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

“CoBank”:                                             CoBank, ACB

5500 South Quebec Street

Greenwood Village, Colorado 80111

“Borrower”:                                           Pilgrim’s Pride Corporation

4845 US Highway 271 N.

Pittsburg, Texas 75686

“Syndication Parties”:                        Whose signatures appear below

A.   CoBank (in its capacity as the Administrative Agent (sometimes also referred to herein as the “ Agent ”), the Syndication Parties signatory thereto, and Borrower have entered into that certain 2006 Amended and Restated Credit Agreement (Convertible Revolving Loan and Term Loan) dated as of September 21, 2006, that certain First Amendment to Credit Agreement dated as of December 13, 2006, that certain Second Amendment to Credit Agreement dated as of January 4, 2007, that certain Third Amendment to Credit Agreement dated as of February 7, 2007, that certain Fourth Amendment to Credit Agreement dated as of July 3, 2007, that certain Fifth Amendment to Credit Agreement dated as of August 7, 2007, that certain Sixth Amendment to Credit Agreement dated as of November 7, 2007, that certain Seventh Amendment to Credit Agreement dated as of March 10, 2008, and that certain Eighth Amendment to Credit Agreement dated as of May 1, 2008 (as so amended and as amended, modified, or supplemented from time to time in the future, the “ Credit Agreement ”) pursuant to which the Syndication Parties, and any entity which becomes a Syndication Party on or after September 21, 2006, have extended certain credit facilities to Borrower under the terms and conditions set forth in the Credit Agreement.

B.   Borrower expects that certain Potential Defaults and Events of Default either exist or will exist as a result of (a) the Borrower’s Fixed Charge Coverage Ratio at September 30, 2008 failing to meet the requirements of Section 10.12.5 of the Credit Agreement, an Event of Default described in   Section 13.1(d) of the Credit Agreement, and (b) Borrower failing to maintain compliance with the Fourth Amended and Restated Credit Agreement dated as of February 8, 2007 by and among Borrower, Bank of Montreal, as Agent, and the other Lenders party thereto (together with related loan documents the “ BMO Credit Agreement ”) as required by Section 10.4 of the Credit Agreement, Event of Defaults described in Section 13.1(d) , and Section 13.1(g) of the Credit Agreement (collectively, the “ Subject Defaults ”).  Borrower has requested that the Agent and the Syndication Parties temporarily waive the Subject Defaults which the Agent and the Syndication Parties are willing to do under the terms and conditions as set forth in this Limited Duration Waiver of Potential Defaults and Events of Default under Credit Agreement (“ Limited Duration Waiver ”).

Now, therefore, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.   Limited Duration Waiver; Related Agreements .

1.1   Borrower acknowledges that the Subject Defaults cannot be cured, that the Agent and the Syndication Parties do not waive (temporarily or permanently) their rights powers and remedies under the Credit Agreement or the other Loan Documents with respect to any Potential Default or Event of Default other than the Subject Defaults.  The waiver of the Subject Defaults shall become null and void on the expiration date of the Waiver Period and from and after such expiration date the Agent and the Syndication Parties 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.

1.2   Except as provided in this Subsection 1.2 of this Limited Duration Waiver, the Agent and the Syndication Parties reserves 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.  Provided that the following conditions are satisfied and/or remain satisfied, as the case may be, 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 through and including October 28, 2008 (the “ Waiver Period ”):

(a)           The Agent (or its counsel) shall have the right to engage on behalf of the Syndication Parties a financial advisor, selected by the Agent and acceptable to the Syndication Parties, to review, evaluate and advise the Agent and the Syndication Parties as to the reports, analyses and cash flow forecasts and other materials prepared by Borrower’s financial consultants relating to the financial condition, operating performance, and business prospects of Borrower and its Subsidiaries and to perform such other information gathering or evaluation acts as may be reasonably requested by the Agent, and the reasonable costs and expenses of such financial advisor shall be borne by Borrower and constitute part of Borrower’s obligations outstanding under the Credit Agreement.  The Company shall take reasonable steps to make available to such financial advisor and its representatives such information respecting the financial condition, operating performance, and business prospects of Borrower and its Subsidiaries as may be reasonably requested and shall make Borrower’s financial consultants, officers, employees, and independent public accountants available with reasonable prior notice to discuss such information with such financial advisor and its representatives.

(b)           Borrower shall provide to the Agent and the Syndication Parties a 13-week cash flow forecast (the “ Forecast ”) showing projected cash receipts and cash disbursements of Borrower and its Subsidiaries over the following 13-week period, together with a reconciliation of actual cash receipts and cash disbursements of Borrower and its Subsidiaries from the prior week against the cash flow forecast previously furnished to the Agent and the Syndication Parties and showing any deviations on a cumulative basis), prepared by Borrower and in form and substance, and with such detail, as the Agent may request. The first Forecast after the date hereof shall be provided to the Agent and the Syndication Parties no later than 5:00 p.m., Central time, on Monday, October 6, 2008.  Thereafter, each Forecast shall be provided to the Agent and the Syndication Parties no later than 5:00 p.m., Central time, on Wednesday of each week (beginning October 15, 2008).

(c)           During the Waiver Period, unless approved by the Required Lenders and the requisite number of lenders under the BMO Credit Agreement, Borrower shall have at all times undrawn commitments under the Credit Agreement and the BMO Credit Agreement in an aggregate amount not less than $100,000,000.

(d)           No later than the 14th day after the date the BMO Intercreditor Agreement is executed and delivered by the parties thereto, Borrower shall grant to the Agent for the benefit of the Syndication Parties, valid, enforceable liens and security interests on all of the collateral securing the BMO Credit Agreement, subject to the liens and security interests granted to BMO in such property.  This additional collateral shall be Collateral under the Credit Agreement and subject to the terms of the Credit Agreement applicable to Collateral generally.  The Company shall pay all taxes, costs, and expenses incurred by the Agent in obtaining and perfecting such security interests and shall supply to the Agent at Borrower’s cost and expense such board resolutions and other instruments, documents, certificates, and opinions reasonably required by the Agent in connection therewith.

(e)           During the Waiver Period Borrower shall obtain loans under the Credit Agreement and the BMO Credit Agreement, and shall repay loans under the Credit Agreement and the BMO Credit Agreement, only on a pro rata basis, determined on the basis of the undrawn amount of the commitments under each of the two credit agreements at the close of business in Chicago, Illinois, on September 24, 2008.  During the Waiver Period Borrower shall use its best efforts to fully utilize the funding available under the   Receivables Purchase Agreement.

(f)           No later than October 24, 2008, Borrower’s senior management and its financial advisors shall meet with the Agent and the Syndication Parties and their financial advisors to discuss Borrower’s business and financial affairs and such matters as the Syndication Parties or the Agent may request.

(g)           None of the following shall have occurred: (i) the Limited Duration Waiver by and among Borrower, Bank of Montreal, as agent under the BMO Credit Agreement and the other parties thereto, of substantially even date with this Limited Duration Waiver (the “ BMO Limited Duration Waiver ”) shall for any reason not be or shall cease to be in full force and effect or is declared to be null and void, or Bank of Montreal or any other party to the BMO Credit Agreement takes any action for the purpose of terminating, repudiating or rescinding the BMO Limited Duration Waiver or any of its obligations thereunder; (ii) the