EXHIBIT-10(h)(2)


                          INTERCREDITOR AGREEMENT

                     COOPERATIEVE CENTRALE RAIFFEISEN-
        BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH,
               as a Bank, as Agent and as Collateral Agent,

                                    AND

   EACH OF THE LENDERS UNDER THE AMENDED AND RESTATED CREDIT AGREEMENT,

                               as a Lender,

                                    AND

                               COBANK, ACB,

                                as Lender,

                                    AND

               THE PRUDENTIAL INSURANCE COMPANY OF AMERICA,

                              as Noteholder,

                                    AND

                              SUNTRUST BANK,

                           WACHOVIA BANK, N.A.,

                                    and

                      HARRIS TRUST AND SAVINGS BANK,

                       as Letter of Credit Issuers,

                                    AND

                       RABO CAPITAL SERVICES, INC.,

                          as Capital Market Party

                                    AND

                              GOLD KIST INC.

                       Dated as of November 3, 2000

1.   Definitions                                                 3
2.   Appointment of Collateral Agent                             6
3.   Rights of Secured Parties Under Transaction Documents       6
4.   Notification of Event of Default                            7
5.   Actionable Default                                          7
6.   Remedies Upon Actionable Default                            7
7.   Application                                                 8
8.   Insurance Proceeds; Other Amounts                           9
9.   Release of Collateral                                       10
10.  Investment of Funds Held by Collateral Agent                10
11.  Receipt of Funds by Secured Parties
     10
12.  Action on Instructions of Secured Parties                   11
13.  Furnish Notices to Secured Parties                          12
14.  Rights, Duties and Responsibilities of the
     Collateral Agent                                            12
15.  Compensation of the Collateral Agent                        14
16.  Resignation; Removal; Appointment of Successor
     Collateral Agent                                            14
17.  Co-Agents                                                   15
18.  Additional Collateral                                       15
19.  Further Assurances, etc                                     16
20.  Governing Law                                               16
21.  Partial Invalidity                                          16
22.  Binding on Successors and Assigns                           16
23.  Captions; Interpretation                                    17
24.  Giving of Notice                                            17
25.  Authorized Agents                                           17
26.  Entire Agreement                                            18
27.  Counterparts                                                18
28.  Modifications, Amendments                                   18
29.  Third Party Beneficiaries                                   18

                          INTERCREDITOR AGREEMENT

     THIS INTERCREDITOR AGREEMENT dated as of November 3, 2000  (the
"Agreement"), by and among Cooperatieve Centrale Raiffeisen-Boerenleenbank
B.A., "Rabobank Nederland", New York Branch ("Rabobank"), as Agent for the
Lenders under the Credit Agreement (in such capacity, together with its
successors and assigns in such capacity, the "Credit Agent"), the Lenders
(as hereinafter defined), CoBank, ACB as lender pursuant to that certain
Master Loan Agreement (as hereinafter defined) (in such capacity, together
with its successors and assigns in such capacity, "CoBank"), The Prudential
Insurance Company of America as the holder of certain Prudential Notes (as
hereinafter defined) (in such capacity, together with its successors and
assigns in such capacity, "Prudential"), the Capital Market Parties (as
hereinafter defined),  the Letter of Credit Issuers (as hereinafter
defined), and Rabobank, as collateral agent (in such capacity, together
with its successors and assigns as set forth in Section 16 hereof, the
"Collateral Agent"), and Gold Kist Inc., a Georgia corporation (together
with its successors and assigns, the "Company").  This Intercreditor
Agreement is a restatement of that certain Intercreditor Agreement dated as
of August 4, 1998, and is intended to reflect the addition and deletion of
certain Persons as Secured Parties and to delete certain provisions that no
longer have applicability due to the passage of time.

                             R E C I T A L S:

          Rabobank ( together with its successors and assigns, and with all
other Lenders under the Amended and Restated Credit Agreement as defined
below, the "Lenders"), the Credit Agent, and the Company have entered into
an Amended and Restated  Credit Agreement dated as of November 3, 2000,
(said agreement, as it may hereafter be amended, restated or otherwise
modified from time to time, the "Credit Agreement") pursuant to which the
Company executed and delivered its Notes (together with any notes issued in
exchange or substitution therefor, the "Credit Notes");

          Rabo Capital Services, Inc. ( the "Capital Market Party" and,
with any Lender that may from time to time enter into a Hedging Contract
with the Company or any Subsidiary,  collectively the "Capital Market
Parties"), has entered into one or more Hedging Contracts (as defined
below) with the Company or its Subsidiaries;

          SunTrust Bank, Atlanta, Wachovia Bank, N.A., and Harris Trust and
Savings Bank (each individually a "Letter of Credit Issuer" and, with any
Lender that may from time to time issue a Letter of Credit for the account
of  the Company or any Subsidiary, collectively the "Letter of Credit
Issuers"), have each issued one or more Letters of Credit for the account
of the Company;

          Certain subsidiaries of the Company (the "Guarantors") have
executed and delivered one or more Guaranty Agreements dated as of the date
hereof  (such Guaranty Agreements, as amended or otherwise modified from
time to time, collectively the "Lender Guaranty") in favor of the Lenders,
the Capital Market Parties, and the Letter of Credit Issuers, pursuant to
which the Guarantors shall jointly and severally guarantee the full and
prompt payment when due of all principal, interest and other amounts at any
time payable under the Credit Agreement, the Credit Notes, the Collateral
Documents (as hereinafter defined), any Hedging Contracts, and any Letter
of Credit;

          The Company has entered into that certain Master Loan Agreement,
dated as of August 1, 1996, with CoBank, as amended December 23, 1997, that
certain multiple Advance Term Loan Supplement dated September 1, 1997 with
CoBank, that certain Uncommitted Revolving Credit Supplement dated December
23, 1997 with CoBank, and that certain Debt Repurchase Agreement dated
October 26, 1994 (such agreements as they may hereafter be replaced,
amended, restated or otherwise modified from time to time, including,
without limitation, replacement of the Debt Repurchase Agreement dated
October 26, 1994 by a document entitled "Debt Repurchase Agreement", from
the Company for the benefit of CoBank, as Agent, and a group of lenders,
including CoBank, upon its execution on or about December of 2000 in
connection with a loan to Young Pecan Company, the "CoBank Agreements")
pursuant to which the Company has issued its Notes (together with any notes
issued in exchange or substitution therefor, the "CoBank Notes");

          The Guarantors have negotiated, executed and delivered a Guaranty
dated as of                           (such Guaranty, as amended or
otherwise modified from time to time, the "CoBank Guaranty"), pursuant to
which the Guarantors jointly and severally guarantee the payment when due
of all principal, interest, premium and other amounts at any time payable
under the CoBank Agreements, the CoBank Notes and the Collateral Documents;

          The Company has entered into that certain Note Purchase and
Private Shelf Agreement dated February 11, 1997, with Prudential, and that
certain Note Agreement dated June 3, 1991 with Prudential (such agreements
as they may hereafter be amended, restated or otherwise modified from time
to time, the "Prudential Agreements"),  pursuant to which the Company has
issued its Notes to Prudential (together with any notes issued in exchange
or substitution therefor, the "Prudential Notes");

          The Guarantors have negotiated, executed and delivered a Guaranty
dated as of August 4, 1998  (such Guaranty, as amended or otherwise
modified from time to time, the "Prudential Guaranty"), pursuant to which
the Guarantors jointly and severally guarantee the payment when due of all
principal, interest, make-whole amount and other amounts at any time
payable under the Prudential Agreements, the Prudential Notes and the
Collateral Documents;

          To secure their obligations under the Transaction Documents (as
hereinafter defined) and the Collateral Documents (as hereinafter defined),
the Company and the Guarantors have executed and delivered to the
Collateral Agent, for the benefit of the Collateral Agent and the Secured
Parties (as hereinafter defined), the Security Agreement dated November 3,
2000  (as amended or otherwise modified from time to time, the "Security
Agreement"), pursuant to which the Company and the Guarantors have assigned
and granted to the Collateral Agent, for the benefit of the Collateral
Agent and the Secured Parties (as hereinafter defined), a first priority
lien on and security interest in certain rights and property of the Company
and the Guarantors;

          Further to secure its obligations under the Transaction Documents
and the Collateral Documents, the Company has executed and delivered (or,
pursuant to the terms of the Credit Agreement, will execute and deliver) to
the Collateral Agent, for the benefit of the Collateral Agent and the
Secured Parties (as hereinafter defined), other mortgages, deeds to secure
debt, deeds of trust, security agreements, or other documents of conveyance
(as amended or otherwise modified from time to time, the  "Additional
Security Agreements"), pursuant to which the Company has (or will) granted
to the Collateral Agent, for the benefit of the Collateral Agent and the
Secured Parties (as hereinafter defined), a first priority lien on and
security interest in certain other rights and property of the Company;

          The Credit Agent, the Lenders, CoBank, Prudential, each Capital
Market Party and each Letter of Credit Issuer (each individually a "Party"
and collectively, with each other entity executing and delivering Exhibit A
hereto, the "Parties") and the Company and the Guarantors have agreed that
the Obligations (as hereinafter defined) shall be equally and ratably
secured pursuant to the Collateral Documents and guaranteed by the
Guaranties (as hereinafter defined); the Parties desire that Rabobank shall
be the Collateral Agent to act on behalf of all Parties regarding the
Collateral and with respect to payments made pursuant to the Guarantees,
all as more fully provided herein; and the Parties have entered into this
Agreement to, among other things, further define the rights, duties,
authority and responsibilities of the Collateral Agent and the relationship
between the Parties regarding their interests in the Collateral and rights
with respect to payments made pursuant to the Guaranties.

                           A G R E E M E N T S:

     NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties, intending to be
legally bound, agree as follows:

1.   Definitions.

     The following terms shall have the following meanings for all purposes
of this Agreement:

     "Accounts" has the meaning ascribed in the Security Agreement.

     "Actionable Default" means both (a) an Event of Default shall have
occurred in respect of one or more of the Transaction Documents and (b) any
of the Obligations thereunder shall have become due and payable as a result
of such Event of Default.

     "Business Day" means any day other than a Saturday, a Sunday or a day
on which commercial banks in New York, New Jersey, or Georgia are required
or authorized to be closed.

     "Claim" means, as of the date of determination thereof, without
duplication, the sum of: (i) the amount of all Obligations owing to any
Secured Party as of the receipt of a notice of Actionable Default pursuant
to Section 5 hereof; plus (ii) any Make Whole Premium and/or interest on
the amount of the Claim outstanding from time to time at the times and at
the amount or rate provided in the relevant Transaction Documents; plus
(iii) the amount of costs and expenses incurred from time to time in
connection with the Secured Indebtedness and/or the Transaction Documents;
less (iv) amounts distributed to it pursuant to Section 7 (except to the
extent such distributions are rescinded or must otherwise be returned for
any reason); and less (v) any amounts received from the Company or the
Guarantors or any other source on account of the Claim after receipt of a
notice of Actionable Default which has not been withdrawn, unless such
amounts are paid to the Collateral Agent to be distributed as provided in
Section 7 of this Agreement.  The Claim shall not be reduced by any amount
bid by the Collateral Agent at any foreclosure sales, Uniform Commercial
Code ("UCC") sales or other similar sales, or by any amount received by the
Collateral Agent or any Secured Party as a result of the exercise of
set-off rights or other remedies by the Collateral Agent or any Secured
Party, until such time as the property or funds received by the Collateral
Agent are distributed as provided in Section 7 of this Agreement.

     "CoBank Agreements" has the meaning ascribed in the recitals.

     "CoBank Notes" has the meaning ascribed in the recitals.

     "Collateral" means (i) all "Collateral", as defined in the Security
Agreement and in any Additional Security Agreement, and (ii) all other
property, real, personal or mixed, tangible or intangible, of the Company
or any Guarantor, whether now owned or hereafter acquired, in which the
Collateral Agent is at any time or from time to time granted or obtains a
lien, mortgage, security interest or other interest for the benefit of the
Secured Parties to secure all or any part of the Obligations.

     "Collateral Agent" has the meaning ascribed in the recitals.

     "Collateral Documents" means this Agreement, the Security Agreement,
and the Additional Security Agreements, and any other agreement granting a
Secured Party a security interest in any Collateral,  as each may be
amended or supplemented from time to time.

     "Credit Agreement" has the meaning ascribed in the recitals.

     "Credit Agent" has the meaning ascribed in the introduction.

     "Credit Notes" has the meaning ascribed in the recitals.

     "Enforcement Costs" has the meaning ascribed in the Security
Agreement.

     "Event of Default" means (i) an Event of Default as that term is
defined in any Transaction Document or any Collateral Document, which has
not been cured or waived in accordance with the terms of such Transaction
Document or Collateral Document, (ii) any of the Collateral Documents or
Transaction Documents shall cease to be in full force and effect or shall
be declared null and void, (iii) the validity or enforceability of any of
the Collateral Documents or Transaction Documents shall be contested by the
Company or any of the Guarantors, or (iv) the Company or any of the
Guarantors shall deny that it has any further liability to the Collateral
Agent or any of the Secured Parties with respect to any of the Transaction
Documents or Collateral Documents.

     "Guaranties" means the Lender Guaranty, the CoBank Guaranty, and the
Prudential Guaranty and any other guaranty which may hereafter be issued by
any Person in respect of any Obligations.

     "Guarantor" has the meaning ascribed in the recitals but also shall
include each other Person which has issued or hereafter may issue a
guaranty in respect of any Obligation.

     "Hedging Contract" means any foreign exchange contract, currency swap
agreement, interest rate exchange agreement, interest rate cap agreement,
interest rate collar agreement, and other similar agreements and
arrangements entered into by any Person designed to protect against
fluctuations in either foreign exchange rates or  interest rates.

     "Inventory" has the meaning ascribed in the Security Agreement.

     "Lender" has the meaning ascribed in the recitals.

     "Lender Guaranty" has the meaning ascribed in the recitals.

     "Letter of Credit" means any letter of credit issued by any Lender or
any Letter of Credit Issuer for the account of the Company or any
Subsidiary.

     "Obligations" means all amounts at any time due or to become due from
the Company or any Guarantor to each of the Secured Parties severally, and
all Secured Parties collectively, in connection with the Secured
Indebtedness or in connection with the performance of the Company's and the
Guarantors' obligations hereunder, under the Transactions Documents or
under the Collateral Documents,  together with all amounts due to the
Collateral Agent under this Agreement, including fees, expenses and
indemnities, whether now or hereafter arising or existing.

     "Officer's Certificate" means a certificate signed by the chief
financial officer, treasurer or chief accounting officer of the Company.

     "Party" has the meaning ascribed in the recitals.

     "Person" means and includes an individual, a corporation, a
partnership, an unincorporated association, a trust or any other entity or
organization, including, but not limited to, a government or political
subdivision or agency or instrumentality thereof.

     "Prudential Agreement" has the meaning ascribed in the recitals.

     "Prudential Notes" has the meaning ascribed in the recitals.

     "Remedies Demand" has the meaning ascribed in Section 6 hereof.

     "Required Lenders" means, as of any date, "Required Lenders" as
defined in the Credit Agreement.

     "Required Secured Parties" means each of the Required Lenders, CoBank,
and Prudential.

     "Secured Indebtedness" means the indebtedness which is secured by the
Collateral Documents and entitled to the benefits thereof.

     "Secured Parties" means (i) each Lender having a Credit Note, Letter
of Credit or Hedging Contract outstanding, (ii) CoBank, so long as any
Obligations are owed to CoBank, (iii) Prudential, so long as any
Obligations are owed to Prudential, (iv) each Capital Market Party to which
any Obligations are owed, (v) any Letter of Credit Issuer, and (vi) any
other Person which shall have become a "Secured Party" pursuant to Section
22 hereof, so long as such Person shall hold Secured Indebtedness of the
Company or any Guarantor.

     "Security Agreement" has the meaning ascribed in the recitals.

     "Transaction Documents" means the Credit Agreement, each of the Credit
Notes, the Lender Guaranty, the CoBank Agreement, each of the CoBank Notes,
the CoBank Guaranty, each of the Prudential Notes, the Prudential
Agreements, the Prudential Guaranty, any Hedging Contract, any Letter of
Credit and each other loan agreement, credit agreement, note agreement or
other similar agreement, promissory note or guaranty entered into by a
Secured Party with the Company or any Guarantor which is secured pursuant
to the Collateral Documents, as each such document may from time to time be
amended, restated, or otherwise modified.

2.   Appointment of Collateral Agent.

     Each of the Lenders, CoBank, Prudential, each of the Capital Market
Parties, and each Letter of Credit Issuer designates and appoints Rabobank
to serve as the Collateral Agent under this Agreement, and each of the
Lenders, CoBank, Prudential, each of the Capital Market Parties, and each
Letter of Credit Issuer affirms its designation and appointment of
Rabobank, as Collateral Agent under the Collateral Documents.  Each Secured
Party authorizes the Collateral Agent to act as agent for the Secured
Parties for the purposes of executing and delivering on behalf of the
Secured Parties the Collateral Documents (other than this Agreement) and,
subject to the provisions of this Agreement, enforcing the Secured Parties'
rights in respect of the Collateral and the Obligations of the Company and
the Guarantors under the Collateral Documents, together with such other
powers as are reasonably incidental thereto.

3.   Rights of Secured Parties Under Transaction Documents.

     Each of the Secured Parties may exercise its rights under those
Transaction Documents to which it is a party, including but not limited to
its right to declare a default and accelerate the indebtedness owed
thereunder.  Notwithstanding anything contained in this Section 3 to the
contrary, except as provided in this Agreement, none of the Secured Parties
may take any action as to the Collateral, including its right to credit bid
at foreclosure sales, UCC sales or other similar sales.  The Collateral
Agent and each of the Secured Parties agree that the liens and security
interests granted to the Collateral Agent under the Collateral Documents
shall at all times be shared by the Secured Parties as expressly provided
herein.

     Notwithstanding anything to the contrary contained in any Transaction
Document, in any Collateral Document,  or in any other document pertaining
to the subject matters of this Agreement and notwithstanding any priority
in time of creation, recordation, attachment or perfection of any lien or
security interest in favor of any Secured Party, or the time of the
execution and delivery of any of the Guaranties, each Secured Party agrees
that, at all times, whether before, after or during the pendency of any
bankruptcy, reorganization or other insolvency proceeding, each Secured
Party shall be pari passu with each other Secured Party with respect to the
priority of liens on and security interests in the Collateral and with
respect to the proceeds of the Collateral and payments in respect of the
Guaranties.  In furtherance of the foregoing, each Secured Party agrees
that any lien or proceeds received (net of reasonable related fees and
costs of collection) as a result of the commencement of any legal or
equitable proceedings against the Company or any Guarantor in connection
with the Obligations will be shared with all other Secured Parties pursuant
to Section 11.

4.   Notification of Event of Default.

     (a)  Each Secured Party shall (or, in the case of the Lenders, at
     their option, shall cause the Credit Agent to) deliver to the
     Collateral Agent, with a copy sent simultaneously to the Company, if
     the Company has not otherwise been notified thereof, a notice in
     writing of any Event of Default and the nature thereof promptly (and
     in any event within 3 Business Days) after it learns of the occurrence
     thereof.

     (b)  Any Secured Party (or the Credit Agent, as the case may be) which
     has given notice of an Event of Default shall also give prompt (in any
     event within 3 Business Days) notice to the Collateral Agent, with
     copies sent simultaneously to the Company, if the Company has not
     otherwise been notified thereof, upon learning of any cure of the
     Event of Default or upon any waiver thereof.

5.   Actionable Default.

     Each Secured Party shall (or, in the case of the Lenders, at their
option, shall cause the Credit Agent to) deliver to the Collateral Agent a
notice in writing of an Actionable Default and the nature thereof promptly
(and in any event within 1 Business Day) after it learns of the occurrence
of an Actionable Default.  Any Secured Party (or the Credit Agent, as the
case may be) which has given a notice of an Actionable Default shall be
entitled to withdraw it in accordance with the terms of the applicable
Transaction Documents by delivering a written notice of withdrawal to the
Collateral Agent; provided, that no such withdrawal may be made (i) after
the receipt by the Collateral Agent of a Remedies Demand, unless such
withdrawal is made by the sender of the Remedies Demand, or (ii) after the
Collateral Agent takes any action to exercise any right, power or remedy
with respect to the Collateral pursuant to this Agreement.  Any notice of
the occurrence or withdrawal of an Actionable Default given by any Secured
Party, the Credit Agent or the Collateral Agent pursuant hereto may be
included in a notice of the occurrence or withdrawal, as the case may be,
of an Event of Default given pursuant to Section 4(a) or 4(b) hereof.

6.   Remedies Upon Actionable Default.

     If and only if the Collateral Agent shall have received a notice of an
Actionable Default, and during such time as such notice of an Actionable
Default shall not have been withdrawn in accordance with the provisions of
Section 5, any one of the Required Lenders or CoBank or Prudential may send
to the Collateral Agent in writing a demand for the exercise by the
Collateral Agent, subject to the provisions of this Section 6, of rights,
powers and remedies hereunder and under the Collateral Documents (a
"Remedies Demand").  After receipt of a Remedies Demand, the Collateral
Agent shall exercise such of the rights, powers and remedies available to
it hereunder and in the Collateral Documents as it is instructed to
exercise, by any one of the Required Lenders or CoBank  or Prudential.

7.   Application.

     (a)  The Collateral Agent, for the benefit of the Secured Parties,
     shall establish and maintain one or more segregated accounts ( the
     "Collateral Reserve Accounts"), which shall bear a designation clearly
     indicating that funds deposited therein are held for the benefit of
     the Secured Parties, and shall deposit therein all cash proceeds
     received in its capacity as Collateral Agent.

     (b)  Following a Remedies Demand, or receipt of funds from a Secured
     Party pursuant to Section 3 or Section 11 following an Actionable
     Default, all monies held by the Collateral Agent, from whatever source
     derived, shall, to the extent available for distribution, be
     distributed by the Collateral Agent on any Business Day fixed by the
     Collateral Agent for the distribution of said monies, the first of
     which date shall occur on the earlier of 30 days (or if such date is
     not a Business Day, the next succeeding Business Day) after (i) the
     receipt of a notice of Actionable Default pursuant to Section 5 hereof
     or (ii) the date the aggregate balance in the Collateral Reserve
     Accounts exceeds $1,000,000 (provided, however, that the initial
     distribution to the Secured Parties pursuant to paragraph SECOND below
     is subject to the satisfaction of the conditions set forth in the
     penultimate sentence of Section 7(c)), and the balance of which monies
     held from time to time by the Collateral Agent shall so long as any
     amounts in excess of $1,000,000 remain in the Collateral Reserve
     Accounts, be distributed on the corresponding date (or, if such
     corresponding date is not a Business Day, the next succeeding Business
     Day) in each calendar month thereafter, as follows:

     FIRST: To the payment of all Enforcement Costs and other costs,
expenses, liabilities and advances made or incurred by the Collateral Agent
or the Secured Parties, or any of them, in connection with the
administration, collection and enforcement of the Obligations and the sale
or other realization upon the Collateral, including reasonable attorneys'
fees and expenses of the Collateral Agent and the reasonable fees of the
Collateral Agent, which fees, costs, expenses, liabilities and advances are
unpaid as of such date of distribution;

     SECOND: To each of the Secured Parties to the extent of the Secured
Parties' respective Claims, calculated on the date of distribution
(regardless of whether such Claims have matured, by acceleration or
otherwise), which arose under or in connection with the Credit Agreement,
each of the Credit Notes, the Lender Guaranty, the CoBank Agreements, each
of the CoBank Notes, the CoBank Guaranty, each of the Prudential Notes, the
Prudential Agreements, the Prudential Guaranty, any Hedging Contract (other
than the Rabobank Total Return Swap, as that term is defined in the Credit
Agreement), any Letter of Credit issued for the account of the Company or
any Guarantor, or any guarantee issued by the Company or any Guarantor
(other than any guarantee of recourse obligations of Agratrade Financing,
Inc.) (such Claims hereinafter referred to as "Priority Claims"), in an
amount equal to a percentage of the funds available for distribution, which
percentage shall be determined by dividing each of the Secured Parties'
respective  Priority Claims, as of the date of determination by the total
amount of the Priority Claims of all Secured Parties as of the date of
determination, without priority of any one over any other, until the
Priority Claims have been paid in full; and

     THIRD: To each of the Secured Parties to the extent of the Secured
Parties' respective Claims, calculated on the date of distribution
(regardless of whether such Claims have matured, by acceleration or
otherwise), which are not Priority Claims (such Claims hereinafter referred
to as "Secondary  Claims"), in an amount equal to a percentage of the funds
available for distribution, which percentage shall be determined by
dividing each of the Secured Parties' respective Secondary Claims, as of
the date of determination by the total amount of the Secondary Claims of
all Secured Parties as of the date of determination, without priority of
any one over any other, until the Secondary Claims have been paid in full;
and

     FOURTH: Any surplus then remaining shall be paid to each of the
Company or the Guarantors as their interests may appear, or as a court of
competent jurisdiction may direct.

     (c)  In determining the amount of the Priority Claims and the
     Secondary Claims, the Collateral Agent shall be entitled to rely on a
     written statement from each Secured Party (or, in the case of the
     Lenders, from the Credit Agent) sent to the Collateral Agent, stating
     the amount which said Secured Party in good faith reasonably believes
     to be its Priority Claim and its Secondary Claim.  Such statements
     shall be conclusive or binding on any Secured Party which has failed
     to object to the statement within 5 Business Days of receipt of a copy
     of said statement.  Each Secured Party (or, in the case of the
     Lenders, the Credit Agent) agrees to give such a statement as to the
     amount of its Claims (i) as of the date of a notice of Actionable
     Default pursuant to Section 5 hereof (which statement (x) from or on
     behalf of the Secured Parties sending a notice of Actionable Default
     shall accompany or be included in such notice, and (y) from or on
     behalf of the other Secured Parties shall be given within 5 Business
     Days after receipt of a copy of such notice) and (ii) as of the date
     of receipt of any written request of the Collateral Agent, within 5
     Business Days of receipt of such request.  Prior to making any
     distribution hereunder, the Collateral Agent shall make a request to
     each Secured Party for a statement of claim in accordance with Clause
     (ii) of the immediately preceding sentence if the most recent
     statements of claims then in the possession of the Collateral Agent
     are more than 30 days old.

     (d)  All monies received and held by the Collateral Agent in the
     Collateral Reserve Accounts at any time shall be held by the
     Collateral Agent in the Collateral Reserve Accounts for distribution
     to the Secured Parties pursuant to this Section 7.

     (e)  If at any time any amount which has been delivered to or put in
     the possession, custody or control of any Secured Party by the
     Collateral Agent pursuant to this Section 7 must be restored or
     returned by the Collateral Agent to the Company or any Guarantor,
     each Secured Party, to the extent of any portion of such amount which
     was distributed to it by the Collateral Agent, shall return such
     amount or portion thereof to the Collateral Agent.

8.   Insurance Proceeds; Other Amounts.

     (a)  All insurance proceeds (net of costs incurred in obtaining
     payment of such proceeds) received, directly or indirectly, by the
     Collateral Agent pursuant to the Collateral Documents, the Transaction
     Documents or otherwise shall be deposited in the Collateral Reserve
     Account.

     (b)  Any other amounts received by the Collateral Agent from any
     source whatsoever related, directly or indirectly, to the sale,
     disposition or collection of the Collateral or otherwise shall be
     deposited in the Collateral Reserve Account.

     (c)  After a Remedies Demand, any amounts in the Collateral Reserve
     Account arising under this Section 8 shall be applied as set forth in
     Section 7.

9.   Release of Collateral.

     The Collateral Agent will not release Collateral from the Liens
created by the Collateral Documents except (i) for releases expressly
authorized by the Collateral Documents, or (ii) with the consent, or upon
the direction, of all of the Secured Parties.

10.  Investment of Funds Held by Collateral Agent.

     The Collateral Agent shall invest and reinvest monies held by it from
time to time in repurchase agreements with any major national brokerage
firm or bank (which may include the commercial banking department of the
Collateral Agent or any bank or trust company under common control with the
Collateral Agent) fully secured by obligations issued or guaranteed by the
United States, and subject at all times to the liens and security interests
granted by the Collateral Documents.  All such investments and the interest
and income received thereon and therefrom and the net proceeds realized
upon the sale thereof shall be held by the Collateral Agent in the
Collateral Reserve Accounts, to be distributed pursuant to Section 7.

11.  Receipt of Funds by Secured Parties

     (a)  If at any time any Secured Party acquires custody, control or
     possession of any Collateral or proceeds therefrom or receives any
     payments under a Guaranty, including through the exercise of set off,
     other than by distribution from the Collateral Agent pursuant to the
     terms of this Agreement, or if any Secured Party shall receive any
     distributions of any Collateral or the proceeds therefrom or payments
     under any Guaranty from the Collateral Agent in error or otherwise
     than in accordance with the requirements of this Agreement, such
     Secured Party shall promptly cause such Collateral or proceeds to be
     delivered to or put in the custody, possession or control of the
     Collateral Agent for disposition or distribution in accordance with
     the provisions of Section 7. No Secured Party shall have any liability
     to the Company, the Guarantors or any other Secured Party for any such
     delivery to or putting in the custody, possession or control of the
     Collateral Agent of any Collateral or proceeds in accordance with the
     foregoing or in accordance with Section 11(b), and the Company and the
     Guarantors each hereby indemnify and hold harmless each Secured Party
     with respect to all losses, liabilities, claims or damages to which
     any of them may become subject, or which they may incur, as a result
     of such Secured Party's delivery to or putting in the custody,
     possession or control of the Collateral Agent any Collateral or
     proceeds in accordance with the foregoing or in accordance with
     Section 11(b), with the exception of such Secured Party's willful
     misconduct or gross negligence.  Until such time as the provisions of
     this Section 11(a) have been complied with, such Secured Party shall
     be deemed to hold all such Collateral and proceeds in trust for the
     Secured Parties entitled thereto hereunder, subject to the Company's
     right to use such Collateral and the proceeds thereof as provided in
     the Collateral Documents.

     (b)  If (i) at any time after the occurrence of an Actionable Default
     and for so long as such Actionable Default is continuing, any Secured
     Party shall receive payment (voluntary or involuntary) on account of
     any Obligation from or on behalf of the Company or any Guarantor or
     otherwise or (ii) at any time any Secured Party shall receive payment
     (voluntary or involuntary) on account of any Obligation, by way of the
     exercise of any remedy or right of setoff (or similar right) with
     respect to any assets (whether or not such assets shall constitute
     Collateral) of the Company or any Guarantor or as a result of any
     counterclaim, purchase of any participation by the Company or any
     Guarantor or otherwise, then such payment shall be deemed to be the
     proceeds of Collateral and shall be delivered to or put in the
     custody, possession or control of the Collateral Agent for disposition
     or distribution by the Collateral Agent in accordance with Section 7
     and until so turned over shall be held by such Secured Party in trust
     for the Secured Parties and the Collateral Agent.  Except as
     specifically provided in this Section 11, each Secured Party agrees
     that, until the indefeasible payment in full of the Obligations, it
     will exercise all of its rights to set-off and to apply any and all
     deposits general, time or demand, provisional or final) at any time
     held and other indebtedness at any time owing by such Secured Party to
     or for the credit or account of the Company or any Guarantor, against
     the Obligations first, and not to any other obligations of the Company
     or such Guarantor to such Secured Party.

     (c)  The provisions of Section 11(a) and 11(b)(ii) shall not apply to
     any payment made by the Company not in violation of any of the
     Transaction Documents prior to the occurrence of an Actionable
     Default.

     (d)  If any Secured Party makes any payment to the Collateral Agent
     for the benefit of the other Secured Parties pursuant to Section
     11(b), the Collateral Agent shall, upon the request of the Secured
     Party that made such payment, request of each other Secured Party, and
     each other Secured Party agrees to transfer to the Secured Party that
     made such payment a portion of such other Secured Party's claim
     against the Company or any Guarantor equal to the amount such other
     Secured Party received from the Collateral Agent as a result of such
     payment.

     (e)  If at any time any amount which has been delivered to or put in
     the possession, custody or control of the Collateral Agent by any
     Secured Party (a "distributing Secured Party") pursuant to this
     Section 11 must be restored or returned by the distributing Secured
     Party to the Company or any Guarantor, the Collateral Agent, to the
     extent it has not distributed such amount to the Secured Parties, and
     each Secured Party, to the extent of any portion of such amount which
     was distributed to it by the Collateral Agent, shall return such
     amount or portion thereof to the distributing Secured Party.

12.  Action on Instructions of Secured Parties.

     (a)  Except as otherwise provided in this Agreement, and in accordance
     with the provisions of Section 6, the Collateral Agent agrees to make
     only such demands and give only such notices under the Collateral
     Documents as it is instructed in writing to give, and to take only
     such action to enforce the Collateral Documents and to only collect
     and/or dispose of the Collateral or any portion thereof as it is
     instructed in writing to take, collect or dispose of, by any one of
     the Required Lenders or CoBank or Prudential. The Collateral Agent
     agrees not to release the Collateral or any portion thereof except in
     accordance with Section 9 hereof.  The Collateral Agent shall not
     grant any consent or waiver in connection with, execute any amendment
     to or modification of, or exercise any discretion granted to it under
     any of the Collateral Documents, except in accordance with Section 28
     hereof.  Notwithstanding anything herein to the contrary, the
     Collateral Agent shall not be required to take any action that is in
     its opinion contrary to law or to the terms of this Agreement or any
     of the Collateral Documents, or would in its reasonable opinion
     subject it or any of its officers, employees or directors to personal
     liability.

     (b)  The Collateral Agent may at any time request directions from the
     Secured Parties as to any course of action or other matter relating
     hereto.  The Collateral Agent shall be fully protected in acting, or
     in refraining from acting hereunder in accordance with instructions
     signed by (1) as to any matters expressly provided for by this
     Agreement, the requisite Secured Parties expressly provided in the
     relevant provisions hereof (including, without limitation, Section 5,
     subject to the provisions of clause (i) of the proviso contained
     therein, and paragraph (a) of this Section 12) and (2) as to any
     matters not expressly provided for by this Agreement, in accordance
     with instructions signed by the Required Secured Parties, and in all
     such cases, any action taken or failure to act pursuant thereto shall
     be binding on all of the Secured Parties.

13.  Furnish Notices to Secured Parties.

     Promptly upon the receipt or giving of any notice, report or other
information or document contemplated by this Agreement, the Collateral
Agent shall furnish a copy thereof to each of the Secured Parties; provided
that, the failure to furnish such copies shall not create any liability on
the part of the Collateral Agent.

14.  Rights, Duties and Responsibilities of the Collateral Agent.

     (a)  Prior to the occurrence of an Event of Default, the Collateral
     Agent undertakes to perform such duties and only such duties as are
     specifically set forth in this Agreement.

     (b)  In the absence of bad faith, the Collateral Agent may
     conclusively rely, as to the truth of the statements and the
     correctness of the opinions expressed therein, upon certificates or
     opinions furnished to the Collateral Agent conforming to the
     requirements of this Agreement

     (c)  During the continuance of an Event of Default, the Collateral
     Agent shall use the same degree of care and skill in its exercise as a
     prudent Person would exercise or use under the circumstances when
     acting on behalf of another Person in the conduct of such other
     Person's affairs.

     (d)  No provision of this Agreement shall be construed to relieve the
     Collateral Agent from liability for its own gross negligence or its
     own willful misconduct, except that:

          (i)  this subsection shall not be construed to limit the effect
          of paragraph (c) of this Section 14;

          (ii) the Collateral Agent shall not be liable for any error of
          judgment made in good faith by an officer of the Collateral Agent
          unless the Collateral Agent was grossly negligent in ascertaining
          the pertinent facts; and

          (iii)     the Collateral Agent shall not be liable with respect
          to any action taken or omitted to be taken by it in good faith in
          accordance with the direction of any one of the Required Lenders
          or CoBank or Prudential, or any combination of the foregoing, if
          and as expressly required by and provided in this Agreement,
          unless such action or omission to act is expressly required by
          this Agreement to be taken only in accordance with the direction
          of the Required Secured Parties or all of the Secured Parties,
          and in either such event, the Collateral Agent shall not be
          liable with respect to any action taken or omitted to be taken by
          it in good faith in accordance with the direction of the Required
          Secured Parties or all of the Secured Parties, as applicable.

     (e)  No provision of this Agreement shall require the Collateral Agent
     to expend or risk its own funds or otherwise incur any financial
     liability in the performance of any of its duties hereunder, or in the
     exercise of any of its rights or powers, if it shall have reasonable
     grounds for believing that repayment of such funds or adequate
     indemnity against such risk or liability is not reasonably assured to
     it.

     (f)  (i) The Company and the Guarantors shall indemnify the Collateral
     Agent, the Secured Parties and their respective directors, officers,
     employees and agents from, and hold each of them harmless against, any
     and all losses, liabilities, claims or damages to which any of them
     may become subject, or which the Collateral Agent or the Secured
     Parties may reasonably incur as a result of the execution, delivery or
     performance under the Collateral Documents, or as a result of the
     Collateral Agent's serving as such thereunder (including, without
     limitation, counsel fees and disbursements and environmental
     liabilities arising from or related to any of the properties described
     in the Collateral Documents), (ii) each Secured Party severally agrees
     to indemnify the Collateral Agent, to the extent the Collateral Agent
     shall not have been reimbursed by the Company or the Guarantors,
     ratably in accordance with the percentage which the outstanding
     principal amount of the Claims held by it bears to the aggregate
     principal amount of the Claims held by all Secured Parties (as to each
     Secured Party, its "Percentage Interest"), for any and all
     liabilities, obligations, losses, damages, penalties, actions,
     judgments, suits, costs, expenses which the Collateral Agent may incur
     as a result of the execution, delivery or performance under the
     Collateral Documents or as a result of the Collateral Agent's serving
     as such thereunder (including, without limitation, counsel fees and
     disbursements and environmental liabilities arising from or related to
     any of the properties described in the Collateral Documents and any
     actions taken by the Collateral Agent, at the direction of any one of
     the Required Lenders or CoBank or Prudential, or any combination of
     the foregoing, or the Required Secured Parties, in each case if and as
     expressly required and provided by this Agreement, to enforce any of
     the Collateral Documents), but in all such cases excluding any such
     losses, liabilities, claims, damages or expenses incurred by reason of
     the gross negligence, willful misconduct or bad faith of the
     Collateral Agent.

     (g)  The Collateral Agent shall not be responsible for any recitals,
     statements, representations or warranties herein or in any of the
     Collateral Documents or for insuring or inspecting the Collateral or
     for paying or discharging any tax, assessment, governmental charge or
     lien affecting the Collateral, nor shall the Collateral Agent be bound
     to ascertain or inquire as to the performance or observance of any
     covenants, conditions or agreements of the Company or any Guarantor
     contained herein or in any of the Collateral Documents, including but
     not limited to agreements by the Company to maintain insurance and pay
     taxes; provided, however, that nothing in this subsection (g) shall
     relieve the Collateral Agent of the performance of any of its duties
     specifically set forth in this Agreement

     (h)  The Collateral Agent makes no representation or warranty as to
     the validity, sufficiency or enforceability of this Agreement or any
     of the Collateral Documents or Transaction Documents against any other
     Person, as to the value, title, condition, fitness for use of, or
     otherwise with respect to the Collateral or as to the perfection of
     the liens or security interests created thereby.

     (i)  The Collateral Agent may rely upon and shall be protected in
     acting or refraining from acting upon and, absent a request by any one
     of the Required Lenders or CoBank or Prudential, shall not be bound to
     investigate the facts or matters stated in any resolution,
     certificate, statement, instrument, opinion, report, notice, request,
     direction, consent, order, bond, note or other paper or document
     reasonably believed by it to be genuine and to have been signed or
     presented by the proper party or parties.

     (j)  The Collateral Agent may consult with counsel, appraisers,
     engineers, accountants and other skilled persons to be selected by the
     Collateral Agent and which are reasonably acceptable to the Required
     Secured Parties and the written advice of any thereof shall be full
     and complete authorization and protection in respect of any action
     taken, suffered or omitted by it hereunder in good faith and in
     reasonable reliance thereon.

     (k)  The provisions of this Section 14 apply to and are for the
     benefit of the Collateral Agent only in its capacity as such, and not
     in its capacity as the Credit Agent or as a Lender.

15.  Compensation of the Collateral Agent.

     The Collateral Agent shall be entitled to reimbursement for all
reasonable expenses, disbursements and advances incurred or made by it, in
and about the administration of the matters herein provided for and in and
about the foreclosure, enforcement or other protection of this Agreement,
the Collateral or the liens and security interests provided in the
Collateral Documents.

16.  Resignation; Removal; Appointment of Successor Collateral Agent.

     The Collateral Agent may resign at any time by giving at least 30
days' prior notice thereof to the Secured Parties (such resignation to take
effect upon the acceptance of a successor collateral agent as hereinafter
provided).  The Collateral Agent may be removed as Collateral Agent
hereunder for or without cause, at any time by the Required Lenders (which,
solely for purposes of this Section 16, shall be determined by excluding
from such determination the principal amount of Secured Indebtedness held
by the Collateral Agent in its capacity as a Lender) and CoBank and
Prudential, and such removal shall be effective upon (but not until) the
appointment and acceptance of a successor Collateral Agent as hereinafter
provided.  In the event of any such resignation or removal of the
Collateral Agent, the Required Secured Parties shall thereupon have the
right to appoint a successor Collateral Agent. If no acceptable successor
Collateral Agent shall have been so appointed by the Required Secured
Parties and shall have accepted such appointment within 30 days after the
retiring Collateral Agent's giving of notice of resignation or its removal,
the retiring Collateral Agent shall, on behalf of the Secured Parties,
appoint a successor collateral agent.

     Any successor collateral agent appointed by the Collateral Agent
pursuant to this Section 16 shall be a commercial bank organized under the
laws of the United States of America or any state thereof and having a
combined capital and surplus of at least $200,000,000.  Upon the acceptance
of any appointment as collateral agent hereunder by a successor collateral
agent, such successor collateral agent shall thereupon succeed to and
become vested with all the rights, powers, privileges and duties of the
retiring or removed Collateral Agent, and the retiring or removed
Collateral Agent shall thereupon be discharged from its duties and
obligations hereunder.  After any retiring or removed Collateral Agent's
resignation or removal hereunder as collateral agent, the provisions of
this Agreement shall continue in effect for its benefit in respect of any
actions taken or omitted to be taken by it while it was acting as the
collateral agent.

17.  Co-Agents.

     At any time, for the purpose of meeting any legal requirements of any
jurisdiction in which any part of the Collateral may at the time be
located, the Collateral Agent, with the consent of the Required Secured
Parties, shall have power to appoint one or more persons to act as co-agent
or co-agents, jointly with the Collateral Agent, or separate agent or
separate agents, of all or any part of the Collateral, and to vest in such
person or persons, in such capacity, such title to the Collateral or any
part thereof, and such rights, powers, duties, trusts or obligations as the
Collateral Agent, with the consent of the Required Secured Parties, may
consider necessary or desirable.  Absent any specific agreement to the
contrary, any co-agent or co-agents appointed hereunder shall, to the
extent applicable, have the rights, obligations and duties of the
Collateral Agent hereunder.

18.  Additional Collateral.

     Each of the Secured Parties covenants and agrees that, prior to the
commencement by or against the Company or any Guarantor of a case under
Title 11 of the United States Code, as in effect from time to time,
involving the Company or any Guarantor as a "debtor" thereunder, it (a)
will not accept any guarantee of any of the Obligations by any subsidiary
or affiliate of the Company unless such subsidiary or affiliate guarantees
the payment of all the Obligations and (b) will not take any security
interest in or lien on any assets of the Company or any of its subsidiaries
or affiliates to secure the payment or performance of any of the
Obligations unless such security interest in or lien on such assets is
granted to the Collateral Agent for the benefit of the Secured Parties as
provided herein and the instrument creating such lien becomes a Collateral
Document for all purposes of this Agreement.

19.  Further Assurances, etc.

     Each Secured Party shall execute and deliver such other documents and
instruments, in form and substance reasonably satisfactory to the other
Secured Parties and the Collateral Agent, and shall take such other action,
in each case as any other Secured Party or the Collateral Agent may
reasonably request (at the reasonable cost and expense of the Company
which, by countersigning this Agreement, agrees to pay such costs and
expenses), to effectuate and carry out the provisions of this Agreement,
including by recording or filing in such places as the requesting Party may
deem desirable, this Agreement or such other documents or instruments.

20.  Governing Law.

     All questions and issues concerning the construction, validity,
enforcement and interpretation of this Agreement, and the performance of
the obligations imposed by this Agreement, shall be governed by the laws of
the State of New York applicable to contracts made and wholly to be
performed in such state, without regard to New York choice of law
principles.

21.  Partial Invalidity.

     The Parties intend and believe that each provision in this Agreement
complies with all applicable local, state and federal laws and judicial
decisions.  However, if any provision or provisions, or if any portion of
any provision or provisions, in this Agreement are found by a court of
competent jurisdiction to be in violation of any applicable local, state or
federal ordinance, statute, law, administrative or judicial decisions or
public policy, and if such court should declare such portion, provision or
provisions of this Agreement to be illegal, invalid, unlawful, void or
unenforceable as written, then it is the intent of the parties hereto that
such portion, provision or provisions shall be given force to the fullest
possible extent that it or they are legal, valid and enforceable, that the
remainder of this Agreement shall be construed as if such illegal, invalid,
unlawful, void or unenforceable portion, provision or provisions were not
contained herein, and that the rights, obligations and interests of the
parties hereto under the remainder of this Agreement shall continue in full
force and effect.

22.  Binding on Successors and Assigns.

     This Agreement and all provisions hereof shall be binding upon and
shall inure to the benefit of each of the Parties hereto and each of their
respective successors and assigns; provided that none of the Secured
Parties may assign or convey any of the Obligations unless (i) the assignee
becomes a Party to this Agreement as a Secured Party, by executing a
counterpart signature page hereto in the form of Exhibit A and delivering
said signature page to the Collateral Agent or (ii) (A) such assignee
executes an instrument in which such assignee expressly agrees to be bound
by all of the terms and provisions of this Agreement and pursuant to which
the Collateral Agent and the other Secured Parties will have direct
recourse against such assignee to the same extent as if such assignee had
executed a counterpart signature page hereto and (B) a copy of such
instrument, executed by such assignee and containing such assignee's
address for notices, is delivered to the Collateral Agent.  Upon receipt by
the Collateral Agent of such an executed counterpart signature page or
instrument of assignment, the Collateral Agent shall promptly furnish to
each Secured Party hereunder a copy of the executed counterpart signature
page or instrument of assignment. Nothing in this Section 22 shall affect
the right of any Secured Party to grant a participation under the
Transaction Documents to which such Secured Party is a party.

23.  Captions; Interpretation.

     The captions and headings of various sections of this Agreement are
for convenience only and are not to be construed as defining or limiting,
in any way, the scope or intent of the provisions hereof

24.  Giving of Notice.

     Any notice required or permitted to be given under this Agreement may
be, and shall be deemed, given the next succeeding Business Day after
timely delivery to the courier, if sent by overnight courier; at the time
delivered by hand, if personally delivered, or when receipt is
acknowledged, if (i) telecopied (followed by delivery of written copy
thereof sent by overnight courier on the same day as such notice is given)
or (ii) sent by registered or certified mail, return receipt requested,
addressed to the Collateral Agent and the Secured Parties at the addresses
indicated below:

          If to the Collateral Agent:

          Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A.,
          "Rabobank Nederland", New York Branch
          245 Park Avenue
          New York, NY 10167-0062
          Attention:  Christine Fearfield
          Telecopier number: 212-808-6939

          If to the Company or any Guarantor:

          Gold Kist Inc.
          244 Perimeter Center Parkway, N.E.
          Atlanta, Georgia 30346
          Attention: Mr. Stephen O. West
          Telecopier number: 404-393-5421

and/or to such other respective address or addresses as may be designated
by notice given in accordance with the provisions of this Section 24.

25.  Authorized Agents.

     Notwithstanding anything herein to the contrary, any Secured Party may
designate, by notice in writing to the Collateral Agent, with copies sent
simultaneously to the Secured Parties, any other Person (the "Authorized
Agent") to act on its behalf for all purposes of this Agreement, including
without limitation in respect of any notice, request, direction, consent,
approval, waiver or other action to be taken by such Secured Party
hereunder and to receive notices and all funds payable hereunder to such
Secured Party.  In the event that any Secured Party designates an
Authorized Agent, any action taken by such Authorized Agent shall be deemed
to be action taken by such Secured Party and such Secured Party shall be
bound thereby for all purposes of this Agreement, and such Secured Party
shall have no power or authority on its own to take any action in respect
of this Agreement; provided, however, that the designation of an Authorized
Agent shall not relieve any Secured Party of any of its duties or
obligations hereunder.

26.  Entire Agreement.

     This Agreement and the various agreements contemplated hereby embody
the entire agreement and understanding between the Collateral Agent and the
Secured Parties and supersede all prior agreements and understandings
relating to the subject matter hereof.

27.  Counterparts.

     This Agreement may be executed and delivered in any number of
counterparts, each of such counterparts constituting an original but
altogether only one Agreement; provided, however, that this Agreement shall
not be deemed to be delivered until at least one counterpart shall have
been executed by each of the Secured Parties and the Collateral Agent. A
counterpart containing facsimile copies of signatures of any of the parties
hereto shall constitute an original counterpart for all purposes.

28.  Modifications, Amendments.

     No modification, waiver or amendment of this Agreement, or any
provision hereof, shall be valid unless the same is in writing and signed
by the Collateral Agent and the Required Secured Parties or, in the case of
a modification, waiver or amendment of the definition of Required Secured
Parties, Section 7, Section 9, Section 18, or this Section 28, each Secured
Party; provided that no modification, waiver or amendment of this Agreement
or any provision hereof which relates to the Company's rights and
obligations hereunder shall become effective without the prior written
consent of the Company.  Upon any modification, waiver or amendment of this
Agreement, or any provision hereof, the Company shall give prompt written
notice thereof, accompanied by a copy of any such modification, waiver or
amendment, to each Secured Party.

29.  Third Party Beneficiaries.

     Nothing in this Agreement express or implied is intended or shall be
construed to give any Person other than the Parties hereto any legal or
equitable right, remedy or claim under or in respect of this Agreement or
any covenant, condition or provision herein contained.  All such covenants,
conditions and provisions are and shall be held to be for the sole and
exclusive benefit of the parties hereto and their respective successors and
assigns.

     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.

COMPANY:                         GOLD KIST INC.

                                 By:  /s/ Stephen O. West
                                 Title:  CFO and Treasurer

COLLATERAL AGENT:                COOPERATIEVE CENTRALE
                                 RAIFFEISEN-BOERENLEENBANK B.A.,
                                 "RABOBANK NEDERLAND", NEW YORK
                                 BRANCH

                                 By:  /s/ Richard J. Beard
                                 Title: Vice President


                                 By:  /s/ Edward Peyser
                                 Title:  Executive Director

SECURED PARTIES:                 COOPERATIEVE CENTRALE
                                 RAIFFEISEN-BOERENLEENBANK B.A.,
                                 "RABOBANK NEDERLAND", NEW YORK
                                 BRANCH,
                                 as Credit Agent and as a Lender

                                 By:/s/ Richard J. Beard
                                 Title: Vice President


                                 By:/s/ Edward Peyser
                                 Title: Executive Director

                                 COBANK, ACB, as lender under
                                 the CoBank Agreement and as a
                                 Lender

                                 By:  /s/ Greg E. Somerhalder
                                 Title: Vice President



                                 SUNTRUST BANK, f/k/a SunTrust
                                 Bank Atlanta,  as a Lender and
                                 as a Letter of Credit Issuer

                                 By:/s/ Gregory L. Cannon
                                 Title:  Director


                                 By:/s/ Hugh E. Brown
                                 Title: Assistant Vice President

                                 HARRIS TRUST AND SAVINGS BANK,
                                 as a Lender and as a Letter of
                                 Credit Issuer

                                 By:/s/ John R. Carley
                                 Title: Vice President



                                 U.S. BANCORP AG CREDIT, INC.,
                                 as a Lender

                                 By:  /s/ Harold Nelson
                                 Title: Vice President



                                 DG BANK DEUTSCHE
                                 GENOSSENCHAFTSBANK AG,
                                 CAYMAN ISLANDS BRANCH, as a
                                 Lender

                                 By: /s/ Kurt A. Morris
                                 Title: Vice President


                                 By:/s/ Gary P. Franke
                                 Title: Vice President

                                 FORTIS BANK  (NEDERLAND) N.V.,
                                 as a Lender

                                 By: /s/ A. J. v Balen-Roeloffs
                                 Title: Senior Manager


                                 By:/s/ Y.C.M. van der Kloet
                                 Title: Deputy Manager

                                 THE CIT GROUP/BUSINESS CREDIT,
                                 INC., as a Lender

                                 By:/s/ James H. Cooper
                                 Title: Vice President


                                 By:/s/ Levi K. Schatz
                                 Title: Vice President

                                 THE PRUDENTIAL INSURANCE
                                 COMPANY OF AMERICA, as
                                 Noteholder under the Prudential
                                 Agreements

                                 By: /s/ Billy B. Greer
                                 Title: Vice President

                                 THE PRUDENTIAL INSURANCE
                                 COMPANY OF AMERICA, as asset
                                 manager for Gateway Recovery
                                 Trust (a Noteholder under the
                                 Prudential Agreements)

                                 By:
                                 Title: Vice President

                                 RABO CAPITAL SERVICES, INC., as
                                 Capital Market Party

                                 By:  /s/ D. S. Reisman
                                 Title:


                                 By:/s/ Reinier Mesritz
                                 Title: President

                                 WACHOVIA BANK, N.A., as Letter
                                 of Credit Issuer

                                 By: /s/ Susan Holmes
                                 Title: Vice President



                                 JOHN HANCOCK LIFE INSURANCE
                                 COMPANY, as a Lender

                                 By: /s/ Scott A. McFetridge
                                 Title:  Managing Director


                                 JOHN HANCOCK VARIABLE LIFE
                                 INSURANCE COMPANY, as a Lender

                                 By: /s/ Scott A. McFetridge
                                 Title:  Authorized Signatore


                                 MELLON BANK, N.A., solely in
                                 its capacity as Trustee for the
                                 Bell Atlantic Master Trust (as
                                 directed by John Hancock Life
                                 Insurance Company) and not in
                                 its individual capacity, as a
                                 Lender

                                 By:/s/ Bernadette Rist
                                 Title: Authority Signatory




     The undersigned each acknowledge receipt of a copy of this Agreement
and agree to be bound by its terms (including but not limited to Sections
14 and 15 hereof) as of the date and year first above written.

                                AGRATECH SEEDS INC.


                                By: /s/ Stephen O. West
                                Title: Treasurer


                                AGRATRADE FINANCING, INC.


                                By: /s/ Stephen O. West
                                Title: Treasurer


                                CROSS EQUIPMENT COMPANY,
                                INC.


                                By: /s/ Stephen O. West
                                Title:  Treasurer


                                GK FINANCE CORPORATION


                                By:  /s/ Stephen O. West
                                Title:  Vice President


                                GK PEANUTS, INC.


                                By: /s/ Stephen O. West
                                Title:  Treasurer


                                GK PECANS, INC.


                                By: /s/ Stephen O. West
                                Title: Treasurer


                                LUKER INC.


                                By: /s/ Stephen O. West
                                Title:  Treasurer



                                Exhibit A
                        to Intercreditor Agreement

                    Form of Counterpart Signature Page
                        to Intercreditor Agreement

     The undersigned hereby becomes a Secured Party under the Intercreditor
Agreement, dated as of November 3, 2000, as amended in accordance with the
terms thereof (the "Agreement"), to which this signature page is attached
and agrees to be made a part of, and agrees to be bound by the terms of the
Agreement.

                                 [Secured Party]


Date:                            By:
                                 Title:

                                 Address for Notices:





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