<PAGE>

                                                                    EXHIBIT 10.8

                             AMENDMENT NUMBER THREE
                                     TO THE
                              SANDERSON FARMS, INC.
                                      AND .
                                   AFFILIATES
                          EMPLOYEE STOCK OWNERSHIP PLAN

            THIS AGREEMENT, made and entered into this 11th day of February,
2004, by Sanderson Farms, Inc., a Mississippi corporation herein called the
"Company";

            WHEREAS, the Company maintains Sanderson Farms, Inc. and Affiliates
Employee Stock Ownership Plan, as heretofore amended (the "Plan"); and

            WHEREAS, the Company desires to amend the Plan as hereinafter
provided.

            NOW, THEREFORE, pursuant to Section 17.1 of the Plan, the Plan is
hereby amended as follows:

            FIRST: Section 2.2 of the Plan is hereby deleted.

            SECOND: Article 2 of the Plan is amended by adding thereto the
following new Section 2.30:

      Section 2.30 "Valuation Date" means the last day of each Plan Year and any
      other date on which a special valuation is made, as designated by the
      Administrative Committee.

            THIRD: The first paragraph of Section 4.1 of the Plan is hereby
amended to read as follows:

                  Any Eligible Employee who has completed one (1) Year of
      Service with the Employers as an Eligible Employee and who has attained
      twenty-one (21) years of age shall be eligible to participate in the Plan
      as of the

                                       1
<PAGE>

      Employers' Securities acquired by the Trustees may initially be credited
      to the Unallocated Stock Account, if both general accounts are maintained.
      As of each Valuation Date, Employers' contributions and forfeitures for
      the year, cash dividends received on Qualifying Employers' Securities, if
      any, the interest paid or payable during the year if any part of a loan is
      outstanding, and the shares of Qualifying Employers' Securities released
      from the Unallocated Stock Account, if maintained, shall be allocated
      among Participants' accounts in the following manner:

                  (a) Dividends on shares of Qualifying Employers' Securities
      allocated to Participants' stock accounts at the beginning of the year
      shall be credited to each Participant's account.

                  (b) any forfeitures of Qualifying Employers' Securities and
      any cash forfeitures which have matured during the year shall be allocated
      to Participant' accounts in the manner set forth in Section 6.3.

                  (c) Dividends on Qualifying Employers' Securities held in the
      Unallocated Stock Account, any interest received and any other items of
      income shall be allocated to Participants' accounts in the same ratio that
      the balances in each Participant's separate account or accounts bear to
      the aggregate accounts of all Participants at the beginning of such fiscal
      year, less distributions, if any, made in such year.

                  (d) Each Participant's share of the Employers' contributions
      (in whatever form) shall be credited to Participants' accounts in the
      manner set forth in Section 6.3.

                  (e) Shares of Qualifying Employers' Securities released from
      the Unallocated Stock Account, if maintained, equaling the balance of
      Participants' cash accounts divided by the share price shall be allocated
      to Participants' stock accounts. Additions to the Investment Account, if
      maintained, and Investment Account Income, if any, shall be computed on
      each Valuation Date and each Participant's account shall be credited with
      his share of additions to the Investment Account or Investment Account
      Income in the same ratio that the balances in each Participant's separate
      account or accounts bear to the aggregate accounts of all Participants
      immediately following the preceding Valuation Date, less distributions, if
      any, made since such Valuation Date. Investment Account Income is the net
      increase or decrease during the year attributable to its income and
      expenses, gains and losses whether or not realized in the Investment
      Account.

                                       4
<PAGE>

            TENTH: Section 6,8 of the Plan is hereby amended to read as follows:

      Section 6.8 Annual Statements.

                  On or before the expiration of four (4)' calendar months after
      each Valuation Date which is as of the end of a Plan Year, or as soon as
      administratively feasible thereafter, the Administrative Committee shall
      upon information furnished by the Trustees, or the Trustees shall upon
      direction of the Administrative Committee, make reports to each
      Participant as of the Valuation Date, and the Valuation Date immediately
      preceding showing the balances in all of each Participant's account or
      accounts.

            ELEVENTH: Section 7.2 and Section 9,4 of the Plan are hereby amended
by deleting therefrom the term "Accounting Date" and substituting in lieu
thereof the term "Valuation Date."

            TWELFTH: The first paragraph of Section 8.3 of the Plan is hereby
amended to read as follows;

                  In the event of termination of a Participant's employment by
      reason of resignation or by any reason other than retirement at or after
      his normal retirement date, death or Total and Permanent Disability, the
      nonvested portion of the amount credited to his account shall be forfeited
      as provided in Section 9.4. As of the Valuation Date which is as of the
      end of a Plan Year, the Trustee in charge of the records shall allocate
      among the Participants' accounts any account balances forfeited under this
      Section 8.3 which have become available for forfeiture during the Plan
      Year then ending, This allocation shall be made in the same ratio as
      Employer contributions are allocated pursuant to Section 6.3.

                                       5
<PAGE>

            THIRTEENTH: The amendments made hereby shall be effective as of
November 1, 1997, unless another effective date is specified herein.

            FOURTEENTH: The Plan, as hereinabove amended, shall remain in full
force and effect.

            IN WITNESS WHEREOF, the Company has caused this instrument to be
executed and its seal to be hereunto affixed and attested, all by its officers
thereunto duly authorized, as of the 11th day of February, 2004.

                                                  SANDERSON FARMS, INC.

                                          By /s/ ?????
                                             --------------------------

                                          Its Treasurer & CFO
ATTEST:

By /s/ ?????
   ---------------------

Its Director of Org. Dev.

                                       6