MISSISSIPPI CHEMICAL CORPORATION
                  AMENDED AND RESTATED 1995 STOCK OPTION PLAN
                           FOR NONEMPLOYEE DIRECTORS

                           Effective November 7, 2000


          1.   Purpose.  The purpose of the Mississippi Chemical Corporation
Amended and Restated 1995 Stock Option Plan for Nonemployee Directors (the
"Plan") is to encourage members of the Board of Directors, including emeritus
directors (the "Board"), who are not officers or full-time employees of
Mississippi Chemical Corporation (the "Company") or any of its subsidiaries
("Nonemployee Directors") to become shareholders in the Company thereby giving
them a stake in the growth and profitability of the Company, to enable them to
represent the viewpoint of the shareholders of the Company more effectively, to
encourage them to continue serving as directors, and to provide them with long-
term incentives competitive with the median level of such incentives among
companies of a similar size and industry.

          2.   Shares Reserved.  There is hereby reserved for issuance under
the Plan an aggregate of 400,000 shares of common stock of the Company,
subject to adjustment pursuant to Section 7 below, which may be authorized but
unissued or treasury shares.  If there is a lapse, expiration, termination or
cancellation of any option granted under this Plan, all unissued shares
subject to the option may again be used for new options granted under this
Plan.

          3.   Grant of Options.  Each person who becomes a Nonemployee
Director shall be granted an initial option to purchase 5,000 shares of common
stock as of the first business day of the next succeeding fiscal year of the
Company.

               Any person who becomes Chairman of the Board shall be granted
an additional option to purchase 5,000 shares of common stock as of the first
business day of the next succeeding fiscal year of the Company (except that
the additional option for a person who previously served as Vice Chairman
shall be for 3,000 shares).  Any person who becomes Vice Chairman of the Board
shall be granted an additional option to purchase 2,000 shares of common stock
as of the first business day of the next succeeding fiscal year of the Company.

               Each Nonemployee Director who is granted an initial option
hereunder shall be granted an additional option to purchase 2,000 shares of
common stock as of each July 1 (or if not a business day, the first business
day thereafter) on which the Nonemployee Director is a member of the Board.
The annual options for the Chairman and Vice Chairman of the Board shall be for
4,000 and 3,000 shares, respectively.

          4.   Option Price.  The option price for each option granted to
Nonemployee Directors shall be not less than 100% of the fair market value of
the common stock of the Company on the date the stock option is granted, and
repricing of options shall not be permitted.  "Fair market value" shall be
defined as the average of the closing price of the shares subject to option as
reported on the New York Stock Exchange for the last 20 trading days prior to
the date of option grant or as required by applicable law or regulation.  The
option price may be paid by check or by the delivery of shares of common stock
then owned by the participant.  A director may also pay the option price by use
of cashless exercise as permitted under the Federal Reserve Board's
Regulation T.

          5.   Term; Termination of Service.  The option term shall be ten
years.  Any option granted to a Nonemployee Director may not be exercised for
the first year from the date of its grant.  Any option granted to a Nonemployee
Director may be exercisable for 20 percent of the shares subject to option
during the second year from the date of grant, 40 percent for the third year
from the date of grant, 60 percent for the fourth year from the date of grant,
80 percent for the fifth year from the date of grant, and shall be fully
exercisable commencing with the sixth year from the date of grant.  Each option
shall become fully exercisable upon the retirement of the director or upon a
change of control of the Company as defined in paragraph 10 of the Company's
1994 Stock Incentive Plan, or any successor provision or plan.  Each option
shall expire three months after the date of optionee's termination of service
for any reason other than death, disability or retirement.  In the event of
death, disability or retirement, each option shall be exercisable for a period
of three years after termination.  For these purposes, retirement shall mean
termination of service on the Board after the Nonemployee Director has attained
age 55 and completed at least five years of service as a member of the Board.
Except in the case of retirement, any option granted to a Nonemployee Director
may be exercised during the indicated periods following termination only to the
extent the option was exercisable on the date of termination.

          6.   Nontransferability.  Any option granted under this Plan shall
not be transferable other than by will or the laws of descent and distribution
or as provided by the Board.  If a director dies during the option period, any
option granted to the director may be exercised by his or her estate or the
person to whom the option passes by will or the laws of descent and
distribution.

          7.   Adjustment Provisions.

               (a)  If at any time the Company changes the number of issued
shares of common stock without new consideration to it (such as by stock
dividends, stock splits or similar transactions), the total number of shares
reserved for issuance under this Plan and the number of shares covered by each
outstanding option shall be automatically adjusted to the number of shares as
is equitably required, together with an appropriate adjustment to the exercise
prices of each outstanding option, so that the aggregate consideration payable
to the Company upon exercise of each outstanding option will not be changed.

               (b)  (i)  Notwithstanding any other provision of this Plan, and
without affecting the number of shares reserved or available hereunder, the
Board may authorize the issuance or assumption of benefits in connection with
any merger, consolidation, acquisition of property or stock, or reorganization
upon such terms and conditions as it may deem appropriate.

                    (ii)  In the event of any merger, consolidation or
reorganization of the Company with  any other entity, there may be substituted,
on an equitable basis as determined by the Board, for each share of common
stock then reserved for issuance under the Plan and for each share of common
stock then subject to a benefit granted under the Plan, the number and kind of
shares of stock, other securities, cash or other property to which holders of
common stock of the Company will be entitled pursuant to the transaction.

          8.   Registration and Legal Compliance.  The grant of any option
under the Plan may also be subject to other provisions as counsel to the
Company deems appropriate including, without limitation, provisions as may be
appropriate to comply with federal and state securities laws and stock
exchange requirements.  The Company shall not be required to issue or deliver
any certificate for common stock purchased upon the exercise of any option
granted under this Plan prior to the admission of such shares to listing on
any stock exchange on which common stock of the Company may at that time be
listed.  If the Company shall be advised by its counsel that the shares
deliverable upon exercise of an option are required to be registered under
the Securities Act of 1933, as amended (the "Act"), or any state securities
law or that delivery of such shares must be accompanied or preceded by a
prospectus meeting the requirements of such Act, the Company will use its
best efforts to effect such registration or provide such prospectus not
later than a reasonable time following each exercise of such option, but
delivery of shares by the Company may be deferred until such registration is
effective or such prospectus is available.

          9.   Term of Plan; Amendment, Suspension and Termination of Plan.
The Plan will be unlimited in duration.  The Board may suspend or terminate
the Plan at any time and may amend it from time to time in such respects as
the Board may deem advisable in order that any grants thereunder shall
conform to or otherwise reflect any change in applicable laws or regulations
or to permit the Company or the Nonemployee Directors to enjoy the benefits
of any change in applicable laws or regulations; provided, however, that no
amendment shall, without shareholder approval, increase the number of shares
of common stock which may be issued under the Plan or materially modify the
requirements as to eligibility for participation in the Plan.  No such
amendment, suspension or termination shall impair the rights of Nonemployee
Directors under any outstanding options, or make any change that would
disqualify the Plan or any other plan of the Company intended to be so
qualified from the exemption provided by Securities and Exchange Commission
Rule 16b-3.

          10.  Administration and Interpretation of the Plan.  The Plan shall
be administered by the Board.  The Board will approve the forms of agreements
relating to the benefits granted hereunder, containing such terms and
conditions consistent with the provisions of the Plan as are determined by the
Board, which agreements may be executed on behalf of the Company by the
Chairman of the Board, the Chairman of the Corporate Governance Committee of
the Board, the President of the Company, or any Vice President of the Company.
The Board will have complete authority to construe, interpret, and administer
the provisions of this Plan and the provisions of the agreements relating to
the benefits granted hereunder; to prescribe, amend and rescind rules and
regulations pertaining to this Plan; and to make all other determinations
necessary or deemed advisable in the administration of the Plan.  The
determinations, interpretations and constructions made by the Board are final
and conclusive.  No member of the Board may be held liable for any action
taken, or failed to be taken, made in good faith relating to the Plan or any
benefit hereunder, and the members of the Board will be entitled to defense,
indemnification and reimbursement by the Company in respect of any claim,
loss, damage or expense (including attorneys' fees) arising therefrom to the
fullest extent permitted by law and by the Articles of Incorporation of the
Company.

          11.  Shareholder Approval.  This Plan was originally adopted by the
Board on July 20, 1995, approved by the shareholders at their Annual Meeting
held November 14, 1995, and amended by the Board effective as of August 19,
1996.  This Plan was amended and restated by the Board effective April 17,
1997, and approved by the shareholders at their annual meeting held
November 11, 1997.  This amended and restated Plan was authorized and approved
by the Board on August 15, 2000, subject to shareholder approval at their
annual meeting on November 7, 2000.


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