act on which the security is listed, or, if not so listed
                or admitted to trading on any United States securities
                exchange, as reported on the NASDAQ National Market System, or
                if not so reported thereon, as the same shall be reported by
                the National Quotation Bureau Incorporated, or if no such
                quotations are available, the fair market value on the
                Valuation Date of such security as determined by the Board of
                Directors in good faith.

           (4)  The term "Person" shall mean any individual, corporation,
                partnership, joint venture or other entity and shall include
                any group comprised of such Person and any other Person with
                whom such Person or any Affiliate or Associate of such Person
                has any agreement, arrangement or understanding, directly or
                indirectly, for the purpose of acquiring, holding, voting or
                disposing, of Voting Stock, and any other Person who is a
                member of such group.




           (5)  The term "Five Percent Holder" shall mean and include any
                Person which, together with such Person's Affiliates and
                Associates, is (a) the Beneficial Owner of an aggregate of
                five percent or more of the outstanding shares of any class
                of Voting Stock of the Corporation, (b) any Affiliate or
                Associate of any such Person, (c) was such a Beneficial Owner
                at any time within the two-year period immediately prior to
                the Valuation Date, or (d) is a purchaser or assignee of, or
                has otherwise succeeded to, any Voting Stock which was at any
                time within the two-year period immediately prior to the
                Valuation Date owned by any such Beneficial Owner, if such
                purchase, assignment or succession shall have occurred in the
                course of a transaction or series of transactions not
                involving a public offering within the meaning of the
                Securities Act of 1933.

           (6)  The terms "Affiliate" and "Associate" shall have the meanings
                ascribed to them in Rule 12b-2 of the General Rules and
                Regulations under the Act.

           (7)  The term "Beneficial Owner" shall mean any Person who (i)
                beneficially owns shares of Voting Stock within the meaning
                of Rule 13d-3 of the General Rules and Regulations under the
                Act or (ii) has the right to acquire Voting Stock (whether or
                not such right is exercisable immediately) pursuant to any
                agreement, contract, arrangement or understanding, or upon
                the exercise of conversion rights, exchange rights, warrants or
                options, or otherwise.

           (8)  The term "Voting Stock" shall mean all of the outstanding
                shares of the Corporation's Common Stock, and the outstanding
                shares of any class or series of stock entitled to vote on
                each matter on which the holders of such Common Stock shall be
                entitled to vote, and each reference to a vote or a proportion
                of shares of Voting Stock shall refer to such proportion of
                the votes entitled to be cast by all such shares.



           (9)  In any determination whether a Person is a Five Percent
                Holder for purposes of this Article ELEVENTH, the shares of
                the relevant class of securities owned by such Person and the
                aggregate amount of shares of the relevant class then
                outstanding shall include all such securities deemed owned by
                such Person and its Affiliates and Associates through
                application of Paragraph A(7)(ii) of this Article ELEVENTH
                but there shall not be included in the aggregate amount of
                shares of the relevant class of securities then outstanding,
                any other securities of such class which may be issuable to
                any other Person pursuant to any agreement, contract,
                arrangement or understanding, or upon exercise of conversion
                rights, exchange rights, warrants or options, or otherwise.

           B.   Any direct or indirect purchase or other acquisition by the
                Corporation of any Equity Security of any class or series from
                any Five Percent Holder, if such Five Percent Holder has been
                the Beneficial Owner of such security for less than two years
                prior to the earlier of the date of such purchase or any
                agreement in respect thereof, at a price in excess of the
                Fair Market Value thereof, shall, except as hereinafter
                expressly provided, require prior to the consummation thereof
                of the affirmative vote of the holders of at least a majority
                of the aggregate voting power of the Voting Stock, excluding
                Voting Stock of which such Five Percent Holder is the
                Beneficial Owner, voting together as a single class;
                provided, however, that the foregoing majority voting
                requirement shall not be applicable with respect to (i) any
                purchase or other acquisition of an Equity Security made as
                part of a tender or exchange offer by the Corporation to
                purchase Equity Securities of the same class made on the same
                terms to all holders of such securities and complying with
                the applicable requirements of the Act and the rules and
                regulations thereunder (or any successor provisions to the
                Act, or such rules or regulations), (ii) a purchase program
                effected on the open market approved by the Board of Directors
                of the Corporation and not the result of a
                privately-negotiated transaction, (iii) any optional or
                required purchase, acquisition, exchange or redemption of an
                Equity Security pursuant to the terms of such security, or
                (iv) any purchase or acquisition approved by a disinterested
                majority of the Board of Directors. Unless such majority
                voting requirement is




                expressly inapplicable pursuant to the terms of the
                immediately preceding provision, such affirmative vote shall
                be required notwithstanding the fact that no vote may be
                required not withstanding the fact that no vote may be
                required or that a lesser percentage may be specified, by law
                or any agreement with any national securities exchange, or
                otherwise, and shall be in addition to any affirmative vote
                of stockholders required by any provision of law, any other
                provision of this Certificate of Incorporation or the By-Laws
                of this Corporation, or any policy adopted by the Board of
                Directors of this Corporation. In determining whether a Five
                Percent Holder has been a Beneficial Owner of such security
                for the time periods as above described, all periods of time
                prior to the date of calculation when such Five Percent
                Holder has been an Affiliate of a Five Percent Holder shall
                be included.

           C.   The Board of Directors shall have the power to interpret all
                the provisions of this Article ELEVENTH and their application
                to a particular transaction, including, without limitation,
                the power to determine (i) whether a Person is a Five Percent
                Holder, (ii) the number of shares of Voting Stock or other
                Equity Securities of which any Person and its Affiliates and
                Associates are the Beneficial Owners, (iii) whether a Person
                is an Affiliate or Associate of another, and (iv) what is
                Fair Market Value and whether a price is above Fair Market
                Value as of a given date. Any such determination made by the
                Board of Directors shall be conclusive and binding to the
                fullest extent permitted by law.

           D.   The provisions set forth in this Article ELEVENTH may not be
                amended, altered, changed or repealed in any respect and no
                provision inconsistent herewith shall be adopted unless such
                action is approved by the affirmative vote of the holders of
                at least 80 percent of the aggregate voting power of the Voting
                Stock of the Corporation at any annual meeting of
                shareholders or at any special meeting duly called for that
                purpose, provided notice of such amendment, alteration,
                change or repeal or adoption be included in the notice of the
                special meeting; provided, however, that if there is a Five
                Percent Holder who has been the Beneficial Owner of Voting
                Stock for less than two



                years prior to the date of the vote, such action must also be
                approved by the affirmative vote of the holders of at least
                80 percent of the aggregate voting power of the Voting Stock
                excluding Voting Stock of which any such Five Percent Holder
                is the Beneficial Owner."

   (ix)  No other provisions of the Certificate of Incorporation are
         amended by this Certificate.

   SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given unanimous written consent to said amendment in
accordance with the provisions of Section 228 of the Delaware General
Corporation Law.

   THIRD: That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Section 242 and 228 of the Delaware General
Corporation Law.

   IN WITNESS WHEREOF, The Vigoro Corporation has caused this Certificate to
be signed by Jay D. Proops, its President and by Karen E. Nyman, its
Assistant Secretary, this 25th day of March, 1991.

                                       THE VIGORO CORPORATION

                                   By: /s/ Jay D. Proops
                                       --------------------------------
                                       Jay D. Proops, President

ATTEST:

/s/ Karen E. Nyman
- ----------------------------
Karen E. Nyman,
Assistant Secretary




                         CERTIFICATE OF AMENDMENT

                                 TO THE

                        CERTIFICATE OF INCORPORATION

                                   OF

                         THE VIGORO CORPORATION

        THE VIGORO CORPORATION, a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"),

DOES HEREBY CERTIFY AS FOLLOWS:

        1.  That the Board of Directors of the Corporation, at a meeting duly
called and held on September 29, 1994, at which a quorum was present, adopted
resolutions proposing and declaring advisable the following amendment to the
Certificate of Incorporation:

                That ARTICLE THIRD of the Certificate of Incorporation be
amended in its entirety to read as follows:

                "THIRD:  The nature of the business or purposes to be
                conducted or promoted is to engage in any lawful act or
                activity for which corporations may be organized under the
                General Corporation Law of the State of Delaware as the
                same may be amended from time to time."

        2.  That the stockholders of the Corporation, at a meeting duly
called and held pursuant to proper notice on November 10, 1994, at which a
quorum was present and voting, gave their consent, by at least a majority
vote of the outstanding stock entitled to vote, to the adoption of the
foregoing amendment in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.

        IN WITNESS WHEREOF, The Vigoro Corporation has caused this
Certificate of Amendment to be signed by Karen E. Nyman, its Vice President,
this 11th day of November, 1994.

                                   THE VIGORO CORPORATION

                                   By: /s/ Karen E. Nyman
                                      --------------------------------
                                      Karen E. Nyman
                                      Vice President

EX-3.II(B)

                                                                Exhibit 3.ii(b)

                                     BY-LAWS

                                      -of-

                               CAREY SALT COMPANY
                       (herein called the "Corporation")

                                    -ooOoo-

                                    ARTICLE I

                                  STOCKHOLDERS

         SECTION 1.01.  ANNUAL MEETING.  The Board of Directors by resolution
shall designate the time, place and date (which shall be, in the case of the
first annual meeting, not more than 13 months after the organization of the
Corporation and, in the case of all other annual meetings, not more than
13 months after the date of the last annual meeting) of the annual meeting of
the stockholders for the election of directors and the transaction of such other
business as may come before it.

         SECTION 1.02.  SPECIAL MEETINGS.  Special meetings of the stockholders,
for any purpose or purposes, may be called at any time by the President, any
Vice-President, the Treasurer or the Secretary or by resolution of the Board of
Directors. Special meetings of stockholders shall be held at such place, within
or without the State of Delaware, as shall be fixed by the person or persons
calling the meeting and stated in the notice or waiver of notice of the meeting.

         SECTION 1.03.  NOTICE OF MEETINGS OF STOCKHOLDERS.  Whenever
stockholders are required or permitted to take any action at a meeting, written
notice of the meeting shall be given (unless that notice shall be waived or
unless the meeting is to be dispensed with in accordance with the provisions of
Article SIXTH of the Certificate of Incorporation of the Corporation and
Section 1.12 hereof) which shall state the place, date and hour of the meeting
and, in the case of a special meeting, the purpose or purposes for which the
meeting is called. The written notice of any meeting shall be given, personally
or by mail, not less than ten nor more than sixty days before the date of the
meeting to each stockholder entitled to





                                     -2-


vote at such meeting. If mailed, such notice is given when deposited in the
United States mail, postage prepaid, directed to the stockholder at his address
as it appears on the records of the Corporation.

         When a meeting is adjourned to another time or place, notice need not
be given of the adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken. At the adjourned meeting the
Corporation may transact any business which might have been transacted at the
original meeting. If the adjournment is for more than thirty days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record entitled
to vote at the meeting.

         Section 1.04.  QUORUM.  At all meetings of the stockholders, the
holders of one-third of the stock issued and outstanding and entitled to vote
thereat, present in person or by proxy, shall constitute a quorum for the
transaction of any business.

         When a quorum is once present to organize a meeting, it is not broken
by the subsequent withdrawal of any stockholders.

         The stockholders present may adjourn the meeting despite the absence of
a quorum and at any such adjourned meeting at which the requisite amount of
voting stock shall be represented, the Corporation may transact any business
which might have been transacted at the original meeting had a quorum been there
present.

         SECTION 1.05.  METHOD OF VOTING.  The vote upon any question before the
meeting need not be by ballot. All elections and all other questions shall be
decided by a plurality of the votes cast, at a meeting at which a quorum is
present, except as expressly provided otherwise by the General Corporation Law
of the State of Delaware or the Certificate of Incorporation.

         SECTION 1.06.  VOTING RIGHTS OF STOCKHOLDERS AND PROXIES.  Each
stockholder of record entitled to vote in accordance with the laws of the State
of Delaware, the Certificate of Incorporation or these By-Laws, shall at every
meeting of the stockholders be entitled to one vote in person or by proxy for
each share of stock entitled to vote standing in his name on the books of the
Corporation,




                                     -3-


but no proxy shall be voted on after three years from its date, unless the proxy
provides for a longer period.

         SECTION 1.07.  OWNERSHIP OF ITS OWN STOCK.  Shares of its own capital
stock belonging to the Corporation or to another corporation, if a majority of
the shares entitled to vote in the election of directors of such other
corporation is held, directly or indirectly, by the Corporation, shall neither
be entitled to vote nor be counted for quorum purposes. Nothing in this section
shall be construed as limiting the right of any corporation to vote stock,
including but not limited to its own stock, held by it in a fiduciary capacity.

         SECTION 1.08.  VOTING BY FIDUCIARIES AND PLEDGORS.  Persons holding
stock in a fiduciary capacity shall be entitled to vote the shares so held.
Persons whose stock is pledged shall be entitled to vote, unless in the transfer
by the pledgor on the books of the Corporation he has expressly empowered the
pledgee to vote thereon, in which case only the pledgee, or his proxy, may
represent such stock and vote thereon.

         If shares or other securities having voting power stand of record in
the names of two or more persons, whether fiduciaries, members of a partnership,
joint tenants, tenants in common, tenants by the entirety or otherwise, or if
two or more persons have the same fiduciary relationship respecting the same
shares, unless the Secretary of the Corporation is given written notice to the
contrary and is furnished with a copy of the instrument or order appointing them
or creating the relationship wherein it is so provided, their acts with respect
to voting shall have the following effect:

         (1) If only one votes, his act binds all;

         (2) If more than one vote, the act of the majority so voting binds all;

         (3) If more than one vote, but the vote is evenly split on any
particular matter, each faction may vote the securities in question
proportionally, or any person voting the shares, or a beneficiary, if any, may
apply to the Court of Chancery or such other court as may have jurisdiction to
appoint an additional person to act with the persons so voting the shares, which
shall then be voted as determined by a majority of such persons and the person
appointed by the Court. If the instrument so filed shows that any such tenancy
is held in unequal interests, a




                                      -4-


majority or even-split for the purpose of this subsection shall be a majority or
even-split in interest.

         SECTION 1.09. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD.
In order to determine the stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock,
or for the purpose of any other lawful action, the Board of Directors may fix,
in advance, a record date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days prior to any
other action. If no record date is fixed by the Board of Directors, the record
date shall be determined in accordance with the provisions of the General
Corporation Law of the State of Delaware.

         SECTION 1.10. LIST OF STOCKHOLDERS. The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least ten days before
every meeting of the stockholders, a complete list of the stockholders entitled
to vote at the meeting, arranged in alphabetical order, and showing the address
of each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten days prior to the meeting, either at a place within the city
where the meeting is to be held (which place shall be specified in the notice of
the meeting or, if not so specified, at the place where said meeting is to be
held), and the list shall be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who may be present. Upon the willful neglect or refusal of the directors to
produce such a list at any meeting for the election of directors, they shall be
ineligible for election to any office at such meeting.

         SECTION 1.11. STOCKHOLDER'S RIGHT OF INSPECTION. Stockholders of
record, in person or by attorney or other agent, shall have the right, upon
written demand under oath stating the purpose thereof, during the usual hours
for business to inspect for any proper purpose the Corporation,s stock ledger, a
list of its stockholders, and its other books and records, and to make copies or
extracts therefrom. A proper purpose shall mean a purpose



                                      -5-


reasonably related to such person,s interest as a stockholder. In every instance
where an attorney or other agent shall be the person who seeks the right to
inspection, the demand under oath shall be accompanied by a power of attorney or
such other writing which authorizes the attorney or other agent to so act on
behalf of the stockholder. The demand under oath shall be directed to the
Corporation at its registered office in this State or at its principal place of
business.

         The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by Section
1.10 or the books of the Corporation, or to vote in person or by proxy at any
meeting of the stockholders.

         SECTION 1.12. CONSENT IN LIEU OF MEETING. As provided in Article SIXTH
of the Certificate of Incorporation, any corporate action, with respect to which
the vote of the stockholders at a meeting thereof is required or permitted by
any provision of the General Corporation Law of the State of Delaware, the
Certificate of Incorporation of the Corporation, or these By-Laws, may be taken
without that vote and meeting, and that vote and meeting may be dispensed with,
if that corporate action has been consented to in writing by the holders of a
majority (or, if with respect to a particular corporate action the General
Corporation Law of the State of Delaware, the Certificate of Incorporation of
the Corporation or these By-Laws specifies a greater percentage, by the holders
of that percentage) of the stock that would have been entitled to vote upon that
action if a meeting were held. Prompt notice shall be given to all stockholders
of the taking of any corporate action pursuant to the provisions of that
paragraph unless that action has been consented to in writing by the holders of
all of the stock that would have been entitled to vote upon that action if a
meeting were held.

                                   ARTICLE II

                                    DIRECTORS

         SECTION 2.01. MANAGEMENT OF BUSINESS. The business of the Corporation
shall be managed by its Board of Directors.



                                      -6-


         The Board of Directors, in addition to the powers and authority
expressly conferred upon it herein, by statute, by the Certificate of
Incorporation of the Corporation or otherwise, is hereby empowered to exercise
all such powers as may be exercised by the Corporation, except as expressly
provided otherwise by the statutes of the State of Delaware, by the Certificate
of Incorporation of the Corporation or by these By-Laws.

         Without prejudice to the generality of the foregoing, the Board of
Directors, by resolution or resolutions, may create and issue, whether or not in
connection with the issue and sale of any shares of stock or other securities of
the Corporation, rights or options entitling the holders thereof to purchase
from the Corporation any shares of its capital stock of any class or classes or
any other securities of the Corporation, such rights or options to be evidenced
by or in such instrument or instruments as shall be approved by the Board of
Directors. The terms upon which, including the time or times, which may be
limited or unlimited in duration, at or within which, and the price or prices at
which, any such rights or options may be issued and any such shares or other
securities may be purchased from the Corporation upon the exercise of any such
right or option shall be such as shall be fixed and stated in the resolution or
resolutions adopted by the Board of Directors providing for the creation and
issue of such rights or options, and, in every case, set forth or incorporated
by reference in the instrument or instruments evidencing such rights or options.
In the absence of actual fraud in the transaction, the judgment of the directors
as to the consideration for the issuance of such rights or options and the
sufficiency thereof shall be conclusive. In case the shares of stock of the
Corporation to be issued upon the exercise of such rights or options shall be
shares having a par value, the price or prices so to be received therefor shall
not be less than the par value thereof. In case the shares of stock so to be
issued shall be shares of stock without par value, the consideration therefor
shall be determined in the manner provided in Section 153 of the General
Corporation Law of the State of Delaware.

         SECTION 2.02. QUALIFICATIONS AND NUMBER OF DIRECTORS. Directors need
not be stockholders. The number of directors which shall constitute the whole
Board shall be two, but this number may be increased and subsequently again from
time to time increased or decreased by an amendment to these By-Laws, but in no
case shall the number be less than two.



                                      -7-


         SECTION 2.03. ELECTION AND TERM. The directors shall be elected at
the annual meeting of the stockholders, and each director shall be elected to
hold office until his successor shall be elected and qualified, or until his
earlier resignation or removal.

         SECTION 2.04. RESIGNATIONS. Any director of the Corporation may
resign at any time by giving written notice to the Corporation. Such
resignation shall take effect at the time specified therein, if any, or if no
time is specified therein, then upon receipt of such notice by the
Corporation; and, unless otherwise provided therein, the acceptance of such
resignation shall not be necessary to make it effective.

         SECTION 2.05. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Vacancies
and newly created directorships resulting from any increase in the authorized
number of directors may be filled by a majority of the directors then in
office, though less than a quorum, or by a sole remaining director, and the
directors so chosen shall hold office until their successors shall be elected
and qualified, or until their earlier resignation or removal. When one or
more directors shall resign from the Board, effective at a future date, a
majority of the directors then in office, including those who have so
resigned, shall have power to fill such vacancy or vacancies, the vote
thereon to take effect when such resignation or resignations shall become
effective, and each director so chosen shall hold office as herein provided
in the filling of other vacancies.

         SECTION 2.06. QUORUM OF DIRECTORS. At all meetings of the Board of
Directors, one-third of the entire Board, but not less than two directors,
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as provided in Sections
2.05 and 2.12 hereof.

         A majority of the directors present, whether or not a quorum is
present, may adjourn any meeting of the directors to another time and place.
Notice of any adjournment need not be given if such time and place are
announced at the meeting.

         SECTION 2.07. ANNUAL MEETING. The newly elected Board of Directors
shall meet immediately following the adjournment of the annual meeting of
stockholders in each



                                      -8-


year at the same place, within or without the State of Delaware, and no
notice of such meeting shall be necessary.

         SECTION 2.08. REGULAR MEETINGS. Regular meetings of the Board of
Directors may be held at such time and place, within or without the State of
Delaware, as shall from time to time be fixed by the Board and no notice thereof
shall be necessary.

         SECTION 2.09. SPECIAL MEETINGS. Special meetings may be called at
any time by the President, any Vice President, the Treasurer or the Secretary
or by resolution of the Board of Directors. Special meetings shall be held at
such place, within or without the State of Delaware, as shall be fixed by the
person or persons calling the meeting and stated in the notice or waiver of
notice of the meeting.

         Special meetings of the Board of Directors shall be held upon notice
to the directors or waiver thereof.

         Unless waived, notice of each special meeting of the directors,
stating the time and place of the meeting, shall be given to each director by
delivered letter, by telegram or by personal communication either over the
telephone or otherwise, in each such case not later than the second day prior
to the meeting, or by mailed letter deposited in the United States mail with
postage thereon prepaid not later than the seventh day prior to the meeting.
Notices of special meetings of the Board of Directors and waivers thereof
need not state the purpose or purposes of the meeting.

         SECTION 2.10. ACTION WITHOUT A MEETING. Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if all members of the Board
or committee, as the case may be, consent thereto in a writing or writings
and the writing or writings are filed with the minutes of proceedings of the
Board or committee.

         SECTION 2.11. COMPENSATION. Directors shall receive such fixed sums
and expenses of attendance for attendance at each meeting of the Board or of
any committee and/or such salary as may be determined from time to time by
the Board of Directors; provided that nothing herein contained shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.




                                      -9-


         SECTION 2.12. EXECUTIVE COMMITTEE. The Board of Directors may, by
resolution or resolutions, passed by a majority of the whole Board, designate an
Executive Committee (and may discontinue the same at any time) to consist of
three or more of the directors of the Corporation. The members shall be
appointed by the Board and shall hold office at the pleasure of the Board. The
Board may designate one or more directors as alternate members of the Committee,
who may replace an absent or disqualified member at any meeting of the
Committee. The Executive Committee shall have and may exercise all the powers of
the Board of Directors (when the Board is not in session) in the management of
the business and affairs of the Corporation (and may authorize the seal of the
Corporation to be affixed to all papers which may require it), except that the
Executive Committee shall have no power (a) to elect directors; (b) to alter,
amend or repeal these By-Laws or any resolution or resolutions of the directors
designating an Executive Committee; (c) to declare any dividend or make any
other distribution to the stockholders of the Corporation; or (d) to appoint any
member of the Executive Committee. Regular meetings of the Executive Committee
may be held at such time and place, within or without the State of Delaware, as
shall from time to time be fixed by the Executive Committee and no notice
thereof shall be necessary. Special meetings may be called at any time by any
officer of the Corporation or any member of the Committee. Special meetings
shall be held at such place, within or without the State of Delaware, as shall
be fixed by the person calling the meeting and stated in the notice or waiver of
the meeting. A majority of the members of the Executive Committee shall
constitute a quorum for the transaction of business and the act of a majority
present at which there is a quorum shall be the act of the Executive Committee.
Notice of each special meeting of the Executive Committee shall be given (or
waived) in the same manner as notice of a directors' meeting.

                                   ARTICLE III

                                    OFFICERS

         SECTION 3.01. NUMBER. The officers of the Corporation shall be
chosen by the Board of Directors. The officers shall be a President, a
Secretary and a Treasurer, and such number of Chairmen, Vice Chairmen, Vice
Presidents, Assistant Secretaries and Assistant Treasurers, and such other
officers, if any, as the Board may from time



                                      -10-

to time determine. The Board may choose such other agents as it shall deem
necessary. Any number of offices may be held by the same person.

         SECTION 3.02. TERMS OF OFFICE. Each officer shall hold his office until
his successor is chosen and qualified or until his earlier resignation or
removal. Any officer may resign at any time upon written notice to the
Corporation.

         SECTION 3.03. REMOVAL. Any officer may be removed from office at any
time by the Board of Directors with or without cause.

         SECTION 3.04. AUTHORITY. The Secretary shall record all of the
proceedings of the meetings of the stockholders and directors in a book to be
kept for that purpose, and shall have the authority, perform the duties and
exercise the powers in the management of the Corporation usually incident to the
office held by him, and/or such other authority, duties and powers as may be
assigned to him from time to time by the Board of Directors or the President.
The other officers, and agents, if any, shall have the authority, perform the
duties and exercise the powers in the management of the Corporation usually
incident to the offices held by them, respectively, and/or such other authority,
duties and powers as may be assigned to then from time to time by the Board of
Directors or (except in the case of the President) by the President.

         SECTION 3.05. VOTING SECURITIES OWNED BY THE CORPORATION. Powers of
attorney, proxies, waivers of notice of meeting, consents and other instruments
relating to securities owned by the Corporation may be executed in the name of
and on behalf of the Corporation by the President or any Vice-President and any
such officer may, in the name of and on behalf of the Corporation, take all such
action as any such officer may deem advisable to vote in person or by proxy at
any meeting of security holders of any corporation in which the Corporation may
own securities and at any such meeting shall possess and may exercise any and
all rights and powers incident to the ownership of such securities and which, as
the owner thereof, the Corporation might have exercised and possessed if
present. The Board of Directors may, by resolution, from time to time confer
like powers upon any other person or persons.




                                      -11-


                                   ARTICLE IV

                                  CAPITAL STOCK

         SECTION 4.01. STOCK CERTIFICATES. Every holder of stock in the
Corporation shall be entitled to have a certificate signed by, or in the name of
the Corporation by, the Chairman or Vice-Chairman of the Board of Directors, or
the President or a Vice-President, and by the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary, of the Corporation,
certifying the number of shares owned by him in the Corporation. Where such
certificate is signed (1) by a transfer agent other than the Corporation or its
employee, or (2) by a registrar other than the Corporation or its employee, the
signatures of the officers of the Corporation may be facsimiles. In case any
officer who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer at the date of issue.

         SECTION 4.02. TRANSFERS. Stock of the Corporation shall be transferable
in the manner prescribed by the laws of the State of Delaware.

         SECTION 4.03. REGISTERED HOLDERS. Prior to due presentment for
registration of transfer of any security of the Corporation in registered form,
the Corporation shall treat the registered owner as the person exclusively
entitled to vote, to receive notifications and to otherwise exercise all the
rights and powers of an owner, and shall not be bound to recognize any equitable
or other claim to, or interest in, any security, whether or not the Corporation
shall have notice thereof, except as otherwise provided by the laws of the State
of Delaware.

         SECTION 4.04. NEW CERTIFICATES. The Corporation shall issue a new
certificate of stock in the place of any certificate theretofore issued by it,
alleged to have been lost, stolen or destroyed, if the owner: (1) so requests
before the Corporation has notice that the shares of stock represented by that
certificate have been acquired by a bona fide purchaser; (2) files with the
Corporation a bond sufficient (in the judgment of the directors) to indemnify
the Corporation against any claim that may be made against it on account of the
alleged loss or theft of that certificate or the issuance of a new certificate;
and (3) satisfies any other requirements imposed by the directors




                                      -12-

that are reasonable under the circumstances. A new certificate may be issued
without requiring any bond when, in the judgment of the directors, it is proper
so to do.

                                    ARTICLE V

                                 INDEMNIFICATION

         SECTION 5.01. The Corporation shall indemnify its officers, directors,
employees and agents to the fullest extent permitted by the General Corporation
Law of Delaware.

                                   ARTICLE VI

                                  MISCELLANEOUS

         SECTION 6.01. OFFICES. The registered office of the Corporation in the
State of Delaware shall be at Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801. The Corporation may also have offices at other
places within and/or without the State of Delaware.

         SECTION 6.02. SEAL. The corporate seal shall have inscribed thereon the
name of the Corporation, the year of its incorporation and the words "Corporate
Seal Delaware."

         SECTION 6.03. CHECKS. All checks or demands for money shall be signed
by such person or persons as the Board of Directors may from time to time
determine.

         SECTION 6.04. FISCAL YEAR. The fiscal year shall begin the first day
after the last Saturday in March and shall end on the last Saturday in March.

         SECTION 6.05. WAIVERS OF NOTICE; DISPENSING WITH NOTICE. Whenever any
notice whatever is required to be given under the provisions of the General
Corporation Law of the State of Delaware, of the Certificate of Incorporation of
the Corporation, or of these By-Laws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto. Neither the business to be
transacted at, nor the purpose




                                      -13-

of, any regular or special meeting of the stockholders need be specified in any
written waiver of notice.

         Attendance of a person at a meeting of stockholders shall constitute a
waiver of notice of such meeting, except when the stockholder attends a meeting
for the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.

         Whenever any notice whatever is required to be given under the
provisions of the General Corporation Law of the State of Delaware, of the
Certificate of Incorporation of the Corporation, or of these By-Laws, to any
person with whom communication is made unlawful by any law of the United States
of America, or by any rule, regulation, proclamation or executive order issued
under any such law, then the giving of such notice to such person shall not be
required and there shall be no duty to apply to any governmental authority or
agency for a license or permit to give such notice to such person; and any
action or meeting which shall be taken or held without notice to any such person
or without giving or without applying for a license or permit to give any such
notice to any such person with whom communication is made unlawful as aforesaid,
shall have the same force and effect as if such notice had been given as
provided under the provisions of the General Corporation Law of the State of
Delaware, or under the provisions of the Certificate of Incorporation of the
Corporation or of these By-Laws. In the event that the action taken by the
Corporation is such as to require the filing of a certificate under any of the
other sections of this title, the certificate shall state, if such is the fact
and if notice is required, that notice was given to all persons entitled to
receive notice except such persons with whom communication is unlawful.

         SECTION 6.06. LOANS TO AND GUARANTEES OF OBLIGATIONS OF EMPLOYEES AND
OFFICERS. The Corporation may lend money to or guaranty any obligation of, or
otherwise assist any officer or other employee of the Corporation or of a
subsidiary, including any officer or employee who is a director of the
Corporation or a subsidiary, whenever, in the judgment of the Board of
Directors, such loan, guaranty or assistance may reasonably be expected to
benefit the Corporation. The loan, guaranty or other assistance may be with or
without interest, and may be unsecured, or secured in such manner as the Board
of Directors shall approve, including, without limitation, a pledge of shares of
stock of the Corporation. Nothing in this Section contained



                                      -14-

shall be deemed to deny, limit or restrict the powers of guaranty or warranty of
the corporation at common law or under any other statute.

         SECTION 6.07. AMENDMENT OF BY-LAWS. These By-Laws may be altered,
amended or repealed at any meeting of the Board of Directors.

         SECTION 6.08. SECTION HEADINGS AND STATUTORY REFERENCES. The headings
of the Articles and Sections of these By-Laws, have been inserted for
convenience of reference only and shall not be deemed to be a part of these
By-Laws.

EX-3.II(C)

                                                                Exhibit 3.ii(c)

                                                 As Adopted on December 30, 1996

                                    FMRP INC.

                                     BY-LAWS

                                    ARTICLE I

NAME

         The name of the corporation is FMRP Inc.

                                   ARTICLE II

OFFICES

         1. The location of the registered office of the corporation in the
State of Delaware is 1209 Orange Street, City of Wilmington, County of New
Castle, and the name of its registered agent at such address is The
Corporation Trust Company.

         2. The corporation shall in addition to its registered office in the
State of Delaware establish and maintain an office or offices at such place
or places as the Board of Directors may from time to time find necessary or
desirable.

                                   ARTICLE III

CORPORATE SEAL

         The corporate seal of the corporation shall have inscribed thereon
the name of the corporation and the year of its creation and the words
"Corporate Seal Delaware." Such seal may be used by causing it or a facsimile
thereof to be impressed, affixed, printed or otherwise reproduced.

                                   ARTICLE IV

MEETINGS OF STOCKHOLDERS

         1. Meetings of the stockholders shall be held at 1615 Poydras
Street, New Orleans, Louisiana, or at such other place as shall be determined
from time to time by the Board of Directors.



         2. The annual meeting of stockholders shall be held at such date and
time as shall be designated from time to time by the Board of Directors and
stated in the notice of meeting, at which they shall elect by a plurality
vote a board of directors, and transact such other business as may properly
be brought before the meeting.

         3. The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction
of business except as otherwise provided by statute, by the Certificate of
Incorporation or by these By-Laws. If, however, such majority shall not be
present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or by proxy, shall have power to
adjourn the meeting from time to time without notice other than announcement
at the meeting (except as otherwise provided by statute) until the requisite
amount of voting stock shall be present. At such adjourned meeting at which
the requisite amount of voting stock shall be represented any business may be
transacted that might have been transacted at the meeting as originally
notified.

         4. At all meetings of the stockholders, each stockholder having the
right to vote shall be entitled to vote in person or by proxy appointed by an
instrument in writing subscribed by such stockholder and bearing a date not
more than six months prior to said meeting, unless such instrument provides
for a longer period. All proxies shall be filed with the secretary of the
meeting before being voted.

         5. At each meeting of the stockholders each stockholder shall have
one vote for each share of stock having voting power, registered in his name
on the books of the corporation at the record date fixed in accordance with
these By-Laws, or otherwise determined, with respect to such meeting. When a
quorum is present at any meeting, the vote of the holders of a majority of
the stock having voting power present in person or represented by proxy shall
decide any question brought before such meeting, unless the question is one
upon which by express provision of the statutes or of the Certificate of
Incorporation, a different vote is required in which case such express
provision shall govern and control the decision of such question.

         6. Notice of each meeting of the stockholders shall be given to each
stockholder entitled to vote thereat not less than 10 nor more than 60 days
before the date of the meeting. Such notice shall state the place, date and
hour of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called.

         7. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute, may be called by the
Chairman of the Board or the President and shall be called by the President
or Secretary at the request in writing or by vote of a majority of the Board
of Directors, or at the request in writing of stockholders owning a majority
in amount of the entire capital stock of the corporation issued and
outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting.

                                       -2-



         8. Any action required or permitted to be taken at any annual or
special meeting of stockholders may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action
so taken, shall be signed by stockholders having not less than a minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have
not consented in writing.

                                    ARTICLE V

DIRECTORS

         1. The business and affairs of the corporation shall be managed by
or under the direction of a Board consisting of one or more directors as
determined from time to time by action of the stockholders or by the Board of
Directors. The Board may exercise all such powers and authority for and on
behalf of the corporation as shall be permitted by law, the Certificate of
Incorporation or these By-Laws. Each of the directors shall hold office until
the annual meeting of stockholders held next after his election and his
successor is elected and qualified or until his earlier resignation or
removal.

         2. The directors may hold their meetings and have one or more
offices, and, subject to the laws of the State of Delaware, keep the stock
ledger and other books and records of the corporation outside of such State,
at such place or places as they may from time to time determine.

         3. If the office of any director becomes vacant by reason of death,
resignation, disqualification, increase in the number of directors or
otherwise, such vacancy or vacancies may be filled by action of the
stockholders or by the vote of the majority of the directors then in office,
although less than a quorum, or by a sole remaining director. Any decrease in
the number of directors resulting from an amendment of these By-Laws or from
other action of the Board taken in accordance with this Article shall take
effect at the time of such amendment or action, as the case may be, only to
the extent that vacancies then exist; to the extent that such decrease
exceeds the number of vacancies, the decrease shall not become effective,
except as further vacancies may thereafter occur, until the time of and in
connection with the election of directors at the next succeeding annual
meeting of stockholders.

         4. Any director may resign at any time by giving written notice of
his resignation to the Board of Directors, to the Chairman of the Board or
the President. Any such resignation shall take effect upon receipt thereof by
the Board, the Chairman of the Board or the President, as the case may be, or
at such later date as may be specified therein. Any such notice to the Board
shall be addressed to it in care of the Secretary.

                                       -3-



         5. Unless otherwise restricted by the certificate of incorporation or
by law, any director or the entire board of directors may be removed, with or
without cause, by the holders of a majority of shares entitled to vote at an
election of directors.


                                   ARTICLE VI

COMMITTEES OF DIRECTORS

         1. By resolutions adopted by a majority of the whole Board of
Directors, the Board may designate an Executive Committee and one or more other
committees, each such committee to consist of one or more directors of the
corporation. If designated, the Executive Committee shall have and may exercise
all the powers of the Board in the management of the business and affairs of the
corporation (except as otherwise expressly limited by statute), including the
power and authority to declare dividends and to authorize the issuance of stock,
and may authorize the seal of the corporation to be affixed to all papers that
may require it. Each such other committee shall have such of the powers and
authority of the Board as may be provided from time to time in resolution
adopted by a majority of the whole Board.

         2. The requirements with respect to the manner in which the Executive
Committee and each such other committee shall hold meetings and take actions
shall be set forth in the resolutions of the Board of Directors designating the
Executive Committee or such other committee.


                                   ARTICLE VII

COMPENSATION OF DIRECTORS

         Directors, as such, shall not receive any stated salary for their
services, but by resolution of the Board of Directors a fixed sum and expenses
of attendance, if any, may be allowed for attendance at each regular or special
meeting of the Board; provided nothing herein contained shall be construed to
preclude any Director from serving the corporation in any other capacity and
receiving compensation therefor.


                                  ARTICLE VIII

MEETINGS OF DIRECTORS; ACTION WITHOUT A MEETING

         1. The newly elected Board of Directors may meet at such time and place
either within or without the State of Delaware for purposes of organization or
otherwise as shall be determined by all the directors.


                                      -4-


         2. Regular meetings of the Board of Directors may be held without
notice at such time and place, either within or without the State of Delaware,
as may be determined from time to time by resolution of the Board.

         3. Special meetings of the Board of Directors may be called by the
President on at least 24 hours' notice to each director, and shall be called by
the Chairman of the Board, or the President or the Secretary on like notice on
the request in writing of any director. Except as may be otherwise specifically
provided by statute, the Certificate of Incorporation or by these By-Laws, the
purpose or purposes of any such special meeting need not be stated in such
notice.

         4. At all meetings of the Board of Directors the presence in person of
a majority of directors shall be necessary and sufficient to constitute a quorum
for the transaction of business and, except as may be otherwise specifically
provided by statute, by the Certificate of Incorporation or by these By-Laws, if
a quorum shall be present the act of a majority of the directors present at any
meeting shall be the act of the Board.

         5. Any action required or permitted to be taken at any meeting of the
Board of Directors or any committee thereof may be taken without a meeting if
all the members of the Board or such committee, as the case may be, consent
thereto in writing and the writing or writings are filed with the minutes of
proceedings of the Board or committee. Any director may participate in a
meeting of the Board or of any committee designated by the Board by means of a
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in
a meeting pursuant to this sentence shall constitute presence in person at such
meeting.


                                   ARTICLE IX

OFFICERS

         1. The officers of the corporation shall be chosen by the Board of
Directors and shall be a President, a Secretary, and a Treasurer. The Board of
Directors may also choose a Chairman of the Board, a Vice Chairman of the Board,
one or more Senior Executive Vice Presidents, one or more Executive Vice
Presidents, one or more Senior Vice Presidents, one or more Vice Presidents, a
General Counsel, one or more Assistant Vice Presidents, a Controller and one or
more Assistant Secretaries, Assistant Treasurers or Assistant Controllers, and
such other officers as it shall deem necessary, who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
prescribed from time to time by the Board or by the Chairman of the Board or by
the President. Any number of offices may be held by the same person.

         2. The Board of Directors, at its first meeting after the annual
meeting of stockholders, may choose a Chairman and a Vice Chairman of the Board
from among the


                                      -5-


directors, and shall choose a President, a Secretary and a Treasurer and the
remaining officers, if any, who need not be members of the Board.

         3. The salaries of all officers of the corporation shall be fixed by
the Board of Directors or in such manner as the Board may prescribe.

         4. The officers of the corporation shall hold office until their
successors are respectively elected and qualified, except that any officer may
at any time resign or be removed by the Board of Directors. If the office of any
officer becomes vacant for any reason, the vacancy may be filled by the Board.

         5. Any officer may resign at any time by giving written notice of his
resignation to the Board of Directors, the Chairman of the Board or the
President. Any such resignation shall take effect upon receipt thereof by the
Board, the Chairman of the Board or the President, as the case may be, or at
such later date as may be specified therein. Any such notice to the Board shall
be addressed to it in care of the Secretary.


                                    ARTICLE X

CHAIRMAN OF THE BOARD

         If elected, the Chairman of the Board shall preside at meetings of the
stockholders and at meetings of the Board of Directors. He, subject to the
supervision and direction of the Board, shall be responsible for managing the
corporation's affairs. He shall have general supervision and direction of all
the other officers of the corporation. He shall have the powers and duties
usually and customarily associated with the office of the Chairman of the Board
and shall have such other powers and duties as may be delegated to him by the
Board of Directors.


                                   ARTICLE XI

PRESIDENT

         The President shall have the powers and duties usually and customarily
associated with the office of the President and shall have such other powers and
duties as may be delegated to him by the Board of Directors or the Chairman of
the Board.


                                      -6-




                                   ARTICLE XII

VICE CHAIRMAN OF THE BOARD,
SENIOR EXECUTIVE VICE PRESIDENTS,
EXECUTIVE VICE PRESIDENTS,
SENIOR VICE PRESIDENTS,
VICE PRESIDENTS,
ASSISTANT VICE PRESIDENTS AND
GENERAL COUNSEL.

         The Vice Chairman of the Board, Senior Executive Vice Presidents,
Executive Vice Presidents, Senior Vice Presidents, Vice Presidents, Assistant
Vice Presidents and General Counsel shall have such powers and duties as may
be delegated to them by the Board of Directors or the Chairman of the Board
or the President.

                                  ARTICLE XIII

SECRETARY AND ASSISTANT SECRETARIES

         1. The Secretary shall attend all meetings of the Board of Directors
and of the stockholders and shall record the minutes of all proceedings in a
book to be kept for that purpose. He shall perform similar duties for the
committees of the Board when required.

         2. The Secretary shall give, or cause to be given, any required
notice of meetings of the stockholders and of the Board of Directors and of
committees of the Board. He shall keep in safe custody the seal of the
corporation and, when authorized by the Chairman of the Board, the Vice
Chairman of the Board, the President, a Senior Executive Vice President, an
Executive Vice President, a Senior Vice President, or a Vice President, shall
affix the same to any instrument requiring it, and when so affixed it shall
be attested by his signature or by the signature of an Assistant Secretary.
He shall have such other powers and duties as may be delegated to him by the
Board of Directors or the Chairman of the Board or the President.

         3. The Assistant Secretaries shall, in case of the absence or
disability of the Secretary, perform the duties and exercise the powers of the
Secretary and shall have such other powers and duties as may be delegated to
them by the Board of Directors or the Chairman of the Board or the President.


                                       -7-


                                    ARTICLE XIV

TREASURER AND ASSISTANT TREASURERS

         1. The Treasurer shall have the custody of the corporate funds and
securities and shall deposit or cause to be deposited under his direction all
moneys and other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the Board of
Directors or pursuant to authority granted by it. He shall render to the
Chairman of the Board and the Board of Directors, whenever they may require
it, an account of all his transactions as Treasurer and of the financial
condition of the corporation. He shall have such other powers and duties as
may be delegated to him by the Board of Directors or the Chairman of the
Board or the President.

         2. The Assistant Treasurers shall, in case of the absence or
disability of the Treasurer, perform the duties and exercise the powers of
the Treasurer and shall have such other powers and duties as may be delegated
to them by the Board of Directors or the Chairman of the Board or the
President.

                                   ARTICLE XV

CONTROLLER AND ASSISTANT CONTROLLERS

         1. The Controller shall maintain adequate records of all assets,
liabilities and transactions of the corporation and shall make or cause to be
made adequate audits thereof currently and regularly. He shall disburse the
funds of the corporation in payment of the just obligations of the
corporation or, as may be ordered by the Board of Directors, taking proper
vouchers for such disbursements. He shall have such other powers and duties
as may be delegated to him by the Board of Directors or the Chairman of the
Board or the President.

         2. The Assistant Controllers shall, in case of the absence of the
Controller, perform the duties and exercise the powers of the Controller and
shall have such other powers and duties as may be delegated to them by the
Board of Directors or the Chairman of the Board or the President.

                                   ARTICLE XVI

AGENTS AND REPRESENTATIVES

         The Chairman of the Board, the Vice Chairman of the Board, the
President, any Senior Executive Vice President, any Executive Vice President,
any Senior Vice President or any Vice President, together with the Secretary
or any Assistant Secretary, are authorized and


                                       -8-



empowered, in the name of and as the act and deed of the corporation, to name
and appoint general and special agents, representatives and attorneys to
represent the corporation in the United States or in any foreign country, to
prescribe, limit, and define the powers and duties of such agents,
representatives and attorneys, and to grant, substitute, revoke, or cancel,
in whole or in part, any power of attorney or other authority conferred on
any such agent, representative, or attorney. All powers of attorney or other
instruments that may be executed pursuant to this provision shall be signed
by the Chairman of the Board, the Vice Chairman of the Board, the President,
any Senior Executive Vice President, any Executive Vice President, any Senior
Vice President, or any Vice President and by the Secretary, Treasurer or an
Assistant Secretary or Assistant Treasurer, and the seal of the corporation
shall be affixed thereto. No further authorization by the Board of Directors
shall be necessary in connection with the foregoing, it being intended that
this By-Law shall constitute full and complete authority by which the
officers above-mentioned may act for the purposes aforesaid.

                                  ARTICLE XVII

CERTIFICATES OF STOCK

         The certificates of stock of the corporation shall be numbered and
shall be entered in the books of the corporation as they are issued. They shall
exhibit the holder's name and number of shares and shall be signed by the
Chairman of the Board or the Vice Chairman of the Board or the President or a
Vice President and by the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary.

                                  ARTICLE XVIII

CHECKS

         All checks, drafts and other orders for the payment of money and all
promissory notes and other evidences of the corporation shall be signed by
such officer or officers or such other person or persons as may be designated
by the Board of Directors or pursuant to authority granted by it.

                                   ARTICLE XIX

FISCAL YEAR

         The fiscal year shall begin the first day of January in each year.


                                       -9-


                                   ARTICLE XX

NOTICES AND WAIVERS

         1. Whenever by statute or by the Certificate of Incorporation or by
these By-Laws it is provided that notice shall be given to any director or
stockholder, such provision shall not be construed to require personal
notice, but such notice may also be given in writing, by mail, by depositing
the same in the United States mail, postage prepaid, directed to such
stockholder or director at his address as it appears on the records of the
corporation, and such notice shall be deemed to be given at the time when the
same shall be thus deposited. Notice of special meetings of the Board of
Directors may also be given to any director by telephone, telecopier, telex,
telegraph or cable, and in the latter event the notice shall be deemed to be
given at the time such notice, addressed to such director at the address
hereinbefore provided, shall be transmitted or delivered to and accepted by
an authorized telegraph or cable office.

         2. Whenever by statute or by the Certificate of Incorporation or by
these By-Laws a notice is required to be given, a written waiver thereof,
signed by the person entitled to notice whether before or after the time
stated therein, shall be deemed equivalent to notice. Attendance of any
stockholder or director at any meeting shall constitute a waiver of notice of
such meeting by such stockholder or director, as the case may be, except as
otherwise provided by statute.


                                   ARTICLE XXI

ALTERATION OF BY-LAWS

         These By-Laws may be altered, amended or repealed by vote of the
stockholders or at any meeting of the Board of Directors by the vote of a
majority of the directors present or as otherwise provided by statute.


                                  ARTICLE XXII

INDEMNIFICATION OF CORPORATE PERSONNEL

         The corporation shall indemnify any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise as
provided in the Certificate of Incorporation. Expenses incurred by such a
director, officer, employee or agent in defending a civil or criminal action,
suit or proceeding shall be paid by the corporation as provided in the
Certificate of Incorporation. The Corporation shall have power to purchase
and maintain insurance on behalf of any such persons against any liability
asserted against him or her and incurred by him or her in any such capacity,
or arising


                                      -10-


out of his or her status as such, whether or not the corporation would have
the power to indemnify him or her against such liability under the provisions
of the Certificate of Incorporation. The indemnification provisions of this
Article XXII and the Certificate of Incorporation shall not be deemed
exclusive of any other rights to which persons seeking indemnification may be
entitled under any applicable law, by-law, agreement, vote of stockholders or
disinterested directors or otherwise.

         The provisions of this Article XXII and the provisions of the
Certificate of Incorporation shall be deemed to be a contract between the
corporation and each person who serves as a director, officer, employee or
agent of the corporation in any such capacity at any time while this Article
XXII and the Certificate of Incorporation are in effect. No repeal or
modification of the provisions of this Article XXII or the provisions of the
Certificate of Incorporation nor, to the fullest extent permitted by law, any
modification of law shall adversely affect any right or protection of a
director, officer, employee or agent of the corporation existing at the time
of such repeal or modification.


                                      -11-

EX-3.II(D)

                                                                Exhibit 3.ii(d)


                                     BY-LAWS

                                      -of-

                                 GSL CORPORATION

                        (herein called the "Corporation")

                                     -oo0oo-

                                    ARTICLE I

                                  STOCKHOLDERS

         SECTION 1.01. ANNUAL MEETING. The Board of Directors by resolution
shall designate the time, place and date (which shall be, in the case of the
first annual meeting, not more than 13 months after the organization of the
Corporation and, in the case of all other annual meetings, not more than 13
months after the date of the last annual meeting) of the annual meeting of the
stockholders for the election of directors and the transaction of such other
business as may come before it.

         SECTION 1.02. SPECIAL MEETINGS. Special meetings of the stockholders,
for any purpose or purposes, may be called at any time by the Chairman, the
Vice-Chairman, the President, any Vice-President, the Treasurer or the Secretary
or by resolution of the Board of Directors and shall be called by the Secretary
upon receipt by the Secretary of a request to the Corporation in




writing signed by the holders of at least 35% of the Common Stock of the
Corporation then outstanding. Special meetings of stockholders shall be held at
such place, within or without the State of Delaware, as shall be fixed by the
person or persons calling the meeting and stated in the notice or waiver of
notice of the meeting.

         SECTION 1.03. NOTICE OF MEETINGS OF STOCKHOLDERS. Whenever stockholders
are required or permitted to take any action at a meeting, written notice of the
meeting shall be given (unless that notice shall be waived or unless the meeting
is to be dispensed with in accordance with the provisions of the General
Corporation Law of the State of Delaware) which shall state the place, date and
hour of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called. The written notice of any meeting
shall be given, personally or by mail, not less than ten nor more than sixty
days before the date of the meeting to each stockholder entitled to vote at such
meeting. If mailed, such notice is given when deposited in the United States
mail, postage prepaid, directed to the stockholder at his address as it appears
on the records of the Corporation.

         When a meeting is adjourned to another time or place, notice need not
be given of the adjourned meeting if the time and place thereof are announced
at the meeting at which the adjournment is taken. At the adjourned meeting the
Corporation may transact any business which might have been transacted at the


                                     -2-




original meeting. If the adjournment is for more than thirty days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record entitled
to vote at the meeting.

         SECTION 1.04. QUORUM. At all meetings of the stockholders, the holders
of one-third of the stock issued and outstanding and entitled to vote thereat,
present in person or by proxy, shall constitute a quorum for the transaction of
any business.

         When a quorum is once present to organize a meeting, it is not broken
by the subsequent withdrawal of any stockholders.

         The stockholders present may adjourn the meeting despite the absence of
a quorum and at any such adjourned meeting at which the requisite amount of
voting stock shall be represented, the Corporation may transact any business
which might have been transacted at the original meeting had a quorum been there
present.

         SECTION 1.05. METHOD OF VOTING. The vote upon any question before the
meeting need not be by ballot. All elections and all other questions shall be
decided by a plurality of the votes cast, at a meeting at which a quorum is
present, except as expressly provided otherwise by the General Corporation Law
of the State of Delaware or the Certificate of Incorporation.


                                      -3-


         SECTION 1.06. VOTING RIGHTS OF STOCKHOLDERS AND PROXIES. Each
stockholder of record entitled to vote in accordance with the laws of the
State of Delaware, the Certificate of Incorporation or these By-Laws, shall
at every meeting of the stockholders be entitled to one vote in person or by
proxy for each share of stock entitled to vote standing in his name on the
books of the Corporation, but no proxy shall be voted on after three years
from its date, unless the proxy provides for a longer period.

         SECTION 1.07. OWNERSHIP OF ITS OWN STOCK. Shares of its own capital
stock belonging to the Corporation or to another corporation, if a majority
of the shares entitled to vote in the election of directors of such other
corporation is held, directly or indirectly, by the Corporation, shall
neither be entitled to vote nor be counted for quorum purposes. Nothing in
this section shall be construed as limiting the right of any corporation to
vote stock, including but not limited to its own stock, held by it in a
fiduciary capacity.

         SECTION 1.08. VOTING BY FIDUCIARIES AND PLEDGORS. Persons holding
stock in a fiduciary capacity shall be entitled to vote the shares so held.
Persons whose stock is pledged shall be entitled to vote, unless in the
transfer by the pledgor on the books of the Corporation he has expressly
empowered the pledgee to vote thereon, in which case only the pledgee, or his
proxy, may represent such stock and vote thereon.


                                       -4-



         If shares or other securities having voting power stand of record in
the names of two or more persons, whether fiduciaries, members of a
partnership, joint tenants, tenants in common, tenants by the entirety or
otherwise, or if two or more persons have the same fiduciary relationship
respecting the same shares, unless the Secretary of the Corporation is given
written notice to the contrary and is furnished with a copy of the instrument
or order appointing them or creating the relationship wherein it is so
provided, their acts with respect to voting shall have the following effect:

         (1) If only one votes, his act binds all;

         (2) If more than one vote, the act of the majority so voting binds
all;

         (3) If more than one vote, but the vote is evenly split on any
particular matter, each faction may vote the securities in question
proportionally, or any person voting the shares, or a beneficiary, if any,
may apply to the Court of Chancery or such other court as may have
jurisdiction to appoint an additional person to act with the persons so
voting the shares, which shall then be voted as determined by a majority of
such persons and the person appointed by the Court. If the instrument so
filed shows that any such tenancy is held in unequal interests, a majority or
even-split for the purpose of this subsection shall be a majority or
even-split in interest.

         SECTION 1.09. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF
RECORD. In order to determine the stockholders

                                       -5-



(i) entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or (ii) entitled to express consent to corporate action
in writing without a meeting, or (iii) entitled to receive payment of any
dividend or other distribution or allotment of any rights, or (iv) entitled
to exercise any rights in respect of any change, conversion or exchange of
stock, or (v) for the purpose of any other lawful action, the Board of
Directors may fix, in advance, a record date, which shall not be more than
sixty nor less than ten days before the date of such meeting, nor more than
sixty days prior to any other action. If no record date is fixed by the Board
of Directors, the record date shall be determined in accordance with the
provisions of the General Corporation Law of the State of Delaware.

         SECTION 1.10. LIST OF STOCKHOLDERS. The officer who has charge of
the stock ledger of the Corporation shall prepare and make, at least ten days
before every meeting of the stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing
the address of each stockholder and the number of shares registered in the
name of each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting, either at a
place within the city where the meeting is to be held (which place shall be
specified in the notice of the meeting or, if not


                                      -6-


so specified, at the place where said meeting is to be held), and the list
shall be produced and kept at the time and place of the meeting during the
whole time thereof, and may be inspected by any stockholder who may be
present. Upon the willful neglect or refusal of the directors to produce such
a list at any meeting for the election of directors, they shall be ineligible
for election to any office at such meeting.

         SECTION 1.11. STOCKHOLDER'S RIGHT OF INSPECTION. Stockholders of
record, in person or by attorney or other agent, shall have the right, upon
written demand under oath stating the purpose thereof, during the usual hours
for business to inspect for any proper purpose the Corporation's stock
ledger, a list of its stockholders, and its other books and records, and to
make copies or extracts therefrom. A proper purpose shall mean a purpose
reasonably related to such person's interest as a stockholder. In every
instance where an attorney or other agent shall be the person who seeks the
right to inspection, the demand under oath shall be accompanied by a power of
attorney or such other writing which authorizes the attorney or other agent
to so act an behalf of the stockholder. The demand under oath shall be
directed to the Corporation at its registered office in this State or at its
principal place of business.

         The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by
Section 1.10 or the books of the Corporation, or to vote in person or by
proxy at any meeting of the stockholders.


                                      -7-



                                   ARTICLE II

                                    DIRECTORS

         SECTION 2.01. MANAGEMENT OF BUSINESS. The business of the
Corporation shall be managed by its Board of Directors.

         The Board of Directors, in addition to the powers and authority
expressly conferred upon it herein, by statute, by the Certificate of
Incorporation of the Corporation or otherwise, is hereby empowered to
exercise all such powers as may be exercised by the Corporation, except as
expressly provided otherwise by the statutes of the State of Delaware, by the
Certificate of Incorporation of the Corporation or by these By-Laws.

         Without prejudice to the generality of the foregoing, the Board of
Directors, by resolution or resolutions, may create and issue, whether or not
in connection with the issue and sale of any shares of stock or other
securities of the Corporation, rights or options entitling the holders
thereof to purchase from the Corporation any shares of its capital stock of
any class or classes or any other securities of the Corporation, such rights
or options to be evidenced by or in such instrument or instruments as shall
be approved by the Board of Directors. The terms upon which, including the
time or times, which may be limited or unlimited in duration, at or within
which, and the price or prices at which, any such rights or options may be
issued and any such shares or other securities may be purchased from the
Corporation upon the exercise of any such right or option shall be such as
shall be fixed and stated in the


                                      -8-


resolution or resolutions adopted by the Board of Directors providing for the
creation and issue of such rights or options, and, in every case, set forth
or incorporated by reference in the instrument or instruments evidencing such
rights or options. In the absence of actual fraud in the transaction, the
judgment of the directors as to the consideration for the issuance of such
rights or options and the sufficiency thereof shall be conclusive. In case
the shares of stock of the Corporation to be issued upon the exercise of such
rights or options shall be shares having a par value, the price or prices so
to be received therefor shall not be less than the par value thereof. In case
the shares of stock so to be issued shall be shares of stock without par
value, the consideration therefor shall be determined in the manner provided
in Section 153 of the General Corporation Law of the State of Delaware.

         SECTION 2.02. QUALIFICATIONS AND NUMBER OF DIRECTORS. Directors need
not be stockholders. The number of directors which shall constitute the whole
Board shall be three, but this number may be increased and subsequently again
from time to time increased or decreased by an amendment to these By-Laws but
in no case shall the number be less than three or more than seven.

         SECTION 2.03. ELECTION AND TERM. The directors shall be elected at
the annual meeting of the stockholders, and each director shall be elected to
hold office until his successor


                                      -9-



shall be elected and qualified, or until his earlier resignation or removal.

         SECTION 2.04. RESIGNATIONS. Any director of the Corporation may
resign at any time by giving written notice to the Corporation. Such
resignation shall take effect at the time specified therein, if any, or if no
time is specified therein, then upon receipt of such notice by the
Corporation; and, unless otherwise provided therein, the acceptance of such
resignation shall not be necessary to make it effective.

         SECTION 2.05. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Vacancies
and newly created directorships resulting from any increase in the authorized
number of directors may be filled by a majority of the directors then in
office, though less than a quorum, or by a sole remaining director, and the
directors so chosen shall hold office until their successors shall be elected
and qualified, or until their earlier resignation or removal, provided,
however, that the stockholders removing any director may at the same meeting
fill the vacancy caused by such removal, and provided further that if the
directors fail to fill any such vacancy, the stockholders may at any special
meeting called for such purpose, by written consent or otherwise, fill such
vacancy. When one or more directors shall resign from the Board, effective at
a future date, a majority of the directors then in office, including those
who have so resigned, shall have power to fill such vacancy or


                                      -10-



vacancies, the vote thereon to take effect when such resignation or
resignations shall become effective, and each director so chosen shall hold
office as herein provided in the filling of other vacancies.

         SECTION 2.06. QUORUM OF DIRECTORS. At all meetings of the Board of
Directors, two or more directors shall constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors, except as provided in Section 2.05 hereof.

         A majority of the directors present, whether or not a quorum
is present, may adjourn any meeting of the directors to another time and
place. Notice of any adjournment need not be given if such time and place are
announced at the meeting.

         SECTION 2.07. ANNUAL MEETING. The newly elected Board of Directors
shall meet immediately following the adjournment of the annual meeting of
stockholders in each year at the same place, within or without the State of
Delaware, and no notice of such meeting shall be necessary.

         SECTION 2.08. REGULAR MEETINGS. Regular meetings of the Board of
Directors may be held at such time and place, within or without the State of
Delaware, as shall from time to time be fixed by the Board and no notice
thereof shall be necessary.


                                      -11-




         SECTION 2.09. SPECIAL MEETINGS. Special meetings may be called at any
time by the Chairman, or by any two members of the Board of Directors. Special
meetings shall be held at such place, within or without the State of Delaware,
as shall be fixed by the person or persons calling the meeting and stated in the
notice or waiver of notice of the meeting.

         Special meetings of the Board of Directors shall be held upon notice to
the directors or waiver thereof.

         Unless waived, notice of each special meeting of the directors, stating
the time and place of the meeting, shall be given to each director by delivered
letter, by telegram or by personal communication either over the telephone or
otherwise, in each such case not later than the second day prior to the meeting,
or by mailed letter deposited in the United States mail with postage thereon
prepaid not later than the seventh day prior to the meeting. Notices of special
meetings of the Board of Directors and waivers thereof need not state the
purpose or purposes of the meeting.

         SECTION 2.10. ACTION WITHOUT A MEETING. Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if all members of the Board or
committee, as the case may be, consent thereto in a writing or writings and the
writing or writings are filed with the minutes of proceedings of the Board or
committee.

                                      -12-


         SECTION 2.11. COMPENSATION. Directors shall receive such fixed sums and
expenses of attendance for attendance at each meeting of the Board or of any
committee and/or such salary as may be determined from time to time by the Board
of Directors; provided that nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.

         SECTION 2.12. EXECUTIVE COMMITTEE. The Board of Directors may not, by
resolution or otherwise, permit the formation of an Executive Committee.


                                   ARTICLE III

                                    OFFICERS

         SECTION 3.01. NUMBER. The officers of the Corporation shall be chosen
by the Board of Directors. The officers shall be a Chairman, a Vice-Chairman, a
President, a Secretary and a Treasurer, and such number of Vice-Presidents,
Assistant Secretaries and Assistant Treasurers, and such other officers, if any,
as the Board may from time to time determine. The Board may choose such other
agents as it shall deem necessary. Any number of offices may be held by the same
person.

         SECTION 3.02. TERMS OF OFFICE. Each officer shall hold his office until
his successor is chosen and qualified or until his earlier resignation or
removal. Any officer may resign at any time upon written notice to the
Corporation.

                                      -13-



         SECTION 3.03. REMOVAL. Any officer may be removed from office at any
time by the Board of Directors with or without cause.

         SECTION 3.04. AUTHORITY. The Secretary shall record all of the
proceedings of the meetings of the stockholders and directors in a book to be
kept for that purpose, and shall have the authority, perform the duties and
exercise the powers in the management of the Corporation usually incident to the
office held by him, and/or such other authority, duties and powers as may be
assigned to him from time to time by the Board of Directors, the Chairman, the
Vice-Chairman or the President. The other officers, and agents, if any, shall
have the authority, perform the duties and exercise the powers in the management
of the Corporation usually incident to the offices held by them, respectively,
and/or such other authority, duties and powers as may be assigned to them from
time to time by the Board of Directors or (except in the case of the Chairman,
the Vice-Chairman or the President, as appropriate) by the Chairman, the
Vice-Chairman or the President.

         SECTION 3.05. VOTING SECURITIES OWNED BY THE CORPORATION. Powers of
attorney, proxies, waivers of notice of meeting, consents and other instruments
relating to securities owned by the Corporation may be executed in the name of
and on behalf of the Corporation by the Chairman, the Vice-Chairman, the
President or any Vice-President and any such officer may, in the


                                      -14-



name of and on behalf of the Corporation, take all such action as any such
officer may deem advisable to vote in person or by proxy at any meeting of
security holders of any corporation in which the Corporation may own securities
and at any such meeting shall possess and may exercise any and all rights and
powers incident to the ownership of such securities and which, as the owner
thereof, the Corporation might have exercised and possessed if present. The
Board of Directors may, by resolution, from time to time confer like powers upon
any other person or persons.

                                   ARTICLE IV

                                  CAPITAL STOCK

         SECTION 4.01. STOCK CERTIFICATES. Every holder of stock in the
Corporation shall be entitled to have a certificate signed by, or in the name of
the Corporation by, the Chairman or Vice-Chairman of the Board of Directors, or
the President or a Vice-President, and by the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary, of the Corporation,
certifying the number of shares owned by him in the Corporation. Where such
certificate is signed (1) by a transfer agent other than the Corporation or its
employee, or (2) by a registrar other than the Corporation or its employee, the
signatures of the officers of the Corporation may be facsimiles. In case any
officer who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the

                                      -15-


Corporation with the same effect as if he were such officer at the date of
issue.

         SECTION 4.02. TRANSFERS. Stock of the Corporation shall be transferable
in the manner prescribed by the laws of the State of Delaware.

         SECTION 4.03. REGISTERED HOLDERS. Prior to due presentment for
registration of transfer of any security of the Corporation in registered form,
the Corporation shall treat the registered owner as the person exclusively
entitled to vote, to receive notifications and to otherwise exercise all the
rights and powers of an owner, and shall not be bound to recognize any equitable
or other claim to, or interest in, any security, whether or not the Corporation
shall have notice thereof, except as otherwise provided by the laws of the State
of Delaware.

         SECTION 4.04. NEW CERTIFICATES. The Corporation shall issue a new
certificate of stock in the place of any certificate theretofore issued by it,
alleged to have been lost, stolen or destroyed, if the owner: (1) so requests
before the Corporation has notice that the shares of stock represented by that
certificate have been acquired by a bona fide purchaser; (2) files with the
Corporation a bond sufficient (in the judgment of the directors) or with respect
to institutional investors an agreement, to indemnify the Corporation against
any claim that may be made against it on account of the alleged loss or theft of
that certificate or the issuance of a new certificate; and


                                      -16-


(3) satisfies any other requirements imposed by the directors that are
reasonable under the circumstances. A new certificate may be issued without
requiring any bond when, in the judgment of the directors, it is proper so to
do.

                                    ARTICLE V

                                 INDEMNIFICATION

         SECTION 5.01. The Corporation shall indemnify its officers, directors,
employees and agents to the fullest extent permitted by the General Corporation
Law of Delaware and Article SIXTH of the Certificate of Incorporation of the
Corporation.

                                   ARTICLE VI

                                  MISCELLANEOUS

         Section 6.01. OFFICES. The registered office of the Corporation in the
State of Delaware shall be at Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801. The Corporation may also have offices at other
places within and/or without the State of Delaware.

         SECTION 6.02. SEAL. The corporate seal shall have inscribed thereon the
name of the Corporation, the year of its incorporation and the words "Corporate
Seal Delaware."

         SECTION 6.03. CHECKS. All checks or demands for money shall be signed
by such person or persons as the Board of Directors may from time to time
determine.


                                      -17-


         SECTION 6.04. FISCAL YEAR. The fiscal year shall begin the first day
after the last Saturday in March and shall end on the last Saturday in March.

         SECTION 6.05. WAIVERS OF NOTICE; DISPENSING WITH NOTICE. Whenever any
notice whatever is required to be given under the provisions of the General
Corporation Law of the State of Delaware, of the Certificate of Incorporation of
the Corporation, or of these By-Laws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
stockholders need be specified in any written waiver of notice.

         Attendance of a person at a meeting of stockholders shall constitute a
waiver of notice of such meeting, except when the stockholder attends a meeting
for the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.

         Whenever any notice whatever is required to be given under the
provisions of the General Corporation Law of the State of Delaware, of the
Certificate of Incorporation of the Corporation, or of these By-Laws, to any
person with whom communication is made unlawful by any law of the United States
of America, or by any rule, regulation, proclamation or executive order issued
under any such law, then the giving of such notice


                                      -18-


to such person shall not be required and there shall be no duty to apply to any
governmental authority or agency for a license or permit to give such notice to
such person; and any action or meeting which shall be taken or held without
notice to any such person or without giving or without applying for a license or
permit to give any such notice to any such person with whom communication is
made unlawful as aforesaid, shall have the same force and effect as if such
notice had been given as provided under the provisions of the General
Corporation Law of the State of Delaware, or under the provisions of the
Certificate of Incorporation of the Corporation or of these By-Laws. In the
event that the action taken by the Corporation is such as to require the filing
of a certificate under any of the other sections of this title, the certificate
shall state, if such is the fact and if notice is required, that notice was
given to all persons entitled to receive notice except such persons with whom
communication is unlawful.

         SECTION 6.06. LOANS TO AND GUARANTEES OF OBLIGATIONS OF EMPLOYEES AND
OFFICERS. The corporation may lend money to or guaranty any obligation of, or
otherwise assist any officer or other employee of the Corporation or of a
subsidiary, including any officer or employee who is a director of the
Corporation or a subsidiary, whenever, in the judgment of the Board of
Directors, such loan, guaranty or assistance may reasonably be expected to
benefit the Corporation. The loan, guaranty or other assistance may be with or
without interest, and may be unsecured, or secured


                                      -19-


in such manner as the Board of Directors shall approve, including, without
limitation, a pledge of shares of stock of the Corporation. Nothing in this
Section contained shall be deemed to deny, limit or restrict the powers of
guaranty or warranty of the Corporation at common law or under any other
statute.

         SECTION 6.07. AMENDMENT OF BY-LAWS. These By-Laws may be altered,
amended or repealed at any meeting of the Board of Directors.

         SECTION 6.08. SECTION HEADINGS AND STATUTORY REFERENCES. The
headings of the Articles and Sections of these By-Laws, and the references in
brackets to relevant sections of the General Corporation Law of the State of
Delaware, have been inserted for convenience of reference only and shall not
be deemed to be a part of these By-Laws.

                                       -20-



                       GSL CORPORATION BOARD OF DIRECTORS

Richard J. Donahue
Peter Behrens
Robert F. Clark



                            GSL CORPORATION OFFICERS

Richard J. Donahue
   Chairman

Robert F. Clark
   President

Kenneth L. Warnick
   Vice President, Secretary
   and Treasurer

Max J. Reynolds
   Vice President and
   Assistant Treasurer

EX-3.II(E)

                                                              Exhibit 3.ii(e)

                                     BYLAWS

                                       of

                       HARRIS CHEMICAL NORTH AMERICA INC.

                        (herein called the "Corporation")

                                      oo0oo

                                    ARTICLE I

                                  STOCKHOLDERS

         SECTION 1.01 ANNUAL MEETING. The Board of Directors by resolution
shall designate the time, place and date (which shall be, in the case of the
first annual meeting, not more than 13 months after the organization of the
Corporation and, in the case of all other annual meetings, not more than 13
months after the date of the last annual meeting) of the annual meeting of
the stockholders for the election of directors and the transaction of such
other business as may come before it.

         SECTION 1.02. SPECIAL MEETINGS. Special meetings of the
stockholders, for any purpose or purposes, may be called at any time by the
Chairman, the Vice-Chairman, the President, any Vice-President, the Treasurer
or the Secretary or by resolution of the Board of Directors. Special meetings
of stockholders shall be held at such place, within or without the State of
Delaware, as shall be fixed by the person or persons calling the meeting and
stated in the notice or waiver of notice of the meeting.

         SECTION 1.03. NOTICE OF MEETINGS OF STOCKHOLDERS. Whenever
stockholders are required or permitted to take any action at a meeting,
written notice of the meeting shall be given (unless that notice shall be
waived or unless the meeting is to be dispensed with in accordance with the
provisions of the General Corporation Law of the State of Delaware



                                       2


and Article SIXTH of the Certificate of Incorporation of the Corporation)
which shall state the place, date and hour of the meeting and, in the case of
a special meeting, the purpose or purposes for which the meeting is called.
The written notice of any meeting shall be given, personally or by mail, not
less than ten nor more than sixty days before the date of the meeting to each
stockholder entitled to vote at such meeting. If mailed, such notice is given
when deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the Corporation.

         When a meeting is adjourned to another time or place, notice need
not be given of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken. At the adjourned
meeting the Corporation may transact any business which might have been
transacted at the original meeting. If the adjournment is for more than
thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

         SECTION 1.04. QUORUM. At all meetings of the stockholders, the
holders of one-third of the stock issued and outstanding and entitled to vote
thereat, present in person or by proxy, shall constitute a quorum for the
transaction of any business.

         When a quorum is once present to organize a meeting, it is not
broken by the subsequent withdrawal of any stockholders.

         The stockholders present may adjourn the meeting despite the absence
of a quorum and at any such adjourned meeting at which the requisite amount
of voting stock shall be represented, the Corporation may transact any
business which might have been transacted at the original meeting had a
quorum been there present.

         SECTION 1.05 METHOD OF VOTING. The vote upon any question before the
meeting



                                      3


need not be by ballot. All elections and all other questions shall be decided by
a plurality of the votes cast, at a meeting at which a quorum is present, except
as expressly provided otherwise by the General Corporation Law of the State of
Delaware or the Certificate of Incorporation.

         SECTION 1.06. VOTING RIGHTS OF STOCKHOLDERS AND PROXIES. Each
stockholder of record entitled to vote in accordance with the laws of the State
of Delaware, the Certificate of Incorporation or these By-Laws, shall at every
meeting of the stockholders be entitled to one vote in person or by proxy for
each share of stock entitled to vote standing in his name on the books of the
Corporation, but no proxy shall be voted on after three years from its date,
unless the proxy provides for a longer period.

         SECTION 1.07. OWNERSHIP OF ITS OWN STOCK. Shares of its own capital
stock belonging to the Corporation or to another corporation, if a majority of
the shares entitled to vote in the election of directors of such other
corporation is held, directly or indirectly, by the Corporation, shall neither
be entitled to vote nor be counted for quorum purposes. Nothing in this section
shall be construed as limiting the right of any corporation to vote stock,
including but not limited to its own stock, held by it in a fiduciary capacity.

         SECTION 1.08. VOTING BY FIDUCIARIES AND PLEDGORS. Persons holding stock
in a fiduciary capacity shall be entitled to vote the shares so held. Persons
whose stock is pledged shall be entitled to vote, unless in the transfer by the
pledgor on the books of the Corporation he has expressly empowered the pledgee
to vote thereon, in which case only the pledgee, or his proxy, may represent
such stock and vote thereon.

         If shares or other securities having voting power stand of record in
the names of two or more persons, whether fiduciaries, members of a partnership,
joint tenants, tenants in common, tenants by the entirety or otherwise, or if
two or more persons have the same




                                       4


fiduciary relationship respecting the same shares, unless the Secretary of the
Corporation is given written notice to the contrary and is furnished with a copy
of the instrument or order appointing them or creating the relationship wherein
it is so provided, their acts with respect to voting shall have the following
effect:

         (1) If only one votes, his act binds all;

         (2) If more than one vote, the act of the majority so voting binds all;

         (3) If more than one vote, but the vote is evenly split on any
particular matter, each faction may vote the securities in question
proportionally, or any person voting the shares, or a beneficiary, if any, may
apply to the Court of Chancery or such other court as may have jurisdiction to
appoint an additional person to act with the persons so voting the shares, which
shall then be voted as determined by a majority of such persons and the person
appointed by the Court. If the instrument so filed shows that any such tenancy
is held in unequal interests, a majority or even-split for the purpose of this
subsection shall be a majority or even-split in interest.

         SECTION 1.09. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD.
In order to determine the stockholders (i) entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or (ii) entitled to
express consent to corporate action in writing without a meeting, or (iii)
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or (iv) entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or (v) for the purpose of any other lawful
action, the Board of Directors may fix, in advance, a record date, which shall
not be more than sixty nor less than ten days before the date of such meeting,
nor more than sixty days prior to any other action. If no record date is fixed
by the Board of Directors, the record date shall be determined in accordance
with the provisions of the General Corporation Law of the State of Delaware.




                                       5


         SECTION 1.10.  LIST OF STOCKHOLDERS.  The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least ten days before
every meeting of the stockholders, a complete list of the stockholders entitled
to vote at the meeting, arranged in alphabetical order, and showing the address
of each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten days prior to the meeting, either at a place within the city
where the meeting is to be held (which place shall be specified in the notice of
the meeting or, if not so specified, at the place where said meeting is to be
held), and the list shall be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who may be present. Upon the willful neglect or refusal of the directors to
produce such a list at any meeting for the election of directors, they shall be
ineligible for election to any office at such meeting.

         SECTION 1.11.  STOCKHOLDER'S RIGHT OF INSPECTION.  Stockholders of
record, in person or by attorney or other agent, shall have the right, upon
written demand under oath stating the purpose thereof, during the usual hours
for business to inspect for any proper purpose the Corporation's stock ledger, a
list of its stockholders, and its other books and records, and to make copies or
extracts therefrom. A proper purpose shall mean a purpose reasonably related to
such person's interest as a stockholder. In every instance where an attorney or
other agent shall be the person who seeks the right to inspection, the demand
under oath shall be accompanied by a power of attorney or such other writing
which authorizes the attorney or other agent to so act on behalf of the
stockholder. The demand under oath shall be directed to the Corporation at its
registered office in this State or at its principal place of business.

         The stock ledger shall be the only evidence as to who are the
stockholders entitled




                                       6


to examine the stock ledger, the list required by Section 1.10 or the books
of the Corporation, or to vote in person or by proxy at any meeting of the
stockholders.

                                   ARTICLE II

                                    DIRECTORS

         SECTION 2.01.  MANAGEMENT OF BUSINESS.  The business of the Corporation
shall be managed by its Board of Directors.

         The Board of Directors, in addition to the powers and authority
expressly conferred upon it herein, by statute, by the Certificate of
Incorporation of the Corporation or otherwise, is hereby empowered to exercise
all such powers as may be exercised by the Corporation, except as expressly
provided otherwise by the statutes of the State of Delaware, by the Certificate
of Incorporation of the Corporation or by these By-Laws.

         Without prejudice to the generality of the foregoing, the Board of
Directors, by resolution or resolutions, may create and issue, whether or not in
connection with the issue and sale of any shares of stock or other securities of
the Corporation, rights or options entitling the holders thereof to purchase
from the Corporation any shares of its capital stock of any class or classes or
any other securities of the Corporation, such rights or options to be evidenced
by or in such instrument or instruments as shall be approved by the Board of
Directors. The terms upon which, including the time or times, which may be
limited or unlimited in duration, at or within which, and the price or prices at
which, any such rights or options may be issued and any such shares or other
securities may be purchased from the Corporation upon the exercise of any such
right or option shall be such as shall be fixed and stated in the resolution or
resolutions adopted by the Board of Directors providing for the creation and
issue of such rights or options, and, in every case, set forth or incorporated
by reference in the instrument or instruments evidencing such



                                       7


rights or options. In the absence of actual fraud in the transaction, the
judgment of the directors as to the consideration for the issuance of such
rights or options and the sufficiency thereof shall be conclusive. In case the
shares of stock of the Corporation to be issued upon the exercise of such rights
or options shall be shares having a par value, the price or prices so to be
received therefor shall not be less than the par value thereof. In case the
shares of stock so to be issued shall be shares of stock without par value, the
consideration therefor shall be determined in the manner provided in Section 153
of the General Corporation Law of the State of Delaware.

         SECTION 2.02.  QUALIFICATIONS AND NUMBER OF DIRECTORS.  Directors need
not be stockholders. The number of directors which shall constitute the whole
Board shall be not less than three nor more than fifteen, the precise number to
be fixed by resolution of the Board of Directors from time to time.

         SECTION 2.03.  ELECTION AND TERM.  The directors shall be elected at
the annual meeting of the stockholders, and each director shall be elected to
hold office until his successor shall be elected and qualified, or until his
earlier resignation or removal.

         SECTION 2.04.  RESIGNATIONS.  Any director of the Corporation may
resign at any time by giving written notice to the Corporation. Such resignation
shall take effect at the time specified therein, if any, or if no time is
specified therein, then upon receipt of such notice by the Corporation; and,
unless otherwise provided therein, the acceptance of such resignation shall not
be necessary to make it effective.

         SECTION 2.05.  VACANCIES AND NEWLY CREATED DIRECTORSHIPS.  Vacancies
and newly created directorships resulting from any increase in the authorized
number of directors may be filled by a majority of the directors then in office,
though less than a quorum, or by a




                                       8


sole remaining director, and the directors so chosen shall hold office until
their successors shall be elected and qualified, or until their earlier
resignation or removal. When one or more directors shall resign from the Board,
effective at a future date, a majority of the directors then in office,
including those who have so resigned, shall have power to fill such vacancy or
vacancies, the vote thereon to take effect when such resignation or resignations
shall become effective, and each director so chosen shall hold office as herein
provided in the filling of other vacancies.

         SECTION 2.06.  QUORUM OF DIRECTORS.  At all meetings of the Board of
Directors, one-third of the entire Board shall constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors, except as provided in Section 2.05 hereof.

         A majority of the directors present, whether or not a quorum is
present, may adjourn any meeting of the directors to another time and place.
Notice of any adjournment need not be given if such time and place are announced
at the meeting.

         SECTION 2.07.  ANNUAL MEETING.  The newly elected Board of Directors
shall meet immediately following the adjournment of the annual meeting of
stockholders in each year at the same place, within or without the State of
Delaware, and no notice of such meeting shall be necessary.

         SECTION 2.08.  REGULAR MEETINGS.  Regular meetings of the Board of
Directors may be held at such time and place, within or without the State of
Delaware, as shall from time to time be fixed by the Board and no notice thereof
shall be necessary.

         SECTION 2.09.  SPECIAL MEETINGS.  Special meetings may be called at any
time by the Chairman or by any two members of the Board of Directors. Special
meetings shall be



                                      9

held at such place, within or without the State of Delaware, as shall be
fixed by the person or persons calling the meeting and stated in the notice
or waiver of notice of the meeting. Special meetings of the Board of
Directors shall be held upon notice to the directors or waiver thereof.

         Unless waived, notice of each special meeting of the directors,
stating the time and place of the meeting, shall be given to each director by
delivered letter, by telegram or by personal communication either over the
telephone or otherwise, in each such case not later than the second day prior
to the meeting, or by mailed letter deposited in the United States mail with
postage thereon prepaid not later than the seventh day prior to the meeting.
Notices of special meetings of the Board of Directors and waivers thereof
need not state the purpose or purposes of the meeting.

         SECTION 2.10. ACTION WITHOUT A MEETING. Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if all members of the Board
or committee, as the case may be, consent thereto in a writing or writings
and the writing or writings are filed with the minutes of proceedings of the
Board or committee.

         SECTION 2.11. COMPENSATION. Directors shall receive such fixed sums
and expenses of attendance for attendance at each meeting of the Board or of
any committee and/or such salary as may be determined from time to time by
the Board of Directors; provided that nothing herein contained shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.

         SECTION 2.12. EXECUTIVE COMMITTEE. The Board of Directors may not,
by resolution or otherwise, permit the formation of an Executive Committee.


                                      10

                                  ARTICLE III

                                    OFFICERS



         SECTION 3.01. NUMBER. The officers of the Corporation shall be
chosen by the Board of Directors. The officers shall be a Chairman, a
Vice-Chairman, a President, a Secretary and a Treasurer, and such number of
Vice-Presidents, Assistant Secretaries and Assistant Treasurers, and such
other officers, if any, as the Board may from time to time determine. The
Board may choose such other agents as it shall deem necessary. Any number of
offices may be held by the same person.

         SECTION 3.02. TERMS OF OFFICE. Each officer shall hold his office
until his successor is chosen and qualified or until his earlier resignation
or removal. Any officer may resign at any time upon written notice to the
Corporation.

         SECTION 3.03. REMOVAL. Any officer may be removed from office at any
time by the Board of Directors with or without cause.

         SECTION 3.04. AUTHORITY. The Secretary shall record all of the
proceedings of the meetings of the stockholders and directors in a book to be
kept for that purpose, and shall have the authority, perform the duties and
exercise the powers in the management of the Corporation usually incident to
the office held by him, and/or such other authority, duties and powers as may
be assigned to him from time to time by the Board of Directors, the Chairman,
the Vice-Chairman or the President. The other officers, and agents, if any,
shall have the authority, perform the duties and exercise the powers in the
management of the Corporation usually incident to the offices held by them,
respectively, and/or such other


                                      11

authority, duties and powers as may be assigned to them from time to time by
the Board of Directors or (except in the case of the Chairman, the
Vice-Chairman or the President, as appropriate) by the Chairman, the
Vice-Chairman or the President.

         SECTION 3.05. VOTING SECURITIES OWNED BY THE CORPORATION. Powers of
attorney, proxies, waivers of notice of meeting, consents and other
instruments relating to securities owned by the Corporation may be executed
in the name of and on behalf of the Corporation by the Chairman, the
Vice-Chairman, the President or any Vice-President and any such officer may,
in the name of and on behalf of the Corporation, take all such action as any
such officer may deem advisable to vote in person or by proxy at any meeting
of security holders of any corporation in which the Corporation may own
securities and at any such meeting shall possess and may exercise any and all
rights and powers incident to the ownership of such securities and which, as
the owner thereof, the Corporation might have exercised and possessed if
present. The Board of Directors may, by resolution, from time to time confer
like powers upon any other person or persons.


                                   ARTICLE IV

                                  CAPITAL STOCK

         SECTION 4.01. STOCK-CERTIFICATES. Every holder of stock in the
Corporation shall be entitled to have a certificate signed by, or in the name
of the Corporation by, the Chairman or Vice-Chairman of the Board of
Directors, or the President or a Vice-President, and by the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary, of the
Corporation, certifying the number of shares owned by him in the Corporation,
Where such certificate is signed (1) by a transfer agent other than the
Corporation or its employee, or (2) by a registrar other than the Corporation
or its employee, the signatures of the officers of the Corporation may be
facsimiles. In case any officer who has signed or whose


                                      12

facsimile signature has been placed upon a certificate shall have ceased to
be such officer before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer at the date of
issue.

         SECTION 4.02. TRANSFERS. Stock of the Corporation shall be
transferable in the manner prescribed by the laws of the State of Delaware.

         SECTION 4.03. REGISTERED HOLDERS. Prior to due presentment for
registration of transfer of any security of the Corporation in registered
form, the Corporation shall treat the registered owner as the person
exclusively entitled to vote, to receive notifications and to otherwise
exercise all the rights and powers of an owner, and shall not be bound to
recognize any equitable or other claim to, or interest in, any security,
whether or not the Corporation shall have notice thereof, except as otherwise
provided by the laws of the State of Delaware.

         SECTION 4.04. NEW CERTIFICATES. The Corporation shall issue a new
certificate of stock in the place of any certificate theretofore issued by
it, alleged to have been lost, stolen or destroyed, if the owner: (1) so
requests before the Corporation has notice that the shares of stock
represented by that certificate have been acquired by a bona fide purchaser;
(2) files with the Corporation a bond sufficient (in the judgment of the
directors) to indemnify the Corporation against any claim that may be made
against it on account of the alleged loss or theft of that certificate or the
issuance of a new certificate; and (3) satisfies any other requirements
imposed by the directors that are reasonable under the circumstances. A new
certificate may be issued without requiring any bond when, in the judgment of
the directors, it is proper so to do.


                                      13

                                    ARTICLE V

                                INDEMNIFICATION

         SECTION 5.01. The Corporation shall indemnify its officers,
directors, employees and agents to the fullest extent permitted by the
General Corporation Law of Delaware and Article SEVENTH of the Certificate of
Incorporation of the Corporation.


                                   ARTICLE VI

                                 MISCELLANEOUS

         SECTION 6.01. OFFICES. The registered office of the Corporation in
the State of Delaware shall be at Corporation Trust Center, 1209 Orange
Street, Wilmington, Delaware 19801. The Corporation may also have offices at
other places within and/or without the State of Delaware.

         SECTION 6.02. SEAL. The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its incorporation and the words
"Corporate Seal Delaware."

         SECTION 6.03. CHECKS. All checks or demands for money shall be
signed by such person or persons as the Board of Directors may from time to
time determine.

         SECTION 6.04. FISCAL YEAR. The fiscal year shall begin the first day
after the last Saturday in March and shall end on the last Saturday in March.

         SECTION 6.05. WAIVERS OF NOTICE: DISPENSING WITH NOTICE. Whenever
any notice whatever is required to be given under the provisions of the
General Corporation Law of


                                      14

the State of Delaware, of the Certificate of Incorporation of the
Corporation, or of these By-Laws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
stockholders need be specified in any written waiver of notice.

         Attendance of a person at a meeting of stockholders shall constitute
a waiver of notice of such meeting, except when the stockholder attends a
meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not
lawfully called or convened.

         Whenever any notice whatever is required to be given under the
provisions of the General Corporation Law of the State of Delaware, of the
Certificate of Incorporation of the Corporation, or of these By-Laws, to any
person with whom communication is made unlawful by any law of the United
States of America, or by any rule, regulation, proclamation or executive
order issued under any such law, then the giving of such notice to such
person shall not be required and there shall be no duty to apply to any
governmental authority or agency for a license or permit to give such notice
to such person; and any action or meeting which shall be taken or held
without notice to any such person or without giving or without applying for a
license or permit to give any such notice to any such person with whom
communication is made unlawful as aforesaid, shall have the same force and
effect as if such notice had been given as provided under the provisions of
the General Corporation Law of the State of Delaware, or under the provisions
of the Certificate of Incorporation of the Corporation or of these By-Laws.
In the event that the action taken by the Corporation is such as to require
the filing of a certificate under any of the other sections of this title,
the certificate shall state, if such is the fact and if notice is required,
that notice was given to all persons entitled to receive notice except such
persons with whom communication is unlawful.


                                      15

         SECTION 6.06. LOANS TO AND GUARANTEES OF OBLIGATIONS OF EMPLOYEES
AND OFFICERS. The Corporation may lend money to or guaranty any obligation
of, or otherwise assist any officer or other employee of the Corporation or
of a subsidiary, including any officer or employee who is a director of the
Corporation or a subsidiary, whenever, in the judgment of the Board of
Directors, such loan, guaranty or assistance may reasonably be expected to
benefit the Corporation. The loan, guaranty or other assistance may be with
or without interest, and may be unsecured, or secured in such manner as the
Board of Directors shall approve, including, without limitation, a pledge of
shares of stock of the Corporation. Nothing in this Section contained shall
be deemed to deny, limit or restrict the powers of guaranty or warranty of
the Corporation at common law or under any other statute.

         SECTION 6.07. AMENDMENT OF BY-LAWS. These By-Laws may be altered,
amended or repealed at any meeting of the Board of Directors.

         SECTION 6.08. SECTION HEADINGS AND STATUTORY REFERENCES. The
headings of the Articles and Sections of these By-Laws, have been inserted
for convenience of reference only and shall not be deemed to be a part of
these By-Laws.

EX-3.II(F)

                                                                Exhibit 3.ii(f)

                             IMC KALIUM CANADA LTD.

                                     BY-LAW

                       A by-law respecting the granting of
                     patronage dividends to customers of the
                                   Corporation

         BE IT ENACTED as a by-law of the Corporation as follows:

         1.       The Corporation does hereby hold out to its customers who are
                  members of the Corporation the prospect that amounts may be
                  credited to them computed at a rate, to be determined by the
                  board of directors of the Corporation at their sole discretion
                  from time to time, which rate may be nil, in relation to the
                  quantity, quality or value of the goods or products acquired,
                  marketed, handled, dealt in or sold, or services rendered by
                  the Corporation from, on behalf of or to the customer, with
                  appropriate differences in the rate for different classes,
                  grades or quantities.

         2.       As used herein, the term "customer" and "member" mean
                  "customer" and "member", respectively, as defined in section
                  135 of the INCOME TAX ACT (Canada), as amended.

ENACTED by the Board the 26th day of June, 2000.



/s/ John U. Huber              /s/ Rose Marie Williams
- ------------------------       ------------------------------
John U. Huber, President       Rose Marie Williams, Secretary

CONFIRMED by the shareholders in accordance with the BUSINESS CORPORATIONS ACT
the 26th day of June, 2000.

                                               /s/ Rose Marie Williams
                                               -----------------------------
                                               Rose Marie Williams, Secretary





                                   SCHEDULE A

                             IMC KALIUM CANADA LTD.

                                     BY-LAW

                       A By-law respecting the granting of
                     patronage dividends to customers of the
                                   Corporation

         BE IT ENACTED as a by-law of the Corporation as follows:

         1.       The Corporation does hereby hold out to its customers who are
                  members of the Corporation the prospect that amounts may be
                  credited to them computed at a rate, to be determined by the
                  board of directors of the Corporation at their sole discretion
                  from time to time, which rate may be nil, in relation to the
                  quantity, quality or value of the goods or products acquired,
                  marketed, handled, dealt in or sold, or services rendered by
                  the Corporation from, on behalf of or to the customer, with
                  appropriate differences in the rate for different classes,
                  grades or quantities.

         2.       As used herein, the term "customer" and "member" mean
                  "customer" and "member", respectively, as defined in section
                  135 of the INCOME TAX ACT (Canada), as amended.



                                  BY LAW NO.1

A by-law relating generally to the conduct of the affairs of S & P CANADA II,
INC.

         BE IT ENACTED as a by-law of the Corporation as follows:


                                INTERPRETATION

         1.01 DEFINITIONS. - In the by-laws of the Corporation, unless the
context otherwise requires:

         "Act" means the Canada Business Corporations Act, and any statute that
         may be substituted therefore, as from time to time amended;

         "appoint" includes "elect" and vice versa;

         "articles" means the articles attached to the certificate of
         Incorporation of the Corporation as from time to time amended or
         restated;

         "board" means the board of directors of the Corporation;

         "by-laws" means this by-law and all other by-laws of the Corporation
         from time to time in force and effect;

         "cheque" includes a draft;

         "Corporation" means the corporation incorporated by the said
         certificate under the Act and named S & P CANADA II, INC.

         "meeting of shareholders" includes an annual meeting of shareholders
         and a special meeting of shareholders; "special meeting of
         shareholders" includes a meeting of any class or classes of
         shareholders and a special meeting of all shareholders entitled to
         vote at an annual meeting of shareholders;




                                                                              2.

         "non-business day" means Saturday, Sunday and any other day that is a
         holiday as defined in the Interpretation Act (Canada) as from time to
         time amended;

         "recorded address" means in the case of a shareholder his address as
         recorded in the securities register; and in the case of joint
         shareholders the address appearing in the securities register in
         respect of such joint holding or the first address so appearing if
         there are more than one; and in the case of a director, officer,
         auditor or member of a committee of the board, his latest address as
         recorded in the records of the Corporation;

         "resident Canadian" means an individual who is

         (a)      A Canadian citizen ordinarily resident in Canada;

         (b)      A Canadian citizen not ordinarily resident in Canada who is a
                  member of a prescribed class of persons, or

         (c)      A permanent resident within the meaning of the Immigration
                  Act, 1976 and ordinarily resident in Canada except a permanent
                  resident who has been ordinarily resident in Canada for more
                  than one year after the time at which he first became eligible
                  to apply for Canadian citizenship;

         "signing officer" means, in relation to any instrument, any person
         authorized to sign the same on behalf of the Corporation by or pursuant
         to section 2.04; and

         "unanimous shareholder agreement" means a written agreement among all
         the shareholders of the Corporation or among all




                                                                              3.

         such shareholders and a person who is not a shareholder or a written
         declaration of the beneficial owner of all of the issued shares of the
         Corporation, that restricts in whole or in part the powers of the
         directors to manage the business and affairs of the Corporation, as
         from time to time amended;

         Save as aforesaid, words and expressions defined in the Act have the
         same meanings when used herein. Words importing the singular number
         include the plural and vice versa; words importing gender include the
         masculine, feminine and neuter genders; and words importing a person
         include an individual, partnership, association, body corporate,
         trustee, executor, administrator, and legal representative.

                           BUSINESS OF THE CORPORATION

     2.01 REGISTERED OFFICE. - The registered office of the Corporation shall be
at the place within Canada from time to time specified in the articles and at
such location therein as the board may from time to time determine.

     2.02 CORPORATE SEAL. - Until changed by the board, the corporate seal of
the Corporation shall be in the form impressed hereon.

     2.03 FINANCIAL YEAR. - Until changed by the board, the financial year of
the Corporation shall end on the last day of July in each year.





                                                                              4.

     2.04 EXECUTION OF INSTRUMENTS. - Deeds, transfers, assignments, contracts,
obligations, certificates and other instruments may be signed on behalf of the
Corporation by the sole director or by any two persons, one of whom holds the
office of chairman of the board, managing director, president, vice-president or
director and the other of whom holds one of the said offices or the office of
secretary, treasurer, assistant secretary or assistant treasurer or any other
office created by by-law or by the board. In addition, the board or the said two
persons may from time to time direct the manner in which and the person or
persons by whom any particular instrument or class of instruments may or shall
be signed. Any signing officer may affix the corporate seal to any instrument
requiring the same.

     2.05 BANKING ARRANGEMENTS. - The banking business of the Corporation
including, without limitation, the borrowing of money and the giving of security
therefor, shall be transacted with such banks, trust companies or other bodies
corporate or organizations as may from time to time be designated by or under
the authority of the board. Such banking business or any part thereof shall be
transacted under such agreements, instructions and delegations of powers as the
board may from time to time prescribe.

     2.06 VOTING RIGHTS IN OTHER BODIES CORPORATE. - The signing officers of the
Corporation may execute and deliver proxies and arrange for the issuance of
voting certificates or other evidence of the right to exercise the voting rights
attaching to any securities held by the Corporation. Such instruments shall be
in favour of such persons as may be determined by the officers executing or
arranging for





                                                                              5.

the same. In addition, the board may from time to time direct the manner in
which and the persons by whom any particular voting rights or class of voting
rights may or shall be exercised.

     2.07 DIVISIONS. - The board may cause the business and operations of the
Corporation or any part thereof to be divided into one or more divisions upon
such basis, including without limitation, types of business or operations,
geographical territories, product lines or goods or services as the board may
consider appropriate in each case. From time to time the board or, if authorized
by the board the chief executive officer may authorize, upon such basis as may
be considered appropriate in each case:

         (a)      SUBDIVISION AND CONSOLIDATION. - The further division of the
                  business and operations of any such division into sub-units
                  and the consolidation of the business and operations of any
                  such division and sub-units;

         (b)      NAME. - The designation of any such division or sub-unit by,
                  and the carrying on of the business and operations of any such
                  division or sub-unit under, a name other than the name of the
                  Corporation; provided that the Corporation shall set out its
                  name in legible characters in all contracts, invoices,
                  negotiable instruments and orders for goods or services issued
                  or made by or on behalf of the Corporation;

         (c)      OFFICERS. - The appointment of officers for any such division
                  or sub-unit, the determination of their powers and


                                                                            6.

                  duties, and the removal of any such officer so appointed
                  without prejudice to such officer's rights under any
                  employment contract or in law, provided that any such officers
                  shall not, as such, be officers of the Corporation.

                            BORROWING AND SECURITIES

     3.01 BORROWING POWER. - Without limiting the borrowing powers of the
Corporation as set forth in the Act, but subject to the articles and any
unanimous shareholder agreement, the board may from time to time on behalf of
the Corporation, without authorization of the shareholders:

         (a)      borrow money upon the credit of the Corporation;

         (b)      issue, reissue, sell or pledge bonds, debentures, notes or
                  other evidences of indebtedness or guarantee of the
                  Corporation, whether secured or unsecured;

         (c)      to the extent permitted by the Act, give a guarantee on behalf
                  of the Corporation to secure performance of any present or
                  future indebtedness, liability or obligation of any person;
                  and

         (d)      mortgage, hypothecate, pledge or otherwise create a security
                  interest in all or any currently owned or subsequently
                  acquired real or personal, movable or immovable, property of
                  the Corporation including book debts, rights, powers,
                  franchises and undertakings, to secure any such bonds,
                  debentures, notes or other evidences of indebtedness or
                  guarantee or any other present or future indebtedness,


                                                                            7.
                  liability or obligation of the Corporation.

Nothing in this section limits or restricts the borrowing of money by the
Corporation on bills of exchange or promissory notes made, drawn, accepted or
endorsed by or on behalf of the Corporation.

     3.02 DELEGATION. - The board may from time to time delegate to a committee
of the board, a director or an officer of the Corporation or any other person as
may be designated by the board all or any of the powers conferred on the board
by section 3.01 or by the Act to such extent and in such manner as the board may
determine at the time of such delegation.

                                    DIRECTORS

     4.01 NUMBER OF DIRECTORS. - Until changed in accordance with the Act, the
board shall consist of not fewer than the minimum number and not more than the
maximum number of directors provided in the articles.

     4.02 QUALIFICATION. - No person shall be qualified for election as a
director if he is less than 18 years of age; if he is of unsound mind and has
been so found by a court in Canada or elsewhere; if he is not an individual; or
if he has the status of a bankrupt. A director need not be a shareholder. A
majority of the directors shall be resident Canadians.

     4.03 ELECTION AND TERM. - The election of directors shall take place at
each annual meeting of shareholders and all the directors then in office shall
retire but, if qualified, shall be


                                                                           8.

eligible for re-election. The number of directors to be elected at any such
meeting shall be the number of directors then in office unless the directors or
the shareholders otherwise determine. Where the shareholders adopt an amendment
to the articles to increase the number or minimum number of directors, the
shareholders may, at the meeting at which they adopt the amendment, elect the
additional number of directors authorized by the amendment. The election shall
be by resolution. If an election of directors is not held at the proper time,
the incumbent directors shall continue in office until their successors are
elected.

     4.04 REMOVAL OF DIRECTORS. - Subject to the Act, the shareholders may by
resolution passed at a meeting specially called for such purpose remove any
director from office and the vacancy created by such removal may be filled at
the same meeting, failing which it may be filled by the board.

     4.05 VACATION OF OFFICE. - A director ceases to hold office when he dies;
he is removed from office by the shareholders; he ceases to be qualified for
election as a director; or his written resignation is sent or delivered to the
Corporation, or, if a time is specified in such resignation, at the time so
specified, whichever is later.

     4.06 VACANCIES. - Subject to the Act, a quorum of the board may fill a
vacancy in the board, except a vacancy resulting from an increase in the number
or minimum number of directors or from a failure of the shareholders to elect
the number or minimum number of directors.


                                                                          9.

     4.07 ACTION BY THE BOARD. - Subject to any unanimous shareholder
agreement, the board shall manage the business and affairs of the Corporation.
The powers of the board may be exercised at a meeting (subject to sections 4.08
and 4.09) at which a quorum is present or by resolution in writing signed by all
the directors entitled to vote on that resolution at a meeting of the board.
Where there is a vacancy in the board, the remaining directors may exercise all
the powers of the board so long as a quorum remains in office. Where the
Corporation has only one director, that director may constitute a meeting.

     4.08 CANADIAN MAJORITY AT MEETINGS. - The board shall not transact business
at a meeting, other than filling a vacancy in the board, unless a majority of
the directors present are resident Canadians, except where

         (a)      a resident Canadian director who is unable to be present
                  approves in writing or by telephone or other communications
                  facilities the business transacted at the meeting; and

         (b)      a majority of resident Canadians would have been present had
                  that director been present at the meeting.

     4.09 MEETING BY TELEPHONE. - If all the directors of the Corporation
consent, a director may participate in a meeting of the board or of a committee
of the board by means of such telephone or other communications facilities as
permit all persons participating in the meeting to hear each other, and a
director participating in such a meeting by such means is deemed to be present
at the meeting. Any such



                                                                             10.

consent shall be effective whether given before or after the meeting to which it
relates and may be given with respect to all meetings of the board and of
committees of the board.

     4.10 PLACE OF MEETINGS. - Meetings of the board may be held at any place in
or outside Canada.

     4.11 CALLING OF MEETINGS. - Meetings of the board shall be held from time
to time at such time and at such place as the board, the chairman of the board,
the managing director, the president or any two directors may determine.

     4.12 NOTICE OF MEETING. - Notice of the time and place of each meeting of
the board shall be given in the manner provided in Section Eleven to each
director not less than 48 hours before the time when the meeting is to be held.
A notice of a meeting of directors need not specify the purpose of or the
business to be transacted at the meeting except where the Act requires such
purpose or business to be specified, including, if required by the Act, any
proposal to:

     (a) submit to the shareholders any question or matter requiring approval of
         the shareholders;

     (b) fill a vacancy among the directors or in the office of auditor;

     (c) issue securities;

     (d) declare dividends;

     (e) purchase, redeem or otherwise acquire shares issued by the Corporation;

     (f) pay a commission for the sale of shares;

     (g) approve a management proxy circular;



                                                                             11.

     (h) approve a take-over bid circular or directors' circular;

     (i) approve any annual financial statements; or

     (j) adopt, amend or repeal by-laws.

         4.13 FIRST MEETING OF NEW BOARD. - Provided a quorum of directors is
present, each newly elected board may without notice hold its first meeting
immediately following the meeting of shareholders at which such board is
elected.

         4.14 ADJOURNED MEETING. - Notice of an adjourned meeting of the
board is not required if the time and place of the adjourned meeting is
announced at the original meeting.

         4.15 REGULAR MEETINGS. - The board may appoint a day or days in any
month or months for regular meetings of the board at a place and hour to be
named. A copy of any resolution of the board fixing the place and time of
such regular meetings shall be sent to each director forthwith after being
passed, but no other notice shall be required for any such regular meeting
except where the Act requires the purpose thereof or the business to be
transacted thereat to be specified.

         4.16 CHAIRMAN. - The Chairman of any meeting of the board shall be
the first mentioned of such of the following officers as have been appointed
and who is a director and is present at the meeting: chairman of the board,
managing director or president. If no such officer is present, the directors
present shall choose one of their number to be chairman.

         4.17 QUORUM. - Subject to section 4.07 and 4.08, the quorum for the
transaction of business at any meeting of the board shall consist



                                                                             12.

of 2 directors or such greater number of directors as the board may from time to
time determine.

         4.18 VOTES TO GOVERN. - At all meetings of the board every question
shall be decided by a majority of the votes cast on the question. In case of
an equality of votes the chairman of the meeting shall be entitled to a
second or casting vote.

         4.19 CONFLICT OF INTEREST. - A director or officer who is a party
to, or who is a director or officer of or has a material interest in any
person who is a party to, a material contract or proposed material contract
with the Corporation shall disclose the nature and extent of his interest at
the time and in the manner provided by the Act. Any such contract or proposed
contract shall be referred to the board or shareholders for approval even if
such contract is one that in the ordinary course of the Corporation's
business would not require approval by the board or shareholders. Such a
director shall not vote on any resolution to approve the same except as
provided by the Act.

         4.20 REMUNERATION AND EXPENSES. - Subject to any unanimous
shareholder agreement, the directors shall be paid such remuneration for
their services as the board may from time to time determine. The directors
shall also be entitled to be reimbursed for traveling and other expenses
properly incurred by them in attending meetings of the board or any committee
thereof. Nothing herein contained shall preclude any director from serving
the Corporation in any other capacity and receiving remuneration therefor.



                                                                             13.

                                   COMMITTEES

         5.01 COMMITTEES OF THE BOARD. - The board may appoint one or more
committees of the board, however designated, and delegate to any such committee
any of the powers of the board except those which pertain to items which, under
the Act, a committee of the board has no authority to exercise. A majority of
the members of any such committee shall be resident Canadians.

         5.02 TRANSACTION OF BUSINESS. - Subject to the provision provisions of
section 4.09, the powers of a committee of the board may be exercised by a
meeting at which a quorum is present or by resolution in writing signed by all
members of such committee who would have been entitled to vote on that
resolution at a meeting of the committee. Meetings of such committee may be held
at any place in or outside Canada.

         5.03 ADVISORY BODIES. - The board may from time to time appoint such
advisory bodies as it may deem advisable.

         5.04 PROCEDURE. - Unless otherwise determined by the board, each
committee and advisory body shall have power to fix its quorum at not less
than a majority of its members, to elect its chairman and to regulate its
procedure.

                                    OFFICERS

         6.01 APPOINTMENT. - Subject to any unanimous shareholder agreement,
the board may from time to time appoint a president, one or more
vice-presidents (to which title may be added words indicating seniority or
function), one or more secretaries, a treasurer and such other officers as
the board may determine, including one or more



                                                                           14.

assistants to any of the officers so appointed. The board may specify the duties
of and, in accordance with this by-law and subject to the Act, delegate to such
officers powers to manage the business and affairs of the Corporation. Subject
to sections 6.02 and 6.03, an officer may but need not be a director and one
person may hold more than one office.

     6.02 CHAIRMAN OF THE BOARD. - The board may from time to time also
appoint a chairman of the board who shall be a director. if appointed, the
board may assign to him any of the powers and duties that are by any
provisions of this by-law assigned to the managing director or to the
president; and he shall have such other powers and duties as the board may
specify.

     6.03 MANAGING DIRECTOR. - The board may from time to time also appoint a
managing director who shall be a resident Canadian and a director. If appointed,
he shall be the chief executive officer and, subject to the authority of the
board, shall have general supervision of the business and affairs of the
Corporation; and he shall have such other powers and duties as the board may
specify. During the absence or disability of the president, or if no president
has been appointed, the managing director shall also have the powers and duties
of that office.

     6.04 PRESIDENT. - The president shall be the chief operating officer and,
subject to the authority of the board, shall have general supervision of the
business of the Corporation; and shall have such other powers and duties as the
board may specify. During the absence or disability of the managing director, or
if no managing director has been appointed, the president shall also have the
powers



                                                                           15.

and duties of that office.

     6.05 VICE-PRESIDENT. - A vice-president shall have such powers and duties
as the board or the chief executive officer may specify.

     6.06 SECRETARY. - A Secretary shall have such powers and duties as the
board may specify, including without limitation the following:

     The secretary shall attend and be the secretary of all meetings of the
board, shareholders and committees of the board and shall enter or cause to be
entered in records kept for that purpose minutes of all proceedings thereat; he
shall give or cause to be given, as and when instructed, all notices to
shareholders, directors, officers, auditors and members of committees of the
board; he shall be the custodian of the stamp or mechanical device generally
used for affixing the corporate seal of the Corporation and of all books,
papers, records, documents and instruments belonging to the Corporation, except
when some other officer or agent has been appointed for that purpose.

     6.07 TREASURER. - The treasurer shall keep proper accounting records in
compliance with the Act and shall be responsible for the deposit of money, the
safekeeping of securities and the disbursement of the funds of the Corporation;
he shall render to the board whenever required an account of all his
transactions as treasurer and of the financial position of the Corporation; and
he shall have such other powers and duties as the board or the chief executive
officer may specify.

     6.08 POWERS AND DUTIES OF OTHER OFFICERS. - The powers and duties of all
other officers shall be such as the terms of their



                                                                           16.

engagement call for or as the board or the chief executive officer may
specify. Any of the powers and duties of an officer to whom an assistant has
been appointed may be exercised and performed by such assistant, unless the
board or the chief executive officer otherwise directs.

     6.09 VARIATION OF POWERS AND DUTIES. - The board may from time to time and
subject to the provisions of the Act, vary, add to or limit the powers and
duties of any officer.

     6.10 TERM OF OFFICE. - The board, in its discretion, may remove any officer
of the corporation, without prejudice to such officer's rights under any
employment contract or in law. Otherwise each officer appointed by the board
shall hold office until his successor is appointed, or until his earlier
resignation.

     6.11 CONFLICT OF INTEREST. - An officer shall disclose his interest in any
material contract or proposed material contract with the Corporation in
accordance with Section 4.19.

     6.12 AGENTS AND ATTORNEYS. - The Corporation, by or under the authority of
the board, shall have power from time to time to appoint agents or attorneys for
the Corporation in or outside Canada with such powers (including the power to
sub-delegate) of management, administration or otherwise as may be thought fit.

                  PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

     7.01 LIMITATION OF LIABILITY. - Every director and officer of the
Corporation in exercising his powers and discharging his



                                                                           17.

duties shall act honestly and in good faith with a view to the best
interests of the Corporation and exercise the care, diligence and skill that a
reasonably prudent person would exercise in comparable circumstances. Subject to
the foregoing, no director or officers shall be liable for the acts, receipts,
neglects or defaults of any other director, officer of employee, or for joining
in any receipt or other act for conformity, or for any loss, damage or expense
happening to the Corporation through the insufficiency or deficiency of title to
any property acquired for or on behalf of the Corporation, or for the
insufficiency or deficiency of any security in or upon which any of the moneys
of the Corporation shall be invested, or for any loss or damage arising from the
bankruptcy, insolvency or tortious acts of any person with whom any of the
moneys, securities or effects of the Corporation shall be deposited, or for any
loss occasioned by any error of judgment or oversight on his part, or for any
other loss, damage or misfortune which shall happen in the execution of the
duties of his office or in relation thereto; provided that nothing herein shall
relieve any director or officer from the duty to act in accordance with the Act
and the regulations thereunder or from liability for any breach thereof.

     7.02 INDEMNITY. - Subject to the Act, the Corporation shall indemnify a
director or officer, a former director or officer, or a person who acts or acted
at the Corporation's request as a director or officer of a body corporate of
which the Corporation is or was a shareholder or creditor, and his heirs and
legal representatives, against all costs, charges and expenses, including an
amount paid to settle an action or satisfy a judgment, reasonably incurred by
him in



                                                                            18.

respect of any civil, criminal or administrative action or proceeding to which
he is made a party by reason of being or having been a director or officer of
the Corporation or such body corporate, if

         (a)      he acted honestly and in good faith with a view to the best
                  interests of the Corporation; and

         (b)      in the case of criminal or administrative action or proceeding
                  that is enforced by a monetary penalty, he had reasonable
                  grounds for believing that his conduct was lawful.

     The Corporation shall also indemnify such person in such other
circumstances as the Act permits or requires. Nothing in this by-law shall limit
the right of any person entitled to indemnify to claim indemnity apart from the
provisions of this by-law.

     7.03 INSURANCE. - Subject to the Act, the Corporation may purchase and
maintain insurance for the benefit of any person referred to in section 7.02
against any liability incurred by him in his capacity as a director or officer
of the Corporation or of another body corporate where he acts or acted in that
capacity at the Corporation's request.

                                     SHARES

     8.01 ALLOTMENT OF SHARES. - Subject to of the Act, the articles and any
unanimous shareholder agreement, the board may from time to time allot or grant
options to purchase the whole or any part of the authorized and unissued shares
of the Corporation at such times



                                                                            19.

and to such persons and for such consideration as the board shall determine,
provided that no share shall be issued until it is fully paid as approved by the
Act.

     8.02 COMMISSIONS. - The board may from time to time authorize the
Corporation to pay a reasonable commission to any person in consideration of his
purchasing or agreeing to purchase shares of the Corporation, whether from the
Corporation or from any other person, or procuring or agreeing to procure
purchasers for any such shares.

     8.03 REGISTRATION OF TRANSFER. - Subject to the Act, no transfer of a share
shall be registered in a securities register except upon presentation of the
certificate representing such share with an endorsement which complies with the
Act made thereon or delivered therewith duly executed by an appropriate person
as provided by the Act, together with such reasonable assurance that the
endorsement is genuine and effective e as the board may from time to time
prescribe, upon payment of all applicable taxes and any reasonable fees
prescribed by the board upon compliance with such restrictions on transfer as
are authorized by the articles and upon satisfaction of any lien referred to in
section 8.10.

     8.04 TRANSFER AGENTS AND REGISTRARS. - The board may from time to time
appoint one or more agents to maintain, in respect of each class of shares of
the Corporation issued by it, a central securities register and one or more
branch securities registers. Such a person may be designated as transfer agent
or registrar according to his functions and one person may be designated both
registrar and transfer agent. The board may at any time terminate such
appointment.



                                                                          20.

     8.05 NON-RECOGNITION OF TRUSTS. - Subject to the Act, the Corporation may
treat the registered holder of any share as the person exclusively entitled to
vote, to receive notices, to receive any dividend or other payments in respect
of the share, and otherwise to exercise all the rights and powers of an owner of
the share.

     8.06 SHARE CERTIFICATES. - Every holder of one or more shares of the
Corporation shall be entitled, at his option, to a share certificate, or to a
non-transferable written certificate of acknowledgement of his right to obtain a
share certificate, stating the number and class or series of shares held by him
as shown on the securities register. Such certificates shall be in such form as
the board may from time to time approve. Any such certificate shall be signed in
accordance with section 2.04 and need not be under the corporate seal; provided
that unless the board otherwise determines, certificates in respect of which a
transfer agent and/or registrar has been appointed shall not be valid unless
countersigned by or on behalf of such transfer agent and/or registrar. The
signature of one of the signing officers or, in the case of a certificate which
is not valid unless countersigned by or on behalf of a transfer agent and/or
registrar, and in the case of certificate which does not require a manual
signature under the Act, the signatures of both signing officers, may be printed
or mechanically reproduced in facsimile thereon. Every such facsimile signature
shall for all purposes be deemed to be the signature of the officer whose
signature it reproduces and shall be binding upon the Corporation. A certificate
executed as aforesaid shall be valid notwithstanding that one or both of the



                                                                          21.

officers whose facsimile signature appears thereon no longer holds office at the
date of issue of the certificate.

     8.07 REPLACEMENT OF SHARE CERTIFICATES. - The board or any officer or agent
designated by the board may in its or his discretion direct the issue of a new
share or other such certificate in lieu of and upon cancellation of a
certificate that has been mutilated or in substitution for a certificate claimed
to have been lost, destroyed or wrongfully taken on payment of such reasonable
fee and on such terms as to indemnity, reimbursement of expenses and evidence of
loss and of title as the board may from time to time prescribe, whether
generally or in any particular case.

     8.08 JOINT HOLDERS. - If two or more persons are registered as joint
holders of any share, the Corporation shall not be bound to issue more than one
certificate in respect thereof, and delivery of such certificate to one of such
persons shall be sufficient delivery to all of them. Any one of such persons may
give effectual receipts for the certificate issued in respect thereof or for any
dividend, bonus, return of capital or other money payable or warrant issuable in
respect of such share.

     8.09 DECEASED SHAREHOLDERS. - In the event of the death of a holder, or of
one of the joint holders, of any share, the Corporation shall not be required to
make any entry in the securities register in respect thereof or to make any
dividend or other payments in respect thereof except upon production of all such
documents as may be required by law and upon compliance with the reasonable
requirements of the Corporation and its transfer agents.


                                                                   22.

     8.10 LIEN FOR INDEBTEDNESS. - If the articles provide that the Corporation
shall have a lien on shares registered in the name of a shareholder indebted to
the Corporation, such lien may be enforced, subject to the articles and to any
unanimous shareholder agreement, by the sale of the shares thereby affected or
by any other action, suit, remedy or proceeding authorized or permitted by law
or by equity and, pending such enforcement, the Corporation may refuse to
register a transfer of the whole or any part of such shares.

                              DIVIDENDS AND RIGHTS

     9.01 DIVIDENDS. - Subject to the Act, the Board may from time to time
declare dividends payable to the shareholders according to their respective
rights and interest in the Corporation. Dividends may be paid in money or
property or by issuing fully paid shares of the Corporation.

     9.02 DIVIDEND CHEQUES. - A dividend payable in money shall be paid by
cheque to the order of each registered holder of shares of the class or series
in respect of which it has been declared and mailed by prepaid ordinary mail to
such registered holder at his recorded address, unless such holder otherwise
directs. In the case of joint holders the cheque shall, unless such joint
holders otherwise direct, be made payable to the order of all of such joint
holders and mailed to them at their recorded address. The mailing of such cheque
as aforesaid, unless the same is not paid on due presentation, shall satisfy and
discharge the liability for the dividend to the extent of the sum represented
thereby plus the amount of any tax which the



                                                                         23.
Corporation is required to and does withhold.

     9.03 NON-RECEIPT OF CHEQUES. - In the event of non-receipt of any dividend
cheque by the person to whom it is sent as aforesaid, the Corporation shall
issue to such person a replacement cheque for a like amount on such terms as to
indemnity, reimbursement of expenses and evidence of non-receipt and of title as
the board may from time to time prescribe, whether generally or in any
particular case.

     9.04 RECORD DATE FOR DIVIDENDS AND RIGHTS. - The board may fix in advance a
date, preceding by not more than 50 days the date for the payment of any
dividend or the date for the issue of any warrant or other evidence of the right
to subscribe for securities of the Corporation, as a record date for the
determination of the persons entitled to receive payment of such dividend or to
exercise the right to subscribe for such securities, and notice of any such
record date shall be given not less than 7 days before such record date in the
manner provided by the Act. If no record date is so fixed, the record date for
the determination of the persons entitled to receive payment of any dividend or
to exercise the right to subscribe for securities of the Corporation shall be at
the close of business on the day on which the resolution relating to such
dividend or right to subscribe is passed by the board.

     9.05 UNCLAIMED DIVIDENDS. - Any dividend unclaimed after a period of 6
years from the date on which the same has been declared to be payable shall be
forfeited and shall revert to the Corporation.



                                                                         24.
                            MEETINGS OF SHAREHOLDERS

     10.01 ANNUAL MEETINGS. - The annual meeting of shareholders shall be held
at such time in each year and, subject to section 10.03, at such place as the
board, the chairman of the board, the managing director or the president may
from time to time determine, for the purpose of considering the financial
statements and reports required by the Act to be placed before the annual
meeting, electing directors, appointing an auditor and for the transaction of
such other business as may properly be brought before the meeting.

     10.02 SPECIAL MEETINGS. - The board, the chairman of the board, the
managing director or the president shall have power to call a special meeting of
shareholders at any time.

     10.03 PLACE OF MEETINGS. - Meetings of shareholders shall be held at the
registered office of the Corporation or elsewhere in the municipality in which
the registered office is situate or, if the board shall so determine, at some
other place in Canada or, if all the shareholders entitled to vote at the
meeting so agree, at some place outside Canada.

     10.04 NOTICE OF MEETINGS. - Notice of the time and place of each meeting of
shareholders shall be given in the manner provided in Section Eleven not less
than 21 nor more than 50 days before the date of the meeting to each director,
to the auditor, and to each shareholder who at the close of business on the
record date for notice is entered in the securities register as the holder of
one or more shares carrying the right to vote at the meeting. Notice of a
meeting



                                                                         25.
of shareholders called for any purpose other than consideration of the
financial statements and auditor's report, election of directors and
reappointment of the incumbent auditor shall state the nature of such business
in sufficient detail to permit the shareholder to form a reasoned judgment
thereon and shall state the text of any special resolution to be submitted to
the meeting.

     10.05 LIST OF SHAREHOLDERS ENTITLED TO NOTICE. - For every meeting of
shareholders, the Corporation shall prepare a list of shareholders entitled to
receive notice of the meeting, arranged in alphabetical order and showing the
number of shares held by each shareholder entitled to vote at the meeting. If a
record date for the meeting is fixed pursuant to section 10.06, the shareholders
listed shall be those registered at the close of business on such record date.
If no record date is fixed, the shareholders listed shall be those registered at
the close of business on the day immediately preceding the day on which notice
of the meeting is given or, where no such notice is given, on the day on which
the meeting is held. The list shall be available for examination by any
shareholder during usual business hours at the registered office of the
Corporation or at the place where the central securities register is maintained
and at the meeting for which the list was prepared. Where a separate list of
shareholders has not been prepared, the names of persons appearing in the
securities register at the requisite time as the holder of one or more shares
carrying the right to vote at such meeting shall be deemed to be a list of
shareholders.

     10.06 RECORD DATE FOR NOTICE. - The board may fix in



                                                                         26.

advance a date, preceding the date of any meeting of shareholders by not
more than 50 days and not less than 21 days, as a record date for the
determination of the shareholders entitled to notice of the meeting, and notice
of any such record date shall be given not less than 7 days before such record
date, by newspaper advertisement in the manner provided in the Act. If no record
date is so fixed, the record date for the determination of the shareholders
entitled to receive notice of the meeting shall be at the close of business on
the day immediately preceding the day on which the notice is given or, if no
notice is given, the day on which the meeting is held.

     10.07 MEETINGS WITHOUT NOTICE. - A meeting of shareholders may be held
without notice at any time and place permitted by the Act (a) if all the
shareholders entitled to vote thereat are present in person or duly represented
or if those not present or represented waive notice of or otherwise consent to
such meeting being held, and (b) if the auditors and the directors are present
or waive notice of or otherwise consent to such meeting being held; so long as
such shareholders, auditors or directors present are not attending for the
express purpose of objecting to the transaction of any business on the grounds
that the meeting is not lawfully called. At such a meeting any business may be
transacted which the Corporation at a meeting of shareholders may transact. If
the meeting is held at a place outside Canada, shareholders not present or duly
represented, but who have waived notice of or otherwise consented to such
meeting, shall also be deemed to have consented to the meeting being held at
such place.

     10.08 CHAIRMAN, SECRETARY AND SCRUTINEERS. - The chairman



                                                                         27.

of any meeting of shareholders shall be the first mentioned of such of the
following officers as have been appointed and who is present at the meeting:
managing director, president, chairman of the board or a vice-president who is a
shareholder. If no such officer is present within 15 minutes from the time fixed
for holding the meeting, the persons present and entitled to vote shall choose
one of their number to be chairman. If the secretary of the Corporation is
absent, the chairman shall appoint some person, who need not be a shareholder,
to act as secretary of the meeting. If desired, one or more scrutinizers, who
need not be shareholders, may be appointed by a resolution or by the chairman
with the consent of the meeting.

     10.09 PERSONS ENTITLED TO BE PRESENT. - The only persons entitled to be
present at a meeting of shareholders shall be those entitled to vote thereat,
the directors and auditor of the Corporation and others who, although not
entitled to vote, are entitled or required under any provision of the Act or the
articles or by-laws to be present at the meeting. Any other person may be
admitted only on the invitation of the chairman of the meeting or with the
consent of the meeting.

     10.10 QUORUM. - Subject to the Act, a quorum for the transaction of
business at any meeting of shareholders shall be two persons present in person,
each being a shareholder entitled to vote thereat or duly appointed proxyholder
or representative for a shareholder so entitled. If a quorum is present at the
opening of any meeting of shareholders, the shareholders present or represented
may



                                                                         28.

proceed with the business of the meeting notwithstanding that a quorum is
not present throughout the meeting. If a quorum is not present at the opening of
any meeting of shareholders, the shareholders present or represented may adjourn
the meeting to a fixed time and place but may not trasact any other business.

     10.11 RIGHT TO VOTE. - Every person named in the list referred to in
section 10.05 shall be entitled to vote the shares shown thereon opposite his
name at the meeting to which such list relates, except to the extent that (a)
where the Corporation has fixed a record date in respect of such meeting, such
person has transferred any of his shares after such record date, or where the
Corporation has not fixed a record date in respect of such meeting, such person
has transferred any of his shares after the date on which such list is prepared,
and (b) the transferee, having produced properly endorsed certificates
evidencing such shares or having otherwise established that he owns such shares,
has demanded not later than 10 days before the meeting that his name be included
in such list. In any such excepted case the transferee shall be entitled to vote
the transferred shares at such meeting.

     10.12 PROXYHOLDERS AND REPRESENTATIVES. - Every shareholder entitled to
vote at a meeting of shareholders may appoint a proxyholder, or one or more
alternate proxyholders, to attend and act as his representative at the meeting
in the manner and to the extent authorized and with the authority conferred by
the proxy. A proxy shall be in writing executed by the shareholder or his
attorney and shall conform with the requirements of the Act.



                                                                         29.

     Alternatively, every such shareholder which is a body corporate or
association may authorize by resolution of its directors or governing body an
individual to represent it at a meeting of shareholders and such individual may
exercise on the shareholder's behalf all the powers it could exercise if it were
an individual shareholder. The authority of such an individual shall be
established by depositing with the Corporation a certified copy of such
resolution, or in such other manner as may be satisfactory to the secretary of
the Corporation or the chairman of the meeting. Any such proxyholder or
representative need not be a shareholder.

     10.13 TIME FOR DEPOSIT OF PROXIES. - The board may specify in a notice
calling a meeting of shareholders a time, preceding the time of such meeting by
not more than 48 hours exclusive of non-business days, before which time proxies
to be used at such meeting must be deposited. A proxy shall be acted upon only
if, prior to the time so specified, it shall have been deposited with the
Corporation or an agent thereof specified in such notice or if, no such time
having been specified in such notice, it has been received by the secretary of
the Corporation or by the chairman of the meeting or any adjournment thereof
prior to the time of voting.

     10.14 JOINT SHAREHOLDERS. - If two or more persons hold shares jointly, any
one of them present in person or duly represented at a meeting of shareholders
may, in the absence of the other or others, vote the shares; but if two or more
of those persons are present in person or represented and vote, they shall vote
as one the shares jointly held by them.



                                                                         30.

     10.15 VOTES TO GOVERN. - At any meeting of shareholders every question
shall, unless otherwise required by the articles or by-laws or by law, be
determined by a majority of the votes cast on the question. In case of an
equality of votes either upon a show of hands or upon a poll, the chairman of
the meeting shall be entitled to a second or casting vote.

     10.16 SHOW OF HANDS. - Subject to the Act, any question at a meeting of
shareholders shall be decided by a show of hands, unless a ballot thereon is
required or demanded as hereinafter provided, upon a show of hands every person
who is present and entitled to vote shall have one vote. Whenever a vote by show
of hands shall have been taken upon a question, unless a ballot thereon is so
required or demanded, a declaration by the chairman of the meeting that the vote
upon the question has been carried or carried by a particular majority or not
carried and an entry to that effect in the minutes of the meeting shall be prima
facie evidence of the fact without proof of the number or proportion of the
votes recorded in favour of or against any resolution or other proceeding in
respect of the said question, and the result of the vote so taken shall be the
decision of the shareholders upon the said question.

     10.17 BALLOTS. - On any question proposed for consideration at a meeting of
shareholders, and whether or not a show of hands has been taken thereon, the
chairman may require a ballot or any person who is present and entitled to vote
on such question at the meeting may demand a ballot. A ballot so required or
demanded shall be taken in such manner as the chairman shall direct. A
requirement or



                                                                         31.

demand for a ballot may be withdrawn at any time prior to the taking of the
ballot. If a ballot is taken each person present shall be entitled, in respect
of the shares which he is entitled to vote at the meeting upon the question, to
that number of votes provided by the Act or the articles, and the result of the
ballot so taken shall be the decision of the shareholders upon the said
question.

     10.18 ADJOURNMENT. - The chairman at a meeting of shareholders may, with
the consent of the meeting and subject to such conditions as the meeting may
decide, adjourn the meeting from time to time and from place to place. If a
meeting of shareholders is adjourned for less than 30 days, it shall not be
necessary to give notice of the adjourned meeting, other than by announcement at
the earliest meeting that is adjourned. Subject to the Act, if a meeting of
shareholders is adjourned by one or more adjournments for an aggregate of 30
days or more, notice of the adjourned meeting shall be given as for an original
meeting.

     10.19 RESOLUTION IN WRITING. - A resolution in writing signed by all the
shareholders entitled to vote on that resolution at a meeting of shareholders is
as valid as if it had been passed at a meeting of the shareholders unless a
written statement with respect to the subject matter of the resolution is
submitted by a director or the auditor in accordance with the Act.

     10.20 ONLY ONE SHAREHOLDER. - Where the Corporation has only one
shareholder or only one holder of any class or series of shares, the
shareholder present in person or duly represented constitutes a meeting.



                                                                         32.
                                    NOTICES

     11.01 METHOD OF GIVING NOTICES. - Any notice (which term includes any
communication or document) to be given (which term includes sent, delivered or
served) pursuant to the Act, the regulations thereunder, the articles, the
by-laws or otherwise to a shareholder, director, officer, auditor or member of a
committee of the board shall be sufficiently given if delivered personally to
the person to whom it is to be given or if delivered to his recorded address or
if mailed to him at his recorded address by prepaid ordinary or air mail or if
sent to him at his recorded address by any means of prepaid transmitted or
recorded communication. A notice so delivered shall be deemed to have been given
when it is delivered personally or to the recorded address as aforsaid; a notice
so mailed shall be deemed to have been given when deposited in a post office or
public letter box and a notice so sent by any means of transmitted or recorded
communication shall be deemed to have been given when dispatched or delivered to
the appropriate communication company or agency or its representative for
dispatch. The secretary may change or cause to be changed the recorded address
of any shareholder, director, officer auditor or member of a committee of the
board in accordance with any information believed by him to be reliable.

     11.02 NOTICE TO JOINT SHAREHOLDERS. -If two or more persons are registered
as joint holders of any share, any notice may be addressed to all of such
jointholders but notice addressed to one of such persons shall be sufficient
notice to all of them.




                                                                         33.

     11.03 COMPUTATION OF TIME. - In computing the date when notice must be
given under any provision requiring a specified number of days' notice of any
meeting or other event, the date of giving notice shall be excluded and the date
of the meeting or other event shall be included.

     11.04 UNDELIVERED NOTICES. - If any notice given to a shareholder pursuant
to section 11.01 is returned on three consecutive occasions because he cannot be
found, the Corporation shall not be required to give any further notices to such
shareholder until he informs the Corporation in writing of his new address.

     11.05 OMISSIONS AND ERRORS. - The accidental omission to give any notice to
any shareholder, director, officer, auditor or member of a committee of the
board or the non-receipt of any notice by any such person or any error in any
notice not affecting the substance thereof shall not invalidate any action taken
at any meeting held pursuant to such notice or otherwise founded thereon.

     11.06 PERSONS ENTITLED BY DEATH OR OPERATION OF LAW. - Every person who, by
operation of law, transfer, death of a shareholder or any other means
whatsoever, shall become entitled to any share, shall be bound by every notice
in respect of such share which shall have been duly given to the shareholder
from whom he derives his title to such share prior to his name and address being
entered on the securities register (whether such notice was given before or
after the happening of the event upon which he became so entitled) and prior to
his furnishing to the Corporation the proof of authority or evidence of his
entitlement prescribed by the Act.




                                                                         34.

     11.07 WAIVER OF NOTICE. - Any shareholder, proxyholder, other person
entitled to attend a meeting of shareholders, director, officer, auditor or
member of a committee of the board may at any time waive any notice, or waive or
abridge the time for any notice, required to be given to him under the act, the
regulations thereunder, the articles, the by-laws or otherwise and such waiver
or abridgment, whether given before or after the meeting or other event of which
notice is required to be given, shall cure any default in the giving or in the
time of such notice, as the case may be. Any such waiver or abridgement shall be
in writing except a waiver of notice of a meeting of shareholders or of the
board or a committee of the board which may be given in any manner.

                                 EFFECTIVE DATE

     12.01 EFFECTIVE DATE. - This by-law shall come into force when made by the
board in accordance with the Act.

     12.02 REPEAL. - All previous general by-laws of the Corporation, are
repealed as of the coming into force of this by-law. Such repeal shall not
affect the previous operation of any by-law so repealed or affect the validity
of any act done or right, privilege, obligation or liability acquired or
incurred under, or the validity of any contract or agreement made pursuant to,
or the validity of any articles (as defined in the Act) or predecessor charter
documents of the Corporation obtained pursuant to, any such by-law prior to its
repeal. All Officers and persons acting under any by-law so repealed




                                                                         35.

shall continue to act as if appointed under the provisions of this by-law
and all resolutions of the shareholders or the board or a committee of the board
with continuing effect passed under any repealed by-law shall continue good and
valid except to the extent inconsistent with this by-law and until amended or
repealed.

     PASSED as of the 22nd day of October, 1987.


 /s/ [ILLEGIBLE]                           /s/ J. E. Harris
- ---------------------------       c/s     -------------------------------
     President                            Secretary




     BE IT RESOLVED THAT

     By-Law No. 1, being a by-law relating generally to the transaction of the
business and affairs of the Corporation be and the same is hereby passed as a
by-law of the Corporation and the President and the Secretary be and they are
hereby authorized to sign the by-law and apply the corporate seal thereto.

     The foregoing resolution and By-law No. 1 are hereby consented to by the
signature of the sole director of the Corporation pursuant to the Canada
Business Corporations Act this 22nd day of October, 1987.

                                              /s/ J. E. Harris
                                              -----------------
                                                  J. E. Harris




                                                                         36.

BE IT RESOLVED THAT

     By-Law No. 1, being a by-law relating generally to the transaction of the
business and affairs of the Corporation be and the same is hereby confirmed
without amendment as a by-law of the Corporation.

     The foregoing resolution is hereby consented to by the sole shareholder of
the Corporation pursuant to the Canada Business Corporations Act as evidenced by
his signature hereto as of the 22nd day of October, 1987.


                                    /s/ J. E. Harris
                                   --------------------------------
                                        J. E. Harris

EX-3.II(G)

                                                               EXHIBIT 3.ii(g)

                                     BY-LAWS
                                      -of -

                         NORTH AMERICAN CHEMICAL COMPANY
                        (herein called the "Corporation")


                                    ARTICLE I
                                  STOCKHOLDERS

     SECTION 1.01. ANNUAL MEETING. The Board of Directors by resolution shall
designate the time, place and date (which shall be, in the case of the first
annual meeting, not more than 13 months after the organization of the
Corporation and, in the case of all other annual meetings, not more than 13
months after the date of the last annual meeting) of the annual meeting of the
stockholders for the election of directors and the transaction of such other
business as may come before it.

     SECTION 1.02. SPECIAL MEETINGS. Special meetings of the stockholders, for
any purpose or purposes, may be called at any time by the Chairman, the
Vice-Chairman, the President, any Vice-President, the Treasurer or the Secretary
or by resolution





of the Board of Directors and shall be called by the Secretary upon receipt by
the Secretary of a request to the Corporation in writing signed by the holders
of at least 35% of the Common Stock of the Corporation then outstanding. Special
meetings of stockholders shall be held at such place, within or without the
State of Delaware, as shall be fixed by the person or persons calling the
meeting and stated in the notice or waiver of notice of the meeting.

     SECTION 1.03. NOTICE OF MEETINGS OF STOCKHOLDERS. Whenever stockholders are
required or permitted to take any action at a meeting, written notice of the
meeting shall be given (unless that notice shall be waived or unless the meeting
is to be dispensed with in accordance with the provisions of the General
Corporation Law of the State of Delaware) which shall state the place, date and
hour of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called. The written notice of any meeting
shall be given, personally or by mail, not less than ten nor more than sixty
days before the date of the meeting to each stockholder entitled to vote at such
meeting. If mailed, such notice is given when deposited in the United States
mail, postage prepaid, directed to the stockholder at his address as it appears
on the records of the Corporation.

     When a meeting is adjourned to another time or place, notice need not be
given of the adjourned meeting if the time and place thereof are announced at
the meeting at which the


                                       -2-





adjournment is taken. At the adjourned meeting the Corporation may transact any
business which might have been transacted at the original meeting. If the
adjournment is for more than thirty days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.

     SECTION 1.04. QUORUM. At all meetings of the stockholders, the holders of
one-third of the stock issued and outstanding and entitled to vote thereat,
present in person or by proxy, shall constitute a quorum for the transaction of
any business.

     When a quorum is once present to organize a meeting, it is not broken by
the subsequent withdrawal of any stockholders.

     The stockholders present may adjourn the meeting despite the absence of a
quorum and at any such adjourned meeting at which the requisite amount of voting
stock shall be represented, the Corporation may transact any business which
might have been transacted at the original meeting had a quorum been there
present.

     SECTION 1.05. METHOD OF VOTING. The vote upon any question before the
meeting need not be by ballot. All elections and all other questions shall be
decided by a plurality of the votes cast, at a meeting at which a quorum is
present, except as


                                      -3-





expressly provided otherwise by the General Corporation Law of the State of
Delaware or the Certificate of Incorporation.

     SECTION 1.06. VOTING RIGHTS OF STOCKHOLDERS AND PROXIES. Each stockholder
of record entitled to vote in accordance with the laws of the State of Delaware,
the Certificate of Incorporation or these By-Laws, shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of
stock entitled to vote standing in his name on the books of the Corporation, but
no proxy shall be voted on after three years from its date, unless the proxy
provides for a longer period.

     SECTION 1.07. OWNERSHIP OF ITS OWN STOCK. Shares of its own capital stock
belonging to the Corporation or to another corporation, if a majority of the
shares entitled to vote in the election of directors of such other corporation
is held, directly or indirectly, by the Corporation, shall neither be entitled
to vote nor be counted for quorum purposes. Nothing in this section shall be
construed as limiting the right of any corporation to vote stock, including but
not limited to its own stock, held by it in a fiduciary capacity.

     SECTION 1.08. VOTING BY FIDUCIARIES AND PLEDGORS. Persons holding stock in
a fiduciary capacity shall be entitled to vote the shares so held. Persons whose
stock is pledged shall be entitled to vote, unless in the transfer by the
pledgor on the books of the Corporation he has expressly empowered the pledgee


                                      -4-





to vote thereon, in which case only the pledgee, or his proxy, may represent
such stock and vote thereon.

     If shares or other securities having voting power stand of record in the
names of two or more persons, whether fiduciaries, members of a partnership,
joint tenants, tenants in common, tenants by the entirety or otherwise, or if
two or more persons have the same fiduciary relationship respecting the same
shares, unless the Secretary of the Corporation is given written notice to the
contrary and is furnished with a copy of the instrument or order appointing them
or creating the relationship wherein it is so provided, their acts with respect
to voting shall have the following effect:

     (1) If only one votes, his act binds all;

     (2) If more than one vote, the act of the majority so voting binds all;

     (3) If more than one vote, but the vote is evenly split on any particular
matter, each faction may vote the securities in question proportionally, or any
person voting the shares, or a beneficiary, if any, may apply to the Court of
Chancery or such other court as may have jurisdiction to appoint an additional
person to act with the persons so voting the shares, which shall then be voted
as determined by a majority of such persons and the person appointed by the
Court. If the instrument so filed shows that any such tenancy is held in unequal
interests, a majority or even-split for the purpose of this subsection shall be
a majority or even-split in interest.


                                      -5-





     SECTION 1.09. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD. In
order to determine the stockholders (i) entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or (ii) entitled to express
consent to corporate action in writing without a meeting, or (iii) entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or (iv) entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or (v) for the purpose of any other lawful
action, the Board of Directors may fix, in advance, a record date, which shall
not be more than sixty nor less than ten days before the date of such meeting,
nor more than sixty days prior to any other action. If no record date is fixed
by the Board of Directors, the record date shall be determined in accordance
with the provisions of the General Corporation Law of the State of Delaware.

     SECTION 1.10. LIST OF STOCKHOLDERS. The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least ten days before every
meeting of the stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten days prior to the meeting, either at a


                                      -6-





place within the city where the meeting is to be held (which place shall be
specified in the notice of the meeting or, if not so specified, at the place
where said meeting is to be held), and the list shall be produced and kept at
the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who may be present. Upon the willful neglect or
refusal of the directors to produce such a list at any meeting for the election
of directors, they shall be ineligible for election to any office at such
meeting.

     SECTION 1.11. STOCKHOLDER'S RIGHT OF INSPECTION. Stockholders of record, in
person or by attorney or other agent, shall have the right, upon written demand
under oath stating the purpose thereof, during the usual hours for business to
inspect for any proper purpose the Corporation's stock ledger, a list of its
stockholders, and its other books and records, and to make copies or extracts
therefrom. A proper purpose shall mean a purpose reasonably related to such
person's interest as a stockholder. In every instance where an attorney or other
agent shall be the person who seeks the right to inspection, the demand under
oath shall be accompanied by a power of attorney or such other writing which
authorizes the attorney or other agent to so act on behalf of the stockholder.
The demand under oath shall be directed to the Corporation at its registered
office in this State or at its principal place of business.

     The stock ledger shall be the only evidence as to who are the stockholders
entitled to examine the stock ledger, the


                                      -7-





list required by Section 1.10 or the books of the Corporation, or to vote in
person or by proxy at any meeting of the stockholders.

                                   ARTICLE II

                                    DIRECTORS

     SECTION 2.01. MANAGEMENT OF BUSINESS. The business of the Corporation shall
be managed by its Board of Directors.

     The Board of Directors, in addition to the powers and authority expressly
conferred upon it herein, by statute, by the Certificate of Incorporation of the
Corporation or otherwise, is hereby empowered to exercise all such powers as may
be exercised by the Corporation, except as expressly provided otherwise by the
statutes of the State of Delaware, by the Certificate of Incorporation of the
Corporation or by these By-Laws.

     Without prejudice to the generality of the foregoing, the Board of
Directors, by resolution or resolutions, may create and issue, whether or not in
connection with the issue and sale of any shares of stock or other securities of
the Corporation, rights or options entitling the holders thereof to purchase
from the Corporation any shares of its capital stock of any class or classes or
any other securities of the Corporation, such rights or options to be evidenced
by or in such instrument or instruments as shall be approved by the Board of
Directors. The terms upon which, including the time or times, which may be
limited or unlimited in duration, at or within which, and the price or prices at
which, any such rights or options may be


                                      -8-





issued and any such shares or other securities may be purchased from the
Corporation upon the exercise of any such right or option shall be such as shall
be fixed and stated in the resolution or resolutions adopted by the Board of
Directors providing for the creation and issue of such rights or options, and,
in every case, set forth or incorporated by reference in the instrument or
instruments evidencing such rights or options. In the absence of actual fraud in
the transaction, the judgment of the directors as to the consideration for the
issuance of such rights or options and the sufficiency thereof shall be
conclusive. In case the shares of stock of the Corporation to be issued upon the
exercise of such rights or options shall be shares having a par value, the price
or prices so to be received therefor shall not be less than the par value
thereof. In case the shares of stock so to be issued shall be shares of stock
without par value, the consideration therefor shall be determined in the manner
provided in Section 153 of the General Corporation Law of the State of Delaware.

     SECTION 2.02. QUALIFICATIONS AND NUMBER OF DIRECTORS. Directors need not be
stockholders. The number of directors which shall constitute the whole Board
shall be seven, but this number may be increased and subsequently again from
time to time increased or decreased by an amendment to these By-Laws but in no
case shall the number be less than five or more than nine.


                                      -9-





     SECTION 2.03. ELECTION AND TERM. The directors shall be elected at the
annual meeting of the stockholders, and each director shall be elected to hold
office until his successor shall be elected and qualified, or until his earlier
resignation or removal.

     SECTION 2.04. RESIGNATIONS. Any director of the Corporation may resign at
any time by giving written notice to the Corporation. Such resignation shall
take effect at the time, specified therein, if any, or if no time is specified
therein, then upon receipt of such notice by the Corporation; and, unless
otherwise provided therein, the acceptance of such resignation shall not be
necessary to make it effective.

     SECTION 2.05. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Vacancies and
newly created directorships resulting from any increase in the authorized number
of directors may be filled by a majority of the directors then in office, though
less than a quorum, or by a sole remaining director, and the directors so chosen
shall hold office until their successors shall be elected and qualified, or
until their earlier resignation or removal, provided, however, that the
stockholders removing any director may at the same meeting fill the vacancy
caused by such removal, and provided further that if the directors fail to fill
any such vacancy, the stockholders may at any special meeting called for such
purpose, by written consent or otherwise, fill such vacancy. When one or more
directors


                                      -10-





shall resign from the Board, effective at a future date, a majority of the
directors then in office, including those who have so resigned, shall have power
to fill such vacancy or vacancies, the vote thereon to take effect when such
resignation or resignations shall become effective, and each director so chosen
shall hold office as herein provided in the filling of other vacancies.

     SECTION 2.06. QUORUM OF DIRECTORS. At all meetings of the Board of
Directors, five or more directors shall constitute a quorum for the transaction
of business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors, except as
provided in Section 2.05 hereof.

     A majority of the directors present, whether or not a quorum is present,
may adjourn any meeting of the directors to another time and place. Notice of
any adjournment need not be given if such time and place are announced at the
meeting.

     SECTION 2.07. ANNUAL MEETING. The newly elected Board of Directors shall
meet immediately following the adjournment of the annual meeting of stockholders
in each year at the same place, within or without the State of Delaware, and no
notice of such meeting shall be necessary.

     SECTION 2.08. REGULAR MEETINGS. Regular meetings of the Board of Directors
may be held at such time and place, within


                                      -11-





or without the State of Delaware, as shall from time to time be fixed by the
Board and no notice thereof shall be necessary.

     SECTION 2.09. SPECIAL MEETINGS. Special meetings may be called at any time
by the Chairman, or by any two members of the Board of Directors. Special
meetings shall be held at such place, within or without the State of Delaware,
as shall be fixed by the person or persons calling the meeting and stated in the
notice or waiver of notice of the meeting.

     Special meetings of the Board of Directors shall be held upon notice to the
directors or waiver thereof.

     Unless waived, notice of each special meeting of the directors, stating the
time and place of the meeting, shall be given to each director by delivered
letter, by telegram or by personal communication either over the telephone or
otherwise, in each such case not later than the second day prior to the meeting,
or by mailed letter deposited in the United States mail with postage thereon
prepaid not later than the seventh day prior to the meeting. Notices of special
meetings of the Board of Directors and waivers thereof need not state the
purpose or purposes of the meeting.

     SECTION 2.10. ACTION WITHOUT A MEETING. Any action required or permitted to
be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if all members of the Board or committee, as the
case may be, consent thereto in a writing or writings and the writing or


                                      -12-





writings are filed with the minutes of proceedings of the Board or committee.

     SECTION 2.11. COMPENSATION. Directors shall receive such fixed sums and
expenses of attendance for attendance at each meeting of the Board or of any
committee and/or such salary as may be determined from time to time by the Board
of Directors; provided that nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.

     SECTION 2.12. EXECUTIVE COMMITTEE. The Board of Directors may not, by
resolution or otherwise, permit the formation of an Executive Committee.

                                   ARTICLE III
                                    OFFICERS

     SECTION 3.01. NUMBER. The officers of the Corporation shall be chosen by
the Board of Directors. The officers shall be a Chairman, a Vice-Chairman, a
President, a Secretary and a Treasurer, and such number of Vice-Presidents,
Assistant Secretaries and Assistant Treasurers, and such other officers, if any,
as the Board may from time to time determine. The Board may choose such other
agents as it shall deem necessary. Any number of offices may be held by the same
person.


                                      -13-





     SECTION 3.02. TERMS OF OFFICE. Each officer shall hold his office until his
successor is chosen and qualified or until his earlier resignation or removal.
Any officer may resign at any time upon written notice to the Corporation.

     SECTION 3.03. REMOVAL. Any officer may be removed from office at any time
by the Board of Directors with or without cause.

     SECTION 3.04. AUTHORITY. The Secretary shall record all of the proceedings
of the meetings of the stockholders and directors in a book to be kept for that
purpose, and shall have the authority, perform the duties and exercise the
powers in the management of the Corporation usually incident to the office held
by him, and/or such other authority, duties and powers as may be assigned to him
from time to time by the Board of Directors, the Chairman, the Vice-Chairman or
the President. The other officers, and agents, if any, shall have the authority,
perform the duties and exercise the powers in the management of the Corporation
usually incident to the offices held by them, respectively, and/or such other
authority, duties and powers as may be assigned to them from time to time by the
Board of Directors or (except in the case of the Chairman, the Vice-Chairman or
the President, as appropriate) by the Chairman, the Vice-Chairman or the
President.

     SECTION 3.05. VOTING SECURITIES OWNED BY THE CORPORATION. Powers of
attorney, proxies, waivers of notice of


                                      -14-





meeting, consents and other instruments relating to securities owned by the
Corporation may be executed in the name of and on behalf of the Corporation by
the Chairman, the Vice-Chairman, the President or any Vice-President and any
such officer may, in the name of and on behalf of the Corporation, take all such
action as any such officer may deem advisable to vote in person or by proxy at
any meeting of security holders of any corporation in which the Corporation may
own securities and at any such meeting shall possess and may exercise any and
all rights and powers incident to the ownership of such securities and which, as
the owner thereof, the Corporation might have exercised and possessed if
present. The Board of Directors may, by resolution, from time to time confer
like powers upon any other person or persons.

                                   ARTICLE IV
                                  CAPITAL STOCK

     SECTION 4.01. STOCK CERTIFICATES. Every holder of stock in the Corporation
shall be entitled to have a certificate signed by, or in the name of the
Corporation by, the Chairman or Vice-Chairman of the Board of Directors, or the
President or a Vice-President, and by the Treasurer or an Assistant Treasurer,
or the Secretary or an Assistant Secretary, of the Corporation, certifying the
number of shares owned by him in the Corporation. Where such certificate is
signed (1) by a transfer agent other than the Corporation or its employee, or
(2) by a registrar other than the Corporation or its employee, the signatures of
the


                                      -15-





officers of the Corporation may be facsimiles. In case any officer who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer before such certificate is issued, it may be
issued by the Corporation with the same effect as if he were such officer at the
date of issue.

     SECTION 4.02. TRANSFERS. Stock of the Corporation shall be transferable in
the manner prescribed by the laws of the State of Delaware.

     SECTION 4.03. REGISTERED HOLDERS. Prior to due presentment for registration
of transfer of any security of the Corporation in registered form, the
Corporation shall treat the registered owner as the person exclusively entitled
to vote, to receive notifications and to otherwise exercise all the rights and
powers of an owner, and shall not be bound to recognize any equitable or other
claim to, or interest in, any security, whether or not the Corporation shall
have notice thereof, except as otherwise provided by the laws of the State of
Delaware.

     SECTION 4.04. NEW CERTIFICATES. The Corporation shall issue a new
certificate of stock in the place of any certificate theretofore issued by it,
alleged to have been lost, stolen or destroyed, if the owner: (1) so requests
before the Corporation has notice that the shares of stock represented by that
certificate have been acquired by a bona fide purchaser; (2) files with the
corporation a bond sufficient (in the judgment of


                                      -16-





the directors) or with respect to institutional investors an agreement, to
indemnify the Corporation against any claim that may be made against it on
account of the alleged loss or theft of that certificate or the issuance of a
new certificate; and (3) satisfies any other requirements imposed by the
directors that are reasonable under the circumstances. A new certificate may be
issued without requiring any bond when, in the judgment of the directors, it is
proper so to do.

                                    ARTICLE V

                                INDEMNIFICATION

     SECTION 5.01. The Corporation shall indemnify its officers, directors,
employees and agents to the fullest extent permitted by the General Corporation
Law of Delaware and Article SIXTH of the Certificate of Incorporation of the
Corporation.

                                   ARTICLE VI

                                 MISCELLANEOUS

     SECTION 6.01. OFFICES. The registered office of the Corporation in the
State of Delaware shall be at Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801. The Corporation may also have offices at other
places within and/or without the State of Delaware.

     SECTION 6.02. SEAL. The corporate seal shall have inscribed thereon the
name of the Corporation, the year of its incorporation and the words "Corporate
Seal Delaware."


                                      -17-


     SECTION 6.03. CHECKS. All checks or demands for money shall be signed by
such person or persons as the Board of Directors may from time to time
determine.

     SECTION 6.04. FISCAL YEAR. The fiscal year shall begin the first day after
the last Saturday in March and shall end on the last Saturday in March.

     SECTION 6.05. WAIVERS OF NOTICE; DISPENSING WITH NOTICE. Whenever any
notice whatever is required to be given under the provisions of the General
Corporation Law of the State of Delaware, of the Certificate of Incorporation of
the Corporation, or of these By-Laws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
stockholders need be specified in any written waiver of notice.

     Attendance of a person at a meeting of stockholders shall constitute a
waiver of notice of such meeting, except when the stockholder attends a meeting
for the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.

     Whenever any notice whatever is required to be given under the provisions
of the General Corporation Law of the State of Delaware, of the Certificate of
Incorporation of the


                                      -18-


Corporation, or of these By-Laws, to any person with whom communication is made
unlawful by any law of the United States of America, or by any rule, regulation,
proclamation or executive order issued under any such law, then the giving of
such notice to such person shall not be required and there shall be no duty to
apply to any governmental authority or agency for a license or permit to give
such notice to such person; and any action or meeting which shall be taken or
held without notice to any such person or without giving or without applying for
a license or permit to give any such notice to any such person with whom
communication is made unlawful as aforesaid, shall have the same force and
effect as if such notice had been given as provided under the provisions of the
General Corporation Law of the State of Delaware, or under the provisions of the
Certificate of Incorporation of the Corporation or of these By-Laws. In the
event that the action taken by the Corporation is such as to require the filing
of a certificate under any of the other sections of this title, the certificate
shall state, if such is the fact and if notice is required, that notice was
given to all persons entitled to receive notice except such persons with whom
communication is unlawful.

     SECTION 6.06. LOANS TO AND GUARANTEES OF OBLIGATIONS OF EMPLOYEES AND
OFFICERS. The Corporation may lend money to or guaranty any obligation of, or
otherwise assist any officer or other employee of the Corporation or of a
subsidiary, including any officer or employee who is a director of the
Corporation or a


                                      -19-


subsidiary, whenever, in the judgment of the Board of Directors, such loan,
guaranty or assistance may reasonably be expected to benefit the Corporation.
The loan, guaranty or other assistance may be with or without interest, and may
be unsecured, or secured in such manner as the Board of Directors shall
approve, including, without limitation, a pledge of shares of stock of the
Corporation. Nothing in this Section contained shall be deemed to deny, limit or
restrict the powers of guaranty or warranty of the Corporation at common law or
under any other statute.

     SECTION 6.07. AMENDMENT OF BY-LAWS. These By-Laws may be altered, amended
or repealed at any meeting of the Board of Directors.

     SECTION 6.08. SECTION HEADINGS AND STATUTORY REFERENCES. The headings of
the Articles and Sections of these By-Laws, and the references in brackets to
relevant sections of the General Corporation Law of the State of Delaware, have
been inserted for convenience of reference only and shall not be deemed to be a
part of these By-Laws.


                                      -20-





             NORTH AMERICAN CHEMICAL COMPANY BOARD OF DIRECTORS

D. George Harris
Anthony J. Petrocelli
Michael R. Boyce
James T. Beale, Jr.
John D. Burns
Soo Young Lee
Woo S. Baik





                 NORTH AMERICAN CHEMICAL COMPANY OFFICERS

D. George Harris
     Chairman of the Board and
     Chief Executive Officer

Anthony J. Petrocelli
     Vice Chairman, Vice President and
     Assistant Secretary

Michael R. Boyce
     Chief Operating Officer

John H. Blankley
     Chief Financial Officer

William S. Holt
     President

Richard J. Nick
     Vice President, Treasurer and
     Assistant Secretary

Donald G. Kilpatrick
     Vice President, General Counsel and
     Secretary

Alan F. McIlroy
     Vice President and Assistant Secretary

Steven P. Wolf
     Senior Vice President/Corporate Development

Jacob C. Huang
     Senior Vice President/Technology and
     Development

J. Steven Biggs
     Vice President/Operations

William J. Sichko
     Vice President/Human Resources

Douglas Wilson
     Vice President and Controller

Susan E. Day
     Assistant Treasurer and Assistant Secretary

Philip M. Burright
     Assistant Secretary

EX-3.II(H)

                                                                 Exhibit 3.ii(h)
                                                               AS AMENDED 7/9/90


                              IMC FERTILIZER, INC.

                                     BY-LAWS


                            ARTICLE I - STOCKHOLDERS

         SECTION 1. ANNUAL MEETING.

         An annual meeting of the stockholders, for the election of directors to
succeed those whose terms expire and for the transaction of such other business
as may properly come before the meeting, shall be held at such place, on such
date, and at such time as the Board of Directors shall each year fix, which date
shall be within thirteen months subsequent to the later of the date of
incorporation or the last annual meeting of stockholders.

         SECTION 2. SPECIAL MEETINGS.

         Special meetings of the stockholders, for any purpose or purposes
prescribed in the notice of the meeting, may be called by the Board of Directors
or the chief executive officer and shall be held at such place, on such date,
and at such time as they or he or she shall fix.

         SECTION 3. NOTICE OF MEETINGS.

         Written notice of the place, date, and time of all meetings of the
stockholders shall be given, not less than ten nor more than sixty days before
the date on which the meeting is to be held, to each stockholder entitled to
vote at such meeting, except as otherwise provided herein or required by law
(meaning, here and hereinafter, as required from time to


                                      -1-




time by the Delaware General Corporation Law or the Certificate of Incorporation
of the Corporation).

         When a meeting is adjourned to another place, date or time, written
notice need not be given of the adjourned meeting if the place, date and time
thereof are announced at the meeting at which the adjournment is taken;
provided, however, that if the date of any adjourned meeting is more than thirty
days after the date for which the meeting was originally noticed, or if a new
record date is fixed for the adjourned meeting, written notice of the place,
date, and time of the adjourned meeting shall be given in conformity herewith.
At any adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.

         SECTION 4. QUORUM.

         At any meeting of the stockholders, the holders of a majority of all of
the shares of the stock entitled to vote at the meeting, present in person or by
proxy, shall constitute a quorum for all purposes, unless or except to the
extent that the presence of a larger number may be required by law.

         If a quorum shall fail to attend any meeting, the chairman of the
meeting or the holders of a majority of the shares of stock entitled to vote who
are present, in person or by proxy, may adjourn the meeting to another place,
date, or time.

         If a notice of any adjourned special meeting of stockholders is sent to
all stockholders entitled to vote


                                      -2-


thereat, stating that it will be held with those present constituting a quorum,
then except as otherwise required by law, those present at such adjourned
meeting shall constitute a quorum, and all matters shall be determined by a
majority of the votes cast at such meeting.

         SECTION 5. ORGANIZATION.

         Such person as the Board of Directors may have designated or, in the
absence of such a person, the chief executive office of the Corporation or, in
his or her absence, such person as may be chosen by the holders of a majority of
the shares entitled to vote who are present, in person or by proxy, shall call
to order any meeting of the stockholders and act as chairman of the meeting. In
the absence of the Secretary of the Corporation, the secretary of the meeting
shall be such person as the chairman appoints.

         SECTION 6. CONDUCT OF BUSINESS.

         The chairman of any meeting of stockholders shall determine the order
of business and the procedure at the meeting, including such regulation of the
manner of voting and the conduct of discussion as seem to him or her in order.

         SECTION 7. PROXIES AND VOTING.

         At any meeting of the stockholders, every stockholder entitled to vote
may vote in person or by proxy authorized by an instrument in writing filed in
accordance with the procedure established for the meeting.


                                      -3-


         Each stockholder shall have one vote for every share of stock entitled
to vote which is registered in his or her name on the record date for the
meeting, except as otherwise provided herein or required by law.

         All voting, including on the election of directors but excepting where
otherwise required by law, may be by a voice vote; provided, however, that upon
demand therefore by a stockholder entitled to vote or his or her proxy, a stock
vote shall be taken. Every stock vote shall be taken by ballots, each of which
shall state the name of the stockholder or proxy voting and such other
information as may be required under the procedure established for the meeting.
Every vote taken by ballots shall be counted by an inspector or inspectors
appointed by the chairman of the meeting.

         All elections shall be determined by a plurality of the votes cast, and
except as otherwise required by law, all other matters shall be determined by a
majority of the votes cast.

         SECTION 8. STOCK LIST.

         A complete list of stockholders entitled to vote at any meeting of
stockholders, arranged in alphabetical order for each class of stock and showing
the address of each such stockholder and the number of shares registered in his
or her name, shall be open to the examination of any such stockholder, for any
purpose germane to the meeting, during ordinary business hours for a period of
at least ten (10) days


                                      -4-


prior to the meeting, either at a place within the city where the meeting is to
be held, which place shall be specified in the notice of the meeting, or if not
so specified, at the place where the meeting is to be held.

         The stock list shall also be kept at the place of the meeting during
the whole time thereof and shall be open to the examination of any such
stockholder who is present. This list shall presumptively determine the identity
of the stockholders entitled to vote at the meeting and the number of shares
held by each of them.

         SECTION 9. CONSENT OF STOCKHOLDER IN LIEU OF MEETING.

         Any action required to be taken at any annual or special meeting of
stockholders of the Corporation, or any action which may be taken at any annual
or special meeting of the stockholders, may be taken without a meeting, without
prior notice and without a vote, if a consent in writing, setting forth the
action so taken, shall be signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted.

                         ARTICLE II - BOARD OF DIRECTORS

         SECTION 1. NUMBER AND TERM OF OFFICE.

         The number of directors who shall constitute the whole board shall be
such number as the Board of Directors


                                      -5-


shall at the time have designated, except that in the absence of any such
designation, such number shall be one (1). Each director shall be elected for a
term of one year and until his or her successor is elected and qualified, except
as otherwise provided herein or required by law.

         Whenever the authorized number of directors is increased between annual
meetings of the stockholders, a majority of the directors then in office shall
have the power to elect such new directors for the balance of a term and until
their successors are elected and qualified. Any decrease in the authorized
number of directors shall not become effective until the expiration of the term
of the directors then in office unless, at the time of such decrease, there
shall be vacancies on the board which are being eliminated by the decrease.

         SECTION 2. VACANCIES.

         If the office of any director becomes vacant by reason of death,
resignation, disqualification, removal or other cause, a majority of the
directors remaining in office, although less than a quorum, may elect a
successor for the unexpired term and until his or her successor is elected and
qualified.

         SECTION 3. REGULAR MEETINGS.

         Regular meetings of the Board of Directors shall be held at such place
or places, on such date or dates, and at such time or times as shall have been
established by the Board


                                      -6-


of Directors and publicized among all directors. A notice of each regular
meeting shall not be required.

         SECTION 4. SPECIAL MEETINGS.

         Special meetings of the Board of Directors may be called by one-third
of the directors then in office (rounded up to the nearest whole number) or by
the chief executive officer and shall be held at such place, on such date, and
at such time as they or he or she shall fix. Notice of the place, date, and time
of each such special meeting shall be given each director by whom it is not
waived by mailing written notice not less than five days before the meeting or
by telegraphing the same not less than twenty-four hours before the meeting.
Unless otherwise indicated in the notice thereof, any and all business may be
transacted at a special meeting.

         SECTION 5. QUORUM.

         At any meeting of the Board of Directors, a majority of the total
number of the whole Board shall constitute a quorum for all purposes. If a
quorum shall fail to attend any meeting, a majority of those present may adjourn
the meeting to another place, date, or time, without further notice or waiver
thereof.

         SECTION 6. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE.

         Members of the Board of Directors, or any committee hereof, may
participate in a meeting of such Board or committee by means of conference
telephone or similar communi-


                                      -7-


cations equipment by means of which all persons participating in the meeting can
hear each other and such participation shall constitute presence in person at
such meeting.

         SECTION 7. CONDUCT OF BUSINESS.

         At any meeting of the Board of Directors, business shall be transacted
in such order and manner as the Board may from time to time determine, and all
matters shall be determined by the vote of a majority of the directors present,
except as otherwise provided herein or required by law. Action may be taken by
the Board of Directors without a meeting if all members thereof consent thereto
in writing, and the writing or writings are filed with the minutes of
proceedings of the Board of Directors.

         SECTION 8. POWERS.

         The Board of Directors may, except as otherwise required by law,
exercise all such powers and do all such acts and things as may be exercised or
done by the Corporation, including, without limiting the generality of the
foregoing, the unqualified power:

                  (1) To declare dividends from time to time in accordance with
         law;

                  (2) To purchase or otherwise acquire any property, rights or
         privileges on such terms as it shall determine;

                  (3) To authorize the creation, making and issuance, in such
         form as it may determine, of written obli-


                                      -8-


         gations of every kind, negotiable or non-negotiable, secured or
         unsecured, and to do all things necessary in connection therewith;

                  (4) To remove any officer of the Corporation with or without
         cause, and from time to time to devolve the powers and duties of any
         officer upon any other person for the time being;

                  (5) To confer upon any officer of the Corporation the power to
         appoint, remove and suspend subordinate officers, employees and agents;

                  (6) To adopt from time to time such stock, option, stock
         purchase, bonus or other compensation plans for directors, officers,
         employees and agents of the Corporation and its subsidiaries as it may
         determine;

                  (7) To adopt from time to time such insurance, retirement, and
         other benefit plans for directors, officers, employees and agents of
         the Corporation and its subsidiaries as it may determine; and,

                  (8) To adopt from time to time regulations, not inconsistent
         with these by-laws, for the management of the Corporation's business
         and affairs.

         SECTION 9. COMPENSATION OF DIRECTORS.

         Directors, as such, may receive, pursuant to resolution of the Board of
Directors, fixed fees and other compensation for their services as directors,
including, without limitation, their services as members of committees of the
Board of Directors.


                                      -9-


                            ARTICLE III - COMMITTEES

         SECTION 1. COMMITTEES OF THE BOARD OF DIRECTORS.

         The Board of Directors, by a vote of a majority of the whole Board, may
from time to time designate committees of the Board, with such lawfully
delegable powers and duties as it thereby confers, to serve at the pleasure of
the Board and shall, for those committees and any others provided for herein,
elect a director or directors to serve as the member or members, designating, if
it desires, other directors as alternate members who may replace any absent or
disqualified member at any meeting of the committee. Any committee so designated
may exercise the power and authority of the Board of Directors to declare a
dividend or to authorize the issuance of stock if the resolution which
designates the committee or a supplemental resolution of the Board of Directors
shall so provide. In the absence or disqualification of any member of any
committee and any alternate member in his place, the member or members of the
committee present at the meeting and not disqualified from voting, whether or
not he or she or they constitute a quorum, may by unanimous vote appoint another
member of the Board of Directors to act at the meeting in the place of the
absent or disqualified member.

         SECTION 2. CONDUCT OF BUSINESS.

         Each committee may determine the procedural rules for meeting and
conducting its business and shall act in accordance therewith, except as
otherwise provided herein or


                                      -10-


required by law. Adequate provision shall be made for notice to members of all
meetings; one-third of the members shall constitute a quorum unless the
committee shall consist of one or two members, in which event one member shall
constitute a quorum; and all matters shall be determined by a majority vote of
the members present. Action may be taken by any committee without a meeting if
all members thereof consent thereto in writing, and the writing or writings are
filed with the minutes of the proceedings of such committee.

                              ARTICLE IV - OFFICERS

         SECTION 1. GENERALLY.

         The officers of the Corporation shall consist of a President, one or
more Vice Presidents, a Secretary, a Treasurer and such other officers as may
from time to time be appointed by the Board of Directors. Officers shall be
elected by the Board of Directors, which shall consider that subject at its
first meeting after every annual meeting of stockholders. Each officer shall
hold office until his or her successor is elected and qualified or until his or
her earlier resignation or removal. The President shall be a member of the Board
of Directors. Any number of offices may be held by the same person.

         SECTION 2. PRESIDENT.

         The President shall be the chief executive officer of the Corporation.
Subject to the provisions of these by-laws and to the direction of the Board of
Directors, he or she


                                      -11-


shall have the responsibility for the general management and control of the
business and affairs of the Corporation and shall perform all duties and have
all powers which are commonly incident to the office of chief executive or which
are delegated to him or her by the Board of Directors. He or she shall have
power to sign all stock certificates, contracts and other instruments of the
Corporation which are authorized and shall have general supervision and
direction of all of the other officers, employees and agents of the Corporation.

         SECTION 3. VICE PRESIDENT.

         Each Vice President shall have such powers and duties as may be
delegated to him or her by the Board of Directors. One Vice President shall be
designated by the Board to perform the duties and exercise the powers of the
President in the event of the President's absence or disability.

         SECTION 4. TREASURER.

         The Treasurer shall have the responsibility for maintaining the
financial records of the Corporation and shall have custody of all monies and
securities of the Corporation. He or she shall make such disbursements of the
funds of the Corporation as are authorized and shall render from time to
time an account of all such transactions and of the financial condition of the
Corporation. The Treasurer shall also perform such other duties as the Board of
Directors may from time to time prescribe.


                                      -12-


         SECTION 5. SECRETARY.

         The Secretary shall issue all authorized notices for, and shall keep
minutes of, all meetings of the stockholders and the Board of Directors. He or
she shall have charge of the corporate books and shall perform such other duties
as the Board of Directors may from time to time prescribe.

         SECTION 6. DELEGATION OF AUTHORITY.

         The Board of Directors may from time to time delegate the powers or
duties of any officer to any other officers or agents, notwithstanding any
provision hereof.

         SECTION 7. REMOVAL.

         Any officer of the Corporation may be removed at any time, with or
without cause, by the Board of Directors.

         SECTION 8. ACTION WITH RESPECT TO SECURITIES OF OTHER CORPORATIONS.

         Unless otherwise directed by the Board of Directors, the President or
any officer of the Corporation authorized by the President shall have power to
vote and otherwise act on behalf of the Corporation, in person or by proxy, at
any meeting of stockholders of or with respect to any action of stockholders of
any other corporation in which this Corporation may hold securities and
otherwise to exercise any and all rights and powers which this Corporation may
possess by reason of its ownership of securities in such other corporation.


                                     -13-



                                ARTICLE V - STOCK

         SECTION 1. CERTIFICATES OF STOCK.

         Each stockholder shall be entitled to a certificate signed by, or in
the name of the Corporation by, the President or a Vice President, and by the
Secretary or an Assistant Secretary, or the Treasurer or an Assistant
Treasurer, certifying the number of shares owned by him or her. Any of or all
the signatures on the certificate may be facsimile.

         SECTION 2. TRANSFERS OF STOCK.

         Transfers of stock shall be made only upon the transfer books of the
Corporation kept at an office of the Corporation or by transfer agents
designated to transfer shares of the stock of the Corporation. Except where a
certificate is issued in accordance with Section 4 of Article V of these
bylaws, an outstanding certificate for the number of shares involved shall be
surrendered for cancellation before a new certificate is issued therefor.

         SECTION 3. RECORD DATE.

         The Board of Directors may fix a record date, which shall not be
more than sixty nor less than ten days before the date of any meeting of
stockholders, nor more than sixty days prior to the time for the other action
hereinafter described, as of which there shall be determined the stockholders
who are entitled: to notice of or to vote at any meeting of stockholders or
any adjournment thereof; to express consent to corporate action in writing
without a meeting; to receive pay-


                                     -14-



ment of any dividend or other distribution or allotment of any rights; or to
exercise any rights with respect to any change, conversion or exchange of stock
or with respect to any other lawful action.

         SECTION 4. LOST, STOLEN OR DESTROYED CERTIFICATES.

         In the event of the loss, theft or destruction of any certificate of
stock, another may be issued in its place pursuant to such regulations as the
Board of Directors may establish concerning proof of such loss, theft or
destruction and concerning the giving of a satisfactory bond or bonds of
indemnity.

         SECTION 5. REGULATIONS.

         The issue, transfer, conversion and registration of certificates of
stock shall be governed by such other regulations as the Board of Directors may
establish.

                              ARTICLE VI - NOTICES

         SECTION 1. NOTICES.

         Except as otherwise specifically provided herein or required by law,
all notices required to be given to any stockholder, director, officer, employee
or agent shall be in writing and may in every instance be effectively given by
hand delivery to the recipient thereof, by depositing such notice in the mails,
postage paid, or by sending such notice by prepaid telegram or mailgram. Any
such notice shall be addressed to such stockholder, director, officer, employee
or agent at


                                     -15-



his or her last known address as the same appears on the books of the
Corporation. The time when such notice is received, if hand delivered, or
dispatched, if delivered through the mails or by telegram or mailgram, shall
be the time of the giving of the notice.

         SECTION 2. WAIVERS.

         A written waiver of any notice, signed by a stockholder, director,
officer, employee or agent, whether before or after the time of the event for
which notice is to be given, shall be deemed equivalent to the notice
required to be given to such stockholder, director, officer, employee or
agent. Neither the business nor the purpose of any meeting need be specified
in such a waiver.

                          ARTICLE VII - MISCELLANEOUS

         SECTION 1. FACSIMILE SIGNATURES.

         In addition to the provisions for use of facsimile signatures
elsewhere specifically authorized in these by-laws, facsimile signatures of
any officer or officers of the Corporation may be used whenever and as
authorized by the Board of Directors or a committee thereof.

         SECTION 2. CORPORATE SEAL.

         The Board of Directors may provide a suitable seal, containing the
name of the Corporation, which seal shall be in the charge of the Secretary.
Duplicates of the seal may be kept and used by the Vice President who is
designated the Chief Financial Officer or by an Assistant Secretary.


                                     -16-



         SECTION 3. RELIANCE UPON BOOKS, REPORTS AND RECORDS.

         Each director, each member of any committee designated by the Board
of Directors, and each officer of the Corporation shall, in the performance
of his duties, be fully protected in relying in good faith upon the books of
account or other records of the Corporation, including reports made to the
Corporation by any of its officers, by an independent certified public
accountant, or by an appraiser selected with reasonable care.

         SECTION 4. FISCAL YEAR.

         The fiscal year of the Corporation shall be as fixed by the Board of
Directors.

         SECTION 5. TIME PERIODS.

         In applying any provision of these by-laws which require that an act
be done or not done a specified number of days prior to an event or that an
act be done during a period of a specified number of days prior to an event,
calendar days shall be used, the day of the doing of the act shall be
excluded, and the day of the event shall be included.

           ARTICLE VIII - INDEMNIFICATION OF DIRECTORS AND OFFICERS

         SECTION 1. RIGHT TO INDEMNIFICATION.

         Each person who was or is made a party or is threatened to be made a
party to or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a
"proceeding"), by


                                     -17-



reason of the fact that he or she is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a director, officer,
employee or agent or in any other capacity while serving as a director, officer,
employee or agent, shall be indemnified and held harmless by the Corporation to
the fullest extent authorized by the Delaware General Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than such law permitted the Corporation to
provide prior to such amendment), against all expense, liability and loss
(including attorneys, fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid in settlement) reasonably incurred or suffered by such
indemnitee in connection therewith and such indemnification shall continue as to
an indemnitee who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the indemnitee's heirs, executors and
administrators: PROVIDED, HOWEVER, that, except as provided in Section 2. hereof
with respect to proceedings to enforce rights to indemnification, the
Corporation shall indemnify any


                                     -18-



such indemnitee in connection with a proceeding (or part thereof) initiated by
such indemnitee only if such proceeding (or part thereof) was authorized by the
board of directors of the Corporation. The right to indemnification conferred in
this Section shall be a contract right and shall include the right to be paid by
the Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition (hereinafter an "advancement of expenses");
PROVIDED, HOWEVER, that, if the Delaware General Corporation Law requires, an
advancement of expenses incurred by an indemnitee in his or her capacity as a
director or officer (and not in any other capacity in which service was or is
rendered by such indemnitee, including, without limitation, service to an
employee benefit plan) shall be made only upon delivery to the Corporation of an
undertaking (hereinafter an "undertaking"), by or on behalf of such indemnitee,
to repay all amounts so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right to appeal (hereinafter a
"final adjudication") that such indemnitee is not entitled to be indemnified for
such expenses under this Section or otherwise.

         SECTION 2. RIGHT OF INDEMNITEE TO BRING SUIT.

         If a claim under Section 1. of this Article is not paid in full by
the Corporation within sixty days after a written claim has been received by
the Corporation, except in the case of a claim for an advancement of
expenses, in which


                                     -19-



case the applicable period shall be twenty days, the indemnitee may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim. If successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the indemnitee shall be entitled to be paid also the
expense of prosecuting or defending such suit. In (i) any suit brought by the
indemnitee to enforce a right to indemnification hereunder (but not in a suit
brought by the indemnitee to enforce a right to an advancement of expenses) it
shall be a defense that, and (ii) in any suit by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking the Corporation
shall be entitled to recover such expenses upon a final adjudication that, the
indemnitee has not met the applicable standard of conduct set forth in the
Delaware General Corporation Law. Neither the failure of the Corporation
(including its board of directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set forth in
the Delaware General Corporation Law, nor an actual determination by the
Corporation (including its board of directors, independent legal counsel, or its
stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a


                                     -20-



presumption that the indemnitee has not met the applicable standard of conduct
or, in the case of such a suit brought by the indemnitee, be a defense to such
suit. In any suit brought by the indemnitee to enforce a right to
indemnification or to an advancement of expenses hereunder, or by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the burden of proving that the indemnitee is not entitled to be
indemnified, or to such advancement of expenses, under this Article or otherwise
shall be on the Corporation.

         SECTION 3. NON-EXCLUSIVITY OF RIGHTS.

         The rights to indemnification and to the advancement of expenses
conferred in this Article shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, the Corporation's
certificate of incorporation, by-law, agreement, vote of stockholders or
disinterested directors or otherwise.

         SECTION 4. INSURANCE.

         The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.


                                     -21-



         SECTION 5. INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE CORPORATION.

         The Corporation may, to the extent authorized from time to time by
the board of directors, grant rights to indemnification, and to the
advancement of expenses to any employee or agent of the Corporation to the
fullest extent of the provisions of this Section with respect to the
indemnification and advancement of expenses of directors and officers of the
Corporation.

                            ARTICLE IX - AMENDMENTS

These by-laws may be amended or repealed by the Board of Directors at any
meeting or by the stockholders at any meeting.


                                     -22-

EX-3.II(I)

                                                                EXHIBIT 3.ii(i)

                                                                EXHIBIT B

                                                                     AMENDED AND
                                                          RESTATED AS OF 4/30/96


                                     BY-LAWS

                                      -of-

                            HARRIS CHEMICAL GROUP INC.
                       n/k/a/ IMC Inorganic Chemicals Inc.
                        (herein called the "Corporation")

                                     -oo0oo-


                                    ARTICLE I

                                  STOCKHOLDERS


         SECTION 1.01. ANNUAL MEETING. The Board of Directors by resolution
shall designate the time, place and date (which shall be, in the case of the
first annual meeting, not more than 13 months after the organization of the
Corporation and, in the case of all other annual meetings, not more than 13
months after the date of the last annual meeting) of the annual meeting of the
stockholders for the election of directors and the transaction of such other
business as may come before it.

         SECTION 1.02. SPECIAL MEETINGS. Special meetings of the stockholders,
for any purpose or purposes, may be called at any time by the Chairman, the
Vice-Chairman, the President, any Vice-President, the Treasurer or the Secretary
or by resolution of the Board of Directors and shall be called by the Secretary
upon receipt by the Secretary of a request to the Corporation in writing signed
by the holders of at least 35% of the Common Stock of the Corporation then
outstanding. Special meetings of



                                                                              2


stockholders shall be held at such place, within or without the State of
Delaware, as shall be fixed by the person or persons calling the meeting and
stated in the notice or waiver of notice of the meeting.

         SECTION 1.03. NOTICE OF MEETINGS OF STOCKHOLDERS. Whenever stockholders
are required or permitted to take any action at a meeting, written notice of the
meeting shall be given (unless that notice shall be waived or unless the meeting
is to be dispensed with in accordance with the provisions of the General
Corporation Law of the State of Delaware and Article SIXTH of the Certificate of
Incorporation of the Corporation) which shall state the place, date and hour of
the meeting and, in the case of a special meeting, the purpose or purposes for
which the meeting is called. The written notice of any meeting shall be given,
personally or by mail, not less than ten nor more than sixty days before the
date of the meeting to each stockholder entitled to vote at such meeting. If
mailed, such notice is given when deposited in the United States mail, postage
prepaid, directed to the stockholder at his address as it appears on the records
of the Corporation.

         When a meeting is adjourned to another time or place, notice need not
be given of the adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken. At the adjourned meeting the
Corporation may transact any business which might have been transacted at the
original meeting. If the adjournment is for more than thirty days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be



                                                                              3


given to each stockholder of record entitled to vote at the meeting.

         SECTION 1.04. QUORUM. At all meetings of the stockholders, the holders
of one-third of the Common Stock entitled to vote thereat, present in person or
by proxy, shall constitute a quorum for the transaction of any business.

         When a quorum is once present to organize a meeting, it is not broken
by the subsequent withdrawal of any stockholders.

         The stockholders present may adjourn the meeting despite the absence of
a quorum and at any such adjourned meeting at which the requisite amount of
voting stock shall be represented, the Corporation may transact any business
which might have been transacted at the original meeting had a quorum been there
present.

         SECTION 1.05. METHOD OF VOTING. The vote upon any question before the
meeting shall be by ballot. All elections and all other questions shall be
decided by a plurality of the votes cast, at a meeting at which a quorum is
present, except as expressly provided otherwise by the General Corporation Law
of the State of Delaware or the Certificate of Incorporation.

         SECTION 1.06. VOTING RIGHTS OF STOCKHOLDERS AND PROXIES. Each
stockholder of record entitled to vote in accordance with the laws of the State
of Delaware, the Certificate of Incorporation or these By-Laws, shall at every
meeting of the stockholders be entitled to one vote in person or



                                                                              4


by proxy for each share of stock entitled to vote standing in his name on the
books of the Corporation, but no proxy shall be voted on after three years from
its date, unless the proxy provides for a longer period.

         SECTION 1.07. OWNERSHIP OF ITS OWN STOCK. Shares of its own capital
stock belonging to the Corporation or to another corporation, if a majority of
the shares entitled to vote in the election of directors of such other
corporation is held, directly or indirectly, by the Corporation, shall neither
be entitled to vote nor be counted for quorum purposes. Nothing in this section
shall be construed as limiting the right of any corporation to vote stock,
including but not limited to its own stock, held by it in a fiduciary capacity.

         SECTION 1.08. VOTING BY FIDUCIARIES AND PLEDGORS. Persons holding stock
in a fiduciary capacity shall be entitled to vote the shares so held. Persons
whose stock is pledged shall be entitled to vote, unless in the transfer by the
pledgor on the books of the Corporation he has expressly empowered the pledgee
to vote thereon, in which case only the pledgee, or his proxy, may represent
such stock and vote thereon.

         If shares or other securities having voting power stand of record in
the names of two or more persons, whether fiduciaries, members of a partnership,
joint tenants, tenants in common, tenants by the entirety or otherwise, or if
two or more persons have the same fiduciary relationship respecting the same
shares, unless the Secretary of the Corporation is given written



                                                                              5


notice to the contrary and is furnished with a copy of the instrument or order
appointing them or creating the relationship wherein it is so provided, their
acts with respect to voting shall have the following effect:

         (1) If only one votes, his act binds all;

         (2) If more than one vote, the act of the majority so voting binds all;

         (3) If more than one vote, but the vote is evenly split on any
particular matter, each faction may vote the securities in question
proportionally, or any person voting the shares, or a beneficiary, if any, may
apply to the Court of Chancery or such other court as may have jurisdiction to
appoint an additional person to act with the persons so voting the shares, which
shall then be voted as determined by a majority of such persons and the person
appointed by the Court. If the instrument so filed shows that any such tenancy
is held in unequal interests, a majority or even-split for the purpose of this
subsection shall be a majority or even-split in interest.

         SECTION 1.09. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD.
In order to determine the stockholders (i) entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or (ii) entitled to
express consent to corporate action in writing without a meeting, or (iii)
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or (iv) entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or (v) for the purpose of any other lawful



                                                                              6


action, the Board of Directors may fix, in advance, a record date, which shall
not be more than sixty nor less than ten days before the date of such meeting,
nor more than sixty days prior to any other action. If no record date is fixed
by the Board of Directors, the record date shall be determined in accordance
with the provisions of the General Corporation Law of the State of Delaware.

         SECTION 1.10. LIST OF STOCKHOLDERS. The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least ten days before
every meeting of the stockholders, a complete list of the stockholders entitled
to vote at the meeting, arranged in alphabetical order, and showing the address
of each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten days prior to the meeting, either at a place within the city
where the meeting is to be held (which place shall be specified in the notice of
the meeting or, if not so specified, at the place where said meeting is to be
held), and the list shall be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who may be present. Upon the willful neglect or refusal of the directors to
produce such a list at any meeting for the election of directors, they shall be
ineligible for election to any office at such meeting.



                                                                              7


         SECTION 1.11. STOCKHOLDER'S RIGHT OF INSPECTION. Stockholders of
record, in person or by attorney or other agent, shall have the right, upon
written demand under oath stating the purpose thereof, during the usual hours
for business to inspect for any proper purpose the Corporation's stock ledger, a
list of its stockholders, and its other books and records, and to make copies or
extracts therefrom. A proper purpose shall mean a purpose reasonably related to
such person's interest as a stockholder. In every instance where an attorney or
other agent shall be the person who seeks the right to inspection, the demand
under oath shall be accompanied by a power of attorney or such other writing
which authorizes the attorney or other agent to so act on behalf of the
stockholder. The demand under oath shall be directed to the Corporation at its
registered office in this State or at its principal place of business.

         The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by Section
1.10 or the books of the Corporation, or to vote in person or by proxy at any
meeting of the stockholders.

                                   ARTICLE II

                                   DIRECTORS

         SECTION 2.01. MANAGEMENT OF BUSINESS. The business of the Corporation
shall be managed by its Board of Directors.

         The Board of Directors, in addition to the powers and authority
expressly conferred upon it herein, by statute, by the Certificate of
Incorporation of the Corporation or otherwise, is



                                                                              8


hereby empowered to exercise all such powers as may be exercised by the
Corporation, except as expressly provided otherwise by the statutes of the State
of Delaware, by the Certificate of Incorporation of the Corporation or by these
By-Laws.

         Without prejudice to the generality of the foregoing, the Board of
Directors, by resolution or resolutions, may create and issue, whether or not in
connection with the issue and sale of any shares of stock or other securities of
the Corporation, rights or options entitling the holders thereof to purchase
from the Corporation any shares of its capital stock of any class or classes or
any other securities of the Corporation, such rights or options to be evidenced
by or in such instrument or instruments as shall be approved by the Board of
Directors. The terms upon which, including the time or times, which may be
limited or unlimited in duration, at or within which, and the price or prices at
which, any such rights or options may be issued and any such shares or other
securities may be purchased from the Corporation upon the exercise of any such
right or option shall be such as shall be fixed and stated in the resolution or
resolutions adopted by the Board of Directors providing for the creation and
issue of such rights or options, and, in every case, set forth or incorporated
by reference in the instrument or instruments evidencing such rights or options.
In the absence of actual fraud in the transaction, the judgment of the directors
as to the consideration for the issuance of such rights or options and the
sufficiency thereof shall be conclusive. In case the shares of stock of the
Corporation to be issued upon the exercise of such rights or options shall be



                                                                              9


shares having a par value, the price or prices so to be received therefor shall
not be less than the par value thereof. In case the shares of stock so to be
issued shall be shares of stock without par value, the consideration therefor
shall be determined in the manner provided in Section 153 of the General
Corporation Law of the State of Delaware.

         SECTION 2.02. QUALIFICATIONS AND NUMBER OF DIRECTORS. Directors need
not be stockholders. The number of directors for the Corporation shall be not
less than three nor more than eleven, the precise number to be fixed by
resolution of the Board of Directors from time to time.

         SECTION 2.03. ELECTION AND TERM. The directors shall be elected at the
annual meeting of the stockholders, and each director shall be elected to hold
office until his successor shall be elected and qualified, or until his earlier
resignation or removal.

         SECTION 2.04. RESIGNATIONS. Any director of the Corporation may resign
at any time by giving written notice to the Corporation. Such resignation shall
take effect at the time specified therein, if any, or if no time is specified
therein, then upon receipt of such notice by the Corporation; and, unless
otherwise provided therein, the acceptance of such resignation shall not be
necessary to make it effective.



                                                                             10


         SECTION 2.05. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Vacancies and
newly created directorships resulting from any increase in the authorized number
of directors may be filled by a majority of the directors then in office, though
less than a quorum, or by a sole remaining director, in each case as such
director or directors may be directed by the stockholders of the Corporation,
and the directors so chosen shall hold office until their successors shall be
elected and qualified, or until their earlier resignation or removal, provided,
however, that the stockholders removing any director may at the same meeting
fill the vacancy caused by such removal, and provided further that if the
directors fail to fill any such vacancy, the stockholders may at any special
meeting called for such purpose, by written consent or otherwise, fill such
vacancy. When one or more directors shall resign from the Board, effective at a
future date, a majority of the directors then in office, including those who
have so resigned, shall have power to fill such vacancy or vacancies, in each
case as such directors may be directed by the stockholders of the Corporation,
the vote thereon to take effect when such resignation or resignations shall
become effective, and each director so chosen shall hold office as herein
provided in the filling of other vacancies.

         SECTION 2.06. QUORUM OF DIRECTORS. At all meetings of the Board of
Directors, at least five directors shall constitute a quorum for the transaction
of business and the act of a majority of the directors present at any meeting at
which there



                                                                             11


is a quorum shall be the act of the Board of Directors, except as provided in
Section 2.05 hereof.

         A majority of the directors present, whether or not a quorum is
present, may adjourn any meeting of the directors to another time and place.
Notice of any adjournment need not be given if such time and place are announced
at the meeting.

         SECTION 2.07. ANNUAL MEETING. The newly elected Board of Directors
shall meet immediately following the adjournment of the annual meeting of
stockholders in each year at the same place, within or without the State of
Delaware, and no notice of such meeting shall be necessary.

         SECTION 2.08. REGULAR MEETINGS. Regular meetings of the Board of
Directors may be held at such time and place, within or without the State of
Delaware, as shall from time to time be fixed by the Board and no notice thereof
shall be necessary.

         SECTION 2.09. SPECIAL MEETINGS. Special meetings may be called at any
time by the Chairman, or by any two members of the Board of Directors. Special
meetings shall be held at such place, within or without the State of Delaware,
as shall be fixed by the person or persons calling the meeting and stated in the
notice or waiver of notice of the meeting.

         Special meetings of the Board of Directors shall be held upon notice to
the directors or waiver thereof.

         Unless waived, notice of each special meeting of the directors, stating
the time and place of the meeting, shall be



                                                                             12


given to each director by delivered letter, by telegram or by personal
communication either over the telephone or otherwise, in each such case not
later than the second day prior to the meeting, or by mailed letter deposited in
the United States mail with postage thereon prepaid not later than the seventh
day prior to the meeting. Notices of special meetings of the Board of Directors
and waivers thereof need not state the purpose or purposes of the meeting.

         SECTION 2.10. ACTION WITHOUT A MEETING. Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if all members of the Board or
committee, as the case may be, consent thereto in a writing or writings and the
writing or writings are filed with the minutes of proceedings of the Board or
committee.

         SECTION 2.11. COMPENSATION. Directors shall receive such fixed sums and
expenses of attendance for attendance at each meeting of the Board or of any
committee and/or such salary as may be determined from time to time by the Board
of Directors; provided that nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.

         SECTION 2.12. EXECUTIVE COMMITTEE. The Board of Directors may not, by
resolution or otherwise, permit the formation of an Executive Committee.



                                                                             13


                                  ARTICLE III

                                    OFFICERS

         SECTION 3.01. NUMBER. The officers of the Corporation shall be chosen
by the Board of Directors. The officers shall be a Chairman, a Vice-Chairman, a
President, a Secretary and a Treasurer, and such number of Vice-Presidents,
Assistant Secretaries and Assistant Treasurers, and such other officers, if any,
as the Board may from time to time determine. The Board may choose such other
agents as it shall deem necessary. Any number of offices may be held by the same
person.

         SECTION 3.02. TERMS OF OFFICE. Each officer shall hold his office until
his successor is chosen and qualified or until his earlier resignation or
removal. Any officer may resign at any time upon written notice to the
Corporation.

         SECTION 3.03. REMOVAL. Any officer may be removed from office at any
time by the Board of Directors with or without cause.

         SECTION 3.04. AUTHORITY. The Secretary shall record all of the
proceedings of the meetings of the stockholders and directors in a book to be
kept for that purpose, and shall have the authority, perform the duties and
exercise the powers in the management of the Corporation usually incident to the
office held by him, and/or such other authority, duties and powers as may be



                                                                             14


assigned to him from time to time by the Board of Directors, the Chairman, the
Vice-Chairman or the President. The other officers, and agents, if any, shall
have the authority, perform the duties and exercise the powers in the management
of the Corporation usually incident to the offices held by them, respectively,
and/or such other authority, duties and powers as may be assigned to them from
time to time by the Board of Directors or (except in the case of the Chairman,
the Vice-Chairman or the President, as appropriate) by the Chairman, the
Vice-Chairman or the President.

         SECTION 3.05. VOTING SECURITIES OWNED BY THE CORPORATION. Powers of
attorney, proxies, waivers of notice of meeting, consents and other instruments
relating to securities owned by the Corporation may be executed in the name of
and on behalf of the Corporation by the Chairman, the Vice-Chairman, the
President or any Vice-President and any such officer may, in the name of and on
behalf of the Corporation, take all such action as any such officer may deem
advisable to vote in person or by proxy at any meeting of security holders of
any corporation in which the Corporation may own securities and at any such
meeting shall possess and may exercise any and all rights and powers incident to
the ownership of such securities and which, as the owner thereof, the
Corporation might have exercised and possessed if present. The Board of
Directors may, by resolution, from time to time confer like powers upon any
other person or persons.

                                   ARTICLE IV


                                                                             15


                                  CAPITAL STOCK

         SECTION 4.01. STOCK CERTIFICATES. Every holder of stock in the
Corporation shall be entitled to have a certificate signed by, or in the name of
the Corporation by, the Chairman or Vice-Chairman of the Board of Directors, or
the President or a Vice-President, and by the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary, of the Corporation,
certifying the number of shares owned by him in the Corporation. Where such
certificate is signed (1) by a transfer agent other than the Corporation or its
employee, or (2) by a registrar other than the Corporation or its employee, the
signatures of the officers of the Corporation may be facsimiles. In case any
officer who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer at the date of issue.

         SECTION 4.02. TRANSFERS. Stock of the Corporation shall be transferable
in the manner prescribed by the laws of the State of Delaware.

         SECTION 4.03. REGISTERED HOLDERS. Prior to due presentment for
registration of transfer of any security of the Corporation in registered form,
the Corporation shall treat the registered owner as the person exclusively
entitled to vote, to receive notifications and to otherwise exercise all the
rights



                                                                             16


and powers of an owner, and shall not be bound to recognize any equitable or
other claim to, or interest in, any security, whether or not the Corporation
shall have notice thereof, except as otherwise provided by the laws of the State
of Delaware.

         SECTION 4.04. NEW CERTIFICATES. The Corporation shall issue a new
certificate of stock in the place of any certificate theretofore issued by it,
alleged to have been lost, stolen or destroyed, if the owner: (1) so requests
before the Corporation has notice that the shares of stock represented by that
certificate have been acquired by a bona fide purchaser; (2) files with the
Corporation a bond sufficient (in the judgment of the directors) or with respect
to institutional investors an agreement, to indemnify the Corporation against
any claim that may be made against it on account of the alleged loss or theft of
that certificate or the issuance of a new certificate; and (3) satisfies any
other requirements imposed by the directors that are reasonable under the
circumstances. A new certificate may be issued without requiring any bond when,
in the judgment of the directors, it is proper so to do.

                                    ARTICLE V

                                INDEMNIFICATION

         SECTION 5.01. The Corporation shall indemnify its officers, directors,
employees and agents to the fullest extent permitted by the General Corporation
Law of Delaware and Article SIXTH of the Certificate of Incorporation of the
Corporation.



                                                                             17


                                   ARTICLE VI

                                 MISCELLANEOUS

         SECTION 6.01. OFFICES. The registered office of the Corporation in the
State of Delaware shall be at Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801. The Corporation may also have offices at other
places within and/or without the State of Delaware.

         SECTION 6.02. SEAL. The corporate seal shall have inscribed thereon the
name of the Corporation, the year of its incorporation and the words "Corporate
Seal Delaware."

         SECTION 6.03. CHECKS. All checks or demands for money shall be signed
by such person or persons as the Board of Directors may from time to time
determine.

         SECTION 6.04. FISCAL YEAR. The fiscal year shall begin the first day
after the last Saturday in March and shall end on the last Saturday in March.

         SECTION 6.05. WAIVERS OF NOTICE; DISPENSING WITH NOTICE. Whenever any
notice whatever is required to be given under the provisions of the General
Corporation Law of the State of Delaware, of the Certificate of Incorporation of
the Corporation, or of these By-Laws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether



                                                                             18


before or after the time stated therein, shall be deemed equivalent thereto.
Neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the stockholders need be specified in any written waiver of
notice.

         Attendance of a person at a meeting of stockholders shall constitute a
waiver of notice of such meeting, except when the stockholder attends a meeting
for the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.

         Whenever any notice whatever is required to be given under the
provisions of the General Corporation Law of the State of Delaware, of the
Certificate of Incorporation of the Corporation, or of these By-Laws, to any
person with whom communication is made unlawful by any law of the United States
of America, or by any rule, regulation, proclamation or executive order issued
under any such law, then the giving of such notice to such person shall not be
required and there shall be no duty to apply to any governmental authority or
agency for a license or permit to give such notice to such person; and any
action or meeting which shall be taken or held without notice to any such person
or without giving or without applying for a license or permit to give any such
notice to any such person with whom communication is made unlawful as aforesaid,
shall have the same force and effect as if such notice had been given as
provided under the provisions of the General Corporation Law of the State of
Delaware, or under the provisions of the Certificate of Incorporation of the
Corporation or of these By-Laws. In the



                                                                             19


event that the action taken by the Corporation is such as to require the filing
of a certificate under any of the other sections of this title, the certificate
shall state, if such is the fact and if notice is required, that notice was
given to all persons entitled to receive notice except such persons with whom
communication is unlawful.

         SECTION 6.06. LOANS TO AND GUARANTEES OF OBLIGATIONS OF EMPLOYEES AND
OFFICERS. The Corporation may lend money to or guaranty any obligation of, or
otherwise assist any officer or other employee of the Corporation or of a
subsidiary, including any officer or employee who is a director of the
Corporation or a subsidiary, whenever, in the judgment of the Board of
Directors, such loan, guaranty or assistance may reasonably be expected to
benefit the Corporation. The loan, guaranty or other assistance may be with or
without interest, and may be unsecured, or secured in such manner as the Board
of Directors shall approve, including, without limitation, a pledge of shares of
stock of the Corporation. Nothing in this Section contained shall be deemed to
deny, limit or restrict the powers of guaranty or warranty of the Corporation at
common law or under any other statute.

         SECTION 6.07. AMENDMENT OF BY-LAWS. These By-Laws may be altered,
amended or repealed at any meeting of the Board of Directors.

         SECTION 6.08. SECTION HEADINGS. The headings of the Articles and
Sections of these By-Laws have been inserted for



                                                                             20


convenience of reference only and shall not be deemed to be a part of these
By-Laws.

EX-3.II(J)

                                                                 EXHIBIT 3.ii(j)


                                     BY-LAWS

                                      -of-

                 GREAT SALT LAKE CHEMICAL & MINERALS CORPORATION
                        (herein called the "Corporation")

                                     -ooOoo-

                                    ARTICLE I

                                  STOCKHOLDERS

         SECTION 1.01. ANNUAL MEETING. The Board of Directors by resolution
shall designate the time, place and date (which shall be, in the case of the
first annual meeting, not more than 13 months after the organization of the
Corporation and, in the case of all other annual meetings, not more than 13
months after the date of the last annual meeting) of the annual meeting of the
stockholders for the election of directors and the transaction of such other
business as may come before it.

         SECTION 1.02. SPECIAL MEETINGS. Special meetings of the stockholders,
for any purpose or purposes, may be called at any time by the Chairman, the
Vice-Chairman, the President, any Vice-President, the Treasurer or the Secretary
or by resolution of the Board of Directors and shall be called by the Secretary
upon receipt by the Secretary of a request to the Corporation in writing signed
by the holders of at least 35% of the Common Stock of the





                                      -2-


Corporation then outstanding. Special meetings of stockholders shall be held at
such place, within or without the State of Delaware, as shall be fixed by the
person or persons calling the meeting and stated in the notice or waiver of
notice of the meeting.

         SECTION 1.03. NOTICE OF MEETINGS OF STOCKHOLDERS. Whenever stockholders
are required or permitted to take any action at a meeting, written notice of the
meeting shall be given (unless that notice shall be waived or unless the meeting
is to be dispensed with in accordance with the provisions of Article SIXTH of
the Certificate of Incorporation of the Corporation and Section 1.12 hereof)
which shall state the place, date and hour of the meeting and, in the case of a
special meeting, the purpose or purposes for which the meeting is called. The
written notice of any meeting shall be given, personally or by mail, not less
than ten nor more than sixty days before the date of the meeting to each
stockholder entitled to vote at such meeting. If mailed, such notice is given
when deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the Corporation.

         When a meeting is adjourned to another time or place, notice need not
be given of the adjourned meeting if the time and place thereof are announced at
the meeting at



                                      -3-


which the adjournment is taken. At the adjourned meeting the Corporation may
transact any business which might have been transacted at the original meeting.
If the adjournment is for more than thirty days, or if after the adjournment a
new record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.

         SECTION 1.04. QUORUM. At all meetings of the stockholders, the holders
of one-third of the stock issued and outstanding and entitled to vote thereat,
present in person or by proxy, shall constitute a quorum for the transaction of
any business.

         When a quorum is once present to organize a meeting, it is not broken
by the subsequent withdrawal of any stockholders.

         The stockholders present may adjourn the meeting despite the absence of
a quorum and at any such adjourned meeting at which the requisite amount of
voting stock shall be represented, the Corporation may transact any business
which might have been transacted at the original meeting had a quorum been there
present.

         SECTION 1.05. METHOD OF VOTING. The vote upon any question before the
meeting need not be by ballot. All elections and all other questions shall be
decided by a



                                      -4-


plurality of the votes cast, at a meeting at which a quorum is present, except
as expressly provided otherwise by the General Corporation Law of the State of
Delaware or the Certificate of Incorporation.

         SECTION 1.06. VOTING RIGHTS OF STOCKHOLDERS AND PROXIES. Each
stockholder of record entitled to vote in accordance with the laws of the State
of Delaware, the Certificate of Incorporation or these By-Laws, shall at every
meeting of the stockholders be entitled to one vote in person or by proxy for
each share of stock entitled to vote standing in his name on the books of the
Corporation, but no proxy shall be voted on after three years from its date,
unless the proxy provides for a longer period.

         SECTION 1.07. OWNERSHIP OF ITS OWN STOCK. Shares of its own capital
stock belonging to the Corporation or to another corporation, if a majority of
the shares entitled to vote in the election of directors of such other
corporation is held, directly or indirectly, by the Corporation, shall neither
be entitled to vote nor be counted for quorum purposes. Nothing in this section
shall be construed as limiting the right of any corporation to vote stock,
including but not limited to its own stock, held by it in a fiduciary capacity.



                                      -5-


         SECTION 1.08. VOTING BY FIDUCIARIES AND PLEDGORS. Persons holding stock
in a fiduciary capacity shall be entitled to vote the shares so held. Persons
whose stock is pledged shall be entitled to vote, unless in the transfer by the
pledgor on the books of the Corporation he has expressly empowered the pledgee
to vote thereon, in which case only the pledgee, or his proxy, may represent
such stock and vote thereon.

         If shares or other securities having voting power stand of record in
the names of two or more persons, whether fiduciaries, members of a partnership,
joint tenants, tenants in common, tenants by the entirety or otherwise, or if
two or more persons have the same fiduciary relationship respecting the same
shares, unless the Secretary of the Corporation is given written notice to the
contrary and is furnished with a copy of the instrument or order appointing them
or creating the relationship wherein it is so provided, their acts with respect
to voting shall have the following effect:

         (1) If only one votes, his act binds all;

         (2) If more than one vote, the act of the majority so voting binds all;

         (3) If more than one vote, but the vote is evenly split on any
particular matter, each faction may vote the securities in question
proportionally, or any person voting the shares, or a beneficiary, if any, may



                                      -6-


apply to the Court of Chancery or such other court as may have jurisdiction to
appoint an additional person to act with the persons so voting the shares, which
shall then be voted as determined by a majority of such persons and the person
appointed by the Court. If the instrument so filed shows that any such tenancy
is held in unequal interests, a majority or even-split for the purpose of this
subsection shall be a majority or even-split in interest.

         SECTION 1.09. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD.
In order to determine the stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock,
or for the purpose of any other lawful action, the Board of Directors may fix,
in advance, a record date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days prior to any
other action. If no record date is fixed by the Board of Directors, the record
date shall be determined in accordance with the provisions of the General
Corporation Law of the State of Delaware.



                                      -7-


         SECTION 1.10. LIST OF STOCKHOLDERS. The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least ten days before
every meeting of the stockholders, a complete list of the stockholders entitled
to vote at the meeting, arranged in alphabetical order, and showing the address
of each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten days prior to the meeting, either at a place within the city
where the meeting is to be held (which place shall be specified in the notice of
the meeting or, if not so specified, at the place where said meeting is to be
held), and the list shall be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who may be present. Upon the willful neglect or refusal of the directors to
produce such a list at any meeting for the election of directors, they shall be
ineligible for election to any office at such meeting.

         SECTION 1.11. STOCKHOLDER'S RIGHT OF INSPECTION. Stockholders of
record, in person or by attorney or other agent, shall have the right, upon
written demand under oath stating the purpose thereof, during the usual hours
for



                                      -8-


business to inspect for any proper purpose the Corporation's stock ledger, a
list of its stockholders, and its other books and records, and to make copies or
extracts therefrom A proper purpose shall mean a purpose reasonably related to
such person's interest as a stockholder. In every instance where an attorney or
other agent shall be the person who seeks the right to inspection, the demand
under oath shall be accompanied by a power of attorney or such other writing
which authorizes the attorney or other agent to so act on behalf of the
stockholder. The demand under oath shall be directed to the Corporation at its
registered office in this State or at its principal place of business.

         The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by Section
1.10 or the books of the Corporation, or to vote in person or by proxy at any
meeting of the stockholders.

         SECTION 1.12. CONSENT IN LIEU OF MEETING. As provided in Article SIXTH
of the Certificate of Incorporation, any corporate action, with respect to which
the vote of the stockholders at a meeting thereof is required or permitted by
any provision of the General Corporation Law of the State of Delaware, the
Certificate of Incorporation of the Corporation, or these By-Laws, may



                                      -9-


be taken without that vote and meeting, and that vote and meeting may be
dispensed with, if that corporate action has been consented to in writing by the
holders of a majority (or, if with respect to a particular corporate action the
General Corporation Law of the State of Delaware, the Certificate of
Incorporation of the Corporation or these By-Laws specifies a greater
percentage, by the holders of that percentage) of the stock that would have been
entitled to vote upon that action if a meeting were held. Prompt notice shall be
given to all stockholders of the taking of any corporate action pursuant to the
provisions of that paragraph unless that action has been consented to in writing
by the holders of all of the stock that would have been entitled to vote upon
that action if a meeting were held.

                                   ARTICLE II

                                   DIRECTORS

         SECTION 2.01. MANAGEMENT OF BUSINESS. The business of the Corporation
shall be managed by its Board of Directors.

         The Board of Directors, in addition to the powers and authority
expressly conferred upon it herein, by statute, by the Certificate of
Incorporation of the Corporation or otherwise, is hereby empowered to exercise
all such powers as may be exercised by the Corporation,



                                      -10-


except as expressly provided otherwise by the statutes of the State of Delaware,
by the Certificate of Incorporation of the Corporation or by these By-Laws.

         Without prejudice to the generality of the foregoing, the Board of
Directors, by resolution or resolutions, may create and issue, whether or not in
connection with the issue and sale of any shares of stock or other securities of
the Corporation, rights or options entitling the holders thereof to purchase
from the Corporation any shares of its capital stock of any class or classes or
any other securities of the Corporation, such rights or options to be evidenced
by or in such instrument or instruments as shall be approved by the Board of
Directors. The terms upon which, including the time or times, which may be
limited or unlimited in duration, at or within which, and the price or prices at
which, any such rights or options may be issued and any such shares or other
securities may be purchased from the Corporation upon the exercise of any such
right or option shall be such as shall be fixed and stated in the resolution or
resolutions adopted by the Board of Directors providing for the creation and
issue of such rights or options, and, in every case, set forth or incorporated
by reference in the instrument or instruments evidencing such rights or options.
In the absence of actual fraud in the transaction, the judgment of the directors
as to the



                                      -11-


consideration for the issuance of such rights or options and the sufficiency
thereof shall be conclusive. In case the shares of stock of the Corporation to
be issued upon the exercise of such rights or options shall be shares having a
par value, the price or prices so to be received therefor shall not be less than
the par value thereof. In case the shares of stock so to be issued shall be
shares of stock without par value, the consideration therefor shall be
determined in the manner provided in Section 153 of the General Corporation Law
of the State of Delaware.

         SECTION 2.02. QUALIFICATIONS AND NUMBER OF DIRECTORS. Directors need
not be stockholders. The number of directors which shall constitute the whole
Board shall be three, but this number may be increased and subsequently again
from time to time increased or decreased by an amendment to these By-Laws, but
in no case shall the number be less than three or more than seven.

         SECTION 2.03. ELECTION AND TERM. The directors shall be elected at the
annual meeting of the stockholders, and each director shall be elected to hold
office until his successor shall be elected and qualified, or until his earlier
resignation or removal.

         SECTION 2.04. RESIGNATIONS. Any director of the Corporation may resign
at any time by giving written notice



                                      -12-


to the Corporation. Such resignation shall take effect at the time specified
therein, if any, or if no time is specified therein, then upon receipt of such
notice by the Corporation; and, unless otherwise provided therein, the
acceptance of such resignation shall not be necessary to make it effective.

         SECTION 2.05. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Vacancies and
newly created directorships resulting from any increase in the authorized number
of directors may be filled by a majority of the directors then in office, though
less than a quorum, or by a sole remaining director, and the directors so chosen
shall hold office until their successors shall be elected and qualified, or
until their earlier resignation or removal. When one or more directors shall
resign from the Board, effective at a future date, a majority of the directors
then in office, including those who have so resigned, shall have power to fill
such vacancy or vacancies, the vote thereon to take effect when such resignation
or resignations shall become effective, and each director so chosen shall hold
office as herein provided in the filling of other vacancies.

         SECTION 2.06. QUORUM OF DIRECTORS. At all meetings of the Board of
Directors, one-half of the entire Board, but not less than two directors, shall
constitute a



                                      -13-


quorum for the transaction of business and the act of a majority of the
directors present at any meeting at which there is a quorum shall be the act of
the Board of Directors, except as provided in Sections 2.05 and 2.12 hereof.

         A majority of the directors present, whether or not a quorum is
present, may adjourn any meeting of the directors to another time and place.
Notice of any adjournment need not be given if such time and place are announced
at the meeting.

         SECTION 2.07. ANNUAL MEETING. The newly elected Board of Directors
shall meet immediately following the adjournment of the annual meeting of
stockholders in each year at the same place, within or without the State of
Delaware, and no notice of such meeting shall be necessary.

         SECTION 2.08. REGULAR MEETINGS. Regular meetings of the Board of
Directors may be held at such time and place, within or without the State of
Delaware, as shall from time to time be fixed by the Board and no notice thereof
shall be necessary; provided that, during the first year following the issuance
of any Preferred Stock, regular meetings of the Board of Directors shall be held
at least once every 60 days; thereafter, such regular meetings shall be held at
least once during each of the Corporation's fiscal quarters.



                                      -14-


         SECTION 2.09. SPECIAL MEETINGS. Special meetings may be called at any
time by the Chairman or by any two members of the Board of Directors. Special
meetings shall be held at such place, within or without the State of Delaware,
as shall be fixed by the person or persons calling the meeting and stated in the
notice or waiver of notice of the meeting.

         Special meetings of the Board of Directors shall be held upon notice to
the directors or waiver thereof.

         Unless waived, notice of each special meeting of the directors, stating
the time and place of the meeting, shall be given to each director by delivered
letter, by telegram or by personal communication either over the telephone or
otherwise, in each such case not later than the second day prior to the meeting,
or by mailed letter deposited in the United States mail with postage thereon
prepaid not later than the seventh day prior to the meeting. Notices of special
meetings of the Board of Directors and waivers thereof need not state the
purpose or purposes of the meeting.

         SECTION 2.10. ACTION WITHOUT A MEETING. Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if all members of the Board or
committee, as the case may be, consent thereto in a writing



                                      -15-


or writings and the writing or writings are filed with the minutes of
proceedings of the Board or committee.

         SECTION 2.11. COMPENSATION. Directors shall receive such fixed sums and
expenses of attendance for attendance at each meeting of the Board or of any
committee and/or such salary as may be determined from time to time by the Board
of Directors; provided that nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.

         SECTION 2.12. EXECUTIVE COMMITTEE. The Board of Directors may, by
resolution or resolutions, passed by a majority of the whole Board, designate an
Executive Committee (and may discontinue the same at any time) to consist of
three or more of the directors of the Corporation. The members shall be
appointed by the Board and shall hold office at the pleasure of the Board. The
Board may designate one or more directors as alternate members of the Committee,
who may replace an absent or disqualified member at any meeting of the
Committee. The Executive Committee shall have and may exercise all the powers of
the Board of Directors (when the Board is not in session) in the management of
the business and affairs of the Corporation (and may authorize the seal of the
Corporation to be affixed to all papers which may require



                                      -16-


it), except that the Executive Committee shall have no power (a) to elect
directors; (b) to alter, amend or repeal these By-Laws or any resolution or
resolutions of the directors designating an Executive Committee; (c) to declare
any dividend or make any other distribution to the stockholders of the
Corporation; or (d) to appoint any member of the Executive Committee. Regular
meetings of the Executive Committee may be held at such time and place, within
or without the State of Delaware, as shall from time to time be fixed by the
Executive Committee and no notice thereof shall be necessary. Special meetings
may be called at any time by any officer of the Corporation or any member of the
Committee. Special meetings shall be held at such place, within or without the
State of Delaware, as shall be fixed by the person calling the meeting and
stated in the notice or waiver of the meeting. A majority of the members of the
Executive Committee shall constitute a quorum for the transaction of business
and the act of a majority present at which there is a quorum shall be the act of
the Executive Committee. Notice of each special meeting of the Executive
Committee shall be given (or waived) in the same manner as notice of a
directors' meeting.



                                      -17-


                                   ARTICLE III

                                    OFFICERS

         SECTION 3.01. NUMBER. The officers of the Corporation shall be chosen
by the Board of Directors. The officers shall be a Chairman, a Vice-Chairman, a
President, a Secretary and a Treasurer, and such number of Vice-presidents,
Assistant Secretaries and Assistant Treasurers, and such other officers, if any,
as the Board may from time to time determine. The Board may choose such other
agents, as it shall deem necessary. Any number of offices may be held by the
same person.

         SECTION 3.02. TERMS OF OFFICE. Each officer shall hold his office until
his successor is chosen and qualified or until his earlier resignation or
removal. Any officer may resign at any time upon written notice to the
Corporation.

         SECTION 3.03. REMOVAL. Any officer may be removed from office at any
time by the Board of Directors with or without cause.

         SECTION 3.04. AUTHORITY. The Secretary shall record all of the
proceedings of the meetings of the stockholders and directors in a book to be
kept for that purpose, and shall have the authority, perform the duties and
exercise the powers in the management of the



                                      -18-


Corporation usually incident to the office held by him, and/or such other
authority, duties and powers as may be assigned to him from time to time by the
Board of Directors or the President. The other officers, and agents, if any,
shall have the authority, perform the duties and exercise the powers in the
management of the Corporation usually incident to the offices held by them,
respectively, and/or such other authority, duties and powers as may be assigned
to them from time to time by the Board of Directors or (except in the case of
the President) by the President.

         SECTION 3.05. VOTING SECURITIES OWNED BY THE CORPORATION. Powers of
attorney, proxies, waivers of notice of meeting, consents and other instruments
relating to securities owned by the Corporation may be executed in the name of
and on behalf of the Corporation by the President or any Vice-President and any
such officer may, in the name of and on behalf of the Corporation, take all such
action as any such officer may deem advisable to vote in person or by proxy at
any meeting of security holders of any corporation in which the Corporation may
own securities and at any such meeting shall possess and may exercise any and
all rights and powers incident to the ownership of such securities and which, as
the owner thereof, the Corporation might have exercised and possessed if
present. The Board



                                      -19-


of Directors may, by resolution, from time to time confer like powers upon any
other person or persons.

                                   ARTICLE IV

                                  CAPITAL STOCK

         SECTION 4.01. STOCK CERTIFICATES. Every holder of stock in the
Corporation shall be entitled to have a certificate signed by, or in the name of
the Corporation by, the Chairman or Vice-Chairman, or the President or a
Vice-President, and by the Treasurer or an Assistant Treasurer, or the Secretary
or an Assistant Secretary, of the Corporation, certifying the number of shares
owned by him in the Corporation. Where such certificate is signed (1) by a
transfer agent other than the Corporation or its employee, or (2) by a registrar
other than the Corporation or its employee, the signatures of the officers of
the Corporation may be facsimiles. In case any officer who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer at the date of
issue.

         SECTION 4.02. TRANSFERS. Stock of the Corporation shall be transferable
in the manner prescribed by the laws of the State of Delaware.



                                      -20-


         SECTION 4.03. REGISTERED HOLDERS. Prior to due presentment for
registration of transfer of any security of the Corporation in registered form,
the Corporation shall treat the registered owner as the person exclusively
entitled to vote, to receive notifications and to otherwise exercise all the
rights and powers of an owner, and shall not be bound to recognize any equitable
or other claim to, or interest in, any security, whether or not the Corporation
shall have notice thereof, except as otherwise provided by the laws of the State
of Delaware.

         SECTION 4.04. NEW CERTIFICATES. The Corporation shall issue a new
certificate of stock in the place of any certificate theretofore issued by it,
alleged to have been lost, stolen or destroyed, if the owner: (1) so requests
before the Corporation has notice that the shares of stock represented by that
certificate have been acquired by a bona fide purchaser; (2) files with the
Corporation a bond sufficient (in the judgment of the directors) to indemnify
the Corporation against any claim that may be made against it on account of the
alleged loss or theft of that certificate or the issuance of a new certificate;
and (3) satisfies any other requirements imposed by the directors that are
reasonable under the circumstances. A new certificate may be issued without
requiring any bond when, in the judgment of the directors, it is proper so to
do.



                                      -21-


                                    ARTICLE V

                                 INDEMNIFICATION

         SECTION 5.01. The Corporation shall indemnify its officers, directors,
employees and agents to the fullest extent permitted by the General Corporation
Law of Delaware and Article SEVENTH of the Certificate of Incorporation of the
Corporation.

                                   ARTICLE VI

                                  MISCELLANEOUS

         SECTION 6.01. OFFICES. The registered office of the Corporation in the
State of Delaware shall be at Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801. The Corporation may also have offices at other
places within and/or without the State of Delaware.

         SECTION 6.02. SEAL. The corporate seal shall have inscribed thereon the
name of the Corporation, the year of its incorporation and the words "Corporate
Seal Delaware."

         SECTION 6.03. CHECKS. All checks or demands for money shall be signed
by such person or persons as the Board of Directors may from time to time
determine.

         SECTION 6.04. FISCAL YEAR. The initial fiscal year for the Corporation
shall end on March 31, 1990. Each



                                      -22-

fiscal year thereafter shall end on the last Saturday in March.

         SECTION 6.05. WAIVERS OF NOTICE; DISPENSING WITH NOTICE. Whenever any
notice whatever is required to be given under the provisions of the General
Corporation Law of the State of Delaware, of the Certificate of Incorporation of
the Corporation, or of these By-Laws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
stockholders need be specified in any written waiver of notice.

         Attendance of a person at a meeting of stockholders shall constitute a
waiver of notice of such meeting, except when the stockholder attends a meeting
for the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.

         Whenever any notice whatever is required to be given under the
provisions of the General Corporation Law of the State of Delaware, of the
Certificate of Incorporation of the Corporation, or of these By-Laws, to any
person with whom communication is made unlawful by any law of the United States
of America, or by any rule,



                                      -23-


regulation, proclamation or executive order issued under any such law, then the
giving of such notice to such person shall not be required and there shall be no
duty to apply to any governmental authority or agency for a license or permit to
give such notice to such person; and any action or meeting which shall be taken
or held without notice to any such person or without giving or without applying
for a license or permit to give any such notice to any such person with whom
communication is made unlawful as aforesaid, shall have the same force and
effect as if such notice had been given as provided under the provisions of the
General Corporation Law of the State of Delaware, or under the provisions of the
Certificate of Incorporation of the Corporation or of these By-Laws. In the
event that the action taken by the Corporation is such as to require the filing
of a certificate under any of the other sections of this title, the certificate
shall state, if such is the fact and if notice is required, that notice was
given to all persons entitled to receive notice except such persons with whom
communication is unlawful.

         SECTION 6.06. LOANS TO AND GUARANTEES OF OBLIGATIONS OF EMPLOYEES AND
OFFICERS. The Corporation may lend money to or guaranty any obligation of, or
otherwise assist any officer or other employee of the Corporation or of a
subsidiary, including any officer or employee who is a



                                      -24-


director of the Corporation or a subsidiary, whenever, in the judgment of the
Board of Directors, such loan, guaranty or assistance may reasonably be expected
to benefit the Corporation. The loan, guaranty or other assistance may be with
or without interest, and may be unsecured, or secured in such manner as the
Board of Directors shall approve, including, without limitation, a pledge of
shares of stock of the Corporation. Nothing in this Section contained shall be
deemed to deny, limit or restrict the powers of guaranty or warranty of the
Corporation at common law or under any other statute.

         SECTION 6.07. AMENDMENT OF BY-LAWS. These By-Laws may be altered,
amended or repealed at any meeting of the Board of Directors.

         SECTION 6.08. SECTION HEADINGS AND STATUTORY REFERENCES. The headings
of the Articles and Sections of these By-Laws, and the references in brackets to
relevant sections of the General Corporation Law of the State of Delaware, have
been inserted for convenience of reference only and shall not be deemed to be a
part of these By-Laws.

EX-3.II(K)

                                                               EXHIBIT 3.ii(k)


                                     BYLAWS
                                       OF
                       IMC KALIUM CARLSBAD POTASH COMPANY


                                    ARTICLE I

                              STOCKHOLDERS MEETINGS

         Section 1.1. ANNUAL MEETINGS. An annual meeting of stockholders shall
be held for the election of directors at such date, time and place as may be
fixed by resolution of the Board of Directors from time to time.

         Section 1.2. SPECIAL MEETINGS. Special meetings of stockholders for any
purpose or purposes may be called at any time only by the Chairman of the Board,
if any, the President, the Board of Directors or by a committee of the Board of
Directors authorized to call such meetings, and by no other person. The business
transacted at a special meeting of stockholders shall be limited to the purpose
or purposes for which such meeting is called, except as otherwise determined by
the Board of Directors or the chairman of the meeting.

         Section 1.3. NOTICE OF MEETINGS. A written notice of each annual or
special meeting of stockholders shall be given stating the place, date and time
of the meeting, and, in the case of a special meeting, the purpose or purposes
for which the meeting is called. Unless otherwise provided by law, the
Certificate of Incorporation or these Bylaws, such notice of meeting shall be
given not less than ten nor more than 60 days before the date of the meeting to
each stockholder of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be given when deposited in the mail, postage prepaid,
directed to the stockholder at such stockholder's address as it appears on the
records of the Corporation.

         Section 1.4. ADJOURNMENTS. Any annual or special meeting of
stockholders may be adjourned from time to time to reconvene at the same or some
other place, and notice need not be given of any such adjourned meeting if the
date, time and place thereof are announced at the meeting at which the
adjournment is taken. At the adjourned meeting any business may be transacted
which might have been transacted at the original meeting. If the adjournment is
for more than 30 days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the adjourned meeting in
accordance with Section 1.3.



         Section 1.5. QUORUM. Except as otherwise provided by law, the
Certificate of Incorporation or these Bylaws, the presence in person or by proxy
of the holders of stock having a majority of the votes which could be cast by
the holders of all outstanding stock entitled to vote at the meeting shall
constitute a quorum at each meeting of stockholders. In the absence of a quorum,
the stockholders so present may, by the affirmative vote of the holders of stock
having a majority of the votes which could be cast by all such holders, adjourn
the meeting from time to time in the manner provided in Section 1.4 of these
Bylaws until a quorum is present. If a quorum is present when a meeting is
convened, the subsequent withdrawal of stockholders, even though less than a
quorum remains, shall not affect the ability of the remaining stockholders
lawfully to transact business.

         Section 1.6. ORGANIZATION. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or if there is none or in his or her
absence, by the President, or in his or her absence, by a chairman designated by
the Board of Directors, or in the absence of such designation by a chairman
chosen at the meeting. The Secretary shall act as secretary of the meeting, but
in his or her absence the chairman of the meeting may appoint any person to act
as secretary of the meeting.

         Section 1.7. VOTING,. (a) Except as otherwise provided by the
Certificate of Incorporation, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of stock held by
such stockholder which has voting power on the matter in question.

         (b) Voting at meetings of stockholders need not be by written ballot.
Unless otherwise provided in the Certificate of Incorporation, directors shall
be elected by a plurality of the votes cast in the election of directors. Each
other question shall, unless otherwise provided by law, the Certificate of
Incorporation or these Bylaws, be decided by the vote of the holders of stock
having a majority of the votes which could be cast by the holders of all stock
entitled to vote on such question which are present in person or by proxy at the
meeting.

         (c) Stock of the Corporation standing in the name of another
corporation and entitled to vote may be voted by such officer, agent or proxy as
the bylaws or other internal regulations of such other corporation may prescribe
or, in the absence of such provision, as the board of directors or comparable
body of such other corporation may determine.

         (d) Stock of the Corporation standing in the name of a deceased person,
a minor, an incompetent or a debtor in a case under Title 11, United States
Code, and entitled to vote may be voted by an administrator, executor, guardian,
conservator, debtor-in-possession or trustee, as the case may be, either in


                                       2



person or by proxy, without transfer of such shares into the name of the
official or other person so voting.

         (e) A stockholder whose voting stock of the Corporation is pledged
shall be entitled to vote such stock unless on the transfer records of the
Corporation the pledgor has expressly empowered the pledgee to vote such shares,
in which case only the pledgee, or such pledgee's proxy, may represent such
shares and vote thereon.

         (f) If voting stock is held of record in the names of two or more
persons, whether fiduciaries, members of a partnership, joint tenants, tenants
in common, tenants by the entirety or otherwise, or if two or more persons have
the same fiduciary relationship respecting the same shares, unless the Secretary
is given written notice to the contrary and is furnished with a copy of the
instrument or order appointing them or creating the relationship wherein it is
so provided, their acts with respect to voting shall have the following effect:
(i) if only one votes, such act binds all; (ii) if more than one vote, the act
of the majority so voting binds all; and (iii) if more than one votes, but the
vote is evenly split on any particular matter each faction may vote such stock
proportionally, or any person voting the shares, or a beneficiary, if any, may
apply to the Court of Chancery of the State of Delaware or such other court as
may have jurisdiction to appoint an additional person to act with the persons so
voting the stock, which shall then be voted as determined by a majority of such
persons and the person appointed by the Court. If the instrument so filed shows
that any such tenancy is held in unequal interests, a majority or even split for
the purpose of this subsection shall be a majority or even split in interest.

         (g) Stock of the Corporation belonging to the Corporation, or to
another corporation a majority of the shares entitled to vote in the election of
directors of which are held by the Corporation, shall not be voted at any
meeting of stockholders and shall not be counted in the total number of
outstanding shares for the purpose of determining whether a quorum is present.
Nothing in the Section 1.7 shall limit the right of the Corporation to vote
shares of stock of the Corporation held by it in a fiduciary capacity.

         Section 1.8. PROXIES. (a) Each stockholder entitled to vote at a
meeting of stockholders may authorize another person or persons to act for such
stockholder by proxy filed with the Secretary before or at the time of the
meeting. No such proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period. A duly executed proxy shall
be irrevocable if it states that it is irrevocable and if, and only as long as,
it is coupled with an interest sufficient in law to support an irrevocable
power. A stockholder may revoke any proxy which is not irrevocable by attending
the meeting and voting in person or by filing with the Secretary an


                                       3



instrument in writing revoking the proxy or another duly executed proxy bearing
a later date.

         (b) A stockholder may authorize another person or persons to act for
such stockholder as proxy (i) by executing a writing authorizing such person or
persons to act as such, which execution may be accomplished by such stockholder
or such stockholder's authorized officer, director, partner, employee or agent
(or, if the stock is held in a trust or estate, by a trustee, executor or
administrator thereof) signing such writing or causing his or her signature to
be affixed to such writing by any reasonable means, including, but not limited
to, facsimile signature, or (ii) by transmitting or authorizing the transmission
of a telegram, cablegram or other means of electronic transmission (a
"Transmission") to the person who will be the holder of the proxy or to a proxy
solicitation firm, proxy support service organization or like agent duly
authorized by the person who will be the holder of the proxy to receive such
Transmission; provided that any such Transmission must either set forth or be
submitted with information from which it can be determined that such
Transmission was authorized by such stockholder.

         (c) The Secretary or such other person or persons as shall be appointed
from time to time by the Board of Directors shall examine Transmissions to
determine if they are valid. If it is determined a Transmission is valid, the
person or persons making that determination shall specify the information upon
which such person or persons relied. Any copy, facsimile telecommunication or
other reliable reproduction of such a writing or Transmission may be substituted
or used in lieu of the original writing or Transmission for any and all purposes
for which the original writing or Transmission could be used; provided that such
copy, facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing or Transmission.

         Section 1.9. FIXING DATE OF DETERMINATION OF STOCKHOLDERS OF RECORD.
(a) In order that the corporation may determine the stockholders entitled (i) to
notice of or to vote at any meeting of stockholders or any adjournment thereof,
(ii) to express consent to corporate action in writing without a meeting, (iii)
to receive payment of any dividend or other distribution or allotment of any
rights, (iv) to exercise any rights in respect of any change, conversion or
exchange of stock or (v) to take, receive or participate in any other action,
the Board of Directors may fix a record date, which shall not be earlier than
the date upon which the resolution fixing the record date is adopted by the
Board of Directors and which (1) in the case of a determination of stockholders
entitled to notice of or to vote at any meeting of stockholders or adjournment
thereof, shall, unless otherwise required by law, be not more than 60 nor less
than ten days before the date of such meeting; (2) in the case of a
determination of stockholders entitled to express consent to corporate action in
writing without a meeting, shall


                                       4



be not more than ten days after the date upon which the resolution fixing the
record date is adopted by the Board of Directors; and (3) in the case of any
other action, shall be not more than 60 days before such action.

         (b) If no record date is fixed, (i) the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held; (ii) the record date for
determining stockholders entitled to express consent to corporate action in
writing without a meeting when no prior action of the Board of Directors is
required by law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation in accordance with applicable law, or, if prior action by the Board
of Directors is required by law, shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action; and
(iii) the record date for determining stockholders for any other purpose shall
be at the close of business on the day on which the Board of Directors adopts
the resolution relating thereto.

         (c) A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting, but the Board of Directors may fix a new record date for the adjourned
meeting.

         Section 1.10. LIST OF STOCKHOLDERS ENTITLED TO VOTE. The Secretary
shall prepare, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address and the number of shares registered
in the name of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten days prior to the meeting, either
at a place within the city where the meeting is to be held, which place shall be
specified in the notice of meeting, or, if not so specified, at the place where
the meeting is to be held. The list shall also be produced and kept at the time
and place of the meeting during the whole time thereof and may be inspected by
any stockholder who is present. The stock ledger shall be the only evidence as
to who are the stockholders entitled to examine the stock ledger, the list of
stockholders or the books of the corporation, or to vote in person or by proxy
at any meeting of stockholders.

         Section 1.11. ACTION BY CONSENT OF STOCKHOLDERS. (a) Unless the power
of stockholders to act by consent without a meeting is restricted or eliminated
by the Certificate of Incorporation, any action required or permitted to be
taken at any annual or special meeting of stockholders may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, is signed


                                       5



by the holders of outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote on such action were present and voted.

         (b) Every written consent shall bear the date of signature of each
stockholder (or his, her or its proxy) signing such consent. Prompt notice of
the taking of corporate action without a meeting of stockholders by less than
unanimous written consent shall be given to those stockholders who have not
consented in writing. All such written consents shall be delivered to the
Corporation at its registered office in the State of Delaware, at its principal
place of business or to the Secretary. Delivery made to the Corporation's
registered office shall be by hand or by certified or registered mail, return
receipt requested. No written consent shall be effective to authorize or take
the corporate action referred to therein unless, within 60 days of the earliest
dated written consent delivered to the Corporation in the manner required by
this Section 1.11, written consents signed by a sufficient number of persons to
authorize or take such action are delivered to the Corporation at its registered
office in the State of Delaware, at its principal place of business or to the
Secretary. All such written consents shall be filed with the minutes of
proceedings of the stockholders, and actions authorized or taken under such
written consents shall have the same force and effect as those authorized or
taken pursuant to a vote of the stockholders at an annual or special meeting.

                                   ARTICLE II

                               BOARD OF DIRECTORS

         Section 2.1. NUMBER. The Board of Directors shall consist of one or
more directors, the number thereof to be determined from time to time by
resolution of the Board of Directors.

         Section 2.2. ELECTION; RESIGNATION; VACANCIES.

         (a) Unless the certificate of incorporation or an amendment to these
bylaws adopted by the stockholders provides for a Board of Directors divided
into two or three classes, at each annual meeting of stockholders the
stockholders shall elect directors each of whom shall hold office until the next
annual meeting of stockholders and the election and qualification of his or her
successor, or until his or her earlier death, resignation or removal. If the
Board of Directors is divided into classes, at each annual meeting at which the
term of office of a class of directors expires, the stockholders shall elect
directors of such class each to hold office until the annual meeting at which
the terms of office of such class of directors expire and the


                                       6



election and qualification of his or her successor, or until his or her earlier
death, resignation or removal.

         (b) Any director may resign at any time by giving written notice to the
Chairman of the Board, if any, the President or the Secretary. Unless otherwise
stated in a notice of resignation, it shall take effect when received by the
officer to whom it is directed, without any need for its acceptance.

         (c) Any newly created directorship or any vacancy occurring in the
Board of Directors for any reason may be filled by a majority of the remaining
directors, although less than a quorum, or by a plurality of the votes cast in
the election of directors at a meeting of stockholders. Each director elected to
replace a former director shall hold office until the expiration of the term of
office of the director whom he or she has replaced and the election and
qualification of his or her successor, or until his or her earlier death,
resignation or removal. A director elected to fill a newly created directorship
shall serve until the next annual meeting of stockholders (or, if the Board of
Directors is divided into classes, the annual meeting at which the terms of
office of the class of directors to which he or she is assigned expire) and the
election and qualification of his or her successor, or until his or her earlier
death, resignation or removal.

         Section 2.3. REGULAR MEETINGS. A regular annual meeting of the Board of
Directors shall be held, without call or notice, immediately after and at the
same place as the annual meeting of stockholders, for the purpose of organizing
the Board of Directors, electing officers and transacting any other business
that may properly come before such meeting. If the stockholders shall elect the
directors by written consent of stockholders as permitted by Section 1.11 of
these Bylaws, a special meeting of the Board of Directors shall be called as
soon as practicable after such election for the purposes described in the
preceding sentence. Additional regular meetings of the Board of Directors may be
held without call or notice at such times as shall be fixed by resolution of the
Board of Directors.

         Section 2.4. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by the Chairman of the Board, if any, the President, the
Secretary, or by any member of the Board of Directors. Notice of a special
meeting of the Board of Directors shall be given by the person or persons
calling the meeting at least twenty-four hours before the special meeting. The
purpose or purposes of a special meeting need not be stated in the call or
notice.

         Section 2.5. ORGANIZATION. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or if there is none or in
his or her absence, by the President, or in his or her absence by a chairman
chosen at the meeting. The Secretary shall act as secretary of the meeting, but
in his or her absence the chairman of the meeting may appoint


                                       7



any person to act as secretary of the meeting. A majority of the directors
present at a meeting, whether or not they constitute a quorum may adjourn such
meeting to any other date, time or place without notice other than announcement
at the meeting.

         Section 2.6. QUORUM; VOTE REQUIRED FOR ACTION. At all meetings of the
Board of Directors a majority of the whole Board of Directors shall constitute a
quorum for the transaction of business. Unless the Certificate of Incorporation
or these Bylaws otherwise provide, the vote of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors.

         Section 2.7. COMMITTEES. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, designate one or more
committees, each committee to consist of one or more directors of the
Corporation. The board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of the committee, the member or members present at any meeting and not
disqualified from voting, whether or not a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in place of any
such absent or disqualified member. Any such committee, to the extent permitted
by law and provided in the resolution of the Board of Directors designating such
committee, or an amendment to such resolution, shall have and may exercise all
the powers and authority of the Board of Directors in the management of the
business and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it.

         Section 2.8. TELEPHONIC MEETINGS. Directors, or any committee of
directors designated by the Board of Directors, may participate in a meeting of
the Board of Directors or such committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and participation in a meeting pursuant to this
Section 2.8 shall constitute presence in person at such meeting.

         Section 2.9. INFORMAL ACTION BY DIRECTORS. Unless otherwise restricted
by the Certificate of Incorporation or these Bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board of
Directors or such committee, as the case may be, consent thereto in writing
(which may be in counterparts), and the written consent or consents are filed
with the minutes of proceedings of the Board of Directors or such committee.


                                       8



         Section 2.10. COMMITTEE RULES. Unless the Board of Directors otherwise
provides, each committee designated by the Board of Directors may make, alter
and repeal rules for the conduct of its business. In the absence of such rules
each committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to this Article II of these Bylaws.

         Section 2.11 RELIANCE UPON RECORDS. Every director, and every member of
any committee of the Board of Directors, shall, in the performance of his or her
duties, be fully protected in relying in good faith upon the records of the
Corporation and upon such information, opinions, reports or statements presented
to the Corporation by any of its officers or employees, or committees of the
Board of Directors, or by any other person as to matters the director or member
reasonably believes are within such other person's professional or expert
competence and who has been selected with reasonable care by or on behalf of the
Corporation, including, but not limited to, such records, information, opinions,
reports or statements as to the value and amount of the assets, liabilities
and/or net profits of the Corporation, or any other facts pertinent to the
existence and amount of surplus or other funds from which dividends might
properly be declared and paid, or with which the Corporation's capital stock
might properly be purchased or redeemed.

         Section 2.12 INTERESTED DIRECTORS. A director who is directly or
indirectly a party to a contract or transaction with the Corporation, or is a
director or officer of or has a financial interest in any other corporation,
partnership, association or other organization which is a party to a contract or
transaction with the Corporation, may be counted in determining whether a quorum
is present at any meeting of the Board of Directors or a committee thereof at
which such contract or transaction is considered or authorized, and such
director may participate in such meeting and vote on such authorization to the
extent permitted by applicable law, including Section 144 of the General
Corporation Law of the State of Delaware.

         Section 2.13 COMPENSATION. Unless otherwise restricted by the
Certificate of Incorporation, the Board of Directors shall have the authority to
fix the compensation of directors. The directors shall be paid their reasonable
expenses, if any, of attendance at each meeting of the Board of Directors or a
committee thereof and may be paid a fixed sum for attendance at each such
meeting and an annual retainer or salary for services as a director or committee
member. No such payment shall preclude any director from serving the Corporation
in any other capacity and receiving compensation therefor.

         Section 2.14 PRESUMPTION OF ASSENT. Unless otherwise provided by the
laws of the State of Delaware, a director who is present at a meeting of the
Board of Directors or a committee thereof at which action is taken on any matter
shall be presumed to have assented to the action taken unless his or her dissent


                                       9



shall be entered in the minutes of such meeting or unless he or she shall file
his or her written dissent to such action with the person acting as secretary of
such meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary immediately after the adjournment of such
meeting. Such right to dissent shall not apply to a director who voted in favor
of such action.

                                   ARTICLE III

                                    OFFICERS

         Section 3.1. EXECUTIVE OFFICERS; ELECTION; QUALIFICATION; TERM OF
OFFICE. The Board of Directors shall elect a President and may, if it so
determines, a Chairman of the Board from among its members. The Board of
Directors shall also elect a Secretary and may elect one or more Vice
Presidents, one or more Assistant Secretaries, a Treasurer and one or more
Assistant Treasurers. Any number of offices may be held by the same person. Each
officer shall hold office until the first meeting of the Board of Directors
after the annual meeting of stockholders next succeeding his or her election,
and until his or her successor is elected and qualified or until his or her
earlier death, resignation or removal.

         Section 3.2. RESIGNATION; REMOVAL; VACANCIES. Any officer may resign at
any time by giving written notice to the Chairman of the Board, if any, the
President or the Secretary. Unless otherwise stated in a notice of resignation,
it shall take effect when received by the officer to whom it is directed,
without any need for its acceptance. The Board of Directors may remove any
officer with or without cause at any time, but such removal shall be without
prejudice to the contractual rights of such officer, if any, with the
Corporation. A vacancy occurring in any office of the Corporation may be filled
for the unexpired portion of the term thereof by the Board of Directors at any
regular or special meeting.

         Section 3.3. POWERS AND DUTIES OF EXECUTIVE OFFICERS. The officers of
the Corporation shall have such powers and duties in the management of the
Corporation as may be prescribed by the Board of Directors and, to the extent
not so provided, as generally pertain to their respective offices, subject to
the control of the Board of Directors. The Board of Directors may require any
officer, agent or employee to give security for the faithful performance of his
or her duties.

         Section 3.4. CHIEF EXECUTIVE OFFICER. Unless the Board of Directors
elects a Chairman of the Board who is designated as such, the President shall be
the Chief Executive Officer of the Corporation and shall in general supervise
and control all of the business affairs of the Corporation, subject to the
direction of the Board of Directors. The President may


                                       10



execute, in the name and on behalf of the Corporation, any deeds, mortgages,
bonds, contracts or other instruments which the Board of Directors or a
committee thereof has authorized to be executed, except in cases where the
execution shall have been expressly delegated by the Board of Directors or a
committee thereof to some other officer or agent of the corporation.

         Section 3.5. SECRETARY. In addition to such other duties, if any, as
may be assigned to the Secretary by the Board of Directors, the Chairman of the
Board, if any, or the President, the Secretary shall (i) keep the minutes of
proceedings of the stockholders, the Board of Directors and any committee of the
Board of Directors in one or more books provided for that purpose; (ii) see that
all notices are duly given in accordance with the provisions of these Bylaws or
as required by law; (iii) be the custodian of the records and seal of the
Corporation; (iv) affix or cause to be affixed the seal of the Corporation or a
facsimile thereof, and attest the seal by his or her signature, to all
certificates for shares of stock of the Corporation and to all other documents
the execution of which under seal is authorized by the Board of Directors; and
(v) unless such duties have been delegated by the Board of Directors to a
transfer agent of the Corporation, keep or cause to be kept a register of the
name and address of each stockholder, as the same shall be furnished to the
Secretary by such stockholder, and have general charge of the stock transfer
records of the Corporation.

                                    ARTICLE IV

                        STOCK CERTIFICATES AND TRANSFERS

         Section 4.1. CERTIFICATE. Every holder of stock shall be entitled to
have a certificate signed by or in the name of the Corporation by the Chairman
of the Board, if any, or the President or a Vice President, and by the Secretary
or an Assistant Secretary, of the Corporation, certifying the number of shares
owned by such stockholder in the Corporation. Any of or all the signatures on
the certificate may be facsimile. In case any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the Corporation with the
same effect as if such officer, transfer agent, or registrar continued to be
such at the date of issue.

         Section 4.2. LOST, STOLEN OR DESTROYED CERTIFICATES; ISSUANCE OF NEW
CERTIFICATES. The Corporation may issue a new certificate for stock in the place
of any certificate theretofore issued by it, alleged to have been lost, stolen
or destroyed, and the Corporation may require the owner of the lost, stolen or
destroyed certificate, or such stockholder's legal


                                       11



representative, to give the Corporation a bond sufficient to indemnify it
against any claim that may be made against it on account of the alleged loss,
theft or destruction of any such certificate or the issuance of such new
certificate.

         4.3 TRANSFERS OF STOCK. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for stock of the Corporation
duly endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer or, if the relevant stock certificate is claimed to have
been lost, stolen or destroyed, upon compliance with the provisions of Section
4.2 of these Bylaws, and upon payment of applicable taxes with respect to such
transfer, and in compliance with any restrictions on transfer applicable to such
stock certificate or the shares represented thereby of which the Corporation
shall have notice and subject to such rules and regulations as the Board of
Directors may from time to time deem advisable concerning the transfer and
registration of stock certificates, the Corporation shall issue a new
certificate or certificates for such stock to the person entitled thereto,
cancel the old certificate and record the transaction upon its books. Transfers
of stock shall be made only on the books of the Corporation by the registered
holder thereof or by such holder's attorney or successor duly authorized as
evidenced by documents filed with the Secretary or transfer agent of the
Corporation. Whenever any transfer of stock shall be made for collateral
security, and not absolutely, it shall be so expressed in the entry of transfer
if, when the certificate or certificates representing such stock are presented
to the Corporation for transfer, both the transferor and transferee request the
Corporation to do so.

         Section 4.4 STOCKHOLDERS OF RECORD. The Corporation shall be entitled
to treat the holder of record of any stock of the Corporation as the holder
thereof and shall not be bound to recognize any equitable or other claim to or
interest in such stock on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise required by the laws
of the State of Delaware.

                                    ARTICLE V

                                     NOTICES

         Section 5.1. MANNER OF NOTICE. Except as otherwise provided by law, the
Certificate of Incorporation or these Bylaws, whenever notice is required to be
given to any stockholder, director or member of any committee of the Board of
Directors, such notice may be given by personal delivery or by depositing it, in
a sealed envelope, in the United States mails, first class, postage prepaid,
addressed, or by delivering it to a telegraph company, charges prepaid, for
transmission, or by transmitting it via telecopier, to such stockholder,
director or


                                       12



member, either at the address of such stockholder, director or member as it
appears on the records of the Corporation or, in the case of such a director or
member, at his or her business address; and such notice shall be deemed to be
given at the time when it is thus personally delivered, deposited, delivered or
transmitted, as the case may be. Such requirement for notice shall also be
deemed satisfied, except in the case of stockholder meetings, if actual notice
is received orally or by other writing by the person entitled thereto as far in
advance of the event with respect to which notice is being given as the minimum
notice period required by law or these Bylaws.

         Section 5.2. DISPENSATION WITH NOTICE. (a) Whenever notice is required
to be given by law, the Certificate of Incorporation or these Bylaws to any
stockholder to whom (i) notice of two consecutive annual meetings of
stockholders, and all notices of meetings of stockholders or of the taking of
action by stockholders by written consent without a meeting to such stockholder
during the period between such two consecutive annual meetings, or (ii) all, and
at least two, payments (if sent by first class mail) of dividends or interest on
securities of the Corporation during a 12-month period, have been mailed
addressed to such stockholder at the address of such stockholder as shown on the
records of the Corporation and have been returned undeliverable, the giving of
such notice to such stockholder shall not be required. Any action or meeting
which shall be taken or held without notice to such stockholder shall have the
same force and effect as if such notice had been duly given. If any such
stockholder shall deliver to the Corporation a written notice setting forth the
then current address of such stockholder, the requirement that notice be given
to such stockholder shall be reinstated.

         (b) Whenever notice is required to be given by law, the Certificate of
Incorporation or these Bylaws to any person with whom communication is unlawful,
the giving of such notice to such person shall not be required, and there shall
be no duty to apply to any governmental authority or agency for a license or
permit to give such notice to such person. Any action or meeting which shall be
taken or held without notice to any such person with whom communication is
unlawful shall have the same force and effect as if such notice had been duly
given.

         Section 5.3. WAIVERS OF NOTICE. Any written waiver of notice, signed by
the person entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of any
regular special meeting of the stockholders, directors, or members of a
committee or directors need be specified in any written waiver of notice.


                                       13



                                   ARTICLE VI

                                 INDEMNIFICATION

         Section 6.1. RIGHT TO INDEMNIFICATION. (a) The Corporation shall
indemnify and hold harmless, to the fullest extent permitted by law as in effect
on the date of adoption of these Bylaws or as it may thereafter be amended, any
person who was or is made or is threatened to be made a party or is otherwise
involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "proceeding") by reason of the fact that he
or she, or a person for whom he or she is the legal representative, is or was a
director, officer, employee or agent of the Corporation or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture or other enterprise, against any
and all liability and loss (including judgments, fines, penalties and amounts
paid in settlement) suffered or incurred and expenses reasonably incurred by
such person; provided that any standard of conduct applicable to whether a
director or officer may be indemnified shall be equally applicable to an
employee or agent under this Article VI. The Corporation shall not be required
to indemnify a person in connection with a proceeding initiated by such person,
including a counterclaim or crossclaim, unless the proceeding was authorized by
the Board of Directors.

         (b) For purposes of this Article VI: (i) any reference to "other
enterprise" shall include all plans, programs, policies, agreements, contracts
and payroll practices and related trusts for the benefit of or relating to
employees of the Corporation and its related entities ("employee benefit
plans"); (ii) any reference to "fines", "penalties", "liability" and "expenses"
shall include any excise taxes, penalties, claims, liabilities and reasonable
expenses (including reasonable legal fees and related expenses) assessed against
or incurred by a person with respect to any employee benefit plan; (iii) any
reference to "serving at the request of the Corporation" shall include any
service as a director, officer, employee or agent of the Corporation or trustee
or administrator of any employee benefit plan which imposes duties on, or
involves services by, such director, officer, employee or agent with respect to
an employee benefit plan, its participants, beneficiaries, fiduciaries,
administrators and service providers; (iv) any reference to serving at the
request of the Corporation as a director, officer, employee or agent of a
partnership or trust shall include service as a partner or trustee; and (v) a
person who acted in good faith and in a manner he or she reasonably believed to
be in the interest of the participants and beneficiaries of an employee benefit
plan shall be deemed to have acted in a manner "not opposed to the best
interests of the Corporation" for purposes of this Article VI.


                                       14



         Section 6.2. PREPAYMENT OF EXPENSES. The Corporation may pay or
reimburse the reasonable expenses incurred in defending any proceeding in
advance of its final disposition if the Corporation has received in advance an
undertaking by the person receiving such payment or reimbursement to repay all
amounts advanced if it should be ultimately determined that he or she is not
entitled to be indemnified under this Article VI or otherwise. The Corporation
may require security for any such undertaking.

         Section 6.3. CLAIMS. If a claim for indemnification or payment of
expenses under this Article VI is not paid in full within 60 days after a
written claim therefor has been received by the Corporation, the claimant may
file suit to recover the unpaid amount of such claim and, if successful in whole
or in part, shall be entitled to be paid the expense of prosecuting such claim.
In any such action the Corporation shall have the burden of proving that the
claimant was not entitled to the requested indemnification or payment of
expenses under applicable law.

         Section 6.4. NON-EXCLUSIVITY OF RIGHTS. The rights conferred on any
person by this Article VI shall not be exclusive of any other rights which such
person may have or hereafter acquire under any statute, provision of the
Certificate of Incorporation, these Bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.

         Section 6.5. OTHER INDEMNIFICATION. The Corporation's obligation, if
any, to indemnify any person who was or is serving at its request as a director,
officer, employee, partner or agent of another corporation, partnership, joint
venture or other enterprise shall be reduced by any amount such person may
collect as indemnification from such other corporation, partnership, joint
venture or other enterprise.

         Section 6.6. AMENDMENT OR REPEAL. Any repeal or modification of the
foregoing provisions of this Article VI shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.

                                   ARTICLE VII

                                     GENERAL

         Section 7.1. FISCAL YEAR. The fiscal year of the Corporation shall be
determined by resolution of the Board of Directors.

         Section 7.2. SEAL. The corporate seal shall have the name of the
Corporation inscribed thereon and shall be in such form as may be approved from
time to time by the Board of Directors.


                                       15



         Section 7.3. FORM OF RECORDS. Any records maintained by the Corporation
in the regular course of its business, including its stock ledger, books of
account, and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs, or any other information storage
device, provided that the records so kept can be converted into clearly legible
form within a reasonable time. The Corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.

         Section 7.4. AMENDMENT OF BYLAWS. These Bylaws may be altered or
repealed, and new Bylaws made, by the Board of Directors, but the stockholders
may make additional Bylaws and may alter and repeal any Bylaws whether adopted
by them or otherwise.


                                       16

EX-3.II(L)

                                                               Exhibit 3.ii(l)


                                    BY-LAWS

                                     -of-

                              AMERICAN SALT COMPANY

                        (herein called the "Corporation")

                                    -oo0oo-

                                    ARTICLE I

                                  STOCKHOLDERS

         SECTION 1.01. ANNUAL MEETING. The Board of Directors by resolution
shall designate the time, place and date (which shall be, in the case of the
first annual meeting, not more than 13 months after the organization of the
Corporation and, in the case of all other annual meetings, not more than 13
months after the date of the last annual meeting) of the annual meeting of the
stockholders for the election of directors and the transaction of such other
business as may come before it.

         SECTION 1.02. SPECIAL MEETINGS. Special meetings of the stockholders,
for any purpose or purposes, may be called at any time by the President, any
Vice-President, the Treasurer or the Secretary or by resolution of the Board of
Directors. Special meetings of stockholders shall be held at such place, within
or without




                                      -2-


the State of Delaware, as shall be fixed by the person or persons calling the
meeting and stated in the notice or waiver of notice of the meeting.

         SECTION 1.03. NOTICE OF MEETINGS OF STOCKHOLDERS. Whenever stockholders
are required or permitted to take any action at a meeting, written notice of the
meeting shall be given (unless that notice shall be waived or unless the meeting
is to be dispensed with in accordance with the provisions of Article FIFTH of
the Certificate of Incorporation of the Corporation and Section 1.12 hereof)
which shall state the place, date and hour of the meeting and, in the case of a
special meeting, the purpose or purposes for which the meeting is called. The
written notice of any meeting shall be given, personally or by mail, not less
than ten nor more than sixty days before the date of the meeting to each
stockholder entitled to vote at such meeting. If mailed, such notice is given
when deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the Corporation.

         When a meeting is adjourned to another time or place, notice need not
be given of the adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken. At the adjourned meeting



                                      -3-


the Corporation may transact any business which might have been transacted at
the original meeting. If the adjournment is for more than thirty days, or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.

         SECTION 1.04. QUORUM. At all meetings of the stockholders, the
holders of one-third of the stock issued and outstanding and entitled to vote
thereat, present in person or by proxy, shall constitute a quorum for the
transaction of any business.

         When a quorum is once present to organize a meeting, it is not
broken by the subsequent withdrawal of any stockholders.

         The stockholders present may adjourn the meeting despite the absence
of a quorum and at any such adjourned meeting at which the requisite amount
of voting stock shall be represented, the Corporation may transact any
business which might have been transacted at the original meeting had a
quorum been there present.

         SECTION 1.05. METHOD OF VOTING. The vote upon any question before the
meeting need not be by ballot. All



                                      -4-


elections and all other questions shall be decided by a plurality of the
votes cast, at a meeting at which a quorum is present, except as expressly
provided otherwise by the General Corporation Law of the State of Delaware or
the Certificate of Incorporation.

         SECTION 1.06. VOTING RIGHTS OF STOCKHOLDERS AND PROXIES. Each
stockholder of record entitled to vote in accordance with the laws of the
State of Delaware, the Certificate of Incorporation or these By-Laws, shall
at every meeting of the stockholders be entitled to one vote in person or by
proxy for each share of stock entitled to vote standing in his name on the
books of the Corporation, but no proxy shall be voted on after three years
from its date, unless the proxy provides for a longer period.

         SECTION 1.07. OWNERSHIP OF ITS OWN STOCK. Shares of its own capital
stock belonging to the Corporation or to another corporation, if a majority
of the shares entitled to vote in the election of directors of such other
corporation is held, directly or indirectly, by the Corporation, shall
neither be entitled to vote nor be counted for quorum purposes. Nothing in
this section shall be construed as limiting the right of any corporation to



                                      -5-


vote stock, including but not limited to its own stock, held by it in a
fiduciary capacity.

         SECTION 1.08. VOTING BY FIDUCIARIES AND PLEDGORS. Persons holding
stock in a fiduciary capacity shall be entitled to vote the shares so held.
Persons whose stock is pledged shall be entitled to vote, unless in the
transfer by the pledgor on the books of the Corporation he has expressly
empowered the pledgee to vote thereon, in which case only the pledgee, or his
proxy, may represent such stock and vote thereon.

         If shares or other securities having voting power stand of record in
the names of two or more persons, whether fiduciaries, members of a
partnership, joint tenants, tenants in common, tenants by the entirety or
otherwise, or if two or more persons have the same fiduciary relationship
respecting the same shares, unless the Secretary of the Corporation is given
written notice to the contrary and is furnished with a copy of the instrument
or order appointing them or creating the relationship wherein it is so
provided, their acts with respect to voting shall have the following effect:

         (1) If only one votes, his act binds all;

         (2) If more than one vote, the act of the majority so voting binds
all;



                                      -6-


         (3) If more than one vote, but the vote is evenly split on any
particular matter, each faction may vote the securities in question
proportionally, or any person voting the shares, or a beneficiary, if any,
may apply to the Court of Chancery or such other court as may have
jurisdiction to appoint an additional person to act with the persons so
voting the shares, which shall then be voted as determined by a majority of
such persons and the person appointed by the Court. If the instrument so
filed shows that any such tenancy is held in unequal interests, a majority or
even-split for the purpose of this subsection shall be a majority or
even-split in interest.

         SECTION 1.09. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF
RECORD. In order to determine the stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof, or to express
consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful
action, the Board of Directors may fix, in advance, a record date, which
shall not be more than sixty nor less than ten days before the date of such
meeting, nor more



                                      -7-


than sixty days prior to any other action. If no record date is fixed by the
Board of Directors, the record date shall be determined in accordance with
the provisions of the General Corporation Law of the State of Delaware.

         SECTION 1.10. LIST OF STOCKHOLDERS. The officer who has charge of
the stock ledger of the Corporation shall prepare and make, at least ten days
before every meeting of the stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing
the address of each stockholder and the number of shares registered in the
name of each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting, either at a
place within the city where the meeting is to be held (which place shall be
specified in the notice of the meeting or, if not so specified, at the place
where said meeting is to be held), and the list shall be produced and kept at
the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who may be present. Upon the willful neglect or
refusal of the directors to produce such a list at any meeting for the
election of directors,



                                      -8-


they shall be ineligible for election to any office at such meeting.

         SECTION 1.11. STOCKHOLDER'S RIGHT OF INSPECTION. Stockholders of
record, in person or by attorney or other agent, shall have the right, upon
written demand under oath stating the purpose thereof, during the usual hours
for business to inspect for any proper purpose the Corporation's stock
ledger, a list of its stockholders, and its other books and records, and to
make copies or extracts therefrom. A proper purpose shall mean a purpose
reasonably related to such person's interest as a stockholder. In every
instance where an attorney or other agent shall be the person who seeks the
right to inspection, the demand under oath shall be accompanied by a power of
attorney or such other writing which authorizes the attorney or other agent
to so act on behalf of the stockholder. The demand under oath shall be
directed to the Corporation at its registered office in this State or at its
principal place of business.

         The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by
Section 1.10 or the books of the Corporation, or to vote in person or by
proxy at any meeting of the stockholders.



                                      -9-


         SECTION 1.12. CONSENT IN LIEU OF MEETING. As provided in Article
FIFTH of the Certificate of Incorporation, any corporate action, with respect
to which the vote of the stockholders at a meeting thereof is required or
permitted by any provision of the General Corporation Law of the State of
Delaware, the Certificate of Incorporation of the Corporation, or these
By-Laws, may be taken without that vote and meeting, and that vote and
meeting may be dispensed with, if that corporate action has been consented to
in writing by the holders of a majority (or, if with respect to a particular
corporate action the General Corporation Law of the State of Delaware, the
Certificate of Incorporation of the Corporation or these By-Laws specifies a
greater percentage, by the holders of that percentage) of the stock that
would have been entitled to vote upon that action if a meeting were held.
Prompt notice shall be given to all stockholders of the taking of any
corporate action pursuant to the provisions of that paragraph unless that
action has been consented to in writing by the holders of all of the stock
that would have been entitled to vote upon that action if a meeting were held.



                                      -10-


                                   ARTICLE II

                                    DIRECTORS

         SECTION 2.01. MANAGEMENT OF BUSINESS. The business of the Corporation
shall be managed by its Board of Directors.

         The Board of Directors, in addition to the powers and authority
expressly conferred upon it herein, by statute, by the Certificate of
Incorporation of the Corporation or otherwise, is hereby empowered to
exercise all such powers as may be exercised by the Corporation, except as
expressly provided otherwise by the statutes of the State of Delaware, by the
Certificate of Incorporation of the Corporation or by these By-Laws.

         Without prejudice to the generality of the foregoing, the Board of
Directors, by resolution or resolutions, may create and issue, whether or not
in connection with the issue and sale of any shares of stock or other
securities of the Corporation, rights or options entitling the holders
thereof to purchase from the Corporation any shares of its capital stock of
any class or classes or any other securities of the Corporation, such rights
or options to be evidenced by or in such instrument or instruments as shall
be approved by the Board of Directors. The terms upon which, including the
time or



                                      -11-


times, which may be limited or unlimited in duration, at or within which, and
the price or prices at which, any such rights or options may be issued and
any such shares or other securities may be purchased from the Corporation
upon the exercise of any such right or option shall be such as shall be fixed
and stated in the resolution or resolutions adopted by the Board of Directors
providing for the creation and issue of such rights or options, and, in every
case, set forth or incorporated by reference in the instrument or instruments
evidencing such rights or options. In the absence of actual fraud in the
transaction, the judgment of the directors as to the consideration for the
issuance of such rights or options and the sufficiency thereof shall be
conclusive. In case the shares of stock of the Corporation to be issued upon
the exercise of such rights or options shall be shares having a par value,
the price or prices so to be received therefor shall not be less than the par
value thereof. In case the shares of stock so to be issued shall be shares of
stock without par value, the consideration therefor shall be determined in
the manner provided in Section 153 of the General Corporation Law of the
State of Delaware.

         SECTION 2.02. QUALIFICATIONS AND NUMBER OF DIRECTORS. Directors need
not be stockholders. The number



                                      -12-



of directors which shall constitute the whole Board shall be five, but this
number may be increased and subsequently again from time to time increased or
decreased by an amendment to these By-Laws, but in no case shall the number
be less than three.

         SECTION 2.03. ELECTION AND TERM. The directors shall be elected at
the annual meeting of the stockholders, and each director shall be elected to
hold office until his successor shall be elected and qualified, or until his
earlier resignation or removal.

         SECTION 2.04. RESIGNATIONS. Any director of the Corporation may
resign at any time by giving written notice to the Corporation. Such
resignation shall take effect at the time specified therein, if any, or if no
time is specified therein, then upon receipt of such notice by the
Corporation; and, unless otherwise provided therein, the acceptance of such
resignation shall not be necessary to make it effective.

         SECTION 2.05. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Vacancies
and newly created directorships resulting from any increase in the authorized
number of directors may be filled by a majority of the directors then in
office, though less than a quorum, or by a sole



                                      -13-


remaining director, and the directors so chosen shall hold office until their
successors shall be elected and qualified, or until their earlier resignation
or removal. When one or more directors shall resign from the Board, effective
at a future date, a majority of the directors then in office, including those
who have so resigned, shall have power to fill such vacancy or vacancies, the
vote thereon to take effect when such resignation or resignations shall
become effective, and each director so chosen shall hold office as herein
provided in the filling of other vacancies.

         SECTION 2.06. QUORUM OF DIRECTORS. At all meetings of the Board of
Directors, one-third of the entire Board, but not less than two directors,
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as provided in Sections
2.05 and 2.12 hereof.

         A majority of the directors present, whether or not a quorum is
present, may adjourn any meeting of the directors to another time and place.
Notice of any adjournment need not be given if such time and place are
announced at the meeting.



                                      -14-


         SECTION 2.07. ANNUAL MEETING. The newly elected Board of Directors
shall meet immediately following the adjournment of the annual meeting of
stockholders in each year at the same place, within or without the State of
Delaware, and no notice of such meeting shall be necessary.

         SECTION 2.08. REGULAR MEETINGS. Regular meetings of the Board of
Directors may be held at such time and place, within or without the State of
Delaware, as shall from time to time be fixed by the Board and no notice thereof
shall be necessary.

         SECTION 2.09. SPECIAL MEETINGS. Special meetings may be called at
any time by the President, any Vice President, the Treasurer or the Secretary
or by resolution of the Board of Directors. Special meetings shall be held at
such place, within or without the State of Delaware, as shall be fixed by the
person or persons calling the meeting and stated in the notice or waiver of
notice of the meeting.

         Special meetings of the Board of Directors shall be held upon notice to
the directors or waiver thereof.

         Unless waived, notice of each special meeting of the directors, stating
the time and place of the meeting, shall be given to each director by delivered
letter, by



                                      -15-


telegram or by personal communication either over the telephone or otherwise, in
each such case not later than the second day prior to the meeting, or by mailed
letter deposited in the United States mail with postage thereon prepaid not
later than the seventh day prior to the meeting. Notices of special meetings of
the Board of Directors and waivers thereof need not state the purpose or
purposes of the meeting.

         SECTION 2.10. ACTION WITHOUT A MEETING. Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if all members of the Board
or committee, as the case may be, consent thereto in a writing or writings
and the writing or writings are filed with the minutes of proceedings of the
Board or committee.

         SECTION 2.11. COMPENSATION. Directors shall receive such fixed sums
and expenses of attendance for attendance at each meeting of the Board or of
any committee and/or such salary as may be determined from time to time by
the Board of Directors; provided that nothing herein contained shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.



                                      -16-


         SECTION 2.12. EXECUTIVE COMMITTEE. The Board of Directors may, by
resolution or resolutions, passed by a majority of the whole Board, designate
an Executive Committee (and may discontinue the same at any time) to consist
of three or more of the directors of the Corporation. The members shall be
appointed by the Board and shall hold office at the pleasure of the Board.
The Board may designate one or more directors as alternate members of the
Committee, who may replace an absent or disqualified member at any meeting of
the Committee. The Executive Committee shall have and may exercise all the
powers of the Board of Directors (when the Board is not in session) in the
management of the business and affairs of the Corporation (and may authorize
the seal of the Corporation to be affixed to all papers which may require
it), except that the Executive Committee shall have no power (a) to elect
directors; (b) to alter, amend or repeal these By-Laws or any resolution or
resolutions of the directors designating an Executive Committee; (c) to
declare any dividend or make any other distribution to the stockholders of
the Corporation; or (d) to appoint any member of the Executive Committee.
Regular meetings of the Executive Committee may be held at such time and
place, within or without the State of Delaware, as shall from time



                                      -17-


to time be fixed by the Executive Committee and no notice thereof shall be
necessary. Special meetings may be called at any time by any officer of the
Corporation or any member of the Committee. Special meetings shall be held at
such place, within or without the State of Delaware, as shall be fixed by the
person calling the meeting and stated in the notice or waiver of the meeting.
A majority of the members of the Executive Committee shall constitute a
quorum for the transaction of business and the act of a majority present at
which there is a quorum shall be the act of the Executive Committee. Notice
of each special meeting of the Executive Committee shall be given (or waived)
in the same manner as notice of a directors' meeting.

                                   ARTICLE III

                                    OFFICERS

         SECTION 3.01. NUMBER. The officers of the Corporation shall be
chosen by the Board of Directors. The officers shall be a President, a
Secretary and a Treasurer, and such number of Chairmen, Vice Chairmen,
Vice-Presidents, Assistant Secretaries and Assistant Treasurers, and such
other officers, if any, as the Board may from time to time determine. The
Board may choose such



                                      -18-


other agents as it shall deem necessary. Any number of offices may be held by
the same person.

         SECTION 3.02. TERMS OF OFFICE. Each officer shall hold his office
until his successor is chosen and qualified or until his earlier resignation
or removal. Any officer may resign at any time upon written notice to the
Corporation.

         SECTION 3.03. REMOVAL. Any officer may be removed from office at any
time by the Board of Directors with or without cause.

         SECTION 3.04. AUTHORITY. The Secretary shall record all of the
proceedings of the meetings of the stockholders and directors in a book to be
kept for that purpose, and shall have the authority, perform the duties and
exercise the powers in the management of the Corporation usually incident to
the office held by him, and/or such other authority, duties and powers as may
be assigned to him from time to time by the Board of Directors or the
President. The other officers, and agents, if any, shall have the authority,
perform the duties and exercise the powers in the management of the
Corporation usually incident to the offices held by them, respectively,
and/or such other authority, duties and powers as may be assigned



                                     -19-


to them from time to time by the Board of Directors or (except in the case of
the President) by the President.

         SECTION 3.05. VOTING SECURITIES OWNED BY THE CORPORATION. Powers of
attorney, proxies, waivers of notice of meeting, consents and other
instruments relating to securities owned by the Corporation may be executed
in the name of and on behalf of the Corporation by the President or any
Vice-President and any such officer may, in the name of and on behalf of the
Corporation, take all such action as any such officer may deem advisable to
vote in person or by proxy at any meeting of security holders of any
corporation in which the Corporation may own securities and at any such
meeting shall possess and may exercise any and all rights and powers incident
to the ownership of such securities and which, as the owner thereof, the
Corporation might have exercised and possessed if present. The Board of
Directors may, by resolution, from time to time confer like powers upon any
other person or persons.

                                   ARTICLE IV

                                  CAPITAL STOCK

         SECTION 4.01. STOCK CERTIFICATES. Every holder of stock in the
Corporation shall be entitled to have a certificate signed by, or in the name
of the Corporation



                                      -20-


by, the Chairman or Vice-Chairman of the Board of Directors, or the President
or a Vice-President, and by the Treasurer or an Assistant Treasurer, or the
Secretary or an Assistant Secretary, of the Corporation, certifying the
number of shares owned by him in the Corporation. Where such certificate is
signed (1) by a transfer agent other than the Corporation or its employee, or
(2) by a registrar other than the Corporation or its employee, the signatures
of the officers of the Corporation may be facsimiles. In case any officer who
has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer before such certificate is issued, it
may be issued by the Corporation with the same effect as if he were such
officer at the date of issue.

         SECTION 4.02. TRANSFERS. Stock of the Corporation shall be
transferable in the manner prescribed by the laws of the State of Delaware.

         SECTION 4.03. REGISTERED HOLDERS. Prior to due presentment for
registration of transfer of any security of the Corporation in registered
form, the Corporation shall treat the registered owner as the person
exclusively entitled to vote, to receive notifications and to otherwise
exercise all the rights and powers of an owner, and shall



                                      -21-


not be bound to recognize any equitable or other claim to, or interest in,
any security, whether or not the Corporation shall have notice thereof,
except as otherwise provided by the laws of the State of Delaware.

         SECTION 4.04. NEW CERTIFICATES. The Corporation shall issue a new
certificate of stock in the place of any certificate theretofore issued by
it, alleged to have been lost, stolen or destroyed, if the owner: (1) so
requests before the Corporation has notice that the shares of stock
represented by that certificate have been acquired by a bona fide purchaser;
(2) files with the Corporation a bond sufficient (in the judgment of the
directors) to indemnify the Corporation against any claim that may be made
against it on account of the alleged loss or theft of that certificate or the
issuance of a new certificate; and (3) satisfies any other requirements
imposed by the directors that are reasonable under the circumstances. A new
certificate may be issued without requiring any bond when, in the judgment of
the directors, it is proper so to do.



                                      -22-


                                    ARTICLE V

                                 INDEMNIFICATION

         SECTION 5.01. The Corporation shall indemnify its officers,
directors, employees and agents to the fullest extent permitted by the
General Corporation Law of Delaware.

                                   ARTICLE VI

                                  MISCELLANEOUS

         SECTION 6.01. OFFICES. The registered office of the Corporation in
the State of Delaware shall be at Corporation Trust Center, 1209 Orange
Street, Wilmington, Delaware 19801. The Corporation may also have offices at
other places within and/or without the State of Delaware.

         SECTION 6.02. SEAL. The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its incorporation and the words
"Corporate Seal Delaware."

         SECTION 6.03. CHECKS. All checks or demands for money shall be
signed by such person or persons as the Board of Directors may from time to
time determine.



                                      -23-


         SECTION 6.04. FISCAL YEAR. The fiscal year shall begin the first day
after the last Saturday in March and shall end on the last Saturday in March.

         SECTION 6.05. WAIVERS OF NOTICE; DISPENSING WITH NOTICE. Whenever
any notice whatever is required to be given under the provisions of the
General Corporation Law of the State of Delaware, of the Certificate of
Incorporation of the Corporation, or of these By-Laws, a waiver thereof in
writing, signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed equivalent thereto.
Neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the stockholders need be specified in any written waiver
of notice.

         Attendance of a person at a meeting of stockholders shall constitute
a waiver of notice of such meeting, except when the stockholder attends a
meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not
lawfully called or convened.

         Whenever any notice whatever is required to be given under the
provisions of the General Corporation Law of the State of Delaware, of the
Certificate of



                                      -24-


Incorporation of the Corporation, or of these By-Laws, to any person with
whom communication is made unlawful by any law of the United States of
America, or by any rule, regulation, proclamation or executive order issued
under any such law, then the giving of such notice to such person shall not
be required and there shall be no duty to apply to any governmental authority
or agency for a license or permit to give such notice to such person; and any
action or meeting which shall be taken or held without notice to any such
person or without giving or without applying for a license or permit to give
any such notice to any such person with whom communication is made unlawful
as aforesaid, shall have the same force and effect as if such notice had been
given as provided under the provisions of the General Corporation Law of the
State of Delaware, or under the provisions of the Certificate of
Incorporation of the Corporation or of these By-Laws. In the event that the
action taken by the Corporation is such as to require the filing of a
certificate under any of the other sections of this title, the certificate
shall state, if such is the fact and if notice is required, that notice was
given to all persons entitled to receive notice except such persons with whom
communication is unlawful.



                                      -25-


         SECTION 6.06. LOANS TO AND GUARANTEES OF OBLIGATIONS OF EMPLOYEES
AND OFFICERS. The Corporation may lend money to or guaranty any obligation
of, or otherwise assist any officer or other employee of the Corporation or
of a subsidiary, including any officer or employee who is a director of the
Corporation or a subsidiary, whenever, in the judgment of the Board of
Directors, such loan, guaranty or assistance may reasonably be expected to
benefit the Corporation. The loan, guaranty or other assistance may be with
or without interest, and may be unsecured, or secured in such manner as the
Board of Directors shall approve, including, without limitation, a pledge of
shares of stock of the Corporation. Nothing in this Section contained shall
be deemed to deny, limit or restrict the powers of guaranty or warranty of
the Corporation at common law or under any other statute.

         SECTION 6.07. AMENDMENT OF BY-LAWS. These By-Laws may be altered,
amended or repealed at any meeting of the Board of Directors.

         SECTION 6.08. SECTION HEADINGS AND STATUTORY REFERENCES. The
headings of the Articles and Sections of these By-Laws, have been inserted
for convenience of



                                      -26-


reference only and shall not be deemed to be a part of these By-Laws.

EX-3.II(M)

                                                          Exhibit 3.ii(m)

   *Name amended on October 26, 1987 to S & P U.S., Inc.
  **Name amended on March 7, 1988 to Kalium Chemicals, Ltd.
 ***Name amended on September 19, 1996, to IMC Kalium Ltd.
****Name amended on June 26, 2000 to IMC USA Inc.

                                 BY-LAWS OF
                                              *
                              S&P CANADA, INC.**
                                              ***
                                              ****
                                  ARTICLE I

                                   OFFICES

        SECTION 1.  REGISTERED OFFICE.  The registered office shall be in the
City of Dover, County of Kent, State of Delaware.

        SECTION 2.  OTHER OFFICE.  The corporation may also have offices at such
other places both within and without the State of Delaware as the board of
directors may from time to time determine or the business of the corporation may
require.

                               ARTICLE II
                        MEETINGS OF STOCKHOLDERS

        SECTION 1.  PLACE OF MEETINGS.  All meetings of the stockholders shall
be held at such place as may be fixed from time to time by the board of
directors and stated in the notice of the meeting or in a duly executed waiver
of notice thereof.

        ***SECTION 2.  ANNUAL MEETING.

- --------------
***Amended by consent of stockholder dated October 1, 1994. (See insert
attached.)

Amendment to By-Laws of IMC Kalium Ltd, by stockholder approval dated
October 17, 1996:

        NOW, THEREFORE, BE IT RESOLVED, that Article II, Section 2 of
        the By-laws of the Company be amended in its entirety to read
        as follows:

                "An annual meeting of the shareholders for the purpose of
                electing directors and for the transaction of such other
                business as may come before the meeting shall be held on a day
                to coincide with the annual meeting of stockholders of IMC
                Global Inc., unless the board of directors, not less than ten
                (10) days prior to such fixed meeting date, designates another
                date for such annual meeting, in which event the annual meeting
                of the stockholders shall be held on the date so designated."

        SECTION 3.  NOTICE OF ANNUAL MEETING.  Written notice of the annual
meeting stating the place, date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting not less than ten (10) nor more
than sixty (60) days before the date of the meeting.

        SECTION 4.  LIST OF STOCKHOLDERS.  The officer who has charge of the
stock ledger of the corporation shall prepare and make, at least ten (10) days
before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten



(10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

        SECTION 5.  SPECIAL MEETINGS OF STOCKHOLDERS.  Special meetings of the
stockholders, for any purpose or purposes, unless otherwise prescribed by
statute or by the certificate of incorporation, may be called by the president,
and shall be called by the president or secretary at the request in writing of a
majority of the board of directors, or at the request in writing of stockholders
owning a majority in amount of the entire capital stock of the corporation
issued and outstanding and entitled to vote. Such request shall state the
purpose or purposes of the proposed meeting.

        SECTION 6.  NOTICE OF SPECIAL MEETINGS OF STOCKHOLDERS.  Written notice
of a special meeting stating the place, date and hour of the meeting and the
purpose or purposes for which the meeting is called, shall be given not less
than ten (10) nor more than sixty (60) days before the date of the meeting, to
each stockholder entitled to vote at such meeting.

        SECTION 7.  BUSINESS AT SPECIAL MEETINGS.  Business transacted at any
special meeting of stockholders shall be limited to the purposes stated in the
notice.

        SECTION 8.  QUORUM.  The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty (30) days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

        SECTION 9.  MAJORITY VOTE.  When a quorum is present at any meeting, the
vote of the holders of a majority of the stock


                                      -2-


having voting power present in person or represented by proxy shall decide any
question brought before such meeting, unless the question is one upon which by
express provision of statute or of the certificate of incorporation, a different
vote is required, in which case such express provision shall govern and control
the decision of such question.

        SECTION 10.  PROXIES AND VOTING OF SHARES.  Each stockholder shall, at
every meeting of the stockholders, be entitled to one vote in person or by proxy
for each share of the capital stock having voting power held by such
stockholder, but no proxy shall be voted on after three years from its date,
unless the proxy provides for a longer period.

        SECTION 11.  INFORMAL ACTION BY STOCKHOLDERS.  Any action required to be
taken at any annual or special meeting of stockholders of the corporation, or
any action which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior notice and without a
vote, if a consent in writing, setting forth the action so taken, shall be
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have not
consented in writing.

                                ARTICLE III
                                  DIRECTORS

Amendment to By-Laws of IMC Kalium Ltd, by stockholder approval dated October
17, 1996:

        FURTHER RESOLVED, that Article III, Section 1 of the By-laws of the
        Company be amended in its entirety to read as follows:

        "The number of directors of the corporation shall be one or more
        directors, as set by resolution of the board of directors. The directors
        shall be elected at the annual meeting of the stockholders, except as
        provided in Section 2 of this Article, and each director elected shall
        hold office until his successor is elected and qualified. Directors need
        not be stockholders."

        SECTION 2.  FILLING OF VACANCIES.  Vacancies and newly created
directorships resulting from any increase in the authorized number of directors
may be filled by a majority of the directors then in office, though less than a
quorum, or by the sole remaining director, and the directors so chosen shall
hold office until the next annual election and until their successors are duly
elected and shall have qualified, or their earlier resignation or removal. If
there are no directors in office, then an election of directors may be held in
the manner provided by statute.


                                      -3-


        SECTION 3.  GENERAL POWERS.   The business of the corporation shall be
managed by or under the direction of the board of directors which may exercise
all such powers of the corporation and do all such lawful acts as are not by
statute or by the certificate of incorporation or by these by-laws directed or
required to be exercised or done by the stockholders.

                     MEETINGS OF THE BOARD OF DIRECTORS

        SECTION 4.  PLACE OF MEETINGS.  The board of directors of the
corporation may hold meetings, both regular and special, either within or
without the State of Delaware.

        SECTION 5.  FIRST MEETING OF NEW BOARD.  The first meeting of each newly
elected board of directors shall be held at such time and place as shall be
fixed by the vote of the stockholders at the annual meeting and no notice of
such meeting shall be necessary to the newly elected directors in order legally
to constitute the meeting, provided a quorum shall be present. In the event of
the failure of the stockholders to fix the time or place of such first meeting
of the newly elected board of directors, or in the event such meeting is not
held at the time and place so fixed by the stockholders, the meeting may be held
at such time and place as shall be specified in a notice given as hereinafter
provided for special meetings of the board of directors, or as shall be
specified in a written waiver of notice signed by all of the directors.

        SECTION 6.  REGULAR MEETINGS.  Regular meetings of the board of
directors may be held without notice at such time and at such place as shall
from time to time be determined by the board.

        SECTION 7.  SPECIAL MEETINGS.  Special meetings of the board may be
called by the president on two (2) days' notice to each director, either
personally or by mail or by telegram; special meetings shall be called by the
president in like manner and on like notice on the written request of two or
more directors.

        SECTION 8.  QUORUM.  At all meetings of the board a majority of the
total number of directors shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the board of directors, except as
may be otherwise specifically provided by statute or by the certificate of
incorporation. If a quorum shall not be present at any meeting of the board of
directors the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.


                                      -4-


        SECTION 9.  INFORMAL ACTION.  Unless otherwise restricted by the
certificate of incorporation or these by-laws, any action required or permitted
to be taken at any meeting of the board of directors or of any committee thereof
may be taken without a meeting, if all members of the board or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the board or committee.

                       COMPENSATION OF DIRECTORS

        SECTION 10.  IN GENERAL.  The directors may be paid their expenses, if
any, of attendance at each meeting of the board of directors and may be paid a
fixed sum for attendance at each meeting of the board of directors or a stated
salary as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                                 ARTICLE IV
                                   NOTICES

        SECTION 1.  IN GENERAL.  Whenever, under the provisions of the statutes
or of the certificate of incorporation or of these by-laws, notice is required
to be given to any director or stockholder, it shall not be construed to mean
personal notice, but such notice may be given in writing, by mail, addressed to
such director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.

        SECTION 2.  WAIVER OF NOTICE.  Whenever any notice is required to be
given under the provisions of the statutes or of the certificate of
incorporation or of these by-laws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.

                                ARTICLE V
                                 OFFICERS

        SECTION 1.  NUMBER AND TITLE.  The officers of the corporation shall be
chosen by the board of directors and shall be a chairman of the board, vice
chairman of the board, president, a vice-president, a secretary and a treasurer.
The board of


                                     -5-


directors may also choose additional vice-presidents and one or more assistant
secretaries and assistant treasurers. Any number of offices may be held by the
same person, unless the certificate of incorporation or these by-laws otherwise
provide.

        SECTION 2.  ELECTION AND QUALIFICATION.  The board of directors at its
first meeting after each annual meeting of stockholders shall choose a chairman
of the board, a president, one or more vice-presidents, a secretary and a
treasurer.

        SECTION 3.  APPOINTMENT OF ADDITIONAL OFFICERS.  The board of directors
may appoint such other officers and agents as it shall deem necessary who shall
hold their offices for such terms and shall exercise such powers and perform
such duties as shall be determined from time to time by the board.

        SECTION 4.  COMPENSATION.  The salaries of all officers and agents of
the corporation shall be fixed by the board of directors.

        SECTION 5.  TERM OF OFFICE, REMOVAL AND VACANCIES.  The officers of the
corporation shall hold office until their successors are chosen and qualify. Any
officer elected or appointed by the board of directors may be removed at any
time by the affirmative vote of a majority of the board of directors. Any
vacancy occurring in any office of the corporation may be filled by the board of
directors.

        SECTION 6.  THE CHAIRMAN OF THE BOARD.  The chairman of the board shall
be the chief executive officer of the corporation and shall have the general
direction of the affairs of the corporation, except as otherwise prescribed by
the board of directors. He shall preside at all meetings of the stockholders, of
the board of directors and of the executive committee, if any, and shall
designate the acting secretary for such meeting to take the minutes thereof for
delivery to the secretary. He may execute contracts in the name of the
corporation and appoint and discharge agents and employees of the corporation.
The chairman of the board shall be ex-officio a member of all committees.

        SECTION 7.  THE VICE CHAIRMAN OF THE BOARD.  In the absence of the
chairman of the board, or in the event of his inability or refusal to act, the
vice chairman shall perform the duties of the chairman, and when so acting,
shall have all the powers of and be subject to all the restrictions upon the
chairman. The vice chairman shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.

        SECTION 8.  THE PRESIDENT.  The president shall be the chief operating
officer of the corporation, and as such shall


                                     -6-


direct the operations of the corporation. He shall assume such other duties as
the board of directors may assign to him from time to time. In the absence or
incapacity of the chairman of the board and vice chairman of the board, he shall
perform all duties and functions of the chairman of the board. He may sign, with
the secretary, assistant secretary, treasurer or assistant treasurer,
certificates for shares of the corporation, and may sign any policies, deeds,
mortgages, bonds, contracts, or other instruments which the board of directors
have authorized to be executed except in cases where the signing and execution
thereof shall be expressly delegated by the board of directors or by these
by-laws to some other officer or agent of the corporation, or shall be required
by law to be otherwise signed or executed; appoint and discharge agents and
employees of the corporation, and in general, shall perform all duties incident
to the office of president. The president shall be ex-officio a member of all
committees.

        SECTION 9.  THE VICE-PRESIDENT.  In the absence of the president or in
the event of his inability or refusal to act, and in the absence of the chairman
of the board and vice chairman of the board or in the event of their inability
or refusal to perform the duties of the president, the vice-president (or in the
event there be more than one vice-president, the vice-presidents in the order
designated, or in the absence of any designation, then in the order of their
election) shall perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
president. The vice-presidents shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

        SECTION 10.  THE SECRETARY.  The secretary shall attend all meetings of
the board of directors and all meetings of the stockholders and record all the
proceedings of the meetings of the corporation and of the board of directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required. He shall give, or cause to be given, notice
of all meetings of the stockholders and special meetings of the board of
directors, and shall perform such other duties as may be prescribed by the board
of directors or president, under whose supervision he shall be. He shall have
custody of the corporate seal of the corporation and he, or an assistant
secretary, shall have authority to affix the same to any instrument requiring it
and when so affixed, it may be attested by his signature or by the signature of
such assistant secretary. The board of directors may give general authority to
any other officer to affix the seal of the corporation and to attest the
affixing by his signature.


                                     -7-


        SECTION 11.  ASSISTANT SECRETARIES.  The assistant secretary, or if
there be more than one, the assistant secretaries in the order determined by the
board of directors (or if there be no such determination, then in the order of
their election) shall, in the absence of the secretary or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
secretary and shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.

        SECTION 12.  THE TREASURER.  The treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the board of
directors. He shall disburse the funds of the corporation as may be ordered by
the board of directors, taking proper vouchers for such disbursements, and shall
render to the president and the board of directors, at its regular meetings, or
when the board of directors so requires, an account of all his transactions as
treasurer and of the financial condition of the corporation.

        SECTION 13.  BOND.  If required by the board of directors, he shall give
the corporation a bond (which shall be renewed every six (6) years) in such sum
and with such surety or sureties as shall be satisfactory to the board of
directors for the faithful performance of the duties of his office and for the
restoration to the corporation, in case of his death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
corporation.

        SECTION 14.  ASSISTANT TREASURERS.  The assistant treasurer, or if there
shall be more than one, the assistant treasurers in the order determined by the
board of directors (or if there be no such determination, then in the order of
their election), shall, in the absence of the treasurer or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
treasurer and shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.

                                    ARTICLE VI
                              STOCK AND STOCKHOLDERS

        SECTION 1.  CERTIFICATE OF STOCK.  Every holder of stock in the
corporation shall be entitled to have a certificate, signed by, or in the
name of the corporation by the chairman, vice chairman, president or a vice
president and the treasurer or

                                       -8-


an assistant treasurer, or the secretary or an assistant secretary of the
corporation, certifying the number of shares owned by him in the corporation.

        SECTION 2.  CLASSES AND SERIES.  If the corporation shall be authorized
to issue more than one class of stock or more than one series of any class, the
designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights shall be set forth
in full or summarized on the face or back of the certificate which the
corporation shall issue to represent such class or series of stock, provided
that, except as otherwise provided in Section 202 of the General Corporation Law
of Delaware, in lieu of the foregoing requirements, there may be set forth on
the face or back of the certificate which the corporation shall issue to
represent such class or series of stock, a statement that the corporation will
furnish without charge to each stockholder who so requests the designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights.

        SECTION 3.  SIGNATURES.  Where a certificate is countersigned (i) by a
transfer agent other than the corporation or its employee, or (ii) by a
registrar other than the corporation or its employee, any of or all the
signatures of the officers of the corporation may be a facsimile. In case any
officer who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be an officer before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer at the date of issue.

        SECTION 4.  LOST CERTIFICATES.  The board of directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of the fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the board of
directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or to give the corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.

        SECTION 5.  TRANSFERS OF STOCK.  Upon surrender to the corporation or
the transfer agent of the corporation of a

                                     -9-


certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignation or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.

        SECTION 6.  FIXING RECORD DATE.  In order that the corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the board of directors may fix, in
advance, a record date, which shall not be more than sixty (60) nor less than
ten (10) days before the date of such meeting, nor more than sixty (60) days
prior to any other action. A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting; provided, however, that the board of directors may fix a new
record date for the adjourned meeting.

        SECTION 7.  REGISTERED STOCKHOLDERS.  The corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the laws of Delaware.

                                ARTICLE VII
                               INDEMNIFICATION

                                      -10-


                               *ARTICLE VIII
                                 AMENDMENTS

- ------------
*Amended by consent of stockholder dated October 1, 1994. (See insert attached).

Amendment to By-Laws of Kalium Chemicals, Ltd.
by stockholder approval dated October 1, 1994

        FURTHER RESOLVED:  That Article VIII of the By-Laws of the Company be
        amended in its entirety to read as follows:

               "These by-laws may be altered, amended or repealed or new
               by-laws may be adopted by the stockholders of the Company at
               any annual or special meeting of the stockholders."

                                      -11-


                                  EXHIBIT B

                                ARTICLE VII.

                              INDEMNIFICATION

        Section 1.  POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS OTHER
THAN THOSE BY OR IN THE RIGHT OF THE CORPORATION.  Subject to Section 3 of
this Article VII, the Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of NOLO CONTENDERE or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

        Section 2.  POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS BY OR
IN THE RIGHT OF THE CORPORATION.  Subject to Section 3 of this Article VII,
the corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation, as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted
in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation; except that no indemnification
shall be made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the corporation unless and
only to the



extent that the Court of Chancery or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper.

        Section 3.  AUTHORIZATION OF INDEMNIFICATION.  Any indemnification
under this Article VII (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth
in Section 1 or Section 2, of this Article VII, as the case may be. Such
determination shall be made (i) by the Board of Directors by a majority vote
of a quorum consisting of directors who were not parties to such action, suit
or proceeding, or (ii) if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (iii) by the stockholders. To the
extent, however, that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding described above, or in defense of any claim, issue
or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith, without the necessity of authorization in the specific case.

        Section 4.  GOOD FAITH DEFINED.  For purposes of any determination
under Section 3 of this Article VII, a person shall be deemed to have acted
in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation, or, with respect to any criminal
action or proceeding, to have had no reasonable cause to believe his conduct
was unlawful, if his action is based on the records or books of account of
the corporation or another enterprise, or on information supplied to him by
the officers of the corporation or another enterprise in the course of their
duties, or on the advice of legal counsel for the corporation or another
enterprise or on information or records given or reports made to the
corporation or another enterprise by an independent certified public
accountant or by an appraiser or other expert selected with reasonable care
by the corporation or another enterprise. The term "another enterprise" as
used in this Section 4 shall mean any other corporation or any partnership,
joint venture, trust or other enterprise of which such person is or was
serving at the request of the corporation as a director, officer, employee or
agent. The provisions of this Section 4 shall not be deemed to be exclusive
or to limit in any way the circumstances in which a person may be deemed to
have met the applicable standard of conduct set forth in Sections 1 or 2 of
this Article VII, as the case may be.



        Section 5.  INDEMNIFICATION BY A COURT.  Notwithstanding any contrary
determination in the specific case under Section 3 of this Article VII, and
notwithstanding the absence of any determination thereunder, any director,
officer, employee or agent may apply to any court of competent jurisdiction
in the State of Delaware for indemnification to the extent otherwise
permissible under Sections 1 and 2 of this Article VII. The basis of such
indemnification by a court shall be a determination by such court that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standards of conduct set
forth in Sections 1 and 2 of this Article VII, as the case may be. Notice of
any application for indemnification pursuant to this Section 5 shall be given
to the corporation promptly upon the filing of such application.

        Section 6.  EXPENSES PAYABLE IN ADVANCE.  Expenses incurred in
defending or investigating a threatened or pending action, suit or proceeding
may be paid by the corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of
the director, officer, employee or agent to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
corporation as authorized in this Article VII. No security shall be required
for such undertaking.

        Section 7.  NON-EXCLUSIVITY OF INDEMNIFICATION AND ADVANCEMENT OF
EXPENSES.  The indemnification and advancement of expenses provided by or
granted pursuant to this Article VII shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of
expenses may be entitled under any by-law, agreement, contract, vote of
stockholders or disinterested directors or pursuant to the direction
(howsoever embodied) of any court of competent jurisdiction or otherwise,
both as to action in his official capacity and as to action in another
capacity while holding such office, it being the policy of the corporation that
indemnification of the persons specified in Sections 1 and 2 of this Article
VII shall be made to the fullest extent permitted by law. The provisions of
this Article VII shall not be deemed to preclude the indemnification of any
person who is not specified in Section 1 or 2 of this Article VII but whom
the corporation has the power of obligation to indemnify under the provisions
of the General Corporation Law of the State of Delaware, or otherwise.

        Section 8.  INSURANCE.  The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out
of his status as such, whether or not the corporation



would have the power or the obligation to indemnify him against such
liability under the provisions of this Article VII.

        Section 9.  MEANING OF "CORPORATION" FOR PURPOSES OF ARTICLE VII.
For purposes of this Article VII, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had the power and authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was serving at
the request of such constituent corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under the provisions of this
Article VII with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.

        Section 10.  SURVIVAL OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES.
 The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of their heirs, executors
and administrators of such a person.

EX-3.II(N)

                                                          Exhibit 3.ii(n)

*Name amended on October 26, 1987 to KCL Holdings, Inc.


                                 BY-LAWS OF

                              S&P U.S., INC.*

                                  ARTICLE I

                                   OFFICES

        SECTION 1.  REGISTERED OFFICE.  The registered office shall be in the
City of Dover, County of Kent, State of Delaware.

        SECTION 2.  OTHER OFFICE.  The corporation may also have offices at
such other places both within and without the State of Delaware as the board
of directors may from time to time determine or the business of the
corporation may require.

                               ARTICLE II
                         MEETINGS OF STOCKHOLDERS

        SECTION 1.  PLACE OF MEETINGS.  All meetings of the stockholders
shall be held at such place as may be fixed from time to time by the board
of directors and stated in the notice of the meeting or in a duly executed
waiver of notice thereof.

        SECTION 2.  ANNUAL MEETING.  An annual meeting of the shareholders
for the purpose of electing directors and for the transaction of such other
business as may come before the meeting shall be held within seventy-five
(75) days after the end of the corporation's fiscal year, unless the board of
directors, not less than ten (10) days prior to any such fixed annual meeting
date, designates another date for such annual meeting, in which event the
annual meeting of shareholders for that year shall be held on the date so
designated. If the day fixed for the annual meeting shall be a Saturday,
Sunday or legal holiday, such meeting shall be held on the next succeeding
business day.

        SECTION 3.  NOTICE OF ANNUAL MEETING.  Written notice of the annual
meeting stating the place, date and hour of the meeting shall be given to
each stockholder entitled to vote at such meeting not less than ten (10) nor
more than sixty (60) days before the date of the meeting.

        SECTION 4.  LIST OF STOCKHOLDERS.  The officer who has charge of the
stock ledger of the corporation shall prepare and make, at least ten (10)
days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arrange in alphabetical order,
and showing the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the



meeting, during ordinary business hours, for a period of at least ten (10)
days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be
held. The list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

        SECTION 5.  SPECIAL MEETINGS OF STOCKHOLDERS.  Special meetings of
the stockholders, for any purpose or purposes, unless otherwise prescribed by
statute or by the certificate of incorporation, may be called by the
president, and shall be called by the president or secretary at the request
in writing of a majority of the board of directors, or at the request in
writing of stockholders owning a majority in amount of the entire capital
stock of the corporation issued and outstanding and entitled to vote. Such
request shall state the purpose or purposes of the proposed meeting.

        SECTION 6.  NOTICE OF SPECIAL MEETINGS OF STOCKHOLDERS.  Written
notice of a special meeting stating the place, date and hour of the meeting
and the purpose or purposes for which the meeting is called, shall be given
not less than ten (10) nor more than sixty (60) days before the date of the
meeting, to each stockholder entitled to vote at such meeting.

        SECTION 7.  BUSINESS AT SPECIAL MEETINGS.  Business transacted at any
special meeting of stockholders shall be limited to the purposes stated in
the notice.

        SECTION 8.  QUORUM.  The holders of a majority of the stock issued
and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided by
statute or by the certificate of incorporation. If, however, such quorum
shall not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented any business may be transacted which might have been
transacted at the meeting as originally notified. If the adjournment is for
more than thirty (30) days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting.

                                      -2-


        SECTION 9.  MAJORITY VOTE.  When a quorum is present at any meeting,
the vote of the holders of a majority of the stock having voting power
present in person or represented by proxy shall decide any question brought
before such meeting, unless the question is one upon which by express
provision of statute or of the certificate of incorporation, a different vote
is required, in which case such express provision shall govern and control
the decision of such question.

        SECTION 10.  PROXIES AND VOTING OF SHARES.  Each stockholder shall,
at every meeting of the stockholders, be entitled to one vote in person or by
proxy for each share of the capital stock having voting power held by such
stockholder, but no proxy shall be voted on after three years from its date,
unless the proxy provides for a longer period.

        SECTION 11.  INFORMAL ACTION BY STOCKHOLDERS.  Any action required to
be taken at any annual or special meeting of stockholders of the corporation,
or any action which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were
present and voted. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to
those stockholders who have not consented in writing.

                                ARTICLE III
                                 DIRECTORS

        SECTION 1.  NUMBER, TENURE AND QUALIFICATIONS.  The number of
directors which shall constitute the whole board shall be not less than two
nor more than fifteen. Thereafter, within the limits above specified, the
directors shall be elected at the annual meeting of the stockholders, and
each director elected shall hold office until his successor is elected and
qualified or until his earlier resignation or removal. Directors need  not be
stockholders.

        SECTION 2.  FILLING OF VACANCIES.  Vacancies and newly created
directorships resulting from any increase in the authorized number of
directors may be filled by a majority of the directors then in office, though
less than a quorum, or by the sole remaining director, and the directors so
chosen shall hold office until the next annual election and until their
successors are duly elected and shall have qualified, or their earlier

                                      -3-


resignation or removal. If there are no directors in office, then an election of
directors may be held in the manner provided by statute.

        SECTION 3.  GENERAL POWERS.   The business of the corporation shall be
managed by or under the direction of the board of directors which may exercise
all such powers of the corporation and do all such lawful acts as are not by
statute or by the certificate of incorporation or by these by-laws directed or
required to be exercised or done by the stockholders.

                   MEETINGS OF THE BOARD OF DIRECTORS

        SECTION 4.  PLACE OF MEETINGS.  The board of directors of the
corporation may hold meetings, both regular and special, either within or
without the State of Delaware.

        SECTION 5.  FIRST MEETING OF NEW BOARD.  The first meeting of each newly
elected board of directors shall be held at such time and place as shall be
fixed by the vote of the stockholders at the annual meeting and no notice of
such meeting shall be necessary to the newly elected directors in order legally
to constitute the meeting, provided a quorum shall be present. In the event of
the failure of the stockholders to fix the time or place of such first meeting
of the newly elected board of directors, or in the event such meeting is not
held at the time and place so fixed by the stockholders, the meeting may be held
at such time and place as shall be specified in a notice given as hereinafter
provided for special meetings of the board of directors, or as shall be
specified in a written waiver of notice signed by all of the directors.

        SECTION 6.  REGULAR MEETINGS.  Regular meetings of the board of
directors may be held without notice at such time and at such place as shall
from time to time be determined by the board.

        SECTION 7.  SPECIAL MEETINGS.  Special meetings of the board may be
called by the president on two (2) days' notice to each director, either
personally or by mail or by telegram; special meetings shall be called by the
president in like manner and on like notice on the written request of two or
more directors.

        SECTION 8.  QUORUM.  At all meetings of the board a majority of the
total number of directors shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the board of directors, except as
may be otherwise specifically provided by statute or by the certificate of
incorporation. If a quorum shall not be present at any meeting of the


                                      -4-


board of directors the directors present thereat may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present.

        SECTION 9.  INFORMAL ACTION.  Unless otherwise restricted by the
certificate of incorporation or these by-laws, any action required or permitted
to be taken at any meeting of the board of directors or of any committee thereof
may be taken without a meeting, if all members of the board or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the board or committee.

                       COMPENSATION OF DIRECTORS

        SECTION 10.  IN GENERAL.  The directors may be paid their expenses, if
any, of attendance at each meeting of the board of directors and may be paid a
fixed sum for attendance at each meeting of the board of directors or a stated
salary as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                                 ARTICLE IV
                                   NOTICES

        SECTION 1.  IN GENERAL.  Whenever, under the provisions of the statutes
or of the certificate of incorporation or of these by-laws, notice is required
to be given to any director or stockholder, it shall not be construed to mean
personal notice, but such notice may be given in writing, by mail, addressed to
such director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.

        SECTION 2.  WAIVER OF NOTICE.  Whenever any notice is required to be
given under the provisions of the statutes or of the certificate of
incorporation or of these by-laws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.


                                     -5-


                                ARTICLE V
                                 OFFICERS

        SECTION 1.  NUMBER AND TITLE.  The officers of the corporation shall be
chosen by the board of directors and shall be a chairman of the board, vice
chairman of the board, president, a vice-president, a secretary and a treasurer.
The board of directors may also choose additional vice-presidents and one or
more assistant secretaries and assistant treasurers. Any number of offices may
be held by the same person, unless the certificate of incorporation or these
by-laws otherwise provide.

        SECTION 2.  ELECTION AND QUALIFICATION.  The board of directors at its
first meeting after each annual meeting of stockholders shall choose a chairman
of the board, a president, one or more vice-presidents, a secretary and a
treasurer.

        SECTION 3.  APPOINTMENT OF ADDITIONAL OFFICERS.  The board of directors
may appoint such other officers and agents as it shall deem necessary who shall
hold their offices for such terms and shall exercise such powers and perform
such duties as shall be determined from time to time by the board.

        SECTION 4.  COMPENSATION.  The salaries of all officers and agents of
the corporation shall be fixed by the board of directors.

        SECTION 5.  TERM OF OFFICE, REMOVAL AND VACANCIES.  The officers of the
corporation shall hold office until their successors are chosen and qualify. Any
officer elected or appointed by the board of directors may be removed at any
time by the affirmative vote of a majority of the board of directors. Any
vacancy occurring in any office of the corporation may be filled by the board of
directors.

        SECTION 6.  THE CHAIRMAN OF THE BOARD.  The chairman of the board shall
be the chief executive officer of the corporation and shall have the general
direction of the affairs of the corporation, except as otherwise prescribed by
the board of directors. He shall preside at all meetings of the stockholders, of
the board of directors and of the executive committee, if any, and shall
designate the acting secretary for such meetings to take the minutes thereof for
delivery to the secretary. He may execute contracts in the name of the
corporation and appoint and discharge agents and employees of the corporation.
The chairman of the board shall be ex-officio a member of all committees.

        SECTION 7.  THE VICE CHAIRMAN OF THE BOARD.  In the absence of the
chairman of the board, or in the event of his inability or refusal to act, the
vice chairman shall perform the


                                       -6-


duties of the chairman, and when so acting, shall have all the powers of and
be subject to all the restrictions upon the chairman. The vice chairman shall
perform such other duties and have such other powers as the board of
directors may from time to time prescribe.

        SECTION 8.  THE PRESIDENT.  The president shall be the chief
operating officer of the corporation, and as such shall direct the operations
of the corporation. He shall assume such other duties as the board of
directors may assign to him from time to time. In the absence or incapacity
of the chairman of the board and vice chairman of the board, he shall perform
all duties and functions of the chairman of the board. He may sign, with the
secretary, assistant secretary, treasurer or assistant treasurer,
certificates for shares of the corporation, and may sign any policies, deeds,
mortgages, bonds, contracts, or other instruments which the board of
directors have authorized to be executed except in cases where the signing
and execution thereof shall be expressly delegated by the board of directors
or by these by-laws to some other officer or agent of the corporation, or
shall be required by law to be otherwise signed or executed; appoint and
discharge agents and employees of the corporation, and in general, shall
perform all duties incident to the office of president. The president shall
be ex-officio a member of all committees.

        SECTION 9.  THE VICE-PRESIDENT.  In the absence of the president or
in the event of his inability or refusal to act, and in the absence of the
chairman of the board and vice chairman of the board or in the event of their
inability or refusal to perform the duties of the president, the
vice-president (or in the event there be more than one vice-president, the
vice-presidents in the order designated, or in the absence of any
designation, then in the order of their election) shall perform the duties of
the president, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the president. The vice-presidents shall
perform such other duties and have such other powers as the board of
directors may from time to time prescribe.

        SECTION 10.  THE SECRETARY.  The secretary shall attend all meetings
of the board of directors and all meetings of the stockholders and record all
the proceedings of the meetings of the corporation and of the board of
directors in a book to be kept for that purpose and shall perform like duties
for the standing committees when required. He shall give, or cause to be
given, notice of all meetings of the stockholders and special meetings of the
board of directors, and shall perform such other duties as may be prescribed
by the board of directors or president, under whose supervision he shall be.
He shall have custody

                                     -7-


of the corporate seal of the corporation and he, or an assistant secretary,
shall have authority to affix the same to any instrument requiring it and
when so affixed, it may be attested by his signature or by the signature of
such assistant secretary. The board of directors may give general authority
to any other officer to affix the seal of the corporation and to attest the
affixing by his signature.

        SECTION 11.  ASSISTANT SECRETARIES.  The assistant secretary, or if
there be more than one, the assistant secretaries in the order determined by
the board of directors (or if there be no such determination, then in the
order of their election) shall, in the absence of the secretary or in the
event of his inability or refusal to act, perform the duties and exercise the
powers of the secretary and shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

        SECTION 12.  THE TREASURER.  The treasurer shall have the custody of
the corporate funds and securities and shall keep full and accurate accounts
of receipts and disbursements in books belonging to the corporation and shall
deposit all moneys and other valuable effects in the name and to the credit
of the corporation in such depositories as may be designated by the board of
directors. He shall disburse the funds of the corporation as may be ordered
by the board of directors, taking proper vouchers for such disbursements, and
shall render to the president and the board of directors, at its regular
meetings, or when the board of directors so requires, an account of all his
transactions as treasurer and of the financial condition of the corporation.

        SECTION 13.  BOND.  If required by the board of directors, he shall
give the corporation a bond (which shall be renewed every six (6) years) in
such sum and with such surety or sureties as shall be satisfactory to the
board of directors for the faithful performance of the duties of his office
and for the restoration to the corporation, in case of his death,
resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property or whatever kind in his possession or
under his control belonging to the corporation.

        SECTION 14.  ASSISTANT TREASURERS.  The assistant treasurer, or if
there shall be more than one, the assistant treasurers in the order
determined by the board of directors (or if there be no such determination,
then in the order of their election), shall, in the absence of the treasurer
or in the event of his inability or refusal to act, perform the duties and
exercise the powers of the treasurer and shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe.

                                       -8-


                                    ARTICLE VI
                              STOCK AND STOCKHOLDERS

        SECTION 1.  CERTIFICATE OF STOCK.  Every holder of stock in the
corporation shall be entitled to have a certificate, signed by, or in the
name of the corporation by the chairman, vice chairman, president or a vice
president and the treasurer or an assistant treasurer, or the secretary or an
assistant secretary of the corporation, certifying the number of shares owned
by him in the corporation.

        SECTION 2.  CLASSES AND SERIES.  If the corporation shall be
authorized to issue more than one class of stock or more than one series of
any class, the designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights shall be set forth in full or summarized on the face or back of the
certificate which the corporation shall issue to represent such class or
series of stock, provided that, except as otherwise provided in Section 202
of the General Corporation Law of Delaware, in lieu of the foregoing
requirements, there may be set forth on the face or back of the certificate
which the corporation shall issue to represent such class or series of stock,
a statement that the corporation will furnish without charge to each
stockholder who so requests the designations, preferences and relative,
participating, optional or other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.

        SECTION 3.  SIGNATURES.  Where a certificate is countersigned (i) by
a transfer agent other than the corporation or its employee, or (ii) by a
registrar other than the corporation or its employee, any of or all the
signatures of the officers of the corporation may be a facsimile. In case any
officer who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be an officer before such certificate is
issued, it may be issued by the corporation with the same effect as if he
were such officer at the date of issue.

        SECTION 4.  LOST CERTIFICATES.  The board of directors may direct a
new certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of the fact by the
person claiming the certificate of stock to be lost, stolen or destroyed.
When authorizing such issue of a new certificate or certificates, the board
of directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate or

                                      -9-


certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or to give the corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.

        SECTION 5.  TRANSFERS OF STOCK.  Upon surrender to the corporation or
the transfer agent of the corporation of a certificate for shares duly endorsed
or accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

        SECTION 6.  FIXING RECORD DATE.  In order that the corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the board of directors may fix, in
advance, a record date, which shall not be more than sixty (60) nor less than
ten (10) days before the date of such meeting, nor more than sixty (60) days
prior to any other action. A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting; provided, however, that the board of directors may fix a new
record date for the adjourned meeting.

        SECTION 7.  REGISTERED STOCKHOLDERS.  The corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the laws of Delaware.

                                ARTICLE VII

                    replaced by amendment dated 5/23/91


                                      -10-


                                ARTICLE VIII
                                 AMENDMENTS

        These by-laws may be altered, amended, or repealed or new by-laws may be
adopted by the board of directors at any regular meeting of the board of
directors or at any special meeting of the board of directors.


                                      -11-


                                                By amendment dated 5/23/91

                                  EXHIBIT B

                               ARTICLE VII.

                              INDEMNIFICATION

        Section 1.  POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS OTHER
THAN THOSE BY OR IN THE RIGHT OF THE CORPORATION.  Subject to Section 3 of this
Article VII, the Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of NOLO CONTENDERE or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

        Section 2.  POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS BY OR IN
THE RIGHT OF THE CORPORATION.  Subject to Section 3 of this Article VII, the
corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation; except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the



extent that the Court of Chancery or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper.

        Section 3.  AUTHORIZATION OF INDEMNIFICATION.  Any indemnification
under this Article VII (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth
in Section 1 or Section 2, of this Article VII, as the case may be. Such
determination shall be made (i) by the Board of Directors by a majority vote
of a quorum consisting of directors who were not parties to such action, suit
or proceeding, or (ii) if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (iii) by the stockholders. To the
extent, however, that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding described above, or in defense of any claim, issue
or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith, without the necessity of authorization in the specific case.

        Section 4.  GOOD FAITH DEFINED.  For purposes of any determination
under Section 3 of this Article VII, a person shall be deemed to have acted
in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation, or, with respect to any criminal
action or proceeding, to have had no reasonable cause to believe his conduct
was unlawful, if his action is based on the records or books of account of
the corporation or another enterprise, or on information supplied to him by
the officers of the corporation or another enterprise in the course of their
duties, or on the advice of legal counsel for the corporation or another
enterprise or on information or records given or reports made to the
corporation or another enterprise by an independent certified public
accountant or by an appraiser or other expert selected with reasonable care
by the corporation or another enterprise. The term "another enterprise" as
used in this Section 4 shall mean any other corporation or any partnership,
joint venture, trust or other enterprise of which such person is or was
serving at the request of the corporation as a director, officer, employee or
agent. The provisions of this Section 4 shall not be deemed to be exclusive
or to limit in any way the circumstances in which a person may be deemed to
have met the applicable standard of conduct set forth in Sections 1 or 2 of
this Article VII, as the case may be.



        Section 5.  INDEMNIFICATION BY A COURT.  Notwithstanding any contrary
determination in the specific case under Section 3 of this Article VII, and
notwithstanding the absence of any determination thereunder, any director,
officer, employee or agent may apply to any court of competent jurisdiction
in the State of Delaware for indemnification to the extent otherwise
permissible under Sections 1 and 2 of this Article VII. The basis of such
indemnification by a court shall be a determination by such court that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standards of conduct set
forth in Sections 1 and 2 of this Article VII, as the case may be. Notice of
any application for indemnification pursuant to this Section 5 shall be given
to the corporation promptly upon the filing of such application.

        Section 6.  EXPENSES PAYABLE IN ADVANCE.  Expenses incurred in
defending or investigating a threatened or pending action, suit or proceeding
may be paid by the corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of
the director, officer, employee or agent to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
corporation as authorized in this Article VII. No security shall be required
for such undertaking.

        Section 7.  NON-EXCLUSIVITY OF INDEMNIFICATION AND ADVANCEMENT OF
EXPENSES.  The indemnification and advancement of expenses provided by or
granted pursuant to this Article VII shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of
expenses may be entitled under any by-law, agreement, contract, vote of
stockholders or disinterested directors or pursuant to the direction
(howsoever embodied) of any court of competent jurisdiction or otherwise,
both as to action in his official capacity and as to action in another
capacity while holding such office, it being the policy of the corporation that
indemnification of the persons specified in Sections 1 and 2 of this Article
VII shall be made to the fullest extent permitted by law. The provisions of
this Article VII shall not be deemed to preclude the indemnification of any
person who is not specified in Section 1 or 2 of this Article VII but whom
the corporation has the power of obligation to indemnify under the provisions
of the General Corporation Law of the State of Delaware, or otherwise.

        Section 8.  INSURANCE.  The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the corporation



would have the power or the obligation to indemnify him against such
liability under the provisions of this Article VII.

        Section 9.  MEANING OF "CORPORATION" FOR PURPOSES OF ARTICLE VII.
For purposes of this Article VII, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had the power and authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was serving at
the request of such constituent corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under the provisions of this
Article VII with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.

        Section 10.  SURVIVAL OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES.
The indemnification and advancement of expenses provided by, or granted pursuant
to, this section shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person.

EX-3.II(O)

                                                             Exhibit 3.ii(o)

                                     BY-LAWS

                                      -of-

                                   NAMSCO INC.
                        (herein called the "Corporation")

                                     -oo0oo-

                                    ARTICLE I

                                  STOCKHOLDERS

         SECTION 1.01. ANNUAL MEETING. The Board of Directors by resolution
shall designate the time, place and date (which shall be, in the case of the
first annual meeting, not more than 13 months after the organization of the
Corporation and, in the case of all other annual meetings, not more than 13
months after the date of the last annual meeting) of the annual meeting of
the stockholders for the election of directors and the transaction of such
other business as may come before it.

         SECTION 1.02. SPECIAL MEETINGS. Special meetings of the
stockholders, for any purpose or purposes, may be called at any time by the
Chairman, the Vice-Chairman, the President, any Vice-President, the Treasurer
or the Secretary or by resolution of the Board of Directors and shall be
called by the Secretary upon receipt by the Secretary of a request to the
Corporation in



writing signed by the holders of at least 35% of the Common Stock of the
Corporation then outstanding. Special meetings of stockholders shall be held
at such place, within or without the State of Delaware, as shall be fixed by
the person or persons calling the meeting and stated in the notice or waiver
of notice of the meeting.

         SECTION 1.03. NOTICE OF MEETINGS OF STOCKHOLDERS, Whenever
stockholders are required or permitted to take any action at a meeting,
written notice of the meeting shall be given (unless that notice shall be
waived or unless the meeting is to be dispensed with in accordance with the
provisions of the General Corporation Law of the State of Delaware) which
shall state the place, date and hour of the meeting and, in the case of a
special meeting, the purpose or purposes for which the meeting is called. The
written notice of any meeting shall be given, personally or by mail, not less
than ten nor more than sixty days before the date of the meeting to each
stockholder entitled to vote at such meeting. If mailed, such notice is given
when deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the Corporation.

         When a meeting is adjourned to another time or place, notice need
not be given of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken. At the adjourned
meeting the Corporation may transact any business Which might have been
transacted at the

                                      -2-



original meeting. If the adjournment is for more than thirty days, or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.

         SECTION 1.04. QUORUM. At all meetings of the stockholders, the
holders of one-third of the stock issued and outstanding and entitled to vote
thereat, present in person or by proxy, shall constitute a quorum for the
transaction of any business.

         When a quorum is once present to organize a meeting, it is not
broken by the subsequent withdrawal of any stockholders.

         The stockholders present may adjourn the meeting despite the absence
of a quorum and at any such adjourned meeting at which the requisite amount
of voting stock shall be represented, the Corporation may transact any
business which might have been transacted at the original meeting had a
quorum been there present.

         SECTION 1.05. METHOD OF VOTING. The vote upon any question before
the meeting need not be by ballot. All elections and all other questions
shall be decided by a plurality of the votes cast, at a meeting at which a
quorum is present, except as expressly provided otherwise by the General
Corporation Law of the State of Delaware or the Certificate of Incorporation.

                                      -3-



         SECTION 1.06. VOTING RIGHTS OF STOCKHOLDERS AND PROXIES. Each
stockholder of record entitled to vote in accordance with the laws of the
State of Delaware, the Certificate of Incorporation or these By-Laws, shall
at every meeting of the stockholders be entitled to one vote in person or by
proxy for each share of stock entitled to vote standing in his name on the
books of the Corporation, but no proxy shall be voted on after three years
from its date, unless the proxy provides for a longer period.

         SECTION 1.07. OWNERSHIP OF ITS OWN STOCK. Shares of its own capital
stock belonging to the Corporation or to another corporation, if a majority
of the shares entitled to vote in the election of directors of such other
corporation is held, directly or indirectly, by the Corporation, shall
neither be entitled to vote nor be counted for quorum purposes. Nothing in
this section shall be construed as limiting the right of any corporation to
vote stock, including but not limited to its own stock, held by it in a
fiduciary capacity.

         SECTION 1.08. VOTING BY FIDUCIARIES AND PLEDGORS. Persons holding
stock in a fiduciary capacity shall be entitled to vote the shares so held.
Persons whose stock is pledged shall be entitled to vote, unless in the
transfer by the pledgor on the books of the Corporation he has expressly
empowered the pledges to vote thereon, in which case only the pledgee, or his
proxy, may represent such stock and vote thereon.

                                      -4-



         If shares or other securities having voting power stand of record in
the names of two or more persons, whether fiduciaries, members of a
partnership, joint tenants, tenants in common, tenants by the entirety or
otherwise, or if two or more persons have the same fiduciary relationship
respecting the same shares, unless the Secretary of the Corporation is given
written notice to the contrary and is furnished with a copy of the instrument
or order appointing them or creating the relationship wherein it is so
provided, their acts with respect to voting shall have the following effect:

         (1) If only one votes, his act binds all;

         (2) If more than one vote, the act of the majority so voting binds
all;

         (3) If more than one vote, but the vote is evenly split on any
particular matter, each faction may vote the securities in question
proportionally, or any person voting the shares, or a beneficiary, if any,
may apply to the Court of Chancery or such other court as may have
jurisdiction to appoint an additional person to act with the persons so
voting the shares, which shall then be voted as determined by a majority of
such persons and the person appointed by the Court. If the instrument so
filed shows that any such tenancy is held in unequal interests, a majority or
even-split for the purpose of this subsection shall be a majority or
even-split in interest.

         SECTION 1.09. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF
RECORD. In order to determine the stockholders

                                      -5-



(i) entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or (ii) entitled to express consent to corporate action
in writing without a meeting, or (iii) entitled to receive payment of any
dividend or other distribution or allotment of any rights, or (iv) entitled
to exercise any rights in respect of any change, conversion or exchange of
stock, or (v) for the purpose of any other lawful action, the Board of
Directors may fix, in advance, a record date, which shall not be more than
sixty nor less than ten days before the date of such meeting, nor more than
sixty days prior to any other action. If no record date is fixed by the Board
of Directors, the record date shall be determined in accordance with the
provisions of the General Corporation Law of the State of Delaware.

         SECTION 1.10. LIST OF STOCKHOLDERS. The officer who has charge of
the stock ledger of the Corporation shall prepare and make, at least ten days
before every meeting of the stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing
the address of each stockholder and the number of shares registered in the
name of each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting, either at a
place within the city where the meeting is to be held (which place shall be
specified in the notice of the meeting or, if not

                                      -6-



so specified, at the place where said meeting is to be held), and the list
shall be produced and kept at the time and place of the meeting during the
whole time thereof, and may be inspected by any stockholder who may be
present. Upon the willful neglect or refusal of the directors to produce such
a list at any meeting for the election of directors, they shall be ineligible
for election to any office at such meeting.

         SECTION 1.11. STOCKHOLDER'S RIGHT OF INSPECTION. Stockholders of
record, in person or by attorney or other agent, shall have the right, upon
written demand under oath stating the purpose thereof, during the usual hours
for business to inspect for any proper purpose the Corporation's stock
ledger, a list of its stockholders, and its other books and records, and to
make copies or extracts therefrom. A proper purpose shall mean a purpose
reasonably related to such person's interest as a stockholder. In every
instance where an attorney or other agent shall be the person who seeks the
right to inspection, the demand under oath shall be accompanied by a power of
attorney or such other writing which authorizes the attorney or other agent
to so act on behalf of the stockholder. The demand under oath shall be
directed to the Corporation at its registered office in this State or at its
principal place of business.

         The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by
Section 1.10 or the books of the Corporation, or to vote in person or by
proxy at any meeting of the stockholders.

                                      -7-



                                   ARTICLE II

                                    DIRECTORS

         SECTION 2.01. MANAGEMENT OF BUSINESS. The business of the
Corporation shall be managed by its Board of Directors.

         The Board of Directors, in addition to the powers and authority
expressly conferred upon it herein, by statute, by the Certificate of
Incorporation of the Corporation or otherwise, is hereby empowered to
exercise all such powers as may be exercised by the Corporation, except as
expressly provided otherwise by the statutes of the State of Delaware, by the
Certificate of Incorporation of the Corporation or by these By-Laws.

         Without prejudice to the generality of the foregoing, the Board of
Directors, by resolution or resolutions, may create and issue, whether or not
in connection with the issue and sale of any shares of stock or other
securities of the Corporation, rights or options entitling the holders
thereof to purchase from the Corporation any shares of its capital stock of
any class or classes or any other securities of the Corporation, such rights
or options to be evidenced by or in such instrument or instruments as shall
be approved by the Board of Directors. The terms upon which, including the
time or times, which may be limited or unlimited in duration, at or within
which, and the price or prices at which, any such rights or options may be
issued and any such shares or other securities may be purchased from the
Corporation upon the exercise of any such right or option shall be such as
shall be fixed and stated in the

                                      -8-



resolution or resolutions adopted by the Board of Directors providing for the
creation and issue of such rights or options, and, in every case, set forth
or incorporated by reference in the instrument or instruments evidencing such
rights or options. In the absence of actual fraud in the transaction, the
judgment of the directors as to the consideration for the issuance of such
rights or options and the sufficiency thereof shall be conclusive. In case
the shares of stock of the Corporation to be issued upon the exercise of such
rights or options shall be shares having a par value, the price or prices so
to be received therefor shall not be less than the par value thereof. In case
the shares of stock so to be issued shall be shares of stock without par
value, the consideration therefor shall be determined in the manner provided
in Section 153 of the General Corporation Law of the State of Delaware.

         SECTION 2.02. QUALIFICATIONS AND NUMBER OF DIRECTORS. Directors need
not be stockholders. Subject to the rights of the holders of the
Corporation's Preferred Stock and Junior Preferred Stock as set forth in the
Certificate of Incorporation of the Corporation, the number of directors
which shall constitute the whole Board shall be five, but this number may be
increased and subsequently again from time to time increased or decreased by
an amendment to these By-Laws but in no case shall the number be less than
three or more than seven.

                                      -9-



         SECTION 2.03. ELECTION AND TERM. The directors shall be elected at
the annual meeting of the stockholders, and each director shall be elected to
hold office until his successor shall be elected and qualified, or until his
earlier resignation or removal.

         SECTION 2.04. RESIGNATIONS. Any director of the Corporation may
resign at any time by giving written notice to the Corporation. Such
resignation shall take effect at the time specified therein, if any, or if no
time is specified therein, then upon receipt of such notice by the
Corporation; and, unless otherwise provided therein, the acceptance of such
resignation shall not be necessary to make it effective.

         SECTION 2.05. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Subject to
the rights of the holders of the Corporation's Preferred Stock and Junior
Preferred Stock as set forth in the Certificate of Incorporation of the
Corporation, vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole
remaining director, and the directors so chosen shall hold office until their
successors shall be elected and qualified, or until their earlier resignation
or removal, provided, however, that the stockholders removing any director
may at the same meeting fill the vacancy caused by such removal, and provided
further that if the directors fail to fill any such

                                      -10-



vacancy, the stockholders may at any special meeting called for such purpose,
by written consent or otherwise, fill such vacancy. When one or more
directors shall resign from the Board, effective at a future date, a majority
of the directors then in office, including those who have so resigned, shall
have power to fill such vacancy or vacancies, the vote thereon to take effect
when such resignation or resignations shall become effective, and each
director so chosen shall hold office as herein provided in the filling of
other vacancies.

         SECTION 2.06. QUORUM OF DIRECTORS. At all meetings of the Board of
Directors, three or-more directors shall constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors, except as provided in Section 2.05 hereof.

         A majority of the directors present, whether or not a quorum is
present, may adjourn any meeting of the directors to another time and place.
Notice of any adjournment need not be given if such time and place are
announced at the meeting.

         SECTION 2.07. ANNUAL MEETING. The newly elected Board of Directors
shall meet immediately following the adjournment of the annual meeting of
stockholders in each year at the same place, within or without the State of
Delaware, and no notice of such meeting shall be necessary.

                                      -11-



         SECTION 2.08. REGULAR MEETINGS. Regular meetings of the Board of
Directors may be held at such time and place, within or without the State of
Delaware, as shall from time to time be fixed by the Board and no notice
thereof shall be necessary.

         SECTION 2.09. SPECIAL MEETINGS. Special meetings may be called at
any time by the Chairman, or by any two members of the Board of Directors.
Special meetings shall be held at such place, within or without the State of
Delaware, as shall be fixed by the person or persons calling the meeting and
stated in the notice or waiver of notice of the meeting.

         Special meetings of the Board of Directors shall be held upon notice
to the directors or waiver thereof.

         Unless waived, notice of each special meeting of the directors,
stating the time and place of the meeting, shall be given to each director by
delivered letter, by telegram or by personal communication either over the
telephone or otherwise, in each such case not later than the second day prior
to the meeting, or by mailed letter deposited in the United States mail with
postage thereon prepaid not later than the seventh day prior to the meeting.
Notices of special meetings of the Board of Directors and waivers thereof
need not state the purpose or purposes of the meeting.

         SECTION 2.10. ACTION WITHOUT A MEETING. Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a

                                      -12-



meeting if all members of the Board or committee, as the case may be, consent
thereto in a writing or writings and the writing or writings are filed with
the minutes of proceedings of the Board or committee.

         SECTION 2.11. COMPENSATION. Directors shall receive such fixed sums
and expenses of attendance for attendance at each meeting of the Board or of
any committee and/or such salary as may be determined from time to time by
the Board of Directors; provided that nothing herein contained shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.

         SECTION 2.12. EXECUTIVE COMMITTEE. The Board of Directors may not,
by resolution or otherwise, permit the formation of an Executive Committee.

                                   ARTICLE III

                                    OFFICERS

         SECTION 3.01. NUMBER. The officers of the Corporation shall be
chosen by the Board of Directors. The officers shall be a Chairman, a
Vice-Chairman, a President, a Secretary and a Treasurer, and such number of
Vice-Presidents, Assistant Secretaries and Assistant Treasurers, and such
other officers, if any, as the Board may from time to time determine. The
Board may choose such other agents as it shall deem necessary. Any number of
offices may be held by the same person.

                                      -13-



         SECTION 3.02. TERMS OF OFFICE. Each officer shall hold his office
until his successor is chosen and qualified or until his earlier resignation
or removal. Any officer may resign at any time upon written notice to the
Corporation.

         SECTION 3.03. REMOVAL. Any officer may be removed from office at any
time by the Board of Directors with or without cause.

         SECTION 3.04. AUTHORITY. The Secretary shall record all of the
proceedings of the meetings of the stockholders and directors in a book to be
kept for that purpose, and shall have the authority, perform the duties and
exercise the powers in the management of the Corporation usually incident to
the office held by him, and/or such other authority, duties and powers as
may be assigned to him from time to time by the Board of Directors, the
Chairman, the Vice-Chairman or the President. The other officers, and agents,
if any, shall have the authority, perform the duties and exercise the powers
in the management of the Corporation usually incident to the offices held by
them, respectively, and/or such other authority, duties and powers as may be
assigned to them from time to time by the Board of Directors or (except in
the case of the Chairman, the ViceChairman or the President, as appropriate)
by the Chairman, the Vice-Chairman or the President.

         SECTION 3.05. VOTING SECURITIES OWNED BY THE CORPORATION. Powers of
attorney, proxies, waivers of notice of

                                      -14-



meeting, consents and other instruments relating to securities owned by the
Corporation may be executed in the name of and on behalf of the Corporation
by the Chairman, the Vice-Chairman, the President or any Vice-President and
any such officer may, in the name of and on behalf of the Corporation, take
all such action as any such officer may deem advisable to vote in person or
by proxy at any meeting of security holders of any corporation in which the
Corporation may own securities and at any such meeting shall possess and may
exercise any and all rights and powers incident to the ownership of such
securities and which, as the owner thereof, the Corporation might have
exercised and possessed if present. The Board of Directors may, by
resolution, from time to time confer like powers upon any other person or
persons.

                                   ARTICLE IV

                                  CAPITAL STOCK

         SECTION 4.01. STOCK CERTIFICATES. Every holder of stock in the
Corporation shall be entitled to have a certificate signed by, or in the name
of the Corporation by, the Chairman or Vice-Chairman of the Board of
Directors, or the President or a Vice-President, and by the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary, of the
corporation, certifying the number of shares owned by him in the Corporation.
Where such certificate is signed (1) by a transfer agent other than the
Corporation or its employee, or (2) by a registrar other than the Corporation
or its employee, the signatures of the

                                      -15-



officers of the Corporation may be facsimiles. In case any officer who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer before such certificate is issued, it may be
issued by the Corporation with the same effect as if he were such officer at
the date of issue.

         SECTION 4.02. TRANSFERS. Stock of the Corporation shall be
transferable in the manner prescribed by the laws of the State of Delaware.

         SECTION 4.03. REGISTERED HOLDERS. Prior to due presentment for
registration of transfer of any security of the Corporation in registered
form, the Corporation shall treat the registered owner as the person
exclusively entitled to vote, to receive notifications and to otherwise
exercise all the rights and powers of an owner, and shall not be bound to
recognize any equitable or other claim to, or interest in, any security,
whether or not the Corporation shall have notice thereof, except as otherwise
provided by the laws of the State of Delaware.

         SECTION 4.04. NEW CERTIFICATES.The Corporation shall issue a new
certificate of stock in the place of any certificate theretofore issued by
it, alleged to have been lost, stolen or destroyed, if the owner: (1) so
requests before the Corporation has notice that the shares of stock
represented by that certificate have been acquired by a bona fide purchaser;
(2) files with the Corporation a bond sufficient (in the judgment of

                                      -16-



the directors) or with respect to institutional investors an agreement, to
indemnify the Corporation against any claim that may be made against it on
account of the alleged loss or theft of that certificate or the issuance of a
new certificate; and (3) satisfies any other requirements imposed by the
directors that are reasonable under the circumstances. A new certificate may
be issued without requiring any bond when, in the judgment of the directors,
it is proper so to do.

                                   ARTICLE V

                                INDEMNIFICATION

         SECTION 5.01. The Corporation shall indemnify its officers,
directors, employees and agents to the fullest extent permitted by the
General Corporation Law of Delaware and Article SIXTH of the Certificate of
Incorporation of the Corporation.

                                   ARTICLE VI

                                 MISCELLANEOUS

         SECTION 6.01. OFFICES. The registered office of the Corporation in
the State of Delaware shall be at Corporation Trust Center, 1209 Orange
Street, Wilmington, Delaware 19801. The Corporation may also have offices at
other places within and/or without the State of Delaware.

         SECTION 6.02. SEAL.The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its incorporation and the words
"Corporate Seal Delaware."

                                      -17-



         SECTION 6.03. Checks. All checks or demands for money shall be
signed by such person or persons as the Board of Directors may from time to
time determine.

         SECTION 6.04. FISCAL YEAR. The fiscal year shall begin the first day
after the last Saturday in March and shall end on the last Saturday in March.

         SECTION 6.05. WAIVERS OF NOTICE; DISPENSING WITH NOTICE. Whenever
any notice whatever is required to be given under the provisions of the
General Corporation Law of the State of Delaware, of the Certificate of
Incorporation of the Corporation, or of these By-Laws, a waiver thereof in
writing, signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed equivalent thereto.
Neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the stockholders need be specified in any written waiver
of notice.

         Attendance of a person at a meeting of stockholders shall constitute
a waiver of notice of such meeting, except when the stockholder attends a
meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not
lawfully called or convened.

         Whenever any notice whatever is required to be given under the
provisions of the General Corporation Law of the State of Delaware, of the
Certificate of Incorporation of the

                                      -18-



Corporation, or of these By-Laws, to any person with whom communication is
made unlawful by any law of the United States of America, or by any rule,
regulation, proclamation or executive order issued under any such law, then
the giving of such notice to such person shall not be required and there
shall be no duty to apply to any governmental authority or agency for a
license or permit to give such notice to such person; and any action or
meeting which shall be taken or held without notice to any such person or
without giving or without applying for a license or permit to give any such
notice to any such person with whom communication is made unlawful as
aforesaid, shall have the same force and effect as if such notice had been
given as provided under the provisions of the General Corporation Law of the
State of Delaware, or under the provisions of the Certificate of
Incorporation of the Corporation or of these By-Laws. In the event that the
action taken by the Corporation is such as to require the filing of a
certificate under any of the other sections of this title, the certificate
shall state, if such is the fact and if notice is required, that notice was
given to all persons entitled to receive notice except such persons with whom
communication is unlawful.

         SECTION 6.06. LOANS TO AND GUARANTEES OF OBLIGATIONS OF EMPLOYEES
AND OFFICERS. The Corporation may lend money to or guaranty any obligation
of, or otherwise assist any officer or other employee of the Corporation or
of a subsidiary, including any officer or employee who is a director of the
Corporation or a

                                      -19-



subsidiary, whenever, in the judgment of the Board of Directors, such loan,
guaranty or assistance may reasonably be expected to benefit the Corporation.
The loan, guaranty or other assistance may be with or without interest, and
may be unsecured, or secured in such manner AS the Board of Directors shall
approve, including, without limitation, a pledge of shares of stock of the
Corporation. Nothing in this Section contained shall be deemed to deny, limit
or restrict the powers of guaranty or warranty of the Corporation at common
law or under any other statute.

         SECTION 6.07. AMENDMENT OF BY-LAWS. These By-Laws may be altered,
amended or repealed at any meeting of the Board of Directors.

         SECTION 6.08. SECTION HEADINGS AND STATUTORY REFERENCES. The
headings of the Articles and Sections of these By-Laws, and the references in
brackets to relevant sections of the General Corporation Law of the State of
Delaware, have been inserted for convenience of reference only and shall not
be deemed to be a part of these By-Laws.

                                      -20-



                         NAMSCO INC. BOARD OF DIRECTORS

D. George Harris
Anthony J. Petrocelli
Michael R. Boyce
James T. Beale, Jr.
Fred W. Broling




                              NAMSCO INC. OFFICERS

D. George Harris
          Chairman of the Board and
          Chief Executive Officer

Anthony J. Petrocelli
          Vice Chairman and
          Assistant Secretary

Michael R. Boyce
          President and Chief Operating Officer

John H. Blankley
          Chief Financial Officer

Richard J. Nick
          Senior Vice President, Treasurer and
          Assistant Secretary

Donald G. Kilpatrick
          Vice President, General Counsel
          and Secretary

Susan E. Day
          Assistant Treasurer and
          Assistant Secretary

Philip M. Burright
          Assistant Secretary

EX-3.II(P)

                                                              EXHIBIT 3.ii(p)


                             THE VIGORO CORPORATION

                          AMENDED AND RESTATED BY-LAWS

                                    ARTICLE I

                                 As Amended by consent of directors on 10/17/96.

                                    OFFICES

         Section 1. REGISTERED OFFICE. The registered office shall be in the
City of Dover, County of Kent, State of Delaware.

         Section 2. OTHER OFFICES. The corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the corporation may
require.

                                   ARTICLE II

                            MEETING OF STOCKHOLDERS

         SECTION 1. PLACE OF MEETINGS. All meetings of the stockholders shall be
held at such place either within or without the State of Delaware as shall be
designated from time to time by the Board of Directors and stated in the notice
of the meeting. Meetings of stockholders for any other purpose may be held at
such time and place within or without the State of Delaware as shall be stated
in the notice of the meeting or in a duly executed waiver of notice thereof.

         SECTION 2. * ANNUAL MEETINGS.




         *As Amended by consent of directors on 10/17/96.
              (see insert attached)



AMENDMENT TO BY-LAWS OF THE VIGORO CORPORATION
            DATED OCTOBER 17, 1996




NOW, THEREFORE, BE IT RESOLVED, that Article II, Section 2 of the By-laws of the
Company be amended in its entirety to read as follows:

         "An annual meeting of the stockholders for the purpose of electing
         directors and for the transaction of such other business as may come
         before the meeting shall be held on a day to coincide with the annual
         meeting of stockholders of IMC Global Inc., unless the board of
         directors, not less than ten (10) days prior to such fixed meeting
         date, designates another date for such annual meeting, in which event
         the annual meeting of the stockholders shall be held on the date so
         designated."



         Section 3. NOTICE OF ANNUAL MEETING. Written notice of the annual
meeting stating the place, date, and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting not less than ten or more than
sixty days before the date of the meeting.

         Section 4. LIST OF STOCKHOLDERS. The officer who has charge of the
stock ledger of the corporation shall prepare and make, at least ten days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified in the notice of
meeting, or if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

         Section 5. SPECIAL MEETINGS. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of the Board or the
President and shall be called by the President or Secretary at the request in
writing of a majority of the Board of Directors. Such request shall state the
purpose or purposes of the proposed meeting.

         Section 6. NOTICE OF SPECIAL MEETING. Written notice of a special
meeting stating the place, date and hour of the meeting and the purpose or
purposes for which the meeting is called, shall be given not less than ten nor
more than sixty days before the date of the meeting, to each stockholder
entitled to vote at such meeting.

         Section 7. BUSINESS TRANSACTED AT SPECIAL MEETING. Business transacted
at any special meeting of stockholders shall be limited to the purposes stated
in the notice.


                                       2


         Section 8. QUORUM. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have the power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

         Section 9. VOTE REQUIREMENTS. When a quorum is present at any meeting,
the vote of the holders of a majority of the stock having voting power present
in person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provision of the
statutes or of the Certificate of Incorporation, a different vote is required,
in which case such express provision shall govern and control the decision of
such question.

         Section 10. VOTE IN PERSON OR BY PROXY. Each stockholder shall at every
meeting of the stockholders be entitled to one vote in person or by proxy for
each share of the capital stock having voting power held by such stockholder,
but no proxy shall be voted on after three years from its date, unless the proxy
provides for a longer period.

         Section 11. ACTION WITHOUT MEETING. Whenever the vote of stockholders
at a meeting thereof is required or permitted to be taken for or in connection
with any corporate action, by any provision of the statutes, the meeting and
vote of stockholders may be dispensed with if not less than


                                       3


the minimum number of votes that would be necessary to authorize or take such
action if such meeting were held shall consent in writing to such corporate
action being taken; provided that prompt notice must be given to all
stockholders of the taking of corporate action without a meeting and by less
than unanimous written consent.

                                   ARTICLE III

                                    DIRECTORS

         Section 1. * NUMBER AND ELECTION.



         Section 2. VACANCIES. Vacancies and newly created directorships
resulting from any increase in the authorized number of Directors may be filled
by a majority of the Directors then in office though less than a quorum, or by a
sole remaining Director, and the Directors so chosen shall hold office until the
next annual election and until their successors are duly elected and shall
qualify, unless sooner displaced. If there are no Directors in office, then an
election of Directors may be held in the manner provided by statute. If, at the
time of filling any vacancy or any newly created directorship, the Directors
then in office shall constitute less than a majority of the whole Board (as
constituted immediately prior to any such increase), the Court of Chancery may,
upon application of any stockholder or stockholders holding at least ten percent
of the total number of the shares at the time outstanding having the right to
vote for such Directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the Directors chosen by
the Directors then in office.


                               * As Amended by consent of directors on 10/17/96.
                                     (see insert attached)


                                       4


AMENDMENT TO BY-LAWS OF THE VIGORO CORPORATION
            DATED OCTOBER 17, 1996




FURTHER RESOLVED, that Article III, Section 1 of the Bylaws of the Company be
amended to read as follows:

"The number of directors of the Corporation shall be one or more directors as
set by resolution of the Board of Directors. The directors shall be elected
at the annual meeting of the stockholders, except as provided in Section 2 of
this Article, and each director elected shall hold office for one year or
until his successor is elected and qualified. Directors need not be
stockholders."



         Section 3. AUTHORITY OF BOARD OF DIRECTORS. The business of the
corporation shall be managed by its Board of Directors which may exercise all
such powers of the corporation and do all such lawful acts and things as are not
by statute or by the Certificate of Incorporation or by these Bylaws directed or
required to be exercised or done by the stockholders.

         Section 4. MEETINGS OF THE BOARD OF DIRECTORS. The Board of Directors
of the corporation may hold meetings, both regular and special, either within or
without the State of Delaware. A meeting of the Board of Directors may be held
without notice immediately following the annual meeting of stockholders.

         Section 5. REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such times and at such places as are fixed from time to time by
resolution of the Board, upon not less than three days' prior notice.

         Section 6. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the Chairman of the Board or the President on not less than 24
hours' prior notice to each Director, either personally, by mail, facsimile or
by telegram. Special meetings shall be called by the President or Secretary in
like manner and on like notice on the written request of two Directors.

         Section 7. QUORUM. At all meetings of the Board of Directors a majority
of the Directors then in office shall constitute a quorum for the transaction of
business and the act of a majority of the Directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors, except as
may be otherwise specifically provided by statute or by the Certificate of
Incorporation. If a quorum shall not be present at any meeting of the Board of
Directors, the Directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

         Section 8. ACTION WITHOUT MEETING. Unless otherwise restricted by the
Certificate of Incorporation or these By-laws, any action required or permitted
to be taken at any meeting of the


                                       5


Board of Directors or of any Committee thereof may be taken without a meeting,
if all members of the Board or Committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the Board or Committee.

         Section 9. COMMITTEES OF DIRECTORS. The Board of Directors may, by
resolution passed by a majority of the whole Board of Directors, designate one
or more Committees, each Committee to consist of two or more of the Directors of
the corporation. The Board of Directors may designate one or more Directors as
alternate members of any Committee, who may replace any absent or disqualified
member at any meeting of the Committee. Any such Committee, to the extent
provided in the resolution, shall have and may exercise the powers of the Board
of Directors in the management of the business and affairs of the corporation,
and may authorize the seal of the corporation to be affixed to all papers which
may require it; provided, however, that in the absence of disqualification of
any member of such Committee or Committees, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member. Such Committee or Committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board of Directors.

         Section 10. MEETINGS OF COMMITTEES. Each Committee may hold meetings,
regular and/or special, either within or without the State of Delaware. Any
regular or special meeting of a Committee shall be held on not less than three
days' prior notice to each member of such Committee.

         Section 11. MINUTES OF COMMITTEE MEETINGS. Each Committee shall keep
regular minutes of its meetings and report the same to the Board of Directors
when required.

         Section 12. CONDUCT OF CERTAIN RELATIONSHIPS. For so long as the
corporation is controlled by or under common control with Great American
Management and Investment, Inc. ("GAMI"), all


                                       6



business dealings between (i) the corporation and (ii) Samuel Zell ("Mr. Zell"),
any affiliate of Mr. Zell, GAMI or any affiliate of GAMI, shall be approved by a
majority of the corporation's disinterested directors. For the purposes of this
Section 12, the terms "affiliate", "control", "under common control with" and
"disinterested directors" shall have the following meanings: (a) an "affiliate"
of, or person "affiliated" with, a specified person shall mean a person that
directly, or indirectly through one or more intermediaries, controls or is
controlled by or is under common control with, the person specified; (b) the
word "control" (the meaning of which hereunder shall also be applicable to the
term "under common control with") shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of the person, whether through board representation, the ownership of
voting securities, by contract or otherwise; (c) the word "person" shall mean
any natural person, corporation, firm, association, trust, government,
governmental agency or other entity, whether acting in an individual, fiduciary
or other capacity; and (d) the term "disinterested directors" shall mean any
director of the corporation, appointed after May 20, 1991, who is not (i) an
employee, officer, director, trustee, partner, 5% stockholder (through
beneficial ownership or otherwise) or fiduciary of (A) GAMI or (B) a person
(other than the corporation) who is affiliated with Mr. Zell or GAMI, or (ii) an
employee, officer, director, trustee, partner or fiduciary of any of the persons
described in subsection 12(d)(i) above. All persons who were serving as
directors of the corporation on May 20, 1991 shall not be considered
"disinterested directors" for the purposes of this Section 12.

         Section 13. COMPENSATION OF DIRECTORS. The Directors may be paid such
compensation and expenses as the Board of Directors shall deem advisable.


                                       7


                                   ARTICLE IV

                                     NOTICES

         Section 1. FORM OF NOTICE. Whenever, under the provisions of the
statutes or of the Certificate of Incorporation or of these By-laws, notice is
required to be given to any Director or stockholder, it shall not be construed
to mean personal notice, but such notice may be given in writing by mail,
addressed to such Director or stockholder at his address as it appears on the
records of the corporation, with postage thereon prepaid, and such notice shall
be deemed to be given at the time when the same shall be deemed to be given at
the time when the same shall be deposited in the United States mail. Notice to
Directors may also be given by telegram, personal delivery, facsimile delivery,
telegram or express delivery and under such circumstances notice shall be deemed
to be given at the time when the same shall be received.

         Section 2. WAIVER OF NOTICE. whenever any notice is required to be
given under the provisions of the statutes or of the Certificate of
Incorporation or of these By-laws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.

                                   ARTICLE V

                                    OFFICERS

         Section 1. OFFICERS. The officers of the corporation shall be chosen by
the Board of Directors and may include a Chairman of the Board, a Vice Chairman,
a President, one or more Vice Presidents, a Secretary, and a Treasurer. The
Board of Directors may designate certain Vice Presidents as Executive or Senior
Vice Presidents and may affix such functional designations to Vice Presidential
titles as it shall deem appropriate. The Board of Directors may also choose a
General Counsel, one or more Associate General Counsels, Assistant Secretaries
and Assistant Treasurers. Any number of offices may be held by the same person
unless the Certificate of Incorporation or


                                       8


these By-laws otherwise provide. The Board of Directors may authorize and
approve the terms of employment contracts with officers covering the duties,
term, compensation, and other terms of the employment of officers.

         Section 2. APPOINTMENT OF OFFICERS AT FIRST MEETING OF NEWLY ELECTED
BOARD OF DIRECTORS. The Board of Directors at its first meeting after each
annual meeting of stockholders may choose a Chairman, a Vice Chairman, a
President, one or more Vice Presidents, a Secretary, one or more Assistant
Secretaries, and a Treasurer, and may choose a General Counsel and one or more
Associate General Counsels, one or more Assistant Treasurers and a Controller
and one or more Assistant Controllers.

         Section 3. APPOINTMENT OF OFFICERS FROM TIME TO TIME. The Board of
Directors may appoint such other officers and agents as its shall deem necessary
who shall hold their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by the Board of
Directors.

         Section 4. COMPENSATION OF OFFICERS. The compensation of all officers
of the corporation shall be fixed by the Board of Directors of the corporation.

         Section 5. TERMS OF OFFICE. The officers of the corporation shall hold
office until their successors are chosen and qualify. Any other officer elected
or appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the Board of Directors. Any vacancy occurring
in any office of the corporation shall be filled by the Board of Directors.

         Section 6. THE CHAIRMAN OF THE BOARD. The Chairman of the Board shall
be the Chairman of the Executive Committee, if one exists, and shall have all of
the powers ordinarily exercised by the Chairman of the Board of a corporation
and such other powers and duties as shall from time to time be assigned to him
by the Board of Directors. In the absence or disability of the President, or in
the event that for any reason it is impracticable for the President to act
personally, the


                                       9


Chairman of the Board shall have the powers and duties of the President. Except
where by law the signature of the President is required and the Chairman of the
Board is not acting as President in the situations described above, the Chairman
of the Board shall possess the same power as the President to sign all
certificates, contracts, deeds, mortgages and other instruments of the
corporation which may be authorized by the Board of Directors, except in any
case where the signing and execution thereof has been delegated to some other
officer or agent of the corporation.

         Section 7. THE VICE CHAIRMAN. The Vice Chairman shall have such powers
and duties as shall from time to time be assigned to him by the Chairman of the
Board, the President or the Board of Directors. The Vice Chairman may execute on
behalf of the corporation bonds, contracts, deeds, mortgages, or other
instruments authorized by the Board of Directors, except in cases where by the
signing or execution thereof shall be expressly delegated by the Board or by
these By-laws to some other officer or agent of the corporation or such
documents or instruments shall be required by law to be signed or executed
otherwise, and the Vice Chairman may affix the seal of the corporation to any
instrument requiring the same.

         Section 8. THE PRESIDENT. The President shall be the Chief Executive
Officer of the corporation, and shall have all powers ordinarily exercised by
such an officer and such other powers and duties as shall from time to time be
assigned to him by the Chairman of the Board or the Board of Directors. As Chief
Executive Officer, the President shall be responsible for formulating general
policies and programs for the corporation for submission to the Board of
Directors, and shall see that all orders and resolutions of the Board of
Directors are carried into effect. The President may execute on behalf of the
corporation stock certificates, bonds, contracts, deeds, mortgages, or other
instruments authorized by the Board of Directors, except in cases where the
signing or execution thereof shall be expressly delegated by the Board or by
these By-laws to some other officer or agent of the corporation or such
documents or instruments shall be required by law to be signed or executed


                                       10


otherwise, and the President may affix the seal of the corporation to any
instrument requiring the same. In the absence or disability of the Chairman of
the Board, or in the event that for any reason it is impracticable for the
Chairman of the Board to act personally, the President shall have the powers and
duties of the Chairman of the Board including the responsibility to preside at
all meetings of stockholders and of the Board of Directors in the absence of the
Chairman of the Board. In the performance of all the duties hereunder, the
President shall be subject to the supervision of, and shall report to, the Board
of Directors.

         Section 9. THE VICE PRESIDENTS. In the absence of the President or in
the event of the President's inability or refusal to act, the Vice President (or
in the event there be more than one Vice President, the Vice Presidents in the
order designated, or in the absence of any designation, then in the order of
their election) shall perform the duties of the President, and when so acting,
shall have the powers of and be subject to all the restrictions upon the
President. The Vice Presidents shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

         Section 10. THE SECRETARY. The Secretary shall attend all meetings of
the Board of Directors and its Committees and all meetings of the stockholders
and record all the proceedings of all such meetings in a book to be kept for
that purpose. The Secretary shall give, or cause to be given, notice of all
meetings of the stockholders and of the Board of Directors and its Committees,
and shall perform such other duties and have such other powers as may be
prescribed by the Board of Directors, Chairman of the Board or President, under
whose supervision he shall be. The Secretary shall have custody of the corporate
seal of the corporation and the Secretary or Assistant Secretary shall have the
authority to affix the same to any instrument requiring it and when so affixed
it may be attested by the Secretary's signature or by the signature of such
Assistant Secretary. The Board of


                                       11


Directors may give general authority to any other officer to affix the seal of
the corporation and to attest the affixing by the signature of such officer.

         Section 11. THE ASSISTANT SECRETARY. The Assistant Secretary, or if
there be more than one, the Assistant Secretaries in the order determined by the
Board of Directors (or if there be no such determination, then in the order of
their election), shall, in the absence of the Secretary, or at the Secretary's
request, or in the event of the Secretary's inability or refusal to act, or if
the office of Secretary is vacant, perform the duties and exercise the powers of
the Secretary and shall perform such other duties and have such other powers as
the Board of Directors may from time to time prescribe.

         Sections 12. THE TREASURER. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the Board of
Directors or its Executive Committee, if one exists. The Treasurer shall
disburse the funds of the corporation as may be ordered by the Board of
Directors or its Executive Committee, or as he may deem appropriate, taking
proper vouchers for such disbursements, and shall render to the President and
the Board of Directors, at its regular meetings, or when the Board of Directors
so requires, an account of all transactions of the Treasurer.

         Section 13. BONDING OF TREASURER. If required by the Board of
Directors, the Treasurer shall give the corporation a bond (which shall be
renewed as required by the Board from time to time) in such sum and with such
surety or sureties as shall be satisfactory to the Board of Directors for the
faithful performance of the duties of the Treasurer's office and for the
restoration of the corporation, in case of the Treasurer's death, resignation,
retirement or removal from office, of all


                                       12


books, papers, vouchers, money and other property of whatever kind in the
possession or under the control of the Treasurer belonging to the corporation.

         Section 14. THE ASSISTANT TREASURER. The Assistant Treasurer, or if
there shall be more than one, the Assistant Treasurers in the order determined
by the Board of Directors (or if there be no such determination, then in the
order of their election), shall, in the absence of the Treasurer, or at the
Treasurer's request, or, in the event of his inability or refusal to act,
perform the duties and exercise the powers of the Treasurer and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

         Section 15. THE CONTROLLER. The Controller, in the absence of a Chief
Financial Officer, shall be the Chief Accounting Officer of the corporation and
shall perform such duties and exercise such powers as are ordinarily performed
or exercised by the Controller of a corporation and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.

         Section 16. THE ASSISTANT CONTROLLER. The Assistant Controller, or if
there be more than one, the Assistant Controllers in the order determined by the
Board of Directors (or if there be no such determination, then in order of their
election), shall, in the absence of the Controller or at the Controller's
request, or in the event of his inability or refusal to act, perform the duties
and exercise the powers of the Controller and shall perform such other duties
and have such other powers as the Board of Directors may from time to time
prescribe.

           Section 17. THE GENERAL COUNSEL. The General Counsel shall be the
Chief Legal Officer of the corporation and shall act as legal advisor to the
Board of Directors and officers. The General Counsel shall perform such duties
and exercise such powers as are ordinarily performed or exercised by the General
Counsel of a corporation and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.


                                       13


         Section 18. THE ASSOCIATE GENERAL COUNSEL. The Associate General
Counsel, or if there be more than one, the Associate General Counsels either in
the order determined by the Board of Directors (or if there be no such
determination, then in the order of their election) or with such allocations of
the duties and powers to, between or among them as may be fixed in a manner
authorized by the Board of Directors, shall in the absence of the General
Counsel, or at the General Counsel's request, or in the event of his inability
or refusal to act, or if the office of General Counsel is vacant, perform the
duties and exercise the powers of the General Counsel and shall perform such
other duties and have such other powers as the Board of Directors may from time
to time prescribe.

                                   ARTICLE VI

                             CERTIFICATES OF STOCK

         Section 1. CERTIFICATES. Every holder of stock in the corporation shall
be entitled to have a certificate, signed in the name of the corporation by the
Chairman of the Board of Directors, or the President or a Vice President and the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary
of the corporation, certifying the number of shares owned by him in the
corporation.

         Section 2. SIGNATURES ON STOCK CERTIFICATES. Where a certificate is
countersigned (i) by a transfer agent other than the corporation or its
employee, or (ii) by a registrar other than the corporation or its employee, the
signatures of the officers of the corporation may be facsimiles. In case any
officer who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer at the date of issue.

         Section 3. LOST CERTIFICATE. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the


                                       14


person claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or to give the corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.

         Section 4. TRANSFERS OF STOCK. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

         Section 5. FIXING RECORD DATE. In order that the corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days prior to any
other action. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

         Section 6. REGISTERED STOCKHOLDERS. The corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to


                                       15


vote as such owner, and to hold liable for calls and assessments a person
registered on its books as the owner of shares, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of Delaware.

                                  ARTICLE VII

                               GENERAL PROVISIONS

         Section 1. DIVIDENDS. Dividends upon the capital stock of the
corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, or by unanimous written consent pursuant to law. Dividends may be paid
in cash, in property, or in shares of the capital stock, subject to the
provisions of the Certificate of Incorporation.

         Section 2. PAYMENT OF DIVIDENDS. Before payment of any dividend, there
may be set aside out of any funds of the corporation available for dividends
such sum or sums as the Directors from time to time, in their absolute
discretion, think proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
corporation, or for such other purpose as the Directors shall think conducive to
the interest of the corporation, and the Board of Directors may modify or
abolish any such reserve in the manner in which it was created.

         Section 3. ANNUAL STATEMENT. The Board of Directors shall prepare and
furnish to each stockholder prior to each annual meeting an annual report, and
shall present at each annual meeting and at any special meeting of the
stockholders when called for by vote of the stockholders, a full and clear
statement of the business and condition of the corporation.


                                       16


         Section 4. CHECKS. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

         Section 5. FISCAL YEAR. The fiscal year of the corporation shall be
fixed by resolution of the Board of Directors.

         Section 6. SEAL. The corporate seal shall have inscribed thereon the
name of the corporation, the year of its organization and the words "Corporate
Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced otherwise.

                                  ARTICLE VIII

                                   AMENDMENTS

         Section 1. AMENDMENT OF BY-LAWS. These By-laws may be altered, amended
or repealed or new by-laws may be adopted by the stockholders or by the Board of
Directors at any regular meeting of the stockholders or of the Board of
Directors, as the case may be, or at any special meeting of the stockholders or
of the Board of Directors, as the case may be, if notice of such alteration,
amendment, repeal, or adoption of new by-laws be contained in the notice of such
special meeting.

                                   ARTICLE IX

                                INDEMNIFICATION

         Section 1. POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS OTHER
THAN THOSE BY OR IN THE RIGHT OF THE CORPORATION. Subject to Section 3 of this
Article IX, the Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of


                                       17


the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of NOLO CONTENDERE or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

         Section 2. POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS BY OR IN
THE RIGHT OF THE CORPORATION. Subject to Section 3 of this Article IX, the
corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation; except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all


                                       18


the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

         Section 3. AUTHORIZATION OF INDEMNIFICATION. Any indemnification under
this Article IX (unless ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
Section 1 or Section 2, of this Article IX, as the case may be. Such
determination shall be made (i) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (iii) by the stockholders. To the extent, however, that a
director, officer, employee or agent of the corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding described
above, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonable
incurred by him in connection therewith, without the necessity of authorization
in the specific case.

         Section 4. GOOD FAITH DEFINED. For purposes of any determination under
Section 3 of this Article IX, a person shall be deemed to have acted in good
faith and in a manner he reasonable believed to be in or not opposed to the best
interests of the corporation, or, with respect to any criminal action or
proceeding, to have had no reasonable cause to believe his conduct was unlawful,
if his action is based on the records or books of account of the corporation or
another enterprise, or on information supplied to him by the officers of the
corporation or another enterprise in the course of their duties, or on the
advice of legal counsel for the corporation or another enterprise or on
information or records given or reports made to the corporation or another
enterprise by an independent certified public accountant or by an appraiser or
other expert selected with reasonable


                                       19


care by the corporation or another enterprise. The term "another enterprise" as
used in this Section 4 shall mean any other corporation or any partnership,
joint venture, trust or other enterprise of which such person is or was serving
at the request of the corporation as a director, officer, employee or agent. The
provisions of this Section 4 shall not be deemed to be exclusive or to limit in
any way the circumstances in which a person may be deemed to have met the
applicable standard of conduct set forth in Sections 1 or 2 of this Article IX,
as the case may be.

         Section 5. INDEMNIFICATION BY A COURT. Notwithstanding any contrary
determination in the specific case under Section 3 of this Article IX, and
notwithstanding the absence of any determination thereunder, any director,
officer, employee or agent may apply to any court of competent jurisdiction in
the State of Delaware for indemnification to the extent otherwise permissible
under Sections 1 and 2 of this Article IX. The basis of such indemnification by
a court shall be a determination by such court that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
has met the applicable standards of conduct set forth in Sections 1 and 2 of
this Article IX, as the case may be. Notice of any application for
indemnification pursuant to this Section 5 shall be given to the corporation
promptly upon the filing of such application.

         Section 6. EXPENSES PAYABLE IN ADVANCE. Expenses incurred in defending
or investigating a threatened or pending action, suit or proceeding may be paid
by the corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the corporation as
authorized in this Article IX. No security shall be required for such
undertaking.

         Section 7. NON-EXCLUSIVITY OF INDEMNIFICATION AND ADVANCEMENT OF
EXPENSES. The indemnification and advancement of expenses provided by or granted
pursuant to this Article IX shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of


                                       20


expenses may be entitled under any by-law, agreement, contract, vote of
stockholders or disinterested directors or pursuant to the direction (howsoever
embodied) of any court of competent jurisdiction or otherwise, both as to action
in his official capacity and as to action in another capacity while holding such
office, it being the policy of the corporation that indemnification of the
persons specified in Sections I and 2 of this Article IX shall be made to the
fullest, extent permitted by law. The provisions of this Article IX shall not be
deemed to preclude the indemnification of any person who is not specified in
Sections I or 2 of this Article IX but whom the corporation has the power of
obligation to indemnify under the provisions of the General Corporation Law of
the State of Delaware, or otherwise.

         Section 8. INSURANCE. The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power or the obligation to
indemnify him against such liability under the provisions of this Article IX.

         Section 9. MEANING OF "CORPORATION" FOR PURPOSES OF ARTICLE IX. For
purposes of this Article IX, references to "the corporation" shall include, in
addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had the power and authority
to indemnify its directors, officers, and employees or agents, so that any
person who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under


                                       21


the provisions of this Article IX with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had contained.

         Section 10. SURVIVAL OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES.
The indemnification and advancement of expenses provided by, or granted pursuant
to, this section shall, unless otherwise provided when authorized or ratified,
continue, as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person.


                                       22

EX-4.II(A)

                             SUPPLEMENTAL INDENTURE

     This Supplemental Indenture (this "SUPPLEMENTAL INDENTURE"), dated as of
May 31, 2001, by and among FMRP Inc. (the "GUARANTEEING SUBSIDIARY"), a
subsidiary of IMC Global Inc., a Delaware corporation (the "COMPANY"), the
Company and The Bank of New York, as trustee under the Indenture referred to
below (the "TRUSTEE").

                                W I T N E S E T H

     WHEREAS, the Company has heretofore executed and delivered to the Trustee
an indenture (the "SEVEN YEAR INDENTURE"), dated as of May 17, 2001 providing
for the issuance of an aggregate principal amount of up to $400 million of
10.875% Senior Notes due 2008 (the "SEVEN YEAR NOTES");

     WHEREAS, the Company has heretofore executed and delivered to the Trustee
an indenture (the "TEN YEAR INDENTURE" and together with the Seven Year
Indenture, the "INDENTURE"), dated as of May 17, 2001 providing for the issuance
of an aggregate principal amount of up to $200 million of 11.250% Senior Notes
due 2011 (the "TEN YEAR NOTES"and together with the Seven Year Notes, the
"NOTES");

     WHEREAS, Section 10.04 of the Indenture provides that, if a Person becomes
obligated to guarantee the Notes pursuant to the Indenture, the new guarantor
must execute a supplemental indenture to which such Guarantor shall
unconditionally guarantee all of the Company's obligations under the Notes and
the Indenture on the terms and conditions set forth herein and in the Indenture;

     WHEREAS, pursuant to Section 8.06 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

     NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties
hereto mutually covenant and agree for the equal and ratable benefit of the
Holders of the Notes as follows:

     1. CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

     2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to
become subject to the terms of the Indenture as a Guarantor.

     3. INCORPORATION OF TERMS OF INDENTURE. The obligations of the Guaranteeing
Subsidiary under the Note Guarantees shall be governed in all respects by the
terms of the Indenture and shall constitute a Note Guarantee thereunder. The
Guaranteeing Subsidiary shall be bound by the terms of the Indenture as they
relate to the Note Guarantees.






     4. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, stockholder or agent of the Guaranteeing
Subsidiary, as such, shall have any liability for any obligations of the Company
or the Guaranteeing Subsidiary under the Notes, any Note Guarantees, the
Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of the
Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes. Such waiver may
not be effective to waive liabilities under the federal securities laws and it
is the view of the SEC that such a waiver is against public policy.

     5. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

     6. COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

     7. EFFECT OF HEADINGS. The Section headings herein are for convenience only
and shall not affect the construction

hereof.

     8. TRUSTEE. The Trustee shall not be responsible in any manner whatsoever
for or in respect of the validity or sufficiency of this Supplemental Indenture
or for or in respect of the recitals contained herein, all of which recitals are
made solely by the Guaranteeing Subsidiary and the Company.






     IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.

Dated: May 31, 2001

                                    IMC GLOBAL INC.

                                    By: /s/ J. Bradford James
                                        -------------------------------------
                                        Name: J. Bradford James
                                        Title: Executive Vice President & CFO


                                    FMRP INC.

                                    By:/s/ J. Bradford James
                                       --------------------------------------
                                        Name: J. Bradford James
                                        Title: Vice President


                                    THE BANK OF NEW YORK, AS TRUSTEE

                                    By: /s/ Mary LaGumina
                                        -------------------------------------
                                        Name: Mary LaGumina
                                        Title: Vice President

EX-4.II(B)

                                                             Exhibit 4.ii(b)

                             SUPPLEMENTAL INDENTURE

            This Supplemental Indenture (this "SUPPLEMENTAL INDENTURE"),
dated as of August 2, 2001, by and among IMC Global Netherlands B.V. (the
"GUARANTEEING SUBSIDIARY"), a subsidiary of IMC Global Inc., a Delaware
corporation (the "COMPANY"), the Company and The Bank of New York, as trustee
under the Indenture referred to below (the "TRUSTEE").

                                W I T N E S E T H

            WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "SEVEN YEAR INDENTURE"), dated as of May 17, 2001
providing for the issuance of an aggregate principal amount of up to $400
million of 10.875% Senior Notes due 2008 (the "SEVEN YEAR NOTES");

            WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "TEN YEAR INDENTURE" and together with the Seven Year
Indenture, the "INDENTURE"), dated as of May 17, 2001 providing for the issuance
of an aggregate principal amount of up to $200 million of 11.250% Senior Notes
due 2011 (the "TEN YEAR NOTES"and together with the Seven Year Notes, the
"NOTES");

            WHEREAS, Section 10.04 of the Indenture provides that, if a Person
becomes obligated to guarantee the Notes pursuant to the Indenture, the new
guarantor must execute a supplemental indenture to which such Guarantor shall
unconditionally guarantee all of the Company's obligations under the Notes and
the Indenture on the terms and conditions set forth herein and in the Indenture;

            WHEREAS, pursuant to Section 8.06 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

            NOW THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
parties hereto mutually covenant and agree for the equal and ratable benefit of
the Holders of the Notes as follows:

            1. CAPITALIZED TERMS.  Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.

            2. AGREEMENT TO GUARANTEE.  The Guaranteeing Subsidiary hereby
agrees to become subject to the terms of the Indenture as a Guarantor.

            3. INCORPORATION OF TERMS OF INDENTURE. The obligations of the
Guaranteeing Subsidiary under the Note Guarantees shall be governed in all
respects by the terms of the Indenture and shall constitute a Note Guarantee
thereunder. The Guaranteeing Subsidiary shall be bound by the terms of the
Indenture as they relate to the Note Guarantees.

            4. NO RECOURSE AGAINST OTHERS. No past, present or future
director, officer, employee, incorporator, stockholder or agent of the
Guaranteeing Subsidiary, as such, shall have any



liability for any obligations of the Company or the Guaranteeing Subsidiary
under the Notes, any Note Guarantees, the Indenture or this Supplemental
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of the Notes by accepting a Note
waives and releases all such liability. The waiver and release are part of
the consideration for issuance of the Notes. Such waiver may not be effective
to waive liabilities under the federal securities laws and it is the view of
the SEC that such a waiver is against public policy.

            5. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

            6. COUNTERPARTS.  The parties may sign any number of copies of this
Supplemental Indenture.  Each signed copy shall be an original, but all of them
together represent the same agreement.

            7. EFFECT OF HEADINGS.  The Section headings herein are for
convenience only and shall not affect the construction hereof.

            8. TRUSTEE.  The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by the Guaranteeing Subsidiary and the
Company.

                                         * * *






      IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.



                       IMC GLOBAL INC.

                       By:  /s/ J. Bradford James
                          --------------------------------------------
                          Name: J. Bradford James
                          Title: Executive Vice President


                       IMC GLOBAL NETHERLANDS B.V.

                       By: [illegible]
                          --------------------------------------------
                          Name: ABN AMRO Trust Company (Nederland) B.V.
                          Title: Director


                       THE BANK OF NEW YORK, AS TRUSTEE

                       By:  /s/ Robert Massimillo
                          --------------------------------------------
                          Name: Robert Massimillo
                          Title: Vice President

EX-4.II(C)

                             SUPPLEMENTAL INDENTURE

                  This Supplemental Indenture (this "SUPPLEMENTAL INDENTURE"),
dated as of November 6, 2001, by and among IMC Phosphates MP Inc. (the
"GUARANTEEING SUBSIDIARY"), a subsidiary of IMC Global Inc., a Delaware
corporation (the "COMPANY"), the Company and The Bank of New York, as trustee
under the Indenture referred to below (the "TRUSTEE").

                                W I T N E S E T H

                  WHEREAS, the Company has heretofore executed and delivered to
the Trustee an indenture (the "SEVEN YEAR INDENTURE"), dated as of May 17, 2001
providing for the issuance of an aggregate principal amount of up to $400
million of 10.875% Senior Notes due 2008 (the "SEVEN YEAR NOTES");

                  WHEREAS, the Company has heretofore executed and delivered to
the Trustee an indenture (the "TEN YEAR INDENTURE" and together with the Seven
Year Indenture, the "INDENTURE"), dated as of May 17, 2001 providing for the
issuance of an aggregate principal amount of up to $200 million of 11.250%
Senior Notes due 2011 (the "TEN YEAR NOTES"and together with the Seven Year
Notes, the "NOTES");

                  WHEREAS, Section 10.05 of the Indenture provides that any Note
Guarantee will automatically and unconditionally be released and discharged upon
the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in
accordance with the Indenture; and

                  WHEREAS, pursuant to Section 8.06 of the Indenture, the
Trustee is authorized to execute and deliver this Supplemental Indenture.

                  NOW THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereto mutually covenant and agree for the equal and ratable benefit
of the Holders of the Notes as follows:

                  1. CAPITALIZED TERMS.  Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.

                  2. RELEASE OF THE GUARANTEE. The Guaranteeing Subsidiary shall
hereby be designated as an Unrestricted Subsidiary under the Indenture and the
Note Guarantee of the Guaranteeing Subsidiary shall be automatically and
unconditionally released pursuant to the terms of the Indenture.

                  3. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF
NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT
THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.



                  4. COUNTERPARTS. The parties may sign any number of copies of
this Supplemental Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement.

                  5. EFFECT OF HEADINGS. The Section headings herein are for
convenience only and shall not affect the construction hereof.

                  6. TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary and the Company.



         IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed and attested, all as of the date
first above written.

Dated: November 6, 2001

                                 IMC GLOBAL INC.

                                 By: /s/ J. Reid Porter
                                     Name: J. Reid Porter
                                     Title: Executive Vice President and CFO


                                 IMC PHOSPHATES MP INC.

                                 By: /s/ J. Reid Porter
                                     Name:  J. Reid Porter
                                     Title:  Vice President


                                 THE BANK OF NEW YORK, AS TRUSTEE

                                 By: /s/ Mary LaGumina
                                     -----------------------------------------
                                     Name:  Mary LaGumina
                                     Title: Vice President

EX-5.I(A)

                                KIRKLAND & ELLIS
                 PARTNERSHIPS INCLUDING PROFESSIONAL CORPORATIONS

                             200 East Randolph Drive
                             Chicago, Illinois 60601

To Call Writer Direct:            312 861-2000                   Facsimile:
   312 861-2000                                                 312 861-2200


                                November 9, 2001


IMC Global Inc.
and each of the Guarantors
of the Exchange Notes
100 South Saunders Road
Suite 300
Lake Forest, IL 60045


         Re:      REGISTRATION STATEMENT ON FORM S-4, REGISTRATION NO. 333-71510
                  --------------------------------------------------------------

Ladies and Gentlemen:

                  We are issuing this opinion letter in our capacity as
special legal counsel to IMC Global Inc., a Delaware corporation (the
"Issuer"), and each of the other guarantors listed on Schedule A hereto (such
guarantors are hereinafter referred to as the "Guarantors" and the
Guarantors, together with the Issuer, are hereinafter referred to as the
"Registrants"), in connection with the proposed registration by the Issuer of
$400,000,000 in aggregate principal amount of the Issuer's 10.875% Senior
Notes due 2008, Series B (the "Seven-Year Exchange Notes") and $300,000,000
in aggregate principal amount of the Issuer's 11.250% Senior Notes due 2011,
Series B (the "Ten-Year Exchange Notes," and together with the Seven-Year
Exchange Notes, the "Exchange Notes") pursuant to a Registration Statement on
Form S-4 (Registration No. 333-71510) originally filed with the Securities
and Exchange Commission (the "Commission") on October 12, 2001, under the
Securities Act of 1933, as amended (the "Act") (such Registration Statement,
as amended or supplemented, is hereinafter referred to as the "Registration
Statement"). The obligations of the Issuer under the Exchange Notes will be
guaranteed by the Guarantors (the "Guarantees"). The Exchange Notes and the
Guarantees are to be issued pursuant to indentures (as amended and
supplemented from time to time, collectively the "Indenture"), dated as of
May 17, 2001, between the Issuer, the Guarantors and The Bank of New York, as
trustee. The Exchange Notes and the Guarantees are to be issued in exchange
for and in replacement of the Issuer's 10.875% Senior Notes due 2008 (the
"Old Seven-Year Notes"), of which $400,000,000 in aggregate principal amount
is outstanding and 11.250% Senior Notes due 2011 (the "Old Ten-Year Notes,"
and together with the Old Seven-Year Notes, the "Old Notes"), of which
$300,000,000 in aggregate principal amount (of which $200,000,000 in the
aggregate principal amount was issued in May, 2001 and $100,000,000 in the
aggregate principal amount was issued in October, 2001) is outstanding.





IMC Global Inc.
November 9, 2001
Page 2

                  In that connection, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary for the
purposes of this opinion, including (i) the Articles of Incorporation and
By-Laws of the Registrants, (ii) minutes and records of the corporate
proceedings of the Registrants with respect to the issuance of the Exchange
Notes and the Guarantees, (iii) the Indenture, and (iv) the Registration
Statement.

                  For purposes of this opinion, we have assumed the
authenticity of all documents submitted to us as originals, the conformity to
the originals of all documents submitted to us as copies and the authenticity
of the originals of all documents submitted to us as copies. We have also
assumed the genuineness of the signatures of persons signing all documents in
connection with which this opinion is rendered, the authority of such persons
signing on behalf of the parties thereto other than the Registrants and the
due authorization, execution and delivery of all documents by the parties
thereto other than the Registrants. As to any facts material to the opinions
expressed herein which we have not independently established or verified, we
have relied upon statements and representations of officers and other
representatives of the Registrants and others.

                  Our opinion expressed below is subject to the
qualifications that we express no opinion as to the applicability of,
compliance with, or effect of (i) any bankruptcy, insolvency, reorganization,
fraudulent transfer, fraudulent conveyance, moratorium or other similar law
affecting the enforcement of creditors' rights generally, (ii) general
principles of equity (regardless of whether enforcement is considered in a
proceeding in equity or at law), and (iii) public policy considerations which
may limit the rights of parties to obtain certain remedies.

                  Based upon and subject to the assumptions, qualifications,
assumptions and limitations and the further limitations set forth below, we
are of the opinion that when (i) the Registration Statement becomes
effective, (ii) the Indenture has been duly qualified under the Trust
Indenture Act of 1939, as amended, and (iii) the Exchange Notes have been
duly executed and authenticated in accordance with the provisions of the
Indenture and duly delivered to the holders thereof in exchange for the Old
Notes, the Exchange Notes and the Guarantees will be validly issued and
binding obligations of the Issuer and Guarantors, respectively.

                  We hereby consent to the filing of this opinion with the
commission as Exhibit 5.1 to the Registration Statement. We also consent to
the reference to our firm under the heading "Validity of the New Securities"
in the Registration Statement. In giving this consent, we do not thereby
admit that we are in the




IMC Global Inc.
November 9, 2001
Page 3

category of persons whose consent is required under Section 7 of the Act or
the rules and regulations of the Commission.

                  Our advice on every legal issue addressed in this letter is
based exclusively on the internal law of the State of New York, the General
Corporation Law of the State of Delaware and the Delaware case law decided
thereunder or the federal law of the United States.

                  This opinion is limited to the specific issues addressed
herein, and no opinion may be inferred or implied beyond that expressly
stated herein. We assume no obligation to revise or supplement this opinion
should the present laws of the States of New York or Delaware or the federal
law of the United States be changed by legislative action, judicial decision
or otherwise.

                  This opinion is furnished to you in connection with the
filing of the Registration Statement and is not to be used, circulated,
quoted or otherwise relied upon for any other purpose.

                                       Sincerely,

                                       /s/ KIRKLAND & ELLIS

                                       Kirkland & Ellis




                                   SCHEDULE A


Carey Salt Company
FMRP Inc.
GSL Corporation
Harris Chemical North America, Inc.
IMC Chemicals Inc.
IMC Global Operations Inc.
IMC Inorganic Chemicals Inc.
IMC Kalium Ogden Corp.
IMC Phosphates Company
IMC Potash Carlsbad Inc.
IMC Salt Inc.
IMC USA Inc.
KCL Holdings, Inc.
NAMSCO Inc.
NATI LLC
Phosphate Resource Partners Limited Partnership
The Vigoro Corporation

EX-5.I(B)

                                                               Exhibit 5.i.(b)


                                                   Curacao, November 9th, 2001


IMC GLOBAL INC.
and each of the Guarantors
of the Exchange Notes
100 South Saunders Road
Suite 300
Lake Forest, IL 60045


Re: Registration Statement on Form S-4, Registration No.
    --------------------------------------------------------
    333-71510
    ---------


Ladies and Gentlemen:

We are issuing this opinion in our capacity as special legal counsel to IMC
Potash Colonsay N.V. and IMC Global Potash Holdings N.V., jointly referred to as
"Guarantor", Netherlands Antilles corporations together with the Issuer and the
other Guarantors together with the Guarantor referred to as "Guarantors", are
hereinafter referred to as the "Registrants", in connection with the proposed
registration by the Issuer of $400,000,000 in aggregate principal amount of the
Issuer's 10.875% Senior Notes due 2008, Series B (the "Seven-Year Exchange
Notes") and $300,000,000 in aggregate principal amount of the Issuer's 11.250%
Senior Notes due 2011, Series B (the "Ten-Year Exchange Notes" and together with
the Seven-Year Exchange Notes, the "Exchange Notes") pursuant to a Registration
Statement on Form S-4 (Registration No. 333-71510) originally filed with the
Securities and Exchange Commission (the "Commission") on October 12, 2001, under
the Securities Act of 1933, as amended (the "Act") (such Registration Statement,
as amended or supplemented, is hereinafter referred to as the "Registration
Statement"). The obligations of the Issuer under the Exchange Notes will be
guaranteed by the Guarantor together with the other Guarantors (the "Guaranty").






The Exchange Notes and the Guaranty are to be issued pursuant to indentures
(as amended and supplemented from time to time, collectively the "Indenture"),
dated as of May 17, 2001, between the Issuer, the Guarantors and The Bank of New
York, as trustee. The Exchange Notes and the Guaranty are to be issued in
exchange for and in replacement of the Issuer's 10.875% Senior Notes due 2008
(the "Old Seven-Year Notes"), of which $400,000,000 in aggregate principal
amount is outstanding and 11.250% Senior Notes due 2011 (the "Old Ten-Year
Notes" and together with the Old Seven-Year Notes, the "Old Notes"), of which
$300,000,000 in aggregate principal amount (of which $200,000,000 in the
aggregate principal amount was issued in May, 2001 and $100,000,000 in the
aggregate principal amount was issued in October, 2001) is outstanding.

     In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary for the purposes of this
opinion, including (i) the Articles of Incorporation of the Guarantor, (ii)
minutes and records of the corporate proceedings of the Guarantor with respect
to the issuance of the Exchange Notes and the Guaranty, (iii) the Indenture,
and (iv) the Registration Statement.

     For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of
all documents submitted to us as copies and the authenticity of all documents
submitted to us as copies. We have also assumed the genuineness of the
signatures of persons signing all documents in connection with which this
opinion is rendered, the authority of such persons signing on behalf of the
parties thereto other than the Guarantor and the due authorization, execution
and delivery of all documents by the parties thereto other than the
Guarantor. As to any facts material to the opinion expressed herein which we
have not independently established or verified, we have relied upon
statements and representations of officers and other representatives of the
Guarantor and others.





     The opinion expressed below is subject to the validity of the Form S-4
and the Indenture are valid and binding under applicable law.

     Our opinion expressed below is subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of (i)
any bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or
other similar law affecting the enforcement of creditor's rights generally, (ii)
general principles of equity (regardless of whether enforcement is considered in
a proceeding in equity or at law), and (iii) public policy considerations which
may limit the rights of parties to obtain certain remedies.

     Based upon and subject to the assumptions, qualifications and limitations
and the further limitations set forth below, we are of the opinion that when (i)
the Registration Statement becomes effective, (ii) the Indenture has been duly
qualified under the Trust Indenture Act of 1939, as amended, and (iii) the
Exchange Notes have been duly executed and authenticates in accordance with the
provisions of the Indenture and duly delivered to the holders thereof in
exchange for the Old Notes, the Exchange Notes and the Guarantees will be
validly issued and binding obligations of the Issuer and Guarantors,
respectively.

     We hereby consent to the filing of this opinion with the commission as
Exhibit 5.1 to the Registration Statement. We also consent to the reference to
our firm under the heading "Validity of the New Securities" in the Registration
Statement, In giving this consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Act of the
rules and regulations of the Commission.

     Our advice on every legal issue addressed in this letter is based
exclusively on the internal law of the State of New York, the General
Corporation Law of the State of Delaware and the Delaware case law decided
thereunder or the federal law of the United States.

     This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion should be present laws
of the States of New York or Delaware or the





federal law of the United States be changed by legislative action, judicial
decision or otherwise.

    This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose.


Sincerely,
Alexander & Simon



/s/ Johannes B.M. Clement
- ------------------------------
By: Johannes B.M. Clement
    Deputy Notary

EX-5.I(C)

                                                                Exhibit 5.i.(c)


IMC Global Inc.                                                  +31 20-5517555
100 South Saunders Road
Suite 300
Lake Forest, Illinois 60045
United States of America

IMC Global Netherlands B.V.
Strawinskylaan 3105 7hg
1077 ZX Amsterdam
The Netherlands

November 8, 2001
22129912-000001 /KJS/JAR


RE:  IMC GLOBAL NETHERLANDS B.V. - REGISTRATION STATEMENT ON FORM S-4,
     REGISTRATION NO. 333-71510


Ladies and Gentlemen:

We are acting as special legal counsel to IMC Global Netherlands B.V., a private
liability company incorporated under the laws of the Netherlands with its
principal offices at Amsterdam, the Netherlands (the "COMPANY") in connection
with the execution and deliverance of the Supplemental Indenture (the
"SUPPLEMENTAL INDENTURE"), dated August 2, 2001, entered into between IMC Global
Inc., the Company and the Trustee whereby the Company becomes a party to (a) an
indenture (the "SEVEN YEAR INDENTURE"), dated as of May 17, 2001 providing for
the issuance of an aggregate principal amount of up to $400 million of 10.875%
Senior Notes due 2008 (the "SEVEN YEAR NOTES") and (b) an indenture (the "TEN


                                                                           1/10




NOVEMBER 8, 2001                                                           2/10
22129912-000001



YEAR INDENTURE" and together with the Seven Year Indenture, the "INDENTURE"),
dated as of May 17, 2001 providing for the issuance of an aggregate principal
amount of up to $300 million of 11.250% Senior Notes due 2011 (the "TEN YEAR
NOTES" and together with the Seven Year Notes, the "NOTES") to The Bank of New
York, as trustee (the "TRUSTEE").

In arriving at the opinions expressed below, words and expressions defined in
the Indenture will, unless otherwise defined herein, have the same meanings when
used in this letter.

We have examined and relied only on the following documents:

(a)      a copy of the articles of association of the Company dated June 29,
         2001;

(b)      an excerpt (the "EXCERPT") dated August 23, 2001 from the Commercial
         Register of the Chamber of Commerce Amsterdam (the "CHAMBER OF
         COMMERCE") regarding the registration of the Company with the Chamber
         of Commerce under number 34158601, and today's confirmation from the
         Chamber of Commerce by telephone that no changes apply to the Excerpt;

(c)      a written resolution by the board of managing directors (BESTUUR) of
         the Company dated August 2, 2001 authorising the execution by the
         Company of the Supplemental Indenture;

(d)      the Officer's Certificate, dated August 22, 2001, by the corporate
         officers of the Company (the "OFFICER'S CERTIFICATE");

(e)      a letter by IMC USA Inc. adressed to ABN AMRO Trust Company (Nederland)
         BV approving and ratifying the entering into the Supplemental Indenture
         by the Company;

(f)      an executed copy of the Seven Year Indenture;

(g)      an executed copy of the Ten Year Indenture;

(h)      a signed copy of the Supplemental Indenture.




NOVEMBER 8, 2001                                                            3/10
22129912-000001



The documents under (a) through (e above are together referred to as the
"CORPORATE DOCUMENTS" and the documents under (a) through (h) above are together
referred to as the "DOCUMENTS".

Except as stated above, we have not examined any documents entered into by or
affecting the Company or any corporate records of the Company and have not made
any other enquiries concerning the Company.

In examining and describing the above documents and in giving the opinions
stated below, we have, to the extent necessary to form the opinions given below,
with your permission, assumed the following:

(i)      the genuineness of all signatures on all documents or on the originals
         thereof;

(ii)     the authenticity and completeness of all documents submitted to us as
         originals and the conformity to originals of all conformed, copied,
         faxed or specimen documents;

(iii)    the accuracy, completeness, validity and binding effect of the
         Corporate Documents and the factual matters certified or evidenced
         thereby at the date hereof and at any other relevant date;

(iv)     that nothing in this opinion is affected by the provisions of any law
         (other than the laws of the Netherlands);

(v)      that the Company has not passed a resolution to voluntarily wind-up
         (LIQUIDEREN), merge (FUSEREN) or de-merge (SPLITSEN) the Company and no
         petition has been presented nor order made by a court for the
         bankruptcy (FAILISSEMENT) or moratorium of payment (SURSEANCE VAN
         BETALING) of the Company and no receiver, trustee, administrator or
         similar officer has been appointed in respect of the Company or its
         assets and that no decision has been taken to dissolve (ONTBINDEN) the
         Company by (i) the Chamber of Commerce by virtue of article 2:19a of
         the Dutch Civil Code or (ii) the relevant District Court
         (ARRONDISSEMENTSRECHTBANK) by virtue of article 2:20a of the Dutch
         Civil Code.

         Although not constituting conclusive evidence thereof, our assumption
         is supported by information obtained by telephone today from the
         Bankruptcy's




NOVEMBER 8, 2001                                                            4/10
22129912-000001




         Clerk Office (FAILLISSEMENTSGRIFFIE) of the District Court of Amsterdam
         (being the competent court in view of the Company's corporate seat
         being at Amsterdam) and from the Chamber of Commerce.

(vi)     the Documents are within the capacity and powers of, and have been
         validly authorised and signed by each party other than the Company;

(vii)    each party to the Documents (other than the Company) has been duly
         incorporated and organised and is validly existing and in good standing
         (where such concept is legally relevant) under the laws of its
         jurisdiction of incorporation and of the jurisdiction of their
         principal place of business and will take, or has taken, all action
         (corporate or otherwise) required to execute, deliver and perform the
         Documents;

(viii)   under the laws of the State of New York to which the Ten Year Indenture
         the Seven Year Indenture and the Supplemental Indenture are expressed
         to be subject and any other applicable law (other than the law of the
         Netherlands) the Ten Year Indenture, Seven Year Indenture and the
         Supplemental Indenture constitute valid and legally binding obligations
         for the Company;

(ix)     under the laws of the State of New York to which the Ten Year Indenture
         the Seven Year Indenture and the Supplemental Indenture are expressed
         to be subject and any other applicable law (other than the law of the
         Netherlands), the guarantees referred to in Article 10 of the Ten Year
         Indenture and in Article 10 of the Seven Year Indenture, constitute the
         valid and legally binding obligations of each party thereto (including
         the Company) enforceable in accordance with their respective terms.

(x)      That the entering into of the Ten Year Indenture, the Seven Year
         Indenture and the Supplemental Indenture can be regarded as being in
         the corporate interest of the Company for purposes of section 2 : 7 of
         the Dutch Civil Code.

We do not express an opinion on the completeness or accuracy of the
representations or warranties made by the parties to the Ten Year Indenture,
Seven Year Indenture and Supplemental Indenture, matters of fact, matters of law
(other than the laws of the Netherlands), international law, including, without
limitation, the law of the European Union, and tax and anti-trust law, except to
the extent that





NOVEMBER 8, 2001                                                            5/10
22129912-000001





those representations and warranties and matters of fact and law are explicitly
covered by the opinions below and except to the extent the law of the European
Union (other than anti-trust and tax law) has direct force and effect in the
Netherlands. No opinion is given on commercial, accounting, tax or non-legal
matters or on the ability of the parties to meet their financial or other
obligations under the Ten Year Indenture, Seven Year Indenture and Supplemental
Indenture.

Based upon and subject to the foregoing and subject to any matters, documents or
events not disclosed to us by the parties concerned and having regard to such
legal consideration as we deem relevant, and subject to the qualifications
listed below we are of the opinion that:

a.       The Company is a corporation duly incorporated under the laws of the
         Netherlands as a private company with limited liability (BESLOTEN
         VENNOOTSCHAP MET BEPERKTE AANSPRAKELIJKHEID).

b.       The Company has the corporate power and capacity to carry on the type
         of business as described in its articles of association; such business
         includes the borrowing or granting of loans, as well as the granting of
         security, to guarantee the obligations of other persons, in any other
         manner, or to become jointly or severally liable for others (including
         group companies) (ZICH OP ANDERE WIJZE STERK MAKEN OF ZICH HOOFDELIJK
         NAAST OF VOOR ANDEREN VERBINDEN (INCLUSIEF GROEPSMAATSCHAPPIJEN).

c.       The Company is represented by the board of directors (DIRECTIE). Each
         member of the board of directors may also represent the Company.
         Pursuant to the Excerpt ABN AMRO Trust Company (Nederland) B.V. is the
         sole director of the Company.

d.       The guarantees referred to in Article 10 of the Ten Year Indenture and
         in Article 10 of the Seven Year Indenture , constitute the valid and
         legally binding obligations of the Company and are enforceable in
         accordance with their respective terms.

e.       The execution, delivery and performance of the Supplemental Indenture
         by the Company has been duly authorised by all requisite corporate
         action required by its articles of association and by Dutch corporate
         law.




NOVEMBER 8, 2001                                                            6/10
22129912-000001




The opinions expressed above are subject to the following qualifications:

(i)      The courts of the Netherlands may give effect to the mandatory rules of
         the laws of another country with which the situation has a close
         connection, if and insofar as, under the law of the latter country,
         those rules must be applied whatever the law applicable to the
         contract. In considering whether to give effect to these mandatory
         rules of such third country, the nature and purpose and the
         consequences of their application or non-application will be taken into
         account. Moreover, a Dutch court may give effect to the rules of the
         laws of the Netherlands in a situation where they are mandatory
         irrespective of the law otherwise applicable to the documents in
         question.

(ii)     The application of a rule of the law of any country that otherwise
         would govern an agreement (which would also include the Ten Year
         Indenture, Seven Year Indenture and the Supplemental Indenture) may be
         refused by the courts of the Netherlands if such application is
         manifestly incompatible with the public policy (ORDRE PUBLIC) of the
         Netherlands.

(iii)    To the extent that the laws of the Netherlands would apply to the Ten
         Year Indenture, Seven Year Indenture and the Supplemental Indenture (i)
         the courts of the Netherlands may deem applicable in addition to the
         legal consequences (RECHTSGEVOLGEN) which have been agreed upon by the
         parties, such legal consequences which, pursuant to the nature the Ten
         Year Indenture, Seven Year Indenture and the Supplemental Indenture,
         would result from the law, usual practices or the requirements of
         reasonableness and fairness (REDELIJKHEID AND BILLIJKHEID), (ii) the
         enforcement of obligations may be limited to the extent that a court
         may, as a result of general principles of Dutch civil law and dependent
         upon all relevant circumstances of the particular case, deem
         enforcement unacceptable with a view to the standards of reasonableness
         and fairness and (iii) the courts of the Netherlands may change the
         effects of a contractual obligation at the request of any one of the
         parties thereto, or terminate the whole or any part of such contractual
         obligations on the ground that unforeseen circumstances have occurred
         of such a nature that the other party or parties may, according to
         standards of reasonableness and fairness, not expect an unchanged
         performance of the obligation under such contractual obligation; such a
         change or termination may be given retroactive force, and (iv) the
         courts of the Netherlands may change the effects of a contractual
         obligation on the basis of abuse of authority (MISBRUIK VAN
         BEVOEGDHEID). Moreover,




NOVEMBER 8, 2001                                                            7/10
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         enforcement of the documents may be subject to restrictions as a result
         of lack of consensus ad idem (WILSGEBREKEN) and the legal consequences
         thereof.

(iv)     Any enforcement of the Ten Year Indenture, Seven Year Indenture and the
         Supplemental Indenture and of any foreign judgments in the Netherlands
         will be subject to the rules of civil procedure as applied by the
         courts of the Netherlands; such courts have the power to make an award
         in a foreign currency; enforcement against the assets in the
         Netherlands of a judgment for a sum of money expressed in foreign
         currency would be executed, however, in terms of Dutch legal tender and
         the applicable rate of exchange would be that prevailing at the date of
         payment.

(v)      Enforcement of obligations before the courts of the Netherlands will be
         subject to the degree to which the relevant obligations are enforceable
         under their governing law, to the nature of the remedies available in
         the courts of the Netherlands, the acceptance by such courts of
         jurisdiction, the effect of provisions imposing prescription periods
         and to the availability of defences such as set off (unless validly
         waived) and counter-claim; specific performance may not always be
         awarded. In addition, our opinion is subject to and limited by the
         provisions of any applicable bankruptcy, insolvency, moratorium and
         other laws of general application relating to or affecting generally
         the enforcement of creditors' rights and remedies (including the
         doctrine of creditors' prejudice (ACTIO PAULIANA) within the meaning of
         Section 3:45 of the Dutch Civil Code and/or Section 42 et. sec. of the
         Dutch Bankruptcy Code (FAILLISSEMENTSWET).

(vi)     The terms "legal", "valid", "binding", "obligation" and "enforceable"
         mean that the obligations to which those terms relate are of a type
         which under the laws of the Netherlands are generally recognised or are
         generally enforceable, however specific performance may not always be
         granted by Dutch courts.

(vii)    All powers of attorney (including, but not limited to, powers of
         attorney expressed to be irrevocable and all appointments of agents) by
         the Company, explicitly or by implication, terminate by operation of
         law and without notice upon the bankruptcy (FAILLISSEMENT) of the
         Company.




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(viii)   Powers of attorney, which are expressed to be irrevocable, are not
         capable of being revoked insofar as they extend to the performance of
         legal acts (RECHTSHANDELINGEN) which are in the interest of the
         attorney appointed under such power of attorney or a third party.
         However, at the request of the person issuing the power of attorney, an
         heir or the trustee of such person, the court may amend or cancel an
         irrevocable power of attorney for significant reasons.

(ix)     Unless otherwise provided therein, any power of attorney terminates by
         operation of law upon the death of, the commencement of legal
         guardianship over, the bankruptcy of, or the declaration that a debt
         settlement arrangement shall apply to, the attorney appointed under
         such power of attorney or by notice of termination given by such
         attorney.

         Any appointment of a process agent is subject to the rules set forth in
         qualifications (vii) through (ix).

(x)      Agreements may be amended orally by the parties thereto notwithstanding
         provisions therein to the contrary.

(xi)     The taking of concurrent proceedings in more than one jurisdiction may
         be disallowed by the courts of the Netherlands, but such courts have
         the power to stay proceedings if concurrent proceedings are being
         brought elsewhere; finally, the ability of any party to assume control
         over another party's proceedings before the courts of the Netherlands
         may be limited by Dutch rules of civil procedure.

(xii)    Service of process before a Dutch court must be performed in accordance
         with Dutch law of civil procedure.

(xiii)   Insofar as the laws of the Netherlands are concerned the courts of the
         Netherlands have the discretion to decrease the amount of the agreed
         upon damages, indemnities or penalties provided for under the Ten Year
         Indenture, Seven Year Indenture and the Supplemental Indenture which
         they regard as manifestly excessive.

(xiv)    The question whether or not provisions in the Ten Year Indenture, Seven
         Year Indenture and the Supplemental Indenture which may be invalid or
         void may be severed from the other provisions thereof in order to save
         those





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22129912-000001





         other provisions (PARTIELE NIETIGHEID) would be determined by Dutch
         courts at their discretion.

(xv)     the Company is obliged to comply with all notification and registration
         requirements of the Dutch Central Bank (DE NEDERLANDSCHE BANK N.V. :
         hereinafter referred to as "DNB") in connection with payments to be
         made by the Company in or from non-residents of the Netherlands in
         accordance with the General Reporting Instructions 2000
         (RAPPORTAGEVOORSCHRIFTEN BUITENLANDS BETALINGSVERKEER 2000) issued by
         DNB pursuant to the External Financial Relations Act 1994 (WET
         FINANCIELE BETREKKINGEN BUITENLAND 1994), although a failure to perform
         any of these formalities will not adversely affect the validity,
         effectiveness, enforceability or admissibility in evidence of the Ten
         Year Indenture, Seven Year Indenture and the Supplemental Indenture or
         any payment made or to be made thereunder.

(xvi)    There is no treaty regarding the recognition and enforcement of
         judicial decisions between the United States of America and the
         Netherlands. Therefore, a final judgement against the Company rendered
         by any New York State or Federal court sitting in the City of New York
         State would not be automatically be enforceable in the Netherlands.
         However, a final judgment obtained in a New York State or Federal court
         sitting in the City of New York State and not rendered by default,
         which is not subject to appeal or other means of contestation ans is
         enforceable in New York with respect to the payment of obligations of
         the Company under the Documents expressed to be subject to New York law
         would generally be upheld and be regarded by a Dutch court of competent
         jurisdiction as conclusive evidence when asked to render a judgement in
         accordance with that judgment by a New York court, without substantive
         re-examination or re-litigation of the merits of the subject matter
         thereof, if that judgment has been rendered by a court of competent
         jurisdiction, in accordance with the principles of natural justice, its
         contents and enforcement do not conflict with Dutch public policy
         (ordre public) and it has not been rendered in proceedings of a penal
         or revenu or other public law nature.

In issuing this opinion we do not assume any obligation to notify or to inform
you of any developments subsequent to its date that might render its contents
untrue or inaccurate in whole or in part at such time.





NOVEMBER 8, 2001                                                           10/10
22129912-000001




This opinion:

(a)      expresses and describes Dutch legal concepts in English and not in
         their original Dutch terms; these concepts may not be identical to the
         concepts described by the English translations; this opinion may
         therefore be relied upon only on the express condition that it shall be
         governed by and that all words and expressions used herein shall be
         construed and interpreted in accordance with the laws of the
         Netherlands;

(b)      speaks as of the date stated above;

(c)      is addressed to you and is solely for your benefit;

(d)      is strictly limited to the matters set forth herein and no opinion may
         be inferred or implied beyond that expressly stated herein;

(e)      may not be relied upon by any other person, company, enterprise or
         institution other than you.

The foregoing opinion is limited to the laws of the Netherlands as at present in
effect.

This opinion is given by the undersigned, a partner of Baker & McKenzie,
Amsterdam and not by or on behalf of any other office or associated firm of
Baker & McKenzie. In this opinion the expressions "we", "us", "our" and like
expression should be construed accordingly.

Yours sincerely,

/s/ K.J.T. Smit                                     /s/ P.L.A.M. Schroeder
- -----------------------------                       ----------------------------
K.J.T. Smit                                         P.L.A.M. Schroeder

EX-5.I(D)

                                                                 Exhibit 5.i.(d)






                                                                                                 

Harold H. MacKay, Q.C.   Robert B. Pletch, Q.C.      A. Robson Garden, Q.C. *   Maurice O. Laprairie, Q.C.    Offices in
Donald K. Wilson, Q.C.   Larry B. LeBlanc, Q.C.      R. Neil MacKay *           Leonard D. Andrychuk, Q.C.    Saskatoon and Regina
Bruce W. Wirth *         David B. Jahnke *           Alain J. Gaucher *         Robert G. Richards, Q.C.
Douglas A. Ballou        Brian J. Kenny              Danny R. Anderson *        Michael D. Tochor             SASKATOON OFFICE:
Douglas C. Hodson *      Robert W. Leurer            James S. Kerby *           Douglas L. Osborn *           1500 - 410 - 22nd
Randy U. Brunet          John A. Dipple              Jeffrey M. Lee *           Kevin C. Wilson *             Street E.
Conrad D. Hadubiak       F. Neil Turcotte *          Eileen V. Libby            Scott A. Exner                Saskatoon,
Paul A. Beke *           Vanessa Monar Enweani *     Grant D. Marshak *         Todd M. Rosenberg *           Saskatchewan
M. Jean Torrens *        Aaron D. Runge              Jordan P. Hardy            Rachelle Verret Morphy        Canada, S7K 5T6
James D. Camplin         Carol L. Carlson *          Kurt G. Wintermute *       Dana D.J. Schindelka          Telephone:
Heather D. Heavin        Michael J. Clark *          Deron A. Kuski             Chris A. Woodland *               (306) 975-7100
Crystal L. Taylor *      Bradley N. Vance            Lynn E. Hnatick *          Brendan M. Delehanty *        Fax:
Michael J. Harmel        Jennifer M. Arndt *         Christine G. Bogad         Jason W. Mohrbutter               (306) 975-7145
H. Tyson Dahlem *        Andrea J. Johnston *                                                                 Website www.mlt.com

                                                                                                            * Resident in Saskatoon
                          ------------------------------------------------
                                              COUNSEL                                            Please refer to: Danny R. Anderson
                                 The Hon. Donald K. MacPherson, Q.C.                             Direct Line: (306) 975-7133
                                    W. Thomas Molloy, O.C., Q.C.*                                E-mail:    DAnderson@mlt.com




November 9, 2001

IMC Global Inc.
100 South Saunders Road
Suite 300
Lake Forest, IL 60045

- -    and -

IMC Canada Ltd.
Belle Plaine Plant Site
Belle Plaine, SK  S0K 0G0

Ladies and Gentlemen:

REGISTRATION STATEMENT ON FORM S-4, REGISTRATION NO. 333-71510

We are issuing this opinion letter in our capacity as special legal counsel in
the Province of Saskatchewan to IMC Canada Ltd. ("IMC Canada"), a Canada
corporation extra-provincially registered to carry on business in the Province
of Saskatchewan. IMC Canada is one of several guarantors (such guarantors,
including IMC Canada, are hereinafter collectively referred to as the
"Guarantors"), in connection with the proposed registration by IMC Global Inc.
(the "Issuer") of $400,000,000 in aggregate principal amount of the Issuer's
10.875% Senior Notes due 2008, Series B (the "Seven-Year Exchange Notes") and
$300,000,000 in aggregate principal amount of the Issuer's 11.250% Senior Notes
due 2011, Series B (the "Ten-Year Exchange Notes," and together with the
Seven-Year Exchange Notes, the "Exchange Notes") pursuant to a Registration
Statement on Form S-4 (Registration No. 333-71510) originally filed with the
Securities and Exchange Commission (the "Commission") on October 12, 2001, under
the Securities Act of 1933, as amended (the "Act") (such Registration Statement,
as amended or supplemented, is hereinafter referred to as the "Registration
Statement"). The obligations of the Issuer under the Exchange Notes will be
guaranteed by the Guarantors (the "Guarantees"). The Exchange Notes and the
Guarantees are to be issued pursuant to indentures (as amended and supplemented
from time to time, collectively the "Indenture"), dated as of May 17, 2001,
between the Issuer, the Guarantors and The Bank of New York, as trustee. The
Exchange Notes and the Guarantees are to be issued in exchange for and in
replacement of the Issuer's 10.875% Senior Notes due 2008 (the "Old Seven-Year
Notes"), of which $400,000,000 in aggregate principal amount is outstanding and
11.250% Senior Notes due 2011 (the "Old Ten-Year



Notes," and together with the Old Seven-Year Notes, the "Old Notes"), of
which $300,000,000 in aggregate principal amount (of which $200,000,000 in
the aggregate principal amount was issued in May, 2001 and $100,000,000 in
the aggregate principal amount was issued in October, 2001) is outstanding.

In that connection, we have examined originals, or copies certified or otherwise
identified to our satisfaction, of such documents, corporate records and other
instruments as we have deemed necessary for the purposes of this opinion,
including (i) the Articles of Incorporation and By-Laws of IMC Canada, (ii)
minutes and records of the corporate proceedings of IMC Canada with respect to
the issuance of the Exchange Notes and the Guarantees, (iii) the Indenture, and
(iv) the Registration Statement. We have assumed that the resolutions of the
sole director of IMC Canada dated May 17, 2001 and October 31, 2001 relating to,
among other things, the issuance of the Exchange Notes and the Guarantees,
remain in full force and effect, unamended.

For purposes of this opinion, we have assumed the authenticity of all documents
submitted to us as originals, the conformity to the originals of all documents
submitted to us as copies and the authenticity of the originals of all documents
submitted to us as copies. We have also assumed the genuineness of the
signatures of persons signing all documents in connection with which this
opinion is rendered, the authority of such persons signing on behalf of the
parties thereto other than IMC Canada and the due authorization, execution and
delivery of all documents by the parties thereto other than IMC Canada. As to
any facts material to the opinions expressed herein which we have not
independently established or verified, we have relied upon statements and
representations of officers and other representatives of IMC Canada and others.

Our opinion expressed below is subject to the qualifications that we express no
opinion as to the applicability of, compliance with, or effect of (i) any
bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance, moratorium or other similar law affecting the enforcement of
creditors' rights generally, (ii) general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law), and
(iii) public policy considerations which may limit the rights of parties to
obtain certain remedies.

Based upon and subject to the assumptions, qualifications and limitations set
forth herein, we are of the opinion that when (i) the Exchange Notes have been
duly executed, authenticated and issued in accordance with the provisions of the
Indenture and duly delivered to the holders thereof in exchange for the Old
Notes, and (ii) the Guarantees have been duly executed and delivered by IMC
Canada, the Guarantees will be validly issued and binding obligations of IMC
Canada.

We hereby consent to the filing of this opinion with the commission as Exhibit
5.1 to the Registration Statement. We also consent to the reference to our firm
under the heading "Validity of the New Securities" in the Registration
Statement. In giving this consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission.

Our advice on every legal issue addressed in this letter is based exclusively on
the laws of the Province of Saskatchewan and the federal laws of Canada
applicable therein in force on the date hereof.







This opinion is limited to the specific issues addressed herein, and no opinion
may be inferred or implied beyond that expressly stated herein. We assume no
obligation to revise or supplement this opinion should the present laws of the
Province of Saskatchewan or the federal laws of Canada applicable therein be
changed by legislative action, judicial decision or otherwise.

This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose.

Yours truly,


/s/ MacPherson Leslie & Tyerman
- -------------------------------------
"MacPherson Leslie & Tyerman"

EX-10.III(A)

                                                               Exhibit 10.iii(a)

                                    ADDENDUM


The following was agreed to on July 10, 2001 as an addendum to the Employment
Agreement, as amended and restated, dated October 24, 2000, between Douglas A.
Pertz and IMC Global.


ARTICLE 1, EMPLOYMENT

         Section 1.  TERM.  The current Agreement is amended as follows:

         1. TERM. The term of this Agreement (the "Term") shall commence on
September 15, 2001 (the "Effective Date") and shall terminate on the second
anniversary of the Effective Date; provided, however, that unless (i) the
Company gives written notice of its intent to terminate the Agreement at least
three (3) months prior to the second anniversary of the Effective Date or (ii)
the Executive gives notice of his intent to terminate the Agreement at least six
(6) months prior to the second anniversary of the Effective Date, this Agreement
shall renew automatically for an additional one year term and shall continue to
renew automatically for additional one year terms unless (i) written notice of
the Company's intent to terminate the Agreement is given at least three (3)
months prior to the expiration of the then current term or (ii) written notice
of the Executive's intent to terminate the Agreement is given at least six (6)
months prior to the expiration of the then current term.


ARTICLE 3, TERMINATION OF EMPLOYMENT

         Section 1 (d) 2. The current Agreement is amended as follows:

         2. An amount equal to three times the target award for the Executive
for the year in which the Severance Event occurs under the Company's Management
Incentive Compensation Program, or successor annual bonus plan in effect;


         Section 3.  TERMINATION AT EXPIRATION OF AGREEMENT.  The current
Agreement is amended as follows:

         3. TERMINATION AT EXPIRATION OF AGREEMENT. If the Executive's
employment is terminated at the expiration of this Agreement as provided in
Section 1.01, or if the Executive's employment is terminated at any time by
mutual agreement of the Executive and Board of Directors, the Executive shall be
entitled to receive the Severance Benefits described above in Section
3.01(d)(1)-(9); provided, however, that wherever the word "three" appears in
Section 3.01, it shall be replaced with the word "two."

In consideration for the above, the Company agrees to grant the Executive
175,000 stock options at a price of $9.60, the closing price as of July 10,
2001, and grant the Executive 100,000 shares of restricted stock. These options
will have a ten year term and the options and restricted shares will vest as
follows: one third will vest at the first anniversary of the award, another
third will vest at the second anniversary and the final third will vest at the
third anniversary. The terms



and conditions of such options and restricted
shares shall be governed by the Executive's individual award agreements and the
Company's 1988 Stock Option and Award Plan, as amended from time to time.


AGREED TO:

IMC Executive Committee


By:  /s/ RAYMOND F. BENTELE                          July 10, 2001
   -------------------------------                 -----------------------
         Raymond F. Bentele                          Date


IMC Compensation Committee


By:  /s/ RICHARD L. THOMAS                           July 10, 2001
   -------------------------------                 -----------------------
         Richard L. Thomas                           Date

Executive


By:  /s/ DOUGLAS A. PERTZ                            July 10, 2001
   -------------------------------                 -----------------------
         Douglas A. Pertz                            Date

EX-12

                                                                      EXHIBIT 12

                                 IMC Global Inc.
                Computation of Ratio of Earnings to Fixed Charges




- ------------------------------------------------------------------------------------------------------------------------------
                                          SIX MONTHS ENDED                     YEARS ENDED DECEMBER 31
                                           JUNE 30, 2001     2000          1999           1998         1997           1996
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                               
Fixed charges:
Interest charges                            $    65.6      $  112.6      $  111.4      $  104.7     $   40.2         $ 43.6
Rent expense                                      2.5           5.0           6.4           7.5          6.0            5.8
                                           ----------     ---------    ----------    ----------    ---------      ---------
Total fixed charges                         $    68.1      $  117.6      $  117.8      $  112.2     $   46.2       $   49.4

Earnings:
Earnings (loss) from continuing
  operations before minority interest     $       7.8      $  118.7      $ (390.9)     $  254.1      $ 224.6        $ 388.7
Interest charges                                 65.6         112.6         111.4         104.7         40.2           43.6
Rent expense                                      2.5           5.0           6.4           7.5          6.0            5.8
                                          -----------     ---------    -----------   -----------   ---------      ---------
Total earnings                              $    75.9      $  236.3      $ (273.1)     $  366.3      $ 270.8        $ 438.1

Ratio of earnings to fixed charges(a)            1.11          2.01            -           3.26         5.86           8.87



(a) The Company's earnings were insufficient to cover fixed charges by $390.9
    million for the year ended December 31, 1999.


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

EX-23

                                                                      Exhibit 23

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the references to our firm under the caption "Experts" in the
Registration Statement (Amendment No. 1 to Form S-4) and related Prospectus of
IMC Global Inc. for the registration of $400,000,000 of 10.875% Senior Notes due
2008 and $300,000,000 of 11.250% Senior Notes due 2011 and to the incorporation
by reference therein of our report dated January 30, 2001, except for Note 4, as
to which the date is February 28, 2001, with respect to the consolidated
financial statements of IMC Global Inc. included in its Current Report on Form
8-K filed on October 11, 2001 and our reports, each dated January 30, 2001, with
respect to the financial statements of Phosphate Resource Partners Limited
Partnership and the consolidated financial statements of IMC Phosphates Company
included in the Annual Report (Form 10-K) of Phosphate Resource Partners Limited
Partnership for the year ended December 31, 2000, filed with the Securities and
Exchange Commission.

                                                           /s/ Ernst & Young LLP



Chicago, Illinois
November 9, 2001

EX-24

                                                                Exhibit 24
                                POWER OF ATTORNEY

         The undersigned, being a Director and/or Officer of IMC Global Inc., a
Delaware corporation (the "Company"), hereby constitutes and appoints J.
Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true and
lawful attorneys and agents, each with full power and authority (acting alone
and without the other) to execute and deliver in the name and on behalf of the
undersigned as such Director and/or Officer, a Registration Statement on Form
S-4 under the Securities Act of 1933, as amended, with respect to the exchange
of its 10.875% Senior Notes due 2008 for a like principal amount of the
Company's issued and outstanding 10.875% Senior Notes due 2008, of which an
aggregate of $400 million in principal amount is outstanding, and of its 11.250%
Senior Notes due 2011 for a like principal amount of its issued and outstanding
11.250% Senior Notes due 2011, of which an aggregate of $200 million in
principal amount is outstanding; to execute and deliver any and all amendments
to such Registration Statement (including post-effective amendments) for filing
with the Securities and Exchange Commission; and in connection with the
foregoing, to do any and all acts and things and execute any and all instruments
which such attorneys and agents may deem necessary or advisable to enable the
Company to comply with the securities laws of the United States and of any state
or other political subdivision thereof. The undersigned hereby grants to such
attorneys and agents, and each of them, full power of substitution and
revocation in the premises and hereby ratifies and confirms all that such
attorneys and agents may do or cause to be done by virtue of these presents.


Dated this 26th day of June, 2001.


/s/ Douglas A. Pertz
- --------------------
Douglas A. Pertz







                                POWER OF ATTORNEY



         The undersigned, being a Director and/or Officer of IMC Global Inc., a
Delaware corporation (the "Company"), hereby constitutes and appoints E. Paul
Dunn, Jr. and Rose Marie Williams his or her true and lawful attorneys and
agents, each with full power and authority (acting alone and without the other)
to execute and deliver in the name and on behalf of the undersigned as such
Director and/or Officer, a Registration Statement on Form S-4 under the
Securities Act of 1933, as amended, with respect to the exchange of its 10.875%
Senior Notes due 2008 for a like principal amount of the Company's issued and
outstanding 10.875% Senior Notes due 2008, of which an aggregate of $400 million
in principal amount is outstanding, and of its 11.250% Senior Notes due 2011 for
a like principal amount of its issued and outstanding 11.250% Senior Notes due
2011, of which an aggregate of $200 million in principal amount is outstanding;
to execute and deliver any and all amendments to such Registration Statement
(including post-effective amendments) for filing with the Securities and
Exchange Commission; and in connection with the foregoing, to do any and all
acts and things and execute any and all instruments which such attorneys and
agents may deem necessary or advisable to enable the Company to comply with the
securities laws of the United States and of any state or other political
subdivision thereof. The undersigned hereby grants to such attorneys and agents,
and each of them, full power of substitution and revocation in the premises and
hereby ratifies and confirms all that such attorneys and agents may do or cause
to be done by virtue of these presents.


Dated this 11th day of October, 2001.


/s/ J. Reid Porter
- ----------------------
J. Reid Porter





                                     POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of IMC Global Inc., a
Delaware corporation (the "Company"), hereby constitutes and appoints J.
Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true and
lawful attorneys and agents, each with full power and authority (acting alone
and without the other) to execute and deliver in the name and on behalf of the
undersigned as such Director and/or Officer, a Registration Statement on Form
S-4 under the Securities Act of 1933, as amended, with respect to the exchange
of its 10.875% Senior Notes due 2008 for a like principal amount of the
Company's issued and outstanding 10.875% Senior Notes due 2008, of which an
aggregate of $400 million in principal amount is outstanding, and of its 11.250%
Senior Notes due 2011 for a like principal amount of its issued and outstanding
11.250% Senior Notes due 2011, of which an aggregate of $200 million in
principal amount is outstanding; to execute and deliver any and all amendments
to such Registration Statement (including post-effective amendments) for filing
with the Securities and Exchange Commission; and in connection with the
foregoing, to do any and all acts and things and execute any and all instruments
which such attorneys and agents may deem necessary or advisable to enable the
Company to comply with the securities laws of the United States and of any state
or other political subdivision thereof. The undersigned hereby grants to such
attorneys and agents, and each of them, full power of substitution and
revocation in the premises and hereby ratifies and confirms all that such
attorneys and agents may do or cause to be done by virtue of these presents.


Dated this 24th day of September, 2001.


/s/ Anne M. Scavone
- -----------------------
Anne M. Scavone






                                POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of IMC Global Inc., a
Delaware corporation (the "Company"), hereby constitutes and appoints J.
Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true and
lawful attorneys and agents, each with full power and authority (acting alone
and without the other) to execute and deliver in the name and on behalf of the
undersigned as such Director and/or Officer, a Registration Statement on Form
S-4 under the Securities Act of 1933, as amended, with respect to the exchange
of its 10.875% Senior Notes due 2008 for a like principal amount of the
Company's issued and outstanding 10.875% Senior Notes due 2008, of which an
aggregate of $400 million in principal amount is outstanding, and of its 11.250%
Senior Notes due 2011 for a like principal amount of its issued and outstanding
11.250% Senior Notes due 2011, of which an aggregate of $200 million in
principal amount is outstanding; to execute and deliver any and all amendments
to such Registration Statement (including post-effective amendments) for filing
with the Securities and Exchange Commission; and in connection with the
foregoing, to do any and all acts and things and execute any and all instruments
which such attorneys and agents may deem necessary or advisable to enable the
Company to comply with the securities laws of the United States and of any state
or other political subdivision thereof. The undersigned hereby grants to such
attorneys and agents, and each of them, full power of substitution and
revocation in the premises and hereby ratifies and confirms all that such
attorneys and agents may do or cause to be done by virtue of these presents.


Dated this 26th day of June, 2001.


/s/ Raymond F. Bentele
- --------------------------
Raymond F. Bentele






                                POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of IMC Global Inc.,
a Delaware corporation (the "Company"), hereby constitutes and appoints J.
Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true
and lawful attorneys and agents, each with full power and authority (acting
alone and without the other) to execute and deliver in the name and on behalf
of the undersigned as such Director and/or Officer, a Registration Statement
on Form S-4 under the Securities Act of 1933, as amended, with respect to the
exchange of its 10.875% Senior Notes due 2008 for a like principal amount of
the Company's issued and outstanding 10.875% Senior Notes due 2008, of which
an aggregate of $400 million in principal amount is outstanding, and of its
11.250% Senior Notes due 2011 for a like principal amount of its issued and
outstanding 11.250% Senior Notes due 2011, of which an aggregate of $200
million in principal amount is outstanding; to execute and deliver any and
all amendments to such Registration Statement (including post-effective
amendments) for filing with the Securities and Exchange Commission; and in
connection with the foregoing, to do any and all acts and things and execute
any and all instruments which such attorneys and agents may deem necessary or
advisable to enable the Company to comply with the securities laws of the
United States and of any state or other political subdivision thereof. The
undersigned hereby grants to such attorneys and agents, and each of them,
full power of substitution and revocation in the premises and hereby ratifies
and confirms all that such attorneys and agents may do or cause to be done by
virtue of these presents.


Dated this 30 day of June, 2001.


/s/ James M. Davidson
- ------------------------
James M. Davidson





                                POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of IMC Global Inc., a
Delaware corporation (the "Company"), hereby constitutes and appoints J.
Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true and
lawful attorneys and agents, each with full power and authority (acting alone
and without the other) to execute and deliver in the name and on behalf of the
undersigned as such Director and/or Officer, a Registration Statement on Form
S-4 under the Securities Act of 1933, as amended, with respect to the exchange
of its 10.875% Senior Notes due 2008 for a like principal amount of the
Company's issued and outstanding 10.875% Senior Notes due 2008, of which an
aggregate of $400 million in principal amount is outstanding, and of its 11.250%
Senior Notes due 2011 for a like principal amount of its issued and outstanding
11.250% Senior Notes due 2011, of which an aggregate of $200 million in
principal amount is outstanding; to execute and deliver any and all amendments
to such Registration Statement (including post-effective amendments) for filing
with the Securities and Exchange Commission; and in connection with the
foregoing, to do any and all acts and things and execute any and all instruments
which such attorneys and agents may deem necessary or advisable to enable the
Company to comply with the securities laws of the United States and of any state
or other political subdivision thereof. The undersigned hereby grants to such
attorneys and agents, and each of them, full power of substitution and
revocation in the premises and hereby ratifies and confirms all that such
attorneys and agents may do or cause to be done by virtue of these presents.


Dated this 26th day of June, 2001.


/s/ Harold H. MacKay
- ------------------------
Harold H. MacKay





                                POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of IMC Global Inc., a
Delaware corporation (the "Company"), hereby constitutes and appoints J.
Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true and
lawful attorneys and agents, each with full power and authority (acting alone
and without the other) to execute and deliver in the name and on behalf of the
undersigned as such Director and/or Officer, a Registration Statement on Form
S-4 under the Securities Act of 1933, as amended, with respect to the exchange
of its 10.875% Senior Notes due 2008 for a like principal amount of the
Company's issued and outstanding 10.875% Senior Notes due 2008, of which an
aggregate of $400 million in principal amount is outstanding, and of its 11.250%
Senior Notes due 2011 for a like principal amount of its issued and outstanding
11.250% Senior Notes due 2011, of which an aggregate of $200 million in
principal amount is outstanding; to execute and deliver any and all amendments
to such Registration Statement (including post-effective amendments) for filing
with the Securities and Exchange Commission; and in connection with the
foregoing, to do any and all acts and things and execute any and all instruments
which such attorneys and agents may deem necessary or advisable to enable the
Company to comply with the securities laws of the United States and of any state
or other political subdivision thereof. The undersigned hereby grants to such
attorneys and agents, and each of them, full power of substitution and
revocation in the premises and hereby ratifies and confirms all that such
attorneys and agents may do or cause to be done by virtue of these presents.


Dated this 28th day of June, 2001.


/s/ David B. Mathis
- ----------------------
David B. Mathis






                                POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of IMC Global Inc., a
Delaware corporation (the "Company"), hereby constitutes and appoints J.
Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true and
lawful attorneys and agents, each with full power and authority (acting alone
and without the other) to execute and deliver in the name and on behalf of the
undersigned as such Director and/or Officer, a Registration Statement on Form
S-4 under the Securities Act of 1933, as amended, with respect to the exchange
of its 10.875% Senior Notes due 2008 for a like principal amount of the
Company's issued and outstanding 10.875% Senior Notes due 2008, of which an
aggregate of $400 million in principal amount is outstanding, and of its 11.250%
Senior Notes due 2011 for a like principal amount of its issued and outstanding
11.250% Senior Notes due 2011, of which an aggregate of $200 million in
principal amount is outstanding; to execute and deliver any and all amendments
to such Registration Statement (including post-effective amendments) for filing
with the Securities and Exchange Commission; and in connection with the
foregoing, to do any and all acts and things and execute any and all instruments
which such attorneys and agents may deem necessary or advisable to enable the
Company to comply with the securities laws of the United States and of any state
or other political subdivision thereof. The undersigned hereby grants to such
attorneys and agents, and each of them, full power of substitution and
revocation in the premises and hereby ratifies and confirms all that such
attorneys and agents may do or cause to be done by virtue of these presents.


Dated this 26th day of June, 2001.


/s/ Donald F. Mazankowski
- ----------------------------
Donald F. Mazankowski





                                POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of IMC Global Inc., a
Delaware corporation (the "Company"), hereby constitutes and appoints J.
Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true and
lawful attorneys and agents, each with full power and authority (acting alone
and without the other) to execute and deliver in the name and on behalf of the
undersigned as such Director and/or Officer, a Registration Statement on Form
S-4 under the Securities Act of 1933, as amended, with respect to the exchange
of its 10.875% Senior Notes due 2008 for a like principal amount of the
Company's issued and outstanding 10.875% Senior Notes due 2008, of which an
aggregate of $400 million in principal amount is outstanding, and of its 11.250%
Senior Notes due 2011 for a like principal amount of its issued and outstanding
11.250% Senior Notes due 2011, of which an aggregate of $200 million in
principal amount is outstanding; to execute and deliver any and all amendments
to such Registration Statement (including post-effective amendments) for filing
with the Securities and Exchange Commission; and in connection with the
foregoing, to do any and all acts and things and execute any and all instruments
which such attorneys and agents may deem necessary or advisable to enable the
Company to comply with the securities laws of the United States and of any state
or other political subdivision thereof. The undersigned hereby grants to such
attorneys and agents, and each of them, full power of substitution and
revocation in the premises and hereby ratifies and confirms all that such
attorneys and agents may do or cause to be done by virtue of these presents.

Dated this 26th day of June, 2001.


/s/ Pamela B. Strobel
- -------------------------
Pamela B. Strobel



                                POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of IMC Global Inc.,
a Delaware corporation (the "Company"), hereby constitutes and appoints J.
Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true and
lawful attorneys and agents, each with full power and authority (acting alone
and without the other) to execute and deliver in the name and on behalf of the
undersigned as such Director and/or Officer, a Registration Statement on Form
S-4 under the Securities Act of 1933, as amended, with respect to the exchange
of its 10.875% Senior Notes due 2008 for a like principal amount of the
Company's issued and outstanding 10.875% Senior Notes due 2008, of which an
aggregate of $400 million in principal amount is outstanding, and of its 11.250%
Senior Notes due 2011 for a like principal amount of its issued and outstanding
11.250% Senior Notes due 2011, of which an aggregate of $200 million in
principal amount is outstanding; to execute and deliver any and all amendments
to such Registration Statement (including post-effective amendments) for filing
with the Securities and Exchange Commission; and in connection with the
foregoing, to do any and all acts and things and execute any and all instruments
which such attorneys and agents may deem necessary or advisable to enable the
Company to comply with the securities laws of the United States and of any state
or other political subdivision thereof. The undersigned hereby grants to such
attorneys and agents, and each of them, full power of substitution and
revocation in the premises and hereby ratifies and confirms all that such
attorneys and agents may do or cause to be done by virtue of these presents.

Dated this 26th day of June, 2001.


/s/ Richard L. Thomas
- -------------------------
Richard L. Thomas



                                POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of Carey Salt Company,
a Delaware corporation (the "Company"), hereby constitutes and appoints E. Paul
Dunn, Jr. and Rose Marie Williams his or her true and lawful attorneys and
agents, each with full power and authority (acting alone and without the other)
to execute and deliver in the name and on behalf of the undersigned as such
Director and/or Officer, a Registration Statement on Form S-4 under the
Securities Act of 1933, as amended, with respect to the exchange of IMC Global
Inc.'s ("IMC's") 10.875% Senior Notes due 2008 for a like principal amount of
IMC's issued and outstanding 10.875% Senior Notes due 2008, of which an
aggregate of $400 million in principal amount is outstanding, and of IMC's
11.250% Senior Notes due 2011 for a like principal amount of IMC's issued and
outstanding 11.250% Senior Notes due 2011, of which an aggregate of $200 million
in principal amount is outstanding; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms
all that such attorneys and agents may do or cause to be done by virtue of
these presents.

Dated this 11th day of October, 2001.


/s/ J. Reid Porter
- -------------------------
J. Reid Porter




                                POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of Carey Salt Company,
a Delaware corporation (the "Company"), hereby constitutes and appoints J.
Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true and
lawful attorneys and agents, each with full power and authority (acting alone
and without the other) to execute and deliver in the name and on behalf of the
undersigned as such Director and/or Officer of the Company, a Registration
Statement on Form S-4 under the Securities Act of 1933, as amended, with
respect to the exchange of IMC Global Inc.'s ("IMC's") 10.875% Senior Notes due
2008 for a like principal amount of IMC's issued and outstanding 10.875% Senior
Notes due 2008, of which an aggregate of $400 million in principal amount is
outstanding, and of IMC's 11.250% Senior Notes due 2011 for a like principal
amount of IMC's issued and outstanding 11.250% Senior Notes due 2011, of which
an aggregate of $200 million in principal amount is outstanding; to execute and
deliver any and all amendments to such Registration Statement (including
post-effective amendments) for filing with the Securities and Exchange
Commission; and in connection with the foregoing, to do any and all acts and
things and execute any and all instruments which such attorneys and agents may
deem necessary or advisable to enable the Company to comply with the securities
laws of the United States and of any state or other political subdivision
thereof. The undersigned hereby grants to such attorneys and agents, and each of
them, full power of substitution and revocation in the premises and hereby
ratifies and confirms all that such attorneys and agents may do or cause to be
done by virtue of these presents.

Dated this 27th day of September, 2001.


/s/ Robert F. Clark
- -------------------------
Robert F. Clark




                                POWER OF ATTORNEY


         The undersigned, being Vice President of IMC Salt Inc. (and principal
accounting officer of Carey Salt Company, a Delaware corporation (the
"Company")), hereby constitutes and appoints J. Bradford James, E. Paul Dunn,
Jr., and Rose Marie Williams his or her true and lawful attorneys and agents,
each with full power and authority (acting alone and without the other) to
execute and deliver in the name and on behalf of the undersigned as such
principal accounting officer, a Registration Statement on Form S-4 under the
Securities Act of 1933, as amended, with respect to the exchange of IMC Global
Inc.'s ("IMC's") 10.875% Senior Notes due 2008 for a like principal amount of
IMC's issued and outstanding 10.875% Senior Notes due 2008, of which an
aggregate of $400 million in principal amount is outstanding, and of IMC's
11.250% Senior Notes due 2011 for a like principal amount of IMC's issued and
outstanding 11.250% Senior Notes due 2011, of which an aggregate of $200 million
in principal amount is outstanding; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.


Dated this 27th day of September, 2001.


/s/ Rodney L. Underdown
- ----------------------------
Rodney L. Underdown





                                POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of FMRP Inc., a
Delaware corporation (the "Company"), hereby constitutes and appoints E. Paul
Dunn, Jr. and Rose Marie Williams his or her true and lawful attorneys and
agents, each with full power and authority (acting alone and without the other)
to execute and deliver in the name and on behalf of the undersigned as such
Director and/or Officer, a Registration Statement on Form S-4 under the
Securities Act of 1933, as amended, with respect to the exchange of IMC Global
Inc.'s ("IMC's") 10.875% Senior Notes due 2008 for a like principal amount of
IMC's issued and outstanding 10.875% Senior Notes due 2008, of which an
aggregate of $400 million in principal amount is outstanding, and of IMC's
11.250% Senior Notes due 2011 for a like principal amount of IMC's issued and
outstanding 11.250% Senior Notes due 2011, of which an aggregate of $200 million
in principal amount is outstanding; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.


Dated this 11th day of October, 2001.


/s/ J. Reid Porter
- ----------------------
J. Reid Porter






                                POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of FMRP Inc., a
Delaware corporation (the "Company"), hereby constitutes and appoints J.
Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true and
lawful attorneys and agents, each with full power and authority (acting alone
and without the other) to execute and deliver in the name and on behalf of the
undersigned as such Director and/or Officer of the Company, a Registration
Statement on Form S-4 under the Securities Act of 1933, as amended, with respect
to the exchange of IMC Global Inc.'s ("IMC's") 10.875% Senior Notes due 2008 for
a like principal amount of IMC's issued and outstanding 10.875% Senior Notes due
2008, of which an aggregate of $400 million in principal amount is outstanding,
and of IMC's 11.250% Senior Notes due 2011 for a like principal amount of IMC's
issued and outstanding 11.250% Senior Notes due 2011, of which an aggregate of
$200 million in principal amount is outstanding; to execute and deliver any and
all amendments to such Registration Statement (including post-effective
amendments) for filing with the Securities and Exchange Commission; and in
connection with the foregoing, to do any and all acts and things and execute any
and all instruments which such attorneys and agents may deem necessary or
advisable to enable the Company to comply with the securities laws of the United
States and of any state or other political subdivision thereof. The undersigned
hereby grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.


Dated this 24th day of September, 2001.


/s/ Douglas A. Pertz
- -----------------------
Douglas A. Pertz






                                POWER OF ATTORNEY


         The undersigned, being Vice President and Controller of IMC Global Inc.
(and principal accounting officer of FMRP Inc., a Delaware corporation (the
"Company")), hereby constitutes and appoints J. Bradford James, E. Paul Dunn,
Jr., and Rose Marie Williams his or her true and lawful attorneys and agents,
each with full power and authority (acting alone and without the other) to
execute and deliver in the name and on behalf of the undersigned as such
principal accounting officer, a Registration Statement on Form S-4 under the
Securities Act of 1933, as amended, with respect to the exchange of IMC Global
Inc.'s ("IMC's") 10.875% Senior Notes due 2008 for a like principal amount of
IMC's issued and outstanding 10.875% Senior Notes due 2008, of which an
aggregate of $400 million in principal amount is outstanding, and of IMC's
11.250% Senior Notes due 2011 for a like principal amount of IMC's issued and
outstanding 11.250% Senior Notes due 2011, of which an aggregate of $200 million
in principal amount is outstanding; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.


Dated this 26th day of September, 2001.


/s/ Anne M. Scavone
- ----------------------
Anne M. Scavone






                                POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of GSL Corporation, a
Delaware corporation (the "Company"), hereby constitutes and appoints E. Paul
Dunn, Jr. and Rose Marie Williams his or her true and lawful attorneys and
agents, each with full power and authority (acting alone and without the other)
to execute and deliver in the name and on behalf of the undersigned as such
Director and/or Officer, a Registration Statement on Form S-4 under the
Securities Act of 1933, as amended, with respect to the exchange of IMC Global
Inc.'s ("IMC's") 10.875% Senior Notes due 2008 for a like principal amount of
IMC's issued and outstanding 10.875% Senior Notes due 2008, of which an
aggregate of $400 million in principal amount is outstanding, and of IMC's
11.250% Senior Notes due 2011 for a like principal amount of IMC's issued and
outstanding 11.250% Senior Notes due 2011, of which an aggregate of $200 million
in principal amount is outstanding; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.


Dated this 11th day of October, 2001.


/s/ J. Reid Porter
- --------------------
J. Reid Porter






                                POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of GSL Corporation, a
Delaware corporation (the "Company"), hereby constitutes and appoints J.
Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true and
lawful attorneys and agents, each with full power and authority (acting alone
and without the other) to execute and deliver in the name and on behalf of the
undersigned as such Director and/or Officer, a Registration Statement on Form
S-4 under the Securities Act of 1933, as amended, with respect to the exchange
of IMC Global Inc.'s ("IMC's") 10.875% Senior Notes due 2008 for a like
principal amount of IMC's issued and outstanding 10.875% Senior Notes due 2008,
of which an aggregate of $400 million in principal amount is outstanding, and of
IMC's 11.250% Senior Notes due 2011 for a like principal amount of IMC's issued
and outstanding 11.250% Senior Notes due 2011, of which an aggregate of $200
million in principal amount is outstanding; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.


Dated this 26th day of September, 2001.


/s/ John U. Huber
- -------------------
John U. Huber






                                POWER OF ATTORNEY


         The undersigned, being Vice President and Controller of IMC Global Inc.
(and principal accounting officer of GSL Corporation, a Delaware corporation
(the "Company")), hereby constitutes and appoints J. Bradford James, E. Paul
Dunn, Jr., and Rose Marie Williams his or her true and lawful attorneys and
agents, each with full power and authority (acting alone and without the other)
to execute and deliver in the name and on behalf of the undersigned as such
principal accounting officer, a Registration Statement on Form S-4 under the
Securities Act of 1933, as amended, with respect to the exchange of IMC Global
Inc.'s ("IMC's") 10.875% Senior Notes due 2008 for a like principal amount of
IMC's issued and outstanding 10.875% Senior Notes due 2008, of which an
aggregate of $400 million in principal amount is outstanding, and of IMC's
11.250% Senior Notes due 2011 for a like principal amount of IMC's issued and
outstanding 11.250% Senior Notes due 2011, of which an aggregate of $200 million
in principal amount is outstanding; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.


Dated this 28th day of September, 2001.


/s/ Anne M. Scavone
- ----------------------
Anne M. Scavone






                                POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of Harris Chemical
North America, Inc., a Delaware corporation (the "Company"), hereby constitutes
and appoints E. Paul Dunn, Jr. and Rose Marie Williams his or her true and
lawful attorneys and agents, each with full power and authority (acting alone
and without the other) to execute and deliver in the name and on behalf of the
undersigned as such Director and/or Officer, a Registration Statement on Form
S-4 under the Securities Act of 1933, as amended, with respect to the exchange
of IMC Global Inc.'s ("IMC's") 10.875% Senior Notes due 2008 for a like
principal amount of IMC's issued and outstanding 10.875% Senior Notes due 2008,
of which an aggregate of $400 million in principal amount is outstanding, and of
IMC's 11.250% Senior Notes due 2011 for a like principal amount of IMC's issued
and outstanding 11.250% Senior Notes due 2011, of which an aggregate of $200
million in principal amount is outstanding; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
of any state or other political subdivision thereof. The undersigned, hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.


Dated this 11th day of October, 2001.


/s/ J. Reid Porter
- ---------------------
J. Reid Porter






                                POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of Harris Chemical
North America, Inc., a Delaware corporation (the "Company"), hereby constitutes
and appoints J. Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his
or her true and lawful attorneys and agents, each with full power and authority
(acting alone and without the other) to execute and deliver in the name and on
behalf of the undersigned as such Director and/or Officer of the Company, a
Registration Statement on Form S-4 under the Securities Act of 1933, as amended,
with respect to the exchange of IMC Global Inc.'s ("IMC's") 10.875% Senior Notes
due 2008 for a like principal amount of IMC's issued and outstanding 10.875%
Senior Notes due 2008, of which an aggregate of $400 million in principal amount
is outstanding, and of IMC's 11.250% Senior Notes due 2011 for a like principal
amount of IMC's issued and outstanding 11.250% Senior Notes due 2011, of which
an aggregate of $200 million in principal amount is outstanding; to execute and
deliver any and all amendments to such Registration Statement (including
post-effective amendments) for filing with the Securities and Exchange
Commission; and in connection with the foregoing, to do any and all acts and
things and execute any and all instruments which such attorneys and agents may
deem necessary or advisable to enable the Company to comply with the securities
laws of the United States and of any state or other political subdivision
thereof. The undersigned hereby grants to such attorneys and agents, and each of
them, full power of substitution and revocation in the premises and hereby
ratifies and confirms all that such attorneys and agents may do or cause to be
done by virtue of these presents.


Dated this 24th day of September, 2001.


/s/ Douglas A. Pertz
- -----------------------
Douglas A. Pertz






                                POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of Harris Chemical
North America, Inc., a Delaware corporation (the "Company"), hereby constitutes
and appoints J. Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his
or her true and lawful attorneys and agents, each with full power and authority
(acting alone and without the other) to execute and deliver in the name and on
behalf of the undersigned as such Director and/or Officer of the Company, a
Registration Statement on Form S-4 under the Securities Act of 1933, as amended,
with respect to the exchange of IMC Global Inc.'s ("IMC's") 10.875% Senior Notes
due 2008 for a like principal amount of IMC's issued and outstanding 10.875%
Senior Notes due 2008, of which an aggregate of $400 million in principal amount
is outstanding, and of IMC's 11.250% Senior Notes due 2011 for a like
principal amount of IMC's issued and outstanding 11.250% Senior Notes due 2011,
of which an aggregate of $200 million in principal amount is outstanding; to
execute and deliver any and all amendments to such Registration Statement
(including post-effective amendments) for filing with the Securities and
Exchange Commission; and in connection with the foregoing, to do any and all
acts and things and execute any and all instruments which such attorneys and
agents may deem necessary or advisable to enable the Company to comply with the
securities laws of the United States and of any state or other political
subdivision thereof. The undersigned hereby grants to such attorneys and agents,
and each of them, full power of substitution and revocation in the premises and
hereby ratifies and confirms all that such attorneys and agents may do or cause
to be done by virtue of these presents.


Dated this 27th day of September, 2001.


/s/ John F. Tancredi
- -----------------------
John F. Tancredi






                                POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of Harris Chemical
North America, Inc., a Delaware corporation (the "Company"), hereby constitutes
and appoints J. Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his
or her true and lawful attorneys and agents, each with full power and authority
(acting alone and without the other) to execute and deliver in the name and on
behalf of the undersigned as such Director and/or Officer, a Registration
Statement on Form S-4 under the Securities Act of 1933, as amended, with respect
to the exchange of IMC Global Inc.'s ("IMC's") 10.875% Senior Notes due 2008
for a like principal amount of IMC's issued and outstanding 10.875% Senior Notes
due 2008, of which an aggregate of $400 million in principal amount is
outstanding, and of IMC's 11.250% Senior Notes due 2011 for a like principal
amount of IMC's issued and outstanding 11.250% Senior Notes due 2011, of which
an aggregate of $200 million in principal amount is outstanding; to execute and
deliver any and all amendments to such Registration Statement (including
post-effective amendments) for filing with the Securities and Exchange
Commission; and in connection with the foregoing, to do any and all acts and
things and execute any and all instruments which such attorneys and agents may
deem necessary or advisable to enable the Company to comply with the securities
laws of the United States and of any state or other political subdivision
thereof. The undersigned hereby grants to such attorneys and agents, and each of
them, full power of substitution and revocation in the premises and hereby
ratifies and confirms all that such attorneys and agents may do or cause to be
done by virtue of these presents.


Dated this 26th day of September, 2001.


/s/ Rose Marie Williams
- --------------------------
Rose Marie Williams






                                POWER OF ATTORNEY


         The undersigned, being Vice President and Chief Financial Officer of
IMC Chemicals Inc. (and principal accounting officer of Harris Chemical North
America, Inc., a Delaware corporation (the "Company")), hereby constitutes and
appoints J. Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or
her true and lawful attorneys and agents, each with full power and authority
(acting alone and without the other) to execute and deliver in the name and on
behalf of the undersigned as such principal accounting officer, a Registration
Statement on Form S-4 under the Securities Act of 1933, as amended, with respect
to the exchange of IMC Global Inc.'s ("IMC's") 10.875% Senior Notes due 2008 for
a like principal amount of IMC's issued and outstanding 10.875% Senior Notes due
2008, of which an aggregate of $400 million in principal amount is outstanding,
and of IMC's 11.250% Senior Notes due 2011 for a like principal amount of IMC's
issued and outstanding 11.250% Senior Notes due 2011, of which an aggregate of
$200 million in principal amount is outstanding; to execute and deliver any and
all amendments to such Registration Statement (including post-effective
amendments) for filing with the Securities and Exchange Commission; and in
connection with the foregoing, to do any and all acts and things and execute any
and all instruments which such attorneys and agents may deem necessary or
advisable to enable the Company to comply with the securities laws of the
United States and of any state or other political subdivision thereof. The
undersigned hereby grants to such attorneys and agents, and each of them, full
power of substitution and revocation in the premises and hereby ratifies and
confirms all that such attorneys and agents may do or cause to be done by virtue
of these presents.


Dated this 26 day of September, 2001.


/s/ Emanuel J. DiTeresi
- -------------------------
Emanuel J. DiTeresi






                                POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of IMC Canada Ltd., a
Canadian federal corporation (the "Company"), hereby constitutes and appoints J.
Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true and
lawful attorneys and agents, each with full power and authority (acting alone
and without the other) to execute and deliver in the name and on behalf of the
undersigned as such Director and/or Officer, a Registration Statement on Form
S-4 under the Securities Act of 1933, as amended, with respect to the exchange
of IMC Global Inc.'s ("IMC's") 10.875% Senior Notes due 2008 for a like
principal amount of IMC's issued and outstanding 10.875% Senior Notes due 2008,
of which an aggregate of $400 million in principal amount is outstanding, and of
IMC's 11.250% Senior Notes due 2011 for a like principal amount of IMC's issued
and outstanding 11.250% Senior Notes due 2011, of which an aggregate of $200
million in principal amount is outstanding; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.


Dated this 26 day of September, 2001.


/s/ Robert E. Thompson
- -------------------------
Robert E. Thompson






                                POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of IMC Canada Ltd., a
Canadian federal corporation (the "Company"), hereby constitutes and appoints J.
Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true and
lawful attorneys and agents, each with full power and authority (acting alone
and without the other) to execute and deliver in the name and on behalf of the
undersigned as such Director and/or Officer, a Registration Statement on Form
S-4 under the Securities Act of 1933, as amended, with respect to the exchange
of IMC Global Inc.'s ("IMC's") 10.875% Senior Notes due 2008 for a like
principal amount of IMC's issued and outstanding 10.875% Senior Notes due 2008,
of which an aggregate of $400 million in principal amount is outstanding, and of
IMC's 11.250% Senior Notes due 2011 for a like principal amount of IMC's issued
and outstanding 11.250% Senior Notes due 2011, of which an aggregate of $200
million in principal amount is outstanding; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.


Dated this 26th day of September, 2001.


/s/ John U. Huber
- -------------------
John U. Huber






                                POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of IMC Canada Ltd., a
Canadian federal corporation (the "Company"), hereby constitutes and appoints E.
Paul Dunn, Jr. and Rose Marie Williams his or her true and lawful attorneys and
agents, each with full power and authority (acting alone and without the other)
to execute and deliver in the name and on behalf of the undersigned as such
Director and/or Officer, a Registration Statement on Form S-4 under the
Securities Act of 1933, as amended, with respect to the exchange of IMC Global
Inc.'s ("IMC's") 10.875% Senior Notes due 2008 for a like principal amount of
IMC's issued and outstanding 10.875% Senior Notes due 2008, of which an
aggregate of $400 million in principal amount is outstanding, and of IMC's
11.250% Senior Notes due 2011 for a like principal amount of IMC's issued and
outstanding 11.250% Senior Notes due 2011, of which an aggregate of $200 million
in principal amount is outstanding; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.


Dated this 11th day of October, 2001.


/s/ J. Reid Porter
- ---------------------
J. Reid Porter






                                POWER OF ATTORNEY


         The undersigned, being Vice President and Controller of IMC Global Inc.
(and principal accounting officer of IMC Canada Ltd., a Canadian federal
corporation (the "Company")), hereby constitutes and appoints J. Bradford James,
E. Paul Dunn, Jr., and Rose Marie Williams his or her true and lawful attorneys
and agents, each with full power and authority (acting alone and without the
other) to execute and deliver in the name and on behalf of the undersigned as
such principal accounting officer, a Registration Statement on Form S-4 under
the Securities Act of 1933, as amended, with respect to the exchange of IMC
Global Inc.'s ("IMC's") 10.875% Senior Notes due 2008 for a like principal
amount of IMC's issued and outstanding 10.875% Senior Notes due 2008, of which
an aggregate of $400 million in principal amount is outstanding, and of IMC's
11.250% Senior Notes due 2011 for a like principal amount of IMC's issued and
outstanding 11.250% Senior Notes due 2011, of which an aggregate of $200 million
in principal amount is outstanding; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.


Dated this 26th day of September, 2001.


/s/ Anne M. Scavone
- ----------------------
Anne M. Scavone







                                POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of IMC Chemicals Inc.,
a Delaware corporation (the "Company"), hereby constitutes and appoints J.
Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true and
lawful attorneys and agents, each with full power and authority (acting alone
and without the other) to execute and deliver in the name and on behalf of the
undersigned as such Director and/or Officer, a Registration Statement on Form
S-4 under the Securities Act of 1933, as amended, with respect to the exchange
of IMC Global Inc.'s ("IMC's") 10.875% Senior Notes due 2008 for a like
principal amount of IMC's issued and outstanding 10.875% Senior Notes due 2008,
of which an aggregate of $400 million in principal amount is outstanding, and of
IMC's 11.250% Senior Notes due 2011 for a like principal amount of IMC's issued
and outstanding 11.250% Senior Notes due 2011, of which an aggregate of $200
million in principal amount is outstanding; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.


Dated this 27th day of September, 2001.


/s/ Matthew J. Dowd
- ----------------------
Matthew J. Dowd






                                POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of IMC Chemicals Inc.,
a Delaware corporation (the "Company"), hereby constitutes and appoints J.
Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true and
lawful attorneys and agents, each with full power and authority (acting alone
and without the other) to execute and deliver in the name and on behalf of the
undersigned as such Director and/or Officer of the Company, a Registration
Statement on Form S-4 under the Securities Act of 1933, as amended, with respect
to the exchange of IMC Global Inc.'s ("IMC's") 10.875% Senior Notes due 2008 for
a like principal amount of IMC's issued and outstanding 10.875% Senior Notes due
2008, of which an aggregate of $400 million in principal amount is outstanding,
and of IMC's 11.250% Senior Notes due 2011 for a like principal amount of IMC's
issued and outstanding 11.250% Senior Notes due 2011, of which an aggregate of
$200 million in principal amount is outstanding; to execute and deliver any and
all amendments to such Registration Statement (including post-effective
amendments) for filing with the Securities and Exchange Commission; and in
connection with the foregoing, to do any and all acts and things and execute any
and all instruments which such attorneys and agents may deem necessary or
advisable to enable the Company to comply with the securities laws of the United
States and of any state or other political subdivision thereof. The undersigned
hereby grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.


Dated this 27th day of September, 2001.


/s/ John F. Tancredi
- ----------------------
John F. Tancredi






                                POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of IMC Chemicals Inc.,
a Delaware corporation (the "Company"), hereby constitutes and appoints E. Paul
Dunn, Jr. and Rose Marie Williams his or her true and lawful attorneys and
agents, each with full power and authority (acting alone and without the other)
to execute and deliver in the name and on behalf of the undersigned as such
Director and/or Officer, a Registration Statement on Form S-4 under the
Securities Act of 1933, as amended, with respect to the exchange of IMC Global
Inc.'s ("IMC's") 10.875% Senior Notes due 2008 for a like principal amount of
IMC's issued and outstanding 10.875% Senior Notes due 2008, of which an
aggregate of $400 million in principal amount is outstanding, and of IMC's
11.250% Senior Notes due 2011 for a like principal amount of IMC's issued and
outstanding 11.250% Senior Notes due 2011, of which an aggregate of $200 million
in principal amount is outstanding; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.


Dated this 11th day of October, 2001.


/s/ J. Reid Porter
- ---------------------
J. Reid Porter






                                POWER OF ATTORNEY


         The undersigned, being Vice President and Chief Financial Officer of
IMC Chemicals Inc. (and principal accounting officer of IMC Chemicals Inc., a
Delaware corporation (the "Company")), hereby constitutes and appoints J.
Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true and
lawful attorneys and agents, each with full power and authority (acting alone
and without the other) to execute and deliver in the name and on behalf of the
undersigned as such principal accounting officer, a Registration Statement on
Form S-4 under the Securities Act of 1933, as amended, with respect to the
exchange of IMC Global Inc.'s ("IMC's") 10.875% Senior Notes due 2008 for a like
principal amount of IMC's issued and outstanding 10.875% Senior Notes due 2008,
of which an aggregate of $400 million in principal amount is outstanding, and of
IMC's 11.250% Senior Notes due 2011 for a like principal amount of IMC's issued
and outstanding 11.250% Senior Notes due 2011, of which an aggregate of $200
million in principal amount is outstanding; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.


Dated this 26 day of September, 2001.

/s/ Emanuel J. DiTeresi
- ---------------------------
Emanuel J. DiTeresi








                                POWER OF ATTORNEY


         The undersigned, being the Managing Director of IMC Global Netherlands
B.V., a Netherlands corporation (the "Company"), hereby constitutes and appoints
J. Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true
and lawful attorneys and agents, each with full power and authority (acting
alone and without the other) to execute and deliver in the name and on behalf of
the undersigned as such Managing Director, a Registration Statement on Form S-4
under the Securities Act of 1933, as amended, with respect to the exchange of
IMC Global Inc.'s ("IMC's") 10.875% Senior Notes due 2008 for a like principal
amount of IMC's issued and outstanding 10.875% Senior Notes due 2008, of which
an aggregate of $400 million in principal amount is outstanding, and of IMC's
11.250% Senior Notes due 2011 for a like principal amount of IMC's issued and
outstanding 11.250% Senior Notes due 2011, of which an aggregate of $200
million in principal amount is outstanding; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.


Dated this 26 day of September, 2001.


ABN AMRO Trust Company (Nederland) B.V.


By: /s/ Alexander D. de Vreeze /s/N.Y. Winx
    --------------------------------------
Its: Alexander D. de Vreeze  N.Y. Winx
    ---------------------------------------
          proxyholder         proxyholder






                                POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of IMC Global
Operations Inc., a Delaware corporation (the "Company"), hereby constitutes and
appoints J. Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or
her true and lawful attorneys and agents, each with full power and authority
(acting alone and without the other) to execute and deliver in the name and on
behalf of the undersigned as such Director and/or Officer of the Company, a
Registration Statement on Form S-4 under the Securities Act of 1933, as amended,
with respect to the exchange of IMC Global Inc.'s ("IMC's") 10.875% Senior
Notes due 2008 for a like principal amount of IMC's issued and outstanding
10.875% Senior Notes due 2008, of which an aggregate of $400 million in
principal amount is outstanding, and of IMC's 11.250% Senior Notes due 2011 for
a like principal amount of IMC's issued and outstanding 11.250% Senior Notes due
2011, of which an aggregate of $200 million in principal amount is outstanding;
to execute and deliver any and all amendments to such Registration Statement
(including post-effective amendments) for filing with the Securities and
Exchange Commission; and in connection with the foregoing, to do any and all
acts and things and execute any and all instruments which such attorneys and
agents may deem necessary or advisable to enable the Company to comply with the
securities laws of the United States and of any state or other political
subdivision thereof. The undersigned hereby grants to such attorneys and agents,
and each of them, full power of substitution and revocation in the premises and
hereby ratifies and confirms all that such attorneys and agents may do or cause
to be done by virtue of these presents.


Dated this 24th day of September, 2001.


/s/ Douglas A. Pertz
- ------------------------
Douglas A. Pertz







                                POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of IMC Global
Operations Inc., a Delaware corporation (the "Company"), hereby constitutes and
appoints E. Paul Dunn, Jr. and Rose Marie Williams his or her true and lawful
attorneys and agents, each with full power and authority (acting alone and
without the other) to execute and deliver in the name and on behalf of the
undersigned as such Director and/or Officer, a Registration Statement on Form
S-4 under the Securities Act of 1933, as amended, with respect to the exchange
of IMC Global Inc.'s ("IMC's") 10.875% Senior Notes due 2008 for a like
principal amount of IMC's issued and outstanding 10.875% Senior Notes due
2008, of which an aggregate of $400 million in principal amount is outstanding,
and of IMC's 11.250% Senior Notes due 2011 for a like principal amount of IMC's
issued and outstanding 11.250% Senior Notes due 2011, of which an aggregate of
$200 million in principal amount is outstanding; to execute and deliver any and
all amendments to such Registration Statement (including post-effective
amendments) for filing with the Securities and Exchange Commission; and in
connection with the foregoing, to do any and all acts and things and execute any
and all instruments which such attorneys and agents may deem necessary or
advisable to enable the Company to comply with the securities laws of the United
States and of any state or other political subdivision thereof. The undersigned
hereby grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.


Dated this 11th day of October, 2001.


/s/ J. Reid Porter
- ----------------------
J. Reid Porter






                                POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of IMC Global
Operations Inc., a Delaware corporation (the "Company"), hereby constitutes and
appoints J. Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or
her true and lawful attorneys and agents, each with full power and authority
(acting alone and without the other) to execute and deliver in the name and on
behalf of the undersigned as such Director and/or Officer, a Registration
Statement on Form S-4 under the Securities Act of 1933, as amended, with respect
to the exchange of IMC Global Inc.'s ("IMC's") 10.875% Senior Notes due 2008 for
a like principal amount of IMC's issued and outstanding 10.875% Senior Notes
due 2008, of which an aggregate of $400 million in principal amount is
outstanding, and of IMC's 11.250% Senior Notes due 2011 for a like principal
amount of IMC's issued and outstanding 11.250% Senior Notes due 2011, of which
an aggregate of $200 million in principal amount is outstanding; to execute and
deliver any and all amendments to such Registration Statement (including
post-effective amendments) for filing with the Securities and Exchange
Commission; and in connection with the foregoing, to do any and all acts and
things and execute any and all instruments which such attorneys and agents may
deem necessary or advisable to enable the Company to comply with the securities
laws of the United States and of any state or other political subdivision
thereof. The undersigned hereby grants to such attorneys and agents, and each of
them, full power of substitution and revocation in the premises and hereby
ratifies and confirms all that such attorneys and agents may do or cause to be
done by virtue of these presents.


Dated this 26th day of September, 2001.


/s/ Anne M. Scavone
- ---------------------
Anne M. Scavone






                                POWER OF ATTORNEY


         The undersigned, being the Managing Director of IMC Global Potash
Holdings N.V., a Netherlands Antilles corporation (the "Company"), hereby
constitutes and appoints E. Paul Dunn, Jr. and Rose Marie Williams his or her
true and lawful attorneys and agents, each with full power and authority
(acting alone and without the other) to execute and deliver in the name and on
behalf of the undersigned as such Managing Director, a Registration Statement on
Form S-4 under the Securities Act of 1933, as amended, with respect to the
exchange of IMC Global Inc.'s ("IMC's") 10.875% Senior Notes due 2008 for a like
principal amount of IMC's issued and outstanding 10.875% Senior Notes due 2008,
of which an aggregate of $400 million in principal amount is outstanding, and of
IMC's 11.250% Senior Notes due 2011 for a like principal amount of IMC's
issued and outstanding 11.250% Senior Notes due 2011, of which an aggregate of
$200 million in principal amount is outstanding; to execute and deliver any and
all amendments to such Registration Statement (including post-effective
amendments) for filing with the Securities and Exchange Commission; and in
connection with the foregoing, to do any and all acts and things and execute any
and all instruments which such attorneys and agents may deem necessary or
advisable to enable the Company to comply with the securities laws of the United
States and of any state or other political subdivision thereof. The undersigned
hereby grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.


Dated this 11th day of October, 2001.


/s/ J. Reid Porter
- ---------------------
J. Reid Porter






                                POWER OF ATTORNEY


         The undersigned, being Vice President and Controller of IMC Global
Inc. (and principal accounting officer of IMC Global Potash Holdings N.V., a
Netherlands Antilles corporation (the "Company")), hereby constitutes and
appoints J. Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or
her true and lawful attorneys and agents, each with full power and authority
(acting alone and without the other) to execute and deliver in the name and
on behalf of the undersigned as such principal accounting officer, a
Registration Statement on Form S-4 under the Securities Act of 1933, as
amended, with respect to the exchange of IMC Global Inc.'s ("IMC's") 10.875%
Senior Notes due 2008 for a like principal amount of IMC's issued and
outstanding 10.875% Senior Notes due 2008, of which an aggregate of $400
million in principal amount is outstanding, and of IMC's 11.250% Senior Notes
due 2011 for a like principal amount of IMC's issued and outstanding 11.250%
Senior Notes due 2011, of which an aggregate of $200 million in principal
amount is outstanding; to execute and deliver any and all amendments to such
Registration Statement (including post-effective amendments) for filing with
the Securities and Exchange Commission; and in connection with the foregoing,
to do any and all acts and things and execute any and all instruments which
such attorneys and agents may deem necessary or advisable to enable the
Company to comply with the securities laws of the United States and of any
state or other political subdivision thereof. The undersigned hereby grants
to such attorneys and agents, and each of them, full power of substitution
and revocation in the premises and hereby ratifies and confirms all that such
attorneys and agents may do or cause to be done by virtue of these presents.

Dated this 26th day of September, 2001.


/s/ Anne M. Scavone
- ----------------------
Anne M. Scavone






                                POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of IMC Inorganic
Chemicals Inc., a Delaware corporation (the "Company"), hereby constitutes and
appoints E. Paul Dunn, Jr. and Rose Marie Williams his or her true and lawful
attorneys and agents, each with full power and authority (acting alone and
without the other) to execute and deliver in the name and on behalf of the
undersigned as such Director and/or Officer, a Registration Statement on Form
S-4 under the Securities Act of 1933, as amended, with respect to the exchange
of IMC Global Inc.'s ("IMC's") 10.875% Senior Notes due 2008 for a like
principal amount of IMC's issued and outstanding 10.875% Senior Notes due 2008,
of which an aggregate of $400 million in principal amount is outstanding, and of
IMC's 11.250% Senior Notes due 2011 for a like principal amount of IMC's issued
and outstanding 11.250% Senior Notes due 2011, of which an aggregate of $200
million in principal amount is outstanding; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, fall power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.


Dated this 11th day of October, 2001.


/s/ J. Reid Porter
- ----------------------
J. Reid Porter






                                POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of IMC Inorganic
Chemicals Inc., a Delaware corporation (the "Company"), hereby constitutes and
appoints J. Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or
her true and lawful attorneys and agents, each with full power and authority
(acting alone and without the other) to execute and deliver in the name and on
behalf of the undersigned as such Director and/or Officer of the Company, a
Registration Statement on Form S-4 under the Securities Act of 1933, as amended,
with respect to the exchange of IMC Global Inc.'s ("IMC's") 10.875% Senior Notes
due 2008 for a like principal amount of IMC's issued and outstanding 10.875%
Senior Notes due 2008, of which an aggregate of $400 million in principal amount
is outstanding, and of IMC's 11.250% Senior Notes due 2011 for a like principal
amount of IMC's issued and outstanding 11.250% Senior Notes due 2011, of which
an aggregate of $200 million in principal amount is outstanding; to execute and
deliver any and all amendments to such Registration Statement (including
post-effective amendments) for filing with the Securities and Exchange
Commission; and in connection with the foregoing, to do any and all acts and
things and execute any and all instruments which such attorneys and agents may
deem necessary or advisable to enable the Company to comply with the securities
laws of the United States and of any state or other political subdivision
thereof. The undersigned hereby grants to such attorneys and agents, and each of
them, full power of substitution and revocation in the premises and hereby
ratifies and confirms all that such attorneys and agents may do or cause to be
done by virtue of these presents.


Dated this 24th day of September, 2001.


/s/ Douglas A. Pertz
- ----------------------
Douglas A. Pertz






                               POWER OF ATTORNEY


         The undersigned, being Vice President and Chief Financial Officer of
IMC Chemicals Inc. (and principal accounting officer of IMC Inorganic Chemicals
Inc., a Delaware corporation (the "Company")), hereby constitutes and appoints
J. Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true
and lawful attorneys and agents, each with full power and authority (acting
alone and without the other) to execute and deliver in the name and on behalf of
the undersigned as such principal accounting officer, a Registration Statement
on Form S-4 under the Securities Act of 1933, as amended, with respect to the
exchange of IMC Global Inc.'s ("IMC's") 10.875% Senior Notes due 2008 for a like
principal amount of IMC's issued and outstanding 10.875% Senior Notes due 2008,
of which an aggregate of $400 million in principal amount is outstanding, and of
IMC's 11.250% Senior Notes due 2011 for a like principal amount of IMC's
issued and outstanding 11.250% Senior Notes due 2011, of which an aggregate of
$200 million in principal amount is outstanding; to execute and deliver any and
all amendments to such Registration Statement (including post-effective
amendments) for filing with the Securities and Exchange Commission; and in
connection with the foregoing, to do any and all acts and things and execute any
and all instruments which such attorneys and agents may deem necessary or
advisable to enable the Company to comply with the securities laws of the United
States and of any state or other political subdivision thereof. The undersigned
hereby grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.


Dated this 26 day of September, 2001.


/s/ Emanuel J. DiTeresi
- --------------------------
Emanuel J. DiTeresi






                                POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of IMC Kalium Ogden
Corp., a Delaware corporation (the "Company"), hereby constitutes and appoints
E. Paul Dunn, Jr. and Rose Marie Williams his or her true and lawful attorneys
and agents, each with full power and authority (acting alone and without the
other) to execute and deliver in the name and on behalf of the undersigned as
such Director and/or Officer, a Registration Statement on Form S-4 under the
Securities Act of 1933, as amended, with respect to the exchange of IMC Global
Inc.'s ("IMC's") 10.875% Senior Notes due 2008 for a like principal amount of
IMC's issued and outstanding 10.875% Senior Notes due 2008, of which an
aggregate of $400 million in principal amount is outstanding, and of IMC's
11.250% Senior Notes due 2011 for a like principal amount of IMC's issued and
outstanding 11.250% Senior Notes due 2011, of which an aggregate of $200 million
in principal amount is outstanding; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.


Dated this 11th day of October, 2001.


/s/ J. Reid Porter
- ----------------------
J. Reid Porter






                                POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of IMC Kalium Ogden
Corp., a Delaware corporation (the "Company"), hereby constitutes and appoints
J. Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true
and lawful attorneys and agents, each with full power and authority (acting
alone and without the other) to execute and deliver in the name and on behalf of
the undersigned as such Director and/or Officer, a Registration Statement on
Form S-4 under the Securities Act of 1933, as amended, with respect to the
exchange of IMC Global Inc.'s ("IMC's") 10.875% Senior Notes due 2008 for a
like principal amount of IMC's issued and outstanding 10.875% Senior Notes due
2008, of which an aggregate of $400 million in principal amount is outstanding,
and of IMC's 11.250% Senior Notes due 2011 for a like principal amount of IMC's
issued and outstanding 11.250% Senior Notes due 2011, of which an aggregate of
$200 million in principal amount is outstanding; to execute and deliver any and
all amendments to such Registration Statement (including post-effective
amendments) for filing with the Securities and Exchange Commission; and in
connection with the foregoing, to do any and all acts and things and execute any
and all instruments which such attorneys and agents may deem necessary or
advisable to enable the Company to comply with the securities laws of the United
States and of any state or other political subdivision thereof. The undersigned
hereby grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.


Dated this 26th day of September, 2001.


/s/ John U. Huber
- --------------------
John U. Huber






                                POWER OF ATTORNEY


         The undersigned, being Vice President and Controller of IMC Global Inc.
(and principal accounting officer of IMC Kalium Ogden Corp., a Delaware
corporation (the "Company")), hereby constitutes and appoints J. Bradford James,
E. Paul Dunn, Jr., and Rose Marie Williams his or her true and lawful attorneys
and agents, each with full power and authority (acting alone and without the
other) to execute and deliver in the name and on behalf of the undersigned as
such principal accounting officer, a Registration Statement on Form S-4 under
the Securities Act of 1933, as amended, with respect to the exchange of IMC
Global Inc.'s ("IMC's") 10.875% Senior Notes due 2008 for a like principal
amount of IMC's issued and outstanding 10.875% Senior Notes due 2008, of which
an aggregate of $400 million in principal amount is outstanding, and of IMC's
11.250% Senior Notes due 2011 for a like principal amount of IMC's issued and
outstanding 11.250% Senior Notes due 2011, of which an aggregate of $200 million
in principal amount is outstanding; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.


Dated this 28th day of September, 2001.


/s/ Anne M. Scavone
- ----------------------
Anne M. Scavone







                                POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of IM4C Phosphates MP
Inc., a Delaware corporation (the "Company"), hereby constitutes and appoints J.
Bradford James, E. Paul Dunn, Jr. and Rose Marie Williams his or her true and
lawful attorneys and agents, each with full power and authority (acting alone
and without the other) to execute and deliver in the name and on behalf of the
undersigned as such Director and/or Officer of the Company in the Company's
capacity as the Managing Partner of IMC Phosphates Company, a Delaware general
partnership (the "Partnership"), a Registration Statement on Form S-4 under the
Securities Act of 1933, as amended, with respect to the exchange of IMC Global
Inc.'s ("IMC's") 10.875% Senior Notes due 2008 for a like principal amount of
IMC's issued and outstanding 10.875% Senior Notes due 2008, of which an
aggregate of $400 million in principal amount is outstanding, and of IMC's
11.250% Senior Notes due 2011 for a like principal amount of IMC's issued and
outstanding 11.250% Senior Notes due 2011, of which an aggregate of $200 million
in principal amount is outstanding; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Partnership to comply with the securities laws of the United States
and of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.


Dated this 26th day of September, 2001.


/s/ John U. Huber
- -------------------
John U. Huber






                                POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of IMC Phosphates MP
Inc., a Delaware corporation (the "Company"), hereby constitutes and appoints E.
Paul Dunn, Jr. and Rose Marie Williams his or her true and lawful attorneys and
agents, each with full power and authority (acting alone and without the other)
to execute and deliver in the name and on behalf of the undersigned as such
Director and/or Officer of the Company in the Company's capacity as the Managing
Partner of IMC Phosphates Company, a Delaware general partnership (the
"Partnership"), a Registration Statement on Form S-4 under the Securities Act of
1933, as amended, with respect to the exchange of IMC Global Inc.'s ("IMC's")
10.875% Senior Notes due 2008 for a like principal amount of IMC's issued and
outstanding 10.875% Senior Notes due 2008, of which an aggregate of $400 million
in principal amount is outstanding, and of IMC's 11.250% Senior Notes due 2011
for a like principal amount of IMC's issued and outstanding 11.250% Senior Notes
due 2011, of which an aggregate of $200 million in principal amount is
outstanding; to execute and deliver any and all amendments to such Registration
Statement (including post-effective amendments) for filing with the Securities
and Exchange Commission; and in connection with the foregoing, to do any and all
acts and things and execute any and all instruments which such attorneys and
agents may deem necessary or advisable to enable the Partnership to comply with
the securities laws of the United States and of any state or other political
subdivision thereof. The undersigned hereby grants to such attorneys and agents,
and each of them, full power of substitution and revocation in the premises and
hereby ratifies and confirms all that such attorneys and agents may do or cause
to be done by virtue of these presents.


Dated this 11th day of October, 2001.


/s/ J. Reid Porter
- --------------------
J. Reid Porter






                                POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of IMC Phosphates MP
Inc., a Delaware corporation (the "Company"), hereby constitutes and appoints J.
Bradford James, E. Paul Dunn, Jr. and Rose Marie Williams his or her true and
lawful attorneys and agents, each with full power and authority (acting alone
and without the other) to execute and deliver in the name and on behalf of the
undersigned as such Director and/or Officer of the Company in the Company's
capacity as the Managing Partner of IMC Phosphates Company, a Delaware general
partnership (the "Partnership"), a Registration Statement on Form S-4 under the
Securities Act of 1933, as amended, with respect to the exchange of IMC Global
Inc.'s ("IMC's") 10.875% Senior Notes due 2008 for a like principal amount of
IMC's issued and outstanding 10.875% Senior Notes due 2008, of which an
aggregate of $400 million in principal amount is outstanding, and of IMC's
11.250% Senior Notes due 2011 for a like principal amount of IMC's issued and
outstanding 11.250% Senior Notes due 2011, of which an aggregate of $200 million
in principal amount is outstanding; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Partnership to comply with the securities laws of the United States
and of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.


Dated this 26th day of September, 2001.


/s/ Mary Ann Hynes
- ---------------------
Mary Ann Hynes






                                POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of IMC Phosphates MP
Inc., a Delaware corporation (the "Company"), hereby constitutes and appoints J.
Bradford James, E. Paul Dunn, Jr. and Rose Marie Williams his or her true and
lawful attorneys and agents, each with full power and authority (acting alone
and without the other) to execute and deliver in the name and on behalf of the
undersigned as such Director and/or Officer of the Company in the Company's
capacity as the Managing Partner of IMC Phosphates Company, a Delaware general
partnership (the "Partnership"), a Registration Statement on Form S-4 under the
Securities Act of 1933, as amended, with respect to the exchange of IMC Global
Inc.'s ("IMC's") 10.875% Senior Notes due 2008 for a like principal amount of
IMC's issued and outstanding 10.875% Senior Notes due 2008, of which an
aggregate of $400 million in principal amount is outstanding, and of IMC's
11.250% Senior Notes due 2011 for a like principal amount of IMC's issued and
outstanding 11.250% Senior Notes due 2011, of which an aggregate of $200 million
in principal amount is outstanding; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Partnership to comply with the securities laws of the United States
and of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.


Dated this 26th day of September, 2001.


/s/ Rose Marie Williams
- ----------------------------
Rose Marie Williams






                                POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of IMC Phosphates MP
Inc., a Delaware corporation (the "Company"), hereby constitutes and appoints J.
Bradford James, E. Paul Dunn, Jr. and Rose Marie Williams his or her true and
lawful attorneys and agents, each with full power and authority (acting alone
and without the other) to execute and deliver in the name and on behalf of the
undersigned as such Director and/or Officer of the Company in the Company's
capacity as the Managing Partner of IMC Phosphates Company, a Delaware general
partnership (the "Partnership"), a Registration Statement on Form S-4 under the
Securities Act of 1933, as amended, with respect to the exchange of IMC Global
Inc.'s ("IMC's") 10.875% Senior Notes due 2008 for a like principal amount of
IMC's issued and outstanding 10.875% Senior Notes due 2008, of which an
aggregate of $400 million in principal amount is outstanding, and of IMC's
11.250% Senior Notes due 2011 for a like principal amount of IMC's issued and
outstanding 11.250% Senior Notes due 2011, of which an aggregate of $200 million
in principal amount is outstanding; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Partnership to comply with the securities laws of the United States
and of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.


Dated this 26th day of September, 2001.


/s/ C. Steven Hoffman
- --------------------------
C. Steven Hoffman






                                POWER OF ATTORNEY


         The undersigned, being Vice President and Controller of IMC Global Inc.
(and principal accounting officer of IMC Phosphates MP Inc., a Delaware
corporation (the "Company")), hereby constitutes and appoints J. Bradford James,
E. Paul Dunn, Jr., and Rose Marie Williams his or her true and lawful attorneys
and agents, each with full power and authority (acting alone and without the
other) to execute and deliver in the name and on behalf of the undersigned as
such principal accounting officer of the Company in the Company's capacity as
the Managing Partner of IMC Phosphates Company, a Delaware general partnership
(the "Partnership"), a Registration Statement on Form S-4 under the Securities
Act of 1933, as amended, with respect to the exchange of IMC Global Inc.'s
("IMC's") 10.875% Senior Notes due 2008 for a like principal amount of IMC's
issued and outstanding 10.875% Senior Notes due 2008, of which an aggregate of
$400 million in principal amount is outstanding, and of IMC's 11.250% Senior
Notes due 2011 for a like principal amount of IMC's issued and outstanding
11.250% Senior Notes due 2011, of which an aggregate of $200 million in
principal amount is outstanding; to execute and deliver any and all amendments
to such Registration Statement (including post-effective amendments) for filing
with the Securities and Exchange Commission; and in connection with the
foregoing, to do any and all acts and things and execute any and all instruments
which such attorneys and agents may deem necessary or advisable to enable the
Partnership to comply with the securities laws of the United States and of any
state or other political subdivision thereof. The undersigned hereby grants to
such attorneys and agents, and each of them, full power of substitution and
revocation in the premises and hereby ratifies and confirms all that such
attorneys and agents may do or cause to be done by virtue of these presents.


Dated this 26th day of September, 2001.


/s/ Anne M. Scavone
- ----------------------
Anne M. Scavone






                                POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of IMC Potash Carlsbad
Inc., a Delaware corporation (the "Company"), hereby constitutes and appoints J.
Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true and
lawful attorneys and agents, each with full power and authority (acting alone
and without the other) to execute and deliver in the name and on behalf of the
undersigned as such Director and/or Officer, a Registration Statement on Form
S-4 under the Securities Act of 1933, as amended, with respect to the exchange
of IMC Global Inc.'s ("IMC's") 10.875% Senior Notes due 2008 for a like
principal amount of IMC's issued and outstanding 10.875% Senior Notes due 2008,
of which an aggregate of $400 million in principal amount is outstanding, and of
IMC's 11.250% Senior Notes due 2011 for a like principal amount of IMC's issued
and outstanding 11.250% Senior Notes due 2011, of which an aggregate of $200
million in principal amount is outstanding; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.


Dated this 26th day of September, 2001.


/s/ John U. Huber
- ----------------------
John U. Huber






                                POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of IMC Potash
Carlsbad Inc., a Delaware corporation (the "Company"), hereby constitutes and
appoints E. Paul Dunn, Jr. and Rose Marie Williams his or her true and lawful
attorneys and agents, each with full power and authority (acting alone and
without the other) to execute and deliver in the name and on behalf of the
undersigned as such Director and/or Officer, a Registration Statement on Form
S-4 under the Securities Act of 1933, as amended, with respect to the
exchange of IMC Global Inc.'s ("IMC's") 10.875% Senior Notes due 2008 for a
like principal amount of IMC's issued and outstanding 10.875% Senior Notes
due 2008, of which an aggregate of $400 million in principal amount is
outstanding, and of IMC's 11.250% Senior Notes due 2011 for a like principal
amount of IMC's issued and outstanding 11.250% Senior Notes due 2011, of
which an aggregate of $200 million in principal amount is outstanding; to
execute and deliver any and all amendments to such Registration Statement
(including post-effective amendments) for filing with the Securities and
Exchange Commission; and in connection with the foregoing, to do any and all
acts and things and execute any and all instruments which such attorneys and
agents may deem necessary or advisable to enable the Company to comply with
the securities laws of the United States and of any state or other political
subdivision thereof. The undersigned hereby grants to such attorneys and
agents, and each of them, full power of substitution and revocation in the
premises and hereby ratifies and confirms all that such attorneys and agents
may do or cause to be done by virtue of these presents.

Dated this 11th day of October, 2001.


/s/ J. Reid Porter
- ----------------------
J. Reid Porter






                                POWER OF ATTORNEY


         The undersigned, being Vice President and Controller of IMC Global Inc.
(and principal accounting officer of IMC Potash Carlsbad Inc., a Delaware
corporation (the "Company")), hereby constitutes and appoints J. Bradford James,
E. Paul Dunn, Jr., and Rose Marie Williams his or her true and lawful
attorneys and agents, each with full power and authority (acting alone and
without the other) to execute and deliver in the name and on behalf of the
undersigned as such principal accounting officer, a Registration Statement on
Form S-4 under the Securities Act of 1933, as amended, with respect to the
exchange of IMC Global Inc.'s ("IMC's") 10.875% Senior Notes due 2008 for a like
principal amount of IMC's issued and outstanding 10.875% Senior Notes due 2008,
of which an aggregate of $400 million in principal amount is outstanding, and of
IMC's 11.250% Senior Notes due 2011 for a like principal amount of IMC's
issued and outstanding 11.250% Senior Notes due 2011, of which an aggregate of
$200 million in principal amount is outstanding; to execute and deliver any and
all amendments to such Registration Statement (including post-effective
amendments) for filing with the Securities and Exchange Commission; and in
connection with the foregoing, to do any and all acts and things and execute any
and all instruments which such attorneys and agents may deem necessary or
advisable to enable the Company to comply with the securities laws of the United
States and of any state or other political subdivision thereof. The undersigned
hereby grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.


Dated this 26th day of September, 2001.


/s/ Anne M. Scavone
- ---------------------
Anne M. Scavone






                                POWER OF ATTORNEY


         The undersigned, being a Managing Director of IMC Potash Colonsay N.V.,
a Netherlands Antilles corporation (the "Company"), hereby constitutes and
appoints J. Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or
her true and lawful attorneys and agents, each with full power and authority
(acting alone and without the other) to execute and deliver in the name and on
behalf of the undersigned as such Managing Director, a Registration Statement on
Form S-4 under the Securities Act of 1933, as amended, with respect to the
exchange of IMC Global Inc.'s ("IMC's") 10.875% Senior Notes due 2008 for a like
principal amount of IMC's issued and outstanding 10.875% Senior Notes due 2008,
of which an aggregate of $400 million in principal amount is outstanding, and of
IMC's 11.250% Senior Notes due 2011 for a like principal amount of IMC's issued
and outstanding 11.250% Senior Notes due 2011, of which an aggregate of $200
million in principal amount is outstanding; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.


Dated this 26th day of September, 2001.


/s/ John U. Huber
- -------------------
John U. Huber






                                POWER OF ATTORNEY


         The undersigned, being a Managing Director of IMC Potash Colonsay N.V.,
a Netherlands Antilles corporation (the "Company"), hereby constitutes and
appoints E. Paul Dunn, Jr. and Rose Marie Williams his or her true and lawful
attorneys and agents, each with full power and authority (acting alone and
without the other) to execute and deliver in the name and on behalf of the
undersigned as such Managing Director, a Registration Statement on Form S-4
under the Securities Act of 1933, as amended, with respect to the exchange of
IMC Global Inc.'s ("IMC's") 10.875% Senior Notes due 2008 for a like principal
amount of IMC's issued and outstanding 10.875% Senior Notes due 2008, of which
an aggregate of $400 million in principal amount is outstanding, and of IMC's
11.250% Senior Notes due 2011 for a like principal amount of IMC's issued and
outstanding 11.250% Senior Notes due 2011, of which an aggregate of $200 million
in principal amount is outstanding; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.


Dated this 11th day of October, 2001.


/s/ J. Reid Porter
- ---------------------
J. Reid Porter






                                POWER OF ATTORNEY


         The undersigned, being Vice President and Controller of IMC Global Inc.
(and principal accounting officer of IMC Potash Colonsay N.V., a Netherlands
Antilles corporation (the "Company")), hereby constitutes and appoints J.
Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true and
lawful attorneys and agents, each with full power and authority (acting alone
and without the other) to execute and deliver in the name and on behalf of the
undersigned as such principal accounting officer, a Registration Statement on
Form S-4 under the Securities Act of 1933, as amended, with respect to the
exchange of IMC Global Inc.'s ("IMC's") 10.875% Senior Notes due 2008 for a
like principal amount of IMC's issued and outstanding 10.875% Senior Notes due
2008, of which an aggregate of $400 million in principal amount is outstanding,
and of IMC's 11.250% Senior Notes due 2011 for a like principal amount of IMC's
issued and outstanding 11.250% Senior Notes due 2011, of which an aggregate of
$200 million in principal amount is outstanding; to execute and deliver any and
all amendments to such Registration Statement (including post-effective
amendments) for filing with the Securities and Exchange Commission; and in
connection with the foregoing, to do any and all acts and things and execute any
and all instruments which such attorneys and agents may deem necessary or
advisable to enable the Company to comply with the securities laws of the United
States and of any state or other political subdivision thereof. The undersigned
hereby grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.


Dated this 26th day of September, 2001.


/s/ Anne M. Scavone
- ---------------------
Anne M. Scavone




                                POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of IMC Salt Inc., a
Delaware corporation (the "Company"), hereby constitutes and appoints E. Paul
Dunn, Jr. and Rose Marie Williams his or her true and lawful attorneys and
agents, each with full power and authority (acting alone and without the other)
to execute and deliver in the name and on behalf of the undersigned as such
Director and/or Officer, a Registration Statement on Form S-4 under the
Securities Act of 1933, as amended, with respect to the exchange of IMC Global
Inc.'s ("IMC's") 10.875% Senior Notes due 2008 for a like principal amount of
IMC's issued and outstanding 10.875% Senior Notes due 2008, of which an
aggregate of $400 million in principal amount is outstanding, and of IMC's
11.250% Senior Notes due 2011 for a like principal amount of IMC's issued and
outstanding 11.250% Senior Notes due 2011, of which an aggregate of $200 million
in principal amount is outstanding; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.


Dated this 11th day of October, 2001.


/s/ J. Reid Porter
- ---------------------
J. Reid Porter






                                POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of IMC Salt Inc., a
Delaware corporation (the "Company"), hereby constitutes and appoints J.
Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true and
lawful attorneys and agents, each with full power and authority (acting alone
and without the other) to execute and deliver in the name and on behalf of the
undersigned as such Director and/or Officer of the Company, a Registration
Statement on Form S-4 under the Securities Act of 1933, as amended, with respect
to the exchange of IMC Global Inc.'s ("IMC's") 10.875% Senior Notes due 2008 for
a like principal amount of IMC's issued and outstanding 10.875% Senior Notes due
2008, of which an aggregate of $400 million in principal amount is outstanding,
and of IMC's 11.250% Senior Notes due 2011 for a like principal amount of IMC's
issued and outstanding 11.250% Senior Notes due 2011, of which an aggregate of
$200 million in principal amount is outstanding; to execute and deliver any and
all amendments to such Registration Statement (including post-effective
amendments) for filing with the Securities and Exchange Commission; and in
connection with the foregoing, to do any and all acts and things and execute any
and all instruments which such attorneys and agents may deem necessary or
advisable to enable the Company to comply with the securities laws of the United
States and of any state or other political subdivision thereof. The undersigned
hereby grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.


Dated this 27 day of September, 2001.


/s/ Robert F. Clark
- ------------------------
Robert F. Clark






                                POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of IMC Salt Inc., a
Delaware corporation (the "Company"), hereby constitutes and appoints J.
Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true and
lawful attorneys and agents, each with full power and authority (acting alone
and without the other) to execute and deliver in the name and on behalf of the
undersigned as such Director and/or Officer, a Registration Statement on Form
S-4 under the Securities Act of 1933, as amended, with respect to the exchange
of IMC Global Inc.'s ("IMC's") 10.875% Senior Notes due 2008 for a like
principal amount of IMC's issued and outstanding 10.875% Senior Notes due 2008,
of which an aggregate of $400 million in principal amount is outstanding, and of
IMC's 11.250% Senior Notes due 2011 for a like principal amount of IMC's issued
and outstanding 11.250% Senior Notes due 2011, of which an aggregate of $200
million in principal amount is outstanding; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.


Dated this 27 day of September, 2001.


/s/ Rodney L. Underdown
- -------------------------
Rodney L. Underdown






                                POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of IMC USA Inc., a
Delaware corporation (the "Company"), hereby constitutes and appoints J.
Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true and
lawful attorneys and agents, each with full power and authority (acting alone
and without the other) to execute and deliver in the name and on behalf of the
undersigned as such Director and/or Officer, a Registration Statement on Form
S-4 under the Securities Act of 1933, as amended, with respect to the exchange
of IMC Global Inc.'s ("IMC's") 10.875% Senior Notes due 2008 for a like
principal amount of IMC's issued and outstanding 10.875% Senior Notes due
2008, of which an aggregate of $400 million in principal amount is outstanding,
and of IMC's 11.250% Senior Notes due 2011 for a like principal amount of IMC's
issued and outstanding 11.250% Senior Notes due 2011, of which an aggregate of
$200 million in principal amount is outstanding; to execute and deliver any and
all amendments to such Registration Statement (including post-effective
amendments) for filing with the Securities and Exchange Commission; and in
connection with the foregoing, to do any and all acts and things and execute any
and all instruments which such attorneys and agents may deem necessary or
advisable to enable the Company to comply with the securities laws of the United
States and of any state or other political subdivision thereof. The undersigned
hereby grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.


Dated this 26th day of September, 2001.


/s/ John U. Huber
- ---------------------
John U. Huber






                                POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of IMC USA Inc., a
Delaware corporation (the "Company"), hereby constitutes and appoints E. Paul
Dunn, Jr. and Rose Marie Williams his or her true and lawful attorneys and
agents, each with full power and authority (acting alone and without the other)
to execute and deliver in the name and on behalf of the undersigned as such
Director and/or Officer, a Registration Statement on Form S-4 under the
Securities Act of 1933, as amended, with respect to the exchange of IMC Global
Inc.'s ("IMC's") 10.875% Senior Notes due 2008 for a like principal amount of
IMC's issued and outstanding 10.875% Senior Notes due 2008, of which an
aggregate of $400 million in principal amount is outstanding, and of IMC's
11.250% Senior Notes due 2011 for a like principal amount of IMC's issued and
outstanding 11.250% Senior Notes due 2011, of which an aggregate of $200 million
in principal amount is outstanding; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.


Dated this 11th day of October, 2001.


/s/ J. Reid Porter
- ---------------------
J. Reid Porter






                                POWER OF ATTORNEY


         The undersigned, being Vice President and Controller of IMC Global
Inc. (and principal accounting officer of IMC USA Inc., a Delaware corporation
(the "Company")), hereby constitutes and appoints J. Bradford James, E. Paul
Dunn, Jr., and Rose Marie Williams his or her true and lawful attorneys and
agents, each with full power and authority (acting alone and without the other)
to execute and deliver in the name and on behalf of the undersigned as such
principal accounting officer, a Registration Statement on Form S-4 under the
Securities Act of 1933, as amended, with respect to the exchange of IMC Global
Inc.'s ("IMC's") 10.875% Senior Notes due 2008 for a like principal amount of
IMC's issued and outstanding 10.875% Senior Notes due 2008, of which an
aggregate of $400 million in principal amount is outstanding, and of IMC's
11.250% Senior Notes due 2011 for a like principal amount of IMC's issued and
outstanding 11.250% Senior Notes due 2011, of which an aggregate of $200 million
in principal amount is outstanding; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.


Dated this 26th day of September, 2001.


/s/ Anne M. Scavone
- -----------------------
Anne M. Scavone






                                POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of KCL Holdings, Inc.,
a Delaware corporation (the "Company"), hereby constitutes and appoints J.
Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true and
lawful attorneys and agents, each with full power and authority (acting alone
and without the other) to execute and deliver in the name and on behalf of the
undersigned as such Director and/or Officer, a Registration Statement on Form
S-4 under the Securities Act of 1933, as amended, with respect to the exchange
of IMC Global Inc.'s ("IMC's") 10.875% Senior Notes due 2008 for a like
principal amount of IMC's issued and outstanding 10.875% Senior Notes due 2008,
of which an aggregate of $400 million in principal amount is outstanding, and of
IMC's 11.250% Senior Notes due 2011 for a like principal amount of IMC's issued
and outstanding 11.250% Senior Notes due 2011, of which an aggregate of $200
million in principal amount is outstanding; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.


Dated this 26th day of September, 2001.


/s/ John U. Huber
- --------------------
John U. Huber






                                POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of KCL Holdings,
Inc., a Delaware corporation (the "Company"), hereby constitutes and appoints
E. Paul Dunn, Jr. and Rose Marie Williams his or her true and lawful
attorneys and agents, each with full power and authority (acting alone and
without the other) to execute and deliver in the name and on behalf of the
undersigned as such Director and/or Officer, a Registration Statement on Form
S-4 under the Securities Act of 1933, as amended, with respect to the
exchange of IMC Global Inc.'s ("IMC's") 10.875% Senior Notes due 2008 for a
like principal amount of IMC's issued and outstanding 10.875% Senior Notes
due 2008, of which an aggregate of $400 million in principal amount is
outstanding, and of IMC's 11.250% Senior Notes due 2011 for a like principal
amount of IMC's issued and outstanding 11.250% Senior Notes due 2011, of
which an aggregate of $200 million in principal amount is outstanding; to
execute and deliver any and all amendments to such Registration Statement
(including post-effective amendments) for filing with the Securities and
Exchange Commission; and in connection with the foregoing, to do any and all
acts and things and execute any and all instruments which such attorneys and
agents may deem necessary or advisable to enable the Company to comply with
the securities laws of the United States and of any state or other political
subdivision thereof. The undersigned hereby grants to such attorneys and
agents, and each of them, full power of substitution and revocation in the
premises and hereby ratifies and confirms all that such attorneys and agents
may do or cause to be done by virtue of these presents.

Dated this 11th day of October, 2001.


/s/ J. Reid Porter
- ---------------------
J. Reid Porter






                                POWER OF ATTORNEY


         The undersigned, being Vice President and Controller of IMC Global Inc.
(and principal accounting officer of KCL Holdings, Inc., a Delaware corporation
(the "Company")), hereby constitutes and appoints J. Bradford James, E. Paul
Dunn, Jr., and Rose Marie Williams his or her true and lawful attorneys and
agents, each with full power and authority (acting alone and without the other)
to execute and deliver in the name and on behalf of the undersigned as such
principal accounting officer, a Registration Statement on Form S-4 under the
Securities Act of 1933, as amended, with respect to the exchange of IMC Global
Inc.'s ("IMC's") 10.875% Senior Notes due 2008 for a like principal amount of
IMC's issued and outstanding 10.875% Senior Notes due 2008, of which an
aggregate of $400 million in principal amount is outstanding, and of IMC's
11.250% Senior Notes due 2011 for a like principal amount of IMC's issued and
outstanding 11.250% Senior Notes due 2011, of which an aggregate of $200 million
in principal amount is outstanding; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.


Dated this 26th day of September, 2001.


/s/ Anne M. Scavone
- ----------------------
Anne M. Scavone






                                POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of NAMSCO Inc., a
Delaware corporation (the "Company"), hereby constitutes and appoints E. Paul
Dunn, Jr. and Rose Marie Williams his or her true and lawful attorneys and
agents, each with full power and authority (acting alone and without the other)
to execute and deliver in the name and on behalf of the undersigned as such
Director and/or Officer, a Registration Statement on Form S-4 under the
Securities Act of 1933, as amended, with respect to the exchange of IMC Global
Inc.'s ("IMC's") 10.875% Senior Notes due 2008 for a like principal amount of
IMC's issued and outstanding 10.875% Senior Notes due 2008, of which an
aggregate of $400 million in principal amount is outstanding, and of IMC's
11.250% Senior Notes due 2011 for a like principal amount of IMC's issued and
outstanding 11.250% Senior Notes due 2011, of which an aggregate of $200 million
in principal amount is outstanding; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.


Dated this 11th day of October, 2001.


/s/ J. Reid Porter
- ---------------------
J. Reid Porter






                                POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of NAMSCO Inc., a
Delaware corporation (the "Company"), hereby constitutes and appoints J.
Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true and
lawful attorneys and agents, each with full power and authority (acting alone
and without the other) to execute and deliver in the name and on behalf of the
undersigned as such Director and/or Officer of the Company, a Registration
Statement on Form S-4 under the Securities Act of 1933, as amended, with respect
to the exchange of IMC Global Inc.'s ("IMC's") 10.875% Senior Notes due 2008 for
a like principal amount of IMC's issued and outstanding 10.875% Senior Notes due
2008, of which an aggregate of $400 million in principal amount is outstanding,
and of IMC's 11.250% Senior Notes due 2011 for a like principal amount of IMC's
issued and outstanding 11.250% Senior Notes due 2011, of which an aggregate of
$200 million in principal amount is outstanding; to execute and deliver any and
all amendments to such Registration Statement (including post-effective
amendments) for filing with the Securities and Exchange Commission; and in
connection with the foregoing, to do any and all acts and things and execute any
and all instruments which such attorneys and agents may deem necessary or
advisable to enable the Company to comply with the securities laws of the United
States and of any state or other political subdivision thereof. The undersigned
hereby grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.


Dated this 27 day of September, 2001.


/s/ Robert F. Clark
- ------------------------
Robert F. Clark






                                POWER OF ATTORNEY


         The undersigned, being Vice President of IMC Salt Inc. (and principal
accounting officer of NAMSCO Inc., a Delaware corporation (the "Company")),
hereby constitutes and appoints J. Bradford James, E. Paul Dunn, Jr., and Rose
Marie Williams his or her true and lawful attorneys and agents, each with full
power and authority (acting alone and without the other) to execute and deliver
in the name and on behalf of the undersigned as such principal accounting
officer, a Registration Statement on Form S-4 under the Securities Act of 1933,
as amended, with respect to the exchange of IMC Global Inc.'s ("IMC's") 10.875%
Senior Notes due 2008 for a like principal amount of IMC's issued and
outstanding 10.875% Senior Notes due 2008, of which an aggregate of $400 million
in principal amount is outstanding, and of IMC's 11.250% Senior Notes due 2011
for a like principal amount of IMC's issued and outstanding 11.250% Senior Notes
due 2011, of which an aggregate of $200 million in principal amount is
outstanding; to execute and deliver any and all amendments to such Registration
Statement (including post-effective amendments) for filing with the Securities
and Exchange Commission; and in connection with the foregoing, to do any and all
acts and things and execute any and all instruments which such attorneys and
agents may deem necessary or advisable to enable the Company to comply with the
securities laws of the United States and of any state or other political
subdivision thereof. The undersigned hereby grants to such attorneys and agents,
and each of them, full power of substitution and revocation in the premises and
hereby ratifies and confirms all that such attorneys and agents may do or cause
to be done by virtue of these presents.


Dated this 27 day of September, 2001.


/s/ Rodney L. Underdown
- -------------------------
Rodney L. Underdown





                                POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of NATI LLC, a
Delaware limited liability company (the "Company"), hereby constitutes and
appoints J. Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or
her true and lawful attorneys and agents, each with full power and authority
(acting alone and without the other) to execute and deliver in the name and on
behalf of the undersigned as such Director and/or Officer of the Company, a
Registration Statement on Form S-4 under the Securities Act of 1933, as amended,
with respect to the exchange of IMC Global Inc.'s ("IMC's") 10.875% Senior
Notes due 2008 for a like principal amount of IMC's issued and outstanding
10.875% Senior Notes due 2008, of which an aggregate of $400 million in
principal amount is outstanding, and of IMC's 11.250% Senior Notes due 2011 for
a like principal amount of IMC's issued and outstanding 11.250% Senior Notes due
2011, of which an aggregate of $200 million in principal amount is outstanding;
to execute and deliver any and all amendments to such Registration Statement
(including post-effective amendments) for filing with the Securities and
Exchange Commission; and in connection with the foregoing, to do any and all
acts and things and execute any and all instruments which such attorneys and
agents may deem necessary or advisable to enable the Company to comply with the
securities laws of the United States and of any state or other political
subdivision thereof. The undersigned hereby grants to such attorneys and agents,
and each of them, full power of substitution and revocation in the premises and
hereby ratifies and confirms all that such attorneys and agents may do or cause
to be done by virtue of these presents.


Dated this 27th day of September, 2001.


/s/ John F. Tancredi
- -----------------------
John F. Tancredi






                                POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of NATI LLC, a
Delaware limited liability company (the "Company"), hereby constitutes and
appoints E. Paul Dunn, Jr. and Rose Marie Williams his or her true and lawful
attorneys and agents, each with full power and authority (acting alone and
without the other) to execute and deliver in the name and on behalf of the
undersigned as such Director and/or Officer, a Registration Statement on Form
S-4 under the Securities Act of 1933, as amended, with respect to the exchange
of IMC Global Inc.'s ("IMC's") 10.875% Senior Notes due 2008 for a like
principal amount of IMC's issued and outstanding 10.875% Senior Notes due 2008,
of which an aggregate of $400 million in principal amount is outstanding, and of
IMC's 11.250% Senior Notes due 2011 for a like principal amount of IMC's issued
and outstanding 11.250% Senior Notes due 2011, of which an aggregate of $200
million in principal amount is outstanding; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
of any state or other political subdivision thereof. The undersigned, hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.


Dated this 11th day of October, 2001.


/s/ J. Reid Porter
- ---------------------
J. Reid Porter






                                POWER OF ATTORNEY


         The undersigned, being Vice President and Chief Financial Officer of
IMC Chemicals Inc. (and principal accounting officer of NATI LLC, a Delaware
limited liability company (the "Company")), hereby constitutes and appoints J.
Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true and
lawful attorneys and agents, each with full power and authority (acting alone
and without the other) to execute and deliver in the name and on behalf of the
undersigned as such principal accounting officer, a Registration Statement on
Form S-4 under the Securities Act of 1933, as amended, with respect to the
exchange of IMC Global Inc.'s ("IMC's") 10.875% Senior Notes due 2008 for a like
principal amount of IMC's issued and outstanding 10.875% Senior Notes due 2008,
of which an aggregate of $400 million in principal amount is outstanding, and of
IMC's 11.250% Senior Notes due 2011 for a like principal amount of IMC's issued
and outstanding 11.250% Senior Notes due 2011, of which an aggregate of $200
million in principal amount is outstanding; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.


Dated this 26 day of September, 2001.


/s/ Emanuel J. DiTeresi
- -------------------------
Emanuel J. DiTeresi




                                POWER OF ATTORNEY


The undersigned, being a Director and/or Officer of IMC Global Inc., a
Delaware corporation (the "Company"), hereby constitutes and appoints J.
Bradford James, E. Paul Dunn, Jr. and Rose Marie Williams his or her true and
lawful attorneys and agents, each with full power and authority (acting alone
and without the other) to execute and deliver in the name and on behalf of
the undersigned as such Director and/or Officer of the Company in the
Company's capacity as the Administrative Managing General Partner of
Phosphate Resource Partners Limited Partnership, a Delaware limited
partnership (the "Partnership"), a Registration Statement on Form S-4 under
the Securities Act of 1933, as amended, with respect to the exchange of its
10.875% Senior Notes due 2008 for a like principal amount of the Company's
issued and outstanding 10.875% Senior Notes due 2008, of which an aggregate
of $400 million in principal amount is outstanding, and of its 11.250% Senior
Notes due 2011 for a like principal amount of its issued and outstanding
11.250% Senior Notes due 2011, of which an aggregate of $200 million in
principal amount is outstanding; to execute and deliver any and all
amendments to such Registration Statement (including post-effective
amendments) for filing with the Securities and Exchange Commission; and in
connection with the foregoing, to do any and all acts and things and execute
any and all instruments which such attorneys and agents may deem necessary or
advisable to enable the Partnership to comply with the securities laws of the
United States and of any state or other political subdivision thereof. The
undersigned hereby grants to such attorneys and agents, and each of them,
full power of substitution and revocation in the premises and hereby ratifies
and confirms all that such attorneys and agents may do or cause to be done by
virtue of these presents.

Dated this 21st day of September, 2001.


/s/ Douglas A. Pertz
- --------------------------------------------
Douglas A. Pertz





                                POWER OF ATTORNEY


The undersigned, being a Director and/or Officer of IMC Global Inc., a
Delaware corporation (the "Company"), hereby constitutes and appoints E. Paul
Dunn, Jr. and Rose Marie Williams his or her true and lawful attorneys and
agents, each with full power and authority (acting alone and without the
other) to execute and deliver in the name and on behalf of the undersigned as
such Director and/or Officer of the Company in the Company's capacity as the
Administrative Managing General Partner of Phosphate Resource Partners
Limited Partnership, a Delaware limited partnership (the "Partnership"), a
Registration Statement on Form S-4 under the Securities Act of 1933, as
amended, with respect to the exchange of its 10.875% Senior Notes due 2008
for a like principal amount of the Company's issued and outstanding 10.875%
Senior Notes due 2008, of which an aggregate of $400 million in principal
amount is outstanding, and of its 11.250% Senior Notes due 2011 for a like
principal amount of its issued and outstanding 11.250% Senior Notes due 2011,
of which an aggregate of $200 million in principal amount is outstanding; to
execute and deliver any and all amendments to such Registration Statement
(including post-effective amendments) for filing with the Securities and
Exchange Commission; and in connection with the foregoing, to do any and all
acts and things and execute any and all instruments which such attorneys and
agents may deem necessary or advisable to enable the Partnership to comply
with the securities laws of the United States and of any state or other
political subdivision thereof. The undersigned hereby grants to such attorneys
and agents, and each of them, full power of substitution and revocation in
the premises and hereby ratifies and confirms all that such attorneys and
agents may do or cause to be done by virtue of these presents.

Dated this 11th day of October, 2001.

/s/ J. Reid Porter
- -------------------------------------
J. Reid Porter





                                POWER OF ATTORNEY


The undersigned, being a Director and/or Officer of IMC Global Inc., a
Delaware corporation (the "Company"), hereby constitutes and appoints J.
Bradford James, E. Paul Dunn, Jr. and Rose Marie Williams his or her true and
lawful attorneys and agents, each with full power and authority (acting alone
and without the other) to execute and deliver in the name and on behalf of
the undersigned as such Director and/or Officer of the Company in the
Company's capacity as the Administrative Managing General Partner of
Phosphate Resource Partners Limited Partnership, a Delaware limited
partnership (the "Partnership"), a Registration Statement on Form S-4 under
the Securities Act of 1933, as amended, with respect to the exchange of its
10.875% Senior Notes due 2008 for a like principal amount of the Company's
issued and outstanding 10.875% Senior Notes due 2008, of which an aggregate
of $400 million in principal amount is outstanding, and of its 11.250% Senior
Notes due 2011 for a like principal amount of its issued and outstanding
11.250% Senior Notes due 2011, of which an aggregate of $200 million in
principal amount is outstanding; to execute and deliver any and all
amendments to such Registration Statement (including post-effective
amendments) for filing with the Securities and Exchange Commission; and in
connection with the foregoing, to do any and all acts and things and execute
any and all instruments which such attorneys and agents may deem necessary or
advisable to enable the Partnership to comply with the securities laws of the
United States and of any state or other political subdivision thereof. The
undersigned hereby grants to such attorneys and agents, and each of them,
full power of substitution and revocation in the premises and hereby ratifies
and confirms all that such attorneys and agents may do or cause to be done by
virtue of these presents.

Dated this 24th day of September, 2001.

/s/ Anne M. Scavone
- ---------------------------------------
Anne M. Scavone





                                POWER OF ATTORNEY


The undersigned, being a Director and/or Officer of IMC Global Inc., a
Delaware corporation (the "Company"), hereby constitutes and appoints J.
Bradford James, E. Paul Dunn, Jr. and Rose Marie Williams his or her true and
lawful attorneys and agents, each with full power and authority (acting alone
and without the other) to execute and deliver in the name and on behalf of
the undersigned as such Director and/or Officer of the Company in the
Company's capacity as the Administrative Managing General Partner of
Phosphate Resource Partners Limited Partnership, a Delaware limited
partnership (the "Partnership"), a Registration Statement on Form S-4 under
the Securities Act of 1933, as amended, with respect to the exchange of its
10.875% Senior Notes due 2008 for a like principal amount of the Company's
issued and outstanding 10.875% Senior Notes due 2008, of which an aggregate
of $400 million in principal amount is outstanding, and of its 11.250% Senior
Notes due 2011 for a like principal amount of its issued and outstanding
11.250% Senior Notes due 2011, of which an aggregate of $200 million in
principal amount is outstanding; to execute and deliver any and all
amendments to such Registration Statement (including post-effective
amendments) for filing with the Securities and Exchange Commission; and in
connection with the foregoing, to do any and all acts and things and execute
any and all instruments which such attorneys and agents may deem necessary or
advisable to enable the Partnership to comply with the securities laws of the
United States and of any state or other political subdivision thereof. The
undersigned hereby grants to such attorneys and agents, and each of them,
full power of substitution and revocation in the premises and hereby ratifies
and confirms all that such attorneys and agents may do or cause to be done by
virtue of these presents.

Dated this 21 day of September, 2001.

/s/ Raymond F. Bentele
- -------------------------------------
Raymond F. Bentele


                                POWER OF ATTORNEY


The undersigned, being a Director and/or Officer of IMC Global Inc., a Delaware
corporation (the "Company"), hereby constitutes and appoints J. Bradford James,
E. Paul Dunn, Jr. and Rose Marie Williams his or her true and lawful attorneys
and agents, each with full power and authority (acting alone and without the
other) to execute and deliver in the name and on behalf of the undersigned as
such Director and/or Officer of the Company in the Company's capacity as the
Administrative Managing General Partner of Phosphate Resource Partners Limited
Partnership, a Delaware limited partnership (the "Partnership"), a Registration
Statement on Form S-4 under the Securities Act of 1933, as amended, with respect
to the exchange of its 10.875% Senior Notes due 2008 for a like principal amount
of the Company's issued and outstanding 10.875% Senior Notes due 2008, of which
an aggregate of $400 million in principal amount is outstanding, and of its
11.250% Senior Notes due 2011 for a like principal amount of its issued and
outstanding 11.250% Senior Notes due 2011, of which an aggregate of $200 million
in principal amount is outstanding; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Partnership to comply with the securities laws of the United States
and of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.

Dated this 21 day of September, 2001.


/s/ James M. Davidson
- -------------------------
James M. Davidson



                                POWER OF ATTORNEY


The undersigned, being a Director and/or Officer of IMC Global Inc., a Delaware
corporation (the "Company"), hereby constitutes and appoints J. Bradford James,
E. Paul Dunn, Jr. and Rose Marie Williams his or her true and lawful attorneys
and agents, each with full power and authority (acting alone and without the
other) to execute and deliver in the name and on behalf of the undersigned as
such Director and/or Officer of the Company in the Company's capacity as the
Administrative Managing General Partner of Phosphate Resource Partners Limited
Partnership, a Delaware limited partnership (the "Partnership"), a Registration
Statement on Form S-4 under the Securities Act of 1933, as amended, with respect
to the exchange of its 10.875% Senior Notes due 2008 for a like principal amount
of the Company's issued and outstanding 10.875% Senior Notes due 2008, of which
an aggregate of $400 million in principal amount is outstanding, and of its
11.250% Senior Notes due 2011 for a like principal amount of its issued and
outstanding 11.250% Senior Notes due 2011, of which an aggregate of $200 million
in principal amount is outstanding; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Partnership to comply with the securities laws of the United States
and of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.

Dated this 21st day of September, 2001.


/s/ Harold H. MacKay
- ------------------------
Harold H. MacKay



                                POWER OF ATTORNEY


The undersigned, being a Director and/or Officer of IMC Global Inc., a Delaware
corporation (the "Company"), hereby constitutes and appoints J. Bradford James,
E. Paul Dunn, Jr. and Rose Marie Williams his or her true and  lawful attorneys
and agents, each with full power and authority (acting alone and without the
other) to execute and deliver in the name and on behalf of the undersigned as
such Director and/or Officer of the Company in the Company's capacity as the
Administrative Managing General Partner of Phosphate Resource Partners Limited
Partnership, a Delaware limited partnership (the "Partnership"), a Registration
Statement on Form S-4 under the Securities Act of 1933, as amended, with respect
to the exchange of its 10.875% Senior Notes due 2008 for a like principal amount
of the Company's issued and outstanding 10.875% Senior Notes due 2008, of which
an aggregate of $400 million in principal amount is outstanding, and of its
11.250% Senior Notes due 2011 for a like principal amount of its issued and
outstanding 11.250% Senior Notes due 2011, of which an aggregate of $200 million
in principal amount is outstanding; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Partnership to comply with the securities laws of the United States
and of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.

Dated this 21st day of September, 2001.


/s/ David B Mathis
- ------------------------
David B. Mathis



                                POWER OF ATTORNEY


The undersigned, being a Director and/or Officer of IMC Global Inc., a Delaware
corporation (the "Company"), hereby constitutes and appoints J. Bradford James,
E. Paul Dunn, Jr. and Rose Marie Williams his or her true and lawful attorneys
and agents, each with full power and authority (acting alone and without the
other) to execute and deliver in the name and on behalf of the undersigned as
such Director and/or Officer of the Company in the Company's capacity as the
Administrative Managing General Partner of Phosphate Resource Partners Limited
Partnership, a Delaware limited partnership (the "Partnership"), a Registration
Statement on Form S-4 under the Securities Act of 1933, as amended, with respect
to the exchange of its 10.875% Senior Notes due 2008 for a like principal amount
of the Company's issued and outstanding 10.875% Senior Notes due 2008, of which
an aggregate of $400 million in principal amount is outstanding, and of its
11.250% Senior Notes due 2011 for a like principal amount of its issued and
outstanding 11.250% Senior Notes due 2011, of which an aggregate of $200 million
in principal amount is outstanding; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Partnership to comply with the securities laws of the United States
and of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.

Dated this 24 day of September, 2001.


/s/ Donald F. Mazankowski
- ----------------------------
Donald F. Mazankowski



                                POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of IMC Global Inc., a
Delaware corporation (the "Company"), hereby constitutes and appoints J.
Bradford James, E. Paul Dunn, Jr. and Rose Marie Williams his or her true and
lawful attorneys and agents, each with full power and authority (acting alone
and without the other) to execute and deliver in the name and on behalf of the
undersigned as such Director and/or Officer of the Company in the Company's
capacity as the Administrative Managing General Partner of Phosphate Resource
Partners Limited Partnership, a Delaware limited partnership (the
"Partnership"), a Registration Statement on Form S-4 under the Securities Act of
1933, as amended, with respect to the exchange of its 10.875% Senior Notes due
2008 for a like principal amount of the Company's issued and outstanding 10.875%
Senior Notes due 2008, of which an aggregate of $400 million in principal amount
is outstanding, and of its 11.250% Senior Notes due 2011 for a like principal
amount of its issued and outstanding 11.250% Senior Notes due 2011, of which an
aggregate of $200 million in principal amount is outstanding; to execute and
deliver any and all amendments to such Registration Statement (including
post-effective amendments) for filing with the Securities and Exchange
Commission; and in connection with the foregoing, to do any and all acts and
things and execute any and all instruments which such attorneys and agents may
deem necessary or advisable to enable the Partnership to comply with the
securities laws of the United States and of any state or other political
subdivision thereof. The undersigned hereby grants to such attorneys and agents,
and each of them, full power of substitution and revocation in the premises and
hereby ratifies and confirms all that such attorneys and agents may do or cause
to be done by virtue of these presents.

Dated this 21st day of September, 2001.

/s/ Pamela B. Strobel
- --------------------------
Pamela B. Strobel



                                POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of IMC Global Inc., a
Delaware corporation (the "Company"), hereby constitutes and appoints J.
Bradford James, E. Paul Dunn, Jr. and Rose Marie Williams his or her true and
lawful attorneys and agents, each with full power and authority (acting alone
and without the other) to execute and deliver in the name and on behalf of the
undersigned as such Director and/or Officer of the Company in the Company's
capacity as the Administrative Managing General Partner of Phosphate Resource
Partners Limited Partnership, a Delaware limited partnership (the
"Partnership"), a Registration Statement on Form S-4 under the Securities Act of
1933, as amended, with respect to the exchange of its 10.875% Senior Notes due
2008 for a like principal amount of the Company's issued and outstanding 10.875%
Senior Notes due 2008, of which an aggregate of $400 million in principal amount
is outstanding, and of its 11.250% Senior Notes due 2011 for a like principal
amount of its issued and outstanding 11.250% Senior Notes due 2011, of which an
aggregate of $200 million in principal amount is outstanding; to execute and
deliver any and all amendments to such Registration Statement (including
post-effective amendments) for filing with the Securities and Exchange
Commission; and in connection with the foregoing, to do any and all acts and
things and execute any and all instruments which such attorneys and agents may
deem necessary or advisable to enable the Partnership to comply with the
securities laws of the United States and of any state or other political
subdivision thereof. The undersigned hereby grants to such attorneys and agents,
and each of them, full power of substitution and revocation in the premises and
hereby ratifies and confirms all that such attorneys and agents may do or cause
to be done by virtue of these presents.

Dated this 21st day of September, 2001.

/s/ Richard L. Thomas
- --------------------------
Richard L. Thomas



                                POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of The Vigoro
Corporation, a Delaware corporation (the "Company"), hereby constitutes and
appoints E. Paul Dunn, Jr. and Rose Marie Williams his or her true and lawful
attorneys and agents, each with full power and authority (acting alone and
without the other) to execute and deliver in the name and on behalf of the
undersigned as such Director and/or Officer, a Registration Statement on Form
S-4 under the Securities Act of 1933, as amended, with respect to the exchange
of IMC Global Inc.'s ("IMC's") 10.875% Senior Notes due 2008 for a like
principal amount of IMC's issued and outstanding 10.875% Senior Notes due 2008,
of which an aggregate of $400 million in principal amount is outstanding, and of
IMC's 11.250% Senior Notes due 2011 for a like principal amount of IMC's issued
and outstanding 11.250% Senior Notes due 2011, of which an aggregate of $200
million in principal amount is outstanding; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.

Dated this 11th day of October, 2001.

/s/ J. Reid Porter
- --------------------------
J. Reid Porter



                                POWER OF ATTORNEY


         The undersigned, being a Director and/or Officer of The Vigoro
Corporation, a Delaware corporation (the "Company"), hereby constitutes and
appoints J. Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or
her true and lawful attorneys and agents, each with full power and authority
(acting alone and without the other) to execute and deliver in the name and on
behalf of the undersigned as such Director and/or Officer of the Company, a
Registration Statement on Form S-4 under the Securities Act of 1933, as amended,
with respect to the exchange of IMC Global Inc.'s ("IMC's") 10.875% Senior Notes
due 2008 for a like principal amount of IMC's issued and outstanding 10.875%
Senior Notes due 2008, of which an aggregate of $400 million in principal amount
is outstanding, and of IMC's 11.250% Senior Notes due 2011 for a like principal
amount of IMC's issued and outstanding 11.250% Senior Notes due 2011, of which
an aggregate of $200 million in principal amount is outstanding; to execute and
deliver any and all amendments to such Registration Statement (including
post-effective amendments) for filing with the Securities and Exchange
Commission; and in connection with the foregoing, to do any and all acts and
things and execute any and all instruments which such attorneys and agents may
deem necessary or advisable to enable the Company to comply with the securities
laws of the United States and of any state or other political subdivision
thereof. The undersigned hereby grants to such attorneys and agents, and each of
them, full power of substitution and revocation in the premises and hereby
ratifies and confirms all that such attorneys and agents may do or cause to be
done by virtue of these presents.

Dated this 24th day of September, 2001.

/s/ Douglas A. Pertz
- --------------------------
Douglas A. Pertz



                                POWER OF ATTORNEY


         The undersigned, being Vice President and Controller of IMC Global Inc.
(and principal accounting officer of The Vigoro Corporation., a Delaware
corporation (the "Company")), hereby constitutes and appoints J. Bradford James,
E. Paul Dunn, Jr., and Rose Marie Williams his or her true and lawful attorneys
and agents, each with full power and authority (acting alone and without the
other) to execute and deliver in the name and on behalf of the undersigned as
such principal accounting officer, a Registration Statement on Form S-4 under
the Securities Act of 1933, as amended, with respect to the exchange of IMC
Global Inc.'s ("IMC's") 10.875% Senior Notes due 2008 for a like principal
amount of IMC's issued and outstanding 10.875% Senior Notes due 2008, of which
an aggregate of $400 million in principal amount is outstanding, and of IMC's
11.250% Senior Notes due 2011 for a like principal amount of IMC's issued and
outstanding 11.250% Senior Notes due 2011, of which an aggregate of $200 million
in principal amount is outstanding; to execute and deliver any and all
amendments to such Registration Statement (including post-effective amendments)
for filing with the Securities and Exchange Commission; and in connection with
the foregoing, to do any and all acts and things and execute any and all
instruments which such attorneys and agents may deem necessary or advisable to
enable the Company to comply with the securities laws of the United States and
of any state or other political subdivision thereof. The undersigned hereby
grants to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.

Dated this 26th day of September, 2001.

/s/ Anne M. Scavone
- --------------------------
Anne M. Scavone

EX-25

===============================================================================

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) |__|

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

                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)

New York                                                  13-5160382
(State of incorporation                                   (I.R.S. employer
if not a U.S. national bank)                              identification no.)

One Wall Street, New York, N.Y.                           10286
(Address of principal executive offices)                  (Zip code)

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

                                 IMC GLOBAL INC.
               (Exact name of obligor as specified in its charter)

Delaware                                                  36-3492467
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                            identification no.)

100 South Saunders Road
Suite 300
Lake Forest, Illinois                                     60045
(Address of principal executive offices)                  (Zip code)





                               Carey Salt Company
               (Exact name of obligor as specified in its charter)

Delaware                                                  13-3563048
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                            identification no.)

c/o IMC Global, Inc.
100 South Saunders Road
Suite 300
Lake Forest, Illinois                                     60045
(Address of principal executive offices)                  (Zip code)

                                    FMRP Inc.
               (Exact name of obligor as specified in its charter)

Delaware                                                  72-1122135
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                            identification no.)

c/o IMC Global, Inc.
100 South Saunders Road
Suite 300
Lake Forest, Illinois                                     60045
(Address of principal executive offices)                  (Zip code)

                                 GSL Corporation
               (Exact name of obligor as specified in its charter)

Delaware                                                  48-1106349
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                            identification no.)

c/o IMC Global, Inc.
100 South Saunders Road
Suite 300
Lake Forest, Illinois                                     60045
(Address of principal executive offices)                  (Zip code)



                                      -2-



                       Harris Chemical North America, Inc.
               (Exact name of obligor as specified in its charter)

Delaware                                                  48-1135402
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                            identification no.)

c/o IMC Global, Inc.
100 South Saunders Road
Suite 300
Lake Forest, Illinois                                     60045
(Address of principal executive offices)                  (Zip code)

                                 IMC Canada Ltd.
               (Exact name of obligor as specified in its charter)

Canada                                                    36-4117430
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                            identification no.)

c/o IMC Global, Inc.
100 South Saunders Road
Suite 300
Lake Forest, Illinois                                      60045
(Address of principal executive offices)                   (Zip code)

                               IMC Chemicals Inc.
               (Exact name of obligor as specified in its charter)

Delaware                                                  13-3579263
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                            identification no.)

c/o IMC Global, Inc.
100 South Saunders Road
Suite 300
Lake Forest, Illinois                                     60045
(Address of principal executive offices)                  (Zip code)




                                      -3-



                           IMC Global Netherlands B.V.
               (Exact name of obligor as specified in its charter)

Netherlands, Amsterdam                                    98-0356532
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                            identification no.)

c/o IMC Global, Inc.
100 South Saunders Road
Suite 300
Lake Forest, Illinois                                     60045
(Address of principal executive offices)                  (Zip code)

                           IMC Global Operations Inc.
               (Exact name of obligor as specified in its charter)

Delaware                                                  36-3513204
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                            identification no.)

c/o IMC Global, Inc.
100 South Saunders Road
Suite 300
Lake Forest, Illinois                                     60045
(Address of principal executive offices)                  (Zip code)

                         IMC Global Potash Holdings N.V.
               (Exact name of obligor as specified in its charter)

Netherland Antilles                                       36-4045881
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                            identification no.)

c/o IMC Global, Inc.
100 South Saunders Road
Suite 300
Lake Forest, Illinois                                     60045
(Address of principal executive offices)                  (Zip code)




                                      -4-



                          IMC Inorganic Chemicals Inc.
               (Exact name of obligor as specified in its charter)

Delaware                                                  48-1135403
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                            identification no.)

c/o IMC Global, Inc.
100 South Saunders Road
Suite 300
Lake Forest, Illinois                                     60045
(Address of principal executive offices)                  (Zip code)

                             IMC Kalium Ogden Corp.
               (Exact name of obligor as specified in its charter)

Delaware                                                  87-0274174
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                            identification no.)

c/o IMC Global, Inc.
100 South Saunders Road
Suite 300
Lake Forest, Illinois                                     60045
(Address of principal executive offices)                  (Zip code)

                             IMC Phosphates Company
               (Exact name of obligor as specified in its charter)

Delaware                                                  36-3892806
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                            identification no.)

c/o IMC Global, Inc.
100 South Saunders Road
Suite 300
Lake Forest, Illinois                                     60045
(Address of principal executive offices)                  (Zip code)




                                      -5-



                            IMC Potash Carlsbad Inc.
               (Exact name of obligor as specified in its charter)

Delaware                                                  36-4091023
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                            identification no.)

c/o IMC Global, Inc.
100 South Saunders Road
Suite 300
Lake Forest, Illinois                                     60045
(Address of principal executive offices)                  (Zip code)

                            IMC Potash Colonsay N.V.
               (Exact name of obligor as specified in its charter)

Netherlands Antilles                                      36-4082930
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                            identification no.)

c/o IMC Global, Inc.
100 South Saunders Road
Suite 300
Lake Forest, Illinois                                     60045
(Address of principal executive offices)                  (Zip code)

                                  IMC Salt Inc.
               (Exact name of obligor as specified in its charter)

Delaware                                                  48-1047632
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                            identification no.)

c/o IMC Global, Inc.
100 South Saunders Road
Suite 300
Lake Forest, Illinois                                     60045
(Address of principal executive offices)                  (Zip code)




                                      -6-



                                  IMC USA Inc.
               (Exact name of obligor as specified in its charter)

Delaware                                                  36-3545577
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                            identification no.)

c/o IMC Global, Inc.
100 South Saunders Road
Suite 300
Lake Forest, Illinois                                     60045
(Address of principal executive offices)                  (Zip code)

                               KCL Holdings, Inc.
               (Exact name of obligor as specified in its charter)

Delaware                                                  36-3545575
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                            identification no.)

c/o IMC Global, Inc.
100 South Saunders Road
Suite 300
Lake Forest, Illinois                                     60045
(Address of principal executive offices)                  (Zip code)

                                   NAMSCO Inc.
               (Exact name of obligor as specified in its charter)

Delaware                                                  48-1065647
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                            identification no.)

c/o IMC Global, Inc.
100 South Saunders Road
Suite 300
Lake Forest, Illinois                                     60045
(Address of principal executive offices)                  (Zip code)




                                      -7-



                                    NATI LLC
               (Exact name of obligor as specified in its charter)

Delaware                                                  13-3579263
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                            identification no.)

c/o IMC Global, Inc.
100 South Saunders Road
Suite 300
Lake Forest, Illinois                                     60045
(Address of principal executive offices)                  (Zip code)

                Phosphates Resource Partners Limited Partnership
               (Exact name of obligor as specified in its charter)

Delaware                                                  72-1067072
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                            identification no.)

c/o IMC Global, Inc.
100 South Saunders Road
Suite 300
Lake Forest, Illinois                                     60045
(Address of principal executive offices)                  (Zip code)

                             The Vigoro Corporation
               (Exact name of obligor as specified in its charter)

Delaware                                                  36-3414338
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                            identification no.)

c/o IMC Global, Inc.
100 South Saunders Road
Suite 300
Lake Forest, Illinois                                     60045
(Address of principal executive offices)                  (Zip code)



                          10.875% Senior Notes due 2008
                       (Title of the indenture securities)
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =



                                      -8-



1.   GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:


     (a)  NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
          IT IS SUBJECT.



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

                  Name                                              Address
- -------------------------------------------------------------------------------------------------
                                                  
     Superintendent of Banks of the State of          2 Rector Street, New York, N.Y. 10006,
     New York                                          and Albany, N.Y. 12203

     Federal Reserve Bank of New York                 33 Liberty Plaza, New York, N.Y. 10045

     Federal Deposit Insurance Corporation            Washington, D.C.  20429

     New York Clearing House Association              New York, New York   10005


     (b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

     Yes.

2.   AFFILIATIONS WITH OBLIGOR.

     IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
     AFFILIATION.

         None.

16.  LIST OF EXHIBITS.

     EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
     INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
     7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
     229.10(d).

     1.   A copy of the Organization Certificate of The Bank of New York
          (formerly Irving Trust Company) as now in effect, which contains the
          authority to commence business and a grant of powers to exercise
          corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
          filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
          Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
          to Form T-1 filed with Registration Statement No. 33-29637.)

     4.   A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
          filed with Registration Statement No. 33-31019.)

     6.   The consent of the Trustee required by Section 321(b) of the Act.
          (Exhibit 6 to Form T-1 filed with Registration Statement No.
          33-44051.)

     7.   A copy of the latest report of condition of the Trustee published
          pursuant to law or to the requirements of its supervising or examining
          authority.


                                      -9-



                                    SIGNATURE


     Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 3rd day of October, 2001.


                                       THE BANK OF NEW YORK


                                       By: /s/ STACEY POINDEXTER
                                           ----------------------------------
                                           Name: STACEY POINDEXTER
                                           Title: ASSISTANT TREASURER



                                     -10-

EX-99.1

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LETTER OF TRANSMITTAL

To Tender for Exchange
10.875% Senior Notes due 2008
and
11.250% Senior Notes due 2011
of
IMC GLOBAL INC.

Pursuant to the Prospectus Dated November 9, 2001

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 14, 2001 UNLESS EXTENDED (THE "EXPIRATION DATE").

PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS

    If you desire to accept the Exchange Offer, this Letter of Transmittal should be completed, signed and submitted to the Exchange Agent:

The Bank of New York (the "Exchange Agent")
By Overnight Courier or Registered/Certified Mail:	By Hand:
The Bank of New York 20 Broad Street 1 Lower Level New York, New York 10286 Attention: Santino Ginocchiette	The Bank of New York 20 Broad Street 1 Lower Level New York, New York 10286 Attention: Santino Ginocchiette
Facsimile Transmission:	For Information Telephone:
(914) 773-5036 Attention: Santino Ginocchiette	(914) 773-5741
Confirm Receipt of Facsimile by Telephone:
(914) 773-5741

Delivery of this Letter of Transmittal to an address or facsimile number other than as set forth above will not constitute a valid delivery.

For any questions regarding this Letter of Transmittal or for any additional information, you may contact the Exchange Agent by telephone at (212) 815-5920, or by facsimile at (212) 815-6339.

    The undersigned hereby acknowledges receipt of the Prospectus dated November 9, 2001 (the "Prospectus") of IMC Global Inc., a Delaware corporation (the "Issuer"), and this Letter of Transmittal (the "Letter of Transmittal"), that together constitute the Issuer's offer (the "Exchange Offer") to exchange (i) $1,000 in principal amount of its 10.875% Senior Notes due 2008, Series B ("New Seven-Year Securities") which have been registered under the Securities Act of 1933, as amended (the "Securities Act") for each $1,000 in principal amount of its outstanding 10.875% Senior Notes due 2008 ("Outstanding Seven-Year Securities") and (ii) $1,000 in principal amount of its 11.250% Senior Notes due 2011, Series B ("New Ten-Year Securities," and together with the New Seven Year Securities, the "New Securities") which have been registered under the Securities Act for each $1,000 in principal amount of its outstanding 11.250% Senior Notes due 2011 ("Outstanding Ten-Year Securities," and together with the Outstanding Seven-Year Securities, the "Outstanding Securities"). Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus.

    The undersigned hereby tenders the Outstanding Securities described in Box 1 below (the "Tendered Securities") pursuant to the terms and conditions described in the Prospectus and this Letter of Transmittal. The undersigned is the registered owner of all the Tendered Securities and the undersigned represents that it has received from each beneficial owner of the Tendered Securities ("Beneficial Owners") a duly completed and executed form of "Instruction to Registered Holder and/or Book-Entry Transfer Facility Participant from Beneficial

Owner" accompanying this Letter of Transmittal, instructing the undersigned to take the action described in this Letter of Transmittal.

    Subject to, and effective upon, the acceptance for exchange of the Tendered Securities, the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Issuer all right, title, and interest in, to and under the Tendered Securities.

    Please issue the New Securities exchanged for Tendered Securities in the name(s) of the undersigned. Similarly, unless otherwise indicated under "Special Delivery Instructions" below (Box 3), please send or cause to be sent the certificates for the New Securities (and accompanying documents, as appropriate) to the undersigned at the address shown below in Box 1.

    The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the true and lawful agent and attorney in fact of the undersigned with respect to the Tendered Securities, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) deliver the Tendered Securities to the Issuer or cause ownership of the Tendered Securities to be transferred to, or upon the order of, the Issuer, on the books of the registrar for the Outstanding Securities and deliver all accompanying evidences of transfer and authenticity to, or upon the order of, the Issuer upon receipt by the Exchange Agent, as the undersigned's agent, of the New Securities to which the undersigned is entitled upon acceptance by the Issuer of the Tendered Securities pursuant to the Exchange Offer, and (ii) receive all benefits and otherwise exercise all rights of beneficial ownership of the Tendered Securities, all in accordance with the terms of the Exchange Offer.

    The undersigned understands that tenders of Outstanding Securities pursuant to the procedures described under the caption "The Exchange Offer" in the Prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and the Issuer upon the terms and subject to the conditions of the Exchange Offer, subject only to withdrawal of such tenders on the terms set forth in the Prospectus under the caption "The Exchange Offer - Withdrawal of Tenders." All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and any Beneficial Owner(s), and every obligation of the undersigned or any Beneficial Owner(s) hereunder shall be binding upon the heirs, representatives, successors, and assigns of the undersigned and such Beneficial Owner(s).

    The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, exchange, assign, and transfer the Tendered Securities and that the Issuer will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges, encumbrances, and adverse claims when the Tendered Securities are acquired by the Issuer as contemplated herein. The undersigned and each Beneficial Owner will, upon request, execute and deliver any additional documents reasonably requested by the Issuer or the Exchange Agent as necessary or desirable to complete and give effect to the transactions contemplated hereby.

    The undersigned hereby represents and warrants that the information set forth in Box 2 is true and correct.

    By accepting the Exchange Offer, the undersigned hereby represents and warrants that (i) the New Securities to be acquired by the undersigned and any Beneficial Owner(s) in connection with the Exchange Offer are being acquired by the undersigned and any Beneficial Owner(s) in the ordinary course of business of the undersigned and any Beneficial Owner(s), (ii) the undersigned and each Beneficial Owner are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the New Securities, (iii) except as otherwise disclosed in writing herewith, neither the undersigned nor any Beneficial Owner is an "affiliate," as defined in Rule 405 under the Securities Act, of the Issuer, (iv) that the undersigned is not a broker-dealer tendering securities directly acquired from the Issuer for its own account, and (v) the undersigned and each Beneficial Owner acknowledge and agree that any person participating in the Exchange Offer with the intention or for the purpose of distributing the New Securities must comply with the registration and prospectus delivery requirements of the Securities Act, in connection with a secondary resale of the New Securities acquired by such person and cannot rely on the position of the Staff of the Securities and Exchange Commission (the "Commission") set forth in the no-action letters that are discussed in the section of the Prospectus entitled "The Exchange Offer—Resale of the New Securities."

    In addition, by accepting the Exchange Offer, the undersigned hereby (i) represents and warrants that, if the undersigned or any Beneficial Owner of the Outstanding Securities is a broker-dealer, such broker-dealer acquired the Outstanding Securities for its own account as a result of market-making activities or other trading activities and has not entered into any arrangement or understanding with the Issuer or any "affiliate" of the Issuer (within the meaning of Rule 405 under the Securities Act) to distribute the New Securities to be received in the Exchange Offer, and (ii) acknowledges that, by receiving New Securities for its own account in exchange for Outstanding

– 2 –

Securities, where such Outstanding Securities were acquired as a result of market-making activities or other trading activities, such broker-dealer will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

    The Issuer has agreed that, for a period starting on the Expiration Date and ending on the close of business on the earlier of the (i) 180th day after the Expiration Date and (ii) date on which all broker-dealers who have elected to exchange Outstanding Securities acquired for their own account as a result of market-making activities or other trading activities for New Securities have sold all New Securities held by them, it will make the Prospectus available to any such broker-dealer for use in connection with any such resale.

/

/  CHECK HERE IF TENDERED SECURITIES ARE BEING DELIVERED HEREWITH.

/

/  CHECK HERE IF TENDERED SECURITIES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND COMPLETE "Use of Guaranteed Delivery" BELOW (Box 4).

/

/  CHECK HERE IF TENDERED SECURITIES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE "Use of Book-Entry Transfer" BELOW (Box 5).

– 3 –

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING THE BOXES

BOX 1
DESCRIPTION OF OUTSTANDING SECURITIES TENDERED
(Attach additional signed pages, if necessary)
Name(s) and Address(es) of Registered Outstanding Security Holder(s), exactly as name(s) appear(s) on Outstanding Security Certificate(s) (Please fill in, if blank)		Certificate Number(s) of Outstanding Securities*	Aggregate Principal Amount Represented by Certificate(s)	Aggregate Principal Amount Tendered**
		Total
*	Need not be completed by persons tendering by book-entry transfer.
**	The minimum permitted tender is $1,000 in principal amount of any series of Outstanding Securities. All other tenders must be in integral multiples of $1,000 of principal amount of any series of Outstanding Securities. Unless otherwise indicated in this column, the principal amount of all Outstanding Security Certificates identified in this Box 1 or delivered to the Exchange Agent herewith shall be deemed tendered. See Instruction 4.
BOX 2
BENEFICIAL OWNER(S)
State of Principal Residence of Each Beneficial Owner of Tendered Securities		Principal Amount of Tendered Securities Held for Account of Beneficial Owner

– 4 –

BOX 3

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 5, 6 and 7)

TO BE COMPLETED ONLY IF NEW SECURITIES EXCHANGED FOR OUTSTANDING SECURITIES AND UNTENDERED OUTSTANDING SECURITIES ARE TO BE SENT TO SOMEONE OTHER THAN THE UNDERSIGNED, OR TO THE UNDERSIGNED AT AN ADDRESS OTHER THAN THAT SHOWN ABOVE.

Mail New Securities and any untendered Outstanding Securities to:

Name(s):

(please print)

Address:

(include Zip Code)

Tax Identification or
Social Security No.:

BOX 4

USE OF GUARANTEED DELIVERY

(See Instruction 2)

TO BE COMPLETED ONLY IF OUTSTANDING SECURITIES ARE BEING TENDERED BY MEANS OF A NOTICE OF GUARANTEED DELIVERY.

Name(s) of Registered Holder(s):

Date of Execution of Notice of Guaranteed Delivery:

Name of Institution which Guaranteed Delivery:

BOX 5

USE OF BOOK-ENTRY TRANSFER

(See Instruction 1)

TO BE COMPLETED ONLY IF DELIVERY OF TENDERED SECURITIES IS TO BE MADE BY BOOK-ENTRY TRANSFER.

Name of Tendering Institution:

Account Number:

Transaction Code Number:

– 5 –

BOX 6
TENDERING HOLDER SIGNATURE
(See Instructions 1 and 5) In Addition, Complete Substitute Form W-9
X			Signature Guarantee (If required by Instruction 5)
X
	(Signature of Registered Holder(s) or Authorized Signatory)		Authorized Signature
Note: The above lines must be signed by the registered holder(s) of Outstanding Securities as their name(s) appear(s) on the Outstanding Securities or by persons(s) authorized to become registered holder(s) (evidence of such authorization must be transmitted with this Letter of Transmittal). If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer, or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below. See Instruction 5.			X   Name:   (please print) Title:   Name of Firm:    (Must be an Eligible Institution as defined in Instruction 2)
Name(s):			Address:
Capacity:
			(include Zip Code)
			Area Code and Telephone Number:
Street Address:
		(include Zip Code)	Dated:
Area Code and Telephone Number:
Tax Identification or Social Security Number:

BOX 7
BROKER-DEALER STATUS
/ /	CHECK HERE IF THE BENEFICIAL OWNER IS A PARTICIPATING BROKER-DEALER WHO HOLDS SECURITIES ACQUIRED AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO FOR USE IN CONNECTION WITH RESALES OF NEW SECURITIES RECEIVED IN EXCHANGE FOR SUCH SECURITIES.
	Name:
	Address:
	Area Code and Telephone Number:	Contact Person:

– 6 –

PAYOR'S NAMES: IMC GLOBAL INC.
	Name (if joint names, list first and circle the name of the person or entity whose number you enter in Part 1 below. See instructions if your name has changed.)
	Address
SUBSTITUTE	City, State and ZIP Code
Form W-9	List account number(s) here (optional)
Department of the Treasury
Internal Revenue Service	Part 1—PLEASE PROVIDE YOUR TAXPAYER IDENTIFICATION NUMBER ("TIN") IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW		Social Security Number or TIN
	Part 2—Check the box if you are NOT subject to backup withholding under the provisions of section 3406(a)(1)(C) of the Internal Revenue Code because (1) you have not been notified that you are subject to backup withholding as a result of failure to report all interest or dividends or (2) the Internal Revenue Service has notified you that you are no longer subject to backup withholding. / /
	CERTIFICATION—UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT THE INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE.		Part 3— Awaiting TIN / /
	SIGNATURE	DATE

$_$_DATA_CELL,1,1,1 Note: $_$_DATA_CELL,1,2,1 FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. $_$_DATA_CELL,2,1,1

– 7 –

IMC GLOBAL INC.

INSTRUCTIONS TO LETTER OF TRANSMITTAL

FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER

    1.  Delivery of this Letter of Transmittal and Outstanding Securities.  A properly completed and duly executed copy of this Letter of Transmittal, including Substitute Form W-9, and any other documents required by this Letter of Transmittal must be received by the Exchange Agent at its address set forth herein, and either certificates for Tendered Securities must be received by the Exchange Agent at its address set forth herein or such Tendered Securities must be transferred pursuant to the procedures for book-entry transfer described in the Prospectus under the caption "Exchange Offer—Procedures for Tendering" (and a confirmation of such transfer received by the Exchange Agent), in each case prior to 5:00 p.m., New York City time, on the Expiration Date. The method of delivery of certificates for Tendered Securities, this Letter of Transmittal and all other required documents to the Exchange Agent is at the election and risk of the tendering holder and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. Instead of delivery by mail, it is recommended that the Holder use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery. No Letter of Transmittal or Outstanding Securities should be sent to the Issuer. Neither the Issuer nor the registrar is under any obligation to notify any tendering holder of the Issuer's acceptance of Tendered Securities prior to the closing of the Exchange Offer.

    2.  Guaranteed Delivery Procedures.  Holders who wish to tender their Outstanding Securities but whose Outstanding Securities are not immediately available, and who cannot deliver their Outstanding Securities, this Letter of Transmittal or any other documents required hereby to the Exchange Agent prior to the Expiration Date must tender their Outstanding Securities according to the guaranteed delivery procedures set forth below, including completion of Box 4. Pursuant to such procedures: (i) such tender must be made by or through a firm which is a member of a recognized Medallion Program approved by the Securities Transfer Association Inc. (an "Eligible Institution") and the Notice of Guaranteed Delivery must be signed by the holder; (ii) prior to the Expiration Date, the Exchange Agent must have received from the holder and the Eligible Institution a properly completed and duly executed Notice of Guaranteed Delivery (by mail, hand delivery or facsimile transmission) setting forth the name and address of the holder, the certificate number(s) of the Tendered Securities and the principal amount of Tendered Securities, stating that the tender is being made thereby and guaranteeing that, within three New York Stock Exchange trading days after the Expiration Date, this Letter of Transmittal together with the certificate(s) representing the Outstanding Securities or a confirmation of book-entry transfer of the Outstanding Securities into the Exchange Agent's account at the Depositary Trust Company (the "DTC") and any other required documents will be deposited by the Eligible Institution with the Exchange Agent; and (iii) such properly completed and executed Letter of Transmittal or facsimile of the Letter of Transmittal, as well as all other documents required by this Letter of Transmittal and the certificate(s) representing all Tendered Securities in proper form for transfer or a confirmation of book-entry transfer of the Outstanding Securities into the Exchange Agent's account at the DTC, must be received by the Exchange Agent within five New York Stock Exchange trading days after the Expiration Date. Any holder who wishes to tender Outstanding Securities pursuant to the guaranteed delivery procedures described above must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery relating to such Outstanding Securities prior to 5:00 p.m., New York City time, on the Expiration Date. Failure to complete the guaranteed delivery procedures outlined above will not, of itself, affect the validity or effect a revocation of any Letter of Transmittal form properly completed and executed by an Eligible Holder who attempted to use the guaranteed delivery process.

    3.  Beneficial Owner Instructions to Registered Holders.  Only a holder in whose name Tendered Securities are registered on the books of the registrar (or the legal representative or attorney-in-fact of such registered holder) may execute and deliver this Letter of Transmittal. Any Beneficial Owner of Tendered Securities who is not the registered holder must arrange promptly with the registered holder to execute and deliver this Letter of Transmittal on his or her behalf through the execution and delivery to the registered holder of the Instructions to Registered Holder and/or Book-Entry Transfer Facility Participant from Beneficial Owner form accompanying this Letter of Transmittal.

    4.  Partial Tenders.  Tenders of Outstanding Securities will be accepted only in integral multiples of $1,000 in principal amount. If less than the entire principal amount of Outstanding Securities held by the holder is tendered, the tendering holder should fill in the principal amount tendered in the column labeled "Aggregate

– 8 –

Principal Amount Tendered" of the box entitled "Description of Outstanding Securities Tendered" (Box 1) above. The entire principal amount of Outstanding Securities delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. If the entire principal amount of all Outstanding Securities held by the holder is not tendered, then Outstanding Securities for the principal amount of Outstanding Securities not tendered and New Securities issued in exchange for any Outstanding Securities tendered and accepted will be sent to the Holder at his or her registered address, unless a different address is provided in the appropriate box on this Letter of Transmittal, as soon as practicable following the Expiration Date.

    5.  Signatures on the Letter of Transmittal; Bond Powers and Endorsements; Guarantee of Signatures.  If this Letter of Transmittal is signed by the registered holder(s) of the Tendered Securities, the signature must correspond with the name(s) as written on the face of the Tendered Securities without alteration, enlargement or any change whatsoever.

    If any of the Tendered Securities are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If any Tendered Securities are held in different names, it will be necessary to complete, sign and submit as many separate copies of the Letter of Transmittal as there are different names in which Tendered Securities are held.

    If this Letter of Transmittal is signed by the registered holder(s) of Tendered Securities, and New Securities issued in exchange therefor are to be issued (and any untendered principal amount of Outstanding Securities is to be reissued) in the name of the registered holder(s), then such registered holder(s) need not and should not endorse any Tendered Securities, nor provide a separate bond power. In any other case, such registered holder(s) must either properly endorse the Tendered Securities or transmit a properly completed separate bond power with this Letter of Transmittal, with the signature(s) on the endorsement or bond power guaranteed by an Eligible Institution.

    If this Letter of Transmittal is signed by a person other than the registered holder(s) of any Tendered Securities, such Tendered Securities must be endorsed or accompanied by appropriate bond powers, in each case, signed as the name(s) of the registered holder(s) appear(s) on the Tendered Securities, with the signature(s) on the endorsement or bond power guaranteed by an Eligible Institution.

    If this Letter of Transmittal or any Tendered Securities or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations, or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by the Issuer, evidence satisfactory to the Issuer of their authority to so act must be submitted with this Letter of Transmittal.

    Endorsements on Tendered Securities or signatures on bond powers required by this Instruction 5 must be guaranteed by an Eligible Institution.

    Signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution unless the Tendered Securities are tendered (i) by a registered holder who has not completed the box set forth herein entitled "Special Delivery Instructions" (Box 3) or (ii) by an Eligible Institution.

    6.  Special Delivery Instructions.  Tendering holders should indicate, in the applicable box (Box 3), the name and address to which the New Securities and/or substitute Outstanding Securities for principal amounts not tendered or not accepted for exchange are to be sent, if different from the name and address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the taxpayer identification or social security number of the person named must also be indicated.

    7.  Transfer Taxes.  The Issuer will pay all transfer taxes, if any, applicable to the exchange of Outstanding Securities pursuant to the Exchange Offer. If, however, a transfer tax is imposed for any reason other than the transfer and exchange of Outstanding Securities pursuant to the Exchange Offer, then the amount of any such transfer taxes (whether imposed on the registered holder or on any other person) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with this Letter of Transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

    Except as provided in this Instruction 7, it will not be necessary for transfer tax stamps to be affixed to the Tendered Securities listed in this Letter of Transmittal.

    8.  Tax Identification Number.  Federal income tax law requires that the holder(s) of any Tendered Securities which are accepted for exchange must provide the Issuer (as payor) with its correct taxpayer identification number ("TIN"), which, in the case of a holder who is an individual, is his or her social security number. If the Issuer is not provided with the correct TIN, the Holder may be subject to backup withholding and

– 9 –

a $50 penalty imposed by the Internal Revenue Service. (If withholding results in an over-payment of taxes, a refund may be obtained.) Certain holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional instructions.

    To prevent backup withholding, each holder of Tendered Securities must provide such holder's correct TIN by completing the Substitute Form W-9 set forth herein, certifying that the TIN provided is correct (or that such holder is awaiting a TIN), and that (i) the holder has not been notified by the Internal Revenue Service that such holder is subject to backup withholding as a result of failure to report all interest or dividends or (ii) the Internal Revenue Service has notified the holder that such holder is no longer subject to backup withholding. If the Tendered Securities are registered in more than one name or are not in the name of the actual owner, consult the "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for information on which TIN to report.

    The Issuer reserves the right in its sole discretion to take whatever steps are necessary to comply with the Issuer's obligation regarding backup withholding.

    9.  Validity of Tenders.  All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of Tendered Securities will be determined by the Issuer in its sole discretion, which determination will be final and binding. The Issuer reserves the right to reject any and all Outstanding Securities not validly tendered or any Outstanding Securities the Issuer's acceptance of which would, in the opinion of the Issuer or its counsel, be unlawful. The Issuer also reserves the right to waive any conditions of the Exchange Offer or defects or irregularities in tenders of Outstanding Securities as to any ineligibility of any holder who seeks to tender Outstanding Securities in the Exchange Offer. The interpretation of the terms and conditions of the Exchange Offer (including this Letter of Transmittal and the instructions hereto) by the Issuer shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Outstanding Securities must be cured within such time as the Issuer shall determine. Neither the Issuer, the Exchange Agent nor any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of Outstanding Securities, nor shall any of them incur any liability for failure to give such notification. Tenders of Outstanding Securities will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Outstanding Securities received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering holders, unless otherwise provided in this Letter of Transmittal, as soon as practicable following the Expiration Date.

    10.  Waiver of Conditions.  The Issuer reserves the absolute right to amend, waive or modify any of the conditions in the Exchange Offer in the case of any Tendered Securities.

    11.  No Conditional Tender.  No alternative, conditional, irregular, or contingent tender of Outstanding Securities or transmittal of this Letter of Transmittal will be accepted.

    12.  Mutilated, Lost, Stolen or Destroyed Outstanding Securities.  Any tendering Holder whose Outstanding Securities have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated herein for further instructions.

    13.  Requests for Assistance or Additional Copies.  Questions and requests for assistance and requests for additional copies of the Prospectus or this Letter of Transmittal may be directed to the Exchange Agent at the address indicated herein. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.

    14.  Acceptance of Tendered Securities and Issuance of New Securities; Return of Outstanding Securities.  Subject to the terms and conditions of the Exchange Offer, the Issuer will accept for exchange all validly tendered Outstanding Securities as soon as practicable after the Expiration Date and will issue New Securities therefor as soon as practicable thereafter. For purposes of the Exchange Offer, the Issuer shall be deemed to have accepted tendered Outstanding Securities when, as and if the Issuer has given written or oral notice (immediately followed in writing) thereof to the Exchange Agent. If any Tendered Securities are not exchanged pursuant to the Exchange Offer for any reason, such unexchanged Outstanding Securities will be returned, without expense, to the undersigned at the address shown in Box 1 or at a different address as may be indicated herein under "Special Delivery Instructions" (Box 3).

    15.  Withdrawal.  Tenders may be withdrawn only pursuant to the procedures set forth in the Prospectus under the caption "The Exchange Offer—Withdrawal of Tenders."

– 10 –

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INSTRUCTIONS TO LETTER OF TRANSMITTAL

EX-99.2

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INSTRUCTIONS

TO REGISTERED HOLDER AND/OR
BOOK-ENTRY TRANSFER FACILITY PARTICIPANT
FROM BENEFICIAL OWNER
OF

IMC GLOBAL INC.

In Respect of

Exchange Offer for

10.875% Senior Notes due 2008

and

11.250% Senior Notes due 2011

Pursuant to the Prospectus dated November 9, 2001

    To Registered Holder and/or Book Entry Transfer Facility Participant:

    The undersigned hereby acknowledges receipt of the Prospectus, dated November 9, 2001 (the "Prospectus") of IMC Global Inc., a Delaware corporation (the "Issuer"), and the accompanying Letter of Transmittal (the "Letter of Transmittal"), that together constitute the Issuer's offer (the "Exchange Offer"). Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus.

    This will instruct you, a registered holder and/or Book-Entry Transfer Participant, as to action to be taken by you relating to the Exchange Offer with respect to the $400,000,000 in aggregate principal amount of the 10.875% Senior Notes due 2008 (the "Outstanding Seven-Year Securities") and $300,000,000 in aggregate principal amount of the 11.250% Senior Notes due 2011 (the "Outstanding Ten-Year Securities," and together the Outstanding Seven-Year Securities, the "Outstanding Securities") held by you for the account of the undersigned.

    The aggregate principal amount of the Outstanding Securities held by you for the account of the undersigned is (fill in amount):

    $                   .

    With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

/ / TO TENDER Outstanding Securities held by you for the account of the undersigned in the aggregate principal amount of (fill in amount, if any):

    $                   .

/ / NOT TO TENDER any Outstanding Securities held by you for the account of the undersigned.

    If the undersigned instructs you to tender the Outstanding Securities held by you for the account of the undersigned, it is understood that you are authorized:

    (a) to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations that (i) the undersigned's principal residence is in the state of (fill in state)       , (ii) the undersigned is not participating, does not participate, and has no arrangement or understanding with any person to participate in the distribution of the New Securities, (iii) the New Securities to be acquired by the undersigned and any Beneficial Owner(s) in connection with the Exchange Offer are being acquired by the undersigned and any Beneficial Owner(s) in the ordinary course of business of the undersigned and any Beneficial Owner(s), (iv) the undersigned and each Beneficial Owner are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the New Securities, (v) except as otherwise disclosed in writing herewith, neither the undersigned nor any Beneficial Owner is an "affiliate," as defined in Rule 405 under the Securities Act, of the Issuer, (vi) that the undersigned is not a broker-dealer tendering securities directly acquired from the Issuer for its own account, and (vii) the undersigned and each Beneficial Owner acknowledge and agree that any person participating in the Exchange Offer with the intention or for the purpose of distributing the New Securities must comply with the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the "Securities Act"), in connection with a secondary resale of the New Securities acquired by such person and cannot rely on the position of the Staff of the Securities and Exchange Commission (the "Commission") set forth in the no-action letters that are discussed in the section of the Prospectus entitled "The Exchange Offer;"

    (b) to agree, on behalf of the undersigned, as set forth in the Letter of Transmittal; and

    (c) to take such other action as necessary under the Prospectus or the Letter of Transmittal to effect the valid tender of such Outstanding Securities.

SIGN HERE

    Name of beneficial owner(s): __________________________________________________

    Signature(s): _____________________________________________________________

    Name (please print): _______________________________________________________

    Address: ________________________________________________________________

                      ________________________________________________________________

                      ________________________________________________________________

    Telephone number: ________________________________________________________

    Taxpayer Identification or Social Security Number: _________________________________

    Date: ___________________________________________________________________

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INSTRUCTIONS

EX-99.3

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NOTICE OF GUARANTEED DELIVERY

IMC GLOBAL INC.

With Respect to
the Exchange Offer

Pursuant to the Prospectus Dated November 9, 2001

    This form must be used by a holder of the $400,000,000 in aggregate principal amount of the 10.875% Senior Notes due 2008 (the "Outstanding Seven-Year Securities") and $300,000,000 in aggregate principal amount of the 11.250% Senior Notes due 2011, (the "Outstanding Ten-Year Securities," and together the Outstanding Seven-Year Securities, the "Outstanding Securities") of IMC Global Inc., a Delaware corporation (the "Issuer"), who wishes to tender Outstanding Securities to the Exchange Agent pursuant to the guaranteed delivery procedures described in "The Exchange Offer—Guaranteed Delivery Procedures" of the Issuer's Prospectus, dated November 9, 2001 and in Instruction 2 to the related Letter of Transmittal. Any holder who wishes to tender Outstanding Securities pursuant to such guaranteed delivery procedures must ensure that the Exchange Agent receives this Notice of Guaranteed Delivery prior to the Expiration Date of the Exchange Offer. Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus or the Letter of Transmittal.

    THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 14, 2001 UNLESS EXTENDED (THE "EXPIRATION DATE").

THE BANK OF NEW YORK
(the "Principal Exchange Agent")

By Overnight Courier or
Registered/Certified Mail:
The Bank of New York
20 Broad Street
1 Lower Level
New York, New York 10286
Attention: Santino Ginocchiette Facsimile Transmission:
(914) 773-5036
Attention: Santino Ginocchiette

Confirm Receipt of Facsimile by Telephone:
(914) 773-5741

For Information Telephone:
(914) 773-5741 By Hand:
The Bank of New York
20 Broad Street
1 Lower Level
New York, New York 10286
Attention: Santino Ginocchiette

Delivery of this instrument to an address other than as set forth above will not constitute a valid delivery.

    This form is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an "Eligible Institution" under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

Ladies and Gentlemen:

    The undersigned hereby tenders to the Issuer, upon the terms and subject to the conditions set forth in the Prospectus and the related Letter of Transmittal, receipt of which is hereby acknowledged, the principal amount of Outstanding Securities set forth below pursuant to the guaranteed delivery procedures set forth in the Prospectus and in Instruction 2 of the related Letter of Transmittal.

    The undersigned hereby tenders the Outstanding Securities listed below:

Certificate Number(s) (if known) of Outstanding Securities
or Account Number at the Book-Entry Facility Aggregate Principal
Amount Represented Aggregate Principal
Amount Tendered

PLEASE SIGN AND COMPLETE

Signatures of Registered Holder(s) or Authorized Signatory:

                Date:                          , 2001                                              

Name(s) of Registered Holder(s):

Address:

Area Code and Telephone No.

2

    This Notice of Guaranteed Delivery must be signed by the Holder(s) exactly as their name(s) appear on certificates for Outstanding Securities or on a security position listing as the owner of Outstanding Securities, or by person(s) authorized to become holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information.

Please print name(s) and address(es)

Name(s):

Capacity:

Address(es):

GUARANTEE
(Not to be used for signature guarantee)

The undersigned, a firm which is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc., or is a commercial bank or trust company having an office or correspondent in the United States, or is otherwise an eligible guarantor institution within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, guarantees deposit with the Exchange Agent of the Letter of Transmittal (or facsimile thereof), together with the Outstanding Securities tendered hereby in proper form for transfer (or confirmation of the book-entry transfer of such Outstanding Securities into the Exchange Agent's account at the Book-Entry Transfer Facility described in the Prospectus under the caption The Exchange Offer and in the Letter of Transmittal) and any other required documents, all by 5:00 p.m., New York City time, on the third New York Stock Exchange trading day following the Expiration Date.

Name of firm:
Address:
(Include Zip Code)
Area Code and Tel. No.
(Authorized Signature)
Name:
(Please Print)
Title:
Dated:	, 2001

DO NOT SEND OUTSTANDING SECURITIES WITH THIS FORM. ACTUAL SURRENDER OF OUTSTANDING SECURITIES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, AN EXECUTED LETTER OF TRANSMITTAL.

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INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

    1.  Delivery of this Notice of Guaranteed Delivery.  A properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of Guaranteed Delivery must be received by the Exchange Agent at its address as set forth herein prior to the Expiration Date. The method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and sole risk of the holder, and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. As an alternative to delivery by mail, the holders may wish to consider using an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery. For a description of the guaranteed delivery procedures, see Instruction 2 of the related Letter of Transmittal.

    2.  Signatures on this Notice of Guaranteed Delivery.  If this Notice of Guaranteed Delivery is signed by the registered holder(s) of the Outstanding Securities referred to herein, the signature must correspond with the name(s) written on the face of the Outstanding Securities without alteration, enlargement, or any change whatsoever. If this Notice of Guaranteed Delivery is signed by the Trustee whose name appears on a security position listing as the owner of the Outstanding Securities, the signature must correspond with the name shown on the security position listing as the owner of the Outstanding Securities.

    If this Notice of Guaranteed Delivery is signed by a person other than the registered holder(s) of any Outstanding Securities listed or a participant of the Book-Entry Transfer Facility, this Notice of Guaranteed Delivery must be accompanied by appropriate bond powers, signed as the name of the registered holder(s) appears on the Outstanding Securities or signed as the name of the participant shown on the Book-Entry Transfer Facility's security position listing.

    If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or other person acting in a fiduciary or representative capacity, such person should so indicate when signing and submit with the Letter of Transmittal evidence satisfactory to the Issuer of such person's authority to so act.

    3.  Requests for Assistance or Additional Copies.  Questions and requests for assistance and requests for additional copies of the Prospectus may be directed to the Exchange Agent at the address specified in the Prospectus. Holders may also contact their broker, dealer, commercial bank, trust company, or other nominee for assistance concerning the Exchange Offer.

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INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY