Related Party Transactions and Outside Related Director Information

Mississippi Chemical Corporation (Retired) (MSPIQ.OB.X)

9/28/2004 10K Information

Mr. Bailey is a director of Staple Cotton Cooperative Association (Staplcotn) and a member of its compensation committee. Mr. Eastland is President & CEO of Staplcotn. Mr. Bailey recuses himself from Staplcotn compensation committee meetings and decisions regarding Mr. Eastland's compensation. Mr. Eastland has abstained from all Company Board votes related to Mr. Bailey's compensation.

There are no family relationships among the directors and executive officers of the Company. There are no arrangements or understandings between any executive officer and any other person pursuant to which such person became an executive officer.

Code of Ethics for Senior Financial Officers

On August 27, 2004, the Board of Directors approved an amendment to the Company's Ethical Conduct Policy, which applies to all employees, to include a Code of Ethics for Senior Financial Officers that also applies to the Company's Chief Executive Officer, Chief Financial Officer, and all other officer-, director-, and manager-level employees who have accounting or financial statement preparation responsibilities. The Code of Ethics for Senior Financial Officers is designed to promote honest and ethical conduct, proper disclosure of financial information in the Company's periodic reports, and compliance with applicable laws, rules, and regulations. A copy of the Company's Ethical Conduct Policy, including the Code of Ethics for Senior Financial Officers, is attached as an Exhibit to this Annual Report on Form 10-K.

10/20/2003 Proxy Information

During fiscal 2003, the Company engaged the services of Mr. Anderson's law firm, Phelps Dunbar LLP. The Company anticipates that this relationship will continue during fiscal 2004. In the past, the fees paid have been immaterial in relation to all fees the Company paid to outside counsel. Also, past fees received were not material to Phelps Dunbar LLP in relation to its overall revenues, or material to Mr. Anderson in relation to his compensation from his law firm. However, when the Audit Committee's charter was amended and restated by the Board on September 27, 2002, to conform the Audit Committee's responsibilities and composition to new rules adopted by the Securities and Exchange Commission and the provisions of the Sarbanes-Oxley Act, Mr. Anderson resigned from the Audit Committee. Thereafter, on May 15, 2003, Mississippi Chemical Corporation and nine of its direct and indirect subsidiaries and affiliates filed voluntary petitions to reorganize under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court in Jackson, Mississippi. The Company selected Phelps Dunbar LLP as its bankruptcy counsel because of the considerable bankruptcy experience and expertise possessed by members of the firm other than Mr. Anderson. Mr. Anderson did not participate in the selection of bankruptcy counsel and is not involved in the representation.

During fiscal 2003, Newellton Elevator Company, Inc., an affiliate of Mr. Burnside, purchased approximately $255,401 of fertilizer from the Company at market price.