IMC GLOBAL INC, S-8, 1998-12-31

IMC GLOBAL INC
S-8, 1998-12-31
AGRICULTURAL CHEMICALS

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<PAGE>

As filed with the Securities and Exchange Commission on December 31, 1998
Registration No. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

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

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

2100 SANDERS ROAD 60062
NORTHBROOK, ILLINOIS (Zip Code)
(Address of principal executive offices)

SAVINGS PLAN FOR HOURLY EMPLOYEES OF IMC-AGRICO, INC. REPRESENTED BY
LOCAL #968 INTERNATIONAL CHEMICAL WORKERS UNION
(Full title of the plan)

J. BRADFORD JAMES
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
IMC GLOBAL INC.
2100 SANDERS ROAD
NORTHBROOK, ILLINOIS 60062
(847) 272-9200
(Name, address, and telephone number,
including area code, of agent for service)

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

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
Title of Amount Proposed Proposed Amount of
Securities to be to be Maximum Maximum Registration Fee
Registered Registered Offering Aggregate
Price Per Offering
Share Price
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 20,000 shares (2) $20.9375 (3) $418,750.00 (3) $117.00
$1.00 par value(1)
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
</TABLE>
(1) Rights to purchase 1/200 of a share of Series C Junior Participating
Preferred Stock, par value $1.00 per share, initially are attached to and
trade with the shares of common stock being registered hereby. The value
attributable to such rights, if any, is reflected in the market price of
such common stock.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered pursuant to the employee benefit plan described
herein.
(3) Estimated solely for the purpose of calculating the registration fee and,
pursuant to Rule 457(h) under the Securities Act of 1933, based upon the
average of the high and low sale prices of the common stock reported on
the New York Stock Exchange on December 30, 1998.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents (Commission File No. 1-09759) heretofore filed
with the Securities and Exchange Commission (the "Commission") by IMC Global
Inc., a Delaware corporation (the "Company"), are incorporated herein by
reference:

(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1997;

(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998, June 30, 1998 and September 30, 1998, the Company's
Current Reports on Form 8-K dated January 14, 1998, April 1, 1998,
October 28, 1998, November 17, 1998 and December 31, 1998,
and the Company's Current Reports on Form 8-K/A which were filed
with the Commission on June 15, 1998 and September 16, 1998;

(c) The description of the common stock being registered hereby, which
is contained in the Company's Registration Statement on Form 8-A/A-1
filed January 12, 1996 under Section 12 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), including any
subsequent amendment or any report filed for the purpose of updating
such description; and

(d) The description of the Rights to purchase 1/200 of a share of Series
C Junior participating Preferred Stock, par value $1.50 per share
(the "Rights"), which is contained in the Company's Registration
Statement on Form 8-A filed June 23, 1989, as amended by Forms 8-A/A
dated September 7, 1995 and January 12, 1996.

All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, and all documents
filed by the Savings Plan for Hourly Employees of IMC-Agrico, Inc.
Represented by Local # 968 International Chemical Workers Union (the "Plan")
pursuant to Section 15(d) of the Exchange Act, after the date of this
registration statement and prior to the filing of a post-effective amendment
to this registration statement which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference into this
registration statement and to be a part hereof from the respective dates of
filing of such documents (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents").

Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

<PAGE>

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Delaware General Corporation Law (the "DGCL") permits a Delaware
corporation to indemnify any persons who are, or are threatened to be made,
parties to any threatened, pending or completed legal action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of such corporation), by reason of the fact
that such person was an officer or director of such corporation, or is or was
serving at the request of such corporation as a director, officer, employee
or agent of another corporation or enterprise. The indemnity may include
expenses(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, provided that such officer or director acted
in good faith and in a manner he or she reasonably believed to be in or not
opposed to the corporation's best interests, and, for criminal proceedings,
had no reasonable cause to believe his or her conduct was illegal. A Delaware
corporation may indemnify officers and directors in an action by or in the
right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation in the performance of
his or her duty. Where an officer or director is successful on the merits or
otherwise in the defense of any action referred to above, the corporation
must indemnify him or her against the expenses which such officer or director
actually and reasonably incurred.

The Company's Restated Certificate of Incorporation, as amended,
provides that the Company will indemnify each officer and director of the
Company to the fullest extent permitted by applicable law. The Company's
By-Laws provide that each person who was or is made a party or is threatened
to be made a party to or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he or she is or was a director or officer of the
Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with respect to an
employee benefit plan, will be indemnified by the Company to the full extent
permitted by the DGCL. The indemnification rights conferred by the Company's
Restated Certificate of Incorporation, as amended, are not exclusive of any
other right to which persons seeking indemnification may be entitled under
any law, By-Law, agreement, vote of stockholders or disinterested directors
or otherwise. The Company is authorized to purchase and maintain (and the
Company maintains) insurance on behalf of its directors and officers.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ---------- -----------
<S> <C>
4.1 Restated Certificate of Incorporation, as amended (incorporated by
reference to Exhibit 3.1 to the Company's Current Report on Form 8-K
dated October 21, 1994)

4.2 Certificate of Amendment to Restated Certificate of Incorporation,
dated October 20, 1994 (incorporated by reference to Exhibit 3.2 to
the Company's Annual Report on Form 10-K dated September 24, 1997)

4.3 Certificate of Amendment to Restated Certificate of Incorporation,
dated October 23, 1995 (incorporated by reference to Exhibit 3.2 to
the Company's Registration Statement on Form 8-A/A-1 dated January
12, 1996)

4.4 Certificate of Amendment to Restated Certificate of Incorporation,
dated March 1, 1996 (incorporated by reference to Exhibit 4.4 to the
Company's Post-Effective Amendment No. 1 on Form S-B to Form S-4
(Registration No. 333-0439) dated March 1, 1996)

4.5 By-laws of the Company (incorporated by reference to Exhibit 4.5 to
the Company's Registration Statement on Form S-4 (Registration No.
333-40377) dated November 17, 1997)

II-2
<PAGE>

4.6 Rights Agreement, dated June 21, 1989, between the Company and The
First National Bank of Chicago, as Rights Agent (incorporated by
reference to Exhibit 10.35 to the Company's Annual Report on Form
10-K for the fiscal year ended June 30, 1989)

4.7 Amendment to Rights Agreement, effective as of April 29, 1993
(incorporated by reference to Exhibit 3.2 to the Company's
Registration Statement on Form 8-A/A-1 dated January 12, 1996)

4.8 Amendment to Rights Agreement, dated August 17, 1995 (incorporated
by reference to Exhibit 1 to the Company's Registration Statement on
Form 8-A/A dated September 7, 1995)

4.9* Savings Plan for Hourly Employees of IMC-Agrico, Inc. Represented by
Local #968 International Chemical Workers Union

23.1* Consent of Ernst & Young LLP

23.2* Consent of PricewaterhouseCoopers LLP

23.3* Consent of Arthur Andersen, Chartered Accounts

23.4* Consent of Arthur Andersen LLP

24* Form of Power of Attorney

</TABLE>
- --------------------------------
*Filed herewith.

The Company will submit or has submitted the Plan and any amendment
thereto to the Internal Revenue Service (the "IRS") in a timely manner and
has made or will make all changes required by the IRS in order to qualify the
Plan under Section 401 of the Internal Revenue Code of 1986, as amended.

ITEM 9. UNDERTAKINGS.

(a) The Company hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");

(ii) To reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most
recent post-effective amendment hereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in this registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement; and

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;

II-3
<PAGE>

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by
the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in the registration statement;

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof;

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remained unsold at the
termination of the offering.

(b) The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

II-4
<PAGE>

SIGNATURES

THE REGISTRANT. Pursuant to the requirements of the Securities Act,
the Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Northbrook, State of Illinois this
31st day of December, 1998.

IMC GLOBAL INC.

By: /s/ J. BRADFORD JAMES
---------------------------------------
J. Bradford James
Senior Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities
indicated, this 31st day of December, 1998.

<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
* Chief Executive Officer, Director and Chairman of the Board
- --------------------------------- (principal executive officer)
Robert E. Fowler, Jr.

* President, Chief Operating Officer and Director
- --------------------------------- (principal operating officer)
Douglas A. Pertz

* Senior Vice President and Chief Financial Officer
- --------------------------------- (principal financial officer)
J. Bradford James

* Vice President and Controller
- --------------------------------- (principal accounting officer)
Anne M. Scavone

* Director
- ---------------------------------
Raymond F. Bentele

* Director
- ---------------------------------
Wendell F. Bueche

* Director
- ---------------------------------
Rod F. Dammeyer

* Director
- ---------------------------------
James M. Davidson

II-5
<PAGE>

* Director
- ---------------------------------
Harold H. MacKay

* Director
- ---------------------------------
David B. Mathis

* Director
- ---------------------------------
Donald F. Mazankowski

* Director
- ---------------------------------
Joseph P. Sullivan

* Director
- ---------------------------------
Richard L. Thomas

* Director
- ---------------------------------
Billie B. Turner

/s/ ROSE MARIE WILLIAMS
- -----------------------------------
*By Rose Marie Williams, Attorney-in-fact

</TABLE>

THE PLAN. Pursuant to the requirements of the Securities Act, the
trustees (or other persons who administer the Plan) have duly caused this
registration statement to be signed on their respective behalf by the
undersigned, thereunto duly authorized, in the City of Northbrook, State of
Illinois, this 31st day of December, 1998.

SAVINGS PLAN FOR
HOURLY EMPLOYEES OF IMC-AGRICO, INC.
REPRESENTED BY LOCAL #968
INTERNATIONAL CHEMICAL WORKERS UNION

By: /s/ J. BRADFORD JAMES
----------------------------------
J. Bradford James
Member of the Benefits Committee

II-6
<PAGE>

EXHIBIT INDEX

4.5 By-laws of the Company (incorporated by reference to Exhibit 4.5 to
the Company's Registration Statement on Form S-4 (Registration No.
333-40377) dated November 17, 1997)

4.7 Amendment to Rights Agreement, effective as of April 29, 1993
(incorporated by reference to Exhibit 3.2 to the Company's
Registration Statement on Form 8-A/A-1 dated January 12, 1996)

4.8 Amendment to Rights Agreement, dated August 17, 1995 (incorporated
by reference to Exhibit 1 to the Company's Registration Statement on
Form 8-A/A dated September 7, 1995)

4.9* Savings Plan for Hourly Employees of IMC-Agrico, Inc. Represented by
Local #968 International Chemical Workers Union

23.1* Consent of Ernst & Young LLP

23.2* Consent of PricewaterhouseCoopers LLP

23.3* Consent of Arthur Andersen, Chartered Accounts

23.4* Consent of Arthur Andersen LLP

24* Form of Power of Attorney
</TABLE>
- --------------------------------
*Filed herewith.

II-7

<PAGE>
EXHIBIT 4.9

SAVINGS PLAN FOR HOURLY EMPLOYEES
OF IMC-AGRICO, INC.

REPRESENTED BY LOCAL #968
INTERNATIONAL CHEMICAL WORKERS UNION

(AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1996)

<PAGE>

SAVINGS PLAN FOR HOURLY EMPLOYEES
OF IMC-AGRICO MP, INC.

REPRESENTED BY LOCAL #968
INTERNATIONAL CHEMICAL WORKERS UNION

TABLE OF CONTENTS

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

<TABLE>
<CAPTION>
Article Section Page
- ------- ------- ----
<S> <C>
ARTICLE 1 TITLE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

ARTICLE 2 DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

ARTICLE 3 PARTICIPATION
Section 3.1. ELIGIBILITY REQUIREMENTS . . . . . . . . . . . . . . . . . .6
Section 3.2. APPLICATIONS . . . . . . . . . . . . . . . . . . . . . . . .6
Section 3.3. TERMINATION OF PARTICIPATION . . . . . . . . . . . . . . . .7
Section 3.4. SAFE-HARBOR FOR LEASED EMPLOYEES . . . . . . . . . . . . . .7

ARTICLE 4 SALARY REDUCTION CONTRIBUTIONS
Section 4.1. CONTRIBUTIONS ALLOWED. . . . . . . . . . . . . . . . . . . .7
Section 4.2. CHANGES IN AMOUNT OF CONTRIBUTIONS . . . . . . . . . . . . .9
Section 4.3. AUTOMATIC SUSPENSION OF CONTRIBUTIONS. . . . . . . . . . . .9
Section 4.4. VOLUNTARY SUSPENSION OF CONTRIBUTIONS. . . . . . . . . . . .9
Section 4.5. ROLLOVER CONTRIBUTIONS . . . . . . . . . . . . . . . . . . .9
Section 4.6. ACTUAL DEFERRAL PERCENTAGE . . . . . . . . . . . . . . . . 11
Section 4.7. DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . 12
Section 4.8. SPECIAL RULES. . . . . . . . . . . . . . . . . . . . . . . 12
Section 4.9. DISTRIBUTION OF EXCESS DEFERRALS . . . . . . . . . . . . . 13
Section 4.10. DISTRIBUTION OF EXCESS CONTRIBUTIONS . . . . . . . . . . . 14

ARTICLE 5 EMPLOYER CONTRIBUTIONS
Section 5.1. AMOUNT OF CONTRIBUTIONS. . . . . . . . . . . . . . . . . . 15
Section 5.2. STATUTORY LIMITATIONS ON CONTRIBUTIONS . . . . . . . . . . 15
Section 5.3. LIMITATION YEAR. . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE 6 TRUST AND INVESTMENT PROVISIONS
Section 6.1. TRUSTEE. . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 6.2. INVESTMENT OF CONTRIBUTIONS. . . . . . . . . . . . . . . . 19
Section 6.3. LIMITATIONS ON INVESTMENT DIRECTIONS . . . . . . . . . . . 19
Section 6.4. CHANGE IN INVESTMENT DIRECTION . . . . . . . . . . . . . . 20
Section 6.5. INVESTMENT INCOME. . . . . . . . . . . . . . . . . . . . . 20
Section 6.6. EXPENSES OF FUNDS. . . . . . . . . . . . . . . . . . . . . 20

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<PAGE>

Section 6.7. INVESTMENT MANAGER . . . . . . . . . . . . . . . . . . . . 20
Section 6.8. ERISA SECTION 404(c) PLAN. . . . . . . . . . . . . . . . . 22

ARTICLE 7 PARTICIPANTS' PLAN ACCOUNTS
Section 7.1. PLAN ACCOUNTS AND VESTING. . . . . . . . . . . . . . . . . 22
Section 7.2. UNITS. . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 7.3. VALUATION OF FUNDS . . . . . . . . . . . . . . . . . . . . 24
Section 7.4. VALUATION OF FUND SUB-ACCOUNTS AS OF A VALUATION DATE. . . 24
Section 7.5. VALUE OF PLAN ACCOUNTS . . . . . . . . . . . . . . . . . . 25
Section 7.6. COMMITTEE TO FURNISH ANNUAL STATEMENTS OF VALUE OF PLAN
ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 7.7. TRANSFERS FROM OTHER SAVINGS AND PROFIT SHARING PLANS. . . 25

ARTICLE 8 WITHDRAWALS, DISTRIBUTION AND LOANS
Section 8.1. HARDSHIP WITHDRAWAL FROM SALARY REDUCTION ACCOUNTS . . . . 27
Section 8.2. OTHER WITHDRAWALS FROM SALARY REDUCTION ACCOUNT. . . . . . 29
Section 8.3. LOANS. . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 8.4. DISTRIBUTION UPON TERMINATION OF EMPLOYMENT. . . . . . . . 32
Section 8.5. TIME AND MANNER OF DISTRIBUTIONS . . . . . . . . . . . . . 32
Section 8.6. DESIGNATION OF BENEFICIARY . . . . . . . . . . . . . . . . 33
Section 8.7. DISTRIBUTION TO MINOR AND DISABLED DISTRIBUTEES. . . . . . 34
Section 8.8. DEFERRAL OF DISTRIBUTION UPON TERMINATION OF
EMPLOYMENT . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 8.9. CONDITIONS FOR DISTRIBUTIONS TO BENEFICIARY, UPON
DEATH OF A PARTICIPANT . . . . . . . . . . . . . . . . . . 38
Section 8.10. DIRECT ROLLOVERS . . . . . . . . . . . . . . . . . . . . . 38

ARTICLE 9 SPECIAL RULES RELATING TO RE-EMPLOYMENT OF TERMINATED EMPLOYEES
AND EMPLOYMENT BY RELATED ENTITIES . . . . . . . . . . . . . . . . . . 39

ARTICLE 10 ADMINISTRATION
Section 10.1. THE COMMITTEE. . . . . . . . . . . . . . . . . . . . . . . 39
Section 10.2. PLAN ADMINISTRATOR . . . . . . . . . . . . . . . . . . . . 42
Section 10.3. CLAIMS PROCEDURE . . . . . . . . . . . . . . . . . . . . . 42
Section 10.4. NOTICES TO PARTICIPANTS AND DISTRIBUTEES . . . . . . . . . 43
Section 10.5. NOTICES TO COMMITTEE OR EMPLOYERS. . . . . . . . . . . . . 44
Section 10.6. RECORDS. . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 10.7. REPORTS OF TRUST FUND. . . . . . . . . . . . . . . . . . . 44

ARTICLE 11 PARTICIPATION BY OTHER EMPLOYERS
Section 11.1. ADOPTION OF PLAN . . . . . . . . . . . . . . . . . . . . . 44
Section 11.2. WITHDRAWAL FROM PLAN . . . . . . . . . . . . . . . . . . . 45
Section 11.3. COMPANY AS AGENT FOR EMPLOYERS . . . . . . . . . . . . . . 45

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<PAGE>

ARTICLE 12 CONTINUANCE BY A SUCCESSOR . . . . . . . . . . . . . . . . . . . . . . 45

ARTICLE 13 NON-ASSIGNABILITY EXCEPTIONS FOR DOMESTIC RELATIONS
ORDERS AND LOANS
Section 13.1. DOMESTIC RELATIONS ORDERS. . . . . . . . . . . . . . . . . 46
Section 13.2. LOANS. . . . . . . . . . . . . . . . . . . . . . . . . . . 47

ARTICLE 14 MISCELLANEOUS
Section 14.1. EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . 47
Section 14.2. NON-ASSIGNABILITY. . . . . . . . . . . . . . . . . . . . . 47
Section 14.3. EMPLOYMENT NON-CONTRACTUAL . . . . . . . . . . . . . . . . 48
Section 14.4. LIMITATION OF RIGHTS . . . . . . . . . . . . . . . . . . . 48
Section 14.5. MERGER OR CONSOLIDATION WITH ANOTHER PLAN. . . . . . . . . 48
Section 14.6. REVERSION OF EMPLOYER CONTRIBUTIONS. . . . . . . . . . . . 48

ARTICLE 15 AMENDMENT, WITHDRAWAL AND TERMINATION
Section 15.1. AMENDMENT. . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 15.2. WITHDRAWAL . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 15.3. TERMINATION. . . . . . . . . . . . . . . . . . . . . . . . 50
Section 15.4. TRUST TO BE APPLIED EXCLUSIVELY FOR PARTICIPANTS AND
THEIR BENEFICIARIES. . . . . . . . . . . . . . . . . . . . 50
Section 15.5. DISTRIBUTION UPON SALE OF ASSETS . . . . . . . . . . . . . 51
Section 15.6. DISTRIBUTIONS UPON SALE OF SUBSIDIARY. . . . . . . . . . . 51
</TABLE>

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<PAGE>

SAVINGS PLAN FOR HOURLY EMPLOYEES
OF IMC-AGRICO MP, INC.

REPRESENTED BY LOCAL #968
INTERNATIONAL CHEMICAL WORKERS UNION

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

The Savings Plan for Hourly Employees of IMC-Agrico MP, Inc.
Represented by Local #968 International Chemical Workers Union (the "Plan"),
was adopted effective January 1, 1993.

This amendment and restatement is effective January 1, 1996
unless otherwise noted. In all cases where this Plan refers to a person, the
reference pertains to both genders.

ARTICLE 1
TITLE

The title of this Plan is the "Savings Plan for Hourly Employees
of IMC-Agrico MP, Inc. Represented by Local #968 International Chemical
Workers Union."

ARTICLE 2
DEFINITIONS

As used herein, the following words and phrases shall have the
following respective meanings unless the context clearly indicates otherwise:

(1) ACTIVE PARTICIPANT. A participant who is presently making
contributions to the Plan pursuant to Section 4.1.

(2) ADMINISTRATOR. The Plan Administrator appointed by the
Company pursuant to Section 10.2. and as defined in ERISA.

(3) AFFILIATE. Any corporation which is a member of the same
controlled group of corporations (within the meaning of
Section 414(b) of the Code) as an Employer or an
unincorporated trade or business which is under common control
with an Employer (as determined under Section 414(c) of the
Code).

<PAGE>

(4) BENEFICIARY. The person or persons who shall be entitled
under Section 8.8 to receive benefits in the event of the
death of a Participant.

(5) BREAK IN SERVICE. Any period during which an Employee is not
employed by an Employer which is not included in a Period of
Employment and which is in excess of twelve months.

(6) CODE. The Internal Revenue Code of 1986, as amended, and the
regulations issued thereunder.

(7) COMMITTEE. The Committee appointed by the Board of Directors
of the Company pursuant to Section 10.1.

(8) COMPANY. IMC-Agrico MP, Inc., a Delaware corporation, and any
organization which shall succeed to the business of such
corporation and adopt the Plan pursuant to Article 12.

(9) COMPENSATION. Regular straight time hourly earnings for all
straight time hours actually worked, and vacation pay.
Compensation considered under the Plan shall not be in excess
of $150,000 annually as adjusted by the Secretary in
accordance with Section 401(a)(17) of the Code. For Plan
Years beginning prior to January 1, 1997, in the case of a
participant who is a Highly Compensated Employee and who is a
"5-percent owner" (as defined in Section 416(i)(1)(A)(iii) of
the Code) or one of the ten most highly compensated Employees
of an Employer, all members of the family unit which includes
such Employee will be treated as one Employee and the
limitations set forth in the preceding sentence will be
allocated among all the members of such family unit in
proportion to their amount of compensation. For this purpose,
a family unit of a person includes that person, his or spouse,
and his or her lineal descendants who have not attained age 19
before the end of the Plan Year. For purposes of Article 4
the term "compensation" shall have the meaning prescribed in
Section 414(s) of the Code and for purposes of Section 5.2,
the term "compensation" shall have the meaning prescribed by
Section 415 of the Code.

(10) DIRECT ROLLOVER. A Direct Rollover is a payment by the Plan
to the Eligible Retirement Plan specified by the Distributee.

(11) DISTRIBUTEE. A person entitled to receive a distribution from
the Trust under Article 8. A Distributee includes an Employee
or former Employee. In addition, the Employee's or former
Employee's surviving spouse or former Employee's spouse or
former spouse who is the alternate payee under a qualified
domestic relations order, as defined in Article 13 and Section
414(p) of the Code, are Distributees with regard to the
interest of the spouse or former spouse.

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

(13) ELIGIBLE ROLLOVER DISTRIBUTION. An Eligible Rollover
Distribution is any distribution of all or any portion of the
balance to the credit of the Distributee, except that an
Eligible Rollover Distribution does not include: any
distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made for
the life (or life expectancy) of the Distributee or the joint
lives (or joint life expectancies) of the Distributee and the
Distributee's designated beneficiary, or for a specified
period of ten years or more; any distribution to the extent
such distribution is required under Section 401(a)(9) of the
Code; and the portion of any distribution that is not
includible in gross income (determined without regard to the
exclusion for net unrealized appreciation with respect to
employer securities.)

(14) EMPLOYEE. An individual who is employed by an Employer.
Notwithstanding anything in this Plan to the contrary, an
individual who provides services to an Employer pursuant to a
written agreement with an entity that is not an Employer or
pursuant to a contract that identifies the individual as an
independent contractor shall not be an Employee, regardless of
the individual's employment status under common law.

(15) EMPLOYER. The Company and any other corporation which shall,
with the consent of the Company, elect to participate in the
Plan in the manner described in Section 11.1 and any successor
corporation which shall adopt the Plan pursuant to Article 12.
If any such corporation shall withdraw from participation in
the Plan pursuant to Section 11.2, or shall terminate its
participation in the Plan pursuant to Section 15.3, such
corporation shall thereupon cease to be an Employer.

(16) ERISA. The Employee Retirement Income Security Act of 1974,
as amended.

(17) FAMILY MEMBER. An individual described in Section
414(q)(6)(B) of the Code.

(18) HIGHLY COMPENSATED EMPLOYEE. Effective January 1, 1997, a
Participant or former Participant who is a highly compensated
employee as defined in Code

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Section 414(q). Generally, any Participant or former
Participant is considered a Highly Compensated Employee if
such Participant or former Participant:

a) was a "five percent owner" (as defined in Code Section
416(i)) at any time during the Plan Year or the
preceding Plan Year, or

b) for the preceding Plan Year received compensation (as
defined in Code Section 414(q)) from the Employer in
excess of $80,000 (as adjusted for cost-of-living
increases pursuant to Section 414(q)(1) of the Code)
and, if an Employer elects, was in the top-paid group of
Employees for such preceding Plan Year.

(19) INVESTMENT MANAGER. The investment manager who may be
appointed pursuant to Section 6.6.

(20) MILITARY SERVICE. Effective December 12, 1994, the
performance of duty on a voluntary or involuntary basis in a
uniformed service, within the meaning of the Uniformed
Services Employment and Reemployment Rights Act of 1994, for a
period not longer than five years.

(21) NON-HIGHLY COMPENSATED EMPLOYEE. An Employee of an Employer
who is not a Highly Compensated Employee.

(22) PARTICIPANT. An Employee who has satisfied the requirements
set forth in Section 3.1, has elected to participate in the
Plan pursuant to Section 3.2, and whose participation has not
terminated pursuant to Section 3.3.

(23) PERIOD OF EMPLOYMENT. Each period of time during which an
Employee is employed by an Employer. An Employee's employment
shall not be terminated by reason of a leave of absence from
active employment granted by his Employer, pursuant to a
policy uniformly applied in all similar circumstances, because
of (a) Military Service, attendance at a school or training
program at the request of his Employer, government service in
a civilian capacity, jury duty, or layoff; or (b) because of
disability, provided that if he does not return to active
employment with an Employer before the later of (i) the time
specified in his leave, or if not specified therein, three
years from the inception thereof, (ii) cessation of his
disability, as the case may be, his employment shall be
considered terminated as of the earlier of twelve months after
the last day of the month in which such leave began and the
last day of the month in which such leave of absence
terminated.

Maternity or paternity leave shall be deemed to be a Period of
Employment where necessary to prevent a Break in Service,
either in the Plan Year such leave is begun or the following
Plan Year.

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

(24) PLAN. The plan herein set forth, as from time to time
amended.

(25) PLAN ACCOUNTS. The sum of a Participant's Salary Reduction
Account and Rollover Account.

(26) PLAN YEAR. The Plan Year shall mean the calendar year.

(27) SALARY REDUCTION CONTRIBUTIONS. The contributions made by an
Employer pursuant to Section 4.1(a) on behalf of an Active
Participant in lieu of current compensation.

(28) SERVICE. If ever required by the terms of this Plan or by
operation of law to determine eligibility, participation or
vesting, an Employee's Service shall be the total of his
Periods of Employment by an Employer. Any Break in Service of
less than twelve months duration shall be included in an
Employee's Service.

(29) TRUST. The trust created by agreement between the Company and
the Trustee, as from time to time amended.

(30) TRUSTEE. The trustee provided for in Section 6.1, or any
successor trustee or, if there shall be more than one trustee
acting at any time, all of such trustees collectively.

(31) TRUST FUND. All money and property of every kind held by the
Trustee under the Trust.

(32) UNION. Local #968 of the International Chemical Workers Union
at the New Wales facility of IMC-Agrico MP, Inc.

(33) VALUATION DATE. The last day of each calendar month.
Effective April 1, 1996, the Valuation Date shall be each
business day.

(34) VOICE RESPONSE SYSTEM. The Marshall & Ilsley Mi Retirement
Line automated voice response system.

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ARTICLE 3
PARTICIPATION

SECTION 3.1. ELIGIBILITY REQUIREMENTS.

(a) ACTIVE PARTICIPANTS. A person who:

(i) is an Employee of an Employer at the New Wales facility;

(ii) is paid on an hourly basis;

(iii) falls within the jurisdiction of the Union;

(iv) has an effective application under Section 3.2 on file with
the Committee; shall be eligible to be a Participant in the
Plan and shall commence active participation on the date
specified in subsection (b).

(b) COMMENCEMENT DATE FOR ACTIVE PARTICIPATION. A person who
has satisfied the conditions of subsection (a) above shall become an Active
Participant as soon as practicable following the date such conditions are
first satisfied.

SECTION 3.2. APPLICATIONS. An eligible Employee under
Section 3.1(a) may become an Active Participant by applying through the Voice
Response System, in the manner prescribed by the Committee. Such application
must be made prior to the date upon which participation is to commence or, if
participation is to commence on an effective date, such application must be
made prior to a date to be prescribed by the Committee and communicated to
all eligible Employees. Such application shall authorize the Employee's
Employer to reduce his current Compensation in the amount elected by the
Employee pursuant to Article 4 and to contribute the amount of such reduction
to the Trust Fund and/or authorize the Employee's Employer to deduct weekly
contributions from the Employee's Compensation in the amount specified by the
Employee pursuant to Article 4. This application shall evidence the
Employee's acceptance of and agreement to all of the provisions of the Plan.

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SECTION 3.3. TERMINATION OF PARTICIPATION. A Participant
shall continue as such until his termination of employment for whatever
reason; PROVIDED, HOWEVER, if a Participant shall be transferred from one
Employer to another Employer or from an Employer to an Affiliate, such
transfer shall not terminate the Participant's participation in the Plan and
such Participant shall continue to participate in the Plan until an event
shall occur which would have terminated his participation had he continued in
the service of an Employer until the occurrence of such event, but during any
period during which he is not employed by an Employer he shall not be an
Active Participant and shall not be entitled to make contributions to the
Plan pursuant to Section 4.1.

SECTION 3.4. SAFE-HARBOR FOR LEASED EMPLOYEES.
Notwithstanding any other provisions of the Plan, for purposes of the pension
requirements of Section 414(n)(3) of the Code, the Employees of the Employer
shall include leased employees within the meaning of Section 414(n)(2) of the
Code, but no such leased employee shall become a participant in, or be
entitled to contributions under, the Plan.

ARTICLE 4

SALARY REDUCTION CONTRIBUTIONS

SECTION 4.1. CONTRIBUTIONS ALLOWED. A Participant shall
elect to participate in the Plan by electing to have his Employer contribute
to the Trust Fund on his behalf in an amount the Employee has authorized,
through the Voice Response System, to forego in current Compensation. These
contributions shall be known as Salary Reduction Contributions.

(a) SALARY REDUCTION CONTRIBUTIONS. An Employer shall
contribute to the Trust Fund on behalf of each Active Participant employed by
the Employer, an amount equal to the amount

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the Active Participant has authorized by the Voice Response System to forego
in current Compensation. A Participant may elect an amount which shall be in
whole dollar increments ranging from $5.00 to $100.00 per week . Such
contributions will be made weekly at the close of each pay period.
Notwithstanding the foregoing, no contributions may be made under this
paragraph, unless such contribution complies with the provisions of Article 5
of this Plan.

An agreement to reduce current Compensation under this paragraph
shall be subject to rules and regulations governing such agreements as
promulgated by the Internal Revenue Service.

Notwithstanding anything in this Section to the contrary, no
Salary Reduction Contribution Percentage elected by a Participant may result
in a dollar amount of Salary Reduction Contributions in any calendar year
which exceeds $9500 (or such amount as in effect for such year under Section
402(g) of the Code). In the event a Participant's Salary Reduction
Contributions under this Subsection in any calendar year exceed $9500, or
such Salary Reduction Contributions in any calendar year, when combined with
any other cash or deferred arrangement contributions in such calendar year,
exceed $9500 (or such other amount as in effect for such year under Section
402(g) of the Code), such excess, if it occurs under this Subsection 4.1(a)
shall be distributed to the Participant along with any accrued interest or
earnings thereon no later than April 15 of the calendar year succeeding the
year in which such excess was contributed. If such excess occurs as a result
of contributions made under this Subsection 4.1(a) when combined with any
other cash or deferred arrangement contributions made by the Participant,
then the excess will be distributed pursuant to Section 4.9 below.

(b) MILITARY SERVICE. Notwithstanding any provision of this Plan
to the contrary, effective December 12, 1994, Salary Reduction Contributions
will be permitted for periods of Military Service upon a Participant's
reemployment by an Employer after such Military Service, as required

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by the Uniformed Services Employment and Reemployment Rights Act of 1994 and
in accordance in with Section 414(u) of the Code.

SECTION 4.2. CHANGES IN AMOUNT OF CONTRIBUTIONS. The amount
of an Active Participant's Salary Reduction Contributions shall continue in
effect until the Active Participant changes the amount of such contributions.
An Active Participant may change the amount of his Salary Reduction
Contributions within the limitations prescribed in Section 4.1 using the
Voice Response System.

SECTION 4.3. AUTOMATIC SUSPENSION OF CONTRIBUTIONS. An
Active Participant's Salary Reduction Contributions shall be suspended
automatically for the period and under the circumstances specified in Section
8.1 and for any period during which the Active Participant is absent without
Compensation or is no longer an Active Participant.

SECTION 4.4. VOLUNTARY SUSPENSION OF CONTRIBUTIONS. Any
Active Participant may, by giving written notice, in the form prescribed by
the Committee, to his Employer, suspend his Salary Reduction Contributions
effective as soon as practicable following the date such notice has been
given. Such a voluntarily suspended Participant may, by notifying the Voice
Response System, regain active status in the Plan at any time following the
suspension of contributions for at least six months.

SECTION 4.5. ROLLOVER CONTRIBUTIONS.

(a) With the consent of the Administrator, amounts may be
transferred from other qualified plans, provided that the trust from which
such funds are transferred permits the transfer to be made and, in the
opinion of legal counsel for the Employers, the transfer will not jeopardize
the tax exempt status of the Plan or Trust or create adverse tax consequences
for the Employers. The

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amounts transferred shall be set up in a separate account herein referred to
as "Rollover Account." Such account shall be fully vested at all times and
shall not be subject to forfeiture for any reason.

(b) Amounts in a Participant's Rollover Account may not be
withdrawn by, or distributed to the Participant, in whole or in part, except
as provided in Paragraph (c) of this Section 4.5. The amount shall be
credited in participating units in accordance with the Participant's
investment direction to the appropriate sub-accounts of such Rollover
Account. If a rollover contribution is made by an eligible Employee prior to
his becoming a Participant, such Employee shall, until such time as he
becomes a Participant, be deemed to be a Participant for all purposes of the
Plan except for purposes of making contributions to the Plan pursuant to
Section 4.1.

(c) Distributions may be made only in accordance with Article 8
of the Plan and such distributions shall be valued in accordance with
Sections 7.3 through 7.5 as applicable.

(d) For purposes of this Section 4.5 the term "amounts transferred
from other qualified plans" shall mean: (i) amounts transferred to this Plan
directly from another qualified plan; (ii) distributions received by an Employee
which are eligible for tax-free rollover to a qualified plan and which are
transferred by the Employee to this Plan within sixty (60) days following his
receipt thereof; (iii) amounts transferred to this Plan from a conduit
individual retirement account provided that the conduit individual retirement
account has no assets other than assets which (1) were previously distributed to
the Employee by another qualified plan, (2) were eligible for tax-free rollover
to a qualified plan, (3) were deposited in such conduit individual retirement
account within sixty (60) days of receipt thereof, and (4) amounts distributed
to the Employee from a conduit individual retirement account meeting the
requirements of clause (iii) above, and transferred by the Employee to this Plan
within sixty (60) days of his receipt thereof from such conduit individual
retirement account. Prior to accepting any transfers to which this Section
applies, the Administrator may require

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the Employee to establish that the amounts to be transferred to this Plan
meet the requirements of this Section and may also require the Employee to
provide an opinion of counsel satisfactory to the Employers that the amounts
to be transferred meet the requirements of this Section.

(e) For purposes of this Section, the term "qualified plan"
shall mean any tax qualified plan under Code Section 401(a).

(f) Notwithstanding anything herein to the contrary, this Plan
shall not accept any direct transfers from a defined benefit plan, money
purchase plan (including a target benefit plan), stock bonus or profit
sharing plan, which transfer would result in the Plan's being required to
provide for a life annuity form of payment.

SECTION 4.6. ACTUAL DEFERRAL PERCENTAGE.

(a) Effective July 1, 1997, the Average Actual Deferral
Percentage for the current Plan Year for Eligible Participants who are Highly
Compensated Employees for such Plan Year shall not exceed the Average Actual
Deferral Percentage for the immediately preceding Plan Year for Eligible
Participants who are Non-Highly Compensated Employees for such immediately
preceding Plan Year multiplied by 1.25; or

(b) Effective July 1, 1997, the Average Actual Deferral
Percentage for the current Plan Year for Eligible Participants who are Highly
Compensated Employees for such Plan Year shall not exceed the Average Actual
Deferral Percentage for the immediately preceding Plan Year for Eligible
Participants who are Non-Highly Compensated Employees for such immediately
preceding Plan Year multiplied by 2, provided that the Average Actual
Deferral Percentage for the current Plan Year for Eligible Participants who
are Highly Compensated Employees for such Plan Year does not exceed the
Average Actual Deferral Percentage for the immediately preceding Plan Year
for Eligible Participants who are Non-Highly Compensated Employees for such
immediately preceding Plan Year

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<PAGE>

by more than two (2) percentage points, or such lesser amount as the
Secretary of the Treasury shall prescribe to prevent the multiple use of this
alternative limitation with respect to any Highly Compensated Employee.

SECTION 4.7. DEFINITIONS. For purposes of Section 4.10 and
succeeding Sections in Article 4, the following definitions shall be used.

(a) "ACTUAL DEFERRAL PERCENTAGE" shall mean the ratio
(expressed as a percentage), of Salary Reduction Contributions on behalf of
the Eligible Participant for the Plan Year to the Eligible Participant's
Compensation for the Plan Year while an Eligible Participant.

(b) "AVERAGE ACTUAL DEFERRAL PERCENTAGE" shall mean the average
(expressed as a percentage) of the Actual Deferral Percentages of the
Eligible Participants in a group.

(c) "ELIGIBLE PARTICIPANT" shall mean any Employee of the
Employer who is otherwise authorized under the terms of the Plan to have
Salary Reduction Contributions allocated to his account for the Plan Year.

SECTION 4.8. SPECIAL RULES.

(a) For purposes of Section 4.10 and succeeding subsections in
Article 4, the Actual Deferral Percentage for any Eligible Participant who is
a Highly Compensated Employee for the Plan Year and who is eligible to have
Salary Reduction Contributions allocated to his account under two or more
plans or arrangements described in Section 401(k) of the Code that are
maintained by the Employer or an Affiliate shall be determined as if all such
Salary Reduction Contributions were made under a single arrangement.

(b) For Plan Years beginning prior to January 1, 1997, for
purposes of determining the Actual Deferral Percentage of a Participant who
is a Highly Compensated Employee, the Salary Reduction Contributions and
Compensation of such Participant shall include the Salary Reduction

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<PAGE>

Contributions and Compensation of Family Members to the extent required by
Section 401(k) of the Code and the regulations thereunder.

(c) The determination and treatment of the Salary Reduction
Contributions and Actual Deferral Percentage of any Participant shall satisfy
such other requirements as may be prescribed by the Secretary of the Treasury.

SECTION 4.9. DISTRIBUTION OF EXCESS DEFERRALS.

(a) Notwithstanding any other provision of the Plan, Excess
Deferral Amounts and income allocable thereto shall be distributed no later
than April 15 of each year to Participants who claim such allocable Excess
Deferral Amounts for the preceding calendar year.

(b) For purposes of this Section, "Excess Deferral Amount"
shall mean the amount of Salary Reduction Contributions for a calendar year
that the Participant allocates to this Plan pursuant to the claim procedure
set forth in (c) below.

(c) The Participant's claim shall be in writing, shall be
submitted to the Plan Administrator no later than March 1; shall specify the
Participant's Excess Deferral Amount for the preceding calendar year; and
shall be accompanied by the Participant's written statement that if such
amounts are not distributed, such Excess Deferral Amount, when added to
amounts deferred under other plans or arrangements described in Sections
401(k), 408(k) or 403(b) of the Code, exceeds the limit imposed on the
Participant by Section 402(g) of the Code for the year in which the deferral
occurred.

(d) MAXIMUM DISTRIBUTION AMOUNT. The Excess Deferral Amount
distributed to a Participant with respect to a calendar year shall be
adjusted for income and, if there is a loss allocable to the Excess Deferral,
shall in no event be less than the lesser of the Participant's account under
the Plan or the Participant's Salary Reduction Contributions for the Plan
Year.

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<PAGE>

SECTION 4.10. DISTRIBUTION OF EXCESS CONTRIBUTIONS.

(a) Notwithstanding any other provision of the Plan, Excess
Contributions and income allocable thereto shall be distributed no later than
the last day of each Plan Year to Participants on whose behalf such Excess
Contributions were made for the preceding Plan Year.

(b) EXCESS CONTRIBUTIONS. For purposes of this amendment,
"Excess Contributions" shall mean the amount described in Section
401(k)(8)(B) of the Code.

(c) DETERMINATION OF INCOME. The income allocable to Excess
Contributions shall be determined by multiplying income allocable to the
Participant's Salary Reduction Contributions for the Plan Year by a fraction,
the numerator of which is the Excess Contribution on behalf of the
Participant for the preceding Plan Year and the denominator of which is the
sum of the Participant's account balances attributable to Salary Reduction
Contributions on the last day of the preceding Plan Year.

(d) MAXIMUM DISTRIBUTION AMOUNT. The Excess Contributions
which would otherwise be distributed to the Participant shall be adjusted for
income; shall be reduced, in accordance with regulations, by the amount of
Excess Deferrals distributed to the Participant; and shall, if there is a
loss allocable to the Excess Contributions, in no event be less than the
lesser of the Participant's account under the Plan or the Participant's
Salary Reduction Contributions for the Plan Year.

(e) ACCOUNTING FOR EXCESS CONTRIBUTIONS. Amounts distributed
under this Section 4.10 shall first be treated as distributions from the
Participant's Salary Reduction Account.

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ARTICLE 5
EMPLOYER CONTRIBUTIONS

SECTION 5.1. AMOUNT OF CONTRIBUTIONS.

(a) Subject to the limitations set forth in Section 5.2, each
Employer shall contribute for and on account of each weekly period of each
calendar year of such Employer the amount by which such Active Participant
elected pursuant to Section 4.1(a). Notwithstanding the foregoing,
contributions by an Employer shall be delivered to the Trustee no later than
10 days after each weekly pay period.

(b) This Plan is designed to qualify as a profit-sharing plan
for purposes of Sections 401(a), 402, 404 and 412 of the Code.

SECTION 5.2. STATUTORY LIMITATIONS ON CONTRIBUTIONS.

(a) DEFINITION OF ANNUAL ADDITIONS. For purposes of the Plan,
"Annual Addition" shall mean the amount allocated to a Participant's Plan
Accounts during the Limitation Year which constitutes:

(i) Employer contributions,

(ii) Salary Reduction Contributions,

(iii) Employee contributions,

(iv) Forfeitures, and

(v) Amounts described in Sections 415(l)(1) and 419A(d)(2) of the
Code.

(b) MAXIMUM ANNUAL ADDITION. The maximum Annual Addition that
may be contributed or allocated to a Participant's Plan Accounts under the
Plan for any Limitation Year shall not exceed the lesser of:

(i) the Defined Contribution Dollar Limitation, or

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(ii) 25 percent of the Participant's Compensation, within the
meaning of Section 415(c)(3) of the Code for the Limitation
Year,

and the sum of (1) and (2) below shall not exceed 1.

(1) The aggregate Annual Additions as of the close of such
Plan Year to the Participant's Plan Accounts and in all
other defined contribution plans maintained by his
Employer and its Affiliates divided by the lesser of:

a) 125% of the aggregate maximum dollar amount which
under Section 415(c)(1)(A) of the Code (as
adjusted for increases in the cost of living in
accordance with Treasury Regulations) could have
been contributed on behalf of the Participant to a
defined contribution plan for all of the
Participant's years of Service, and

b) 35% of the aggregate of the Participant's
Compensation for all of the Participant's years of
Service.

(2) The aggregate projected annual benefit of the
Participant under all defined benefit plans maintained
by his Employer and its Affiliates (determined as of the
close of such Limitation Year) divided by the lesser of:

a) 125% of the maximum dollar limitation contained in
Section 415(b)(1)(A) of the Code for such
Limitation Year (as adjusted for increases in the
cost of living in accordance with Treasury
Regulations), and

b) 140% of the average of the Participant's
Compensation for the three consecutive calendar
years of his participation in such defined benefit
plans during which his Compensation was the
highest.

(i) Any contribution for medical benefits (within the meaning
of Section 419A(f)(2) of the Code) after separation from
Service which is otherwise treated as an Annual Addition, or

(ii) Any amount otherwise treated as an Annual Addition under
Section 415(l)(1) of the Code.

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<PAGE>

(d) DEFINITIONS. For purposes of this Section 5.2, "Defined
Contribution Dollar Limitation" shall mean $30,000 (as adjusted for
cost-of-living increases pursuant to Section 415(d) of the Code).

The term "his Employer and its Affiliates" shall include all
corporations and unincorporated businesses which are members of the same
controlled group of corporations under Section 414(b) of the Code or under
common control under Section 414(c) of the Code, as the case may be, with the
Participant's Employer and for this purpose more than 50% control as
referenced in Section 415(h) of the Code shall apply. The terms "defined
contribution plan" and "defined benefit plan" shall have the meanings set
forth in Section 415 of the Code. Salary Reduction Contributions shall be
treated as Employer contributions.

(e) If the limitations set forth in the first clause of Section
5.2(b) above would be exceeded by an Employer's contributions on behalf of a
Participant, first Employee contributions (should Employee contributions ever
be permitted under the Plan) and next Salary Reduction Contributions which
are included in the Annual Additions described in 5.2(a) above, together with
any earnings thereon, will be distributed to the Participant to the extent of
such excess. If, after application of the foregoing rule, as a result of the
allocation of forfeitures, a reasonable error in estimating a Participant's
annual Compensation, or under other facts and circumstances, the Annual
Additions to a Participant's Plan Accounts in fact exceed either of the
limitations described in 5.2(b) for a Limitation Year, the excess amount
shall be withdrawn from the Participant's Plan Accounts and deposited in a
suspense account for such Limitation Year. Such suspense account shall
remain invested in the Fixed Income Fund and shall be allocated during
succeeding Plan Years among the Participants' Plan Accounts until the amount
in such suspense account is exhausted. If, during a Limitation Year, more
than one suspense account created pursuant to this Section shall exist,

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allocation of the amounts contained in such accounts shall be allocated in
the order of the Limitation Years to which such accounts relate. Such excess
amount or amounts shall be used to reduce Employer contributions under
Article 5 for the next Limitation Year (and succeeding Limitation Years, if
necessary) for all of the remaining Participants in the Plan. If the
limitation in the second clause of Section 5.2(b) is exceeded, the benefit
under the defined benefit plans shall be reduced until the requirements of
the second clause are satisfied.

SECTION 5.3. LIMITATION YEAR. For purposes of Section 5.2,
"Limitation Year" shall mean the Plan Year.

ARTICLE 6
TRUST AND INVESTMENT PROVISIONS

SECTION 6.1. TRUSTEE. A Trust shall be created by the
execution of a Trust agreement between the Company and the Trustee. All
contributions under the Plan shall be paid to the Trustee, and the Trustee
shall have responsibility for the custody and investment thereof in
accordance with the provisions of the Trust agreement. The Trustee shall
make distributions from the Trust Fund at such time or times, to such person
or persons and in such amounts as the Committee shall direct in writing.

The Company shall have the sole right to determine the form and
terms of the Trust agreement, to amend such agreement at any time and from
time to time, and to remove any Trustee or Trustees and select their
successors.

Trust assets shall be valued at least annually at the close of
each Plan Year.

SECTION 6.2. INVESTMENT OF CONTRIBUTIONS. Each Participant
shall, by means of the Voice Response System, direct that his Salary
Reduction Contributions be invested by the Trustee

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either entirely in one of the following funds or in increments of no less
than 1% to any combination of the following funds.

(a) An Equity Fund which at the discretion of the Committee
shall be invested in mutual fund or similar investment vehicle which consists
substantially of equity securities of U.S. corporations.

(b) A Fixed Income Fund under which the funds shall be
entrusted to one or more insurance companies or banks, and/or to a portfolio
of guaranteed insurance contracts or other capital preservation investments
of different maturities and interest rates in which a group of retirement or
savings plans may participate, to be chosen at the sole discretion of the
Committee, which companies and/or banks, as applicable, pursuant to a
contract or contracts or other arrangement to be approved by the Committee,
will invest the funds according to its sole discretion at fixed or floating
rate of interest on the invested funds.

(c) A Balanced Fund which shall be invested at the discretion
of the Committee, in a mutual fund and other investment vehicle providing an
investment mix.

SECTION 6.3. LIMITATIONS ON INVESTMENT DIRECTIONS. No
contributions may be directed under Section 6.2 where the instructions (a)
would violate the provisions of the Plan, (b) would cause a Plan fiduciary to
maintain the indicia of ownership of any Plan assets outside the jurisdiction
of the United States District Courts, (c) would jeopardize the Plan's tax
qualified status, (d) could bring about a loss in excess of a Participant's
account balance, or (e) would result in a direct or indirect acquisition,
sale or lease of property between a Participant and the Company or an
Affiliate, or a direct or indirect loan to the Company or an Affiliate.

SECTION 6.4. CHANGE IN INVESTMENT DIRECTION. Once given, an
investment direction may not be withdrawn or rescinded except as provided in
this Section, and any such investment

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direction shall continue in effect until changed pursuant to this Section.
Effective April 12, 1996, in accordance with rules and procedures established
by the Committee, a Participant may elect effective on any Valuation Date to
change his investment direction and/or transfer his existing account balances
in any fund or funds to any other fund or in increments of no less than 1% of
such account balances and/or contributions of funds.

Any change in investment direction shall be made through the
Voice Response System in the manner prescribed by the Administrator.

SECTION 6.5. INVESTMENT INCOME. The income of each fund
shall be added to such fund and the fund shall be invested and reinvested
without distinction between principal and income.

SECTION 6.6. EXPENSES OF FUNDS. All charges and expenses
incurred in connection with the purchase and sale of investments for a fund
shall be charged to such fund.

SECTION 6.7. INVESTMENT MANAGER. The Company may appoint an
individual, or individuals, firm or corporation, which shall be known as the
Investment Manager or Investment Managers, and which may be responsible,
within the limitations set forth in the trust agreement, for selecting the
investments to be made for one or more of the Equity Fund, the Fixed Income
Fund and the Balanced Fund. The Investment Manager for a fund may either
direct the Trustee to make sales or investments or make sales and investments
with respect to such funds and direct the Trustee to take all necessary
action to complete such sales and investments.

Upon appointment or as soon as practicable after appointment, the
Company and each Investment Manager it has appointed shall enter into a
written agreement, which agreement shall include the following terms and
conditions:

(a) The Company shall have the right, at any time, with or without
cause, to remove the Investment Manager. The Investment Manager may resign and
such resignation shall be

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effective upon delivery of a written resignation to the Company. Upon the
resignation, removal or failure or inability for any reason of the Investment
Manager to act hereunder, the Company may appoint a successor. All successor
Investment Managers shall have all of the rights and privileges and all of
the duties of their predecessors, but shall not be held accountable for the
acts of their predecessors.

(b) The Investment Manager shall acknowledge that it is a
fiduciary with respect to the Plan and the assets of the Plan subject to its
control and shall discharge its duties (i) solely in the interest of
Participants and Beneficiaries, (ii) for the exclusive purpose of providing
benefits to Participants and their Beneficiaries and of defraying reasonable
expenses of administering the Plan, and (iii) with the care, skill, prudence,
and diligence under the circumstances then prevailing that a prudent man
acting in a like capacity and familiar with such matters would use in the
conduct of an enterprise of a like character and with like aims.

(c) The Investment Manager shall maintain accurate and detailed
records of all investment directions given to the Trustee, and of sales and
investments made by the Investment Manager with regard to the funds, which
shall be available at all reasonable times for inspection by any person
designated by the Committee or the Company. The Investment Manager, at the
direction of the Committee or the Company, shall submit to the Committee, to
the Company, to the Company's auditors and to others designated by the
Committee, such reports or other information as they may reasonably require.

In the event that an Investment Manager has not been appointed
for any one or more of the Equity Fund, the Fixed Income Fund or the Balanced
Fund, the Committee shall direct the Trustee with respect to investments for
any such fund until an Investment Manager has been appointed for such fund.

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SECTION 6.8. ERISA SECTION 404(c) PLAN. The Plan is intended
to meet the requirements of Section 404(c) of ERISA and the provisions of the
Plan shall be construed and interpreted to meet such requirements. The
fiduciaries of the Plan may be relieved of liability for any losses which are
the direct and necessary result of investment instructions given by a
Participant or Beneficiary.

ARTICLE 7
PARTICIPANTS' PLAN ACCOUNTS

SECTION 7.1. PLAN ACCOUNTS AND VESTING. Effective January
1, 1993, Participants' Plan Accounts were measured in dollars. Effective
April 1, 1996, Participants' Plan Accounts are measured in units of
participation ("Units").

(a) PLAN ACCOUNTS. The Committee shall establish and maintain,
or shall cause to be established and maintained by such agent or agents as it
shall select for this purpose, for each Participant the following accounts:

(i) SALARY REDUCTION ACCOUNT. This account shall reflect the
value (in units) of amounts contributed under Section
4.1(a), investment earnings, gains, expenses and losses
(realized and unrealized), and the amount of any
withdrawals and distributions from the account.

(ii) ROLLOVER ACCOUNT. This account shall reflect the value (in
units) of amounts contributed under Section 4.5, investment
earnings, gains, expenses and losses (realized and
unrealized), and the amount of any withdrawals or
distributions from the account.

Each of the foregoing accounts shall be composed of an Equity
Fund Sub-Account, a Fixed Income Fund Sub-Account and a Balanced Fund
Sub-Account. Such Accounts and Sub-Accounts shall be solely for accounting
purposes, and there shall be no segregation of assets of the funds among
separate accounts. The books of account, form and accounting methods used in
the

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administration of Participants' accounts shall be the sole responsibility of,
and shall be subject to the supervision and control of, the Committee.

(b) VESTING. Participants shall have a full and immediate
nonforfeitable interest in the value of their Plan Accounts.

SECTION 7.2. UNITS.

(a) The interest of Participants in the funds shall be measured
by units in the particular fund, with gain or loss determined on a daily
basis as of each Valuation Date as provided in the succeeding subsections.
Each unit shall have an equal beneficial interest in the fund, and none shall
have priority or preference over any other.

(b) One unit is allocated to the Salary Reduction Account
maintained for each Participant for each unit paid to the Trust on behalf of
such Participant by an Employer prior to the first Valuation Date, and one
unit is allocated to the Rollover Account maintained for each Participant for
each unit paid to the Trust pursuant to Article 4 prior to such date. Units
so allocated to accounts are allocated to the appropriate sub-accounts
comprising such accounts in accordance with the Participants' directions made
pursuant to Section 6.2. As soon as practicable after the first Valuation
Date, the Trustee determined the value of each fund as of such Valuation Date
in the manner prescribed in Section 7.4, and the gain or loss so determined
is divided by the total number of units allocated to the accounts and
sub-accounts of such fund maintained for Participants in accordance with the
preceding sentence. The resulting quotient is the value of a unit in such
fund as of such Valuation Date and constitutes the initial gain or loss of a
unit in such fund. Fractional units shall be calculated to six decimal
places. Employer contributions due but not received by the Trustee on a
Valuation Date shall not be taken into account for purposes of determining
the gain or loss of units under this subsection.

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(c) If a Participant's interest in a fund or any part thereof
is distributed, withdrawn or transferred to an interest account pursuant to
Article 8 of the Plan, the number of units representing such interest or
portion thereof as of the applicable Valuation Date shall be cancelled for
purposes of any subsequent determination of the gain or loss of units in such
fund.

SECTION 7.3. VALUATION OF FUNDS. The funds are valued on a
unit method applied on a daily basis. The value of a fund as of any
Valuation Date shall be the fair market value of all assets (including any
uninvested cash) held by the fund as determined by the Trustee on the basis
of such evidence and information as it may deem pertinent and reliable,
reduced by the amount of any accrued liabilities of the fund on such
Valuation Date. The Trustee's determination of fair market value shall be
binding and conclusive upon all parties. Salary Reduction Contributions
pursuant to Section 4.1(a) which have been withheld from Active Participants'
Compensation which have not been received by the Trustee on a Valuation Date
and which, when received, would be part of the assets of the fund, shall not
be taken into account in valuing the fund.

SECTION 7.4. VALUATION OF FUND SUB-ACCOUNTS AS OF A
VALUATION DATE. The value of a Participant's fund sub-accounts as of any
Valuation Date shall be the units allocated or allocable to each such
sub-account as of such Valuation Date.

SECTION 7.5. VALUE OF PLAN ACCOUNTS. The value of a
Participant's Plan Accounts as of any Valuation Date shall be the sum of the
values of the sub-accounts comprising the Participant's accounts as described
in Section 7.1(a).

SECTION 7.6. COMMITTEE TO FURNISH ANNUAL STATEMENTS OF VALUE
OF PLAN ACCOUNTS. The Committee shall, not less frequently than quarterly,
deliver to each Participant a statement setting forth the account balances of
such Participant.

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SECTION 7.7. TRANSFERS FROM OTHER SAVINGS AND PROFIT SHARING
PLANS.

(a) TRANSFER FROM THE OTHER PLAN TO THIS PLAN: ACCOUNT CREDITS.
Whenever a participant in any other savings or profit sharing plan for hourly
or salaried employees of the Company (the "Other Plan") ceases pursuant to
the terms of the Other Plan to be an eligible employees, and he is not
entitled, under the terms of the Other Plan, to receive a distribution
thereunder, but he thereafter becomes eligible to, and elects to become, a
Participant in this Plan, then the Participant's interests in such Other Plan
shall be transferred to the Trustee of this Plan to be held, invested,
reinvested and distributed pursuant to the terms of the Plan and the Trust,
and, as of the date of the transfer of any such Participant's interest in the
Other Plan,

(i) there shall be credited to the Employee Account of such
Participant that portion of his interest in the Other Plan
which is transferred to the Trustee and which represents the
Participant's contribution to the Other Plan,

(ii) there shall be credited to the Employer Account of such
Participant that portion of his interest in the Other Plan
which is transferred to the Trustee and which represents the
Employer's contributions to the Other Plan, if any, made on
his behalf, and

(iii) there shall be credited to the Salary Reduction Account of
such Participant that portion of his interest in the Other
Plan which is transferred to the Trustee and which represents
salary reduction contributions, if any, to the Other Plan.

Any amounts credited to a Participant's Employee Account,
Employer Account, Salary Reduction Account or Rollover Account shall be
applied by crediting units to such account, the units credited to the account
to be credited in accordance with the investment direction made by the
Participant upon his election to participate in this Plan to the appropriate
sub-accounts of such account.

(b) TRANSFER OF LOAN ACCOUNT BALANCES. Any outstanding balance(s)
owed by a Participant for loan(s) granted to the Participant under the Other
Plan shall be transferred

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concurrently with the crediting of his interest to the Plan as described at
Section 7.7(a). All accounting of the loan(s) as assets of the Other Plan
account, applicable amortization, interest on the balance outstanding,
repayment credits and promissory note shall concurrently be transferred to
the Plan Accounts established for the Participant, to preclude any default
under or distribution by the Other Plan. The promissory note evidencing any
such loan, and all other documents evidencing any loan under the Other Plan,
shall be concurrently transferred to the Participant's Plan Accounts. In the
event a Participant's transfer of employment from another participating
Employer changes such Participant's current payroll status, any outstanding
loan balance will be reamoritized in accordance with the terms of the Plan.

(c) DISTRIBUTION UNDER THE PLAN. Notwithstanding any provision
of the Other Plan to the contrary, upon a Participant's termination of
employment, while a Participant under this Plan, his total interest in the
Plan, including any amount transferred from the Other Plan, shall be
distributed pursuant to the provisions of Article 8 of this Plan, unless
distribution pursuant to the corresponding provisions of the Other Plan as
necessary to preserve the Participant's protected benefits under Section
411(d)(6) of the Code.

(d) TRANSFER FROM THIS PLAN TO THE OTHER PLAN: ACCOUNT CREDITS.
Whenever a Participant in the Plan ceases pursuant to its terms to be an
eligible Employee, and he is not entitled, under the terms of the Plan, to
receive a distribution hereunder, but he thereafter becomes eligible to and
elects to become a participant in an Other Plan, then his interest hereunder
shall be transferred to the Trustee of the Other Plan to be held, invested,
reinvested and distributed pursuant to the terms of the Other Plan and its
trust, and as of the date of the transfer of any such Participant's interest in
this Plan, there shall be subtracted from the Salary Reduction Account of the
Participant that portion

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of his interest in this Plan which is transferred to the Other Plan trustee
and which represents Salary Reduction Contributions, if any, to this Plan.

ARTICLE 8
WITHDRAWALS, DISTRIBUTION AND LOANS

SECTION 8.1. HARDSHIP WITHDRAWAL FROM SALARY REDUCTION
ACCOUNTS. A Participant may request in writing that a hardship withdrawal be
made from his Salary Reduction Account. The value of his Salary Reduction
Account shall be determined pursuant to Sections 7.4 and 7.5, as applicable.

No hardship withdrawal under this Section 8.1 shall exceed the
sum of a Participant's Salary Reduction Contributions made after December 31,
1988 and the amount of his Salary Reduction Contributions and income
allocable thereto as of December 31, 1988.

Approval of any application for hardship withdrawal from a
Participant's Salary Reduction Account shall only be given by the Committee
where the Participant has shown that withdrawal is requested for one of the
following reasons:

(a) Medical expenses of the Participant, the Participant's
spouse, or dependents, or to obtain medical treatment of the Participant,
Participant's spouse or dependents,

(b) Expenses for the purchase (excluding mortgage payments) of
the principal residence of the Participant,

(c) Tuition and room and board expenses for the next twelve
month period of post-secondary education of the Participant, the
Participant's spouse, children or dependents; and

(d) Expenses to prevent the eviction from, or foreclosure on
the mortgage on, the principal residence of the Participant.

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<PAGE>

In addition the Participant must further show that the amount
requested for hardship withdrawal is not in excess of the amount needed to
satisfy expenses described in (a) through (d) above of this Section 8.1.

Hardship withdrawals under this Section 8.1(a) through (d) may
include amounts necessary to pay any federal, state or local income taxes or
penalties reasonably anticipated to result from the distribution.

To be eligible for hardship withdrawal the Participant must have
first obtained all distributions, other withdrawals and loans available to
him under this Plan and any other qualified plan maintained by the Employers.

A Participant who receives a hardship withdrawal under this
Section 8.1 will be suspended from Plan participation for twelve months from
the date on which he receives his hardship withdrawal.

Salary Reduction Contributions made by such Participant in the
calendar year following the year of hardship distribution will be limited to
the annual dollar limitation in effect for that year, as denoted in Section
4.1(a), minus the Participant's Salary Reduction Contributions for the
taxable year in which he received his hardship withdrawal.

SECTION 8.2. OTHER WITHDRAWALS FROM SALARY REDUCTION
ACCOUNT. Withdrawals from the Salary Reduction Account are also permitted
under the following circumstances and such withdrawals will not subject the
Participants to any penalty under the Plan:

(a) DISABILITY WITHDRAWAL. A Participant may make a cash
withdrawal from his Salary Reduction Account at any time if the withdrawal is on
account of a disability. The Committee shall not approve any such application
for disability withdrawal unless it is satisfied that the Participant is
disabled. For the purposes of this subsection, a Participant shall be
considered disabled

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if (i) he is disabled within the meaning of the Company's Group Benefits
Program for U.S. Salaried and Non-Union Hourly Employees of IMC Agrico MP,
Inc., or (ii) he is unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment which can
be expected to result in death or to be of long-continued and indefinite
duration, or (iii) he is disabled within the meaning of uniform,
nondiscriminatory rules which the Committee may adopt. The Committee may
require that the Participant submit whatever evidence it deems necessary to
establish whether the Participant is disabled. The Committee may limit the
amount which a disabled Participant may withdraw from his accounts, if the
Committee deems such limitation is in the best interests of the Participant.
The value of the Participant's account as of the requested withdrawal date
shall be determined pursuant to Sections 7.4 or 7.5, as applicable.

(b) Withdrawals from the Salary Reduction Account will also be
permitted for a Participant who has attained the age of 59-1/2 years upon
application made by him to the Administrator.

SECTION 8.3. LOANS. Upon application of an Active
Participant, the Committee shall direct the Trustee to make a cash loan to a
Participant. The terms of a loan shall be determined at the sole discretion
of the Committee subject to the following conditions:

(a) The term of a loan shall not exceed five years except that
where the Participant has designated that the purpose of the loan is to
purchase a principal residence for the Participant, the term of the loan
shall not exceed ten years.

(b) A general purpose loan may not be used to purchase
securities.

(c) A loan shall bear interest at the prevailing rate in the
surrounding community for loans of similar risk, date of maturity and date of
grant.

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(d) The amount of a loan shall not exceed the lesser of 50% of
the value of the Participant's Plan Accounts or $50,000, and the loan shall
be secured by the value of the Participant's Plan Accounts. The Committee
may require the posting of other or additional security at any time during
the term of the loan. The amount of a loan secured by the Plan Accounts
shall be equal to a maximum of the lesser of 50% of the Plan Accounts or
$50,000, minus the highest outstanding loan balance within the past year.
For purposes of this paragraph, the value of the Participant's Plan Accounts
shall be determined as at the Valuation Date which next succeeds the date on
which the request for the loan is received.

(e) A loan shall be evidenced by a promissory note.

(f) Payments of principal and interest shall be made by
approximately equal payments on a basis that would permit the loan to be
fully amortized over its term. Prepayments of principal and interest of the
full remaining balance of the loan only, may be made without penalty. Loan
payments by active Employees shall be made by weekly (as applicable) payroll
deductions except for prepayments or where otherwise permitted by the
Committee. Loan payments by inactive Employees or former Employees shall be
made monthly to the Plan Administrator or his designee on the date and in the
manner prescribed by him.

(g) Loans shall be granted on a reasonably equivalent basis and
Highly Compensated Employees, officers or shareholders of an Employer shall
not be granted preferential loan terms.

(h) If an active Employee defaults in the making of any
payments on a loan when due and such default continues for 60 days
thereafter, or in the event of such active Employee's bankruptcy, impending
bankruptcy, insolvency or impending insolvency, the loan shall be deemed to
be in default, and the entire unpaid balance with accrued interest shall
become due and payable. If

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a former Employee defaults in the making of any payment on a loan when due
and such default continues for 30 days thereafter, or in the event of the
borrower's bankruptcy, impending bankruptcy, insolvency or impending
insolvency, the loan shall be deemed to be in default and the entire unpaid
balance with accrued interest shall become due and payable. The Committee or
its designee may pursue collection of the debt by any means generally
available to a creditor where a promissory note is in default, or, if the
entire amount due is not paid within 60 days following default or in the case
of a former Employee or Beneficiary, within 30 days following the default,
the Committee or its designee may execute upon the collateral and apply the
proceeds from the sale or disposition of such collateral in satisfaction of
the unpaid principal and accrued interest. Alternately, the Committee may
treat the entire unpaid balance of a loan deemed in default as a distribution
from the Plan. The Participant or Beneficiary shall remain personally liable
for any remaining deficiency.

(i) Appropriate disclosure shall be made pursuant to the Truth
in Lending Act to the extent applicable.

(j) Amounts of principal and interest received on a loan shall
be credited to the Participant's Plan Accounts and the loan shall be
considered an asset of the Plan Accounts.

(k) The Committee shall, from time to time, establish the terms
and conditions on which the loans will be made, including the frequency,
interest rate, maturity dates, loan application fees, if any, and the
selection and order of sub-accounts used in making such loans. In making its
determination with respect to eligibility for loans and interest rates
thereof, the Committee shall adopt uniform and non-discriminatory rules and
its determination shall be final and binding.

(l) Notwithstanding any other provision of this Section 8.3 to the
contrary, loans may be granted only to Participants who are "parties in
interest" as defined under Section 3(14) of

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<PAGE>

ERISA. Determination of who is a party in interest shall be made by the Plan
Administrator with the advice of counsel.

(m) In the event a Participant's transfer of employment from
another participating Employer changes such Participant's current payroll
status, any outstanding loan balance will be reamoritized in accordance with
the terms of the Plan.

SECTION 8.4. DISTRIBUTION UPON TERMINATION OF EMPLOYMENT.
Whenever a Participant terminates his employment with his Employer or its
Affiliate, then the Participant, or, in a proper case, his Beneficiary, shall
be entitled to a distribution of an amount equal to the value of the
Participant's Plan Accounts determined as of the Valuation Date on which the
distribution is processed.

SECTION 8.5. TIME AND MANNER OF DISTRIBUTIONS.

(a) Any distribution to which a Participant becomes entitled by
reason of a withdrawal under Sections 8.1, 8.2 or 8.3 or distribution under
Section 8.4, or which is to be made to an alternate payee pursuant to the
provisions of Article 13, shall be paid by the Trustee in a lump sum at the
instruction of the Administrator within 60 days following the close of the
calendar month in which the withdrawal or request for receipt is received.

(b) If full distribution of the amount to which a Distributee
becomes entitled cannot be made within 60 days following the date of
termination or request for receipt, if applicable, pursuant to Section 8.4
because the Participant cannot be located, the undistributed balance of such
amount shall remain invested in such fund or funds in which such amount had
been invested immediately prior to the date of termination or request for
receipt.

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SECTION 8.6. DESIGNATION OF BENEFICIARY.

(a) The Beneficiary of a Participant who is married shall be
his spouse. Should a Participant who is married desire to elect a
Beneficiary other than his spouse, he may do so only in the form prescribed
by the Administrator, which shall require the written consent of such spouse
to the Participant's election of another Beneficiary. To be effective, such
written consent must be notarized or witnessed by the Administrator or his
designee.

(b) If a Participant is not married or if the Participant
proves to the satisfaction of the Administrator that his spouse cannot be
located, then the Participant shall have the right to designate any
Beneficiary or Beneficiaries.

(c) The Beneficiary of a Participant shall receive any
distribution upon the death of the Participant or, in accordance with Section
8.5, in the case of a Participant who dies subsequent to termination of his
employment but prior to distribution of the entire amount to which he is
entitled under the Plan, to receive any undistributed balance to which such
Participant would have been entitled subject to the provisions of Section
8.8, if applicable.

A Participant described in Paragraph (b) of this Section 8.6 may
from time to time without the consent of the non-spouse Beneficiary change or
cancel any such designation. A Participant who has obtained spousal consent
in accordance with Paragraph (a) of this Section 8.6 may change or cancel a
subsequent Beneficiary designation only upon obtaining spousal consent, in
accordance with Paragraph (a) of this Section, to the new Beneficiary
designation. Such designation and each change therein shall be made in the
form prescribed by the Administrator and shall be filed with the
Administrator or his designee.

If no Beneficiary has been named by a deceased unmarried Participant
or the spouse of a deceased Participant cannot be located or the designated
Beneficiary or spouse, as applicable,

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has predeceased the Participant or the designated Beneficiary or spouse has
died prior to complete disbursement of the Participant's account balance, the
balance of the deceased Participant's accounts shall be distributed by the
Trustee at the direction of the Administrator, where applicable, (i) to the
surviving spouse of such deceased Participant, if any, or (ii) if there shall
be no surviving spouse, the surviving children of such deceased Participant,
if any, in equal shares, or (iii) if there shall be no surviving spouse or
children, to the executors or administrators of the estate of such deceased
Participant, or (iv) if no executor or administrator shall have been
appointed for the estate of such deceased Participant within six months from
the date of the Participant's death, to the person or persons who would be
entitled under the intestate succession laws of the state of the
Participant's domicile to receive the Participant's personal estate.

Nothing in this Section 8.6 shall contravene any applicable
provision (directing payment to an alternate payee) of a qualified domestic
relations order determined to be such by the Administrator or the Committee
in accordance with the procedures set forth in Article 13.

SECTION 8.7. DISTRIBUTION TO MINOR AND DISABLED
DISTRIBUTEES. Any distribution under this Article which is payable to a
Distributee who is a minor or to a Distributee who, in the opinion of the
Committee, is unable to manage his affairs by reason of illness or mental
incompetency, may be made to or for the benefit of any such Distributee in
such of the following ways as the Committee may direct: (a) directly to any
such minor Distributee if, in the opinion of the Committee, he is able to
manage his affairs, (b) to the legal representative of any such Distributee,
(c) to a custodian under a Uniform Gifts to Minors Act for any such minor
Distributee, or (d) to some near relative of such Distributee to be used for
the latter's benefit. Neither the Committee nor the Trustee shall be
required to see to the application by any third party of any distribution
made to or for the benefit of a Distributee pursuant to this Section.

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SECTION 8.8. DEFERRAL OF DISTRIBUTION UPON TERMINATION OF
EMPLOYMENT.

(a) Notwithstanding anything in this Article or Plan to the
contrary, a Participant who is terminating his employment and is eligible for
early or normal retirement under any pension plan of the Company will be
permitted to elect, at any time prior to his termination, to defer receipt of
distribution of his entire Plan Accounts. A Participant electing deferral of
his distribution under this Section 8.8 shall receive his distribution by
notifying the Administrator or his designee at least sixty days prior to the
date he wishes to receive it. His Plan Accounts shall then be valued
according to the terms of Section 7.4. Prior to December 31, 1996, if a
Participant has not notified the Administrator by sixty days prior to his
70th birthday, his Plan Accounts shall automatically be distributed to him on
that birthday. Effective December 31, 1996, a Participant who is not a "five
percent owner" (as defined in Section 416(i) of the Code) may elect to defer
receipt of a distribution under this Section 8.8 until April 1 of the
calendar year following the later of the calendar year in which the
Participant attains age 70 1/2 or the calendar year in which the Participant
terminates employment.

Any Participant who makes a deferral election under this Section
8.8(a) shall retain for the full duration of the deferral period the
authority to direct investments of his Plan Accounts, as provided under
Section 6.2, 6.3 and 6.4. This Paragraph shall not be interpreted to allow
or require the making of any type of contributions to such Participant's Plan
Accounts.

(b) A Participant who satisfies the following criteria must
consent to any distribution before it is made and is entitled to defer receipt
of his entire Plan Accounts until no later than his 70th birthday: (i)
termination of employment prior to eligibility for early or normal retirement
under any pension plan of the Company and (ii) a Plan Accounts valued in excess
of $3500 as of the Valuation Date occurring closest to his termination of
employment. Such a Participant may elect to

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<PAGE>

receive the value of his entire Plan Accounts in a lump sum at any time prior
to his 70th birthday upon sixty days written notice to the Plan Administrator
or his designee. Any Participant who has not notified the Plan Administrator
within sixty days of his 70th birthday shall automatically receive his
distribution on that birthday. Effective for calendar years commencing after
December 31, 1996, a Participant who is not a "five percent owner" (as
defined in Section 416(i) of the Code) and who meets the requirements of (i)
and (ii) above is entitled to defer receipt of his entire Plan Accounts until
no later than April 1 of the calendar year following the later of the
calendar year in which the Participant attains age 70 1/2 or the calendar
year in which the Participant terminates employment. Any Participant who
makes a deferral election under this Section 8.8(a) shall retain, for the
full duration of the deferral period, the authority to direct investments of
his Plan Accounts, as provided under Sections 6.2, 6.3 and 6.4. This
paragraph shall not be interpreted to allow or require the making of any type
of contributions to such Participant's Plan Accounts.

A Participant who makes an election to defer distribution
pursuant to this paragraph shall be considered an inactive Participant for
all purposes of the Plan, including Article 5, for the period of time from
termination of employment until distribution on the applicable date of
receipt.

(c) At the time the Participant elects to defer receipt of his
distribution pursuant to this Section, he must also elect to receive his
distribution in: (i) a lump sum on the date of distribution or (ii) in
substantially equal annual installments not to exceed ten, which installments
shall commence on the date requested for distribution.

(d) At the time the Participant elects to defer receipt of his
distribution pursuant to this Section, he must also make an election for the
method of distribution in the event of his death prior to total distribution.
The Participant shall elect that his Beneficiary, designated pursuant to Section
8.5, shall receive his Plan Accounts (i) in a lump sum within sixty days
following the date of

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his death or (ii) in equal annual installments not to exceed five
installments commencing on the date of his death.

(e) Notwithstanding the foregoing provisions of this Article 8,
distribution of the Participant's Plan Accounts shall begin not later than
the sixtieth day after the latest of the close of the Plan Year in which
occurs:

(i) his termination of employment,

(ii) the tenth anniversary of the commencement of his
participation in the Plan, or

(iii) his 65th birthday,

except to the extent that the Participant has elected to defer the
distribution pursuant to this Section 8.8.

(f) Notwithstanding subsection (e) and except as provided
otherwise in this subsection (f), distribution of a Participant's Plan
Accounts shall be made no later than the April 1 of the calendar year
following the calendar year in which the Participant attains age 70-1/2
regardless of whether he terminates employment. Effective for calendar years
beginning after December 31, 1996, with respect to a Participant other than a
"five percent owner" (as defined in Section 416(i) of the Code), distribution
of a Participant's Plan Accounts shall be made no later than April 1 of the
calendar year following the later of the calendar year in which the
Participant attains age 70-1/2 or the calendar year in which the Participant
terminates employment.

(g) If the amount of a distribution required to commence on the
date determined under this subsection cannot be ascertained by the Committee, or
if it is not possible to make such payment on such date because the Committee
has been unable to locate the Participant after making reasonable efforts to do
so, a payment retroactive to such date may be made no later than sixty days

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after the earliest date on which the amount of such payment can be
ascertained and the Participant can be located.

SECTION 8.9. CONDITIONS FOR DISTRIBUTIONS TO BENEFICIARY,
UPON DEATH OF A PARTICIPANT.

(a) Notwithstanding subsections (c) and (d) of Section 8.8 or
any other section of the Plan, if a Participant dies prior to entire
distribution of his Plan Accounts and after attainment of age 70, his Plan
Accounts shall be distributed to his Beneficiary as rapidly as the method in
effect for distributions to the Participant.

(b) Notwithstanding Section 8.8 to the contrary, if the
Participant dies prior to entire distribution of his Plan Accounts and prior
to age 70, his Plan Accounts shall be distributed in a lump sum or by the
method selected by the Participant, provided that distribution shall begin
not later than (i) December 31, of the calendar year following the calendar
year of the Participant's death or (ii) the calendar year in which the
Participant would have attained age 70, whichever is later.

SECTION 8.10. DIRECT ROLLOVERS. Notwithstanding any
provision of the Plan to the contrary that would otherwise limit a
Distributee's election under this Article, a Distributee may elect, at the
time and in the manner prescribed by the Plan Administrator, to have any
portion of an Eligible Rollover Distribution paid directly to an Eligible
Retirement Plan specified by the Distributee in a Direct Rollover.

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ARTICLE 9
SPECIAL RULES RELATING TO RE-EMPLOYMENT
OF TERMINATED EMPLOYEES AND EMPLOYMENT
BY RELATED ENTITIES

If a terminated Participant who is entitled to receive payments
pursuant to Sections 8.4 or 8.8 is reemployed prior to receipt of his
deferred distribution pursuant to Section 8.8 or is reemployed prior to total
distribution, such payments shall remain deferred or be suspended, as
applicable, until the later of such Participant's subsequent termination of
employment or his attainment of age 70.

ARTICLE 10
ADMINISTRATION

SECTION 10.1. THE COMMITTEE.

(a) The Board of Directors of the Company shall appoint a
Committee consisting of certain members responsible (except for duties
specifically vested in the Trustee and the Investment Manager) for the
administration of the provisions of the Plan. The Company and the Committee
shall be "named fiduciaries" within the meaning of such term as used in
ERISA. The Board of Directors of the Company shall have the right at any
time, with or without cause, to remove any member of the Committee. A member
of the Committee may resign and his resignation shall be effective upon
delivery of his written resignation to the Company. Upon the resignation,
removal or failure or inability for any reason of any member of the Committee
to act hereunder, the Board of Directors of the Company may appoint a
successor member. All successor members of the Committee shall have all the
rights, privileges and duties of their predecessors, but shall not be held
accountable for the acts of their predecessors.

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(b) Any member of the Committee may, but need not, be an
employee or director, officer or shareholder of any of the Employers, and
such status shall not disqualify him from taking any action hereunder or
render him accountable for any distribution or other material advantage
received by him under the Plan, provided that no member of the Committee who
is a Participant shall take part in any action of the Committee or any matter
involving solely his rights under the Plan.

(c) The Committee shall have the duty and authority to
interpret and construe the Plan in regard to all questions of eligibility and
the status and rights of Participants, Distributees and other persons under
the Plan. Each Employer shall, from time to time, upon request of the
Committee, furnish to the Committee such data and information as the
Committee shall require in the performance of its duties.

(d) The Committee shall supervise the collection and delivery
of contributions to the Trustee from time to time. Notwithstanding any other
provision of the Plan to the contrary the Committee has the right to lower
the Salary Reduction Contributions (on a prospective basis) of any
Participant who is a Highly Compensated Employee at any time during the Plan
Year where the Committee deems such action to be necessary to insure that the
Plan complies with the rules set forth in Sections 4.6(a) and 4.10(b)(i) and
(ii).

(e) The members of the Committee may allocate their
responsibilities among themselves and may designate any person, partnership
or corporation to carry out any of their responsibilities. Any such
allocation or designation should be reduced to writing and such writing shall
be kept with the records of the meetings of the Committee.

(f) The Committee may act at a meeting, or by writing without a
meeting, by the vote or written assent of a majority of its members. The
Committee may select a chairman and shall keep the Trustee advised of the
identity of the member holding such office. The Committee shall

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appoint one of its members to act as the Plan's agent for service of legal
process. The Committee shall select a secretary, who need not be a member of
the Committee, and shall keep the Trustee advised of the identity of the
person holding such office. The secretary shall keep records of all meetings
of the Committee and forward all necessary communications to the Trustee.
The Committee may adopt such rules and procedures as it deems desirable for
the conduct of its affairs and the administration of the Plan, provided that
any such rules and procedures shall be consistent with the provisions of the
Plan and ERISA.

(g) The members of the Committee, and each of them, shall
discharge their duties with respect to the Plan (i) solely in the interest of
the Participants and Beneficiaries, (ii) for the exclusive purpose of
providing benefits to Employees participating in the Plan and their
Beneficiaries and of defraying reasonable expenses of administering the Plan,
and (iii) with the care, skill, prudence, and diligence under the
circumstances then prevailing that a prudent man acting in a like capacity
and familiar with such matters would use in the conduct of an enterprise of a
like character and with like aims. The Company shall indemnify the members
of the Committee, and each of them, from the effects and consequences of
their acts, omissions and conduct in their official capacity as members of
the Committee. Such indemnification shall extend to any action, suit or
proceeding to which the members shall be made or threatened to be made a
party, whether civil, criminal, administrative or investigative, and whether
or not terminated by judgment, settlement, conviction or upon a plea of NOLO
CONTENDERE or its equivalent; PROVIDED, HOWEVER, such indemnification shall
not extend to any action, suit, or proceeding in which it shall be finally
adjudicated that (1) a member did not act in good faith, and (2) with respect
to any criminal action or proceeding, the member did not have reasonable
cause to believe his conduct was lawful.

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(h) No member of the Committee shall receive any compensation
or fee for his services, unless otherwise agreed between such member of the
Committee and the Employers, but the Employers shall reimburse the Committee
members for any expenditures incurred in the discharge of their duties as
Committee members.

(i) The Committee may employ such counsel (who may be of
counsel for any Employer) and agents and may arrange for such clerical and
other services as it may require in carrying out the provisions of the Plan.

SECTION 10.2. PLAN ADMINISTRATOR.

(a) The Company shall appoint a Plan Administrator (as such
term is used in ERISA) who may but need not be a Participant or shareholder
of the Company and such status shall not disqualify him from taking any
action hereunder or render him accountable for any distribution or other
material advantage received by him under the Plan, provided that he shall not
take part in any matter involving solely his rights under the Plan.

(b) The Plan Administrator shall be responsible for the
operation of the Plan within the policies, interpretations, rules and
procedures of the Committee. The Plan Administrator shall also perform such
ministerial functions with respect to the Plan as the Committee shall from
time to time designate.

SECTION 10.3. CLAIMS PROCEDURE. If any Participant or
Distributee believes he is entitled to benefits in an amount greater than those
which he is receiving or has received, he may file a claim with the
Administrator. Such a claim shall be in writing and state the nature of the
claim, the facts supporting the claim, the amount claimed, and the address of
the claimant. The Plan Administrator shall review the claim and, within 90 days
after receipt of the claim, give written notice by registered or certified mail
to the claimant of his decision with respect to the claim. If special

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circumstances require an extension of time, the claimant shall be so advised
in writing within the initial 90-day period and in no event shall such an
extension exceed 90 days. Such notice shall be written in a manner
calculated to be understood by the claimant and, if the claim is wholly or
partially denied, set forth the specific reasons for the denial, specific
references to the pertinent Plan provisions on which the denial is based, a
description of any additional material or information necessary for the
claimant to perfect the claim and an explanation of why such material or
information is necessary, and an explanation of the claim review procedure
under the Plan. The Plan Administrator shall also advise the claimant that
he or his duly authorized representative may request a review by the
Committee of the denial by filing with the Plan Administrator, within 65 days
after notice of the denial has been received by the claimant, a written
request for such review. The claimant shall be informed that he may have
reasonable access to pertinent documents and submit comments in writing to
the Committee within the same 65-day period. If a request is so filed,
review of the denial shall be made by the Committee within, unless special
circumstances require an extension of time, 60 days after receipt of such
request, and the claimant shall be given written notice of the resulting
final decision. If special circumstances require an extension of time, the
claimant shall be so advised in writing within the initial 60-day period and
in no event shall such extension exceed 60 days. Such notice shall include
specific reasons for the decision and specific references to the pertinent
Plan provisions on which the decision is based and shall be written in a
manner calculated to be understood by the claimant.

SECTION 10.4. NOTICES TO PARTICIPANTS AND DISTRIBUTEES. All
notices, reports and statements given, made, delivered or transmitted to a
Participant or Distributee shall be deemed to have been duly given, made,
delivered or transmitted when mailed by first class mail with postage prepaid
and addressed to such person at the address last appearing on the records of the
Committee.

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<PAGE>

A Participant or Distributee may record any change of his address from time
to time by written notice filed with the Committee.

SECTION 10.5. NOTICES TO COMMITTEE OR EMPLOYERS. Written
authorizations, directions, notices and other communications to the Employers
or the Committee shall be deemed to have been duly given, made or transmitted
either when delivered to such location as shall be specified upon the forms
prescribed by the Committee for the giving of such authorizations,
directions, notices and other communications, or when mailed by first class
mail with postage prepaid and addressed to the addressees at the addresses
specified upon such forms.

SECTION 10.6. RECORDS. The Committee shall keep a record of
all of its proceedings and shall keep or cause to be kept all books of
account, records and other data as may be necessary or advisable in its
judgment for the administration of the Plan.

SECTION 10.7. REPORTS OF TRUST FUND. The Committee shall
keep on file, in such form as it shall deem convenient and proper, all
reports concerning the Trust Fund received by it from the Trustee.

ARTICLE 11
PARTICIPATION BY OTHER EMPLOYERS

SECTION 11.1. ADOPTION OF PLAN. With the consent of the
Company, any corporation may become a participating Employer under the Plan
by (a) taking such action as shall be necessary to adopt the Plan, (b) filing
with the Committee a duly certified copy of the Plan as adopted by such
corporation and (c) executing and delivering such instruments and taking such
other action as may be necessary or desirable to put the Plan into effect
with respect to such corporation.

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<PAGE>

SECTION 11.2. WITHDRAWAL FROM PLAN. Any Employer may
withdraw from participant in the Plan at any time by filing with the
Committee a duly certified copy of a resolution of its board of directors to
that effect and giving notice of its intended withdrawal to the Committee,
the other Employers and the Trustee prior to the effective date of withdrawal.

SECTION 11.3. COMPANY AS AGENT FOR EMPLOYERS. Each
corporation which shall become a participating Employer pursuant to Section
11.1 or Article 12 by so doing shall be deemed to have appointed the Company
its agent to exercise on its behalf all of the powers and authorities hereby
conferred upon the Company by the terms of the Plan, including, but not by
way of limitation, the power to amend and terminate the Plan. The authority
of the Company to act as such agent shall continue unless and until the
portion of the Trust Fund held for the benefit of Employees of the particular
Employer and their Beneficiaries is set aside in a separate trust as provided
in Section 14.2.

ARTICLE 12
CONTINUANCE BY A SUCCESSOR

In the event that any Employer shall be reorganized by way of
merger, consolidation, transfer of assets or otherwise, so that another
corporation other than an Employer shall succeed to all or substantially all
of such Employer's business, such successor corporation may be substituted
for such Employer under the Plan by adopting the Plan and becoming a party to
the Trust agreement. Contributions by such Employer and by its employees
shall be automatically suspended from the effective date of any such
reorganization until the date upon which the substitution of such successor
corporation for the Employer under the Plan becomes effective. If, within 90
days from the effective date of any such reorganization, such successor
corporation shall not have elected to become a party to the Plan, or if the
Employer shall adopt a plan of complete liquidation other than in connection

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with a reorganization, the Plan shall be automatically terminated with
respect to employees of such Employer as of the close of business on the 90th
day following the effective date of such reorganization or as of the close of
business on the date of adoption of such plan of complete liquidation, as the
case may be, and the Committee shall direct the Trustee to distribute the
portion of the Trust applicable to such Employer in the manner provided in
Section 14.3.

ARTICLE 13
NON-ASSIGNABILITY EXCEPTIONS FOR
DOMESTIC RELATIONS ORDERS AND LOANS

SECTION 13.1. DOMESTIC RELATIONS ORDERS. The restrictions
imposed by Section 14.2 shall not apply to a "qualified domestic relations
order" defined in Code Section 414(p), and those other domestic relations
orders permitted to be so treated by the Administrator under the provisions
of the Retirement Equity Act of 1984. The Administrator shall establish a
written procedure to determine the qualified status of domestic relations
orders and to administer distributions under such qualified orders. Further,
to the extent provided under a "qualified domestic relations order," a former
spouse of a Participant shall be treated as the spouse or surviving spouse
for all purposes under the Plan.

Notwithstanding anything else in the Plan to the contrary,
distribution from a Participant's Plan Accounts may be made to an Alternate
Payee (as defined in Code Section 414(p)), pursuant to a "qualified domestic
relations order" prior to attainment of age 50 or separation from service by
the Participant if the "qualified domestic relations order" provides that the
Plan and the Alternate Payee may agree in writing to an earlier distribution
and distribution is made pursuant to such written agreement.

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<PAGE>

SECTION 13.2. LOANS. The restrictions imposed by Section
14.2 shall not apply to the extent a Participant is indebted to the Plan, for
any reason, under the terms of the Plan. At the time a distribution is to be
made to a Participant or Beneficiary, such proportion of the amount
distributed as shall equal such indebtedness shall be paid by the Trustee to
the Administrator, at the direction of the Administrator or the Committee, to
apply against or discharge such indebtedness. Prior to making a payment,
however, the Participant or Beneficiary must be given written notice by the
Administrator that such indebtedness is to be paid in whole or part from the
Participant's Plan Accounts. If the Participant or the Beneficiary does not
agree that the indebtedness is a valid claim against his Plan Accounts, he
shall be entitled to a review of the validity of the claim in accordance with
Section 10.3.

ARTICLE 14
MISCELLANEOUS

SECTION 14.1. EXPENSES. Except as otherwise provided in
Section 6.4 and elsewhere in the Plan, all costs and expenses incurred in
administering the Plan and the Trust Fund, including the fees of counsel and
any agents for the Committee, the expenses of the Committee, the fees,
charges and costs of, and incurred by, the Investment Manager, the fees and
expenses of the Trustee, the fees of counsel for the Trustee and other
administrative expenses, shall be borne by the several Employers in such
proportions as the Committee shall determine to be equitable and proper.

SECTION 14.2. NON-ASSIGNABILITY. It is a condition of the
Plan, and all rights of each Participant and Distributee shall be subject
thereto, that no right or interest of any Participant or Distributee in the
Plan shall be assignable or transferable in whole or in part, either directly
or by operation of law or otherwise, including, but not by way of limitation,
execution, levy, garnishment,

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attachment, pledge or bankruptcy, but excluding devolution by death or mental
incompetency, and no right or interest of any Participant or Distributee in
the Plan shall be liable for, or subject to, any obligation or liability of
such Participant or Distributee, including claims for alimony or the support
of any spouse.

SECTION 14.3. EMPLOYMENT NON-CONTRACTUAL. The Plan confers
no right upon any Employee to continue in employment.

SECTION 14.4. LIMITATION OF RIGHTS. A Participant or
Distributee shall have no right, title or claim in or to any specific asset
of the Trust, but shall have the right only to distributions from the Trust
Fund on the terms and conditions herein provided.

SECTION 14.5. MERGER OR CONSOLIDATION WITH ANOTHER PLAN. A
merger or consolidation with, or transfer of assets or liabilities to, any
other plan shall not be effected unless the terms of such merger,
consolidation or transfer are such that each Participant, Distributee,
Beneficiary or other person entitled to receive benefits from the Plan would,
if the Plan were to terminate immediately after the merger, consolidation or
transfer, receive a benefit equal to or greater than the benefit such person
would be entitled to receive if the Plan were to terminate immediately before
the merger, consolidation, or transfer.

SECTION 14.6. REVERSION OF EMPLOYER CONTRIBUTIONS. No part
of the Trust Fund shall revert or be repaid to an Employer either directly or
indirectly. However, any contribution made by the Company by reason of a
good faith mistake of fact, or the portion of any contribution made by the
Company which exceeds the maximum amount for which a deduction is allowable
to the Company for federal income tax purposes by reason of a good faith
mistake in determining the maximum allowable deduction, shall upon the
request of the Company be returned by the Trustee to the Company. The
Company's request and the return of any such contribution must be made within

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one year after such contribution was mistakenly made or after the deduction
of such excess portion of such contribution was disallowed, as the case may
be. The amount to be returned to the Company pursuant to this paragraph
shall be the excess of (a) the amount contributed over (b) the amount that
would have been contributed had there not been a mistake of fact or a mistake
in determining the maximum allowable deduction. Earnings attributable to the
amount contributed by mistake shall not be returned to the Company, but
losses attributable thereto shall reduce the amount so returned. If return
to the Company of the amount contributed by mistake would cause the balance
of any Participant's account as of the date such amount is to be returned to
be reduced to less than what would have been the balance of such account as
of such date had such amount not been contributed, the amount to be returned
to the Company shall be limited so as to avoid such reduction.

ARTICLE 15
AMENDMENT, WITHDRAWAL AND TERMINATION

SECTION 15.1. AMENDMENT. The Company may at any time and
from time to time amend or modify the Plan by written instrument duly adopted
by the Board of Directors of the Company. Any such amendment or modification
shall become effective on such date as the Company shall determine and may
apply to Participants in the Plan at the time thereof as well as to future
Participants.

SECTION 15.2. WITHDRAWAL. If an Employer shall withdraw from
the Plan under Section 11.2, the Committee shall determine the portion of the
Trust Fund held by the Trustee which is applicable to the Participants and
former Participants of such Employer, and shall direct the Trustee to
segregate such portion in a separate trust. Such separate trust shall
thereafter be held and administered as a part of the separate plan of such
Employer.

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<PAGE>

The portion of the Trust Fund applicable to the Participants and
former Participants of a particular Employer shall be the total amount
credited to the Plan Accounts of the Participants and former Participants of
such Employer.

SECTION 15.3. TERMINATION. Any Employer may at any time
terminate its participation in the Plan by resolution of its board of
directors to that effect.

A complete discontinuance of contributions by an Employer shall
be deemed a termination of such Employer's participation in the Plan for
purposes of this Section.

If the Internal Revenue Service shall refuse to issue an initial
favorable determination letter that the Plan and Trust as adopted by an
Employer meet the requirements of Section 401(a) of the Code and that the
Trust is exempt from tax under Section 501(a) of the Code, the Employer may
terminate its participation in the Plan and the Committee shall direct the
Trustee to pay and deliver the portion of the Trust Fund applicable to the
Participants and former Participants of such Employer, determined pursuant to
Section 15.2, to such Employer and such Employer shall pay to Participants or
their Beneficiaries the part of such Employer's portion of the Trust Fund as
is attributable to contributions made by Participants.

SECTION 15.4. TRUST TO BE APPLIED EXCLUSIVELY FOR
PARTICIPANTS AND THEIR BENEFICIARIES. Subject only to the provisions of the
second paragraph of Section 15.3 and any other provision of the Plan to the
contrary notwithstanding, it shall be impossible for any part of the Trust to
be used for or diverted to any purpose not for the exclusive benefit of
Participants and their Beneficiaries either by operation or termination of
the Plan, by power of amendment or by other means.

SECTION 15.5. DISTRIBUTION UPON SALE OF ASSETS. All
contributions and income attributable thereto under the Plan shall be
distributed to Participants, as soon as administratively

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feasible after the sale, to an entity that is not an Affiliated Employer, of
substantially all of the assets used by the Employer in the trade or business
in which the Participant is employed.

SECTION 15.6. DISTRIBUTIONS UPON SALE OF SUBSIDIARY. All
contributions and income attributable thereto under the Plan, shall be
distributed, as soon as administratively feasible after the sale, to an
entity that is not an Affiliated Employer, of an incorporated Affiliated
Employer's interest in a subsidiary to Participants employed by such
subsidiary.

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<PAGE>

IN WITNESS WHEREOF, IMC-Agrico MP, Inc. has caused its corporate
seal to be hereunto affixed by its officers thereunto duly authorized this
11th day of SEPT, 1997.

IMC-AGRICO MP, INC.

By: /s/ Marschall I. Smith
--------------------------------------
Marschall I. Smith
Vice President and Assistant Secretary

(Corporate Seal)

ATTEST:

/s/ Rose Marie Williams
- --------------------------------------
Rose Marie Williams
Secretary

<PAGE>

EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Savings Plan for Hourly Employees of IMC-Agrico,
Inc. Represented by Local #968 International Chemical Workers Union of our
report dated January 26, 1998, except for Note 24, as to which the date is
December 15, 1998, with respect to the consolidated financial statement of
IMC Global Inc. for the year ended December 31, 1997, included in its Current
Report on Form 8-K dated December 31, 1998, filed with the Securities and
Exchange Commission.

Chicago, Illinois /s/ ERNST & YOUNG LLP
December 31, 1998 --------------------------
Ernst & Young LLP

<PAGE>

EXHIBIT 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this registration statement
of IMC Global Inc., a Delaware corporation (the "Company"), on Form S-8
relating to the registration of 20,000 shares of the Company's Common Stock,
$1.00 par value per share, for issuance under the Savings Plan for Hourly
Employees of IMC-Agrico, Inc. Represented by Local #968 International
Chemical Workers Union, of our report dated August 14, 1997, on our audits of
the consolidated financial statements of Harris Chemical Group, Inc. as of
March 29, 1997 and March 30, 1996, and for the years ended March 29, 1997,
March 30, 1996, and March 25, 1995, which report is included in IMC Global
Inc.'s Form 8-K/A which was filed with the Securities and Exchange Commission
on June 15, 1998.

We also consent to the incorporation by reference in this registration
statement of the Company on Form S-8 relating to the registration of 20,000
shares of the Company's common stock, $1.00 par value per share, for
issuance under the Savings Plan for Hourly Employees of IMC-Agrico, Inc.
Represented by Local #968 International Chemical Workers Union, of our report
dated September 8, 1998, on our audits of the consolidated financial
statements of Harris Chemical Group, Inc. as of March 28, 1998 and March 29,
1997, and for the years ended March 28, 1998, March 29, 1997 and March 30,
1996, which report is included in the Company's Form 8-K/A which was filed
with the Securities and Exchange Commission on September 16, 1998.

Kansas City, Missouri /s/ PRICEWATERHOUSECOOPERS LLP
December 29, 1998 --------------------------------
PricewaterhouseCoopers LLP

<PAGE>

EXHIBIT 23.3

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement on
Form S-8 being filed by IMC Global Inc., a Delaware corporation (the
"Company") relating to the registration of 20,000 shares of the Company's
Common Stock, $1.00 par value per share, for issuance under the Savings Plan
for Hourly Employees of IMC-Agrico, Inc. Represented by Local #968
International Chemical Workers Union, of our report dated 18 September 1997,
on our audits of the financial statements of Harris Chemical Australia Pty
Ltd. & Its Controlled Entities for the year ended 30 June 1997, which report
is included in the Company's Current Report on Form 8-K/A which was filed
with the Securities and Exchange Commission on June 15, 1998.

Arthur Andersen /s/ ARTHUR ANDERSEN
Chartered Accountants ----------------------------
Adelaide, South Australia Arthur Andersen
December 30, 1998

<PAGE>

EXHIBIT 23.4

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 relating to the issuance of
20,000 shares of Common Stock, $1.00 par value per share, by IMC Global Inc., a
Delaware corporation (the "Company"), under the Savings Plan of Hourly Employees
of IMC-Agrico, Inc. Represented by Local #968 International Chemical Workers
Union, of our report dated January 21, 1997 incorporated by reference in
Freeport-McMoRan Inc.'s Annual Report on Form 10-K for the year ended December
31, 1996 and to all references to our Firm included in this Registration
Statement.

New Orleans, Louisiana /s/ ARTHUR ANDERSEN LLP
December 30, 1998 ------------------------------
Arthur Andersen LLP

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EXHIBIT 24

POWER OF ATTORNEY

The undersigned, being a Director and/or Officer of IMC Global Inc., a
Delaware corporation (the "Company"), hereby constitutes and appoints
J. Bradford James and Rose Marie Williams his or her true and lawful attorneys
and agents, each with full power and authority (acting alone and without the
other) to execute and deliver in the name and on behalf of the undersigned as
such Director and/or Officer, a Registration Statement on Form S-8 under the
Securities Exchange Act of 1934, as amended, relating to the registration of
shares of the common stock of the Company to be issued pursuant to the
Savings Plan for Hourly Employees of IMC-Agrico, Inc. Represented by Local
#968 International Chemical Workers Union(the "Registration Statement"), and
to execute and deliver any and all amendments to such Registration Statement
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. The undersigned hereby grants to such attorneys and agents, and each
of them, full power of substitution and revocation in the premises and hereby
ratifies and confirms all that such attorneys and agents may do or cause to
be done by virtue of these presents.

Dated this 15th day of December, 1998.

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[Name]