FIRST AMENDMENT TO LIMITED DURATION WAIVER AGREEMENT

This First Amendment to Limited Duration Waiver Agreement (herein, the “Amendment” ) is made as November 25, 2008, by and among Pilgrim’s Pride Corporation, a Delaware corporation (the “Company” ), To-Ricos, Ltd., a Bermuda company ( “To-Ricos” ), To-Ricos Distribution, Ltd., a Bermuda company ( “To-Ricos Distribution” ; and together with To-Ricos, the “Foreign Borrowers” ; the Company and the Foreign Borrowers collectively, the “Borrowers” and individually, a “Borrower” ),   the Banks party hereto, and Bank of Montreal, a Canadian chartered bank acting through its Chicago branch, as administrative agent for the Banks (the “Agent” ).

          A.The Borrowers, the Banks and the Agent are parties to that certain Limited Duration Waiver Agreement dated as of October 26, 2008 (the “Waiver Agreement” ).  

          B.Pursuant to the Waiver Agreement the Required Banks agree, among other things, to waive the Subject Default during the period ending November 26, 2008.

          C.The Borrowers has requested that the Required Banks amend the Waiver Agreement to extend the Scheduled Waiver Expiration Date and to amend certain other provisions thereof, and the Required Banks 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 Borrowers and the Required Banks 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 Borrowers acknowledge 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. Amounts Owing .  The Borrowers acknowledge and agree that the principal amount of Loans, Reimbursement Obligations and L/Cs as of November 25, 2008, is $310,795,372 ($0 in Bid Loans, $199,526,529 in Revolving Credit Loans, $0 in Swing Loans, $0 in Bond Reimbursement Obligations, $25,239,727 in the Bond L/C, $0 in Reimbursement Obligations, and $86,029,116 in issued and currently undrawn L/Cs), and such amount (together with interest and fees thereon) is justly and truly owing by the Borrowers without defense, offset or counterclaim.  

           3. Amendment of Section 3 of the Waiver Agreement .  Section 3 of the Waiver Agreement shall be amended to read as follows:

     3. Limited Duration Waiver .  Subject to the terms and conditions contained in this Agreement, the Required Banks waive the Subject Default but only for the period (the “Waiver Period” ) beginning October 28, 2008, and ending at 12:00 Noon, Chicago time, on December 1, 2008 (the “Scheduled Waiver Expiration Date” ).  The foregoing waiver shall become null and void on the Scheduled Waiver Expiration Date and from and after the Scheduled Waiver Expiration Date the Agent and the Banks shall have all rights and remedies available to them as a result of the occurrence of the Subject Default as though this waiver had never been granted.

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

           5. Acknowledgement of Liens .  The Company hereby acknowledges and agrees that all indebtedness, obligations and liabilities of the Borrowers, or any of them, owing to the Agent and the Banks arising out of or in any manner relating to the Loan Documents, as well as all Hedging Liability and Funds Transfer and Deposit Account Liability, 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 Company,   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 Borrowers represent and warrant to the Agent and the Banks that:

     (a)each 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 Borrowers 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 any Borrower or any provision of the organizational documents ( e.g., certificate or articles of incorporation and by-laws) of any Borrower, or (ii) contravene or constitute a default under any covenant, indenture or agreement of or affecting any Borrower or any of its Property;

     (c)the obligations of each Borrower and the Guarantor 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 Default ;

     (e)the Company’s indebtedness, obligations and liabilities to the Agent and the Banks 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 Banks in this Amendment, each Borrower hereby releases the Agent and each Bank, its current and former shareholders, directors, officers, agents, employees, attorneys, consultants, and professional advisors (collectively, the “R