FIRST AMENDMENT TO

KEY 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") and
Mississippi Chemical Corporation ("Company").


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


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


            NOW, THEREFORE,
the parties hereto agree as follows:


A.                 
References to Sections and
Headings herein shall refer to the corresponding sections and headings in the
Original Agreement, except as may otherwise be indicated.  Terms not otherwise
defined herein shall have the meanings assigned to them under the Original
Agreement.  The Original Agreement and this Amendment are collectively referred
to 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 upon which the order of the
United 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 Original
Agreement are hereby amended to substitute Amendment Effective Date for each
such reference.


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


(c)              
The term of this
Amended Agreement begins on the Amendment Effective Date and continues through July 1, 2005 (the "Employment Term").  The last
day of 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 and
fourth unnumbered paragraphs thereof and replacing same with the following: 



  
    

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


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


20% of the Retention Bonus multiplied by a fraction, the
numerator of which is the number of days elapsed since payment of the second
installment and the denominator of which is the number 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 deleted and replaced with the following: 




  
    

"If, during the
Employment Term, there shall occur any of the following: (a) a termination of
Executive without Cause by the Company, (b) termination of Executive due to a
Constructive termination, or (c) the termination of Executive upon the
confirmation of a bankruptcy plan or a substantial liquidation, Executive will
be provided the following for a period of twelve (12) 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 equivalent paid to the Executive, at the
Executive's sole option) of other insurance programs provided to the Executive
on the Amendment Effective Date (collectively referred to as the "Severance
Benefits")."


    

  




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



  
    

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


    

  




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


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


"Entire
Agreement.  On the Amendment Effective Date, the Amended Agreement shall
constitute the entire agreement between the parties and, except as expressly
provided in such documents, supersedes all other prior agreements concerning
the Executive's employment by the Company and the separation of the Executive
from employment by the Company. However, the Amended Agreement does not
supersede any other confidentiality or secrecy agreement(s) binding the
Executive regarding the confidentiality of information of the Company or as to
which the Company has an obligation of secrecy for the benefit of another
party.  Further, the Amended Agreement does not impact the Executive'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 Amended Agreement may
be changed only by a written agreement executed by the Company and the
Executive.  The Executive and the Company agree that if any portion of the
Amended Agreement is held to be invalid or unenforceable, the other portions
shall 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, each
of which shall be deemed an original.


	
  MISSISSIPPI CHEMICAL CORPORATION	
  Executive
  
	
  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