Exhibit 10.1

October 8, 1999


Mr. Robert E. Fowler, Jr.
1115 Fairway
Northbrook, IL 60062

Dear Bob:

The purpose of this letter is to set forth the terms of your retirement
from employment with IMC Global Inc. (the "Company").

1.  Retirement Date. You will remain an active employee of the Company
    through October 31, 2000 ("Retirement Date"); however, you agree to
    resign as Chief Executive Officer, Chairman of the Board of Directors
    and Director effective October 1, 1999.

2.  Compensation. For the period commencing October 1, 1999 and ending
    on  your  Retirement  Date, you will receive compensation  totaling
    $3,599,680, made up of the following components:

        Base Salary (13 months)                        $  812,500
        1999 MICP Award  (@ 1.0)                          487,500
        2000 MICP Award  (@ 1.0; prorated for 10 mo.)     406,250
        1999 PTIP Payout (@ 1.0)                        1,036,730
        2000 LTIP Payout (@ 1.0; prorated for 10 mo.)     856,700

    This  total  amount  will  be  paid  to  you  in  thirteen  monthly
    installments  commencing on October 15, 1999.   Alternatively,  you
    may  make  an  irrevocable election to defer some or  all  of  this
    compensation  until some designated future date by  completing  the
    attached  election form.  Please keep in mind that, in the unlikely
    event  of the Company's insolvency, you will have rights no greater
    than those of an unsecured creditor of the Company with respect  to
    any deferred amounts owed to you.

3.  Pension   Benefit.  Approximately  three  months  prior   to   your
    Retirement  Date,  you  will  receive  information  regarding   the
    distribution  of you qualified pension benefit under the  Company's
    Retirement  Plan  for Salaried Employees of IMC  Global  Operations
    Inc.

4.  SERP  Benefit.  As with your pension, you will receive  information
    regarding the distribution of your SERP benefit in advance of  your
    Retirement  Date.   You  will  have the same  distribution  options
    (i.e.  lump  sum, life annuity, 10-year certain and  life  annuity,
    joint  and survivor annuity) for your SERP benefit as you have  for
    your  qualified plan benefit, plus the additional option of a  lump
    sum  paid out in annual installments not to exceed 5 years.  As was
    previously  agreed,  your  SERP benefit will  be  based  upon  your
    combined IMC/Vigoro service.

5.  Executive  Life Insurance. As of your Retirement Date, the  Company
    will  cease paying premiums on both your term insurance policy  and
    your  permanent  life  policy;  however,  you  may  continue  these
    policies  by picking up the premium payments.  A representative  of
    The Securus Group will contact you to discuss your options.

6.  Consulting Arrangement. For the period commencing October  1,  1999
    and  ending  October  31,  2000, you agree  to  provide  consulting
    services  on an as needed basis.  Such services may be required  by
    phone  and/or  in  person.  For the period commencing  November  1,
    2000  and  ending October 31, 2001, you agree to provide consulting
    services  on  an  as needed basis not to exceed  fifteen  days  per
    month.   These services may be required by phone and/or in  person.
    In  exchange for the services commencing November 1, 2000, you will
    be paid at a rate of $1,500 per day and will be paid monthly.

7.  Stock Options. For purposes of your outstanding stock options,  you
    will  be considered to be continuing in employment with the Company
    during  the period for which you are providing consulting  services
    to  the Company, i.e. until October 31, 2001.  You will have  three
    years  following the end of your consulting arrangement to exercise
    your  outstanding stock options; provided, however,  that  none  of
    your  options  may  be  exercised beyond the tenth  anniversary  of
    their date of grant.

    The  6-year term attached to certain of your "Vigoro options"  (now
    representing 200,000 shares) will be extended for four  years  such
    that they expire on August 4, 2004.

8.  Restricted  Stock.  The  33,000  shares  of  restricted  stock  you
    received pursuant to your employment agreement will vest upon  your
    attainment  of age 65.  the 39,054 shares you received as  one-half
    of  your  1998  LTIP  payout  will vest on  your  Retirement  Date.
    Shortly  after  the  vesting of each of these awards,  the  Company
    will send to you the requisite stock certificates.

9.  Office  Space  Allowance. For the five-year  period  commencing  on
    October 1, 1999, you will receive an annual allowance of $5,000  to
    cover the cost of off-site office space.

10. Health  Care  Coverage.  Your  active  health  care  coverage  will
    continue  through  your  Retirement  Date.   Commencing   on   your
    Retirement  Date and continuing for the balance of your  life,  the
    Company  will provide you with $1,000 per year to help  defray  the
    cost   of  the  individual  health  insurance  coverage  that   you
    purchase.

11. Waiver  and  Release  of Claims. In exchange for  the  compensation
    described  in  paragraph 2 above, you agree to execute  the  Waiver
    and  Release of Claims (attached hereto as Exhibit A).  In exchange
    for  the  special treatment of your stock options as  described  in
    paragraph  7  above,  you agree to sign an  additional  Waiver  and
    Release  of  Claims  (attached hereto  as  Exhibit  B)  after  your
    Retirement  Date,  relating  to claims arising  during  the  period
    beginning October 1, 1999 and ending on your Retirement Date.

12. Termination  of Prior Agreements. If you accept the terms  of  this
    letter   agreement,  this  agreement  will  supersede   any   prior
    agreements  made  between  you  and  the  company  regarding   your
    employment  and  separation  from  employment  with  the   Company,
    including  but  not  limited  to your Employment  Agreement,  dated
    January 29, 1998.

The  foregoing constitutes our entire understanding and agreement  with
respect  to  the  terms  of your retirement from  employment  with  the
Company.  If the terms of this letter meet with your understanding  and
approval,  please  indicate your acceptance thereof  by  signing  where
indicated  below  and  on the attached Waiver  and  Release  of  Claims
(Exhibit  A).   Please  make copies for your  records  and  return  the
originals to me.

Sincerely,



  /s/ Doug Pertz
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                            ********************


AGREED AND ACCEPTED:


/s/ Robert E. Fowler, Jr.        Date:    10/13/99
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Robert E. Fowler, Jr.

                                                              EXHIBIT A

                      WAIVER AND RELEASE OF CLAIMS


      In  exchange  for  the  payments and benefits  described  in  the
attached  letter, which I acknowledge I would not otherwise be  entitle
to  receive, I freely and voluntarily agree to this WAIVER AND  RELEASE
OF CLAIMS ("WAIVER"):

1. I am resigning my position as Chief Executive Officer and Chairman
   of the Board of Directors of IMC Global Inc. effective October 1, 1999.

2. I  acknowledge that the payments described in the attached letter
   are the sole payments to which I am entitled and that I am not entitled
   to any additional payments for salary, bonus or otherwise.

3. I,  and anyone claiming through me, hereby waive and release  any
   and all claims that I may have ever had or that I may now have against
   IMC  Global  Inc., its parents, divisions, partnerships, affiliates,
   subsidiaries,  and other related entities and their  successors  and
   assigns, and past, present and future officers, directors, employees,
   agents and attorneys of each of them in their individual or official
   capacity (hereinafter collectively referred to as "Released Parties").
   Among the claims that I am waiving are claims relating to my employment
   or termination of employment, including, but not limited to, claims of
   discrimination in employment brought under the Age Discrimination in
   Employment  Act,  Title VII of the Civil Rights  Act  of  1964,  the
   Americans With Disabilities Act, the Illinois Human Rights  Act,  or
   other federal, state or local employment discrimination, employment,
   wage  laws, ordinances or regulations or any common law or statutory
   claims  of  wrongful discharge and any other common law or statutory
   claims;  whether  for  damages,  vacation  pay,  lost  wages,  bonus
   compensation or for any other relief or remedy.  I accept the Special
   Payments and Benefits offered in the attached letter as being in full
   accord, satisfaction, compromise and settlement of any and all claims
   or potential claims, and I expressly agree that I am not entitled to
   and shall not receive any further recovery of any kind from IMC Global
   Inc.  or any of the Released parties, and that in the event  of  any
   further proceedings whatsoever based upon any matter released herein,
   IMC  Global  and each of the Released Parties shall have no  further
   monetary  or  other  obligation of any kind  to  me,  including  any
   obligation  for costs, expenses and attorney's fees incurred  on  my
   behalf.

4. I understand and agree that this WAIVER will be binding on me and
   my heirs, administrators and assigns.  I acknowledge that I have not
   assigned any claims of filed or initiated any legal proceedings against
   any of the Released Parties.

5. Except as may be required by law, I agree that I will not disclose
   the existence or terms of this WAIVER to anyone except my accountant,
   attorney or spouse, each of whom shall be bound by this confidentiality
   provision.

6. I understand that I have twenty-one (21) days to consider whether
   to  sign this WAIVER and return it to Michele Miller, Manager, Human
   Resources.  IMC Global Inc. hereby advises me of my right to consult
   with an attorney before signing the WAIVER and I acknowledge that  I
   have  had an opportunity to consult with an attorney and have either
   held  such  consultation or have determined not to consult  with  an
   attorney.

7. I  understand that I may revoke my acceptance of this  WAIVER  by
   delivering notice of my revocation to Michele Miller with seven  (7)
   days of the day I sign the WAIVER.  If I do not revoke my acceptance of
   this WAIVER within seven days of the day I sign it, it will be legally
   binding and enforceable.


IMC GLOBAL INC.                        AGREED AND ACCEPTED:


By:   /s/ Doug Pertz                   /s/ Robert E. Fowler, Jr.
      ------------------------         -------------------------

Title:   President and CEO             Robert E. Fowler, Jr.
      ------------------------         -------------------------
                                            Print Name

Date: 10/8/99                          Date:  10/13/99
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