Intercompany Promissory Note

EXHIBIT 10.ii.(l)

INTERCOMPANY PROMISSORY NOTE U.S. $52,250,000.00August 19, 1998Chicago, Illinois

FOR VALUE RECEIVED, IMC-AGRICO COMPANY ("Borrower") promises to pay to the order of IMC Global Inc. ("IMC") on demand at the principal office of IMC at 2100 Sanders Road, Northbrook, IL 60062-6146, or at such other place as the holder of this Note may from time to time designate in writing, the principal sum of up to U.S. FIFTY-TWO MILLION TWO HUNDRED FIFTY THOUSAND and NO/100 dollars (U.S. $52,250,000.00) or, if less, the amount advanced by IMC to the Borrower under this Note together with interest on the principal amount of this Note from time to time outstanding at the rates and in the manner specified hereinbelow. All payments on this Note shall be made in lawful money of the United States and in immediately available and freely transferable funds at the place of payment and shall be paid no later than 2:00 p.m. (Chicago time) on the date when due, without set-off or deduction of any kind. The purpose of this loan is to refinance the obligations of the Borrower under that certain Purchase Money Promissor y Note, dated as of April 18, 1998, as amended, between the Borrower and Mississippi Chemical Corporation.

IMC shall record on its books or records the principal amount of the initial advance made, all payments of principal and interest and the principal balances from time to time outstanding. IMC's books and records with respect to the principal amount due and the amount of interest payable thereon shall be deemed correct absent manifest error.

Interest shall be computed on the basis of a year of 365 (or 366, as the case may be) days and actual days elapsed at a per annum rate ...