Split Dollar Life Insurance Plan

GOLD KIST INC.
SPLIT DOLLAR LIFE INSURANCE PLAN


ARTICLE I


ESTABLISHMENT AND PURPOSE
-------------------------


This Plan is established for the benefit of selected key Employees and Directors and shall be known as the "Gold Kist Inc. Split Dollar Life Insurance Plan." The purpose of the Plan is to provide Company-financed split dollar life insurance benefits in order to recruit and to retain selected key Employees and Directors for the Company.


ARTICLE II


DEFINITIONS
-----------


The following words and phrases as used in the Plan have the following meanings:


2.1 "Affiliate" means either (a) any employer that is a corporation
--------- included with Gold Kist Inc. in a "controlled group of corporations," as defined in Code section 414(b), or an unincorporated business included with Gold Kist Inc. in a group of trades or businesses under "common control," as defined by regulations prescribed by the Secretary of the Treasury under Code section 414(c) or (b) any other employer, whether incorporated or unincorporated, which is not described in the foregoing clause (a) but which Gold Kist Inc. has an ownership interest in to any extent.


2.2 "Agreement" means a Split Dollar Insurance Agreement in the form
--------- approved by the Company.


2.3 "Board" (or "Board of Directors") means the present and any
----- succeeding Board of Directors of Gold Kist Inc. or the Executive Committee of said Board which shall have the authority of said Board with respect to the Plan.


2.4 "Code" means the Internal Revenue Code of 1986, as amended from time
---- to time.


2.5 "Company" means Gold Kist Inc., a Georgia corporation, or any
------- entity which succeeds to its rights and obligations with respect to the Plan and any other Affiliate of Gold Kist Inc. which is a Participating Company.


2.6 "Director" means a person who is either a Director or Director
-------- Emeritus in accordance with the by-laws of the Company.


2.7 "Employee" means an employee of the Company or an Affiliate (a) who
-------- is designated in writing by the Plan Administrator to participate in the Plan and (b) on whose life the Company is able to purchase a Policy on terms and at a cost that are acceptable to the Company in its sole discretion.


2.8 "Participant" means either an Employee or Director or, if the
----------- Employee or Director so elects and the Company consents, either the trustee or trustees of a trust established by the Employee or Director or an individual or individuals designated by the Employee or Director.


2.9 "Participating Company" means Gold Kist Inc. or an Affiliate which
--------------------- by action of its board of directors or equivalent governing body and with the written consent of the Board of Directors ("Board") of Gold Kist Inc., has adopted the Plan; provided that the Board may, subject to the foregoing proviso, waive the requirement that such board of directors or equivalent governing body effect such adoption. The term "Participating Company" shall be construed as if the Plan were solely the Plan of such Participating Company, unless the context plainly requires otherwise. Notwithstanding the foregoing, (i) if a Participant is employed by or a Director of an Affiliate as defined in clause (a) of Section 2.2 of this Plan, then the obligation to provide benefits hereunder while the Participant is employed by such Affiliate shall be the obligation of Gold Kist Inc. as well as such Affiliate; and (ii) if a Participant is employed by or a Director an Affiliate as defined in clause (b) of Section 2.2 of this Plan, then the obligation to provide benefits hereunder while the Participant is employed by such Affiliate shall be the obligation solely of such Affiliate, and not a joint obligation of Gold Kist Inc. or any other Affiliate.


2


2.10 "Plan" means the "Gold Kist Inc. Split Dollar Life Insurance Plan"
---- as set forth herein and as amended from time to time.


2.11 "Plan Administrator" means the Chief Executive Officer of Gold Kist
------------------ Inc. or such other person(s) as he shall designate in writing.


2.12 "Plan Year" means the calendar year; provided that records with
--------- respect to each individual policy under the Plan shall be maintained on the basis of the applicable policy year.


2.13 "Policy" means a life insura ...