EXHIBIT B-10(b)(12)

              ENHANCED DEFINED CONTRIBUTION PLAN
                       OF GOLD KIST INC.

                           Foreword

     Effective January 1, 2000, Gold Kist Inc. has adopted
the Enhanced Defined Contribution Plan of Gold Kist Inc. (the
"Plan") for the benefit of certain of its employees.

     The Plan hereinafter set forth has been approved by the
Board of Directors of Gold Kist Inc. and is intended to
conform to the requirements of the Employee Retirement Income
Security Act of 1974, as amended, and to qualify as a profit
sharing plan under Section 401 (a) of the Internal Revenue
Code of 1986, as amended, or any other applicable sections
thereof.

     The rights to benefits of any eligible employee whose
employment terminates prior to any amendment to the Plan
shall be determined solely by the provisions of the Plan
under which such eligible employee is covered, if any, as in
effect at the time of such termination of employment, unless
otherwise specifically provided herein.



                 ENHANCED DEFINED CONTRIBUTION
                              PLAN
                       OF GOLD KIST INC.

                       Table of Contents


Article I        Definitions                           1

Article II       Eligibility and Beneficiary

                 Designation                           8

Article III      Company Contributions                 9

Article IV       Investment of Contributions           11

Article V        Distributions                         13

Article VI       Management of Funds                   16

Article VII      Administration of the Plan            18

Article VIII     Amendment and Termination             23

Article IX       General Provisions                    25

Article X        Contribution Limitations              28




                           ARTICLE I

                          Definitions

     As used herein, unless otherwise defined or required
by the context, the following words and phrases shall have
the meanings indicated. Some of the words and phrases used
in the Plan are not defined in this Article I, but, for
convenience, are defined as they are introduced into the
text.

     "Account" means the Member's account into which shall
be credited the amounts in the Investment Funds attributable
to contributions made by the Company on the Member's behalf
pursuant to Section 3.1.

     "Affiliated Company" means any company which is related
to the Company as a member of a controlled group of
corporations in accordance with Section 414(b) of the Code,
or as a trade or business under common control in accordance
with Section 414(c) of the Code, or any other entity to the
extent it is required to be  aggregated with the Company in
accordance with Section 414(o) of the Code and any
regulations thereunder, or any organization which is part of
an affiliated service group in accordance with Section
414(m) of the Code. For the purposes under the Plan of
determining whether or not a person is an employee and the
period of employment of such person, each such company shall
be considered an Affiliated Company only for such period or
periods during which such other company is a member of the
controlled group or under common control.

     "Affiliated Sponsor" means any corporation and any
other entity that wishes to adopt this Plan; provided,
however, that any such entity described in this paragraph
must be designated by the Board as an Affiliated Sponsor
under the Plan.

     "Authorized Leave of Absence" means any temporary
layoff or any absence authorized by the Employer under the
Employer's standard personnel practices provided that all
persons under similar circumstances must be treated alike in
the granting of such Authorized Leaves of Absence and
provided further that the Participant returns within the
period of authorized absence.  An absence due to service in
the Armed Forces of the United States shall be considered an
Authorized Leave of Absence to the extent required by
federal law.

     "Base Pay" means an Employee's regular base pay from the
Company including sick pay, vacation pay, and holiday pay but
excluding any commissions, overtime, bonuses, imputed income,
severance or workers compensation, which is required to be
reported as wages in Box 1 ("Wages, Tips and Compensation") on
the Member's Form, W-2 (or its comparable location as provided
on Form W-2 in future years).  Base Pay shall also include any
amounts excluded from a Member's taxable compensation pursuant
to Section 125 of the Code.

     "Beneficiary" means such beneficiary as may be
designated pursuant to Section 2.3.

    "Board" or "Board of Directors" means the Board
of Directors of the Company.

    "Change in Control" refers to an occurrence in
which (a) any person [as that term is defined in
Section 3(a)(9) of the Securities Exchange Act of
1934 ("Exchange Act")] is or becomes the beneficial
owner (as defined in Rule 13d-3 of the Exchange Act)
directly or indirectly of (i) securities
representing 20% or more of the combined voting
power for election of directors of the then
outstanding securities of the Company or any
Successor of the Company or (ii) notified equity of
the Company representing 20% or more of the
Company's notified equity then outstanding; (b)
during any period of two consecutive years or less
individuals who at the beginning of such period
constituted the Board cease, for any reason, to
constitute at least a majority of the Board or any
company into which the Company may have merged,
unless the election or nomination for election of
each new director was approved by a vote of at least
two-thirds of the directors then still in office who
were directors at the beginning of the period; (c)
there shall have occurred (i) any liquidation of the
Company not in the form of a merger into a
corporation other than a parent corporation of the
Company or  (ii) any sale or other disposition of
assets representing 50% or more of the book value of
the Company at the time of the transaction or
generating 50% or more of the Company's Net Profits
over the three years proceeding the transaction; (d)
the Company is a party to any merger as a result of
which the persons who were either shareholders or
owners of the notified equity of the Company
immediately prior to the effective date of the
merger shall have beneficial ownership of less than
60% of the combined voting power for election of
directors of the surviving corporation following the
effective date of such merger; or (e) the Board
determines that a Change in Control has occurred.

     "Code" means the Internal Revenue Code of 1986,
as amended.

     "Committee" means the committee appointed in
accordance with Section 7.1.  The term is interchangeable
with "Plan Administrator."

      "Company" means Gold Kist Inc., a Georgia corporation,
or any successor by merger, purchase or otherwise with
respect to its employees.

     "Company Contributions" mean those contributions made
by the Company under Section 3.1

     "Distribution" means payment by the Trustee
to or for the benefit of a Participant,
Beneficiary or other person entitled to benefits
as provided in this Plan

       "Earnings" has the same definition as Base Pay but
includes bonus amounts paid by the Company to the Employee
while he is a Member during the Plan Year.  In no event will
Earnings be more for a Plan Year than the 401(a)(17) limit for
that year.  For 2000, the 401(a)(17) limit is $170,000.

      "Effective Date" means January 1, 2000.

      "Employee" means a person in the employ of the Company
or an Affiliated Company. The term "Employee" shall exclude
any person who is (i) a leased employee, (ii) a member of a
bargaining unit, or (iii) a foreign national or citizen of a
territorial possession of the United States of America whose
employment relationship or contract of employment originates
at, and whose services are performed solely for and at a
branch facility of the Company outside the United States.
The term `leased employee' shall mean any person (other than
an Employee of the Company or an Affiliated Company) who
pursuant to an agreement between the Company or an Affiliated
Company and any other person (`leasing organization') has
performed services for the Company or an Affiliated Company.

     "Employer" means the Company or any Affiliated Sponsor
which adopts this Plan for the Benefit of its Employees.

     "Employment Commencement Date" means the date on which
an Employee first performs an Hour of Service for an
Employer.

     "ERISA" means the Employee Retirement Income Security
Act of 1974, as amended.

     "Five Year Break in Service" means a period of five
consecutive One-Year Periods of Severance.

     "Fund" or "Investment Fund" means any of the
separate funds in which contributions to the Plan are
invested in accordance with Article IV.

     "Hour of Service" means:

     (a)  Each hour for which an Employee is paid, or entitled to
payment, for the performance of duties for an Employer.
     (b)  Each hour for which an Employee is paid, or entitled to
payment, by an Employer, on account of a period of time during
which no duties are performed (irrespective of whether the
employment relationship is terminated) due to vacation,
holiday, illness, incapacity, layoff, jury duty, military
duty, or leave of absence; provided that in no event, shall an
Employee receive credit for more than 501 Hours of Service for
any single continuous period of non-working time.
     (c)  Each hour for which an Employee is absent from work by
reason of: (i) the pregnancy of the Employee, (ii) birth of a
child of the Employee, (iii) placement of a child with the
Employee in connection with the adoption of the child by the
Employee, or (iv) caring for a child referred to in paragraphs
(i) through (iii) immediately following birth or placement.
Hours credited under this paragraph shall be credited at the
rate of 8 hours per day, but shall not, in the aggregate,
exceed the number of hours required to prevent the Employee
from incurring a One-Year Break in Service (a maximum of 501
hours) during the first computation period in which a One-Year
Break in Service would otherwise occur, provided, however,
that this rule shall apply only during the Plan Year in which
the absence from work begins and the immediately following
Plan Year.  This paragraph (c) shall apply only to
Participants who begin their absence from work for a reason
specified in this paragraph (c) on or after the Effective
Date.
     (d)  Each hour for which back pay, irrespective of mitigation
of damages, is either awarded or agreed to by an Employer.
These hours shall be credited to the Employee for the
computation period or period to which the award or agreement
pertains, rather than the computation period in which the
award, agreement, or payment is made.
     (e)  In lieu of the foregoing, an Employee who is not
compensated on an hourly basis (such as salary, commission or
piecework employees) shall be credited with 45 Hours of
Service for each week (or 10 Hours of Service for each day) in
which such Employee would be credited with Hours of Service in
hourly pay.  However, this method of computing Hours of
Service may not be used for any Employee whose Hours of
Service is required to be counted and recorded by any federal
law, such as the Fair Labor Standards Act.  Any such method
must yield an equivalency of at least 1,000 hours per
computation period.

The following rules shall apply in determining whether an
Employee completes an "Hour of Service":

    (1)  The same hours shall not be credited under subparagraphs
(a), (b) or (c) above, as the case may be, and subparagraph
(d) above, nor shall the same hours credited under
subparagraphs (a) through (d) above be credited under
subparagraph (e) above.
    (2)  The rules relating to determining hours of service for
reasons other than the performance of duties and for crediting
hours of service to particular periods of employment shall be
those rules stated in Department of Labor regulations Title
29, Chapter XXV, subchapter C, part 2530, Sections 200b-2(b)
and 200b-2(c), respectively.

     "Investment Fund" means the separate funds under the
Trust Fund which are distinguished by their investment
objectives.

     "Investing Institution" means a Trustee, or mutual
fund or investment manager, which is designated by the
Committee or by Trust Agreement.

     "Member" means any Employee who has met the eligibility
 requirements of Section 2.1.

     "Named Fiduciary" means the Board of Directors, the
Committee, and the Trustee.

     "Net Profits" means the pre-tax margin of the
Employer as shown on the Employer's financial statement
for the prior fiscal year.

     "One-Year Break in Service" means any Plan Year in which
an Employee accrues 500 or fewer Hours of Service.

     "One-Year Period of Severance" means a 12-consecutive
month period beginning on the Employee's Severance from
Service and ending on the first anniversary of such date,
provided that the Employee does not perform an Hour of Service
for an Employer during such 12-consecutive month period.

     "Period of Severance" means the period that begins on
the Employee's Severance from Service and ends on the
Employee's Reemployment Commencement Date.

     "Plan" means the Enhanced Defined Contribution Plan of
Gold Kist Inc., as described herein.

     "Plan Administrator" or "Administrator" means the
Committee appointed by the Board pursuant Article VII to
administer the Plan.  All references in the Plan to the
Administrator shall be deemed to apply to the Committee and
vice versa.  The Committee so appointed is hereby
designated as the "Administrator" of the Plan within the
meaning of Section 3(16) of ERISA.

     "Plan Year" means the 12-month period beginning on
January 1 and ending on the following December 31.

     "Reemployment Commencement Date" means the date on
which an Employee first performs an Hour of Service for an
Employer following a Period of Serverance.

     "Retirement" means Severance from Service after
attaining age 55.

     "Service" means the active service of an Employee with
the Employer.

     "Severance from Service" means the earliest to occur
of the following events: (i) voluntary resignation (quit)
from Service with Employer; (ii) discharge from Service
with the Employer; (iii) Retirement; (iv) death; (v) Total
and Permanent Disability; (vi) the first anniversary of the
first date of a period during which an Employee is absent
from Service with or without pay for any reason not
described above (e.g., vacation, holiday, sickness, leave
of absence, or layoff); or (vii) the second anniversary of
the first date of a period during which an Employee is
absent from Service with or without pay by reason of: (A)
the pregnancy of the Employee, (B) birth of a child of the
Employee, (C) placement of a child with the Employee in
connection with the adoption of the child by the Employee
or (D) caring for a child referred to in sub-clauses (A)
through (C) immediately following such birth or placement.

     "Spouse" means the person who was married to the
Member (as recognized under the laws of the state where the
marriage was contracted) on the date on which payments to
the Member from the Plan begin or, if the Member dies,
Spouse shall mean the person who is married to a Member (as
described above) throughout the one-year period preceding
the date of the Member's death.

     "Total and Permanent Disability" means Participant's
physical or mental condition resulting from bodily injury,
disease, or mental disorder, which entitles the Participant
to Social Security benefits.

     "Treasury Regulations" means regulations pertaining to
certain sections of the Code as issued by the Secretary of
the Treasury.

     "Trust Agreement" means the agreement entered into
between the Company and the Trustee to fund benefits under
the Plan.

     "Trust Fund" means the cash and other properties
arising from contributions made by the Company in
accordance with the provisions of this Plan and held and
administered by the Trustee pursuant to the Trust
Agreement.

     "Trustee" means any bank or trust company designated
by the Board of Directors under a trust agreement to
receive Company Contributions made in accordance with
Section 3.1.

     "Valuation Date" means each business day of the Plan
Year for which plan assets are traded on a national
exchange, or such other day as selected by the Committee.

     "Vesting Service" means:

     (a)  Prior to January 1, 2000, an Employee shall receive
credit for a year of Vesting Service for each year of Vesting
Service that he was credited with under the terms of the Gold
Kist Profit Sharing and Investment Plan.
     (b)  As of the Effective Date, an Employee shall earn a year
of Vesting Service for each year during which the Employee
completes 12 months of Service between his Employment
Commencement Date or Reemployment Commencement Date and his
Severance from Service Date.  An Employee shall also receive
credit towards a year of Vesting Service for any Period of
Severance that is less than 12 consecutive months.  However,
in no event shall more than a One-Year Period of Severance be
taken into account as Vesting Service.  Separate periods of
Service and fractional years of Service shall be aggregated on
the basis of days, so that an Employee earns a year of Vesting
Service as of the date the Employee completes 365 days of
Service.
     (c)  If an Employee is absent from Service with or without pay
for any reason other than quit, discharge or Retirement (e.g.,
vacation, holiday, sickness (including periods of time during
which the Employee is receiving worker's compensation
benefits), leave of absence, or layoff) and if within 12
months following the first date of such absence, the Employee
quits, is discharged, or Retires and subsequently performs an
Hour of Service within 12 months of the first date on which
the Employee's absence began, the Employee's Vesting Service
will include the entire period beginning with the date of his
initial absence and ending with the Employee's Reemployment
Commencement Date.
     (d)  In an Employee incurs a One-Year Period of Severance,
Service before the One-Year Period of Severance is not taken
into account as Vesting Service until the Employee has
completed a year of Vesting Service following his Reemployment
Commencement Date.
     (e)  If a Participant who is not fully vested in his Account
incurs a Five-Year Break in Service and is subsequently re-
employed, Service prior to the Five-Year Break in Service will
not be taken into account as Vesting Service.
     (f)  Vesting Service shall include periods of Service during
which an Employee was employed by an Employer and compensated
other than on a salaried basis.
     (g)  Notwithstanding anything to the contrary contained
herein, an Employee's Service with an Affiliate shall be
considered Service with the Employer for purposes of
determining Vesting Service.


                          ARTICLE II

            Eligibility and Beneficiary Designation

     2.1 Eligibility - Each Employee of the Company who has
an annual Base Pay rate of $77,000 per year or more as of
December 31, 1999 shall be eligible to participate in this
Plan effective January 1, 2000.  Once an Employee becomes a
Member, he or she will remain a Member thereafter regardless
of his or her Base Pay in the future.  Similarly, an Employee
who is not a Member but who in a subsequent year earns Base
Pay of $77,000 or more will not participate in this Plan.
Members who have a Severance of Service and are subsequently
rehired will become eligible immediately upon their
Reemployment Commencement Date.

     2.2 Beneficiary Designation - Subject to the rules
set forth below with respect to married Members, each
Member has the right to name a Beneficiary to receive any
death benefits payable hereunder. Each Member also has the
right, from time to time, to change any designation of
Beneficiary. A designation or change of Beneficiary must
be in writing on forms supplied by the Committee and any
change of Beneficiary will not become effective until such
change of Beneficiary is filed with the Committee or its
designee whether or not the Member is alive at the time of
such filing; provided, however, that any such change will
not be effective with respect to any payments made by the
Trustee in accordance with the Member's last designation
and prior to the time such change was received by the
Committee or its designee. In the case of any Member who
is married on the date of his death, the Member's Spouse
as of his date of death shall be his Beneficiary unless
such Spouse shall have consented to a different
Beneficiary on prescribed forms and before either a notary
public or an individual designated by the Committee. Such
Spousal consent must acknowledge the effect of the
Beneficiary designation. In the absence of an effective
Beneficiary designation or if a named Beneficiary shall
have died and no contingent Beneficiary shall have been
properly designated, the first of the following classes of
successive preference beneficiaries shall be the
Beneficiary:

     (a) the Member's surviving Spouse;

     (b) the Member's surviving children;

     (c) the estate of the Member.

Any individual who is designated as an alternate payee under
a "qualified domestic relations order" (as defined in Code
Section 414(p)) relating to a Member's Account under this
Plan shall be treated as a Beneficiary hereunder, to the
extent provided by such order. The Committee may require and
rely upon such proof of death and such evidence of the right
of any Beneficiary or other person to receive the
undistributed value of a deceased Member's Account as the
Committee may deem proper, and its determination of death and
of the right of such Beneficiary or other person to receive
payment shall be conclusive.

                          ARTICLE III

                     Company Contributions

     3.1 Company Contributions - The Company may contribute
to the Plan the amounts necessary to make the following
allocations.

     (a) Allocations - Company Contributions shall be
allocated at least quarterly (i.e., by March 31, June 30,
September 30, and December 31) to the Accounts of Members
who are employed during that quarter in accordance with the
following schedule:

     (1)  Primary Contribution - Each Member will receive a
contribution each Plan Year quarter equal to 6.38% of his or
her Earnings during that quarter.  The maximum Primary
Contribution that a Member can receive during a Plan Year
will be $10,200.

     (2)  Supplemental Contribution - Each Member will receive
a Supplemental Contribution each Plan Year quarter equal to
either 25% or 50% of the Primary Contribution attributable to
such Plan Year quarter.  The Supplemental Contribution
percentage changes at the beginning of each fiscal year (July
1-June 30) and is based on the Company's Net Profits for the
prior fiscal year as follows:

(i)  If the Company's Net Profits are less than $20 million as
     of the end of a fiscal year (July 1-June 30), the Supplemental
     Contribution percentage for the subsequent fiscal year shall
     be 25%.

(ii) If the Company's Net Profits are $20 million or more as
     of the end of a fiscal year (July 1-June 30), the Supplemental
     Contribution percentage for the subsequent fiscal year shall
     be 50%.

"Net Profits" means the pre-tax margin of the Company as shown
on the Company's financial statement for the fiscal year.
"Company" here includes operating subsidiaries of Gold Kist
that contribute to the Net Profit figure.

     (b) Allocation and Payment to Trust - Company
Contributions for a Plan Year shall be allocated to the
Members' Accounts on or before the last day of the Plan Year
quarter for which such contributions are made. Company
Contributions for any Plan Year shall be paid to the
Investing Institution not later than the date, which is
prescribed by law for filing the Company's income tax
return, including any extension thereof.

     (c) Additional Company Contributions or Reallocations
Permitted to Correct Administrative Error - If, with respect
to a Plan Year, an administrative error results in a
Member's Account not being properly credited with the amount
of Company Contributions, or earnings on such contributions,
corrective Company Contributions or Account reallocations
may be made in accordance with this subsection. Solely for
the purpose of placing any affected Member's Account in the
position that it would have been in if no error had been
made:

     (1) The Company may make additional contributions to
such Member's Account; or

     (2) The Committee may reallocate existing Company
Contributions made under Section 3.1 among the Accounts of
affected Members.

     3.2 Return of Contributions - All Company Contributions
are conditioned on their being allowed as a deduction for
federal income tax purposes and are also expressly
conditioned on the initial qualification of the Plan under
Code Section 401(a) as determined by the Internal Revenue
Service. Notwithstanding any provision of the Plan to the
contrary, Company Contributions made to the Plan may be
returned to the Company if:

     (a) the contribution is made by reason
of mistake of fact; or

     (b) the contribution is conditioned on its
deductibility under Code Section 404 and such deductibility
is denied; provided such return of contribution is made
within one year of the mistaken payment of the contribution
or the disallowance of the deduction, as the case may be. A
contribution shall be considered to be made by reason of a
mistake of fact if, for example, it is based on incorrect
information as to eligibility or compensation of an Employee,
a mathematical error or an erroneous belief that such
contribution is consistent with the limitations of Section
11.1.  Also see Section 9.7 regarding return of contributions
if the Plan is not initially determined to be qualified by
the Internal Revenue Service. So much of the contribution as
is attributable to the mistake of fact shall be repaid by the
Trustee upon demand by the Company upon presentation of
evidence of the mistake of fact and calculation as to the
impact of the mistake.

     3.3 Vesting of Member's Account and Forfeitures - A
Member shall have a vested and nonforfeitable interest in his
Account upon (a) his completion of five (5) years of Vesting
Service or (b) the occurrence of a Change in Control while
the Member is employed.  If upon a Member's Severance from
Service such Member has a forfeitable interest in his
Account, the amount in such Member's Account shall be
forfeited. If a former Member resumes employment with the
Company or an Affiliated Company within five years of his
Severance of Service, the amount forfeited shall be restored
(without earnings) to his Account.

       Amounts forfeited under this Section shall be used,
not later than as of the last day of the Plan Year in which
the forfeiture occurs, to reduce future Company
Contributions, to defray administrative expenses of the
Plan, and to restore Members' Accounts in accordance with
the preceding paragraph of this Section.


                          ARTICLE IV

                  Investment of Contributions

     4.1 Investment Funds and Elections  -

     (a)  Election of Investment Funds

     (1)  Each Member shall direct, following such procedures
as may be specified by the Committee, to have his Account
(and/or the respective sub-accounts) allocated or reallocated
as appropriate among the various Investment Funds, which are
made available under the Plan from time to time, in increments
of 1%; provided that such increments shall always total 100%.

     (2)  An investment directive shall be effective as soon
as is administratively feasible following the date the
investment directive is delivered to the Committee or its
designee, pursuant to the rules established by the Committee
concerning the timing of such investment directive which are
applied in a consistent and nondiscriminatory manner.

     (b)  Initial Investment Directions  A Member's initial
investment election shall allocate his entire Account,
together with all subsequent contributions to the Member's
Account, among the Investment Funds for so long as the
election remains in effect.

     (c)  Subsequent Investment Elections

     (1)  Any investment directive shall remain in effect until
changed by a new directive.

     (2)  New elections shall be made in the same manner set forth
in Section 4.1(a).
     (3)  A Member may (i) re-allocate the Member's existing
Account among Investment Funds, (ii) modify the allocation of
future contributions among Investment Funds or (iii) a
combination of (I) and (ii) above.

     (c)  Investment Options - It is the Company's intent that this
Plan complies with the requirements of Section 404(c) of the
ERISA.  In accordance with the foregoing, the Committee shall
select such Investment Funds as are deemed appropriate and
shall notify affected Members of such Investment Funds.  The
Committee may modify, eliminate or select new Investment Funds
from time to time and shall notify affected Members of such
changes and solicit new investment elections, if appropriate.

     (d)  Failure to Make Investment Elections - If a Member fails
to make an investment election by the deadline established by
the Committee for such purpose, the Member shall be deemed to
have elected that his Account be invested in the Investment
Fund that in the sole discretion of the Committee best
preserves principal.

     (e)  Other Rules - All Trust transactions reflecting
investment elections among the various Investment Funds will
occur as of the date upon which the elections are to take
effect and the values of the various funds shall be determined
as of such dates.

     7.3  Errors and Omissions - Where an error or omission is
  discovered in any Member's Account, the Committee shall make
  appropriate corrective adjustments as of the end of the Plan
  Year in which the error or omission is discovered.


                           ARTICLE V

                         Distributions

    5.1 Distributions on Termination of Employment
Other than By Reason of a Member's Death -

     (a) A Member who has a Severance from Service prior to
the date such Member has a nonforfeitable interest in his
Account in accordance with Section 3.3 shall not be
entitled to any benefits under the Plan, and instead shall
be deemed to have received a distribution of zero dollars
upon his Severance from Service; provided that if such
Member is reemployed by the Company or an Affiliated
Company within five years of his or her Severance from
Service, such Member shall be deemed to have repaid such
zero dollar distribution.

     (b) Subject to Section 5.4, if a Member who has
attained age 55 has a Severance from Service for any reason
other than death, he may elect (in the manner specified by
the Committee) at any time following his Severance from
Service  to receive a single sum cash payment of the
nonforfeitable portion of his Account as soon as
practicable following the Committee's receipt of the
Member's election.

     (c) Subject to Section 5.4, if a Member who has not
attained age 55  has a Severance from Service for any reason
other than death, he must wait until he attains age 55 to
receive his benefit.  After attaining age 55 he may then
elect to receive a single sum cash payment of the
nonforfeitable portion of his Account as soon as practicable
following the Committee's receipt of the election.

     (d) If a Member is eligible to receive a distribution
in accordance with subsection (b) or (c) above, he may
request in the manner prescribed by the Committee to have
such distribution paid directly to him or paid as a "direct
rollover distribution" (as defined in Code Section 402(c)
and the regulations and other guidance issued thereunder).

     (e) The amount of such distribution shall be determined
as of the Valuation Date immediately preceding the date the
Account is distributed.

     (f) The Committee or its designee shall notify each
Member, at such time and in such manner as required by
Sections 402(f) and 411(a)(11) of the Code and the
regulations and other guidance issued thereunder, of his
right to make a "direct rollover distribution," in
accordance with Section 5.5 below, and his right to receive
a distribution of his Account under this Section
5.1.

    (g) Distribution of a Member's Account under the Plan
may occur prior to 30 days after the Committee or its
designee provides such notice, provided:

     (1) the Member is informed that he has a right to a
period of at least 30 days after receiving the notice to
consider the decision of whether to make a direct rollover
distribution and whether to receive an immediate distribution;
and

     (2) the Member, after receiving the notice, requests to
receive an immediate distribution in the manner prescribed
by the Committee.

     5.2 Distribution Upon a  Member's Death -

     (a) In the event a Member dies prior to his receipt of a
distribution under Section 5.1 the vested balance of his
Account shall be paid in a single sum cash payment to the
Member's Beneficiary as soon as practicable following receipt
of proper payment instructions by the Trustee from the
Committee. The amount of such distribution shall be
determined in accordance with Section 5.1 (e). The Committee
shall provide the Trustee payment instructions as soon as
practicable after the Member's death or notification of the
Member's death, if later.  If distribution has commenced
before the participant's death, the remaining interest will
be distributed at least as rapidly as under the method of
distribution being used as of the date of the participant's
death.  Distributions from the plan will be made in
accordance with the requirements of the regulations under
section 401(a)(9), including the minimum distribution
incidental benefit requirements of section 1.401(a)(9)-2 of
the proposed regulations.

     (b) Notwithstanding the foregoing,
if the Member's Beneficiary is the Member's Spouse, such
Beneficiary may elect to defer receipt of the single sum
payment beyond the date on which it normally would become
payable, but in no event later than December 31 of the
calendar year in which the Member would have attained age
70.5.

     (c) In no event may a Beneficiary elect to receive a
payment of a Member's Account in any form of payment other
than a single sum payment. Further, if a Spousal Beneficiary
defers distribution of any amounts from the Plan, then prior
to the distribution of such Account, the Beneficiary may not
obtain any partial distributions. However, such Beneficiary
may continue to invest amounts in the Member's Account in
accordance with Article IV.

     5.3 Lost Members or Beneficiaries - If a Member or
Beneficiary cannot be located by reasonable efforts of
the Committee within a reasonable period of time after
the latest date such benefits are otherwise payable under
the Plan, the amount in such Member's Account shall be
forfeited and used to reduce future Company
Contributions, defray administrative expenses of the
Plan, and restore Members' Accounts in accordance with
this section; provided, however, that such forfeited
amount shall be restored (without earnings) if, at any
time, the Member or Beneficiary who was entitled to
receive such benefit when it first became payable shall,
after furnishing proof of his identity and right to make
such claim to the Committee, file a written request for
such benefit with the Committee.

     5.4 Required Distributions -

   (a) Notwithstanding anything to the contrary in this
Plan payments under the Plan to a Member shall begin not
later than the 60th day after the latest of the close of
the Plan Year in which:
       (1) the Member attains age 55;

       (2) occurs the fifth anniversary of the year in which
the Member commences participation in the Plan; or

       (3) the Member has a Severance from Service.

   (b) Payment of benefits to any Member who is a 5% owner as defined in Code
Section 416 shall be paid in the form of a lump sum payment not later than
the April 1 following the Calendar year in which such Member attains age 70.5

   (c) If upon a Member's Severance from Service, he or she has a
nonforfeitable interest in his Account that is less than $5,000, he
or she will receive a mandatory distribution of his Account balance
within 60 days after the end of the Plan Year coincident with or
immediately following his or her termination.

     5.5 Direct Rollover Distributions - At the request of a
Member, a surviving Spouse of a Member, or a Spouse or
former Spouse of a Member that is an alternate payee under
a qualified domestic relations order under Section 10.5
(referred to as the "distributes") and upon receipt of the
direction of the Committee or its designee, the Trustee
shall effectuate a direct rollover distribution of the
amount requested by the distributes, in accordance with
Code Section 401(a)(31), to an eligible retirement plan (as
defined in Code Section 402(c)(8)(B)). Such amount may
constitute all or any whole percent of any distribution
from the Plan otherwise to be made to the distributes,
provided that such distribution constitutes an "eligible
rollover distribution" as defined in Code Section 402(c)
Code and the regulations and other guidance issued
thereunder. All direct rollover distributions shall be made
in accordance with the following subsections (a) through
(d):

     (a) A direct rollover distribution may only be made to
one eligible retirement plan; a distributee may not elect
to have a direct rollover distribution apportioned between
or among more than one eligible retirement plan.

     (b) Direct rollover distributions shall be made in cash
to the Trustee of the eligible retirement plan, in accordance
with procedures established by the Committee.

     (c) No direct rollover distribution shall be made
unless the distributed furnishes the Committee with such
information as the Committee shall require and deems to be
sufficient.

     (d) Direct rollover distributions shall be treated as
all other distributions under the Plan and shall not be
treated as a direct trustee-to-trustee transfer of assets
and liabilities.

     5.6 Payments to Minors and Incompetents - If a Member
or Beneficiary entitled to receive any benefits hereunder
is a minor or is deemed by the Committee or is adjudged to
be legally incapable of giving valid receipt and discharge
for such benefits, they will be paid to such persons as the
Committee might designate or to the duly appointed
guardian. Any such payment shall be a complete discharge of
the liability of the Plan and the Trust therefor.


                          ARTICLE VI

                      Management of Funds

     6.1 General Responsibilities - All the funds of the
Plan shall be held by a Trustee or Trustees appointed from
time to time by the Board of Directors, in one or more
trusts under a trust instrument or instruments approved or
authorized by the Board of Directors for use in providing
the benefits of the Plan; provided that no part of the
corpus or income of the Trust Fund shall be used for, or
diverted to, purposes other than for the exclusive benefit
of Members and their Beneficiaries.

     6.2 Funding Agreements -

     (a) All the funds of the Plan shall be held by one or
more Investing Institutions appointed from time to time by
the Company. The Company shall have no liability for the
investment of the funds paid over to the Investing
Institution.

     (b) The Company retains the right to act on behalf of
all persons having an interest in any Trust Fund and to
enter into additional Trust Agreements.


                          ARTICLE VII

                  Administration of the Plan


      7.1  Named Fiduciaries  - The following parties are
 named as Fiduciaries of the Plan and shall have the
 authority to control and manage the operation and
 administration of the Plan:

     (i)    The Company;
     (ii)   The Board;
     (iii)  The Pension Committee; and
     (iv)   The Administrative Committee.

The Fiduciaries named above shall have only the powers and
duties expressly allocated to them in the Plan and in the
Trust Agreement and shall have no other powers and duties in
respect of the Plan; provided, however, that if a power or
responsibility is not expressly allocated to a specific named
fiduciary, the power or responsibility shall be that of the
Company.  No Fiduciary shall have any liability for, or
responsibility to inquire into, the acts and omissions of any
other Fiduciary in the exercise of powers or the discharge of
responsibilities assigned to such other Fiduciary under this
Plan or the Trust Agreement.

      7.2  Board of Directors -

(a)  The Board shall have the following powers and duties with
   respect to the Plan:

          (1)  to appoint and remove the Trustee and the members of the
               Committee as provided herein, and
          (2)  to amend any or all of the provisions of the Plan and to
               terminate the Plan in whole or in part pursuant to the
               procedures provided hereunder.

(a)  The Board shall have no other responsibilities with
respect to the Plan.


     7.3   Trustee -

The Trustee shall exercise all of the powers and duties
assigned to the Trustee as set forth in the Trust Agreement.
The Trustee shall have no other responsibilities with respect
to the Plan.


     7.4     Administrative Committee and Pension Committee -

     (a)  Membership of the Administrative Committee and Pension
Committee


The Pension Committee shall consist of one or more
individuals who shall be appointed by and serve at the
pleasure of the Board.  The Administrative Committee shall
consist of one or more individuals who shall be appointed by
and serve at the pleasure of the Pension Committee.  Any
Member, officer, or director of the Employer shall be
eligible to be appointed a member of either the
Administrative Committee or Pension Committee and all members
shall serve as such without compensation.  Upon Severance
from Service with the Employer or upon ceasing to be an
officer or director, if not an employee, he shall no longer
be eligible to serve on the Administrative Committee or the
Pension Committee.  The Board (with respect to the Pension
Committee) and the Pension Committee (with respect to the
Administrative Committee) shall have the right to remove any
member of the Committee over which it has jurisdiction at any
time, with or without cause.  A member may resign at any time
by written notice to the appropriate committee and to the
Board (with respect to the Pension Committee) and to the
Pension Committee (with respect to the Administrative
Committee).  If a vacancy in either the Administrative
Committee or Pension Committee should occur, a successor
shall be appointed by the Board (with respect to the Pension
Committee) or the Pension Committee (with respect to the
Administrative Committee).  The Administrative Committee and
Pension Committee shall by written notice keep the Trustee
notified of current membership of both the Administrative
Committee and Pension Committee, their officers and agents.
The Administrative Committee and Pension Committee shall
furnish the Trustee a certified signature card for each
member of the Administrative Committee and Pension Committee
and for all purposes hereunder the Trustee shall be
conclusively entitled to rely upon such certified signatures.

     (a)  Governance of Administrative Committee and Pension
Committee

The Board shall appoint a Chairman and a Secretary from among
the members of the Pension Committee and the Pension
Committee shall appoint a Chairman and Secretary from among
the members of the Administrative Committee.  All
resolutions, determinations and other actions shall be by a
majority vote of its members.  The Administrative Committee
and Pension Committee may appoint such agents, who need not
be members of either committee, as it deems necessary for the
effective performance of their duties, and may delegate to
such agents such powers and duties whether ministerial or
discretionary, as the appropriate committee deems expedient
or appropriate.  The compensation of such agents shall be
fixed by the appropriate committee; provided, however, that
in no event shall compensation be paid if such payment
violates the provisions of Section 408 of the ERISA and is
not exempted from such prohibitions by Section 408 of the
ERISA.

     (b)  Duties of Administrative Committee

The Administrative Committee shall have complete control of
the administration of the Plan (except for those duties
delegated to the Pension Committee) with all powers
necessary to enable it to properly carry out the provisions
of the Plan.  In addition to all implied powers and
responsibilities necessary to carry out the objectives of
the Plan and to comply with the requirements of the ERISA,
the Administrative Committee shall have the following
specific powers and responsibilities:

          (1)  To construe the Plan and Trust Agreement and to determine
               all questions arising in the administration, interpretation
               and operation of the Plan;
          (2)  To decide all questions relating to the eligibility of
               Employees to participate in the benefits of the Plan and Trust
               Agreement;
          (3)  To determine the benefits of the Plan to which any
               Member, Beneficiary or other person may be entitled;
          (4)  To keep records of all acts and determinations of the
               Committee, and to keep all such records books of accounts,
               data and other documents as may be necessary for the proper
               administration of the Plan;
          (5)  To prepare and distribute to all Plan Members and
               Beneficiaries information concerning the Plan and their rights
               under the Plan, including, but not limited to, all information
               which is required to be distributed by the ERISA, the
               regulations thereunder, or by any other applicable law;
          (6)  To file with the Secretary of Labor such reports and
               additional documents as may be required by the ERISA and
               regulations issued thereunder, including, but not limited to,
               summary plan descriptions, modifications and changes, annual
               reports, terminal reports and supplementary reports;
          (7)  To file with the Secretary of the Treasury all reports
               and information required to be filed by the Code, the ERISA
               and regulations issued under each; and
          (8)  To do all things necessary to operate and administer the
               Plan in accordance with its provisions and in compliance with
               applicable provisions of federal law.

     (a)  Duties of Pension Committee

The Pension Committee shall have complete control over the
selection and retention of investment alternatives available
under the Plan with all powers necessary to enable it to
properly carry out the provisions of the Plan.  The Pension
Committee may utilize the services of an investment manager
to select investment alternatives (in which case the Pension
Committee shall have complete control over the selection and
retention of such investment manager).  Furthermore, the
Pension Committee may structure the investment alternatives
and investment provisions in a manner that satisfies the
requirements of ERISA Section 404(c).

     (e)  Assistance by Employer

To enable the Administrative Committee and Pension Committee
to perform their functions, the Employer shall supply full
and timely information required by either committee.  For
example, the Employer shall provide the Administrative
Committee with all matters relating to the compensation and
length of service of all Members, their Retirement, death or
other cause of Severance from Service, and such other
pertinent facts as the Administrative Committee may require.
The Administrative Committee shall advise the Trustee of
such fats and issue to the Trustee such instructions as may
be required by the Trustee in the administration of the
Plan.  The Administrative Committee, Pension Committee and
the Employer shall be entitled to rely upon all certificates
and reports made by a Certified Public Accountant selected
or approved by the Employer.  The Administrative Committee,
Pension Committee, the Employer and its officers and the
Trustee, shall be fully protected in respect of any action
suffered by them in good faith in reliance upon the advice
or opinion of any accountant or attorney, and all action so
taken or suffered shall be conclusive upon each of them and
upon all other persons interested in the Plan.

     7.5    Standard of Fiduciary Duty - Any Fiduciary, or
any person designated by a Fiduciary to carry out fiduciary
responsibilities with respect tot he Plan, shall discharge
his duties solely in the interests of the Members and
Beneficiaries for the exclusive purpose of providing them
with the benefits an defraying the reasonable expenses of
administering the Plan.  Any Fiduciary shall discharge its
duties with the care, skill, prudence and diligence under
the circumstances then prevailing that a prudent man acting
in a like capacity and familiar with such matter would use
in the conduct of an enterprise of a like character and with
like aims.  Any Fiduciary shall discharge its duties in
accordance with the documents and instructions governing the
Plan insofar as such documents and instructions are
consistent with the provisions of the ERISA.
Notwithstanding any other provisions of the Plan, no
Fiduciary shall be authorized to engage in any transaction
which is prohibited by Sections 408 and 2003(a) of the ERISA
or Section 4975 of the Code in performance of its duties
hereunder.

     7.6  Claims Procedure - Any Member, former Member,
Beneficiary, or Spouse or authorized representative thereof
(hereinafter referred to as "Claimant"), may file a claim
for benefits under the Plan by submitting to the Committee a
written statement describing the nature of the claim and
requesting a determination of its validity under the terms
of the Plan.  Within thirty (30) days after the date such
claim is received by the Committee, it shall issue a ruling
with respect to the claim.  If the claim is wholly or
partially denied, written notice shall be furnished to the
Claimant, which notice shall set forth in a manner calculate
to be understood by the Claimant:

(1)  The Specific reason or reasons for denial;
(2)  Specific reference to pertinent Plan provisions on which
     the denial is based;
(3)  A description of any additional material or information
     necessary for the Claimant to perfect the claim and an
     explanation of why such material or information is necessary;
     and
(4)  An explanation of the claims review procedures.

Any Claimant whose claim for benefits has been denied, may
appeal such denial by resubmitting to the Committee a written
statement requesting a further review of the decision within
sixty (60) days of the date the Claimant receives notice of
such denial.  Such statement shall set forth the reasons
supporting the claim, the reasons such claim should not have
been denied, and any other issues or comments which the
Claimant deems appropriate with respect to the claim.

If the Claimant shall request in writing, the Committee shall
make copies of the Plan documents pertinent to his claim
available for examination of the Claimant.

Within sixty (60) days after the request for further review
is received, the Committee shall review its determination of
benefits and the reasons therefor and notify the Claimant in
writing of its final decision.  Such written notice shall
include specific reasons for the decision, written in a
manner calculated to be understood by the Claimant, with
specific references to the pertinent Plan provisions on which
the decision is based.  The Committee's decision of appeal
may be reviewed by the Board, which shall have the right to
overrule the Committee.

     7.7  Indemnification of Board, Administrative Committee
     and Pension Committee Members

To the extent permitted under the ERISA, the Plan shall
indemnify the Board, the Administrative Committee and the
Pension Committee against any cost or liability which they
may incur in the course of administering the Plan and
executing the duties assigned pursuant to the Plan.  The
Employer shall indemnify the members of the Administrative
Committee, Pension Committee and the Board against any
personal liability or cost not provided for in the preceding
sentence which they may incur as a result of any act or
omission in relation to the Plan or its Members.  The
Employer may purchase fiduciary liability insurance to insure
its obligation under this Section 7.7.  Promptly after
receipt by an indemnified party under this Section 7.7 of
notice of commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against an
Employer, notify the Employer of the commencement thereof,
and the omission so to notify the Employer will relieve the
Employer from the obligation to indemnify such party.  The
Employer shall be entitled to participate at its own expense
in the defense or to assume the defense of any action brought
against the party indemnified hereunder.  In the event the
Employer elects to assume the defense of any such suit, such
defense shall be conducted by counsel chosen by it and
reasonably satisfactory to the indemnified party.  The
indemnified party shall bear the fees and expenses of any
additional counsel retained by him.


                         ARTICLE VIII

                   Amendment and Termination


   8.1 Right to Amend  - The Company intends for the Plan to
be permanent so long as the Company exists; however, it
reserves the right to modify, alter, or amend this Plan or
the Trust Agreement, from time to time, to any extent that it
may deem advisable, including, but not limited to any
amendment deemed necessary to insure the continued
qualification of the Plan under Sections 401(a) and 401(k) of
the Code or to insure compliance with the ERISA; provided,
however, that the Company shall not have the authority to
amend the Plan in any manner which will:

   (a) Permit any part of the Fund (other than such part as
is required to pay taxes and administrative expenses) to be
used for or diverted for purposes other than for the
exclusive benefit of the Members or their Beneficiaries;

   (b) Cause or permit any portion of the Fund to revert to
or become the property of the Employer;

   (c) Change the duties, liabilities, or responsibilities of
the Trustee without its prior written consent.

Any amendment by the Company shall be made by resolution duly
adopted by the Board; provided, however, that the Plan may be
amended by the Committee without further action by the Board
when such amendment is in the judgment of the Committee
necessary or desirable with respect to administrative matters
or in order to conform with the law or regulations issued by
the Internal Revenue Service provided such amendments do not
significantly increase the cost of the Plan to the Employer
or adversely affect Members to a significant extent.

   8.2 Termination and Discontinuance of Contributions - The
Company shall have the right at any time to terminate this
Plan or to discontinue permanently its contributions
hereunder (hereinafter referred to as "Plan Termination").
Upon Plan Termination or partial termination, the Account of
each affected Member shall become fully vested and the
Committee shall direct the Trustee with reference to the
disposition of the Fund, after payment of any expenses
properly chargeable against the Fund.  The Trustee shall
distribute all amounts held in Trust to the Members and
others entitled to Distributions in proportion to the
Accounts of such Members and other Distributees as of the
date of such Plan Termination.  The termination of
sponsorship of the Plan by any Affiliated Sponsor shall to
affect the sponsorship of the Plan by the Company or any
other Affiliated Sponsor.

    8.3 IRS Approval of Termination - The Trustee shall not
be required to make any Distribution from this Plan in the
event of complete or partial Plan Termination until the
Internal Revenue Service has issued a favorable determination
with respect to the Plan's termination.


                          ARTICLE IX

                      General Provisions

     9.1 Expenses - All costs and expenses in administering
the Plan and managing the Trust Fund may be paid from the
Trust Fund and charged within the Trust Fund to the
appropriate Investment Funds to which such costs and
expenses are attributable to the extent such expenses are
not paid by the Company. Notwithstanding the foregoing,
brokerage fees, commissions, stock transfer taxes and
other charges and expenses in connection with the purchase
and sale of securities shall be paid from the Trust Fund
and charged within the Trust Fund to the Investment Fund
to which such charges and expenses are attributable.

     9.2 Source of Payment - Benefits under the Plan shall
be payable only out of the Trust Fund and the Company
shall not have any legal obligation or liability to make
any direct payment of benefits under the Plan. Neither the
Company nor the Trustee guarantees the Trust Fund against
any loss or depreciation, or guarantees the payment of any
benefit hereunder. No persons shall have any rights under
the Plan with respect to the Trust Fund, or against the
Trustee or the Company, except as specifically provided
for herein.

     9.3 No Right of Employment - Nothing contained in the
Plan shall be deemed to give any employee the right to be
retained in the service of the Company or to interfere
with the right of the Company to discharge or to retire
any employee at any time.

     9.4 Non-Alienation of Benefits - Except as
specifically provided in the Plan, no benefit payable at
any time under this Plan shall be subject in any manner to
alienation, sale, transfer, assignment, pledge, attachment
or encumbrance of any kind. Any attempt to alienate, sell,
transfer, assign, pledge, attach or otherwise encumber any
such benefit, whether presently or thereafter payable,
shall be void. Neither any benefit, nor the Trust Fund
shall, in any manner, be liable for or subject to the
debts or liability of any employee included in this Plan
or any beneficiary. If any employee included in this Plan
or any Beneficiary shall attempt to or shall alienate,
sell, transfer, assign, pledge, attach or otherwise
encumber his rights or benefits under this Plan or any
part thereof, or if by reason of bankruptcy or otherwise
the rights or benefits of any employee included in this
Plan or of any beneficiary would devolve upon anyone else
or would not be enjoyed by him, then the Committee, in its
discretion and to the extent permitted by law, may
terminate his interest in any such right or benefit and
direct the Trustee to hold or apply it for his use or
account or for the use or account of his spouse, children,
or other dependents or any of them in such manner as the
Committee may deem proper.

     9.5 Qualified Domestic Relations Orders -
Notwithstanding any provision in the Plan to the contrary,
the Committee shall take such steps as are necessary under
the Plan to comply with the terms of any applicable
"qualified domestic relations order" (as defined by Code
Section 414(p) and ERISA Section 206(d)). The Account of
any Member subject to such an order shall be adjusted to
reflect any payments made pursuant to such order. Payments
may not be made from this Plan pursuant to such an order
at any time prior to earliest retirement age, as defined
in the Code and ERISA. The Committee shall adopt such
procedures as it deems necessary and appropriate to carry
out the provisions of this Section.

     9.6 Invalidity of Provisions - If any provision of this
Plan is held invalid or unenforceable, such invalidity or
unenforceability shall not affect any other provisions hereof,
and this Plan shall be construed and enforced as if such
invalid or unenforceable provision had not been included.

    9.7 Failure to Initially Oualify Plan - In no event
shall any part of the corpus or the income of the Plan be
used for, or diverted to, any purpose other than the
exclusive benefit of Members, former Members and their
Beneficiaries hereunder. Notwithstanding the foregoing, in
the event that the Internal Revenue Service initially
determines that the Plan does not qualify under Code
Section 401(a), all Company Contributions made prior to
such initial determination as to the qualification of the
Plan may be returned to the Company within one year of the
denial of qualification.

    9.8 Adoption of Plan By SubsidiaryAffiliated or
Associated Company - The Board or the Chief Executive
Officer of the Company shall determine which employers
shall become Affiliated Sponsors within the terms of the
Plan.  In order for the Board or CEO to designate an
Employer as an Affiliated Sponsor, the Board or CEO must
designate in writing that the business enterprise is an
Affiliated Sponsor.  Th Board or CEO may also specify such
terms and conditions pertaining to the adoption of the Plan
by the Affiliated Sponsor as the Board or CEO deems
appropriate.  An Affiliated Sponsor is entitled to adopt
the Plan with respect to certain of its Employees, while
not adopting the Plan with respect to the remainder to its
employees.

    9.9 Mergers and Transfers - No merger or consolidation
with, or transfer of assets or liabilities to, any profit
sharing or retirement plan, shall be made unless the
benefit each Member in this Plan would receive if the Plan
were terminated immediately after such merger or
consolidation, or transfer of assets and liabilities, would
be at least as great as the benefit he would have received
had the Plan terminated immediately before such merger,
consolidation or transfer.

    9.10  Compliance with Securities Laws - Any other
provisions in this Plan to the contrary notwithstanding,
purchase or distribution of Company common stock shall be
subject to compliance with any applicable federal or state
securities laws or rules and regulations thereunder.

    9.1l  Governing Law - To the extent such laws are not
preempted by ERISA, the provisions of the Plan shall be
interpreted in accordance with the laws of the state of
Georgia.

    9.12  Trust-to-Trust Transfers - In the event of a
transfer from a qualified plan (other than a plan subject
to the requirements of Section 417 of the Code), and at the
discretion of the Committee, and pursuant to procedures
issued by the Committee, the individuals who were Members
in such other plan may be given the opportunity to elect to
have their entire interests in such plan transferred
directly on a trust-to-trust basis into this Plan.  Any
such transferred amounts shall be allocated to Accounts of
Members as determined by the Committee.

    9.13  Construction - The masculine pronoun includes the
feminine and the singular includes the plural.

    9.14  Nondiscrimination Testing  - For purposes of
satisfying the nondiscrimination requirements under Code
Section 401(a)(4), the term "highly compensated employee"
shall mean an Employee who:

     (a)  was a 5% owner, as defined in Section 416(i)(1) of the
Code, at any time during the Plan Year or the preceding Plan
Year; or

     (b)  for the preceding Plan Year performed services for the
Company or an Affiliated Company, received compensation
(within the meaning of Treasury Regulation section 1.415-
2(d)(11)(i)) in excess of $80,000 (adjusted at the same time
and in the same manner as under Section 415(d) of the Code)
and was a member of the "Top Paid Group."  "Top Paid Group"
means the top 20% of all Employees ranked on the basis of
Compensation received from the Employer during the applicable
year.  The number of Employees in the Top Paid Group shall be
determined by ignoring Employees who are no-resident aliens
and Employees who do not perform services for the Employer
during the applicable year.

For purposes of the foregoing paragraph, a Former Employee
shall be treated as a Highly Compensated Employee if (i) such
former Employee was a Highly Compensated Employee when such
former Employee separated from service, or (ii) such former
Employee was a Highly Compensated Employee at any time after
attaining age 55.

     9.15 USERRA  - Notwithstanding any provision of the Plan
to the contrary, contributions, benefits, and service credit
with respect to qualified military service will be provided
in accordance with Section 414(u)(4) of the Code, effective
for reemployment on or after December 12, 1994.



                           ARTICLE X

                   Contribution Limitations

     10.1 Annual Addition
Limitation -

    (a) Notwithstanding any provision of the Plan to the
contrary, in no event shall the Annual Addition (as
hereinafter defined) with respect to any Member in any
calendar year (which shall be the "Limitation Year") exceed
the lesser of (1) 25% of the Member's compensation (within
the meaning of Treasury Regulation section
1.415-2(d)(2)(i)) or (2) the dollar limit in effect for
such calendar year in accordance with Code Section
415(c)(1)(A).

    (b) For purposes of this Section 10.1, the term "Annual
Addition" with respect to any Member means the Company
Contributions and forfeitures made pursuant to Section 3.1
allocated to the Member's Account and amounts described in
Code Section 419A(d)(2).

    (c) If a Member is also participating in another
tax-qualified defined contribution plan maintained by the
Company or an Affiliated Company (as modified by
application of Code Section 415(h)), the otherwise
applicable limitation on Annual Additions under this Plan
shall be reduced by the amount of annual additions (within
the meaning of Code Section 415(c)(2)) under any such other
defined contribution plan.

    (d) Excess Company Contributions, as determined under
subsections (a) through (c) above, shall be used to reduce
future Company Contributions on behalf of the Member for
the next succeeding Limitation Year and succeeding
Limitation Years as necessary. If the Member is not covered
by the Plan as of the end of such succeeding year, but an
excess amount still exists, such excess amount will be held
unallocated in a suspense account. The suspense account
will be applied to reduce future contributions on behalf of
the other Members entitled to an allocation, in that
Limitation Year, and succeeding Limitation Years, if
necessary.

     10.2 Top-Heavy Provisions -

    (a) Special Top-Heavy Definitions - For purposes of
this Section 10.2, the following terms shall have the
following meanings:

    (1) "Determination Date" means, with respect to any
Plan Year, the last Valuation Date of the preceding Plan
Year.

    (2) "Key Employee" means a Member or former Member
who is a "key employee" as defined in Code Section
416(i).

    (3) "Permissive Aggregation Group" means, with respect
to a given Plan Year, this Plan and all other plans of the
Company and its Affiliated (other than those included in the
Required Aggregation Group) which, when aggregated with the
plans in the Required Aggregation Group, continue to meet the
requirement of Code Sections 401 (a)(4) and 410.

    (4) "Present Value of Accounts" means, as of a given
Determination Date, the sum of the Members' Accounts under
the Plan as of such Valuation Date. The determination of the
Present Value of Accounts shall take into consideration
distributions made to or on behalf of the Member in the Plan
Year ending on the Determination Date and the four preceding
Plan Years, but shall not take into consideration the
Accounts of any Member who has not performed any services for
the Company during the five year period ending on the
Determination Date.

    (5) "Required Aggregation Group" means with respect to a
given Plan Year, (i) this Plan, (ii) each other plan of the
Company and its Affiliated Companies in which a Key Employee
is a participant (regardless of whether the plan has
terminated within the last five (5) Plan Years), and (iii)
each other plan of the Company and its Affiliated Companies
which enables a plan described in (i) or (ii) to meet the
requirements of Code Sections 401(a)(4) and 410.

    (6) "Top-Heavy" means, with respect to the Plan
for a Plan Year:

     (i) that  the  Present  Value  of  Accounts  of  Key
         Employees  exceeds  60%  of  the  Present  Value  of
         Accounts of all Members, or

    (ii) the Plan is part of a Required Aggregation Group
         and such Required Aggregation Group is a Top-Heavy
         Group, unless the Plan or such Top-Heavy Group is
         itself part of a Permissive Aggregation Group which
         is not a Top-Heavy Group.

    (7) "Top-Heavy Group" means, with respect to a given
Plan Year, a group of Plans of the Company which, in the
aggregate, meet the requirements of the definition contained
in Code Section 416(g)(2)(B). Solely for the purpose of
determining if the Plan, or any other Plan included in a
required aggregation group of which this Plan is a part, is
Top-Heavy (within the meaning of Code Section 416(g)) the
accrued benefit of an Employee other than a key employee
(within the meaning of Code Section 416(i)(1)) shall be
determined under (1) the method, if any, that uniformly
applies for accrual purposes under all Plans maintained by
the Company, or (ii) if there is no such method, as if such
benefit accrued not more rapidly than the slowest accrual
rate permitted under the fractional accrual rate of Code
Section 411(b)(l)(C).

    (b) Special Top-Heavy Rules - Notwithstanding any other
provision of the Plan to the contrary, the following
provisions of this Section 10.2 shall automatically become
operative and shall supersede any conflicting provisions of
the Plan if, in any Plan Year, the Plan is Top-Heavy.

    (1) The minimum Company Contribution during the Plan
Year on behalf of a Member who is not a Key Employee shall be
equal to the lesser of (i) 3% of such Member's compensation
(within the meaning of Section 415 of the Code); or (ii) the
percentage of compensation at which Company Contributions are
made (or required to be made) under the Plan on behalf of the
Key Employee for whom such percentage is the highest.

    (2) Member who is not a Key Employee and whose
employment is terminated prior to the completion of two
(2) or more Years of Continuous Employment shall not be
entitled to any portion of his Account under the Plan.
A Member who is not a Key Employee and whose employment
is terminated after the completion of two (2) or more
Years of Continuous Employment shall be entitled to
receive the vested portion of his Account, determined
in accordance with the following schedule:

       Years of Continuous Service     Vested Percentage
                  2                          20%
                  3                          40%
                  4                          60%
                  5                         100%

    The vesting schedule under this subsection (b)(2) shall
apply to the portion of the Account of a Member who is a non-
Key Employee that represents contributions made by the Company
on the Member's behalf before or while the Plan is a Top-Heavy
Plan. In the event the Plan previously was a Top-Heavy Plan
but subsequently is not a Top-Heavy Plan, the vesting schedule
under this subsection (b)(2) shall be changed to the vesting
schedule provided in Section 3.3 of the Plan; provided,
however, that any non-key Employee who has completed at least
three (3) or more Years of Continuous Employment and who had
at least one Hour of Service while the Plan was a Top-Heavy
Plan, shall be entitled to elect, within a reasonable period,
which of the above two vesting schedules is applicable to his
Account.

    (4) In the event that Congress should provide by
statute, or the Treasury Department should provide by
regulation or ruling, that the limitations provided in
this Section 10.2 are no longer necessary for the Plan
to meet the requirements of Section 401 or other
applicable law then in effect, such limitations shall
become void and shall no longer apply, without the
necessity of further amendment to the Plan.


    IN WITNESS WHEREOF, the Company has caused this
Plan to be duly executed and adopted effective January
1, 2000.


                              GOLD KIST INC.

                              By: /s/ Gaylord O. Coan
                              Title: CEO

Attest: /s/ J. David Dyson
Title:  Secretary


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