EXHIBIT 10.1
 


EMPLOYMENT AGREEMENT


This Employment Agreement ("Agreement") is dated as of 
September 15, 1998 (the "Effective Date") between Douglas A. Pertz (the 
"Executive") and IMC Global Inc., a Delaware corporation (the "Company").

WHEREAS, the Company desires to employ the Executive as its 
President and Chief Operating Officer and the Executive desires to accept 
such employment upon the conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the agreements and 
covenants contained herein, the sufficiency of which is acknowledged, the 
Executive and the Company hereby agree as follows:

ARTICLE I
Employment

Section 1.01 Term.  The term of this Agreement (the "Term") 
shall commence on the Effective Date and shall terminate on the third 
anniversary of the Effective Date; provided, however, that unless (i) the 
Company gives written notice of its intent to terminate the Agreement at 
least three (3) months prior to the third anniversary of the Effective 
Date or (ii) the Executive gives notice of his intent to terminate the 
Agreement at least three (3) months prior to the third anniversary of the 
Effective Date, this Agreement shall renew automatically for an additional 
one year term and shall continue to renew automatically for additional one 
year terms unless (i) written notice of the Company's intent to terminate 
the Agreement is given at least three (3) months prior to the expiration 
of the then current term or (ii) written notice of the Executive's intent 
to terminate the Agreement is given at least three (3) months prior to the 
expiration of the then current term.

Section 1.02.  Position; Responsibilities.  The Company shall 
employ the Executive as its President and Chief Operating Officer and, if 
elected, as a member of the Company's Board of Directors (the "Board" or 
the "Board of Directors").  The Executive shall have responsibility and 
authority for the management of the Company's business units and those 
departments of the Company so designated by the Board or the Chief 
Executive Officer of the Company.  The Executive shall also perform other 
operating and administrative duties (consistent with the position of 
President and Chief Operating Officer) as the Executive may reasonably be 
expected to perform on behalf of the Company or as may from time to time 
be authorized or directed by the Board or its duly authorized designee.  
The Executive agrees to be employed by the Company in all such capacities 
subject to the covenants and conditions hereinafter set forth.

Section l.03.  Duties.  During the Term of this Agreement, the 
Executive shall perform faithfully the duties assigned to him hereunder to 
the best of his abilities and devote his full and undivided business time 
and attention to the transaction of the Company's business and not engage 
in any other business activities except with the prior written approval of 
the Board or its duly authorized designee.

ARTICLE II
Compensation

Section 2.01.  Base Salary.  As compensation for his services 
hereunder, during employment the Company shall pay the Executive salary at 
the rate of $600,000 per year, less required or authorized deductions, 
payable in installments in accordance with the Company's normal payment 
schedule for senior management of the Company.  The Executive's salary may 
be increased from time to time by the Board or its duly authorized 
designee in its sole discretion.  The Executive's annual salary in effect 
from time to time under this Section 2.01 is hereinafter called his "Base 
Salary."

Section 2.02.	Annual Bonus.  During employment, the 
Company shall provide the Executive the opportunity to earn an annual 
bonus, pursuant to the Company's Management Incentive Compensation Program 
(the "MICP") or successor annual bonus plan as in effect from time to 
time, with an annual target bonus of at least 60% of the salary earned by 
the Executive for the year.  With respect to the Executive's annual bonus 
for the Company's 1998 fiscal year, such bonus shall be at least equal to 
60% of the salary earned by the Executive for such 1998 fiscal year.  
Nothing in this Section 2.02 shall be construed as limiting the Company's 
right to revise, amend or terminate the MICP or other annual bonus plan in 
effect.

Section 2.03.	Long-Term Incentives.  During employment, 
the Company shall provide the Executive the opportunity to earn long-term 
incentive awards under the Company's 1996 Long-Term Incentive Plan (the 
"LTIP") and 1988 Stock Option and Award Plan, as amended (the "Stock 
Option Plan), or successor long-term incentive plan or plans as in effect 
from time to time.  The Executive's  annual target award under the LTIP 
will be at least equal to 80% of the Executive's salary grade midpoint.  
With respect to the Executive's LTIP award for the Company's 1998 fiscal 
year, such LTIP award shall be at least equal to 80% of the Executive's 
salary grade midpoint for 1998 ($495,000); provided, however, that such 
LTIP award shall be prorated to reflect the Executive's actual service 
during such 1998 fiscal year.  Nothing in this Section 2.03 shall be 
construed as limiting the Company's right to revise, amend or terminate 
any of the Company's LTIP, Stock Option Plan or other long-term incentive 
plans.

Section 2.04.	Retirement Benefits.  Subject to Section 
2.09, the Company shall provide the Executive with participation in the 
Company's Profit Sharing and Savings Plan, 1998 Restoration Plan and 1998 
Supplemental Executive Retirement Plan or successor qualified and 
nonqualified retirement plans in effect from time to time and provided by 
the Company to senior executive officers, subject to the participation and 
eligibility requirements of such plans.

Section 2.05.	Initial Stock Option Awards.  The Company 
will provide the Executive with an option to purchase 320,000 shares of 
common stock of the Company at a price of $18.1875 per share.  Such option 
shall vest in annual increments of one-third over the three year period 
commencing on the Executive's date of hire and shall have a ten year term.  
In addition, the Company will provide the Executive with an option to 
purchase 180,000 shares of common stock of the Company at the 
aforementioned price per share.  Such option to purchase 180,000 shares 
shall have a ten year term and shall vest in full on the fifth anniversary 
of the date of grant or, if earlier, in increments of one-third with the 
first third vesting on the date on which the fair market value of the 
Company's common stock is at least equal to $30.00 per share, the second 
third vesting on the date on which the fair market value of the Company's 
common stock is at least equal to $35.00 per share and the final third 
vesting on the date on which the fair market value of the Company's common 
stock is at least equal to $40.00 per share; provided, however, that no 
portion of such option to purchase 180,000 shares shall be exercisable 
prior to the first anniversary of the date of grant and not more than 50% 
of the total number of shares subject to the Executive's option may be 
exercised by the Executive during the one-year period beginning on the 
first anniversary of the date of grant, as provided under the Company's 
1988 Stock Option and Award Plan.  The terms and conditions of such 
options shall be governed by the Executive's individual stock option award 
agreements and the Company's 1988 Stock Option and Award Plan, as amended 
from time to time.

Section 2.06.  Other Employee Benefits.  Subject to Section 
2.09, during employment, the Executive shall be entitled to participate in 
all employee benefit plans,  including, without limitation, group medical, 
dental, short and long-term disability and life insurance.  The Executive 
shall also receive four weeks vacation and all other fringe benefits as 
are from time to time made available generally to the senior management of 
the Company.  The Executive's participation shall be in accordance with 
the terms and conditions of the various plans, programs and policies, and 
as they are modified from time to time.

Section 2.07.	Perquisites.  During employment, the Company 
also shall pay or reimburse the Executive for (i) a country club 
membership up to a maximum of $50,000 for the initiation fee and $500 per 
month in dues; (ii) his reasonable expenses up to a maximum of $7,500 per 
calendar year for financial, tax, and estate planning advice provided by 
the Ayco Company, L.P. or such other advisor chosen by the Executive; 
(iii) the cost of his annual medical examination; (iv) the purchase price 
of the automobile leased by him as of the Effective Date of this 
Agreement; and (v) his legal fees incurred in preparing this Agreement.  
Subject to Section 2.09, the Company shall provide to the Executive all 
perquisites to which other senior executive officers of the Company 
generally are entitled to receive and such other perquisites as the Board 
or the Board's designee deems appropriate.

Section 2.08.  Expense Reimbursements.  The Company shall 
reimburse the Executive for all proper expenses incurred by him in the 
performance of his duties hereunder in accordance with the policies and 
procedures established by the Board.

Section 2.09.	Right to Change Plans.  By reason of 
Sections 2.04 through  2.08,  the Company shall not be obligated to 
institute, maintain, or refrain from changing, amending or discontinuing 
any benefit plan, program, policy or any perquisite, so long as such 
changes are similarly applicable to other senior executive officers of the 
Company.

ARTICLE III
Termination of Employment

Section 3.01.	Termination.	The Executive's employment 
may be terminated as follows.  Regardless of the reason for the 
termination of employment or by whom initiated, the Executive remains 
obligated under the provisions of Article IV of this Agreement.  Upon 
termination for any reason, the Executive or his estate shall receive 
payment for any accrued but unpaid Base Salary under Section 2.01, 
vacation or bonus and any unreimbursed expenses under Section 2.08.  He 
shall also receive benefits under those plans described in Sections 2.03, 
2.04 and 2.05 as determined in accordance with the terms of the applicable 
plan and any applicable award agreement.  Unless otherwise stated in this 
Agreement or in any applicable benefit plans, the Executive shall have no 
right to salary, bonus or benefits after employment is terminated and the 
Company shall have no further obligations to the Executive.

(a)	Death:  The Executive's employment will terminate upon 
the Executive's death.  

(b)	Inability to Perform:  The Company may terminate the 
Executive's employment upon the Executive's incapacity or inability to 
perform his essential duties and responsibilities, with or without 
reasonable accommodation, for ninety (90) calendar consecutive days or 
periods aggregating ninety (90) calendar days in any twelve (12)-month 
period because of an impairment of the Executive's physical or mental 
health.   Upon such termination, the Executive shall continue to receive 
his Base Salary from the date of termination until the earlier of: (i) the 
end of the Term of the Agreement, (ii) the Executive's eligibility for 
retirement benefits under any Company retirement plans, or (iii) the 
Executive's death.  Such payments shall be made in accordance with the 
Company's regular payroll procedures and shall be reduced by any amounts 
received by the Executive pursuant to any insurance policy, plan or other 
employee benefit provided to the Executive by the Company.  

(c)	For Cause:  The Company may terminate the Executive's 
employment for Cause immediately if, in the Company's reasonable 
determination, the Executive (i) "grossly neglects" his duties; (ii) 
engages in "misconduct"; or (iii) breaches a material provision of this 
Agreement including but not limited to Article IV.  "Gross neglect" means 
the failure to perform the functions of the Executive's job or the failure 
to carry out the Board's reasonable directions with respect to material 
duties after the Executive is notified by the Board that the Executive is 
failing to perform these functions or failing to carry out the reasonable 
directions of the Board. Such notice shall specify the functions or 
directions that the Executive is failing to perform and what steps need to 
be taken to cure and shall set forth the reasonable time frame, which 
shall be at a minimum forty-five (45) days, within which to cure.  If 
Executive fails to cure within the time frame the Company may terminate 
Executive's employment by giving him thirty (30) days notice or pay in 
lieu thereof.  "Misconduct" means: embezzlement or misappropriation of 
corporate funds, or other acts of fraud, dishonesty, or self-dealing 
provided, however, that Executive shall be given notice and an opportunity 
within the next forty-five (45) days to explain his position and actions 
to the Company, which shall then make a final decision; any significant 
violation of any statutory or common law duty of loyalty to the Company; 
conviction for a felony; or any significant violation of Company policy or 
any inappropriate workplace conduct that seriously disrupts or interferes 
with Company operations; provided, however, that if the policy violation 
or inappropriate conduct can be cured, then the Executive shall be given 
written notice of the policy violation or inappropriate conduct and a 
reasonable opportunity to cure, which shall be at a minimum forty-five 
(45) days.  If the Executive fails to cure within this time frame, the 
Company may terminate Executive's employment by giving him thirty (30) 
days notice or pay in lieu thereof.

(d)	By the Company:  The Company may terminate the 
Executive's employment without cause or reason by giving the Executive 
written notice, which shall set forth the date of termination which shall 
be within ninety (90) days of the date of notice.  During any notice 
period, the Executive shall cooperate fully with the Company in achieving 
a smooth transition of the Executive's duties and responsibilities to such 
person(s) as may be designated by the Company.  Upon such termination and 
execution of a general release of all claims against the Company and other 
related entities or persons, and upon the expiration of any applicable 
revocation period and upon Executive's resignation from all positions, 
including but not limited to, as an officer or director of the Company or 
any of its subsidiaries or affiliates, the Executive shall be entitled to 
receive the following "Severance Benefits":  

1.	An amount equal to three times the Executive's then 
current Base Salary, payable in accordance with regular payroll procedures 
of the Company;

2.	An amount equal to three times the highest annual bonus 
earned under the Company's Management Incentive Compensation Program, or 
successor annual bonus plan in effect from time to time, during the three 
consecutive complete bonus years immediately preceding the date on which 
the Executive's termination of employment occurs; provided, however, that 
in the event the Executive's employment is terminated prior to December 
31, 2001, any prorated annual bonus received by the Executive shall be 
annualized and the bonus years in which the Executive's employment 
commences or terminates shall be deemed to be "complete bonus years" for 
purposes of determining the highest annual bonus earned by the Executive 
during the three consecutive complete bonus years immediately preceding 
the date on which the Executive's termination of employment occurs.

3.	An amount equal to three times the highest annual award 
earned under the Company's 1996 Long-Term Incentive Plan, or successor 
long-term incentive plan in effect from time to time, during the three 
consecutive complete LTIP years immediately preceding the date on which 
the Executive's termination of employment occurs; provided, however, that 
in the event the Executive's employment is terminated prior to December 
31, 2001, any prorated long-term incentive plan award received by the 
Executive shall be annualized and the LTIP years in which the Executive's 
employment commences or terminates shall be deemed to be "complete bonus 
years" for purposes of determining the highest annual long-term incentive 
award earned by the Executive during the three consecutive complete LTIP 
years immediately preceding the date on which the Executive's  termination 
of employment occurs.

4.	If the Executive timely and appropriately exercises his 
right to continue his coverage under the  Company's medical and dental 
plans as provided under the Consolidated Omnibus Budget Reconciliation Act 
of 1985, as amended ("COBRA"), then the Company will pay the employer 
portion (and the Executive will pay the employee portion) of the premiums 
in effect under such plans for the Executive until the earlier of:  (i) 
the expiration of the three year period following the date on which the 
Executive's termination of employment occurs and (ii) the date on which 
the Executive is no longer eligible to continue such coverage under clause 
4980B(f)(2)(B)(ii), (iii), (iv) or (v) of COBRA.  Except as provided in 
this paragraph, the Executive's continued participation and coverage under 
the group health insurance plans shall be governed by COBRA; 

5.	The Company shall continue the Executive's coverage 
under its life and disability insurance policies until the earlier of (i) 
the expiration of the three year period following the date of termination 
and (ii) the date on which the Executive becomes eligible to participate 
in and receive similar benefits under a  plan or arrangement sponsored by 
another employer or under any Company sponsored retirement plan.  
Participation shall be on the same terms and conditions as are applicable 
to active employees;

6.	The Executive's outstanding stock options shall become 
immediately exercisable as of the date of the Executive's termination of 
employment and shall remain exercisable during the two year period 
following the Executive's termination of employment (but not after the 
expiration of ten years from the date of grant); and

7.	The Executive's account balance under the Company's 1998 
Supplemental Executive Retirement Plan or successor supplemental 
retirement plan in effect shall become fully vested as of the date of the 
Executive's termination of employment.

Severance Benefits shall be subject to all applicable federal, state and 
local deductions and withholdings.  At the option of the Company, the 
present value of the Severance Benefits or balance thereof due to the 
Executive under paragraphs 3.01(d)(1), (2) or (3), determined pursuant to 
section 280G(d)(4) of the Internal Revenue Code, may be paid in a lump 
sum; provided, however, that in the event a Change in Control (as defined 
in Article V herein) of the Company occurs while the Executive is 
receiving Severance Benefits, a lump sum payment equal to the sum of the 
remaining amounts due under Sections 3.01(d)(1), (2) and (3) shall be paid 
to the Executive within thirty (30) days of such Change in Control.  The 
Company's obligation to continue Severance Benefits shall, subject to the 
rights of any "qualified beneficiary" under COBRA, cease immediately if: 
(i) the Executive has not satisfied his reasonable obligations to 
cooperate fully with a smooth transition; or (ii) the Company has grounds 
to terminate the Executive's employment immediately as specified above in 
Section 3.01 (c)(iii).  In the event the Executive dies before all 
Severance Benefits are paid to him, the remaining amounts due to him as of 
the date of his death under Sections 3.01(d)(1), (2) and (3) shall be 
reduced by the proceeds the Executive's estate receives under any life 
insurance policy with respect to which the premiums are paid by the 
Company.  The Executive understands and acknowledges that the Severance 
Benefits constitute his sole benefits upon termination.

Section 3.02.	Termination for Good Reason.  If the 
Executive reasonably believes he has "Good Reason," as defined herein, to 
terminate employment, he must give the Board written notice which sets 
forth in reasonable detail the facts and circumstances claimed to provide 
a basis for such termination and a reasonable opportunity to cure, which 
shall be at a minimum forty-five (45) days.  If the Board fails to cure 
the Good Reason within such reasonable time, the Executive may terminate 
employment by giving the Board thirty (30) days written notice of his 
intention to terminate this Agreement.  "Good Reason" means: (i) the 
permanent assignment of the Executive without his consent to duties 
inconsistent with the Executive's authorities, duties, responsibilities, 
provided, however, that an assignment of duties due to the Executive's 
incapacity, temporary or otherwise, as determined by the Board or its duly 
authorized designee, shall not trigger the Executive's right to terminate 
for Good Reason; (ii) the failure to promote the Executive to the position 
of Chief Executive Officer of the Company on or before January 1, 2000 
and/or to promote the Executive to the position of Chairman of the Board 
of Directors of the Company on or before November 1, 2000; (iii) the 
failure to elect the Executive as a member of the Board of Directors of 
the Company on or before the next regularly scheduled meeting of the Board 
of Directors of the Company following the Effective Date of this Agreement 
or to retain the Executive as a member of the Board of Directors of the 
Company; or (iv) a change, without the Executive's consent, in the 
Executive's primary employment location to a location that is more than 50 
miles from the primary location of the Executive's employment as in effect 
immediately prior to the Effective Date.  Upon such termination and 
execution of a general release of all claims against the Company and other 
related entities and persons, and upon the expiration of any applicable 
revocation period, the Executive shall receive the Severance Benefits 
provided in Section 3.01(d) herein, subject to the terms, conditions and 
limitations stated therein.

Section 3.03.	Termination at Expiration of Agreement.  If 
the Executive's employment is terminated at the expiration of this 
Agreement as provided in Section 1.01, the Executive shall be entitled to 
receive the Severance Benefits described above in Section 3.01(d)(1)-(7); 
provided, however, that wherever the word "three" appears in Section 3.01, 
it shall be replaced with the word "two."

ARTICLE IV
Exclusivity of Services and Confidential/Proprietary Information

Section 4.01.	Exclusivity of Services.  Executive 
acknowledges that during his employment with the Company he has developed, 
acquired, and had access to and will develop, acquire and have access to 
trade secrets or other proprietary or confidential information belonging 
to the Company and that such information gives the Company a substantial 
business advantage over others who do not have such information.  
Accordingly, the Executive agrees to the following obligations that he 
acknowledges to be reasonably designed to protect the Company's legitimate 
business interests without unnecessarily or unreasonably restricting his 
post-employment opportunities:

(a)	during employment and for the period during which the 
Executive is receiving Severance Benefits under Section 3.01, 3.02, or 
3.03 he will not engage or assist others in engaging in competition with 
the Company, directly or indirectly, whether as an employer, proprietor, 
partner, stockholder (other than the holder of less than 5% of the stock 
of a corporation the securities of which are traded on a national 
securities exchange or in the over-the-counter market), director, officer, 
employee, consultant, agent, or otherwise, in the business of producing 
and distributing potash, phosphate, animal feed ingredients or salt or any 
other significant business in which the Company is engaged or is preparing 
to engage in at the time of termination;

(b)	during employment and for the period during which the 
Executive is receiving Severance Benefits under Section 3.01, 3.02, or 
3.03 he will not solicit, in competition with the Company, directly or 
indirectly, any person who is a client, customer or prospect (as such 
terms are defined below) (including, without limitation, purchasers of the 
Company's products) for the purpose of performing services and/or 
providing goods and services of the kind performed and/or provided by the 
Company in the business of producing and distributing potash, phosphate, 
animal feed ingredients or salt or any other significant business in which 
the Company is engaged or is preparing to engage in at the time of 
termination;

(c)	during employment and for the period during which the 
Executive is receiving Severance Benefits under Section 3.01, 3.02, or 
3.03 he will not induce or persuade or attempt to induce or persuade any 
employee or agent of the Company to terminate his or her employment, 
agency, or other relationship with the Company in order to enter into any 
employment agency or other relationship in competition with the Company;

(d)	the covenants contained in this Article IV(a) shall 
apply within any jurisdiction of North America, it being understood that 
the geographic scope of the business and strategic plans of the Company 
extend throughout North America and are not limited to any particular 
region thereof and that such business may be engaged in effectively from 
any location in such area; and

(e)	as used herein, the terms "client," "customer" and 
"prospect" shall be defined as any client, customer or prospect of any 
business in which the Company is or has been substantially engaged within 
the one year period prior to the Executive's termination of employment (a) 
to which or to whom the Executive submitted or assisted in the submission 
of a presentation or proposal of any kind on behalf of the Company; (b) 
with which or with whom the Executive had substantial contact relating to 
the business of the Company; or (c) about which or about whom the 
Executive acquired substantial confidential or other information as a 
result of or in connection with the Executive's employment, at any time 
during the one year period preceding the Executive's termination of 
employment for any reason.

Notwithstanding the foregoing, if the Company consents in writing, it 
shall not be a violation of this Article IV(a) for the Executive to engage 
in conduct otherwise prohibited by this Section.

Section 4.02.	Confidential/Proprietary Information.  The 
Executive agrees that he will not at any time during employment or 
thereafter for the longest time permitted by applicable law, use, 
disclose, or take any action which may result in the use or disclosure of 
any trade secrets or other proprietary or confidential information of the 
Company, except to the extent that the Company may specifically authorize 
in writing. This obligation shall not apply when and to the extent that 
any trade secret, proprietary or confidential information of the Company 
becomes publicly available other than due to the Executive's act or 
omission.  In connection with this Article IV, the Executive has executed 
and shall abide by the terms of the separate agreement attached hereto as 
Exhibit A.

Section 4.03.	Return of Company Property.  The Executive 
agrees that upon termination of his employment he will immediately 
surrender and return to the Company all records and other documents 
obtained by him, entrusted to him, or otherwise in his possession or 
control during the course of his employment by the Company, together with 
all copies thereof; provided, however, that  subject to Company review and 
authorization, the Executive may retain copies of such documents as 
necessary for the Executive's personal records for federal income tax 
purposes.

Section 4.04.	Remedies.  

(a)	The Executive acknowledges that his breach of this 
Article IV will result in immediate and irreparable harm to the Company's 
business interests, for which damages cannot be calculated easily and for 
which damages are an inadequate full remedy.  Accordingly, and without 
limiting the right of the Company to pursue all other legal or equitable 
remedies available for the violation by the Executive of the covenants 
contained in this Article IV, it is expressly agreed that remedies other 
than injunctive relief cannot fully compensate the Company for the 
irreparable injury that the Company could suffer due to any such 
violation, threatened violation or continuing violation and that the 
Company shall be entitled to injunctive relief, without the necessity of 
proving actual monetary loss, to prevent any such violation, threatened 
violation or continuing violation thereof.

(b)	The Executive acknowledges that the provisions contained 
in this Article IV are reasonable and necessary because of the substantial 
harm that would be caused to the Company by the Executive engaging in any 
of the activities prohibited or restricted herein.  Nevertheless, it is 
the intent and understanding of each party hereto that if, in any action 
before any court, agency or other tribunal legally empowered to enforce 
the covenants contained in this Article IV, any term, restriction, 
covenant or promise contained therein is found to be unenforceable due to 
unreasonableness or due to any other reason, then such term, restriction, 
covenant or promise shall be deemed modified to the extent necessary to 
make it enforceable by such court or agency.


ARTICLE V
Change in Control

Section 5.01.	Effective Date.  For purposes of this 
Article V, the term "Effective Date" shall mean the date on which a Change 
in Control of the Company (as defined in Section 5.10) occurs.   If there 
is a Change in Control this Article shall become effective and this 
Article shall govern the terms and conditions of the Executive's 
employment after the Change in Control and the termination thereof on or 
after the date which is ninety (90) days before the Effective Date and not 
the provisions of Articles I, II, III and IV of this Agreement. 

Section 5.02.	Right to Change in Control Severance 
Benefits.  The Executive shall be entitled to receive from the Company 
Change in Control Severance Benefits as described in Section 5.07 herein, 
if during the term of this Agreement there has been a Change in Control of 
the Company and there is a Termination (as defined in Section 5.06) prior 
to the expiration of the Employment Term (as defined in Section 5.03).

Section 5.03.	Employment Term.  For purposes of this 
Article V, the term "Employment Term" shall mean the period commencing on 
the Effective Date of this Article V and ending on the earlier to occur of 
(a) the last day of the month in which occurs the third anniversary of the 
Effective Date of this Article V or (b) the last day of the month in which 
the Executive attains mandatory retirement age pursuant to the terms of a 
mandatory retirement plan of the Company as such were in effect and 
applicable to the Executive immediately prior to the Effective Date of 
this Article V.

Section 5.04.	Employment.  The Company hereby agrees to 
continue the Executive in its employ, and the Executive hereby agrees to 
remain in the employ of the Company, until the expiration of the 
Employment Term.  During the Employment Term, the Executive shall exercise 
such position and authority and perform such responsibilities as are 
commensurate with the position and authority being exercised and duties 
being performed by the Executive immediately prior to the Effective Date 
of this Article V, which services shall be performed at the location where 
the Executive was employed immediately prior to the Effective Date of this 
Article V or at such other location as the Company may reasonably require; 
provided, that the Executive shall not be required to accept another 
location that he deems unreasonable in the light of his personal 
circumstances.

Section 5.05.	Compensation and Benefits.  During the 
Employment Term, the Executive shall receive the following compensation 
and benefits:

(a)	He shall receive an annual base salary which is not less 
than his Base Salary immediately prior to the Effective Date of this 
Article V, with the opportunity for increases, from time to time 
thereafter, which are in accordance with the Company's regular executive 
compensation practices.

(b)	He shall be eligible to participate on a reasonable 
basis, and to continue his existing participation, in annual incentive, 
stock option, restricted stock, long-term incentive performance and any 
other compensation plan which provides opportunities to receive 
compensation in addition to his Base Salary which is the greater of (i) 
the opportunities provided by the Company for executives with comparable 
duties or (ii) the opportunities under any such plans in which he was 
participating immediately prior to the Effective Date of this Article V.

(c)	He shall be entitled to receive and participate in 
salaried employee benefits (including, but not limited to, medical, life 
and accident insurance, investment, stock ownership and disability 
benefits) and perquisites which are the greater of (i) the employee 
benefits and perquisites provided by the Company to executives with 
comparable duties or (ii) the employee benefits and perquisites to which 
he was entitled or in which he participated immediately prior to the 
Effective Date of this Article V.

(d)	He shall be entitled to continue to accrue credited 
service for retirement benefits and to be entitled to receive retirement 
benefits under and pursuant to the terms of the Company's qualified 
retirement plan for salaried employees, the Company's supplemental 
executive retirement plan, and any successor or other retirement plan or 
agreement in effect on the Effective Date of this Article V in respect of 
his retirement, whether or not a qualified plan or agreement, so that his 
aggregate monthly retirement benefit from all such plans and agreements 
(regardless when he begins to receive such benefit) will be not less than 
it would be had all such plans and agreements in effect immediately prior 
to the Effective Date of this Article V continued to be in effect without 
change until and after he begins to receive such benefit.

Section 5.06.	Termination.  The term "Termination" shall 
mean termination, on or after the date which is ninety (90) days before 
the Effective date and prior to the expiration of the Employment Term, of 
the employment of the Executive with the Company for any reason other than 
death, disability (as described below), cause (as described below), or 
voluntary resignation (as described below).

(a)	The term "disability" means physical or mental 
incapacity qualifying the Executive for long-term disability under the 
Company's long-term disability plan.

(b)	The term "cause" means (i) the willful and continued 
failure of the Executive substantially to perform his duties with the 
Company (other than any failure due to physical or mental incapacity) 
after a demand for substantial performance is delivered to him by the 
Board of Directors which specifically identifies the manner in which the 
Board believes he has not substantially performed his duties or (ii) 
willful misconduct materially and demonstrably injurious to the Company.  
No act or failure to act by the Executive shall be considered "willful" 
unless done or omitted to be done by him not in good faith and without 
reasonable belief that his action or omission was in the best interest of 
the Company.  The unwillingness of the Executive to accept any or all of a 
change in the nature or scope of his position, authorities or duties, a 
reduction in his total compensation or benefits, a relocation that he 
deems unreasonable in light of his personal circumstances, or other action 
by or request of the Company in respect of his position, authority or 
responsibility that he reasonably deems to be contrary to this Agreement, 
may not be considered by the Board of Directors to be a failure to perform 
or misconduct by the Executive.  Notwithstanding the foregoing, the 
Executive shall not be deemed to have been terminated for cause for 
purposes of this Article V unless and until there shall have been 
delivered to him a copy of a resolution, duly adopted by a vote of three-
quarters of the entire Board of Directors of the Company at a meeting of 
the Board called and held (after reasonable notice to the Executive and an 
opportunity for the Executive and his counsel to be heard before the 
Board) for the purpose of considering whether the Executive has been 
guilty of such a willful failure to perform or such willful misconduct as 
justifies termination for cause hereunder, finding that in the good faith 
opinion of the Board the Executive has been guilty thereof and specifying 
the particulars thereof.

(c)	The resignation of the Executive shall be deemed 
"voluntary" if it is for any reason other than one or more of the 
following:

(i)	The Executive's resignation or retirement (other than 
mandatory retirement, as aforesaid) is requested by the Company 
other than for cause;

(ii)	Any significant change in the nature or scope of the 
Executive's position, authorities or duties from those described in 
Sections 1.02 and 1.03 of this Agreement;

(iii)	Any reduction in his total compensation or benefits from 
that provided in Section 5.04;

(iv)	The breach by the Company of any other provision of this 
Article V; or

(v)	The reasonable determination by the Executive that, as a 
result of a Change in Control of the Company and a change in 
circumstances in his position, he is unable to exercise the 
authorities and responsibility attached to his position and 
contemplated by Sections 1.02 and 1.03 of this Agreement.

(d)	Termination that entitles the Executive to the payments 
and benefits provided in Section 5.07 shall not be deemed or treated by 
the Company as the termination of the Executive's employment or the 
forfeiture of his participation, award or eligibility for the purpose of 
any plan, practice or agreement of the Company referred to in Section 
5.05.

Section 5.07.	Change in Control Severance Payments.  In 
the event of and within thirty (30) days following Termination, the 
Company shall pay to the Executive the following benefits (collectively, 
"Change in Control Severance Payments"):

(a)	His Base Salary and all other benefits due him as if he 
had remained an employee pursuant to this Article V through the remainder 
of the month in which Termination occurs, less applicable withholding 
taxes and other authorized payroll deductions;

(b)	The amount equal to the target award for the Executive 
under the Company's annual bonus plan for the fiscal year in which 
Termination occurs, reduced pro rata for that portion of the fiscal year 
not completed as of the end of the month in which Termination occurs; 
provided, that if the Executive has deferred his award for such year under 
the plan, the payment due the Executive under this Paragraph (b) shall be 
paid in accordance with the terms of the deferral; 

(c)	The amount equal to the target award for the Executive 
under the Company's long-term incentive plan for the fiscal year in which 
Termination occurs, reduced pro rata for that portion of the fiscal year 
not completed as of the end of the month in which Termination occurs;  	
	

(d)	A lump sum severance allowance in an amount which is 
equal to the sum of the amounts determined in accordance with the 
following subparagraphs (i), (ii) and (iii):

(i)	an amount equivalent to three times the Executive's Base 
Salary at the rate in effect immediately prior to Termination; 

(ii)	an amount equal to three times the highest annual bonus 
earned under the Company's Management Incentive Compensation 
Program, or successor annual bonus plan in effect from time to time, 
during the three consecutive complete bonus years immediately 
preceding the date on which the Executive's termination of 
employment occurs; provided, however, that in the event the 
Executive's employment is terminated prior to December 31, 2001, any 
prorated annual bonus received by the Executive shall be annualized 
and the bonus years in which the Executive's employment commences or 
terminates shall be deemed to be "complete bonus years" for purposes 
of determining the highest annual bonus earned by the Executive 
during the three consecutive complete bonus years immediately 
preceding the date on which the Executive's termination of 
employment occurs; and

(iii)	an amount equal to three times the highest annual award 
earned under the Company's 1996 Long-Term Incentive Plan, or 
successor long-term incentive plan in effect from time to time, 
during the three consecutive complete LTIP years immediately 
preceding the date on which the Executive's termination of 
employment occurs; provided, however, that in the event the 
Executive's employment is terminated prior to December 31, 2001, any 
prorated long-term incentive plan award received by the Executive 
shall be annualized and the LTIP years in which the Executive's 
employment commences or terminates shall be deemed to be "complete 
bonus years" for purposes of determining the highest annual long-
term incentive award earned by the Executive during the three 
consecutive complete LTIP years immediately preceding the date on 
which the Executive's  termination of employment occurs; and

(e)	The Executive's account balance under the Company's 1998 
Supplemental Executive Retirement Plan or successor supplemental 
retirement plan in effect shall become fully vested upon the Executive's 
Termination.

Section 5.08.	Outstanding Stock Options.  The Executive's 
outstanding stock options shall become immediately exercisable upon the 
occurrence of a Change in Control of the Company and shall remain 
exercisable for the two year period following such Change in Control.

Section 5.09.	Non-Competition and Confidentiality.  The 
Executive agrees that:

(a)	There shall be no obligation on the part of the Company 
to provide any further Change in Control Severance Benefits (other than 
payments or benefits already earned or accrued) described in Section 5.07 
if, when and so long as the Executive shall be employed by or otherwise 
engage in any business which is competitive with any business of the 
Company or of any of its subsidiaries, as such business existed as of the 
Effective Date of this Article V, in which the Executive was engaged 
during his employment, and if such employment or activity is likely to 
cause serious damage to the Company or any of its subsidiaries; and

(b)	during and after the Employment Term, he will not 
divulge or appropriate to his own use or the use of others any secret or 
confidential information pertaining to the businesses of the Company or 
any of its subsidiaries obtained during his employment by the Company, it 
being understood that this obligation shall not apply when and to the 
extent any of such information becomes publicly known or available other 
than because of his act or omission.

Section 5.10.	Definition of "Change in Control".  "Change 
in Control" of the Company means, and shall be deemed to have occurred 
upon,  the first to occur of any of the following events:

(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 Securities Exchange Act of 1934, as amended (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 5.10;

(b)	individuals who, as of the effective date of this 
Article V, 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 effective date of this Article V, 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 

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

Section 5.11.	Excise Tax Payments.  If any of the payments 
to be made under Articles III or V of this Agreement (which payments shall 
constitute the "Employment Agreement Payments") are subject to the tax 
(the "Excise Tax") imposed by Section 4999 of the Internal Revenue Code of 
1986, as amended  (the "Code") (or any similar tax that may hereafter be 
imposed), the Company shall pay to the Executive at the time specified in 
Paragraph (c) below an additional amount (the "Gross-up Payment") such 
that the net amount retained by the Executive, after deduction of any 
Excise Tax on the Total Payments (as hereinafter defined) and any federal, 
state and local income tax and Excise Tax upon the Gross-up Payment 
provided for by this paragraph, but before deduction for any federal, 
state or local income tax on the Employment Agreement Payments, shall be 
equal to the Total Payments.

(a)	For purposes of determining whether any of the 
Employment Agreement Payments are subject to the Excise Tax and the amount 
of such Excise Tax, (i) any other payments or benefits received or to be 
received by the Executive in connection with a Change in Control (as that 
term is defined in Section 5.10) of the Company or the Executive's 
termination of employment pursuant to the terms of any other plan, 
arrangement or agreement with the Company, any person whose actions result 
in a Change of Control of the Company or any person affiliated with the 
Company or such person (which, together with the Employment Agreement 
Payments, shall constitute the "Total Payments") shall be treated as 
"parachute payments" within the meaning of Section 280G(b)(2) of the Code, 
and all "excess parachute payments" within the meaning of Section 
280G(b)(1) of the Code shall be treated as subject to the Excise Tax, 
unless in the opinion of tax counsel selected by the Company's independent 
auditors such other payments or benefits (in whole or in part) do not 
constitute parachute payments, or such excess parachute payments (in whole 
or in part) represent reasonable compensation for services actually 
rendered within the meaning of Section 280G(b)(4) of the Code in excess of 
the base amount within the meaning of Section 280G(b)(3) of the Code or 
are otherwise not subject to the Excise Tax, (ii) the amount of the Total 
Payments which shall be treated as subject to the Excise Tax shall be 
equal to the lesser of (A) the total amount of the Total Payments or (B) 
the amount of excess parachute payments within the meaning of Section 
280G(b)(1) of the Code (after applying clause (i) above), and (iii) the 
value of any non-cash benefits or any deferred payment or benefit shall be 
determined by the Company's independent auditors in accordance with the 
principles of Sections 280G(d)(3) and (4) of the Code.

(b)	For purposes of determining the amount of the Gross-up 
Payment, the Executive shall be deemed to pay federal income taxes at the 
highest marginal rate of federal income taxation for the calendar year in 
which the Gross-up Payment is to be made and the applicable state and 
local income taxes at the highest marginal rate of taxation for the 
calendar year in which the Gross-up Payment is to be made, net of the 
maximum reduction in federal income taxes which could be obtained from 
deduction of such state and local taxes.  In the event that the Excise Tax 
is subsequently determined to be less than the amount taken into account 
hereunder at the time the Gross-up Payment is made, the Executive shall 
repay to the Company at the time that the amount of such reduction in 
Excise Tax is finally determined the portion of the Gross-up Payment 
attributable to such reduction (plus the portion of the Gross-up Payment 
attributable to the Excise Tax and federal and state and local income tax 
imposed on the portion of the Gross-up Payment being repaid by the 
Executive if such repayment results in a reduction in Excise Tax and/or a 
federal and state and local income tax deduction), plus interest on the 
amount of such repayment at the rate provided in Section 1274(b)(2)(B) of 
the Code.  In the event that the Excise Tax is determined to exceed the 
amount taken into account hereunder at the time the Gross-up Payment is 
made (including by reason of any payment, the existence or amount of which 
cannot be determined at the time of the Gross-up Payment), the Company 
shall make an additional Gross-up Payment in respect of such excess (plus 
any interest payable with respect of such excess) at the time that the 
amount of such excess is finally determined.

(c)	The Gross-up Payment or portion thereof provided for in 
Paragraphs (a) and (b) above shall be paid not later than the thirtieth 
day following the later of payment of any amounts which are subject to the 
Excise Tax or the date on which the Change in Control of the Company 
occurs; provided, however, that if the amount of such Gross-up Payment or 
portion thereof cannot be finally determined on or before such day, the 
Company shall pay to the Executive on such day an estimate, as determined 
in good faith by the Company, of the minimum amount of such payments and 
shall pay the remainder of such payments (together with interest at the 
rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount 
thereof can be determined, but in no event later than the forty-fifth day 
after the later of payment of any amounts which are subject to the Excise 
Tax or the date on which the Change in Control of the Company occurs.

(d)	In the event that the amount of the estimated payments 
exceeds the amount subsequently determined to have been due, such excess 
shall constitute a loan by the Company to the Executive, payable on the 
fifth day after demand by the Company (together with interest at the rate 
provided in Section 1274(b)(2)(B) of the Code).

(e)	All Gross-up Payments will be paid to the Executive from 
the Trust established under the Trust Agreement between IMC Global Inc. 
and Wachovia Bank Trust Company, N.A., which has been established to 
protect payment obligations of the Company under this Agreement.  Any 
repayment due the Company from the Executive as a result of the 
circumstances described in the last sentence of the preceding paragraph 
shall be made by the Executive after the Executive has  received such 
excess amounts from the Trust.

ARTICLE VI
Miscellaneous

Section 6.01.  Dispute Resolution.	The Executive and the 
Company shall not initiate legal proceedings relating in any way to this 
Agreement or to the Executive's employment or termination from employment 
with the Company until thirty (30) days after the party against whom the 
claim is made ("respondent") receives written notice from the claiming 
party of the specific nature of any purported claims and the amount of any 
purported damages attributable to each such claim.  The Executive and the 
Company further agree that if respondent submits the claiming party's 
claim to the CPR Institute for Dispute Resolution or JAMS/Endispute for 
nonbinding mediation prior to the expiration of such thirty (30) day 
period, the claiming party may not institute arbitration or other legal 
proceedings against respondent until the earlier of: (a) the completion of 
good-faith mediation efforts or (b) ninety (90) days after the date on 
which the respondent received written notice of the claimant's claim(s); 
provided, however, that nothing in this Section shall prohibit the Company 
from pursuing injunctive or other equitable relief against the Executive 
prior to, contemporaneous with, or subsequent to invoking or participating 
in these dispute resolution processes.  The Company shall pay the cost of 
the mediator.  In any subsequent litigation, including but not limited to 
arbitration proceedings, the prevailing party shall be awarded, in 
addition to any other relief awarded, his or its reasonable attorneys' 
fees.

Section 6.02.  Notices.  All notices,  requests or other 
communications provided for in this Agreement shall be made, if to the 
Company, to the Senior Vice President, Human Resources, and if to the 
Executive, to Douglas A. Pertz.  All notices, requests or other 
communications provided for in this Agreement shall be made in writing 
either (a) by personal delivery to the party entitled thereto, (b) by 
facsimile with confirmation of receipt, (c) by mailing in the United 
States mails or (d) by express courier service.  The notice, request, or 
other communication shall be deemed to be received upon personal delivery, 
upon confirmation of receipt of facsimile transmission, or upon receipt by 
the party entitled thereto if by United States mail or express courier 
service; provided, however, that if a notice, request, or other 
communication is not received during regular business hours, it shall be 
deemed to be received on the next succeeding business day of the Company.  

Section 6.03.  Authority; No Conflict.  The Executive 
represents and warrants to the Company that he has full right and 
authority to execute and deliver this Agreement and to comply with the 
terms and provisions hereof and that the execution and delivery of this 
Agreement and compliance with the terms and provisions hereof by the 
Executive will not conflict with or result in a breach of the terms, 
conditions or provisions of any agreement, restriction or obligation by 
which the Executive is bound.

Section 6.04.  Assignment and Succession.  This Agreement 
shall be binding upon and shall operate for the benefit of the parties 
hereto and their respective legal representatives, legatees, distributees, 
heirs, successors and assigns.  The rights and obligations of the Company 
under this Agreement may be assigned to and shall inure to the benefit of 
and be binding upon its successors and assigns.  The Executive 
acknowledges that the services he renders pursuant to this Agreement are 
unique and personal.  Accordingly, the Executive may not delegate or 
assign any of his duties hereunder.

Section 6.05.  Headings.  The Article, Section, paragraph and 
subparagraph headings are for convenience of reference only and shall not 
define or limit the provisions hereof.

Section 6.06.  Applicable Law.  This Agreement shall at all 
times be governed by and construed, interpreted and enforced in accordance 
with the internal laws (as opposed to conflict of laws provisions) of the 
State of Illinois.

Section 6.07. Entire Agreement, Amendment, Waiver.  This 
Agreement constitutes the entire agreement between the Company and the 
Executive with respect to the subject matter hereof. This Agreement 
supersedes any prior agreement made between the parties, including, but 
not limited to, the Executive's offer letter dated August 28, 1998.  The 
parties may not amend this Agreement except by written instrument signed 
by both parties.  No waiver by either party at any time of any breach by 
the other of any provision of this Agreement shall be deemed a waiver of 
similar or dissimilar provision at the same time or any prior or 
subsequent time.

Section 6.08.  Severability.  The provisions of this Agreement 
shall be regarded as durable, and if any provision or portion thereof is 
declared invalid or unenforceable by a court of competent jurisdiction, 
the validity and enforceability of the remainder and applicability thereof 
shall not be affected.


IN WITNESS WHEREOF, the Company has caused this Agreement to 
be signed by its duly authorized officer and the Executive has signed this 
Agreement as of the day and year first above written.

IMC GLOBAL INC.
By:
                                           /s/ Douglas A. Pertz
        ---------------------------------  -------------------------------
                                           Douglas A. Pertz
Title:
        ---------------------------------