EMPLOYEE BENEFITS AGREEMENT

                    This EMPLOYEE BENEFITS AGREEMENT, dated as of  December
          22, 1997,  entered into  by FREEPORT-McMoRan  RESOURCE  PARTNERS,
          LIMITED PARTNERSHIP,  a  Delaware limited  partnership  (together
          with its  successors  and permitted  assigns,  "FRP"),  FREEPORT-

          McMoRan  INC.,  a   Delaware  corporation   (together  with   its
          successors and  permitted  assigns, "FTX")  and  FREEPORT-McMoRan
          SULPHUR  INC.,  a   Delaware  corporation   (together  with   its
          successors and permitted assigns, "Company"),


                                     WITNESSETH:

               WHEREAS, the parties hereto have entered into a CONTRIBUTION
          AND DISTRIBUTION  AGREEMENT, which  includes covenants  regarding
          assets and  liabilities of  FRP that  are  to be  transferred  to
          Company; and

               WHEREAS, the parties desire to  provide for the transfer  of
          assets and  liabilities  pertaining to  certain  employee-benefit
          plans maintained by FTX for the benefit of FTX employees who have
          in the past provided services for  FRP, and to provide  regarding
          the compensation and benefits of those of such employees who will
          be employees of Company;

               NOW, THEREFORE, the parties hereto agree as follows:


               1.   Definitions.   For  purposes  of  this  Agreement,  the
          following terms shall have the meaning set forth below.

                    (a)  "Adjusted  Company  Award"   shall  mean  a   non-
          qualified stock option to purchase Company Shares with in  tandem
          "limited rights" that results from the adjustment and  conversion
          of an FTX Award pursuant to Paragraph 5.

                    (b)  "Adjusted FTX Award" shall mean an FTX Award  that
          is adjusted in accordance with the provisions of Paragraph 5.

                    (c)  "Adjusted Stock Award Plan" shall mean the Company
          Adjusted Stock Award Plan, adopted pursuant to Paragraph 5.

                    (d)  "Code" shall  mean the  Internal Revenue  Code  of
          1986, as amended.

                    (e)  "Company  Pension  Plan"  shall  mean  a  defined-
          benefit pension plan sponsored by Company for the benefit  of
          Transferred Employees.

                    (f)  "Company   Shares" shall  mean Common  Stock,  par
          value $.01 per share, of the Company.

                    (g)  "Distribution Date" shall mean the effective  date
          of the Distributions.

                    (h)  "Effective Time" shall mean the date of the merger
          of Freeport-McMoRan Inc. into IMC Global Inc.

                    (i)  "ERISA" shall mean the Employee Retirement  Income
          Security Act of 1974, as amended.

                    (j)  "Former Sulphur Employee"  shall mean an  employee
          who (i)  either  (A)  retired from  FTX  or  an  Affiliate  under
          circumstances making  him eligible  under one  or more  plans  or
          arrangements of FTX or the  Affiliate to receive medical,  dental
          or life insurance benefits  during retirement, or (B)  terminated
          employment from FTX  or an Affiliate  under circumstances  making
          him eligible for benefits  under the FTX  Pension Plan, and  (ii)
          during all of his or her last three years of employment, provided
          services primarily for the Transferred Businesses.

                    (k)  "FTX AIP"  shall  mean the  Freeport-McMoRan  Inc.
          Annual Incentive Plan.

                    (l)  "FTX Award"  shall  mean  a  stock  option,  stock
          appreciation right, limited right, stock incentive unit or  other
          award relating to FTX Shares that  has been granted under an  FTX
          Stock Plan and is outstanding on  the Distribution Date and  held
          by any person other than an employee of IMC-Agrico Company.

                    (m)  "FTX  Benefit   Arrangements"  shall   mean   each
          employment, severance,  termination,  consulting,  retirement  or
          similar  contract,  arrangement  or  policy,  and  each  plan  or
          arrangement (whether  or  not written)  providing  for  severance
          benefits,  insurance   coverage   (including   any   self-insured
          arrangements),  disability  benefits,  supplemental  unemployment
          benefits,  vacation  benefits,   retirement  benefits,   deferred
          compensation,  profit-sharing,  bonuses,  stock  options,   stock
          appreciation rights or other  forms of incentive compensation  or
          post-retirement insurance, compensation  or benefits that  (i) is
          not an FTX  Employee Plan, (ii) is  entered into, maintained,  or
          contributed to,  as  the  case may  be,  by  FTX or  any  of  its
          affiliates and (iii) covers any Transferred Employee.

                    (n)  "FTX EBP"  shall  mean the  Freeport-McMoRan  Inc.
               Excess Benefits Plan.

                    (o)  "FTX Employee  Plans"  shall mean  each  "employee
               benefit plan," as  defined in  Section 3(3)  of ERISA,  that
               (i) is  subject   to  any   provision  of   ERISA,   (ii) is
               maintained,  administered  or  contributed  to  by  FTX  and
               (iii) covers any Transferred Employee.

                    (p)  "FTX ECAP"  shall mean  the Freeport-McMoRan  Inc.
               Employee Capital Accumulation Program.

                    (q)  "FTX Grandfathered Plan" shall mean the  Freeport-
               McMoRan Inc. Grandfathered Retirement Benefit Plan.

                    (r)  "FTX LTPIP"  shall  mean  either or  both  of  the
               Freeport-McMoRan Inc. 1987  Long-Term Performance  Incentive
               Plan  and   the   Freeport-McMoRan  Inc.   1992   Long-Term-
               Performance Incentive Plan.

                    (s)  "FTX Pension  Plan" shall  mean the  FMI  Employee
               Retirement Plan.

                    (t)  "FTX PIAP"  shall mean  the Freeport-McMoRan  Inc.
               Performance Incentive Awards Program.

                    (u)  "FTX PAP"  shall  mean the  Freeport-McMoRan  Inc.
               President's Award Program.

                    (v)  "FTX SECAP" shall  mean the Freeport-McMoRan  Inc.
               Supplemental Executive Capital Accumulation Plan.

                    (w)  "FTX Shares"  shall  mean  shares  of  FTX  common
               stock, par value $.01 per share.

                    (x)  "Retired Employees"  shall  mean  all  former  and
               retired employees of FTX and its subsidiaries, and long-term
               disabled employees of FTX and  its subsidiaries who did  not
               work primarily  for the  Transferred Businesses,  as of  the
               Effective Time, including those persons who retire from  FTX
               at any time up to the date of the Merger.

                    (y)  "Rule 16b-3"  shall  mean Rule  16b-3  promulgated
               under Section 16 of the Securities Exchange Act of 1934, and
               any successor provision.

                    (z)  "Section 162(m)" shall mean Section 162(m) of  the
               Code and any memoranda or  decisions issued by the  Internal
               Revenue Service  or  the  Department of  the  Treasury  with
               respect thereto.

                    (aa) "Securities Act" shall mean the Securities Act  of
               1933, as amended.

                    (bb) "Transferred Employees" shall mean those employees
               of FTX or its subsidiaries  who by mutual agreement  between
               FTX and Company become employees of Company on or about  the
               Effective  Time,  or  who  are  actively  employed  in   the
               Transferred Businesses (as defined  in the Contribution  and
               Distribution Agreement) on the Effective Time.  Employees of
               FM Services Inc.  and its subsidiaries  are not  Transferred
               Employees.

               Capitalized terms used in this document that are not defined
          herein shall have the meanings set forth in the Contribution  and
          Distribution Agreement having the same  date and entered into  by
          the same parties.



               2.   Employment by the Company.


                    (a)  Each Transferred Employee will become an  employee
          of Company on or before the Effective Time.  Except as  otherwise
          provided  in  this  Agreement,   Company  will  not  assume   the
          liabilities of FTX  in respect of  the Transferred Employees  for
          accrued but unpaid  salaries,   wages, or  other compensation  or
          benefits with respect  to service  prior to  the Effective  Time,
          which liabilities shall remain with FTX.

                    (b)  No provision of this  Agreement shall preclude  or
          impair the ability of Company to terminate the employment of  any
          Transferred Employee  or  to  change  the  terms,  conditions  or
          location of employment following the Effective Time.

               3.   Pension Plans.


                    (a)  As of the  Effective Time, FTX  shall cause to  be
          transferred to a  newly-created separate defined-benefit  pension
          plan (the "Spin-Off Plan") the assets and liabilities of the  FTX
          Pension Plan that are attributable to the Transferred  Employees.
           The Spin-Off Plan  shall have substantially  the same terms  and
          conditions as the  FTX Pension  Plan, subject  to any  limitation
          required by  Company  regarding  accrual of  benefits  after  the
          Effective Time.  In connection with the transfer, FTX shall  make
          all filings  and  submissions  to governmental  agencies  as  are
          required by law, and shall make all amendments to the FTX Pension
          Plan and related trust agreement as  are necessary.  The  accrued
          benefits attributable to the Transferred Employees shall be  100%
          vested.  The transfer  shall be made as  of the "Transfer  Date",
          which shall be the  Effective Time, or at  such other time as  is
          mutually agreed upon by FTX and Company.

                    (b)  The amount of the assets required under  Paragraph
          (a) to be transferred (the "Transfer  Amount") shall be equal  to
          the Account Balances of the  Transferred Employees under the  FTX
          Plan as of  the Effective Time,  including Annual Additions  with
          respect to  Earnings  throught  the  Effective  Time  and  Annual
          Interest Credits through the Effective Time.  The Transfer Amount
          shall in no event  be less than the  minimum amount necessary  to
          satisfy all  requirements of  the Code    and regulations.    The
          Transfer Amount shall  be transferred  within 30  days after  the
          Effective Time.   The  terms  Account Balance,  Earnings,  Annual
          Additions, and Annual Interest Credits as used in this  paragraph
          have the same meaning as in the FTX Pension Plan.

                    (c)  As of the  Effective Time (or  such other date  as
          agreed to  by  the Company  and  FTX) Company  shall  become  the
          sponsor of  the  Spin-Off  Plan  referred  to  in  Paragraph  (a)
          (hereafter "Company Pension Plan")  and its related trust,  which
          will hold the Transfer Amount.  Company shall take all  necessary
          steps, including  the  prompt filing  of  an application  to  the
          Internal Revenue Service for a favorable determination letter, to
          assure that the Company Pension Plan is qualified under  Internal
          Revenue Code Section 401(a).  As  of the date of the transfer  of
          the Transfer Amount,  the Company Pension  Plan shall assume  the
          liabilities of the FTX Pension Plan that are attributable to  the
          Transferred Employees,  and  the FTX  Pension  Plan (and  FTX  as
          sponsor of the FTX Pension Plan) shall have no further  liability
          with respect  to the  Transferred Employees.   Company  shall  be
          under no obligation to accrue benefits under the Company  Pension
          Plan after the Effective Time at  the same rate as under the  FTX
          Pension Plan,  and  may  terminate the  Company  Pension  Plan.
          Company shall have no obligations or liabilities arising under or
          attributable to the  FTX Pension  Plan, other  than as  described
          above.

                    (d)  As of the Effective Time, Company shall assume the
          liabilities in respect of Transferred Employees under the FTX EBP
          and the FTX  Grandfathered Plan, and  FTX shall  have no  further
          obligation under such plans with respect  to such employees.   As
          consideration  for the assumption of such liabilities by Company,
          FTX shall pay to Company an  amount, estimated at $700,000,  that
          the plans' actuary shall  determine is equal to  the value as  of
          the Effective Time of the benefits accrued under the plans by the
          Transferred Employees.   The  value of  a Transferred  Employee's
          accrued  benefit  under  the  FTX  EBP  shall  be  equal  to  the
          difference between the Participant's actual Account Balance under
          the FTX  Pension Plan  and the  Account Balance  the  Participant
          would have had under the assumptions  set forth in the FTX EBP.
          The value of a Transferred  Employee's accrued benefit under  the
          FTX Grandfathered Plan shall be determined under the  assumptions
          of that plan as if the Transferred Employee had retired as of the
          Effective Time  and  elected  to receive  an  immediate  lump-sum
          benefit.  The payment with respect to the FTX Grandfathered  Plan
          shall be made only with respect to the Transferred Employees  (if
          any) who  have reached  the  age of  55  by the  Effective  Time.
          Company shall have no  obligation to allow Transferred  Employees
          to continue  to  accrue  benefits  under  such  plans  after  the
          Effective Time.

               4.    Individual Account Plans


                    (a)  As of the Effective Time, Company shall adopt  the
          FTX ECAP and its related trust, and the documents governing  said
          plan and trust shall be amended by FTX and the Company to provide
          that, commencing at the Effective Time,  FTX will no longer  have
          any powers or duties with respect to said plan and trust, and the
          Company will have all powers and duties with respect to the  plan
          and trust  that  pertain  to  a  plan  sponsor.  Within  15  days
          following the Effective  Time, FTX shall  pay to  the trustee  of
          said trust any amounts payable to the trust that it has  received
          or withheld from participants, and any matching contributions due
          under said plan.

                    (b)  The  FTX  ECAP  will  be  amended  prior  to   the
          Effective Time to permit it to hold Company shares.

                    (c)  As of the Effective  Time, the FTX SECAP  document
          shall be  amended by  FTX and  the Company  to provide  that  the
          Company  assumes  all  liabilities  in  respect  of   Transferred
          Employees under  the  FTX SECAP,  and  that FTX  has  no  further
          obligation under  the  FTX  SECAP with  respect  to  the  account
          balances of Transferred  Employees.   As consideration   for  the
          assumption of  such  liabilities by  Company,  FTX shall  pay  to
          Company  an  amount  equal  to   the  account  balances  of   the
          Transferred Employees valued as of the date of the transfer.   As
          the vehicle  for satisfying  the liabilities  assumed under  this
          Paragraph (c),  Company shall  establish a  Company SECAP.    All
          account balances of  Transferred Employees in  the Company  SECAP
          shall be 100% vested.  Company  shall have the right to amend  or
          terminate the  Company  SECAP  at  any  time,  provided  that  no
          amendment shall reduce participant account balances.

                    (d)  The  FTX  SECAP  will  be  amended  prior  to  the
          Effective Time to  require immediate payout  with respect to  all
          participants other than the Transferred Employees.

               5.    Stock Plan Adjustments; Establishment of New  Adjusted
                     Stock Award Plan.

                    (a)  Effective as of the Distribution Date, the Company
          shall adopt  the Adjusted  Stock Award  Plan and  shall take  all
          action necessary in  regard to such  Plan, the benefits  provided
          thereunder, and the transactions  contemplated thereby to  ensure
          compliance with  Rule 16b-3,  Section 162(m)  and the  Securities
          Act, as applicable and as deemed  desirable by the Company.   The
          Adjusted Stock Award Plan shall be established for the  exclusive
          purpose of granting the Adjusted  Company Awards as described  in
          this Paragraph 5.

                    (b)  Each outstanding  FTX  Award on  the  Distribution
          Date shall  be  converted,  in  accordance  with  the  procedures
          described in this Paragraph 5, into an Adjusted FTX Award and  an
          Adjusted Company Award.  The number of Company Shares subject  to
          an Adjusted Company Award shall be that number of Company  Shares
          that a record holder of the  number of FTX Shares underlying  the
          related FTX Award would have received  in the FTX Distribution.
          Notwithstanding the foregoing,  if the FTX  Award from which  the
          Adjusted Company Award is derived contains  a right to receive  a
          cash payment  upon exercise  of such  FTX  Award related  to  and
          intended to defray the income tax liability associated therewith,
          the number  of  Company Shares  to  be subject  to  the  Adjusted
          Company Award,  determined according  to the  provisions of  this
          Paragraph 5(b) (without disregarding fractional Company  Shares),
          shall be multiplied  by 1.6556 and  any fractional Company  Share
          resulting from  such  adjustment  shall  be  disregarded.    Such
          adjustment shall not  affect the calculation  of the per  Company
          Share exercise price of the Adjusted  Company Award as set  forth
          in Paragraph 5(e) below.

                    (c)  Each Adjusted Company Award and each Adjusted  FTX
          Award will have the same remaining duration as the FTX Award from
          which it was derived.

                    (d)  The exercise price of an Adjusted FTX Award  shall
          be determined by multiplying the exercise price of the FTX  Award
          from which such Adjusted FTX Award was derived by a fraction, the
          numerator of which is the FTX Net Distribution Value, as  defined
          below, and  the  denominator of  which  is the  FTX  Distribution
          Value, as defined below.

                    (e)  The exercise price  of an  Adjusted Company  Award
          shall be determined by multiplying the exercise price of the  FTX
          Award from which  such Adjusted Company  Award was  derived by  a
          fraction, the  numerator of  which  is the  Company  Distribution
          Value, as defined below, and the denominator of which is the  FTX
          Distribution Value.

                    (f)  For  purposes  of  the  foregoing,  the   "Company
          Distribution Value" shall be the weighted average per share price
          of the Company Shares on the New York Stock Exchange on the first
          day that Company Shares are traded on the New York Stock Exchange
          after the effective date of  the merger of Freeport-McMoRan  Inc.
          into IMC Global Inc.; the "FTX  Distribution Value" shall be  the
          weighted average per  share price of  the FTX Shares  on the  New
          York Stock Exchange on the last day that FTX Shares are traded on
          the New  York Stock  Exchange before  the effective  date of  the
          merger of Freeport-McMoRan Inc. into IMC Global Inc. and the "FTX
          Net Distribution Value" shall  be (i) the FTX Distribution  Value
          minus (ii) the product of the Distribution Ratio, as  hereinafter
          defined, and the Company  Distribution Value.  The  "Distribution
          Ratio" shall mean the number of Company Shares distributed in the
          FTX Distribution  per  FTX Share,  rounded  to the  nearest  one-
          millionth (.000001) of a Company Share.

               6.   Deferred  Compensation   Liabilities.  As   of   the
          Distribution, FTX shall  calculate the liability  of FTX and  its
          subsidiaries in respect  of the  Transferred Employees'  deferred
          compensation, including without limitation deferred awards  under
          the FTX PIAP, FTX AIP, FTX LTPIP, and predecessor plans, if  any.
           In consideration  of  a cash  payment  made promptly  after  the
          Distribution Date by  FTX to the  Company in an  amount equal  to
          such accrued liability, the Company will assume such liability in
          respect of Transferred Employees.

               7.   Welfare Plans.


                    (a)  As of  the Effective  Time, Transferred  Employees
          shall cease  participation  in all  FTX  Employee Plans  and  FTX
          Benefit Arrangements.   Except  as otherwise  set forth  in  this
          Agreement or  in  the  Merger Agreement,  FTX  shall  retain  all
          obligations and liabilities under the FTX Employee Plans and  FTX
          Benefit Arrangements.

                    (b)  FTX and  its FTX  Employee Plans  and FTX  Benefit
          Arrangements shall retain responsibility for the  administration,
          liability, cost of coverage and all amounts payable by reason  of
          claims incurred by  Transferred Employees  (and their  dependents
          and beneficiaries) on or before the Effective Time, by reason  of
          claims incurred by  Retired Employees,  and by  reason of  claims
          incurred by FTX employees who as of the Effective Time were on  a
          leave of absence or were receiving long term disability benefits,
          sick leave benefits, or similar  benefits.  However, the  Company
          shall assume  responsibility for  the administration,  liability,
          cost of coverage, and all amounts  payable by reason of  employee
          benefit  plan  claims  incurred  by  FTX  employees  (and   their
          dependents) who at the time the employees ceased active work  for
          FTX performed services primarily  for the Transferred  Businesses
          and who as of the  Effective Time were on  a leave of absence  or
          were  receiving  long  term   disability  benefits,  sick   leave
          benefits,  or  similar  benefits.    For  such  purpose,   unless
          otherwise agreed  by  FTX and  the  Company, a  claim  is  deemed
          incurred  on   the  date   of   the  occurrence   of   (i) death,
          dismemberment, accident,  or other  loss in  the case  of  claims
          under life  insurance  and  accidental  death  and  dismemberment
          benefits, (ii) in the case of a hospital stay, based on the  date
          any such hospitalization is initiated, or (iii) the date on which
          the treatment  or other  service was  rendered or  the  medicine,
          equipment, supply or  other material was  furnished, as the  case
          may be, which resulted  in the charge or  expense giving rise  to
          the claim in the case of  all other claims.  This paragraph  7(b)
          shall not apply to claims under applicable workman's compensation
          laws, the Jones Act,  46 U.S.C. S 688,  the Longshore and  Harbor
          Workers' Compensation Act, 33  U.S.C. S 901,  et. seq., or  under
          similar laws,  or arising  in  connection with  any  occupational
          injury or disease.

                    (c)  As  of  the  Effective  Time,  Company  shall   be
          responsible for post-retirement benefit liabilities in respect of
          Transferred Employees and  FTX shall have  no further  obligation
          for such liabilities with respect to  such employees.  FTX  shall
          pay to Company an amount that equals the liability that has  been
          accrued for  such  employees  in accordance  with  the  Financial
          Accounting Standard Board  No. 106 as  provided in the  Freeport-
          McMoRan Inc.  Retiree Benefit  Plan's January  1, 1997  valuation
          report.

                    (d)  The Company shall reimburse FTX for any payment (a
          "Reimbursable Payment") that FTX properly  makes to or on  behalf
          of a Former Sulphur  Employee with respect  to claims made  after
          the Effective  Time  (or  to  an  insurance  company  to  provide
          coverage for a Former Sulphur Employee after the Effective  Time)
          under the terms of any retiree medical, dental or life  insurance
          plan or arrangement of FTX.  No later than 30 days following  the
          end of each calendar quarter, FTX shall provide the Company  with
          a report providing  in reasonable detail  its calculation of  the
          total amount  of Reimbursable  Payments made  by FTX  during  the
          quarter, less any refunds or other offsetting payments or credits
          received by FTX.   The amount  that Company  shall reimburse  FTX
          shall be equal to the net amount of Reimbursable Payments by FTX,
          less the  Credit Amount.   The  Credit Amount  for each  calendar
          quarter shall  be equal  to 25%  of  9.5% of  a fraction  of  the
          "Surplus", as defined below, which  fraction shall be derived  by
          dividing the liabilities  under the FTX  Pension Plan  as of  the
          Effective Time  attributable to  the Former Sulphur Employees  by
          the total liabilities of the FTX Pension Plan as of the Effective
          Time.  The Surplus shall be  the fair market value of the  assets
          of the FTX Pension  Plan, less the total  liabilities of the  FTX
          Pension  Plan,  as  of  the  Effective  Time.    The  assets  and
          liabilities used in this Paragraph 7(d) to calculate the  Surplus
          and the appropriate fraction of  the Surplus shall be  determined
          as of the Effective Time, but only with regard to the portion  of
          the FTX Pension Plan that remains after the transfer described in
          Section 3(b) of  this Agreement.   Furthermore,  for purposes  of
          this Section 7(d), the assets and liabilities of the FTX  Pension
          Plan (after  the  transfer described  in  Section 3(b)  shall  be
          determined on a FAS  87/88 basis.  If  the Credit Amount for  the
          current calendar quarter  (plus any  carried-forward excess  from
          the preceding calendar quarter) exceeds the Reimbursable Payments
          in a quarter no payment shall  be made between the parties.   Any
          excess Credit Amount  for the current  calendar quarter shall  be
          carried forward to the next calendar quarter.  Company shall have
          the right to request an annual audit of the Reimbursable Payments
          by an independent certified public accountant.  This paragraph is
          not intended to limit any rights that FTX may have to reduce  its
          obligations under any such plans  or arrangements.  However,  FTX
          shall have no  right to  increase its  cost of  benefits for  any
          Former  Sulphur  Employee   without  obtaining  30-days   advance
          approval from Company.   Nor shall FTX have  the right to  reduce
          the cost of coverage for any Retired Employees who are not Former
          Sulphur Employees without likewise reducing the cost of  coverage
          for the Former Sulphur Employees.

                    (e)  With respect  to  employees and  their  dependents
          (other than Transferred  Employees) who  experience a  qualifying
          event as  defined  in  29  U.S.C.  S  603  as  a  result  of  the
          transactions contemplated  in the  Contribution and  Distribution
          Agreement    and  the  Merger  Agreement  and  who  elect   COBRA
          continuation group health  coverage under 29  U.S.C. SS 601,  et.
          seq. ("COBRA Coverage"), the Company shall reimburse FTX for  any
          Reimbursable Payment that FTX properly makes  to or on behalf  of
          such employees or  dependents with respect  to claims made  after
          the Effective Time under the  plan providing such COBRA  coverage
          (or to an insurance  company to provide  COBRA Coverage for  such
          employees or dependents after  the Effective Time) in  accordance
          with the procedures set forth in 7(d) above.

                    (f)  The employee  benefit  plans  established  by  the
          Company for  the  benefit  of Transferred  Employees  shall  give
          effect,  in  determining  or  applying  any  copayments,  benefit
          limits, deductibles  and  maximum  out-of-pocket  limitations  to
          claims incurred, amounts paid by, and amounts reimbursed to, such
          employees under  the  corresponding  FTX Employee  Plans  or  FTX
          Benefit  Arrangements  maintained  by   FTX  for  their   benefit
          immediately prior to the Effective  Time.  Further, the  employee
          benefit plans  established by  the  Company for  the  Transferred
          Employees  shall  give  credit  for   service  at  FTX  and   its
          subsidiaries for purposes of any eligibility waiting periods  and
          pre-existing condition limitations.   The employee benefit  plans
          established by the Company that provide a maximum annual benefit,
          such as a  vacation plan or  wage and  salary continuation,  will
          take into  account benefits  used  by the  Transferred  Employees
          under  the  corresponding  FTX  Employee  Plans  or  FTX  Benefit
          Arrangements maintained  by  FTX for  their  benefit  immediately
          prior to the Effective Time.

                    (g)  The Company will  give Transferred Employees  full
          credit for purposes of eligibility, vesting, benefit accrual  and
          benefit entitlement (as  such purposes may  be applicable)  under
          the employee benefit  plans of  the Company  for such  employees'
          respective service recognized or applied for such purposes  under
          the corresponding FTX Employee  Plan or FTX Benefit  Arrangement,
          to the extent applicable.

                    (h)  FTX and the Company shall provide each other  with
          copies of such records as are  reasonably required to enable  the
          parties to perform their obligations hereunder.

               8.   Cash Bonuses.  As of the  Effective Time, FTX shall in
          good faith determine the total amount of cash incentive  payments
          that it would have  made to the  Transferred Employees under  the
          FTX PIAP  and the  FTX  PAP for  1997  (without proration  for  a
          partial year),  which  determination  shall  be  subject  to  the
          limitations and other terms and conditions of Schedule  5.8(c) to
          the Merger Agreement.   In consideration of  a cash payment  made
          promptly after the  Effective Time by  FTX to the  Company in  an
          amount equal thereto, the Company will assume the payment of such
          amounts to the Transferred Employees, which will be made as  soon
          as feasible after 1997 in accordance  with any procedures it  may
          establish with  respect  to the  payment  of any  cash  incentive
          payments to Company employees.

               9.    Expenses.  Each of the  Company and FTX shall pay  its
          own  expenses  in   connection  with  the   performance  of   its
          obligations under this Agreement.

               10.  Governing Law.  This Agreement shall be governed by and
          construed in accordance with  the internal laws  of the State  of
          Louisiana.

               11.  Amendment and  Waiver. This  Agreement  may  not  be
          altered or amended, nor may rights hereunder be waived, except by
          an instrument in writing executed by  each party, or in the  case
          of a waiver  by an instrument  in writing executed  by the  party
          against whom such waiver  is to be effective.   No waiver of  any
          term, provision or condition of or  failure to exercise or  delay
          in exercising any rights or remedies under this Agreement, in any
          one or more instances, shall be deemed to be, or construed as,  a
          further  or  continuing  waiver  of  any  such  term,  provision,
          condition, right or  remedy or  as a  waiver of  any other  term,
          provision or condition of this Agreement.

               12.  Counterparts.  This Agreement may be executed in one or
          more counterparts,  each of  which shall  be deemed  an  original
          instrument but all of which together shall constitute but one and
          the same Agreement.

                    IN WITNESS WHEREOF, the parties hereto have caused this
          Agreement to be executed as of the date first above written.


                              FREEPORT-McMoRan INC.


                              By: /s/ Michael J. Arnold

                                  Name: Michael J. Arnold
                                  Title: Senior Vice President


                              FREEPORT-McMoRan RESOURCE PARTNERS,
                              LIMITED PARTNERSHIP

                              By:  FREEPORT-McMoRan INC.,
                                   Administrative Managing General Partner


                              By: /s/ Michael J. Arnold

                                  Name: Michael J. Arnold
                                  Title: Senior Vice President

                              FREEPORT-McMoRan SULPHUR INC.


                              By: /s/ Robert M. Wohleber

                                  Name: Robert M. Wohleber
                                  Title:  President  and  Chief Executive
                                          Officer