EXHIBIT B-10(f)(2)



                    WITHDRAWAL AND ASSIGNMENT AGREEMENT


     This Withdrawal and Assignment Agreement (the "Agreement") is made and

entered into as of the first day of July, 2001 by and between Golden Peanut

Company, LLC, a Georgia limited liability company ("Golden") and Gold Kist,

Inc., a Georgia corporation ("Gold Kist").



                                 RECITALS



     WHEREAS, by letter dated July 31, 2001, Gold Kist notified Golden  and

its  Members of the election of Gold Kist to withdraw from Golden effective

July 31, 2002, in accordance with Section 3.1 of the Operating Agreement of

Golden, dated as of March 30, 2000 (the "Operating Agreement");



     WHEREAS,  Golden,  Golden's Members (unanimously by  consent  to  this

Agreement  and  pursuant to Section 2.2(h) of the Operating Agreement)  and

Gold  Kist have agreed to modify the terms of exit as specified in  Section

3.1  of  the Operating Agreement by accelerating the effective date of  the

withdrawal  of  Gold Kist from Golden so that the effective  date  of  such

withdrawal shall be July 1, 2001.



     NOW,   THEREFORE,  in  consideration  of  the  mutual  covenants   and

conditions herein contained and other good and valuable consideration,  the

receipt  and sufficiency of which is hereby acknowledged, Golden  and  Gold

Kist hereby agree as follows:



       1.    Terms.   Terms used in this Agreement which are defined  in  the
Operating  Agreement  shall  have the same meaning  for  purposes  of  this
Agreement as such terms have for purposes of the Operating Agreement.

       2.   Distribution Calculation.  Section 3.1(c) of the Operating Agreement
provides that Golden shall pay the withdrawing Member the amount equal to
the withdrawing Member's Interest times the book value of Golden as of the
effective date of withdrawal.  At July 1, 2001, the Member Interest of Gold
Kist was Twenty-Four and Nine Hundred Fifty Eight One Thousands percent
(24.95886%).  According to the unaudited balance sheet of Golden for its
fiscal year ended June 30, 2001, a copy of which has been provided to Gold
Kist (the "6/30/01 Unaudited Balance Sheet"), the book value was Ninety
Seven Million One Hundred Forty-Four Thousand Eight Hundred and Ninety-Two
Dollars ($97,144,892).  Accordingly, pursuant to the 6/30/01 Unaudited
Balance Sheet, Gold Kist would be entitled to Twenty Four Million Two
Hundred Forty-Six Thousand Two Hundred and Fifty-Eight Dollars
($24,246,258) as a withdrawing distribution as of July 1, 2001 (the
"Unaudited Distribution").  Simultaneous with the execution of this
Agreement, Golden shall pay Gold Kist the Unaudited Distribution in
immediately available funds.  The parties acknowledge that Golden expects
to receive an audited balance sheet as of June 30, 2001 (the "6/30/01
Audited Balance Sheet") in September, 2001.  Promptly upon receipt, Golden
shall deliver a copy of the 6/30/01 Audited Balance Sheet to Gold Kist
along with the calculation of the amount due Gold Kist pursuant to
Section 3.1(c) of the Operating Agreement and the 6/30/01 Audited Balance
Sheet (the "Audited Distribution").  If the Audited Distribution exceeds
the Unaudited Distribution, Golden shall promptly pay Gold Kist such
excess.  If the Unaudited Distribution exceeds the Audited Distribution,
Gold Kist shall promptly pay Golden such excess.

     3.   Assignment.  Gold Kist does hereby transfer, assign and convey all of
its Member's Interest to Golden, including, without limitation, all of its
right, title and interest in and to the profits, losses, distributions and
assets of Golden.  This assignment shall be effective as of July 1, 2001.
Accordingly, Gold Kist does hereby waive any interest it may have in and to
the profits, losses, distributions and assets of Golden arising, accruing
or existing after June 30, 2001.

       4.   Representations.  Gold Kist hereby represents and warrants
to Golden as follows:

(a)  It has good and marketable title to its Member's Interest, free and
clear of any lien, pledge, security interest or other encumbrance of any
kind; and

(b)  It has the corporate power and authority to (i) execute and deliver
this Agreement, and (ii) perform its obligations hereunder.  The execution,
delivery and performance of this Agreement have been duly authorized by its
Board of Directors (or the Executive Committee thereof) and no other
corporate or shareholder proceeding on its part is necessary to authorize
the execution, delivery or performance of this Agreement or the
consummation of the transaction contemplated hereby.  This Agreement is
legal, valid, binding and enforceable against it in accordance with its
terms.

     5.    Services.   In accordance with Section 1.5(a) of  the  Operating
Agreement, Gold Kist has been performing certain services for Golden.  Gold
Kist  acknowledges  its obligation under Section 1.5(a)  of  the  Operating
Agreement  to  cooperate with and continue to provide such services  and/or
support to Golden for a reasonable time not to exceed six (6) months.

     6.   Reimbursement Agreement.  Simultaneous with the execution of this
Agreement, the parties have entered into a First Amendment to the
Reimbursement Agreement, dated as of March 30, 2000, among Golden, Gold
Kist, Alimenta (U.S.A.), Inc. (formerly Alimenta Holdings, Inc.), Archer-
Daniels-Midland Company and Cargill, Incorporated.

     7.   Litigation Sharing and Indemnification Agreement.  Gold Kist
acknowledges and agrees that its obligations under the Litigation Sharing
and Indemnification Agreement among Golden, Gold Kist, Alimenta (U.S.A.),
Inc. (formerly Alimenta Holdings, Inc.), Cargill Incorporated and Archer-
Daniels-Midland Company, dated as of March 30, 2000, shall survive this
Agreement and the withdrawal of Gold Kist from Golden and shall continue in
full force and effect and be binding upon and enforceable against Gold Kist
notwithstanding Gold Kist's withdrawal as a Member of Golden.

     8.   Further Assurances.  The parties to this Agreement agree to provide
all other information, execute and deliver any further instruments or
documents and take or forebear from any further acts, that may be
reasonably required or useful to carry out the intent and purpose of this
Agreement.

     9.   Entire Agreement.  This Agreement constitutes the entire agreement
between the parties hereto and supersedes all prior agreements and
understandings of the parties in connection herewith.  No change in or
additions to this Agreement shall be binding upon the parties hereto unless
and until in writing and signed by an authorized representative of each
party.

     10.  Applicable Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Georgia.

     In Witness Whereof, the parties hereto have caused this Agreement to
be executed as of July 1, 2001 by their duly authorized representatives.





                                  GOLD KIST, INC.







                                  By:  /s/ John Bekkers



                                    Name: John Bekkers

                                    Title: CEO and President







                                  GOLDEN PEANUT COMPANY, LLC







                                  By:  /s/

                                    James W. Dorsett

                                    President



The Members hereby consent to Gold Kist, Inc.'s withdrawal from Golden

Peanut Company, LLC pursuant to Section 2.2(h) of the Operating Agreement

to the extent such withdrawal is not pursuant to Section 3 of the Operating

Agreement.





                                  Alimenta (U.S.A.), Inc.



                                  By:  /s/

                                    Name:

                                    Title:



                                  Archer-Daniels-Midland Company



                                  By:  /s/

                                    Name:

                                    Title:



                                  Cargill Incorporated



                                  By:  /s/

                                    Name:

                                    Title:





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