EXECUTIVE SEVERANCE AGREEMENT
(as amended and restated)

This Executive Severance Agreement, as amended and restated (the "Agreement"), is dated as of March 4, 2002 between John J. Ferguson (the "Executive") and IMC Global Inc., a Delaware corporation (the "Company").

WHEREAS, the Company desires to retain the Executive as the President and Chief Operating Officer of the Company, and the Executive desires to continue in such position; and

WHEREAS, the Company and the Executive desire to provide appropriate assurances for the Executive to continue to perform the Executive's duties and responsibilities thereby promoting the stability of the Company.

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:

1. Definitions. Each term defined herein shall be given its defined meaning wherever used in this Agreement unless the context requires otherwise.

   1. "Base Salary" means the Executive's annualized base salary as adjusted from time to time.

   2. "Cause" means the Executive (i) grossly neglects his duties, (ii) engages in misconduct; (iii) breaches a material provision of this Agreement, including, but not limited to, Section 4; (iv) willfully fails to cooperate fully with the Company in effecting a smooth transition of the Executive's duties and responsibilities to such person(s) as may be designated by the Company. "Gross neglect" means the willful failure to perform the essential functions of the Executive's job or the willful failure to carry out the Company's reasonable directions with respect to material duties after the Executive is notified in writing by the Company that the Executive is failing to perform these essential functions or failing to carry out the reasonable directions of the Company. 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 a reasonable time frame, which shall be at a minimum 45 days, within which to cure. "Misconduct" means embezzlement or misappropriation of corporate funds, or other acts of fraud, dishonesty, or self-dealing; provided, however, that the Executive shall be given notice and an opportunity within the next 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 45 days.

   3. "Company" means IMC Global Inc. and its subsidiaries, as they may exist from time to time.

   4. "Effective Date" means the date first set forth above.

   5. "Good Reason" for termination of employment by the Executive shall mean any of the following reasons explained below in paragraphs 1, 2 and 3. In each case, to constitute a termination for Good Reason entitling the Executive to Severance Benefits as described in Section 3 of this Agreement, the following must occur:
       

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