PURCHASE AND CONTRIBUTION AGREEMENT

This AMENDMENT NO. 2 (this “ Amendment ”) dated as of September 26, 2008 is entered into among PILGRIM’S PRIDE FUNDING CORPORATION (the “ Company ”) and PILGRIM’S PRIDE CORPORATION (“ Pilgrim’s Pride ”).

WHEREAS, the parties hereto have entered into a certain Purchase and Contribution Agreement dated as of June 26, 1998 (as amended through the date hereof, the “ Agreement ”);

WHEREAS, the parties desire to amend the Agreement as hereinafter set forth;

NOW, THEREFORE, in consideration of the promises and the mutual agreements contained herein and in the Agreement, the parties hereto agree as follows:

SECTION 1.   Definitions .  All capitalized terms used, but not otherwise defined, herein shall  have the respective meanings for such terms set forth in Exhibit I to the Receivables Purchase Agreement (as defined in the Agreement).

SECTION 2.   Amendments to the Agreement .  The Agreement is hereby amended as follows:

2.1   The second paragraph of the Agreement titled “ Definitions ” is hereby amended and restated in its entirety as follows:

Unless otherwise indicated, certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I to the Amended and Restated Receivables Purchase Agreement dated as of September 26, 2008 (as amended, supplemented, restated or otherwise modified from time to time, the “ Receivables Purchase Agreement ”) by and among the Company, Pilgrim’s Pride, as initial Servicer, the Purchasers and Purchaser Agents from time to time parties thereto and BMO Capital Markets Corp., as administrator for each Purchaser Group (together with its successors and assigns, the “ Administrator ”).

2.2   The second parenthetical set forth in clause (e) of Section 4.1 of the Agreement is hereby amended and restated in its entirety as follows:

(and the Administrator on behalf of the Purchasers as assignee of the Company)

2.3   Clause (i) of Section 4.1 of the Agreement is hereby amended and restated in its entirety as follows:

(i)           A certificate from an officer of Originator to the effect that Servicer and Originator have placed on the most recent, and have taken all steps reasonably necessary to ensure that there shall be placed on subsequent, summary master control data processing reports the following legend (or the substantive equivalent thereof):  “THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD TO PILGRIM’S PRIDE FUNDING CORPORATION PURSUANT TO A PURCHASE AND CONTRIBUTION AGREEMENT, DATED AS OF JUNE 26, 1998, AMONG PILGRIM’S PRIDE CORPORATION AND PILGRIM’S PRIDE FUNDING CORPORATION; AND AN INTEREST IN THE RECEIVABLES DESCRIBED HEREIN HAS BEEN GRANTED TO BMO CAPITAL MARKETS CORP. (ON BEHALF OF THE PURCHASERS) PURSUANT TO AN AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, DATED AS OF SEPTEMBER 26, 2008, AMONG PILGRIM’S PRIDE FUNDING CORPORATION, PILGRIM’S PRIDE CORPORATION, THE PURCHASERS AND PURCHASER AGENTS FROM TIME TO TIME PARTIES THERETO AND BMO CAPITAL MARKETS CORP., AS ADMINISTRATOR.”

2.4   Clause (b) of Section 5.11 of the Agreement is hereby amended and restated in its entirety as follows:

(b)           No effective financing statement or other instrument similar in effect covering any Receivable generated by Originator (or acquired by it from