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

This Limited Duration Waiver Of Potential Defaults And Events Of Default Under Credit Agreement (herein, the “Agreement” ) is made as of October 26, 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.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 have extended certain credit facilities to Borrower under the terms and conditions set forth in the Credit Agreement.

     B.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, (b) the Borrower's Leverage Ratio at of September 27, 2008 potentially failing to meet the requirements of Section 10.12.1 of the Credit Agreement, an Event of Default described in Section 13.1(d) of the Credit Agreement, and (c) 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 (the “ BMO Credit Agreement ”) as required by Section 10.4 of the Credit Agreement, Events of Default described in Section 13.1(d) , and Section 13.1(g) of the Credit Agreement (collectively, the “ Subject Defaults ”).  

     C.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 subject to the terms and conditions as set forth in this Agreement.

     D.Borrower and the Required Lenders executed a Limited Duration Waiver Of Potential Defaults And Events Of Default Under Credit Agreement dated September 26, 2008 (“ September Limited Duration Waiver ”).  Under the September Limited Duration Waiver, the Syndication Parties consented to the granting by the Borrower to Bank of Montreal, as agent under the BMO Credit Agreement, of a security interest in all Collateral granted to the Agent pursuant to the Credit Agreement and other Loan Documents (“ BMO Collateral ”), provided that such security interest was and remained subject and subordinate to the Agent’s security interests therein pursuant to an intercreditor agreement (the “ BMO Intercreditor Agreement ”).

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 Agreement by reference.  All other capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement.

2. Limited Duration Waiver .  

        2.1Except 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 commencing on the date hereof and ending on November 26, 2008 (the “ Waiver Period ”).

        2.2The waiver of the Subject Defaults shall become null and void on the expiration of the Waiver Period and from and after such expiration of the Waiver Period the Agent and the Syndication Parties shall have all rights and remedies available to them as a result of the occurrence of the Subject Defaults as though this waiver had never been granted.

         3. Additional Agreements.   The Borrower further agrees that:  

     (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 the Borrower’s financial consultants relating to the financial condition, operating performance, and business prospects of the 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 the Borrower and constitute part of the Borrower’s obligations outstanding under the Credit Agreement.  The Borrower 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 the Borrower and its Subsidiaries as may be reasonably requested and shall make the 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)The 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 the Borrower and its Subsidiaries over the following 13-week period, together with a reconciliation of actual cash receipts and cash disbursements of the 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 the Borrower and in form and substance, and with such detail, as the Agent may request.  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 29, 2008).

     (c)During the Waiver Period, unless approved by the Required Lenders, the Borrower shall have at all times undrawn commitments under the Credit Agreement and the BMO Credit Agreement in an aggregate amount not less than $35,000,000.

     (d)No later than October 31, 2008, the Borrower shall deliver to the Syndication Parties a budget for the 90-day period ending January 31, 2009, in form and substance reasonably satisfactory to the Agent and its financial advisor.

     (e)No later than the 5th Business Day after the date the BMO Intercreditor Agreement is executed and delivered by the parties thereto, the 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 Borrower 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 the Borrower’s cost and expense such board resolutions and other instruments, documents, certificates, and opinions reasonably required by the Agent in connection therewith.

     (f)During the Waiver Period the 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, as stated in Section 8(f) hereof, until the aggregate undrawn commitments under the Credit Agreement and the BMO Credit Agreement are $75,000,000.  Thereafter (i) the lenders under the BMO Credit Agreement shall have no obligation to extend further credit to Borrower under the BMO Credit Agreement until such time as the aggregate undrawn commitments under the Credit Agreement and the BMO Credit Agreement exceed $75,000,000 in which case the Borrower may obtain and repay loans under the Credit Agreement and the BMO Credit Agreement only on a pro rata basis as described above until the aggregate undrawn commitments under the Credit Agreement and the BMO Credit Agreement are $75,000,000, and (ii) at any time that until the aggregate undrawn commitments under the Credit Agreement and the BMO Credit Agreement are $75,000,000 or less, the Borrower may obtain loans under the Credit Agreement (such loans are referred to as “Additional Loans”) and may repay Additional Loans without a concurrent repayment of loans under the BMO Credit Agreement until such time as the aggregate undrawn commitments under the Credit Agreement and the BMO Credit Agreement exceed $75,000,000 in which case the Borrower may obtain and repay loans under the Credit Agreement and the BMO Credit Agreement only on a pro rata basis as described above until the aggregate undrawn commitments under the Credit Agreement and the BMO Credit Agreement are $75,000,000.

     (g)The Borrower shall engage a chief restructuring officer reasonably acceptable to the Required Lenders no later than the 10th Business Day after the date the Agent provides the Borrower with a list of potential candidates that would be acceptable to the Required Lenders, but the Borrower shall have no obligation to engage any of the potential candidates named on such list and may engage any other person or firm that is reasonably acceptable to the Required Lenders.  The scope of the chief restructuring officer’s engagement and the authority granted to such chief restructuring officer must be reasonably satisfactory to the Required Lenders.

     (h)The Borrower agrees that the amounts on deposit in all of its operating accounts (including without limitation its accounts at Merrill Lynch) will not exceed at any time the amount needed by the Borrower and its Subsidiaries for their operating expenses and liquidity needs in the ordinary course of business.

     (i)The Borrower shall promptly provide any financial information concerning the Borrower and its Subsidiaries and their respective businesses that the Agent or the Required Lenders may reasonably request.

4.Credit Agreement:

       4.1Notwithstanding the terms of Section 2.10 of the Credit Agreement and related terms in other Sections of the Credit Agreement, during the Waiver Period Borrower shall not have the right to convert any portion of the outstanding balance under the Revolving Loan into a non-revolving term loan (referred to in the Credit Agreement as a Voluntary Converted Loan).

       4.2Notwithstanding the terms of Section 10.18 of the Credit Agreement and related terms in other Sections of the Credit Agreement, during the Waiver Period no additional Collateral shall be included in the calculation of the Available Amount.

       4.3To the extent available, no later than November 10, 2008, the Borrower shall deliver all legal descriptions with respect to the Borrower’s interest in each unencumbered property of the Borrower pursuant to section 10.18(f) of the Credit Agreement.  As soon as practicable (with respect to such property) and in no event later than November 24, 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 the property.

      5. Waiver Termination .  As used in this Agreement, “Waive