RESTRICTED STOCK AGREEMENT

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EXHIBIT 10.2

SANDERSON FARMS, INC.

RESTRICTED STOCK AGREEMENT

(MANAGEMENT EMPLOYEE)

This RESTRICTED STOCK AGREEMENT (this "Agreement"), made and entered into

as of the _____ day of _______________, 20____ (the "Grant Date"), by and

between ___________________________ (the "Participant") and Sanderson Farms,

Inc. (together with its subsidiaries and affiliates, the "Company"), sets forth

the terms and conditions of a Restricted Stock Award issued pursuant to the

Sanderson Farms, Inc. and Affiliates Stock Incentive Plan, adopted on February

17, 2005 (the "Plan") and this Agreement. Any capitalized term used but not

defined herein shall have the meaning ascribed to such term in the Plan.

1. Grant and Vesting of Restricted Stock.

(a) As a reward for past service or in consideration of and as an

incentive to the Participant's performance of future services on behalf of the

Company, and for no additional consideration, the Company hereby grants to the

Participant, as of the Grant Date, ______________ shares of the Company's common

stock, par value $1.00 per share (the "Restricted Stock"), subject to the terms

and conditions set forth herein and in the Plan. The Restricted Stock is subject

to forfeiture as provided herein and may not be sold, exchanged, transferred,

pledged, hypothecated or otherwise disposed of by the Participant, other than by

will or by the laws of descent and distribution of the state in which the

Participant resides on the date of his death. The period during which the

Restricted Stock is not vested and is subject to transfer restrictions is

referred to herein as the "Restriction Period."

(b) Except as otherwise provided in this Agreement or the Plan, the

Restricted Stock shall vest and no longer be subject to forfeiture or any

transfer restrictions hereunder on the tenth anniversary of the Grant Date, so

long as the Participant has remained continuously employed by the Company from

the Grant Date through such date.

(c) In the event of (i) the Participant's termination of employment

with the Company by reason of death or Disability, in either case five years or

more from the Grant Date, (ii) his termination of employment with the Company on

or after five years from the Grant Date and after his attainment of eligibility

for retirement (as determined by the Board from time to time), or (iii) a Change

of Control, the Restricted Stock that has not vested shall immediately vest and

no longer be subject to forfeiture or any transfer restrictions hereunder. If

the Participant's employment with the Company is terminated for any other

reason, voluntarily or involuntarily, prior to the expiration of the Restriction

Period, then the Restricted Stock that has not vested as of the termination date

shall immediately be forfeited, ownership shall be transferred back to the

Company and the Restricted Stock shall become authorized but unissued Shares.

(e) If the Board determines in good faith that the Participant has

engaged in any Detrimental Activity during the period that the Participant is

employed by the Company or during the two-year period following the

Participant's voluntary termination of employment or

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his termination by the Company for Cause, then the Restricted Stock that has not

vested as of the date of the Board determination shall immediately be forfeited,

ownership shall be transferred back to the Company and the Restricted Stock

shall become authorized but unissued Shares or, if the Restricted Stock has

already vested, the Participant shall repay to the Company the fair market value

of the Shares as of the Grant Date. For purposes of this Section 1(e), the

parties hereto agree that the fair market value of the Shares as of the Grant

Date is $_________ per share.

2. Issuance of Shares.

Certificates representing the Restricted Stock shall be registered in the

Participant's name (or an appropriate book entry shall be made). Certificates,

if issued, may, at the Company's option, either be held by the Company in escrow

until the Restriction Period expires or until the restrictions thereon otherwise

lapse and/or be issued to the Participant and registered in the name of the

Participant, bearing an appropriate restrictive legend that refers to this

Agreement and remaining subject to appropriate stop-transfer orders. The

Participant agrees to deliver to the Board, upon request, one or more stock

powers endorsed in blank relating to the Restricted Stock. If and when the

Restricted Stock vests and is no longer subject to forfeiture or transfer

restrictions, unlegended certificates for such Restricted Stock shall be

delivered to the Participant (subject to Section 6 pertaining to the withholding

of taxes and Section 14 pertaining to the Securities Act of 1933, as amended

(the "Securities Act")); provided, however, that the Board may cause such legend

or legends to be placed on any such certificates as it may deem advisable under

Applicable Law.

3. Rights as a Stockholder.

Except as otherwise provided in this Agreement or the Plan, during the

Restriction Period the Participant shall have, with respect to the Restricted

Stock, all of the rights of a stockholder of the Company, including the right to

vote the Restricted Stock and the right to receive any dividends or other

distributions with respect thereto.

4. Adjustments.

If any change in corporate capitalization, such as a stock split, reverse

stock split, stock dividend, or any corporate transaction such as a

reorganization, reclassification, merger or consolidation or separation,

including a spin-off of the Company or sale or other disposition by the Company

of all or a portion of its assets, any other change in the Company's corporate

structure, or any distribution to stockholders (