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                                                                   EXHIBIT 10(c)

                       Amendment to Termination Agreement


     This Amendment to March 15, 1999 Termination Agreement is made and entered
into effective as of the 19th day of February 2002 by and between J. Kelley
Williams ("Executive") and ChemFirst Inc. ("CEM").

     WHEREAS, Executive and CEM entered into the above referenced Termination
Agreement and desire to amend the Agreement to extend the term, clarify the
definition of change in control, eliminate age restrictions under the Agreement,
and make other clarifications to the Agreement.

     NOW, THEREFORE, for and in consideration of the covenants and agreements
contained herein, and other good and valuable consideration, the right and
sufficiency of which is hereby acknowledged, the parties agree as follows:

1.  Paragraph one, "Term of Agreement", shall be amended to read in its entirety
as follows:  "This Agreement shall be deemed effective on June 1, 1996 and shall
continue in effect through May 31, 2004, and that commencing on June 1, 2004 and
each June 1 thereafter, the term of this Agreement shall automatically be
extended for one additional year, unless, not later than June 30 of that year,
the Company shall have given notice that it does not wish to extend this
Agreement.  Notwithstanding the above, if a Change in Control (as defined in
Section 2 below) of the Company shall have occurred during the original or
extended term of this Agreement, this Agreement shall continue in effect for a
period of three (3) years beyond the month in which such Change in Control
occurred."

2.  Paragraph 2, Change in Control, (i)(C) shall be amended to read in its
entirety as follows:  "the shareholders of the Company approve a merger or
consolidation of the Company which is then consummated, with any other
corporation, other than (i) a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity or any parent thereof), in
combination with the ownership of any trustee or other fiduciary holding
securities under an employee benefits plan of the Company, at least 80% of the
combined voting power of the voting securities of the Company or such surviving
entity or any parent thereof outstanding immediately after such merger or
consolidation, or (ii) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no Person is
or becomes the beneficial owner (determined pursuant to Subsection A above) of
twenty percent (20%) or more of the combined voting power of the Company's then
outstanding securities; or"

3.  Paragraph 2, Change in Control, (i)(D) shall be amended to read in its
entirety as follows:  "the shareholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the sale or disposition
by the Company of all or
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substantially all of the Company's assets, followed by such liquidation or sale
or disposition."

4.  Paragraph 3, Termination Following Change in Control, first paragraph, shall
be amended to read in its entirety as follows:  "If any of the events described
in Subsection 2(i) hereof constituting a Change in Control shall have occurred,
you shall be entitled to the benefits provided in Subsection 4(iii) and (iv)
hereof:  (1) upon the subsequent termination of your employment during the term
of this Agreement unless such termination is (A) because of your death or
Disability as defined in Section 3(i), or (B) by the Company for Cause; or (2)
upon your resignation within thirty-six (36) months of the occurrence of an
event as specified in Section 2(i)."

5.  Paragraph 4, Compensation Upon Termination or During Disability, (ii), shall
be amended to read in its entirety as follows:  "If your employment shall be
terminated by the Company for Cause, the Company shall pay you for your full
base salary through the Date of Termination at the rate in effect at the time
Notice of Termination is given, plus all other amounts to which you are entitled
under any compensation plan of the Company at the time such payments are due,
and the Company shall have no further obligations to you under this Agreement."

6.  Paragraph 4, Compensation Upon Termination or During Disability, (iii) first
2 lines before Subparagraph (A) shall be amended to read in its entirety as
follows:  "If your employment by the Company shall be terminated (a) by the
Company other than for Cause or Disability, or (b) by you otherwise than for
Disability or death, then you shall be entitled to the benefits provided below:"

7.  Paragraph 4, Compensation Upon Termination or During Disability, (iii)(B)(2)
is deleted in its entirety.

8.  Paragraph 4, Compensation Upon Termination or During Disability, (iii)(C)
shall be amended to read in its entirety as follows:  "The Company shall
continue to provide you with medical insurance, life insurance and disability
insurance in the amounts and upon the terms and conditions present immediately
prior to Notice of Termination for a period of three years following the Date of
Termination.  However, if during such three year period you become re-employed
with another employer and you are eligible to receive medical or other welfare
benefits under another employer provided plan, then the medical and other
welfare benefits described above shall no longer be provided by the Company.  In
the event that the Company cannot, despite its best efforts, provide such
coverage under its benefit plans, it shall arrange for equivalent coverage
outside such plans."

9.  All capitalized terms used in this Amendment shall have the meanings
assigned to them in the Agreement.

10.  All other terms and provisions of the said Termination Agreement shall
remain unchanged and in full force and effect.
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     WHEREAS, PREMISES CONSIDERED, the parties have caused this Amendment to
Termination Agreement to be executed.


CHEMFIRST INC.


/s/ Richard P. Anderson                         /s/ J. Kelley Williams
Richard P. Anderson, Chairman                   J. Kelley Williams
Compensation and Health Resources Committee