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                                                                   Exhibit 10(l)

                               AMENDING AGREEMENT
                               ------------------

THIS AMENDING AGREEMENT made effective the 27th day of August, 1998.


BETWEEN:

          INTERNATIONAL MINERALS & CHEMICAL (CANADA) GLOBAL LIMITED,
          a Canada corporation, having its registered office at
          Esterhazy, Saskatchewan
          (hereinafter referred to as "IMC")

                                                               OF THE FIRST PART

                                    - and -

          POTASH CORPORATION OF SASKATCHEWAN INC., a Saskatchewan
          corporation, having its registered office at Saskatoon,
          Saskatchewan
          (hereinafter referred to as "PCS")


                                                              OF THE SECOND PART


WHEREAS:

A.   As of January 31, 1978 IMC and Potash Corporation of Saskatchewan
     (hereinafter referred to as "PC") entered into a Restated Mining and
     Processing Agreement (hereinafter called the "Restated Mining and
     Processing Agreement") relative to the mining and processing by IMC of
     potash ore owned or controlled by PC, at the Esterhazy Facilities;

B.   IMC, PC and Potash Corporation of Saskatchewan Mining Limited
     (hereinafter referred to as "PCS Mining") entered into an assignment
     agreement as of January 31, 1979 whereby PCS Mining acquired from PC all
     right, title and interest of PC in and to the Restated Mining and
     Processing Agreement;

C.   IMC and PCS entered into a Novation Agreement as of November 16, 1989
     whereby PCS assumed all the rights and obligations of PCS Mining under the
     Restated Mining and Processing Agreement and IMC released PCS Mining from
     all obligations under the Restated Mining and Processing Agreement;

D.   IMC and PCS entered into an agreement to amend the Restated Mining and
     Processing Agreement on December 21, 1990 to clarify the rights and
     obligations of the parties in the event IMC constructs Satellite
     Facilities to contend with excess flooding (the Restated Mining and
     Processing Agreement as so amended being herein referred to as the
     "Agreement");

E.   Effective as of February 22, 1995 IMC changed its name from International
     Minerals & Chemical Corporation (Canada) Limited to International Minerals
     & Chemical (Canada) Global Limited;


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F.   IMC and PCS desire to amend the Agreement to move from a non-calendar
     fiscal year, as currently provided in the Agreement, to a calendar fiscal
     year; and

G.   IMC and PCS have agreed to amend certain provisions of the Agreement in
     the manner hereinafter set forth.

     NOW THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, IMC and PCS agree that the Agreement
is hereby amended as follows:


1.   The definition of "Expansion Costs" in subsection 1.01(g) is deleted and
     replaced with the following:

     '"Expansion Costs":  Capital Expenditures incurred for the expansion of
     the capacity of the Esterhazy Facilities to produce in excess of 4.2
     million Tons of Finished Potash Products per Fiscal Year or in excess of
     2.1 million Tons of Finished Potash Products per Fiscal Year where the
     Fiscal Year is the Stub Year, pursuant to this Processing Agreement.
     Expansion Costs shall not include any Satellite Facility Costs.'

2.   The definition of "Fiscal Year" in subsection 1.01(i) is deleted and
     replaced with the following:

     '"Fiscal Year" shall mean:

     (i)   at any time on or before June 30, 1998, a period of twelve (12)
           consecutive months commencing July 1 and ending June 30;

     (ii)  between July 1, 1998 and December 31, 1998, the period of six
           (6) consecutive months commencing July 1 and ending December 31; and

     (iii) at any time on or after January 1, 1999, a period of twelve
           (12) consecutive months commencing January 1 and ending December 31.'

3.   A new subsection 1.01(t) is added as follows:

     '"Stub Year":  That Fiscal Year commencing July 1, 1998 and ending
     December 31, 1998.'

4.   The last complete sentence of subsection 3.01(a) is deleted in its
     entirety and replaced with the following:

     "Should PCS require Finished Potash Products in excess of such quantities
     during any Fiscal Year after the Fiscal Year ending June 30, 1978, IMC
     will provide such excess requirements to the extent that any portion of
     the capacity of 4,200,000 Tons of Finished Potash Products for the Fiscal
     Year (2,100,000 Tons of Finished Potash Products where the Fiscal Year is
     the Stub Year) is unused and available for such purpose, and if PCS shall
     participate in any expansion of the Esterhazy Facilities beyond such
     capacity of 4,200,000 Tons (or 2,100,000 Tons where the Fiscal Year is the
     Stub Year) in accordance with Section 6.01(b), then IMC will provide such
     excess requirements to the extent that any portion of such expanded
     capacity is unused and available for such purpose."

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5.   Subsection 3.01(c) is deleted and replaced with the following:

     "(c) Subject to the provisions of this Article III, for the Fiscal Year
     commencing July 1, 1977 and for each succeeding Fiscal Year during the
     term of this Processing Agreement, IMC will mine and process and PCS will
     commit to have mined and processed by and will take delivery from IMC
     pursuant to this Processing Agreement of not less than 500,000 Tons per
     Fiscal Year (250,000 Tons where the Fiscal Year is the Stub Year) of
     Finished Potash Products and, at the option of PCS exercised by notice
     given in accordance with Section 3.02 below, up to a maximum of 1,050,000
     Tons of Finished Potash Products per Fiscal Year (525,000 Tons where the
     Fiscal Year is the Stub Year), provided that if the actual annual capacity
     of the Esterhazy Facilities at the commencement of any Fiscal Year is less
     than 4,200,000 Tons of Finished Potash Products, or if the potash
     producing license or licenses issued to IMC and PCS under a potash
     allocation system then in effect in Saskatchewan aggregate less than
     4,200,000 Tons of Finished Potash Products, IMC will mine and process, and
     PCS will commit to have mined and processed by and will take delivery from
     IMC pursuant to this Processing Agreement of a number of tons of Finished
     Potash Products not to exceed PCS's proportionate share of the actual
     annual capacity or said aggregate of such potash producing license or
     licenses, which proportionate share shall be 26.316% of any Tonnage up to
     3,800,000 Tons (1,900,000 Tons where the Fiscal Year is the Stub Year) and
     12.5% of any Tonnage over 3,800,000 Tons (1,900,000 Tons where the Fiscal
     Year is the Stub Year) up to 4,200,000 Tons (2,100,000 Tons where the
     Fiscal Year is the Stub Year).
     
     Notwithstanding anything to the contrary in this Processing Agreement,
     while a potash allocation system is in effect in Saskatchewan, IMC shall
     not be obligated to produce the requirements of PCS in excess of the
     quantity of Finished Potash Products which PCS is licensed to produce, nor
     shall IMC be obligated to produce for PCS any quantity of Finished Potash
     Products which PCS may be licensed to produce in excess of the
     requirements which IMC is obligated to produce for PCS under this Section
     3.01."

6.   Clause 3.02(a)(i) shall be deleted and replaced with the following:

     "(i) If the total quantity of Finished Potash Products requested by PCS
     for such Fiscal Year is equal to the amount of Finished Potash Products
     committed to be taken by PCS during the current Fiscal Year in accordance
     with notice given under this Section 3.02, plus or minus not more than
     25%, then such notice shall be given by the first day of the third month
     immediately preceding the first day of such Fiscal Year; or"

7.   Clause 3.02(a)(ii) shall be deleted and replaced with the following:

     "(ii) If the total quantity of Finished Potash Products requested by PCS
     for such Fiscal Year is equal to the amount of Finished Potash Products
     committed to be taken by PCS during the current Fiscal Year in accordance
     with notice given under this Section 3.02, plus or minus more than 25% and
     up to 50%, then such notice shall be given by the first day of the sixth
     month immediately preceding the first day of such Fiscal Year; or"

8.   Clause 3.02(a)(iii) shall be deleted and replaced with the following:

     "(iii) If the total quantity of Finished Potash Products requested by PCS
     for such Fiscal Year is equal to the amount of Finished Potash Products
     committed to be taken by PCS during the current Fiscal Year in

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     accordance with notice given under this Section 3.02, plus or minus more
     than 50%, then such notice shall be given by the first day of the ninth
     month immediately preceding the first day of such Fiscal Year."

9.   A new clause 3.02(a)(v) is added as follows:

     "(v) Notwithstanding anything contained in clauses 3.02(a)(i), (ii) and
     (iii), IMC and PCS hereby acknowledge and agree that where the Fiscal Year
     is the Stub Year, during such Fiscal Year PCS's requirements for Finished
     Potash Products shall be an aggregate of 350,000 Tons and PCS shall be
     deemed to have furnished IMC with notice of such requirement for Finished
     Potash Products in accordance with this Section 3.02."

10.  A new clause 3.02(a)(vi) is added as follows:

     "(vi) Notwithstanding anything contained in clauses 3.02(a)(i), (ii) and
     (iii), IMC and PCS hereby acknowledge and agree that for the first six
     months of that Fiscal Year commencing January 1, 1999 and ending December
     31, 1999, PCS's requirements for Finished Potash Products shall be an
     aggregate of 350,000 Tons and PCS shall be deemed to have furnished IMC
     with notice of such requirement for Finished Potash Products in accordance
     with this Section 3.02."

11.  A new clause 3.02(a)(vii) is added as follows:

     "(vii) Notwithstanding anything contained in clauses 3.02(a)(i), (ii) and
     (iii), IMC and PCS hereby acknowledge and agree that for the last six
     months of that Fiscal Year commencing January 1, 1999 and ending December
     31, 1999, PCS's requirements for Finished Potash Products shall be not
     more than an aggregate of 450,000 Tons and not less than an aggregate of
     250,000 Tons, and PCS shall provide IMC with notice of its requirements
     for Finished Potash Products for such six month period, on or before
     November 15, 1998."

12.  A new clause 3.02(a)(viii) is added as follows:

     "(viii) Notwithstanding anything contained in clause 3.02(a)(iv), IMC and
     PCS acknowledge and agree that unless IMC otherwise consents, the
     aggregate Tons of Finished Potash Products specified in any notice given
     to IMC by PCS pursuant to clauses 3.02(a)(i), (ii) and (iii) for that
     Fiscal Year commencing January 1, 2000 and ending December 31, 2000 shall
     not be more than 975,000 Tons."

13.  The last sentence of subsection of 3.05(b) is deleted in its entirety and
     replaced with the following:

     "The aforesaid $36,000,000 (Canadian) limitation shall be reduced,
     effective July 1, 1979 and on each July 1 thereafter to and including July
     1, 1998, by $750,000 (Canadian), and commencing December 31, 1999 and on
     each December 31 thereafter by $750,000 (Canadian)."

14.  The third complete sentence of section 4.02 following the section heading
     is deleted in its entirety and replaced with the following:

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     "By the last day of the second month immediately following the end of each
     Fiscal Year, IMC shall furnish to PCS schedules reflecting in reasonable
     detail Actual Costs and Added Costs by principal elements of costs and
     Capital Expenditures by capital projects together with the opinion of its
     independent public accountants."

15.  Clause 4.03(i) is deleted and replaced with the following:

     "(i) one-twelfth (except where the Fiscal Year is the Stub Year, in which
     case the appropriate fraction shall be one-sixth) of PCS's share of
     estimated total production for the applicable Fiscal Year as shown in
     IMC's Base Annual Production Schedule multiplied by the Planned Average
     Per Ton Production Cost of total production under the Base Annual
     Production Schedule for such Fiscal Year plus any amount payable in
     accordance with subsection 4.01(i) or subsection 4.01(a) per such Ton,
     and"

16.  Clause 4.03(ii) and the remaining part of section 4.03 which follows
     clause 4.03(ii) is deleted and replaced with the following:

     "(ii) one-twelfth (except were the Fiscal Year is the Stub Year, in which
     case the appropriate fraction shall be one-sixth) of all Added Costs as
     estimated by IMC to be payable by PCS pursuant to this Processing
     Agreement for such Fiscal Year.

     As soon as practicable after each quarter of each such Fiscal Year (or
     each half where such Fiscal Year is the Stub Year), the actual Tonnage
     produced and the Actual Costs per Ton shall be computed and determined by
     IMC for the preceding quarter of such Fiscal Year (or such half, as the
     case may be) and a written statement setting forth such computations by
     expense element classification together with Added Costs payable by PCS
     pursuant to this Processing Agreement for such preceding quarter (or half,
     as the case may be) shall be furnished promptly to PCS.  Within thirty
     (30) days after such statement has been so furnished such payments shall
     be made by IMC to PCS or PCS to IMC as shall be required to adjust the
     amount theretofore paid by PCS to the amount to which should have been
     paid (on the basis of Actual Costs and Added Costs) by PCS with respect to
     Finished Potash Products mined and processed for PCS during such preceding
     quarter (or preceding half, as the case may be).  Within thirty (30) days
     after the audit referred to in Section 4.02, a final adjustment for the
     Fiscal Year will be made by IMC and a written statement thereof shall be
     submitted to PCS.  Within thirty (30) days thereafter payment shall be
     made by IMC or PCS as shall be required for the final adjustment shown in
     such statement."

17.  Section 4.04 is deleted and replaced with the following:

     "Section 4.04.  IMC to Furnish Base Annual Production Schedule and Planned
     Average Per Ton Production Cost.  The Base Annual Production Schedule and
     the Planned Average Per Ton Production Cost, determined by IMC on a
     quarterly (or three (3) consecutive month basis where such Fiscal Year is
     the Stub Year) and a Fiscal Year basis supported by estimated Actual Costs
     by expense element classification, will be furnished by IMC to PCS a
     reasonable time prior to the commencement of each Fiscal Year.  PCS will
     be advised promptly by IMC of any significant expected changes in the Base
     Annual Production Schedule and the Planned Average Per Ton Production Cost
     whenever such changes occur or are anticipated to occur."

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18.  The last complete sentence of Section 5.01 is deleted in its entirety and
     replaced with the following:

     "The proportionate share of PCS of Capital Expenditures hereunder shall be
     a percentage determined by dividing the total Tonnage of Finished Potash
     Products processed for PCS or PCS and AMAX, as the case may be, during the
     thirty-six (36) month period immediately preceding the Fiscal Year in
     which the Capital Expenditures are made with the total Tonnage of Finished
     Potash Products processed at the Esterhazy Facilities during such
     thirty-six (36) month period."

19.  Clause 5.03(d)(i) is amended by adding after the expression "five hundred
     thousand (500,000) Tons of Finished Potash Products per Fiscal Year" the
     following:

     "(two hundred and fifty thousand (250,000) Tons where such Fiscal Year is
     the Stub Year)".


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20.  Article VII is deleted in its entirety and replaced with the following:

     "ARTICLE VII

     TERM OF PROCESSING AGREEMENT

     7.01(a) This Processing Agreement shall continue in effect until December
     31, 2001, and, unless terminated by PCS as herein provided, for five (5)
     additional consecutive periods of five (5) years each.

     7.01(b) PCS may terminate this Processing Agreement as of December 31,
     2001, or at the end of any five (5) year period thereafter by giving IMC
     six (6) months' written notice prior to December 31, 2001 or the
     expiration of any such additional five (5) year period.

     7.01(c) Notwithstanding the provisions of subsection 7.01(a), and in
     addition to any right that IMC may have in accordance with this Processing
     Agreement to terminate this Processing Agreement, IMC may, at any time
     after December 31, 2011, by giving to PCS one (1) year's prior written
     notice of its intention to do so, terminate all mining and processing with
     the Esterhazy Facilities.  If IMC provides this notice, this Processing
     Agreement shall terminate on the December 31 next following the expiry of
     the said one (1) year notice.

     7.01(d) If PCS has not terminated this Processing Agreement in accordance
     with subsection 7.01(b) and IMC has not terminated this Processing
     Agreement in accordance with subsection 7.01(c), so that this Processing
     Agreement is in effect on December 31, 2026, and if thereafter IMC shall
     continue to manage and operate the Esterhazy Facilities, IMC will, at the
     timely request of PCS, continue to perform for PCS, as an independent
     contractor, the services generally set forth in subsection 3.01(a) to the
     extent that there is capacity to do so at the Esterhazy Facilities which
     is unused and available for such purpose from time to time and PCS will
     pay IMC for such services as set forth in Article IV.  It is understood
     and agreed by the parties that after the expiration of the term of this
     Processing Agreement PCS shall have no other rights as set forth in this
     Processing Agreement, including without limitation, the right to
     participate in any expansion of the Esterhazy Facilities and the right to
     have a minimum annual quantity of potash mined and processed for it."

21.  In the event of any conflict or inconsistency between the terms of this
     agreement and the Agreement, the terms of this agreement shall prevail.

22.  This agreement shall be governed by and interpreted in accordance with
     the laws in force from time to time in the Province of Saskatchewan and
     shall, for all purposes, be deemed to have been made in the Province of
     Saskatchewan.

23.  This agreement may be executed in counterparts and all such counterparts
     shall be read together and shall constitute one agreement, and shall be
     binding upon all parties when executed by all parties.

24.  This agreement shall be binding upon and enure to the benefit of the
     parties hereto and their respective successors and assigns, as permitted
     under the Agreement.

25.  As used in this agreement, including the recitals hereto, all capitalized
     terms shall have the meaning subscribed to them in the Agreement.

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26.  The Agreement is hereby confirmed in all other respects.


IN WITNESS WHEREOF, International Minerals & Chemical (Canada) Global Limited
and Potash Corporation of Saskatchewan Inc. have caused this agreement to be
executed and delivered by the respective officers thereunto duly authorized as
of the day and year first above written.


                                           INTERNATIONAL MINERALS & CHEMICAL
                                           (CANADA) GLOBAL LIMITED

                                           Per:  /s/________________________

                                           Per:  /s/________________________


                                           POTASH CORPORATION OF SASKATCHEWAN
                                           INC.

                                           Per:  /s/________________________

                                           Per:  /s/________________________