rrd153562_173202.html

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bfi0LmO+gFoOgASilW1m+5+SDU4iE866sJHgU9LvP/srrGsZuBmbjIsoYXMjTvTz cyPB9RI28zYu/iWNnGR/Cw== 0001181431-07-059010.txt : 20070927 0001181431-07-059010.hdr.sgml : 20070927 20070927110516 ACCESSION NUMBER: 0001181431-07-059010 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070315 FILED AS OF DATE: 20070927 DATE AS OF CHANGE: 20070927 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SANDERSON FARMS INC CENTRAL INDEX KEY: 0000812128 STANDARD INDUSTRIAL CLASSIFICATION: POULTRY SLAUGHTERING AND PROCESSING [2015] IRS NUMBER: 640615843 STATE OF INCORPORATION: MS FISCAL YEAR END: 1031 BUSINESS ADDRESS: STREET 1: 225 N 13TH AVE STREET 2: PO BOX 988 CITY: LAUREL STATE: MS ZIP: 39441 BUSINESS PHONE: 6016494030 MAIL ADDRESS: STREET 1: 225 N 13TH AVENUE STREET 2: PO BOX 988 CITY: LAUREL STATE: MS ZIP: 39441 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GRIMES JAMES A CENTRAL INDEX KEY: 0001090146 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-14977 FILM NUMBER: 071138287 BUSINESS ADDRESS: STREET 1: C/O SANDERSON FARMS INC STREET 2: 225 LAUREL AVE CITY: LAUREL STATE: MS ZIP: 39441 BUSINESS PHONE: 6016494030 MAIL ADDRESS: STREET 1: C/O SANDERSON FARM STREET 2: 225 N 13TH AVE CITY: LAUREL STATE: MS ZIP: 39441-0998 4/A 1 rrd173334.xml FORM 4/A X0202 4/A 2007-03-15 2007-03-19 0 0000812128 SANDERSON FARMS INC SAFM 0001090146 GRIMES JAMES A 127 FLYNT ROAD LAUREL MS 39443 0 1 0 0 Sec'y/Chief Acctg. Officer Common Stock 2007-03-15 4 M 0 2813 7.40 A 17497 D Common Stock 2007-03-15 4 M 0 5625 12.37 A 23122 D Common Stock 2007-03-15 4 S 0 8438 34.28 D 14684 D Common Stock 12410 I Shares allocated to the Reporting Person's Issuer ESOP account Employee Stock Options (Right to Buy) 7.4 2007-03-15 4 M 0 2813 0 D 2002-04-27 2011-04-26 Common Stock 2813 0 D Employee Stock Options (Right to Buy) 12.37 2007-03-15 4 M 0 5625 0 D 2003-07-25 2012-07-24 Common Stock 5625 0 D Exercisable for a 10-year period, with vesting beginning on the date indicated, which was one year after the date of grant. Vesting continues thereafter at 25% per year on each anniversary date until fully vested. This amended Form 4 is being filed to include as Exhibit 24 a copy of Mr. Grimes' statement confirming that he has authorized D. Michael Cockrell to sign and file Section 16 ownership reports on his behalf. /s/ James A. Grimes 2007-09-27 EX-24. 2 rrd153562_173202.htm CONFIRMING STATEMENT rrd153562_173202.html

CONFIRMING STATEMENT


	This Statement confirms that the undersigned, James A. Grimes, has authorized and
designated D. Michael Cockrell to execute and file on the undersigned's behalf all Forms 3, 4
and 5 (including any amendments thereto) that the undersigned may be required to file with the
U.S. Securities and Exchange Commission as a result of the undersigned's ownership of or
transactions in securities of Sanderson Farms, Inc.  The authority of D. Michael Cockrell under
this Statement shall continue until the undersigned is no longer required to file Forms 3, 4 and 5
with regard to his ownership of or transactions in securities of Sanderson Farms, Inc., unless
earlier revoked in writing.  The undersigned hereby ratifies, confirms and approves the exercise
by D. Michael Cockrell of authority as the undersigned's attorney-in-fact by signing any Form 3,
4 or 5 (or any amendments thereto) prior to the date of this Statement, the undersigned having
believed that he had granted D. Michael Cockrell such authority prior to the filing of any such
Form.  The undersigned acknowledges that neither D. Michael Cockrell nor Sanderson Farms,
Inc. is assuming any of the undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934.



Date:	May 30, 2007
/s/ James A. Grimes
Name:  James A. Grimes

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