EXHIBIT 4.9

                               THIRD AMENDMENT TO
                                 CHEMFIRST INC.
           401(k) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST

      THIS AMENDMENT, effective as specifically stated herein, by and between
CHEMFIRST INC., a Business Corporation, having its principal office in Jackson,
Mississippi (hereinafter referred to as "Employer"), and CHARLES SCHWAB TRUST
COMPANY (hereinafter sometimes referred to as "Trustee");

                                R E C I T A L S:

      A. WHEREAS, the Employer has previously established the ChemFirst Inc.
401(k) Savings and Employee Stock Ownership Plan and Trust ("Plan and Trust")
for the benefit of those employees who qualify thereunder and for their
beneficiaries; and

      B. WHEREAS, the Employer desires to amend the Plan and Trust to
incorporate certain changes requested by the Internal Revenue Service in order
to obtain an updated determination letter concerning the Plan's qualified status
under Sections 401(a), 401(k) and 4975(e)(7) of the Internal Revenue Code of
1986, as amended;

      NOW, THEREFORE, pursuant to Section 10.01 of the Plan and Trust, the
following amendment is hereby made and shall be effective as specifically stated
herein:

1.    Effective January 1, 1997, Section 1.05 is amended, as underlined, to read
      as follows:

"1.05 Acquisition Loan

      A loan (or extension of credit) used by the trustee to finance the
      acquisition of Company Stock, which loan will constitute an extension of
      credit to the Trust from a party-in-interest (ad defined in ERISA)."

2.    Effective January 1, 1997, Section 1.15 of the Plan is amended as
      underlined to read as follows:

"1.15 Employee

      (a)   In General

            An Employee is any person who is employed by the Employer or a
            Participating Employer.

      (b)   Leased Employee

            A Leased Employee means any person who, pursuant to an agreement
            between the Employer or any Related Employer ("Recipient Employer")
            and any other person ("leasing organization"), has performed
            services for the Recipient Employer on a


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            substantially full-time basis for a period of at least one year and
            such services are performed under the primary direction or control
            of the Recipient Employer.

            Any Leased Employee will be treated as an Employee of the Recipient
            Employer; however, contributions or benefits provided by the leasing
            organization which are attributable to the services performed for
            the Recipient Employer will be treated as provided by the Recipient
            Employer. If all Leased Employees constitute less than 20% of the
            Employer's non-highly-compensated work force within the meaning of
            Code Section 414(n)(1)(C)(ii), then the preceding sentence will not
            apply to any Leased Employee if such Employee is covered by a money
            purchase pension plan ("Safe Harbor Plan") which provides: (1) a
            nonintegrated employer contribution rate of at least 10% of
            compensation, (2) immediate participation, and (3) full and
            immediate vesting.

            Years of Eligibility Service for purposes of eligibility to
            participate in the Plan and Years of Vesting Service for purposes of
            determining a Participant's Vested Percentage include service by an
            Employee as a Leased Employee.

      (c)   Regular Employee

            A Regular Employee is an Employee (whether full time or part time)
            hired to fill a specific position on an indefinite basis and whose
            position is reflected in the Employer's written annual budget as
            being a permanent position that is eligible for participation in the
            Plan."

3.    Effective January 1, 1997, Section 1.21(a) is amended, as underlined, to
      read as follows:

      "(a)  Compensation

            For purposes of this Section, Compensation means Compensation
            defined in Section 1.11, excluding only the exclusions described in
            paragraphs (i) through (iv), and including deferrals under (a) Code
            Section 402(e)(3) relating to a Code Section 401(k) arrangement; (b)
            Code Section 125 relating to a cafeteria plan; (c) Code Section
            403(b) relating to a tax sheltered annuity plan; (d) Code Section
            408(h) relating to a simplified employee pension; and (e) Effective
            January 1, 1998, Code Section 402(k) relating to a simple retirement
            account. Compensation in excess of the Statutory Compensation Limit
            will be disregarded. The definition of Compensation shall be limited
            to Compensation earned during (i) the Determination Year for
            purposes of Section 1.21(d)(2)(i) and (ii) the Lookback Year for
            purposes of Sections 1.21(d)(2)(ii) and 1.21(j)."

4.    Effective January 1, 1997, Section 3.04(a)(7) is amended, as underlined,
      to read as follows:

      "(7)  Application of Forfeitures


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            Forfeitures from a Participant's Employee Stock Ownership Account
            will be used to reduce Employee Stock Ownership Contributions in the
            Plan Year in which the Forfeitures are determined to occur. To the
            extent that a Participant's Employee Stock Ownership Account holds
            more than one class of Employer Securities, Forfeitures shall be
            made equally from each class of Employer Securities.

            Notwithstanding the foregoing, the portion of a Participant's
            account attributable to assets other than Company Stock acquired
            with the proceeds of an Acquisition Loan shall be forfeited first."

5.    Effective January 1, 1997, Section 4.05(a)(5) is amended, as underlined,
      to read as follows:

      "(5)  Contribution Percentage Test

            The Contribution Percentage Test is a test applied on a Plan Year
            basis to determine whether a plan meets the requirements of Code
            Section 401(m).

            In each of the following tests, the Contribution Percentage for the
            Highly Compensated Group for a Plan Year is compared with the
            Contribution Percentage for the Non-highly Compensated Group for the
            preceding Plan Year (or the current Plan Year if elected by the
            Employer; provided, however, that if such an election is made, it
            may not be changed except as provided by the Secretary of the
            Treasury.)"

            In the case of the first Plan Year of the Plan (if this is not a
            successor plan within the meaning of Treasury Regulation
            1.401(k)-1(d)(3)), the Contribution Percentage for the Non-highly
            Compensated Group will be the Contribution Percentage for the
            Non-highly Compensated Group for the first Plan Year or, if the
            Employer elects to use 3% as the Deferral Percentage for the first
            Plan Year, the Contribution Percentage that would result if the
            Deferral Percentage for each Non-highly Compensated Participant were
            3%.

            The Contribution Percentage Test may be met by either satisfying the
            General Contribution Percentage Test or the Alternative Contribution
            Percentage Test.

            The General Contribution Percentage Test is satisfied if the
            Contribution Percentage for the Highly Compensated Group does not
            exceed 125% of the Contribution Percentage for the Non-highly
            Compensated Group.

            The Alternative Contribution Percentage Test is satisfied if the
            Contribution Percentage for the Highly Compensated Group does not
            exceed the lesser of:

            o     The Contribution Percentage for the Non-highly Compensated
                  Group plus 2 percentage points, or

            o     The Contribution Percentage for the Non-highly Compensated
                  Group multiplied by 2.0.


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<PAGE>

            If (i) one or more Highly Compensated Employees of the Employer or
            any Related Employer are eligible to participate in both a Cash or
            Deferred Arrangement and a plan which provides for Employee
            After-tax Contributions or Matching Contributions, (ii) the Deferral
            Percentage for all of the Highly Compensated Group does not satisfy
            the General Deferral Percentage Test, and (iii) the Contribution
            Percentage for all of the Highly Compensated Group does not satisfy
            the General Contribution Percentage Test, then the Contribution
            Percentage Test will be deemed to be satisfied only if the sum of
            the Deferral Percentage and the Contribution Percentage for all of
            the Highly Compensated Group does not exceed the Aggregate Limit. If
            the Aggregate Limit is exceeded, the Plan shall satisfy the test for
            multiple use of the alternative limitation as provided in Treas.
            Reg. ss. 1.401(m)-2(c) in accordance with Section 4.05(a)(7).

            The Plan will not fail to satisfy the Contribution Percentage test
            merely because all of the Eligible Employees under the Plan for a
            Plan Year are Highly Compensated Employees."

6.    Effective January 1, 1997, Section 4.05(a)(7) of the Plan is amended, as
      underlined, to read as follows:

      "(7)  Deferral Percentage Test

            The Deferral Percentage Test is a test applied on a Plan Year basis
            to determine whether a plan meets the requirements of Code Section
            401(k).

            In each of the following tests, the Deferral Percentage for the
            Highly Compensated Group for a Plan Year is compared with the
            Deferral Percentage for the Non-highly Compensated Group for the
            preceding Plan Year (or the current Plan year if elected by the
            Employer; provided, however, that if such an election is made, it
            may not be changed except as provided by the Secretary of the
            Treasury).

            In the case of the first Plan Year of the Plan (if this is not a
            successor plan within the meaning of Treasury Regulation
            1.401(k)-1(d)(3)), the Deferral Percentage for the Non-highly
            Compensated Group will be 3%, or, if elected by the Employer, the
            actual Deferral Percentage for the Non-highly Compensated Group for
            the first Plan Year.

            The Deferral Percentage Test may be met by either satisfying the
            General Deferral Percentage Test of the Alternative Deferral
            Percentage Test.

            The General Deferral Percentage Test is satisfied if the Deferral
            Percentage for the Highly Compensated Group does not exceed 125% of
            the Deferral Percentage for the Non-highly Compensated Group.

            The Alternative Deferral Percentage Test is satisfied if the
            Deferral Percentage for the Highly Compensated Group does not exceed
            the lesser of:


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<PAGE>

            o     the Deferral Percentage for the Non-highly Compensated Group
                  plus 2 percentage points, or

            o     the Deferral Percentage for the Non-highly Compensated Group
                  multiplied by 2.0.

            If (i) one or more Highly Compensated Employees of the Employer or
            any Related Employer are eligible to participate in both a Cash or
            Deferred Arrangement and a plan which provides for Employee
            After-tax Contributions or Matching Contributions, (ii) the Deferral
            Percentage for the Highly Compensated Group does not satisfy the
            General Deferral Percentage Test, and (iii) the Contribution
            Percentage for the Highly Compensated Group does not satisfy the
            General Contribution Percentage Test, then the Deferral Percentage
            Test will be deemed to be satisfied only if the sum of the Deferral
            Percentage and the Contribution Percentage for the Highly
            Compensated Group does not exceed the Aggregate Limit. If the
            Aggregate Limit is exceeded, the Plan shall satisfy the test for
            multiple use of the alternative limitation as provided in Treas.
            Reg. ss. 1.401(m)-2(c)(3) by reducing the Deferral Percentage of
            those Highly Compensated employees who also participate in an
            arrangement that provides for After-tax Contributions or Matching
            Contributions so that the limit is not exceeded, beginning with the
            Highly Compensated Employee whose Deferral Percentage is the
            highest. The amount by which each Highly Compensated Employee's
            Deferral Percentage amount is reduced shall be treated as an Excess
            Contribution. The Deferral Percentage and Contribution Percentage of
            the Highly Compensated Employees are determined after:

            o     use of any Qualified Nonelective Contributions and Qualified
                  Matching Contributions to meet the Deferral Percentage Test;

            o     use of any Qualified Nonelective Contributions and Elective
                  Contributions to meet the Deferral Percentage Test;

            o     any corrective distribution or forfeiture of Excess Deferrals,
                  Excess Contributions or Excess Aggregate Contributions; and

            o     after any recharacterization of Excess Contributions required
                  without regard to multiple use of the alternative limitation.

            The Plan will not fail to satisfy the Deferral Percentage test
            merely because all of the Eligible Employees under the Plan for a
            Plan Year are Highly Compensated Employees.


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<PAGE>

7.    Effective January 1, 1997, Section 4.05(i) of the Plan is amended, as
      underlined, to read as follows:

      "(i)  Aggregation of Plans

            If the Employer or a Related Employer sponsors one or more other
            plans which include a Cash or Deferred Arrangement, the Employer may
            elect to treat any two or more of such plans as an aggregated single
            plan for purposes of satisfying Code Sections 401(a)(4), 401(k) and
            410(b). The Cash or Deferred Arrangements included in such
            aggregated plans will be treated as a single Arrangement for
            purposes of this Section. However, only those plans that have the
            same plan year may be so aggregated.

            If the Employer or a Related Employer sponsors one or more other
            plans to which Employee After-tax Contributions or Matching
            Contributions are made, the Employer may elect to treat any two or
            more of such plans as an aggregated single plan for purposes of
            satisfying Code Sections 401(a)(4), 401(m) and 410(b). However, only
            those plans that have the same plan year may be so aggregated.

            Any such aggregation must be made in accordance with Treasury
            Regulation 1.401(k)-1(b)(3). For example, contributions and
            allocations under the portion of a plan described in Code Section
            4975(e)(7) (an ESOP) may not be aggregated with the portion of a
            plan not described in Code Section 4975(e)(7) (a non-ESOP) for
            purposes of determining whether the ESOP or non-ESOP satisfies the
            requirements of Code Sections 401(a)(4), 401(k), 401(m) and 410(b).

            To the extent that any Participant who is a Highly Compensated
            Employee for the Plan Year is eligible to have Employer Elective
            Contributions (or Qualified Non-Elective Contributions or Qualified
            Matching Contributions, or both, if treated as Employer Elective
            Contributions for the Actual Deferral Percentage Test) allocated to
            his or her account under two (2) or more Cash or Deferred
            Arrangements that are maintained by the Employer or a Related
            Employer, such plans shall be aggregated for purposes of Code
            Sections 401(a)(4), 401(k), 401(m) and 410(b). If a Highly
            Compensated Employee participates in two (2) or more Cash or
            Deferred Arrangements that have different plan years, all Cash or
            Deferred Arrangements ending with or within the same calendar year
            shall be treated as a single plan. Notwithstanding the foregoing,
            certain plans shall be treated as separate if mandatorily
            disaggregated under applicable Treasury regulations pursuant to Code
            Section 401(k).

            To the extent that this Plan is required to be aggregated with
            another plan for purposes of satisfying Code Sections 401(k)(3) or
            401(m)(2), then such plans shall be aggregated for all purposes
            under Code Sections 401(a)(4) and 410(b). To the extent that this
            Plan is permissively aggregated with another plan for purposes of
            satisfying Code Sections 401(k)(3) or 401(m)(2), then such plans
            shall be aggregated for all purposes under Code Sections 401(a)(4)
            and 410(b). Plans that could be aggregated under Code Section 410(b)
            but that are not actually aggregated


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<PAGE>

            for a Plan Year for purposes of Code Section 410(b) may not be
            aggregated for purposes of Code Sections 401(k) and 401(m)."

8.    Effective January 1, 1997, Section 6.02 of the Plan is amended as
      underlined to read as follows:

      "6.02 Death Benefit

      (a)   Pre-Retirement Death Benefit

            In the event of the death of a Participant prior to the date that he
            begins to receive a retirement benefit under the Plan, if the
            Participant has a Surviving Spouse and if a Beneficiary other than
            the Participant's Surviving Spouse has not been designated pursuant
            to a Qualified Election, the Participant's Surviving Spouse will be
            entitled to receive a Qualified Survivor Annuity.

            If a Surviving Spouse does not exist or if a Beneficiary other than
            the Participant's Surviving Spouse has been designated pursuant to a
            Qualified Election, the Participant's designated Beneficiary will be
            entitled to receive the value of the Participant's Accrued Benefit.

      (b)   Post-Retirement Death Benefit

            In the event of the death of a Retired Participant or a Disabled
            Participant receiving a benefit, a benefit will be paid to the
            Participant's Beneficiary or Surviving Spouse in accordance with the
            form of benefit payment elected under the Plan.

      (c)   Commencement of Benefits.

            Payments to a Participant's Beneficiary or Surviving Spouse shall
            begin sixty days following the close of the Plan Year in which the
            Participant dies. The Committee shall charge each payment to the
            Participant's or Former Participant's Individual Account. Payments
            shall continue until the death of the last survivor of the
            Beneficiaries or until the Individual Account is paid in full,
            whichever event shall occur first.

            Notwithstanding any contrary provision, unless other Plan
            distribution provisions require earlier distribution of the
            Participant's Individual Account, if the Participant's Beneficiary
            or Surviving Spouse elects, the Committee shall direct the Trustee
            to commence distribution of the Participant's Account Balance
            attributable to Employer Securities in the Participant's Employer
            Stock Ownership Account no later than one (1) year after the close
            of the Plan Year in which the Participant separates from Service
            because of death. For purposes of this paragraph, Employer
            Securities do not include any Employer Securities acquired with the
            proceeds of an Exempt Loan until the close of the Plan Year in which
            the borrower repays the Exempt Loan in full.

            If the Participant dies after his distributions have commenced, the
            Trustee shall continue to distribute the remaining portion of the
            Participant's Account Balance at


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<PAGE>

            least as rapidly as under the method of distribution used prior to
            the Participant's death. If the Participant dies before distribution
            commences, the Trustee shall complete distribution of the
            Participant's or Former Participant's Account Balance by December 31
            of the calendar year containing the fifth (5th) anniversary of the
            Participant's death, except to the extent that the Beneficiary
            elects to receive distributions under paragraphs (1) or (2) below:

            (1)   If any portion of the Participant's or Former Participant's
                  Nonforfeitable Account Balance is payable to a Beneficiary,
                  the Beneficiary may elect distributions over the life or over
                  a period certain not greater than the life expectancy of the
                  Designated Beneficiary commencing on or before December 31 of
                  the calendar year immediately following the calendar year in
                  which the Participant or Former Participant died;

            (2)   If the Beneficiary is the Participant's Surviving Spouse, the
                  date distributions must begin under paragraph (1) above shall
                  not be earlier than the later of: (i) December 31 of the
                  calendar year immediately following the calendar year in which
                  the Participant died; and (ii) December 31 of the calendar
                  year in which the Participant would have attained age seventy
                  and one-half (70 1/2) years. If the Participant has not made
                  an election pursuant to this Section by the time of death, the
                  Beneficiary must elect the method of distribution no later
                  than the earlier of: (i) December 31 of the calendar year in
                  which distributions must begin under this Section; or (ii)
                  December 31 of the calendar year which contains the fifth
                  (5th) anniversary of the date of death of the Participant. If
                  the Participant has no Beneficiary, or if the Beneficiary does
                  not elect a method of distribution, distribution of the
                  Account Balance of the Participant must be completed by
                  December 31 of the calendar year containing the fifth (5th)
                  anniversary of the Participant's death.

            (3)   If the Surviving Spouse is the Beneficiary of any portion of a
                  deceased Participant's benefits under the Plan, the Surviving
                  Spouse shall be permitted to direct that this distribution of
                  benefits commence at a reasonable time following the death of
                  the Participant or Former Participant under applicable
                  Treasury regulations.

            (4)   If the Surviving Spouse dies after the Participant, but before
                  payments to the Spouse begin, the preceding provisions of this
                  Section, with the exception of paragraph (2), shall be applied
                  as if the Surviving Spouse had been the Participant."

9.    Effective January 1, 1997, Section 7.01 is amended, as underlined, to read
      as follows:

"7.01 Limitation on Annual Additions

      The amount of the Annual Addition which may be allocated under this Plan
      to any Participant's Account as of any Allocation Date will not exceed the
      Defined Contribution


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<PAGE>

      Limit (based upon his Aggregate Compensation up to such Valuation Date)
      reduced by the sum of any allocations of annual additions made to
      Participant's Accounts under this Plan as of any preceding Allocation Date
      within the Limitation Year. Such reductions shall be made in the event
      that an excess annual addition arises from contributions to the Plan based
      on estimated annual compensation, the allocation of forfeitures, a
      reasonable error occurs in determining the amount of elective deferrals
      under Code Section 402(g)(3) or under other facts and circumstances that
      the Commissioner finds justify the availability of relief under Treas.
      Reg. ss. 1.415-6(b)(6).

      If the Annual Addition under this Plan on behalf of a Participant is to be
      reduced as of any Allocation Date as a result of the next preceding
      paragraph, the reduction will be, to the extent required, effected by
      first reducing Participant contributions (which increase the annual
      addition), then Forfeitures (if any), and then Employer contributions to
      be allocated under this Plan on behalf of the Participant as of the
      Allocation Date.

      Any necessary reduction will be made as follows:

      (a)   The amount of the reduction consisting of nondeductible Participant
            contributions will be paid to the Participant as soon as
            administratively feasible.

      (b)   The amount of the reduction consisting of any other Participant
            contributions will be paid to the Participant as soon as
            administratively feasible.

      (c)   The amount of the reduction consisting of Forfeitures will be
            allocated and reallocated to other Accounts in accordance with the
            Plan formula for allocating Forfeitures to the extent that such
            allocations do not cause the additions to any other Participant's
            Accounts to exceed the lesser of the Defined Contribution Limit or
            any other limitation provided in the Plan.

      (d)   The amount of the reduction consisting of Employer contributions
            will be allocated and reallocated to other Accounts in accordance
            with the Plan formula for Employer Contributions to the extent that
            such allocations do not cause the additions to any other
            Participant's Accounts to exceed the lesser of the Defined
            Contribution Limit or any other limitation provided in the Plan.

      (e)   To the extent that the reductions described in paragraph (d) cannot
            be allocated to other Participant's Accounts, the reductions will be
            allocated to a suspense account as Forfeitures and held therein
            until the next succeeding Allocation Date on which Forfeitures could
            be applied under the provisions of the Plan. All amounts held in a
            suspense account must be applied as Forfeitures before any
            additional contributions, which would constitute annual additions,
            may be made to the Plan. If the Plan terminates, the suspense
            account will revert to the Employer to the extent it may not be
            allocated to any Participant's Accounts.


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      (f)   If a suspense account is in existence at any time during a
            Limitation Year pursuant to this Section, it will not participate in
            the allocation of the Trust Fund's investment gains and losses.

      (g)   If no more than one-third of the employer contributions to the Plan
            are allocated to Participants who are Highly Compensated Employees,
            the limitations under this Section shall not apply to (i)
            forfeitures of Employer Securities under such Plan if the Employer
            Securities were acquired with the proceeds of an Exempt Loan, or
            (ii) employer contributions to the Plan which are deductible under
            Code Section 404(a)(9)(B) and charged against the Participant's
            Account."

10.   Effective January 1, 1997, Section 7.04 is amended, as underlined, to read
      as follows:

"7.04 Effect of Top-Heavy Status

      (a)   General

            Notwithstanding the provisions of Section 7.03, "1.0" will be
            substituted for "1.25" wherever it appears in Sections 7.03(h) and
            7.03(k) for any Limitation Year in which the Plan is found to be
            Top-Heavy for the Plan Year which coincides with or ends within such
            Limitation Year.

      (b)   Non-application

            If the Plan is not determined to be Super Top-Heavy, then for the
            Plan Year which coincides with or ends within a Limitation Year, the
            following will apply:

            (1)   Any Non-Key Employee who is a Participant in both this Plan
                  and a defined benefit plan maintained by the Employer or a
                  Related Employer will be entitled to a minimum accrued benefit
                  under the defined benefit plan equal to the greater of the
                  accrued benefit provided under the defined benefit plan or a
                  monthly benefit in the form of a straight life annuity (with
                  no ancillary benefits) commencing at normal retirement date
                  equal to the Participant's average monthly compensation (which
                  means the average rate of Aggregate Compensation during the
                  five consecutive years, as defined for purposes of determining
                  average monthly compensation, in which the Participant had the
                  highest Aggregate Compensation) multiplied by the lesser of
                  (A) 3% for each year of benefit service performed while
                  actually participating in the plan during a Plan Year in which
                  the plan is determined to be Top-Heavy, or (B) 30%.

                  A Participant will not be required to be employed on the last
                  day of a Plan Year in order to be entitled to the benefit
                  provided by this Section 7.04(b). The defined benefit plan may
                  not satisfy the requirements of this Section 7.04(b) through
                  Employer contributions to Social Security.

            (2)   Section 7.04(a) will not apply for such Limitation Year.


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<PAGE>

      (c)   Minimum Allocations.

            If a defined benefit plan maintained by the Employer which benefits
            a Key Employee depends on this Plan to satisfy the nondiscrimination
            rules of Code Section 401(a)(4) or the coverage rules of Code
            Section 410 (or another plan benefiting the Key Employee so depends
            on the defined benefit plan), each Non-Key Employee shall receive a
            top heavy minimum allocation of five percent (5%) of the Non-Key
            Employee's Compensation regardless of the contribution rate for the
            Key Employee. The minimum allocation under this Section shall be
            provided to each Non-Key Employee who is a Participant and is
            employed by the Employer on the last day of the Plan Year, whether
            or not the Participant has been credited with one thousand (1,000)
            Hours of Service for the Plan Year. The minimum allocation under
            this Section shall not be provided to any Participant who was not
            employed by the Employer on the last day of the Plan Year. The
            provisions of this Section shall not apply to any Participant to the
            extent the Participant is covered under any other plan or plans of
            the Employer under which the minimum allocation or benefit
            requirements under Code Section 416(c)(1) or (c)(2) are met for the
            Participant."

11.   Effective January 1, 1997, Section 12.01(c) is amended, as underlined, to
      read as follows:

      "(c)  Acquisition Loan. The Trustee is expressly authorized to enter into
            an Acquisition Loan transaction; provided, however, that the loan
            shall be primarily for the benefit of the Plan Participants. The
            following terms and conditions apply to any Acquisition Loan.

            (i)   The Trustee shall, within a reasonable period of time, use the
                  proceeds of any Acquisition Loan:

                  (A)   to acquire Company Stock described in Section 1.10(b)
                        (i), (ii) or (iii);

                  (B)   to repay the Acquisition Loan; or

                  (C)   to repay a prior Acquisition Loan.

            (ii)  Any Acquisition Loan shall provide that the creditor is
                  without recourse against the Plan and Trust. The Acquisition
                  Loan shall further provide that no person entitled to payment
                  under the Acquisition Loan shall have any rights to the assets
                  of the Plan and Trust other than:

                  (A)   the collateral given under the Acquisition Loan;

                  (B)   contributions (other than contributions of Company
                        Stock) made by the Employer to meet the repayment
                        requirements of the Acquisition Loan; or


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<PAGE>

                  (C)   earnings attributable to:

                        (1)   the Company Stock pledged as collateral for such
                              loan; or

                        (2)   the Employer contributions described in the
                              preceding paragraph (B).

            (iii) Any Acquisition Loan shall provide that payments made on the
                  loan by the Plan shall not exceed for any Plan Year an amount
                  equal to the sum of Employer Contributions and Plan earnings
                  for the current Plan Year, plus the amounts in prior years,
                  less the sum of the note payment for prior years. The Plan
                  Administrator shall maintain separate accounting for such
                  contributions and earnings.

            (iv)  Collateral for the Acquisition Loan shall be restricted to
                  Company Stock acquired with the proceeds of the Acquisition
                  Loan or Company Stock acquired with a prior Acquisition Loan
                  which prior Acquisition Loan is repaid with the proceeds of
                  the Acquisition Loan.

            (v)   Any Acquisition Loan shall provide that in the event of
                  default, the value of the Plan assets transferred in
                  satisfaction of the Acquisition Loan must not exceed the
                  amount of the default. If the lender is a Disqualified Person,
                  the Acquisition Loan shall provide for the transfer of Plan
                  assets upon default only upon and to the extent of the failure
                  of the Plan to meet the repayment schedule of the loan.

            (vi)  Any Acquisition Loan shall provide for a reasonable rate of
                  interest, taking into account all relevant factors.

            (vii) Any Acquisition Loan shall provide for a release from
                  encumbrance of shares of Company Stock held as collateral as
                  of each Anniversary Date equal to the number of encumbered
                  shares of Company Stock held immediately before the release,
                  multiplied by a fraction. The numerator of the fraction is the
                  amount of principal and interest paid during the Plan Year.
                  The denominator of the fraction is the sum of the principal
                  and interest to be paid in all future years without taking
                  into account any possible extensions of the loan. If a
                  variable rate of interest is used, the calculation of the
                  denominator shall be based upon the rate applicable as of the
                  end of the Plan Year in question. Release of shares of more
                  than one class shall be made on a pro rata basis applying such
                  fraction.

            (viii)Any Acquisition Loan shall call for a definitely determinable
                  period of repayment and may not be payable at the demand of
                  any person except in the case of default.


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<PAGE>

            (ix)  The Trustee shall comply with all requirements under Code
                  Section 4975 and the applicable Treasury regulations to assure
                  that the loan qualifies as an Acquisition Loan.

            (x)   Notwithstanding that this Plan ceases to be an employee stock
                  ownership plan, Company Stock acquired with the proceeds of an
                  Acquisition Loan will continue, after the Trustee repays the
                  loan, to be subject to the provisions of Treasury Regulations
                  Sections 54.4975-7(b)(4), (10), (11) and (12) relating to put,
                  call or other options and to buy-sell or similar arrangements,
                  except to the extent those regulations are inconsistent with
                  Code Section 409(h)."


      IN WITNESS WHEREOF, this instrument has been executed by the duly
authorized and empowered officer of the Employer, this 3rd day of May, 2000.

                                    EMPLOYER:

                                    CHEMFIRST INC.

                                    By: /s/ William B. Kemp, Jr.
                                        ------------------------


                                    TRUSTEE:

                                    CHARLES SCHWAB TRUST COMPANY

                                    By: /s/ Lisa DeMattei
                                        ------------------------


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