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 Douglas A. Pertz, J. Bradford James 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, the Annual Report of the Company on Form 10-K for the fiscal year ended December 31, 2000 (the "Annual Report") under the Securities Exchange Act of 1934, as amended, and to execute and deliver any and all amendments to the Annual Report 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 unto such attorney 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 ____ day of March, 2001

______________________________
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 Douglas A. Pertz, J. Bradford James 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, the Annual Report of the Company on Form 10-K for the fiscal year ended December 31, 2000 (the "Annual Report") under the Securities Exchange Act of 1934, as amended, and to execute and deliver any and all amendments to the Annual Report 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 unto such attorney 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 ____ day of March, 2001

______________________________
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 Douglas A. Pertz, J. Bradford James 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, the Annual Report of the Company on Form 10-K for the fiscal year ended December 31, 2000 (the "Annual Report") under the Securities Exchange Act of 1934, as amended, and to execute and deliver any and all amendments to the Annual Report 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 unto such attorney 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 ____ day of March, 2001

______________________________
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 Douglas A. Pertz, J. Bradford James 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, the Annual Report of the Company on Form 10-K for the fiscal year ended December 31, 2000 (the "Annual Report") under the Securities Exchange Act of 1934, as amended, and to execute and deliver any and all amendments to the Annual Report 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 unto such attorney 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 ____ day of March, 2001

______________________________
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 Douglas A. Pertz, J. Bradford James 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, the Annual Report of the Company on Form 10-K for the fiscal year ended December 31, 2000 (the "Annual Report") under the Securities Exchange Act of 1934, as amended, and to execute and deliver any and all amendments to the Annual Report 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 unto such attorney 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 ____ day of March, 2001

______________________________
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 Douglas A. Pertz, J. Bradford James 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, the Annual Report of the Company on Form 10-K for the fiscal year ended December 31, 2000 (the "Annual Report") under the Securities Exchange Act of 1934, as amended, and to execute and deliver any and all amendments to the Annual Report 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 unto such attorney 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 ____ day of March, 2001

______________________________
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 Douglas A. Pertz, J. Bradford James 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, the Annual Report of the Company on Form 10-K for the fiscal year ended December 31, 2000 (the "Annual Report") under the Securities Exchange Act of 1934, as amended, and to execute and deliver any and all amendments to the Annual Report 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 unto such attorney 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 ____ day of March, 2001

______________________________
Richard L. Thomas

EX-23

EXHIBIT 23

 CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the following Registration Statements of IMC Global Inc. and in the related prospectuses 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. incorporated by reference in this Annual Report (Form 10-K) for the year ended December 31, 2000

Commission File No.
Form S-3	Form S-8
333-27287	333-00189
333-40377	333-00439
333-70797	333-22079
	333-22080
	333-38423
	333-40377
	333-40781
	333-40783
	333-56911
	333-59685
	333-59687
	333-70039
	333-70041

ERNST & YOUNG LLP
Chicago, Illinois
March 27, 2001

EX-10.III.(E)

EXHIBIT 10.iii.(e)

EMPLOYMENT AGREEMENT
(as amended and restated)

This Employment Agreement, as amended and restated ("Agreement"), is dated as of ____________, 2000 between Douglas A. Pertz (the "Executive") and IMC Global Inc., a Delaware corporation (the "Company").

WHEREAS, the Company desires to employ the Executive as its President and Chief Operating Officer and the Executive desires to accept such employment upon the conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the agreements and covenants contained herein, the sufficiency of which is acknowledged, the Executive and the Company hereby agree as follows:

ARTICLE I
Employment

.1. Term. The term of this Agreement (the "Term") shall commence on September 15, 1998 (the "Effective Date") and shall terminate on the third 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 third anniversary of the Effective Date or (ii) the Executive gives notice of his intent to terminate the Agreement at least three (3) months prior to the third 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 three (3) months prior to the expiration of the then current term .

.2. Position; Responsibilities. The Company shall employ the Executive as its President and Chief Operating Officer and, if elected, as a member of the Company's Board of Directors (the "Board" or the "Board of Directors"). The Executive shall have responsibility and authority for the management of the Company's business units and those departments of the Company so designated by the Board or the Chief Executive Officer of the Company. The Executive shall also perform other operating and administrative duties (consistent with the position of President and Chief Operating Officer) as the Executive may reasonably be expected to perform on behalf of the Company or as may from time to time be authorized or directed by the Board or its duly authorized designee. The Executive agrees to be employed by the Company in all such capacities subject to the covenants and conditions hereinafter set forth.

.3. Duties. During the Term of this Agreement, the Executive shall perform faithfully the duties assigned to him hereunder to the best of his abilities and devote his full and undivided business time and attention to the transaction of the Company's business and not engage in any other business activities except with the prior written approval of the Board or its duly authorized designee.

ARTICLE II
Compensation

.1. Base Salary. As compensation for his services hereunder, during employment the Company shall pay the Executive salary at the rate of $600,000 per year, less required or authorized deductions, payable in installments in accordance with the Company's normal payment schedule for senior management of the Company. The Executive's salary may be increased from time to time by the Board or its duly authorized designee in its sole discretion. The Executive's annual salary in effect from time to time under this Section 2.01 is hereinafter called his "Base Salary."

.2. Annual Bonus. During employment, the Company shall provide the Executive the opportunity to earn an annual bonus, pursuant to the Company's Management Incentive Compensation Program (the "MICP") or successor annual bonus plan as in effect from time to time, with an annual target bonus of at least 60% of the salary earned by the Executive for the year. With respect to the Executive's annual bonus for the Company's 1998 fiscal year, such bonus shall be at least equal to 60% of the salary earned by the Executive for such 1998 fiscal year. Nothing in this Section 2.02 shall be construed as limiting the Company's right to revise, amend or terminate the MICP or other annual bonus plan in effect.

.3. Long-Term Incentives. During employment, the Company shall provide the Executive the opportunity to earn long-term incentive awards under the Company's 1988 Stock Option and Award Plan, as amended (the "Stock Option Plan"), or successor long-term incentive plan or plans as in effect from time to time. The Executive's annual target award for stock options and/or other awards will be the number of shares required to keep the Executive's total compensation in line with the Company's stated philosophy for executive compensation. Nothing in this Section 2.03 shall be construed as limiting the Company's right to revise, amend or terminate any of the Company's Stock Option Plan or other long-term incentive plans.

.4. Retirement Benefits. Subject to Section 2.09, the Company shall provide the Executive with participation in the Company's Profit Sharing and Savings Plan, 1998 Restoration Plan and 1998 Supplemental Executive Retirement Plan or successor qualified and nonqualified retirement plans in effect from time to time and provided by the Company to senior executive officers, subject to the participation and eligibility requirements of such plans.

.5. Initial Stock Option Awards. The Company will provide the Executive with an option to purchase 320,000 shares of common stock of the Company at a price of $18.1875 per share. Such option shall vest in annual increments of one-third over the three year period commencing on the Executive's date of hire and shall have a ten year term. In addition, the Company will provide the Executive with an option to purchase 180,000 shares of common stock of the Company at the aforementioned price per share. Such option to purchase 180,000 shares shall have a ten year term and shall vest in full on the fifth anniversary of the date of grant or, if earlier, in increments of one-third with the first third vesting on the date on which the fair market value of the Company's common stock is at least equal to $30.00 per share, the second third vesting on the date on which the fair market value of the Company's common stock is at least equal to $35.00 per share and the final third vesting on the date on which the fair market value of the Company's common stock is at least equal to $40.00 per share; provided, however, that no portion of such option to purchase 180,000 shares shall be exercisable prior to the first anniversary of the date of grant and not more than 50% of the total number of shares subject to the Executive's option may be exercised by the Executive during the one-year period beginning on the first anniversary of the date of grant, as provided under the Company's 1988 Stock Option and Award Plan. The terms and conditions of such options shall be governed by the Executive's individual stock option award agreements and the Company's 1988 Stock Option and Award Plan, as amended from time to time.

.6. Other Employee Benefits. Subject to Section 2.09, during employment, the Executive shall be entitled to participate in all employee benefit plans, including, without limitation, group medical, dental, short and long-term disability and life insurance. The Executive shall also receive four weeks vacation and all other fringe benefits as are from time to time made available generally to the senior management of the Company. The Executive's participation shall be in accordance with the terms and conditions of the various plans, programs and policies, and as they are modified from time to time.

.7. Perquisites. During employment, the Company also shall pay or reimburse the Executive for (I) a country club membership up to a maximum of $50,000 for the initiation fee and $500 per month in dues; (ii) his reasonable expenses up to a maximum of $7,500 per calendar year for financial, tax, and estate planning advice provided by the Ayco Company, L.P. or such other advisor chosen by the Executive; (iii) the cost of his annual medical examination; (iv) the purchase price of the automobile leased by him as of the Effective Date of this Agreement; and (v) his legal fees incurred in preparing this Agreement. Subject to Section 2.09, the Company shall provide to the Executive all perquisites to which other senior executive officers of the Company generally are entitled to receive and such other perquisites as the Board or the Board's designee deems appropriate.

.8. Expense Reimbursements. The Company shall reimburse the Executive for all proper expenses incurred by him in the performance of his duties hereunder in accordance with the policies and procedures established by the Board.

.9. Right to Change Plans. By reason of Sections 2.04 through 2.08, the Company shall not be obligated to institute, maintain, or refrain from changing, amending or discontinuing any benefit plan, program, policy or any perquisite, so long as such changes are similarly applicable to other senior executive officers of the Company.

ARTICLE III
Termination of Employment

.1. Termination. The Executive's employment may be terminated as follows. Regardless of the reason for the termination of employment or by whom initiated, the Executive remains obligated under the provisions of Article IV of this Agreement. Upon termination for any reason, the Executive or his estate shall receive payment for any accrued but unpaid Base Salary under Section 2.01, vacation or bonus and any unreimbursed expenses under Section 2.08. He shall also receive benefits under those plans described in Sections 2.03, 2.04 and 2.05 as determined in accordance with the terms of the applicable plan and any applicable award agreement. Unless otherwise stated in this Agreement or in any applicable benefit plans, the Executive shall have no right to salary, bonus or benefits after employment is terminated and the Company shall have no further obligations to the Executive.

(a) Death: The Executive's employment will terminate upon the Executive's death.

(b) Inability to Perform: The Company may terminate the Executive's employment upon the Executive's incapacity or inability to perform his essential duties and responsibilities, with or without reasonable accommodation, for ninety (90) calendar consecutive days or periods aggregating ninety (90) calendar days in any twelve (12)-month period because of an impairment of the Executive's physical or mental health. Upon such termination, the Executive shall continue to receive his Base Salary from the date of termination until the earlier of: (I) the end of the Term of the Agreement, (ii) the Executive's eligibility for retirement benefits under any Company retirement plans, or (iii) the Executive's death. Such payments shall be made in accordance with the Company's regular payroll procedures and shall be reduced by any amounts received by the Executive pursuant to any insurance policy, plan or other employee benefit provided to the Executive by the Company.

c) For Cause: The Company may terminate the Executive's employment for Cause immediately if, in the Company's reasonable determination, the Executive (I) "grossly neglects" his duties; (ii) engages in "misconduct"; or (iii) breaches a material provision of this Agreement including but not limited to Article IV. "Gross neglect" means the failure to perform the functions of the Executive's job or the failure to carry out the Board's reasonable directions with respect to material duties after the Executive is notified by the Board that the Executive is failing to perform these functions or failing to carry out the reasonable directions of the Board. Such notice shall specify the functions or directions that the Executive is failing to perform and what steps need to be taken to cure and shall set forth the reasonable time frame, which shall be at a minimum forty-five (45) days, within which to cure. If Executive fails to cure within the time frame the Company may terminate Executive's employment by giving him thirty (30) days notice or pay in lieu thereof. "Misconduct" means: embezzlement or misappropriation of corporate funds, or other acts of fraud, dishonesty, or self-dealing provided, however, that Executive shall be given notice and an opportunity within the next forty-five (45) days to explain his position and actions to the Company, which shall then make a final decision; any significant violation of any statutory or common law duty of loyalty to the Company; conviction for a felony; or any significant violation of Company policy or any inappropriate workplace conduct that seriously disrupts or interferes with Company operations; provided, however, that if the policy violation or inappropriate conduct can be cured, then the Executive shall be given written notice of the policy violation or inappropriate conduct and a reasonable opportunity to cure, which shall be at a minimum forty-five (45) days. If the Executive fails to cure within this time frame, the Company may terminate Executive's employment by giving him thirty (30) days notice or pay in lieu thereof.

(d) By the Company: The Company may terminate the Executive's employment without cause or reason by giving the Executive written notice, which shall set forth the date of termination which shall be within ninety (90) days of the date of notice. During any notice period, the Executive shall cooperate fully with the Company in achieving a smooth transition of the Executive's duties and responsibilities to such person(s) as may be designated by the Company. Upon such termination and execution of a general release of all claims against the Company and other related entities or persons, and upon the expiration of any applicable revocation period and upon Executive's resignation from all positions, including but not limited to, as an officer or director of the Company or any of its subsidiaries or affiliates, the Executive shall be entitled to receive the following "Severance Benefits":

1. An amount equal to three times the Executive's then current Base Salary, payable in accordance with regular payroll procedures of the Company;

2. An amount equal to three times the highest annual bonus earned under the Company's Management Incentive Compensation Program, or successor annual bonus plan in effect from time to time, during the three consecutive complete bonus years immediately preceding the date on which the Executive's termination of employment occurs; provided, however, that in the event the Executive's employment is terminated prior to December 31, 2001, any prorated annual bonus received by the Executive shall be annualized and the bonus years in which the Executive's employment commences or terminates shall be deemed to be "complete bonus years" for purposes of determining the highest annual bonus earned by the Executive during the three consecutive complete bonus years immediately preceding the date on which the Executive's termination of employment occurs;

3. An amount equal to three times the highest annual award earned under the Company's 1996 Long-Term Incentive Plan, or successor long-term incentive plan in effect from time to time, during the three consecutive complete LTIP years immediately preceding the date on which the Executive's termination of employment occurs; provided, however, that in the event the Executive's employment is terminated prior to December 31, 2001, any prorated long-term incentive plan award received by the Executive shall be annualized and the LTIP years in which the Executive's employment commences or terminates shall be deemed to be "complete bonus years" for purposes of determining the highest annual long-term incentive award earned by the Executive during the three consecutive complete LTIP years immediately preceding the date on which the Executive's termination of employment occurs. Notwithstanding the foregoing, with the Company's elimination of the Company's 1996 Long-Term Incentive Plan in 2000, it is hereby agreed and understood by the parties hereto that the highest actual LTIP award received by the Executive was for 1998 when annualized, and as such, the 1998 award shall be used for purposes of calculating any payment under this Section 3.01(d)(3);

4. The Company shall continue coverage under its medical and dental plans and the Executive will continue to pay employee contributions for such coverage as if an active employee until the earlier of: (I) the expiration of the three (3) year period following the date of termination and (ii) the date on which the Executive obtains such benefits pursuant to a subsequent employer's benefit plan. Such continued coverage shall count as continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA");

5. The Company shall continue the Executive's coverage under its life and disability insurance policies until the earlier of (I) the expiration of the three (3) year period following the date of termination and (ii) the date on which the Executive becomes eligible to participate in and receive similar benefits under a plan or arrangement sponsored by another employer or under any Company sponsored retirement plan. Participation shall be on the same terms and conditions as are applicable to active employees;

6. All restrictions on any outstanding stock options and the Executive's other awards (including restricted stock awards) under the Company's 1988 Stock Option and Award Plan, as amended, or any successor plan, shall lapse and all such stock options and other awards shall become fully (100%) vested immediately and the Executive or his permitted designee thereunder may exercise such stock options within two years after the date of the Executive's termination of employment (but not after the expiration of ten (10) years from the date of grant);

7. The Executive's account balance under the Company's 1998 Supplemental Executive Retirement Plan or successor supplemental retirement plan in effect shall become fully vested as of the date of the Executive's termination of employment;

8. The Company shall pay the Executive for any and all unused and accrued vacation as of the date of the Executive's termination of employment; and

9. The Company shall provide the Executive with outplacement services, provided that the Executive avails himself to such services within ninety (90) days following the Executive's termination of employment, for a period of one (1) year or, if earlier, until the date on which the Executive obtains subsequent employment. Such outplacement services shall be provided through an outplacement firm that is mutually agreed upon by the parties.

Severance Benefits shall be subject to all applicable federal, state and local deductions and withholdings. At the option of the Company, the present value of the Severance Benefits or balance thereof due to the Executive under paragraphs 3.01(d)(1), (2) or (3), determined pursuant to section 280G(d)(4) of the Internal Revenue Code, may be paid in a lump sum; provided, however, that in the event a Change in Control (as defined in Article V herein) of the Company occurs while the Executive is receiving Severance Benefits, a lump sum payment equal to the sum of the remaining amounts due under Sections 3.01(d)(1), (2) and (3) shall be paid to the Executive within thirty (30) days of such Change in Control. The Company's obligation to continue Severance Benefits shall, subject to the rights of any "qualified beneficiary" under COBRA, cease immediately if: (I) the Executive has not satisfied his reasonable obligations to cooperate fully with a smooth transition; or (ii) the Company has grounds to terminate the Executive's employment immediately as specified above in Section 3.01 (c)(iii). In the event the Executive dies before all Severance Benefits are paid to him, the remaining amounts due to him as of the date of his death under Sections 3.01(d)(1), (2) and (3) shall be reduced by the proceeds the Executive's estate receives under any life insurance policy with respect to which the premiums are paid by the Company. The Executive understands and acknowledges that the Severance Benefits constitute his sole benefits upon termination.

.2. Termination for Good Reason. If the Executive reasonably believes he has "Good Reason," as defined herein, to terminate employment, he must give the Board written notice which sets forth in reasonable detail the facts and circumstances claimed to provide a basis for such termination and a reasonable opportunity to cure, which shall be at a minimum forty-five (45) days. If the Board fails to cure the Good Reason within such reasonable time, the Executive may terminate employment by giving the Board thirty (30) days written notice of his intention to terminate this Agreement. "Good Reason" means: (I) the permanent assignment of the Executive without his consent to duties inconsistent with the Executive's authorities, duties, responsibilities, provided, however, that an assignment of duties due to the Executive's incapacity, temporary or otherwise, as determined by the Board or its duly authorized designee, shall not trigger the Executive's right to terminate for Good Reason; (ii) the failure to promote the Executive to the position of Chief Executive Officer of the Company on or before January 1, 2000 and/or to promote the Executive to the position of Chairman of the Board of Directors of the Company on or before November 1, 2000; (iii) the failure to elect the Executive as a member of the Board of Directors of the Company on or before the next regularly scheduled meeting of the Board of Directors of the Company following the Effective Date of this Agreement or to retain the Executive as a member of the Board of Directors of the Company; or (iv) a change, without the Executive's consent, in the Executive's primary employment location to a location that is more than 50 miles from the primary location of the Executive's employment as in effect immediately prior to the Effective Date. Upon such termination and execution of a general release of all claims against the Company and other related entities and persons, and upon the expiration of any applicable revocation period, the Executive shall receive the Severance Benefits provided in Section 3.01(d) herein, subject to the terms, conditions and limitations stated therein.

.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, 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."

ARTICLE IV
Exclusivity of Services and Confidential/Proprietary Information

.1. Exclusivity of Services. Executive acknowledges that during his employment with the Company he has developed, acquired, and had access to and will develop, acquire and have access to trade secrets or other proprietary or confidential information belonging to the Company and that such information gives the Company a substantial business advantage over others who do not have such information. Accordingly, the Executive agrees to the following obligations that he acknowledges to be reasonably designed to protect the Company's legitimate business interests without unnecessarily or unreasonably restricting his post-employment opportunities:

(a) during employment and for the period during which the Executive is receiving Severance Benefits under Section 3.01, 3.02, or 3.03 he will not engage or assist others in engaging in competition with the Company, directly or indirectly, whether as an employer, proprietor, partner, stockholder (other than the holder of less than 5% of the stock of a corporation the securities of which are traded on a national securities exchange or in the over-the-counter market), director, officer, employee, consultant, agent, or otherwise, in the business of producing and distributing potash, phosphate, animal feed ingredients or salt or any other significant business in which the Company is engaged or is preparing to engage in at the time of termination;

(b) during employment and for the period during which the Executive is receiving Severance Benefits under Section 3.01, 3.02, or 3.03 he will not solicit, in competition with the Company, directly or indirectly, any person who is a client, customer or prospect (as such terms are defined below) (including, without limitation, purchasers of the Company's products) for the purpose of performing services and/or providing goods and services of the kind performed and/or provided by the Company in the business of producing and distributing potash, phosphate, animal feed ingredients or salt or any other significant business in which the Company is engaged or is preparing to engage in at the time of termination;

(c) during employment and for the period during which the Executive is receiving Severance Benefits under Section 3.01, 3.02, or 3.03 he will not induce or persuade or attempt to induce or persuade any employee or agent of the Company to terminate his or her employment, agency, or other relationship with the Company in order to enter into any employment agency or other relationship in competition with the Company;

(d) the covenants contained in this Article IV(a) shall apply within any jurisdiction of North America, it being understood that the geographic scope of the business and strategic plans of the Company extend throughout North America and are not limited to any particular region thereof and that such business may be engaged in effectively from any location in such area; and

(e) as used herein, the terms "client," "customer" and "prospect" shall be defined as any client, customer or prospect of any business in which the Company is or has been substantially engaged within the one year period prior to the Executive's termination of employment (a) to which or to whom the Executive submitted or assisted in the submission of a presentation or proposal of any kind on behalf of the Company; (b) with which or with whom the Executive had substantial contact relating to the business of the Company; or (c) about which or about whom the Executive acquired substantial confidential or other information as a result of or in connection with the Executive's employment, at any time during the one year period preceding the Executive's termination of employment for any reason.

Notwithstanding the foregoing, if the Company consents in writing, it shall not be a violation of this Article IV(a) for the Executive to engage in conduct otherwise prohibited by this Section.

.2. Confidential/Proprietary Information. The Executive agrees that he will not at any time during employment or thereafter for the longest time permitted by applicable law, use, disclose, or take any action which may result in the use or disclosure of any trade secrets or other proprietary or confidential information of the Company, except to the extent that the Company may specifically authorize in writing. This obligation shall not apply when and to the extent that any trade secret, proprietary or confidential information of the Company becomes publicly available other than due to the Executive's act or omission. In connection with this Article IV, the Executive has executed and shall abide by the terms of the separate agreement attached hereto as Exhibit A.

.3. Return of Company Property. The Executive agrees that upon termination of his employment he will immediately surrender and return to the Company all records and other documents obtained by him, entrusted to him, or otherwise in his possession or control during the course of his employment by the Company, together with all copies thereof; provided, however, that subject to Company review and authorization, the Executive may retain copies of such documents as necessary for the Executive's personal records for federal income tax purposes.

.4. Remedies. (a) The Executive acknowledges that his breach of this Article IV will result in immediate and irreparable harm to the Company's business interests, for which damages cannot be calculated easily and for which damages are an inadequate full remedy. Accordingly, and without limiting the right of the Company to pursue all other legal or equitable remedies available for the violation by the Executive of the covenants contained in this Article IV, it is expressly agreed that remedies other than injunctive relief cannot fully compensate the Company for the irreparable injury that the Company could suffer due to any such violation, threatened violation or continuing violation and that the Company shall be entitled to injunctive relief, without the necessity of proving actual monetary loss, to prevent any such violation, threatened violation or continuing violation thereof.

(b) The Executive acknowledges that the provisions contained in this Article IV are reasonable and necessary because of the substantial harm that would be caused to the Company by the Executive engaging in any of the activities prohibited or restricted herein. Nevertheless, it is the intent and understanding of each party hereto that if, in any action before any court, agency or other tribunal legally empowered to enforce the covenants contained in this Article IV, any term, restriction, covenant or promise contained therein is found to be unenforceable due to unreasonableness or due to any other reason, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agency.

ARTICLE V
Change in Control

.1. Effective Date. For purposes of this Article V, the term "Effective Date" shall mean the date on which a Change in Control of the Company (as defined in Section 5.10) occurs. If there is a Change in Control this Article shall become effective and this Article shall govern the terms and conditions of the Executive's employment after the Change in Control and the termination thereof on or after the date which is ninety (90) days before the Effective Date and not the provisions of Articles I, II, III and IV of this Agreement.

.2. Right to Change in Control Severance Payments and Benefits. The Executive shall be entitled to receive from the Company Change in Control Severance Payments and Benefits as described in Section 5.07 herein, if during the term of this Agreement there has been a Change in Control of the Company and there is a Termination (as defined in Section 5.06) prior to the expiration of the Employment Term (as defined in Section 5.03).

.3. Employment Term. For purposes of this Article V, the term "Employment Term" shall mean the period commencing on the Effective Date of this Article V and ending on the earlier to occur of (a) the last day of the month in which occurs the third anniversary of the Effective Date of this Article V or (b) the last day of the month in which the Executive attains mandatory retirement age pursuant to the terms of a mandatory retirement plan of the Company as such were in effect and applicable to the Executive immediately prior to the Effective Date of this Article V.

.4. Employment. The Company hereby agrees to continue the Executive in its employ, and the Executive hereby agrees to remain in the employ of the Company, until the expiration of the Employment Term. During the Employment Term, the Executive shall exercise such position and authority and perform such responsibilities as are commensurate with the position and authority being exercised and duties being performed by the Executive immediately prior to the Effective Date of this Article V, which services shall be performed at the location where the Executive was employed immediately prior to the Effective Date of this Article V or at such other location as the Company may reasonably require; provided, that the Executive shall not be required to accept another location that he deems unreasonable in the light of his personal circumstances.

.5. Compensation and Benefits. During the Employment Term, the Executive shall receive the following compensation and benefits:

(a) He shall receive an annual base salary which is not less than his Base Salary immediately prior to the Effective Date of this Article V, with the opportunity for increases, from time to time thereafter, which are in accordance with the Company's regular executive compensation practices.

(b) He shall be eligible to participate on a reasonable basis, and to continue his existing participation, in annual incentive, stock option, restricted stock, long-term incentive performance and any other compensation plan which provides opportunities to receive compensation in addition to his Base Salary which is the greater of (i) the opportunities provided by the Company for executives with comparable duties or (ii) the opportunities under any such plans in which he was participating immediately prior to the Effective Date of this Article V.

(c) He shall be entitled to receive and participate in salaried employee benefits (including, but not limited to, medical, life and accident insurance, stock ownership and disability benefits) and perquisites which are the greater of (i) the employee benefits and perquisites provided by the Company to executives with comparable duties or (ii) the employee benefits and perquisites to which he was entitled or in which he participated immediately prior to the Effective Date of this Article V.

(d) He shall be entitled to continue to accrue credited service for retirement benefits and to be entitled to receive retirement benefits under and pursuant to the terms of the Company's qualified retirement plan for salaried employees, the Company's supplemental executive retirement plan, and any successor or other retirement plan or agreement in effect on the Effective Date of this Article V in respect of his retirement, whether or not a qualified plan or agreement, so that his aggregate monthly retirement benefit from all such plans and agreements (regardless when he begins to receive such benefit) will be not less than it would be had all such plans and agreements in effect immediately prior to the Effective Date of this Article V continued to be in effect without change until and after he begins to receive such benefit.

.6. Termination. The term "Termination" shall mean termination, on or after the date which is ninety (90) days before the Effective date and prior to the expiration of the Employment Term, of the employment of the Executive with the Company for any reason other than death, disability (as described below), cause (as described below), or voluntary resignation (as described below).

(a) The term "disability" means physical or mental incapacity qualifying the Executive for long-term disability under the Company's long-term disability plan.

(b) The term "cause" means (i) the willful and continued failure of the Executive substantially to perform his duties with the Company (other than any failure due to physical or mental incapacity) after a demand for substantial performance is delivered to him by the Board of Directors which specifically identifies the manner in which the Board believes he has not substantially performed his duties or (ii) willful misconduct materially and demonstrably injurious to the Company. No act or failure to act by the Executive shall be considered "willful" unless done or omitted to be done by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. The unwillingness of the Executive to accept any or all of a change in the nature or scope of his position, authorities or duties, a reduction in his total compensation or benefits, a relocation that he deems unreasonable in light of his personal circumstances, or other action by or request of the Company in respect of his position, authority or responsibility that he reasonably deems to be contrary to this Agreement, may not be considered by the Board of Directors to be a failure to perform or misconduct by the Executive. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for cause for purposes of this Article V unless and until there shall have been delivered to him a copy of a resolution, duly adopted by a vote of three-quarters of the entire Board of Directors of the Company at a meeting of the Board called and held (after reasonable notice to the Executive and an opportunity for the Executive and his counsel to be heard before the Board) for the purpose of considering whether the Executive has been guilty of such a willful failure to perform or such willful misconduct as justifies termination for cause hereunder, finding that in the good faith opinion of the Board the Executive has been guilty thereof and specifying the particulars thereof.

(c) The resignation of the Executive shall be deemed "voluntary" if it is for any reason other than one or more of the following:

(i) The Executive's resignation or retirement (other than mandatory retirement, as aforesaid) is requested by the Company other than for cause;

(ii) Any significant change in the nature or scope of the Executive's position, authorities or duties from those described in Sections 1.02 and 1.03 of this Agreement;

(iii) Any reduction in his total compensation or benefits from that provided in Section 5.04;

(iv) The breach by the Company of any other provision of this Article V; or

(v) The reasonable determination by the Executive that, as a result of a Change in Control of the Company and a change in circumstances in his position, he is unable to exercise the authorities and responsibility attached to his position and contemplated by Sections 1.02 and 1.03 of this Agreement.

(d) Termination that entitles the Executive to the payments and benefits provided in Section 5.07 shall not be deemed or treated by the Company as the termination of the Executive's employment or the forfeiture of his participation, award or eligibility for the purpose of any plan, practice or agreement of the Company referred to in Section 5.05.

.7. Change in Control Severance Payments and Benefits. In the event of and within thirty (30) days following Termination, the Executive shall receive from the Company the following payments and benefits (collectively, "Change in Control Severance Payments and Benefits"):

(a) His Base Salary and all other benefits due him as if he had remained an employee pursuant to this Article V through the remainder of the month in which Termination occurs, less applicable withholding taxes and other authorized payroll deductions;

(b) The amount equal to the target award for the Executive under the Company's annual bonus plan for the fiscal year in which Termination occurs, reduced pro rata for that portion of the fiscal year not completed as of the end of the month in which Termination occurs; provided, that if the Executive has deferred his award for such year under the plan, the payment due the Executive under this Paragraph (b) shall be paid in accordance with the terms of the deferral;

(c) A lump sum severance allowance in an amount which is equal to the sum of the amounts determined in accordance with the following subparagraphs (i), (ii) and (iii):

(i) an amount equivalent to three times the Executive's Base Salary at the rate in effect immediately prior to Termination;

(ii) an amount equal to three times the highest annual bonus earned under the Company's Management Incentive Compensation Program, or successor annual bonus plan in effect from time to time, during the three consecutive complete bonus years immediately preceding the date on which the Executive's termination of employment occurs; provided, however, that in the event the Executive's employment is terminated prior to December 31, 2001, any prorated annual bonus received by the Executive shall be annualized and the bonus years in which the Executive's employment commences or terminates shall be deemed to be "complete bonus years" for purposes of determining the highest annual bonus earned by the Executive during the three consecutive complete bonus years immediately preceding the date on which the Executive's termination of employment occurs; and

(iii) an amount equal to three times the highest annual award earned under the Company's 1996 Long-Term Incentive Plan, or successor long-term incentive plan in effect from time to time, during the three consecutive complete LTIP years immediately preceding the date on which the Executive's termination of employment occurs; provided, however, that in the event the Executive's employment is terminated prior to December 31, 2001, any prorated long-term incentive plan award received by the Executive shall be annualized and the LTIP years in which the Executive's employment commences or terminates shall be deemed to be "complete bonus years" for purposes of determining the highest annual long-term incentive award earned by the Executive during the three consecutive complete LTIP years immediately preceding the date on which the Executive's termination of employment occurs. Notwithstanding the foregoing, with the Company's elimination of the Company's 1996 Long-Term Incentive Plan in 2000, it is hereby agreed and understood by the parties hereto that the highest actual LTIP award received by the Executive was for 1998 when annualized, and as such, the 1998 award shall be used for purposes of calculating any payment under this Section 5.07(c)(iii);

(d) The Company shall continue coverage under its medical and dental plans and the Executive will continue to pay employee contributions for such coverage as if an active employee until the earlier of: (i) the expiration of the three (3) year period following Termination and (ii) the date on which the Executive obtains such benefits pursuant to a subsequent employer's benefit plan. Such continued coverage shall count as continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA");

The Company also shall continue the Executive's coverage under its life and disability insurance policies until the earlier of (i) the expiration of the three (3) year period following Termination and (ii) the date on which the Executive becomes eligible to participate in and receive similar benefits under a plan or arrangement sponsored by another employer or under any Company sponsored retirement plan. Participation shall be on the same terms and conditions as are applicable to active employees;

(e) The Executive's account balance under the Company's 1998 Supplemental Executive Retirement Plan or successor supplemental retirement plan in effect shall become fully vested upon the Executive's Termination. In addition, if, as of the Executive's Termination, the Executive is not fully vested in the Executive's account balance under the Company's Profit Sharing and Savings Plan or successor retirement plan in effect, the Company shall pay to the Executive a lump sum cash amount equal to value of the unvested portion of such account balance;

(f) The Company shall pay the Executive a lump sum cash amount equal to the sum of the following:

(i) An amount equal to the contribution that would have been made on behalf of the Executive to the Company's 1998 Supplemental Executive Retirement Plan or successor supplemental retirement plan in effect for the year in which Termination occurs, reduced pro rata for that portion of such year not completed by the Executive as of the end of the month in which Termination occurs;

(ii) An amount equal to the profit sharing and matching contributions that would have been made on behalf of the Executive to the Company's Profit Sharing and Savings Plan for the year in which Termination occurs, reduced pro rata for that portion of such year not completed by the Executive as of the end of the month in which Termination occurs; and

(iii) An amount equal to the profit sharing and matching contributions that would have been made on behalf of the Executive to the Company's 1998 Restoration Plan for the year in which Termination occurs, reduced pro rata for that portion of such year not completed by the Executive as of the end of the month in which Termination occurs;

(g) The Company shall pay the Executive for any and all unused and accrued vacation as of Termination;

(h) The Company shall provide the Executive with outplacement services, provided that the Executive avails himself to such services within 90 days following Termination, for a period of one (1) year or, if earlier, until the date on which the Executive obtains subsequent employment. Such outplacement services shall be provided through an outplacement firm that is mutually agreed upon by the parties; and

(i) The Company shall continue to provide the Executive with those perquisites set forth in Section 2.07 of this Agreement, as well as any and all additional perquisites provided by the Company to the Executive immediately prior to Termination, for the three (3) year period following Termination.

.8. Outstanding Awards. All restrictions on any outstanding stock options and the Executive's other awards (including restricted stock awards) under the Company's 1988 Stock Option and Award Plan, as amended, or any successor plan, shall lapse and all such stock options and other awards shall become fully (100%) vested immediately and the Executive or his permitted designee thereunder may exercise such stock options within three (3) years after Termination ( but not after the expiration of ten (10) years from the date of grant).

.9. Non-Competition and Confidentiality. The Executive agrees that: (a) For the three (3) year period following Termination, the Executive will not engage or assist others in engaging in competition with the Company and its subsidiaries, directly or indirectly, whether as an employer, proprietor, partner, stockholder (other than the holder of less than 5% of the stock of a corporation the securities of which are traded on a national securities exchange or in the over-the-counter market), director, officer, employee, consultant, agent, or otherwise, in the business of producing and distributing potash, phosphate, animal feed ingredients or salt or any other significant business in which the Company is engaged or is preparing to engage in as of the Effective Date of this Section 5;

(b) There shall be no obligation on the part of the Company to provide any further Change in Control Severance Payments and Benefits (other than payments or benefits already earned or accrued) described in Section 5.07 if, when and so long as: (i) the Executive breaches Section 5.09(a) hereof and (ii) such breach is likely to cause serious damage to the Company or any of its subsidiaries; and

(c) During and after the Employment Term, he will not divulge or appropriate to his own use or the use of others any secret or confidential information pertaining to the businesses of the Company or any of its subsidiaries obtained during his employment by the Company, it being understood that this obligation shall not apply when and to the extent any of such information becomes publicly known or available other than because of his act or omission.

(d) Notwithstanding the foregoing, if the Company consents in writing, it shall not be a breach of this Section 5.09 for the Executive to engage in conduct otherwise prohibited by this Section.

.10. Definition of "Change in Control". "Change in Control" of the Company means, and shall be deemed to have occurred upon, the first to occur of any of the following events:

(a) the acquisition by any individual, entity or group (a "Person"), including any "person" within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act, of 20% or more of either (i) the then outstanding shares of common stock of the Company (the "Outstanding Common Stock") or (ii) the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors (the "Outstanding Voting Securities"); excluding, however, the following: (A) any acquisition directly from the Company (excluding any acquisition resulting from the exercise of an exercise, conversion or exchange privilege unless the security being so exercised, converted or exchanged was acquired directly from the Company), (B) any acquisition by the Company, (c) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (D) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (c) of this Section 5.10 ;

(b) individuals who, as of the effective date of this Article V, constitute the Board of Directors (the "Incumbent Board") cease for any reason to constitute at least a majority of such Board; provided, that any individual who becomes a director of the Company subsequent to the effective date of this Article V, whose election, or nomination for election by the Company's stockholders, was approved by the vote of at least a majority of the directors then comprising the Incumbent Board shall be deemed a member of the Incumbent Board; and provided further, that any individual who was initially elected as a director of the Company as a result of an actual or threatened election contest, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act, or any other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board shall not be deemed a member of the Incumbent Board;

(c) approval by the stockholders of the Company of a reorganization, merger or consolidation of the Company or sale or other disposition of all or substantially all of the assets of the Company (a "Corporate Transaction"); excluding, however, a Corporate Transaction pursuant to which (i) all or substantially all of the individuals or entities who are the beneficial owners, respectively, of the Outstanding Common Stock and the Outstanding Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 60% of, respectively, the outstanding shares of common stock, and the combined voting power of the outstanding securities of such corporation entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or indirectly) in substantially the same proportions relative to each other as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Common Stock and the Outstanding Voting Securities, as the case may be, (ii) no Person (other than: the Company; any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; the corporation resulting from such Corporate Transaction; and any Person which beneficially owned, immediately prior to such Corporate Transaction, directly or indirectly, 25% or more of the Outstanding Common Stock or the Outstanding Voting Securities, as the case may be) will beneficially own, directly or indirectly, 25% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding securities of such corporation entitled to vote generally in the election of directors and (iii) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or

(d) the consummation of a plan of complete liquidation or dissolution of the Company.

.11. Excise Tax Payments. Notwithstanding anything contained in this Agreement to the contrary, in the event that any payment (within the meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended, and any regulations promulgated or proposed thereunder (the "Code")), or distribution to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with the Company (a "Payment" or "Payments"), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

(b) An initial determination shall be made as to whether a Gross-Up Payment is required pursuant to this Section 5.11 and the amount of such Gross-Up Payment shall be made by the Company's accounting firm (the "Accounting Firm"). In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Executive shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees, costs and expenses (including, but not limited to, the cost of retaining experts) of the Accounting Firm shall be borne by the Company and the Company shall pay such fees, costs and expenses as they become due. The Accounting Firm shall provide detailed supporting calculations, acceptable to the Executive, both to the Company and the Executive within fifteen (15) business days of the Termination Date, if applicable, or such other time as requested by the Company or by the Executive (provided the Executive reasonably believes that any of the Payments may be subject to the Excise Tax). The Gross-Up Payment, if any, as determined pursuant to this Section 5.11(b) shall be paid by the Company to the Executive within five (5) business days of the Company's receipt of the Accounting Firm's determination. The Accounting Firm shall furnish the Executive with an unqualified opinion that no Excise Tax will be imposed with respect to any such Payment or Payments, or that the amount of the Excise Tax due is correct. Any such initial determination by the Accounting Firm of the Gross-Up Payment shall be binding upon the Company and the Executive subject to the application of Section 5.11(c).

(c) As a result of the uncertainty in the application of Section 4999 and 280G of the Code, it is possible that a Gross-Up Payment (or a portion thereof) will be paid which should not have been paid (an "Overpayment") or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an "Underpayment"). An Underpayment shall be deemed to have occurred upon notice (formal or informal) to the Executive from any governmental taxing authority that the tax liability of the Executive (whether in respect of the then current taxable year of the Executive or in respect of any prior taxable year of the Executive) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company has failed to make a sufficient Gross-Up Payment. An Overpayment shall be deemed to have occurred upon a "Final Determination" (as hereinafter defined) that the Excise Tax shall not be imposed upon all or any portion of any Payment or Payments with respect to which the Executive had previously received a Gross-Up Payment. A Final Determination shall be deemed to have occurred when the Executive has received from the applicable governmental taxing authority a refund of taxes or other reduction in his tax liability and upon either (i) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority, or in the event that a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (ii) the statute of limitations with respect to the Executive's applicable tax return has expired. If an Underpayment occurs, the Executive shall promptly notify the Company and the Company shall pay to the Executive at least five (5) business days prior to the date on which the applicable governmental taxing authority has requested payment, an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties imposed on the Underpayment. If an Overpayment occurs, the Executive shall promptly pay to the Company the amount of such Overpayment (together with any interest paid or credited thereon after taxes applicable thereto).

(d) Notwithstanding anything contained in this Agreement to the contrary, in the event it is determined that an Excise Tax will be imposed on any Payment or Payments, the Company shall pay to the applicable governmental taxing authorities as Excise Tax withholding, the amount of the Excise Tax that the Company has actually withheld from the Payment or Payments.

ARTICLE VI
Miscellaneous

.1. Dispute Resolution. The Executive and the Company shall not initiate legal proceedings relating in any way to this Agreement or to the Executive's employment or termination from employment with the Company until thirty (30) days after the party against whom the claim is made ("respondent") receives written notice from the claiming party of the specific nature of any purported claims and the amount of any purported damages attributable to each such claim. The Executive and the Company further agree that if respondent submits the claiming party's claim to the CPR Institute for Dispute Resolution or JAMS/Endispute for nonbinding mediation prior to the expiration of such thirty (30) day period, the claiming party may not institute arbitration or other legal proceedings against respondent until the earlier of: (a) the completion of good-faith mediation efforts or (b) ninety (90) days after the date on which the respondent received written notice of the claimant's claim(s); provided, however, that nothing in this Section shall prohibit the Company from pursuing injunctive or other equitable relief against the Executive prior to, contemporaneous with, or subsequent to invoking or participating in these dispute resolution processes. The Company shall pay the cost of the mediator. In any subsequent litigation, including but not limited to arbitration proceedings, the prevailing party shall be awarded, in addition to any other relief awarded, his or its reasonable attorneys' fees.

.2. Notices. All notices, requests or other communications provided for in this Agreement shall be made, if to the Company, to the Senior Vice President, Human Resources, and if to the Executive, to Douglas A. Pertz. All notices, requests or other communications provided for in this Agreement shall be made in writing either (a) by personal delivery to the party entitled thereto, (b) by facsimile with confirmation of receipt, (c) by mailing in the United States mails or (d) by express courier service. The notice, request, or other communication shall be deemed to be received upon personal delivery, upon confirmation of receipt of facsimile transmission, or upon receipt by the party entitled thereto if by United States mail or express courier service; provided, however, that if a notice, request, or other communication is not received during regular business hours, it shall be deemed to be received on the next succeeding business day of the Company.

.3. Authority; No Conflict. The Executive represents and warrants to the Company that he has full right and authority to execute and deliver this Agreement and to comply with the terms and provisions hereof and that the execution and delivery of this Agreement and compliance with the terms and provisions hereof by the Executive will not conflict with or result in a breach of the terms, conditions or provisions of any agreement, restriction or obligation by which the Executive is bound.

.4. Assignment and Succession. This Agreement shall be binding upon and shall operate for the benefit of the parties hereto and their respective legal representatives, legatees, distributees, heirs, successors and assigns. The rights and obligations of the Company under this Agreement may be assigned to and shall inure to the benefit of and be binding upon its successors and assigns. The Executive acknowledges that the services he renders pursuant to this Agreement are unique and personal. Accordingly, the Executive may not delegate or assign any of his duties hereunder.

.5. Headings. The Article, Section, paragraph and subparagraph headings are for convenience of reference only and shall not define or limit the provisions hereof.

.6. Applicable Law. This Agreement shall at all times be governed by and construed, interpreted and enforced in accordance with the internal laws (as opposed to conflict of laws provisions) of the State of Illinois.

.7. Entire Agreement, Amendment, Waiver. This Agreement constitutes the entire agreement between the Company and the Executive with respect to the subject matter hereof. This Agreement supersedes any prior agreement made between the parties, including, but not limited to, the Executive's offer letter dated August 28, 1998. The parties may not amend this Agreement except by written instrument signed by both parties. No waiver by either party at any time of any breach by the other of any provision of this Agreement shall be deemed a waiver of similar or dissimilar provision at the same time or any prior or subsequent time.

.8. Severability. The provisions of this Agreement shall be regarded as durable, and if any provision or portion thereof is declared invalid or unenforceable by a court of competent jurisdiction, the validity and enforceability of the remainder and applicability thereof shall not be affected.

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by its duly authorized officer and the Executive has signed this Agreement as of the day and year first above written.

IMC GLOBAL INC.

By:	____________________________	____________________________
		Douglas A. Pertz
Title:	____________________________

EX-10.III.(I)

EXHIBIT 10.iii.(i)

EXECUTIVE SEVERANCE AGREEMENT
(as amended and restated)

This Executive Severance Agreement, as amended and restated (the "Agreement"), is dated as of October 24, 2000 between _______________ (the "Executive") and IMC Global Inc., a Delaware corporation (the "Company").

WHEREAS, the Company desires to retain the Executive as the _________________, _________________ of the Company, and the Executive desires to continue in such position; and

WHEREAS, the Company and the Executive desire to provide appropriate assurances for the Executive to continue to perform the Executive's duties and responsibilities thereby promoting the stability of the Company.

NOW, THEREFORE, in consideration of the agreements and covenants contained herein, the sufficiency of which is acknowledged, the Executive and the Company hereby agree as follows:

1. Definitions. Each term defined herein shall be given its defined meaning wherever used in this Agreement unless the context requires otherwise.
1. "Base Salary" means the Executive's annualized base salary as adjusted from time to time.
2. "Cause" means the Executive (i) grossly neglects his duties, (ii) engages in misconduct; (iii) breaches a material provision of this Agreement, including, but not limited to, Section 4; (iv) willfully fails to cooperate fully with the Company in effecting a smooth transition of the Executive's duties and responsibilities to such person(s) as may be designated by the Company. "Gross neglect" means the willful failure to perform the essential functions of the Executive's job or the willful failure to carry out the Company's reasonable directions with respect to material duties after the Executive is notified in writing by the Company that the Executive is failing to perform these essential functions or failing to carry out the reasonable directions of the Company. Such notice shall specify the functions or directions that the Executive is failing to perform and what steps need to be taken to cure and shall set forth a reasonable time frame, which shall be at a minimum 45 days, within which to cure. "Misconduct" means embezzlement or misappropriation of corporate funds, or other acts of fraud, dishonesty, or self-dealing; provided, however, that the Executive shall be given notice and an opportunity within the next 45 days to explain his position and actions to the Company, which shall then make a final decision; any significant violation of any statutory or common law duty of loyalty to the Company; conviction for a felony; or any significant violation of Company policy or any inappropriate workplace conduct that seriously disrupts or interferes with Company operations; provided, however, that if the policy violation or inappropriate conduct can be cured, then the Executive shall be given written notice of the policy violation or inappropriate conduct and a reasonable opportunity to cure, which shall be at a minimum 45 days.
3. "Company" means IMC Global Inc. and its subsidiaries, as they may exist from time to time.
4. "Effective Date" means the date first set forth above.
5. "Good Reason" for termination of employment by the Executive shall mean any of the following reasons explained below in paragraphs 1, 2 and 3. In each case, to constitute a termination for Good Reason entitling the Executive to Severance Benefits as described in Section 3 of this Agreement, the following must occur:
1. Within 90 days after the Executive has or reasonably should have knowledge that Good Reason exists, the Executive must give the Company written notice specifying the grounds for his belief that Good Reason exists;
2. The Company shall then have a reasonable opportunity, which shall be at least 45 days, to cure; and
3. If the Company cures the Good Reason within the cure period, then the Executive shall have no right to terminate employment for Good Reason. If the Company does not cure the Good Reason within the cure period, then within 14 days of the completion of the cure period, the Executive may give written notice of his intent to terminate his employment for Good Reason. The effective date of such termination for Good Reason shall be two calendar months after the date of the notice to terminate. At its sole discretion, the Company shall have the right to accelerate the termination date by paying the Executive his base pay for the balance of the two-month notice period.
1. the continued failure by the Company, after notice and a reasonable opportunity to cure, to (i) maintain for the initial term of this Agreement the Executive's Base Salary at a rate equal to or higher than the rate in effect on the Effective Date and for any subsequent term of the Agreement maintain the Executive's Base Salary at a rate equal to or higher than the rate in effect on the Effective Date; provided, however, that during any such subsequent term, Good Reason shall not exist as the result of any decrease in Base Salary if such decrease is incident to a general reduction applied to corporate officers at a similar level as the Executive on a proportionate and nondiscriminatory basis; (ii) provide for continued participation on a comparable basis by the Executive in an annual bonus plan maintained by the Company in which corporate officers at a similar level as the Executive participate; (iii) provide for participation in stock option and other equity incentive plans or programs maintained by the Company from time to time in which corporate officers at a similar level as the Executive participate; (iv) provide for participation in all Company sponsored group or executive medical, dental, life, disability, retirement, profit-sharing, thrift, non-qualified, deferred compensation and other plans maintained by the Company to the same extent as corporate officers at a similar level as the Executive participate; (v) provide vacation and perquisites substantially equivalent to those provided by the Company to corporate officers at a similar level as the Executive; or (vi) obtain the express unconditional assumption of this Agreement as required by Section 8, it being understood that nothing contained in this clause alters the Company's obligations under Section 8 of this Agreement; or
2. a significant adverse change, without the Executive's written consent that continues after notice and a reasonable opportunity to cure, in working conditions or status, including but not limited to a significant adverse change in the nature or scope of the Executive's authority, powers, functions, duties or responsibilities; provided, however, a change in the Company's status such that it no longer has any equity securities registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, or that it becomes a subsidiary of another entity which directly results in changes in the nature or scope of the Executive's authority, powers, functions, duties or responsibilities, shall not in and of itself constitute Good Reason hereunder; or
3. a change, without the Executive's consent, in the Executive's primary employment location to a location that is more than 50 miles from the primary location of the Executive's employment as in effect immediately prior to the Effective Date.
6. " Severance Event" shall be deemed to have occurred if, and only if, during the Term of this Agreement, which includes the initial term and any extension or renewals as provided in Section 2, (i) the Executive's employment is terminated by the Company other than for Cause or upon the Executive's death or inability to perform the essential functions of his position with or without reasonable accommodation or (ii) the Executive terminates his employment for Good Reason. If, however, the Executive's employment is terminated whether by the Executive with or without Good Reason or by the Company with or without Cause in connection with a "change in control" of the Company, as such phrase is defined in Section 5 of this Agreement, such termination shall not constitute a Severance Event; provided, however, the Executive's employment shall not be considered to have terminated in connection with a change in control of the Company as so defined unless such change in control has occurred in such manner and such time as to have made Section 5 of this Agreement effective prior to the Executive's termination.
2. Term. The term of this Agreement shall commence on the Effective Date and shall terminate on the second anniversary of the Effective Date; provided, however, that unless the Company gives written notice of its intent to terminate the Agreement at least one calendar month 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 written notice of the Company's intent to terminate the Agreement is given to the Executive at least one calendar month prior to the expiration of the then current term.
3. Severance Benefits. Upon the occurrence of a Severance Event and the execution of a general release (substantially in the form attached hereto as Exhibit A) of all claims against the Company and other related entities or persons without additional consideration, and upon the expiration of any applicable revocation period, the Executive shall be entitled to receive the following "Severance Benefits":
1. An amount equal to the target award for the Executive under the Company's Management Incentive Compensation Program, or successor annual bonus plan in effect from time to time, for the fiscal year in which the Severance Event Occurs reduced pro rata for that portion of the fiscal year not completed as of the end of the month in which the Severance Event occurs;
2. An amount equal to two times the Executive's then current Base Salary, payable in accordance with regular payroll procedures of the Company;
3. [An amount equal to two times the highest annual bonus earned under the Company's Management Incentive Compensation Program, or successor annual bonus plan in effect from time to time, during the three consecutive complete bonus years immediately preceding the date on which the Severance Event occurs; provided, however, that in the event that the Executive's employment is terminated prior to the completion of three complete bonus years, any prorated annual bonus received by the Executive shall be annualized and the bonus years in which the Executive's employment commences or terminates shall be deemed to be "complete bonus years" for purposes of determining under clause (i) the highest annual bonus earned by the Executive during the three complete bonus years immediately preceding the date on which the Severance Event occurs;]

or

[An amount equal to two 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;]

4. The Company shall continue coverage under its medical and dental plans and the Executive will continue to pay employee contributions for such coverage as if an active employee until the earlier of: (i) the expiration of the two (2) year period following the date of termination and (ii) the date on which the Executive obtains such benefits pursuant to a subsequent employer's benefit plan. Such continued coverage shall count as continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA");
5. The Company shall continue the Executive's coverage under its life and disability insurance policies until the earlier of (i) the expiration of the two (2) year period following the date of termination and (ii) the date on which the Executive becomes eligible to participate in and receive similar benefits under a plan or arrangement sponsored by another employer or under any Company sponsored retirement plan. Participation shall be on the same terms and conditions as are applicable to active employees;
6. The Executive's outstanding stock options that are exercisable as of the date of the Executive's termination of employment shall remain exercisable for the two (2) year period following the date of the Executive's termination of employment (but not after the expiration of ten years from the date of grant);
7. The Company shall pay the Executive for any and all unused and accrued vacation as of the date of the Executive's termination of employment; and
8. The Company shall provide the Executive with outplacement services, provided that the Executive avails himself to such services within ninety (90) days following the Executive's termination of employment, for a period of one (1) year or, if earlier, until the date on which the Executive obtains subsequent employment. Such outplacement services shall be provided through an outplacement firm that is mutually agreed upon by the parties.

Severance Benefits shall be subject to all applicable federal, state and local deductions and withholdings. Those Severance Benefits described in paragraphs (a) and (g) above shall be paid in a lump sum within 30 days of the Severance Event. At the option of the Company, the present value of the Severance Benefits described in paragraphs 3 (b) and 3(c) above may be paid in a lump sum at any point during the Severance Benefits period. The Company's obligation to continue Severance Benefits shall cease immediately if the Company has or would have had grounds to terminate the Executive's employment immediately for Cause. In the event the Executive dies or becomes disabled before all Severance Benefits are paid to him, the remaining amounts due to him under Sections 3(b) and 3(c) shall be reduced by the proceeds the Executive's estate receives under any life insurance policy with respect to which the premiums are paid by the Company or any benefits the Executive receives under any Company disability policy; but subject to such reductions, those remaining amounts, if any, shall be paid to the Executive or his estate. If any family member of the Executive is receiving medical and/or dental coverage under Section 3(d) at the time of the Executive's death or disability and such family member constitutes a "qualified beneficiary" under COBRA, such medical and/or dental coverage shall continue in accordance with the requirements of COBRA, provided that such family member pays the full cost of the premium for such coverage. The Executive understands and acknowledges that the Severance Benefits constitute his sole benefits upon termination.

4. Exclusivity of Services and Confidential/ Proprietary Information.
1. Executive acknowledges that during his employment with the Company he has developed, acquired, and had access to and will develop, acquire and have access to trade secrets or other proprietary or confidential information belonging to the Company and that such information gives the Company a substantial business advantage over others who do not have such information. Accordingly, the Executive agrees to the following obligations that he acknowledges to be reasonably designed to protect the Company's legitimate business interests without unnecessarily or unreasonably restricting his post-employment opportunities:
1. during employment with the Company and for a period of two years following the Executive's termination of employment, regardless of the reason for the termination or by whom initiated, he will not engage or assist others in engaging in competition with the Company, directly or indirectly, whether as an employer, proprietor, partner, stockholder (other than the holder of less than 5% of the stock of a corporation the securities of which are traded on a national securities exchange or in the over-the-counter market), director, officer, employee, consultant, agent, or otherwise, in the business of producing and distributing potash, phosphate, animal feed ingredients or salt or any other significant business in which the Company is engaged or is preparing to engage in at the time of termination;
2. during employment with the Company and for a period of two years following the Executive's termination of employment, regardless of the reason for the termination or by whom initiated, he will not solicit, in competition with the Company, directly or indirectly, any person who is a client, customer or prospect (as such terms are defined below) (including, without limitation, purchasers of the Company's products) for the purpose of performing services and/or providing goods and services of the kind performed and/or provided by the Company in the business of producing and distributing potash, phosphate, animal feed ingredients or salt or any other significant business in which the Company is engaged or is preparing to engage in at the time of termination;
3. during employment with the Company and for a period of two years following the Executive's termination of employment, regardless of the reason for the termination or by whom initiated, he will not induce or persuade or attempt to induce or persuade any employee or agent of the Company to terminate his or her employment, agency, or other relationship with the Company in order to enter into any employment agency or other relationship in competition with the Company;
4. as used herein, the terms "client," "customer" and "prospect" shall be defined as any client, customer or prospect of any business in which the Company is or has been substantially engaged within the one year period prior to the Executive's termination of employment (a) to which or to whom the Executive submitted or assisted in the submission of a presentation or proposal of any kind on behalf of the Company; (b) with which or with whom the Executive had substantial contact relating to the business of the Company; or (c) about which or about whom the Executive acquired substantial confidential or other information as a result of or in connection with the Executive's employment, at any time during the one year period preceding the Executive's termination of employment for any reason.

Notwithstanding the foregoing, if the Company consents in writing, it shall not be a violation of this Section 4(a) for the Executive to engage in conduct otherwise prohibited by this Section.

2. The Executive agrees that he will not at any time during employment or thereafter for the longest time permitted by applicable law, use, disclose, or take any action which may result in the use or disclosure of any trade secrets or other proprietary or confidential information of the Company, except to the extent that the Company may specifically authorize in writing. This obligation shall not apply when and to the extent that any trade secret, proprietary or confidential information of the Company becomes publicly available other than due to the Executive's act or omission. In connection with this Section 4, the Executive has executed and shall abide by the terms of the separate agreement attached hereto as Exhibit B.
3. The Executive agrees that upon termination of his employment he will immediately surrender and return to the Company all records and other documents obtained by him, entrusted to him, or otherwise in his possession or control during the course of his employment by the Company, together with all copies thereof; provided, however, that subject to Company review and authorization, the Executive may retain copies of such documents as necessary for the Executive's personal records for federal income tax purposes.
4. The Executive acknowledges that the provisions contained in this Section 4 are reasonable and necessary because of the substantial harm that would be caused to the Company by the Executive engaging in any of the activities prohibited or restricted herein. Nevertheless, it is the intent and understanding of each party hereto that if, in any action before any court, agency or other tribunal legally empowered to enforce the covenants contained in this Section 4, any term, restriction, covenant or promise contained therein is found to be unenforceable due to unreasonableness or due to any other reason, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agency.
5. The Executive acknowledges that his breach of this Section 4 will result in immediate and irreparable harm to the Company's business interests, for which damages cannot be calculated easily and for which damages are an inadequate full remedy. Accordingly, and without limiting the right of the Company to pursue all other legal or equitable remedies available for the violation by the Executive of the covenants contained in this Section 4, it is expressly agreed that remedies other than injunctive relief cannot fully compensate the Company for the irreparable injury that the Company could suffer due to any such violation, threatened violation or continuing violation and that the Company shall be entitled to injunctive relief, without the necessity of proving actual monetary loss, to prevent any such violation, threatened violation or continuing violation thereof.
5. Change in Control.
1. Effective Date. For purposes of this Section 5, the term "Effective Date" shall mean the date on which a Change in Control of the Company (as defined in Section 5(i)) occurs. If there is a Change in Control, this Section shall become effective, and this Section shall govern the terms and conditions of the Executive's employment and termination thereof on or after the date that is ninety (90) days before the Effective Date, and the provisions of Sections 1, 2, 3, and 4 of this Agreement, shall no longer be effective.
2. Right to Change in Control Severance Payments and Benefits. The Executive shall be entitled to receive from the Company Change in Control Severance Payments and Benefits as described in Section 5(g) herein, if during the term of this Agreement there has been a Change in Control of the Company and there is a Termination (as defined in Section 5(f)) prior to the expiration of the Employment Term (as defined in Section 5(c)).
3. Employment Term. For purposes of this Section 5, the term "Employment Term" shall mean the period commencing on the Effective Date of this Section 5 and ending on the earlier to occur of (1) the last day of the month in which occurs the third anniversary of the Effective Date of this Section 5 or (2) the last day of the month in which the Executive attains mandatory retirement age pursuant to the terms of a mandatory retirement plan of the Company as such were in effect and applicable to the Executive immediately prior to the Effective Date of this Section 5.
4. Employment. The Company hereby agrees to continue the Executive in its employ, and the Executive hereby agrees to remain in the employ of the Company, until the expiration of the Employment Term. During the Employment Term, the Executive shall exercise such position and authority and perform such responsibilities as are commensurate with the position and authority being exercised and duties being performed by the Executive immediately prior to the Effective Date of this Section 5, which services shall be performed at the location where the Executive was employed immediately prior to the Effective Date of this Section 5 or at such other location as the Company may reasonably require; provided, that the Executive shall not be required to accept another location that he deems unreasonable in the light of his personal circumstances.
5. Compensation and Benefits. During the Employment Term, the Executive shall receive the following compensation and benefits:
1. He shall receive an annual base salary which is not less than his Base Salary immediately prior to the Effective Date of this Section 5, with the opportunity for increases, from time to time thereafter, which are in accordance with the Company's regular executive compensation practices.
2. He shall be eligible to participate on a reasonable basis, and to continue his existing participation, in annual incentive, stock option, restricted stock, long-term incentive performance and any other compensation plan which provides opportunities to receive compensation in addition to his Base Salary which is the greater of (i) the opportunities provided by the Company for executives with comparable duties or (ii) the opportunities under any such plans in which he was participating immediately prior to the Effective Date of this Section 5.
3. He shall be entitled to receive and participate in salaried employee benefits (including, but not limited to, medical, life and accident insurance, stock ownership and disability benefits) and perquisites which are the greater of (i) the employee benefits and perquisites provided by the Company to executives with comparable duties or (ii) the employee benefits and perquisites to which he was entitled or in which he participated immediately prior to the Effective Date of this Section 5.
4. He shall be entitled to continue to accrue service for retirement benefits and to be entitled to receive retirement benefits under and pursuant to the terms of the Company's qualified retirement plan for salaried employees, the Company's supplemental executive retirement plan, and any successor or other retirement plan or agreement in effect on the Effective Date of this Section 5 in respect of his retirement, whether or not a qualified plan or agreement, so that his aggregate retirement benefit from all such plans and agreements (regardless when he begins to receive such benefit) will be not less than it would be had all such plans and agreements in effect immediately prior to the Effective Date of this Section 5 continued to be in effect without change until and after he begins to receive such benefit.
6. Termination. The term "Termination" shall mean termination, on or after the date which is ninety (90) days before the Effective Date and prior to the expiration of the Employment Term, of the employment of the Executive with the Company for any reason other than death, disability (as described below), cause (as described below), or voluntary resignation (as described below).
1. The term "disability" means physical or mental incapacity qualifying the Executive for long-term disability under the Company's long-term disability plan.
2. The term "cause" means (i) the willful and continued failure of the Executive substantially to perform his duties with the Company (other than any failure due to physical or mental incapacity) after a demand for substantial performance is delivered to him by the Board of Directors which specifically identifies the manner in which the Board believes he has not substantially performed his duties or (ii) willful misconduct materially and demonstrably injurious to the Company. No act or failure to act by the Executive shall be considered "willful" unless done or omitted to be done by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. The unwillingness of the Executive to accept any or all of a change in the nature or scope of his position, authorities or duties, a reduction in his total compensation or benefits, a relocation that he deems unreasonable in light of his personal circumstances, or other action by or request of the Company in respect of his position, authority or responsibility that he reasonably deems to be contrary to this Agreement, may not be considered by the Board of Directors to be a failure to perform or misconduct by the Executive. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for cause for purposes of this Section 5 unless and until there shall have been delivered to him a copy of a resolution, duly adopted by a vote of three-quarters of the entire Board of Directors of the Company at a meeting of the Board called and held (after reasonable notice to the Executive and an opportunity for the Executive and his counsel to be heard before the Board) for the purpose of considering whether the Executive has been guilty of such a willful failure to perform or such willful misconduct as justifies termination for cause hereunder, finding that in the good faith opinion of the Board the Executive has been guilty thereof and specifying the particulars thereof.
3. The resignation of the Executive shall be deemed "voluntary" if it is for any reason other than one or more of the following:
1. The Executive's resignation or retirement (other than mandatory retirement, as aforesaid) is requested by the Company other than for cause;
2. Any significant change in the nature or scope of the Executive's position, authorities or duties from those described in Section 5(d) of this Agreement;
3. Any reduction in his total compensation or benefits from that provided in Section 5(e);
4. The breach by the Company of any other provision of this Section 5; or
5. The reasonable determination by the Executive that, as a result of a Change in Control of the Company and a change in circumstances in his position, he is unable to exercise the authorities and responsibility attached to his position and contemplated by Section 5(d) of this Agreement.
4. Termination that entitles the Executive to the payments and benefits provided in Section 5(g) shall not be deemed or treated by the Company as the termination of the Executive's employment or the forfeiture of his participation, award or eligibility for the purpose of any plan, practice or agreement of the Company referred to in Section 5(e).
7. Change in Control Severance Payments and Benefits. In the event of and within 30 days following Termination, the Executive shall receive from the Company the following payments and benefits (collectively, "Change in Control Severance Payments and Benefits"):
1. His Base Salary and all other benefits due him as if he had remained an employee pursuant to this Section 5 through the remainder of the month in which Termination occurs, less applicable withholding taxes and other authorized payroll deductions;
2. An amount equal to the target award for the Executive under the Company's annual bonus plan for the fiscal year in which Termination occurs, reduced pro rata for that portion of the fiscal year not completed as of the end of the month in which Termination occurs; provided, however, that if the Executive has deferred his award for such year under the plan, the payment due the Executive under this Paragraph 2 shall be paid in accordance with the terms of the deferral;
3. A lump sum severance allowance in an amount which is equal to the sum of the amounts determined in accordance with the following subparagraphs (a) and (b):
1. an amount equal to three times the Executive's Base Salary at the rate in effect immediately prior to Termination; and
2. [an amount equal to three times the highest annual bonus earned under the Company's Management Incentive Compensation Program, or successor annual bonus plan in effect from time to time, during the three consecutive complete bonus years immediately prior to Termination; provided, however, that in the event that the Executive's employment is terminated prior to the completion of three complete bonus years, any prorated annual bonus received by the Executive shall be annualized and the bonus years in which the Executive's employment commences or terminates shall be deemed to be "complete bonus years" for purposes of determining the highest annual bonus earned by the Executive during the three complete bonus years immediately prior to Termination;]

or

[an amount equal to three times the target award for the Executive for the year in which Termination occurs under the Company's Management Incentive Compensation Program or successor annual bonus plan in effect;]

4. The Company shall continue coverage under its medical and dental plans and the Executive will continue to pay employee contributions for such coverage as if an active employee until the earlier of: (i) the expiration of the three (3) year period following Termination and (ii) the date on which the Executive obtains such benefits pursuant to a subsequent employer's benefit plan. Such continued coverage shall count as continuation coverage under COBRA. In addition, the Company shall continue the Executive's coverage under its life and disability insurance policies until the earlier of: (i) the expiration of the three (3) year period following Termination and (ii) the date on which the Executive becomes eligible to participate in and receive similar benefits under a plan or arrangement sponsored by another employer or under any Company sponsored retirement plan; participation shall be on the same terms as conditions as are applicable to active employees;
5. The Executive's account balance under the Company's 1998 Supplemental Executive Retirement Plan or successor supplemental retirement plan in effect shall become fully vested as of the Executive's Termination. In addition, if, as of the Executive's Termination, the Executive is not fully vested in the Executive's account balance under the Company's Profit Sharing and Savings Plan or successor retirement plan in effect, the Company shall pay the Executive a lump sum cash amount equal to the value of the unvested portion of such account balance;
6. The Company shall pay the Executive a lump sum cash amount equal to the sum of the following:

(i) An amount equal to the contribution that would have been made on behalf of the Executive to the Company's 1998 Supplemental Executive Retirement Plan or successor supplemental retirement plan in effect for the year in which Termination occurs, reduced pro rata for that portion of such year not completed by the Executive as of the end of the month in which Termination occurs;

(ii) An amount equal to the profit sharing and matching contributions that would have been made on behalf of the Executive to the Company's Profit Sharing and Savings Plan for the year in which Termination occurs, reduced pro rata for that portion of such year not completed by the Executive as of the end of the month in which Termination occurs; and

(iii) An amount equal to the profit sharing and matching contributions that would have been made on behalf of the Executive to the Company's 1998 Restoration Plan for the year in which Termination occurs, reduced pro rata for that portion of such year not completed by the Executive as of the end of the month in which Termination occurs;

7. The Company shall pay the Executive for any and all unused and accrued vacation as of Termination;
8. The Company shall provide the Executive with outplacement services, provided that the Executive avails himself to such services within 90 days following Termination, for a period of one (1) year or, if earlier, until the date on which the Executive obtains subsequent employment. Such outplacement services shall be provided through an outplacement firm that is mutually agreed upon by the parties;
9. Upon a Change in Control, any and all restrictions on any and all outstanding awards (including restricted stock awards) under the IMC Global Inc. 1988 Stock Option and Award Plan, as amended, or any successor plan shall lapse and all stock options, stock appreciation rights and other awards thereunder shall become fully (100%) vested immediately and the Executive or his permitted designee thereunder may exercise any and all outstanding options within the three (3) year period immediately following the Executive's Termination (but not after the expiration of ten (10) years from the date of grant); and
10. For the three (3) year period following Termination, the Company shall provide the Executive with such fringe benefits and perquisites made available to senior executives of the Company per Company policies as in effect immediately prior to the Executive's Termination, including but not limited to reimbursement for: (i) expenses for reasonable financial, tax and estate planning advice, (ii) the cost of the Executive's annual medical examination and (iii) relocation expenses.
8. Non-Competition and Confidentiality. The Executive agrees that:
1. for the three (3) year period following Termination, the Executive will not engage or assist others in engaging in competition with the Company and its subsidiaries, directly or indirectly, whether as an employer, proprietor, partner, stockholder (other than the holder of less than 5% of the stock of a corporation the securities of which are traded on a national securities exchange or in the over-the-counter market), director, officer, employee, consultant, agent, or otherwise, in the business of producing and distributing potash, phosphate, animal feed ingredients or salt or any other significant business in which the Company is engaged or is preparing to engage in as of the Effective Date of this Section 5;
2. there shall be no obligation on the part of the Company to provide any further Change in Control Severance Payments and Benefits (other than payments or benefits already earned or accrued) described in Section 5(g) if, when and so long as: (i) the Executive breaches Section 5(h)(1) hereof and (ii) such breach is likely to cause serious damage to the Company or any of its subsidiaries;
3. during and after the Employment Term, he will not divulge or appropriate to his own use or the use of others any secret or confidential information pertaining to the businesses of the Company or any of its subsidiaries obtained during his employment by the Company, it being understood that this obligation shall not apply when and to the extent any of such information becomes publicly known or available other than because of his act or omission; and
4. notwithstanding the foregoing, if the Company consents in writing, it shall not be a breach of this Section 5(h) for the Executive to engage in conduct otherwise prohibited by this Section.
9. Definition of "Change in Control". "Change in Control" of the Company means, and shall be deemed to have occurred upon, the first to occur of any of the following events:
1. the acquisition by any individual, entity or group (a "Person"), including any "person" within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act, of 20% or more of either (i) the then outstanding shares of common stock of the Company (the "Outstanding Common Stock") or (ii) the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors (the "Outstanding Voting Securities"); excluding, however, the following: (A) any acquisition directly from the Company (excluding any acquisition resulting from the exercise of an exercise, conversion or exchange privilege unless the security being so exercised, converted or exchanged was acquired directly from the Company), (B) any acquisition by the Company, (C) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (D) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (3) of this Section 5(i) ;
2. Individuals who, as of the Effective Date of this Section 5, constitute the Board of Directors (the "Incumbent Board") cease for any reason to constitute at least a majority of such Board; provided, that any individual who becomes a director of the Company subsequent to the Effective Date of this Section 5, whose election, or nomination for election by the Company's stockholders, was approved by the vote of at least a majority of the directors then comprising the Incumbent Board shall be deemed a member of the Incumbent Board; and provided further, that any individual who was initially elected as a director of the Company as a result of an actual or threatened election contest, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act, or any other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board shall not be deemed a member of the Incumbent Board;
3. approval by the stockholders of the Company of a reorganization, merger or consolidation of the Company or sale or other disposition of all or substantially all of the assets of the Company (a "Corporate Transaction"); excluding, however, a Corporate Transaction pursuant to which (i) all or substantially all of the individuals or entities who are the beneficial owners, respectively, of the Outstanding Common Stock and the Outstanding Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 60% of, respectively, the outstanding shares of common stock, and the combined voting power of the outstanding securities of such corporation entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or indirectly) in substantially the same proportions relative to each other as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Common Stock and the Outstanding Voting Securities, as the case may be, (ii) no Person (other than: the Company; any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; the corporation resulting from such Corporate Transaction; and any Person which beneficially owned, immediately prior to such Corporate Transaction, directly or indirectly, 25% or more of the Outstanding Common Stock or the Outstanding Voting Securities, as the case may be) will beneficially own, directly or indirectly, 25% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding securities of such corporation entitled to vote generally in the election of directors and (iii) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or
4. the consummation of a plan of complete liquidation or dissolution of the Company.
10. Excise Tax Payments. (i) Notwithstanding anything contained in this Agreement to the contrary, in the event that any payment (within the meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended, and any regulations promulgated or proposed thereunder (the "Code")), or distribution to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with the Company (a "Payment" or "Payments"), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

(ii) An initial determination shall be made as to whether a Gross-Up Payment is required pursuant to this Section 5(j) and the amount of such Gross-Up Payment shall be made by the Company's public accounting firm (the "Accounting Firm"). In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Executive shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees, costs and expenses (including, but not limited to, the cost of retaining experts) of the Accounting Firm shall be borne by the Company and the Company shall pay such fees, costs and expenses as they become due. The Accounting Firm shall provide detailed supporting calculations, acceptable both to the Company and the Executive within fifteen (15) business days of the Termination Date, if applicable, or such other time as requested by the Company or by the Executive (provided the Executive reasonably believes that any of the Payments may be subject to the Excise Tax). The Gross-Up Payment, if any, as determined pursuant to this Section 5(j)(ii) shall be paid by the Company to the Executive within five (5) business days of the Company's receipt of the Accounting Firm's determination. The Accounting Firm shall furnish the Executive with an unqualified opinion that no Excise Tax will be imposed with respect to any such Payment or Payments, or that the amount of the Excise Tax due is correct. Any such initial determination by the Accounting Firm of the Gross-Up Payment shall be binding upon the Company and the Executive subject to the application of Section 5(j)(iii).

(iii) As a result of the uncertainty in the application of Section 4999 and 280G of the Code, it is possible that a Gross-Up Payment (or a portion thereof) will be paid which should not have been paid (an "Overpayment") or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an "Underpayment"). An Underpayment shall be deemed to have occurred upon notice (formal or informal) to the Executive from any governmental taxing authority that the tax liability of the Executive (whether in respect of the then current taxable year of the Executive or in respect of any prior taxable year of the Executive) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company has failed to make a sufficient Gross-Up Payment. An Overpayment shall be deemed to have occurred upon a "Final Determination" (as hereinafter defined) that the Excise Tax shall not be imposed upon all or any portion of any Payment or Payments with respect to which the Executive had previously received a Gross-Up Payment. A Final Determination shall be deemed to have occurred when the Executive has received from the applicable governmental taxing authority a refund of taxes or other reduction in his tax liability and upon either (i) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority, or in the event that a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (ii) the statute of limitations with respect to the Executive's applicable tax return has expired. If an Underpayment occurs, the Executive shall promptly notify the Company and the Company shall pay to the Executive at least five (5) business days prior to the date on which the applicable governmental taxing authority has requested payment, an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties imposed on the Underpayment. If an Overpayment occurs, the Executive shall promptly pay to the Company the amount of such Overpayment (together with any interest paid or credited thereon after taxes applicable thereto).

(iv) Notwithstanding anything contained in this Agreement to the contrary, in the event it is determined that an Excise Tax will be imposed on any Payment or Payments, the Company shall pay to the applicable governmental taxing authorities as Excise Tax withholding, the amount of the Excise Tax that the Company has actually withheld from the Payment or Payments.

11. Enforcement Costs. The Company is aware that upon the occurrence of a Change in Control, the Board of Directors or a stockholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Section 5, or may cause or attempt to cause the Company to institute, or may institute, litigation seeking to have this Section 5 declared unenforceable, or may take, or attempt to take, other action to deny the Executive the benefits intended under this Section 5. In these circumstances, the purpose of this Section 5 could be frustrated. It is the intent of the parties that the Executive not be required to incur the legal fees and expenses associated with the protection or enforcement of his rights under this Section 5 by litigation or other legal action because such costs would substantially detract from the benefits intended to be extended to the Executive hereunder, nor be bound to negotiate any settlement of his rights hereunder under threat of incurring such costs. Accordingly, if at any time after the Effective Date of this Section 5, it should appear to the Executive that the Company is or has acted contrary to or is failing or has failed to comply with any of its obligations under this Section 5 for the reason that it regards this Section 5 to be void or unenforceable or for any other reason, or that the Company has purported to terminate his employment for cause or is in the course of doing so in either case contrary to this Section 5, or in the event that the Company or any other person takes any action to declare this Section 5 void or unenforceable, or institutes any litigation or other legal action designed to deny, diminish or to recover from the Executive the benefits provided or intended to be provided to him hereunder, and the Executive has acted in good faith to perform his obligations under this Section 5, the Company irrevocably authorizes the Executive from time to time to retain counsel of his choice at the expense of the Company to represent him in connection with the protection and enforcement of his rights hereunder, including without limitation representation in connection with termination of his employment contrary to this Section 5 or with the initiation or defense of any litigation or other legal action, whether by or against the Executive or the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction. The reasonable fees and expenses of counsel selected from time to time by the Executive as hereinabove provided shall be paid or reimbursed to the Executive by the Company on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum aggregate amount of $200,000. Counsel so retained by the Executive may be counsel representing other officers or key executives of the Company in connection with the protection and enforcement of their rights under similar agreements between them and the Company, and, unless in his sole judgement use of common counsel could be prejudicial to him or would not be likely to reduce the fees and expenses chargeable hereunder to the Company, the Executive agrees to use his best efforts to agree with such other officers or executives to retain common counsel.
12. Successors and Assigns. Except as otherwise provided herein, this Section 5 shall be binding upon and inure to the benefit of the Executive and his legal representatives, heirs, and assigns; provided, however, that in the event of the Executive's death prior to payment or distribution of all amounts, distributions, and benefits due him under this Section 5, each such unpaid amount and distribution shall be paid in accordance with this Section 5 to the person or persons designated by the Executive to the Company to receive such payment or distribution and in the event the Executive has made no applicable designation, to the person or persons designated by the Executive as the beneficiary or beneficiaries of proceeds of life insurance payable in the event of the Executive's death under the Company's group life insurance plan.
6. Dispute Resolution. The Executive and the Company shall not initiate arbitration or other legal proceeding (except for any claim under Section 4 or Section 5(h)) against the other party or against any directors, officers, employees, agents or representatives of the Company or its affiliates, relating in any way to this Agreement, to the Executive's retention by the Company, to the termination of this Agreement or of such retention, or to any or all other claims for employment or other discrimination under any federal, state or local law, regulation, ordinance or executive order until 30 days after the party against whom the claim(s) is made ("respondent") receives written notice from the claiming party of the specific nature of any purported claim(s) and, to the extent known or reasonably anticipated, the amount of any purported damages attributable to each such claim(s). The Executive and the Company further agree that if respondent submits the claiming party's claim(s) to the CPR Institute for Dispute Resolution or JAMS/Endispute for nonbinding mediation prior to the expiration of such 30 day period, the claiming party may not institute arbitration or other legal proceedings against respondent until the earlier of: (a) the completion of good-faith mediation efforts or (b) 90 days after the date on which the respondent received written notice of the claimant's claim(s). The mediation shall be conducted in Chicago, Illinois or such other location to which the parties may agree. The Company agrees to pay the cost of the mediator's services.

Subject to the foregoing, the Executive and the Company agree that any and all claims or disputes relating to this Agreement, to the termination of this Agreement or to such retention, to the Executive's termination of employment or to his retention, that one party or that the Executive may have against any directors, officers, employees, agents, or representatives of the Company or its affiliates, including without limitation, claims for employment or other discrimination under any federal, state, or local law, regulation, ordinance, or executive order, shall be submitted for arbitration and resolved by an arbitrator selected in accordance with the rules and procedures of the CPR Institute for Dispute Resolution or JAMS/Endispute, it being understood and agreed that no more than one arbitrator shall be retained for any arbitration conducted hereunder. The arbitration proceeding shall be conducted in Chicago, Illinois or such other location to which the parties may agree. If either party pursues a claim and such claim results in an arbitrator's decision or award, both parties agree to accept such decision or award as final and binding, and judgment upon the decision or award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The parties shall share the cost of the arbitrator's services. Notwithstanding any of the foregoing provisions of this Section, the Company may in its discretion immediately pursue any and all available legal and equitable remedies for the Executive's breach, threatened breach or continuing breach of any provision of Section 4 or Section 5(h) in any court, agency, or other tribunal of competent jurisdiction.

7. Entire Agreement, Amendment, Waiver. This Agreement constitutes the entire agreement between the Company and the Executive with respect to the subject matter hereof. This Agreement supersedes any prior agreements made between the parties with respect to the subject matter hereof. The parties may not amend this Agreement except by written instrument signed by both parties. No waiver by either party at any time of any breach by the other of any provision of this Agreement shall be deemed a waiver of similar or dissimilar provision at the same time or any prior or subsequent time.
8. Assumption. This Agreement shall inure to benefit of, and be binding upon, the successors and assignees of the Company. The Company shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all of the business or assets of the Company, expressly and unconditionally to assume and agree to perform the Company's obligations under this Agreement.
9. Notice. Any notice, request, or other communication required or permitted to be given hereunder shall be made to the addresses hereinafter set forth or to any other address designated by either of the parties hereto by notice similarly given:

If to the Company:
Senior Vice President, Human Resources
IMC Global Inc.
100 South Saunders Road
Suite 300
Lake Forest, IL 60045 If to the Executive:

All such notices, requests or other communications shall be sufficient if made in writing either (i) by personal delivery to the party entitled thereto, (ii) by registered or certified mail, return receipt requested or (iii) by express courier service. The notice, request or other communication shall be deemed effective upon personal delivery or upon actual or constructive receipt by the party entitled thereto if by registered or certified mail or express courier service; provided, however, that a notice, request or other communication received after regular business hours shall be deemed to be received on the next succeeding business day of the Company.

10. Severability. The provisions of this Agreement shall be regarded as durable, and if any provision or portion thereof is declared invalid or unenforceable by a court of competent jurisdiction, the validity and enforceability of the remainder and applicability thereof shall not be affected.
11. Applicable Law. This Agreement shall at all times be governed by and construed, interpreted and enforced in accordance with the internal laws (as opposed to the conflict of laws provisions) of the State of Illinois.

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by its duly authorized officer and the Executive has signed this Agreement as of the day and year first above written.

IMC GLOBAL INC.	EXECUTIVE
By: _________________________             Douglas A. Pertz             Chairman and Chief Executive Officer	__________________________

EXHIBIT A

WAIVER AND RELEASE OF CLAIMS

In exchange for the Severance Benefits described in the attached Executive Severance Agreement, as amended and restated (the "Agreement"), which I acknowledge I would not otherwise be entitled to receive, I freely and voluntarily agree to this WAIVER AND RELEASE OF CLAIMS ("WAIVER"):

1. My employment with IMC Global Inc. will terminate effective _____________________.
2. I acknowledge that the Severance Benefits described in the attached Agreement are the sole payments to which I am entitled and that I am not entitled to any additional severance payments.
3. I, and anyone claiming through me, hereby waive and release any and all claims that I may have ever had or that I may now have against IMC Global Inc., its parents, divisions, partnerships, affiliates, subsidiaries, and other related entities and their successors and assigns, and past, present and future officers, directors, employees, agents and attorneys of each of them in their individual or official capacity (hereinafter collectively referred to as "Released Parties"). Among the claims that I am waiving are claims relating to my employment or termination of employment, including, but not limited to, claims of discrimination in employment brought under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Americans With Disabilities Act or other federal, state or local employment discrimination, employment, wage laws, ordinances or regulations or any common law or statutory claims of wrongful discharge or breach of contract or any other common law or statutory claims; whether for damages, lost wages or for any other relief or remedy.
4. I understand and agree that this WAIVER will be binding on me and my heirs, administrators and assigns. I acknowledge that I have not assigned any claims or filed or initiated any legal proceedings against any of the Released Parties .
5. Except as may be required by law, I agree that I will not disclose the existence or terms of this WAIVER to anyone except my accountant, attorney or spouse, each of whom shall also be bound by this confidentiality provision.
6. I understand that I have twenty-one (21) days to consider whether to sign this WAIVER and return it to the Senior Vice President, Human Resources of IMC Global Inc. IMC Global Inc. hereby advises me of my right to consult with an attorney before signing the WAIVER and I acknowledge that I have had an opportunity to consult with an attorney and have either held such consultation or have determined not to consult with an attorney.
7. I understand that I may revoke my acceptance of this WAIVER by delivering notice of my revocation to the Senior Vice President, Human Resources within seven (7) days of the day I sign the WAIVER. If I do not revoke my acceptance of this WAIVER within seven days of the day I sign it, it will be legally binding and enforceable.

IMC GLOBAL INC.	AGREED AND ACCEPTED:
By:_________________________________________ Title:________________________________________ Date:________________________________________	____________________________________________ ____________________________________________                                      Print Name Date:________________________________________

EX-13

EXHIBIT 13

Financial Table of Contents

Management's Discussion and Analysis of Financial Condition and Results of Operations	p. 23
Report of Management	p. 35
Report of Independent Auditors	p. 36
Consolidated Statement of Operations	p. 37
Consolidated Balance Sheet	p. 38
Consolidated Statement of Cash Flows	p. 39
Consolidated Statement of Stockholders' Equity	p. 40
Notes to Consolidated Financial Statements	p. 41
Quarterly Results (Unaudited)	p. 62
Five Year Comparison	p. 63

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

Introduction

Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the financial statements and the accompanying notes.

IMC Global Inc. (Company or IMC) is one of the world's leading producers of phosphate and potash crop nutrients and animal feed ingredients.

The Company's current operational structure consists of two continuing business units corresponding to its major product lines as follows: IMC PhosFeed (PhosFeed), which represents the IMC Phosphates (Phosphates) and IMC Feed Ingredients (Feed Ingredients) businesses, and IMC Potash (Potash). As a result of the planned divestitures of IMC Chemicals (Chemicals) and IMC Salt (Salt) as well as a solar evaporation facility located in Ogden, Utah (Ogden), operating results for these businesses are reflected as discontinued operations.

Management's Discussion and Analysis of Financial Condition and Results of Operations highlights the primary factors affecting changes in the operating results of the Company's continuing operations during the three year period ended December 31, 2000, excluding the impact of certain special charges in 1999 and 1998. In 1999, the Company incurred special charges from continuing operations of $677.7 million, after tax and minority interest, or $5.91 per share, comprised of: (i) an $89.3 million, or $0.78 per share, restructuring charge related to a Company-wide rightsizing program (Rightsizing Program); (ii) a $31.4 million, or $0.27 per share, charge related to additional asset write-offs and environmental accruals; (iii) a $432.0 million, or $3.77 per share, charge resulting from a change in the method of evaluating the recoverability of goodwill; and (iv) a $125.0 million, or $1.09 per share, charge for deferred income taxes arising from a change in tax law. In 1998, the Company incurred special charges from continuing operations of $122.9 million, after tax and minority interest, or $1.07 per share, comprised of: (i) a $113.0 million, or $0.98 per share, restructuring charge related to a Company-wide profit improvement program (Project Profit); (ii) a $9.1 million, or $0.08 per share, charge related to the Company's sale of IMC Vigoro (Vigoro) (Vigoro Sale); and (iii) $0.8 million, or $0.01 per share, of other charges. As a result of the Rightsizing Program and Project Profit, the Company achieved a reduction in operating costs in excess of $160.0 million over the two year period ended December 31, 2000. This reduction in costs resulted from a simplification of the business, shutdown of high-cost operations, exit from low-margin businesses and headcount reductions.

All of these special charges significantly impacted the results of continuing operations of the Company and are referred to throughout Management's Discussion and Analysis of Financial Condition and Results of Operations. For additional detail on these charges, see Notes 2 through 6 and Note 12 of Notes to Consolidated Financial Statements.

Results of Operations
Overview

2000 Compared to 1999

Net sales of $2,095.9 million in 2000 decreased eight percent from $2,282.9 million in 1999. Gross margins in 2000 were $332.1 million, a decrease of 30 percent from comparable 1999 margins of $475.2 million, excluding special charges of $35.8 million. In the fourth quarter of 2000, the Company adopted the provisions of Emerging Issues Task Force (EITF) Issue No. 00-10, Accounting for Shipping and Handling Fees and Costs, which requires shipping and handling costs to be included in Cost of goods sold in the Consolidated Statement of Operations. Prior to adoption of EITF No. 00-10, the Company included these costs as a reduction of Net sales. Adoption of EITF No. 00-10 had no impact on gross margin dollars. The Consolidated Statement of Operations has been restated for all prior periods to reflect the reclassification of shipping and handling costs in compliance with EITF No. 00-10.

Earnings from continuing operations in 2000 were $84.3 million, or $0.73 per share. Earnings from continuing operations in 1999 were $145.6 million, or $1.27 per share, excluding special charges of $677.7 million, or $5.91 per share.

Decreased sales, margins and earnings from continuing operations in 2000 resulted primarily from lower phosphate pricing and volumes as well as the impact of higher idle plant and raw material costs. Partially offsetting the phosphate pricing and volume reductions were higher potash volumes.

The Company incurred a net loss in 2000 of $345.0 million, or $3.00 per share, which included $429.3 million, or $3.73 per share, of losses from the discontinued operations of Chemicals, Salt and Ogden. The Company incurred a net loss in 1999 of $773.3 million, or $6.75 per share, including: (i) $677.7 million, or $5.91 per share, related to the special charges discussed above; (ii) $234.2 million, or $2.04 per share, of losses from discontinued operations; (iii) $0.5 million of extraordinary gains related to the early extinguishment of debt; and (iv) $7.5 million, or $0.07 per share, of charges related to a cumulative effect of a change in accounting principle. See Notes 1 through 4 and Note 10 of Notes to Consolidated Financial Statements.

1999 Compared to 1998

Net sales of $2,282.9 million in 1999 decreased five percent from $2,403.6 million in 1998. Gross margins in 1999 were $475.2 million, excluding special charges of $35.8 million, a decrease of 28 percent from comparable 1998 margins of $658.1 million, excluding special charges of $23.1 million.

Earnings from continuing operations in 1999 were $145.6 million, or $1.27 per share, excluding special charges of $677.7 million, or $5.91 per share. Earnings from continuing operations in 1998 were $252.7 million, or $2.20 per share, excluding special charges of $122.9 million, or $1.07 per share.

Sales, margins and earnings from continuing operations in 1999 reflected significantly reduced phosphate pricing as well as lower phosphate and potash volumes compared to 1998.

The Company incurred a net loss in 1999 of $773.3 million, or $6.75 per share, including: (i) $677.7 million, or $5.91 per share, related to the special charges discussed above; (ii) $234.2 million, or $2.04 per share, of losses from discontinued operations; (iii) $0.5 million of extraordinary gains related to the early extinguishment of debt; and (iv) $7.5 million, or $0.07 per share, of charges related to a cumulative effect of a change in accounting principle. The Company incurred a net loss in 1998 of $9.0 million, or $0.08 per share, including: (i) $122.9 million, or $1.07 per share, related to the special charges discussed above; (ii) $141.8 million, or $1.24 per share, of losses from discontinued operations; and (iii) $3.0 million, or $0.03 per share, of extraordinary gains related to the early extinguishment of debt. See Notes 1 through 4 and Note 10 of Notes to Consolidated Financial Statements.

IMC PhosFeed^a
(Dollars in millions)

	Year ended December 31			% Decrease
	2000	1999	1998	2000	1999
Net sales	$1,320.5	$1,591.0	$1,825.7	(17)	(13)
Gross margins	$   102.0	$   266.0d	$   406.2e	(62)	(35)
As a percentage of net sales	8%	17%	22%
Sales volumes (000 tons)b	6,130	6,699	7,313	(8)	(8)
Average DAP price per short tonc	$      134	$      160	$      178	(16)	(10)

aEffective January 2000, the Company realigned its internal management reporting structure by combining the previously separate phosphates and feed ingredients segments. As a result of this change, segment information for all periods has been restated to combine the Phosphates and Feed Ingredients segments as the IMC PhosFeed segment.
^bPhosphate sales volumes include tons sold captively and represent dry product tons only, primarily DAP.
^cFOB plant.
^dExcludes special charges of $11.3 million.
^eExcludes special charges of $19.0 million.

2000 Compared to 1999

PhosFeed's net sales of $1,320.5 million in 2000 decreased 17 percent from $1,591.0 million in 1999. Lower average sales realizations of concentrated phosphates, particularly diammonium phosphate (DAP), unfavorably 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 granular monoammonium phosphate and granular triple superphosphate (GTSP), resulting from increased marketing efforts.

Gross margins in 2000 of $102.0 million fell 62 percent from $266.0 million in 1999, excluding 1999 special charges of $11.3 million. 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 costs, 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.

1999 Compared to 1998

PhosFeed's net sales of $1,591.0 million in 1999 decreased 13 percent from $1,825.7 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, which were lower by approximately nine percent and 16 percent, respectively. 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.

Gross margins in 1999 of $266.0 million, excluding special charges of $11.3 million, fell 35 percent from $406.2 million in 1998, excluding special charges of $19.0 million. 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.

IMC Potash^a
(Dollars in millions)

	Year ended December 31			% Increase (Decrease)
	2000	1999	1998	2000	1999
Net sales	$871.0	$830.3	$844.8	5	(2)
Gross margins	$255.0	$237.0d	$276.4	8	(14)
As a percentage of net sales	29%	29%	33%
Sales volumes (000 tons)b	8,385	7,844	8,178	7	(4)
Average potash price per short tonc	$     76	$      78	$     79	(3)	(1)

aExcludes operating results of Ogden which was reclassified to discontinued operations in 2000.
^bSales volumes include tons sold captively.
^cFOB plant/mine.
^dExcludes special charges of $7.2 million.

2000 Compared to 1999

Potash's net sales of $871.0 million in 2000 increased five percent from $830.3 million in 1999. This increase was the result of higher domestic and export shipments primarily driven by increased muriate of potash (MOP) volumes. Export volumes primarily benefited from increased shipments to Asia and South America. Partially offsetting the favorable shipments were reduced 2000 average potash price realizations.

Gross margins of $255.0 million in 2000 increased eight percent compared with $237.0 million in 1999, excluding 1999 special charges of $7.2 million. This increase was attributable to the higher volumes discussed above and favorable savings realized from the Rightsizing Program, partially offset by significantly higher natural gas costs, a major component of production cost, and the lower average price realizations discussed above.

1999 Compared to 1998

Potash's net sales of $830.3 million in 1999 decreased two percent from $844.8 million in 1998. This slight decline was a result of unfavorable domestic volumes caused by lower agricultural demand because of low commodity prices for corn and soybean crops. Partially offsetting the unfavorable domestic volumes were increased export volumes to Asia and Latin America. Average potash sales realizations decreased slightly in 1999 compared to prior year levels.

Gross margins of $237.0 million in 1999, excluding special charges of $7.2 million, decreased 14 percent compared with $276.4 million in 1998, primarily as a result of the lower sales volumes discussed above, as well as higher Canadian provincial resource taxes, increased water control costs at the Esterhazy potash mine and higher natural gas costs. See Note 16 of Notes to Consolidated Financial Statements.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $102.7 million, $107.2 million and $113.1 million in 2000, 1999 and 1998, respectively, excluding special charges of $20.6 million and $9.9 million in 1999 and 1998, respectively. The decrease in 2000 compared to 1999 primarily resulted from lower employee benefit related expenses.

Other Income

Other income consisted primarily of gains on sale of assets and the impact of favorable foreign currency transactions.

Income Taxes

See Note 12 of Notes to Consolidated Financial Statements.

Special Charges

Restructuring Charges

During the fourth quarter of 1999, the Company implemented the Rightsizing Program which was designed to simplify and focus the Company's core businesses. The key components of the Rightsizing Program were: (i) the shutdown and permanent closure of the Nichols and Payne Creek facilities at PhosFeed resulting from an optimization program to reduce rock and concentrate production costs through higher utilization rates at the lowest-cost facilities; (ii) an asset rightsizing program at Potash resulting from a recently revised mine plan; and (iii) corporate and business unit headcount reductions. In conjunction with the Rightsizing Program, the Company recorded a continuing operations special charge of $167.1 million, $89.3 million after tax and minority interest, or $0.78 per share, in the fourth quarter of 1999. For activity related to the Rightsizing Program, see Note 3 of Notes to Consolidated Financial Statements.

During the fourth quarter of 1998, the Company developed and began execution of Project Profit. Project Profit was comprised of four major initiatives: (i) the combination of certain activities within the Potash and PhosFeed business units in an effort to realize certain operating and staff function synergies; (ii) restructuring of the phosphate rock mining, concentrated phosphate operations and processes in an effort to reduce costs; (iii) simplification of current business activities by eliminating businesses not deemed part of the Company's core competencies; and (iv) reduction of operational and corporate headcount. In conjunction with Project Profit, the Company recorded a continuing operations special charge of $179.5 million, $113.0 million after tax and minority interest, or $0.98 per share, in the fourth quarter of 1998. For activity related to Project Profit, see Note 3 of Notes to Consolidated Financial Statements.

Write-down of Goodwill

Effective October 1, 1999, the Company elected to change its method for assessing the recoverability of goodwill (not associated with impaired assets) from one based on undiscounted cash flows to one based on discounted cash flows. The Company believes the discounted cash flow approach is preferable because it is consistent with the basis used by the Company for investment decisions (acquisitions and capital projects) and takes into account the specific and detailed operating plans and strategies of each business and the timing of cash flows. The adoption of the discounted cash flow method may result in greater earnings volatility since any subsequent decreases in discounted cash flows of certain segments may result in the write-down of goodwill.

As a result of the change to a discounted cash flow methodology, the Company recorded a non-cash write-down of goodwill from continuing operations of $432.0 million, or $3.77 per share, in the fourth quarter of 1999. See Note 2 of Notes to Consolidated Financial Statements.

Other Charges

In the fourth quarter of 1999, the Company recorded a $125.0 million, or $1.09 per share, deferred tax provision for a tax basis difference related to the Company's investment in Phosphate Resource Partners Limited Partnership (PLP). This special charge was necessitated as a result of a change in the tax law. See Note 12 of Notes to Consolidated Financial Statements.

During the fourth quarter of 1999, and in connection with the Rightsizing Program, the Company undertook a detailed review of its accounting records and valuation of various assets and liabilities. As a result, the Company recorded a continuing operations special charge of $52.7 million, $31.4 million after tax and minority interest, or $0.27 per share, related to asset write-offs and environmental accruals. Of the $52.7 million charge, $32.1 million was included in Cost of goods sold and $20.6 million was included in Selling, general and administrative expenses.

In 1998, the Company sold Vigoro, a consumer lawn and garden and professional products business. In connection with this sale, the Company recorded a special charge of $14.0 million, $9.1 million after tax, or $0.08 per share. Of the $14.0 million charge, $4.1 million was included in Cost of goods sold and $9.9 million was included in Selling, general and administrative expenses. See Note 5 of Notes to Consolidated Financial Statements.

Discontinued Operations

The Company's results for the years ended December 31, 2000, 1999 and 1998 include the operations of Salt, Ogden and Chemicals as discontinued operations. Additionally, the Company's results for the years ended December 31, 1999 and 1998 include the operations of IMC AgriBusiness (AgriBusiness) and the Company's oil and gas business as discontinued operations. For more detail on the Company's special charges in relation to discontinued operations, see Notes 2 through 4 of Notes to Consolidated Financial Statements.

Capital Resources and Liquidity

The Company generates significant cash from operations and has sufficient borrowing capacity to meet its operating and discretionary spending requirements.

The Company generated $398.4 million of EBITDA^a in 2000 compared with $531.7 million in 1999. Management places significant emphasis on EBITDA as one of the key standards for measuring consolidated performance. Although EBITDA is a leading indicator used by management, it is not a replacement of measurement standards defined by and required by generally accepted accounting principles such as operating earnings, cash flows from operating activities and net income.

Operating activities generated $363.4 million of cash in 2000 compared with $458.4 million in 1999. The decrease of $95.0 million was primarily a result of the depressed agricultural economy.

Net cash provided by investing activities decreased $182.8 million in 2000 from a source of funds of $69.1 million in 1999 to a use of funds of $113.7 million in 2000. The decrease was primarily a result of the Company receiving proceeds of $295.9 million from the sale of AgriBusiness and the Company's investment in the oil and gas business in 1999, partially offset by reduced capital expenditures in 2000.

Capital expenditures in 2000 were $118.1 million and consisted primarily of phosphate and potash production equipment upgrades as well as expanded potash capacity. Capital expenditures in 1999 were $248.4 million and consisted primarily of expanded potash capacity and new computer system and production equipment upgrades. The decrease of $130.3 million compared to 1999 was primarily a result of reduced mine expansion efforts and computer system upgrades as well as the absence of Chemicals, Salt and Ogden capital expenditures in 2000 as a result of their classification as discontinued operations. The Company estimates that its capital expenditures from continuing operations for 2001 will approximate $145.0 million, $125.0 million net of minority interest, and will be financed primarily from operations.

Cash used in financing activities decreased $311.3 million in 2000 from $557.3 million in 1999 to $246.0 million in 2000. This decreased use of funds was primarily a result of reduced net debt payments of $188.0 million in 2000 compared to $501.6 million in 1999. Total borrowings decreased by $188.0 million in 2000, from $2,548.6 million at December 31, 1999 to $2,360.6 million at December 31, 2000. The reduction in total indebtedness resulted from payments of debt funded by the sale of accounts receivable as well as the use of cash flows from operations.

In September 2000 and January 2001, the Company amended and restated its short-term and long-term credit facilities (collectively, Credit Facilities). The $250.0 million short-term credit facility matures in September 2001 and the $550.0 million long-term credit facility matures in December 2002. Commitment fees associated with the short-term and long-term facilities vary depending upon the Company's credit ratings and, as of the effective date of the January 2001 amendment, were 20.0 basis points and 22.5 basis points, respectively. Interest rates associated with the short-term and long-term facilities also vary depending upon the Company's credit ratings and, as of the effective date of the January 2001 amendment, were LIBOR plus 117.5 basis points and LIBOR plus 115.0 basis points, respectively.

aEarnings from continuing operations before special charges, minority interest, interest charges, taxes, depreciation, depletion and amortization and after PLP distributions.

The amount available for borrowing under the Credit Facilities is reduced by the balances of commercial paper, letters of credit and guarantees. As of December 31, 2000, the Company had a total of $375.0 million drawn on the facilities and $1.6 million of commercial paper. Net available borrowings under these facilities as of December 31, 2000 was $381.8 million. Outstanding letters of credit as of December 31, 2000 totaled $41.6 million. See Note 10 of Notes to Consolidated Financial Statements. Under the Credit Facilities, as amended, 50 percent of certain asset sale proceeds (including proceeds from proposed major divestitures) and new equity issuances will be applied to reduce the lending commitments under the Credit Facilities, on a pro rata basis, up to a maximum commitment reduction of $150.0 million.

The Credit Facilities are currently unsecured but, as a result of the January 2001 amendments, borrowings by the Company are now guaranteed by the Company's material domestic subsidiaries. Such guarantees by PLP and IMC Phosphates Company (IMC Phosphates) are limited by the amount of existing intercompany debt owed by such entities to the Company and its other subsidiaries. The Company has agreed to secure the facilities with substantially all of the stock, other equity interests and the assets of its domestic subsidiaries as well as with a portion of the stock and other equity interests of its foreign subsidiaries in the event that either: (i) the Company's credit rating on its senior unsecured long-term debt securities declines to BB (S&P) or Ba2 (Moody's); or (ii) the Company is unable to maintain its leverage ratio (as defined in the Credit Facilities) below 4.40 to 1.00 as of March 31, 2001 or thereafter. As the Company does not currently anticipate that its leverage ratio will be below such level, the Company anticipates that the Credit Facilities will become secured subsequent to March 31, 2001. In addition, the Company has agreed to secure the facilities with substantially all of the stock and other equity interests of its domestic subsidiaries and with a portion of stock and other equity interests of its foreign subsidiaries in the event that the Company's credit rating declines to BB+ (S&P) and Ba1 (Moody's). In either event, debt issued under certain other debt instruments of the Company and its subsidiaries will participate on an equal and ratable basis with the lenders under the Credit Facilities in the security interest granted in certain of the collateral that secures the Credit Facilities. In the event that the Company becomes obligated to secure the Credit Facilities with assets that include accounts receivable, the Company will be required to terminate its existing accounts receivable securitization facility. See Note 9 of Notes to Consolidated Financial Statements.

The Credit Facilities, as amended, contain provisions which: (i) restrict capital expenditures to an amount above the Company's currently anticipated capital expenditures level; (ii) generally restrict the payment of dividends, distributions and certain other payments to an aggregate of $40.0 million per year (including the forward repurchase contract discussed below), other than as required in connection with the Company's interest in PLP; (iii) restrict the ability of the Company and its subsidiaries to dispose of a substantial portion of its consolidated assets; (iv) limit the creation of additional liens on the Company's and its subsidiaries' assets; and (v) limit the Company's subsidiaries' incurrence of debt. The Credit Facilities also contain a leverage ratio test, an interest coverage ratio test and other covenants.

The Company may acquire shares of its stock on an ongoing basis and is authorized as of December 31, 2000 to purchase up to 4.5 million shares. In the first quarter of 2000, the Company's Board of Directors authorized the purchase of up to an additional 5.4 million shares through the use of a forward stock repurchase program executed by a third party financial institution. Under this authorization, the Company entered into a forward repurchase contract (Forward) pursuant to which a financial institution purchased the entire 5.4 million shares during the first quarter of 2000. The Forward allows, but does not require, the Company to acquire the shares by March 18, 2002 at $14.73 per share. If the Company decides not to acquire the 5.4 million shares, the Forward will be net share settled or, in certain unlikely circumstances, net cash settled on that date. Management considers market conditions, alternate uses of cash and shareholder returns, among other factors, when evaluating share repurchases.

The Company believes that its 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 its operating expenses and capital expenditures and service its debt requirements as they become due (including current maturities of long-term debt of $207.8 million due in 2001). However, the ongoing ability of the Company to meet its debt service and other obligations, including compliance with financial covenants in the Credit Facilities, will be dependent upon the future performance of the Company which will be subject to financial, business and other factors, certain of which are beyond its control, such as prevailing economic and industry conditions and prices and other market conditions for the Company's products and upon the Company's ability to complete proposed major asset sales on acceptable terms. However, if product prices and other market conditions do not improve in the early part of 2001 or if the Company is unable to complete major asset sales, there is no assurance that the Company will be able to comply with applicable financial covenants. If the Company is unable to comply with such covenants, the Company would be unable to borrow additional amounts under the Credit Facilities in the absence of an additional waiver or amendment from the requisite lenders under the Credit Facilities. The Company is currently actively exploring alternative financing possibilities, including a replacement or significant revision of the Credit Facilities and the issuance of subordinated debt. However, there can be no assurance that the Company's efforts in this regard will be successful.

Market Risk

The Company is exposed to the impact of interest rate changes on borrowings, fluctuations in the functional currency of foreign operations 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. The Company periodically enters into derivatives to minimize foreign currency risks and the effects of changing raw material prices, but not for trading purposes.

The functional currency of all operations outside the United States is the respective local currency. Foreign currency translation effects are included in Accumulated other comprehensive income. The Company uses foreign currency forward exchange contracts, which typically expire within one year, to hedge transaction exposure related to assets and liabilities denominated in currencies other than the entities' functional currencies, including intercompany loans. Realized and unrealized gains and losses on foreign currency forward exchange contracts used to hedge the currency fluctuations on transactions denominated in foreign currencies and the offsetting realized and unrealized losses and gains on hedged transactions are recorded in Other income and expense. The Company had notional amounts of $69.5 million and $93.6 million of such foreign currency forward exchange contracts outstanding as of December 31, 2000 and 1999, respectively. As of December 31, 2000, total unrealized losses on these contracts were $0.3 million. As of December 31, 1999, total unrealized gains on these contracts were $3.4 million.

The Company also uses foreign currency forward exchange contracts, which typically expire within one year, to reduce the exchange rate risk related to certain forecasted foreign currency transactions. The carrying amounts of these contracts are adjusted to their market values at each balance sheet date with the offset recorded in Other income and expense. The Company had notional amounts of $276.7 million and $156.5 million of such foreign currency forward exchange contracts outstanding as of December 31, 2000 and 1999, respectively, which are being used for the purpose described above. As of December 31, 2000 and 1999, total unrealized gains on these contracts were $2.3 million and $4.5 million, respectively.

The Company conducted sensitivity analyses of its derivatives and other financial instruments assuming the following: (i) a one percentage point adverse change in interest rates on outstanding borrowings; (ii) a ten percent adverse change in foreign currency exchange rates; and (iii) a ten percent adverse change in the purchase price of natural gas, ammonia and sulphur from their actual levels at December 31, 2000. Holding all other variables constant, the hypothetical adverse changes would not materially affect the Company's financial position. 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 the Company's financial structure.

Contingencies

See Note 16 of Notes to Consolidated Financial Statements.

Environmental, Health and Safety Matters

The Company's Program

The Company has adopted the following Environmental, Health and Safety (EHS) Policy (Policy):

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

This Policy is the cornerstone of the Company's comprehensive EHS plan (EHS Plan) to achieve sustainable, predictable and verifiable EHS performance. Integral elements of the EHS Plan include: (i) improving the Company's EHS procedures and protocols; (ii) upgrading its related facilities and staff; (iii) performing baseline and verification audits; (iv) formulating EHS improvement plans; and (v) assuring management accountability. The Company has phased-in implementation of this EHS Plan and each facility is in a different stage of EHS Plan integration. The Company conducts audits to measure the extent of each facility's implementation of the EHS Plan and to confirm that each facility has achieved regulatory compliance, implemented continuous EHS improvement and integrated EHS management systems into day-to-day business functions.

The Company produces and distributes crop and animal nutrients, salt and deicing products, boron-based chemicals and sodium-bicarbonate. These activities subject the Company 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 the Company 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 the Company's 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. The Company intends to respond to these regulatory requirements at the appropriate time by implementing necessary modifications to facilities or operating procedures.

The Company 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 $55.8 million, primarily related to: (i) modification or construction of wastewater treatment areas in Florida and New Mexico; (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, the Company expects environmental capital expenditures will be approximately $53.7 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 the Company's contingent liability arising from EHS matters, taking into account established reserves, will not have a material adverse effect on the Company's financial position or results of operations.

Product Requirements and Impacts

International, federal, state and provincial standards: (i) require registration of many Company 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 the Company. 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 the Company or its customers. At this stage, it is the opinion of management that the potential impact of these standards on the market for the Company's products or on the expenditures that may be necessary to meet new requirements will not have a material adverse effect on the Company's financial position or results of operations.

Operating Requirements and Impacts

Permitting - The Company 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 the Company's ability to continue operations at the affected facility. Expansion of Company operations also is predicated upon securing the necessary environmental or other permits or approvals. For instance, over the next two to six years, PhosFeed 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 100.0 million tons of phosphate rock reserves. For years, the Company 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 the Company.

Mining Operations - At its solution mining facility in Searles Valley, California, Chemicals has undertaken negotiations to resolve separate notices of violation issued by both the California Department of Fish & Game (DFG) and the Lahontan Regional Water Quality Control Board (RWQCB). These notices of violation respectively allege that Chemicals' discharge of depleted but saline brine to the surface of Searles Lake has negatively impacted migratory birds as well as the ability of Searles Lake to satisfy applicable water quality designations. In addition, the RWQCB has issued orders to the facility that require the implementation of new control measures to limit the discharge of hydrocarbons and potentially other non-native materials to the lake. Chemicals is challenging the lake's water quality designations, has filed an appeal of the RWQCB orders, is negotiating with both the DFG and the RWQCB to resolve potential enforcement actions for alleged past violations, and has begun to investigate and institute corrective measures to restrict the discharge of hydrocarbons and to discourage birds from using the lake. Although it is anticipated that one or both agencies will impose fines or penalties for past regulatory violations, it is not presently possible to estimate the cost to Chemicals related to the agency investigations or any subsequent orders for future work.

Management of Residual Materials - Mining and processing potash, salt and phosphate generates residual materials that must be managed. Potash tailings, which contain primarily salt, iron and clay, are stored in surface disposal sites. Salt residuals are managed in piles. Phosphate mining residuals, such as overburden and sand tailings, are used in reclamation, while clay residuals are deposited in clay ponds. Phosphate processing generates phosphogypsum that is stored in phosphogypsum stack systems. The Company has incurred and will continue to incur significant costs to manage its potash, salt and phosphate residual materials in accordance with environmental laws, regulations and permit requirements.

For potash and salt residuals in Saskatchewan, the Department of Environmental and Resource Management (Department) has required all mine operators to obtain approval of facility decommissioning and reclamation plans (Plans) that will apply once mining operations at any facility are terminated. These Plans must specify procedures for decommissioning all mine facilities and for handling potash and salt residual materials, including salt piles and potash tailings management areas. As part of these Plans, the Department requires operators to provide financial assurance that the Plans will be carried out. On July 5, 2000, the Department approved, with comments, the decommissioning plans submitted by Potash for each of its facilities. Under this approval, by July 5, 2001, Potash must post a financial assurance mechanism, such as a letter of credit, that will cover the estimated $2.0 million to $3.0 million cost of operating its tailings management areas for approximately two years. This financial assurance must remain in effect until July 5, 2005. Potash and the rest of the industry are cooperating with the Department to evaluate technically feasible, cost-effective and environmentally responsible disposal options for tailings material to correct, by July 5, 2005, any of the Plans' deficiencies noted by the Department. Final costs for decommissioning in accordance with the Plans are likely to be significant. However, the Company does not anticipate expending such funds in the foreseeable future because: (i) facility closure and decommissioning is not imminent given the anticipated life of the Company's mines; (ii) regulatory disagreement over and advances in tailings management technology have resulted in deferral of the Plans' implementation; and (iii) the Company will not be required to provide financial assurance until an appropriate assurance mechanism has been specified by the Department. For these reasons, the Company cannot predict with certainty the financial impact of these decommissioning requirements on the Company.

Restructuring Charges

In connection with the Company's Rightsizing Program, PhosFeed 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 Company permits. These activities were estimated to cost $41.0 million, for which reserves have been established. Although the Company 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 Company Facilities - Many of the Company's formerly owned or current 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; salt and by-product or process tailings at these facilities by the Company and predecessor operators have resulted in soil, surface water and groundwater contamination. In addition, through the Company's merger in December 1997 with Freeport-McMoRan, Inc. (FTX) (FTX Merger), the Company assumed responsibility for contamination at some crop nutrient facilities that were owned or operated by FTX, PLP or their predecessors.

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 the Company to undertake or fund cleanup efforts. In some instances, the Company 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, the Company 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 the Company could be required in the future to remediate the contamination at these or at other current or former sites.

For further discussion of remedial activities, see Note 16 of Notes to Consolidated Financial Statements.

Remediation at Third-Party Facilities - Along with impacting the sites at which the Company has operated, parties have alleged that the Company's historic operations have resulted in contamination to neighboring off-site areas or third-party facilities. In some instances, the Company 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. The Company's remedial liability at these sites, either alone or in the aggregate, currently is not expected to be material. As more information is obtained regarding these sites, this expectation could change.

For further discussion of off-site remedial activities, see Note 16 of Notes to Consolidated Financial Statements.

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 who are considered to have contributed to the release of "hazardous substances" into the environment. Currently, the Company is involved or concluding involvement at less than five Superfund or equivalent state sites. The Company's 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.

Oil and Gas

Through the FTX Merger, the Company assumed responsibility for contamination and environmental impacts at a significant number of oil and gas facilities that were businesses operated by FTX, PLP or their predecessors. The Company is currently involved in three such claims, which allege contamination resulting from disposal of oil and gas residual materials. The Company's liability for these claims, either alone or in the aggregate, taking into account established reserves, is not expected to have a material adverse effect on the Company's financial position or results of operations. As more information is obtained regarding these claims or as new claims arise, this expectation could change.

Recently Issued Accounting Guidance

In December 1999, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) No. 101, Revenue Recognition in Financial Statements, which provides guidance regarding revenue recognition in financial statements. SAB No. 101 was effective for the fourth quarter of 2000. The Company performed a comprehensive review of its revenue recognition policies and determined that it is in compliance with SAB No. 101.

In June 1998, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative Instruments and Hedging Activities, subsequently amended by SFAS No. 137 and SFAS No. 138, which require companies to adopt its provisions on January 1, 2001. The adoption of SFAS No. 133 will not have a material impact on the Company's financial statements.

In the fourth quarter of 2000, the Company adopted the provisions of EITF Issue No. 00-10, which requires shipping and handling costs to be included in Cost of goods sold in the Consolidated Statement of Operations. Prior to adoption of EITF No. 00-10, the Company included these costs as a reduction of Net sales. Adoption of EITF No. 00-10 had no impact on gross margin dollars. The Consolidated Statement of Operations has been restated for all prior periods to reflect the reclassification of shipping and handling costs in compliance with EITF No. 00-10.

EITF Issue No. 00-19, Determination of Whether Share Settlement is Within Control of the Issuer for Purposes of Applying Issue No. 96-13, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Own Stock, which is effective June 30, 2001, will require the Company to account for its equity forward contract as an asset or liability and reflect changes in value of the contract in the Consolidated Statement of Operations.

Forward-Looking Statements

All statements, other than statements of historical fact, contained within Management's Discussion and Analysis of Financial Condition and Results of Operations constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.

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, the following: general business and economic conditions and governmental policies affecting the agricultural industry in localities where the Company or its customers operate; weather conditions; the impact of competitive products; pressure on prices realized by the Company for its products; constraints on supplies of raw materials used in manufacturing certain of the Company's 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 the Company; success in implementing the Company's various initiatives including the divestitures of Chemicals, Salt and Ogden; and other risk factors reported from time to time in the Company's SEC reports.

Report of Management

The management of IMC Global Inc. has the responsibility for the preparation of all information contained in the Annual Report. The financial statements, including footnotes, have been prepared in accordance with generally accepted accounting principles and include amounts based on the best judgment of management.

In meeting its responsibilities for the accuracy, integrity and objectivity of data in the financial statements, management maintains a system of internal accounting controls designed to provide reasonable assurance of the reliability of financial records and the safeguarding of assets. This system includes an appropriate division of responsibility and is documented by written policies and procedures that are communicated to employees with significant roles in the financial reporting process. There are limits inherent in all systems of internal control based on the recognition that the cost of such systems should be related to the benefits to be derived. Management believes the Company's systems provide an appropriate balance.

The control environment is complemented by an internal auditing program, comprised of internal and external business advisors who independently assess the effectiveness of the internal controls and report findings to management. The group delivers increased value by aligning with the business objectives to reduce risk and create cost efficiencies. The Company's independent public accountants, Ernst & Young LLP (Ernst &Young), are engaged to audit and express an opinion on the Company's financial statements. Their audit was conducted in accordance with auditing standards generally accepted in the United States and included consideration of the Company's internal control system. Management has made available to Ernst & Young all of the Company's financial records and related data, as well as minutes of the meetings of the Board of Directors. Management believes that all representations made to Ernst & Young were valid and appropriate.

The Audit Committee of the Board of Directors, which is comprised entirely of non-employee directors, is responsible for monitoring the Company's financial reporting process. The Audit Committee meets regularly with management, the internal auditors and Ernst & Young, jointly and separately, to review financial reporting matters, internal accounting controls and audit results to assure that all parties are properly fulfilling their responsibilities. Both Ernst & Young and the internal auditors have unrestricted access to the Audit Committee.

J. Bradford James	Anne M. Scavone
Executive Vice President and Chief Financial Officer	Vice President and Controller

 Report of Independent Auditors

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

We have audited the accompanying consolidated balance sheet of IMC Global Inc. as of December 31, 2000 and 1999 and the related consolidated statements of operations, cash flows and stockholders' equity for each of the three years in the period ended December 31, 2000. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of IMC Global Inc. as of December 31, 2000 and 1999, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2000, in conformity with accounting principles generally accepted in the United States.

As discussed in Note 2 to the financial statements, effective October 1, 1999, the Company changed its method for assessing the recoverability of goodwill. In addition, as discussed in Note 1 to the financial statements, the Company changed its method of accounting for start-up activities in 1999 to conform with American Institute of Certified Public Accountants Statement of Position 98-5.

Ernst & Young LLP
Chicago, Illinois
January 30, 2001,
      except for Note 4, as to which the date is February 28, 2001

Consolidated Statement of Operations
In millions, except per share amounts

	Year ended December 31
	2000	1999	1998
Net sales	$2,095.9	$2,282.9	$2,403.6
Cost of goods sold	1,763.8	1,843.5	1,768.6
Gross margins	332.1	439.4	635.0
Selling, general and administrative expenses	102.7	127.8	123.0
Goodwill write-down	-	432.0	-
Restructuring activity	(1.2)	163.3	162.3
Operating earnings (loss)	230.6	(283.7)	349.7
Interest expense	112.6	111.4	104.7
Other income, net	(0.7)	(4.2)	(9.1)
Earnings (loss) from continuing operations before minority interest	118.7	(390.9)	254.1
Minority interest	(12.4)	(0.1)	24.4
Earnings (loss) from continuing operations before income taxes	131.1	(390.8)	229.7
Provision for income taxes	46.8	141.3	99.9
Earnings (loss) from continuing operations	84.3	(532.1)	129.8
Discontinued operations:
Earnings (loss) from discontinued operations	6.2	(122.5)	(18.9)
Estimated loss on disposal	(435.5)	(111.7)	(122.9)
Total loss from discontinued operations	(429.3)	(234.2)	(141.8)
Loss before extraordinary item and cumulative effect of   a change in accounting principle	(345.0)	(766.3)	(12.0)
Extraordinary gain - debt retirement	-	0.5	3.0
Cumulative effect of a change in accounting principle	-	(7.5)	-
Net loss	$  (345.0) ======	$  (773.3) ======	$     (9.0) ======
Basic and diluted earnings (loss) per share:
Earnings (loss) from continuing operations	$      0.73	$    (4.64)	$     1.13
Total loss from discontinued operations	(3.73)	(2.04)	(1.24)
Extraordinary gain - debt retirement	-	-	0.03
Cumulative effect of a change in accounting principle	-	(0.07)	-
Net loss per share	$     (3.00) =======	$    (6.75) ======	$   (0.08) ======
Basic weighted average number of shares outstanding	114.4	114.5	114.2
Diluted weighted average number of shares outstanding	114.8	114.5	114.8

See Notes to Consolidated Financial Statements

Consolidated Balance Sheet
In millions, except share amounts

	December 31
	2000	1999
Assets
Current assets:
Cash and cash equivalents	$     84.5	$     80.8
Receivables, net	35.0	254.2
Note receivable from affiliate	47.5	-
Inventories, net	332.6	439.6
Deferred income taxes	84.4	135.3
Other current assets	8.9	18.0
Total current assets	592.9	927.9
Property, plant and equipment, net	2,345.8	3,250.7
Net assets of discontinued operations held for sale	751.9	301.5
Other assets	571.0	715.8
Total assets	$4,261.6  ======	$5,195.9  ======
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$   201.3	$   200.9
Accrued liabilities	211.7	260.1
Short-term debt and current maturities of long-term debt	217.5	29.9
Total current liabilities	630.5	490.9
Long-term debt, less current maturities	2,143.1	2,518.7
Deferred income taxes	291.6	589.6
Other noncurrent liabilities	521.0	516.6
Stockholders' equity:
Common stock, $1 par value, authorized 300,000,000 shares; issued   125,185,301 and 125,163,572 shares in 2000 and 1999, respectively	125.2	125.2
Capital in excess of par value	1,692.2	1,698.1
Accumulated deficit	(790.0)	(411.1)
Accumulated other comprehensive income	(58.6)	(37.3)
Treasury stock, at cost, 10,413,385 and 10,676,276 shares in 2000   and 1999, respectively	(293.4)	(294.8)
Total stockholders' equity	675.4	1,080.1
Total liabilities and stockholders' equity	$4,261.6  ======	$5,195.9  ======

See Notes to Consolidated Financial Statements

Consolidated Statement of Cash Flows
In millions

	Year ended December 31
	2000	1999	1998
Cash Flows from Operating Activities
Net loss	$   (345.0)	$   (773.3)	$     (9.0)
Adjustments to reconcile net loss to net cash provided by   operating activities:
Depreciation, depletion and amortization	171.6	232.5	251.7
Estimated losses on disposal of businesses	435.5	111.7	122.9
Goodwill write-down	-	521.2	-
Restructuring charges, net of cash paid	-	116.5	144.0
Minority interest	(12.4)	(2.5)	14.1
Deferred income taxes	(21.1)	136.4	2.9
Other charges and credits, net	(134.1)	48.4	(38.4)
Changes in:
Receivables	138.9	88.4	(18.2)
Note receivable from affiliate	(47.5)	-	-
Inventories	(8.4)	68.8	(81.4)
Other current assets	147.4	(14.2)	(9.4)
Accounts payable	83.4	(11.3)	(64.9)
Accrued liabilities	(25.3)	(59.3)	(79.8)
Net current assets of discontinued operations	(19.6)	(4.9)	34.6
Net cash provided by operating activities	363.4	458.4	269.1
Cash Flows from Investing Activities
Capital expenditures	(118.1)	(248.4)	(367.6)
Acquisitions, net of cash acquired	-	(9.1)	(393.3)
Proceeds from sale of businesses	-	295.9	44.8
Proceeds from sale of investment	-	12.8	-
Proceeds from sale of property, plant and equipment	4.4	17.9	6.4
Net cash provided by (used in) investing activities	(113.7)	69.1	(709.7)
Net cash provided (used) before financing activities	249.7	527.5	(440.6)
Cash Flows from Financing Activities
Cash distributions to unitholders of PLP	(4.5)	(21.5)	(11.0)
Payments of long-term debt	(719.0)	(189.7)	(1,303.1)
Proceeds from issuance of long-term debt, net	546.0	80.4	2,370.2
Changes in short-term debt, net	(15.0)	(392.3)	(522.3)
Cash distributions to Vigoro Corporation preferred stockholders	(28.2)	-	-
Decrease in securitization of accounts receivable, net	-	-	(61.5)
Cash dividends paid	(26.3)	(36.6)	(36.6)
Other	1.0	2.4	5.8
Net cash provided by (used in) financing activities	(246.0)	(557.3)	441.5
Net change in cash and cash equivalents	3.7	(29.8)	0.9
Cash and cash equivalents - beginning of year	80.8	110.6	109.7
Cash and cash equivalents - end of year	$      84.5  ======	$      80.8  ======	$    110.6  ======

See Notes to Consolidated Financial Statements

Consolidated Statement of Stockholders' Equity
In millions, except per share amounts

	Outstanding shares	Common stock	Capital in excess of par value	Retained earnings (accumulated deficit)	Accumulated other comprehensive income	Treasury stock	Total stockholders' equity	Comprehensive income (loss)
Balance as of December 31, 1997	114.0	$  124.6	$1,690.3	$   446.2	$    (30.8)	$  (294.6)	$1,935.7	$ 49.3
Net loss	-	-	-	(9.0)	-	-	(9.0)	(9.0)
Foreign currency translation adjustment	-	-	-	-	(35.5)	-	(35.5)	(35.5)
Dividends ($0.32 per share)	-	-	-	(36.6)	-	-	(36.6)
Other	0.3	0.4	7.0	-	-	(1.6)	5.8	_______
Balance as of December 31, 1998	114.3	125.0	1,697.3	400.6	(66.3)	(296.2)	1,860.4	(44.5)
Net loss	-	-	-	(773.3)	-	-	(773.3)	(773.3)
Foreign currency translation adjustment	-	-	-	-	29.0	-	29.0	29.0
Dividends ($0.32 per share)	-	-	-	(36.6)	-	-	(36.6)
Other	0.2	0.2	0.8	(1.8)	-	1.4	0.6	_______
Balance as of December 31, 1999	114.5	125.2	1,698.1	(411.1)	(37.3)	(294.8)	1,080.1	(744.3)
Net loss	-	-	-	(345.0)	-	-	(345.0)	(345.0)
Foreign currency translation adjustment	-	-	-	-	(21.3)	-	(21.3)	(21.3)
Dividends ($0.32 per share)	-	-	-	(35.0)	-	-	(35.0)
Other	0.3	-	(5.9)	1.1	-	1.4	(3.4)	_______
Balance as of December 31, 2000	144.8 =====	$ 125.2 ======	$1,692.2  =======	$ (790.0) ======	$   (58.6) =======	$  (293.4) =======	$    675.4 =======	$ (366.3) =======

See Notes to Consolidated Financial Statements

Notes to Consolidated Statements
In millions, except per share amounts

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

IMC is a producer and distributor of crop nutrients and animal feed ingredients to the domestic and international agricultural community.

Basis of Presentation

The consolidated financial statements include the accounts of the Company and all subsidiaries which are more than 50.0 percent owned and controlled. Prior to its disposition in the fourth quarter of 1999, the Company's interest in a multi-year oil and natural gas exploration program with McMoRan Exploration Company (MMR) (Exploration Program) was proportionately consolidated by PLP at a rate of 56.4 percent of the exploration costs and 47.0 percent of the profits derived from oil and gas producing properties. All significant intercompany accounts and transactions are eliminated in consolidation. Certain amounts in the consolidated financial statements for periods prior to December 31, 2000 have been reclassified to conform to the current presentation.

As discussed in more detail in Note 4, Chemicals, Salt, Ogden, AgriBusiness and the Company's oil and gas business have been presented as discontinued operations.

Use of Estimates

Management is required to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Revenue Recognition

Revenue is recognized by the Company upon the transfer of title to the customer, which is generally at the time product is shipped. For certain export shipments, transfer of title occurs outside of the United States.

In December 1999, the SEC issued SAB No. 101, which provides guidance regarding revenue recognition in financial statements. The Company performed a comprehensive review of its revenue recognition policies and determined that it is in compliance with SAB No. 101.

Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Concentration of Credit Risk

Domestically, the Company sells its products to manufacturers, distributors and retailers primarily in the midwestern and southeastern United States. Internationally, the Company's phosphate and potash products are sold primarily through two North American export associations. No single customer or group of affiliated customers accounted for more than ten percent of the Company's net sales in any year during the three year period ended December 31, 2000.

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

Property, Plant and Equipment/Other Assets

Property (including mineral deposits), plant and equipment, including assets under capital leases, are carried at cost. Cost of significant assets includes capitalized interest incurred during the construction and development period. Expenditures for replacements and improvements are capitalized; maintenance and repair expenditures, except for repair and maintenance overhauls (Turnarounds), are charged to operations when incurred. Expenditures for Turnarounds are deferred when incurred and amortized into Cost of goods sold on a straight-line basis, generally over an 18-month period. Turnarounds are large-scale maintenance projects that are performed regularly, usually every 18 to 24 months. Turnarounds are necessary to maintain the operating capacity and efficiency rates of the production plants. The deferred portion of the Turnaround expenditures is classified in Other assets.

Depreciation and depletion expenses for mining operations, including mineral deposits, are determined using the units-of-production method based on estimates of recoverable reserves. Other asset classes or groups are depreciated or amortized on a straight-line basis over their estimated useful lives as follows: buildings, ten to 45 years; machinery and equipment, three to 25 years; and leasehold improvements, over the lesser of the remaining useful life of the asset or the remaining term of the lease.

Goodwill, representing the excess of purchase cost over the fair value of net assets of acquired companies, is generally amortized using the straight-line method over 40 years. At December 31, 2000 and 1999, goodwill, included in Other assets, totaled $329.3 million and $535.9 million, respectively (Notes 2 and 6)

Using the methodology prescribed in SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, the Company reviews long-lived assets and the related intangible assets for impairment whenever events or changes in circumstances indicate the carrying amounts of such assets may not be recoverable. Once an indication of a potential impairment exists, recoverability of the respective assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate, to the carrying amount, including associated intangible assets, of such operation. If the operation is determined to be unable to recover the carrying amount of its assets, then intangible assets are written down first, followed by the other long-lived assets of the operation, to fair value. Fair value is determined based on discounted cash flows or appraised values, depending upon the nature of the assets.

Accrued Environmental Costs

The Company produces and distributes crop and animal nutrients, salt and deicing products, boron-based chemicals and sodium-bicarbonate. These activities subject the Company 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 the Company 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 the Company's facilities; (vi) disposal of hazardous and solid wastes; and (vii) post-mining land reclamation. Compliance with these laws often requires the Company to incur costs. The Company has contingent environmental liabilities that arise from three sources: (i) facilities currently or formerly owned by the Company or its predecessors; (ii) facilities adjacent to currently or formerly owned facilities; and (iii) third-party Superfund sites. At facilities currently or formerly owned by the Company or its corporate predecessors, including FTX, PLP and their corporate predecessors, the historical use and handling of regulated chemical substances, crop and animal nutrients and additives, salt and by-product or process tailings, have resulted in soil and groundwater contamination, sometimes requiring the Company to undertake or fund cleanup efforts.

Of the environmental costs discussed above, the following environmental costs are charged to operating expense: fines, penalties and certain remedial action to address violations of the law; remediation of properties that are currently or were formerly owned or operated by the Company, or its predecessors, when those properties do not contribute to current or future revenue generation; and liability for remediation of facilities adjacent to currently or formerly owned facilities or for third-party Superfund sites. Contingent environmental liabilities are recorded for environmental investigatory and non-capital remediation costs at identified sites when litigation has commenced or a claim or assessment has been asserted or is imminent and the likelihood of an unfavorable outcome is probable. The Company cannot determine the cost of any remedial action that ultimately may be required at unknown sites, sites currently under investigation, sites for which investigations have not been performed, or sites at which unanticipated conditions are discovered.

Derivatives
The Company is exposed to the impact of interest rate changes on borrowings, fluctuations in the functional currency of foreign operations 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. The Company periodically enters into derivatives in order to minimize foreign currency risks and the effects of changing raw material prices, but not for trading purposes.

The functional currency of all operations outside the United States is the respective local currency. Foreign currency translation effects are included in Accumulated other comprehensive income. The Company uses foreign currency forward exchange contracts, which typically expire within one year, to hedge transaction exposure related to assets and liabilities denominated in currencies other than the entities' functional currencies, including intercompany loans. Realized and unrealized gains and losses on foreign currency forward exchange contracts used to hedge the currency fluctuations on transactions denominated in foreign currencies and the offsetting realized and unrealized losses and gains on hedged transactions are recorded in other income and expense. The Company had notional amounts of $69.5 million and $93.6 million of such foreign currency forward exchange contracts outstanding as of December 31, 2000 and 1999, respectively. As of December 31, 2000, total unrealized losses on these contracts were $0.3 million. As of December 31, 1999, total unrealized gains on these contracts were $3.4 million.

The Company also uses foreign currency forward exchange contracts, which typically expire within one year, to reduce the exchange rate risk related to certain forecasted foreign currency transactions. The carrying amount of these contracts are adjusted to their market values at each balance sheet date with the offset recorded in Other income and expense. The Company had notional amounts of $276.7 million and $156.5 million of such foreign currency forward exchange contracts outstanding as of December 31, 2000 and 1999, respectively, which are being used for the purpose described above. As of December 31, 2000 and 1999, total unrealized gains on these contracts were $2.3 million and $4.5 million, respectively.

Recently Issued Accounting Guidance
Derivative Instruments and Hedging Activities

In June 1998, the FASB issued SFAS No. 133, subsequently amended by SFAS No. 137 and SFAS No. 138, which require companies to adopt its provisions on January 1, 2001. The adoption of SFAS No. 133 will not have a material impact on the Company's financial statements.

Shipping and Handling Fees and Costs

In the fourth quarter of 2000, the Company adopted the provisions of EITF No. 00-10, which requires shipping and handling costs to be included in Cost of goods sold in the Consolidated Statement of Operations. Prior to adoption of EITF No. 00-10, the Company included these costs as a reduction of Net sales. Adoption of EITF No. 00-10 has no impact on gross margin dollars. The Consolidated Statement of Operations has been restated for all prior periods to reflect the reclassification of shipping and handling costs in compliance with EITF No. 00-10.

Costs of Start-up Activities

In April 1998, the American Institute of Certified Public Accountants issued Statement of Position (SOP) 98-5, which mandated that costs related to start-up activities be expensed as incurred, effective January 1, 1999. Prior to the adoption of SOP 98-5, the Company capitalized its start-up costs (i.e., pre-operating costs). The Company adopted the provisions of SOP 98-5 in its financial statements beginning January 1, 1999 and, accordingly, recorded a charge for the cumulative effect of an accounting change of $7.5 million, or $0.07 per share, after tax and minority interest, in order to expense start-up costs that had been previously capitalized.

Derivative Instruments Indexed to, and Potentially Settled in, a Company's Own Stock

EITF Issue No. 00-19, which is effective June 30, 2001, will require the Company to account for its equity forward contract as an asset or liability and reflect changes in value of the contract in the Consolidated Statement of Operations.

2.   CHANGE IN ACCOUNTING FOR GOODWILL

Effective October 1, 1999, the Company elected to change its method for assessing the recoverability of goodwill (not associated with impaired assets) from one based on undiscounted cash flows to one based on discounted cash flows. The Company believes that using the discounted cash flow approach to assess the recoverability of goodwill is preferable because it is consistent with the methodology used by the Company to evaluate investment decisions (acquisitions and capital projects) and takes into account the specific and detailed operating plans and strategies as well as the timing of cash flows of each business. The discount rate used in determining discounted cash flows was a rate corresponding to the Company's weighted-average cost of capital. This change represents a change in accounting principle, which is indistinguishable from a change in estimate.

As a result of the change to a discounted cash flow methodology, the Company recorded a non-cash write-down of goodwill of $521.2 million, or $4.55 per share, in the fourth quarter of 1999. The non-cash write-down consisted of $432.0 million, or $3.77 per share, for continuing operations and $89.2 million, or $0.78 per share, for discontinued operations. This charge represented the amount required to write-down the carrying amount of goodwill to the Company's estimate, as of October 1, 1999, of the estimated future discounted cash flows of the businesses to which the goodwill relates using the methodology described below.

Effective October 1, 1999, the Company's accounting policy for assessing the recoverability of goodwill is as follows:

The Company evaluates the recoverability of goodwill by estimating the future discounted cash flows of the businesses to which the goodwill relates. This evaluation is made whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Estimated cash flows are determined by disaggregating the Company's business segments to an operational and organizational level for which meaningful identifiable cash flows can be determined. When estimated future discounted cash flows are less than the carrying amount of the net long-lived assets (tangible and identifiable intangible) and related goodwill, impairment losses of goodwill are charged to operations. Impairment losses, limited to the carrying amount of goodwill, represent the excess of the sum of the carrying amount of the net long-lived assets (tangible and identifiable intangible) and goodwill in excess of the discounted cash flows of the business being evaluated. In determining the estimated future cash flows, the Company considers current and projected future levels of income as well as business trends, prospects, and market and economic conditions. Prior to October 1, 1999, the assessment of recoverability and measurement of impairment of goodwill was based on undiscounted cash flows.

3.  RESTRUCTURING AND OTHER CHARGES

Restructuring Charges

During the fourth quarter of 1999, the Company announced and began implementing the Rightsizing Program which was designed to simplify and focus the Company's core businesses. The key components of the Rightsizing Program were: (i) the shutdown and permanent closure of the Nichols and Payne Creek facilities at PhosFeed resulting from an optimization program to reduce rock and concentrate production costs through higher utilization rates at the lowest-cost facilities; (ii) an asset rightsizing program at Potash resulting from a recently revised mine plan; and (iii) corporate and business unit headcount reductions. In conjunction with the Rightsizing Program, the Company recorded a continuing operations restructuring charge of $167.1 million, $89.3 million after tax and minority interest, or $0.78 per share, in the fourth quarter of 1999. Restructuring charges of $11.9 million, $6.3 million after tax, or $0.05 per share, for discontinued operations were also recorded in the fourth quarter of 1999.

During the fourth quarter of 1998, the Company developed and began execution of Project Profit. Project Profit was comprised of four major initiatives: (i) the combination of certain activities within the Potash and PhosFeed business units in an effort to realize certain operating and staff function synergies; (ii) restructuring of the phosphate rock mining, concentrated phosphate operations and processes in an effort to reduce costs; (iii) simplification of the current business activities by eliminating businesses not deemed part of the Company's core competencies; and (iv) reduction of operational and corporate headcount. In conjunction with Project Profit, the Company recorded a continuing operations restructuring charge of $179.5 million, $113.0 million after tax, or $0.98 per share, in the fourth quarter of 1998. Restructuring charges of $13.8 million, $10.0 million after tax, for discontinued operations were also recorded in the fourth quarter of 1998.

Activity related to accruals from continuing operations for both the Rightsizing Program and Project Profit in 2000 was as follows:

	Accrual as of January 1, 2000	Cash Paid	Accrual as of December 31, 2000
Non-employee exit costs:
Demolition and closure costs	$    69.2	$    27.4	$    41.8
Idled leased transportation equipment	8.8	4.4	4.4
Other	7.5	5.7	1.8
Employee headcount reductions:
Severance benefits	25.4	22.0	3.4
Total	$  110.9 =====	$    59.5 =====	$   51.4 =====

The activity related to accruals for the Company's restructuring programs during 1999 consisted of a beginning balance of $66.9 million from Project Profit reduced by cash payments of $31.2 million and increased by $75.2 million from the Rightsizing Program.

Non-Employee Exit Costs

As a result of the decision to permanently close certain facilities and production operations described above, the Company recorded closure costs for demolition activities and incremental environmental land reclamation of the surrounding mined-out areas. All facilities were closed and the Company expects all demolition, closure and reclamation activities to be completed by the end of 2010.

Additionally, the Company decided to discontinue the transportation of ammonia from Louisiana to its phosphate operations in Florida. As a result, the Company recorded a charge for the net present value of costs associated with permanently idling leased equipment used in the transportation of ammonia from Louisiana. The equipment lease will expire in 2002.

Employee Headcount Reductions

As part of the Rightsizing Program and Project Profit, headcount reductions were implemented throughout the Company. The majority of these reductions were a result of the closing and/or exiting of production operations, as discussed above. A total of 1,767 employees were terminated and had left the Company as of December 31, 2000.

All restructuring charges were recorded as a separate line item on the Consolidated Statement of Operations, except for finished goods inventory write-downs of $17.2 million and $3.8 million in 1998 and 1999, respectively, which were recorded in Cost of goods sold.

Other Charges

During the fourth quarter of 1999, and in connection with the Rightsizing Program, the Company undertook a detailed review of its accounting records and valuation of various assets and liabilities. As a result, the Company recorded a special charge from continuing operations of $52.7 million, $31.4 million after tax and minority interest, or $0.27 per share, related to asset write-offs and environmental accruals. Of the $52.7 million charge, $32.1 million was included in Cost of goods sold and $20.6 million was included in Selling, general and administrative expenses.

4.   DISCONTINUED OPERATIONS

Salt and Ogden

On February 28, 2001, the Company's Board of Directors authorized management to proceed with negotiations, on proposed terms, for the sale of Salt and Ogden. The Consolidated Statement of Operations has been restated to reflect the results of Salt and Ogden as discontinued operations in accordance with Accounting Principles Board Opinion (APB) No. 30, Reporting the Results of Operations. Based on anticipated proceeds and a June 30, 2001 completion date, the Company recorded an estimated loss on disposal of $611.7 million, $402.7 million after tax, in the fourth quarter of 2000.

For 2000, 1999 and 1998, Salt and Ogden's combined revenues were $494.2 million, $490.5 million and $274.8 million, respectively. The discontinued operations of Salt and Ogden resulted in tax expense of $8.7 million and $4.1 million in 2000 and 1999, respectively, and a tax benefit of $17.2 million in 1998.

Interest expense has been allocated to discontinued operating results based on the portion of third party debt that is specifically attributable to Salt and Ogden and amounted to $47.1 million, $43.1 million and $56.4 million in 2000, 1999 and 1998, respectively. In addition, $22.6 million of allocated interest expected to be incurred in 2001 was included in the estimated loss on sale.

Chemicals

In December 1999, the Company received Board of Director approval for a plan to sell the entire Chemicals business unit. The Company is currently in discussions with potential buyers regarding the sale of Chemicals, in whole or in parts, and anticipates completion of the sale of this business by June 30, 2001. An additional estimated loss on disposal of $49.1 million, $32.1 million after tax, was recorded in the fourth quarter of 2000. Estimated losses on disposal of $182.2 million, $134.3 million after tax, had been previously recorded in 1999 and 1998. The operating results of Chemicals have been reported as discontinued operations in the Consolidated Statement of Operations in accordance with APB No. 30. Interest expense has been allocated to discontinued operating results based on the portion of third party debt that is specifically attributable to Chemicals and amounted to $19.2 million, $27.6 million and $14.9 million in 2000, 1999 and 1998, respectively. In addition, $7.2 million of allocated interest expected to be incurred in 2001 was included in the estimated loss on sale.

For 2000, 1999 and 1998, Chemicals' revenues were $329.6 million, $461.8 million and $363.2 million, respectively. The discontinued operations of Chemicals resulted in a tax benefit of $10.4 million and $24.9 million in 2000 and 1999, respectively, and tax expense of $1.3 million in 1998.

Oil and Gas Operations

In the fourth quarter of 1999, the Company decided to discontinue its oil and gas business, which primarily consisted of PLP's interest in the Exploration Program. The Company sold its interest, through PLP, in the Exploration Program for proceeds of $32.0 million. The loss on disposal of $22.4 million, $6.7 million after tax and minority interest of $4.6 million and $11.1 million, respectively, was recorded in the fourth quarter of 1999. The operating results of the oil and gas business have been reported as discontinued operations in the Consolidated Statement of Operations in accordance with APB No. 30.

For 1999 and 1998, the revenues from oil and gas operations were $7.0 million and $1.3 million, respectively. The discontinued oil and gas business resulted in tax benefits of $8.1 million and $4.1 million in 1999 and 1998, respectively. In addition, $18.3 million, $10.8 million after tax, of environmental exit costs were recorded in 1999 as a result of additional information which became available to the Company in the fourth quarter concerning the Company's obligations with respect to previously owned oil and gas properties.

AgriBusiness
In April 1999, the Company sold its AgriBusiness retail and wholesale distribution business unit and received $263.9 million of proceeds which were used to reduce the amount of the Company's outstanding indebtedness. In accordance with APB No. 30, an estimated loss on disposal of $74.2 million, after tax, was recorded in the fourth quarter of 1998. The Company recorded an adjustment to the loss on disposal of $19.4 million, after tax, in the fourth quarter of 1999. The operating results of AgriBusiness have been included in the Consolidated Statement of Operations as discontinued operations. Interest expense has been allocated to discontinued operations based on the portion of the Company's short-term borrowing program that is specifically attributable to AgriBusiness and amounted to $13.2 million in 1998.

Revenues and income taxes associated with the discontinued operations of AgriBusiness for 1998 were $787.0 million and $2.9 million, respectively.

For financial reporting purposes, the assets and liabilities of discontinued operations to be sold, net of the estimated loss on disposal, have been classified as Net assets of discontinued operations held for sale and consisted of the following:

	December 31
	2000a	1999b
Assets:
Receivables, net	$  193.2	$  106.0
Inventories, net	137.0	50.7
Other current assets	4.0	4.0
Property, plant and equipment, net	595.6	231.7
Other assets	6.8	6.5
Total assets	936.6	398.9
Liabilities:
Accounts payable	103.4	55.9
Accrued liabilities	55.2	31.9
Other noncurrent liabilities	26.1	9.6
Total liabilities	184.7	97.4
Net assets of discontinued operations held for sale	$  751.9 =====	$  301.5 =====

a Represents net assets of Chemicals, Salt and Ogden held for sale.
^b Represents net assets of Chemicals held for sale.

5.   OTHER DIVESTITURES

In June 1998, the Company sold Vigoro for $44.8 million. In connection with this transaction, the Company recorded a special charge of approximately $14.0 million, $9.1 million after tax benefits. Of the $14.0 million charge, $4.1 million was included in Cost of goods sold and $9.9 million was included in Selling, general and administrative expenses.

6.   ACQUISITIONS

In April 1998, the Company acquired Harris Chemical Group, Inc. (Harris) for approximately $1.4 billion (Harris Acquisition). Under the terms of the Harris Acquisition, the Company purchased all Harris equity for approximately $450.0 million in cash and assumed approximately $1.0 billion of debt. The Harris Acquisition was accounted for under the purchase method of accounting and, accordingly, results of operations for Harris have been included in the Company's Consolidated Statement of Operations since the date of acquisition. Total liabilities assumed in the Harris Acquisition were $1.6 billion. The purchase price was allocated to acquired assets and liabilities based on estimated fair values at the date of acquisition. This allocation resulted in an excess of purchase price over identifiable net assets acquired, or goodwill, of $326.0 million being recorded at the time of acquisition.

7.   MINORITY INTEREST

Minority interest is largely comprised of the public unitholder's interest in PLP (majority-owned and consolidated by the Company since the FTX Merger), including an effective 21.1 percent minority interest in IMC Phosphates.

8.  EARNINGS PER SHARE

Common shares issuable upon the exercise of options and warrants were not included in the computation of diluted earnings per share in 1999 because the Company incurred a net loss from continuing operations and, therefore, the effect of their inclusion would have been antidilutive. The difference between the number of basic and diluted weighted average shares outstanding as of December 31, 2000, 1999 and 1998 was due to dilutive employee stock options.

9.   DETAIL OF CERTAIN BALANCE SHEET ACCOUNTS

Receivables:
	2000	1999
Trade	$  160.1	$  235.1
Non-trade	33.1	25.0
	193.2	260.1
Less: Allowances	5.6	5.9
Receivable interests sold, net	152.6	-
Receivables, net	$    35.0 =====	$  254.2 =====

The decrease in Receivables was primarily due to receivable interests sold, as shown above, as well as the presentation of Salt and Ogden as discontinued operations in 2000 (Note 4). The carrying amount of accounts receivable was equal to the estimated fair value of such assets due to their short maturity.

In September 2000, the Company entered into an accounts receivable securitization facility (Securitization Facility) which expires on September 28, 2001, unless extended by the Company, and, in any event, no later than September 26, 2003. The Securitization Facility allows the Company to sell without recourse, on an on-going basis, certain of its trade accounts receivable to a wholly-owned unconsolidated special purpose entity (SPE). The SPE in turn may sell an interest in such receivables to a financial conduit for up to a $100.0 million net investment. The proceeds received by the SPE from the financial conduit are used to pay the Company for a portion of the purchase price of the receivables. The SPE pays for the remainder of the purchase price of the receivables through the issuance of notes payable to the Company, which bear interest at the Federal Funds Rate (6.50% as of December 31, 2000) and are due no later than one year after the termination of the Securitization Facility .

As of December 31, 2000, the outstanding balance of trade accounts receivable, net of allowances, sold to the SPE was $152.6 million and the net investment by the financial conduit was approximately $92.0 million, which represents the sale of substantially all eligible receivables as of that date. The Company recognized pretax losses of $1.9 million on the sale of receivables during 2000, which are included in other income and expense. The proceeds of the net investment from the financial conduit were used to reduce borrowings under the Company's commercial paper program. The principal amount of notes issued by the SPE to the Company of $47.5 million as of December 31, 2000 was included as Note receivable from affiliate in the Consolidated Balance Sheet. Since the inception of the SPE, IMC has received proceeds from new securitizations of $637.5 million and proceeds from collections reinvested in previous securitizations of $477.4 million.

Inventories:
	2000	1999
Products (principally finished)	$  272.4	$  358.7
Operating materials and supplies	71.6	97.8
	344.0	456.5
Less: Allowances	11.4	16.9
Inventories, net	$  332.6 ======	$  439.6 ======

The decrease in Inventories was primarily a result of the reclassification of Salt and Ogden to discontinued operations in 2000 (Note 4).

Property, plant and equipment:
	2000	1999
Land	$      88.8	$      97.5
Mineral properties and rights	773.0	1,392.5
Buildings and leasehold improvements	476.9	503.7
Machinery and equipment	2,781.5	3,069.0
Construction-in-progress	125.4	165.9
	4,245.6	5,228.6
Accumulated depreciation and depletion	(1,899.8)	(1,977.9)
Property, plant and equipment, net	$ 2,345.8   =======	$ 3,250.7   =======

The decrease in Property, plant and equipment was primarily a result of the reclassification of Salt and Ogden to discontinued operations in 2000 (Note 4). As of December 31, 2000, idle facilities of the Company included two concentrated phosphate plants, which will remain closed subject to improved market conditions. The net book value of these facilities totaled $64.8 million. In the opinion of management, the net book value of the Company's idle facilities is not in excess of their net realizable value.

In January 2001, the Company announced the temporary idling of production at all remaining phosphate fertilizer facilities in Louisiana. The decision was made to better balance supply and demand in response to a depressed agricultural market. The net book value of these additional idle facilities totaled $122.2 million and was not in excess of their net realizable value.

Other assets:
	2000	1999
Goodwill, net	$   329.3	$   535.9
Other	241.7	179.9
Other assets	$   571.0 ======	$   715.8 ======

      The decrease in Other assets was primarily a result of the reclassification of Salt and Ogden to discontinued operations in 2000 (Note 4).

Accrued liabilities:
	2000	1999
Interest	$    45.7	$    43.9
Taxes, income and other	44.2	1.2
Restructuring	29.0	108.7
Payroll and employee benefits	20.5	38.9
Other	72.3	67.4
Accrued liabilities	$  211.7 ======	$  260.1 ======

The decrease in Accrued liabilities was primarily a result of the restructuring charge activity (Note 3).

Other noncurrent liabilities:
	2000	1999
Employee and retiree benefits	$  259.3	$  237.6
Environmental	94.3	115.9
Restructuring	22.4	39.8
Other	145.0	123.3
Other noncurrent liabilities	$  521.0 ======	$  516.6 ======

10.  FINANCING ARRANGEMENTS

Total indebtedness as of December 31, 2000 was $2,360.6 million, a decrease of $188.0 million from total indebtedness as of December 31, 1999 of $2,548.6 million. The reduction in total indebtedness resulted from payments of debt funded by the sale of accounts receivable as well as the use of cash flows from operations.

Short-term borrowings were $9.7 million and $10.6 million as of December 31, 2000 and 1999, respectively, which primarily consisted of borrowings under revolving credit facilities and vendor financing arrangements. The weighted average interest rate on short-term borrowings was 6.1 percent and 5.5 percent for 2000 and 1999, respectively.

Long-term debt as of December 31 consisted of the following:

	2000	1999
Notes and debentures due 2001-2018, with interest   rates ranging from 6.50% to 10.75%	$1,720.2	$1,724.1
Corporate commercial paper	1.6	506.0
Industrial revenue bonds, maturing through 2015, with interest   rates ranging from 3.00% to 7.525%	81.0	90.0
Revolving credit facilities, with variable interest rates	440.5	67.9
Other debt	107.6	150.0
	2,350.9	2,538.0
Less: Current maturities	207.8	19.3
Total long-term debt, less current maturities	$2,143.1 ======	$2,518.7 ======

The revolving credit facilities and the outstanding commercial paper are classified as long-term because they are supported by a long-term credit facility.

In September 2000 and January 2001, the Company amended and restated its Credit Facilities. The $250.0 million short-term credit facility matures in September 2001, and the $550.0 million long-term credit facility matures in December 2002. Commitment fees associated with the short-term and long-term facilities are 20.0 basis points and 22.5 basis points, respectively. The amount available for borrowing under the Credit Facilities is reduced by the balances of commercial paper, letters of credit and guarantees. As of December 31, 2000, the Company had a total of $375.0 million drawn on the facilities and $1.6 million of commercial paper. Net available borrowings under these facilities as of December 31, 2000 was $381.8 million. Outstanding letters of credit as of December 31, 2000 totaled $41.6 million. Under the Credit Facilities, as amended, 50 percent of certain asset sale proceeds (including proceeds from proposed major divestitures) and new equity issuances will be applied to reduce the lending commitments under the Credit Facilities, on a pro rata basis, up to a maximum commitment reduction of $150.0 million.

The Credit Facilities are currently unsecured but, as a result of the January 2001 amendments, borrowings by the Company are now guaranteed by the Company's material domestic subsidiaries. Such guarantees by PLP and IMC Phosphates are limited by the amount of existing intercompany debt owed by such entities to the Company and its other subsidiaries. The Company has agreed to secure the facilities with substantially all of the stock, other equity interests and the assets of its domestic subsidiaries as well as with a portion of the stock and other equity interests of its foreign subsidiaries in the event that either: (i) the Company's credit rating on its senior unsecured long-term debt securities declines to BB (S&P) or Ba2 (Moody's); or (ii) the Company is unable to maintain its leverage ratio (as defined in the Credit Facilities) below 4.40 to 1.00 as of March 31, 2001 or thereafter. As the Company does not currently anticipate that its leverage ratio will be below such level, the Company anticipates that the Credit Facilities will become secured subsequent to March 31, 2001. In addition, the Company has agreed to secure the facilities with substantially all of the stock and other equity interests of its domestic subsidiaries and with a portion of stock and other equity interests of its foreign subsidiaries in the event that the Company's credit rating declines to BB+ (S&P) and Ba1 (Moody's). In either event, debt issued under certain other debt instruments of the Company and its subsidiaries will participate on an equal and ratable basis with the lenders under the Credit Facilities in the security interest granted in certain of the collateral that secures the Credit Facilities. In the event that the Company becomes obligated to secure the Credit Facilities with assets that include accounts receivable, the Company will be required to terminate its existing accounts receivable securitization facility (Note 9).

The Credit Facilities, as amended, contain provisions which: (i) restrict capital expenditures to an amount above the Company's currently anticipated capital expenditures level; (ii) generally restrict the payment of dividends, distributions and certain other payments to an aggregate of $40.0 million per year (including the forward repurchase contract), other than as required in connection with the Company's interest in PLP; (iii) restrict the ability of the Company and its subsidiaries to dispose of a substantial portion of its consolidated assets; (iv) limit the creation of additional liens on the Company's and its subsidiaries' assets; and (v) limit the Company's subsidiaries' incurrence of debt. The Credit Facilities also contain a leverage ratio test, an interest coverage ratio test and other covenants.

The Company, through various subsidiaries, also maintains the following credit facilities: (i) a 25.0 million Australian Dollar, five-year term loan facility maturing in September 2003 (Australian Facility); and (ii) a 45.0 million Pound Sterling, five-year revolving credit facility maturing in December 2003 (European Facility) with $65.5 million outstanding as of December 31, 2000, which was repaid in January 2001. Commitment fees associated with both the Australian Facility and the European Facility are 30.0 basis points.

The Company currently guarantees the payment of $75.0 million principal amount of industrial revenue bonds due 2015 issued by the Florida Polk County Industrial Development Authority (Polk County Bonds). As a result of the FTX Merger, the Company is not in technical compliance with one covenant in such guarantee. The Company has notified the Bank of New York, trustee for holders of the Polk County Bonds, regarding this issue. The holders of the Polk County Bonds have not sought to accelerate the Polk County Bonds or requested that any other action be taken. Because solicitation of a unanimous waiver of the technical default is impractical, the Company currently intends to take no action. The Company does not believe that any acceleration, redemption or refinancing of the Polk County Bonds would have a material adverse effect on the Company and its subsidiaries, taken as a whole, because the Company believes it would be able to repay the Polk County Bonds from available sources of liquidity.

As of December 31, 2000, the estimated fair value of long-term debt was approximately $20.5 million less than the carrying amount of such debt. The fair value was estimated by discounting the future cash flows using rates currently available to the Company for debt instruments with similar terms and remaining maturities.

Extraordinary gains of $0.5 million and $3.0 million in 1999 and 1998, respectively, related to the early extinguishment of debt.

Cash interest payments were $153.8 million, $186.1 million and $145.4 million for 2000, 1999 and 1998, respectively.

Scheduled maturities, excluding commercial paper borrowings and the revolving credit facilities, were as follows:

2001	$    217.5
2002	$    304.7
2003	$    210.1
2004	$      12.8
2005	$    456.0
Thereafter	$    707.7

11.  PENSION PLANS AND OTHER BENEFITS

The Company has non-contributory pension plans for a majority of its employees. Benefits are based on a combination of years of service and compensation levels, depending on the plan. Generally, contributions to the United States plans are made to meet minimum funding requirements of the Employee Retirement Income Security Act of 1974, while contributions to Canadian plans are made in accordance with Pension Benefits Acts, instituted by the provinces of Saskatchewan and Ontario. Certain employees in the United States and Canada, whose pension benefits exceed Internal Revenue Code and Revenue Canada limitations, respectively, are covered by supplementary non-qualified, unfunded pension plans.

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

The Company also provides certain health care benefit plans for certain retired employees (Benefit Plans). The Benefit Plans may be either contributory or non-contributory and contain certain other cost-sharing features such as deductibles and coinsurance. The Benefit Plans are unfunded. Employees are not vested and such benefits are subject to change.

The following table sets forth pension and postretirement obligations and plan assets for the Company's defined benefit plans, based on a September 30 measurement date, as of December 31:

	Pension Benefits		Other Benefits
	2000	1999	2000	1999
Change in benefit obligation:
Benefit obligation as of January 1	$  387.1	$  426.4	$  179.4	$  197.8
Service cost	8.0	12.4	2.0	2.6
Interest cost	26.6	29.3	13.4	12.9
Plan amendment	5.1	(2.0)	-	-
Effect of settlements	-	(8.6)	-	-
Actuarial (gain) loss	1.2	(36.7)	6.0	(20.3)
Benefits paid	(15.5)	(27.2)	(14.0)	(10.8)
Discontinued operations	(42.1)	-	-	-
Other	-	5.9	(0.1)	4.5
Curtailments	-	(12.4)	-	(7.3)
Benefit obligation as of December 31	$  370.4  ======	$  387.1  ======	$   186.7  ======	$  179.4  ======
Change in plan assets:
Fair value as of January 1	$  400.1	$  350.9	$          -	$          -
Actual return	46.8	72.0	-	-
Company contribution	19.0	16.6	13.6	10.6
Effect of settlements	-	(11.6)	-	-
Asset transfer	-	(2.3)	-	-
Benefits paid	(15.5)	(27.2)	(14.0)	(10.8)
Discontinued operations	(41.0)	-	-	-
Other	(2.0)	1.7	0.4	0.2
Fair value as of December 31	$  407.4  ======	$  400.1  ======	$           -  ======	$           -  ======
Funded status of the plan	$    37.0	$    13.0	$ (186.7)	$ (179.4)
Unrecognized net gain	(28.5)	(14.7)	(6.6)	(13.1)
Unrecognized transition liability (asset)	(1.0)	0.1	(1.4)	(1.5)
Unrecognized prior service benefit (cost)	20.8	17.9	(5.6)	(6.5)
Prepaid (accrued) benefit cost	$    28.3  ======	$    16.3  ======	$ (200.3) ======	$ (200.5) ======
Amounts recognized in the consolidated balance sheet:
Prepaid benefit cost	$    58.2	$     56.9	$           -	$           -
Accrued benefit liability	(36.4)	(42.4)	(200.3)	(200.5)
Intangible asset	6.5	1.8	-	-
Total recognized	$    28.3  ======	$    16.3  ======	$ (200.3) ======	$ (200.5) ======

The curtailment and settlement amounts included in the tables above were primarily recorded as part of the Rightsizing Program and the sale of AgriBusiness in 1999 (Notes 3 and 4). The discontinued operations amounts are attributable to the pending divestiture of Salt (Note 4).

Amounts applicable to the Company's pension plan with accumulated benefit obligations and projected benefit obligations in excess of plan assets were as follows:

	2000	1999
Projected benefit obligation	$   157.6	$  134.0
Accumulated benefit obligation	$   122.6	$    93.6
Fair value of plan assets	$   105.9	$    78.9

      The Company's actuarial assumptions were as follows:

	Pension Benefits		Other Benefits
	2000	1999	2000	1999
Discount rate	7.65%	7.75%	7.75%	7.75%
Expected return on plan assets	9.40%	9.50%	-	-
Rate of compensation increase	4.93%	5.00%	-	-

For measurement purposes, a 6.3 percent annual rate of increase in the per capita cost of covered pre-65 health care benefits was assumed for 2000, decreasing gradually to 4.7 percent in 2004 and thereafter; and a 6.6 percent annual rate of increase in the per capita cost of covered post-65 health care benefits was assumed for 2000, decreasing gradually to 5.0 percent in 2004 and thereafter.

The components of net pension and other benefits cost were:

	Pension Benefits			Other Benefits
	2000	1999	1998	2000	1999	1998
Service cost for benefits earned during the year	$    8.0	$  12.4	$  10.6	$    2.0	$   02.6	$    2.6
Interest cost on projected benefit obligation	26.6	29.3	27.5	13.4	12.9	11.0
Return on plan assets	(32.1)	(33.6)	(33.5)	-	-	-
Net amortization and deferral	1.9	5.1	2.8	(1.4)	(0.9)	(1.4)
Curtailments and settlements	-	6.3	19.4	-	(0.7)	0.5
Net pension and other benefits expense	$    4.4   ====	$  19.5  =====	$  26.8  =====	$  14.0  =====	$  13.9  =====	$  12.7  =====

      The assumed health care cost trend rate has a significant effect on the amounts reported. A one-percentage-point change in the assumed health care cost       trend rate would have the following effects:

	One Percentage Point Increase	One Percentage Point Decrease
Effect on total service and interest cost components	$    0.8	$   (0.7)
Effect on postretirement benefit obligation	$    9.3	$   (8.8)

The Company has defined contribution and pre-tax savings plans (Savings Plans) for certain of its employees in the United States and Canada. Under each of the Savings Plans, participants are permitted to defer a portion of their compensation. Company contributions to the Savings Plans are based on a percentage of employee contributions. The Savings Plans for salaried and non-union hourly employees have a profit sharing feature. The Company contribution to the profit sharing feature is based on the employee's age and pay and the Company's financial performance. The expense attributable to these Savings Plans was $12.0 million, $13.6 million and $18.1 million in 2000, 1999 and 1998, respectively.

In addition, the Company provides benefits such as workers' compensation and disability to certain former or inactive employees after employment but before retirement.

12.  INCOME TAXES

Two of the Company's three potash operations that are subject to Canadian taxes, IMC Canada Ltd. and IMC Potash Colonsay Inc., are included in the consolidated United States federal income tax return filed by the Company.

Deferred income taxes reflect the net tax effects of temporary differences between the amounts of assets and liabilities for accounting purposes and the amounts used for income tax purposes.

Significant components of the Company's deferred tax liabilities and assets as of December 31 were as follows:

	2000	1999
Deferred tax liabilities:
Property, plant and equipment	$   468.4	$   733.7
Partnership tax basis difference	125.0	125.0
Other liabilities	223.7	209.0
Total deferred tax liabilities	817.1	1,067.7
Deferred tax assets:
Alternative minimum tax credit carryforwards	155.3	149.8
Net operating loss carryforwards	110.7	90.6
Postretirement and postemployment benefits	39.5	51.6
Foreign tax credit carryforwards	133.2	25.3
Reclamation and decommissioning accruals	38.3	38.7
Restructuring charges	104.7	171.7
Other assets	170.4	146.5
Subtotal	752.1	674.2
Valuation allowance	(142.2)	(60.8)
Total deferred tax assets	609.9	613.4
Net deferred tax liabilities	$   207.2  ======	$   454.3  ======

As of December 31, 2000, the Company had alternative minimum tax credit carryforwards of approximately $155.3 million, net operating loss carryforwards of $276.8 million, foreign tax credit carryforwards of $133.2 million, investment tax credit and other general business credit carryforwards of $10.7 million and a carryover of charitable contributions of $3.0 million.

The alternative minimum tax credit carryforwards can be carried forward indefinitely. The net operating loss carryforwards have expiration dates ranging from 2001 through 2019. The foreign tax credit carryforwards have expiration dates ranging from 2001 through 2003. The investment tax credit and other general business credit carryforwards have expiration dates ranging from 2001 through 2005. The charitable contributions carryover has an expiration date of 2001.

Due to the uncertainty of the realization of certain tax carryforwards, the Company has established a valuation allowance against these carryforward benefits in the amount of $142.2 million.

Some of these carryforward benefits may be subject to limitations imposed by the Internal Revenue Code. Except to the extent that valuation allowances have been established, the Company believes these limitations will not prevent the carryforward benefits from being realized.

A change in the tax law in December 1999 necessitated the recording of a $125.0 million deferred tax liability for a tax basis difference related to the Company's investment in PLP.

The provision for income taxes from continuing operations for the years ended December 31 consisted of the following:

	2000	1999	1998
Current:
Federal	$        -	$   40.7	$   44.2
State and local	-	-	5.1
Foreign	44.0	73.5	34.1
	44.0	114.2	83.4
Deferred:
Federal	(17.5)	44.4	(19.4)
State and local	(5.4)	(6.6)	(3.0)
Foreign	25.7	(10.7)	38.9
	2.8	27.1	16.5
Provision for income taxes	$   46.8  =====	$ 141.3  =====	$   99.9  =====

      The components of earnings from continuing operations before income taxes, and the effects of significant adjustments to tax computed at the federal       statutory rate, were as follows:

	2000	1999	1998
Domestic earnings (loss)	$      2.1	$  (492.0)	$  126.7
Foreign earnings	129.0	101.2	103.0
Earnings (loss) from continuing operations   before income taxes	$  131.1    =====	$  (390.8) =====	$  229.7    =====
Computed tax at the federal statutory rate of 35%	$    45.9	$  (136.8)	$    80.3
Foreign income and withholding taxes	35.7	49.0	37.5
Percentage depletion in excess of basis	(42.1)	(37.5)	(25.7)
Partnership tax basis difference	-	125.0	-
State income taxes, net of federal income tax benefit	(3.5)	(4.3)	1.4
Benefit of foreign sales corporation	(2.0)	(8.7)	(4.4)
Write-down and amortization of goodwill	3.1	158.4	9.1
Other items (none in excess of 5% of computed tax)	9.7	(3.8)	1.7
Provision for income taxes	$    46.8    =====	$   141.3  =====	$    99.9    =====
Effective tax rate	35.7% =====	n/m  =====	43.5% =====

n/m - not meaningful.

Excluding the effect of special charges in 1999 and 1998, the effective income tax rates were 38.8 percent and 41.2 percent, respectively.

The Company has no present intention of remitting undistributed earnings of foreign subsidiaries aggregating $70.1 million as of December 31, 2000, and accordingly, no deferred tax liability has been established relative to these earnings. If these amounts were not considered permanently reinvested, a deferred tax liability of $3.5 million would have been required.

Income taxes paid, net of refunds received, were $28.0 million, $93.4 million and $84.9 million for 2000, 1999 and 1998, respectively.

13.  CAPITAL STOCK

Pursuant to a Stockholder Rights Plan adopted by the Company in May 1999, a dividend of one preferred stock purchase right (Right) for each outstanding share of common stock of the Company was issued on June 21, 1999 to stockholders of record on that date. The Stockholder Rights Plan replaced a prior plan that expired on June 21, 1999. Under certain conditions, each Right may be exercised to purchase one one-thousandth of a share of Series D Junior Participating Preferred Stock, par value $1 per share, at a price of $90, subject to adjustment. Each one one-thousandth share of this preferred stock is designed to participate in dividends and vote on essentially equivalent terms with a whole share of common stock. The Rights generally become exercisable apart from the common stock only if a person or group acquires 15 percent or more of the outstanding common stock, or commences a tender offer for 15 percent or more of the outstanding common stock. After the acquisition by a person or group of 15 percent or more of the outstanding common stock, or a tender offer for 15 percent or more of the outstanding common stock, each Right will entitle the holder (other than the person making the acquisition or tender offer, whose rights become null and void) to purchase, at the then-current exercise price of the Right, a number of shares of common stock having a market value at that time of twice the exercise price. If the Company is acquired in a merger or other business combination transaction, or 50 percent or more of its consolidated assets or earnings power are sold after a person or group has become the owner of 15 percent or more of the Company's outstanding common stock, each holder of a Right will have the right to receive, upon exercise of the Right, the number of shares of common stock of the acquiring company that at the time of the transaction will have a market value of two times the exercise price of the Right. The Rights may be redeemed at a price of $0.01 per Right under certain circumstances prior to their expiration on June 21, 2009. No event during 2000 made the Rights exercisable.

The Company may acquire shares of its stock on an ongoing basis and is authorized as of December 31, 2000 to purchase up to 4.5 million shares. In the first quarter of 2000, the Company's Board of Directors authorized the purchase of up to an additional 5.4 million shares through the use of a forward stock repurchase program executed by a third party financial institution. Under this authorization, the Company entered into a forward repurchase contract pursuant to which a financial institution purchased the entire 5.4 million shares during the first quarter of 2000. The Forward allows, but does not require, the Company to acquire the shares by March 18, 2002 at $14.73 per share. If the Company decides not to acquire the 5.4 million shares, the Forward will be net share settled or, in certain unlikely circumstances, net cash settled on that date. Management considers market conditions, alternate uses of cash and shareholder returns, among other factors, when evaluating share repurchases.

14.  STOCK PLANS

The Company has various stock option plans (Stock Plans) under which it may grant non-qualified stock options, stock appreciation rights (SARs) and restricted stock awards to officers and key managers of the Company, accounted for under APB Opinion No. 25, Accounting for Stock Issued to Employees, as amended. The Company also has a non-qualified stock option plan for non-employee directors. The Stock Plans, as amended, provide for the issuance of a maximum of 16.3 million shares of common stock of the Company which may be authorized but unissued shares or treasury shares.

Under the terms of the Stock Plans, the option price per share may not be less than 100 percent of the fair market value on the date of the grant. In general, stock options and SARs granted under the Stock Plans extend for ten years and generally become exercisable either 50 percent one year after the date of the grant and 100 percent two years after the date of the grant, or in one-third increments: one-third one year after the date of the grant, two-thirds two years after the date of the grant and 100 percent three years after the date of the grant.

The 1996 long-term incentive plan (LTIP) was terminated in 2000. Under the LTIP, officers and key managers were awarded stock and/or cash upon achievement of specified objectives, generally over three-year periods. Final payouts were made at the discretion of the Compensation Committee of the Company's Board of Directors whose members were not participants in the LTIP. Approximately $4.9 million and $7.5 million was charged to earnings in 1999 and 1998, respectively, for performance awards earned for the relevant three-year period. There was no charge to earnings in 2000.

There were no SARs granted in 2000, 1999 or 1998; a total of 26,586 shares and 69,357 shares were exercised in 1999 and 1998, respectively. For stock incentive units (SIUs), a total of 286 shares and 49,663 shares were exercised in 1999 and 1998, respectively. There were no SARs or SIUs exercised in 2000. When exercised, all SARs and SIUs are settled with cash payments to employees.

The following table summarizes stock option activity:

	2000		1999		1998
	Shares	Weighted Average Exercise Price	Shares	Weighted Average Exercise Price	Shares	Weighted Average Exercise Price
Outstanding as of January 1	8,457,880	$   27.30	7,354,816	$   29.30	5,972,350	$   29.05
Granted	3,411,265	16.26	1,964,164	20.88	2,008,245	28.61
Exercised	18,527	12.65	84,143	16.37	350,966	18.12
Cancelled	809,249	27.19	776,957	31.37	274,813	32.28
Outstanding as of December 31	11,041,369 ========	$   23.92	8,457,880 =======	$   27.30	7,354,816 =======	$   29.30
Exercisable as of December 31	7,350,663 ========	$   26.48	4,971,217 =======	$   29.03	4,530,065 =======	$   27.91
Available for future grant as of   December 31	2,486,683		5,088,699		574,338

      Data related to significant option ranges, weighted average exercise prices and contract lives as of December 31, 2000 was as follows:

	Options Outstanding			Options Exercisable
Range of Exercise Prices	Number of Options	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price	Number of Options	Weighted Average Exercise Price
$12.56 to $16.49	3,446,502	7 years	14.97	1,238,192	14.86
$16.50 to $24.99	3,764,651	6 years	20.92	2,683,331	20.68
$25.00 to $37.49	1,828,440	6 years	30.76	1,492,202	30.66
$37.50 to $40.88	2,001,776	6 years	38.72	1,936,938	38.73
	11,041,369 ========	6 years	23.92	7,350,663 =======	26.48

The assumption regarding the stock options contractual life was that 100 percent of such options vested in the first year after issuance rather than ratably according to the applicable vesting period as provided by the terms of the grants.

If the Company's stock option plans' compensation cost had been determined based on the fair value at the grant date for awards beginning in 1995, consistent with the provisions of SFAS No. 123, Accounting for Stock-Based Compensation, the Company's net loss and loss per share would have increased to the following pro forma amounts:

	2000	1999	1998
Net loss:
As reported	$  (345.0)	$  (773.3)	$     (9.0)
Pro forma	$  (354.3)	$  (783.5)	$   (16.5)
Diluted net loss per share:
As reported	$    (3.00)	$    (6.75)	$   (0.08)
Pro forma	$    (3.09)	$    (6.84)	$   (0.14)

For the pro forma disclosures, the estimated fair value of the options is amortized to expense over their assumed six-year life. These pro forma amounts are not indicative of anticipated future disclosures because SFAS No. 123 does not apply to grants before 1995. Weighted average fair values of options as of their grant date during 2000, 1999 and 1998 were $4.82, $7.91 and $9.82, respectively. Because the Company's employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion the existing models do not provide a reliable single measure of the value of the employee stock options. The fair value of these options was estimated at the date of grant using the Black Scholes option pricing model using the following weighted average assumptions:

	2000	1999	1998
Expected dividend yield	1.58%	0.95%	0.90%
Expected stock price volatility	28.4%	29.0%	29.1%
Risk-free interest rate (7 year government)	5.3%	6.6%	4.7%
Expected life of options	6 years	6 years	6 years

15.  COMMITMENTS

The Company purchases natural gas, ammonia, electricity and coal from third parties under contracts extending, in some cases, for multiple years. Purchases under these contracts are generally based on prevailing market prices. These contracts generally range from one to four years. The Company has entered into a third-party sulphur supply agreement. The dollar value of any such commitment has been excluded from the schedule below after the year 2005.

The Company leases plants, warehouses, terminals, office facilities, railcars and various types of equipment under operating and capital leases. Lease terms generally range from three to five years, although some leases have longer terms .

A schedule of future minimum long-term purchase commitments and minimum lease payments under non-cancelable operating leases as of December 31, 2000 follows:

	Purchase Commitments	Operating Leases
2001	$    356.1	$   19.1
2002	207.1	13.9
2003	157.6	9.8
2004	148.6	9.2
2005	148.3	8.1
Subsequent years	12.0	21.6
	$ 1,029.7 =======	$   81.7 =====

Rental expense for 2000, 1999 and 1998 amounted to $19.8 million, $25.6 million and $29.9 million, respectively.

International Minerals & Chemical (Canada) Global Limited, a wholly-owned subsidiary of the Company, is committed under a service agreement with Potash Corporation of Saskatchewan Inc. (PCS) to produce annually from mineral reserves specified quantities of potash for a fixed fee plus a pro rata share of total production and capital costs at the potash mines located at Esterhazy, Saskatchewan. This agreement extends through June 30, 2001 and is renewable at the option of PCS for five additional five-year periods. Potash to be produced for PCS may, at the option of PCS, amount to an annual maximum of approximately 1.1 million tons and a minimum of approximately 0.5 million tons per year. Production of potash for PCS amounted to approximately 0.8 million tons, 0.8 million tons and 0.6 million tons in 2000, 1999 and 1998, respectively. These tonnages represented 21 percent, 24 percent and 16 percent of the Esterhazy mines' total tons produced in 2000, 1999 and 1998, respectively.

In November 1998, Phosphate Chemicals Export Association, Inc. (PhosChem), of which the Company is a member, reached a two-year agreement through the year 2000 to supply DAP to the China National Chemicals Import and Export Corporation (Sinochem). In September 2000, Sinochem exercised its option to extend the agreement until December 31, 2002. Sinochem is a state company with government authority for the import of fertilizers into China. Under the contract's terms, Sinochem will receive monthly shipments at prices reflecting the market at the time of shipment.

16.  CONTINGENCIES

Mining Risks

Since December 1985, the Company has experienced an inflow of water into one of its two interconnected potash mines located at Esterhazy, Saskatchewan. As a result, the Company has incurred expenditures, certain of which, due to their nature, have been capitalized while others have been charged to expense, to control the inflow. Since the initial discovery of the inflow, the Company has been able to meet all sales obligations from production at the mines. The Company has considered alternatives to the operational methods employed at Esterhazy. However, the procedures utilized to control the water inflow have proven successful to date, and the Company currently intends to continue conventional shaft mining. Despite the relative success of these measures, 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 the Company to change its mining process or abandon the mines.

Pine Level Property Reserves

In October 1996, IMC Phosphates signed an agreement with Consolidated Minerals, Inc. (CMI) for the purchase of real property, Pine Level, containing approximately 100.0 million tons of phosphate rock reserves. In connection with the purchase, IMC Phosphates has agreed to obtain all environmental, regulatory and related permits necessary to commence mining on the property.

Within five years from the date of this agreement, IMC Phosphates is required to provide notice to CMI regarding one of the following: (i) whether IMC Phosphates has obtained the permits necessary to commence mining any part of the property; (ii) whether IMC Phosphates wishes to extend the permitting period for an additional three years (Extension Option); or (iii) whether IMC Phosphates wishes to decline to extend the permitting period. When the permits necessary to commence mining the property have been obtained, IMC Phosphates is obligated to pay CMI an initial royalty payment of $28.9 million (Initial Royalty). In addition to the Initial Royalty, IMC Phosphates is required to pay CMI a mining royalty on phosphate rock mined from the property to the extent the permits are obtained.

The Company currently anticipates submitting permit applications. In the event that the permits are not obtained in a timely manner, the Company presently intends to exercise the Extension Option, at a cost of $7.2 million (Extension Fee). This Extension Fee would be applied toward the Initial Royalty.

Environmental Matters

The Company has contingent environmental liabilities that arise from three sources: (i) facilities currently or formerly owned by the Company or its predecessors; (ii) facilities adjacent to currently or formerly owned facilities; and (iii) third-party Superfund sites.

At facilities currently or formerly owned by the Company or its corporate predecessors, including FTX, PLP and their corporate predecessors, the historical use and handling of regulated chemical substances; crop and animal nutrients and additives; salt and by-products or process tailings, have resulted in soil, surface water and groundwater contamination. Spills or other unintended releases of regulated substances have occurred previously at these facilities, and potentially could occur in the future, possibly requiring the Company to undertake or fund cleanup efforts. At some locations, the Company 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, the Company 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 the Company could be required in the future to remediate the contamination at these or at other current or former sites.

In September 1999, Salt terminated operations at its salt solution mining and steam extraction facility in Hutchinson, Kansas. Groundwater beneath that facility contains elevated levels of chloride, which could be derived from a number of potential sources in Hutchinson including natural mineral intrusion, Salt's operations, and other industrial operations. Effective January 8, 2001, Salt entered into a Consent Order with the Kansas Department of Health and the Environment to conduct a Comprehensive Investigation/Corrective Action Study (CI/CAS) to evaluate the nature, extent and source of this chloride contamination. Until the results of this CI/CAS have been finalized, the Company will be unable to determine the cost of any remedial action that ultimately may be required.

After the Company successfully deconstructed its former fertilizer production facility in Spartanburg, South Carolina, the EPA performed an expanded site investigation (ESI). Based on the results of the ESI, the EPA did not include the facility on the agency's National Priorities List. After negotiations with the EPA, the Company will perform a two-year Remedial Investigation/Focused Feasibility Study (RI/FFS) to evaluate whether any additional remedial activities will be required at the facility. Until the RI/FFS has been completed and approved by the EPA, the Company will be unable to determine the cost of any remedial actions that may be required. On August 31, 2000, approximately 1,200 current or former neighbors of the Spartanburg facility filed individual claims against the Company for alleged personal injury, wrongful death, fear of disease, property damage and violation of civil rights related to former facility operations at the site (Adams et al. vs. IMC Global Inc. et al., United States District Court, District of South Carolina, Case No. 7-00-2732-13)). On January 9, 2001, the suit was dismissed, without prejudice, for failure to state a claim.

In a limited number of cases, the Company's current or former operations also allegedly resulted in soil, surface water or groundwater contamination to neighboring off-site areas or third-party facilities. On September 13, 1999, four plaintiffs from Lakeland, Florida filed a class-action lawsuit against Agrico Chemical Company, FTX, PLP and a number of unrelated defendants (Moore et al. vs. Agrico Chemical Company et al., Circuit Court of the Tenth Judicial Circuit, Polk County Florida, Case No. G99-2794). The suit seeks unspecified compensation for alleged property damage, medical monitoring, remediation of an alleged public health hazard and other damages purportedly arising from operation of the neighboring fertilizer and crop protection chemical facilities. Agrico Chemical Company owned the Landia portion of these facilities for approximately 18 months during the mid-1970s. Discovery has proceeded to determine whether it is appropriate to designate any of the claims for class resolution. The named plaintiffs and the defendants have reached an agreement in principle to settle the case which received preliminary approval from the court on March 6, 2001. Settlement is still contingent upon several conditions, including notification of class members, dismissal of objections, if any, and final court approval. While there can be no assurances that settlement will ultimately be fully approved after this process, both the defendants and the plaintiffs, as well as their counsel, are currently committed to working toward final settlement approval. If the settlement is fully and finally approved in its current form, the amount of funds that the Agrico Chemical Company would be required to contribute to the settlement would not be material. Concurrent with this litigation, the EPA has determined that remediation of limited on-site and off-site contamination is necessary. Pursuant to an indemnification agreement with the Company, The Williams Companies have participated in remediation efforts required by the EPA and assumed responsibility for any on-site remedial costs that Agrico Chemical Company might incur.

Superfund, and equivalent state statutes, impose liability without regard to fault or to the legality of a party's conduct, on certain categories of persons that are considered to have contributed to the release of "hazardous substances" into the environment. Currently, the Company is involved or concluding involvement at less than five Superfund or equivalent state sites.

Finally, through the FTX Merger, the Company assumed responsibility for contamination and environmental impacts at a significant number of oil and gas facilities that were operated by FTX, PLP or their predecessors. The Company is currently involved in three such claims, which allege contamination resulting from disposal of oil and gas residual materials. The Company intends to vigorously contest these claims and to seek any indemnification to which it may be entitled.

The Company believes that, pursuant to several indemnification agreements, it is entitled to at least partial, and in many instances complete, indemnification for the costs that may be expended by the Company to remedy environmental issues at certain facilities. These agreements address issues that resulted from activities occurring prior to the Company's 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. The Company 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.

Other

Most of the Company's export sales of phosphate and potash crop nutrients are marketed through two North American export associations, PhosChem and Canpotex, respectively. As a member, the Company is, subject to certain conditions, contractually obligated to reimburse the export association for its pro rata share of any losses or other liabilities incurred. There were no such operating losses or other liabilities in 2000, 1999 and 1998.

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

17.  OPERATING SEGMENTS

The Company's reportable segments are strategic business units that offer different products and services. They are managed separately because each business requires different technology and marketing strategies. Effective January 2000, the Company realigned its internal management reporting structure by combining the previously separate phosphates and feed ingredients segments. As a result of this change, segment information for all periods has been restated to combine the Phosphates and Feed Ingredients segments as the PhosFeed segment.

As of December 31, 2000, the Company had two reportable segments: PhosFeed and Potash. The Company produces and markets phosphate crop nutrients and animal feed products through the PhosFeed business unit. Potash crop nutrients and industrial grade potash are produced and marketed through the Potash business unit.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies. All intersegment sales prices are market-based. The Company evaluates performance based on operating earnings of the respective business units.

Segment information for the years 2000, 1999 and 1998 was as follows^a:

	PhosFeed	Potashf	Otherg	Total
2000
Net sales from external customers	$1,247.1	$  848.8	$         -	$2,095.9
Intersegment net sales	73.4	22.2	-	95.6
Gross margins	102.0	255.0	(24.9)	332.1
Operating earnings (loss)	58.3	239.9	(67.6)	230.6
Depreciation, depletion and amortization	84.3	55.6	31.7	171.6
Total assets	1,668.2	1,234.1	1,359.3	4,261.6
Capital expenditures	75.3	39.9	2.9	118.1
1999
Net sales from external customers	$1,496.5	$  787.0	$    (0.6)	$2,282.9
Intersegment net sales	94.5	43.3	-	137.8
Gross marginsb	254.7	229.8	(45.1)	439.4
Operating earnings (loss)c	88.3	192.3	(564.3)	(283.7)
Depreciation, depletion and amortization	75.3	58.4	47.3	181.0
Total assets	1,741.1	1,049.1	2,405.7	5,195.9
Capital expenditures	94.9	82.6	25.1	202.6
1998
Net sales from external customers	$1,641.1	$  738.1	$    24.4	$2,403.6
Intersegment net sales	184.6	106.7	3.1	294.4
Gross marginsd	387.2	276.4	(28.6)	635.0
Operating earnings (loss)e	210.7	248.9	(109.9)	349.7
Depreciation, depletion and amortization	88.4	45.0	44.8	178.2
Total assets	1,908.6	931.0	3,617.3	6,456.9
Capital expenditures	83.9	147.3	33.9	265.1

a The operating results and assets of entities acquired during the three year period are included in the segment information since their respective dates of acquisition (Note 6). The operating results of Chemicals, Salt, Ogden, AgriBusiness and the oil and gas business have not been included in the segment information above as these businesses have been classified as discontinued operations. However, the assets of these discontinued businesses have been included as part of Total assets in the Other column (Note 4).
^b Includes special charges of $35.8 million related to the Rightsizing Program as well as additional asset write-offs and environmental accruals (Note 3).
^c Includes special charges of $651.7 million related to the Rightsizing Program, additional asset write-offs and environmental accruals as well as the goodwill write-down (Notes 2 and 3).
^d Includes special charges of $19.0 million primarily related to Project Profit and $4.1 million related to the Vigoro Sale (Notes 3 and 5).
^eIncludes special charges of $181.3 million primarily related to Project Profit and $14.0 million related to the Vigoro Sale (Notes 3 and 5).
^fPotash information has been restated to reflect Ogden as a discontinued operation (Note 4).
^gSegment information below the quantitative thresholds is attributable to the IMC Vigoro business unit and corporate headquarters. Vigoro was sold in June 1998 (Note 5). Corporate headquarters includes the elimination of inter-business unit transactions.

Financial information relating to the Company's operations by geographic area was as follows:

	2000	1999	1998
Net Salesa
United States	$1,011.2	$1,041.6	$1,036.0
China	270.3	363.6	405.6
Other	510.3	602.5	697.7
Consolidated	$1,791.8 ======	$2,007.7 ======	$2,139.3 ======

a Revenues are attributed to countries based on location of customer. Sales through Canpotex, one of the Company's export associations, have been allocated based on the Company's share of total Canpotex sales. Amounts reflect continuing operations and represent sales before the reclassification of shipping and handling costs of $304.1 million, $275.2 million and $264.3 million in 2000, 1999 and 1998, respectively, in accordance with EITF No. 00-10 (Note 1).

	2000b	1999b	1998
Long-Lived Assets
United States	$2,516.5	$3,063.0	$3,944.0
Canada	400.3	638.9	634.7
Other	-	264.6	395.6
Consolidated	$2,916.8 ======	$3,966.5 ======	$4,974.3 ======

b Excludes net assets of discontinued operations held for sale (Note 4).

Quarterly Results (Unaudited)^a
Dollars in millions, except per share amounts

Quarterb	First	Second	Third	Fourth	Year
2000
Net sales	$  596.6	$  525.4	$  491.6	$  482.3	$2,095.9
Gross margins	118.0	103.3	57.8	53.0	332.1
Operating earnings	93.0	78.8	32.7	26.1	230.6
Earnings from continuing operations	39.3	32.8	7.7	4.5	84.3
Total earnings (loss) from discontinued operations	8.9	(4.5)	(14.7)	(419.0)	(429.3)
Net earnings (loss)	$    48.2  =====	$   28.3  =====	$     (7.0) =====	$ (414.5) =====	$ (345.0) =====
Basic and diluted earnings (loss) per sharec:
Earnings from continuing operations	$    0.34	$   0.29	$    0.07	$    0.04	$    0.73
Total earnings (loss) from discontinued operations	0.08	(0.04)	(0.13)	(3.63)	(3.73)
Net earnings (loss) per share	$    0.42  =====	$   0.25  =====	$   (0.06) =====	$   (3.59) =====	$  (3.00) =====
Common stock prices:
High	$19.375	$17.750	$16.000	$16.625	$19.375
Low	$12.625	$13.000	$12.938	$11.000	$11.000
Dividends per common share	$     0.08	$     0.08	$     0.08	$     0.08	$     0.32
Quarterb	First	Second	Third	Fourth	Year
1999
Net sales	$  599.6	$  672.6	$  521.4	$  489.3	$2,282.9
Gross margins	151.5	160.6	88.4	38.9	439.4
Operating earnings (loss)	125.6	133.7	64.4	(607.4)	(283.7)
Earnings (loss) from continuing operations	54.9	59.3	21.2	(667.5)	(532.1)
Total earnings (loss) from discontinued operations	13.3	(7.1)	(8.0)	(232.4)	(234.2)
Extraordinary gain - debt retirement	-	-	-	0.5	0.5
Cumulative effect of a change in accounting principle	(7.5)	-	-	-	(7.5)
Net earnings (loss)	$    60.7  =====	$    52.2  =====	$    13.2  =====	$ (899.4) =====	$ (773.3) =====
Basic and diluted earnings (loss) per sharec:
Earnings (loss) from continuing operations	$    0.48	$    0.52	$    0.19	$   (5.82)	$   (4.64)
Total earnings (loss) from discontinued operations	0.12	(0.06)	(0.07)	(2.03)	(2.04)
Extraordinary gain - debt retirement	-	-	-	-	-
Cumulative effect of a change in accounting principle	(0.07)	-	-	-	(0.07)
Net earnings (loss) per share	$    0.53  =====	$    0.46  =====	$     0.12  =====	$   (7.85) =====	$   (6.75) =====
Common stock prices:
High	$22.313	$27.125	$20.125	$17.063	$27.125
Low	$18.000	$17.375	$14.313	$12.750	$12.750
Dividends per common share	$     0.08	$     0.08	$     0.08	$     0.08	$     0.32

aSee Notes to Consolidated Financial Statements for detail related to acquisitions, discontinued operations, divestitures and special charges.
^bAll quarterly amounts have been restated to reflect Salt and Ogden as discontinued operations.
^cDue to weighted average share differences, when stated on a quarter and year-to-date basis, the earnings per share for the years ended December 31, 2000 and 1999 do not equal the sum of the respective earnings per share for the four quarters then ended.
^dFourth quarter operating results from continuing operations included special charges of $651.7 million, $677.7 million after tax and minority interest, or $5.91 per share, related to the Rightsizing Program, additional asset write-offs and environmental accruals, the goodwill write-down as well as a change in tax law.

Five Year Comparison^a
Dollars in millions, except per share amounts

	Year ended December 31
	2000	1999c	1998d	1997e	1996f,g
Statement of Operations Datab:
Net sales	$2,095.9	$2,282.9	$2,403.6	$2,375.0	$2,335.3
Gross margins	332.1	439.4	635.0	574.9	596.3
Operating earnings (loss)	230.6	(283.7)	349.7	259.4	426.4
Earnings (loss) from continuing operations	84.3	(532.1)	129.8	69.8	121.7
Total earnings (loss) from discontinued operations	(429.3)	(234.2)	(141.8)	18.0	13.5
Extraordinary item - debt retirement	-	0.5	3.0	(24.9)	(8.1)
Cumulative effect of a change in accounting principle	-	(7.5)	-	-	-
Net earnings (loss)	$  (345.0)  ======	$  (773.3) ======	$     (9.0) ======	$     62.9  ======	$   127.1  ======
Diluted earnings (loss) per share:
Earnings (loss) from continuing operations	$      0.73	$    (4.64)	$    1.13	$     0.74	$     1.25
Total earnings (loss) from discontinued operations	(3.73)	(2.04)	(1.24)	0.19	0.14
Extraordinary item - debt retirement	-	-	0.03	(0.26)	(0.08)
Cumulative effect of a change in accounting principle	-	(0.07)	-	-	-
Net earnings (loss) per share	$    (3.00)  ======	$   (6.75) ======	$   (0.08) ======	$     0.67  ======	$     1.31  ======
Balance Sheet Data (as of December 31):
Total assets	$4,261.6	$5,195.9	$6,456.9	$4,673.9	$3,485.2
Working capital	(37.6)	437.0	577.5	389.1	582.6
Working capital ratio	0.9:1	1.9:1	1.6:1	1.6:1	2.7:1
Long-term debt, less current maturities	2,143.1	2,518.7	2,638.7	1,235.2	656.8
Total debt	2,360.6	2,548.6	3,047.0	1,424.1	711.9
Stockholders' equity	675.4	1,080.1	1,860.4	1,935.7	1,326.2
Total capitalization	3,036.0	3,628.7	4,907.4	3,359.8	2,038.1
Net debt/total capitalization	77.8%	70.2%	62.1%	42.4%	34.9%
Other Financial Data:
Cash provided by operating activities	$   363.4	$   458.4	$   269.1	$   563.4	$   486.7
Capital expenditures	118.1	248.4	367.6	244.0	209.0
Cash dividends paid	26.3	36.6	36.6	29.7	34.5
Dividends declared per share	0.32	0.32	0.32	0.32	0.32
Book value per share	5.88	9.43	16.28	16.98	13.80

a See Notes to Consolidated Financial Statements for detail related to acquisitions, discontinued operations, divestitures and special charges.
^bRestated to reflect Salt and Ogden as discontinued operations.
^cOperating results from continuing operations included special charges of $651.7 million, $677.7 million after tax and minority interest, or $5.91 per share, related to the Rightsizing Program, additional asset write-offs and environmental accruals, the goodwill write-down as well as a change in tax law.
^dOperating results from continuing operations included special charges of $195.3 million, $122.9 million after tax and minority interest, or $1.07 per share, primarily related to Project Profit and the Vigoro Sale.
^eOperating results from continuing operations included a special charge of $183.7 million, $112.2 million after tax, or $1.19 per share, related to the write-down of Main Pass.
^f Restated to reflect the merger with The Vigoro Corporation which was accounted for as a pooling of interests.
^g Operating results from continuing operations included a special charge of $84.9 million, $59.9 million after tax, or $0.62 per share, related to a restructuring of the Company immediately after the merger with The Vigoro Corporation.

EX-4.II.(D)

EXHIBIT 4.ii.(d)

FIRST AMENDMENT

THIS FIRST AMENDMENT dated as of January 16, 2001 (this "Amendment") amends the Second Amended and Restated Five-Year Credit Agreement dated as of September 29, 2000 (the "Credit Agreement") among IMC Global Inc. (the " Company"), various financial institutions (the "Banks") and Bank of America, N.A., as Administrative Agent (in such capacity, the "Administrative Agent"). Terms defined in the Credit Agreement are, unless otherwise defined herein or the context otherwise requires, used herein as defined therein.

WHEREAS, the Company, the Banks and the Administrative Agent have entered into the Credit Agreement; and

WHEREAS, the parties hereto desire to amend the Credit Agreement in certain respects as more fully set forth herein;

NOW, THEREFORE, the parties hereto agree as follows:

1. Amendments. Subject to the satisfaction of the conditions precedent set forth in Section 3, the Credit Agreement shall be amended as follows:
0. Addition of Definitions. The following new definitions are added to Section 1.01 in appropriate alphabetical sequence:

"Asset Sale" means the sale, lease, assignment or other transfer (or any series of related transfers) for value by the Company or any Subsidiary outside the ordinary course of business to any Person (other than the Company or a Subsidiary) of any asset or right of the Company or such Subsidiary (including any sale or other transfer of stock of any Subsidiary, whether by merger, consolidation or otherwise) for Net Cash Proceeds exceeding $250,000.

"Capital Expenditures" means all expenditures which, in accordance with generally accepted accounting principles, would be required to be shown as capital expenditures on the consolidated statement of cash flows of the Company, but excluding expenditures made in connection with the replacement, substitution or restoration of assets to the extent financed (i) from insurance proceeds (or other similar recoveries) paid on account of the loss of or damage to the assets being replaced, substituted or restored or (ii) with the proceeds of any sale of assets, to the extent the proceeds from such sale are used within 90 days thereafter to purchase replacements of or substitutions for the assets sold.

"Collateral Documents" means any written agreement pursuant to which the Company or any Guarantor grants collateral to the Administrative Agent or a collateral trustee for the benefit of the Banks (and, to the extent required by any "equal and ratable" clause or similar provision of any document in existence on the date of the First Amendment to this Agreement, other parties).

"Domestic Subsidiary" means any Subsidiary of the Company other than a Foreign Subsidiary.

"Foreign Subsidiary" means, with respect to any Person, each Subsidiary of such Person which is organized under the laws of any jurisdiction other than, and which is conducting the majority of its business outside of, the United States or any state thereof. For purposes of the foregoing, export sales to the United States shall not be deemed to be the conduct of business in the United States.

"Guarantors" means the Subsidiary Guarantors and the Phosphate Guarantors.

"Guaranty" means the Subsidiary Guaranty and the Phosphate Guaranty.

"Leverage Ratio" has the meaning set forth in Section 5.12.

"Loan Documents" means, collectively, this Agreement, the Notes, the Subsidiary Guaranty, the Phosphate Guaranty and the Collateral Documents.

"Material Domestic Subsidiaries" means Domestic Subsidiaries of the Company (excluding the Phosphate Entities and, prior to the date which is 30 days following the termination of the Transaction Documents described in Section 5.18, IMC Receivables Corp.) which collectively (together with the Company) (a) own at least 85% of the assets of the Company and its Domestic Subsidiaries (excluding the Phosphate Entities and, prior to the date which is 30 days following the termination of the Transaction Documents described in Section 5.18, IMC Receivables Corp.) and (b) generated at least 85% of the operating income of the Company and its Domestic Subsidiaries (excluding the Phosphate Entities and, prior to the date which is 30 days following the termination of the Transaction Documents described in Section 5.18, IMC Receivables Corp.) for the 12-month period ending on the last day of the most recent fiscal quarter with respect to which the Company has delivered financial statements pursuant to Section 5.01(a) or (b); provided that in the case of the fiscal quarter ended September 30, 2000, the nine-month period ending on September 30, 2000 shall be applicable in lieu of a 12-month period.

"Material Foreign Other Subsidiaries" means Foreign Subsidiaries that are directly owned by the Company or any Material Domestic Subsidiary which collectively, together with their respective Subsidiaries, (a) own at least 85% of the assets of all Foreign Subsidiaries of the Company (excluding the Phosphate Entities) and (b) generated at least 85% of the operating income of all Foreign Subsidiaries of the Company (excluding the Phosphate Entities) for the 12-month period ending on the last day of the most recent fiscal quarter with respect to which the Company has delivered financial statements pursuant to Section 5.01(a) or (b); provided that in the case of the fiscal quarter ended September 30, 2000, the nine-month period ending on September 30, 2000 shall be applicable in lieu of a 12-month period.

"Material Foreign Phosphate Subsidiaries" means Foreign Subsidiaries that are directly owned by Material Phosphate Entities and which collectively, together with their respective Subsidiaries, (a) own at least 85% of the assets of all Foreign Subsidiaries of PLP and Phosphates and (b) generated at least 85% of the operating income of all Foreign Subsidiaries of PLP and Phosphates for the 12-month period ending on the last day of the most recent fiscal quarter with respect to which the Company has delivered financial statements pursuant to Section 5.01(a) or (b); provided that in the case of the fiscal quarter ended September 30, 2000, the nine-month period ending on September 30, 2000 shall be applicable in lieu of a 12-month period.

"Material Phosphate Entities" means PLP, Phosphates and, if applicable, other Phosphate Entities (excluding Phosphate Entities that are Foreign Subsidiaries) which collectively (a) own at least 85% of the assets of the Phosphate Entities (excluding Phosphate Entities that are Foreign Subsidiaries) and (b) generated at least 85% of the operating income of the Phosphate Entities (excluding Phosphate Entities that are Foreign Subsidiaries) for the 12-month period ending on the last day of the most recent fiscal quarter with respect to which the Company has delivered financial statements pursuant to Section 5.01(a) or (b); provided that in the case of the fiscal quarter ended September 30, 2000, the nine-month period ending on September 30, 2000 shall be applicable in lieu of a 12-month period.

"Net Cash Proceeds" means (a) with respect to any Asset Sale, the aggregate cash proceeds (including cash proceeds received by way of deferred payment of principal pursuant to a note, installment receivable or otherwise, but only as and when received) received by the Company or any Subsidiary pursuant to such Asset Sale, net of (i) the direct costs relating to such Asset Sale (including sales commissions and legal, accounting and investment banking fees), (ii) taxes paid or reasonably estimated by the Company to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements) and (iii) amounts required to be applied to the repayment of any Debt secured by a Lien on the asset subject to such Asset Sale (other than Debt secured by the Collateral Documents); provided that Net Cash Proceeds shall not include the proceeds of any Asset Sale (other than Specified Asset Sales) that are anticipated to be, and are, used to buy replacement assets within 90 days after such Asset Sale; and (b) with respect to any issuance of equity securities, the aggregate cash proceeds received by the Company or any Subsidiary pursuant to such issuance, net of the direct costs relating to such issuance (including sales and underwriter's discounts and commissions and legal, accounting and investment banking fees).

"Other Credit Agreement" means the 364-Day Credit Agreement dated as of September 29, 2000 among the Company, various financial institutions and Bank of America, N.A., as administrative agent, as amended.

"Phosphate Entities" means PLP and Phosphates and their respective Subsidiaries.

"Phosphate Guarantor" means, on any day, each Phosphate Entity that has executed a counterpart of the Phosphate Guaranty on or prior to that day (and has not been released from its obligations thereunder in accordance with the terms hereof).

"Phosphate Guaranty" means the Phosphate Guaranty issued by various Phosphate Entities, substantially in the form of Exhibit N.

"Pro Rata Percentage" means the percentage which (a) the aggregate amount of the Commitments (or after termination of the Commitments, the sum of the aggregate unpaid principal amount of the Loans and the aggregate Letter of Credit Liabilities) is of (b) the sum of the aggregate amount of the (i) Commitments (or after termination of the Commitments, the sum of the aggregate unpaid principal amount of the Loans and the aggregate Letter of Credit Liabilities) and the (ii) "Commitments" under the Other Credit Agreement (or after termination of the "Commitments" under the Other Credit Agreement, the aggregate unpaid principal amount of the "Loans" thereunder).

"Series F Preferred Stock" means the shares of preferred stock of The Vigoro Corporation, a Delaware corporation and wholly-owned Subsidiary of the Company, par value $100 per share, designated Series F.

"Specified Asset Sale" means the sale, lease, assignment or other transfer (or any series of related transfers) by the Company or any Subsidiary to any Person (other than the Company or a Subsidiary) of any asset or right of the Company or such Subsidiary (including any sale or other transfer of stock of any Subsidiary, whether by merger, consolidation or otherwise) generating Net Cash Proceeds in excess of $15,000,000 and relating to any of the following businesses of the Company and its Subsidiaries considered as a whole: (i) the salt business (including GSL Corporation and its Subsidiary); (ii) the sodium bicarbonate business; (iii) the soda ash business; or (iv) the Penrice business.

"Subsidiary Guarantor" means, on any day, each Subsidiary that has executed a counterpart of the Subsidiary Guaranty on or prior to that day (and has not been released from its obligations thereunder in accordance with the terms hereof).

"Subsidiary Guaranty" means the Subsidiary Guaranty issued by various Subsidiaries of the Company, substantially in the form of Exhibit M.

"Trigger Event 1" shall be deemed to have occurred on the earlier to occur of (a) the first date on which the credit rating assigned to the senior unsecured long-term debt securities of the Company without third-party credit enhancement (or, if no such debt securities are outstanding, the indicative rating for such securities) is BB+ or below by S&P and Ba1 or below by Moody's or (b) the occurrence of Trigger Event 2.

"Trigger Event 2" shall be deemed to have occurred on the earlier of (a) the first date on which the credit rating assigned to the senior unsecured long-term debt securities of the Company without third-party credit enhancement (or, if no such debt securities are outstanding, the indicative rating for such securities) is BB or below by S&P or Ba2 or below by Moody's or (b) the last day of any fiscal quarter on or after March 31, 2001 on which the Leverage Ratio is 4.4 to 1 or higher.

1. Amendment to Definition of Borrower. The definition of Borrower is amended by inserting ", PLP" after the word "Company" in the first line thereof.
2. Amendment to Section 2.08. Clause (c) Section 2.08 is amended in its entirety to read as follows:

(c) [Intentionally deleted.]

3. Amendment to Section 2.09. Section 2.09 is amended by changing the caption to read "Termination or Reduction of Commitments"; (b) inserting "(a)" at the beginning of the existing text therein; and (c) adding the following new clause (b):

(b) At any time that the Leverage Ratio is greater than 4.00 to 1.00 as of the end of the most recent fiscal quarter for which the Company has delivered financial statements pursuant to Section 5.01(a) or (b), the aggregate amount of the Commitments shall be reduced on the third Euro-Dollar Business Day following the date of the receipt by the Company or any Subsidiary of any Net Cash Proceeds from any Asset Sale or equity issuance (other than any equity issuance by a Subsidiary to the Company or another Subsidiary) by an amount (rounded down, if necessary, to an integral multiple of $500,000) equal to the total of (i) the Pro Rata Percentage of 50% of the excess, if any, of (x) all Net Cash Proceeds received by the Company and its Subsidiaries during the 12-month period ending on such date over (y) the sum of (1) $10,000,000 and (2) 200% of the sum of (A) all reductions of the Commitments previously made pursuant to this clause (b) during such period and (B) all reductions of the "Commitments" previously made pursuant to Section 2.09(b) of the Other Credit Agreement during such period plus (ii) if the "Commitments" under the Other Credit Agreement have been (or concurrently with the application of a portion of such Net Cash Proceeds would be) reduced to zero, the amount that would have otherwise been applied to reduce the "Commitments" under the Other Credit Agreement. Notwithstanding the foregoing, no reduction of the amount of the Commitments shall be required under this clause (b) to the extent that, after giving effect thereto, the aggregate amount of all reductions of the amount of the Commitments under this clause (b) plus the aggregate amount of all reductions of the "Commitments" pursuant to Section 2.09(b) of the Other Credit Agreement would exceed $150,000,000.

4. Amendment to Section 2.12. Section 2.12 is amended by (a) changing the caption to read "Prepayments" and (b) adding the following new clause (d):

(d) On any date on which the amount of the Commitments is reduced pursuant to Section 2.09(b), one or more of the Borrowers shall prepay Syndicated Loans in the amount, if any, by which the sum of the aggregate outstanding principal amount of all Loans plus the aggregate amount of Letter of Credit Liabilities exceeds the amount of the Commitments as so reduced; provided that if the aggregate principal amount of all Syndicated Loans then outstanding is less than the amount of such excess, then one or more Borrowers shall, to the extent of the balance of such excess, deposit an amount in cash in an interest bearing cash collateral account established with the Administrative Agent for the benefit of the Banks on terms and conditions satisfactory to the Administrative Agent (and the Administrative Agent shall apply the funds in such account from time to time to pay Bid Rate Loans or reimbursement obligations under Letters of Credit until such excess is eliminated). The application of any prepayment pursuant to this Section 2.12(d) shall be made as the applicable Borrower shall direct or, in the absence of such direction, first to Euro-Dollar Loans having Interest Periods ending on the day of such prepayment, second to Base Rate Loans and third to Euro-Dollar Loans having the shortest remaining Interest Periods. Each prepayment of Loans under this Section 2.12(d) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and shall be subject to Section 2.14. No prepayment notice shall be required for any prepayment of Loans under this Section 2.12(d).

5. Amendment to Section 4.02. Section 4.02 is amended by inserting the following phrase at the end thereof immediately before the period: "(other than Liens under the Collateral Documents)".
6. Amendment to Section 5.01. Section 5.01(c)(i) is amended in its entirety to read as follows:

(i) setting forth in reasonable detail the calculations required to establish (x) whether the Company was in compliance with the requirements of Sections 5.10, 5.12, 5.13, 5.14 (if applicable) and 5.19 on the date of such financial statements, (y) whether Material Domestic Subsidiaries and Material Phosphate Entities have signed the Subsidiary Guaranty, Material Phosphate Entities have signed the Phosphate Guaranty and, if applicable, whether such Persons have granted security as required by Sections 5.15, 5.16 and 5.17 and (z) if any Net Cash Proceeds have not been applied to reduce the Commitments in anticipation of being used to buy replacement assets as contemplated by the definition of "Asset Sale", the status of such Net Cash Proceeds.

7. Amendment to Section 5.09. Section 5.09 is amended by (a) deleting the word "and" at the end of clause (h) thereof; (b) relettering the existing clause "(i)" as clause "(j)"; and (c) inserting the following new clause (i):

(i) Liens under the Collateral Documents; and.

8. Amendment to Section 5.11. Section 5.11 is amended by adding the following proviso before the period at the end thereof:

; provided that, except as permitted by clause (i), the Company will not permit IMC Global Operations, Inc. or the IMC Potash business unit of the Company to enter into any material transaction with Phosphates except transactions which are consistent with past practice prior to January 1, 2001.

9. Amendment to Section 5.12. Section 5.12 is amended in its entirety to read as follows:

SECTION 5.12. Leverage Ratio. The Leverage Ratio as of the last day of any fiscal quarter will not exceed the applicable ratio set forth below:

Fiscal Quarter Ending	Maximum Leverage Ratio
12/31/00	4.95 to 1.0
3/31/01	4.95 to 1.0
6/30/01	4.95 to 1.0
9/30/01	4.50 to 1.0
12/31/01	4.25 to 1.0
3/31/02	4.00 to 1.0
6/30/02	3.75 to 1.0
9/30/02 and thereafter	3.75 to 1.0


For this purpose:

"Consolidated Adjusted Debt" means at any date the sum of (i) the Debt of the Company and its Consolidated Subsidiaries (excluding Debt incurred in connection with the issuance of preferred stock and other preferred equity financing instruments (including trust preferred securities) that has terms no less favorable to the Banks than the terms set forth in Schedule III or otherwise reasonably satisfactory to the Required Banks) plus (ii) the aggregate unrecovered principal investment of transferees of accounts receivable from the Company or a Consolidated Subsidiary in transactions accounted for as sales under generally accepted accounting principles.

"Consolidated EBITDA" means, for any period, the consolidated operating earnings from (i) continuing operations of the Company, (ii) continuing operations of the Company's Consolidated Subsidiaries and (iii) discontinued operations of the Company and its Consolidated Subsidiaries, in each case for such period before interest, taxes, depreciation, depletion, amortization, other income and expense, minority interests, the cumulative non-cash effect of changes in accounting standards and other non-cash adjustments to operating earnings (other than any such non-cash charge to the extent that it represents an accrual of or reserve for cash expenditures in any future period), minus any non-recurring or other charges not included in consolidated operating earnings which are cash or represent an accrual of or reserve for cash expenditures in future periods (with the exception of $184,000,000 of cash charges in the fourth quarter of 1999). Consolidated EBITDA for each four-quarter period will be (a) adjusted on a pro-forma basis to reflect (i) any Acquisition closed during such period as if such Acquisition had been closed on the first day of such period and (ii) any divestiture of a Subsidiary, a division or a line of business or of all or a substantial portion of the assets of any of the foregoing for consideration (including assumed Debt) in excess of $5,000,000; and (b) increased by cash interest income received during such period from notes delivered to the Company or any Subsidiary in connection with any divestiture of the type described in clause (ii) (regardless of whether such divestiture occurred during such period).

"Leverage Ratio" means, as of the last day of any fiscal quarter, the ratio of Consolidated Adjusted Debt calculated as of such day to Consolidated EBITDA calculated for the period of four consecutive fiscal quarters most recently ended for which the Company has delivered financial statements pursuant to Section 5.01.

10. Amendment to Section 5.13. Section 5.13 is amended in its entirety to read as follows:

SECTION 5.13 Interest Coverage Ratio. The Interest Coverage Ratio as of the last day of any fiscal quarter will not be less than the applicable ratio set forth below:

Fiscal Quarter Ending	Maximum Interest Coverage Ratio
12/31/00	2.70 to 1.0
3/31/01	2.70 to 1.0
6/30/01	2.70 to 1.0
9/30/01	2.80 to 1.0
12/31/01	2.90 to 1.0
3/31/02	2.90 to 1.0
6/30/02 and thereafter	3.00 to 1.0


For this purpose:

"Adjusted EBITDA" means, for any period, Consolidated EBITDA as defined in Section 5.12, provided that no adjustment shall be made to Consolidated EBITDA to reflect any divestiture described in clause (a)(ii) of the second sentence of such definition or any interest income described in clause (b) of the second sentence of such definition.

"Consolidated Interest Expense" means for any period the sum, without duplication, of (a) interest expense of the Company and its Consolidated Subsidiaries, whether paid or accrued (including all imputed interest on leases which are capitalized in accordance with generally accepted accounting principles, but excluding interest payable solely by the issuance of Debt so long as such Debt is not payable earlier than March 19, 2003) plus (b) all dividends paid on preferred stock of the Company or any Subsidiary (excluding (i) dividends paid to the Company or another Subsidiary and (ii) dividends payable solely by the issuance of Debt so long as such Debt is not payable earlier than March 19, 2003) in excess of $20,000,000 in the aggregate for such period, all determined on a consolidated basis for such period.

"Interest Coverage Ratio" means, as of the last day of any fiscal quarter, the ratio of Adjusted EBITDA to Consolidated Interest Expense, each calculated for the period of four consecutive fiscal quarters ending on such day.

11. Addition of New Sections 5.14, 5.15, 5.16, 5.17, 5.18 and 5.19. The following new Sections 5.14 through 5.19 are added in proper numerical sequence:

SECTION 5.14 Capital Expenditures. If, as of the last day of any fiscal quarter, the Leverage Ratio exceeds 4.00 to 1.00, the Company will not permit the aggregate amount of all Capital Expenditures of the Company and its Subsidiaries (plus, without duplication, the aggregate consideration paid to acquire any of the assets related to the sulfur business of McMoRan Exploration Company, other than purchases in the ordinary course of business consistent with past practice) for the applicable period ending on the last day of such fiscal quarter to exceed (a) for the period of two consecutive fiscal quarters ending June 30, 2001, $150,000,000; (b) for the period of three consecutive fiscal quarters ending September 30, 2001, $200,000,000; or (c) for any period of four consecutive fiscal quarters ending on or after December 31, 2001, the Maximum CapEx Amount. For purposes of the foregoing, the "Maximum CapEx Amount" means, for any period of four consecutive fiscal quarters ending on or after December 31, 2001, $250,000,000; provided that if the Asset Sale described in clause (i) of the definition of "Specified Asset Sale" occurs, then the Maximum CapEx Amount shall be reduced (to the extent applicable) to $240,000,000 for the period ending on the last day of the first full fiscal quarter after such Asset Sale occurs; $230,000,000 for the period ending on the last day of the second full fiscal quarter after such Asset Sale occurs; $220,000,000 for the period ending on the last day of the third full fiscal quarter after such Asset Sale occurs; and $210,000,000 for any period ending thereafter.

SECTION 5.15. Guaranties. The Company will take, and will cause its Subsidiaries to take, such actions as are reasonably necessary or as the Administrative Agent may reasonably request (including delivery of authorization documents and customary opinions of counsel) so that (a) all of the Company's obligations hereunder are guaranteed by Subsidiaries which constitute Material Domestic Subsidiaries and by Phosphate Entities which constitute Material Phosphate Entities, in each case pursuant to the Subsidiary Guaranty and (b) all of each applicable Phosphate Entity's obligations as a Borrower hereunder are guaranteed by Phosphate Entities which constitute Material Phosphate Entities, pursuant to the Phosphate Guaranty.

SECTION 5.16 Trigger Event 1. Promptly upon the occurrence of Trigger Event 1 and from time to time thereafter, the Company will take such actions as are reasonably necessary or as the Administrative Agent may reasonably request (including delivery of authorization documents and customary opinions of counsel) to ensure that the obligations of the Company hereunder and of the Guarantors under each applicable Guaranty are secured by (i) 100% of the Voting Stock and other equity interests (other than Series F Preferred Stock) of Subsidiaries which constitute Material Domestic Subsidiaries, (ii) all of the equity interests of the Company or any Subsidiary in PLP and Phosphates, (iii) to the extent necessary, 100% of the Voting Stock and other equity interests in the Phosphate Entities (other than PLP and Phosphates) which, together with PLP and Phosphates, constitute Material Phosphate Entities and (iv) 65% of the Voting Stock and other equity interests of Foreign Subsidiaries which constitute Material Foreign Phosphate Subsidiaries and of Foreign Subsidiaries which constitute Material Foreign Other Subsidiaries. In furtherance of the foregoing, the Company will, and will cause the applicable Subsidiaries to, deliver to the Administrative Agent within 30 days after the effective date of the First Amendment to this Agreement, in the case of the assets described in clauses (i), (ii) and (iii) of the preceding sentence, and within 60 days after such effective date, in the case of the assets described in clause (iv) of the preceding sentence (and from time to time thereafter to the extent necessary or appropriate to comply with the preceding sentence promptly upon the occurrence of Trigger Event 1), all documents and instruments reasonably necessary and customary or appropriate to create a perfected Lien on the assets described in the preceding sentence. Notwithstanding anything to the contrary herein, no Phosphate Entity shall be obligated to grant any Lien securing any obligation of such Phosphate Entity other than obligations (i) under the Subsidiary Guaranty, (ii) under the Phosphate Guaranty and (iii) in respect of any loan made directly to, or letter of credit issued for the account of, such Phosphate Entity hereunder or under the Other Credit Agreement.

SECTION 5.17 Trigger Event 2. Promptly upon the occurrence of Trigger Event 2, and from time to time thereafter, the Company will take, and will cause its Subsidiaries to take, such actions as are reasonably necessary or as the Administrative Agent may reasonably request (including delivery of authorization documents, customary opinions of counsel, title commitments or policies, insurance assignments and other customary security documentation) to ensure that the obligations of the Company hereunder and of the Guarantors under the Subsidiary Guaranty are secured by substantially all of the accounts receivable, inventory, general intangibles and fixed assets of the Company and the Guarantors. In furtherance of the foregoing, the Company will, and will cause the applicable Subsidiaries to, deliver to the Administrative Agent, within 30 days after the effective date of the First Amendment to this Agreement in the case of personal property other than fixed assets and within 60 days after such effective date in the case of fixed assets (and, in each case, from time to time thereafter to the extent necessary or appropriate to comply with the preceding sentence promptly upon the occurrence of Trigger Event 2), all documents and instruments reasonably necessary and customary or appropriate to create a perfected Lien on the assets described in the preceding sentence. Notwithstanding anything to the contrary herein, no Phosphate Entity shall be obligated to grant any Lien securing any obligation of such Phosphate Entity other than obligations (i) under the Subsidiary Guaranty, (ii) under the Phosphate Guaranty and (iii) in respect of any loan made directly to, or letter of credit issued for the account of, such Phosphate Entity hereunder or under the Other Credit Agreement.

SECTION 5.18 Unwind of Receivables Purchase Transaction. If the grant of any collateral required following Trigger Event 1 violates any provision of any Transaction Document (as defined in the Transfer and Administration Agreement dated as of September 29, 2000 among IMC Receivables Corporation, certain Affiliates of the Company, IMC Global Operations Inc., the Company, Receivables Capital Corporation, Bank of America, N.A. and various other investors) and such violation is not waived, then the Company shall, and shall cause each applicable Affiliate thereof to, promptly take all actions necessary to terminate such Transaction Documents so that such grant of collateral will be permitted. Without limiting the foregoing, if Trigger Event 2 occurs, the Company shall, and shall cause each applicable Affiliate thereof to, promptly take all actions necessary to terminate such Transaction Documents. The inability of the Company or any Subsidiary to grant a Lien required by Section 5.16 or 5.17 on any asset shall not constitute a breach of this Agreement so long as (a) such inability results solely from provisions in such Transaction Documents prohibiting such Lien and (b) the Company and each applicable Affiliate thereof is timely and diligently taking all steps necessary to terminate such Transaction Documents.

SECTION 5.19 Restricted Payments. The Company will not, and will not permit any Subsidiary to, declare or pay any dividend or other distribution on any equity interests of such Person (other than dividends and distributions payable solely in equity interests of the Person paying such dividend) or prepay, purchase, redeem, defease, retire or acquire any subordinated debt of the Company or any Subsidiary, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of any shares or other equity interests of the Company or any Subsidiary, any warrants or options to purchase any such shares or other equity interests or any subordinated debt of the Company or any Subsidiary (any of the foregoing, a "Restricted Payment"), provided that (a) any Subsidiary may pay dividends or other distributions to the Company or another Subsidiary, (b) PLP may make distributions of Distributable Cash as defined in and to the extent required under the Amended and Restated Agreement of Limited Partnership of PLP (formerly known as Freeport-McMoRan Resource Partners, Limited Partnership), as amended prior to January 1, 2001, and (c) so long as no Default exists or would result therefrom, the Company and its Subsidiaries may make any Restricted Payments; provided, further, that so long as the Leverage Ratio is, or after giving effect to any Restricted Payment (and any borrowing related thereto) would be, greater than 4.00 to 1, the aggregate amount of all Restricted Payments permitted by clause (c) above in any calendar year shall not exceed $40,000,000. For purposes of the foregoing, the dividends paid on January 3, 2001 shall be deemed to have been paid in 2000 (and not 2001).

12. Amendment to Section 6.01. Section 6.01 is amended by: (a) adding the phrase "or under any other Loan Document" at the end of clause (a) before the semicolon; (b) deleting the word "or" at the end of clause (k) thereof and substituting a semi-colon therefor; (c) renumbering clause "(l)" as clause "(n)"; and (d) inserting the following new clauses (l) and (m):

(l) either Guaranty shall cease to be in full force and effect with respect to any Guarantor (other than as a result of such Guarantor ceasing to be a Subsidiary as a result of a transaction permitted hereunder), any Guarantor shall fail (subject to any applicable grace period) to comply with or to perform any applicable provision of either Guaranty, or any Guarantor (or any Person by, through or on behalf of such Guarantor) shall contest in any manner the validity, binding nature or enforceability of either Guaranty with respect to such Guarantor.

(m) any Collateral Document shall cease to be in full force and effect with respect to the Company or any Guarantor (other than due to any action or failure to act by the Administrative Agent or any applicable collateral trustee), the Company or any Guarantor shall fail (subject to any applicable grace period) to comply with or to perform any applicable provision of any Collateral Document to which it is a party, or the Company or any Guarantor (or any Person by, through or on behalf of the Company or such Guarantor) shall contest in any manner the validity, binding nature or enforceability of any Collateral Document.

13. Addition of New Section 7.11. The following new Section 7.11 is added in proper numerical sequence:

7.11 Guaranty and Collateral Matters. (a) Subject to the proviso contained in clause (b) below, the Administrative Agent shall, and the Banks irrevocably authorize the Administrative Agent to, (i) release any Person which is a Guarantor from its obligations under the Subsidiary Guaranty and, if applicable, the Phosphate Guaranty, if such Person ceases to be a Subsidiary of the Company or otherwise ceases to be a Guarantor as a result of a transaction permitted hereunder; (ii) release, or direct any applicable collateral trustee to release, any Lien on any property granted to or held by the Administrative Agent or such collateral trustee under any Collateral Document (x) upon termination of the Commitments and payment in full of all Loans and all other obligations of the Company hereunder (other than contingent indemnification obligations not yet due and payable) and the expiration or termination of all Letters of Credit; (y) which is sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder or (z) subject to Section 11.05, if approved, authorized or ratified in writing by the Required Banks; or (iii) subordinate, or direct any applicable collateral trustee to subordinate, any Lien on any property granted to or held by the Administrative Agent or such collateral trustee under any Collateral Document to the holder of any Lien on such property which is permitted by Section 5.09(a), (b), (c), (d), (e), (f) or, to the extent such Lien arises out of the distribution of products in the ordinary course of business consistent with past practice, (g) hereof. Upon request by the Administrative Agent at any time, the Required Banks will confirm in writing the Administrative Agent's authority to, or to direct a collateral trustee to, release or subordinate its interest in particular types or items of property, or to release any Subsidiary from its obligations under the Subsidiary Guaranty and/or the Phosphate Guaranty, pursuant to this Section 7.11.

(b) The Administrative Agent agrees to promptly execute and deliver to the Borrower all documents reasonably required to evidence any release or subordination permitted under this Agreement; provided that such release or subordination also is permitted under the Other Credit Agreement and under any other agreement governing indebtedness for borrowed money of the Company or any Subsidiary which is entitled to the benefits of the Collateral Documents.

14. Amendment to Section 11.05. Section 11.05 is amended by (a) deleting the word "or" at the end of clause (iv) thereof and substituting a comma therefor and (b) renumbering clause "(v)" as clause "(vi)" and (c) inserting the following new clause (v):

(v) release either Guaranty (other than with respect to a Guarantor which ceases to be a Subsidiary as a result of a transaction permitted hereunder) or all or substantially all of the collateral granted under the Collateral Documents, o r

15. Amendment to the Pricing Schedule. The Pricing Schedule is amended in its entirety to read as set forth on the Pricing Schedule attached hereto.
16. Addition of Exhibits M and N and Schedule III. The Credit Agreement is amended by adding Exhibits M and N hereto as Exhibits M and N thereto, respectively, and adding Schedule III hereto as Schedule III thereto.

1. Representations and Warranties. The Company represents and warrants to the Administrative Agent and the Banks that, after giving effect to the effectiveness hereof, (a) each warranty set forth in Section 9 of the Credit Agreement is true and correct as of the date of the execution and delivery of this Amendment by the Company, with the same effect as if made on such date, and (b) no Default or Event of Default exists.
2. Effectiveness. The amendments set forth in Section 1 above shall become effective on the date (the "Effective Date") on which the Administrative Agent shall have received (i) counterparts of this Amendment executed by the Company and the Required Banks; (ii) an amendment fee for each Bank which (x) on or before 5:00 p.m. (Chicago time) on January 9, 2001, executes and delivers to the Administrative Agent (by facsimile or otherwise) a letter consenting hereto (subject to final documentation) and (y) on or before 5:00 p.m. (Chicago time) on January 10, 2001, executes and delivers to the Administrative Agent (by facsimile or otherwise) a counterpart hereof, such fee to be in an amount equal to 0.10% of such Bank's Commitment; (iii) a Subsidiary Guaranty in the form of Exhibit M hereto and a Phosphate Guaranty in the form of Exhibit N hereto, each executed by sufficient Subsidiaries so that the Company is in compliance with Section 5.15 of the Credit Agreement after giving effect hereto; (iv) certificates of the Company and the Guarantors as to their respective organizational documents, resolutions or other appropriate documents authorizing the transactions contemplated hereby and the incumbency and signatures of their respective officers executing documents pursuant hereto; and (v) the opinions of Kirkland & Ellis, special counsel for the Company and the Guarantors, and Mary Ann Hynes, Senior Vice President and General Counsel of the Company.
3. Miscellaneous.
1. Continuing Effectiveness, etc. As herein amended, the Credit Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects. After the effectiveness of this Amendment, all references in the Credit Agreement and the other Loan Documents to "Credit Agreement" or similar terms shall refer to the Credit Agreement as amended hereby.
2. Counterparts. This Amendment may be executed in any number of counterparts and by the different parties on separate counterparts, and each such counterpart shall be deemed to be an original but all such counterparts shall together constitute one and the same Amendment.
3. Governing Law. This Amendment shall be a contract made under and governed by the laws of the State of Illinois applicable to contracts made and to be performed entirely within such State.
4. Successors and Assigns. This Amendment shall be binding upon the Company, the Banks and the Administrative Agent and their respective successors and permitted assigns, and shall inure to the benefit of the Company, the Banks and the Administrative Agent and the respective successors and permitted assigns of the Banks and the Administrative Agent.
5. Certain Collateral Matters. The Required Banks acknowledge that (a) the Administrative Agent will act as administrative agent for the Banks, the "Banks" under the Other Credit Agreement and the holders of certain Derivatives Obligations for purposes of the Subsidiary Guaranty and the Phosphate Guaranty and may act as administrative for such parties under one or more Collateral Documents and (b) the Administrative Agent will enter into arrangements pursuant to which one or more collateral trustees will be appointed to act on behalf of the parties hereto and the holders (or one or more trustees for the holders) of debt of the Company or PLP or their respective Subsidiaries which are entitled to equal and ratable Liens on certain of the collateral which may be granted to secure the obligations under the Credit Agreement. The Required Banks authorize the Administrative Agent act in the agency capacity referred to above and to enter into any arrangement described above on behalf of the Banks and to execute and deliver such documents as may reasonably be required or appropriate in connection therewith.

[Signatures follow]

Delivered at Chicago, Illinois, as of the day and year first above written.

IMC GLOBAL INC.

By:_______________________________________
Title:______________________________________

BANK OF AMERICA, N.A.,
Individually and as Administrative Agent

By:_______________________________________
Title: Principal______________________________

THE CHASE MANHATTAN BANK,
Individually and as Syndication Agent

By:_______________________________________
Title:______________________________________

ROYAL BANK OF CANADA, Individually and as Documentation Agent

By:________________________________________
Title:______________________________________

BANK ONE, NA (Main Office Chicago), Individually and as Co-Syndication Agent

By:________________________________________
Title:_______________________________________

SUNTRUST BANK, ATLANTA, Individually and as Co-Syndication Agent

By:_________________________________________
Title:________________________________________

MORGAN GUARANTY TRUST COMPANY OF NEW YORK

By:__________________________________________
Title:_________________________________________

CREDIT AGRICOLE INDOSUEZ

By:___________________________________________
Title:__________________________________________

THE NORTHERN TRUST COMPANY

By:____________________________________________
Title:___________________________________________

ABN AMRO BANK N.V.

By:____________________________________________
Title:___________________________________________

By_____________________________________________
Title:___________________________________________

BNP PARIBAS

By:_____________________________________________
Title:____________________________________________

THE BANK OF NEW YORK

By:_____________________________________________
Title:____________________________________________

THE BANK OF TOKYO-MITSUBISHI, LTD. CHICAGO BRANCH

By:_____________________________________________
Title:____________________________________________

FIRST UNION NATIONAL BANK

By:_____________________________________________
Title:____________________________________________

COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK INTERNATIONAL", NEW YORK BRANCH

By:_____________________________________________
Title:____________________________________________

STANDARD CHARTERED BANK

By:_____________________________________________
Title:____________________________________________

By:_____________________________________________
Title:____________________________________________

BANK HAPOALIM B.M.

By:_____________________________________________
Title:____________________________________________

By:_____________________________________________
Title:____________________________________________

THE DAI-ICHI KANGYO BANK, LTD., CHICAGO BRANCH

By:_____________________________________________
Title:____________________________________________

HSBC BANK USA

By:_____________________________________________
Title:____________________________________________

THE INDUSTRIAL BANK OF JAPAN, LIMITED,

CHICAGO BRANCH

By:_____________________________________________
Title:____________________________________________

HARRIS TRUST AND SAVINGS BANK

By:_____________________________________________
Title:____________________________________________

Pricing Schedule

The "Euro-Dollar Margin" and the "Facility Fee Rate" for any day are the respective percentages set forth below in the applicable row under the column corresponding to the Status that exists on such day:

	LEVEL I	LEVEL II	LEVEL III	LEVEL IV	LEVEL V
Facility Fee Rate	.150%	.175%	.225%	.375%	.500%
Euro-Dollar Margin	.475%	.825%	1.150%	1.375%	1.625%

For purposes of this Schedule, the following terms have the following meanings, subject to the last paragraph of this Schedule:

"Level I Status" exists at any date if, at such date, the Company is rated  BBB+ or higher by S&P and Baa1 or higher by Moody's.

"Level II Status" exists at any date if, at such date, (i) the Company is rated BBB or higher by S&P and Baa2 or higher by Moody's and (ii) Level I Status does not exist.

"Level III Status" exists at any date if, at such date, (i) the Company is rated BBB- or higher by S&P and Baa3 or higher by Moody's and (ii) neither Level I Status nor Level II Status exists.

"Level IV Status" exists at any date if, at such date, (i) the Company is rated BB+ or higher by S&P and Ba1 or higher by Moody's or higher and (ii) neither Level I Status, Level II Status nor Level III Status exists.

"Level V Status" exists at any date if, at such date, no other Status exists.

"Status" refers to the determination of which of Level I Status, Level II Status, Level III Status, Level IV Status or Level V Status exists at any date.

The credit ratings to be utilized for purposes of this Schedule are those assigned to the senior unsecured long-term debt securities of the Company without third-party credit enhancement, whether or not any such debt securities are actually outstanding, and any rating assigned to any other debt security of the Company shall be disregarded. The rating in effect at any date is that in effect at the close of business on such date. If at any date, the Company's long-term debt is not rated by either S&P or by Moody's, then Level V status shall apply.

SCHEDULE III
TERMS APPLICABLE TO SUBORDINATED DEBT

In order to qualify for the exclusion from clause (i) of the definition of "Consolidated Adjusted Debt" in Section 5.12 of the Credit Agreement, Debt must meet each of the following requirements:

(1) The Company shall be the primary obligor of such Debt; provided that the Company may issue trust preferred securities which involve the issuance by a Subsidiary of a preferred equity security supported by a debt obligation of the Company to such Subsidiary and/or a guarantee by the Company.

(2) Such Debt shall be unsecured.

(3) Such Debt shall not have any scheduled payment of principal or payment to any sinking or similar fund earlier than December 16, 2003.

(4) Such Debt shall be subordinated in right of payment to all Senior Obligations (as defined below) pursuant to subordination terms providing that

(A) upon any bankruptcy or insolvency proceeding with respect to the Company, all Senior Obligations shall first be paid in full in cash before any payment or distribution of any cash, property or securities (other than equity securities or other securities which are subordinated to the Senior Obligations or to any securities issued to the holders of Senior Obligations at least to the same extent as set forth herein ("Junior Securities")) may be made on account of such Debt;

(B) upon any default in the payment when due (whether upon acceleration or otherwise) of any Senior Obligations, no payment by or on behalf of the Company in respect of such Debt (other than Junior Securities) may be made;

(C) upon any default with respect to the Senior Obligations (other than a default of the type described in clause (4)(B) above), if the Administrative Agent gives notice of such default (a "Default Notice") to the trustee for or other representative of such Debt (the "Trustee"), then, unless and until all such defaults have been cured or waived or the Trustee receives notice from the Administrative Agent terminating the Blockage Period (as defined below), during the 180 days after the delivery of such Default Notice (the "Blockage Period"), neither the Company nor any of its Subsidiaries shall (x) make any payment with respect to such Debt or (y) acquire any of such Debt for cash or property. Notwithstanding the foregoing, in no event will a Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Period, and only one Blockage Period may be commenced within any 360 consecutive day period; and

(D) if a distribution is made to holders of such Debt that because of such subordination provisions should not have been made to them, the holders who receive such distribution shall hold it in trust for holders of Senior Obligations and pay it over to them as their interests may appear.

(5) The indenture or other governing instrument for such Debt shall provide that, if an event of default occurs with respect to such Debt (other than an event of default occurring with respect to a bankruptcy of the Company) and is continuing, such Debt may not be accelerated unless and until the first to occur of (x) acceleration of the Senior Obligations or (y) five Business Days after receipt by the Company and the Administrative Agent of written notice from the Trustee that such Debt is to be accelerated.

(6) The other material terms and provisions (including covenant and default provisions) of such Debt shall be no more restrictive on the Company and its Subsidiaries than the terms and provisions of the Credit Agreement and the other Loan Documents. Without limiting the foregoing, such Debt shall not include any cross-default provisions (but may have cross-acceleration provisions) other than a cross-default to a payment default with respect to Material Financial Obligations at their final stated maturity.

(7) If such Debt is guaranteed by any Subsidiary (a "Guarantor"), the guaranty shall provide that the obligations of each Guarantor shall be subordinated to the prior payment in full in cash of all obligations of such Guarantor under its guaranty of the Senior Obligations ("Senior Guaranty Obligations") on the same basis as such Debt of the Company is junior and subordinated to all Senior Obligations of the Company (it being understood that the Senior Guaranty Obligations of such Guarantor shall be determined without giving effect to any reduction in the amount of such obligations necessary to render the liabilities of such Guarantor with respect thereto (as obligor, guarantor or otherwise) not voidable or avoidable under applicable law).

For purposes of the foregoing, "Senior Obligations" means all obligations (including for principal, interest (including all interest accruing after the commencement of any bankruptcy or insolvency proceeding with respect to the Company, regardless of whether such interest is an allowed claim in such proceeding), fees, reimbursement obligations, guaranty obligations, indemnity obligations, breakage costs, fees, expenses and other amounts) of the Company under the Credit Agreement; all obligations of the Company under the Other Credit Agreement; and all Derivative Obligations of the Company to any Bank or to any "Bank" under the Other Credit Agreement or to any Affiliate of any of the foregoing, in each case as amended, extended, renewed, refinanced, replaced or otherwise modified from time to time.

10-K405

______________________________________________________________________________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the year ended December 31, 2000
Commission file number 1-9759

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

Delaware
(State or other jurisdiction of
incorporation or organization) 36-3492467
(I.R.S. Employer
Identification No.)

100 South Saunders Road
Lake Forest, Illinois 60045
(847) 739-1200
(Address and telephone number, including area code, of registrant's principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Common Stock, par value $1 per share
Preferred Share Purchase Rights Name of each exchange on which registered New York and Chicago Stock Exchanges
New York and Chicago Stock Exchanges

Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes üNo _____

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

State the aggregate market value of the voting stock held by non-affiliates of the Registrant: $1,476,968,986 as of March 15, 2001. Market value is based on the March 15, 2001 closing price of Registrant's common stock as reported on the New York Stock Exchange Composite Transactions for such date.

APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares outstanding of each of the Registrant's classes of common stock: 114,783,371 shares, excluding 10,401,930 treasury shares as of March 15, 2001.

DOCUMENTS INCORPORATED BY REFERENCE

1.     Portions of the Registrant's Annual Report to Shareholders for the year ended December 31, 2000 (Part I, Item 1 and Part II, Items 6, 7, 7a and 8).
2.     Portions of the Registrant's definitive proxy statement to be issued in conjunction with the 2001 Annual Meeting of Stockholders (Part III, Items 10, 11, 12 and 13).

________________________________________________________________________________________

2000 FORM 10-K CONTENTS

Item Page

                                      Part I:

1.	Business	1
	Company Profile	1
	Business Unit Information	2
	Factors Affecting Demand	8
	Other Matters	9
	Executive Officers of the Registrant	9
2.	Properties	11
3.	Legal Proceedings	11
4.	Submission of Matters to a Vote of Security Holders	11

                                      Part II:

5.	Market for the Registrant's Common Stock and Related Stockholder Matters	11
6.	Selected Financial Data	11
7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	12
7a.	Quantitative and Qualitative Disclosures about Market Risk	12
8.	Financial Statements and Supplementary Data	12
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	12

                                      Part III:

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

                                      Part IV:

14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 13

Signatures   13

PART I.

Item 1. Business.¹

COMPANY PROFILE

IMC Global Inc. (Company or IMC), a publicly traded Delaware corporation incorporated in 1987, 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 to the worldwide industry. The Company mines, processes and distributes potash in the United States and Canada and is the majority joint venture partner in IMC Phosphates Company (IMC Phosphates), a leading producer, marketer and distributor of phosphate crop nutrients and animal feed ingredients. The Company's current operational structure consists of two continuing business units corresponding to its major product lines, as follows: IMC PhosFeed (PhosFeed), which represents the IMC Phosphates (Phosphates) and IMC Feed Ingredients businesses and IMC Potash (Potash). As a result of the planned divestiture of IMC Chemicals (Chemicals), IMC Salt (Salt) and a solar evaporation facility located in Ogden, Utah (Ogden), all financial information for these businesses is reflected as discontinued operations. Information with respect to the status of these planned divestitures is incorporated by reference to Note 4 of Notes to Consolidated Financial Statements included in Part II, Item 8, of this Annual Report on Form 10-K, which is incorporated herein by reference.

The three major nutrients required for plant growth are nitrogen; phosphorus, contained in phosphate rock; and potassium, contained in potash. Nitrogen is an essential element for most organic compounds in plants. Phosphorus plays a key role in the photosynthesis process. Potassium is an important regulator of plants' physiological functions. These elements occur naturally in the soil but need to be replaced as crops remove them from the soil. Currently, no viable substitutes exist to replace the role of phosphate, potash and nitrogen in the development and maintenance of high-yield crops.

The Company believes that it is one of the most efficient North American producers of concentrated phosphates, potash and animal feed ingredients. IMC's business strategy focuses on maintaining and growing its leading position as a crop nutrient and animal feed producer and distributor through extensive customer service; efficient distribution and transportation as well as supplying products worldwide at competitive prices, largely by capitalizing on economies of scale and state-of-the-art technology to reduce costs.

IMC and Phosphate Resource Partners Limited Partnership (PLP), have a 56.5 percent and 43.5 percent, respectively, direct economic interest in IMC Phosphates over the term of the joint venture. IMC owns 51.6 percent of the outstanding PLP limited partnership units. As a result, the Company's total interest in IMC Phosphates is approximately 78.9 percent.

For additional information on the Company's business structure, see Notes 5 through 7 of Notes to Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data," of this Annual Report on Form 10-K, which is incorporated herein by reference.

1 All statements, other than statements of historical fact contained within this Form 10-K constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.

  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, the following: general business and economic conditions and governmental policies affecting the agricultural industry in localities where the Company or its customers operate; weather conditions; the impact of competitive products; pressure on prices realized by the Company for its products; constraints on supplies of raw materials used in manufacturing certain of the Company's 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 the Company; success in implementing the Company's various initiatives including the divestitures of Chemicals, salt and Ogden; and other risk factors reported from time to time in the Company's Securities and Exchange Commission reports.

BUSINESS UNIT INFORMATION

The amounts and relative proportions of net sales and operating earnings contributed by the business units of the Company have varied from year to year and may continue to do so in the future as a result of changing business, economic, competitive and weather conditions as well as technological developments.

In 1999, the Company 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, the Company initiated a plan to improve profitability (Project Profit). The initiative of Project Profit consisted primarily of a restructuring of operations at the PhosFeed business unit.

For additional information on the Rightsizing Program, Project Profit and amendments to the Company's credit facilities, see Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," and Notes 4 and 10 of Notes to Consolidated Financial Statements included in Part II, Item 8, of this Annual Report on Form 10-K, which is incorporated herein by reference.

The following business unit discussion should be read in conjunction with the information contained in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," and Note 17 of Notes to Consolidated Financial Statements included in Part II, Item 8, of this Annual Report on Form 10-K, which is incorporated herein by reference.

PhosFeed

Net sales for PhosFeed were $1,320.5 million, $1,591.0 million and $1,825.7 million for the years ended December 31, 2000, 1999 and 1998 respectively. PhosFeed 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. PhosFeed is also a leading United States producer of concentrated phosphates with an annual capacity of approximately four million tons of phosphoric acid (P₂O₅)². PhosFeed's concentrated phosphate products are marketed worldwide to crop nutrient manufacturers, distributors and retailers. Additionally, PhosFeed 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.

PhosFeed's facilities, which produce concentrated phosphates and animal feed phosphates, 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. Diammonium phosphate (DAP), monoammonium phosphate 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. Additionally, PhosFeed sources potassium raw materials from the Company's respective 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 PhosFeed's output with customer needs. PhosFeed 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, PhosFeed indefinitely shut down all of its remaining operations in Louisiana until market conditions improve.

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

2 P₂O₅ is an industry term indicating a product's phosphate content measured chemically in units of phosphorous pentoxide.

Phosphate Rock

All of PhosFeed's phosphate mines and related mining operations are located in central Florida. PhosFeed 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. PhosFeed currently maintains four operational mines.

PhosFeed's 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. Anticipated production in 2001 will be greater than the annual production of the prior two years. Although PhosFeed 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.

PhosFeed estimates its proven reserves to be 473 million tons of phosphate rock as of December 31, 2000. PhosFeed 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 BPL³. The phosphate rock mined by PhosFeed in the last three years averaged 65 percent BPL, which management believes is typical for phosphate rock mined in Florida during this period. PhosFeed 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.

PhosFeed 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, PhosFeed believes that these mineralized deposits differ in physical and chemical characteristics from those historically mined by PhosFeed but are similar to certain of the reserves being mined in current operations. These 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, the Company's ability to mine these Resources may be restricted.

3 BPL is the standard industry term used to grade the quality of phosphate rock.

Sulphur

A significant portion of PhosFeed's sulphur requirements is provided by the sulphur subsidiary of McMoRan Exploration Company (MMR) under a supply agreement with the Company. PhosFeed's remaining sulphur requirements are provided by market contracts. Additionally, the Company, 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

PhosFeed's 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, PhosFeed sells its concentrated phosphates to crop nutrient manufacturers, distributors and retailers. The Company also uses concentrated phosphates internally for the production of animal feed ingredients. Virtually all of PhosFeed's export sales of phosphate crop nutrients are marketed through the Phosphate Chemicals Export Association (PhosChem), a Webb-Pomerene Act organization, which the Company administers on behalf of itself and three 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, PhosFeed's exports of concentrated phosphates to Asia were 35 percent of total shipments, with China representing 26 percent of those shipments. PhosFeed, 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 PhosFeed's 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 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, PhosFeed 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 the IMC AgriBusiness business unit (AgriBusiness) in April 1999. However, since April 1999, sales to the purchaser of AgriBusiness have been reflected as sales to customers. PhosFeed 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

PhosFeed 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 primarily on price and, to a lesser extent, 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.

Potash

Net sales for the Potash business unit were $871.0 million, $830.2 million and $844.8 million for the years ended December 31, 2000, 1999 and 1998, respectively.

Potash mines, processes and distributes potash in the United States and Canada. The term "potash" applies generally to the common salts of potassium. Potash's products are marketed worldwide to crop nutrient manufacturers, distributors and retailers and are also used in the manufacture of mixed crop nutrients and, to a lesser extent, animal feed ingredients (see PhosFeed). Potash's products are also used for icemelter and water softener regenerant and sold primarily through the Company's former Salt business unit that is being divested. Potash also sells potash to customers for industrial use. Potash operates four potash mines in Canada as well as three potash in the United States. The solar evaporation facility that was formerly operated by Potash is part of a planned divestiture. With a total capacity in excess of ten million tons of product per year, management believes that Potash is one of the leading private-enterprise potash producers in the world. In 2000, these operations accounted for approximately 14 percent of world capacity on a K₂O basis⁴.

4 Since the amount of potassium in the common salts of potassium varies, the industry has established a common standard of measurement of defining a product's potassium content, or grade, in terms of equivalent percentages of potassium oxide (K₂O). A K₂O equivalent of 60 percent and 22 percent is the customary minimum standard for muriate of potash, sulphate of potash and double sulphate of potash magnesia products, respectively.

Canadian Operations

Potash's four mines in Canada produce muriate of potash exclusively and are located in the province of Saskatchewan, Canada. Two potash mines are interconnected at Esterhazy, one is located at Belle Plaine and one is located at Colonsay. The combined annual capacity of these four mines is approximately eight million tons. Esterhazy and Colonsay utilize shaft mining while Belle Plaine utilizes solution mining technology. Traditional potash shaft mining takes place underground at depths of over 3,000 feet where continuous mining machines cut out the ore face and move jagged chunks of ore to conveyor belts. The ore is then crushed, moved to storage bins and then hoisted to refineries above ground. In contrast, Potash's solution mining process involves heated water which is pumped through a "cluster" to dissolve the potash in the ore bed. A cluster consists of a series of boreholes drilled into the potash ore by a portable, all-weather, electric drilling rig. A separate distribution center at each cluster controls the brine flow. The solution containing dissolved potash and salt is pumped to a refinery where sodium chloride, a co-product of this process, is separated from the potash through the use of evaporation and crystallization techniques. Concurrently, solution is pumped into a 130 acre cooling pond where additional crystallization occurs and the resulting product is recovered via a floating dredge. Refined potash is dewatered, dried and sized. The Canadian operations produce 26 different potash products, including industrial grades, many through proprietary processes.

Potash Corporation of Saskatchewan Inc. (PCS) controls several potash-producing mineral rights properties located in the vicinity of Potash's Esterhazy mines. Under a long-term contract with PCS, the Company mines and refines these reserves for a fee plus a pro rata share of production costs. The specified quantities of potash to be produced for PCS may, at the option of PCS, amount to an annual maximum of 1,050,000 tons and a minimum of 500,000tons per year. The current contract extends through June 30, 2001 and is renewable at the option of PCS for five additional five-year periods.

Potash controls the rights to mine 323,230 acres of potash-bearing land in Saskatchewan. This land, of which 72,964 acres have already been mined or abandoned, contains over 4.6 billion tons of potash mineralization (calculated after estimated extraction losses) at an average grade of approximately 21 percent K₂O. The Company believes that this ore is sufficient to support current operations for more than a century and will yield more than 1.4 billion tons of finished product with a K₂O content of approximately 61 percent.

Potash's mineral rights in Saskatchewan consist of 124,113 acres owned in fee, 175,959 acres leased from the province of Saskatchewan and 23,158 acres leased from other parties. All leases are renewable by the Company for successive terms of 21 years. Royalties, established by regulation of the province of Saskatchewan, amounted to approximately $9.0 million, $9.1 million and $9.8 million in 2000, 1999 and 1998, respectively.

Since December 1985, the Company has experienced an inflow of water into one of its two interconnected potash mines at Esterhazy, Saskatchewan. As a result, the Company has incurred expenditures, certain of which, due to their nature, have been capitalized while others have been charged to expense, to control the inflow. Since the initial discovery of the inflow, the Company has been able to meet all sales obligations from production at the mines. The Company has considered alternatives to the operational methods employed at Esterhazy. However, the procedures utilized to control the water inflow have proven successful to date, and the Company currently intends to continue conventional shaft mining. Despite the relative success of these measures, 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 the Company to change its mining process or abandon the mines.

Potash's 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.

For potash and salt residuals in Saskatchewan, the Department of Environmental and Resource Management (Department) has required all mine operators to obtain approval of facility decommissioning and reclamation plans (Plans) that will apply once mining operations at any facility are terminated. As part of these Plans, the Department requires operators to provide financial assurance that the Plans will be carried out. The Company cannot predict with certainty the financial impact of these decommissioning requirements, however the Company will continue to work with the Department to determine decommissioning requirements as well as financial mechanisms.

United States Operations

Potash has two United States potash facilities: the Carlsbad shaft mine located in Carlsbad, New Mexico; the Hersey solution mine located in Hersey, Michigan

The Carlsbad mine has an annual production capacity of over 1.7 million tons of finished product. The reserves are of two types: (1) sylvinite, a mixture of potassium chloride and sodium chloride, the same as the ore mined in Saskatchewan; and (2) langbeinite, a double sulphate of potassium and magnesium.

Continuous underground mining methods are utilized for 100 percent of the ore extraction. In the continuous mining sections, drum type mining machines are used to cut the sylvinite and langbeinite ore from the face. Mining heights are as low as four and one-halffeet. Ore is loaded onto conveyors, transported to storage areas and then hoisted to the surface for further processing at the refinery.

Three types of potash are produced at the Carlsbad refinery: muriate of potash, which is the primary source of potassium for the crop nutrient industry; double sulphate of potash magnesia, marketed under the brand name K-Mag^®, containing significant amounts of sulphur, potassium and magnesium, with low levels of chloride; and sulphate of potash, supplying a high concentration of potassium with low levels of chloride.

At the Carlsbad facility,IMC mines and refines potash from 56,196 acres of reserves that are controlled by long-term leases. These reserves contain an estimated total of180.2 million tons of potash mineralization (calculated after estimated extraction losses) in three mining beds evaluated at thicknesses ranging from four and one-half feet to in excess of 11feet. At average refinery rates, these ore reserves are estimated to be sufficient to yield 11.7million tons of concentrate from sylvinite with an average grade of 60 percent K₂O and33.1 million tons of langbeinite concentrate with an average grade of approximately 22 percent K₂O. At projected rates of production, management estimates that Potash's reserves of sylvinite and langbeinite are sufficient to support operations for more than 20years and25years, respectively.

Potash made mine modifications and constructed a new state-of-the-art, world class langbeinite refinery at Carlsbad at a cost of approximately $77.0 million which began production during 1999. The production capacity at the Carlsbad facility was increased by 35 percent as a result of constructing the new K-Magprocessing plant.

At Hersey, Michigan, Potash operates a solution mining facility with annual potash production capacity of approximately 160,000 tons, and annual salt capacity of approximately 275,000 tons. At Hersey, Potash's mineral rights consist of 1,093 acres owned in fee and 11,630 acres controlled under long-term leases. These lands contain an estimated 300.0 million tons of potash mineralization contained in two beds ranging in thickness from 14 to 30 feet. Management estimates that these reserves are sufficient to yield 62.0 million tons of concentrate from sylvinite with an average grade of 60 percent K₂O. At current rates of production, management estimates that these reserves are sufficient to support operations for more than 300 years.

Royalties for the United States operations amounted to $4.8 million, $4.1 million and $3.5 million in 2000, 1999 and 1998, respectively.

Natural Gas

Natural gas is a significant raw material used in the potash solution mining process. The purchase, transportation, and storage of natural gas amounts to approximately 13 percent of Potash production costs. The two solution mines account for approximately 64 percent of total natural gas requirements. The Potash business unit purchases a portion of its requirements through fixed price physical contracts or forward contracts which fix the price of future deliveries; while the remainder of its requirements is purchased either on the domestic spot market or under short term contracts.

Sales and Marketing

Potash's North American potash sales are made through Potash's sales force. North American agricultural sales are primarily to independent accounts, co-operatives and large regional fertilizer buyers while non-agricultural sales are primarily to large industrial accounts and the animal feed industry. Additionally, potash is used as an ingredient in icemelter and as a water softener regenerant.

Potash is sold throughout the world, with Potash's largest amount of sales outside of North America made to China, Japan, Malaysia, Korea, Australia, New Zealand and Latin America. Potash's exports from Canada, except to the United States, are made through Canpotex Limited (Canpotex), an export association of Saskatchewan potash producers. In general, Canpotex sales are allocated among the producer members based on production capacity. The Company currently supplies approximately 35 percent of Canpotex's requirements. Potash exports from Carlsbad are sold through the Company's sales force. In 2000, 85 percent of the potash produced by Potash was sold as crop nutrients, while 15 percent was sold for non-agricultural uses.

The table below shows Potash's shipments of potash in thousands of tons:

	2000		1999		1998
	Tons	%	Tons	%	Tons	%
Domestic
Customers	5,318	64	4,753	61	4,465	54
Captive, to other business units	203	2	415	5	1,115	14
	5,521	66	5,168	66	5,578	68
Export	2,864	34	2,676	34	2,600	32
Total shipments	8,385	100	7,844	100	8,178	100
	====	===	====	===	====	===

As of December 31, 2000, Potash had contractual commitments from non-affiliated customers for the shipment of potash amounting to approximately 3.0 million tons in 2001. Captive sales decreased in 1999 as a result of the sale of AgriBusiness in April 1999. However, since April 1999, sales to the purchaser of AgriBusiness have been reflected as sales to customers.

Competition

Potash is a commodity available from many sources and consequently, the market is highly competitive. In addition to the Potash business unit, there are four North American producers: two in the United States and two in Canada, one of which may have greater production capacity than Potash. Through its participation in Canpotex, the Potash business unit competes outside of North America with various independent potash producers and consortia as well as other export organizations, including state-owned organizations. Potash's principal methods of competition, with respect to the sale of potash include: pricing; offering consistent, high-quality products and superior service; as well as developing new industrial and consumer uses for potash.

FACTORS AFFECTING DEMAND

The Company's results of operations historically have reflected the effects of several external factors, which are beyond the Company's 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, government policies and weather. Furthermore, the Company's crop nutrients business is seasonal to the extent North American farmers and agricultural enterprises purchase more crop nutrient products during the spring and fall.

The Company's foreign operations and investments, and any future international expansion by the Company, 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 Matters

For information regarding environmental matters of the Company, see Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," of this Annual Report on Form 10-K, which is incorporated herein by reference.

Employees

The Company had 7,833 employees as of December 31, 2000. The work force consisted of 2,287 salaried, 5,525 hourly and 21 temporary or part-time employees.

Labor Relations

Within North America, the Company has 16 collective bargaining agreements with the affiliated local chapters of six international unions. As of December 31, 2000, approximately 90 percent of the hourly work force were covered under collective bargaining agreements. Four agreements were successfully negotiated during 2000. Seven agreements covering 45 percent of the union hourly workforce will expire in 2001. The Company considers its labor relations to be good.

EXECUTIVE OFFICERS OF THE REGISTRANT

The ages and five-year employment history of the Company's executive officers as of March 15, 2001 was as follows:

Robert F. Clark

Age 58. Senior Vice President of the Company since April 1999 and President of Salt since joining the Company in April 1998 as a result of the Harris Chemical Group, Inc. acquisition. From 1993 to 1998 Mr. Clark served as President of Great Salt Lake Minerals, a division of Harris Chemical Group, Inc.

Bruce G. Davis

Age 52. Vice President, Materials since September 2000. Mr. Davis served as Vice President, Supply Chain from December 1999 until September 2000. Prior to joining the Company, Mr. Davis served as Vice President, Purchasing and Logistics for Witco Corporation, a specialty chemical company from January 1995 to July 1999.

E. Paul Dunn, Jr.

Age 47. Vice President and Treasurer of the Company since joining the Company in May 1998. Prior to joining the Company, Mr. Dunn served as Vice President, Finance and Information Technology for GATX Terminals Corporation, a provider of storage, handling and transportation of petroleum and chemical commodities, from 1995 to 1998.

C. Steven Hoffman

Age 52. Senior Vice President of the Company since 1990 and President, International since September 1998. From 1995 to August 1998, Mr. Hoffman served as Senior Vice President, International of the Company.

John U. Huber

Age 62. Executive Vice President of the Company since October 1999 and President, Crop Nutrients since March 2001. Mr. Huber served as President of Potash since joining the Company in March 1996 to January 2001. Mr. Huber also served as President of IMC Phosphates from September 1998 to May 1999. Prior to joining the Company, Mr. Huber served as Executive Vice President of The Vigoro Corporation from June 1993 to March 1996.

Mary Ann Hynes

Age 53. Senior Vice President and General Counsel of the Company since joining the Company in July 1999. Prior to joining the Company, Ms. Hynes served as Vice President, General Counsel and Secretary of Sundstrand Corporation, a designer and manufacturer of aerospace and industrial technology-based components, from 1998 to July 1999. From 1997 to 1998 Ms. Hynes served as General Counsel and Assistant Secretary of Wolters Kluwer U.S. Corporation, the parent company of numerous technical print and electronic publishers. From 1980 to 1996 Ms. Hynes served as General Counsel of CCH Incorporated, a global provider of tax and business law information through publications and software.

J. Bradford James

Age 54. Executive Vice President and Chief Financial Officer of the Company since October 1999. Mr. James served as Senior Vice President and Chief Financial Officer of the Company from February 1998 to September 1999. Prior to joining the Company in February 1998, Mr. James served as Executive Vice President of USG Corporation, a manufacturer and distributor of residential and industrial building materials, from 1995 through 1997.

Stephen P. Malia

Age 46. Senior Vice President, Human Resources of the Company since joining the Company in January 2000. Prior to joining the Company, Mr. Malia served as Vice President, Human Resources-Exterior Systems Business for Owens Corning, a manufacturer of consumer and industrial building materials and composite systems, from 1997 through 1999 and Vice President, Human Resources-Planning, Staffing and Development from 1995 through 1997.

Kermit E. McCormack

Age 55. Senior Vice President of the Company and President, North America Sales & Marketing since January 2001. From 1995 to January 2001 Mr. McCormack served as President, IMC Feed Ingredients.

Carolyn W. Merritt

Age 54. Senior Vice President, Environment, Health and Safety of the Company since August 1998. Ms. Merritt served as Vice President, Environment, Health and Safety from March 1996 to August 1998. Prior to joining the Company, Ms. Merritt served as Vice President, Environmental Affairs for The Vigoro Corporation from July 1994 to March 1996.

Douglas A. Pertz

Age 46. Chairman, President and Chief Executive Officer of the Company since October 2000. From October 1999 to October 2000, Mr. Pertz served as President and Chief Executive Officer of the Company. From October 1998 to October 1999, Mr. Pertz served as President and Chief Operating Officer of the Company. From 1995 to 1998, Mr. Pertz served as President and Chief Executive Officer and as a director of Culligan Water Technologies, Inc., a leading manufacturer and distributor of water purification and treatment products.

Anne M. Scavone

Age 37. Vice President and Controller of the Company since April 1996. Ms. Scavone served as Director, Joint Venture Finances from April 1995 to April 1996.

Larry L. Shoemake

Age 52. Vice President, Information Systems and E-Commerce of the Company since January 2001. From March 2000 to January 2001, Mr. Shoemake served as Vice President, Shared Services and E-Commerce, and from January 1999 to March 2000, as President, Shared Services. From May 1997 to January 1999, Mr. Shoemake served as Vice President, Global Vision and from March 1996 to May 1997 as Vice President, Logistics.

All of the Company's executive officers are elected to serve until the next organizational meeting of the Board of Directors of the Company, or until their respective successors are elected and qualified or until their earlier death, resignation or removal.. No "family relationships," as that term is defined in Item 401(d) of Regulation S-K, exist among any of the listed officers.

Item 2. Properties.

Information regarding the plant and properties of the Company is included in Part I, Item 1, "Business," of this Annual Report on Form 10-K.

Item 3. Legal Proceedings¹.

For information on legal and environmental proceedings, see Note 16of Notes to Consolidated Financial Statements included in Part II, Item 8, of this Annual Report on Form 10-K, which is incorporated herein by reference.

In addition, on March 28, 2001, plaintiffs from Pensacola, Florida filed a class-action lawsuit against Agrico Chemical Company, a subsidiary of PLP (Agrico) and a number of unrelated defendants. (Samples et al. vs.Conoco Inc. et al., Circuit Court of the First Judicial Circuit, Escambia County Florida). The suit primarily seeks unspecified compensation for alleged diminution in property value, loss of use of groundwater, restoration costs, unjust enrichment and other damages purportedly arising from releases to groundwater occurring at the Agrico Superfund Site in Pensacola, Florida (Site). As a division of Conoco Inc. and then as a subsidiary of The Williams Companies, Agrico owned and operated this facility for a number of years to produce fertilizer and fertilizer-related materials. The Company has not yet been served in the litigation and management cannot determine the magnitude of any exposure to the Company; however, the Company intends to vigorously contest this action and to seek any indemnification to which it may be entitled. Under an order from the United States Environmental Protection Agency, Conoco Inc. and The Williams Companies have completed remediation of Site soils. Pursuant to an indemnification agreement with the Company, The Williams Companies have assumed responsibility for any on-site remedial costs that Agrico might incur.

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

There were no matters submitted to a vote of security holders, through the solicitation of proxies or otherwise, during the three months ended December 31, 2000.

PART II.

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

For information related to the years 1999 and 2000 contained under the heading "Quarterly Results (unaudited)," reference is made to page 62 of the Company's 2000 Annual Report to Stockholders incorporated herein by reference. As of March 15, 2001, the number of registered holders of common stock as reported by the Company's registrar was 5,957. However, an indeterminable number of stockholders beneficially own shares of the Company's common stock through investment funds and brokers.

Item 6. Selected Financial Data.

For information related to the years 1996 through 2000 contained under the heading "Five Year Comparison," reference is made to page 63 of the Company's 2000 Annual Report to Stockholders incorporated herein by reference.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Reference is made to "Management's Discussion and Analysis of Financial Condition and Results of Operations," appearing on pages 23 through 34 of the Company's 2000 Annual Report to Stockholders incorporated herein by reference.

Item 7a. Quantitative and Qualitative Disclosures about Market Risk.

Reference is made to "Market Risk" of "Management's Discussion and Analysis of Financial Condition and Results of Operations," appearing on page 30 of the Company's 2000 Annual Report to Stockholders incorporated herein by reference.

Item 8. Financial Statements and Supplementary Data.

Reference is made to the Company's Consolidated Financial Statements and Notes thereto appearing on pages 37 through 61 of the Company's 2000 Annual Report to Stockholders, together with the report thereon of Ernst & Young LLP, appearing on page 36 of such Annual Report and the information contained under the heading "Quarterly Results (unaudited)," appearing on page 62 of such Annual Report incorporated herein by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

PART III.

Item 10. Directors and Executive Officers of the Registrant.

The information contained under the headings "The Annual Meeting--Election of Directors" and "Beneficial Ownership of Common Stock--Section 16(a) Beneficial Ownership Reporting Compliance," included in the Company's definitive Proxy Statement for the 2001 Annual Meeting of Stockholders and the information contained under the heading "Executive Officers of the Registrant," in Part I, Item 1, hereof is incorporated herein by reference.

Item 11. Executive Compensation.

The information under the heading "Policies Relating to the Board of Directors - Compensation of Directors" and "Executive Compensation," included in the Company's definitive Proxy Statement for the 2001 Annual Meeting of Stockholders is incorporated herein by reference.

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

The information under the heading "Beneficial Ownership of Common Stock," included in the Company's definitive Proxy Statement for the 2001 Annual Meeting of Stockholders is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions.

The information under the heading "Executive Compensation," included in the Company's definitive Proxy Statement for the 2001 Annual Meeting of Stockholders is incorporated herein by reference.

PART IV.

Item 14.	Exhibits, Financial Statement Schedules and Reports on Form 8-K.
	(a)	(1)	Consolidated financial statements filed as part of this report are listed under Part II, Item 8, of this Annual Report on Form 10-K.
		(2)	All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted.
		(3)	Reference is made to the Exhibit Index beginning on page E-1 hereof.
	(b)	Reports on Form 8-K.
		None
	(c)	Exhibits
		Reference is made to the Exhibit Index beginning on page E-1 hereof.
	(d)	Financial statements and schedules and summarized financial information of 50 percent or less owned persons are omitted as none of such persons are individually, or in the aggregate, significant under the tests specified in Regulation S-X under Article 3.09 of general instructions to the financial statements.

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

SIGNATURES

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

IMC GLOBAL INC.
(Registrant)

/s/ Douglas A. Pertz                              

Douglas A. Pertz
Chairman, President and Chief Executive Officer

Date: March 29, 2001

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

/s/ Douglas A. Pertz           Douglas A. Pertz	Chairman, President (principal operating officer) and Chief Executive Officer (principal executive officer)	March 29, 2001
/s/ J. Bradford James         J. Bradford James	Executive Vice President and Chief Financial Officer (principal financial officer)	March 29, 2001
/s/ Anne M. Scavone          Anne M. Scavone	Vice President and Controller (principal accounting officer)	March 29, 2001
*                    Raymond F. Bentele	Director	March 29, 2001
*                    James M. Davidson	Director	March 29, 2001
*                    Harold H. MacKay	Director	March 29, 2001
*                   David B. Mathis	Director	March 29, 2001
*                   Donald F. Mazankowski	Director	March 29, 2001
*                   Richard L. Thomas	Director	March 29, 2001
*                   Pamela B. Strobel	Director	March 29, 2001

*By:    /s/ Rose Marie Williams        
                Rose Marie Williams
                Attorney-in-fact

Exhibit Index

Exhibit No.	Description	Incorporated Herein by Reference to	Filed with Electronic Submission
3.i.(a)	Restated Certificate of Incorporation, 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.ii.	Amended and Restated By-Laws	Exhibit 3 to the Current Report on Form 8-K dated May 27, 1999*
3.iii.	Rights Agreement dated May 27, 1999, with The First National Bank of Chicago (including the Shareholder Rights Plan)	Exhibit 4 to the Current Report on Form 8-K dated May 27, 1999*
4.ii.(a)	Indenture, dated as of July 17, 1997, between IMC Global Inc. and The Bank of New York, relating to the issuance of 6.875% Senior Debentures due July 15, 2007; 7.30% Senior Debentures due January 15, 2028; and 6.55% Senior Notes due January 15, 2005	Exhibit 4.1 to the Company's Report on Form 8-K dated July 23, 1997*
4.ii.(b)	Indenture, dated as of August 1, 1999, between IMC Global Inc. and The Bank of New York, relating to the issuance of 6.625% Notes due 2001; 7.40% Notes due 2002; 7.625% Notes due 2005; 6.50% Notes due 2003; and 7.375% Debentures due 2018	Exhibit 4.10 to the Registration Statement No. 333-63503
4.ii.(c)	Second Amended and Restated Five-Year Credit Agreement dated as of September 29, 2000 among IMC Global Inc., the financial institutions parties thereto and Bank of America, N.A., as Administrative Agent	Exhibit 4 to the Quarterly Report on Form 10-Q of IMC Global Inc. for the Quarterly Period Ended September 30, 2000*
4.ii.(d)	First Amendment dated as of January 16, 2001 to the Second Amended and Restated Five-Year Credit Agreement dated as of September 29, 2000 among IMC Global Inc., the financial institutions parties thereto and Bank of America, N.A., as Administrative Agent		X
10.i.(a)	Mining and Processing Agreement dated January 31, 1978, between Potash Corporation of Saskatchewan Inc. and International Minerals & Chemical (Canada) Global Limited	Exhibit 10.7 to Registration Statement No. 33-17091
10.i.(b)	Memorandum of Agreement as of December 21, 1990, amending Mining and Processing Agreement of January 31, 1978, between Potash Corporation of Saskatchewan Inc. and International Minerals & Chemical (Canada) Global Limited	Exhibit 10.51 to the Annual Report on Form 10-K for the Fiscal Year Ended June 30, 1991*
10.i.(c)	Division of Proceeds Agreement dated December 21, 1990, between Potash Corporation of Saskatchewan Inc. and International Minerals & Chemical (Canada) Global Limited	Exhibit 10.52 to the Annual Report on Form 10-K for the Fiscal Year Ended June 30, 1991
10.i.(d)	Form of Partnership Agreement, dated as of July 1, 1993, as further amended and restated as of May 26, 1995, between IMC-Agrico GP Company, Agrico Limited Partnership and IMC Phosphates MP Inc. (Formerly IMC-Agrico MP, Inc.), including definitions	Exhibit 10.29 to the Company's Annual Report on Form 10-K for the Fiscal Year Ended June 20, 1995*
10.i.(e)	Form of Parent Agreement, dated as of July 1, 1993, as further amended and restated as of May 26, 1995, between IMC Global Operations Inc., Phosphate Resource Partners Limited Partnership (formerly Freeport-McMoRan Resource Partners), Limited Partnership, Freeport-McMoRan Inc. and IMC Phosphates Company (formerly IMC-Agrico Company)	Exhibit 10.30 to the Company's Annual Report on Form 10-K for the Fiscal Year Ended June 30, 1995*
10.i.(f)	Amendment, Waiver and Consent, dated May 26, 1995, among IMC Global Inc.; IMC Global Operations Inc.; IMC-Agrico GP Company; IMC Phosphates MP Inc. (formerly IMC-Agrico MP, Inc.); IMC Phosphates Company (formerly IMC-Agrico Company); Phosphate Resource Partners Limited Partnership (formerly Freeport-McMoRan Inc.); Freeport-McMoRan Resource Partners, Limited Partnership; and Agrico, Limited Partnership	Exhibit 10.31 to the Company's Annual Report on Form 10-K for the Fiscal Year Ended June 30, 1995*
10.i.(g)	Agreement and Plan of Complete Liquidation and Dissolution, dated May 26, 1995, among IMC Global Operations Inc., IMC-Agrico GP Company, and IMC Phosphates MP Inc. (formerly IMC-Agrico MP, Inc.)	Exhibit 10.32 to the Company's Annual Report on Form 10-K for the Fiscal Year Ended June 30, 1995*
10.i.(h)	Agreement Under the Parent Agreement, dated as of January 23, 1996, among IMC Global Inc.; IMC Global Operations Inc.; Phosphate Resource Partners Limited Partnership (formerly Freeport-McMoRan Resource Partners, Limited Partnership); Freeport-McMoRan Inc.; and IMC Phosphates Company (formerly IMC-Agrico Company), a Delaware general partnership	Exhibit 10.63 to the Company's Quarterly Report on Form 10-Q for the Quarterly Period Ended December 31, 1995*
10.i.(i)	Amendment and Agreement Under the Partnership Agreement, dated as of January 23, 1996, by and among IMC-Agrico GP Company; Agrico, Limited Partnership; IMC Phosphates MP Inc.(formerly IMC-Agrico MP, Inc.); IMC Global Operations Inc. and IMC Phosphates Company (formerly IMC-Agrico Company)	Exhibit 10.64 to the Company's Quarterly Report on Form 10-Q for the Quarterly Period Ended December 31, 1995*
10.i.(j)	Amendment and Agreement dated as of January 1, 1997 to the Amended and Restated Partnership Agreement dated May 26, 1995 by and among IMC Phosphates MP Inc. (formerly IMC-Agrico MP, Inc.); IMC Global Operations, Inc. and IMC Phosphates Company (formerly IMC-Agrico Company)	Exhibit 10.i.(a) to the Phosphate Resource Partners Limited Partnership Quarterly Report on Form 10-Q for the Quarterly Period Ended June 30, 2000 (SEC File No. 1-9164)
10.i.(k)	Amendment and Agreement dated as of August 1, 1997 to the Amended and Restated Partnership Agreement dated May 26, 1995 by and among IMC Phosphates MP Inc. (formerly IMC-Agrico MP, Inc.); IMC Global Operations, Inc.; and IMC Phosphates Company (formerly IMC-Agrico Company)	Exhibit 10.i.(b) to the Phosphate Resource Partners Limited Partnership Quarterly Report on Form 10-Q for the Quarterly Period Ended June 30, 2000 (SEC File No. 1-9164)
10.i.(l)	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. (formerly IMC-Agrico MP, Inc.); IMC Global Operations, Inc.; and IMC Phosphates Company (formerly IMC-Agrico Company)	Exhibit 10.5 to the Annual Report on Form 10-K of Phosphate Resource Partners Limited Partnership for the Fiscal Year Ended December 31, 1998 (SEC File No. 1-9164)
10.i.(m)	Amendment and Agreement dated as of June 26, 2000 to the Amended and Restated Partnership Agreement dated May 26, 1995 by and among IMC Phosphates MP Inc. (formerly IMC-Agrico MP, Inc.); IMC Global Operations, Inc.; and IMC Phosphates Company (formerly IMC-Agrico Company)	Exhibit 10.i.(c) to the Quarterly Report on Form 10-Q for the Quarterly Period Ended June 30, 2000*
10.i.(n)	Issuer Share Repurchase Agreement dated as of March 16, 2000 between IMC Global Inc. and Morgan Guaranty Trust Company of New York		X
10.i.(o)	Registration Rights Agreement dated as of March 1, 1996 among IMC Global Inc. and certain former stockholders of The Vigoro Corporation	Exhibit 99.6 to the Company's Quarterly Report on Form 10-Q for the Quarterly Period Ended March 31, 1996*
10.iii.(a)**	1988 Stock Option & Award Plan, as amended and restated	Exhibit B to Proxy Statement dated March 25, 1999*
10.iii.(b)**	1994 Stock Option Plan for Non-Employee Directors	Exhibit 4(a) to Registration Statement No. 33-56911
10.iii.(c)**	Management Compensation and Benefit Assurance Program, as amended through August 17, 1995	Exhibit 10.14 to the Company's Annual Report on Form 10-K for the Fiscal Year Ended June 30, 1996*
10.iii.(d)**	Form of Trust Agreement with Wachovia Bank & Trust Co., N.A., as amended through August 15, 1991	Exhibit 10.33 to the Company's Annual Report on Form 10-K for the Fiscal Year Ended June 30, 1992*
10.iii.(e)**	Amended and Restated Employment Agreement dated as of October 24, 2000 between IMC Global Inc. and Douglas A. Pertz		X
10.iii.(f)**	1998 Stock Option Plan for Non-Employee Directors	Exhibit 10.7 to the Company's Current Report on Form 8-K dated May 14, 1998*
10.iii.(g)**	Form of IMC Global Inc. and IMC Phosphates MP Inc. (formerly IMC-Agrico MP Inc.) 1998 Defined Contribution Supplemental Executive Retirement Plan	Exhibit 10.iii.(m) to the Company's Annual Report on Form 10-K for the Fiscal Year Ended December 31, 1999*
10.iii.(h)**	Form of IMC Global Inc. and IMC Phosphates MP Inc. (formerly IMC-Agrico MP Inc.) 1998 Supplemental Retirement Plan, Restoration Plan and Excess Benefit Plan Trust	Exhibit 10.iii.(n) to the Company's Annual Report on Form 10-K for the Fiscal Year Ended December 31, 1999*
10.iii.(i)**	Form of Amended and Restated Executive Severance Agreement dated October 24, 2000 between IMC Global Inc. and S.J. Demetriou, C.S. Hoffman, J.U. Huber, M.A. Hynes, J.B. James, S.P. Malia and C.W. Merritt		X
10.iii.(j)**	Employment Agreement dated July 13, 1999 between IMC Global Inc. and E. Paul Dunn	Exhibit 10.iii.(q) to the Company's Annual Report on Form 10-K for the Fiscal Year Ended December 31, 1999*
10.iii.(k)**	"Gross-up" Agreement dated July 13, 1999 between IMC Global Inc. and E. Paul Dunn	Exhibit 10.iii.(r) to the Company's Annual Report on Form 10-K for the Fiscal Year Ended December 31, 1999*
10.iii.(l)**	IMC Global Inc. Deferred Compensation Plan for Non-Employee Directors	Exhibit 10.iii.(s) to the Company's Annual Report on Form 10-K for the Fiscal Year Ended December 31, 1999*
10.iii.(m)**	Form of IMC Global Inc. and IMC Phosphates MP Inc. (formerly IMC-Agrico MP Inc.) Restoration Plan	Exhibit 10.iii.(t) to the Company's Annual Report on Form 10-K for the Fiscal Year Ended December 31, 1999*
10.iii.(n)**	IMC Global Inc. Voluntary Non-Qualified Deferred Compensation Plan	Exhibit 10.iii.(u) to the Company's Annual Report on Form 10-K for the Fiscal Year Ended December 31, 1999*
10.iii.(o)**	First amendment to the IMC Global Inc. 1998 Restoration Plan	Exhibit 10.iii.(v) to the Company's Annual Report on Form 10-K for the Fiscal Year Ended December 31, 1999*
10.iii.(p)**	Form of Retention Bonus and Severance Agreement between IMC Global Inc. and R.F. Clark	Exhibit 10 to the Quarterly Report on Form 10-Q for the Quarterly Period Ended June 30, 2000*
10.iii.(q)	Form of Key Manager Severance Agreement between IMC Global Inc. and B.G. Davis, K.E. McCormack, A.M. Scavone and L.L. Shoemake		X
12	Ratio of Earnings to Fixed Charges		X
13	The portions of IMC Global Inc.'s 2000 Annual Report to Stockholders which are specifically incorporated by reference		X
21	Subsidiaries of the Registrant		X
23	Consent of Ernst & Young LLP, Independent Auditors		X
24	Power of Attorney		X

* SEC File No. 1-9759.
** Denotes management contract or compensatory plan.

EX-10.I.(N)

EXHIBIT 10.i.(n)

ISSUER SHARE REPURCHASE AGREEMENT

THIS ISSUER SHARE REPURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this "Agreement") made as of this March 16 2000, by and between IMC GLOBAL INC. (the "Share Repurchaser") and MORGAN GUARANTY TRUST COMPANY OF NEW YORK (the "Share Seller").

WHEREAS, the Share Seller desires to sell 5,400,000 shares (the "Reference Number") of common stock, par value $1.00 of the Share Repurchaser (the "Shares") to the Share Repurchaser and the Share Repurchaser desires to purchase the Reference Number of Shares from the Share Seller for an amount equal to the Reference Number of Shares multiplied by the Initial Share Price;

WHEREAS, the Share Repurchaser desires to receive all distributions made in respect of ordinary cash dividends and other cash distributions paid on the Reference Number of Shares with respect to dividend record dates from and including the Trade Date;

WHEREAS, in order to secure certain obligations of the Share Seller hereunder, the Share Seller will enter into the Pledge Agreement attached hereto as Exhibit A pursuant to which the Share Seller will pledge to the Share Repurchaser the Reference Number of Shares by the Share Seller and such shares will be held by The Bank of New York, as collateral agent (together with its successor and assigns, the "Collateral Agent") for the benefit of the Share Repurchaser;

WHEREAS, the parties intend that for U.S. income tax purposes this Agreement constitutes a loan of the Principal Amount from the Share Seller to the Share Repurchaser and each party will so reflect the transaction as such on its tax returns; and

WHEREAS, the parties intend that the benefit of any appreciation and risk of loss from any depreciation resulting from a change in the price of the Shares from the Trade Date to the Maturity Date will accrue to the Share Repurchaser and not to the Share Seller;

NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:

Section 1. Definitions. All the terms used in this Agreement shall have the following meanings:

"Blackout Event" means (i) any period of time during which the Share Repurchaser is engaged in a "distribution" of its Shares or of any other security as to which the Shares are a "reference security" (as such terms are defined in Regulation M under the Securities Exchange Act of 1934, as amended) or there is pending a tender or exchange offer for its shares by the Share Repurchaser or any other party, which period shall be in effect for so long as the rules promulgated by the Securities and Exchange Commission impose restrictions on bids for, or purchases of, Shares by the Share Repurchaser or any of its affiliates as a result of such distribution or tender offer, (ii) any period of time during which the Share Repurchaser has imposed a "blackout" due to an impending earnings or other announcement, which period shall be in effect during the applicable period determined by the Share Repurchaser, or (iii) any period of time during which the Share Repurchaser determines in its reasonable good faith judgement that any transactions in the Shares or related disclosure or filing obligations (including in connection with the Registration Rights Agreement and Shelf Registration referred to herein) would reasonably be expected to have a material adverse effect on any proposal or plan by the Share Repurchaser or any of its subsidiaries to engage in any acquisition or disposition of assets (other than in the ordinary course of business), merger, consolidation, joint venture, tender or exchange offer, reorganization, recapitalization, financing or other similar transaction; provided that, in no event shall a Blackout Event exceed 60 Exchange Business Days.

"Business Day" means any day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in New York.

"Calculation Agent" means the Share Seller. All the determinations and calculations made by the Calculation Agent shall be made in good faith and in the exercise of its commercially reasonable judgment after consultation with the Share Repurchaser. All such determinations and calculations shall be binding in the absence of manifest error. In the event that the Share Repurchaser disputes any calculation or determination made by the Calculation Agent within 3 Business Days of such calculation or determination, the parties will appoint within three Business Days a mutually acceptable substitute calculation agent who is an independent leading dealer in equity derivatives. The costs and expenses for such independent dealer will be borne by the parties equally unless the substitute calculation agent makes the same calculation or determination as previously made by the Calculation Agent in which case such costs and expenses will be borne by the Share Repurchaser. In the event the parties cannot select a mutually acceptable substitute calculation agent, each party will select a leading independent dealer in equity derivatives and such dealers will within two Business Days select the substitute calculation agent.

"Calculation Period" means the period from and including a Payment Date to but excluding the next following Payment Date. The initial Calculation Period will commence on and include the Trade Date and the final Calculation Period will end on and exclude the Maturity Date.

           "Clearance System" means the principal domestic clearance system customarily used for settling trades in the Shares.

           "Collateral" shall have the meaning given such term in the Pledge Agreement.

           "Collateral Agent" means The Bank of New York, as collateral agent under the Pledge Agreement.

            "Credit Agreement" means the $650,000,000 Amended and Restated Five-Year Credit Agreement dated as of December 8, 1999 among IMC Global Inc., The Banks and Agents listed thereon, Bank of America, N.A., as Administrative Agent, and Banc of America Securities LLC, as Lead Arranger and Sole Book Manager, as amended from time to time, after giving effect to any consents and waivers and whether in effect at such time or not.

           "Default" shall mean any event, act or condition which with notice or lapse of time, or both, would constitute an Event of Default.

           "Designated Maturity" means three months.

           "Event of Default" means the occurrence of an event specified in Section 5 hereof.

           "Exchange" means The New York Stock Exchange.

           "Exchange Business Day" means a day that is (or, but for the occurrence of a Market Disruption Event, would have been) a trading day on the Exchange and on each principal options and futures exchange for the Shares other than a day on which trading on any such Exchange or principal options or futures exchange is scheduled to close prior to its regular weekday closing time.

           "Floating Rate" means the rate for deposits in U.S. Dollars for a period of the Designated Maturity which appears on Telerate Page 3750 as of 11:00 a.m., London time, on the day that is two London Banking Days preceding the Payment Date , or any successor thereto that shall be mutually agreed between the parties.

           "Floating Rate Day Count Fraction" means the number of days elapsed in the period divided by 360.

           "Guarantor" means the Share Seller and its successors or assigns.

           "Guaranty" means the Guaranty of the Share Seller in the form attached hereto as Exhibit B.

           "Initial Share Price" means $14.7291 per Share.

           "JPMSI" means J.P. Morgan Securities Inc. and its successors and assigns.

           "London Banking Days" means any day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in London.

           "Market Disruption Event" means the occurrence or existence on any Exchange Business Day during the one-half hour period that ends prior to the close of trading on the Exchange of any suspension of or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant Exchange or otherwise) in (a) the Shares on the Exchange or (b) any options contracts or futures contracts relating to the Shares on any principal options or futures exchange if, in any such case, that suspension or limitation is, in the determination of the Calculation Agent, material.

           "Maturity Date" means the Scheduled Maturity Date, unless such day falls during a Blackout Event. If such day falls during a Blackout Event, then the Maturity Date will be the first Exchange Business Day immediately following the last day of the Blackout Event.

            "Payment Date" means June 16, 2000, September 18, 2000, December 18, 2000, March 16, 2001, June 18, 2001, September 17, 2001, December 17, 2001 and the Maturity Date .

"Pledge Agreement" means the Pledge Agreement, dated as of March 16, 2000, among the Share Seller, the Share Repurchaser and the Collateral Agent and substantially in the form of Exhibit A hereto, as the same may be amended, supplemented or otherwise modified from time to time.

           "Principal Amount" means an amount equal to the Reference Number of Shares multiplied by the Initial Share Price.

           "Scheduled Maturity Date" means March 18, 2002.

           "Shares" means the shares of common stock, par value $1.00, of the Share Repurchaser.

"Spread" means, with respect to the initial Calculation Period, 330 basis points, and with respect to each Calculation Period following the initial Calculation Period, 155 basis points.

            "Trade Date" means March 16, 2000.

Section 2. Payment and Delivery.

(a) Initial and Other Payments. The Share Repurchaser shall (i) pay or shall have paid to the Share Seller on or prior to the Trade Date hereof an amount equal to $0.03 multiplied by the Reference Number of Shares and (ii) pay to the Share Seller on each Payment Date an amount equal to the product of (x) the Principal Amount multiplied by (y) the sum of the Floating Rate plus the Spread multiplied by (z) the Floating Rate Day Count Fraction.

(b) Dividends. On each date on which the Share Repurchaser pays an ordinary cash dividend or other cash distribution on the Shares, an amount equal to such ordinary cash dividends and other cash distribution multiplied by the Reference Number of Shares shall promptly after receipt be paid in immediately available funds by the Collateral Agent to the Share Repurchaser pursuant to Section 5 of the Pledge Agreement.

(c) Physical Settlement. On the Scheduled Maturity Date, unless the Share Repurchaser shall have elected Optional Share Settlement pursuant to Section 2(e), the Share Repurchaser shall pay to the Collateral Agent for the account of the Share Seller in immediately available funds the Principal Amount and the Collateral Agent shall deliver to the Share Repurchaser the Reference Number of Shares and any other Collateral pursuant to Section 10 of the Pledge Agreement.

(d) Blackout Events. In the event that there exists a Blackout Event on the Scheduled Maturity Date and the Share Repurchaser shall have elected Optional Share Settlement, the Share Repurchaser shall pay to the Share Seller for the period from and including the Scheduled Maturity Date to the date on which such Blackout Event ends, an amount equal to the Share Seller's cost of funding the Principal Amount, together with an interest rate spread that would be applicable to a borrower of similar creditworthiness (such spread not to exceed 355 basis points) as the Share Repurchaser at such time as determined by the Share Seller, on the basis of the number of days actually elapsed during such period divided by 360. The Share Repurchaser shall notify the Share Seller of the existence of any Blackout Event with respect to the Scheduled Maturity Date and of the date such Blackout Event ends, in each case by no later than the date on which such event occurs. In the event the Blackout Event exceeds 60 Exchange Business Days, the parties agree in good faith to negotiate to terminate each party's obligations hereunder in exchange for any payments or deliveries that the parties may agree to make or receive. In the event that the parties cannot mutually negotiate a settlement of this Agreement, the provisions of Section 2(c) shall apply.

(e) Optional Share Settlement. (i) On not less than 5 Business Days' notice to the Share Seller, the Share Repurchaser may elect to settle all or, in accordance with Section 20, a portion of its obligations under this Agreement by arranging for a sale of all or a portion of the Shares (as provided herein) which are held by the Collateral Agent by providing irrevocable notice to the Share Seller of such election ("Optional Share Settlement"). If the Share Repurchaser shall have elected Optional Share Settlement, the following conditions must be met: (i) the Share Repurchaser will enter into a Registration Rights Agreement with the Share Seller or any of its designated affiliates in form and substance reasonably satisfactory to the Share Seller not later than the Maturity Date, which agreement will contain, among other things, customary representations and warranties and indemnification and other rights relating to the registration of the Shares, including, without limitation, the right to have made available to the Share Seller for inspection all financial and other records, pertinent corporate documents and other information reasonably requested by the Share Seller in connection with such Registration Statement and the Share Seller shall be satisfied in all material respects with the results of such due diligence investigation of the Share Repurchaser; (ii) the Shelf Registration (as hereinafter defined) shall have been declared effective by the Securities and Exchange Commission not later than the Maturity Date; and (iii) the Share Repurchaser shall maintain the effectiveness of the Shelf Registration until a sufficient number of Shares from the Reference Number of Shares held as part of the Collateral shall have been sold and shall have generated cash proceeds to the Share Seller equal to the Principal Amount or the Unwind Principal Amount, if applicable. If any of the foregoing conditions regarding registration have not been met on or prior to the dates specified in this Section, this Agreement will be settled in the manner contemplated by Section 2(c). The Share Repurchaser and the Share Seller shall cooperate in good faith as reasonably required in order to permit satisfaction of the foregoing conditions in a timely manner. In addition, if the Shelf Registration has been declared effective, but does not remain effective until enough Shares have been sold to generate cash proceeds to the Share Seller equal to the Principal Amount or the Unwind Principal Amount, if applicable, the Share Seller shall have the right to require that the Share Repurchaser repurchase for an amount up to the remaining Principal Amount or Unwind Principal Amount, if applicable, any unsold Shares which constitute part of the Reference Number of Shares held as Collateral at a price per share equal to the Initial Share Price. In the event that a sufficient number of Shares have been sold pursuant to the Registration Statement such that the Share Seller shall have received proceeds equal to the Principal Amount or the Unwind Principal Amount, if applicable, the Collateral Agent under Section 10 of the Pledge Agreement shall release from pledge to the Share Repurchaser all remaining Shares that then remain subject to the Pledge Agreement, or in the case of the Unwind Principal Amount, the number of Shares that relate to the Unwind Principal Amount. "Shelf Registration" means a registration statement in form and substance reasonably satisfactory to the Share Seller for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, registering the Share Seller's resale of the Reference Number of Shares held as part of the Collateral, or such lesser number of Shares in the case of the Unwind Principal Amount, in the manner or manners designated by the Share Seller. In the event Optional Share Settlement is elected by the Share Repurchaser, on each date Shares constituting part of the Reference Number of Shares held as Collateral are sold, the Collateral Agent shall deliver to the Share Repurchaser from the Reference Number of Shares held pursuant to Section 10 of the Pledge Agreement a number of Shares equal to the number of Shares sold on such day and the Share Repurchaser shall deliver to the Collateral Agent for the benefit of the Share Seller all of the proceeds received by the Share Repurchaser in connection with the sale of such shares up to an amount equal to the Principal Amount or the Unwind Principal Amount, if applicable. Upon delivery by the Share Repurchaser or any other party to the Collateral Agent for the benefit of the Share Seller of the proceeds obtained from such sales, the Principal Amount will be reduced effective as of the close of such day by the amount so received by the Share Seller. Any sale of the Reference Number of Shares that are held as part of the Collateral shall be completed no later than 60 Business Days following the Maturity Date (such day, the "Final Settlement Date"); provided that if there shall have occurred a Blackout Event during such period the Final Settlement Date shall be extended one Business Day for each Business Day on which there shall have occurred a Blackout Event provided that such extension shall not exceed 60 Business Days. In the event the Share Repurchaser shall have selected Optional Share Settlement, the Share Repurchaser shall also pay to the Share Seller an amount calculated with respect to each day after the Maturity Date equal to each day's remaining outstanding Principal Amount multiplied by the Floating Rate plus the Spread multiplied by one divided by 360, such amount payable on the Final Settlement Date. In the event there shall not have been sold enough Shares under the Shelf Registration necessary to pay the Principal Amount or the Unwind Principal Amount, if applicable, the Share Repurchaser shall arrange to deliver additional Shares to be sold under the Shelf Registration such that the aggregate proceeds received and paid to the Collateral Agent for the benefit of the Share Seller shall equal the Principal Amount or the Unwind Principal Amount, if applicable.

(ii) In the event the proceeds received by the Collateral Agent for the benefit of the Share Seller obtained in connection with the sale of the Shares held by the Collateral Agent (together with the proceeds of any additional Shares which may have been included by the Share Repurchaser) are less than the Principal Amount or the Unwind Principal Amount, if applicable, the Share Repurchaser shall be obligated to deliver to the Collateral Agent for the benefit of the Share Seller an amount in cash equal to the amount by which the Principal Amount or the Unwind Principal Amount, if applicable, exceeds the amount of proceeds received by the Collateral Agent for the benefit of the Share Seller in connection with such sales.

Section 3. Adjustments and Merger Events. In the event of (i) a subdivision, consolidation or reclassification of the Shares into a different number or kind of shares of stock, (ii) a dividend on the Shares paid in Shares or any non-cash consideration, (iii) a merger, consolidation, amalgamation, sub-division, recapitalization, reclassification, dissolution, liquidation, winding up or other similar event, or (iv) any other similar event which has a dilutive or concentrative effect on the Shares (each an "Adjustment Event"), which occurs after the Trade Date but before the Maturity Date, then in each case the Calculation Agent shall determine whether such event has a diluting or concentrative effect on the number of Shares and, after consultation with the Share Repurchaser, shall make any adjustments to the terms of this Agreement to preserve as nearly as practicable, the economic equivalent of the obligations of the parties hereto prior to such Adjustment Event.

Section 4. Representations. (a) Each party hereby represents to the other party as follows:

(i) Status. It is duly organized and validly existing under the laws of the jurisdiction or its organization or incorporation;

(ii) Powers. It has the power to execute and deliver this Agreement and to perform its obligations under this Agreement and has taken all necessary action to authorize such execution, delivery and performance;

(iii) No Violation or Conflict. Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any material order or judgement of any court or other agency or government applicable to it or any of its assets or any material contractual restriction binding on or affecting it or any of its assets;

(iv) Consents. All governmental and other consents that are required to have been obtained by it with respect to this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and

(v) Obligations Binding. Its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors' rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law).

(b) The Share Repurchaser represents and warrants to the Share Seller that the Share Repurchaser (i) is not entering into this Agreement on the basis of any material non-public information with respect to the Share Repurchaser and (ii) that on the date of any sale of Shares occurring as a result of Optional Share Settlement the Share Repurchaser is not in possession of any material non-public information which would otherwise prevent it from selling its own Shares.

(c) JPMSI represents and warrants to the Share Repurchaser that it has been duly authorized to act as the Share Seller's agent in entering into this Agreement on behalf of the Share Seller.

(d) Covenants. The parties hereby agree that for purposes of United States federal, state and local income or franchise tax and for any other tax imposed on or measured by income in any jurisdiction in the United States ("U.S. Taxation") that (i) the Principal Amount is a loan from the Share Seller to the Share Repurchaser and the parties will treat the Principal Amount as such, (ii) so long as there shall exist no Event of Default, the Share Repurchaser will be treated as the owner of all dividends and other distributions paid with respect to the Shares, and (iii) the Share Repurchaser will claim a deduction for interest in an amount equal to the payments required to be made under Section 2(a) hereof to the Share Seller with respect to the Shares and the Share Seller will recognize a like amount as interest income with respect to the Principal Amount being characterized as a loan for purposes of U.S. Taxation.

Section 5. Events of Default. (a) The occurrence at any time with respect to the Share Repurchaser (the "Defaulting Party") of any of the following events constitutes an event of default (an "Event of Default"):

(i) Failure to Pay or Deliver. Failure by the Share Repurchaser to make, when due, any payment or delivery under this Agreement required to be made by it if such failure is not remedied on or before the third Exchange Business Day after notice of such failure is given to the Share Repurchaser;

(ii) Misrepresentation. A representation in this Agreement proves to have been incorrect or misleading in any material respect when made;

(iii) Voluntary Bankruptcy, Etc. The Share Repurchaser or any Material Subsidiary (as such term is defined in the Credit Agreement) (A) shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or (B) shall commence a voluntary case or other proceeding seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or (C) shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (D) shall make a general assignment for the benefit of creditors, or (E) shall fail generally to pay its debts as they become due, or (F) shall take any corporate action to authorize any of the foregoing;

            (iv) Involuntary Bankruptcy. An involuntary case or other proceeding (A) shall be commenced against the Share Repurchaser or any Material Subsidiary seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or (B) an order for relief shall be entered against the Share Repurchase or any Material Subsidiary under the federal bankruptcy laws as now or hereafter in effect;

(v) Merger Without Assumption. The Share Repurchaser consolidates or amalgamates with, or merges into, or transfers all or substantially all its assets, to, another entity and, at the time of such consolidation, amalgamation, merger or transfer the resulting, surviving or transferee entity fails to assume all the obligations such under this Agreement by operation of law or pursuant to an agreement reasonably satisfactory to the Share Seller;

(vi) Cross Default. The Share Repurchaser or any Subsidiary (as such term is defined in the Credit Agreement) shall fail to make any payment in respect of Material Financial Obligations (as such term is defined in the Credit Agreement) when due or within any applicable grace period; or

            (vii) Cross Acceleration. Any event or condition shall occur and shall continue beyond the applicable grace or cure period, if any, provided with respect thereto and the maturity of Material Financial Obligations shall be accelerated a result thereof.

(b) The occurrence at any time with respect to the Share Seller (the "Defaulting Party") of any of the following events constitutes an event of default (an "Event of Default"):

(i) Failure to Pay or Deliver. Failure by the Share Seller to make, when due, any payment or delivery under this Agreement required to be made by it if such failure is not remedied on or before the third Exchange Business Day after notice of such failure is given to the Share Seller;

(ii) Misrepresentation. A representation in this Agreement proves to have been incorrect or misleading in any material respect when made; or

(iii) Pledge Agreement. (1) The Pledge Agreement shall cease, for any reason, to be in full force and effect or the Share Seller shall so assert in writing, (2) the lien created by the Pledge Agreement shall, by reason of any breach by the Share Seller of any of its covenants or other obligations contained in the Pledge Agreement, cease to be enforceable and of the same effect and priority purported to be created thereby or (3) there shall exist a Pledgor Event of Default (as defined in the Pledge Agreement); or

(iv) Guaranty At any time after the execution and delivery thereof, the Guaranty or any Provisions thereof shall cease to be in full force and effect as to the Guarantor, or the Guarantor or any person acting by or on behalf of the Guarantor shall deny or disaffirms the Guarantor's obligations under the Guaranty, or the Guarantor shall default in the due performance or observance of any term, covenant or agreement on its part to be performed or observed pursuant to the Guaranty.

            Section 6. Remedies Upon Occurrence of Event of Default.

(a) If at any time an Event of Default with respect to a Defaulting Party has occurred and is then continuing, and (i) with respect to the Share Repurchaser if such event is an Event of Default specified in clauses (B) or (D) of Section 5(a)(iii) hereof, then an early termination of this Agreement will occur immediately upon the occurrence of the Event of Default specified in such clause, and (ii) if such event is any other Event of Default, then the Non-Defaulting Party shall have the right to immediately terminate this Agreement by giving written notice thereof to the Defaulting Party with a copy to the Collateral Agent.

(b) Upon any termination of this Agreement arising from an Event of Default, the Non-Defaulting Party shall be entitled to receive from the Defaulting Party any Loss that the Non-Defaulting Party shall have incurred in connection with this Agreement and the liquidation of its obligations with respect thereto. For purposes hereof, "Loss" shall mean any loss, cost of bargain, breakage costs, expense or other amounts incurred in connection with any liquidation of any hedge relating to this Agreement and the maintaining or re-establishing of any hedge relating to this Agreement (including, in the case of the Share Seller, any related funding costs incurred by the Share Seller), together with all reasonable out-of-pocket expenses, including legal fees, incurred by the Non-Defaulting Party by reason of the enforcement or protection of its rights under this Agreement or the Pledge Agreement. Any Loss until the date so paid shall accrue at a default rate of 2% in excess of the Non-Defaulting Party's cost of funds. The Non-Defaulting Party will determine its Loss as of the date of termination of this Agreement, or if that is not reasonably practicable, as of the earliest date thereafter as is reasonably practicable.

             Section 7. Notices. All notices, demands or other communications hereunder shall be given or made in writing and shall be delivered personally, or sent by certified or registered mail, postage prepaid, return receipt requested, or overnight delivery service, telex or telecopy to the party to whom they are directed at the following addresses, or at such other addresses as may be designated by notice from such party to all other parties:

TO SHARE SELLER:

Morgan Guaranty Trust Company of New York
c/o J.P. Morgan Securities Inc.
60 Wall Street
New York, New York 10260

Attention: Equity Derivatives Group
Telephone: (212) 648-1257/2510
Telecopy: (212) 648-5604

TO SHARE REPURCHASER:

IMC Global Inc.
2100 Sanders Road
Northbrook, Illinois 60062-6146

Attention: Assistant Treasurer
Telephone: 847/205-4826
Telecopy: 847/205-4930

Any notice, demand or other communication given in a manner prescribed in this Section shall be deemed to have been delivered on receipt.

Section 8. Set-Off. Any amount (the "Early Termination Amount") payable by the Non-Defaulting Party to the Defaulting Party or by the Defaulting Party to the Non-Defaulting Party under Section 6 of this Agreement, after the occurrence and continuation of an Event of Default will, at the option of the Non-Defaulting Party (and without prior notice to the Defaulting Party) be reduced by its set-off against any amount(s) (the "Other Agreement Amount") payable (whether at such time or in the future or upon the occurrence of a contingency) by the Defaulting Party to the Non-Defaulting Party or by the Non-Defaulting Party to the Defaulting Party (irrespective of the currency, place of payment or booking office of such obligation) under any other agreement(s) between the Non-Defaulting Party and the Defaulting Party or instrument(s) or undertaking(s) issued or executed by one party to, or in favor of, the other party (and the Other Agreement Amount(s) will be discharged promptly and in all respects to the extent it is so set-off). The Non-Defaulting Party will give notice to the other party of any set-off effected under this Section. If an obligation is unascertained, the Non-Defaulting Party may in good faith estimate that obligation and set-off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained. Nothing in this Section shall be effective to create a charge or other security interest. This Section shall be without prejudice and in addition to any right of set-off otherwise available to a party (whether by operation of law, contract, or otherwise).

Section 9. Assignment. This Agreement may not be assigned or transferred, in whole or in part, without the prior written consent of the other party. Notwithstanding any other provision in this Agreement to the contrary requiring the Share Seller to purchase, sell, receive or deliver any shares or other securities to or from the Share Repurchaser, the Share Seller may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform the Share Seller's obligations with respect thereto and any such designee may assume such obligations. The Share Repurchaser need not be notified of such designation. The Share Seller shall be discharged of its obligations to the Share Repurchaser to the extent of such performance. The Share Seller will guaranty the obligations of any such affiliate hereunder pursuant to a guaranty in the form attached hereto as Exhibit B.

            Section 10. Governing Law; Counterparts; Amendments.

(a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without reference to choice of law doctrine, and shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto.

(b) This Agreement may be executed in counterparts, each of which shall be deemed an original.

(c) None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the parties.

Section 11. No Waiver. Any failure by any party to exercise any right hereunder or at law shall not be construed as a waiver of the right to exercise the same or any other right at any other time and from time to time hereunder.

Section 12. Section Headings. The section headings used in this Agreement are for convenience of reference only and are not to affect the construction of, or be taken into consideration in interpreting, this Agreement.

Section 13. Limitation. Nothing expressed or implied herein is intended or shall be conquered to confer upon any person, firm or corporation other than the parties hereto, any rights remedy or claim by reason of this Agreement or any term hereof, and all terms contained herein shall be for the sole and exclusive benefit of the parties hereto, and their successors and permitted transferees.

Section 14. Submission to Jurisdiction. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY COURT OF THE STATE OF NEW YORK OR THE UNITED STATES DISTRICT COURT FOR THE STATE OF NEW YORK FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, THE PLEDGE AGREEMENT, OR ANY OF THE AGREEMENTS OR TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH SUIT, ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED BY SUCH COURT.

Section 15. Waiver of Jury Trial. Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to this Agreement or the Pledge Agreement. Each party (i) certifies that no representative, agent or attorney of the other party has represented, expressly or otherwise, that such other party would not, in the event of such a suit, action or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party have been induced to enter into this Agreement and the Pledge Agreement, as applicable, by, among other things, the mutual waivers and certifications in this Section.

Section 16. Severability. If one or more provisions of this Agreement or the applicability of any such provisions to any set of circumstances shall be determined to be invalid or ineffective for any reason, such determination shall not affect the validity and enforceability of the remaining provisions or the applicability of the same provisions or any of the remaining provisions to other circumstances.

Section 17. Rule 10b-18. The Share Seller represents and warrants that any purchase of Shares in connection with its hedging of its obligations under this Agreement whether occurring on or prior to the Trade Date have been and shall be made in accordance with the provisions of Rule 10b-18 of the Securities and Exchange Act of 1934, as amended, as if such rule were applicable to this Agreement and the transactions contemplated herein.

Section 18. No Reliance. Each party will be deemed to represent to the other party on the date on which it enters into this Agreement that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary) (a) it is acting for its own account, and it has made its own independent decisions to enter into this Agreement and as to whether the transaction contemplated by this Agreement is appropriate or proper for it based upon its own judgment and upon advice from such advisors (including its tax, legal, accounting and regulatory advisors) as it has deemed necessary; (b) it is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into the transaction contemplated by this Agreement, it being understood that information and explanations related to the terms and conditions of this Agreement shall not be considered investment advice or a recommendation to enter into the transaction contemplated by this Agreement; (c) no communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of the transaction contemplated by this Agreement; (d) it is capable of assessing the merits of and evaluating and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of the transaction contemplated by this Agreement; (e) it is also capable of assuming, and assumes, the financial and other risks contemplated by this Agreement.

             Section 19. Acknowledgment. The Share Repurchaser acknowledges that JPMSI has acted as agent for the Share Seller in connection with this Agreement and that JPMSI shall have no liability as principal with respect to the obligations of the Share Seller hereunder.

             Section 20. Early Termination. So long as there shall exist no Default or Event of Default and so long as no Trigger Date shall have occurred, the Share Repurchaser shall have the right upon 5 Business Days prior notice to the Share Seller to terminate not less than $10,000,000 in Principal Amount of this Agreement (the amount so requested to be terminated, the "Unwind Principal Amount") by notifying the Share Seller of the date such early termination shall occur which date shall not be earlier than the fifth Business Day following delivery of such notice to the Share Seller (such termination, the "Early Termination", and the date so designated by the Share Repurchaser, the "Early Termination Date"). In connection with such Early Termination, the parties shall be obligated to make the payments and deliveries required and to perform the obligations contemplated, and shall be entitled to exercise the rights contemplated, by Section 2 hereof (including with respect to any requirements, rights and obligations, of Section 2(e) if elected by the Share Repurchaser with respect to the Unwind Principal Amount) with respect to the amount so being terminated and the Share Seller shall be entitled to be compensated by the Share Repurchaser for any losses associated with any breakage costs relating to the Share Seller having funded its position in the Shares relating to the Principal Amount being terminated. In the event of an Early Termination, upon delivery by the Share Repurchaser of the Unwind Principal Amount, the Reference Number of Shares shall be reduced by the number of Shares that relate to the Unwind Principal Amount and the Principal Amount shall be reduced by the Unwind Principal Amount effective as of the Early Termination Date. The right contained in this Section shall be exercisable up to three times by the Share Repurchaser.

              Section 21. Unwind Event. If at any time the closing price of the Shares on the Exchange shall be equal to or less than 50% of the Initial Share Price (such date, the "Trigger Date"), the Share Seller may, at its option, designate a day that is at least five Business Days from the date of the notice specifying the occurrence of the Trigger Date (such date, the "Unwind Date"). The Agreement shall terminate on the Unwind Date unless prior to such date the Share Repurchaser shall have elected, by no less than three Business Days' notice given to the Share Seller prior to the Unwind Date, Optional Share Settlement and shall have satisfied the conditions contained in Section 2(e) (other than the condition set forth in the clause (iii) of the second sentence thereof to the extent that it relates to any period after the Unwind Date) as it relates to the Shares that are held by the Share Seller prior to or on the Unwind Date. The Share Repurchaser shall also be obligated to pay, promptly after the determination thereof, and in accordance with the Optional Share Settlement procedures contemplated by Section 2(e), an additional amount equal to the Share Seller's losses and costs in connection with this Agreement (which shall include the cost of terminating, liquidating, obtaining or reestablishing any hedge or related trading position). Any sale of Shares that is to occur as a result of a Trigger Date shall commence no later than the Unwind Date and in the event there shall occur a Blackout Event on the Unwind Date, the Share Repurchaser shall be obligated to pay to the Share Seller on the Unwind Date an amount equal to the Reference Number of Shares multiplied by the Initial Share Price together with an amount equal to the Share Seller's losses and costs in connection with this Agreement (which shall include the cost of terminating, liquidating, obtaining or reestablishing any hedge or related trading position), and the Collateral Agent will deliver the Reference Number of Shares and any other Collateral to the Share Repurchaser. In the event a Trigger Date shall have occurred and the Share Seller shall have designated an Unwind Date and the Share Repurchaser shall not have elected Optional Share Settlement pursuant to Section 2(e), the Share Repurchaser shall pay to the Share Seller on the Unwind Date an amount equal to the Reference Number of Shares multiplied by the Initial Share Price plus an additional amount equal to the Share Seller's losses and costs in connection with this Agreement (which shall include the cost of terminating, liquidating, obtaining or reestablishing any hedge or related trading position), and the Collateral Agent will deliver the Reference Number of Shares and any other Collateral to the Share Repurchaser.

             Section 22. Agreement Regarding Repurchases by Share Repurchaser of Shares. The Share Repurchaser agrees that if it repurchases its Shares such that if immediately following such purchase the quotient obtained dividing the Reference Number of Shares by the then-outstanding Shares of the Share Repurchaser would equal or exceed 4.99%, the Share Repurchaser and the Share Seller mutually agree to reset the terms of this Transaction to preserve the Share Seller's economics, including but not limited to reducing the Reference Number of Shares hereunder, so that the Share Seller does not become the beneficial owner of 4.99% or more of the outstanding Shares of the Share Repurchaser.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

IMC GLOBAL INC.

By: _____________________
Title:

J.P. MORGAN SECURITIES INC.,
as agent for

MORGAN GUARANTY TRUST
COMPANY OF NEW YORK

By: _____________________
Title:

EXHIBIT A

PLEDGE AGREEMENT

PLEDGE AGREEMENT, dated as of March 16, 2000 between MORGAN GUARANTY TRUST COMPANY OF NEW YORK (the "Pledgor"), IMC GLOBAL INC. (the "Secured Party") and The Bank of New York, as Collateral Agent (the "Collateral Agent").

WHEREAS, the Pledgor and the Secured Party are parties to the Share Repurchase Agreement, dated as of the date hereof (as the same may be amended, supplemented or otherwise modified from time to time, the "Repurchase Agreement"). Capitalized terms used herein but not otherwise defined have the meanings assigned to them in the Repurchase Agreement;

WHEREAS, the Pledgor has agreed to enter into this Pledge Agreement in order to secure its obligations under the Repurchase Agreement;

WHEREAS, the Secured Party has requested the Collateral Agent to maintain custody of the Collateral (as hereinafter defined) as agent of the Secured Party with respect to the Collateral in order to perfect its security interest in the Collateral;

NOW, THEREFORE, to secure the Pledgor's obligations under the Repurchase Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby specifically acknowledged, the parties hereto agree as follows:

1. Grant of Security Interest. The Pledgor hereby grants to the Secured Party a security interest in 5,400,000 shares of common stock, par value $1.00 per share, of the Secured Party (the "Collateral") delivered hereunder to the Collateral Agent as agent for the Secured Party to secure (i) the payment of dividends under Section 2(b) of the Repurchase Agreement and (ii) the delivery of the Reference Number of Shares to the Secured Party upon receipt by the Pledgor of payment by the Secured Party of the Principal Amount under Section 2(c) of the Repurchase Agreement (the obligations referred to in clauses (i) and (ii) being hereinafter collectively referred to as the "Secured Obligations").

2. Pledge. To secure the Secured Obligations, the Pledgor hereby pledges and assigns to the Secured Party the Collateral and delivers or causes to be delivered to the Collateral Agent as agent for the Secured Party either (i) certificates therefor, duly accompanied by stock powers duly executed in blank by the Pledgor to allow the Collateral Agent to register the Collateral in its name or (ii) the Reference Number of Shares in uncertificated form to be deposited and held by the Collateral Agent in its name at its account maintained at Depository Trust Company.

3. Assurances. (a) The Pledgor represents and warrants that the Collateral is and will be validly and duly pledged to the Secured Party in accordance with law, and agrees to defend the Secured Party's right, title, lien and security interest in and to the Collateral against the claims and demands of all persons whomsoever. The Pledgor also represents and warrants to the Secured Party that the Pledgor has, and will have upon deposit with the Secured Party, good title to all of the Collateral, free and clear of all claims, mortgages, pledges, liens, encumbrances and security interests or proprietary rights of others of every nature whatsoever, and that no consent or approval of any governmental or regulatory authority, or of any securities exchange or person, was or is necessary to the validity of this pledge.

(b) The Pledgor represents and warrants that no liens, security interests or adverse claims, other than in favor of the Secured Party or the Collateral Agent pursuant to this Agreement, exist upon the Collateral.

4. Voting. So long as (a) there exists no Event of Default under the Repurchase Agreement with respect to the Secured Party and (b) the Collateral is pledged to the Secured Party hereunder, the Pledgor hereby agrees to abstain, unless otherwise directed by the Share Repurchaser, from voting any and all Collateral or from giving consents, waivers or ratifications in respect thereof.

5. Dividends and Other Distributions. So long as there exists no Event of Default under the Repurchase Agreement with respect to the Secured Party, all ordinary cash dividends and other cash distributions payable in respect of the Collateral shall be paid promptly upon receipt to the Secured Party in immediately available funds. The Secured Party shall also be entitled to receive directly, and to retain as part of the Collateral:

(a) all other or additional stock or securities or property (other than cash) paid or distributed by way of dividend or otherwise, as the case may be, in respect of the Collateral:

(b) all other or additional stock or other securities or property (other than cash) paid or distributed in respect of the Collateral by way of stock-split, spin-off, split-up, reclassification, combination of shares or similar rearrangement; and

(c) all other or additional stock or other securities or property (other than cash) which may be paid in respect of the Collateral by reason of any consolidation, merger, exchange of stock, conveyance of assets, liquidation or other similar corporate reorganization.

All dividends, distributions, or other payments which are received by the Pledgor contrary to the provisions of this Section 5 shall be received in trust for the benefit of the Secured Party, shall be segregated from other property or funds of the Pledgor and shall forthwith be paid over to the Secured Party as Collateral in the same form as received by the Pledgor (with any necessary endorsement or assignments).

6. Demands and Notices. In the event a Pledgor Event of Default has occurred and is continuing, no demand, advertisement or notice, all of which are hereby expressly waived, shall be required in connection with any sale or other disposition of any part of the Collateral which threatens to decline speedily in value or which is of a type customarily sold on a recognized market; otherwise the Secured Party shall give the Pledgor at least five days' prior notice of the time and place of any public sale and of the time at which any private sale or other disposition is to be made, which notice the Pledgor agrees is reasonable, all other demands, advertisements and notices being hereby waived. The Secured Party shall not be obligated to make any sale of Collateral if it shall determine not to do so, regardless of the fact that notice of sale may have been given. The Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In the case of all sales of Collateral, public or private, the Pledgor shall pay all costs and expenses of every kind for sale or delivery, including brokers' and attorneys' fees, and after deducting such costs and expenses from the proceeds of sale, the Secured Party shall apply any residue to the payment of any amounts owed with regard to the Secured Obligations. The balance, if any, remaining after payment in full of all such amounts shall be paid to the Pledgor, subject to any duty of the Secured Party imposed by law to the holder of any subordinate security interest in the Collateral known to the Secured Party.

7. Remedies, Etc., Cumulative. Each and every right, power and remedy provided herein in favor of the Secured Party now or hereafter existing at law or in equity or by statute shall be cumulative and concurrent and shall be in addition to all other rights, powers and remedies in favor of secured parties existing at law or in equity or by statute or otherwise. The exercise by the Secured Party of one or more of the rights, powers or remedies provided for in this Pledge Agreement or in the Repurchase Agreement shall not preclude the simultaneous or later exercise by the Secured Party of all other such rights, powers and remedies, and no failure or delay on the part of the Secured Party shall operate as a waiver thereof. No notice to or demand on the Pledgor in any case shall entitle Pledgor to any other or further notice or demand in similar or other circumstances or constitute a waiver of any of the rights of the Secured Party to any other or further action in any circumstances without notice or demand.

8.        Secured Party's Duties. The Secured Party shall have no duty as to the collection or protection of the Collateral or any income thereon or as to the preservation of any rights pertaining thereto, beyond the safe custody of any thereof actually in its possession. The Pledgor releases the Secured Party from any claims, causes of action and demands at any time arising out of or with respect to this Pledge Agreement, the Collateral and/or any actions, taken or omitted to be taken by the Secured Party with respect thereto in the absence of gross negligence or willful misconduct, and the Pledgor hereby agrees to hold the Secured Party harmless from and with respect to any and all such claims, causes of action and demands.

9.        Pledgor Event of Default. In addition to the Events of Default specified in the Repurchase Agreement, the occurrence at any time with respect to the Pledgor of any of the following events will constitute an event of default (a "Pledgor Event of Default") with respect to it hereunder and under the Repurchase Agreement:

             (a) any representation and warranty made by the Pledgor herein or in any instrument or document delivered pursuant hereto shall prove to be incorrect or misleading in any material respect on the date when made; or

             (b) the Pledgor shall fail to perform any term, covenant or agreement contained herein for 30 days after written notice thereof has been given to the Pledgor by the Secured Party.

10.      Termination of Pledge and Return of Collateral.

(a) Upon receipt by the Collateral Agent for the benefit of the Pledgor of the Principal Amount on the Maturity Date pursuant to Section 2(c) of the Repurchase Agreement, or upon exercise by the Secured Party of its right to Optional Share Settlement pursuant to Section 2(e) of the Repurchase Agreement whether relating to the Maturity Date, an Early Termination Date or a Trigger Date, together with receipt by the Collateral Agent for the benefit of the Pledgor of the applicable Principal Amount or the Unwind Principal Amount, if applicable, from the proceeds received from the sale of any Shares (or other Collateral) in connection with the Maturity Date, an Early Termination Date or a Trigger Date, as the case may be, the Collateral Agent shall deliver to the Secured Party such Shares (or other Collateral) constituting part of the Collateral and which relate to the Principal Amount, the Unwind Principal Amount or such Shares that relate to the Maturity Date, an Early Termination or a Trigger Date.

            (b) In the event the Repurchase Agreement shall terminate prior to the Maturity Date (other than pursuant to Section 20 or 21 of the Repurchase Agreement) or an early termination pursuant to Section 6(a) of the Repurchase Agreement shall have occurred with respect to the Secured Party, this Pledge Agreement shall terminate and the Pledgor shall be entitled to the return of all of the Collateral.

11. Collateral Agent.

(a) The Collateral Agent agrees to act as collateral agent of the Secured Party with respect to the Collateral and to maintain custody of the Collateral for the benefit of the Secured Party subject to the terms hereof solely for the purpose of perfecting Secured Party's security interest in the Collateral and enabling the Secured Party to enforce its rights with respect thereto. All Collateral shall be segregated from other assets of the Pledgor under any other agreement between The Bank of New York and the Pledgor. The Collateral shall be identified on the Pledgor's books and records as having been pledged to the Secured Party. The Collateral shall at all times remain the property of the Pledgor subject only to the extent of the interest and rights therein of the Secured Party as the secured party thereof pursuant to this Agreement.

(b) The Pledgor shall direct the Collateral Agent to release Collateral to the Secured Party by delivering written instructions to the Collateral Agent which instructions shall certify that the Principal Amount has been paid by the Secured Party to the Pledgor and that such release is authorized pursuant to Section 9(a) hereof. Upon receipt of such Collateral release instructions, the Collateral Agent shall promptly comply with such Collateral release instructions.

(c) In the event that an early termination pursuant to Section 6(a) of the Repurchase Agreement shall have occurred, the Pledgor shall promptly inform the Collateral Agent and the Secured Party by delivery of written notice, which notice shall (i) specify the date which is (or is deemed to be) the early termination date of the Repurchase Agreement and (ii) request the return of the Collateral to the Pledgor on such date pursuant to Section 9(b) hereof. On such date of early termination (or deemed date, as the case may be), the Collateral Agent shall release the Collateral to the Pledgor.

(d) The Collateral Agent's duties shall be limited to receiving, safe-keeping and delivering the Collateral as provided in this Agreement. The Collateral Agent undertakes to perform only such duties as are expressly provided for under this Agreement.

(e) The Collateral Agent's safekeeping responsibility shall be limited to exercising the care and diligence usually accorded by the Collateral Agent to its own property. The Collateral Agent, in its sole discretion, is authorized either to (i) retain physical possession of the Collateral or (ii) transfer possession thereof to the Collateral Agent's agent, which agent shall be acceptable to the Secured Party. The Collateral Agent is not authorized and will not make the Collateral available for share lending or to support any other transaction entered into by the Pledgor or the Collateral Agent.

(f) The Collateral Agent may rely, without liability, and shall be protected in acting or refraining from acting, upon any instruction, notice, request, direction or consent believed by it to be genuine and not inconsistent with any provision thereof and to have been signed, given or presented by or on behalf of the Pledgor or the Secured Party, as the case may be. The Collateral Agent may at any time request instructions from the Pledgor or the Secured Party, as the case may be, and may await such instructions without incurring liability. The Collateral Agent has no obligation to act in the absence of such requested instructions, but may, however, without liability take such ministerial actions as it deems advisable.

(g) The Pledgor and the Secured Party hereby acknowledge that neither the Collateral Agent nor any of its officers, employees, agents or advisers have made any representations, given any assurances, or expressed any opinions as to the effectiveness of any of the procedures and rights herein provided to secure payment and performance by each party of its obligations under the Repurchase Agreement.

(h) In the event of any dispute or question as to the construction of any of the provisions of this Agreement or its duties under this Agreement, the Collateral Agent may seek the advice of legal external counsel, the reasonable fees and expenses of which shall be for the account of the Pledgor and the Secured Party, divided equally between them. The Collateral Agent shall incur no liability and shall be fully protected in respect of any action taken, omitted or suffered by it in good faith in accordance with the advice of such counsel.

(i) If a controversy arises between one or more of the parties hereto, or between any of the parties hereto and any person not a party hereto, as to whether or not or to whom the Collateral Agent shall deliver the Collateral or any portion thereof or as to any other matter arising out of or relating to this Agreement or the Collateral, the Collateral Agent shall not be required to determine same and shall not make any delivery of the Collateral or any portion thereof but shall retain the same until the rights of the parties to the dispute shall have finally been determined by agreement or by final order of a court of competent jurisdiction (after all appeals have been finally determined or the time for further appeals has expired without an appeal having been made) which is binding on the Collateral Agent. The Collateral Agent shall assume that no such controversy has arisen unless it (i) has received a written notice from any party hereto that such a controversy has risen which notice refers specifically to this Agreement and identifies the adverse claimants to the controversy; (ii) receives contradictory instructions from the Pledgor and the Secured Party; or (iii) fails to receive a confirmation of an instruction required under this Agreement.

(j) The Pledgor agrees to pay to the Collateral Agent the fees as may be agreed upon from time to time. All expenses, including reasonable outside counsel fees (other than those specified in Section 11(h)), incurred by the Collateral Agent in carrying out its obligations under this Agreement shall be paid by the Pledgor.

(k) The Secured Party may remove the Collateral Agent as its collateral agent only for cause and upon 60 days' notice to the Collateral Agent and upon acceptance by a successor collateral agent satisfactory to the Pledgor and the Secured Party of all of the duties and obligations of the Collateral Agent under this Agreement. The Collateral Agent may resign as collateral agent under this Agreement at any time upon 60 days' written notice to the Secured Party and the Pledgor. Upon receipt of notice of the Collateral Agent's resignation, the Secured Party shall take steps reasonably necessary to appoint a qualified successor Collateral Agent acceptable to the Pledgor and the Secured Party. Upon acceptance by a successor collateral agent of its appointment pursuant to this Section, the Collateral Agent shall transfer all Collateral to the successor collateral agent which shall thereupon be substituted in place of the Collateral Agent under this Agreement, with all the rights, privileges and obligations of the Collateral Agent, and the Collateral Agent shall have no further obligations or duties under this Agreement. A successor collateral agent shall have no liability for, or any responsibility to inquire into, any acts or omissions of the Collateral Agent prior to such successor collateral agent's acceptance of appointment under this Agreement.

12. Notices, Demands. Any notice authorized or required by this Agreement shall be sufficiently given if in writing and addressed to the receiving party and hand delivered or sent by telecopy or other facsimile machine to the individuals at the address specified below or to such other person or persons as the receiving party may from time to time designate to the other parties in writing. Such notice shall be effective upon receipt but, in the event that notice is sent by telecopy or some other form of facsimile transmission, receipt will be considered to have occurred only after the sending party has verified receipt by telephoning the number herein provided for calls for confirmation.

TO THE COLLATERAL AGENT:

The Bank of New York
One Wall Street
Institutional Custody Division
New York, New York 10286

Attention: Julie Gilligan
Telephone: (212) 635-6754
Telecopy: (212) 635-6711

TO THE PLEDGOR:

Morgan Guaranty Trust Company of New York
c/o J.P. Morgan Securities Inc.
60 Wall Street
New York, New York 10260

Attention: Equity Derivatives Group
Telephone (212) 648-1257/2510
Telecopy: (212) 648-5604

TO THE SECURED PARTY:

IMC Global, Inc.
2100 Sanders Road
Northbrook, Illinois 60062-6146

Attention: Assistant Treasurer
Telephone: 847/205-4826
Telecopy: 847/205-4930

13. Governing Law; Counterparts; Amendments.

(a) This Pledge Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to choice of law doctrine, and shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto.

(b) This Pledge Agreement may be executed in counterparts, each of which shall be deemed an original.

(c) None of the terms or provisions of this Pledge Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the parties.

14. No Waiver. Any failure by any party to exercise any right hereunder or at law shall not be construed as a waiver of the right to exercise the same or any other right at any other time and from time to time hereunder.

15. Section Headings. The section headings used in this Pledge Agreement are for convenience of reference only and are not to affect the construction of, or be taken into consideration in interpreting, this Pledge Agreement.

16. Limitation. Nothing expressed or implied herein is intended or shall be conquered to confer upon any person, firm or corporation other than the parties hereto, any rights remedy or claim by reason of this Pledge Agreement or any term hereof, and all terms contained herein shall be for the sole and exclusive benefit of the parties hereto, and their successors and permitted transferees.

17. Severability. If one or more provisions of this Pledge Agreement or the applicability of any such provisions to any set of circumstances shall be determined to be invalid or ineffective for any reason, such determination shall not affect the validity and enforceability of the remaining provisions or the applicability of the same provisions or any of the remaining provisions to other circumstances.

IN WITNESS WHEREOF, the Pledgor, the Collateral Agent and the Secured Party have caused this Pledge Agreement to be duly executed as of the day and year first above written.

J.P. MORGAN SECURITIES INC.,
as agent for

MORGAN GUARANTY TRUST COMPANY
OF NEW YORK

By: ______________________________
Name:
Title:

IMC GLOBAL INC.

By: _______________________________
Name:
Title:

THE BANK OF NEW YORK, as Collateral Agent

By:________________________________
Name:
Title:

EXHIBIT B

GUARANTY

Morgan Guaranty Trust Company of New York (the "Guarantor"), hereby irrevocably and unconditionally guarantees, as primary obligor and not merely as surety, the due and punctual performance and payment of all obligations due and owing of any affiliate it may designate (the "Affiliate") to IMC Global, Inc. ("Company") under the Issuer Share Repurchase Agreement dated as of March 16, 2000 (the "Obligations") when and as due (whether at maturity, upon acceleration or otherwise). In the case of the failure of the Affiliate to perform any Obligation, the Guarantor hereby agrees to perform such Obligation, or to cause such Obligation to be performed, promptly upon demand; provided, however, that any delay to make such demand by the Company upon the Guarantor shall in no event affect the Guarantor's obligations under this Guaranty.

Guarantor agrees that this Guaranty constitutes a guaranty of performance when due and not of collection and waives any right to require that any resort be had by any person to any security held for payment or performance of the Obligations. Guarantor hereby waives any presentment to, demand of payment from and protest to the Affiliate of the Obligations and also waives notice of acceptance of this Guaranty and notice of protest for nonperformance or nonpayment. Guarantor agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Obligations, the absence of any action to enforce the same, any waiver or consent by the Company concerning the Obligations, or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor.

Guarantor further agrees that this guaranty shall continue to be effective or be reinstated, as the case may be, if at any time performance or payment, or any part thereof, on the Obligations is rescinded or must otherwise be restored on the bankruptcy or reorganization of the Affiliate, or otherwise.

This Guaranty becomes effective concurrent with the effectiveness of the Obligations and shall terminate on the maturity and full performance or payment of the Obligations whether by the Affiliate or the Guarantor under this Guaranty.

THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS.

IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be duly executed and delivered as of March 30, 2000.

MORGAN GUARANTY TRUST
COMPANY OF NEW YORK

By:_________________________
Name: Peter Holland
Title: Managing Director

EX-10.III.(Q)

EXHIBIT 10.iii.(q)

KEY MANAGER SEVERANCE AGREEMENT

This Key Manager Severance Agreement (the "Agreement"), is dated as of October 24, 2000 between _______________ (the "Employee") and IMC Global Inc., a Delaware corporation (the "Company").

WHEREAS, the Company desires to retain the Employee as the _________________, _________________ of the Company, and the Employee desires to continue in such position; and

WHEREAS, the Company and the Employee desire to provide appropriate assurances for the Employee to continue to perform the Employee's duties and responsibilities thereby promoting the stability of the Company.

NOW, THEREFORE, in consideration of the agreements and covenants contained herein, the sufficiency of which is acknowledged, the Employee and the Company hereby agree as follows:

1. Definitions. Each term defined herein shall be given its defined meaning wherever used in this Agreement unless the context requires otherwise.
1. "Base Salary" means the Employee's annualized base salary as adjusted from time to time.
2. "Cause" means the Employee (i) grossly neglects his duties, (ii) engages in misconduct; (iii) breaches a material provision of this Agreement, including, but not limited to, Section 4; (iv) willfully fails to cooperate fully with the Company in effecting a smooth transition of the Employee's duties and responsibilities to such person(s) as may be designated by the Company. "Gross neglect" means the willful failure to perform the essential functions of the Employee's job or the willful failure to carry out the Company's reasonable directions with respect to material duties after the Employee is notified in writing by the Company that the Employee is failing to perform these essential functions or failing to carry out the reasonable directions of the Company. Such notice shall specify the functions or directions that the Employee is failing to perform and what steps need to be taken to cure and shall set forth a reasonable time frame, which shall be at a minimum 45 days, within which to cure. "Misconduct" means embezzlement or misappropriation of corporate funds, or other acts of fraud, dishonesty, or self-dealing; provided, however, that the Employee shall be given notice and an opportunity within the next 45 days to explain his position and actions to the Company, which shall then make a final decision; any significant violation of any statutory or common law duty of loyalty to the Company; conviction for a felony; or any significant violation of Company policy or any inappropriate workplace conduct that seriously disrupts or interferes with Company operations; provided, however, that if the policy violation or inappropriate conduct can be cured, then the Employee shall be given written notice of the policy violation or inappropriate conduct and a reasonable opportunity to cure, which shall be at a minimum 45 days.
3. "Company" means IMC Global Inc. and its subsidiaries, as they may exist from time to time.
4. "Effective Date" means the date first set forth above.
5. "Good Reason" for termination of employment by the Employee shall mean any of the following reasons explained below in paragraphs 1 and 2. In each case, to constitute a termination for Good Reason entitling the Employee to Severance Benefits as described in Section 3 of this Agreement, the following must occur:
1. Within 90 days after the Employee has or reasonably should have knowledge that Good Reason exists, the Employee must give the Company written notice specifying the grounds for his belief that Good Reason exists;
2. The Company shall then have a reasonable opportunity, which shall be at least 45 days, to cure; and
3. If the Company cures the Good Reason within the cure period, then the Employee shall have no right to terminate employment for Good Reason. If the Company does not cure the Good Reason within the cure period, then within 14 days of the completion of the cure period, the Employee may give written notice of his intent to terminate his employment for Good Reason. The effective date of such termination for Good Reason shall be two calendar months after the date of the notice to terminate. At its sole discretion, the Company shall have the right to accelerate the termination date by paying the Employee his base pay for the balance of the two-month notice period.
1. the continued failure by the Company, after notice and a reasonable opportunity to cure, to maintain the Employee's Base Salary at a rate equal to or higher than the rate in effect on the Effective Date; provided, however , that Good Reason shall not exist as the result of any decrease in Base Salary if such decrease is incident to a general reduction applied to employees at a similar level as the Employee on a proportionate and nondiscriminatory basis; or
2. a change, without the Employee's consent, in the Employee's primary employment location to a location that is more than 50 miles from the primary location of the Employee's employment as in effect immediately prior to the Effective Date.
6. " Severance Event" shall be deemed to have occurred if, and only if, during the Term of this Agreement, which includes the initial term and any extension or renewals as provided in Section 2, (i) the Employee's employment is terminated by the Company other than for Cause or upon the Employee's death or inability to perform the essential functions of his position with or without reasonable accommodation or (ii) the Employee terminates his employment for Good Reason. If, however, the Employee's employment is terminated whether by the Employee with or without Good Reason or by the Company with or without Cause in connection with a "change in control" of the Company, as such phrase is defined in Section 5 of this Agreement, such termination shall not constitute a Severance Event; provided, however, the Employee's employment shall not be considered to have terminated in connection with a change in control of the Company as so defined unless such change in control has occurred in such manner and such time as to have made Section 5 of this Agreement effective prior to the Employee's termination.
2. Term. The term of this Agreement shall commence on the Effective Date and shall terminate on the second anniversary of the Effective Date.
3. Severance Benefits. Upon the occurrence of a Severance Event and the execution of a general release (substantially in the form attached hereto as Exhibit A) of all claims against the Company and other related entities or persons without additional consideration, and upon the expiration of any applicable revocation period, the Employee shall be entitled to receive the following "Severance Benefits":
1. An amount equal to the target award for the Employee under the Company's Management Incentive Compensation Program, or successor annual bonus plan in effect from time to time, for the fiscal year in which the Severance Event Occurs reduced pro rata for that portion of the fiscal year not completed as of the end of the month in which the Severance Event occurs;
2. An amount equal to the Employee's then current Base Salary, payable in accordance with regular payroll procedures of the Company;
3. An amount equal to the target award for the Employee for the year in which the Severance Event occurs under the Company's Management Incentive Compensation Program or successor annual bonus plan in effect;
4. The Company shall continue coverage under its medical and dental plans and the Employee will continue to pay employee contributions for such coverage as if an active employee until the earlier of: (i) the expiration of the one (1) year period following the date of termination and (ii) the date on which the Employee obtains such benefits pursuant to a subsequent employer's benefit plan. Such continued coverage shall count as continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA");
5. The Company shall continue the Employee's coverage under its life and disability insurance policies until the earlier of (i) the expiration of the one (1) year period following the date of termination and (ii) the date on which the Employee becomes eligible to participate in and receive similar benefits under a plan or arrangement sponsored by another employer or under any Company sponsored retirement plan. Participation shall be on the same terms and conditions as are applicable to active employees;
6. The Employee's outstanding stock options that are exercisable as of the date of the Employee's termination of employment shall remain exercisable for the one (1) year period following the date of the Employee's termination of employment (but not after the expiration of ten years from the date of grant);
7. The Company shall pay the Employee for any and all unused and accrued vacation as of the date of the Employee's termination of employment; and
8. The Company shall provide the Employee with outplacement services, provided that the Employee avails himself to such services within ninety (90) days following the Employee's termination of employment, for a period of one (1) year or, if earlier, until the date on which the Employee obtains subsequent employment. Such outplacement services shall be provided through an outplacement firm that is selected by the Company.

Severance Benefits shall be subject to all applicable federal, state and local deductions and withholdings. Those Severance Benefits described in paragraphs (a) and (g) above shall be paid in a lump sum within 30 days of the Severance Event. At the option of the Company, the present value of the Severance Benefits described in paragraphs 3 (b) and 3(c) above may be paid in a lump sum at any point during the Severance Benefits period. The Company's obligation to continue Severance Benefits shall cease immediately if the Company has or would have had grounds to terminate the Employee's employment immediately for Cause. In the event the Employee dies or becomes disabled before all Severance Benefits are paid to him, the remaining amounts due to him under Sections 3(b) and 3(c) shall be reduced by the proceeds the Employee's estate receives under any life insurance policy with respect to which the premiums are paid by the Company or any benefits the Employee receives under any Company disability policy; but subject to such reductions, those remaining amounts, if any, shall be paid to the Employee or his estate. If any family member of the Employee is receiving medical and/or dental coverage under Section 3(d) at the time of the Employee's death or disability and such family member constitutes a "qualified beneficiary" under COBRA, such medical and/or dental coverage shall continue in accordance with the requirements of COBRA, provided that such family member pays the full cost of the premium for such coverage. The Employee understands and acknowledges that the Severance Benefits constitute his sole benefits upon termination.

4. Exclusivity of Services and Confidential/ Proprietary Information.
1. Employee acknowledges that during his employment with the Company he has developed, acquired, and had access to and will develop, acquire and have access to trade secrets or other proprietary or confidential information belonging to the Company and that such information gives the Company a substantial business advantage over others who do not have such information. Accordingly, the Employee agrees to the following obligations that he acknowledges to be reasonably designed to protect the Company's legitimate business interests without unnecessarily or unreasonably restricting his post-employment opportunities:
1. during employment with the Company and for a period of one year following the Employee's termination of employment, regardless of the reason for the termination or by whom initiated, he will not engage or assist others in engaging in competition with the Company, directly or indirectly, whether as an employer, proprietor, partner, stockholder (other than the holder of less than 5% of the stock of a corporation the securities of which are traded on a national securities exchange or in the over-the-counter market), director, officer, employee, consultant, agent, or otherwise, in the business of producing and distributing potash, phosphate, animal feed ingredients or salt or any other significant business in which the Company is engaged or is preparing to engage in at the time of termination;
2. during employment with the Company and for a period of one year following the Employee's termination of employment, regardless of the reason for the termination or by whom initiated, he will not solicit, in competition with the Company, directly or indirectly, any person who is a client, customer or prospect (as such terms are defined below) (including, without limitation, purchasers of the Company's products) for the purpose of performing services and/or providing goods and services of the kind performed and/or provided by the Company in the business of producing and distributing potash, phosphate, animal feed ingredients or salt or any other significant business in which the Company is engaged or is preparing to engage in at the time of termination;
3. during employment with the Company and for a period of one year following the Employee's termination of employment, regardless of the reason for the termination or by whom initiated, he will not induce or persuade or attempt to induce or persuade any employee or agent of the Company to terminate his or her employment, agency, or other relationship with the Company in order to enter into any employment agency or other relationship in competition with the Company;
4. as used herein, the terms "client," "customer" and "prospect" shall be defined as any client, customer or prospect of any business in which the Company is or has been substantially engaged within the one year period prior to the Employee's termination of employment (a) to which or to whom the Employee submitted or assisted in the submission of a presentation or proposal of any kind on behalf of the Company; (b) with which or with whom the Employee had substantial contact relating to the business of the Company; or (c) about which or about whom the Employee acquired substantial confidential or other information as a result of or in connection with the Employee's employment, at any time during the one year period preceding the Employee's termination of employment for any reason.

Notwithstanding the foregoing, if the Company consents in writing, it shall not be a violation of this Section 4(a) for the Employee to engage in conduct otherwise prohibited by this Section.

2. The Employee agrees that he will not at any time during employment or thereafter for the longest time permitted by applicable law, use, disclose, or take any action which may result in the use or disclosure of any trade secrets or other proprietary or confidential information of the Company, except to the extent that the Company may specifically authorize in writing. This obligation shall not apply when and to the extent that any trade secret, proprietary or confidential information of the Company becomes publicly available other than due to the Employee's act or omission. In connection with this Section 4, the Employee has executed and shall abide by the terms of the separate agreement attached hereto as Exhibit B.
3. The Employee agrees that upon termination of his employment he will immediately surrender and return to the Company all records and other documents obtained by him, entrusted to him, or otherwise in his possession or control during the course of his employment by the Company, together with all copies thereof; provided, however, that subject to Company review and authorization, the Employee may retain copies of such documents as necessary for the Employee's personal records for federal income tax purposes.
4. The Employee acknowledges that the provisions contained in this Section 4 are reasonable and necessary because of the substantial harm that would be caused to the Company by the Employee engaging in any of the activities prohibited or restricted herein. Nevertheless, it is the intent and understanding of each party hereto that if, in any action before any court, agency or other tribunal legally empowered to enforce the covenants contained in this Section 4, any term, restriction, covenant or promise contained therein is found to be unenforceable due to unreasonableness or due to any other reason, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agency.
5. The Employee acknowledges that his breach of this Section 4 will result in immediate and irreparable harm to the Company's business interests, for which damages cannot be calculated easily and for which damages are an inadequate full remedy. Accordingly, and without limiting the right of the Company to pursue all other legal or equitable remedies available for the violation by the Employee of the covenants contained in this Section 4, it is expressly agreed that remedies other than injunctive relief cannot fully compensate the Company for the irreparable injury that the Company could suffer due to any such violation, threatened violation or continuing violation and that the Company shall be entitled to injunctive relief, without the necessity of proving actual monetary loss, to prevent any such violation, threatened violation or continuing violation thereof.
5. Change in Control.
1. Effective Date. For purposes of this Section 5, the term "Effective Date" shall mean the date on which a Change in Control of the Company (as defined in Section 5(i)) occurs. If there is a Change in Control, this Section shall become effective, and this Section shall govern the terms and conditions of the Employee's employment and termination thereof on or after the date that is ninety (90) days before the Effective Date, and the provisions of Sections 1, 2, 3, and 4 of this Agreement, shall no longer be effective.
2. Right to Change in Control Severance Payments and Benefits. The Employee shall be entitled to receive from the Company Change in Control Severance Payments and Benefits as described in Section 5(g) herein, if during the term of this Agreement there has been a Change in Control of the Company and there is a Termination (as defined in Section 5(f)) prior to the expiration of the Employment Term (as defined in Section 5(c)).
3. Employment Term. For purposes of this Section 5, the term "Employment Term" shall mean the period commencing on the Effective Date of this Section 5 and ending on the earlier to occur of (1) the last day of the month in which occurs the first anniversary of the Effective Date of this Section 5 or (2) the last day of the month in which the Employee attains mandatory retirement age pursuant to the terms of a mandatory retirement plan of the Company as such were in effect and applicable to the Employee immediately prior to the Effective Date of this Section 5.
4. Employment. The Company hereby agrees to continue the Employee in its employ, and the Employee hereby agrees to remain in the employ of the Company, until the expiration of the Employment Term. During the Employment Term, the Employee shall exercise such position and authority and perform such responsibilities as are commensurate with the position and authority being exercised and duties being performed by the Employee immediately prior to the Effective Date of this Section 5, which services shall be performed at the location where the Employee was employed immediately prior to the Effective Date of this Section 5 or at such other location as the Company may reasonably require; provided, that the Employee shall not be required to accept another location that he deems unreasonable in the light of his personal circumstances.
5. Compensation and Benefits. During the Employment Term, the Employee shall receive the following compensation and benefits:
1. He shall receive an annual base salary which is not less than his Base Salary immediately prior to the Effective Date of this Section 5, with the opportunity for increases, from time to time thereafter, which are in accordance with the Company's regular Employee compensation practices.
2. He shall be eligible to participate on a reasonable basis, and to continue any participation, in annual incentive, stock option, restricted stock, long-term incentive performance and any other compensation plan which provides opportunities to receive compensation in addition to his Base Salary which is the greater of (i) the opportunities provided by the Company for Employees with comparable duties or (ii) the opportunities under any such plans in which he was participating immediately prior to the Effective Date of this Section 5.
3. He shall be entitled to receive and participate in salaried employee benefits (including, but not limited to, medical, life and accident insurance, stock ownership and disability benefits) and perquisites which are the greater of (i) the employee benefits and perquisites provided by the Company to Employees with comparable duties or (ii) the employee benefits and perquisites to which he was entitled or in which he participated immediately prior to the Effective Date of this Section 5.
4. He shall be entitled to continue to accrue service for retirement benefits and to be entitled to receive retirement benefits under and pursuant to the terms of the Company's qualified retirement plan for salaried employees, the Company's supplemental employee retirement plan, and any successor or other retirement plan or agreement in effect on the Effective Date of this Section 5 in respect of his retirement, whether or not a qualified plan or agreement, so that his aggregate retirement benefit from all such plans and agreements (regardless when he begins to receive such benefit) will be not less than it would be had all such plans and agreements in effect immediately prior to the Effective Date of this Section 5 continued to be in effect without change until and after he begins to receive such benefit.
6. Termination. The term "Termination" shall mean termination, on or after the date which is ninety (90) days before the Effective Date and prior to the expiration of the Employment Term, of the employment of the Employee with the Company for any reason other than death, disability (as described below), cause (as described below), or voluntary resignation (as described below).
1. The term "disability" means physical or mental incapacity qualifying the Employee for long-term disability under the Company's long-term disability plan.
2. The term "cause" means (i) the willful and continued failure of the Employee substantially to perform his duties with the Company (other than any failure due to physical or mental incapacity) after a demand for substantial performance is delivered to him by the Board of Directors which specifically identifies the manner in which the Board believes he has not substantially performed his duties or (ii) willful misconduct materially and demonstrably injurious to the Company. No act or failure to act by the Employee shall be considered "willful" unless done or omitted to be done by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. The unwillingness of the Employee to accept any or all of a change in the nature or scope of his position, authorities or duties, a reduction in his total compensation or benefits, a relocation that he deems unreasonable in light of his personal circumstances, or other action by or request of the Company in respect of his position, authority or responsibility that he reasonably deems to be contrary to this Agreement, may not be considered by the Board of Directors to be a failure to perform or misconduct by the Employee. Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for cause for purposes of this Section 5 unless and until there shall have been delivered to him a copy of a resolution, duly adopted by a vote of three-quarters of the entire Board of Directors of the Company at a meeting of the Board called and held (after reasonable notice to the Employee and an opportunity for the Employee and his counsel to be heard before the Board) for the purpose of considering whether the Employee has been guilty of such a willful failure to perform or such willful misconduct as justifies termination for cause hereunder, finding that in the good faith opinion of the Board the Employee has been guilty thereof and specifying the particulars thereof.
3. The resignation of the Employee shall be deemed "voluntary" if it is for any reason other than one or more of the following:
1. The Employee's resignation or retirement (other than mandatory retirement, as aforesaid) is requested by the Company other than for cause;
2. Any significant change in the nature or scope of the Employee's position, authorities or duties from those described in Section 5(d) of this Agreement;
3. Any reduction in his total compensation or benefits from that provided in Section 5(e);
4. The breach by the Company of any other provision of this Section 5; or
5. The reasonable determination by the Employee that, as a result of a Change in Control of the Company and a change in circumstances in his position, he is unable to exercise the authorities and responsibility attached to his position and contemplated by Section 5(d) of this Agreement.
4. Termination that entitles the Employee to the payments and benefits provided in Section 5(g) shall not be deemed or treated by the Company as the termination of the Employee's employment or the forfeiture of his participation, award or eligibility for the purpose of any plan, practice or agreement of the Company referred to in Section 5(e).
7. Change in Control Severance Payments and Benefits. In the event of and within 30 days following Termination, the Employee shall receive from the Company the following payments and benefits (collectively, "Change in Control Severance Payments and Benefits"):
1. His Base Salary and all other benefits due him as if he had remained an employee pursuant to this Section 5 through the remainder of the month in which Termination occurs, less applicable withholding taxes and other authorized payroll deductions;
2. An amount equal to the target award for the Employee under the Company's annual bonus plan for the fiscal year in which Termination occurs, reduced pro rata for that portion of the fiscal year not completed as of the end of the month in which Termination occurs; provided, however, that if the Employee has deferred his award for such year under the plan, the payment due the Employee under this Paragraph 2 shall be paid in accordance with the terms of the deferral;
3. A lump sum severance allowance in an amount which is equal to the sum of the amounts determined in accordance with the following subparagraphs (a) and (b):
1. an amount equal to the Employee's Base Salary at the rate in effect immediately prior to Termination; and
2. an amount equal to the target award for the Employee for the year in which Termination occurs under the Company's Management Incentive Compensation program or successor annual bonus plan in effect;
4. The Company shall continue coverage under its medical and dental plans and the Employee will continue to pay employee contributions for such coverage as if an active employee until the earlier of: (i) the expiration of the one (1) year period following Termination and (ii) the date on which the Employee obtains such benefits pursuant to a subsequent employer's benefit plan. Such continued coverage shall count as continuation coverage under COBRA. In addition, the Company shall continue the Employee's coverage under its life and disability insurance policies until the earlier of: (i) the expiration of the one (1) year period following Termination and (ii) the date on which the Employee becomes eligible to participate in and receive similar benefits under a plan or arrangement sponsored by another employer or under any Company sponsored retirement plan; participation shall be on the same terms as conditions as are applicable to active employees;
5. If the Employee is a participant in the Company's 1998 Supplemental Employee Retirement Plan or successor supplemental retirement plan in effect, the Employee's account balance under such plan shall become fully vested as of the Employee's Termination. In addition, if, as of the Employee's Termination, the Employee is not fully vested in the Employee's account balance under the Company's Profit Sharing and Savings Plan or successor retirement plan in effect, the Company shall pay the Employee a lump sum cash amount equal to the value of the unvested portion of such account balance;
6. The Company shall pay the Employee a lump sum cash amount equal to the sum of the following:

(i) If the Employee is a participant in the Company's 1998 Supplemental Employee Retirement Plan or successor supplemental retirement plan in effect, an amount equal to the contribution that would have been made on behalf of the Employee to such plan in effect for the year in which Termination occurs, reduced pro rata for that portion of such year not completed by the Employee as of the end of the month in which Termination occurs;

(ii) An amount equal to the profit sharing and matching contributions that would have been made on behalf of the Employee to the Company's Profit Sharing and Savings Plan for the year in which Termination occurs, reduced pro rata for that portion of such year not completed by the Employee as of the end of the month in which Termination occurs; and

(iii) An amount equal to the profit sharing and matching contributions that would have been made on behalf of the Employee to the Company's 1998 Restoration Plan for the year in which Termination occurs, reduced pro rata for that portion of such year not completed by the Employee as of the end of the month in which Termination occurs;

7. The Company shall pay the Employee for any and all unused and accrued vacation as of Termination;
8. The Company shall provide the Employee with outplacement services, provided that the Employee avails himself to such services within 90 days following Termination, for a period of one (1) year or, if earlier, until the date on which the Employee obtains subsequent employment. Such outplacement services shall be provided through an outplacement firm that is selected by the Company; and
9. Upon a Change in Control, any and all restrictions on any and all outstanding awards (including restricted stock awards) under the IMC Global Inc. 1988 Stock Option and Award Plan, as amended, or any successor plan shall lapse and all stock options, stock appreciation rights and other awards thereunder shall become fully (100%) vested immediately and the Employee or his permitted designee thereunder may exercise any and all outstanding options within the one (1) year period immediately following the Employee's Termination (but not after the expiration of ten (10) years from the date of grant).
8. Non-Competition and Confidentiality. The Employee agrees that:
1. for the one (1) year period following Termination, the Employee will not engage or assist others in engaging in competition with the Company and its subsidiaries, directly or indirectly, whether as an employer, proprietor, partner, stockholder (other than the holder of less than 5% of the stock of a corporation the securities of which are traded on a national securities exchange or in the over-the-counter market), director, officer, employee, consultant, agent, or otherwise, in the business of producing and distributing potash, phosphate, animal feed ingredients or salt or any other significant business in which the Company is engaged or is preparing to engage in as of the Effective Date of this Section 5;
2. there shall be no obligation on the part of the Company to provide any further Change in Control Severance Payments and Benefits (other than payments or benefits already earned or accrued) described in Section 5(g) if, when and so long as: (i) the Employee breaches Section 5(h)(1) hereof and (ii) such breach is likely to cause serious damage to the Company or any of its subsidiaries;
3. during and after the Employment Term, he will not divulge or appropriate to his own use or the use of others any secret or confidential information pertaining to the businesses of the Company or any of its subsidiaries obtained during his employment by the Company, it being understood that this obligation shall not apply when and to the extent any of such information becomes publicly known or available other than because of his act or omission; and
4. notwithstanding the foregoing, if the Company consents in writing, it shall not be a breach of this Section 5(h) for the Employee to engage in conduct otherwise prohibited by this Section.
9. Definition of "Change in Control". "Change in Control" of the Company means, and shall be deemed to have occurred upon, the first to occur of any of the following events:
1. the acquisition by any individual, entity or group (a "Person"), including any "person" within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act, of 20% or more of either (i) the then outstanding shares of common stock of the Company (the "Outstanding Common Stock") or (ii) the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors (the "Outstanding Voting Securities"); excluding, however, the following: (A) any acquisition directly from the Company (excluding any acquisition resulting from the exercise of an exercise, conversion or exchange privilege unless the security being so exercised, converted or exchanged was acquired directly from the Company), (B) any acquisition by the Company, (C) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (D) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (3) of this Section 5(i) ;
2. Individuals who, as of the Effective Date of this Section 5, constitute the Board of Directors (the "Incumbent Board") cease for any reason to constitute at least a majority of such Board; provided, that any individual who becomes a director of the Company subsequent to the Effective Date of this Section 5, whose election, or nomination for election by the Company's stockholders, was approved by the vote of at least a majority of the directors then comprising the Incumbent Board shall be deemed a member of the Incumbent Board; and provided further, that any individual who was initially elected as a director of the Company as a result of an actual or threatened election contest, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act, or any other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board shall not be deemed a member of the Incumbent Board;
3. approval by the stockholders of the Company of a reorganization, merger or consolidation of the Company or sale or other disposition of all or substantially all of the assets of the Company (a "Corporate Transaction"); excluding, however, a Corporate Transaction pursuant to which (i) all or substantially all of the individuals or entities who are the beneficial owners, respectively, of the Outstanding Common Stock and the Outstanding Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 60% of, respectively, the outstanding shares of common stock, and the combined voting power of the outstanding securities of such corporation entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or indirectly) in substantially the same proportions relative to each other as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Common Stock and the Outstanding Voting Securities, as the case may be, (ii) no Person (other than: the Company; any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; the corporation resulting from such Corporate Transaction; and any Person which beneficially owned, immediately prior to such Corporate Transaction, directly or indirectly, 25% or more of the Outstanding Common Stock or the Outstanding Voting Securities, as the case may be) will beneficially own, directly or indirectly, 25% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding securities of such corporation entitled to vote generally in the election of directors and (iii) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or
4. the consummation of a plan of complete liquidation or dissolution of the Company.
10. Enforcement Costs. The Company is aware that upon the occurrence of a Change in Control, the Board of Directors or a stockholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Section 5, or may cause or attempt to cause the Company to institute, or may institute, litigation seeking to have this Section 5 declared unenforceable, or may take, or attempt to take, other action to deny the Employee the benefits intended under this Section 5. In these circumstances, the purpose of this Section 5 could be frustrated. It is the intent of the parties that the Employee not be required to incur the legal fees and expenses associated with the protection or enforcement of his rights under this Section 5 by litigation or other legal action because such costs would substantially detract from the benefits intended to be extended to the Employee hereunder, nor be bound to negotiate any settlement of his rights hereunder under threat of incurring such costs. Accordingly, if at any time after the Effective Date of this Section 5, it should appear to the Employee that the Company is or has acted contrary to or is failing or has failed to comply with any of its obligations under this Section 5 for the reason that it regards this Section 5 to be void or unenforceable or for any other reason, or that the Company has purported to terminate his employment for cause or is in the course of doing so in either case contrary to this Section 5, or in the event that the Company or any other person takes any action to declare this Section 5 void or unenforceable, or institutes any litigation or other legal action designed to deny, diminish or to recover from the Employee the benefits provided or intended to be provided to him hereunder, and the Employee has acted in good faith to perform his obligations under this Section 5, the Company irrevocably authorizes the Employee from time to time to retain counsel of his choice at the expense of the Company to represent him in connection with the protection and enforcement of his rights hereunder, including without limitation representation in connection with termination of his employment contrary to this Section 5 or with the initiation or defense of any litigation or other legal action, whether by or against the Employee or the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction. The reasonable fees and expenses of counsel selected from time to time by the Employee as hereinabove provided shall be paid or reimbursed to the Employee by the Company on a regular, periodic basis upon presentation by the Employee of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum aggregate amount of $200,000. Counsel so retained by the Employee may be counsel representing other officers or key Employees of the Company in connection with the protection and enforcement of their rights under similar agreements between them and the Company, and, unless in his sole judgement use of common counsel could be prejudicial to him or would not be likely to reduce the fees and expenses chargeable hereunder to the Company, the Employee agrees to use his best efforts to agree with such other officers or Employees to retain common counsel.
11. Successors and Assigns. Except as otherwise provided herein, this Section 5 shall be binding upon and inure to the benefit of the Employee and his legal representatives, heirs, and assigns; provided, however, that in the event of the Employee's death prior to payment or distribution of all amounts, distributions, and benefits due him under this Section 5, each such unpaid amount and distribution shall be paid in accordance with this Section 5 to the person or persons designated by the Employee to the Company to receive such payment or distribution and in the event the Employee has made no applicable designation, to the person or persons designated by the Employee as the beneficiary or beneficiaries of proceeds of life insurance payable in the event of the Employee's death under the Company's group life insurance plan.
6. Dispute Resolution. The Employee and the Company shall not initiate arbitration or other legal proceeding (except for any claim under Section 4 or Section 5(h)) against the other party or against any directors, officers, employees, agents or representatives of the Company or its affiliates, relating in any way to this Agreement, to the Employee's retention by the Company, to the termination of this Agreement or of such retention, or to any or all other claims for employment or other discrimination under any federal, state or local law, regulation, ordinance or Employee order until 30 days after the party against whom the claim(s) is made ("respondent") receives written notice from the claiming party of the specific nature of any purported claim(s) and, to the extent known or reasonably anticipated, the amount of any purported damages attributable to each such claim(s). The Employee and the Company further agree that if respondent submits the claiming party's claim(s) to the CPR Institute for Dispute Resolution or JAMS/Endispute for nonbinding mediation prior to the expiration of such 30 day period, the claiming party may not institute arbitration or other legal proceedings against respondent until the earlier of: (a) the completion of good-faith mediation efforts or (b) 90 days after the date on which the respondent received written notice of the claimant's claim(s). The mediation shall be conducted in Chicago, Illinois or such other location to which the parties may agree. The Company agrees to pay the cost of the mediator's services.

Subject to the foregoing, the Employee and the Company agree that any and all claims or disputes relating to this Agreement, to the termination of this Agreement or to such retention, to the Employee's termination of employment or to his retention, that one party or that the Employee may have against any directors, officers, employees, agents, or representatives of the Company or its affiliates, including without limitation, claims for employment or other discrimination under any federal, state, or local law, regulation, ordinance, or Employee order, shall be submitted for arbitration and resolved by an arbitrator selected in accordance with the rules and procedures of the CPR Institute for Dispute Resolution or JAMS/Endispute, it being understood and agreed that no more than one arbitrator shall be retained for any arbitration conducted hereunder. The arbitration proceeding shall be conducted in Chicago, Illinois or such other location to which the parties may agree. If either party pursues a claim and such claim results in an arbitrator's decision or award, both parties agree to accept such decision or award as final and binding, and judgment upon the decision or award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The parties shall share the cost of the arbitrator's services. Notwithstanding any of the foregoing provisions of this Section, the Company may in its discretion immediately pursue any and all available legal and equitable remedies for the Employee's breach, threatened breach or continuing breach of any provision of Section 4 or Section 5(h) in any court, agency, or other tribunal of competent jurisdiction.

7. Entire Agreement, Amendment, Waiver. This Agreement constitutes the entire agreement between the Company and the Employee with respect to the subject matter hereof. This Agreement supersedes any prior agreements made between the parties with respect to the subject matter hereof. The parties may not amend this Agreement except by written instrument signed by both parties. No waiver by either party at any time of any breach by the other of any provision of this Agreement shall be deemed a waiver of similar or dissimilar provision at the same time or any prior or subsequent time.
8. Assumption. This Agreement shall inure to benefit of, and be binding upon, the successors and assignees of the Company. The Company shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all of the business or assets of the Company, expressly and unconditionally to assume and agree to perform the Company's obligations under this Agreement.
9. Notice. Any notice, request, or other communication required or permitted to be given hereunder shall be made to the addresses hereinafter set forth or to any other address designated by either of the parties hereto by notice similarly given:

If to the Company:
Senior Vice President, Human Resources
IMC Global Inc.
100 South Saunders Road
Suite 300
Lake Forest, IL 60045 If to the Employee:

All such notices, requests or other communications shall be sufficient if made in writing either (i) by personal delivery to the party entitled thereto, (ii) by registered or certified mail, return receipt requested or (iii) by express courier service. The notice, request or other communication shall be deemed effective upon personal delivery or upon actual or constructive receipt by the party entitled thereto if by registered or certified mail or express courier service; provided, however, that a notice, request or other communication received after regular business hours shall be deemed to be received on the next succeeding business day of the Company.

10. Severability. The provisions of this Agreement shall be regarded as durable, and if any provision or portion thereof is declared invalid or unenforceable by a court of competent jurisdiction, the validity and enforceability of the remainder and applicability thereof shall not be affected.
11. Applicable Law. This Agreement shall at all times be governed by and construed, interpreted and enforced in accordance with the internal laws (as opposed to the conflict of laws provisions) of the State of Illinois.

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by its duly authorized officer and the Employee has signed this Agreement as of the day and year first above written.

IMC GLOBAL INC.
By:________________________________________
     Douglas A. Pertz
     Chairman and Chief
     Executive Officer EMPLOYEE
__________________________________________


EXHIBIT A

WAIVER AND RELEASE OF CLAIMS

In exchange for the Severance Benefits described in the attached Employee Severance Agreement, as amended and restated (the "Agreement"), which I acknowledge I would not otherwise be entitled to receive, I freely and voluntarily agree to this WAIVER AND RELEASE OF CLAIMS ("WAIVER"):

1. My employment with IMC Global Inc. will terminate effective _____________________.
2. I acknowledge that the Severance Benefits described in the attached Agreement are the sole payments to which I am entitled and that I am not entitled to any additional severance payments.
3. I, and anyone claiming through me, hereby waive and release any and all claims that I may have ever had or that I may now have against IMC Global Inc., its parents, divisions, partnerships, affiliates, subsidiaries, and other related entities and their successors and assigns, and past, present and future officers, directors, employees, agents and attorneys of each of them in their individual or official capacity (hereinafter collectively referred to as "Released Parties"). Among the claims that I am waiving are claims relating to my employment or termination of employment, including, but not limited to, claims of discrimination in employment brought under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Americans With Disabilities Act or other federal, state or local employment discrimination, employment, wage laws, ordinances or regulations or any common law or statutory claims of wrongful discharge or breach of contract or any other common law or statutory claims; whether for damages, lost wages or for any other relief or remedy.
4. I understand and agree that this WAIVER will be binding on me and my heirs, administrators and assigns. I acknowledge that I have not assigned any claims or filed or initiated any legal proceedings against any of the Released Parties .
5. Except as may be required by law, I agree that I will not disclose the existence or terms of this WAIVER to anyone except my accountant, attorney or spouse, each of whom shall also be bound by this confidentiality provision.
6. I understand that I have twenty-one (21) days to consider whether to sign this WAIVER and return it to the Senior Vice President, Human Resources of IMC Global Inc. IMC Global Inc. hereby advises me of my right to consult with an attorney before signing the WAIVER and I acknowledge that I have had an opportunity to consult with an attorney and have either held such consultation or have determined not to consult with an attorney.
7. I understand that I may revoke my acceptance of this WAIVER by delivering notice of my revocation to the Senior Vice President, Human Resources within seven (7) days of the day I sign the WAIVER. If I do not revoke my acceptance of this WAIVER within seven days of the day I sign it, it will be legally binding and enforceable.

IMC GLOBAL INC.	AGREED AND ACCEPTED:
By:________________________________________ Title:_______________________________________ Date:_______________________________________	_________________________________________ _________________________________________                        Print Name Date:_____________________________________

EX-12

EXHIBIT 12

IMC Global Inc.
Computation of Ratio of Earnings to Fixed Charges

	Years Ended December 31
	2000	1999	1998	1997	1996
Fixed charges:
Interest charges	$  112.6	$  111.4	$  104.7	$    40.2	$    43.6
Rent expense	5.0	6.4	7.5	6.0	5.8
Total fixed charges	$  117.6 ======	$  117.8   ======	$  112.2  ======	$    46.2  ======	$   49.4  ======
Earnings:
Earnings (loss) from continuing   operations before minority interest	$  118.7	$ (390.9)	$  254.1	$  224.6	$  388.7
Interest charges	112.6	111.4	104.7	40.2	43.6
Rent expense	5.0	6.4	7.5	6.0	5.8
Total earnings	$  236.3 ======	$ (273.1)  ======	$  366.3  ======	$  270.8  ======	$  438.1  ======
Ratio of earnings to fixed charges	2.01	-a	3.26	5.86	8.87
Adjusted ratio of earnings to fixed charges	n/a	3.21b	5.01c	9.84d	10.59e

aThe Company's earnings were insufficient to cover fixed charges by $390.9 million for the year ended December 31, 1999.
^bThe adjusted ratio of earnings to fixed charges for the year ended December 31, 1999 excludes special charges of $651.7 million.
^cThe adjusted ratio of earnings to fixed charges for the year ended December 31, 1998 excludes special charges of $195.3 million.
^dThe adjusted ratio of earnings to fixed charges for the year ended December 31, 1997 excludes special charges of $183.7 million.
^eThe adjusted ratio of earnings to fixed charges for the year ended December 31, 1996 excludes special charges of $84.9 million.
n/a not applicable.

EX-21

EXHIBIT 21

SUBSIDIARIES OF THE REGISTRANT

Certain of IMC Global Inc.'s subsidiaries are listed below. These subsidiaries are all included in the Company's consolidated financial statements, and collectively, together with IMC Global Inc., account for more than 90 percent of consolidated net sales and earnings from continuing operations before income taxes.

	Jurisdiction of Incorporation	Percent Ownership
IMC Global Operations Inc.	Delaware	100%
IMC Phosphates Company	Delaware	53.5%
IMC Global Potash Holdings Inc.	Delaware	100%
International Minerals & Chemical (Canada) Global Limited	Canada	100%
The Vigoro Corporation	Delaware	100%
KCL Holdings, Inc.	Delaware	100%
IMC USA Inc.	Delaware	100%
IMC Potash Colonsay Inc.	Delaware	100%
IMC Potash Carlsbad Inc.	Delaware	100%
IMC Canada Ltd.	Canada	100%
Western Ag-Minerals Company	Nevada	100%
Phosphate Resource Partners Limited Partnership	Delaware	51.6%
IMC Inorganic Chemicals Inc.	Delaware	100%
IMC Global Australia Pty. Ltd. (Australia)	Australia	100%

A number of subsidiaries are not shown, but even as a whole they do not constitute a significant subsidiary.