IMC GLOBAL INC.
                     1996 LONG-TERM INCENTIVE PLAN


                           I.  Introduction

1.1   Purpose.  The 1996 Long-Term Incentive Plan (the "Plan") of  IMC
Global Inc. (the "Company") is intended to operate in conjunction with
the IMC Global Inc. 1988 Stock Option and Award Plan to provide long-
term incentives to officers and other key employees of the Company and
its subsidiaries and thereby advance the interests of the Company by
attracting and retaining officers and other key employees and
motivating such persons to act in the long-term best interests of the
Company's stockholders.

1.2  Certain Definitions.

     "Board" shall mean the Board of Directors of the Company.

     "Business Unit" shall mean a subsidiary, division, joint venture
or other unit of the Company's business which is designated as such by
the Committee.

     "Change in Control" shall have the meaning set forth in Section
3.6(b).

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

     "Committee" shall mean the Committee designated by the Board,
consisting of two or more members of the Board, each of whom shall be
(i) a "Non-Employee Director" within the meaning of Rule 16b-3 under
the Exchange Act and (ii) an "outside director" within the meaning of
Section 162(m) of the Code, subject to any transition rules applicable
to the definition of outside director.

     "Common Stock" shall mean the common stock, $1.00 par value, of
the Company.

     "Company" has the meaning specified in Section 1.1.

     "Economic Profit" shall have the meaning specified in Section
2.2(b).

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

     "Fair Market Value" shall mean the mean between the highest and
lowest prices at which the Common Stock is traded on the date on which
such value is being determined, as reflected on the consolidated tape
of New York Stock Exchange issues, or if such date is not a trading
day, on the first trading day preceding such date.  If there are no
such sales of Common Stock on the date on which such value is being
determined (or on the first trading day preceding such date, if
applicable) the mean between the bid and the asked prices as reflected
on the consolidated tape of New York Stock Exchange issues at the close
of the market on such date shall be deemed to be the fair market value
of the Common Stock.

     "Incumbent Board" shall have the meaning set forth in Section
3.6(b)(2) hereof.

     "Performance Award" shall mean a right, contingent upon the
attainment of specified Performance Measures within a specified
Performance Period, to receive payment in cash or in shares of Common
Stock of a specified amount.

     "Performance Measures" shall mean the criteria and objectives,
established by the Committee, which shall be satisfied or met during
the applicable Performance Period as a condition to the holder's
receipt of the payment with respect to a Performance Award.  Such
criteria and objectives shall be based on the Economic Profit of a
Business Unit and/or of the Company as a whole.  If the Committee
desires that compensation payable pursuant to any award subject to
Performance Measures be "qualified performance-based compensation"
within the meaning of Section 162(m) of the Code, the Performance
Measures (i) shall be established by the Committee no later than 90
days after the beginning of the Performance Period (or such other time
designated by the Internal Revenue Service) and (ii) shall satisfy all
other applicable requirements imposed under Treasury Regulations
promulgated under Section 162(m) of the Code, including the requirement
that such Performance Measures be stated in terms of an objective
formula or standard.

     "Performance Period" shall mean the period determined under
Section 2.2(c)during which the Performance Measures applicable to a
Performance Award shall be measured.

     "Subsidiary" shall have the meaning set forth in Section 1.4.

     "Tax Date" shall have the meaning set forth in Section 3.4.

1.3  Administration.  This Plan shall be administered by the Committee.
The Committee shall, subject to the terms of this Plan, select eligible
persons for participation in this Plan and determine the form, amount
and timing of each award to such persons, the time and conditions of
payment of the award and all other terms and conditions of the award.
The Committee may, in its sole discretion and for any reason at any
time, subject to the requirements imposed under Section 162(m) of the
Code and regulations promulgated thereunder in the case of an award
intended to be qualified performance-based compensation, take action
such that all or a portion of the Performance Period applicable to any
outstanding Performance Award shall lapse, and the Performance Measures
applicable to any outstanding Performance Award shall be deemed to be
satisfied at the maximum or any other level.  The Committee shall,
subject to the terms of this Plan, interpret this Plan and the
application thereof, establish rules and regulations it deems necessary
or desirable for the administration of this Plan and may impose,
incidental to the grant of an award, conditions with respect to the
award, such as limiting competitive employment or other activities.
All such interpretations, rules, regulations and conditions shall be
final, binding and conclusive.

     The Committee may delegate some or all of its power and authority
hereunder to the Chief Executive Officer (the "CEO") or such other
executive officer of the Company as the Committee deems appropriate;
provided, however, that the Committee may not delegate its power and
authority with regard to (i) the grant of an award to any person who is
a "covered employee" within the meaning of Section 162(m) of the Code
or who, in the Committee's judgment, is likely to be a covered employee
at any time during the period an award hereunder to such employee would
be outstanding or (ii) the selection for participation in this Plan of
an officer or other person subject to Section 16 of the Exchange Act or
decisions concerning the timing or amount of an award to such an
officer or other person.

     A majority of the Committee shall constitute a quorum.  The acts
of the Committee shall be either (i) acts of a majority of the members
of the Committee present at any meeting at which a quorum is present or
(ii) acts approved in writing by all of the members of the Committee
without a meeting.

1.4  Eligibility.  Participants in this Plan shall consist of such
officers and other key employees of the Company, and its subsidiaries
(individually a "Subsidiary" and collectively the "Subsidiaries"),
including IMC-Agrico MP, Inc., as the Committee in its sole discretion
may select from time to time.  For purposes of this Plan, references to
employment by the Company shall also mean employment by a Subsidiary.
The Committee's selection of a person to participate in this Plan at
any time shall not require the Committee to select such person to
participate in this Plan at any other time.

                        II.  Performance Awards

2.1  Performance Awards.  The Committee may, in its discretion, grant
Performance Awards to such eligible persons as may be selected by the
Committee.

2.2  Terms of Performance Awards.  Performance Awards shall be subject
to the following terms and conditions and shall contain such additional
terms and conditions, not inconsistent with the terms of this Plan, as
the Committee shall deem advisable.

     (a)  Amount of Performance Award.  The amount of a Performance
Award shall be determined by the Committee; provided, however, that the
maximum amount that may be paid to any individual under any Performance
Award for any Performance Period shall not exceed $3,000,000, adjusted
for increases in the Consumer Price Index between July 1, 1996 and the
beginning of the Performance Period.

     (b)  Performance Measures.  The Performance Measures applicable to
a Performance Award  shall be determined by the Committee based upon
the achievement during the applicable Performance Period of the
Economic Profit goals established by the Committee for the Business
Unit in which the holder of the Performance Award is employed and/or
for the Company as a whole.

     Economic Profit means "After-Tax Cash Flow" (defined below)
divided by "Capital Employed" (defined below).

     "After-Tax Cash Flow" means earnings before interest, taxes,
depreciation, depletion and amortization ("EBITDA") less cash taxes
(i.e. provision for income taxes excluding deferred taxes).
      "Capital Employed" means working capital (excluding cash, current
and deferred tax assets and liabilities and short-term debt) plus gross
fixed assets (before accumulated depreciation and depletion and
excluding joint venture step-up) and other assets (before accumulated
amortization of goodwill).  Capital Employed will be calculated based
on beginning of month (or quarter) balances resulting in a 12-month (or
4-quarter) average for the year.

     (c)  Performance Periods.  In general, a Performance Period shall
be a period consisting of three consecutive fiscal years of the
Company.  The first and second Performance Periods, however, shall
consist of one and two fiscal years of the Company, respectively,
beginning with the fiscal year of the Company beginning July 1, 1996.

     (d)  Settlement of  Performance Awards.  A Performance Award  may
be settled in shares of Common Stock by means of a restricted stock
award under the terms of the IMC Global Inc. 1988 Stock Option and
Award Plan or cash or a combination thereof, as determined by the
Committee.  Prior to the settlement of a Performance Award in shares of
Common Stock, the holder of such award shall have no rights as a
stockholder of the Company with respect to the shares of Common Stock
subject to such award and shall have rights as a stockholder of the
Company in accordance with Section 3.8.

2.3  Termination of Employment or Service.  All of the terms relating
to the satisfaction of Performance Measures and the termination of the
Performance Period relating to a Performance Award, or any cancellation
or forfeiture of such Performance Award upon a termination of
employment with the Company of the holder of such Performance Award,
whether by reason of disability, retirement, death or other
termination, shall be determined by the Committee and communicated to
the recipient of  a Performance Award at the time the Performance Award
is granted.


                             III.  General

3.1  Effective Date and Term of Plan.  This Plan shall be submitted to
the stockholders of the Company for approval and, if approved by the
affirmative vote of a majority of the shares of Common Stock present in
person or represented by proxy at the 1996 annual meeting of
stockholders of the Company, shall become effective on the date of such
approval.  This Plan shall terminate ten years after its effective
date, unless terminated earlier by the Board.  Termination of this Plan
shall not affect the terms or conditions of any award granted prior to
termination.

3.2  Amendments.   The Board may amend this Plan as it shall deem
advisable, subject to any requirement of stockholder approval required
by applicable law, rule or regulation, including Section 162(m) and
Section 422 of the Code; provided, however, that no amendment shall be
made without stockholder approval if such amendment would extend the
term of this Plan.  No amendment may impair the rights of a holder of
an outstanding award without the consent of such holder.

3.3  Non-Transferability of Awards.  No award shall be transferable
other than by will, the laws of descent and distribution or pursuant to
beneficiary designation procedures approved by the Company.  Each award
may be settled during the holder's lifetime only by the holder or the
holder's legal representative or similar person.  No award may be sold,
transferred, assigned, pledged, hypothecated, encumbered or otherwise
disposed of (whether by operation of law or otherwise) or be subject to
execution, attachment or similar process.  Upon any attempt to so sell,
transfer, assign, pledge, hypothecate, encumber or otherwise dispose of
any such award, such award and all rights thereunder shall immediately
become null and void.

3.4  Tax Withholding.  The Company shall have the right to require,
prior to the issuance or delivery of any shares of Common Stock or the
payment of any cash pursuant to an award made hereunder, payment by the
holder of such award of any Federal, state, local or other taxes which
may be required to be withheld or paid in connection with such award.
The Committee may determine that (i) the Company shall withhold whole
shares of Common Stock which would otherwise be delivered to a holder,
having an aggregate Fair Market Value determined as of the date the
obligation to withhold or pay taxes arises in connection with an award
(the "Tax Date"), or withhold an amount of cash which would otherwise
be payable to a holder, in the amount necessary to satisfy any such
obligation or (ii) the holder may satisfy any such obligation by any of
the following means:  (A) a cash payment to the Company,  (B)
authorizing the Company to withhold whole shares of Common Stock which
would otherwise be delivered having an aggregate Fair Market Value,
determined as of the Tax Date, or withhold an amount of cash which
would otherwise be payable to a holder, equal to the amount necessary
to satisfy any such obligation, (C) any combination of (A) and (B), in
each case to the extent set forth in the Agreement relating to the
award; provided, however, that the Company shall have sole discretion
to disapprove of an election pursuant to any of clauses (B) and (C) and
that in the case of a holder who is subject to Section 16 of the
Exchange Act, the Company may require that the method of satisfying
such an obligation be in compliance with Section 16 and the rules and
regulations thereunder.  Any fraction of a share of Common Stock which
would be required to satisfy such an obligation shall be disregarded
and the remaining amount due shall be paid in cash by the holder.

3.5  Adjustment.  In the event of any recapitalization, reorganization,
merger, consolidation, combination, exchange of shares, liquidation,
spin-off or other similar change in capitalization or event, or any
distribution to holders of Common Stock other than a regular cash
dividend, the number and class of securities available for the payment
of Performance Awards under this Plan shall be appropriately adjusted
by the Committee.  The decision of the Committee regarding any such
adjustment shall be final, binding and conclusive.  If any such
adjustment would result in a fractional security being available under
this Plan, such fractional security shall be disregarded.

3.6  Change in Control.

     (a) (1)  Notwithstanding any provision in this Plan, in the event
of a Change in Control, the Committee may, but shall not be required
to, make such adjustments to outstanding awards hereunder as it deems
appropriate, including, without limitation, causing the Performance
Period applicable to any outstanding Performance Award to lapse,
causing the Performance Measures applicable to any outstanding
Performance Award to be deemed to be satisfied at the minimum, target
or maximum level, or electing that each outstanding award shall be
surrendered to the Company by the holder thereof, and that each such
award shall immediately be canceled by the Company, and that the holder
shall receive, within a specified period of time from the occurrence of
the  Change in Control, a cash payment from the Company in an amount
equal to the amount payable with respect to such Performance Award if
the applicable Performance Measures were satisfied at the maximum
level.

     (b)  "Change in Control" shall mean:

     (1)  the acquisition by any individual, entity or group (a
"Person"), including any "person" within the meaning of Section
13(d)(3) or 14(d)(2) of the 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 (3) of this Section 3.6(b);

     (2)   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;

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

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

3.7  No Right of Participation or Employment.  No person shall have any
right to participate in this Plan.  Neither this Plan nor any award
made hereunder shall confer upon any person any right to continued
employment by the Company, any Subsidiary or any affiliate of the
Company or affect in any manner the right of the Company, any
Subsidiary or any affiliate of the Company to terminate the employment
of any person at any time without liability hereunder.

3.8  Rights as Stockholder.  No person shall have any right as a
stockholder of the Company with respect to any shares of Common Stock
or other equity security of the Company which is subject to an award
hereunder unless and until such person becomes a stockholder of record
with respect to such shares of Common Stock or equity security.

3.9  Governing Law.  This Plan, each award hereunder, and all
determinations made and actions taken pursuant thereto, to the extent
not otherwise governed by the Code or the laws of the United States,
shall be governed by the laws of the State of Delaware and construed in
accordance therewith without giving effect to principles of conflicts
of laws.

3.10 Foreign Employees.  Without amending this Plan, the Committee may
grant awards to eligible persons who are foreign nationals on such
terms and conditions different from those specified in this Plan as may
in the judgment of the Committee be necessary or desirable to foster
and promote achievement of the purposes of this Plan and, in
furtherance of such purposes the Committee may make such modifications,
amendments, procedures, subplans and the like as may be necessary or
advisable to comply with provisions of laws in other countries or
jurisdictions in which the Company or its Subsidiaries operates or has
employees.