FIRST AMENDMENT TOKEY EXECUTIVE RETENTION AND SEVERANCE AGREEMENT

            THISFIRST AMENDMENT  (this "Amendment") is entered into on the ____ day of___________, 2004, by and between ______________________ ("Executive") andMississippi Chemical Corporation ("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:

Section 7 is hereby deleted and replaced with the following:

7.         "Amendment Effective Date; Term.

(a)              The effective date of this Amended Agreement shall be the date uponwhich the order of the United States Bankruptcy Court for the Southern Districtof Mississippi (the "Court") approving this Amendment becomes final andnon-appealable (the "Amendment Effective Date").  References to the EffectiveDate in the Original Agreement are hereby amended to substitute AmendmentEffective Date for each such reference.

(b)              If this Amendment is not approved by the Court, this Amendment shall bedeemed void *ab initio*, and the Executive's employment with the Companyshall be governed by the Original Agreement as if this Amendment had neverexisted.

(c)              The term of this Amended Agreement begins on the Amendment EffectiveDate and continues through July 1, 2005 (the "Employment Term").  The last dayof Executive's employment will be referred to as the "Termination Date."

C.                The provisions under the heading"Key Executive Retention" shall be amended by deleting the second, third andfourth unnumbered paragraphs thereof and replacing same with the following:  

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"Subject to the milestoneschedule above, Executive shall be entitled to any unearned or unpaid portionof the Retention Bonus on the Termination Date, unless the Executivevoluntarily terminates his employment, in which event, the Executive shall onlybe entitled to (i) the "pro-rata portion of the third installment" of theRetention Bonus upon voluntary termination prior to June 30, 2004, or (ii)full payment of the fourth installment of the Retention Bonus if, and at suchtime as, such milestone is met by the Company.

For the purposes hereof, theExecutive shall not be deemed to have voluntarily terminated his employment if,with the consent of the Company, the Executive resigns or terminates hisemployment with the Company in connection with a transaction, or potentialtransaction, involving the stock of or a significant portion of the assets of asubsidiary of the Company, between the Company or any of its subsidiaries andthe Executive or a third party with whom the Executive is associated in anycapacity, including but not limited to, as a director, officer, employee,partner, stockholder, member or agent (a "Related Party Transaction").

For further purposes hereof,"the pro rata portion of the third installment" shall be determined asfollows:  

20% of the Retention Bonusmultiplied by a fraction, the numerator of which is the number of days elapsedsince payment of the second installment and the denominator of which is thenumber of days between payment of the second installment and June 30, 2004."

D.        The provisions under the heading "Key Executive Severance"shall be amended as follows:

            (i)         The first, unnumbered paragraph is hereby deletedand replaced with the following:

"If, during the Employment Term, but prior to the "Trigger Date," whichshall mean the date that any motion or any other pleading seeking authorizationfor a Related Party Transaction shall be filed with the Court, there shalloccur any of the following: (a) a termination of Executive without Cause by theCompany, (b) termination of Executive due to a Constructive termination, or (c)the termination of Executive upon the confirmation of a bankruptcy plan or a substantialliquidation, Executive will be provided the following for a period of nine (9)months following any such termination:  (1) continuance of Base Salary,(2) Company-paid medical and dental COBRA continuation coverage premiums(or a cash equivalent paid to the Executive, at the Executive's sole option);and (3) Company-paid continuation coverage premiums (or a cash equivalentpaid to the Executive, at the Executive's sole option) of other insuranceprograms provided to the Executive on the Amendment Effective Date(collectively referred to as the "Severance Benefits").  If, during theEmployment Term, the Executive, with the consent of the Company, resigns orterminates his employment with the Company in connection with a Related PartyTransaction or if, during the Employment Term, but after the Trigger Date,there shall occur any of the following: (a) a termination of Executivewithout Cause by the Company, (b) termination of Executive due to aConstructive termination, or (c) the termination of Executive upon theconfirmation of a bankruptcy plan or a substantial liquidation, Executive willbe provided Severance Benefits for a period of twelve (12) months."

            (ii)        The following is hereby inserted as the newsecond, unnumbered paragraph:

"If the Executive resigns during the Employment Term, provided suchresignation is not due to an event that gives rise to Severance Benefits asdescribed in the immediately preceding paragraph, the Executive will beprovided Severance Benefits for a period of nine (9) months."  

E.         The Company and the Executive each agree that the Executiveshall have the right to receive the benefits of any and all releases ofofficers or directors of the Company which may be included in a plan ofreorganization confirmed by the Court, and that any and all rights ofindemnification or otherwise which the Executive may have under applicablecorporate law, the bylaws, or articles of incorporation of the Company are not,and shall not be, waived or released by this Amendment,  the OriginalAgreement, or any documents executed pursuant hereto or thereto.

F.         The provisions under the Heading "Entire Agreement" are herebydeleted and replaced with the following:

"Entire Agreement.  On the Amendment Effective Date,the Amended Agreement shall constitute the entire agreement between the partiesand, except as expressly provided in such documents, supersedes all other prioragreements concerning the Executive's employment by the Company and theseparation of the Executive from employment by the Company. However, theAmended Agreement does not supersede any other confidentiality or secrecyagreement(s) binding the Executive regarding the confidentiality of informationof the Company or as to which the Company has an obligation of secrecy for thebenefit of another party.  Further, the Amended Agreement does not impact theExecutive's right to participate in or benefit from any Company benefit plan,procedure, or policy unless specifically excluded from participation hereby (*i.e*.,the SUB Plan).  The AmendedAgreement may be changed only by a written agreement executed by the Companyand the Executive.  The Executive and the Company agree that if any portion ofthe Amended Agreement is held to be invalid or unenforceable, the otherportions shall remain valid and enforceable."

THIS AMENDMENT has beenexecuted on, and is effective as of, the date first stated above and may beexecuted in multiple counterparts, each of which shall be deemed an original.
| MISSISSIPPI CHEMICAL CORPORATION | Executive |
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| By: ________________________________       John Sharp Howie         Vice President of the Board of         Directors and Chairman of the         Compensation Committee | By: _________________________         |
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