**FIRST AMENDMENT TOKEY EXECUTIVE RETENTION AND SEVERANCE AGREEMENT**

           THIS FIRST AMENDMENT  (this "Amendment") is entered into on the ____ day of___________, 2004, by and between Timothy A. Dawson ("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 7is hereby deleted and replaced with the following:

7.         "AmendmentEffective Date; Term.

(a)              The effectivedate of this Amended Agreement shall be the date upon which the order of theUnited States Bankruptcy Court for the Southern District of Mississippi (the"Court") approving this Amendment becomes final and non-appealable (the"Amendment Effective Date").  References to the Effective Date in the OriginalAgreement are hereby amended to substitute Amendment Effective Date for eachsuch reference.

(b)              If thisAmendment is not approved by the Court, this Amendment shall be deemed void *abinitio*, and the Executive's employment with the Company shall be governedby the Original Agreement as if this Amendment had never existed.

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

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"Subject to the milestone schedule above, Executive shallbe entitled to any unearned or unpaid portion of the Retention Bonus on theTermination Date, unless the Executive voluntarily terminates his employment,in which event, the Executive shall only be entitled to (i) the "pro-rataportion of the third installment" of the Retention Bonus upon voluntarytermination prior to June 30, 2004, or (ii) full payment of the fourthinstallment of the Retention Bonus if, and at such time as, such milestone ismet by the Company.

For further purposes hereof, "the pro rata portion of thethird installment" shall be determined as follows:  

20% of the Retention Bonus multiplied by a fraction, thenumerator of which is the number of days elapsed since payment of the secondinstallment and the denominator of which is the number of days between paymentof the second installment and June 30, 2004."

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

            (i)         Thefirst, unnumbered paragraph is hereby deleted and replaced with the following: 

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"If, during theEmployment Term, there shall occur any of the following: (a) a termination ofExecutive without 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 the following for a period of twelve (12) months following any suchtermination:  (1) continuance of Base Salary, (2) Company-paid medical anddental COBRA continuation coverage premiums (or a cash equivalent paid to theExecutive, at the Executive's sole option); and (3) Company-paid continuationcoverage premiums (or a cash equivalent paid to the Executive, at theExecutive's sole option) of other insurance programs provided to the Executiveon the Amendment Effective Date (collectively referred to as the "SeveranceBenefits")."

            (ii)        Thefollowing is hereby inserted as the new second, unnumbered paragraph:  

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"If the Executiveresigns during the Employment Term, provided such resignation is not due to anevent that gives rise to Severance Benefits as described in the immediatelypreceding paragraph, the Executive will be provided Severance Benefits for aperiod of nine (9) months."  

E.         The Companyand the Executive each agree that the Executive shall have the right to receivethe benefits of any and all releases of officers or directors of the Companywhich may be included in a plan of reorganization confirmed by the Court, andthat any and all rights of indemnification or otherwise which the Executive mayhave under applicable corporate law, the bylaws, or articles of incorporationof the Company are not, and shall not be, waived or released by thisAmendment,  the Original Agreement, or any documents executed pursuant heretoor thereto.

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

"EntireAgreement.  On the Amendment Effective Date, the Amended Agreement shallconstitute the entire agreement between the parties and, except as expresslyprovided in such documents, supersedes all other prior agreements concerningthe Executive's employment by the Company and the separation of the Executivefrom employment by the Company. However, the Amended Agreement does notsupersede 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.

| 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: _______________________________        Timothy A. Dawson          Senior Vice President of          Finance and Chief Financial          Officer |