EXHIBIT 10.3

MISSISSIPPI CHEMICAL HOLDINGS, INC.

GUARANTY AGREEMENT

Harris Trust and Savings Bank,   individually and as
Administrative AgentChicago, Illinois

The From Time to Time Lenders PartyTo the Credit Agreement described
below

Ladies and Gentlemen:

Reference is made to that certain
Amended and Restated Credit Agreement dated as of November 15, 2002 (such
Amended and Restated Credit Agreement, as the same may be supplemented, modified
or amended from time to time, and any agreement entered into in substitution
therefor or replacement thereof, being hereinafter referred to as the "Credit
Agreement") by and among Mississippi Chemical Corporation, a Mississippi
corporation (the "Borrower"), and Harris Trust and Savings Bank,
individually and in its capacity as administrative agent thereunder, and you
(all of said banks, including Harris Trust and Savings Bank in its individual
capacity ("Harris"), being referred to collectively as the "Banks"
and individually as a "Bank", and said Harris Trust and Savings Bank as
administrative agent for the Banks under the Credit Agreement being hereinafter
referred to in such capacity as the "Administrative Agent"), pursuant to
which said Banks agree to maintain and make available to the Borrower a
Revolving Credit (the "Revolving Credit") and a swingline facility (the
"Swingline"), with all loans thereunder to be evidenced by the Revolving
Credit Notes of the Borrower (all such Revolving Credit Notes, as the same may
be supplemented, modified or amended from time to time, and any promissory notes
entered into in substitution therefor or replacement thereof, being hereinafter
referred to collectively as the "Notes" and individually as a
"Note") and Harris may maintain and issue letters of credit for the
account of the Borrower. All of the Borrower's indebtedness, obligations and
liabilities to the Banks and/or the Administrative Agent under the Credit
Agreement and the other Loan Documents, including, without limitation, all such
indebtedness, obligations and liabilities evidenced by the Notes, all
indebtedness, obligations and liabilities with respect to letters of credit and
all extensions or renewals of any of the foregoing, are hereinafter collectively
referred to as the "Indebtedness". This Guaranty Agreement, as the same
may be supplemented, modified or amended from time to time, and any agreement
entered into in substitution herefor or replacement hereof, being hereinafter
referred to as the "Agreement".

As an inducement to each of you
to accept and enter into said Credit Agreement, and in consideration of credit
extended and to be extended by the Banks to the Borrower under said Credit
Agreement, the undersigned (hereinafter referred to as the "Guarantor"),
acknowledging that the Banks have informed the Borrower that said credit would
not be extended pursuant to the Credit Agreement but for this guarantee, hereby
guarantees the full and prompt payment to the Administrative Agent and each of
the Banks at maturity (whether by acceleration, lapse of time or otherwise) and
at all times thereafter of principal of and interest on all Indebtedness of the
Borrower under the Credit Agreement, and all extensions or renewals of all or
any part thereof and all other indebtedness, liabilities and obligations of the
Borrower to the Banks and the Administrative Agent under the Credit Agreement
and/or the other Loan Documents. Notwithstanding anything contained in this
Guaranty to the contrary, the amount payable by the Guarantor hereunder
(including without limitation all amounts payable pursuant to the last sentence
of Section 1.5 hereof) shall at no time exceed the Maximum Amount. As used
herein, the term "Maximum Amount"means an amount equal to the remainder
of (1) the fair saleable value of the Guarantor's assets at such time, minus (2)
U.S.$1.00.

This Guaranty Agreement is a
continuing guarantee of the liabilities of the Borrower under the Credit
Agreement, the Notes and other Loan Documents and the liability of the Guarantor
is that of principal debtor as between the Guarantor and the Administrative
Agent and the Banks but that of Guarantor as between it and the Borrower.

The Administrative Agent and the
Banks shall not be bound to exhaust their rights against the Borrower previous
to making a demand upon the Guarantor for the payment and the liability of the
Guarantor is to arise first when notice in writing is given by the
Administrative Agent or the Banks to the Guarantor of any default under the
Credit Agreement or any other Loan Document and demand for payment is made under
this Guaranty.

SECTION 1.     TERMS AND CONDITIONS.

Section
1.1.     This guaranty of payment by the Guarantor
shall be a continuing, absolute and unconditional guaranty and shall remain in
full force and effect until all Indebtedness of the Borrower to the Banks and
the Administrative Agent shall be fully paid and satisfied and all commitments
of the Banks under the Credit Agreement to extend credit to or for the account
of the Borrower shall have terminated. The dissolution, liquidation or
insolvency (howsoever evidenced) of, or the institution of bankruptcy or
receivership proceedings against the Guarantor or the Borrower shall not
terminate this Agreement.

Section
1.2.     The obligations and liabilities of the
Guarantor hereunder shall not be affected or impaired by any irregularity,
invalidity or unenforceability of or in any of the Notes or other Loan
Documents.

Section
1.3.     The obligations and liabilities of the
Guarantor hereunder shall not be affected or impaired by (and the Banks are
hereby expressly authorized to make from time to time without notice to the
Guarantor) any sale, pledge, surrender, compromise, settlement, release,
renewal, extension, indulgence, amendment, alteration, substitution, exchange,
change in, modification or other disposition of any of the Credit Agreement, the
Notes, any other Loan Documents, any other guaranty thereof, or of any security
or collateral therefor.

Section
1.4.     The obligations and liabilities of the
Guarantor hereunder shall not be affected or impaired by any acceptance by the
Administrative Agent or the Banks, or any of them, of any security or collateral
for, or other guarantors upon any of the Indebtedness or by any failure,
neglect, omission, delay or partial action on the part of the Administrative
Agent or the Banks, or any of them, in the administration of the Indebtedness or
to realize upon or protect any of the Indebtedness or any security or collateral
therefor, or to exercise any lien upon or right of appropriation of any moneys,
credits or property of the Borrower possessed by any of the Banks toward the
liquidation of the Indebtedness or by any application of payments or credits
thereon or by any other circumstances whatsoever (with or without notice to or
the knowledge of the Guarantor) which may in any manner or to any extent vary
the risk of the Guarantor hereunder or may otherwise constitute a legal or
equitable discharge of a surety or guarantor; it being the purpose and intent
that this guaranty of payment and the obligations and liability of the Guarantor
hereunder shall be absolute and unconditional under any and all circumstances
and shall not be discharged except by payment and performance as herein
provided.

Section
1.5.     In order to hold the Guarantor liable
hereunder, there shall be no obligation on the part of any Bank, at any time, to
resort for payment to any person directly liable in respect of the Indebtedness
or to any other guaranty, or to any other person, their properties or estates,
or to resort to any collateral, security, property, liens or other rights or
remedies whatsoever, and the Banks shall have the right to enforce this guaranty
of payment irrespective of whether or not other proceedings or steps are pending
seeking resort to or realization upon or from any of the foregoing. The
Guarantor agrees to pay all reasonable out-of-pocket expenses, including court
costs and reasonable attorneys' fees, paid or incurred by the Administrative
Agent and the Banks or any of them in endeavoring to collect on the Indebtedness
or any part thereof and in enforcing this Agreement, provided thatthe
amount payable by the Guarantor under this Agreement shall in no event exceed
the Maximum Amount.

Section
1.6.     The granting of credit to the Borrower by
any Bank from time to time in addition to the Indebtedness under the Credit
Agreement without notice to the Guarantor is hereby authorized and shall in no
way affect or impair the obligations and liability of the Guarantor
hereunder.

Section
1.7.     The payment by the Guarantor of any amount
or amounts under this guaranty of payment shall not entitle it, either at law,
in equity or otherwise, to any right, title or interest (whether by way of
subrogation or otherwise) in and to any of the Indebtedness, or in and to any
security or collateral therefor, or in or to any amounts at any time paid or
payable under or pursuant to any guaranty by any other person of all or part of
Indebtedness, or in and to any amounts theretofore, then or thereafter paid or
applicable to the payment of the Indebtedness, howsoever such payment or
payments may arise, until all of the Indebtedness has been fully paid and all
obligations of the Banks to extend credit to or for the benefit of the Borrower
shall have terminated or expired.

Section
1.8.     This Agreement may be enforced by all of
the Banks acting jointly or by the Administrative Agent acting on its own behalf
and on behalf of the Banks. Any Bank may, without any notice to the Guarantor,
sell, assign or transfer, to the extent permitted in the Credit Agreement, the
Indebtedness held by it, or any part thereof, or grant participations therein;
and in that event, each and every immediate and successive assignee, transferee
or holder of all or any part of the Indebtedness (but expressly excluding any
participant) shall, to the extent permitted by the first sentence of this
Section 1.8, have the right to enforce this Agreement, by suit or
otherwise, for the benefit of such assignee, transferee or holder (but expressly
excluding any participant) as fully as if such assignee, transferee or holder
were herein by name specifically given such rights, powers and benefits; but
each Bank shall have an unimpaired right, to the extent permitted by the first
sentence of this Section 1.8, to enforce this Agreement for its own benefit
or for the benefit of any such participant as to so much of the Indebtedness
that it has not sold, assigned or transferred.

Section
1.9.     If any payment applied to any of the
Indebtedness is thereafter set aside, recovered, rescinded or required to be
returned for any reason (including, without limitation, the bankruptcy,
insolvency or reorganization of any of the Borrower or any other obligor), the
Indebtedness to which such payment was applied shall for the purposes of this
Agreement be deemed to have continued in existence, notwithstanding such
application, and this Agreement shall be enforceable as to such of the
Indebtedness as fully as if such application had never been made.

SECTION 2.     REPRESENTATIONS AND WARRANTIES.

The Guarantor hereby represents and warrants that:

Section 2.1.     Organization.
The Guarantor is duly organized and validly existing in good standing under the
laws of the jurisdiction of its organization, and has the power and authority to
own its property and assets and to transact the business in which it is engaged
and presently proposes to engage.

Section 2.2.     Authority.
The Guarantor has the power and authority to execute, deliver and carry out the
terms and provisions of this Agreement and has taken all necessary action to
authorize the execution, delivery and performance of this Agreement.

Section 2.3.     Execution
and Delivery; Enforceability. The Guarantor has duly executed and delivered
this Agreement and this Agreement constitutes the legal, valid and binding
agreements of the Guarantor enforceable in accordance with its terms, except to
the extent that the enforceability thereof may be limited by applicable
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or
other similar laws generally affecting creditors' rights and by equitable
principles (regardless of whether enforcement is sought in equity or at
law).

Section 2.4.     Non-Contravention.
Neither the execution, delivery and performance by the Guarantor of this
Agreement nor compliance with the terms and provisions hereof (i) will
contravene any provision of any law, statute, rule, regulation, order, writ,
injunction or decree of any court or governmental instrumentality applicable to
the Guarantor or its properties and assets, or (ii) will conflict with or
result in any breach of, any of the terms, covenants, conditions or provisions
of, or constitute a default under, or result in the creation or imposition of
(or the obligation to create or impose) any lien upon any of the property or
assets of the Guarantor pursuant to the terms of its organizational documents
(e.g., memorandum and articles of association or by-laws, or other similar
document) or any promissory note, bond, debenture, indenture, mortgage, deed of
trust, credit or loan agreement, or any other material agreement or other
instrument, to which the Guarantor is a party or by which it or any of its
property or assets are bound or to which it may be subject.

Section 2.5.     Approvals.Other than the consent (which has been obtained) to this Agreement by
JPMorgan Chase Bank, as collateral trustee, under that certain Deed of Charge
(Shares and Securities), dated as of November 10, 1998 (the "Deed of
Charge"), and any related agreements, no order, consent, approval, license,
authorization, or validation of, or filing, recording or registration with, or
exemption by, any governmental or public body or authority, or any subdivision
thereof, is required to authorize or is required as a condition to (i) the
execution, delivery and performance by the Guarantor of this Agreement, or
(ii) the legality, validity, binding effect or enforceability of this
Agreement.

Section 2.6.     Litigation.
There are no actions, suits or proceedings pending or, to, the knowledge of the
Guarantor, threatened with respect to the Guarantor which question the validity
or enforceability of this Guaranty or any of the other Loan Documents executed
by it, or of any action to be taken by the Guarantor pursuant to this
Guaranty.

Section 2.7.     Ownership
of Subsidiaries. The Guarantor is the legal and beneficial owner of all of
the issued and outstanding equity interests of MissChem (Barbados), SRL, a
society organized under the Societies with Restricted Liability Act, 1995-7 of
Barbados ("MissChem Barbados") other than one quota owned by Mr. Charles
Dunn; MissChem Barbados is the legal and beneficial owner of all of the issued
and outstanding equity interests of MissChem Trinidad Limited, a company
organized under the Companies Act, 1995 of the laws of the Republic of Trinidad
and Tobago ("MissChem Trinidad"); and MissChem Trinidad is the legal and
beneficial owner of 50% of the issued and outstanding equity interests of
Farmland MissChem Limited, a company incorporated under the Companies Ordinance,
Chapter 31, No. 1, and continued under the Companies Act
Chapter 81:01 of the laws of the Republic of Trinidad and Tobago
("FMCL").

Section 2.8.     Nature
of Business. The only business of the Guarantor is owning and holding the
capital stock of MissChem Barbados owned by it; the only business of MissChem
Barbados is owning and holding the capital stock of MissChem Trinidad owned by
it; and the only business of MissChem Trinidad is owning and holding the capital
stock of FMCL owned by it, owning a subordinated promissory note in the
principal amount of U.S.$54,010,869 made by FMCL (the "FMCL Subordinated
Note") and fulfilling its obligations under the Deed of Charge and the
Unanimous Shareholders Agreement.

Section 2.9.     Liabilities.
Other than as set forth in the Deed of Charge, neither the Guarantor nor any of
its Subsidiaries has any liabilities that, either individually or in the
aggregate, are material to the Guarantor or any such Subsidiary.

SECTION 3.     COVENANTS.

It is understood and agreed that so long as credit is in use or
available under the Credit Agreement or any Indebtedness remains unpaid, except
to the extent compliance in any case or cases is waived in writing by the
Required Banks:

Section 3.1.     Maintenance
of Business. The Guarantor shall, and shall cause each of its Subsidiaries
to, preserve and maintain its existence. The Guarantor shall, and shall cause
each of its Subsidiaries to, preserve and keep in force and effect all licenses,
permits and franchises necessary to the proper conduct of its business.

Section 3.2.     Taxes
and Assessments. The Guarantor shall duly pay and discharge, and shall cause
each of its Subsidiaries to duly pay and discharge, all taxes, rates,
assessments, fees and governmental charges upon or against it or its Properties,
in each case before the same become delinquent and before penalties accrue
thereon, unless and to the extent that the same are being contested in good
faith and by appropriate proceedings which prevent enforcement of the matter
under contest and adequate reserves are provided therefor.

Section 3.3.     Insurance.
The Guarantor shall insure and keep insured, and shall cause each of its
Subsidiaries to insure and keep insured, with good and responsible insurance
companies, all insurable Property owned by it which is of a character usually
insured by Persons similarly situated and operating like Properties against loss
or damage from such hazards and risks, and in such amounts, as are insured by
Persons similarly situated and operating like Properties; and the Borrower shall
insure, and shall cause each of its Subsidiaries to insure, such other hazards
and risks (including employers' and public liability risks) with good and
responsible insurance companies as and to the extent usually insured by Persons
similarly situated and conducting similar businesses.

Section 3.4.     Borrowings
and Guaranties. The Guarantor shall not, nor shall it permit any of its
Subsidiaries to, issue, incur, assume, create or have outstanding any Debt, or
be or become liable as endorser, guarantor, surety or otherwise for any Debt,
obligation or undertaking of any other Person, or otherwise agree to provide
funds for payment of the obligations of another, or supply funds thereto or
invest therein or otherwise assure a creditor of another against loss, or apply
for or become liable to the issuer of a letter of credit which supports an
obligation of another Person, or subordinate any claim or demand it may have to
the claim or demand of any other Person; provided, however, that the
foregoing shall not restrict nor operate to prevent:

(a)     Debt
of the Guarantor under this Agreement; and

(b)     Obligations
and liabilities arising under the Deed of Charge, the Subordination Agreement,
the Shareholders Agreement and the Unanimous Shareholders Agreement.

Section 3.5.     Liens.
The Guarantor shall not, nor shall it permit any of its Subsidiaries to, create,
incur or permit to exist any Lien of any kind on any Property owned by any such
Person; provided, however, that the foregoing shall not apply to nor
operate to prevent (a) Liens granted to the Ex-Im Bank to secure FMCL's
indebtedness to the Ex-Im Bank, and (b) the contractual restrictions
contained in the Shareholders Agreement, the Deed of Charge and the Unanimous
Shareholders Agreement.

Section 3.6.     Investments,
Acquisitions, Loans and Advances. Other than (a) investments of the type
described in Sections 7.11(a), (b), (c), (d), (e), (f) and (g) of the Credit
Agreement, (b) intercompany loans and advances to the Borrower made with income
and profits generated in the ordinary course of business and not with the
proceeds of any liquidating dividend or distribution, (c) investments by the
Guarantor in any of its Subsidiaries, and (d) investments by any Subsidiary in
any of such Subsidiary's Subsidiaries and the FMCL Subordinated Note, the
Guarantor shall not, nor shall it permit any of its Subsidiaries to, directly or
indirectly, make, retain or have outstanding any investments (whether through
purchase of stock or obligations or otherwise) in, or loans or advances to, any
other Person, or acquire all or any substantial part of the assets or business
of any other Person or division thereof.

Section 3.7.     Mergers,
Consolidations and Sales. The Guarantor shall not, nor shall it permit any
of its Subsidiaries to, be a party to any merger or consolidation, or sell,
transfer, lease or otherwise dispose of all or any part of its Property,
including any disposition of Property as part of a sale and leaseback
transaction, or in any event sell or discount (with or without recourse) any of
its notes or accounts receivable.

Section 3.8.     Maintenance
of Subsidiaries. The Guarantor shall not assign, sell or transfer, nor shall
it permit any of its Subsidiaries to issue, assign, sell or transfer, any shares
of capital stock of its Subsidiaries; provided, however, that the
foregoing shall not operate to prevent the issuance, sale and transfer to any
person of any shares of capital stock of Subsidiaries solely for the purpose of
qualifying, and to the extent legally necessary to qualify, such person as a
director of such Subsidiary.

Section 3.9.     Dividends
and Certain Other Restricted Payments. The Guarantor shall not
(a) declare or pay any dividends on or make any other distributions in
respect of any class or series of its capital stock, other than dividends
payable out of income and profits generated in the ordinary course of business
and not in the nature of a liquidating distribution, or (b) directly or
indirectly purchase, redeem, or otherwise acquire or retire any of its capital
stock.

Section 3.10.     Compliance
with Laws. The Guarantor shall, and shall cause each of its Subsidiaries to,
comply in all material respects with the requirements of all applicable laws,
rules, regulations, ordinances and orders applicable to or pertaining to its
Property or business operations.

Section 3.11.     Burdensome
Contracts with Affiliates. The Guarantor shall not, nor shall it permit any
of its Subsidiaries to, enter into any contract, agreement or business
arrangement with any of its Affiliates on terms and conditions which are less
favorable to the Guarantor or such Subsidiary than would be usual and customary
in similar contracts, agreements or business arrangements between Persons not
affiliated with each other, except as provided in the Subordination Agreement,
the Deed of Charge, the Shareholders Agreement and the Unanimous Shareholders
Agreement.

Section 3.12.     Change
in the Nature of Business. The Guarantor shall not, nor shall it permit any
of its Subsidiaries to, engage in any business or activity if as a result
(a) the general nature of the business of the Guarantor or any of its
Subsidiaries would be changed in any material respect from the general nature of
the business engaged in by it as of the date hereof, or (b) any
representation or warranty contained in Section 2 of this Guaranty would no
longer be true and correct.

Section 3.13.     No
Restrictions. Except as provided herein, in the Deed of Charge, the
Shareholders Agreement, the Unanimous Shareholders Agreement and in the Credit
Agreement, the Guarantor shall not, nor shall it permit any of its Subsidiaries
to, directly or indirectly create or otherwise cause or suffer to exist or
become effective any consensual encumbrance or restriction of any kind on the
ability of the Guarantor or any of its Subsidiaries to: (a) pay dividends
or make any other distribution on any of the Guarantor's Subsidiaries' capital
stock or other equity interests owned by the Guarantor or any of its other
Subsidiaries, (b) pay any indebtedness owed to the Borrower or any of the
Guarantor's Subsidiaries', (c) make loans or advances to the Guarantor or
any of the Guarantor's Subsidiaries, (d) transfer any of its Property to
the Guarantor or any of its other Subsidiaries, or (e) guarantee the
Indebtedness pursuant to this Agreement.

Section 3.14.     Leases.
The Guarantor will not, and will not permit any of its Subsidiaries to, enter
into any rental agreement or lease as lessee of real or personal property.

Section 3.15.     Sale
and Leaseback Transactions. Neither the Guarantor nor any of its
Subsidiaries shall, directly or indirectly, enter into any arrangement with any
Person providing for the Guarantor or any of its Subsidiaries to lease or rent
Property that the Guarantor or such Subsidiary has or will sell or otherwise
transfer to such Person.

Section 3.16.     Guaranty
as a Liability. For the purposes of determining the solvency of the
Guarantor under the International Business Companies' Act, Cap. 291 of the Laws
of the British Virgin Islands this Guarantee shall be treated as a liability and
shall be shown as a liability on the books of account of the Guarantor.

SECTION 4.     DEFINITIONS.

The terms hereinafter set forth when used herein shall have the
following meanings:

"Affiliate" shall mean, for any Person, any other Person
(including all directors and officers of such Person) that directly or
indirectly controls, or is under common control with, or is controlled by, such
Person. As used in this definition, "control" means the power, directly
or indirectly, to direct or cause the direction of management or policies of a
Person (through ownership of voting securities, by contract or otherwise),
provided that, in any event for purposes of the definition any
Person that owns directly or indirectly 10% or more of the securities having
ordinary voting power for the election of directors of a corporation or 10% or
more of the partnership or other ownership interests of any other Person will be
deemed to control such corporation or other Person.

"Capitalized Lease" shall mean any lease or obligation for
rentals which is required to be capitalized on a consolidated balance sheet of a
Person and its Subsidiaries in accordance with generally accepted accounting
principles, consistently applied.

"Capitalized Lease Obligation" shall mean the present
discounted value of the rental obligations under any Capitalized Lease.

"Debt" of any Person shall mean as of any time the same is
to be determined, the aggregate (without duplication) of:

(a)     all
indebtedness, obligations and liabilities with respect to borrowed money;

(b)     all
guaranties, endorsements (other than any liability arising out of the
endorsement of items for deposit or collection in the ordinary course of
business) and other contingent obligations in respect of, or any obligations to
purchase or otherwise acquire, indebtedness or securities of others or to
purchase Property of others at the request or demand of any creditor of such
Person;

(c)     all
reimbursement and other obligations with respect to letters of credit (whether
drawn or undrawn), banker's acceptances, customer advances and other extensions
of credit whether or not representing obligations for borrowed money;

(d)     the
aggregate amount of Capitalized Lease Obligations;

(e)     all
indebtedness and liabilities secured by any lien or any security interest on any
Property or assets of such Person, whether or not the same would be classified
as a liability on a balance sheet; and

(f)     all
indebtedness, obligations and liabilities representing the deferred purchase
price of Property, excluding trade payables incurred in the ordinary course of
business not more than 90 days past due;

all computed and determined on a consolidated basis for such
Person and its Subsidiaries after the elimination of intercompany items in
accordance with generally accepted accounting principles consistently
applied.

"Ex-Im Bank" means the Export-Import Bank of the United
States.

"L/C" means each letter of credit issued under the Credit
Agreement for the Borrower's account.

"Lien" means any mortgage, lien, security interest, pledge,
charge or encumbrance of any kind in respect of any Property, including the
interests of a vendor or lessor under any conditional sale, Capital Lease or
other title retention arrangement.

"Loan" means any loan made by any of the Banks pursuant to
Revolving Credit and the Swingline established under the Credit
Agreement.

"Loan Documents" shall have the meaning specified in
Section 4.1 of the Credit Agreement.

"Person" shall mean and include any individual, sole
proprietorship, partnership, limited liability company, joint venture, trust,
unincorporated organization, association, corporation, institution, entity,
party or government (whether national, federal, state, county, city, municipal,
or otherwise, including, without limitation, any instrumentality, division,
agency, body or department thereof).

"Property" shall mean all assets and properties of any
nature whatsoever, whether real or personal, tangible or intangible, including
without limitation intellectual property.

"Reimbursement Obligations" means the Borrower's obligation
to pay in immediately available funds to Harris for the account of Harris and
the Banks who are participating in L/Cs pursuant to the Credit Agreement the
face amount of each draft drawn and presented under an L/C issued by Harris
hereunder for the Borrower's account.

"Required Banks" shall mean any Bank or Banks which in the
aggregate have more than 50% of the Revolving Credit Commitments or, if at the
time no Revolving Credit Commitments are in effect, any Bank or Banks which in
the aggregate hold more than 50% of the aggregate unpaid principal balance of
the Loans and Reimbursement Obligations then outstanding.

"Revolving Credit Commitments" means the commitments of the
Banks to make loans to the Borrower under the Credit Agreement, subject to the
terms and conditions thereof.

"Shareholders Agreement" means the Amended and Restated
Shareholders Agreement dated November 10, 1998, among the Borrower, the
Guarantor and its Subsidiaries, Farmland Industries, Inc. and certain of its
Subsidiaries, and FMCL.

"Subordination Agreement" means the Subordination Agreement
dated as of November 10, 1998, among the Ex-Im Bank, MissChem Trinidad, and
FMCL.

"Subsidiary" shall mean, for any Person, any corporation or
other entity of which more than fifty percent (50%) of the outstanding stock or
comparable equity interests having ordinary voting power for the election of the
Board of Directors of such corporation or similar governing body in the case of
a non-corporation (irrespective of whether or not, at the time, stock or other
equity interests of any other class or classes of such corporation or other
entity shall have or might have voting power by reason of the happening of any
contingency) is at the time directly or indirectly owned by such Person or by
one or more of its Subsidiaries.

"Unanimous Shareholders Agreement" means the Unanimous
Shareholders Agreement dated as of November 10, 1998, among MissChem
Trinidad, MissChem Barbados and JPMorgan Chase Bank.

SECTION 5.     MISCELLANEOUS.

Section 5.1.     Notices.
Unless otherwise expressly provided herein, all communications provided for
herein shall be in writing or by telecopy and shall be deemed to have been given
or made when served personally, when an answer back is received in the case of
notice by telecopy or 2 days after the date when deposited in the United
States mail addressed if to the Guarantor to P.O. Box 388, Yazoo City,
Mississippi  39194, Attention: Corporate Secretary with a copy to the
Ex-Im Bank, 811 Vermont Avenue NW, Washington, D.C. 20571, Attention: Alice
McNutt Miller, Managing Director; if to the Administrative Agent or Harris at
111 West Monroe Street, Chicago, Illinois 60690, Attention: Special Asset
Division; and if to any of the Banks, at the address for each Bank set forth
under its signature on the Credit Agreement; or at such other address as shall
be designated by any party hereto in a written notice to each other party
pursuant to this Section 2.1.

Section 5.2.     Jurisdiction;
Venue. The Guarantor hereby submits to the nonexclusive jurisdiction of the
United States District Court for the Northern District of Illinois and of any
Illinois court sitting in Chicago for purposes of all legal proceedings arising
out of or relating to this Agreement or the transactions contemplated hereby.
The Guarantor irrevocably waives, to the fullest extent permitted by law, any
objection which it may now or hereafter have to the laying of the venue of any
such proceeding brought in such a court and any claim that any such proceeding
brought in such a court has been brought in an inconvenient forum.

Section 5.3
     Appoint of Agent for Service of Process. The
Guarantor consents to the service of process by registered or certified mail out
of any such court or by service of process on CT Corporation System, 208 S.
LaSalle Street, Chicago, Illinois 60604 which the Guarantor hereby irrevocably
appoints as its agent to receive, for it and on its behalf, service of process
in any action or proceeding in Illinois. Such service shall be deemed completed
on delivery to such process agent (whether or not it is forwarded to and
received by the undersigned) provided that notice of such service of process is
given by the Agent to the Guarantor. If, for any reason, such process agent
ceases to be able to act as such or no longer has an address in Illinois, the
undersigned irrevocably agrees to appoint a substitute process agent acceptable
to the Agent and to deliver to the Agent a copy of the new agent's acceptance of
that appointment within 30 days. Nothing contained herein shall affect the right
of the Agent to serve legal process in any other manner or to bring any
proceeding hereunder in any jurisdiction where the Guarantor may be amenable to
suit.

Section
5.4.     Waiver of Jury Trial. The Guarantor and,
by accepting the benefits of this Agreement, the Agent and each Bank hereby
irrevocably waives any and all right to trial by jury in any legal proceeding
arising out of or relating to this Guaranty Agreement or the transactions
contemplated hereby.

Section
5.5.     Governing Law; Successors and Assigns.This Agreement shall be construed according to the internal laws of the
state of Illinois, in which State it shall be performed by the Guarantor. This
Agreement and every part hereof shall be binding upon the Guarantor and upon its
legal representatives, successors and assigns of each and all of the
undersigned, and shall inure to the benefit of the Banks and their respective
successors, legal representatives and assigns.

Section
5.6.     Entire Agreement. This writing is
intended by the parties to be a complete and final expression of this Agreement
and is also intended as a complete and exclusive statement of the terms of that
agreement. No course of dealing, course of performance or trade usage, and no
parole evidence of any nature, shall be used to supplement or modify any terms
hereof, nor are there any conditions to the full effectiveness of this
Agreement.

Section
5.7.     Release of Guarantor. The Guarantor
shall not be released from any of its obligations under this Agreement, and this
Section 5.7 may not be amended, modified or waived, without the prior
written consent of all of the Banks.



Dated as of November 15, 2002.

MISSISSIPPI CHEMICAL HOLDINGS, INC.

By        Charles O.
Dunn            
Director