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                                                                   EXHIBIT 10.10





                        MISSISSIPPI CHEMICAL CORPORATION

               NONEMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN


                           EFFECTIVE AUGUST 29, 1997
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                               TABLE OF CONTENTS
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        SECTION                                                                 PAGE
        <C>     <S>                                                             <C>

       1. Introduction.....................................................      1
          1.1   Plan.......................................................      1
          1.2   Effective Date.............................................      1
          1.3   Purpose....................................................      1
 
       2. Participation and Supplemental Benefits..........................      1
          2.1   Eligibility................................................      1
          2.2   Automatic Awards...........................................      1
          2.3   Election to Defer..........................................      1
          2.4   Amount of Deferral.........................................      1
          2.5   Time of Election...........................................      1
          2.6   Establishment and Adjustment of  Deferred Stock Accounts...      2
      
       3. Payment of Deferred Compensation.................................      2
          3.1   Payment of Deferred Compensation...........................      2
          3.2   Installment Election; Further Deferrals....................      3
          3.3   Death......................................................      3
          3.4   Hardship Distribution......................................      3
          3.5   Source of Payment..........................................      4
          3.6   Limitations on Issuance of Stock...........................      4
 
       4. Plan Administration..............................................      4
          4.1   Committee..................................................      4
          4.2   Indemnification............................................      5
 
       5. General..........................................................      5
          5.1   Interests not Transferable.................................      5
          5.2   Facility of Payment........................................      5
          5.3   Gender and Number..........................................      5
          5.4   Controlling Law............................................      5
          5.5   Successors.................................................      5
 
       6. Amendment, Termination and Cessation of Trading..................      5
          6.1   Amendment and Termination..................................      5
          6.2   Cessation of Trading in Company Stock......................      6
 
       7. Execution of Plan................................................      6
 
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                                   SECTION 1

                                  INTRODUCTION
                                        
     1.1  Plan.  This plan has been established by Mississippi Chemical
Corporation for the benefit of nonemployee directors of Mississippi Chemical
Corporation (the "Company"), and shall be known as the Mississippi Chemical
Corporation Nonemployee Directors' Deferred Compensation Plan (the "Plan").

     1.2  Effective Date.  The "Effective Date" of the Plan is August 29, 1997,
subject to shareholder approval of the Plan.

     1.3  Purpose.  The Plan has been established to provide additional
incentives to the Company's nonemployee directors to more closely align their
interests with those of the shareholders of the Company and to work towards
growth in the Company's shareholder value, by risking cash retainer payments
otherwise payable to them for deferred compensation based on future growth in
the value of Mississippi Chemical Corporation common stock ("Stock").  The Plan
is intended to permit such directors to elect to defer certain cash retainer
payments that would otherwise be payable to them and to provide that a portion
of their retainer will automatically be deferred.  The Plan is intended to be
unfunded for purposes of the Internal Revenue Code of 1986, as amended (the
"Code").

                                   SECTION 2

                    PARTICIPATION AND SUPPLEMENTAL BENEFITS
                                        
     2.1  Eligibility.  Each director of the Company who is not an employee or
officer of the Company or any of its subsidiaries or affiliates ("Nonemployee
Director") will be a Participant in the Plan.

     2.2  Automatic Awards.  Effective for retainer periods beginning on and
after January 1, 1998, one-half of each Nonemployee Director's annual retainer
from the Company shall automatically be provided in the form of "deferred
shares" pursuant to Section 2.6 below.  The Participant shall designate the
deferred payment date for such portion, which must be at least 18 months after
the date of the deferral election.  The Participant shall have no option to
receive this portion of his retainer in cash.

     2.3  Election to Defer.  A Nonemployee Director may elect to defer all or a
part of the remaining one-half of his annual retainer that would otherwise be
payable to him in cash by filing a written election with the Committee (as
defined below) on forms to be prescribed by the Committee at the time prescribed
in Section 2.5 below.  Such election must include a designation of beneficiary.

     2.4  Amount of Deferral.  The amount of retainer to be deferred in any
calendar year shall be designated by the Participant in dollar or percentage
terms on forms to be prescribed by the Committee.

     2.5  Time of Election.  A separate election to defer must be filed with
respect to each calendar year for which a Participant desires to defer any
retainer and must be received by the

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end of the calendar year preceding the calendar year in which the retainer would
otherwise be paid. Any election by a Participant with respect to his retainer in
a given calendar year will not preclude a different action with respect to his
retainer in any subsequent calendar year. Notwithstanding the foregoing, any
eligible Nonemployee Director may, within 30 days of first becoming eligible to
participate in the Plan, elect to defer any retainer earned subsequent to such
election for the balance of the calendar year in which he first becomes
eligible.

     2.6  Establishment and Adjustment of Deferred Stock Accounts.  The
Committee shall cause a "Deferred Stock Account" to be created for each
Participant.  The Deferred Stock Account shall be a mere bookkeeping account
reflecting the Company's future obligation to make payments under the Plan and
shall not confer on any Participant any of the rights of a stockholder of the
Company.  A Participant's Deferred Stock Account shall be credited with
"deferred shares" effective as of the first day of the retainer period in
question.  The number of deferred shares to be credited shall be determined by
dividing (i) 150 percent of the dollar amount of the Participant's retainer for
the year which is automatically deferred pursuant to Section 2.2 above, plus 150
percent of the dollar amount that otherwise would have been payable to the
Participant and that has been deferred pursuant to Section 2.3 above by (ii) the
fair market value of one share of Stock as of the July 1 immediately prior to
the calendar year in which payment of the retainer would otherwise have
occurred.  Notwithstanding the foregoing, in no event shall the number of
deferred shares credited be less than (i) 150 percent of the total dollar amount
of the Participant's retainer for the applicable year that is deferred under
Sections 2.2 and 2.3 above, divided by (ii) the fair market value of one share
of Stock as of the first day of the retainer period.  The result of such
division shall be rounded up to the nearest whole share.  A Participant's
Deferred Stock Account shall be credited, effective as of the payment date of
any dividend on the Stock, with additional shares of deferred stock, calculated
by dividing (i) the dollar amount of the dividend per share times the number of
deferred shares then credited to the Participant's Deferred Stock Account by
(ii) the fair market value of one share of Stock.  The Committee shall cause
each Participant's Deferred Stock Account to be adjusted to reflect stock
splits, stock dividends, exchange of stock in connection with a merger, and
similar transactions to produce the same number of deferred shares as the holder
of an equal number of shares of Stock would have following such a transaction.
In the event a Participant ceases serving as a Nonemployee Director before the
end of a retainer year, his Deferred Stock Account shall be reduced by the
product of (i) the number of shares previously credited to his account for the
current retainer year, adjusted to take into account any prior dividends, stock
splits, or similar adjustments with respect to such shares, multiplied by (ii)
the ratio of (a) the number of months he has served as a Nonemployee Director in
the current retainer year to (b) 12.  Whenever payment of all or any portion of
a Participant's Deferred Stock Account is to be made in cash hereunder, the
amount of cash to be paid to the Participant is to be determined by multiplying
the number of deferred shares to be distributed by the fair market value of such
shares.  For purposes of this Section 2.6, "fair market value" of a share of the
Company's Stock shall equal the average of the closing prices of a share as
reported on the New York Stock Exchange for the last 20 trading days prior to
the date in question.

                                   SECTION 3
                                        
                        PAYMENT OF DEFERRED COMPENSATION

     3.1  Payment of Deferred Compensation.  Subject to the provisions of
Section 3.2 below, a Participant shall be entitled to receive shares of Stock
equal to the number of deferred

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shares then credited to the Participant's Deferred Stock Account, computed in
accordance with Section 2.6 above, on the first to occur of (i) 30 days
following the end of the calendar year in which such Participant ceases to be a
director of the Company due to resignation, expiration of term, retirement,
Total Disability (as defined below), or death, (ii) the payment date that he
elected at the time of his deferral election, which date shall be 18 months or
more after the date of the deferral election, or (iii) if (and only if) the
Participant so specifies in his initial deferral election, 30 days following a
change of control of the Company (as defined in deferral election forms
prescribed by the Committee). The shares issued to the Participant may be
authorized but unissued shares, Treasury shares or shares purchased with general
funds of the Company. In lieu of shares of Stock, a Participant may elect, in
accordance with any procedures and deadlines prescribed by the Committee, to
receive in cash, at the time issuance of shares of Stock would otherwise occur
hereunder, the "fair market value" (calculated in accordance with Section 2.6
above) of that portion of his Deferred Stock Account attributable to deferrals
under Section 2.3 above. For purposes of this Plan, the term "Total Disability"
shall mean inability to perform the normal functions of a director of the
Company due to a physical or mental condition, disease, or injury that is
anticipated to last at least 12 months. The Committee shall determine whether
Total Disability has occurred based on such evidence as it deems satisfactory.

     3.2  Installment Election; Further Deferrals.  Subject to the approval of
the Committee, in lieu of receiving the lump-sum issuance of Stock or cash to
which the Participant may be entitled pursuant to the provisions of Section 3.1
above at the time specified therein, a Participant may elect to receive
installment payments by delivering to the Committee at any time prior to
December 31 of the calendar year preceding the calendar year in which payment
would otherwise occur hereunder, written notice of the Participant's election to
receive the amount credited to his Deferred Stock Account in such number of
annual installments (not to exceed installments extending over 10 years) and
commencing on such date (which date shall be no earlier than the date on which
the balance in the Participant's Deferred Stock Account would otherwise be paid
to the Participant) as is specified in the written notice.  Subject to the
approval of the Committee, a Participant may also elect, no later than December
31 of the calendar year preceding the calendar year in which delivery of shares
of Stock or cash would otherwise occur under Section 3.1 above, to defer
issuance of such shares of Stock until a later date specified in such election.
A Participant may modify or rescind an installment election or further deferral
election in its entirety at any time prior to the December 31 date referred to
in this Section 3.2, but on such December 31 the election shall become
irrevocable.

     3.3  Death.  If a Participant dies before receiving all amounts credited to
his Deferred Stock Account, the entire unpaid amount shall be paid in one lump
sum in accordance with Section 3.1 above to the beneficiary designated by such
Participant.  No beneficiary designation shall be valid unless it is in writing,
signed by the Participant, dated and filed with the Committee prior to death.
If the Participant is married and designates a primary beneficiary other than
his spouse, the beneficiary designation must include the written consent of the
spouse in such form as the Committee requires.  Any beneficiary designation may
be revoked and a new designation may be made, as long as the new designation is
in writing, signed by the Participant, dated and filed with the Committee prior
to death.  If no beneficiary has been designated, or no designated beneficiary
survives the Participant, any unpaid amounts will be paid to the Participant's
surviving spouse, or if the Participant does not have a surviving spouse, to the
Participant's estate as soon as administratively possible.

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     3.4  Hardship Distribution.  A Participant or beneficiary may request
acceleration of the payment terms hereunder only in the event of severe
financial hardship resulting from an Unforeseeable Emergency (as defined below).
The amount of any hardship distribution is limited to the amount necessary to
meet the emergency.  Such request shall specify in detail the grounds for the
requested modification and shall be referred to the Committee.  The decision of
the Committee with respect to the requested modification shall be solely at the
discretion of the Committee and in accordance with its evaluation of the
exigencies of the situation.  Such decision shall be binding on the Company and
Participant.  For purposes of this Plan, the term "Unforeseeable Emergency"
means an unanticipated emergency that is caused by an event beyond the control
of the Participant or beneficiary that would result in severe financial hardship
to the individual if early withdrawal were not permitted and that otherwise
meets the requirements of such term in any applicable statute or regulation.

     3.5  Source of Payment.  All payments under this Plan in cash shall be paid
from the general funds of the Company or from such other funding vehicle as the
Committee shall provide, and all distributions of Stock under this Plan shall be
made from authorized but unissued shares, Treasury shares or shares purchased
with general funds of the Company, or from such other funding vehicle as the
Committee shall provide, provided that all assets paid into any funding vehicle
shall, at all times prior to payment to a Participant or beneficiary, be subject
to the general creditors of the Company.  The Company shall be under no
obligation to segregate any assets in connection with the maintenance of any
Deferred Stock Account, nor shall anything contained in this Plan or any action
taken pursuant to the Plan create or be construed to create a trust of any kind
or a fiduciary relationship between the Company and Participant.  Title to the
beneficial ownership of any assets, whether cash or investments, which the
Company may designate to pay the amounts credited to the Deferred Stock Accounts
shall at all times remain in the Company, and Participants shall not have any
property interest whatsoever in any specific assets of the Company.  Each
Participant's interest in his Deferred Stock Account shall be limited to the
Company's promise to make payment of such Account in the future pursuant to the
terms of this Plan, and such right to receive future payment shall be no greater
than the right of any other unsecured general creditor of the Company.

     3.6  Limitations on Issuance of Stock.  Notwithstanding anything to the
contrary in the Plan, in lieu of delivering Stock of the Company to a
Participant, the Company reserves the right to pay a Participant in cash equal
to the fair market value (determined in accordance with Section 2.6 above) of
the deferred shares credited to his Deferred Stock Account, if the Company, in
its sole discretion, determines that it is necessary or desirable to do so to
comply with any provision of federal or state law, stock exchange listing rules,
or its articles or bylaws.

                                   SECTION 4

                              PLAN ADMINISTRATION

     4.1  Committee.  The terms "Committee" and "Compensation Committee" mean
the Compensation Committee established by the Company's Board of Directors.  The
Committee shall have complete authority to control and manage the operation and
administration of the Plan.  The Committee shall interpret the Plan and shall
determine all questions arising in the administration and interpretation of the
Plan; however, all such interpretations and decisions shall be applied in a
uniform manner to all such similarly situated Participants.  All decisions and
interpretations of the Committee made in good faith pursuant to the Plan shall
be final, conclusive and binding on all persons.  Notwithstanding the foregoing,
no Participant who is a

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member of the Committee shall vote on any decision solely affecting his own
benefits under the Plan (such as whether the Participant has suffered Total
Disability or is eligible for a hardship withdrawal).

     4.2  Indemnification.  In the event and to the extent not insured under any
contract of insurance with an insurance company, the Company shall indemnify and
hold harmless each "Indemnified Person," as defined below, against any and all
claims, demands, suits, proceedings, losses, damages, interest, penalties,
fines, expenses (specifically including, but not limited to, counsel fees to the
extent approved by the Board of Directors of the Company or otherwise provided
by law, court costs and other reasonable expenses of litigation), and liability
of every kind, including amounts paid in settlement with the approval of the
Board of Directors, arising from any action or cause of action related to the
Indemnified Person's act or acts or failure to act.  Such indemnity shall apply
regardless of whether such claims, demands, suits, proceedings, losses, damages,
interest, penalties, fines, expenses, and liability arise in whole or in part
from the negligence or other fault of the Indemnified Person, except when the
same is judicially determined to be due to gross negligence, fraud,
recklessness, or willful or intentional misconduct of such Indemnified Person.
The indemnification provided in this Section 4.2 shall not be construed to limit
or supersede any other indemnity provided by the Company.  "Indemnified Person"
shall mean the Committee and each employee, officer, or director of the Company
acting in a decision-making or administrative role with respect to the Plan.

                                   SECTION 5

                                    GENERAL
                                        
     5.1  Interests Not Transferable.  The interest of any Participant or his
spouse or his beneficiary under the Plan is not subject to the claims of
creditors and may not be voluntarily or involuntarily sold, transferred,
assigned, alienated or encumbered.

     5.2  Facility of Payment.  Any amounts payable hereunder to any person
under legal disability or who, in the judgment of the Committee, is unable to
properly manage his financial affairs may be paid to the legal representative of
such person or may be applied for the benefit of such person in any manner which
the Committee may select.

     5.3  Gender and Number.  Where the context admits, words in the masculine
gender shall include the feminine gender, the plural shall include the singular
and the singular shall include the plural.

     5.4  Controlling Law.  To the extent not superseded by the laws of the
United States, the laws of Mississippi shall be controlling in all matters
relating to the Plan.

     5.5  Successors.  This Plan is binding on the Company and will be binding
on, and inure to the benefit of, any successor of the Company, whether by way of
purchase, merger, consolidation or otherwise.


                                   SECTION 6

                             AMENDMENT, TERMINATION
                            AND CESSATION OF TRADING

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     6.1  Amendment and Termination.  While the Company expects to continue the
Plan indefinitely, the Compensation Committee must necessarily reserve, and
hereby reserves, the right to terminate the Plan at any time, and to amend the
Plan, but no more than once in any six-month period except to comport with
changes in the Code; provided that in no event shall any Participant's Deferred
Stock Account accrued to the date of such amendment or termination be reduced by
such action without the specific written agreement of the Participant to such
modification or reduction.  In the event the Committee elects to terminate the
Plan, the Company reserves the right to settle all liabilities under the Plan by
paying each Participant a lump-sum payment in cash or in Stock, determined at
the Committee's sole election, in full satisfaction of his benefits hereunder.
Such lump sum shall equal the value of his Deferred Stock Account valued through
the date of Plan termination pursuant to Section 2.5 above.

     6.2  Cessation of Trading in Company Stock.  Notwithstanding anything to
the contrary in this Plan, in the event the Stock permanently ceases to be
traded on a national stock exchange or over the counter for any reason other
than a merger with another publicly traded entity, or ceases to exist for any
reason other than a merger (whether due to liquidation or other event), the
Company (or its successor) shall, within 60 days of such event, distribute to
each Participant (or beneficiary) the value of the entire balance of his
Deferred Stock Account in cash, based on the fair market value as calculated
under Section 2.5 above, as of the last date the Stock was traded.

                                   SECTION 7

                               EXECUTION OF PLAN
                                        
     7.1  To record the establishment of the Plan, the undersigned, being duly
authorized to act on behalf of the Board of Directors of the Company, have
executed this document at Yazoo City, Mississippi.


Dated:  a/o August 29, 1997           MISSISSIPPI CHEMICAL CORPORATION
                            
                            
                                      By: /s/ Coley L. Bailey
                                          ---------------------------------
                                          Chairman, Board of Directors
                            
                            
                                      By: /s/ John Sharp Howie
                                          ---------------------------------
                                          Chairman, Compensation Committee

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