MISSISSIPPI CHEMICAL CORPORATION

                      EXECUTIVE DEFERRED COMPENSATION PLAN


                            AS AMENDED AND RESTATED

                           EFFECTIVE JANUARY 1, 2000






                               TABLE OF CONTENTS

     SECTION                                                             PAGE

      1.    Introduction...................................................1
            1.1   Plan.....................................................1
            1.2   Effective Date...........................................1
            1.3   Purpose..................................................1

      2.    Participation and Supplemental Benefits........................1
            2.1   Eligibility..............................................1
            2.2   Election to Defer........................................2
            2.3   Amount of Deferral.......................................2
            2.4   Time of Election.........................................2
            2.5   Establishment and Adjustment of Deferred Stock Accounts..2

      3.    Payment of Deferred Compensation...............................3
            3.1   Payment of Deferred Compensation.........................3
            3.2   Installment Election; Further Deferrals..................3
            3.3   Death....................................................3
            3.4   Hardship Distribution....................................4
            3.5   Source of Payment........................................4
            3.6   Limitations on Issuance of Stock.........................4

      4.    Plan Administration............................................4
      4.1   Committee......................................................4
            4.2   Indemnification..........................................5

      5.    General........................................................5
            5.1   Interests not Transferable; Taxes........................5
            5.2   Facility of Payment......................................5
            5.3   Gender and Number........................................5
            5.4   Controlling Law..........................................5
            5.5   Successors...............................................5
            5.6   Not a Contract...........................................6

      6.    Amendment, Termination and Cessation of Trading................6
            6.1   Amendment and Termination................................6
            6.2   Cessation of Trading in Employer Stock...................6

      7.    Execution of Plan..............................................6



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                                   SECTION 1

                                  INTRODUCTION

      1.1   Plan.  This plan has been established by Mississippi Chemical
Corporation for the benefit of eligible employees of Mississippi Chemical
Corporation, Mississippi Chemical Management Company and Mississippi Chemical
Company, L.P. (hereinafter collectively referred to as the "Employer"), and
shall be known as the Mississippi Chemical Corporation Executive Deferred
Compensation Plan (the "Plan").  Other subsidiaries and affiliates of
Mississippi Chemical may adopt this Plan for the benefit of any of their
employees, subject to the approval of the Committee (as defined in Section 4.1
below).

      1.2   Effective Date.  The Plan was originally adopted effective
August 26, 1997, subject to shareholder approval of the material terms of the
Plan in accordance with Section 162(m)(4)(C) of the Internal Revenue Code of
1986, as amended (the "Code"), which occurred on November 11, 1997.  The Plan
is hereby amended and restated, effective January 1, 2000.

      1.3   Purpose.  This Plan has been established to provide incentives to a
select group of the Employer's executive officers and key employees to more
closely align their interests with those of the shareholders of Mississippi
Chemical Corporation and to work towards growth in the Employer's shareholder
value, by risking certain payments otherwise payable to them for deferred
compensation based on the value of Mississippi Chemical Corporation common
stock ("Stock").  This Plan is intended to permit such executive officers and
key employees to elect to defer certain incentive payments that would otherwise
be payable pursuant to the Employer's Officer and Key Employee Incentive Plan,
any payment that would otherwise be made under any "all-employee"
profit-sharing plan of the Employer or of a subsidiary or affiliate of
Mississippi Chemical Corporation which has adopted this Plan with the approval
of the Committee, and under any other bonus, profit-sharing or incentive plan
of the Employer or of a subsidiary or affiliate of Mississippi Chemical
Corporation which has adopted this Plan with the approval of the Committee
(hereinafter collectively referred to as "Incentive Payments") and to elect to
defer a portion of their salary. This Plan is intended to provide additional
incentives to such executive officers and key employees to more closely align
their interests with those of the shareholders of Mississippi Chemical
Corporation and work towards growth in the Employer's shareholder value by
risking compensation otherwise payable to them for deferred compensation
based on future growth in the value of Stock. This Plan is intended to be
unfunded for purposes of the Code and the Employee Retirement Income Security
Act of 1974, as amended ("ERISA").  Amounts deferred under this Plan that
would otherwise be payable under the Officer and Key Employee Incentive Plan
are intended to qualify as qualified performance-based compensation under
Code Section 162(m)(4)(C) and related Treasury regulations, and this Plan
shall be interpreted accordingly.

                                   SECTION 2

                    PARTICIPATION AND SUPPLEMENTAL BENEFITS

      2.1   Eligibility.  Each executive officer and key employee of the
Employer who is named in writing by the Committee ("Executive") will be
eligible to become a Participant under this Plan.  Eligibility shall be
limited to a select group of management or highly compensated employees in
accordance with Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.

     2.2  Election to Defer.  An Executive may elect to defer (a) all or a
portion of his Incentive Payments or (b) any percentage or dollar amount, up to
10 percent of the salary that would otherwise be payable to him, by filing a
written election with the Committee on forms to be prescribed by the Committee
at the time prescribed in Section 2.4 below.  Such election must include a
designation of beneficiary.  Upon making such election, the Executive shall
become a "Participant" in this Plan.

     2.3  Amount of Deferral.  The amount of Incentive Payments and the amount
of salary to be deferred in any calendar year shall be designated by the
Participant in dollar or percentage terms on forms to be prescribed by the
Committee.

      2.4   Time of Election.  A separate election to defer must be filed for
each calendar year in which a Participant desires to defer any Incentive
Payments and/or salary, and must be received by the end of the calendar year
preceding the calendar year in which the Incentive Payments and/or salary would
otherwise be paid.  Any election by a Participant with respect to a given
calendar year will not preclude a different action with respect to any
subsequent calendar year. Notwithstanding the foregoing, any eligible Executive
may, within 30 days of first becoming eligible to participate in this Plan,
elect to defer any Incentive Payments and/or salary earned subsequent to such
election for the balance of the calendar year in which he first becomes
eligible.

      2.5     Establishment and Adjustment of Deferred Stock Accounts.  The
Committee shall cause a "Deferred Stock Account" to be created for each
Participant.  The Deferred Stock Account shall be a mere bookkeeping account
reflecting the Employer's future obligation to make payments under this Plan,
and shall not confer on any Participant any of the rights of a stockholder of
Mississippi Chemical Corporation.  A Participant's Deferred Stock Account shall
be credited with "deferred shares" effective as of the date payment of a cash
Incentive Payment and/or salary would have been made, absent the Participant's
election to defer such amount pursuant to this Plan.  The number of "deferred
shares" to be credited shall be determined by dividing (a) 150 percent of the
dollar amount of the Incentive Payment and/or salary that otherwise would have
been payable to the Participant by (b) the fair market value of one share of
Stock as of the July 1 immediately prior to the calendar year in which payment
of the Incentive Payment and/or salary would otherwise have occurred.
Notwithstanding the foregoing, in no event shall the number of deferred shares
credited be less than (i) 150 percent of the dollar amount of the cash
Incentive Payment and/or salary the Participant has elected to defer, divided
by (ii) the fair market value of one share of Stock as of the date such
Incentive Payment and/or salary would otherwise have been paid in cash.  The
result of such division shall be rounded up to the nearest whole share.
A Participant's Deferred Stock Account shall be credited, effective as of the
payment date of any dividend on the Stock, with additional shares of deferred
stock, calculated by dividing (x) the dollar amount of the dividend per share
times the number of deferred shares then credited to the Participant's
Deferred Stock Account by (y) the fair market value of one share of Stock.
The Committee shall cause each Participant's Deferred Stock Account to be
adjusted to reflect stock splits, stock dividends, exchange of stock in
connection with a merger, and similar transactions to produce the same
number of deferred shares as the holder of an equal number of shares of
Stock would have following such a transaction.  Whenever payment of all or any
portion of a Participant's Deferred Stock Account is to be made in cash
hereunder, the amount of cash to be paid to the Participant is to be
determined by multiplying the number of deferred shares to be distributed by
the fair market value of such shares.  For purposes of this Section 2.5,
"fair market value" of a share of Stock shall equal the average of the
closing prices of a share as reported on the New York Stock Exchange for the
last 20 trading days prior to the date in question.

                                   SECTION 3

                        PAYMENT OF DEFERRED COMPENSATION

     3.1  Payment of Deferred Compensation.  Subject to the provisions of
Section 3.2, a Participant shall be entitled to receive shares of Stock equal
to the number of deferred shares then credited to the Participant's Deferred
Stock Account, computed in accordance with Section 2.5 above, on the first to
occur of (a) 30 days following the end of the calendar year in which such
Participant ceases to be an employee of the Employer due to separation of
employment, retirement, Total Disability (as defined below), or death or
(b) the payment date that he elected at the time of his deferral election,
which date shall be equal to or more than 18 months after the date of the
deferral election.  The shares issued to the Participant may be authorized and
previously unissued shares or Treasury shares.  For purposes of this Plan, the
term "Total Disability" shall mean inability to perform the normal functions
of his current position with the Company due to a physical or mental condition,
disease, or injury that is anticipated to last at least 12 months.  The
Committee shall determine whether Total Disability has occurred based on such
evidence as it deems satisfactory.

     3.2  Installment Election; Further Deferrals.  Subject to the approval of
the Committee, in lieu of receiving the lump-sum issuance of Stock to which the
Participant may be entitled pursuant to the provisions of Section 3.1 above at
the time specified therein, a Participant may elect to receive installment
payments by delivering to the Committee at any time prior to December 31 of the
calendar year preceding the calendar year in which payment would otherwise
occur hereunder, written notice of the Participant's election to receive the
amount credited to his Deferred Stock Account in such number of annual
installments (not to exceed installments extending over 10 years) and
commencing on such date (which date shall be no earlier than the date on which
the balance in the Participant's Deferred Stock Account would otherwise be
paid to the Participant) as is specified in the written notice.  Subject to
the approval of the Committee, a Participant may also elect, no later than
December 31 of the calendar year preceding the calendar year in which issuance
of shares of Stock would otherwise occur under Section 3.1 above, to defer
issuance of such shares of Stock until a later date specified in such election.
A Participant may modify or rescind an installment election or further deferral
election in its entirety at any time prior to the December 31 date referred to
in this Section 3.2, but on such December 31 the election shall become
irrevocable.

     3.3  Death.  If a Participant dies before receiving all amounts credited
to his Deferred Stock Account, the entire unpaid amount shall be paid in one
(1) lump sum in accordance with Section 3.1 above to the beneficiary designated
by such Participant.  No beneficiary designation shall be valid unless it is in
writing, signed by the Participant, dated and filed with the Committee prior to
death.  Any beneficiary designation may be revoked and a new designation may be
made, as long as the new designation is in writing, signed by the Participant,
dated and filed with the Committee prior to death.  If no beneficiary has been
designated, or no designated beneficiary survives the Participant, any unpaid
amounts will be paid to the Participant's surviving spouse, or if the
Participant does not have a surviving spouse, to the Participant's estate as
soon as administratively possible.

     3.4  Hardship Distribution.  A Participant or beneficiary may request
acceleration of the payment terms hereunder only in the event of severe
financial hardship resulting from an Unforeseeable Emergency (as defined
below).  The amount of the hardship distribution is limited to the amount
necessary to meet the emergency.  Such request shall specify in detail the
grounds for the requested modification and shall be referred to the Committee.
The decision of the Committee with respect to the requested modification shall
be solely at the discretion of the Committee and in accordance with its
evaluation of the exigencies of the situation.  Such decision shall be binding
on the Employer and Participant.  For purposes of this Plan, the term
"Unforeseeable Emergency" means an unanticipated emergency that is caused by
an event beyond the control of the Participant or beneficiary that would result
in severe financial hardship to the individual if early withdrawal were not
permitted and that otherwise meets the requirements of such term in any
applicable statute or regulation.

     3.5  Source of Payment.  All payments under this Plan in cash pursuant to
Section 3.6 below shall be paid from the general funds of the Employer or from
such other funding vehicle as the Committee shall provide, and all
distributions of Stock under this Plan shall be made from authorized but
unissued shares, Treasury shares or shares purchased with general funds of the
Employer, or from such other funding vehicle as the Committee shall provide,
provided that all assets paid into any funding vehicle shall, at all times
prior to payment to a Participant or beneficiary, be subject to the general
creditors of the Employer.  The Employer shall be under no obligation to
segregate any assets in connection with the maintenance of any Deferred Stock
Account, nor shall anything contained in this Plan or any action taken
pursuant to this Plan create or be construed to create a trust of any kind or
a fiduciary relationship between the Employer and Participant.  Title to the
beneficial ownership of any assets, whether cash or investments, which the
Employer may designate to pay the amounts credited to the Deferred Stock
Accounts shall at all times remain in the Employer, and Participants shall not
have any property interest whatsoever in any specific assets of the Employer.
Each Participant's interest in his Deferred Stock Account shall be limited to
the Employer's promise to make payment of such Account in the future pursuant
to terms of this Plan, and such right to receive future payment shall be no
greater than the right of any other unsecured general creditor of the
Employer.

     3.6  Limitations on Issuance of Stock.  Notwithstanding anything to the
contrary in this Plan, in lieu of issuing Stock of the Employer to a
Participant, the Employer reserves the right to pay a Participant in cash equal
to the fair market value (determined in accordance with Section 2.5 above) of
the deferred shares credited to his Deferred Stock Account, if the Employer, in
its sole discretion, determines that it is necessary or desirable to do so to
comply with any provision of federal or state law, stock exchange listing
rules, or its articles or bylaws.

                                   SECTION 4

                              PLAN ADMINISTRATION

     4.1  Committee.  The terms "Committee" and "Compensation Committee" mean
the Compensation Committee established by Mississippi Chemical Corporation's
Board of Directors.  The Committee shall have complete authority to control and
manage the operation and administration of this Plan.  The Committee shall
interpret this Plan and shall determine all questions arising in the
administration and interpretation of this Plan; however, all such
interpretations and decisions shall be applied in a uniform manner to all
similarly situated Participants.  All decisions and interpretations of the
Committee made in good faith pursuant to this Plan shall be final, conclusive
and binding on all persons, subject only to the claims review procedures
required by ERISA.

    4.2     Indemnification.  In the event and to the extent not insured under
any contract of insurance with an insurance company, the Employer shall
indemnify and hold harmless each Indemnified Person, as defined below, against
any and all claims, demands, suits, proceedings, losses, damages, interest,
penalties, fines, expenses (specifically including, but not limited to, counsel
fees to the extent approved by the Board of Directors of Mississippi Chemical
Corporation or otherwise provided by law, court costs and other reasonable
expenses of litigation), and liability of every kind, including amounts paid in
settlement with the approval of the Board of Directors, arising from any action
or cause of action related to the Indemnified Person's act or acts or failure
to act.  Such indemnity shall apply regardless of whether such claims, demands,
suits, proceedings, losses, damages, interest, penalties, fines, expenses, and
liability arise in whole or in part from (a) the negligence or other fault of
the Indemnified Person or (b) from the imposition on such Indemnified Person of
any civil penalties or excise tax pursuant to ERISA or the Code; except when
the same is judicially determined to be due to gross negligence, fraud,
recklessness, or willful or intentional misconduct of such Indemnified Person.
The indemnification provided in this Section 4.2 shall not be construed to
limit or supersede any other indemnity provided by the Employer.  "Indemnified
Person" shall mean the Committee and each employee, officer, or director of
the Employer acting in a decision-making or administrative role with respect
to this Plan.

                                   SECTION 5

                                    GENERAL

      5.1   Interests Not Transferable; Taxes.  Except as to any withholding of
federal, state or local tax and except with respect to assignment of amounts
currently due and payable hereunder to an alternate payee pursuant to a
"qualified domestic relations order" as defined in ERISA, the interest of any
Participant or his spouse or his beneficiary under this Plan is not subject to
the claims of creditors and may not be voluntarily or involuntarily sold,
transferred, assigned, alienated or encumbered.  The Committee shall have the
discretion and sole authority to determine the amount and timing of any
withholding or employment taxes with respect to amounts accrued or paid under
this Plan.

      5.2   Facility of Payment.  Any amounts payable hereunder to any person
under legal disability or who, in the judgment of the Committee, is unable to
properly manage his financial affairs may be paid to the legal representative
of such person or may be applied for the benefit of such person in any manner
which the Committee may select.

      5.3   Gender and Number.  Where the context admits, words in the
masculine gender shall include the feminine gender, the plural shall include
the singular and the singular shall include the plural.

      5.4   Controlling Law.  To the extent not superseded by the laws of the
United States, the laws of Mississippi shall be controlling in all matters
relating to this Plan.

      5.5   Successors.  This Plan is binding on the Employer and will be
binding on, and inure to the benefit of, any successor of the Employer, whether
by way of purchase, merger, consolidation or otherwise.

      5.6   Not a Contract.  This Plan does not constitute a contract of
employment and shall not be construed to give any Participant the right to be
retained in the Employer's service.

                                   SECTION 6

                             AMENDMENT, TERMINATION
                            AND CESSATION OF TRADING

      6.1   Amendment and Termination.  While the Employer expects to continue
this Plan indefinitely, the Compensation Committee must necessarily reserve,
and hereby reserves, the right to terminate this Plan at any time and to amend
this Plan at any time, but no more than once in any six-month period, except to
comport with changes in the Code, provided that in no event shall any
Participant's Deferred Stock Account accrued to the date of such amendment or
termination be reduced by such action without the specific written agreement of
the Participant to such modification or reduction.  In the event the Committee
elects to terminate this Plan, the Employer reserves the right to settle all
liabilities under this Plan by paying each Participant a lump-sum payment in
cash or in Stock, determined at the Committee's sole election, in full
satisfaction of his benefits hereunder.  Such lump sum shall equal the value of
his Deferred Stock Account valued through the date of Plan termination pursuant
to Section 2.5 above.

      6.2   Cessation of Trading in Employer Stock.  Notwithstanding anything
to the contrary in this Plan, in the event the Stock permanently ceases to be
traded on a national stock exchange or over the counter for any reason other
than a merger with another publicly traded entity, or ceases to exist for any
reason other than a merger (whether due to liquidation or other event), within
sixty (60) days of such event, the Employer (or its successor) shall distribute
to each Participant (or beneficiary) the value of the entire balance of his
Deferred Stock Account in cash, based on the fair market value as calculated
under Section 2.5 above, as of the last date the Stock was traded.

                                   SECTION 7

                               EXECUTION OF PLAN

      To record the amendment and restatement of this Plan, the undersigned,
being duly authorized to act on behalf of the Compensation Committee of the
Board of Directors of Mississippi Chemical Corporation, have executed this
document at Yazoo City, Mississippi.


Dated:  November 23, 1999                MISSISSIPPI CHEMICAL CORPORATION


                                         By:________________________________
                                             John Sharp Howie
                                             Chairman, Compensation Committee


                                         By:________________________________
                                             Ethel Truly
                                             Vice President - Administration