FIRST AMENDMENT TO





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 ______________________ ("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 the purposes hereof, the
Executive shall not be deemed to have voluntarily terminated his employment if,
with the consent of the Company, the Executive resigns or terminates his
employment with the Company in connection with a transaction, or potential
transaction, involving the stock of or a significant portion of the assets of a
subsidiary of the Company, between the Company or any of its subsidiaries and
the Executive or a third party with whom the Executive is associated in any
capacity, 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 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, but prior to the "Trigger Date," which
shall mean the date that any motion or any other pleading seeking authorization
for a Related Party Transaction shall be filed with the Court, 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 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 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").  If, during the
Employment Term, the Executive, with the consent of the Company, resigns or
terminates his employment with the Company in connection with a Related Party
Transaction or if, during the Employment Term, but after the Trigger Date,
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 Severance Benefits for a period of twelve (12) months."


            (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: _________________________