EXHIBIT 4.8

             SANDERSON FARMS, INC. AND AFFILIATES STOCK OPTION PLAN
                 (Amended and Restated as of February 28, 2002)


                               ARTICLE I - GENERAL

1.01 ESTABLISHMENT AND PURPOSE.

         (a) ESTABLISHMENT. The Sanderson Farms, Inc. and Affiliates Stock
Option Plan (the "Plan") was originally approved by a majority vote of the
stockholders of Sanderson Farms, Inc. (the "Company") on February 25, 1993 and
was originally adopted by the Board of Directors of the Company on February 25,
1993. The Plan was subsequently amended by the Board of Directors of the Company
on October 24, 1996, on April 24, 1997, on July 24, 1997 and on April 20, 2000
and is hereby further amended and restated in its entirety effective upon
approval by the stockholders of the Company at its next annual stockholders
meeting on February 28, 2002 and adoption by the Board of Directors at its
meeting following the annual stockholders meeting.

         (b) PURPOSE. The purposes of this Plan are to: (1) closely associate
the interests of the management of Sanderson Farms, Inc. and its affiliates and
subsidiaries (collectively referred to as the "Company") with the stockholders
by reinforcing the relationship between participants' rewards and stockholder
gains; (2) provide management with an equity ownership in the Company
commensurate with Company performance, as reflected in increased stockholder
value; (3) maintain competitive compensation levels; and (4) provide an
incentive to management for continuous employment with the Company.

1.02 ADMINISTRATION.

         (a) The Plan shall be administered by the Board of Directors of
Sanderson Farms, Inc. (the "Board").

         (b) The Board shall have the authority, in its sole discretion and from
time to time to:

                  (i) designate the employees or classes of employees eligible
         to participate in the Plan;

                  (ii) grant awards provided in the Plan in such form and amount
         as the Board shall determine;

                  (iii) impose such limitations, restrictions and conditions
         upon any such award as the Board shall deem appropriate; and

                  (iv) interpret the Plan, adopt, amend and rescind rules and
         regulations relating to the Plan, and make all other determinations and
         take all other action necessary or advisable for the implementation and
         administration of the Plan.

         (c) Decisions and determinations of the Board on all matters relating
to the Plan shall be in its sole discretion and shall be conclusive. No member
of the Board shall be liable for any action taken or decision made in good faith
relating to the Plan or any award thereunder.

         (d) As to any particular employee or employees or class or classes
thereof and/or any particular grant award or awards, the Board may by resolution
identifying such employee(s) or class(es) and such award(s) delegate some or all
of its authority under the Plan to a committee of the Board that is composed
solely of two or more "Non-Employee Directors" (as such term is defined in Rule
16b-3(b)(3)(i) under the Securities Exchange Act of 1934), and with respect to
any such delegated authority all references herein to the Board shall mean such
committee of the Board.





1.03 ELIGIBILITY FOR PARTICIPATION.

         Participants in the Plan shall be selected by the Board from the
executive officers and other key employees of the Company who occupy responsible
managerial and professional positions and who have the capability of making
substantial contributions to the success of the Company. In making this
selection and in determining the form and amount of awards, the Board shall
consider any factors deemed relevant, including the individual's functions,
responsibilities, value of services to the Company and past and potential
contributions to the Company's profitability and sound growth.

1.04 TYPES OF AWARDS UNDER PLAN.

         Awards under the Plan may be in the form of any one or more of the
following:

         (a) Nonstatutory Stock Options, as described in Article II;

         (b) Incentive Stock Options, as described in Article III; and/or

         (c) Alternate Stock Appreciation Rights, as described in Article IV.

1.05. AGGREGATE LIMITATION ON AWARDS.

         (a) Shares of stock which may be issued under the Plan shall be
authorized and unissued shares of Common Stock, par value $1.00 per share, of
Sanderson Farms, Inc. ("Common Stock"). The maximum number of shares of Common
Stock which may be issued under the Plan shall be 1,500,000 shares (which amount
reflects all adjustments through February 28, 2002, but which amount is subject
to further adjustment as provided elsewhere in this Plan). Pursuant to the
February 28, 2002 amendments to the Plan, the number of authorized shares has
increased from 750,000 shares to 1,500,000 shares.

         (b) For purposes of calculating the maximum number of shares of Common
Stock which may be issued under the Plan:

                  (i) all the shares issued (including the shares, if any,
         withheld for tax withholding requirements) shall be counted when cash
         is used as full payment for shares issued upon exercise of a
         Nonstatutory Stock Option or an Incentive Stock Option;

                  (ii) only the shares issued (including the shares, if any,
         withheld for tax withholding requirements) as a result of exercise of a
         Stock Appreciation Right shall be counted; and

                  (iii) only the net shares issued (including the shares, if
         any, withheld for tax withholding requirements) shall be counted when
         shares of Common Stock are used as full or partial payment for shares
         issued upon exercise of a Nonstatutory Stock Option or Incentive Stock
         Option.

         (c) Shares tendered by a participant as payment for shares issued upon
exercise of a Nonstatutory Stock Option or an Incentive Stock Option shall be
available for subsequent issuance under the Plan if the shares tendered were
acquired by earlier exercise of an option. Any shares of Common Stock subject to
a Nonstatutory Stock Option or an Incentive Stock Option which for any reason is
terminated, unexercised or expires shall again be available for issuance under
the Plan.



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1.06. EFFECTIVE DATE, PLAN YEAR AND TERM OF PLAN.

         (a) The Plan as amended and restated shall become effective on the date
approved by the holders of a majority of the shares of Common Stock present in
person or by proxy and entitled to vote at the 2002 Annual Meeting of
Stockholders of Sanderson Farms, Inc., and adopted by a majority of the Board of
Directors at the Meeting of the Board of Directors of Sanderson Farms, Inc.
immediately following the 2002 Annual Meeting of Stockholders.

         (b) The Plan Year of the Plan shall be a calendar year.

         (c) No awards shall be made under the Plan later than ten years after
stockholder approval at the 2002 Annual Meeting of Stockholders, provided,
however, that the Plan and all awards made under the Plan prior to such date
shall remain in effect until such awards have been satisfied or terminated in
accordance with the Plan and the terms of such awards.

                     ARTICLE II - NONSTATUTORY STOCK OPTIONS

2.01. AWARD OF NONSTATUTORY STOCK OPTIONS.

         The Board may from time to time, and subject to the provisions of the
Plan and such other terms and conditions as the Board may prescribe, grant to
any participant in the Plan one or more nonstatutory stock options to purchase
for cash, or to exchange previously owned Common Stock for, the number of shares
of Common Stock ("Nonstatutory Stock Options") as specified by the Board. The
date a Nonstatutory Stock Option is granted shall mean the date selected by the
Board as of which the Board awards a specific number of shares to a participant
pursuant to the Plan.

2.02. NONSTATUTORY STOCK OPTION AGREEMENT.

         The grant of a Nonstatutory Stock Option shall be evidenced by a
written Nonstatutory Stock Option Agreement, executed by the Company and the
holder of a Nonstatutory Stock Option (the "optionee"), stating the number of
shares of Common Stock subject to the Nonstatutory Stock Option evidenced
thereby, and in such form as the Board may from time to time determine.

2.03. NONSTATUTORY STOCK OPTION PRICE.

         The option price per share of Common Stock deliverable upon the
exercise of a Nonstatutory Stock Option shall be at or below the fair market
value of a share of Common Stock on the date the Nonstatutory Stock Option is
granted.

2.04. TERM AND EXERCISE.

         Each Nonstatutory Stock Option may be exercised during a period
beginning one year after the date of grant thereof and ending on a date, to be
determined by the Board on or before the date of grant, that is not more than
ten years after the date of grant thereof (the "option term"). Unless a shorter
period is provided by the Board, each Nonstatutory Stock Option shall be
exercised in accordance with this section 2.04. During the first year of the
option term, no more than 25% of the initial total number of shares covered by
the Nonstatutory Stock Option may be exercised and purchased by the optionee.
During the second year of the option term, no more than 50% of the initial total
number of shares covered by the Nonstatutory Stock Option may be exercised and
purchased by the optionee, such percentage to include the percentage, by number
of shares, purchased in the previous year of the option term. During the third
year of the option term, no more than 75% of the initial total number of shares
covered by the Nonstatutory Stock Option may be exercised and purchased by the
optionee, such percentage to include the percentages, by number of shares,
previously purchased in earlier years of the option term on a cumulative basis.



                                       3


During the fourth year and any succeeding year of the option term, 100% of the
initial total number of shares covered by the Nonstatutory Stock Option may be
exercised and purchased by the optionee, such percentage to include the
percentages, by number of shares, previously purchased in earlier years of the
option term on a cumulative basis. No fractional shares shall be issued as a
result of the exercise of a Nonstatutory Stock Option. No Nonstatutory Stock
Option shall be exercisable after the expiration of its option term.

2.05. MANNER OF PAYMENT.

         Each Nonstatutory Stock Option Agreement shall set forth the procedure
governing the exercise of the Nonstatutory Stock Option granted thereunder, and
shall provide that, upon such exercise in respect of any shares of Common Stock
subject thereto, the optionee shall pay to the Company, in full, the option
price for such shares with cash or with previously owned Common Stock.

2.06. TERMINATION OF NONSTATUTORY STOCK OPTION.

         (a) Except as provided in Section 2.06(b) and 2.06(c), or except as
otherwise determined by the Board, all Nonstatutory Stock Options, to the extent
not previously exercised, shall terminate upon the termination of the optionee's
employment or the appointment or transfer of the optionee to a position within
the Company that does not qualify for participation in the Plan under Section
1.03.

         (b) Upon termination of the optionee's employment by reason of death of
the optionee, a Nonstatutory Stock Option may be exercised, but only to the
extent exercisable on the date of such death, within one (1) year from and after
the date of the optionee's death. A Nonstatutory Stock Option may be exercised
by the executor or administrator of the deceased optionee's estate or by a
person receiving the Nonstatutory Stock Option by will or under the laws of
descent and distribution of the state in which the optionee resided.

         (c) Upon termination of the optionee's employment by reason of
retirement or disability (as defined by the Board), a Nonstatutory Stock Option
may be exercised, but only to the extent exercisable on the date of such
retirement or disability, within three (3) months from and after the date of
such termination of the optionee's employment.

         (d) A transfer of the optionee's employment from one affiliate to
another of the Company shall not be deemed to be a termination of the optionee's
employment.

         (e) Notwithstanding any other provisions set forth herein or in the
Nonstatutory Stock Option Agreement, if the optionee shall (i) commit any act of
malfeasance or wrongdoing affecting the Company, (ii) breach any covenant not to
compete or employment contract with the Company, or (iii) engage in conduct that
would warrant the optionee's discharge for cause (excluding general
dissatisfaction with the performance of the optionee's duties, but including any
act of disloyalty or any conduct clearly tending to bring discredit upon the
Company), then any unexercised portion of a Nonstatutory Stock Option shall
immediately terminate and be void.

         (f) Notwithstanding any other provisions set forth herein or in the
Nonstatutory Stock Option Agreement, if during the period that the optionee is
employed by the Company or during the two year period following the optionee's
voluntary termination of employment or his termination by the Company for cause
(excluding general dissatisfaction with the performance of the optionee's
duties, but including any act of disloyalty or any conduct clearly tending to
bring discredit upon the Company) the optionee shall, without the prior written
consent of the Board, directly or indirectly, as employee, agent, consultant,
stockholder, director, co-partner or in any other individual or representative
capacity, own, operate, manage, control, engage in, invest in or participate in
any manner in, act as a consultant or advisor to, render services for, or
otherwise assist any person or entity that directly or indirectly engages in,
the business of producing, marketing, distributing or selling poultry products
anywhere that the



                                       4


Company is then doing business (such activities being hereinafter referred to as
"Competition"), then: (i) any unexercised portion of the Nonstatutory Stock
Option shall immediately terminate and be void; and (ii) the optionee shall be
required upon thirty (30) days' written notice from the Company, to return to
the Company in immediately available funds the difference between the exercise
price and the fair market value on the date of exercise of the exercised portion
of the Nonstatutory Stock Option. The provisions of this Section 2.06(f) shall
not apply, however, to the passive investment by the optionee in publicly traded
common equity of any entity that is engaged in the business of producing
marketing, distributing or selling poultry products so long as such investment
does not exceed two percent of the outstanding common equity of such entity.

         The determination of whether the optionee has voluntarily terminated
his employment, has been terminated for cause or has engaged in Competition
shall be determined by the Board (or, if applicable, a committee thereof
appointed pursuant to Section 1.02(d) hereof) in good faith and in its sole
discretion, and any such determinations by such body shall be final and binding
on the optionee.

2.07. EFFECT OF EXERCISE.

         The exercise of any Nonstatutory Stock Option shall cancel a related
Stock Appreciation Right, if any, proportionate in amount to the number of
shares of Common Stock purchased pursuant to the exercise of said option.

                      ARTICLE III - INCENTIVE STOCK OPTIONS

3.01. AWARD OF INCENTIVE STOCK OPTIONS.

         The Board may, from time to time and subject to the provisions of the
Plan and such other terms and conditions as the Board may prescribe, grant to
any participant in the Plan one or more "incentive stock options" intended to
qualify as such under the provisions of Section 421 and 422 of the Internal
Revenue Code of 1986 ("Code"), as amended ("Incentive Stock Options"), to
purchase for cash, or to exchange previously owned Common Stock for, the number
of shares of Common Stock as specified by the Board. The date an Incentive Stock
Option is granted shall mean the date selected by the Board as of which the
Board awards a specific number of shares to a participant pursuant to the Plan.
Notwithstanding the foregoing, Incentive Stock Options shall not be granted to
any owner (taking into account the attribution rules of Section 424(d) of the
Code) of 10% or more of the total combined voting power of the Company or its
subsidiaries.

3.02. INCENTIVE STOCK OPTION AGREEMENT.

         The grant of an Incentive Stock Option shall be evidenced by a written
Incentive Stock Option Agreement, executed by the Company and the holder of an
Incentive Stock Option (the "optionee"), stating the number of shares of Common
Stock subject to the Incentive Stock Option evidenced thereby, and in such form
as the Board may from time to time determine.

3.03. INCENTIVE STOCK OPTION PRICE.

         The option price per share of Common Stock deliverable upon the
exercise of an Incentive Stock Option shall be 100% of the fair market value of
a share of Common Stock on the date the Incentive Stock Option is granted.

3.04. TERM AND EXERCISE.

         Each Incentive Stock Option may be exercised during a period beginning
one year after the date of grant thereof and ending on a date, to be determined
by the Board on or before the date of grant, that is not more than ten



                                       5


years after the date of grant thereof (the "option term"). Unless a shorter
period is provided by the Board, each Incentive Stock Option shall be exercised
in accordance with this section 3.04. During the first year of the option term,
no more than 25% of the initial total number of shares covered by the Incentive
Stock Option may be exercised and purchased by the optionee. During the second
year of the option term, no more than 50% of the initial total number of shares
covered by the Incentive Stock Option may be exercised and purchased by the
optionee, such percentage to include the percentage, by number of shares,
purchased in the previous year of the option term. During the third year of the
option term, no more than 75% of the initial total number of shares covered by
the Incentive Stock Option may be exercised and purchased by the optionee, such
percentage to include the percentages, by number of shares, previously purchased
in earlier years of the option term on a cumulative basis. During the fourth
year and any succeeding year of the option term, 100% of the initial total
number of shares covered by the Incentive Stock Option may be exercised and
purchased by the optionee, such percentage to include the percentages, by number
of shares, previously purchased in earlier years of the option term on a
cumulative basis. No fractional shares shall be issued as a result of the
exercise of an Incentive Stock Option. No Incentive Stock Option shall be
exercisable after the expiration of its option term. During the lifetime of the
recipient, an Incentive Stock Option is exercisable only by the recipient
thereof or by his guardian or legal representative.

3.05. MAXIMUM AMOUNT OF INCENTIVE STOCK OPTION GRANT.

         (a) The aggregate fair market value (determined on the date the option
is granted) of Common Stock subject to an Incentive Stock Option granted to an
optionee by the Board in any calendar year shall not exceed $100,000.

         (b) To the extent that the aggregate fair market value of Common Stock
(determined as of the time the option with respect to such Common Stock is
granted) with respect to which Incentive Stock Options are exercisable for the
first time by an optionee during any calendar year exceeds $100,000, such
options shall not be "incentive stock options" for federal income tax purposes.

3.06. TERMINATION OF INCENTIVE STOCK OPTION.

         (a) Except as provided in Sections 3.06(b), 3.06(c) and 3.06(d) of this
Agreement, all Incentive Stock Options, to the extent not previously exercised,
shall terminate immediately upon termination of the optionee's employment or the
appointment or transfer of the optionee to a position within the Company that
does not qualify for participation in the Plan under Section 1.03.

         (b) Upon termination of the optionee's employment by reason of death of
the optionee, an Incentive Stock Option may be exercised, but only to the extent
exercisable on the date of such death, within one (1) year from and after the
date of the optionee's death. An Incentive Stock Option may be exercised by the
executor or administrator of the deceased optionee's estate or by a person
receiving an Incentive Stock Option by will or under the laws of descent and
distribution of the state in which the optionee resided.

         (c) Upon termination of the optionee's employment by reason of
permanent and total disability as defined under Section 22(e)(3) of the Code, an
Incentive Stock Option may be exercised, but only to the extent exercisable on
the date of such permanent and total disability, within one (1) year from and
after the date of such termination of the optionee's employment.

         (d) Upon termination of the optionee's employment by reason of
retirement or disability, other than disability defined by Section 3.06(c), an
Incentive Stock Option may be exercised, but only to the extent exercisable on
the date of such retirement or disability, within three (3) months from and
after the date of such termination of the optionee's employment.



                                       6


         (e) A transfer of the optionee's employment from one affiliate to
another of the Company shall not be deemed to be a termination of the optionee's
employment.

         (f) Notwithstanding any other provisions set forth herein or in the
Incentive Stock Option Agreement, if the optionee shall (i) commit any act of
malfeasance or wrongdoing affecting the Company, (ii) breach any covenant not to
compete or employment contract with the Company, or (iii) engage in conduct that
would warrant the optionee's discharge for cause (excluding general
dissatisfaction with the performance of the optionee's duties, but including any
act of disloyalty or any conduct clearly tending to bring discredit upon the
Company), then any unexercised portion of an Incentive Stock Option shall
immediately terminate and be void.

         (g) Notwithstanding any other provisions set forth herein or in the
Incentive Stock Option Agreement, if during the period that the optionee is
employed by the Company or during the two year period following the optionee's
voluntary termination of employment or his termination by the Company for cause
(excluding general dissatisfaction with the performance of the optionee's
duties, but including any act of disloyalty or any conduct clearly tending to
bring discredit upon the Company) the optionee shall, without the prior written
consent of the Board, directly or indirectly, as employee, agent, consultant,
stockholder, director, co-partner or in any other individual or representative
capacity engage in Competition, then: (i) any unexercised portion of the
Incentive Stock Option shall immediately terminate and be void; and (ii) the
optionee shall be required, upon thirty (30) days' written notice from the
Company, to return to the Company in immediately available funds the difference
between the exercise price and the fair market value on the date of exercise of
the exercised portion of the Incentive Stock Option. The provisions of this
Section 3.06(g) shall not apply, however, to the passive investment by the
optionee in publicly traded common equity of any entity that is engaged in the
business of producing marketing, distributing or selling poultry products so
long as such investment does not exceed two percent of the outstanding common
equity of such entity.

         The determination of whether the optionee has voluntarily terminated
his employment, has been terminated for cause or has engaged in Competition
shall be determined by the Board (or, if applicable, a committee thereof
appointed pursuant to Section 1.02(d) hereof) in good faith and in its sole
discretion, and any such determinations by such body shall be final and binding
on the optionee.

3.07. TAX TREATMENT OF INCENTIVE STOCK OPTION.

         Notwithstanding any provision of this Plan to the contrary, the
favorable tax treatment available pursuant to Section 422 of the Code upon
exercise of an Incentive Stock Option will not be available to an optionee who
makes a disposition of the Stock within two (2) years after the Incentive Stock
Option is granted or within one (1) year after the Stock is transferred to the
optionee.

3.08. APPLICABILITY OF NONSTATUTORY STOCK OPTION SECTIONS.

         Sections 2.05, Manner of Payment; and 2.07, Effect of Exercise,
applicable to Nonstatutory Stock Options, shall apply equally to Incentive Stock
Options. Said Sections are incorporated by reference in this Article III as
though fully set forth herein.

                ARTICLE IV - ALTERNATE STOCK APPRECIATION RIGHTS

4.01. AWARD OF STOCK APPRECIATION RIGHTS.

         Concurrently with or subsequent to the award of any Nonstatutory Stock
Option or Incentive Stock Option to purchase one or more shares of Common Stock,
the Board may, subject to the provisions of the Plan and such other terms and
conditions as the Board may prescribe, award to the optionee with respect to
said option, a related



                                       7


stock appreciation right ("Stock Right"), permitting the optionee to be paid in
cash, stock or a combination of both the appreciation on the option, or portion
thereof, in lieu of exercising the option or portion thereof.

4.02. STOCK APPRECIATION RIGHTS AGREEMENT.

         A Stock Right shall be evidenced by a written Stock Appreciation Rights
Agreement, executed by the Company and the holder of a Stock Right (the
"optionee"), stating the number of shares of Common Stock subject to the Stock
Right evidenced thereby, and in such form as the Board may from time to time
determine.

4.03. EXERCISE.

         An optionee who has been granted a Stock Right may, in lieu of the
exercise of an option or portion thereof to which the Stock Right relates, elect
to exercise the Stock Right or portion thereof and thereby become entitled to
receive from the Company payment in cash or in Common Stock the amount and form
determined pursuant to Sections 4.04 and 4.05, or a combination of both. Stock
Rights shall be exercisable only to the same extent and subject to the same
conditions as the options to which they relate are exercisable, as provided in
this Plan, and only when the fair market value of a share of Common Stock on the
exercise date exceeds the exercise price of the options related to such Stock
Rights. The Board may, in its discretion, prescribe additional conditions to the
exercise of any Stock Right.

4.04. AMOUNT OF PAYMENT.

         The amount of payment to which an optionee shall be entitled upon the
exercise of a Stock Right, or portion thereof, shall be equal to 100% of the
amount, if any, by which the fair market value of a share of Common Stock on the
exercise date exceeds the option price of the option related to said Stock
Right, multiplied by the number of shares with respect to which the Stock Right
is exercised.

4.05. FORM OF PAYMENT.

         Payment may be made in cash or stock or a combination of both. To the
extent that payment is made in stock, the number of shares to be paid shall be
determined by dividing the amount of payment determined pursuant to Section 4.04
by the fair market value of a share of Common Stock on the exercise date of such
Stock Right, provided that no fractional share shall be issued as a result of
the exercise of a Stock Right. As soon as practicable after exercise, the
Company shall deliver to the optionee a certificate or certificates for such
shares of Common Stock.

4.06. EFFECT OF EXERCISE.

         The exercise of any Stock Right, or portion thereof, shall cancel a
Nonstatutory Stock Option or an Incentive Stock Option to which the Stock Right
relates or an equal number of shares under said option.

4.07. TERMINATION OF STOCK APPRECIATION RIGHT.

         (a) If a Stock Right is awarded with respect to the award of a
Nonstatutory Stock Option, then such Stock Right shall terminate and the
benefits of any exercised portion thereof may be forfeited in accordance with
and pursuant to Section 2.06, Termination of Nonstatutory Stock Option.

         (b) If a Stock Right is awarded with respect to the award of an
Incentive Stock Option, then such Stock Right shall terminate and the benefits
of any exercised portion thereof may be forfeited in accordance with and
pursuant to Section 3.06, Termination of Incentive Stock Option.



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                            ARTICLE V - MISCELLANEOUS

5.01. INSIDER TRADING SHORT-SWING PROFIT LIABILITY EXEMPTION REQUIREMENTS.

         (a) Nontransferability. Nonstatutory Stock Options, Incentive Stock
Options and Stock Rights granted under this Plan shall be transferable (i) by
the optionee only by will or under the laws of descent and distribution of the
state in which the optionee resided on the date of his death, and (ii) by the
Company pursuant to a qualified domestic relations order as defined by the Code
or Title I of the Employee Retirement Income Security Act or the Rules
thereunder, except that, to any extent so provided in the Nonstatutory Stock
Option Agreement or Stock Appreciation Rights Agreement or an amendment to
either of them, a Nonstatutory Stock Option or related Stock Right may be
transferred to members of the optionee's immediate family or to trusts for their
benefit or partnerships in which such members hold the entire partnership
interest, or as may otherwise be provided in such agreement or amendment and
approved by the Board.

         (b) Stockholder Approval. This Plan as amended and restated has been
approved by the holders of a majority of the shares of Common Stock present in
person or by proxy and entitled to vote at the 2002 Annual Meeting of
Stockholders of Sanderson Farms, Inc.

5.02. GENERAL RESTRICTION.

         Each award under the Plan shall be subject to the requirement that, if
at any time the Board shall determine that (i) the listing, registration or
qualification of the shares of Common Stock subject or related thereto upon any
securities exchange or under any state or federal law, or (ii) the consent or
approval of any government regulatory body, or (iii) an agreement by the grantee
of an award with respect to the disposition of shares of Common Stock, is
necessary or desirable as a condition of, or in connection with, the granting of
such award or the issue or purchase of shares of Common Stock thereunder, such
award may not be consummated in whole or in part unless such listing,
registration, qualification, consent, approval or agreement shall have been
effected or obtained free of any conditions not acceptable to the Board.

5.03. WITHHOLDING TAX REQUIREMENT.

         Whenever the Company proposes or is required to issue or transfer
shares of Common Stock under the Plan, the Company shall have the right to
require the optionee to remit to the Company an amount sufficient to satisfy any
federal, state and/or local withholding tax requirements prior to the delivery
of any certificate or certificates of such shares. Alternatively, the Company
may issue or transfer such shares of Common Stock net of the number of shares
sufficient to satisfy the withholding tax requirements. For withholding tax
purposes, the shares of Common Stock shall be valued on the date the withholding
obligation is incurred. In addition, the Company shall have the right to
withhold from any cash otherwise payable to an optionee under Article IV an
amount sufficient to satisfy withholding tax requirements.

5.04. NO RIGHTS OF EMPLOYMENT.

         Neither the granting of a Nonstatutory Stock Option, an Incentive Stock
Option or a Stock Right nor the exercise of the same shall be construed as
granting to the optionee any right with respect to continuance of employment
with the Company. Except as may otherwise be limited by a written agreement
between the Company and the optionee, and acknowledged by the optionee, the
right of the Company to terminate at will the optionee's employment with it at
any time (whether by dismissal, discharge, retirement or otherwise) is
specifically reserved by the Company.



                                       9


5.05. NON-UNIFORM DETERMINATIONS.

         The Board's determinations under the Plan (including without limitation
determinations of the persons to receive awards, the form, amount and timing of
such awards, the terms and provisions of such awards and the agreements
evidencing same) need not be uniform and may be made by it selectively among
persons who receive, or are eligible to receive, awards under the Plan, whether
or not such persons are similarly situated.

5.06. NO RIGHTS AS A STOCKHOLDER.

         An optionee under the Plan shall have no rights as a stockholder with
respect thereto unless and until certificates for shares of Common Stock are
issued to said optionee.

5.07. DEFINITIONS.

         In this Plan the following definitions shall apply:

         (a) "Subsidiary" means any corporation of which, at the time, more than
50% of the shares entitled to vote generally in an election of directors are
owned directly or indirectly by Sanderson Farms, Inc., or any subsidiary
thereof.

         (b) "Affiliate" means any person or entity which directly, or
indirectly through one or more intermediaries, controls, is controlled by, or is
under common control with Sanderson Farms, Inc.

         (c) "Fair market value" as of any date and in respect of any share of
Common Stock means the closing price on such date or on the next business day,
if such date is not a business day, of a share of Common Stock reflected in the
NASDAQ National Market System traded under the Symbol SAFM, provided that, if
shares of Common Stock shall not have been traded on NASDAQ for more than 10
days immediately preceding such date or if deemed appropriate by the Board for
any other reason, the fair market value of shares of Common Stock shall be as
determined by the Board in such other manner as it may deem appropriate. In no
event shall the fair market value of any share of Common Stock be less than its
par value.

         (d) "Option" means Nonstatutory Stock Option or Incentive Stock Option.

         (e) "Optionee" or "optionee" means the holder of a Nonstatutory Stock
Option, the holder of an Incentive Stock Option or the holder of a Stock Right,
as the context requires.

         (f) "Option price" means the purchase price per share of Common Stock
deliverable upon the exercise of a Nonstatutory Stock Option or an Incentive
Stock Option.

5.08. LEAVES OF ABSENCE.

         The Board shall be entitled to make such rules, regulations and
determinations as it deems appropriate under the Plan in respect of any leave of
absence taken by an optionee. Without limiting the generality of the foregoing,
the Board shall be entitled to determine (i) whether or not any such leave of
absence shall constitute a termination of employment within the meaning of the
Plan and (ii) the impact, if any, of any such leave of absence on awards under
the Plan theretofore made to any optionee who takes such leave of absence.



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5.09. NEWLY ELIGIBLE EMPLOYEES.

         The Board shall be entitled to make such rules, regulations,
determinations and awards as it deems appropriate in respect of any employee who
becomes eligible to participate in the Plan or any portion thereof after the
commencement of awards or grants of options and rights.

5.10. ADJUSTMENTS OF AND CHANGES IN STOCK OF THE COMPANY; CHANGE IN CONTROL.

         (a) ADJUSTMENTS. If there shall be any change in the Common Stock
subject to the Plan or the Common Stock subject to any Nonstatutory or Incentive
Stock Option or Stock Right granted hereunder through merger, consolidation,
reorganization, recapitalization, reincorporation, stock-split, stock dividend
or other change in the corporate structure of the Company, appropriate
adjustments shall be made by the Board to the total number of shares of Common
Stock that may be issued under the Plan and the number of shares and price per
share subject to outstanding Options or Stock Rights in order to preserve, but
not to increase, the benefits of the optionee.

         (b) CHANGE IN CONTROL. (i) For the purposes of this Section 5.10(b), a
"Change in Control" means the occurrence, in a single transaction or in a series
of related transactions, of any one or more of the following events: (A) the
acquisition (other than an acquisition from or by the Company or by a
Company-sponsored employee benefit plan or by a person that directly or
indirectly controls, is controlled by, or is under common control with, the
Company) by any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 ("Exchange Act")) (a
"Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of more than 50% of the then outstanding shares of
common stock of the Company; (B) approval by the stockholders of the Company of
a reorganization, merger or consolidation or sale or other disposition of all or
substantially all of the assets of the Company or approval by the board of
directors of the Company (the "Board") of the acquisition by the Company of
assets of another corporation (each of the foregoing, a "Business Combination"),
in each case, unless, following such Business Combination, the individuals and
entities who were the beneficial owners, respectively, of the outstanding common
stock of the Company immediately prior to such Business Combination beneficially
own, directly or indirectly, more than 50% of the combined voting power of the
then outstanding voting securities entitled to vote generally in the election of
directors of the corporation surviving or resulting from such Business
Combination (or of a corporation which as a result of such transaction controls
the Company or owns all or substantially all of the Company's assets either
directly or through one or more subsidiaries), in substantially the same
proportions as their ownership, immediately prior to such Business Combination,
of the common stock of the Company; (C) individuals who, as of the close of
business on February 28, 2002, constitute the Board (the "Incumbent Board")
cease for any reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to such date whose
election, or nomination for election by the Company's stockholders, was approved
by a vote of at least a majority of the directors then comprising the Incumbent
Board shall be considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board; or (D) approval by the stockholders of the Company
of a complete liquidation or dissolution of the Company.

         (ii) In the event of a Change in Control in which the Company is not
the surviving corporation, the outstanding Options or Stock Rights shall
(contingent upon consummation of the Change in Control) become fully vested and
immediately exercisable by the optionee on a date prior to the effective date of
such Change in Control as the Board shall determine (or, if the Board shall not
determine such a date, on the date that is five days prior to the effective date
of the Change in Control), and any such Options or Stock Rights shall terminate
if not exercised on or prior to such effective date.

         (iii) In the event of a Change in Control in which the Company is the
surviving corporation, every Option or



                                       11


Stock Right then outstanding hereunder shall (contingent upon consummation of
the Change in Control) become fully vested and immediately exercisable by the
optionee and shall continue thereafter to be exercisable in accordance with its
terms, provided, however, that any optionee whose employment (or, if such
optionee is a member of the Company's board of directors, whose membership
thereon) is terminated without cause within one year following the effective
date of such Change in Control shall have the right to exercise his outstanding
Option(s) or Stock Right(s) for three months following such termination.

5.11. MODIFICATIONS, AMENDMENTS AND TERMINATION.

         (a) The Board may, without further action by the stockholders and
without consent of or receiving further consideration from the participants,
amend, condition or modify awards under this Plan in response to changes in
securities or other laws or rules, regulations or regulatory interpretations
thereof applicable to this Plan or to comply with stock exchange rules or
requirements. The Board may amend awards otherwise with the written consent of
the optionee.

         (b) The Board may at any time and from time to time terminate or modify
or amend the Plan in any respect, except that without stockholder approval the
Board may not (i) increase the maximum number of shares of Common Stock which
may be issued under the Plan (other than increases pursuant to Section 5.10(a)),
(ii) extend the term of the Plan or (iii) change Plan provisions relating to the
class of employees who are eligible to receive awards under the Plan. The
termination or any modification or amendment of the Plan, except as provided in
subsection (a), shall not, without the consent of an optionee, affect the
optionee's rights under an award granted to the optionee.

         (c) The amendments to this Plan adopted on April 24, 1997 shall apply
only to Options and Stock Rights awarded on or after April 24, 1997, the
effective date of the amendments. The amendments to this Plan adopted on July
24, 1997 shall apply only to Options and Stock Rights awarded on or after July
24, 1997, the effective date of the amendments. The amendments to this Plan set
forth in Sections 5.10 and 5.11 and adopted on April 20, 2000 shall apply to any
outstanding Options and Stock Rights with respect to which the optionee executes
a written consent to such amendments. The amendment to this Plan set forth in
Sections 5.10 and 5.11 as approved and adopted on February 28, 2002, shall apply
to any outstanding Options and Stock Rights with respect to which the Optionee
executes a written consent to such amendments. The remaining amendments to this
Plan as approved and adopted on February 28, 2002 shall apply only to Options
and Stock Rights awarded on or after February 28, 2002, the effective date of
the amendments.

5.12. GOVERNING LAW.

         The validity, construction, interpretation and effect of this Plan and
instrument shall exclusively be governed by and determined in accordance with
the laws of the State of Mississippi, except to the extent preempted by federal
law, which shall to that extent govern.

APPROVED BY THE STOCKHOLDERS:

DATE: February 28, 2002


ADOPTED BY THE BOARD OF DIRECTORS:

DATE: February 28, 2002



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