<PAGE>

                                                                      EXHIBIT 10



                              [CHEMFIRST INC. LOGO]


                            BENEFITS RESTORATION PLAN


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                                 CHEMFIRST INC.
                            BENEFITS RESTORATION PLAN
                                    PREAMBLE


The purpose of the CHEMFIRST INC. BENEFITS RESTORATION PLAN (the "Plan") is to
restore maximum retirement benefit levels to select members of management and
key employees which are restricted by provisions of the Internal Revenue Code of
1986, as amended (the "Code").

The Benefits Restoration Plan is a non-qualified salary deferral and retirement
supplement plan made possible by ERISA (Employee Retirement Income Security Act
of 1974).

This Plan is designed to provide retirement benefits and salary deferral
opportunities because of the following limitations imposed by the Code on the
Retirement Plan for Employees of ChemFirst Inc. (the "Retirement Plan") and the
ChemFirst Inc. 401(k) Savings and Employee Stock Ownership Plan and Trust (the
"401(k) Plan"):

o        The "Section 415 Limits" restrict the benefits payable to certain
         participants in the Retirement Plan.

o        The "Section 401 Limits" restrict employee contributions to the 401k
         Plan that results in reduced benefits and, for some employees,
         forfeiture of a portion of the Company's matching contribution.

o        The "Section 401(a)(17) Limits" specify a maximum amount of employee
         compensation that can be taken into account for determining qualified
         retirement plan benefits.

o        Income deferred by an employee under the terms of this Plan reduces the
         amount of compensation that would otherwise be taken into account in
         determining benefits under the Company's Retirement Plan.



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                                TABLE OF CONTENTS


<Table>
<Caption>
ARTICLE
-------
<S>                                                                             <C>

I.       Title and Effective Date                                               4

II.      Definitions and Construction of Plan Document                          5

III.     Participation                                                          8

IV.      Deferral of Compensation                                               9

V.       401k Restoration Account and Crediting                                 11

VI.      ESOP Restoration Account and Crediting                                 12

VII.     Retirement Restoration Account and Crediting                           13

VIII.    Distribution                                                           14

IX.      Hardship Distributions                                                 16

X.       Beneficiary                                                            17

XI.      Administration of Plan                                                 18

XII.     Claims Procedure                                                       19

XIII.    Nature of Company's Obligation                                         20

XIV.     Miscellaneous                                                          21
</Table>



                                       3
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                                    ARTICLE I
                            TITLE AND EFFECTIVE DATE

         Section 1.01 Title. This Plan shall be known as the ChemFirst Inc.
Benefits Restoration Plan (hereinafter referred to as the "Plan").

         Section 1.02 Effective Date. The effective date of this amended and
restated Plan document is May 21, 2002. The Plan was previously amended and
restated effective October 1, 2000 and January 1, 2002. The Plan was originally
effective March 1, 1989.




                                       4
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                                   ARTICLE II
                DEFINITIONS AND CONSTRUCTION OF THE PLAN DOCUMENT

         As used herein, the following words and phrases shall have the meanings
specified below unless a different meaning is clearly required by the context:

         Section 2.01 Beneficiary. "Beneficiary" shall mean the person or
persons or the estate of a Participant entitled to receive any benefits under
this Plan.

         Section 2.02 Board of Directors. The term "Board of Directors" shall
mean the Board of Directors of the Company.

         Section 2.03 Bookkeeping Account. A "Bookkeeping Account" will be
established as a bookkeeping record for each Participant of this Plan and may,
at the discretion of the Committee, include one or more sub-accounts to reflect
amounts credited to a Participant under the various terms of this Plan.

         Section 2.04 Change in Control. "Change in Control" shall mean a Change
in Control of a nature that would be required to be reported, by persons or
entities subject to the reporting requirements of Section 14(a) of the
Securities Exchange Act of 1934 in response to item 5(f) of Schedule 14A of
Regulation 14(a) as in effect on the date hereof; or successor provisions
thereto provided that, without limitation, such a change in control shall be
deemed to have occurred if (1) any 'person' or 'group' (as those terms are used
in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934), is or
becomes the 'beneficial owner' (as defined in Rule (d)-3 issued under the
Securities Exchange Act), directly or indirectly, of securities of the
Corporation representing 20% or more of the combined voting power of the
Corporation's then outstanding securities; or, if, (2) at any time during any
period of two consecutive Plan Years, individuals who at the beginning of such
period constitute the Board cease for any reason to constitute at least the
majority thereof unless the election, or the nomination for election by the
Company's shareholders, of each new Director was approved by a vote of at least
two-thirds of the Directors still in office who were Directors at the beginning
of such two-year period.

         Section 2.05 Committee. "Committee" means the Compensation Committee of
the Board of Directors (or its designee) which, along with the Board of
Directors, shall manage and administer the Plan. Hereinafter, all references to
"Committee" are deemed to refer to the Board of Directors if the Board of
Directors is administering the aspect of the Plan to which the reference
relates.

         Section 2.06 Company. "Company" shall mean ChemFirst Inc., its
successors, any subsidiary or affiliated organizations authorized by the Board
of Directors of ChemFirst Inc. or the Committee to participate in this Plan with
respect to their Participants, and any organization into which or with which the
Company may merge or consolidate or to which all or substantially all of its
assets may be transferred.

         Section 2.07 Equity Index Fund. "Equity Index Fund" shall mean that
portion of the Bookkeeping Account which, at the Participant's election, is
invested in accordance with the terms of Article V hereof.

         Section 2.08 Deferral Agreement. "Deferral Agreement" means the written
form which is submitted to the Named Fiduciary before the relevant Election Date
which indicates whether the



                                       5
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Executive or Participant wishes to defer a portion of his compensation,
indicates the portion of salary to be deferred and designates how the deferred
amounts shall be invested within the Plan. No Deferral Agreement shall be
effective until acknowledged by the Company.

         Section 2.09 Deferred Compensation. "Deferred Compensation" means the
portion of a Participant's salary for any Plan Year, or part thereof, that has
been deferred pursuant to the Plan.

         Section 2.10 Election Date. The "Election Date" is the date established
by this Plan as the date before which an Executive must submit a valid Deferral
Agreement to the Committee. The Election Dates are as follows: (a) 30 days after
adoption of the Plan for employees who are eligible to participate at the time
the Plan is adopted, (b) 30 days after a newly eligible employee is notified of
his right to participate in the Plan, (c) December 31 of any calendar year for
elections to increase salary deferrals and share unit conversions to be effected
in the next calendar year, or (d) any other date selected by the Committee
provided that any election to increase salary deferrals shall not become
effective until the first day of the payroll period following the election.

         Section 2.11 Election Period. An "Election Period" is a calendar year
unless otherwise specified by the Committee.

         Section 2.12 Executive. "Executive" shall mean any member of management
(including Chairman of the Board) or any highly compensated employee, as defined
in the Company's 401(k) Plan, who is eligible to participate in the Company's
Retirement Plan or 401(k) Plan.

         Section 2.13 FMV. "FMV" or Fair Market Value, shall mean the average of
the high and low price of a share of ChemFirst Inc. common stock on a given
date.

         Section 2.14 401(k) Plan. "401(k) Plan" shall mean the ChemFirst Inc.
401(k) Savings and Employee Stock Ownership Plan.

         Section 2.15 Named Fiduciary. "Named Fiduciary", for purposes of the
claims procedure of this Plan, shall mean the Company's chief human resources
officer and/or chief financial officer as designated by the Committee.

         Section 2.16 Participant. "Participant" means an Executive who is
participating in the Plan. "Active Participant" means an Executive who is active
in the management of the Company.

         Section 2.17 Retirement Plan. "Retirement Plan" shall mean the
Retirement Plan for Employees of ChemFirst Inc., a qualified defined benefit
retirement plan.

         Section 2.18 Plan. "Plan" means the ChemFirst Inc. Benefits Restoration
Plan, as described in this instrument, as amended from time to time.

         Section 2.19 Plan Year. The "Plan Year" is the same as the calendar
year.

         Section 2.20 Retirement. "Retirement" means a Participant's Retirement
as provided under the terms of the Retirement Plan.



                                       6
<PAGE>

         Section 2.21 Share Unit. "Share Unit" means a phantom share of stock
which, for purposes of valuing a participant's account, hereunder, shall have a
value equal to the Fair Market Value of a share of the Company's common stock as
traded on the New York Stock Exchange ("CEM Common Stock") on a given date and
shall be subject to the same dividend earnings and market value adjustments as
apply to a share of CEM Common Stock.

         Section 2.22 Share Unit FMV. "Share Unit FMV" is the same as Fair
Market Value.

         Section 2.23 Share Unit Fund. "Share Unit Fund" shall mean the
sub-account of each Participant's Bookkeeping Account established and invested,
at the Participant's election, in Share Units in accordance with the terms of
Article V hereof.

         Section 2.24 Termination of Service. "Termination of Service" or
similar expression means the termination of the Participant's employment as a
regular employee of the Company and any division, subsidiary or affiliate
thereof, other than Retirement.

         Section 2.25 Gender and Number. Wherever the context so requires,
masculine pronouns include the feminine and singular words shall include the
plural.

         Section 2.26 Titles. Titles of the Articles of this Plan are included
for ease of reference only and are not to be used for the purpose of construing
any portion or provision of this Plan document.

         Section 2.27 Composite Return Fund. "Composite Return Fund" shall mean
that portion of the Bookkeeping Account prior to October 1, 2000 which, at the
Participant's election, was invested with interest equal to the preceding
monthly composite yield (net of investment advisory fees and expressed as a
percent) of the ChemFirst Inc. Employee's 401(k) Plan Short Term Stability Fund,
Mid Term Balanced Fund, and Long Term Growth fund as reported by the Plan's
Trustee.



                                       7
<PAGE>

                                   ARTICLE III
                                  PARTICIPATION


         Section 3.01 Eligibility. Eligibility for participation in this Plan
shall be determined by the Committee, in its sole discretion, on an individual
basis, but no Executive shall be selected for participation in this Plan unless
(a) he qualifies as a member of a select group of management or highly
compensated employees of the Company and (b) his total contribution or accrued
benefit to either the 401(k) Plan or the Retirement Plan is limited by the
qualification provisions of the Code or because he receives compensation from
the Company, or a subsidiary thereof, that is not eligible for consideration by
the Retirement Plan or the 401(k) Plan.

         Section 3.02 Participation. An Executive, after having been selected
for participation by the Committee, shall as a condition to deferring a portion
of his salary under the terms of this Plan, complete and return to the Committee
a duly executed Deferral Agreement. A Participant who is eligible to receive a
retirement benefit from the Plan shall be provided a copy of a duly executed
Plan Acceptance.





                                       8
<PAGE>

                                   ARTICLE IV
                            DEFERRAL OF COMPENSATION


         Section 4.01 Salary Deferral. Each Participant in the Plan may have a
percentage of his salary (determined without regard to any tax deferred
contributions under this Plan, the 401(k) Plan or salary reductions on account
of compensation received as an independent contractor for a subsidiary of the
Company) deferred in accordance with the terms and conditions of this Plan. The
salary to be so deferred under this section shall be the excess of the deferral
election made by the Participant under the 401(k) Plan over the deferral
actually made to the 401(k) Plan as limited by Code Sections 401(a)(17), 401(k),
402(g) and 415. The specific amount shall be determined each Plan Year by the
Committee after a review of contributions eligible to be made to the Company's
401(k) Plan by the Participant.

         Section 4.02 Company Matching Contribution. With respect to amounts
deferred under Section 4.01, the company shall add to the applicable sub-account
an amount equal to the difference of the amounts described in 4.02(a) and
4.02(b) as follows:

                  Section 4.02(a). The amount equal to the matching contribution
         the Company would have made to the 401(k) Plan if the Participant had
         made a contribution to that Plan in an amount equal to the amount
         deferred under Section 4.01 without regard to the limitations imposed
         by the Code; provided, however, that notwithstanding the definition of
         "Compensation" under the terms of the 401(k) Plan or any other
         provision of this Plan, no portion of the Participant's contribution
         under Section 4.01 attributable to severance or termination pay or any
         other form of compensation or bonus paid in connection with the
         Participant's separation from employment with the Company shall be
         eligible for a matching contribution.

                  Section 4.02(b). The amount equal to the Company's actual
         matching contribution to the 401(k) plan for such Plan Year.

         Section 4.03 Deferral Agreement. An eligible Executive desiring to
participate in the Plan must submit his written Deferral Agreement to the Named
Fiduciary on or before the applicable Election date. Valid Deferral Agreements
filed by the applicable Election Date as provided in Section 2.10 (a) or (b)
shall cause compensation to be deferred in the Plan Year in which such Agreement
is made. Deferral Agreements entered into under the conditions of 2.10(c) shall
cause compensation to be deferred beginning January 1 of the next Plan Year.

         Section 4.04 No Deferral Without Agreement. A Participant who has not
submitted a valid Deferral Agreement to the Named Fiduciary before the relevant
Election Date may not defer any compensation for the applicable Plan Year under
this Plan.

         Section 4.05 Duration of Deferral Agreement. Deferral Agreement
elections regarding deferral of salary to be earned in the future remain in
effect until revoked or modified by the filing of a new Deferral Agreement.

         Section 4.06 Revocation or Reduction of Deferral. Future deferrals of
salary may be stopped or reduced at any time by filing a new Deferral Agreement.
Such revocation or reduction will be effective as soon as it is administratively
possible for the Company to make such change.




                                       9
<PAGE>

         Section 4.07 Increase of Deferrals. A new Deferral Agreement must be
filed under the terms of Section 2.10(c) if the Participant wishes to increase
the amount of his future salary to be deferred. Such an election becomes
effective on January 1 of the next Plan Year.




                                       10
<PAGE>

                                    ARTICLE V
                    401(k) RESTORATION ACCOUNT AND CREDITING


         Section 5.01 Bookkeeping Account. Salary deferred by a Participant
under a written Deferral Agreement and Company matching contributions shall be
credited in a dollar amount to the applicable sub-account in the Participant's
Bookkeeping Account.

         Section 5.02 Allocation of Contributions and Earnings. Salary deferred
and matching Company contributions, plus an amount equal to the Participant's
deemed earnings on amounts invested in the Participant's Equity Index Fund,
shall be credited to the sub-account on a quarterly basis.

         Section 5.03 Determination of Equity Index Fund Crediting Rate.
Effective October 1, 2000, salary deferrals and matching Company contributions
in the Participant's Equity Index Fund shall be credited (or debited) with
earnings before and after distributions commence with an amount equal to the
preceding monthly yield (net of investment fees and expressed as a percent) of
the Spartan(R) US Equity Index Fund as reported by the Plan's Trustee, or a
substantially similar investment fund selected by the Committee and designated
in writing. If a substantially similar fund is selected by the Committee, the
accounts will be credited with the earnings attributable to the replacement fund
on a prospective basis. Prior to October 1, 2000, salary deferrals and matching
Company contributions of the Participant's Bookkeeping Account were credited (or
debited) with interest in the Composite Return Fund as defined in Section 2.27.
Salary deferred and Company matching contributions shall be deemed so invested
on the date the amounts deferred are credited to the Bookkeeping Account.

         Section 5.04 Share Unit Purchases. Prior to each Election Date, Active
Participants have the option of converting any portion of their Equity Index
Fund and/or future deferrals and Company matching contributions into Share
Units. Share Units purchased through conversions of portions of the Equity Index
Fund, future deferrals and Company matching contributions will be priced at
eighty-five percent (85%) of FMV on the date of valuation ("Share Unit Price
Valuation Date"). The Share Unit Price Valuation Date shall be the date on which
the investment election is effective. Except for elections to decrease the
amount of future salary deferrals to be invested in Share Units, which elections
shall be effective as soon as administratively possible, all Share Unit
conversion elections hereunder shall be effective on the first business day of
the immediately following Plan Year. Except for elections from time to time to
decrease the amount of future salary deferrals to be invested in Share Units,
all Share Unit Conversion elections shall be made during the month of December
preceding the Plan Year for which such elections shall be effective, but in no
event later than December 31 of the Plan Year preceding the Plan Year during
which such elections shall become effective. A Participant's Share Unit Fund
shall be credited with additional Share Units equal in value (based on the FMV
of a Share Unit on the applicable dividend record date) to the amount of cash
dividends said participant would have received had he owned one (1) share of the
Company's Common Stock for each Share Unit credited to such Participant's Share
Unit Fund on each dividend record date during the time such Participant is
participating in the Plan. A Participant's Share Unit Fund will at no time be
credited with interest.




                                       11
<PAGE>

                                   ARTICLE VI
                     ESOP RESTORATION ACCOUNT AND CREDITING


         Section 6.01 Bookkeeping Account. ESOP restoration contributions shall
be credited in a dollar amount to the applicable sub-account of each
Participant's Bookkeeping Account. The contribution shall equal the amount of
the contribution that would have been made to the employee stock ownership
portion of the 401(k) Plan except for the limits imposed by Code Sections
401(a)(17) and 415.

         Section 6.02 Contribution Crediting. ESOP restoration contributions
shall be credited to the Bookkeeping Account's applicable sub-account on the
same day of the same quarter in which the qualified ESOP contribution is
credited to the Participant's qualified ESOP account. All ESOP Restoration
Contributions will be invested entirely in Share Units. Share Units purchased
with ESOP Restoration Contributions will be priced at 100% of FMV as of the
first trading day of the applicable Election Period. A Participant's Share Unit
Fund shall be credited with additional Share Units equal in value (based on the
FMV of a Share Unit on the applicable dividend record date) to the amount of
cash dividends said Participant would have received had he owned one (1) share
of the Company's Common Stock for each Share Unit credited to such Participant's
Share Unit Fund on each dividend record date during the time such Participant is
participating in the Plan. Dividends credited on Share Units will be
automatically reinvested in additional Share Units purchased at FMV on the
dividend reinvestment date.




                                       12
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                                   ARTICLE VII
                  RETIREMENT RESTORATION ACCOUNT AND CREDITING


         Section 7.01 Retirement Benefit. An Executive shall be entitled to a
retirement benefit under this Plan if benefits from the Retirement Plan are less
than such benefits would have been if the Section 415 limits did not apply, and
the definition of "Compensation" in the Retirement Plan did not exclude amounts
deferred by the Executive under this Plan or any other non-qualified deferred
compensation plan maintained by the Company, and/or for years beginning with
1989, compensation in excess of the Section 401(a)(17) Limit except that,
notwithstanding the definition of "Compensation" under the terms of the
Retirement Plan and any provision under this Plan to the contrary
notwithstanding, severance or termination pay or any other form of compensation
or bonus paid in connection with a Participant's separation from employment with
the Company, shall not be taken into account in calculating a Participant's
retirement benefit under this Plan. The foregoing shall be applicable to any
Participant who separates from the employment of the Company on or after May 21,
2002 (the "Effective Date").

         Section 7.02 Bookkeeping Account. Retirement restoration contributions
shall be credited in a dollar amount to a sub-account in each Participant's
Bookkeeping Account. The initial amount credited to the Participant's account as
of December 31, 1996 is the present value of the Participant's Retirement
restoration accrued benefit on that date. Thereafter, each Participant's account
will be credited with a Company contribution as of the last day of the
Retirement Plan's plan year in an amount equal to the present value of the
additional benefit accrual for the plan year in excess of the accrual permitted
by Code Sections 415 and 401(a)(17) and applicable limits as described in
Section 7.01. The present value is calculated based on the "actuarial
equivalent" rate and mortality table used by the Retirement Plan.

         Section 7.03 Share Unit Purchases. Prior to each Election Date, Active
Participants have the option of converting any portion of their Retirement Fund
and/or future annual Company contributions into Share Units. Share Units
purchased with existing Retirement Funds and future Company matching
contributions will be priced at eighty-five percent (85%) of FMV on the date of
valuation ("Share Unit Price Valuation Date"). The Share Unit Price Valuation
date shall be the date on which the investment election is effective. Except for
elections to decrease the amount of future salary deferrals to be invested in
Share Units, which elections shall be effective as soon as administratively
possible, all Share Unit Conversion elections hereunder shall be effective on
the first business day of the immediately following Plan Year. A Participant's
Share Unit Fund shall be credited with additional Share Units equal in value
(based on the FMV of a Share Unit on the applicable dividend record date) to the
amount of cash dividends said Participant would have received had he owned one
(1) share of the Company's Common Stock for each Share unit credited to such
Participant's Share Unit Fund on each dividend record date during the time such
Participant is participating in the Plan.




                                       13
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                                  ARTICLE VIII
                                  DISTRIBUTION


         Section 8.01 Distribution of Account Balance. Distribution of the value
of a Participant's Bookkeeping Account balance shall be made according to the
terms of the Participant's Deferral Agreement and this Plan. An election made by
a Participant with respect to the form or timing of the payment of his benefit
shall not be effective until the first day of the next Plan Year and may not be
revoked or modified at any time thereafter, without the consent of the Company,
in its absolute discretion.

         Section 8.02 Nonforfeitable Right to Employee Contributions. The
Participant shall have a nonforfeitable right to the value of his Bookkeeping
Account attributable to his contributions under Section 4.01 of Article IV
hereof plus interest where applicable under the terms of this Plan.

         Section 8.03 Vesting of Company Contributions. The Participant shall
vest in any Company contributions plus earnings thereon as provided under the
terms of the vesting schedule of the applicable qualified Plan.

         Section 8.04 Loans. No loans to Participants of amounts in a
Participant's Bookkeeping shall be permitted.

         Section 8.05 Distribution of Equity Index Fund. Distributions of a
Participant's Equity Index Fund shall be made in cash and in any form permitted
under the terms of the Deferral Agreement.

         Section 8.06 Distribution of Share Unit Fund. Distributions of a
Participant's Share Unit Fund shall be made in cash or CEM Common Stock
(provided any required shareholder approval of payment in the form of CEM Common
Stock is obtained) at the discretion of the Committee, and in any form permitted
under the terms of the Deferral Agreement.

         In the case of voluntary resignation or retirement, if the Participant
elects a lump-sum pay out, all Share Units acquired through a "conversion" of
account balances which occurs within two (2) years prior to the due date of the
lump-sum pay out will not be eligible for the fifteen percent (15%) discount.
Notwithstanding the foregoing sentence, Share Units purchased pursuant to salary
deferral contributions within two years of voluntary resignation or retirement
will be eligible for the fifteen percent (15%) discount, even if the participant
elects to receive a lump sum pay out. Further, if a participant elects to
receive his benefit pay out in annual installments, he will be entitled to the
fifteen percent (15%) discount on all Share Unit conversions of existing assets,
even those conversions occurring within two years of voluntary resignation or
retirement.

         Section 8.07 Distribution of Retirement Fund. Distribution of a
Participant's Retirement Fund shall be paid in cash and any form permitted under
the terms of the qualified Retirement Plan.

         Section 8.08 Withholding for Taxes. The Company shall be entitled to
withhold from payments due under the Plan any and all taxes of any nature
required by any government to be withheld from compensation paid to employees.



                                       14
<PAGE>

         Section 8.09 Pay Out of Account Balances. In the case of lump sum pay
out of account balance, for purposes of determining the amount of such lump sum
pay out, each share invested in the Equity Index Fund will be valued at the FMV
(closing market price) of a share of the Spartan(R) Equity Index Fund, or other
similar fund as specified in Section 5.03 hereof, on the first business and
trading day of the Plan Year during which the lump sum payment is to be made.
Each Share Unit in the Share Unit Fund will be valued at the FMV of a share of
CEM Common Stock on the first business and trading day of the Plan Year during
which the lump sum payment is to be made. The lump sum payment will be made in
the year following the termination event.

Installment payments shall be calculated as follows:

         (i). The number of Shares in the Equity Index Fund and/or the number of
Share Units in the Share Unit Fund as of the December 31 of the year of
termination will be divided by ten, respectively. The quotient shall hereinafter
be referred to as the "Share Quotient".

         (ii). The Share Unit Portion of each installment payment shall be for
an amount equal to the Share Quotient times the FMV of a share of CEM Common
Stock on the first business and trading day of the Plan Year during which said
installment is to be paid. The Equity Index Portion of each installment payment
shall be for an amount equal to the Share Quotient times the FMV (closing market
price) of a share of the Spartan(R) US Equity Index Fund on the first business
and trading day of the Plan Year during which said installment is to be paid.
After each such installment payment, an amount of Shares and/or Share Units
equal to the Share Quotient shall be deducted from the payment to recipient's
respective fund(s). Payment amounts will fluctuate annually according to
variations in the CEM Common Stock and Spartan(R) US Equity Index Fund market
price from one payment date to the next. Share Units credited to the
Participant's Share Unit Fund and/or Shares credited to the Participant's Equity
Index Fund subsequent to December 31 of the year of termination on account of
dividend credits shall be accumulated and added to the Share Quotient which
applies to the final installment payment to which the Participant is entitled.





                                       15
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                                   ARTICLE IX
                             HARDSHIP DISTRIBUTIONS


         Section 9.01 Hardship. At the request of a Participant before or after
the Participant's Retirement or Termination of Service, or at the request of the
Participant's Beneficiary after the Participant's death, the Plan Committee may,
in its sole discretion, accelerate and pay all or part of the value of a
Participant's Bookkeeping Accounts due under this Plan. Accelerated
distributions at the request of the Participant or a Participant's Beneficiary
may be allowed only in the event of a financial emergency beyond the
Participant's or Beneficiary's control due to unforeseeable circumstances and
only if disallowance of a distribution would create a severe hardship for the
Participant or Beneficiary. An accelerated distribution must be limited to only
that amount necessary to relieve the financial emergency.

Hardship distributions can be made from any of the Participant's investment
funds. In the case of a hardship withdrawal where Equity Index Shares and/or
Share Units are being exchanged for cash, the Shares and/or Share Units will be
valued at FMV as of the date the Committee approved the hardship withdrawal. Any
Retirement funds withdrawn will be valued based on the same actuarial
calculation used by the qualified retirement plan for lump-sum payouts.





                                       16
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                                    ARTICLE X
                                   BENEFICIARY


         Section 10.01 Beneficiary Designation. A Participant shall designate
his Beneficiary to receive benefits under the Plan by completing a Beneficiary
designation form. If more than one Beneficiary is named, the shares and/or
precedence of each Beneficiary shall be indicated. A Participant shall have the
right to change the Beneficiary by submitting to the Committee a change of
Beneficiary form. However, no change of Beneficiary shall be effective until
acknowledged in writing by the Company.

         Section 10.02 Proper Beneficiary. If the Company has any doubt as to
the proper Beneficiary to receive payments hereunder, the Company shall have the
right to withhold such payments until the matter is finally adjudicated.
However, any payment made by the Company, in good faith and in accordance with
this Plan, shall fully discharge the company from all further obligations with
respect to that payment.

         Section 10.03 Minor or Incompetent Beneficiary. In making any payments
to or from the benefit of any minor or an incompetent Beneficiary, the
Committee, in its sole and absolute discretion may make a distribution to a
legal or natural guardian or other relative of a minor or court appointed
committee of such incompetent. Or, it may make a payment to any adult with whom
the minor or incompetent temporarily or permanently resides. The receipt by a
guardian, committee, relative or other person shall be a complete discharge to
the Company. Neither the Committee nor the company shall have any responsibility
to see to the proper application of any payments so made.




                                       17
<PAGE>

                                   ARTICLE XI
                           ADMINISTRATION OF THE PLAN


         Section 11.01 Majority Vote. All resolutions or other actions taken by
the Committee shall be by vote of a majority of those present at a meeting at
which a majority of the members are present, or in writing by all the members at
the time in office if they act without a meeting.

         Section 11.02 Finality of Determination. Subject to the Plan, the
Committee shall, from time to time, establish rules, forms and procedures for
the administration of the Plan. Except as herein otherwise expressly provided,
the Committee shall have the exclusive right to interpret the Plan and to decide
any and all matters arising thereunder or in connection with the administration
of the Plan, and it shall endeavor to act, whether by general rules or by
particular decisions, so as not to discriminate in favor of or against any
person. The decisions, actions and records of the Committee shall be conclusive
and binding upon the company and all persons having or claiming to have any
right or interest in or under the Plan.

         Section 11.03 Certificates and Reports. The members of the Committee
and the officers and directors of the Company shall be entitled to rely on all
certificates and reports made by any duly appointed accountants, and on all
opinions given by any duly appointed legal counsel, which legal counsel may be
counsel for the Company.

         Section 11.04 Indemnification and Exculpation. The Company shall
indemnify and save harmless each member of the Committee against any and all
expenses and liabilities arising out of his membership on the Committee.
Expenses against which a member of the Committee shall be indemnified hereunder
shall include, without limitation, the amount of any settlement or judgment,
costs, counsel fees, and related charges reasonably incurred in connection with
a claim asserted, or a proceeding brought or settlement thereof. The foregoing
right of indemnification shall be in addition to any other rights to which any
such member of the Committee may be entitled as a matter of law.

         Section 11.05 Expenses. The expenses of administering the Plan shall be
borne by the Company.




                                       18
<PAGE>

                                   ARTICLE XII
                                CLAIMS PROCEDURE


         Section 12.01 Written Claim. Retirement benefits and the value of a
Participant's Bookkeeping Account shall be paid in accordance with the
provisions of the agreement and any applicable Deferral Agreement. The
Participant, or a designated recipient or any other person claiming through the
Participant shall make a written request for benefits under this agreement. This
written claim shall be mailed or delivered to the Manager of Employee Benefits
and shall be reviewed by the Names Fiduciary or his delegate.

         Section 12.02 Denied Claim. If the claim is denied, in full or in part,
the Named Fiduciary shall provide a written notice within ninety (90) days
setting forth the specific reasons for denial, and any additional material or
information necessary to perfect the claim, and an explanation of why such
material or information is necessary, and appropriate information and
explanation of the steps to be taken if a review of the denial is desired.

         Section 12.03 Review Procedure. If the claim is denied and a review is
desired, the Participant (or Beneficiary) shall notify the Named Fiduciary in
writing within sixty (60) days after receipt of the written notice of denial (a
claim shall be deemed denied if the Named Fiduciary does not take any action
within the aforesaid ninety (90) day period). In requesting a review, the
Participant or his Beneficiary may request a review of the Plan Document or
their pertinent documents with regard to the employee benefit plan created under
this agreement, may submit any written issues and comments, may request an
extension of time for such written submission of issues and comments, and may
request that a hearing be held, but the decision to hold a hearing shall be
within the sole discretion of the Committee.

         Section 12.04 Committee Review. The decision on the review of the
denial claim shall be rendered by the Committee within sixty (60) days after the
receipt of the request for review (if a hearing is not held) or within sixty
(60) days after the hearing if one is held. The decision shall be written and
shall state the specific reasons for the decision including reference to
specific provisions of this Plan on which the decision is based.




                                       19
<PAGE>

                                  ARTICLE XIII
                         NATURE OF COMPANY'S OBLIGATION


         Section 13.01 Company's Obligation. The Company's obligations under
this Plan shall be an unfunded and unsecured promise to pay. The Company shall
not be obligated under any circumstances to fund its financial obligations under
this Plan.

         Section 13.02 Creditor Status. Any assets which the Company may acquire
or set aside to help cover its financial liabilities are and must remain general
assets of the Company subject to the claims of its creditors. Neither the
Company nor this Plan gives the Participant any beneficial ownership interest in
any asset of the Company. All rights of ownership in any such assets are and
remain in the Company and Participants and their beneficiaries shall have only
the rights of general creditors of the Company.





                                       20
<PAGE>

                                   ARTICLE XIV
                                  MISCELLANEOUS


         Section 14.01 Written Notice. Any notice which shall be or may be given
under the Plan or a Deferral Agreement shall be in writing and shall be mailed
by United States mail, postage prepaid. If notice is to be given to the Company,
such notice shall be addressed to the Company at P. O. Box 1249, Jackson,
Mississippi 39215-1249, marked for the attention of the Manager of Human
Resources of the Company or if notice to a Participant, addressed to the address
shown on such Participant's Deferral Agreement.

         Section 14.02 Change of Address. Any party may, from time to time,
change the address to which notices shall be mailed by giving written notice of
such new address.

         Section 14.03 Merger, Consolidation or Acquisition. The Plan shall be
binding upon the Company, its assigns, and any successor Company which shall
succeed to substantially all of its assets and business through merger,
acquisition or consolidation, and upon an Executive, his Beneficiary, assigns,
heirs, executors and administrators.

         Section 14.04 Amendment and Termination. The Company retains the sole
and unilateral right to terminate, amend, modify, or supplement this Plan, in
whole or part, at any time. This right includes the right to make retroactive
amendments. However, no Company action under this right shall reduce the
Bookkeeping Account of any Participant or his Beneficiary. In the event of a
Change of Control, the Plan cannot be modified, amended or terminated without
the written consent of all Beneficiaries in payment status and Participants.

         Section 14.05 Nontransferability. Except insofar as prohibited by
applicable law, no sale, transfer, alienation, assignment, pledge,
collateralization or attachment of any benefits under this Plan shall be valid
or recognized by the Company. Neither the Participant, his spouse, or designated
Beneficiary shall have any power to hypothecate, mortgage, commute, modify, or
otherwise encumber in advance of any of the benefits payable hereunder, nor
shall any of said benefits be subject to seizure for the payment of any debts,
judgments, alimony maintenance, owed by the Participant or his Beneficiary, or
be transferable by operation of law in the event of bankruptcy, insolvency, or
otherwise.

         Section 14.06 Legal Fees. All reasonable legal fees incurred by any
Participant (or former Participant) or Beneficiary to successfully enforce his
valid rights under this Plan shall be paid by the Company in addition to sums
due under this Plan.

         Section 14.07 Acceleration of Payment. The Company reserves the right
to accelerate the payment of any benefits payable under this Plan at any time
without the consent of the Participant, his estate, his Beneficiary or any other
person claiming through the Participant. For the purpose of establishing fund
value on the date of the accelerated payment, the Plan will use the same
calculations used in the case of a hardship withdrawal as described under
Section 9.01.

         Section 14.08 Applicable Law. This Plan shall be governed by the laws
of the state of Mississippi.




                                       21
<PAGE>

         IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized officer on this ____________ day of ___________,
2002, effective as of the 21st day of May, 2002.



                                             CHEMFIRST INC.



                                             By:
                                                    ----------------------------

                                             Title:
                                                    ----------------------------



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