PILGRIM'S PRIDE CORPORATION LIMITED DURATION WAIVER AGREEMENT

This Limited Duration Waiver Agreement (herein, the “ Agreement ” ) is made as of September 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 expects that it will not be in compliance with clause (v) of Exhibit IV to the Receivables Purchase Agreement (Fixed Charge Coverage Ratio) as of September 27, 2008 (such instance of noncompliance being hereinafter referred to as the “ Subject Default ”).

C.The Seller Parties have requested that the Waiving Parties waive the Subject Default during the period ending October 28, 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 the Investment and Discount in respect of the Participation and all other amounts outstanding and payable by the Originator, the Seller or the Servicer to the Purchasers, the Administrator or any other Indemnified Party or Affected Person under the Transaction Documents as of September 25, 2008 is $237,009,564.55 ($236,334,002.53 in Investment, $483,311.77 in Discount, $192,250.25 in other amounts), and such amount (together with interest and fees thereon) is 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 September 26, 2008, and ending on October 28, 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.  The first Forecast after the date hereof shall be provided to the Administrator and the Purchasers no later than 5:00 p.m., Central time, on Monday, October 6, 2008.  Thereafter, 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 15, 2008).

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

(d)No later than October 24, 2008, the Seller’s and the Servicer’s senior management and their financial advisors shall meet with the Administrator and the Purchasers and their financial advisors to discuss the Seller’s and the Servicer’s business and financial affairs and such matters as the Purchasers or the Administrator may request.

(e)(i) No later than October 15, 2008, the Seller shall enter into Lock-Box Agreements in form and substance reasonably satisfactory to the Administrator and covering the Lock-Box Accounts listed on Schedule I hereto with all of the Lock-Box Banks, and deliver original counterparts thereof to the Administrator or (ii) no later than October 28, 2008, the Seller shall (A) cause to be opened new Lock-Box Accounts at new lock-box banks reasonably satisfactory to the Administrator, (B) enter into lock-box agreements in form and substance reasonably satisfactory to the Administrator with respect to each such lock-box account and deliver original counterparts thereof to the Administrator and (C) instruct each Obligor to make payments of all Receivables to such lock-box accounts; for the avoidance of doubt, the terms “Lock-Box Account” and “lock-box account” include, 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)