EX-10.5 EMPLOYEE STOCK OWNERSHIP PLAN

Stock Option Agreement

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Title: EX-10.5 EMPLOYEE STOCK OWNERSHIP PLAN
Governing Law: Mississippi Date: 12/29/2005
Industry: Food Processing Sector: Consumer/Non-Cyclical

EX-10.5
EMPLOYEE STOCK OWNERSHIP PLAN, Parties: sanderson farms inc

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EXHIBIT 10.5

SANDERSON FARMS, INC.

AND

AFFILIATES

EMPLOYEE STOCK OWNERSHIP PLAN

(AMENDED AND RESTATED EFFECTIVE NOVEMBER 1,1997)

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TABLE OF CONTENTS

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ARTICLE 1

PURPOSE

ARTICLE 2

DEFINITIONS

ARTICLE 3

NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITIES

Section 3.1 Named Fiduciaries............................................................. 11

Section 3.2 Allocation of Responsibilities, Powers and Duties Among Named Fiduciaries..... 11

Section 3.3 No Joint Fiduciary Responsibility............................................. 12

Section 3.4 Delegation of Responsibility and Employment of Advisors....................... 12

Section 3.5 Establishment of Funding Procedures........................................... 12

Section 3.6 Payment of Expenses........................................................... 13

Section 3.7 Indemnification for Liability................................................. 13

ARTICLE 4

ELIGIBILITY AND PARTICIPATION

Section 4.1 Eligible Employee............................................................. 14

Section 4.2 Participation................................................................. 14

Section 4.3 Notification of Participation................................................. 14

ARTICLE 5

CONTRIBUTIONS

Section 5.1 By Employers.................................................................. 15

Section 5.2 Amount of Contribution........................................................ 15

Section 5.3 Time and Method of Contribution............................................... 15

Section 5.4 Limitation on Allocations and Contributions................................... 15

ARTICLE 6

ACCOUNTS ALLOCATION OF BENEFITS AND ACCOUNTING

Section 6.1 Membership of Participants.................................................... 18

Section 6.2 Participants' Accounts........................................................ 18

Section 6.3 Allocation of Contributions................................................... 18

Section 6.4 Investment of Cash............................................................ 18

Section 6.5 Income, Losses and Expenses................................................... 18

Section 6.6 Voting of Shares.............................................................. 19

Section 6.7 General Accounts.............................................................. 19

Section 6.8 Annual Statements.................. .......................................... 21

ARTICLE 7

THE TRUST FUND

Section 7.1 Investments................................................................... 22

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Section 7.2 Stock Dividends, Splits, Options.............................................. 22

ARTICLE 8

VESTING

Section 8.1 General....................................................................... 23

Section 8.2 Retirement, Death and Disability.............................................. 24

Section 8.3 Termination of Service for Other Reasons...................................... 24

Section 8.4 Termination of or Discontinuance of Contributions to Plan..................... 24

Section 8.5 Increase in Vesting........................................................... 24

ARTICLE 9

DISTRIBUTIONS

Section 9.1 Retirement.................................................................... 25

Section 9.2 Disability.................................................................... 25

Section 9.3 Death......................................................................... 25

Section 9.4 Other Termination of Employment............................................... 26

Section 9.5 Method and Time of Distribution............................................... 27

Section 9.6 Rollover Treatment............................................................ 32

Section 9.7 Effect of Rehiring............................................................ 33

Section 9.8 Hardship Distributions........................................................ 34

Section 9.9 Early Distributions Due to Normal Retirement, Death or Disability............. 34

Section 9.10 Missing Persons............................................................... 34

Section 9.11 Diversification of Investments.................................................. 35

Section 9.12 Cancellations of Accounts..................................................... 36

Section 9.13 No Benefit Reduction due to Plan Amendment.................................... 36

Section 9.14 In-Service Distributions...................................................... 36

ARTICLE 10

VALUATION

Section 10.1 Valuation of Qualifying Employers' Securities................................. 39

ARTICLE 11

SPECIAL PROVISIONS RELATING TO LOANS

ARTICLE 12

CLAIMS PROCEDURE AND REVIEW

Section 12.1 Claims for Benefits........................................................... 45

Section 12.2 Review of Claims.............................................................. 45

Section 12.3 Miscellaneous................................................................. 45

ARTICLE 13

TRUST FUND AND TRUSTEES

ARTICLE 14

ADMINISTRATIVE COMMITTEE

Section 14.1 Appointment of Committee...................................................... 48

Section 14.2 Powers of Administrative Committee............................................ 48

Section 14.3 Organization and Operation of Administrative Committee........................ 48

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Section 14.4 Expenses of Administrative Committee.......................................... 48

Section 14.5 Indemnity..................................................................... 49

ARTICLE 15

DOMESTIC AFFILIATE(S)

Section 15.1 Joinder of Plan............................................................... 50

ARTICLE 16

MODIFICATIONS FOR TOP HEAVY PLANS

Section 16.1 Application of Article........................................................ 51

Section 16.2 Definitions................................................................... 51

Section 16.3 Amounts Included for Computation Purposes..................................... 52

Section 16.4 Accelerated Vesting........................................................... 52

Section 16.5 Minimum Contributions......................................................... 52

ARTICLE 17

AMENDMENT; MERGER, CONSOLIDATION OR TRANSFER OF ASSETS;

TERMINATION OR DISCONTINUANCE

Section 17.1 Amendment..................................................................... 54

Section 17.2 Merger, Consolidation, or Transfer of Assets.................................. 54

Section 17.3 Termination; Discontinuance of Contributions.................................. 54

Section 17.4 Duration of Trust............................................................. 55

ARTICLE 18

MISCELLANEOUS

Section 18.1 Nonalienation of Benefits........ ............................................ 56

Section 18.2 Domestic Relations Orders..................................................... 56

Section 18.3 Authorization to Withhold Taxes............................................... 58

Section 18.4 Delegation of Authority by Employers.......................................... 58

Section 18.5 Number and Gender............................................................. 58

Section 18.6 Legal Actions................................................................. 58

Section 18.7 Delays in Distribution........................................................ 58

Section 18.8 Plan Document Location........................................................ 59

Section 18.9 Plan Terms Control............................................................ 59

Section 18.10 Severability.................................................................. 59

Section 18.11 Governing Law................................................................. 59

Section 18.12 Multiple Execution............................................................ 59

ARTICLE 19

CONCERNING QUALIFIED MILITARY SERVICE

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SANDERSON FARMS, INC.

AND

AFFILIATES

EMPLOYEE STOCK OWNERSHIP PLAN

This Plan is adopted as of the 22nd day of October, 2002, effective

November 1, 1997, unless otherwise specified in certain Plan sections, by

Sanderson Farms, Inc. and its affiliates, Sanderson Farms, Inc. (Production

Division), Sanderson Farms, Inc. (Processing Division) and Sanderson Farms, Inc.

(Foods Division), each a corporation duly organized under the laws of the State

of Mississippi and having their principal places of business in Laurel,

Mississippi ("Employers").

WITNESSETH:

WHEREAS, Sanderson Farms, Inc. and its affiliates desire to promote in

their Employees a stronger interest in the successful operation of their

businesses, greater loyalty to the Employers and increased efficiency in their

work by providing for the Employees' greater financial security; and

WHEREAS, Employers desire to recognize the contributions made to the

successful operation of their businesses by their Employees and to reward such

contributions for those Employees who shall qualify as Participants hereunder

and for the beneficiaries designated by such Participants;

WHEREAS, Employers desire to encourage stock ownership by Participants and

thereby to promote an increased attachment to and participation in the

Employers' success;

WHEREAS, this Plan and its related Trust constitute a conversion of the

qualified Profit Sharing Retirement Plan and Trust ("Profit Sharing Plan"),

adopted by Sanderson Farms, Inc. and Sanderson Farms, Inc. (Processing Division)

on June 21, 1972, effective January 1, 1972, and amended on August 10, 1972,

effective January 1, 1972, into a qualifying Employee Stock Ownership Plan for

the Employers;

WHEREAS, the Employers completely amended, restated and continued the Plan

without a break or lapse in coverage, time or effect which would have caused any

Participant to become fully vested or entitled to distribution, in order to (a)

effect numerous technical changes for the benefit of Eligible Employees,

Participants and beneficiaries and (b) to ensure the Plan's qualification under

the applicable provisions of the Internal Revenue Code of 1986, as amended

("IRC") and the Employee Retirement Income Security Act of 1974, as amended

("ERISA"), such amendment, restatement and continuation being adopted by the

Boards of Directors of the Employers on February 24,1994, effective November

1,1989;

WHEREAS, this Plan and its related Trust constitute a merger or

consolidation of the General Employees' Profit Sharing - Retirement Plan and

Trust of Sanderson Farms, Inc. and Affiliates, adopted by the Boards of

Directors of the Employers on April 23, 1976, executed by

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the Employers on June 17, 1976, effective January 1, 1976, restated on July 23,

1985, effective November 1, 1984, and restated on February 24, 1994, effective

November 1, 1989, into this Plan and its related Trust, such merger or

consolidation being adopted by the Boards of Directors of the Employers on April

28, 1994, effective November 1, 1993;

WHEREAS, such merger or consolidation constituted a "merger" or

"consolidation" as defined by IRC Section 414(1) and Treasury Regulation Section

1.414(1)-1(b)(2);

WHEREAS, such merger or consolidation satisfied and/or shall satisfy the

requirements of IRC Section 414(1) and accompanying regulations in that: a) the

sum of the account balances in each plan prior to the merger equals or shall

equal the fair market value of the assets of the resulting merged single plan;

b) the assets of each plan are or will be combined to form the assets of the

resulting merged single plan; and c) immediately after the merger, each

participant in the resulting merged single plan has or will have an account

balance equal to the sum of the account balances the participant had in both

plans immediately prior to the merger;

WHEREAS, the Employers desire to further amend and restate the

Plan,-effective as of November 1,1997, to comply with certain changes in federal

law.

NOW THEREFORE, the Employers adopt the Plan effective as of November

1,1997, as follows, subject to the following provisos:

(1)The amendments to the Plan provided for hereinabove shall not

have the effect of eliminating or reducing any early retirement benefit or

retirement type subsidy (as defined in regulations promulgated by the Secretary

of the Treasury) or eliminating an optional form of benefit.

(2)Unless specified otherwise herein, such amendment and restatement

shall not apply to a Participant who is not credited with at least one Hour of

Service on or after November 1, 1997.

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ARTICLE 1

PURPOSE

Section 1.1 The principal purpose of this Plan is to recognize the contributions

made to the successful operation of the Employers by their Employees and to

reward such contributions for those Employees who qualify as Participants

hereunder and for the beneficiaries designated by such Participants. Another

purpose of the Plan is to encourage stock ownership by Participants, and thereby

to promote an increased attachment to and participation in the Employers'

success. To this end, the Plan shall whenever possible and prudent acquire and

invest primarily in Qualifying Employers' Securities, as hereinafter defined.

Section 1.2 The Employers shall make contributions pursuant to the requirements

of Section 5.2 of the Plan and may also bear expenses of the administration of

the Plan. In connection with the adoption of this Plan, the Employers shall

enter into a Trust Agreement with one or more individual fiduciaries or a

corporate fiduciary, or a combination of both, hereinafter referred to as the

"Trustees" and all contributions made hereunder shall be paid to the order of

the Trustees.

Section 1.3 This Plan is established for the exclusive benefit of the

Participants and their beneficiaries. This Plan is to be interpreted in a manner

consistent with this intent and with the intention that it be recognized as a

qualifying plan under IRC Section 401 (a). In no event shall any part of the

principal or income of the Trust Fund or any of the contributions made by the

Employers to the Trustees be paid to or revested in the Employers or be used for

any purpose whatsoever other than the exclusive benefit of the Employees and

their beneficiaries. Nothing herein shall prevent the Trustees, however, from

purchasing Qualifying Employers' Securities from the Employers where it is

prudent to do so, or from paying fees, taxes and other expenses incurred in the

administration of the Plan, where such expenses are not borne or paid by the

Employers.

Section 1.4 Except as otherwise provided by law and as provided herein, the

adoption of this Plan shall not be construed as giving any Employee or any other

person any legal or equitable right against the Employers, or any officer or

Employee thereof, the Administrative Committee established in connection

herewith, the Trustees or the principal and income of the Trust Fund or any

equity or interest in the assets, business or affairs of the Employers, unless

such right, equity or interest is specifically provided for in this Plan, nor

shall it be construed as giving any Employee the right to be retained in the

service of the Employers.

Section 1.5 The Plan is designed and intended to qualify under IRC Section

401(a) so that (i) the Employers' contributions are currently deductible; (ii)

all income of the Trust is exempt from tax; and (iii) Participants and their

beneficiaries will not be taxed on their interest in the Plan until they have

received distribution of Plan benefits, and all of the provisions of this Plan

and its related Trust shall be interpreted in a way to give effect to this

intent. Notwithstanding any other provision of the Plan, the Boards of Directors

reserve the right:

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(a) At any time to amend the Plan retroactively to its effective

date in any way necessary to obtain an initial determination letter from the

Internal Revenue Service that the Plan qualifies under IRC Section 401(a).

(b) To revoke the Plan and Trust if the Internal Revenue service

refuses to issue an initial favorable determination letter or issues an

unfavorable one and to reinstate the former Profit Sharing - Retirement Plan and

Trust for continuation or subsequent termination or merger thereof with a

comparable plan.

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ARTICLE 2

DEFINITIONS

The following terms have the meanings herein which are specified below

unless the context otherwise requires:

Section 2.1 "Administrative Committee" means the Administrative Committee

appointed by the Employers as provided in Section 14.1. The persons constituting

the Administrative Committee are herein referred to as "Administrative Committee

Members."

Section 2.2 "Allocation Date" means the last day of a Plan Year.

Section 2.3 "Annual Additions" means the sum of the following amounts credited

to a Participant's account for the Limitation Year:

(a) Employer contributions;

(b) forfeitures; and

contributions or (ii) the nondeductible employee contributions in excess of six

percent (6%) of the Participant's Section 415 Compensation for the Limitation

Year. For this purpose, any Excess Amount applied under subsections (d) or (h)

in the Limitation Year to reduce Employer contributions will be considered

Annual Additions for such Limitation Year.

Allocations to Participants' accounts of assets withdrawn from the

unallocated stock account when securities are released from encumbrance

pertaining to exempt loan transactions shall be included in the limitations

prescribed in the preceding paragraph of this subsection. For purposes of

applying the limitations of IRC Section 415, to such allocations, contributions

used by the Plan to pay the exempt loan are treated as Annual Additions to

Participants' accounts.

Section 2.4 "Annual Compensation" shall mean for a Participant during a Plan

Year "compensation," as defined in Section 1.415-2(d)(ll)(2) of the Income Tax

Regulations, increased by any amounts that are not currently includable in the

Participant's gross income by reason of IRC Sections 125, 132(f), 402(a)(8),

402(h)(1)(B) or 403(b). No Participant shall be deemed to have Annual

Compensation for a Plan Year in an amount in excess of $150,000 as adjusted in

accordance with the provisions of IRC Sections 401(a)(17). In the case of a

Participant who becomes such on a day other than the first day of the Plan Year,

Compensation shall not include amounts paid prior to the date he becomes a

Participant.

Section 2.5 "Boards" means the Boards of Directors of the Employers.

Section 2.6 "Break-in-Service" for purposes of determining eligibility for

participation means an eligibility computation period during which the Employee

fails to complete more than 500 Hours of Service with the Employers.

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Section 2.7 "Casual Laborer" means each Employee who is classified as a "casual

laborer" under the normal payroll practices of the Employers.

Section 2.8 "Compensation" of any Participant means all taxable remuneration

received, except performance incentive awards, from the Employers in the whole

or part of a Plan Year in which the Employee participates in the Plan and as

further defined in Subparagraph 5.4(i)(6) of the Plan. Compensation of any

Participant shall not include any part of the Employers' contributions to the

Trust Fund hereunder, or to any other employee pension benefit plan or employee

welfare benefit plan or trust in connection therewith, now or hereafter adopted

or any amounts in respect of any options to purchase stock granted Employees. No

Participant shall be deemed to have Compensation for a Plan Year in excess of

$150,000 as adjusted in accordance with the provisions of IRC Section

401(a)(17).

Section 2.9 "Effective Date" shall be November 1, 1997, except as otherwise

provided in certain Plan sections.

Section 2.10 "Eligible Employee" means each Employee eligible to become a

Participant in the Plan as described in ARTICLE 4 hereof.

Section 2.11 "Employee" means each person who is employed by the Employers.

Section 2.12 "Employee Contributions" means contributions made voluntarily to

the Plan by Participants in the Plan. This Plan does not permit Employee

Contributions.

Section 2.13 "Employers" means Sanderson Farms, Inc., Sanderson Farms, Inc.

(Production Division), Sanderson Farms, Inc. (Processing Division) and Sanderson

Farms, Inc. (Foods Division), all of which are Mississippi corporations. All

employees of all corporations which are members of a controlled group of

corporations (as defined in IRC Section 414(b)) and all employees of all trades

or businesses (whether or not incorporated) which are under common control (as

defined in IRC Section 414(c)) shall be treated as employed by one single

employer.

Section 2.14 "Excess Amount" means the excess of the Participant's Annual

Additions for the Limitation Year over the Maximum Permissible Amount.

Section 2.15 "Family and Medical Leave Absences." In the case of an Employee who

is absent from work for reasons authorized by The Family and Medical Leave Act

of 1993 or other statutory leave, the provisions of Section 2.17 of the Plan

shall apply.

Section 2.16 "Highly Compensated Employee" means an Employee who:

(a) during the current Plan Year of the preceding Plan Year, owned (or was

considered as owning) more than five percent (5%) of the outstanding stock of an

Employer or Related Employer or stock possessing more than five percent (5%) of

the total combined voting power of all stock of an Employer or Related Employer,

(b) during the preceding Plan Year, received Annual Compensation from the

Employer and Related Employer in excess of $80,000 multiplied by the Adjustment

Factor.

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For purposes of this Section 2.16, the following rules shall apply:

Section 318(a)(2) shall be applied by substituting "5 percent" for "50 percent."

(d)The term "Highly Compensated Employee" also includes, for a Plan Year,

a former Employee who had a Separation Year prior to the Plan Year and who met

the requirements of paragraphs (a) through (c) above for either such Separation

Year or any Plan Year ending on or after his 55th birthday. For purposes of this

paragraph, an individual who is, or has previously been, an Employee and who

performs no services for an Employer during a Plan Year shall be treated as a

former Employee (including, for example, an Employee who performed no services

for an Employer during a Plan Year by reason of an Authorized Leave of Absence).

A former Employee who is treated as a Highly Compensated Employee for a Plan

Year shall not be taken into account in determining the group consisting of the

top twenty percent (20%) of all Employees when ranked on the basis of Annual

Compensation for the Plan Year for purposes of paragraph (b) above.

Section 2.17 "Hour of Service" means

(a) an Hour of Service is each hour for which an Employee is paid, or

entitled to payment, for the performance of duties for the Employers during the

applicable computation period;

(b) an Hour of service is each hour for which an Employee is paid, or

entitled to payment, by the Employers on account of a period of time during

which no duties are performed (irrespective of whether the employment

relationship has terminated) due to vacation, holiday, illness, incapacity

(including disability), layoff, jury duty, military duty or leave of absence.

Notwithstanding the preceding sentence, no more than 501 Hours of Service are

required to be credited under this paragraph to an Employee on account of any

single continuous period during which the Employee performs no duties (whether

or not such period occurs in a single computation period).

mitigation of damages, is either awarded or agreed to by the Employers. The same

Hours of Service shall not be credited both under paragraph (a) or paragraph

(b), as the case may be, and under this paragraph (c).

(d) Labor Regulations Section 2530.200b-2(b) and (c) are incorporated by

reference.

(e) Hours of Service will be credited for employment with any of the

Employers.

(f) Solely for purposes of determining whether an individual has incurred

a Break in Service each hour of such individual's customary work period during

an absence that begins after December 31, 1984, and that is due to

(1) pregnancy of the individual;

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(2) birth of a child of the individual;

(3) placement of a child in connection with the adoption of a child

in connection with the adoption of the child by the individual; or

(4) caring for the child during the period of birth or placement for

adoption shall be considered an Hour of Service.

Notwithstanding the foregoing provisions:

(A) Hours of Service described in this paragraph (f) shall be

credited to the Plan Year in which the absence begins if necessary to

prevent a Break in Service in that Plan Year, otherwise all such Hours of

Service to be credited pursuant to this paragraph (f) shall be credited to

the next following Plan Year to the extent, if any, necessary to assure

that the individual will not suffer a Break in Service in such following

Plan Year;

(B) the Administrative Committee shall have the right as a

condition precedent to providing credit under this paragraph to require

the individual to certify, on such written form as may be provided by the

Administrative Committee, that the absence was for a reason permitted

under this paragraph (f), to require the individual to supply information

relating to the number of normal work days for which there was an absence

under this paragraph (f), and to verify the correctness of such

certification by any reasonable means; and

under this paragraph (f) shall not exceed 501 Hours of Service.

Section 2.18 "Limitation Year" means the twelve (12) month period ending October

31 of each year. All qualified plans maintained by the Employers must use the

same Limitation Year. If the Limitation Year is amended to a different twelve

(12) consecutive month period, then the new Limitation Year must begin on a date

within the Limitation Year in which the amendment is made.

Section 2.19 "Maximum Permissible Amount" means, notwithstanding anything

contained herein to the contrary, the total amount of the annual additions

credited to a Participant's Account and any account or accounts under a related

plan or plans for a Limitation Year shall not exceed the lesser of (i) or (ii)

below prior to January 1, 2002, or (iii) or (iv) below beginning January 1,2002,

where

(i) Is 25% of such Participant's Section 415 Compensation for the

Limitation Year;

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(ii) Is $30,000 as adjusted as provided in IRC Section 415(d); and

(iii) Is 100% of the Participant's Section 415 Compensation, within the

meaning of IRC Section 415(c)(3) for the Limitation Year; or

(iv) Is $40,000, as adjusted for increases in the cost-of-living under

IRC Section 415(d).

If a short Limitation Year is created because of an amendment changing the

Limitation Year to a different 12-consecutive month period, then the Maximum

Permissible Amount will not exceed the applicable dollar amount above multiplied

by the following fraction:

Number of months in the short Limitation Year

Section 2.20 "Normal Retirement Date" of a Participant shall be the date that

such Participant attains his 65th birthday. However, the Participant may elect

to postpone such retirement date and continue his participation in this Plan and

the Trust until he retires from employment with the Employers. Notwithstanding

any provision to the contrary, a Participant shall be 100% vested in his normal

retirement benefit at age sixty-five (65).

Section 2.21 "Participant" means each Eligible Employee who has accepted the

Plan in the manner provided in ARTICLE 4 hereof. A Participant may cease to be a

Participant upon certain events herein described.

Section 2.22 "Plan" means the Employee Stock Ownership Plan of the Employers as

herein set forth and as the same may be amended from time to time. This Plan is

designated and may be referred to as the "Sanderson Farms, Inc. and Affiliates

Employee Stock Ownership Plan." The Employee Stock Ownership Plan herein further

means a defined contribution plan:

(a)Which is a stock bonus plan qualified under IRC Section 401(a) and

ERISA and designed to invest primarily in Qualifying Employers' Securities; and

(b)Which meets such other requirements as the Secretary of the Treasury

may prescribe by regulation.

Section 2.23 "Plan Year" or "Fiscal Year of the Plan" means the year ending

October 31.

Section 2.24 "Qualifying or Qualified Employers' Security or Securities" means

any share of capital stock now or hereafter issued by any of the Employers and

as further defined by Section 409(1) of the IRC and/or ERISA and regulations

issued by the Secretary of the Treasury and/or Labor pertaining thereto or by

any amendments thereof.

Section 2.25 "Section 415 Compensation" means:

(a) Section 3401(a) wages. Section 415 Compensation is defined as wages

within the meaning of IRC Section 3401 (a) for the purposes of income tax

withholding at the source but determined without regard to any rules that limit

the remuneration included in wages based

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on the nature or location of the employment or the services performed (such as

the exception for agricultural labor in IRC Section 3401 (a)(2)) and without

regard to incentive awards.

(b) Section 415 Compensation shall include only that compensation which is

actually paid to the Participant during the Determination Period. Except as

provided elsewhere in this Plan, the "Determination Period" means the Plan Year.

compensation of each Participant taken into account for determining all benefits

provided under the Plan for any determination period shall not exceed $150,000,

as adjusted by the Secretary in accordance with IRC Section 401(a)(17).

Section 2.26 "Trust Agreement" means the Employee Stock Ownership Plan Trust

Agreement, effective November 1, 1993, between the Trustees named therein and

the Employers, made and entered into for the establishment of a trust to receive

all contributions which may be made to the order of the Trustees under the Plan,

and any and-all-amendments of the Trust Agreement.

Section 2.27 "Trustee" or "Trustees" mean the Trustees named under the Trust

Agreement and their duly appointed successors.

Section 2.28 "Trust Fund" means the Trust Fund of the original Profit Sharing

Plan heretofore created by the Employers, all contributions from time to time

received from the Employers in cash or other property, the Trust Fund of the

General Employees' Profit Sharing - Retirement Trust subsequent to merger and

any and all securities and other qualifying property purchased or otherwise

acquired out of such funds, together with the income therefrom less any and all

distributions made therefrom and any and all losses, expenses and other amounts

chargeable thereto.

Section 2.29 "Year of Service" for purposes of determining eligibility for

participation means employment by the Employers for at least 1,000 Hours of

Service in a year (a period of twelve (12) consecutive calendar months). The

computation of the twelve (12) month period is to be made with reference to the

date of commencement of employment, except that the computation shall be made

with reference to the first day of any Plan Year in the case of an Employee who

does not complete 1,000 Hours of Service during the first twelve (12) months of

his employment. "Year of Service" for purposes of determining vesting means a

Plan Year during which an Employee has completed 1,000 Hours of Service. In any

vesting computation period overlapping a Participant's first year of employment,

credit shall be given for a Year of Service for vesting purposes if, for

participation purposes, such Participant completes a Year of Service based on

his employment year. Service of any Employee who is a leased Employee to any

Employer aggregated under IRC Section 414(b), (c) or (m) shall be credited for

vesting purposes whether or not such individual is eligible to participate in

the Plan.

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ARTICLE 3

NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITIES

Section 3.1 Named Fiduciaries.

The following persons shall be "Named Fiduciaries" under the Plan and Trust

Agreement, and shall be the only Named Fiduciaries thereunder.

(a) Named Fiduciaries with Respect to Control or Management of Assets:

(1) The Trustees.

The Trustees shall have exclusive authority and discretion to manage

and control the Trust Fund, as provided in the Trust Agreement, and shall have

no other responsibilities other than those provided in in the Trust Agreement.

(2) The Employers, as Plan Sponsors.

The Employers shall be responsible for all functions assigned or

reserved to them under the Plan and the Trust Agreement, including the right to

remove or replace the Trustees. Any authority assigned or reserved to the

Employers under the Plan and the Trust Agreement, other than responsibilities

assigned to the Administrative Committee, shall be exercised by resolution of

the Employers' Boards of Directors, and shall become effective, with respect to

the Trustees, upon written notice to the Trustees signed by the Chairman,

President, Treasurer or Secretary of the Employers advising the Trustees of such

exercise.

(b) Other Named Fiduciaries.

(1) The Administrative Committee.

The Administrative Committee of the Plan serves as the "Plan

Administrator" and is the committee appointed by the Employers as provided in

Section 14.1.

Section 3.2 Allocation of Responsibilities, Powers and Duties Among Named

Fiduciaries.

(a) Trustees.

The Trustees shall have exclusive responsibility for the control

and management of the assets of the Fund, as provided in the Trust Agreement.

(b) Administrative Committee.

The Administrative Committee shall have the responsibility and

authority to control the operation and administration of the Plan in accordance

with the terms of the Plan and the Trust Agreement, including, without limiting

the generality of the foregoing, (1) All functions assigned to the

Administrative Committee under the terms of the Plan and the Trust Agreement;

(2) Hiring of persons to provide necessary services to the Plan; (3) Issuance of

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directions to the Trustees to pay any fees, taxes, charges or other costs

incidental to the operation and management by the Administrative Committee; (4)

The preparation and filing of all reports required to be filed by the Plan with

any agency of government; (5) Compliance with all disclosure requirements

imposed by state or federal laws; and (6) Maintenance of all records of the Plan

other than those required to be maintained by the Trustees.

The Employers shall have the authority and responsibility for (1) The

design of the Plan, including the right to amend the Plan; (2) The qualification

under applicable law of the Plan, any amendments to the Plan, and any document

relating to the Plan; (3) The funding of the Plan; (4) The designation of all

Named Fiduciaries as provided in the Plan and the Trust Agreement; and (5) The

exercise of all fiduciary functions provided in the Plan or in the Trust

Agreement or necessary to the operation of the Plan except such functions as are

assigned to other Named Fiduciaries pursuant to the Plan or the Trust Agreement.

Section 3.3 No Joint Fiduciary Responsibility.

This Article is intended to allocate to each Named Fiduciary the

individual responsibility for the prudent execution of the functions assigned to

him, and none of such responsibilities or any other responsibility shall be

shared by two or more of such Named Fiduciaries unless such sharing shall be

provided by specific provision of the Plan or the Trust Agreement. Whenever one

Named Fiduciary is required by the Plan or the Trust Agreement to follow the

directions of another Named Fiduciary, the two Named Fiduciaries shall not be

deemed to have been assigned a shared responsibility, but the responsibility of

a Named Fiduciary giving the directions shall be deemed his sole responsibility,

and the responsibility of the Named Fiduciary receiving those directions shall

be to follow them insofar as such instructions are on their face proper under

applicable law.

Section 3.4 Delegation of Responsibility and Employment of Advisors.

A Named Fiduciary may employ one or more persons to render advice

concerning any responsibilities such Named Fiduciary has under the Plan or the

Trust Agreement. A Named Fiduciary (other than the Trustees with respect to the

control of the assets of the Plan) shall have the power to delegate specific

fiduciary responsibilities. Such delegations may be to officers or employees of

the Employers or to other individuals, all of whom shall serve at the pleasure

of the Named Fiduciary, and, if full-time employees of the Employers, without

compensation. Any such person may resign by delivering a written resignation to

the Named Fiduciary. Vacancies created by resignation, death or other cause may

be filled by the Named Fiduciary or the assigned responsibilities may be

reassumed or redelegated by the Named Fiduciary.

Section 3.5 Establishment of Funding Procedures.

The Employers shall be charged with the responsibility for the

development of a policy for the funding of the Plan that is consistent with the

purposes of the Plan and the requirements of the IRC and ERISA.

<PAGE>

Section 3.6 Payment of Expenses.

If not borne or paid by the Plan, the Employers may pay all expenses of

administering the Plan. Such expenses shall include any expenses incident to the

functioning of those to whom the Employers or any other Named Fiduciary has

delegated fiduciary duties, including, but not limited to, the payment of

accounting, consulting and legal fees, investment expenses and the cost of

administering the Plan.

Section 3.7 Indemnification for Liability.

The Employers shall indemnify those to whom the Employers or any other

Named Fiduciary has delegated fiduciary duties against any and all claims,

losses, damages, expenses and liabilities arising from their responsibilities in

connection with the Plan, unless the same is determined to be due to gross

negligence or willful misconduct.

<PAGE>

ARTICLE 4

ELIGIBILITY AND PARTICIPATION

Section 4.1 Eligible Employee.

Any Employee other than a Casual Laborer who has completed one (1) Year

of Service with the Employers and who has attained twenty-one (21) years of age

shall be eligible to participate in the Plan no later than the next succeeding

November 1 or May 1.

Any present Employee who was a participant in the former Profit Sharing

Plan shall by virtue thereof be eligible to participate in this Plan as a

continuation, by conversion, thereof and all his right, title and interest in

such former Profit Sharing Plan shall be preserved herein.

Any present Employee who was a participant in the former General

Employees' Profit Sharing - Retirement Trust Agreement of Sanderson Farms, Inc.

and Affiliates shall by virtue thereof be eligible to participate in this Plan

as a continuation, by merger or consolidation, thereof and all his right, title

and interest in such former plan shall be preserved herein.

Any Employees who are included in a unit of Employees covered by an

agreement which the Secretary of Labor finds to be a collective bargaining

agreement between Employee representatives and one or more of the Employers

shall be excluded from participation in this Plan if there is evidence that

retirement benefits were the subject of good faith bargaining between such

Employee representatives and such one or more of the Employers, unless one or

more of the Employers agrees to cover the Employees who comprise the collective

bargaining unit.

Any present Employee who is eligible on the effective date shall become

a Participant as of the effective date. Any present Employee who is ineligible,

and any future Employee, shall become eligible upon fulfilling the requirements

of Section 4.1 no later than the dates specified therein.

Section 4.2 Participation.

Every Participant shall remain a Participant until his employment has

terminated. In the event that the employment of a Participant terminates and

such Participant is subsequently re-employed by the Employers, he shall become a

Participant in the Plan on the date of his re-employment and all prior Years of

Service for all purposes of the Plan shall be reinstated except as provided

under Section 9.7.

Section 4.3 Notification of Participation.

The Employers shall notify each Eligible Employee of his participation

in the Plan no later than the expiration of ninety (90) days following his first

Plan Year of participation.

<PAGE>

ARTICLE 5

CONTRIBUTIONS

Section 5.1 By Employers.

All contributions under the Plan shall be made by the Employers,

pursuant to Section 5.2 of the Plan, and no contributions shall be required or

permitted of any Employee.

Section 5.2 Amount of Contribution.

Subject to the provisions of ARTICLE 17 in regard to amendment and

termination of the Plan and in regard to the liability of the Employers under

the Plan, the Employers shall contribute to the Trust Fund for each fiscal year

ending October 31 an amount, if any, determined on or before the last day of

each taxable year by their Boards of Directors. The determination to make a

contribution in any Plan Year shall rest solely with, and be in the discretion

of, the Board of Directors of the Employers. In no event, however, shall any

such contribution for any year together with any other contribution to a

qualified defined contribution plan for common participants exceed the maximum

amount deductible from the Employers' income for such year under IRC Sections

404(a)(3)(A), 404(a)(7) or 404(j) or any statute of similar import.

Contributions may be made in cash or in Qualifying Employers' Securities

(whether voting or nonvoting). Neither the Trustees nor the Administrative

Committee nor any other person shall be under any duty to inquire into the

correctness of the amount contributed and paid over to the Trustees hereunder,

nor shall the Trustees or the Administrative Committee or any other person be

under any duty to enforce the payment of the contributions to be made hereunder

by the Employers. See ARTICLE 11 for contributions as related to loans.

Section 5.3 Time and Method of Contribution.

The amount of the Employers' contributions for each year, if any, shall

be paid to the order of the Trustees, either in a single payment or in

installments, and either in cash or in Qualifying Employers' Securities valued

at the fair market value thereof at the time of the contribution, in the manner

provided in ARTICLE 10 hereof, and within such period as is provided for in IRC

Section 404(a)(6) or any other statute of similar import, or any rule or

regulation thereunder.

Section 5.4 Limitation on Allocations and Contributions.

(a) If the Participant does not participate in, and has never

participated in another qualified plan maintained by the Employers, then the

amount of Annual Additions which may be credited to the Participant's account

for any Limitation Year will not exceed the lesser of the Maximum Permissible

Amount or any other limitation contained in this Plan. If the Employer's

contribution that would otherwise be contributed or allocated to the

Participant's account would cause the Annual Additions for the Limitation Year

to exceed the Maximum Permissible Amount, then the amount contributed or

allocated will be reduced so that the Annual Additions for the Limitation Year

will equal the Maximum Permissible Amount.

<PAGE>

(b) Prior to determining the Participant's actual compensation for the

Limitation Year, the Employers may determine the Maximum Permissible Amount for

a Participant on the basis of a reasonable estimation of the Participant's

compensation for the Limitation Year, uniformly determined for all Participants

similarly situated.

Limitation Year, the Maximum Permissible Amount for the Limitation Year will be

determined on the basis of the Participant's actual compensation for the

Limitation Year.

(d) If there is an Excess Amount the excess will be disposed of as

follows:

(1) Any nondeductible Voluntary Employee Contributions, to the

extent they would reduce the Excess Amount, will be returned to the

Participant;

(2) If after the application of paragraph (1) an Excess Amount still

exists, and the Participant is covered by the Plan at the end of the

Limitation Year, then the Excess Amount in the Participant's account will be

used to reduce the Employer's contributions (including any allocation of

forfeitures) for such Participant in the next Limitation Year, and each

succeeding Limitation Year if necessary;

(3) If after the application of paragraph (1) an Excess Amount still

exists, and the Participant is not covered by the Plan at the end of the

Limitation Year, then the Excess Amount will be held unallocated in a

Suspense Account. The Suspense Account will be applied to reduce future

Employer contributions (including allocation of any forfeitures) for all

remaining Participants in the next Limitation Year, and each succeeding

Limitation Year if necessary;

(4) If a Suspense Account is in existence at any time during the

Limitation Year pursuant to this section, then such Suspense Account will not

participate in the allocation of the Trust's investment gains and losses.

(e) This subsection applies if, in addition to this Plan, the

Participant is covered under another qualified defined contribution plan

maintained by the Employers during any Limitation Year. The Annual Additions

which may be credited to a Participant's account under this Plan for any such

Limitation Year will not exceed the Maximum Permissible Amount reduced by the

Annual Additions credited to a Participant's account under the other plans for

the same Limitation Year. If the Annual Additions with respect to the

Participant under other defined contribution plans maintained by the Employers

are less than the Maximum Permissible Amount and the Employer contribution that

would otherwise be contributed or allocated to the Participant's account under

this Plan would cause the Annual Additions for the Limitation Year to exceed

this limitation, then the amount contributed or allocated will be reduced so

that the Annual Additions under all such plans for the Limitation Year will

equal the Maximum Permissible Amount. If the Annual Additions with respect to

the Participant under such other defined contribution plans in the aggregate are

equal to or greater than the Maximum Permissible Amount, then no amount will be

contributed or allocated to the Participant's account under this Plan for the

Limitation Year.

<PAGE>

(f) If a Participant's Annual Additions under this Plan and such other

plans would result in an Excess Amount for a Limitation Year, then the Excess

Amount will be deemed to consist of the Annual Additions last allocated.

(g) If an Excess Amount was allocated to a Participant on an allocation

date of this Plan which coincides with an allocation date of another plan, then

the Excess Amount attributed to this Plan will be the product of,

(1) the total Excess Amount allocated as of such date, times

(2) the ratio of (i) the Annual Additions allocated to the

Participant for the Limitation Year as of such date under this Plan to

(ii) the total Annual Additions allocated to the Participant for the

Limitation Year as of such date under this and all the other qualified

defined contribution plans.

(h) Any Excess Amount attributed to this Plan will be disposed of in

the manner described in subsection(d).

(i) If no more than one-third (1/3) of the Employer contributions to

the Plan for a year which are deductible under IRC section 401(a)(9) are

allocated to highly compensated Employees, the limitations imposed by IRC

Section 415 shall not apply to -

(1) Forfeitures of Qualifying Employers' Securities under the Plan

if such securities were acquired with fee proceeds of an exempt loan as

described in ARTICLE 11, or

(2) Employer contributions to the Plan which are deductible under

IRC Section 404(a)(9)(B) pertaining to the deduction of Employer

contributions to the Plan which are applied to the repayment of interest

on an exempt loan, and charged against the Participant's accounts.

(j) No portion of the assets of the Plan attributable to (or allocable

in lieu of) Qualifying Employers' Securities acquired by the Plan in a sale to

which IRC section 1042 applies may accrue (or be allocated directly or

indirectly under any plan of the Employers meeting the requirements of IRC

Section 401 (a)) during the nonallocation period (as defined in IRC section

409(n)(3)(C)), for the benefit of any taxpayer who makes an election under IRC

Section 1042(a) with respect to Qualifying Employers' Securities, any individual

who is related to the taxpayer or the decedent (within the meaning of IRC

Section 267(b)), or for the benefit of any other person who owns (after

application of IRC section 318(a) applied without regard to the Employee trust

exception) more than twenty-five (25) percent of any class of outstanding stock

of the Employers which issued such Qualifying Employers' Securities or of any

corporation which is a member of the same controlled group of corporations

(within the meaning of IRC Section 409(1)(4)) as such Employers, or the total

value of any class of outstanding stock of any such Employers or corporation.

<PAGE>

ARTICLE 6

ACCOUNTS ALLOCATION OF BENEFITS AND ACCOUNTING

Section 6.1 Membership of Participants.

At the time of the first annual contribution by the Employers to the

Trust, the Administrative Committee shall prepare and deliver to the Trustee in

charge of the records a list of all the Employees eligible to participate herein

and the Employers shall certify to such Trustee the total amount of compensation

paid by the Employers to each such Employee with respect to the fiscal year of

Employers to which such contribution is applicable. From time to time

thereafter, as the need shall arise, the Employers shall notify the Trustee in

charge of the records in writing of all changes in the membership of the

Eligible Employees and of the total compensation of such Eligible Employees for

each fiscal year with respect to which a contribution made by the Employers.

Section 6.2 Participants' Accounts.

The Trustee in charge of the records shall open a separate bookkeeping

account in the name of each Participant and shall credit to each such account

that portion of each contribution of the Employers to the Trust to which such

Participant shall be entitled.

Section 6.3 Allocation of Contributions.

The Trustee in charge of the records shall allocate to the account of

each Participant employed as of the end of any Fiscal Year of the Plan the

proportion of any cash contribution and the proportion of any contribution of

Qualifying Employers' Securities made for a particular year that such

Participant's Compensation for that year bears to the aggregate Compensation of

all Participants during the same year, subject to the limitation heretofore

provided in Section 5.4.

Section 6.4 Investment of Cash.

Any cash received by the Trustees for the account of any Participant or

credited to the account of any Participant shall be invested primarily in

Qualifying Employers' Securities when possible and prudent. Pending such

investment of cash in securities, however, the Trustees may retain cash

uninvested without liability for interest, or may invest all or any part thereof

in suitable investments and securities.

Section 6.5 Income, Losses and Expenses.

As of each Accounting Date (the close of the fiscal year of the Plan

and Trust), Participants' accounts shall be credited with their share of income

and charged with their share of losses or interest expense, if any, in

proportion to the total of the accounts at the beginning of the year, less any

distributions made during the year. All dividends, income, and other property

received by the Trustees applicable to a Participant's account shall be credited

to that account. To the extent practicable, possible and prudent, property

(other than Qualifying Employers'

<PAGE>

Securities) in a Participant's account shall be converted by the Trustees into

cash and invested primarily in Qualifying Employers' Securities.

There shall be allowed as a deduction for a taxable year the amount of

any applicable dividend paid in cash by the Employers during the taxable year

with respect to applicable Qualifying Employers' Securities. Such deduction

shall be in addition to the deductions allowed under IRC Section 404(a). The

term "applicable dividend" means any dividend which, in accordance with the Plan

provisions -

(a) is paid in cash to the Participants in the Plan or their

beneficiaries;

(b) is paid to the Plan and is distributed in cash to Participants in

the Plan or their beneficiaries not later than ninety (90) days after the close

of the Plan Year in which paid; or

11, the proceeds of which were used to acquire Qualifying Employers' Securities

(whether or not allocated to Participants) with respect to which the dividend is

paid.

A dividend described in (c) above which is paid with respect to any

Qualifying Employers' Security which is allocated to a Participant shall not be

treated as an applicable dividend unless the Plan provides that Qualifying

Employers' Securities with a fair market value of not less than the amount of

such dividend are allocated to such Participant for the year in which (but for

this subparagraph) such dividend would have been allocated to such Participant.

Section 6.6 Voting of Shares.

Shares of Qualifying Employers' Securities held by the Trustees,

wherever credited, shall be voted by the Trustees at the direction of the

Administrative Committee. If the Qualifying Employers' Securities held by the

Trustees are a registration-type class of securities, then each Participant or

beneficiary in the Plan shall be entitled to direct the Plan as to the manner in

which securities of the Employers which are entitled to vote and are allocated

to the account of such Participant or beneficiary are to be voted. If the

Qualifying Employers' Securities held by the Trustees are not registration-type

class of securities, then each Participant in the Plan shall be entitled to

direct the Plan as to the manner in which voting rights under Employers'

securities which are allocated to the account of such Participant are to be

exercised with respect to a corporate matter which (by law or charter) must be

decided by more than a majority vote of outstanding common shares voted.

Section 6.7 General Accounts.

The Trustees, if desired and practicable, may maintain general

accounts, designated, for example, as "Unallocated Cash Account", "Unallocated

Stock Account" and, if appropriate, an "Investment Account".

Cash accounts shall be kept in dollars and cents. Stock accounts shall

be kept in number of whole shares of Qualifying Employers' Securities, and shall

also show the share price. Participants' accounts shall be kept in a combination

of the two and shall show allocated

<PAGE>

interests in the Investment Account, if any. Allocations to the several accounts

shall be made once a year as of the Accounting Date. The Unallocated Cash

Account and Unallocated Stock Account, if maintained, will record day-to-day

cash and stock transactions of the Trust which are not allocable to

Participants' accounts as of the day of the transactions. Participants' accounts

will maintain a record of allocated Participants' interests in the Plan.

At any Accounting Date when there is a loan outstanding to the Trust,

or when there is no loan outstanding, all cash received by the Trustees may

initially be credited to the Unallocated Cash Account, and all Qualifying

Employers' Securities acquired by the Trustees may initially be credited to the

Unallocated Stock Account, if both general accounts are maintained. As of each

Accounting Date, Employers' contributions and forfeitures for the year, cash

dividends received on Qualifying Employers' Securities, if any, the interest

paid or payable during the year if any part of a loan is outstanding, and the

shares of Qualifying Employers' Securities released from the Unallocated Stock

Account, if maintained, shall be allocated among Participants' accounts in the

following manner:

(a) Dividends on shares of Qualifying Employers' Securities allocated

to Participants' stock accounts at the beginning of the year shall be credited

to each Participant's account.

(b) any forfeitures of Qualifying Employers' Securities and any cash

forfeitures which have matured during the year shall be allocated to

Participant' accounts in the manner set forth in Section 6.3.

Unallocated Stock Account, any interest received and any other items of income

shall be allocated to Participants' accounts in the same ratio that the balances

in each Participant's separate account or accounts bear to the aggregate

accounts of all Participants at the beginning of such fiscal year, less

distributions, if any, made in such year.

(d) Each Participant's share of the Employers' contributions (in

whatever form) shall be credited to Participants' accounts in the manner set

forth in Section 6.3.

(e) Shares of Qualifying Employers' Securities released from the

Unallocated Stock Account, if maintained, equaling the balance of Participants'

cash accounts divided by the share price shall be allocated to Participants'

stock accounts. Additions to the Investment Account, if maintained, and

Investment Account Income, if any, shall be computed on each Accounting Date and

each Participant's account shall be credited with his share of additions to the

Investment Account or Investment Account Income in the same ratio that the

balances in each Participant's separate account or accounts bear to the

aggregate accounts of all Participants at the beginning of such fiscal year and

shall be based upon the amounts of such accounts at the beginning of such fiscal

year, less distributions, if any, made in such year. Investment Account Income

is the net increase or decrease during the year attributable to its income and

expenses, gains and losses whether or not realized in the Investment Account.

<PAGE>

Section 6.8 Annual Statements.

On or before the expiration of four (4) calendar months after each

annual Accounting Date, or as soon as administratively feasible thereafter, the

Administrative Committee shall upon information furnished by the Trustees, or

the Trustees shall upon direction of the Administrative Committee, make annual

reports to each Participant as of the Accounting Date, and the Accounting Date

immediately preceding showing the balances in all of each Participant's account

or accounts.

<PAGE>

ARTICLE 7

THE TRUST FUND

Section 7.1 Investments.

The Trustees shall use available cash and are authorized to borrow

money to buy Qualifying Employers' Securities from whatever source is available,

when prudent, including newly issued stock of the Employers.

If no established market for any Qualifying Employers' Securities

exists, then the Trustees shall make purchases only upon obtaining independent

valuations, as provided in ARTICLE 10, of said Securities and shall make

purchases only at independently valued purchase prices together with reasonable

acquisition charges, if any, as may be necessary.

If no Qualifying Employers' Securities are available for purchase, then

the Trustees shall make other investments as provided in Section 6.4.

Section 7.2 Stock Dividends, Splits, Options.

Any share of Qualifying Employers' Securities received by the Trustees

as a stock dividend or stock split or as a result of a reorganization or

recapitalization of the Employers shall be allocated as of each Accounting Date

in the same manner as the Securities to which it is attributable are then

allocated. Any rights, warrants or options that are issued on Qualifying

Employers' Securities held by the Trustees shall be exercised by the Trustees

for the acquisition when prudent of additional shares of Qualifying Employers'

Securities to the extent cash is then available. Securities acquired through the

exercise of any such right, warrant or option shall be treated in the same

fashion as securities purchased by the Trustees for the net price paid. Rights,

warrants or options on Qualifying Employers' Securities not exercised may be

sold by the Trustees and the proceeds treated as a current cash dividend

received on Qualifying Employers' Securities.

<PAGE>

ARTICLE 8

VESTING

Section 8.1 General.

A percentage of the amount credited to a Participant's account shall

become vested and nonforfeitable on the basis of his completed Years of Service

with the Employers according to the following schedule:

<TABLE>

Completed

Years of Service Vested Percentage

---------------- ----

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