Exhibit 99

**AMENDMENT TO AGREEMENT**

            This Amendment, dated as ofJune 23, 2004 (this "Amendment") to the Agreement between IMC GlobalInc., a Delaware corporation ("Parent"), and Keystone, Inc., a Texascorporation, Alpine Capital, L.P., a Texas limited partnership, and The Anne T.and Robert M. Bass Foundation, a Texas non-profit corporation (each a "SellingUnitholder" and collectively, "Selling Unitholders") dated as ofDecember 19, 2003 (the "Proxy Agreement").  All capitalized terms notdefined herein shall have the meaning as defined in the Proxy Agreement.

**            WHEREAS**, SellingUnitholders, as the beneficial owners of an aggregate of 30,732,100 unitsrepresenting limited partner interests (each, a "Partnership Unit"and collectively, the "Partnership Units") of Phosphate ResourcePartners Limited Partnership, a Delaware limited partnership (the "Partnership"),agreed pursuant to the Proxy Agreement to grant a proxy to Parent to vote thePartnership Units for approval of a Transaction Agreement and Transaction (assuch terms are defined in the Proxy Agreement) and rights to purchase thePartnership Units in an effort to consummate a Transaction; and

**            WHEREAS**, the Parties havedetermined to extend the Non-Completion Date and to make the other changes tothe Proxy Agreement as provided in this Amendment;

**            NOW, THEREFORE**, inconsideration of the foregoing premises and the representations, warranties, covenantsand agreements set forth herein, the parties hereto agree as follows:

    **I.         Amendments.**

    **1.        Non-CompletionFee.**  The text ofSection 2 "Non-Completion Fee" in the Proxy Agreement shall hereby bedeleted in its entirety and replaced with the following language:** **

**"Subject to Section 10(b)hereof, upon**theearliest to occur of (i) March 25, 2004, if the Transaction Agreement has notbeen executed and delivered on or before such date, (ii) September 15,2004, if a definitive proxy statement / prospectus, tender offer or otherapplicable disclosure document relating to the Transaction (the "TransactionDisclosure Document") has not been mailed to the unitholders of thePartnership, (iii) termination of the Transaction Agreement or (iv) October 29,2004, (such earliest date,**the "Non-CompletionFee Date"), Parent shall promptly (but in no event later than five (5) business days thereafter), elect, in its solediscretion, either (a) to pay to the Selling Unitholders an aggregatesum of $1,000,000 in cash, if permissible under applicable law and Parent'scredit agreements, or (b) to purchase from the Selling Unitholders such numberof Partnership Units having an aggregate market value on the Non-Completion FeeDate of $100.00, in exchange for the issuance by Parent to the SellingUnitholders of**the greater of (x) 105,450 Parent Shares or (y)such number of Parent Shares equal to $1,200,100, determined by dividing$1,200,100 by the Volume Weighted Average Price per Parent Share for the fivetrading days ending on and including the trading day prior to**the Non-Completion Fee Date, which ParentShares shall be allocated among the Selling Unitholders pro rata (and roundedto the nearest whole number of Parent Shares) based on each Selling Unitholder'sOwned Units, and in connection with any such issuance such SellingUnitholders agree to execute customary private placement representation lettersat such time (the cash payment and the issuance of Parent Shares referredto in clauses (a) and (b) are herein referred to as the "Non-CompletionFee")**."

   **2.        Standstill.** The text ofSection 4 "Standstill" of the Proxy Agreement shall hereby be deletedin its entirety and replaced with the following language:

"Each Selling Unitholder agrees not to, and shall cause any personor entity affiliated with such Selling Unitholder not to, directly orindirectly, without the express written consent of Parent (which may bewithheld in its sole discretion), purchase, sell or otherwise trade, or makeoffers with respect to, any debt or equity securities of Parent, Partnership orany of their affiliates (collectively, "Parent Securities")(including purchases, sales, offers or other trading in derivative instrumentsrelated to such Parent Securities) until the earlier of (a) the termination ofthis Agreement pursuant to Section 10, or (b) October 29, 2004.  Inaddition, each Selling Unitholder acknowledges that it is aware and will adviseits representatives that the United States securities laws prohibit any personor entity that has material, non-public information concerning Parent,Partnership or any affiliate thereof from purchasing or selling securities ofsuch entities (and options, warrants and rights relating thereto) and fromcommunicating such information to any other person or entity undercircumstances in which it is reasonably foreseeable that such person or entity(including, without limitation, any of such Selling Unitholder'srepresentatives) is likely to purchase or sell."

    3.        Except as set forth in this Amendment, the terms ofthe Proxy Agreement remain unchanged and in full force and effect.

**    II.       General Provisions**

**1.         EntireAgreement.**  This Amendment, the ProxyAgreement and the Registration Rights Agreement constitute the entireagreement, supersedes all prior agreements and understandings, both written andoral, among the parties with respect to the subject matter hereof  (provided,however, that the letter agreement among Parent, Partnership and Keystone, Inc.dated November 19, 2003 and the letter agreement among Parent, Partnership andAlpine Capital, L.P. dated December 19, 2003 shall remain in full force andeffect).  The terms of this Amendment shall be deemed a part of the ProxyAgreement as if set forth therein.  

**2.         GoverningLaw**.  This Agreement shall be governed by, and construed in accordancewith, the laws of the State of New York, regardless of the laws that mightotherwise govern under applicable principles of conflicts or laws thereof.

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            IN WITNESS WHEREOF, Parent and each of the SellingUnitholders have caused this Amendment to be duly executed and delivered as ofthe date first written above.

IMC GLOBALINC.

By:_____________________________Name:   J. Reid PorterTitle:     Executive Vice President,             Chief Financial Officer

 

KEYSTONE,INC.

By:_____________________________Name:    Stratton R. Heath IIITitle:      Chief Financial Officer 

 

ALPINE CAPITAL, L.P.By: Algenpar, Inc., General Partner

By:______________________________Name:    J. Taylor CrandallTitle:      President

 

THE ANNE T. AND ROBERT M. BASS FOUNDATION

By:_____________________________Name:   J. Taylor CrandallTitle:     Treasurer

 

*Return to IMC Global Inc. Form 10-Q*