FIRST AMENDMENT TO





FIRST AMENDMENT TO

KEY EXECUTIVE RETENTION AND SEVERANCE AGREEMENT


            THIS
FIRST AMENDMENT  (this "Amendment") is entered into on the ____ day of January,
2004, by and between Charles O. Dunn ("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:


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


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


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


2.                 
"[Deleted]."


3.                 
"[Deleted]."


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


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


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






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


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


7.         "Amendment
Effective Date.


(a)              
The effective
date of this Amendment shall be the later of (i) March 1, 2004, and (ii) the date upon which the Court's order approving
this Amendment becomes final and non-appealable (the "Amendment Effective
Date").  References to the Termination 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, (i) 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; and
(ii) the Company shall be forever prohibited from using the existence of this
Amendment or the actions of the Executive in connection with this Amendment in
a manner adverse to the Executive under the Original Agreement."


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


D.        The Company
and the Executive each agree that the Executive shall have the right to elect
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.


E.         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
(including the Release and Waiver of Rights attached hereto when executed)
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.


	
  COMPANY

  	
  EXECUTIVE

  
	

  	
   

  
	
  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