*   Name amended on October 26, 1987 to S & P U.S., Inc.

**  Name amended on March 7, 1988 to Kalium Chemicals, Ltd.

*** Name amended on Sept. 19, 1996 to IMC Kalium Ltd.

*** Name amended on June 26, 2000 to IMC USA Inc.

*** Name amended on Nov. 20, 2001 to IMC USA Holdings Inc.



                                   BY-LAWS OF



                               S&P CANADA, INC.***



                                    ARTICLE I



                                     OFFICES



          SECTION 1.  REGISTERED OFFICE. The registered office shall be in the

City of Dover, County of Kent, State of Delaware.



          SECTION 2.  OTHER OFFICE. The corporation may also have offices at

such other places both within and without the State of Delaware as the board of

directors may from time to time determine or the business of the corporation may

require.



                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS



          SECTION 1.  PLACE OF MEETINGS. All meetings of the stockholders shall

be held at such place as may be fixed from time to time by the board of

directors and stated in the notice of the meeting or in a duly executed waiver

of notice thereof.



      *** SECTION 2.  ANNUAL MEETING.



          SECTION 3.  NOTICE OF ANNUAL MEETING. Written notice of the annual

meeting stating the place, date and hour of the meeting shall be given to each

stockholder entitled to vote at such meeting not less than ten (10) nor more

than sixty (60) days before the date of the meeting.



          SECTION 4.  LIST OF STOCKHOLDERS. The officer who has charge of the

stock ledger of the corporation shall prepare and make, at least ten (10) days

before every meeting of stockholders, a complete list of the stockholders

entitled to vote at the meeting, arranged in alphabetical order, and showing the

address of each stockholder and the number of shares registered in the name of

each stockholder. Such list shall be open to the examination of any stockholder,

for any purpose germane to the meeting, during ordinary business hours, for a

period of at least ten



*** Amended by consent of sole stockholder dated October 17, 1996 (see insert).



{Page}



Amendment to By-Laws of IMC Kalium Ltd, by stockholder approval dated October

17, 1996:



     NOW, THEREFORE, BE IT RESOLVED, that Article II, Section 2 of the

     By-laws of the Company be amended in its entirety to read as

     follows:



          "An annual meeting of the stockholders for the purpose of

          electing directors and for the transaction of such other

          business as may come before the meeting shall be held on a

          day to coincide with the annual meeting of stockholders of

          IMC Global Inc., unless the board of directors, not less

          than ten (10) days prior to such fixed meeting date,

          designates another date for such annual meeting, in which

          event the annual meeting of the stockholders shall be held

          on the date so designated."



{Page}



(10) days prior to the meeting, either at a place within the city where the

meeting is to be held, which place shall be specified in the notice of the

meeting, or, if not so specified, at the place where the meeting is to be held.

The list shall also be produced and kept at the time and place of the meeting

during the whole time thereof, and may be inspected by any stockholder who is

present.



          SECTION 5.  SPECIAL MEETINGS OF STOCKHOLDERS. Special meetings of the

stockholders, for any purpose or purposes, unless otherwise prescribed by

statute or by the certificate of incorporation, may be called by the president,

and shall be called by the president or secretary at the request in writing of a

majority of the board of directors, or at the request in writing of stockholders

owning a majority in amount of the entire capital stock of the corporation

issued and outstanding and entitled to vote. Such request shall state the

purpose or purposes of the proposed meeting.



          SECTION 6.  NOTICE OF SPECIAL MEETINGS OF STOCKHOLDERS. Written notice

of a special meeting stating the place, date and hour of the meeting and the

purpose or purposes for which the meeting is called, shall be given not less

than ten (10) nor more than sixty (60) days before the date of the meeting, to

each stockholder entitled to vote at such meeting.



          SECTION 7.  BUSINESS AT SPECIAL MEETINGS. Business transacted at any

special meeting of stockholders shall be limited to the purposes stated in the

notice.



          SECTION 8.  QUORUM. The holders of a majority of the stock issued and

outstanding and entitled to vote thereat, present in person or represented by

proxy, shall constitute a quorum at all meetings of the stockholders for the

transaction of business except as otherwise provided by statute or by the

certificate of incorporation. If, however, such quorum shall not be present or

represented at any meeting of the stockholders, the stockholders entitled to

vote thereat, present in person or represented by proxy, shall have power to

adjourn the meeting from time to time, without notice other than announcement at

the meeting, until a quorum shall be present or represented. At such adjourned

meeting at which a quorum shall be present or represented any business may be

transacted which might have been transacted at the meeting as originally

notified. If the adjournment is for more than thirty (30) days, or if after the

adjournment a new record date is fixed for the adjourned meeting, a notice of

the adjourned meeting shall be given to each stockholder of record entitled to

vote at the meeting.

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