FIRST AMENDMENT TO LIMITED DURATION WAIVER OF POTENTIAL DEFAULTS AND EVENTS OF DEFAULT UNDER CREDIT AGREEMENT

This First Amendment to Limited Duration Waiver Of Potential Defaults And Events Of Default Under Credit Agreement (the “Amendment” ) is made as November 25, 2008, by and among the Pilgrim’s Pride Corporation, a Delaware Corporation (“ Borrower ”), the Syndication Parties (whose signatures appear below), and CoBank ACB, as Administrative Agent for the Syndication Parties (“ CoBank ”).

         A.The Borrower, the Syndication Parties and the Agent are parties to that certain Limited Duration Waiver Of Potential Defaults And Events Of Default Under Credit Agreement dated as of October 26, 2008 (the “ Waiver Agreement ”).  

         B.Pursuant to the Waiver Agreement, the Required Lenders agreed, among other things, to waive the Subject Defaults for during the period ending on November 26, 2008.

        C.The Borrower has requested that the Required Lenders amend the Waiver Agreement to extend the Waiver Period and to amend certain other provisions thereof, and the Required Lenders are willing to do so subject to the terms and conditions set forth herein.

Accordingly, subject to the satisfaction of the conditions precedent set forth below, the Borrower and the Required Lenders agree as follows:

Now, Therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Incorporation of Recitals; Defined Terms.   The Borrower acknowledges that the Recitals set forth above are true and correct in all material respects.  The defined terms in the Recitals set forth above are hereby incorporated into this Amendment by reference.  All other capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Waiver Agreement.

2. Amendment of Section 2.1 of the Waiver Agreement .  

Section 2.1 of the Waiver Agreement shall be amended to read as follows:

     2.1.Except as provided in this Subsection 2.1 of this Agreement, the Agent and the Syndication Parties reserve the right to exercise any and all of their rights, powers and remedies under the Credit Agreement and the other Loan Documents, including the right to cease making Loans, and the right to accelerate the maturity of all outstanding Bank Debt.  Subject to satisfaction of the terms and conditions contained in this Agreement, the Agent and the Syndication Parties agree to waive the Subject Defaults and shall, with respect to the Subject Defaults (but not with respect to any other Potential Default or Event of Default that may be existing or that may occur), not exercise their rights, powers and remedies under the Credit Agreement or the other Loan Documents but only for the period beginning October 28, 2008, and ending at 12:00 Noon, Chicago time, on December 1, 2008 (the “Waiver Period” ).

           3. Amendment of the Waiver Agreement .  The definition of "Subject Defaults" in the Waiver Agreement shall be amended to include the Indenture Payment Event (as defined below).

                  4. Amendment of Section 4.3 of the Waiver Agreement .

Section 4.3 of the Waiver Agreement shall be amended to read as follows:

No later than December 1, 2008, the Borrower shall execute and deliver a deed of trust or mortgage and assignment of leases and rents with respect to Borrower’s interest in each unencumbered property of the Borrower pursuant to section 10.18(f) of the Credit Agreement.

          5. Acknowledgement of Liens .  The Borrower hereby acknowledges and agrees that all indebtedness, obligations and liabilities of the Borrower, owing to the Agent and the Syndication Parties arising out of or in any manner relating to the Loan Documents, shall continue to be secured by liens and security interests on all of the Collateral pursuant to the Loan Documents heretofore or hereafter executed and delivered by the Borrower,   and nothing herein contained shall in any manner affect or impair the priority of the liens and security interests created and provided for thereby as to the indebtedness, obligations, and liabilities which would be secured thereby prior to giving effect to this Amendment.

           6. Representations and Warranties .  The Borrower represents and warrants to the Agent and the Syndication Parties that:

     (a)the Borrower has full right and authority to enter into this Amendment and to perform all of its obligations under the Waiver Agreement as amended hereby;

     (b)this Amendment and the performance or observance by the Borrower of any of the matters and things herein provided for do not (i) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any provision of the organizational documents ( e.g., certificate or articles of incorporation and by-laws) of the Borrower, or (ii) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any of its Property;

     (c)the obligations of the Borrower under the Waiver Agreement as amended hereby are legal, valid, enforceable (except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally) and subsisting and not subject to set-off, defense (other than payment) or counterclaim;

     (d) no Potential Default or Event of Default has occurred and is continuing, other than the Subject Defaults ;

     (e)the Company’s indebtedness, obligations and liabilities to the Agent and the Syndication Parties under the Loan Documents constitute “Designated Senior Indebtedness” as defined in the First Supplemental Indenture dated as of January 24, 2007, between the Company and Wells Fargo Bank, National Association, as Trustee, relating to the Company’s 8 - 3/8% Senior Subordinated Notes due 2017; and

     (f)the Company has decided that during the Waiver Period as extended by this Amendment it will not pay any interest on its 8 - 3/8% Senior Subordinated Notes due 2017 or its 7-5/8% Senior Notes due May-1, 2015 (the "Indenture Payment Event" ) .

           7. Release.   For value received, including without limitation, the agreements of the Syndication Parties in this Amendment, the Borrower hereby releases the Agent and each Syndication Party, its current and former shareholders, directors, officers, agents, employees, attorneys, consultants, and professional advisors (collectively, the “Released Parties” ) of and from any and all demands, actions, causes of action, suits, controversies, acts and omissions, liabilities, and other c