INDEMNIFICATION AGREEMENT


                                                                   Exhibit 10(k)

                            INDEMNIFICATION AGREEMENT

      This Agreement made and entered into effective the ____day of _____, ____,
by and between CHEMFIRST INC., a Mississippi corporation, (hereinafter "the
COMPANY"), and ___________________________, (hereinafter "the INDEMNITEE").

      WHEREAS, competent and experienced persons are becoming more reluctant to
serve as directors or officers of publicly-held corporations, or as directors or
officers of their subsidiaries or affiliates, unless they are provided with
adequate protection against claims asserted against them for their activities on
behalf of such corporations, generally through insurance and indemnification;
and

      WHEREAS, uncertainty in the interpretation of statutes, regulations, case
law and public policies relating to indemnification of corporate directors and
officers makes difficult an adequate and reliable assessment of the risks to
which such directors and officers may be exposed particularly in light of the
proliferation of lawsuits against directors and officers; and

      WHEREAS, the Board of Directors of the COMPANY, based upon its business
experience, has concluded that the continuation of present trends in litigation
against corporate directors and officers inevitably makes it more difficult for
the COMPANY to attract and retain directors and officers of the highest degree
of competence committed to the active and effective direction and supervision of
the business of the COMPANY, its subsidiaries, or affiliates, and the Board
deems such consequences to be so detrimental to the best interests of the
COMPANY's stockholders that it has concluded that the COMPANY should act to
provide its directors, officers and certain officers of its subsidiaries with
enhanced protection against inordinate risks attendant with their positions to
assure that the most capable persons otherwise available will be attracted to
such positions and, in such connection, said Board of Directors has further
concluded that it is reasonable, prudent and necessary for the COMPANY to
obligate itself contractually to indemnify its directors, officers, and certain
officers of its subsidiaries to the maximum extent permitted by applicable law,
for expenses and liabilities that might be incurred by such directors and
officers in connection with claims lodged against them for their decisions and
actions as directors or officers; and

      WHEREAS, the Mississippi Business Corporation Act authorizes a corporation
to indemnify any director or officer or former director or officer or any person
who may have served at its request as a director or officer in another
corporation in which it owns shares of capital stock against expenses actually
and reasonably incurred by him in connection with any defense of any action,
suit or proceeding, civil, criminal, administrative, arbitrative or
investigative, in which he is made a party by reason of having been such a
director or officer, with certain exceptions set forth therein; and

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      WHEREAS, the Mississippi Business Corporation Act also authorizes the
corporation to obligate itself in advance to provide indemnification to the
fullest extent permitted by law by a provision in its Articles of Incorporation
or by any Bylaw or resolution adopted or contract approved by its Board of
Directors or by its stockholders after notice; and

      WHEREAS, Article XI of the COMPANY's Amended and Restated Articles of
Incorporation limits certain personal liabilities of directors, and further,
Article VII "Indemnification" of the COMPANY's Bylaws provide for indemnifying
directors, officers and employees (such provisions attached hereto as Exhibit A
(hereinafter, the "Indemnification Policy")); and

      WHEREAS, the COMPANY desires INDEMNITEE to serve or continue to serve as a
director or officer of the COMPANY or as a director or officer of a subsidiary,
of which he has been or is serving, or will serve, at the request of the
COMPANY, free from undue concern for unpredictable, inappropriate or
unreasonable claims for damages by reason of his being a director or officer of
the COMPANY or of a subsidiary; and

      WHEREAS, INDEMNITEE is willing to serve, or to continue to serve, or to
take on additional service for, the COMPANY or its subsidiaries in such
capacities if he be indemnified as provided for herein;

      NOW, THEREFORE, in consideration of the premises and the covenants
contained herein, the COMPANY and INDEMNITEE do hereby covenant and agree that
the INDEMNITEE shall be indemnified to the fullest extent permitted by
applicable law and the Indemnification Policy as follows:

      1.    Agreement to Serve. INDEMNITEE will serve and continue to serve at
            the will of the COMPANY as a director or officer of the COMPANY or
            any other company, partnership, joint venture, trust, employee
            benefit plan at the request of the COMPANY, faithfully and to the
            best of his ability so long as he is duly elected and qualified in
            accordance with the provisions of the Bylaws; provided that
            INDEMNITEE may at any time and for any reason resign from such
            position (subject to any contractual obligations which INDEMNITEE
            shall have assumed apart from this Agreement) and provided further
            that the COMPANY shall have no obligation to continue the INDEMNITEE
            in any such position.

      2.    Indemnification.

                  (a) The COMPANY shall, as promptly as practicable, indemnify
            to the fullest extent permitted by applicable law the INDEMNITEE as
            a director or officer of the COMPANY or any other company,
            partnership, joint venture, trust, employee benefit plan or other
            enterprise for which INDEMNITEE is or was serving at the request of
            the COMPANY, against any and all liabilities, expenses (including
            attorney's fees), judgments,


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            fines, penalties and amounts paid in settlement (including all
            interest, assessments and other charges paid or payable in
            connection with the foregoing), that may actually and reasonably be
            incurred by the INDEMNITEE in connection with or resulting from or
            arising out of any claim, action, suit or proceeding (actual or
            threatened), in which the INDEMNITEE may be involved as a party or
            otherwise, by reason of serving in his capacity as a director or
            officer whether before or after adoption of this Agreement provided
            that such INDEMNITEE (i) in the case of a former or present director
            (A) is wholly successful, on the merits or otherwise, with respect
            thereto, or (B) acted in good faith and, in the case of conduct in
            his official capacity with the COMPANY, in a manner that such
            INDEMNITEE reasonably believed to be in the best interests of the
            COMPANY, or, in all other cases, not opposed to, the best interests
            of the COMPANY, and, with respect to any criminal action or
            proceeding, had no reasonable cause to believe that such conduct was
            unlawful or (ii) in the case of a former or present officer who is
            not also a director or is also a director but is involved in the
            proceeding only in his capacity as an officer, (A) meets the
            standards of clause (i)(A) or (B) above and (B) has not been found
            liable for (I) receipt of a financial benefit to which he is not
            entitled, (II) an intentional infliction of harm on the COMPANY or
            its shareholders, or (III) an intentional violation of criminal law.
            The termination of any action, suit or proceeding by judgment,
            order, settlement, conviction, or upon a plea of nolo contendere or
            its equivalent, shall not, in itself, create a presumption that the
            INDEMNITEE did not meet the standard of conduct described above.

                  (b) With respect to any completed action or suit by or in the
            right of the COMPANY to procure a judgment in its favor, any
            INDEMNITEE otherwise entitled to indemnification shall not be
            entitled to indemnification, except for reasonable expenses incurred
            in connection with the proceeding if it is determined in accordance
            with Paragraphs 2(d), 2(e) or 2(h), as applicable, that the
            INDEMNITEE has met the relevant standard of conduct in Paragraph
            (a), unless and only to the extent that the court in which the
            action or suit was brought, or another court of competent
            jurisdiction, shall determine upon application that either the
            INDEMNITEE is entitled to indemnification or an advance of expenses
            pursuant to applicable law or, in view of all circumstances of the
            case, such INDEMNITEE is fairly and reasonably entitled to indemnity
            for such liabilities and expenses which such court shall deem to be
            proper.

                  (c) To the extent that the INDEMNITEE has been successful on
            the merits or otherwise in the defense of any action, suit or
            proceeding, or any claim, issue or matter therein, such INDEMNITEE
            shall be indemnified against expenses (including attorneys' fees)
            actually and reasonably incurred by such person in connection
            therewith.


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                  (d) Indemnification hereunder shall be made by the COMPANY
            only after a determination that it is proper in the circumstances
            because the INDEMNITEE met the applicable standard of conduct in
            Paragraph (a) above. That determination, subject to Paragraphs 2(e)
            and 2(h) below, shall be made (i) by the Board of Directors by a
            majority vote of a quorum consisting of directors not at the time
            parties to or otherwise a subject of the proceeding or having a
            familial, financial, professional or employment relationship with
            the director whose indemnification or advance for expenses is the
            subject of the decision being made, which relationship would, in the
            circumstances, reasonably be expected to exert an influence on the
            director's judgment when voting on the decision being made (each
            such director meeting the foregoing criteria, a "Disinterested
            Director"), or by a duly authorized committee thereof consisting of
            two or more Disinterested Directors, (ii) by special legal counsel
            selected in the manner prescribed in clause (i) or if such counsel
            cannot be so selected, by special counsel selected by a majority
            vote of the entire Board of Directors, or (iii) by the stockholders,
            but shares owned by or voted under the control of directors who at
            the time do not qualify as a Disinterested Director, may not be
            voted in the determination.

                  (e) The COMPANY agrees that if there is a Change in Control
            (as defined below) of the COMPANY then with respect to all matters
            thereafter arising concerning the rights of the INDEMNITEE to
            indemnity payments, including the advancement of expenses, under
            this Agreement or any other agreement or COMPANY Bylaws now or
            hereafter in effect, the COMPANY shall seek legal advice only from
            independent legal counsel selected by INDEMNITEE and approved by the
            COMPANY (which approval shall not be unreasonably withheld). Such
            counsel, among other things, shall render its written opinion to the
            COMPANY and INDEMNITEE as to whether and to what extent the
            INDEMNITEE would be permitted to be indemnified under applicable
            law. The COMPANY agrees to pay the reasonable fees and expenses of
            the independent legal counsel referred to above and to indemnify
            fully such counsel against any and all expenses (including
            attorneys' fees), claims, liabilities and damages arising out of or
            relating to this Agreement or its engagement pursuant hereto. A
            "Change in Control" shall be deemed to have occurred if (i) any
            "person" (as such term is used in Sections 13(d) and 14(d) of the
            Securities Exchange Act of 1934, as amended), other than a trustee
            or other fiduciary holding securities under an employee benefit plan
            of the COMPANY or a corporation owned directly or indirectly by the
            stockholders of the COMPANY in substantially the same proportions as
            their ownership of stock of the COMPANY, is or becomes the
            "beneficial owner" (as defined in Rule 13d-3 under said Act),
            directly or indirectly, of securities of the COMPANY representing
            45% or more of the total voting power represented by the COMPANY's
            then outstanding securities which vote generally in the election of
            directors (the "Voting Securities"), (ii)


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            during any period of two consecutive years, individuals who at the
            beginning of such period constitute the Board of Directors of the
            COMPANY and any new director whose election by the Board of
            Directors or nomination for election by the COMPANY's stockholders
            was approved by a vote of at least two-thirds (2/3) of the directors
            then still in office who either were directors at the beginning of
            the period or whose election or nomination for election was
            previously so approved, cease for any reason to constitute a
            majority thereof, or (iii) the stockholders of the COMPANY approve a
            merger or consolidation of the COMPANY with any other corporation,
            other than a merger or consolidation which would result in the
            Voting Securities of the COMPANY outstanding immediately prior
            thereto continuing to represent (either by remaining outstanding or
            by being converted into Voting Securities of the surviving entity)
            at least 50% of the total voting power represented by the Voting
            Securities of the COMPANY or such surviving entity outstanding
            immediately after such merger or consolidation, or the stockholders
            of the COMPANY approve a plan of complete liquidation of the COMPANY
            or an agreement for the sale or disposition by the COMPANY of (in
            one transaction or a series of transactions) all or substantially
            all the COMPANY's assets.

                  (f) The INDEMNITEE seeking indemnity hereunder must promptly
            notify the Board of Directors of the COMPANY of all relevant facts
            after becoming aware of a claim or potential claim, and except in
            the case of a claim by or on behalf of the COMPANY, must permit the
            COMPANY, at its option, to participate in and jointly control the
            defense of such claim and any resulting suit or action.

                  (g) Expenses incurred in connection with any claim, action,
            suit or proceeding, actual or threatened, other than a direct action
            by the COMPANY against the INDEMNITEE (1) may, prior to a Change in
            Control, be paid by the COMPANY in advance of the final disposition
            of such claim, action, suit or proceeding if authorized by (i) the
            Board of Directors by a majority vote of a quorum consisting of
            Disinterested Directors or by a duly authorized committee thereof
            consisting of two or more Disinterested Directors, (ii) special
            legal counsel selected in the manner prescribed in (i) above or if
            such counsel cannot be so selected, by special counsel selected by a
            majority vote of the entire Board of Directors or (iii) by the
            stockholders, but shares owned by or voted under the control of
            directors who at the time do not qualify as a Disinterested Director
            may not be voted on the determination and upon receipt of (i) a
            written affirmation by the INDEMNITEE of his good faith belief that
            he has met the relevant standard of conduct described in Paragraph
            2(a) above or that the proceeding involves conduct for which
            liability has been eliminated under a provision of the COMPANY's
            Amended and Restated Articles of Incorporation and (ii) a written
            undertaking by or on behalf of the


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<PAGE>

            INDEMNITEE to repay such amount if he is not wholly successful on
            the merits or otherwise in his defense which would entitle him to
            mandatory indemnification under Paragraph 2(c) hereof and unless it
            shall ultimately be determined in accordance with Paragraphs 2(d) or
            2(h) that INDEMNITEE has not met the applicable standard of conduct
            described in Paragraph 2(a) hereof or (2) shall, after a Change in
            Control, be paid by the COMPANY in advance of the final disposition
            of such claim, action, suit or proceeding upon receipt of (i) a
            written affirmation by the INDEMNITEE of his good faith belief that
            he has met the relevant standard of conduct described in Paragraph
            2(a) above or that the proceeding involves conduct for which
            liability has been eliminated under a provision of the COMPANY's
            Amended and Restated Articles of Incorporation and (ii) a written
            undertaking by or on behalf of the INDEMNITEE to repay such amounts
            if he is not wholly successful on the merits or otherwise in his
            defense which would entitle him to mandatory indemnification under
            Paragraph 2(c) hereof and unless it shall ultimately be determinated
            in accordance with Paragraphs 2(e) or 2(h) that INDEMNITEE has not
            met the applicable standard of conduct described in Paragraph 2(a)
            hereof.

                  (h) The applicable party reviewing the claim for
            indemnification pursuant to Paragraph 2(d)(i), (ii) or (iii) or,
            pursuant to Paragraph 2(e) or pursuant to Paragraph 2(g)(1) shall be
            referred to herein as the "Reviewing Party." Any determination by
            the applicable Reviewing Party that the INDEMNITEE is not (i)
            entitled to an advancement of expenses pursuant to Paragraph 2(g) or
            (ii) entitled to indemnification pursuant to Paragraph 2(d) shall
            not become binding until a final judicial determination is made with
            respect thereto (as to which all rights of appeal therefrom have
            been exhausted or lapsed). If there has been no determination by the
            applicable Reviewing Party or if the Reviewing Party determines that
            the INDEMNITEE substantively would not be permitted to be
            indemnified in whole or in part under applicable law or would not be
            entitled to the advancement of expenses, the INDEMNITEE shall have
            the right to commence litigation in any court in the State of
            Mississippi having subject matter jurisdiction thereof and in which
            venue is proper seeking an initial determination by the court or
            challenging any such determination by the Reviewing Party or any
            aspect thereof, including the legal or factual bases therefor, and
            the COMPANY hereby consents to service of process and to appear in
            any such proceeding.

      3.    Enforcement.

                  (a) The COMPANY expressly confirms and agrees that it has
            entered into this Agreement and assumed the obligations imposed on
            the COMPANY to induce the INDEMNITEE to continue as a director or
            officer of the COMPANY or of any other corporation, company,


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            partnership, joint venture, trust, employee benefit plan, or other
            enterprise for which INDEMNITEE was or is serving at the request of
            the COMPANY, and acknowledges that the INDEMNITEE is relying upon
            this Agreement in continuing in such capacity or capacities.

                  (b) The COMPANY shall reimburse the INDEMNITEE for all the
            INDEMNITEE's costs and expenses incurred in connection with
            successfully establishing his right to indemnification under this
            Agreement in whole and in part.

      4.    Exclusivity. The indemnification provided hereunder shall not be
            deemed exclusive of, or diminish or otherwise restrict, any other
            rights to which those indemnified may be entitled under any
            provision of law, the Articles of Incorporation or Bylaws of the
            COMPANY, this Agreement, vote of stockholders or disinterested
            directors or otherwise, both as to action in his official capacity
            and as to action in another capacity referred to in Paragraph 2 of
            this Agreement and shall continue after INDEMNITEE has ceased to
            occupy such position or positions.

      5.    Multiplicity of Claims. If several claims, issues or courses of
            action are involved, the INDEMNITEE may be entitled to
            indemnification as to some matters even though such INDEMNITEE is
            not entitled to indemnification as to other matters.

      6.    Purchase of Insurance. The COMPANY may purchase and maintain
            insurance on behalf of any INDEMNITEE covered hereunder where
            insurance is obtainable, against any liability, or part thereof,
            asserted against such INDEMNITEE and incurred by such INDEMNITEE in
            any capacity or arising out of such INDEMNITEE's status as such,
            whether or not the COMPANY would have the power to indemnify
            INDEMNITEE against such liability hereunder or otherwise.

      7.    Severability. If any of the provisions of this Agreement shall be
            held to be invalid, illegal or unenforceable for any reason
            whatsoever, the validity, legality or enforceability of the
            remaining provisions of this Agreement (including without
            limitation, all portions of any paragraph of this Agreement
            containing any such provision held to be invalid, illegal or
            unenforceable) shall not in anyway be affected or impaired thereby,
            and to the fullest extent possible, the provisions of this Agreement
            (including, without limitation, all portions of any paragraph of
            this Agreement containing such provision to be invalid, illegal or
            unenforceable, that are not themselves invalid, illegal or
            unenforceable) shall be construed so as to give effect the intent
            manifested by the provision held invalid, illegal or unenforceable.


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      8.    Binding Effect. This Agreement shall be binding upon the INDEMNITEE
            and the COMPANY, its successors and assigns, (including any
            transferees of all or substantially all of its assets and any
            successor by merger or operation of law), and shall inure to the
            benefit of the INDEMNITEE, his heirs, personal representatives,
            estate or assigns.

      9.    Amendment and Termination. No amendments, modifications,
            terminations or cancellations of this Agreement shall be effective
            unless signed in writing by both the INDEMNITEE and the COMPANY.

      10.   Headings. The headings of the paragraphs of this Agreement are
            inserted for convenience only and shall not be deemed to constitute
            a part of this Agreement or to affect the construction thereof.

      11.   Change in Law. To the extent that a change in the Mississippi
            Business Corporation Act (whether by statute or judicial decision)
            permits greater indemnification by agreement than would be afforded
            currently under the COMPANY's Bylaws and this Agreement, it is the
            intent of the parties hereto that the INDEMNITEE shall enjoy by this
            Agreement the greater benefits so afforded by such change.

      12.   Governing Law. This Agreement shall be governed by and construed and
            enforced in accordance with the laws of the State of Mississippi
            applicable to contracts made and to be performed in such state
            without giving effect to the principles of conflicts of laws.

      13.   Disputes. All claims and controversies arising out of or in
            connection with this Agreement shall be subject to binding
            arbitration by a single arbitrator in accordance with the commercial
            arbitration rules of the American Arbitration Association ("AAA") or
            the existing Rules of Practice and Procedures of the Judicial
            Arbitration and Mediation Services, Inc. ("JAMS"). Any arbitration
            shall occur in Jackson, Mississippi and any judgment on the award
            rendered in such arbitration shall be entered in any state or
            federal court having jurisdiction. The party filing the arbitration
            shall have the right to select either AAA or JAMS.

      14.   Notification. The INDEMNITEE agrees to notify the COMPANY promptly
            in writing upon being served any citation, complaint, indictment or
            other document covered hereunder, either civil or criminal.

      15.   Notices. All notices, requests, demand and other communication
            hereunder shall be in writing and shall be deemed to have been duly
            given if delivered by hand and receipted for by the party to whom
            said notice or other communication shall be directed, or by mail
            certified or registered with postage prepaid on the third business
            day after which so is mailed.


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                  If to INDEMNITEE:       ___________________________

                                          ___________________________

                                          ___________________________


                  If to COMPANY:          J. Steve Chustz, General Counsel
                                          ChemFirst Inc.
                                          Post Office Box 1249
                                          Jackson, MS  39215-1249

      IN WITNESS WHEREOF, the parties have caused this Agreement to be entered
into on the day and year first above written.


      CHEMFIRST INC.                            INDEMNITEE


      By:________________________               _______________________