Exhibit 10.iii.(n)



IMC GLOBAL INC.
1998 SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN, RESTORATION PLAN AND EXCESS BENEFIT PLAN TRUST


Contents                                                     Page

Article 2.  Payments to Participants                           5
Article 4.  Payments to Company                                7
Article 5.  Management of the Trust Fund                       7
Article 6.  Investment Funds and Investment Managers          12
Article 7.  Resignation or Removal of Trustee                 14
Article 8.  Amendment, Division or Termination                15
Article 9.  Liability and Indemnification                     16
Article 10. Miscellaneous                                     17



IMC GLOBAL INC.
1998 SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN, RESTORATION PLAN
AND EXCESS BENEFIT PLAN TRUST

This  1998  Supplemental Executive Retirement Plan,  Restoration  Plan  and
Excess  Benefit Plan Trust (this "Trust") is effective this  _____  day  of
_______________,  1998 (the "Effective Date"), by and  between  IMC  Global
Inc.,  a Delaware corporation (the "Company"), and Marshall & Ilsley  Trust
Company (the "Trustee").

W I T N E S S E T H:

WHEREAS,  the  Company has adopted three nonqualified defined  contribution
plans  known as the IMC Global Inc. 1998 Supplemental Executive  Retirement
Plan,  the  IMC Global Inc. 1998 Restoration Plan and the IMC  Global  Inc.
1998 Excess Benefit Plan (the "Plans"); and

WHEREAS,  the  Company expects to incur liability under the  terms  of  the
Plans with respect to the individuals participating in the Plans; and

WHEREAS, the Company wishes to establish a grantor trust (the "Trust")  and
to  contribute to the Trust assets that shall be held therein,  subject  to
the  claims  of  the  Company's creditors in the  event  of  the  Company's
Insolvency, as herein defined, until paid to participants in the Plans  and
their  beneficiaries (collectively, the "Participants") in such manner  and
at such times as specified in the Plans; and

WHEREAS,  it  is  the  intention  of the  parties  that  this  Trust  shall
constitute an unfunded arrangement and shall not affect the status  of  the
Plans  as unfunded plans for purposes of Title I of the Employee Retirement
Income Security Act of 1974; and

WHEREAS, it is the intention of Company to make contributions to the  Trust
to  provide  itself  with a source of funds to assist  it  in  meeting  its
liabilities under the Plans.

NOW,  THEREFORE, the parties do hereby establish the Trust and  agree  that
the Trust shall be comprised, held, and disposed of as follows:

Article  1.  Establishment  and Administration of  the  Trust  and  Company
Contributions

1.1.   Establishment.  This Trust is hereby established for the benefit  of
Participants in the Plans, as determined in accordance with the  applicable
provisions of the Plans, to provide for the payment of benefits  under  the
Plans on an unfunded, nonqualified basis.

The  Company, from time to time, may add additional plans and/or additional
Participants to be covered by this Trust.  Such a designation shall  be  in
writing,  signed  by one or more members of the Committee,  as  defined  in
Section 1.7 herein, and filed with the Trustee.

1.2.   Irrevocable.   The  Trust hereby established shall  be  irrevocable,
subject to the provisions of Article 8 herein.

1.3.  Status of the Trust.  The Trust is intended to be a grantor trust, of
which the Company is the grantor, within the meaning of subpart E, part  I,
subchapter J, chapter 1, subtitle A of the Internal Revenue Code  of  1986,
as  amended,  and  shall be construed accordingly.  The  principal  of  the
Trust,  and  any  earnings thereon, shall be held separate and  apart  from
other  funds of the Company and shall be used exclusively for the uses  and
purposes  of  Participants  and  general creditors  as  herein  set  forth.
Participants shall have no preferred claim on, or any beneficial  ownership
interest  in, any assets of the Trust.  Any rights created under the  Plans
and  this  Trust shall be mere unsecured contractual rights of Participants
against the Company.  Any assets held by the Trust will be subject  to  the
claims  of the Company's general creditors under federal and state  law  in
the event of Insolvency, as defined in Section 3.1 herein.

1.4.   Company Contributions.  The Company, in its sole discretion, may  at
any  time, or from time to time, contribute cash or other property  to  the
Trust in such amount as the Company determines.  The Company shall have the
right,  at  any  time,  and from time to time in its  sole  discretion,  to
substitute  assets of equal fair market value for any assets  held  by  the
Trust.  The Company shall execute any and all instruments necessary to vest
the Trustee with full title to the property transferred to the Trust.

1.5.  Determination of a Change in Control.  The Board of Directors and the
highest  ranking officer of the Company shall have the duty to  inform  the
Trustee in writing of the occurrence of a Change in Control of the Company.
If  any Participant (or person acting on behalf of any Participant),  other
than  the  Company's highest ranking officer, alleges  in  writing  to  the
Trustee  that a Change in Control has occurred, the Trustee shall determine
whether  a  Change in Control has occurred.  Unless the Trustee has  actual
knowledge  that  a  Change in Control of the Company has occurred,  or  has
received  notice from the Company or any Participant (or person  acting  on
behalf  of any Participant) alleging that a Change in Control has occurred,
the  Trustee shall have no duty to inquire whether a Change in Control  has
occurred.   The Trustee may in all events rely on such evidence  concerning
the  Company's control as may be furnished to the Trustee and that provides
the  Trustee with a reasonable basis for making a determination  concerning
the Company's control.

1.6.  Trustee's Acceptance.  The Trustee accepts its duties and obligations
as Trustee hereunder, agrees to accept delivery of funds delivered to it by
the  Company pursuant to this Article 1, and agrees to hold such funds (and
any proceeds from the investment of such funds) in trust in accordance with
the terms and conditions of this Trust.  The Trustee shall have no right or
obligation  to  compel  the  Company to  make  a  deposit  or  contribution
hereunder.

1.7.  The Committee.  The Board of Directors of the Company shall designate
a  committee  (the  "Committee") which shall have the powers,  rights,  and
duties  described  herein and in the Plans.  The Board  of  Directors  will
certify  to  the  Trustee from time to time the person or persons  who  are
acting as the members of the Committee.  The Trustee may rely on the latest
certificate received from the Board of Directors without further inquiry or
verification.   The Committee may delegate such of its powers,  rights  and
duties  hereunder  as  it  deems  appropriate  to  the  plan  administrator
designated in the Plan.

If  for  any period no persons are acting as members of the Committee,  the
Board  of  Directors of the Company shall act on behalf of, and shall  have
all of the powers, rights, and duties otherwise reserved to, the Committee.
The   Company  warrants  that  all  directions  or  authorizations  by  the
Committee, whether for the payment of money or otherwise, will comply  with
the provisions of the Plan and this Trust.

Article 2.  Payments to Participants
2.1.  Payment Schedule.  As soon as administratively practicable  following
the   end  of  each  calendar  quarter  and  as  soon  as  administratively
practicable following a Change in Control, the Committee shall  deliver  to
the  Trustee  a  schedule (the "Payment Schedule") that: (i) indicates  the
amounts  payable  in  respect of the Participants  under  the  Plans;  (ii)
provides  a  formula or other instructions acceptable to  the  Trustee  for
determining the amounts so payable; (iii) designates the manner and form in
which  such  amount is to be paid (as provided for or available  under  the
Plans);  and (iv) designates the time of commencement for payment  of  such
amounts.

Except as otherwise provided herein, the Trustee shall make payments to the
Participants in accordance with such Payment Schedule.  Prior to  a  Change
in  Control,  the  Committee shall have the right to modify  such  schedule
during  the  Plan Year, which modification, upon delivery to  the  Trustee,
shall be binding upon the Trustee.

Unless  directed  otherwise  by  the  Committee,  the  Trustee  shall  make
provisions  for  the  reporting and withholding of any federal,  state,  or
local taxes that may be required to be withheld with respect to the payment
of  benefits  pursuant  to the terms of the Plans  and  shall  pay  amounts
withheld  to  the  appropriate taxing authorities or  determine  that  such
amounts have been reported, withheld, and paid by the Company.
In  the  event the Trustee determines that there are insufficient funds  in
the  Trust  to  make full payments to all Participants as provided  in  the
Payment  Schedule or as otherwise determined hereunder, the  Trustee  shall
immediately  make  a request to the Company for an infusion  of  sufficient
additional assets into the Trust to fully fund the obligations.  If no such
Company asset contribution is made within a period deemed reasonable by the
Trustee,  the Trustee shall make payments to each Participant in an  amount
equal  to  the  full  payment  due  to such  Participant  under  the  Plans
multiplied  by  a  fraction, the numerator of which  is  the  total  amount
available  for distribution in the Trust, and the denominator of  which  is
the  total  amount of aggregate liabilities to all Participants  under  the
Plans.   The  Company  will then be required to  pay  the  balance  of  the
Participant's benefits out of general Company assets.

2.2.    Committee  Determination  of  Benefits.   The  entitlement   of   a
Participant  to  benefits  under  the Plans  shall  be  determined  by  the
Committee, and any claim for such benefits shall be considered and reviewed
under  the  procedures  set out in the Plans.   If  no  such  provision  is
contained  in  the  underlying plan document, the procedures  contained  in
Section 2.4 herein shall be followed.

2.3.   Direct  Payment of Benefits by the Company.  The  Company  may  make
payment  of benefits directly to Participants as they become due under  the
terms  of  the  Plans.   To  the extent administratively  practicable,  the
Company  shall  notify  the  Trustee of its decision  to  make  payment  of
benefits directly to Participants prior to the time amounts are payable  to
Participants.  In addition, if the principal of the Trust, and any earnings
thereon, are not sufficient to make payments of benefits in accordance with
the  terms  of the Plans, the Company shall make the balance of  each  such
payment  as  it  falls due.  The Trustee shall notify the  Committee  where
principal and earnings are not sufficient.

The  Committee may direct the Trustee in writing to reimburse  the  Company
from  the  Trust Fund, as defined in Section 5.1 herein, for benefits  paid
directly  to  a Participant by the Company upon receipt by the  Trustee  of
satisfactory  evidence  of  such payment(s); provided,  however,  that  the
Trustee  shall  not reimburse the Company for such payment if  the  Trustee
determines that, after making such reimbursement, the Trust Fund assets are
insufficient to satisfy anticipated distributions therefrom.

2.4.   Missing Persons.  If any payment directed to be made by the  Trustee
from  the  Trust  Fund is not claimed by the person entitled  thereto,  the
Trustee  shall  notify the Committee of that fact.  The Trustee  thereafter
shall have no obligation to search for or ascertain the whereabouts of  any
payee under this Trust.

Article 3.  Trustee Responsibility Regarding Payments to Participants  When
Company is Insolvent
3.1.   Insolvency.   The  Trustee  shall  cease  payment  of  benefits   to
Participants if the Company is Insolvent.  The Company shall be  considered
"Insolvent" for purposes of this Trust if: (i) the Company is unable to pay
its  debts as they become due; or (ii) the Company is subject to a  pending
proceeding as a debtor under the United States Bankruptcy Code.

3.2.  Claims of General Creditors.  At all times during the continuance  of
this  Trust,  as  provided in Articles 1 and 8 herein,  the  principal  and
income of the Trust shall be subject to the claims of general creditors  of
the Company under federal and state law as set forth below.

(a)   The Board of Directors and the highest ranking officer of the Company
shall  have  the  duty to inform the Trustee in writing  of  the  Company's
Insolvency.   If a person claiming to be a creditor of the Company  alleges
in  writing  to  the  Trustee that the Company has  become  Insolvent,  the
Trustee shall determine whether the Company is Insolvent and, pending  such
determination,  the  Trustee  shall  discontinue  payment  of  benefits  to
Participants.

(b)   Unless  the Trustee has actual knowledge of the Company's Insolvency,
or  has  received  notice from the Company or a person  claiming  to  be  a
creditor alleging that the Company is Insolvent, the Trustee shall have  no
duty  to inquire whether the Company is Insolvent.  The Trustee may in  all
events  rely on such evidence concerning the Company's solvency as  may  be
furnished  to  the Trustee and that provides the Trustee with a  reasonable
basis for making a determination concerning the Company's solvency.

(c)   If  at  any  time  the Trustee has determined  that  the  Company  is
Insolvent,  the Trustee shall discontinue payments to the Participants  and
shall  hold  the  assets  of the Trust for the benefits  of  the  Company's
general  creditors.  Nothing in this Trust shall in any  way  diminish  any
rights  of Participants to pursue their rights as general creditors of  the
Company with respect to benefits due under the Plans or otherwise.

(d)   The  Trustee shall resume the payment of benefits to Participants  in
accordance  with  Article  2  of this Trust  only  after  the  Trustee  has
determined that the Company is not Insolvent (or is no longer Insolvent).

3.3.   Resumption  of Payments to Participants.  Provided  that  there  are
sufficient assets, if the Trustee discontinues the payment of benefits from
the  Trust  pursuant  to Section 3.2 hereof and subsequently  resumes  such
payments, the first payment following such discontinuance shall include the
aggregate amount of all payments due to Participants under the terms of the
Plans  for the period of such discontinuance, less the aggregate amount  of
any  payment  made to Participants by the Company in lieu of  the  payments
provided for hereunder during any such period of discontinuance.

Article 4.  Payments to Company
Except  as provided in Section 2.3, Article 3, and Section 8.2 hereof,  the
Company shall have no right or power to direct the Trustee to return to the
Company  or to divert to others any of the Trust assets before all payments
of  benefits  have been made to Participants pursuant to the terms  of  the
Plans.

Article 5. Management of the Trust Fund
5.1.   The  Trust  Fund.  Unless the context clearly implies  or  indicates
otherwise, the term "Trust Fund" as of any date means all property of every
kind then held under this Trust by the Trustee.

5.2.   Trustee's General Powers, Rights, and Duties.  With respect  to  the
Trust  Fund and subject only to the limitations expressly provided in  this
Trust  (including  the powers reserved to the Committee,  and  the  powers,
rights, and duties specifically allocated to an Investment Manager,  if  so
appointed, as provided in Article 6 herein), or imposed by applicable  law,
the Trustee shall have the following powers, rights, and duties in addition
to those vested in it elsewhere in this Trust or by law:

(a)   To  invest and reinvest part or all of the Trust Fund in any real  or
personal  property (including investments in any stocks, bonds, debentures,
mutual fund shares (including shares of any fund from which the Trustee  or
any  affiliate  thereof receives an investment advisory fee  or  any  other
fee),  notes,  commercial  paper,  treasury  bills,  options,  commodities,
futures contracts, partnership interests, venture capital investments,  any
common,  commingled, or collective trust funds, or pooled investment  funds
described in Section 5.3, any interest-bearing deposits held by any bank or
similar  financial  institution, and any other real or  personal  property,
regardless  of whether any such investment is issued by or related  to  the
Company)  and to diversify such investments so as to minimize the  risk  of
large losses unless, under the circumstances, it is clearly prudent not  to
do so.

(b)   To retain in cash such amounts as the Trustee considers advisable for
payment  of  distributions, expenses and investment transfers  and  as  are
permitted by applicable law (without accrual of interest to the Trust  Fund
notwithstanding  that  the  Trustee or any  affiliate  thereof  may  accrue
interest on such cash balances) and to deposit any cash so retained in  any
depository  (including any bank acting as trustee) which  the  Trustee  may
select.

(c)  To manage, sell, insure, and otherwise deal with all real and personal
property  held by the Trustee on such terms and conditions as  the  Trustee
shall decide.

(d)   When directed by the Committee prior to a Change in Control or by  an
Investment Manager, as described in Section 6.2 herein, either prior to  or
after  a  Change  in  Control, to vote stock and  other  voting  securities
directly  or by proxy (and to delegate the Trustee's powers and discretions
with  respect to such stock or other voting securities to any such  proxy),
to  exercise  subscription, conversion, and other rights and  options  (and
make  payments from the Trust Fund in connection therewith),  to  take  any
action  and  to  abstain  from  taking  any  action  with  respect  to  any
reorganization,   consolidation,  merger,  dissolution,   recapitalization,
refinancing,  and  any  other  program or  change  affecting  any  property
constituting  a  part of the Trust Fund as the Committee or the  Investment
Manager directs in accordance with this Trust.

(e)   To  hold or register any property from time to time in the  Trustee's
name or in the name of a nominee or to hold it unregistered or in such form
that  title shall pass by delivery and, with the approval of the Committee,
to  borrow from anyone, including any bank acting as trustee, to the extent
permitted  by law, such amounts from time to time as the Trustee  considers
desirable to carry out this Trust (and to mortgage or pledge all or part of
the Trust Fund as security).

(f)   When  directed  by  the  Committee or by an  Investment  Manager,  as
described  in  Section  6.2 herein, in either case prior  to  a  Change  in
Control,  to  acquire,  retain,  or dispose  of  such  investments  as  the
Committee or the Investment Manager directs in accordance with this Trust.

(g)   To  make payments from the Trust Fund to provide benefits  that  have
become  payable under the Plans pursuant to Article 2 herein, or  that  are
required to be made to the general creditors of the Company as set forth in
Section 3.2 herein.

(h)   Prior to a Change in Control, with the prior written consent  of  the
Company,  to begin, maintain, or defend any litigation reasonably necessary
in  connection  with the administration of the Trust and the Company  shall
indemnify  the  Trustee  against all reasonable  expenses  and  liabilities
sustained  by  the Trustee by reason of any such litigation.   Following  a
Change  in  Control, the Trustee shall have this right, without  the  prior
written consent of the Company.

(i)  To withhold, if the Trustee considers it advisable, all or any part of
any payment required to be made hereunder as may be necessary and proper to
protect  the  Trustee or the Trust Fund against any liability or  claim  on
account  of  any estate, inheritance, income, or other tax,  or  assessment
attributable  to  any amount payable hereunder, and to discharge  any  such
liability  with any part or all of such payment so withheld, provided  that
at  least  ten  (10) business days prior to discharging any such  liability
with  any  amount  so withheld the Trustee shall notify  the  Committee  in
writing of the Trustee's intent to do so.

The  Trustee shall not be either individually or severally liable  for  any
taxes  of  any  kind levied or assessed under the existing or  future  laws
against  the  Trust  assets.  The Committee shall be responsible  for:  (i)
providing  information  to the Trustee with respect  to  all  taxes  to  be
deducted  and  withheld from payments to Participants; (ii)  furnishing  to
each  person  receiving payment or distribution from the Trust  appropriate
tax  information  evidencing such payment or distribution  and  the  amount
thereof;  and  (iii) preparing and filing all information reports  and  tax
returns  required to be filled with any federal, state, or local government
agency  or  authority with respect to any payments made to any  Participant
hereunder.   To the extent that any taxes are payable by the Trust  to  any
federal, state, or local taxing authorities on account of earnings on Trust
assets, the Company shall pay such taxes.

(j)   To  maintain records reflecting all receipts and payments under  this
Trust  and  such other records as the Committee specifies and  the  Trustee
agrees  to, which records may be audited from time to time by the Committee
or anyone named by the Committee.

(k)  To report to the Committee as of each Plan Year end, and at such other
times  as  the Committee may request, the then net worth of the Trust  Fund
(that  is,  the  fair market value of all assets held in  the  Trust,  less
liabilities  known to the Trustee, other than liabilities  to  Participants
and  amounts payable from the Trust Fund to creditors who are not  entitled
to benefits under the Plans), determined (i) in the case of assets that are
actively  traded on an established market and other assets with  a  readily
ascertainable fair market value, on the basis of such data and  information
as the Trustee considers reliable and (ii) in the case of assets without  a
readily ascertainable fair market value, as directed by the Committee or an
Investment Manager.

(l)   To furnish periodic accounts to the Committee for such periods as the
Committee  may  specify, showing all investments, receipts,  disbursements,
and other transactions involving the Trust Fund during the applicable
period and the assets of the Trust Fund held at the end of that Plan Year.

(m)   To  furnish  the  Company  with such  information  in  the  Trustee's
possession as the Company may need for tax or other purposes.  The  Company
shall  pay,  prepare, file, and furnish all federal, state, and  local  tax
deposits,  returns,  and  reports required  by  any  government  agency  or
authority.

(n)   Prior to a Change in Control, with the prior written consent  of  the
Company,  to employ agents, attorneys, accountants, and other persons  (who
also may be employed by the Company, the Committee, or others), to delegate
discretionary  powers  to  such  persons,  and  to  reasonably  rely   upon
information and advice furnished by such persons; provided that  each  such
delegation  and  the  acceptance thereof by each such person  shall  be  in
writing;  and  provided  further that the  Trustee  may  not  delegate  its
responsibilities as to the management or control of the assets of the Trust
Fund.   Following a Change in Control, the Trustee shall have  this  right,
without the prior written consent of the Company.

(o)   To  perform  all  other  acts which in  the  Trustee's  judgment  are
appropriate for the proper management, investment, and distribution of  the
Trust  Fund to the extent such duties have not been assigned to  others  as
provided herein.

(p)   The  Trustee may invest in securities (including stock or  rights  to
acquire stock) or obligations issued by the Company.  All rights associated
with  assets of the Trust shall be exercised by the Trustee or  the  person
designated by the Trustee, and shall in no event be exercisable by or  rest
with Participants.

Prior  to  a  Change in Control, the Company shall have the right,  at  any
time, and from time to time in its sole discretion, to substitute assets of
equal  fair  market value for any asset held by the Trust.  This  right  is
exercisable by the Company in a nonfiduciary capacity without the  approval
or consent of any person in a fiduciary capacity.

5.3.  Collective Investment Trusts.  The Trustee (or, if so authorized, any
Investment Manager appointed pursuant to Section 6.2) may invest  any  part
or  all  of the Trust assets for which it has investment responsibility  in
any  common, collective, or commingled trust fund or pooled investment fund
that  is  maintained by a bank or trust company (including a bank or  trust
company  acting  as Trustee) provided such investments are consistent  with
applicable  investment requirements and guidelines so  established  by  the
Committee  pursuant to Section 6.1 herein.  To the extent  that  any  Trust
assets are invested in any such fund, the provisions of the documents under
which   such  common,  collective,  or  commingled  trust  fund  or  pooled
investment fund are maintained shall govern any investment therein.

5.4.  Accounting.  The Trustee shall keep accurate and detailed records  of
all   deposits,  investments,  receipts,  disbursements,  and   all   other
transactions required to be made, including such specific records as  shall
be agreed upon in writing between the Company and the Trustee within forty-
five  (45)  calendar days following the close of each  Plan  Year  and,  if
applicable,  within  forty-five (45) calendar days  after  the  removal  or
resignation  of the Trustee.  The Trustee shall deliver to  the  Company  a
written account of its administration of the Trust during such Plan Year or
during  the  period from the close of the last preceding Plan Year  to  the
date   of   such  removal  or  resignation  setting  forth  all   deposits,
investments,  receipts, disbursements, and other transactions  effected  by
it, including a description of all securities and investments purchased and
sold  with  the  cost or net proceeds of such purchases or  sales  (accrued
interest paid or receivable being shown separately), and showing all  cash,
securities,  and other property held in the Trust at the end of  such  Plan
Year or as of the date of such removal or resignation, as the case may  be.
The  Trustee shall be entitled to hold and to commingle the assets  of  the
Trust  in  one  fund for investment purposes but at the  direction  of  the
Company prior to a Change in Control, the Trustee shall create one or  more
subaccounts.   All  such  accounts, books, and records  shall  be  open  to
inspection and audit at all reasonable times by the Company.

5.5.   Common  Fund.  The Trustee shall not be required  to  make  separate
investments of the Trust Fund for the accounts of each Participant  in  the
absence  of such direction by the Committee, and may administer and  invest
the  deposits made to the Trust by the Company as to the Plans as one Trust
Fund.   The  Trustee  also  shall  not be required  to  make  any  separate
investments  of the Trust Fund for the account of any general  creditor  of
the  Company  prior  to  receipt of directions to  make  payments  to  such
creditor in accordance with Section 3.2.

5.6.   Compensation and Expenses.  Reasonable compensation as may be agreed
upon  from  time  to time between the Committee and the  Trustee,  and  all
expenses  (except  those  specifically  described  in  the  next  sentence)
reasonably  incurred by the Trustee and the Committee in the administration
of  this  Trust,  including compensation to agents,  actuaries,  attorneys,
accountants, and other persons employed by the Trustee or the Committee, as
certified  by them, shall be paid by the Company directly.  To  the  extent
such  compensation and expenses are not paid by the Company  within  ninety
(90)  calendar days of delivery of an invoice for same by the Trustee,  the
Trustee  may  pay  such  compensation and expenses  from  the  Trust  Fund.
Expenses  solely  attributable to investment of the  Trust  Fund  (such  as
investment manager fees, load or other commission fees, brokerage, postage,
express or insurance charges, and stock transfer stamps expenses) shall  be
paid from the Trust Fund to the extent not paid directly by the Company.

5.7.   Insurance.   The Trustee shall have, without exclusion,  all  powers
conferred  on  trustees  by  applicable  law,  unless  expressly   provided
otherwise herein; provided, however, that if an insurance policy is held as
an  asset  of  the Trust, unless specifically directed by the Committee  in
writing,  the  Trustee  shall have no power to name a  beneficiary  of  the
policy  other  than  the  Trust, to assign the  policy  (as  distinct  from
conversion  of  the policy to a different form) other than to  a  successor
Trustee,  or  to  loan to any person the proceeds of any borrowing  against
such policy.

5.8.   Carrying on a Business.  Notwithstanding any powers granted  to  the
Trustee pursuant to this Trust or to applicable law, the Trustee shall  not
have  any power that could give this Trust the objective of carrying  on  a
business  and  dividing the gains therefrom within the meaning  of  Section
301.7701-2  of  the  Procedure and Administrative  Regulations  promulgated
pursuant to the Internal Revenue Code.

Article 6. Investment Funds and Investment Managers
6.1.  Investment Funds.  Prior to a Change in Control, the Committee or its
agent  may  direct the Trustee to establish one or more separate investment
accounts  within  the Trust Fund, each separate account  being  hereinafter
referred  to  as  an  Investment Fund.  Except as otherwise  provided,  the
Trustee  shall  transfer to each such Investment Fund such portion  of  the
assets  of the Trust Fund as the Committee directs from time to time  prior
to  a Change in Control, in accordance with the specific provisions of  the
Plans.

Prior to a Change in Control, the Committee or its agent may establish, for
the  direction  of  the Trustee, guidelines, objectives,  and  restrictions
regarding  the  investment of Trust assets or may direct the  Trustee  with
respect  to  the purchase of specific assets within the separate  accounts.
The  Trustee  shall be under no duty to question, and shall not  incur  any
liability  on account of following, any direction of the Committee  or  its
agent prior to a Change in Control.  The Trustee shall be under no duty  to
review the investment guidelines, objectives, and restrictions established,
or  the  specific  investment directions given by  the  Committee  for  any
Investment  Fund.  The Trustee shall have no responsibility for  investment
elections conveyed to it by the Committee or its agent and shall  incur  no
liability  on  account  of  investing the  assets  of  the  Trust  Fund  in
accordance with such directions.

All interest, dividends, and other income received with respect to, and any
proceeds received from the sale or other disposition of securities or other
property held in, an Investment Fund shall be credited to and reinstated in
such  Investment Fund.  All expenses of the Trust Fund which are  allocable
to  a  particular Investment Fund shall be so allocated and charged.  Prior
to  a  Change  in Control and subject to the provisions of  the  Plan,  the
Committee may direct the Trustee to eliminate an Investment Fund or  Funds,
and  the  Trustee shall thereupon dispose of the assets of such  Investment
Fund and reinvest the proceeds thereof in accordance with the directions of
the Committee.

After the occurrence of a Change in Control, the Committee shall have  none
of the powers specified above in this Section 6.1.

The  Committee shall certify, at the request of the Trustee, the  value  of
any  securities  or other property held in any Investment  Fund,  and  such
certification  shall  be  regarded  as a  direction  with  regard  to  such
valuation.   The Trustee shall be entitled to conclusively rely  upon  such
valuation  for all purposes under this Trust.  The Trustee shall  have  the
right  to  request  that  some part or all of the directions  made  by  the
Committee be in writing and shall assume no liability hereunder for failure
to act pursuant to directions which fail to conform to such request.

6.2.  Investment Managers.  Prior to a Change in Control the Committee, and
after  a  Change  in  Control the Trustee, from time to time,  may  appoint
and/or dismiss one or more independent Investment Managers, pursuant  to  a
written investment management agreement describing the powers and duties of
the Investment Manager, to direct the investment and reinvestment of all or
a  portion of the Trust Fund or an Investment Fund (hereinafter referred to
as an Investment Account).

The  Committee  shall  furnish  the Trustee  with  written  notice  of  the
appointment of each Investment Manager hereunder, and of the termination of
any  such  appointment.  Such notice shall specify the assets  which  shall
constitute the Investment Account.  The Trustee shall be fully protected in
relying  upon  the  effectiveness of such appointment  and  the  Investment
Manager's  continuing satisfaction of the requirements  set  forth  in  the
investment management agreement until it receives written notice  from  the
Committee to the contrary.

The  Committee shall provide each Investment Manager appointed with respect
to an Investment Fund with the investment guidelines for that fund and with
any  modifications in such investment guidelines made from  time  to  time.
Notwithstanding the fact that an Investment Manager may be  appointed  with
responsibility for the management of an Investment Fund, the Trustee  shall
have the responsibility for the investment of cash balances held by it from
time  to  time  as  a  part  of such Investment  Fund  in  short-term  cash
equivalents  (such  as  short-term commercial paper,  treasury  bills,  and
similar  securities, and for this purpose, the Trustee may  invest  in  any
appropriate common, commingled, or collective short-term investment  fund).
In  addition, the Trustee shall have the power, right, and duty to sell any
such  short-term  investments  as  may  be  necessary  to  carry  out   the
instructions  of the Investment Manager with respect to the  investment  of
the Investment Fund.

The  Trustee shall conclusively presume that each Investment Manager, under
its  investment management agreement, is entitled to act, in directing  the
investment  and  reinvestment of the Investment Account  for  which  it  is
responsible, in its sole and independent discretion and without limitation,
except  for any limitations which from time to time the Committee  and  the
Trustee  agree (in writing) shall modify the scope of such authority.   The
Trustee shall have no liability:

(a)  For the acts or omissions of any Investment Manager or Managers;

(b)   For  following  directions, including  investment  directions  of  an
Investment  Manager  or the Committee, which are given in  accordance  with
this Trust; or

(c)  For any loss of any kind which may result by reason of errors made  by
the  Investment Manager or the Committee in the division of the Trust  Fund
or Investment Fund into Investment Accounts.

An  Investment  Manager shall certify, at the request of the  Trustee,  the
value  of  any securities or other property held in any Investment  Account
managed  by  such  Investment  Manager, and  such  certification  shall  be
regarded  as a direction with regard to such valuation.  The Trustee  shall
be entitled to conclusively rely upon such valuation for all purposes under
this Trust.  The Trustee shall have the right to request that some part  or
all of the directions made by an Investment Manager be in writing and shall
assume  no  liability hereunder for failure to act pursuant  to  directions
which fail to conform to such request.

Article 7.  Resignation or Removal of Trustee
7.1.   Resignation or Removal of Trustee.  The Trustee may  resign  at  any
time  by  giving  thirty (30) calendar days' prior written  notice  to  the
Committee and the Investment Managers.  The Company may remove a Trustee by
giving  thirty (30) calendar days' prior written notice to the Trustee  and
the  Investment  Managers  provided that  such  removal  shall  not  become
effective  until  the  time  immediately preceding  the  appointment  of  a
successor Trustee pursuant to Section 7.2. Also, the Company may not remove
the Trustee for at least two (2) years following the occurrence of a Change
in  Control, unless a majority of Participants approve in writing  of  such
removal.

7.2.  Successor Trustee.  In the event of the resignation or removal of the
Trustee,  a  Successor Trustee, which or the parent of which has  a  market
capitalization of at least $100,000,000, shall be appointed by the  Company
in  writing  as  soon as practicable.  Written notice of  such  appointment
shall  be  given by the Company to the Trustee that is resigning  or  being
removed (the "Predecessor Trustee") and the Investment Managers.

7.3.   Duties  of  Predecessor  Trustee and Successor  Trustee.   Upon  the
appointment of a Successor Trustee, the Predecessor Trustee shall  transfer
and  deliver  the assets of the Trust Fund to such Successor Trustee  after
reserving such reasonable amounts as it shall deem necessary to provide for
any  expenses,  fees,  or taxes then or thereafter chargeable  against  the
Trust  Fund.  A Predecessor Trustee shall promptly furnish to the Committee
and  the  Successor  Trustee a final account of its administration  of  the
Trust.   A  Successor Trustee shall succeed to the right and title  of  the
Predecessor  Trustee  in the assets of the Trust Fund and  the  Predecessor
Trustee  shall  deliver  the property comprising  the  Trust  Fund  to  the
Successor  Trustee  together with any instruments of transfer,  conveyance,
assignment, and further assurances as the Successor Trustee may  reasonably
require.   Each  Successor Trustee shall have all the powers,  rights,  and
duties conferred by this Trust as if named the initial Trustee.  Subject to
applicable law, no Successor Trustee shall be personally liable for any act
or failure to act of a Predecessor Trustee.

Article 8. Amendment, Division or Termination
8.1.  Amendment.

(a)   This  Trust may not be altered or amended in any substantive  respect
(including  changing  the irrevocable nature of the Trust  as  provided  in
Section 1.2 herein), or revoked or terminated by the Company in whole or in
part,  without  the express written consent of all Participants;  provided,
however,  that  the Trust may be amended by written agreement  between  the
Company  and  the  Trustee,  as may be necessary,  to  make  nonsubstantive
changes  which  have no effect upon the irrevocability of  the  Trust,  the
amount of any Participant's benefits, the time of receipt of benefits,  the
identity  of any recipient of benefits, or the reversion of any  assets  to
the  Company  prior  to  the Trustee's satisfaction of  all  the  Trustee's
obligations hereunder.

(b)   The  duties and liabilities of the Committee, the Trustee,  and  each
Investment Manager under this Trust cannot be changed without their written
consent.

8.2.   Division  of  Trust.  The Committee may direct a separation  of  the
Accounts of certain Participants under the Plans and the transfer  of  such
Accounts to another plan.  If such action is directed, the Committee  shall
cause  to  be  determined and shall direct the Trustee to  set  apart  that
portion  of  the  assets held under the Trust that is attributable  to  the
Accounts  of such Participants as are designated in such direction  by  the
Committee.   The portion of the assets held under the Trust  so  set  apart
shall, as directed by the Committee, either (a) continue to be held by  the
Trustee under such other plan for the benefit of such Participants, or  (b)
be  transferred  directly  to the trustee of a separate  trust  established
under  such  other  plan  and  held  in  trust  for  the  benefit  of  such
Participants pursuant to the terms of such other plan.

8.3.  Termination.
(a)   All  the rights, titles, powers, duties, descriptions, and immunities
imposed  on  or  reserved to the Trustee, the Company, the  Committee,  the
Board  of  Directors, and any Investment Managers shall continue in  effect
with  respect to the Trust until all benefits payable to Participants under
the  Plans  have  been  paid and all assets have been  distributed  by  the
Trustee under the Trust and the Plans.

(b)  The Trust shall not terminate until the date on which Participants are
no  longer  entitled to benefits pursuant to the terms of the Plans.   Upon
termination  of  this  Trust,  the Trustee shall  reserve  such  reasonable
amounts as it may deem necessary to provide for the payment of expenses  or
fees then or thereafter chargeable to the Trust Fund.  Upon termination  of
this  Trust, the Trustee shall continue to have such of the powers provided
in  the Trust as are necessary or desirable for the orderly liquidation and
distribution of the Trust Fund.  Upon termination of the Trust, any  assets
remaining in the Trust shall be returned to Company.

(c)   Notwithstanding anything in this Trust to the contrary, in the  event
that  there  is a final determination by a court of competent  jurisdiction
that  one or more Participants are taxable on the amounts in their Accounts
prior  to  distribution of such amounts to them, the Committee  may  direct
that the affected Plans be terminated and that the Account balances of  all
affected Participants be distributed to them by the Trustee.

Article 9. Liability and Indemnification
9.1.  Liabilities Mutually Exclusive.  To the extent permitted by law,  the
Company, the Trustee, the Committee, the Board of Directors and each member
thereof, and each Investment Manager shall be responsible only for  its  or
their own acts or omissions.

9.2.   Indemnification.  The Company hereby agrees to  indemnify  and  hold
harmless  the  Trustee  from and against any losses, damages,  liabilities,
claims, costs, or expenses (including reasonable attorneys' fees) which the
Trustee  may incur except by reason of the Trustee's negligence or  willful
misconduct.   In  making  any distributions and  taking  any  other  action
hereunder,  the  Trustee  may rely upon and shall  be  fully  protected  in
relying  upon  any notice, certificate, or other paper or written  document
provided  by  the Company or the Committee and reasonably  believed  to  be
genuine.

9.3.   Trustee's Actions Conclusive.  Except as otherwise provided by  law,
the  Trustee's exercise or nonexercise of its powers and discretion in good
faith  shall be conclusive on all persons.  No one shall be obliged to  see
to  the application of any money paid or property delivered to the Trustee.
The  certificate of the Trustee that it is acting in accordance  with  this
Trust will fully protect all persons dealing with the Trustee.  If there is
a  disagreement between the Trustee and anyone as to any act or transaction
reported  in  any  accounting,  the Trustee  shall  have  the  right  to  a
settlement of its account by any court having jurisdiction over the Trust.

 Article 10. Miscellaneous
10.1.   Severability.  Any provision of this Trust prohibited by law  shall
be  ineffective to the extent of any such prohibition, without invalidating
the remaining provisions hereof.

10.2.   Nonalienation.  Benefits payable to Participants under  this  Trust
may  not  be anticipated, assigned (either at law or in equity), alienated,
pledged,   encumbered  or  subjected  to  attachment,  garnishment,   levy,
execution, or other legal or equitable process.

10.3.   Governing  Law.  This Trust shall be governed by and  construed  in
accordance  with  the  laws of the state of Illinois,  to  the  extent  not
preempted by federal law.

10.4.   Evidence.  Evidence required of anyone under this  Trust  shall  be
signed,  made, or presented by the proper party or parties and  may  be  by
certificate,  affidavit, document, or other information  which  the  person
acting on it considers pertinent and reliable.

10.5.   Wavier  of  Notice.  Any notice required under this  Trust  may  be
waived by the person entitled to such notice.

10.6.   Counterparts.  This Trust and any amendments hereto may be executed
in  two  or more counterparts, any one of which will be an original without
reference to the others.

10.7.   Gender and Number.  Except when otherwise indicated by the context,
words  denoting  the  masculine  gender shall  include  the  feminine,  the
singular  shall  include  the  plural, and the  plural  shall  include  the
singular.

10.8.   Scope  of  this Trust.  This Trust will be binding on  all  persons
entitled  to  benefits  hereunder  and their  respective  heirs  and  legal
representatives, and upon the Company, the Committee, the Trustee, and  any
Investment Managers and their successors and assigns.

10.9.  Statutory References.  Any references in this Trust to a section  of
the  Internal Revenue Code shall include any comparable section or sections
of  any  future  legislation that amends, supplements, or  supersedes  that
section.

10.10.   Merger  of  Trustee.  If the Trustee at any time acting  hereunder
shall   be   merged  or  consolidated  with,  or  shall  sell  or  transfer
substantially all of its assets and business to another corporation,  state
or  federal, or shall be in any manner reorganized or reincorporated,  then
the  corporation resulting therefrom, or the corporation to which such sale
or  transfer  shall be made, shall be deemed to be the Trustee then  acting
hereunder.

10.11.   Headings.  The headings contained herein are inserted  only  as  a
matter  of  convenience  and for reference and in  no  way  define,  limit,
enlarge  or describe the scope or intent of the Trust and in no  way  shall
affect the Trust or the construction of any provision thereof.

10.12.  Change in Control.  For purposes of this Trust, "Change in Control"
shall be deemed to have occurred upon the first to occur of the following:

(a)        the acquisition by any individual, entity or group (a "Person"),
including  any "person" within the meaning of Section 13(d)(3) or  14(d)(2)
of the Exchange Act, of beneficial ownership within the meaning of Rule 13d-
3 promulgated under the Exchange Act, of 15% or more of either (i) the then
outstanding shares of common stock of the Company (the "Outstanding  Common
Stock")  or  (ii)  the  combined  voting  power  of  the  then  outstanding
securities  of  the Company entitled to vote generally in the  election  of
directors  (the "Outstanding Voting Securities"); excluding,  however,  the
following:   (A)  any acquisition directly from the Company (excluding  any
acquisition  resulting  from  the exercise of an  exercise,  conversion  or
exchange  privilege  unless the security being so exercised,  converted  or
exchanged was acquired directly from the Company),  (B) any acquisition  by
the  Company, (C) any acquisition by an employee benefit plan  (or  related
trust) sponsored or maintained by the Company or any corporation controlled
by  the  Company or (D) any acquisition by any corporation  pursuant  to  a
transaction  which complies with clauses (i), (ii) and (iii) of  subsection
(c) of this Section 10.12.

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

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

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

For  purposes  of  this  definition, the  term  "Exchange  Act"  means  the
Securities  Exchange  Act of 1934, as amended from time  to  time,  or  any
successor act thereto.

IN  WITNESS WHEREOF, the Company and the Trustee have caused this Trust  to
be  executed  on  their behalf and their respective seals  to  be  hereunto
affixed   and   attested  by  their  respective  officers  thereunto   duly
authorized, as of the day and year first above written.

IMC Global Inc.                  Marshall & Ilsley Trust Company

By:                              By:

Name:                            Name:

Its:                             Its: