AGREEMENT AND PLAN OF MERGER
                        DATED AS OF
                       APRIL 22, 1997
                           AMONG
                 GOLDEN POULTRY COMPANY, INC.,
                       GOLD KIST INC.,
                   AGRI INTERNATIONAL, INC.
                            AND
                GOLDEN POULTRY ACQUISITION CORP.


                      TABLE OF CONTENTS

                          ARTICLE I
                         THE MERGER

          SECTION   1.1  Company Action                2
                    1.2  The Merger                    2
                    1.3  Conversion of Shares          2
                    1.4  Surrender and Payment         3
                    1.5  Dissenting Shares             4
                    1.6  Stock Options                 4

                         ARTICLE II
                 THE SURVIVING CORPORATION

          SECTION   2.1  Articles of Incorporation     4
                    2.2  Bylaws                        4
                    2.3  Directors and Officers        4

                         ARTICLE III
          REPRESENTATIONS AND WARRANTIES OF THE COMPANY

          SECTION   3.1  Corporate Existence and Power 5
                    3.2  Corporate Authorization       5
                    3.3  Governmental Authorization    5
                    3.4  Non-Contravention             5
                    3.5  Capitalization                6
                    3.6  Company Subsidiaries          6
                    3.7  SEC Filings                   6
                    3.8  Financial Statements          6
                    3.9  Disclosure Documents          7
                    3.10 Finders' and Bankers' Fees    7

                          ARTICLE IV
            REPRESENTATIONS AND WARRANTIES OF BUYER

          SECTION   4.1  Corporate Existence and Power 7
                    4.2  Corporate Authorization       8
                    4.3  Governmental Authorization    8
                    4.4  Non-Contravention             8
                    4.5  Disclosure Documents          8
                    4.6  Finders' and Bankers' Fees    8

                            ARTICLE V
                     COVENANTS OF THE COMPANY

          SECTION   5.1  Conduct of the Company        9
                    5.2  Shareholder Meeting;
                         Proxy Material                10
                    5.3  Access to Information         10
                    5.4  Other Potential Bidders       10
                    5.5  Notices of Certain Events     11

                            ARTICLE VI
                        COVENANTS OF BUYER

          SECTION   6.1  Voting of Shares              11
                    6.2  Director and Officer Liability 11
                    6.3  Notices of Certain Events     12
                    6.4  Split Dollar Life Insurance   12

                            ARTICLE VII
                 COVENANTS OF BUYER AND THE COMPANY

          SECTION   7.1  Best Efforts                  12
                    7.2  Certain Filings               12
                    7.3  Public Announcements          13
                    7.4  Further Assurances            13

                            ARTICLE VIII
                       CONDITIONS TO THE MERGER

          SECTION   8.1  Conditions to the Obligations
                         of Each Party                 13
                    8.2  Additional Conditions to the
                         Obligations of Buyer and
                         Merger Subsidiary             14
                    8.3  Additional Conditions to the
                         Obligations of the Company    15

                             ARTICLE IX
                             TERMINATION

          SECTION   9.1  Termination                   15
                    9.2  Effect of Termination         16

                             ARTICLE X
                             MISCELLANEOUS

          SECTION   10.1 Definitions                   16
                    10.2 Notices                       18
                    10.3 No Survival of
                         Representations and
                         Warranties                    19
                    10.4 Amendments; No Waivers        19
                    10.5 Fees and Expenses             20
                    10.6 Successors and Assigns        20
                    10.7 Governing Law                 20
                    10.8 Severability                  20
                    10.9 Captions                      20
                    10.10 Interpretations              20
                    10.11 Counterparts; Effectiveness  21



                   AGREEMENT AND PLAN OF MERGER


           THIS AGREEMENT AND PLAN OF MERGER is made as
          of April 22, 1997, by and among GOLDEN POULTRY
          COMPANY, INC., a Georgia corporation (the "Company"),
          GOLD KIST INC., a Georgia cooperative ("Gold Kist"),
          AGRI INTERNATIONAL, INC., a Georgia corporation and a
          wholly owned subsidiary of Gold Kist ("Agri") (Gold
          Kist and Agri are sometimes referred to collectively
          as "Buyer"), and GOLDEN POULTRY ACQUISITION CORP., a
          Georgia corporation and a wholly owned subsidiary
          of Agri ("Merger Subsidiary").

               WHEREAS:

               A.   The authorized capital stock of the
          Company consists of (i) 20,000,000 shares of
          common stock, no par value (the "Company Common
          Stock"), of which 14,628,435 shares were issued
          and outstanding as of close of business on April
          19, 1997, and (ii) 1,000,000 shares of Preferred
          Stock, $1 par value (the "Preferred Stock"),
          none of which shares are issued and outstanding
          as of the date hereof.

               B.   Agri currently owns, and immediately
          prior to the Effective Time will own, 10,901,802
          shares of Company Common Stock representing 75%
          of the total issued and outstanding Company
          Common Stock.

             C.   A special negotiating committee of the
          Board of Directors of the Company appointed on
          January 23, 1997 and comprised entirely of
          directors who are neither members of management
          of the Company nor affiliated with Buyer or any
          Affiliate of Buyer (other than the Company) (the
          "Special Committee") has unanimously determined
          that the Merger is fair to and in the best interests
          of the shareholders of the Company other than Buyer
          (the "Public Shareholders") and has unanimously
          approved this Agreement and unanimously
          recommends its approval and adoption by the
          Board of Directors and by the shareholders of
          the Company.

             D.   The Board of Directors of the Company,
          based in part on the recommendation of  the Special
          Committee, determined that the Merger is fair
          and in the best interests of the Public
          Shareholders and has resolved to approve and
          adopt this Agreement and the transactions
          contemplated hereby and, subject to the terms
          and conditions set forth herein, to recommend
          the approval and adoption of this Agreement and
          the Merger by the shareholders of the Company.

           E.   The Board of Directors of the Company, and Gold
          Kist, Agri and Merger Subsidiary, subject to the
          approvals of their respective Boards of
          Directors, each have approved the merger of
          Merger Subsidiary with and into the Company (the
          "Merger") in accordance with the Georgia
          Business Corporation Code (the "GBCC") with
          respect to the Company, Agri and Merger
          Subsidiary, and the Georgia Cooperative
          Marketing Act (the "GCMA") with respect to Gold
          Kist, and the terms and conditions provided
          below, pursuant to which each Share (other than
          Shares held by the Company as treasury stock,
          Shares owned by Buyer immediately prior to the
          Effective Time and Shares as to which appraisal
          rights have been perfected) shall be converted
          into the right to receive the Merger
          Consideration.

               F.   Certain capitalized terms used herein
          are defined in Section 10.1.

               NOW, THEREFORE, in consideration of the premises
          and the mutual covenants, representations,
          warranties and agreements herein contained, the
          parties hereto agree as follows:

                          ARTICLE I
                          THE MERGER

               SECTION 1.1  Company Action.  The Company
          represents that its Board of Directors, at a
          meeting duly called and held and acting, in
          part, on the unanimous recommendation of the
          Special Committee, has (i) unanimously
          determined that this Agreement and the
          transactions contemplated hereby, including the
          Merger, are fair to and in the best interests of
          the Public Shareholders, (ii) unanimously
          approved and adopted this Agreement and the
          transactions contemplated hereby, including the
          Merger, and (iii) unanimously resolved to
          recommend approval and adoption of this
          Agreement and the Merger by the Company's
          shareholders, provided, that such recommendation
          may be withdrawn, modified or amended by the
          Board of Directors of the Company if the Board
          deems such withdrawal, modification or amendment
          necessary in light of its fiduciary obligations
          to the Company's shareholders after consultation
          with counsel.

               SECTION 1.2  The Merger.  (a)  At the
          Effective Time, Merger Subsidiary shall be
          merged with and into the Company in accordance
          with the GBCC, whereupon the separate existence
          of Merger Subsidiary shall cease, and the
          Company shall be the Surviving Corporation.

           (b)  As soon as practicable after satisfaction or,
          to the extent permitted hereunder, waiver of all
          conditions to the Merger, the Company and Merger
          Subsidiary will file a certificate of merger
          with the Secretary of State of the State of
          Georgia and make all other filings or recordings
          required by the GBCC in connection with the
          Merger.  The Merger shall become effective at
          such time as such certificate of merger is duly
          filed with the Secretary of State of the State
          of Georgia or at such later time as is specified
          in such certificate of merger (the "Effective
          Time").

               (c)  From and after the Effective Time, the
          Surviving Corporation shall possess all the
          rights, privileges, powers and franchises and be
          subject to all of the restrictions, disabilities
          and duties of the Company and Merger Subsidiary,
          all as provided under the GBCC.

             SECTION 1.3  Conversion of Shares.  At the
          Effective Time:

               (a)  each share of Company Common Stock (a
          "Share") outstanding immediately prior to the
          Effective Time shall, except as otherwise
          provided in Section 1.3(b) or as provided in
          Section 1.5 with respect to Shares as to which
          appraisal rights have been perfected, be
          converted into the right to receive $14.25 in
          cash, without interest (the "Merger
          Consideration");

               (b)  each Share held by the Company as
          treasury stock, and each Share held by Agri,
          immediately prior to the Effective Time shall be
          canceled, and no payment shall be made with
          respect thereto; and

               (c)  each share of common stock of Merger
          Subsidiary outstanding immediately prior to the
          Effective Time shall be converted into and
          become one share of common stock of the
          Surviving Corporation with the same rights,
          powers and privileges as the shares so converted
          and shall constitute the only outstanding shares
          of capital stock of the Surviving Corporation.

               SECTION 1.4  Surrender and Payment.  (a) At
          or prior to the Effective Time, the Company
          shall appoint SunTrust Bank, Atlanta as agent
          (the "Exchange Agent") for the purpose of
          exchanging certificates representing Shares for
          the Merger Consideration.  At the Effective
          Time, Agri shall, and Gold Kist shall cause Agri
          to, make available to the Exchange Agent the
          Merger Consideration to be paid in respect of
          all outstanding Shares entitled thereto as to
          which appraisal rights have not been exercised.
          At or prior to the Effective Time, the Company
          or Surviving Corporation will send, or will
          cause the Exchange Agent to send, to each holder
          of Shares at the Effective Time a letter of
          transmittal for use in such exchange (which
          shall specify that the delivery shall be
          effected, and risk of loss and title shall pass,
          only upon proper delivery of the certificates
          representing Shares to the Exchange Agent).

              (b)  Each holder of Shares that have been
          converted into a right to receive the Merger
          Consideration, upon surrender to the Exchange
          Agent of a certificate or certificates
          representing such Shares, together with a
          properly completed letter of transmittal
          covering such Shares, will be entitled to
          receive the Merger Consideration payable in
          respect of such Shares.  Until so surrendered,
          each such certificate shall, after the Effective
          Time, represent for all purposes, only the right
          to receive such Merger Consideration.

           (c)  If any portion of the Merger Consideration
          is to be paid to a Person other than the registered
          holder of the Shares represented by the
          certificate or certificates surrendered in
          exchange therefor, it shall be a condition to
          such payment that the certificate or
          certificates so surrendered shall be properly
          endorsed or otherwise be in proper form for
          transfer and that the Person requesting such
          payment shall pay to the Exchange Agent any
          transfer or other taxes required as a result of
          such payment to a Person other than the
          registered holder of such Shares or establish to
          the satisfaction of the Exchange Agent that such
          tax has been paid or is not payable.

               (d)  After the Effective Time, there shall
          be no further registration of transfers of
          Shares.  If, after the Effective Time,
          certificates representing Shares are presented
          to the Surviving Corporation, they shall be
          canceled and exchanged for the Merger
          Consideration provided for, and in accordance
          with the procedures set forth, in this Article
          I.

               (e)  Any portion of the Merger
          Consideration made available to the Exchange
          Agent pursuant to Section 1.4(a) that remains
          unclaimed by the holders of Shares one year
          after the Effective Time shall be returned
          within one week after the end of such one year
          period, without further action or request, to
          the Buyer, and any such holder who has not
          exchanged his Shares for the Merger
          Consideration in accordance with this Section
          prior to that time shall thereafter look only to
          the Buyer for payment of the Merger
          Consideration in respect of his Shares.
          Notwithstanding the foregoing, neither Buyer nor
          the Surviving Corporation shall be liable to any
          holder of Shares for any amount paid to a public
          official pursuant to applicable abandoned
          property Laws.  Any amounts remaining unclaimed
          by holders of Shares two years after the
          Effective Time (or such earlier date immediately
          prior to such time as such amounts would
          otherwise escheat to or become property of any
          governmental entity) shall, to the extent
          permitted by applicable Law, become the property
          of the Buyer free and clear of any claims or
          interest of any Person previously entitled
          thereto; provided, however, that nothing herein
          shall limit the obligations of the Buyer under
          Section 1.4(b).

               SECTION 1.5  Dissenting Shares.
          Notwithstanding Section 1.3, Shares outstanding
          immediately prior to the Effective Time and held
          by a holder who has not voted in favor of the
          Merger or consented thereto in writing and who
          has demanded appraisal for such Shares in
          accordance with the GBCC shall not be converted
          into a right to receive the Merger
          Consideration, but shall be converted into the
          right to receive such consideration as may be
          determined to be due in respect of such
          dissenting Shares pursuant to Article 13 of the
          GBCC; provided, however, that if the holder of
          such dissenting Shares shall have failed to
          perfect or shall have waived, rescinded or
          otherwise lost (in each such instance, to the
          reasonable satisfaction of the Surviving
          Corporation) its status as a "dissenting
          shareholder" pursuant to Article 13 of the GBCC,
          then such holder of dissenting Shares shall
          forfeit the right to dissent from the Merger and
          such Shares shall thereupon be deemed to have
          been converted into the right to receive, as of
          the Effective Time, the Merger Consideration.
          The Company shall give Buyer prompt notice of
          any demands received by the Company for
          appraisal of Shares, and Buyer shall have the
          right to participate in all negotiations and
          proceedings with respect to such demands. The
          Company shall not, except with the prior written
          consent of Buyer, make any payment with respect
          to, or settle or offer to settle, any such
          demands.

             SECTION 1.6  Stock Options.  Buyer and the
          Company shall take all steps reasonably necessary
          such that, pursuant to Section 7.1 of the Company's
          1988 Long-Term Incentive Plan (the "Incentive
          Plan"), the Company shall give written notice to
          the holders of all options ("Options") granted
          under the Incentive Plan that are outstanding on
          the date hereof that (a) such Options shall be
          exercisable in full on a date that is at least
          thirty days prior to the date on which the
          Effective Time is expected to occur, and (b)
          that all Options that are not exercised during
          such thirty-day period will terminate.  In
          addition, the written notice to each such holder
          shall include an offer by Buyer to pay for the
          cancellation of such holder's Options an amount
          in cash determined by multiplying (1) the
          excess, if any, of the Merger Consideration over
          the applicable exercise price per share of the
          Option by (2) the number of Shares such holder
          could have purchased had such holder exercised
          such Option in full immediately prior to the
          Effective Time, and each such Option shall
          thereafter be canceled.

                          ARTICLE II
                  THE SURVIVING CORPORATION

               SECTION 2.1  Articles of Incorporation.
          The articles of incorporation of the Company in
          effect at the Effective Time shall be the
          articles of incorporation of the Surviving
          Corporation until amended in accordance with
          applicable Law.

               SECTION 2.2  Bylaws.  The bylaws of the
          Company in effect at the Effective Time shall be
          the bylaws of the Surviving Corporation until
          amended in accordance with applicable Law.

               SECTION 2.3  Directors and Officers.  From
          and after the Effective Time, until successors
          are duly elected or appointed and qualified in
          accordance with applicable Law, (i) the
          directors of Merger Subsidiary at the Effective
          Time shall be the directors of the Surviving
          Corporation, and (ii) the officers of the
          Company at the Effective Time shall be the
          officers of the Surviving Corporation.

                         ARTICLE III
          REPRESENTATIONS AND WARRANTIES OF THE COMPANY

            The Company represents and warrants to Buyer that:
                                  
               SECTION 3.1  Corporate Existence and Power.
          The Company is a corporation duly incorporated,
          validly existing and in good standing under the
          Laws of the State of Georgia, and has all
          corporate powers and  approvals required to
          carry on its business as now conducted.

               SECTION 3.2  Corporate Authorization.  The
          execution, delivery and performance by the
          Company of this Agreement and the consummation
          by the Company of the transactions contemplated
          hereby are within the Company's corporate powers
          and, except for any required approval by the
          Company's shareholders in connection with the
          consummation of the Merger, this Agreement will
          have been duly authorized by all necessary
          corporate action.  This Agreement constitutes a
          valid and binding agreement of the Company.

               SECTION 3.3  Governmental Authorization.
          The execution, delivery and performance by the
          Company of this Agreement and the consummation
          of the Merger by the Company require no action
          by or in respect of, or filing with, any
          Governmental Authority other than (i) the filing
          of a certificate of merger in accordance with
          the GBCC; and (ii) compliance with applicable
          requirements of the Securities Exchange Act of
          1934, as amended, and the rules and regulations
          promulgated thereunder (the "Exchange Act").

               SECTION 3.4  Non-Contravention.  The
          execution, delivery and performance by the
          Company of this Agreement and the consummation
          by the Company of the transactions contemplated
          hereby do not and will not (i) contravene or
          conflict with the articles of incorporation or
          bylaws of the Company, or (ii) assuming
          compliance with the matters referred to in
          Section 3.3, contravene or conflict with or
          constitute a violation of any provision of any
          Law or Order binding upon or applicable to the
          Company or any Company Subsidiary.

            SECTION 3.5  Capitalization.  The authorized
          capital stock of the Company consists of 20,000,000
          authorized shares of Company Common Stock and
          1,000,000 authorized shares of Preferred Stock.
          As of March 31, 1997, (a) 14,982,292 shares of
          Company Common Stock were issued and
          outstanding, (b) 358,479 shares of Company
          Common Stock were held in the treasury of the
          Company, and (c) 151,422 shares of Company
          Common Stock were reserved for future issuance
          pursuant to outstanding employee stock options
          granted pursuant to the Incentive Plan.  As of
          March 31, 1997, (a) no shares of Preferred Stock
          were issued and outstanding, and (b) no shares
          of Preferred Stock were held in the treasury of
          the Company.  All outstanding shares of Company
          Common Stock have been duly authorized and
          validly issued and are fully paid and
          nonassessable.  Except as set forth
          in this Section and except for changes since
          March 31, 1997, resulting from the exercise of
          employee stock options outstanding on such date,
          there are outstanding (i) no shares of capital
          stock or other voting securities of the Company,
          (ii) no securities of the Company convertible
          into or exchangeable for shares of capital stock
          or voting securities of the Company, and (iii)
          no options or other rights to acquire from the
          Company, and no obligation of the Company to
          issue, any capital stock, voting securities or
          securities convertible into or exchangeable for
          capital stock or voting securities of the
          Company (the items in clauses (i), (ii) and
          (iii) being referred to collectively as the
          "Company Securities").  There are no outstanding
          obligations of the Company or any Company
          Subsidiary to repurchase, redeem or otherwise
          acquire any Company Securities.

               SECTION 3.6  Company Subsidiaries.  All of
          the outstanding capital stock of, or other
          ownership interests in, each Company Subsidiary
          owned by the Company is owned free and clear of
          any Lien and free of any other limitation or
          restriction (including any restriction on the
          right to vote, sell or otherwise dispose of such
          capital stock or other ownership interests).
          There are no outstanding (i) securities of the
          Company or any Company Subsidiary convertible
          into or exchangeable for shares of capital stock
          or other voting securities or ownership
          interests in any Company Subsidiary, and (ii)
          options or other rights to acquire from the
          Company or, to the knowledge of the Company, any
          Company Subsidiary, and no other obligation of
          the Company or, to the knowledge of the Company,
          any Company Subsidiary to issue, any capital
          stock, voting securities or other ownership
          interests in, or any securities convertible into
          or exchangeable for any capital stock, voting
          securities or ownership interests in, any
          Company Subsidiary (the items in clauses (i) and
          (ii) being referred to collectively as the
          "Subsidiary Securities").  There are no
          outstanding obligations of the Company or, to
          the knowledge of the Company, any Company
          Subsidiary to repurchase, redeem or otherwise
          acquire any outstanding Subsidiary Securities.

               SECTION 3.7  SEC Filings.  The Company has
          delivered to Buyer (i) the Annual Report on Form
          10-K for its fiscal year ended June 29, 1996
          (the "Company 10-K"), (ii) its proxy or
          information statements relating to meetings of,
          or actions taken without a meeting by, the
          shareholders of the Company held since October
          23, 1996, and (iii) all of its other reports,
          statements, schedules and registration
          statements filed with the Securities and
          Exchange Commission (the "SEC") since June 29,
          1996.

               SECTION 3.8  Financial Statements.  The
          audited consolidated financial statements and
          unaudited consolidated interim financial
          statements of the Company included in the
          Company 10-K and in the Quarterly Reports on
          Form 10-Q filed for quarterly periods of fiscal
          year 1997 (the "Company 10Qs") fairly present,
          in conformity with GAAP (except as may be
          indicated in the notes thereto), the
          consolidated financial position of the Company
          and its consolidated Company Subsidiaries as of
          the dates thereof and their consolidated
          statements of operations and of cash flows for
          the periods then ended (subject to normal year-
          end adjustments in the case of any unaudited
          interim financial statements).

            SECTION 3.9  Disclosure Documents.  (a) Each
          document required to be filed by the Company with
          the SEC in connection with the transactions
          contemplated by this Agreement (the "Company
          Disclosure Documents"), including, without limitation,
          the proxy statement of the Company (the "Company
          Proxy Statement") to be filed with the SEC in
          connection with the Merger, and any amendments
          or supplements thereto will, when filed, comply
          as to form in all material respects with the
          applicable requirements of the Exchange Act.

           (b)  At the time the Company Proxy Statement or
          any amendment or supplement thereto is first mailed
          to shareholders of the Company, at the time such
          shareholders vote on adoption of this Agreement,
          and at the Effective Time, the Company Proxy
          Statement, as supplemented or amended, if
          applicable, will not contain any untrue
          statement of a material fact or omit to state
          any material fact necessary in order to make the
          statements made therein, in the light of the
          circumstances under which they were made, not
          misleading.  At the time of the filing of any
          Company Disclosure Document other than the
          Company Proxy Statement and at the time of any
          distribution thereof, such Company Disclosure
          Document will not contain any untrue statement
          of a material fact or omit to state a material
          fact necessary in order to make the statements
          made therein, in the light of the circumstances
          under which they were made, not misleading.  The
          representations and warranties contained in this
          Section 3.9(b) will not apply to statements or
          omissions included in any Company Disclosure
          Documents (including, without limitation, the
          Company Proxy Statement) based upon information
          furnished to the Company in writing by Buyer
          specifically for use therein.

               SECTION 3.10  Finders' and Bankers' Fees.
          Except for The Robinson-Humphrey Company, Inc.
          ("R-H"), a copy of whose engagement agreement
          has been provided to Buyer, there is no
          investment banker, broker, finder or other
          intermediary which has been retained by or is
          authorized to act on behalf of the Company, the
          Special Committee or any Company Subsidiary who
          might be entitled to any fee or commission from
          Buyer or any of its Affiliates upon consummation
          of the transactions contemplated by this
          Agreement.

                          ARTICLE IV
              REPRESENTATIONS AND WARRANTIES OF BUYER

            Buyer represents and warrants to the Company that:
                                  
               SECTION 4.1  Corporate Existence and Power.
          Each of Gold Kist, Agri and Merger Subsidiary is
          a corporation duly incorporated, validly
          existing and in good standing under the laws of
          the State of Georgia, and each has all corporate
          powers and all material governmental licenses,
          authorizations, consents and approvals required
          to consummate the transactions contemplated by
          this Agreement. Since the date of its
          incorporation, Merger Subsidiary has not engaged
          in any material activities other than in
          connection with or as contemplated by this
          Agreement.

             SECTION 4.2  Corporate Authorization.  The
          execution, delivery and performance by Gold Kist,
          Agri and Merger Subsidiary of this Agreement and
          the consummation by Gold Kist, Agri and Merger
          Subsidiary of the transactions contemplated
          hereby are within the corporate powers of Gold
          Kist, Agri and Merger Subsidiary and, upon
          approval and adoption of this Agreement by the
          respective Board of Directors of each such
          corporation, will have been duly authorized by
          all necessary corporate action.  This Agreement
          constitutes a valid and binding agreement of Gold
          Kist, Agri and Merger Subsidiary.

               SECTION 4.3  Governmental Authorization.
          The execution, delivery and performance by Gold
          Kist, Agri and Merger Subsidiary of this
          Agreement and the consummation by Gold Kist,
          Agri and Merger Subsidiary of the transactions
          contemplated by this Agreement require no action
          by or in respect of, or filing with, any
          Governmental Authority other than (i) the filing
          of a certificate of merger in accordance with
          the GBCC and (ii) compliance with any applicable
          requirements of the Exchange Act.

               SECTION 4.4  Non-Contravention.  The
          execution, delivery and performance by Gold
          Kist, Agri and Merger Subsidiary of this
          Agreement and the consummation by Gold Kist,
          Agri and Merger Subsidiary of the transactions
          contemplated hereby do not and will not (i)
          contravene or conflict with the articles of
          incorporation or bylaws of Gold Kist, Agri or
          Merger Subsidiary, or (ii) assuming compliance
          with the matters referred to in Section 4.3,
          contravene or conflict with any material
          provision of Law or Order binding upon or
          applicable to Gold Kist, Agri or Merger
          Subsidiary.

               SECTION 4.5  Disclosure Documents.  The
          information with respect to Buyer and its
          Affiliates that Buyer furnishes to the Company
          in writing specifically for use in any Company
          Disclosure Document will not contain any untrue
          statement of a material fact or omit to state any
          material fact necessary in order to make the
          statements made therein, in the light of the
          circumstances under which they were made, not
          misleading (i) in the case of the Company Proxy
          Statement at the time the Company Proxy Statement
          or any amendment or supplement thereto is first
          mailed to shareholders of the Company, at the time
          the shareholders vote on adoption of this Agreement
          and at the Effective Time, and (ii) in the case
          of any Company Disclosure Document other than
          the Company Proxy Statement, at the time of the
          filing thereof and at the time of any
          distribution thereof.

           SECTION 4.6  Finders' and Bankers' Fees.  There
          is no investment banker, broker, finder or other
          intermediary which has been retained by or is
          authorized to act on behalf of Buyer who might
          be entitled to any fee or commission from the
          Company or any of the Company Subsidiaries if
          the transactions contemplated by this Agreement
          are not consummated.

                          ARTICLE V
                    COVENANTS OF THE COMPANY

               The Company agrees that:

               SECTION 5.1  Conduct of the Company.  From
          the date hereof until the Effective Time, the
          Company and the Company Subsidiaries shall
          conduct their business in the ordinary course
          consistent with past practice and (except for
          acts in connection with the Merger) shall use
          their best efforts to preserve intact their
          business organizations and relationships with
          third parties and to keep available the services
          of their present officers and employees.
          Without limiting the generality of the
          foregoing, from the date hereof until the
          Effective Time, without the consent of Buyer:

           (a)  the Company will not adopt or propose any
          change in its articles of incorporation or bylaws;

           (b)  the Company will not, and will not permit
          any Company Subsidiary to, acquire, whether by
          purchase of equity securities, merger or
          consolidation, any other Person or acquire a
          material amount of assets of any other Person
          except (i) pursuant to existing contracts or
          commitments or (ii) in the ordinary course
          consistent with the past practice;

           (c)  the Company will not, and will not permit
          any Company Subsidiary to, sell, lease, license
          or otherwise dispose of any material assets or
          property except (i) pursuant to existing
          contracts or commitments and (ii) in the
          ordinary course consistent with past practice;

               (d)  except as otherwise contemplated
          herein, the Company will not, and will not
          permit any Company Subsidiary to, agree or
          commit to do any of the foregoing;

               (e)  the Company will not authorize for
          issuance, issue, sell, deliver or agree or
          commit to issue, sell or deliver (whether
          through the issuance or granting of options,
          warrants, commitments, subscriptions, rights to
          purchase or otherwise) any stock of any class or
          any other securities or equity equivalents
          (including, without limitation, any stock
          options or stock appreciation rights), except as
          required by outstanding options or stock
          appreciation rights under the Incentive Plan as
          in effect as of the date hereof, or amend any of
          the terms of any such securities, options or
          rights outstanding as of the date hereof, except
          as specifically contemplated by this Agreement;

               (f)  the Company will not split, combine or
          reclassify shares of its capital stock, declare,
          set aside or pay any dividend or other
          distribution (whether in cash, stock or property
          or any combination thereof) in respect of its
          capital stock (other than regular quarterly
          dividends of not more than $.01 per share on
          Company Common Stock declared and paid on dates
          consistent with past practice), or redeem or
          otherwise acquire any of its securities or any
          securities of the Company Subsidiaries; and

           (g)  the Company will not, and will not permit
          any Company Subsidiary to, except as may be required
          by Law, enter into, adopt or amend or terminate
          any bonus, profit sharing, compensation,
          severance, termination, stock option, stock
          appreciation right, restricted stock,
          performance unit, stock equivalent, stock
          purchase agreement, pension, retirement,
          deferred compensation, employment, severance or
          other employee benefit agreement, trust, plan,
          fund or other arrangement for the benefit or
          welfare of any director, officer of employee in
          any manner, or (except for normal increases in
          the ordinary course of business consistent with
          past practice that, in the aggregate, do not
          result in a material increase in benefits or
          compensation expense to the Company, or as
          required under existing agreements) increase in
          any manner the compensation or fringe benefits
          of any director, officer or employee or pay any
          benefit not required by any plan and arrangement
          as in effect as of the date hereof (including,
          without limitation, the granting of
          stock appreciation rights or performance units).

               SECTION 5.2  Shareholder Meeting; Proxy
          Material.  The Company shall cause a meeting of
          its shareholders (the "Company Shareholder
          Meeting") to be duly called and held as soon as
          reasonably practicable for the purpose of voting
          on the approval and adoption of this Agreement
          and the Merger. The directors of the Company,
          acting in part on the unanimous recommendation
          of the Special Committee, shall, subject to
          their fiduciary duties after consultation with
          counsel, recommend approval and adoption of this
          Agreement and the Merger by the Company's
          shareholders.  In connection with such meeting,
          but subject to the terms hereof, the Company (i)
          will promptly prepare and file with the SEC,
          will use its best efforts to have cleared by the
          SEC and will thereafter mail to its shareholders
          as promptly as practicable the Company Proxy
          Statement and all other proxy materials for such
          meeting, and will prepare and file the Schedule
          13E-3 Transaction Statement required pursuant to
          Section 13(e) of the Exchange Act (the "Schedule
          13E-3"), (ii) will use its best efforts to
          obtain the necessary approvals by its
          shareholders of this Agreement and the
          transactions contemplated hereby and (iii) will
          otherwise comply with all legal requirements
          applicable to such meeting.

               SECTION 5.3  Access to Information.  From
          the date hereof until the Effective Time, the
          Company will give Buyer, its counsel, financial
          advisors, auditors and other authorized
          representatives full access to the offices,
          properties, books and records of the Company and
          the Company Subsidiaries, will furnish to Buyer,
          its counsel, financial advisors, auditors and
          other authorized representatives such financial
          and operating data and other information as such
          Persons may reasonably request and will instruct
          the Company's employees, counsel, financial
          advisors and auditors to cooperate with Buyer in
          its investigation of the business of the Company
          and the Company Subsidiaries; provided that no
          investigation pursuant to this Section shall
          affect any representation or warranty given by
          the Company to Buyer hereunder.

               SECTION 5.4  Other Potential Bidders.  The
          Company shall, directly or indirectly, furnish
          information and access, in each case in response
          to unsolicited requests therefor, received prior
          to or after the date of this Agreement, to the
          same extent permitted by Section 5.3 hereof, to
          any Person pursuant to appropriate
          confidentiality agreements, and may participate
          in discussions and negotiate with any such
          Person concerning any merger, sale of assets,
          sale of shares of capital stock or similar
          transaction involving the Company or any Company
          Subsidiary or division of the Company (any such
          transaction being referred to herein as a
          "Competing Transaction"), if the Special
          Committee determines that such action is
          necessary in light of its fiduciary obligations
          to the Company's shareholders after consultation
          with counsel.  In addition, the Company shall
          direct its officers and other appropriate
          personnel to cooperate with and be reasonably
          available to consult with any such Person.
          Except as set forth above, the Company shall not
          solicit, participate in or initiate discussions
          or negotiations with, or provide any information
          to, any Person (other than Buyer) concerning any
          merger, sale of assets, sale of shares of
          capital stock or similar transaction involving
          the Company or any Company Subsidiary or
          division of the Company.

            SECTION 5.5  Notices of Certain Events.  The
          Company shall promptly notify Buyer of:

               (i)  any notice or other communication from
          any Person alleging that the consent of such
          Person is or may be required in connection with
          the transactions contemplated by this Agreement;
          and

               (ii) any notice or other communication from
          any Governmental Authority in connection with
          the transactions contemplated by this Agreement.

                             ARTICLE VI
                         COVENANTS OF BUYER

               Buyer agrees that:

               SECTION 6.1  Voting of Shares.  In any vote
          of the Company's shareholders with respect to
          this Agreement and the transactions contemplated
          hereby, Agri shall, and Gold Kist shall cause
          Agri to, vote or cause to be voted all of the
          Shares then outstanding and beneficially owned
          by Agri in favor of the approval and adoption of
          this Agreement and the transactions contemplated
          hereby.

               SECTION 6.2  Director and Officer
          Liability.  For six years from and after the
          Effective Time, Buyer will or will cause the
          Surviving Corporation to indemnify and hold
          harmless the present and former officers and
          directors of the Company and the Company
          Subsidiaries in respect of acts or omissions
          occurring at or prior to the Effective Time to
          the extent provided under the Company's articles
          of incorporation and bylaws in effect on the
          date hereof; provided that such indemnification
          shall be available to the extent permitted by
          applicable Law.  For such six years after the
          Effective Time, Buyer will or will cause the
          Surviving Corporation to provide officers' and
          directors' liability insurance in respect of
          acts or omissions occurring at or prior to the
          Effective Time covering each such Person
          currently covered by the Company's officers' and
          directors' liability insurance policy on terms
          with respect to coverage and amount no less
          favorable than those of such policy in effect on
          the date hereof, provided that if such coverage
          is not obtainable at a cost less than or equal
          to three times the amount per annum the Company
          paid in its last full fiscal year, Buyer shall
          or shall cause the Surviving Corporation to
          purchase such lesser amount of coverage, on
          terms as similar in coverage as practicable to
          such coverage in effect on the date hereof, as
          may be obtained having a per annum cost not to
          exceed three times the amount per annum the
          Company paid in its last full fiscal year, which
          amount has been disclosed to Buyer.

           SECTION 6.3  Notices of Certain Events.  Buyer
          shall promptly notify the Company of:

               (i)  any notice or other communication from
          any Person alleging that the consent of such
          Person is or may be required in connection with
          the transactions contemplated by this Agreement;
          and

               (ii) any notice or other communication from
          any Governmental Authority in connection with
          the transactions contemplated by this Agreement.

               SECTION 6.4  Split Dollar Life Insurance.
          The parties acknowledge that, pursuant to the
          Split Dollar Plan, each of the following
          directors of the Company has entered into a
          Split Dollar Life Insurance Agreement with Gold
          Kist (each a "Split Dollar Agreement"), and it
          is possible that such director may not, in the
          discretion of Gold Kist and such director,
          continue as a director of the Company after the
          Effective Time:
                              H.R. Holding
                              J.H. Levergood
                              J.W. McIntyre
                              W.W. Gaston
                              D.W. Sands

          Gold Kist agrees that, at or before the
          Effective Time, it shall execute and deliver to
          each director listed immediately above an
          amendment to such director's Split Dollar
          Agreement providing that, consistent with Gold
          Kist's discretion referenced in Section 6(a)(3)
          of each Split Dollar Agreement, Gold Kist will
          continue such Split Dollar Agreement for the
          time period specified in Item 4, Schedule A of
          such Split Dollar Agreement, regardless of
          whether such director continues to be a director
          of the Company or any other Affiliate of Gold
          Kist for such time period.


                         ARTICLE VII
               COVENANTS OF BUYER AND THE COMPANY

               The parties hereto agree that:

               SECTION 7.1  Best Efforts.  Subject to the
          terms and conditions of this Agreement, each
          party will use its best efforts to take, or
          cause to be taken, all actions and to do, or
          cause to be done all things necessary, proper or
          advisable under applicable Laws to consummate
          the transactions contemplated by this Agreement.

               SECTION 7.2  Certain Filings.  The Company
          and Buyer shall cooperate with one another (a)
          in connection with the preparation of the
          Company Disclosure Documents, (b) in determining
          whether any action by or in respect of, or
          filing with, any Governmental Authority is
          required, or any actions, consents, approvals or
          waivers are required to be obtained from parties
          to any material contracts, in connection with
          the consummation of the transactions
          contemplated by this Agreement, and (c) in
          seeking any such actions, consents, approvals or
          waivers or making any such filings, furnishing
          information required in connection therewith or
          with the Company Disclosure Documents and
          seeking timely to obtain any such actions,
          consents, approvals or waivers.

               SECTION 7.3  Public Announcements.  Buyer
          and the Company will consult with each other
          before issuing any press release or making any
          public statement with respect to this Agreement
          and the transactions contemplated hereby and,
          except as may be required by applicable Law or
          any listing agreement with any national
          securities exchange, will not issue any such
          press release or make any such public statement
          prior to such consultation.

               SECTION 7.4  Further Assurances.  At and
          after the Effective Time, the officers and
          directors of the Surviving Corporation will be
          authorized to execute and deliver, in
          the name and on behalf of the Company or Merger
          Subsidiary, any deeds, bills of sale,
          assignments or assurances and to take and do, in
          the name and on behalf of the Company or Merger
          Subsidiary, any other actions and things they
          may deem desirable to vest, perfect or confirm
          of record or otherwise in the Surviving
          Corporation any and all right, title and
          interest in, to and under any of the rights,
          properties or assets of the Company acquired or
          to be acquired by the Surviving Corporation as a
          result of, or in connection with, the Merger.

                           ARTICLE VIII
                     CONDITIONS TO THE MERGER

               SECTION 8.1  Conditions to the Obligations
          of Each Party.  The obligations of the Company,
          Buyer and Merger Subsidiary to consummate the
          Merger are subject to the satisfaction at or
          prior to the Effective Time of the following
          conditions, any or all of which may be waived,
          in whole or in part, by each of the parties
          intended to benefit therefrom, to the extent
          permitted by applicable Law:

               (a)  this Agreement and the Merger shall
          have been approved and adopted by the Board of
          Directors of Gold Kist;

               (b)  this Agreement and the Merger shall have
          been approved and adopted by a majority of all shares
          of the Company Common Stock entitled to vote
          thereon, in accordance with Section 14-2-1103 of
          the GBCC, and by a majority of the shares of the
          Company Common Stock entitled to vote thereon
          held by the Public Shareholders, in accordance
          with the conflicting interest "safe harbor"
          provided by Section 14-2863 of the GBCC;

               (c)  no Governmental Authority shall have
          enacted, issued, promulgated, enforced or
          entered any Law or Order (whether temporary,
          preliminary or permanent) which is in effect and
          which has the effect of making the Merger
          illegal or otherwise prohibiting consummation of
          the Merger;

               (d)  all actions by or in respect of or filings
          with any Governmental Authority required to permit
          the consummation of the Merger shall have been
          obtained, other than the filing of the requisite
          articles or certificate of merger with the
          Secretary of State of Georgia; and

               (e)  at the time of mailing of the Company
          Proxy Statement, at the time of the Company
          Shareholder Meeting and at the Effective Time, R-
          H shall have reaffirmed in writing the fairness
          opinion previously prepared and delivered by it
          to the Special Committee and R-H shall not have
          withdrawn such opinion; and

               (f)  there shall be no action, suit, 
          investigation or proceeding pending against, or
          to the knowledge of the Company or Buyer,
          threatened against or affecting, the Company,
          Buyer or any of their respective officers or
          directors, which in any manner challenges or seeks
          to prevent, enjoin, alter or materially delay the
          Merger or any of the other transactions contemplated
          hereby.

               SECTION 8.2  Additional Conditions to the
          Obligations of Buyer and Merger Subsidiary.  The
          obligations of Buyer and Merger Subsidiary to
          consummate the Merger are also subject to the
          satisfaction at or prior to the Effective Time
          of the following further conditions, any or all
          of which may be waived, in whole or in part, by
          each of the parties intended to benefit
          therefrom, to the extent permitted by applicable
          Law:

            (a)  the Company shall have performed in all
          material respects all of its obligations hereunder
          required to be performed by it at or prior to
          the Effective Time, the representations and
          warranties of the Company contained in this
          Agreement and in any certificate delivered by
          the Company pursuant hereto shall be true and
          correct in all respects, except where the breach
          or inaccuracy thereof would not, individually or
          in the aggregate, have a Material Adverse
          Effect, at and as of the Effective Time as if
          made at and as of such time, except that those
          representations and warranties which address
          matters only as of a particular date shall
          remain true and correct as of such date, and
          Buyer shall have received a certificate signed
          by the principal financial officer of the
          Company to the foregoing effect;

             (b)  no Material Adverse Effect shall have
          occurred;
                                  
             (c)  Buyer shall have received or be
          satisfied that it will receive all consents and
          approvals contemplated by Section 3.3 and any
          other consents of third parties necessary in
          connection with the consummation of the Merger
          if the failure to obtain any such consent would
          have a Material Adverse Effect;

               (d)  Buyer shall have received all
          documents it may reasonably request relating to
          the existence of the Company and the authority
          of the Company to enter into this Agreement, all
          in form and substance reasonably satisfactory to
          Buyer; and

               (e)  at the time of mailing of the Company
          Proxy Statement, at the time of the Company
          Shareholder Meeting and at the Effective Time,
          SunTrust Capital Markets, Inc., financial
          adviser to Buyer, shall have reaffirmed in
          writing the fairness opinion previously prepared
          and delivered by it to the Board of Directors of
          Buyer and SunTrust Capital Markets, Inc. shall
          not have withdrawn such opinion.

              SECTION 8.3  Additional Conditions to the
          Obligations of the Company.  The obligations of
          the Company to consummate the Merger are also
          subject to the satisfaction at or prior to the
          Effective Time of the following further conditions,
          any or all of which may be waived, in whole or in
          part, by the Company to the extent permitted by
          applicable Law:

               (a)  Buyer and Merger Subsidiary shall have
          performed in all material respects all of their
          respective obligations hereunder required to be
          performed by them at or prior to the Effective
          Time, the representations and warranties of
          Buyer contained in this Agreement and in any
          certificate delivered by Buyer or Merger
          Subsidiary pursuant hereto shall be true and
          correct in all material respects at and as of
          the Effective Time as if made at and as of such
          time, except that those representations and
          warranties which address matters only as of a
          particular date shall remain true and correct as
          of such date, and the Company shall have
          received a certificate signed by the President
          or any Vice President of each of Buyer and
          Merger Subsidiary to the foregoing effect;

               (b)  the Company shall have received all
          documents it may reasonably request relating to
          the existence of Buyer or Merger Subsidiary and
          the authority of Buyer or Merger Subsidiary to
          enter into this Agreement, all in form and
          substance reasonably satisfactory to the
          Company; and

               (c)  this Agreement and the Merger shall
          have been approved and adopted by the Board of
          Directors of each of Agri and Merger Subsidiary.

                           ARTICLE IX
                           TERMINATION

               SECTION 9.1  Termination.  This Agreement
          may be terminated and the Merger may be
          abandoned at any time prior to the Effective
          Time (notwithstanding any approval of this
          Agreement by the shareholders of the Company):

            (a)  by mutual written consent of the Company
          and Buyer;

               (b)  by either the Company or Buyer, if the
          Merger has not been consummated by September 30,
          1997;

               (c)  by either the Company or Buyer, if
          there shall be any Law that makes consummation
          of the Merger illegal or otherwise prohibited or
          if any Order enjoining Buyer or the Company from
          consummating the Merger is entered and such
          Order shall become final and nonappealable;

             (d)  by either the Company or Buyer if this
          Agreement and the Merger shall fail to be approved
          and adopted by the shareholders of the Company at
          the Company Shareholder Meeting called for such
          purpose, as set forth in Section 8.1(b) above;

               (e)  by Buyer or the Company (such
          determination to be made on behalf of the
          Company by the Special Committee in its sole
          discretion), if, consistent with the terms of
          this Agreement, the Board of Directors of the
          Company or the Special Committee withdraws,
          modifies or changes its recommendation of this
          Agreement or the Merger in a manner adverse to
          Buyer or Merger Subsidiary or shall have
          resolved to do any of the foregoing or the Board
          of Directors of the Company or the Special
          Committee shall have recommended to the
          shareholders of the Company any Competing
          Transaction or resolved to do so.

               SECTION 9.2  Effect of Termination.  If
          this Agreement is terminated pursuant to Section
          9.1, this Agreement shall become void and of no
          effect with no liability on the part of any
          party hereto, except that the agreements
          contained in Section     10.5 shall survive the
          termination hereof; provided,
          however, that, except as specifically provided
          herein, nothing herein shall relieve any party
          hereto of liability for any breach of this
          Agreement.

                           ARTICLE X
                         MISCELLANEOUS

               SECTION 10.1  Definitions.  As used herein,
          the following terms have the following
          respective meanings (such meanings to be equally
          applicable to both the singular and plural forms
          of the terms defined):

                    "Affiliate" means, with respect to a
          Person, any other Person that, directly or indirectly
          through one or more intermediaries, controls, or
          is controlled by, or is under common control
          with, such given Person.

                    "Agreement" means this Agreement and
          Plan of Merger, as the same may be supplemented,
          modified or amended from time to time.

                    "Company Subsidiaries" means GP
          Finance Corporation, a Delaware corporation, and
          Carolina Golden Products Company, a Georgia
          general partnership.

                    "Expenses" means all reasonable out-of-
          pocket expenses (including, without limitation,
          all fees and expenses of counsel, accountants,
          investment bankers, experts and consultants
          (which shall not include fees and expenses of
          officers or directors of Buyer and/or Affiliates
          thereof) and commitment fees and other financing
          fees and expenses) incurred by Buyer, Merger
          Subsidiary or the Company or on behalf of any
          such party in connection with or related to the
          authorization, preparation, negotiation,
          execution and performance of this Agreement, the
          preparation, printing, filing and mailing of the
          Company Proxy Statement and Schedule 13E-3, the
          solicitation of the shareholder approvals and
          all other matters related to the consummation of
          the transactions contemplated hereby.

                    "GAAP" means United States generally
          accepted accounting principles consistently
          applied.

                    "Governmental Authority" means any
          federal, state, county, local, foreign or other
          governmental or public agency, instrumentality,
          commission, authority, board or body, and any
          court, arbitrator, mediator or tribunal.

                    "Law" means any code, law, ordinance,
          regulation, rule or statute of any Governmental
          Authority.

                    "Lien" means any security interest, lien,
          mortgage, deed to secure debt, deed of trust,
          pledge, charge, conditional sale or other title
          retention agreement, or other encumbrance of any
          kind.

                    "Material Adverse Effect" means any
          matter that would reasonably be expected to
          affect materially and adversely the business,
          condition (financial or otherwise) or results of
          operations of the Company and the Company
          Subsidiaries considered as a whole.

                    "Order" shall mean any administrative
          decision or award, decree, injunction, judgment,
          order, quasi-judicial decision or award, ruling,
          or writ of any federal, state, local or foreign
          or other court, arbitrator, mediator, tribunal,
          administrative agency or other Governmental
          Authority.

                    "Person" means an individual, a
          corporation, a partnership, an association, a
          trust, a limited liability company or any other
          entity or organization, including a government
          or political subdivision or any agency or
          instrumentality thereof.

                    "Split Dollar Plan" means the Gold
          Kist Inc. Split Dollar Life Insurance Plan
          effective March 1, 1995, which permits Gold
          Kist, and the Company as a permitted affiliate
          of Gold Kist, to assist certain directors and
          officers of Gold Kist and its affiliates in
          providing death benefits for their beneficiaries.

                    "Surviving Corporation" means the
          Company as the surviving corporation resulting
          from the Merger.

                    The following terms are defined in the
          following Sections of this Agreement:

            Term                            Section
            "Agri"                          Opening Paragraph
            "Buyer"                         Opening Paragraph
            "Company"                       Opening Paragraph
            "Company Common Stock"          Recital A
            "Company Disclosure Documents"  3.9(a)
            "Company Proxy Statement"       3.9(a)
            "Company Securities"            3.5
            "Company Shareholder Meeting"   5.2
            "Company 10-K"                  3.7(a)
            "Company 10-Qs"                 3.8
            "Competing Transaction"         5.4
            "Exchange Act"                  3.3
            "Exchange Agent"                1.4(a)
            "Effective Time"                1.2(b)
            "GBCC"                          Recital E
            "GCMA"                          Recital E
            "Gold Kist"                     Opening Paragraph
            "Incentive Plan"                1.6
            "Merger"                        Recital E
            "Merger Consideration"          1.3(a)
            "Merger Subsidiary"             Opening Paragraph
            "Preferred Stock"               Recital A
            "Public Shareholders"           Recital C
            "R-H"                           3.11
            "Schedule 13E-3"                5.2
            "SEC"                           3.7(a)
            "Share"                         1.3(a)
            "Special Committee"             Recital C
            "Split Dollar Agreement"        6.4
            "Subsidiary Securities"         3.6

              SECTION 10.2  Notices.  Unless otherwise
          specifically provided herein, any notice, demand,
          request or other communication herein requested or
          permitted to be given shall be in writing and
          may be personally served, sent by overnight
          courier service, or sent by telecopy with a
          confirming copy sent by United States first-
          class mail, each with any postage or delivery
          charge prepaid.  For the purposes hereof, the
          addresses of the parties hereto (until notice of
          a change thereof is delivered as provided in
          this Section) shall be as follows:

          If to the Company:  Golden Poultry Company, Inc.
               c/o John W. McIntyre
               Suite 100
               7 Piedmont Center
               Atlanta, Georgia  30305
               Telephone: 404-816-5206
               Telecopy: 404-816-3537

          With a copy (which shall    Sutherland, Asbill & Brennan, L.L.P.
          not constitute notice) to:  999 Peachtree Street, N.E.
                                      Atlanta, Georgia  30309
                                      Attn: Thomas C. Herman
                                      Telephone: 404-853-8000
                                      Telecopy: 404-853-8806

          If to Buyer or Merger:      Gold Kist Inc.
          Subsidiary:                 244 Perimeter Center Parkway, N.E.
                                      Atlanta, Georgia 30346
                                      Attn:  Jack L. Lawing
                                      Telephone: 770-393-5314
                                      Telecopy: 770-393-5421

          With a copy (which shall    Alston & Bird LLP
          not constitute notice) to:  1201 West Peachtree Street
                                      Atlanta, Georgia 30309
                                      Attn: B. Harvey Hill, Jr.
                                      Telephone: 404-881-7446
                                      Telecopy: 404-881-7777

          Any notice provided hereunder shall be deemed to
          have been given on the date delivered in person, or
          on the next business day after deposit with an
          overnight courier service, or on the date
          received by telecopy transmissions.

               SECTION 10.3  No Survival of
          Representations and Warranties.  The
          representations and warranties contained herein
          and in any certificate  delivered pursuant
          hereto shall not survive the Effective Time or
          the termination of this Agreement.

               SECTION 10.4  Amendments; No Waivers.  (a)
          Any provision of this Agreement may be amended
          or waived prior to the Effective Time if, and
          only if, such amendment or waiver is in writing
          and signed by all parties hereto, or in the case
          of a waiver, by the party against whom the
          waiver is to be effective; provided that any
          such amendment and any such waiver by the
          Company shall have been approved by the Board of
          Directors of the Company, acting on the
          recommendation of the Special Committee; and
          provided, further, that after the adoption of
          this Agreement by the shareholders of the
          Company, no such amendment or waiver shall,
          without the further approval of such
          shareholders, alter or change (i) the amount or
          kind of consideration to be received in exchange
          for any shares of capital stock of the Company
          or (ii) any of the terms or conditions of this
          Agreement if such alteration or change would
          adversely affect the holders of any shares of
          capital stock of the Company.

               (b)  No failure or delay by any party in
          exercising any right, power or privilege
          hereunder shall operate as a waiver thereof nor
          shall any single or partial exercise thereof
          preclude any other or further exercise thereof
          or the exercise of any other right, power or
          privilege.  The rights and remedies herein
          provided shall be cumulative and not exclusive
          of any rights or remedies provided by law.

             SECTION 10.5  Fees and Expenses.  Except as
          otherwise provided in this Section, all Expenses
          incurred in connection with this Agreement shall
          be paid by the party incurring such Expense, provided
          that, if the Merger is not consummated, all
          printing expenses and filing fees associated
          with the preparation and distribution of the
          Company Proxy Statement shall be divided equally
          between Buyer and the Company.

             SECTION 10.6  Successors and Assigns.  The
          provisions of this Agreement shall be binding upon
          and inure to the benefit of the parties hereto and
          their respective successors and assigns,
          provided that no party may assign, delegate or
          otherwise transfer any of its rights or
          obligations under this Agreement without the
          consent of the other parties hereto except that
          Buyer may transfer or assign, in whole or from
          time to time in part, to one or more of its
          Affiliates, its rights under this Agreement, but
          any such transfer or assignment will not relieve
          Buyer of its obligations under this Agreement or
          prejudice the rights of shareholders to receive
          the Merger Consideration for Shares properly
          surrendered in accordance with Section 1.4. This
          Agreement shall not be construed so as to confer
          any right or benefit upon any person other than
          the parties to this Agreement, and their
          respective successors and assigns.

               SECTION 10.7  Governing Law.  Regardless of
          the place or places where this Agreement may be
          executed, delivered or consummated, this
          Agreement shall be governed by and construed in
          accordance with the Laws of the State of
          Georgia, without regard to any applicable
          conflicts of Laws.

              SECTION 10.8  Severability.  Any term or
          provision of this Agreement which is invalid or
          unenforceable in any jurisdiction shall, as to
          that jurisdiction, be ineffective to the extent
          of such invalidity or unenforceability without
          rendering invalid or unenforceable the remaining
          terms and provisions of this Agreement or
          affecting the validity or enforceability of any
          of the terms or provisions of this Agreement in
          any other jurisdiction.  If any provision of
          this Agreement is so broad as to be
          unenforceable, the provision shall be
          interpreted to be only so broad as is
          enforceable.

               SECTION 10.9  Captions.  The captions
          contained in this Agreement are for reference
          purposes only and are not part of this
          Agreement.

               SECTION 10.10  Interpretations.  Neither
          this Agreement nor any uncertainty or ambiguity
          herein shall be construed or resolved against
          any party, whether under any rule of
          construction or otherwise.  No party to this
          Agreement shall be considered the draftsman.
          The parties acknowledge and agree that this
          Agreement has been reviewed, negotiated and
          accepted by all parties and their attorneys and
          shall be construed and interpreted according to
          the ordinary meaning of the words used so as
          fairly to accomplish the purposes and intentions
          of all parties hereto.

               SECTION 10.11  Counterparts; Effectiveness.
          This Agreement may be signed in any number of
          counterparts, each of which shall be an
          original, with the same effect as if the
          signatures were upon the same instrument.  This
          Agreement shall become effective when each party
          hereto shall have received counterparts hereof
          signed by all of the other parties hereto.

               IN WITNESS WHEREOF, each of the parties has
          caused this Agreement to be executed on its
          behalf as of the day and year first above
          written.

                                GOLDEN POULTRY COMPANY, INC.
          Attest:

          /s/ Jack L. Lawing     By:  /s/ John W. McIntyre
          Secretary              
                                 Name: John W. McIntyre

                                 Title: Chairman, Negotiating Committee
                                        of the Board of Directors

                                 GOLD KIST INC.
          Attest:

          /s/ Jack L. Lawing     By: /s/ John Bekkers
          Secretary
                                 Name: John Bekkers

                                 Title: President/Chief Operating Officer

                                 AGRI INTERNATIONAL, INC.
          Attest:

          /s/ Jack L. Lawing     By: /s/ John Bekkers
          Secretary   
                                 Name: John Bekkers

                                 Title: President

                                 GOLDEN POULTRY ACQUISITION
                                 CORP.
                       
          Attest:
                                 By: /s/ Kenneth N. Whitmire
          /s/ Jack L. Lawing
          Secretary              Name: Kenneth N. Whitmire

                                 Title: Director