PILGRIM'S PRIDE CORPORATION FIRST AMENDMENT TO LIMITED DURATION WAIVER AGREEMENT

This First Amendment to Limited Duration Waiver Agreement (herein, the “ Amendment ”) is made as of November 25, 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 ” and, collectively with the Purchasers, the “ Waiving Parties ”).

          A.The Seller, the Servicer, the Purchasers and the Administrator 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 Waiving Parties agreed, among other things, to waive the Subject Default during the period ending November 26, 2008.

          C.The Seller Parties have requested that the Waiving Parties amend the Waiver Agreement to extend the Scheduled Waiver Expiration Date and to amend certain other provisions thereof, and the Waiving Parties 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 Seller Parties and the Waiving Parties 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 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 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 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. Amendments to the Waiver Agreement .

(a)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 Waiving Parties 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 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.

(b)The definition of “Subject Default” in the Waiver Agreement shall be amended to include the Indenture Payment Event (as defined below).

4.[Reserved].

          5. Acknowledgement of Liens .  The Seller Parties hereby acknowledge and agree that all indebtedness, obligations and liabilities of the Seller owing to the Administrator and the Purchasers arising out of or in any manner relating to the Transaction Documents shall continue to be secured by liens and security interests on all of the Receivables, Contracts and Related Security and all other collateral pursuant to the Transaction Documents heretofore or hereafter executed and delivered by the Seller or the Servicer,   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 .  Each of the Seller Parties represents and warrants to the Administrator and the Purchasers that:

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

     (c)the obligations of each Seller Party 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 Unmatured Termination Event or Termination Event (other than the Subject Default)