AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

This AMENDMENT NO. 1 (this “ Amendment ”) dated as of October 10, 2008 is entered into among PILGRIM’S PRIDE FUNDING CORPORATION (“ Seller ”), PILGRIM’S PRIDE CORPORATION (“ Pilgrim’s Pride ”) as initial Servicer, THE VARIOUS PURCHASERS AND PURCHASER AGENTS FROM TIME TO TIME PARTY THERETO and BMO CAPITAL MARKETS CORP., as administrator (in such capacity, together with its successors and assigns, the “ Administrator ”).

WHEREAS, the parties hereto have entered into a certain Amended and Restated Receivables Purchase Agreement dated as of September 26, 2008 (the “ Agreement ”);

WHEREAS, in order to make the most efficient use of the financing facility contemplated by the Agreement and the other Transaction Documents, the Seller has requested the Purchaser and the Administrator to agree to certain amendments and/or modifications to such facility as described herein for various purposes;

WHEREAS, the Purchaser and the Administrator are willing to agree to such amendments solely on the terms and subject to the conditions set forth herein;

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 Agreement.

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

2.1.   The definition of “Loss Percentage” set forth in Exhibit I to the Agreement is hereby amended and restated in its entirety as follows:

        “ Loss Percentage ” means, on any date, (a) solely during the Waiver Period, the greatest of (i) 4 times the sum of (x) the highest average of the Default Ratios for any three consecutive calendar months during the twelve most recent calendar months, plus (y) the greater of (1) the highest average of the Dilution Ratios for any three consecutive calendar months during the twelve most recent calendar months and (2) 1.75%, (ii) 3.5 times the quotient (expressed as a percentage) of (x) the aggregate Outstanding Balance of the Eligible Receivables then included in the Net Receivable Pool Balance of the non-Investment Grade Obligor with the greatest amount of Receivables included in the Net Receivables Pool Balance divided by (y) Net Receivables Pool Balance on such date, and (iii) 12%; and

        (b)           at all times following the expiration of the Waiver Period, the greatest of (i) 5 times the sum of (x) the highest average of the Default Ratios for any three consecutive calendar months during the twelve most recent calendar months, plus (y) the greater of (1) the highest average of the Dilution Ratios for any three consecutive calendar months during the twelve most recent calendar months and (2) 2.25%, (ii) 4 times the quotient (expressed as a percentage) of (x) the aggregate Outstanding Balance of the Eligible Receivables then included in the Net Receivable Pool Balance of the non-Investment Grade Obligor with the greatest amount of Receivables included in the Net Receivables Pool Balance divided by (y) Net Receivables Pool Balance on such date, and (iii) 18%.

      2.2.  The definition of “Normal Concentration Percentage” set forth in Exhibit I to the Agreement is hereby amended and restated in its entirety as follows:

     “ Normal Concentration Percentage ” means, at any time, (1) solely during the Waiver Period (a) for any Obligor that is not a Special Obligor or Wal-Mart, 3%; (b) for any Obligor that is a Special Obligor, (i) if such Special Obligor is rated A+ or better by S&P and A1 or better by Moody’s, 12% or (ii) if such Special Obligor is not so rated but is rated at least BBB- by S&P and Baa3 by Moody’s, 6%; or (c) for any Obligor that is Wal-Mart, (i) if Wal-Mart is rated AA or better by S&P and Aa2 or better by Moody’s, 18%, or (ii) if Wal-Mart is not so rated but is rated at least AA- by S&P and Aa3 by Moody’s, 15% or (iii) if Wal-Mart is rated A+ or lower by S&P and A1 or lower by Moody’s, the applicable percentage shall be as set forth for Obligors and Special Obligors in this definition.  If the ratings from S&P and Moody’s fall within different categories, the Normal Concentration Percentage shall be based on the category in which the lower of the two ratings falls.  If any Obligor is rated only by S&P or only by Moody’s, the Normal Concentration Percentage shall be based on the rating by such Rating Agency without regard to a rating by any other Rating Agency; and

     (2) at all times following the expiration of the Waiver Period (a) for any Obligor that is not a Special Obligor, 3%; or (b) for any Obligor that is a Special Obligor, (i) if such Special Obligor is rated A+ or better by S&P and A1 or better by Moody’s, 12% or (ii) if such Special Obligor is not so rated but is rated at least BBB- by S&P and Baa3 by Moody’s, 6%.  If the ratings from S&P and Moody’s fall within different categories, the Normal Concentration Percentage shall be based on the category in which the lower of the two ratings falls.  If any Obligor is rated only by S&P or only by Moody’s, the Normal Concentration Percentage shall be based on the rating by such Rating Agency without regard to a rating by any other Rating Agency.

     2.3. The definition of “Net Receivables Pool Balance” set forth in Exhibit I to the Agreement is hereby amended by inserting, immediately prior to the period at the end of such definition, the following proviso:

; provided , that, for purposes of calculating the Outstanding Balance of each such Eligible Receivable then in the Receivables Pool, to the extent that the Outstanding Balance of such Receivable has been reduced by the Servicer by application of payments on account of such Receivable deposited to the Lock-Box Accounts,