Limited Duration Waiver Agreement

This Limited Duration Waiver Agreement (herein, the " Agreement " ) is made as of October 26, 2008, by and among PILGRIM’S PRIDE CORPORATION, a Delaware corporation (the " Servicer " ), PILGRIM’S PRIDE FUNDING CORPORATION, a Delaware limited liability company (the " Seller " and, together with the Servicer, the " Seller Parties "), the PURCHASERS AND PURCHASER AGENTS ON THE SIGNATURE PAGES HERETO (collectively, the " Purchasers ") and BMO CAPITAL MARKETS CORP., as administrator (in such capacity, together with its successors and assigns, the " Administrator ").

      A. Fairway and each other purchaser from time to time party to the Receivables Purchase Agreement (as defined below) (collectively, the " Purchasers " and, together with the Administrator, the " Waiving Parties ") currently purchase and make reinvestments of undivided percentage ownership interests with regard to the Participation from the Seller on the terms and conditions set forth in that certain Amended and Restated Receivables Purchase Agreement dated as of September 26, 2008, by and among the Servicer, the Seller, the Purchasers and the Administrator (as amended, restated, supplemented or otherwise modified from time to time, the " Receivables Purchase Agreement " ).

      B. The Servicer has informed the Waiving Parties that the Servicer was not in compliance with clause (v) of Exhibit IV to the Receivables Purchase Agreement (Fixed Charge Coverage Ratio) as of September 27, 2008 and expects that it will not be in compliance with clause (t) of Exhibit IV to the Receivables Purchase Agreement (Leverage Ratio) (each such instance of noncompliance being hereinafter referred to collectively as the " Subject Default ").

     C. The Seller Parties have requested that the Waiving Parties waive the Subject Default during the period ending November 26, 2008, and the Waiving Parties are willing to do so subject to the terms and conditions contained in this 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 Seller Parties 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 Agreement by reference. All other capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Receivables Purchase Agreement.

     2. Amounts Owing . The Seller Parties acknowledge and agree that there are amounts outstanding, including Investment and Discount in respect of the Participation and other amounts, that are payable by the Originator, the Seller or the Servicer, as applicable, to the Purchasers and the Administrator (and any other Indemnified Party and Affected Person under the Transaction Documents, as applicable), and such amounts (together with interest and fees thereon) are justly and truly owing by the Seller without defense, offset or counterclaim.

     3. Limited Duration Waiver . Subject to the terms and conditions contained in this Agreement, the Waiving Parties waive the Subject Default but only for the period (the "Waiver Period" ) beginning October 28, 2008, and ending on November 26, 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 Administrator and the Purchasers 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. Additional Agreements. The Seller Parties further agree that:

           (a) The Administrator (or its counsel) shall have the right to engage on behalf of the Purchasers a financial advisor, selected by the Administrator and acceptable to the Purchasers, to review, evaluate and advise the Administrator and the Purchasers as to the reports, analyses and cash flow forecasts and other materials prepared by the Seller’s and the Servicer’s financial consultants relating to the financial condition, operating performance, and business prospects of the Seller and the Servicer and their Subsidiaries and to perform such other information gathering or evaluation acts as may be reasonably requested by the Administrator, and the reasonable costs and expenses of such financial advisor shall be borne by the Seller and constitute part of the Seller’s obligations outstanding under the Receivables Purchase Agreement. Each of the Seller and the Servicer 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 Seller and the Servicer and their Subsidiaries as may be reasonably requested and shall make the Seller’s and the Servicer’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 Seller (or the Servicer on its behalf) shall provide to the Administrator and the Purchasers a 13-week cash flow forecast (the " Forecast ") showing projected cash receipts and cash disbursements of the Seller and the Servicer and their Subsidiaries over the following 13-week period, together with a reconciliation of actual cash receipts and cash disbursements of the Seller and the Servicer and their Subsidiaries from the prior week against the cash flow forecast previously furnished to the Administrator and the Purchasers and showing any deviations on a cumulative basis), prepared by the Servicer and in form and substance, and with such detail, as the Administrator may request. Each Forecast shall be provided to the Administrator and the Purchasers no later than 5:00 p.m. Central time, on Wednesday of each week (beginning October 29, 2008).

           (c) [Intentionally Omitted].

           (d) No later than October 31, 2008, the Seller shall deliver to the Administrator and the Purchasers a budget for the 90-day period ending January 31, 2009, in form and substance satisfactory to the Administrator and the Purchasers and their financial advisors.

           (e) No later than October 28, 2008, the Seller and the Servicer shall permit the Administrator or its administrators or representatives to begin to conduct an on-site audit in accordance with clause (h) of Exhibit IV to the Receivables Purchase Agreement, and each of the Seller Parties hereby agrees (i) that this clause (k) constitutes reasonable notice of such audit as contemplated by the Receivables Purchase Agreement and (ii) to pay on demand in immediately available funds all fees and expenses in connection therewith.

           (f) No later than November 26, 2008, with respect to any accounts or lock-boxes that are or were in the name of the Seller but are not listed on Schedule I hereto(such accounts and lock-boxes, collectively, the " Unscheduled Accounts "), the Seller shall (i) (A) enter into lock-box agreements in form and substance reasonably satisfactory to the Administrator and covering such Unscheduled Accounts with the applicable lock-box banks, and deliver original counterparts thereof to the Administrator and/or (B) instruct each Obligor to make payments of all Receivables to a Lock-Box Account or lock-box listed on Schedule I hereto instead of to such Unscheduled Account or (ii) enter into other arrangements covering such Unscheduled Accounts reasonably acceptable to the Administrator; for the avoidance of doubt, the term "Lock-Box Account" includes, without limitation, the Collection Account and the Liquidation Account. A breach of this clause (e) shall constitute a Termination Event under the Receivables Purchase Agreement.

     5. Waiver Termination . As used in this Agreement, "Waiver Termination" shall mean the occurrence of the Scheduled Waiver Expiration Date, or, if earlier, the occurrence of any one or more of the following events: (a) any Unmatured Termination Event or Termination Event, in each case other than the Subject Default; (b) any failure by the Seller or the Servicer for any reason to comply with any term, condition, or provision contained in this Agreement; (c) any representation made by the Seller or the Servicer in this Agreement or pursuant to it proves to be incorrect or misleading in any material respect when made; (d) the CoBank Limited Duration Waiver (as defined in Section 13(b) hereof) 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 CoBank or any other party to the Amended and Restated Credit Agreement dated as of September 21, 2006, among the Servicer, CoBank, ACB, as Administrative, Documentation and Collateral Agent for the benefit of the present and future Syndication Parties and as a Syndication Party, Lead Arranger and Book Manager thereunder (" Co-Bank "), Farm Credit Services of America, FLCA, as Co-Arranger and as a Syndication Party, and the other Syndication Parties party thereto, as amended, supplemented, restated and otherwise modified from time to time (as so amended, supplemented, restated and otherwise modified from time to time, the " CoBank Credit Agreement " ) takes any action for the purpose of terminating, repudiating or rescinding the CoBank Limited Duration Waiver or any of its obligations thereunder; (e) the Credit Agreement Limited Duration Waiver (as defined in Section 13(c) hereof) 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 the Credit Agent (as defined below) or any other party to the Fourth Amended and Restated Secured Credit Agreement dated as of February 8, 2007, among Seller, as a borrower, To-Ricos, Ltd., To-Ricos Distribution, Ltd., the various banks party thereto and Bank of Montreal, as agent (the " Credit Agent " ), as amended, supplemented and otherwise modified (as so amended, supplemented and otherwise modified, the " Credit Agreement " ), takes any action for the purpose of terminating, repudiating or rescinding the Credit Agreement Limited Duration Waiver or any of its obligations thereunder or (f) the Servicer shall pay any interest on its 8-3/8% Se