FIRST AMENDMENT TOKEY EXECUTIVE RETENTION AND SEVERANCE AGREEMENT

            THISFIRST AMENDMENT  (this "Amendment") is entered into on the ____ day of January,2004, by and between Charles O. Dunn ("Executive") and Mississippi ChemicalCorporation ("Company").

            WHEREAS,the Executive and the Company entered into that certain Key Executive Retentionand Severance Agreement, dated as of October 2, 2003 (the "OriginalAgreement");

            WHEREAS, theExecutive and the Company desire to amend the Original Agreement;

            NOW, THEREFORE,the parties hereto agree as follows:

A.                 References to Sections andHeadings herein shall refer to the corresponding sections and headings in theOriginal Agreement, except as may otherwise be indicated.  Terms not otherwisedefined herein shall have the meanings assigned to them under the OriginalAgreement.  The Original Agreement and this Amendment are collectively referredto herein as the "Amended Agreement".

B.                The provisions under the heading"Employment Terms" shall be amended as follows:

            (i)         Section 1 is hereby deletedand replaced with the following:

1.                 "Resignation.  The Executive submits, and theCompany accepts, the Executive's resignation from his position as President andChief Executive Officer and also from his position as a Director, subject tothe terms and conditions stated in this Amendment and the approval of theUnited States Bankruptcy Court for the Southern District of Mississippi (the"Court")."

(ii)               Sections 2 and 3are hereby deleted and replaced with the following:

2.                 "[Deleted]."

3.                 "[Deleted]."

(iii)              Section 4 ishereby deleted and replaced with the following:

4.         "BaseSalary.  For purposes of calculation, the Executive's "Base Salary" shallbe the Executive's base salary in effect on the date of this Amendment."

(iv)             Section 5 ishereby deleted and replaced with the following:

5.         "Benefits. On the Amendment Effective Date, the Executive's rights to the benefitsdescribed under the Headings "Key Executive Retention" and "Key ExecutiveSeverance" shall permanently vest, with such amounts to be payable as stated inthe provisions of such Headings, but without regard to the provisions undersuch Headings that relate to (a) continued employment for eligibility forRetention Bonus, (b) termination without Cause or Constructively for SeveranceBenefits, (c) termination without Cause or Constructively otherwise, and (d)benefit reduction for successor employment.  Employment by the Executive fromand after the Effective Date hereof shall not reduce the vested benefitshereunder."

(v)        Section7 is hereby deleted and replaced with the following:

7.         "AmendmentEffective Date.

(a)              The effectivedate of this Amendment shall be the later of (i) March 1, 2004, and (ii) the date upon which the Court's order approvingthis Amendment becomes final and non-appealable (the "Amendment EffectiveDate").  References to the Termination Date in the Original Agreement arehereby amended to substitute Amendment Effective Date for each such reference.

(b)              If thisAmendment is not approved by the Court, (i) this Amendment shall be deemed void*ab initio*, and the Executive's employment with the Company shall begoverned by the Original Agreement as if this Amendment had never existed; and(ii) the Company shall be forever prohibited from using the existence of thisAmendment or the actions of the Executive in connection with this Amendment ina manner adverse to the Executive under the Original Agreement."

C.        The provisionsunder the Heading "For Cause and Constructive Terminations" are hereby deleted.

D.        The Companyand the Executive each agree that the Executive shall have the right to electto receive the benefits of any and all releases of officers or directors of theCompany which may be included in a plan of reorganization confirmed by theCourt, and that any and all rights of indemnification or otherwise which theExecutive may have under applicable corporate law, the bylaws, or articles ofincorporation of the Company are not, and shall not be, waived or released bythis Amendment,  the Original Agreement, or any documents executed pursuanthereto or thereto.

E.         Theprovisions under the Heading "Entire Agreement" are hereby deleted and replacedwith the following:

"EntireAgreement.  On the Amendment Effective Date, the Amended Agreement(including the Release and Waiver of Rights attached hereto when executed)shall constitute the entire agreement between the parties and, except asexpressly provided in such documents, supersedes all other prior agreementsconcerning the Executive's employment by the Company and the separation of theExecutive from employment by the Company. However, the Amended Agreement doesnot supersede any other confidentiality or secrecy agreement(s) binding theExecutive regarding the confidentiality of information of the Company or as towhich the Company has an obligation of secrecy for the benefit of anotherparty.  Further, the Amended Agreement does not impact the Executive's right toparticipate in or benefit from any Company benefit plan, procedure, or policyunless specifically excluded from participation hereby (*i.e*., the SUB Plan).  The Amended Agreement maybe changed only by a written agreement executed by the Company and theExecutive.  The Executive and the Company agree that if any portion of theAmended Agreement is held to be invalid or unenforceable, the other portionsshall remain valid and enforceable."

THIS AMENDMENT has been executed on, and is effective as of,the date first stated above and may be executed in multiple counterparts, eachof which shall be deemed an original.
| **COMPANY**                                                                                                                                                                                                                                                                                                                                  | **EXECUTIVE**                                                                                                                                                                                                                              |
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| By_________________________________          John Sharp Howie          Vice Chairman of the Board of  Directors          and Chairman of the  Compensation         Committee | By:______________________________          Charles O. Dunn          President and          Chief Executive Officer |