0000950123-10-032140 Sample Contracts

SANDERSON FARMS, INC. COMMON STOCK, PAR VALUE $1.00 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • April 5th, 2010 • Sanderson Farms Inc • Poultry slaughtering and processing • New York

The undersigned understands that Morgan Stanley & Co. Incorporated (“Morgan Stanley”) and J.P. Morgan Securities Inc. (“J.P. Morgan”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Sanderson Farms, Inc., a Mississippi corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley and J.P. Morgan (the “Underwriters”), of ___ shares (the “Shares”) of the common stock, $1.00 par value per share, of the Company (the “Common Stock”).

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