SANDERSON FARMS, INC. AND AFFILIATES
EMPLOYEE STOCK OWNERSHIP PLAN
(As Amended and Restated Effective August 1, 2006)
WHEREAS , Sanderson Farms Inc. (the “Corporation”) maintains the Sanderson Farms, Inc. and Affiliates
Employee Stock Ownership Plan, as amended and restated effective August 1, 2006 (the “Plan”) for the benefit
of the employees of the Corporation and its participating affiliates;
WHEREAS , Section 12.1 of the Plan provides that the Corporation, through action of its Board of Directors,
may amend the Plan at any time; and
WHEREAS , the Corporation desires to amend the Plan to reflect the Pension Protection Act of 2006 and the
Heroes Earnings Assistance and Relief Tax Act of 2008, and to make certain technical and clarifying changes.
NOW THEREFORE BE IT RESOLVED , that, effective August 1, 2006, Section 7.2(a) of the Plan shall be
amended by inserting the phrase “made in one lump sum payment” between the phrases “shall be” and “in the
AND BE IT FURTHER RESOLVED , that, effective January 1, 2007, the Plan shall be amended as follows:
Restate the heading of Section 2.35 in its entirety as “ Total and Permanent Disability” or “Totally and
Permanently Disabled ”.
Restate Article 14 in its entirety as follows:
Section 14.1 Veterans’ Rights . Notwithstanding any provision of the Plan to the contrary,
contributions, benefits and service credit with respect to Qualified Military Service shall be provided
in accordance with Section 414(u) of the Code.
Section 14.2 Death or Disability During Qualified Military Service .
(a) In the case of a Participant who dies after December 31, 2006, while
performing Qualified Military Service with respect to the Employer, the survivors of the Participant
shall be entitled to any additional benefits (other than benefit accruals relating to the period of
Qualified Military Service, except as provided under (b) bel