PILGRIM'S PRIDE CORPORATION 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 “Company” ), To-Ricos, Ltd., a Bermuda company ( “To-Ricos” ), To-Ricos Distribution, Ltd., a Bermuda company ( “To-Ricos Distribution” ; and together with To-Ricos, the “Foreign Borrowers” ; the Company and the Foreign Borrowers collectively, the “Borrowers” and individually, a “Borrower” ),   the Banks party hereto, and Bank of Montreal, a Canadian chartered bank acting through its Chicago branch, as administrative agent for the Banks (the “Agent” ).

     A.The Banks currently extend credit to the Borrowers on the terms and conditions set forth in that certain Fourth Amended and Restated Secured Credit Agreement dated as of February 8, 2007, as amended, by and among the Borrowers, the Banks, and the Agent (the “Credit Agreement” ).

     B.The Company has informed the Banks that the Company was not in compliance with Section 7.12 (Fixed Charge Coverage Ratio) of the Credit Agreement as of September 27, 2008 and may not be in compliance with Section 7.8 (Leverage Ratio) of the Credit Agreement as of September 27, 2008 (such instances of noncompliance being hereinafter collectively referred to as the “Subject Default” ).

     C.The Company has requested that the Required Banks waive the Subject Default during the period ending November 26, 2008, and the Required Banks 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 Borrowers 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 Credit Agreement.

2. Amounts Owing .  The Borrowers acknowledge and agree that the principal amount of Loans, Reimbursement Obligations and L/Cs as of October 24, 2008, is $284,289,540 ($0 in Bid Loans, $203,245,000  in Revolving Credit Loans, $0 in Swing Loans, $0 in Bond Reimbursement Obligations, $25,239,727 in the Bond L/C, $0 in Reimbursement Obligations, and $81,044,540 in issued and currently undrawn L/Cs), and such amount (together with interest and fees thereon) is justly and truly owing by the Borrowers without defense, offset or counterclaim.  

        3. Limited Duration Waiver .  Subject to the terms and conditions contained in this Agreement, the Required Banks 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 Agent and the Banks 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 Borrower further agrees that:  

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

     (c)The Company shall engage a chief restructuring officer reasonably acceptable to the Required Banks no later than the 10th Business Day after the date the Agent provides the Company with a list of potential candidates that would be acceptable to the Required Banks, but the Company 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 Banks.  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 Banks.

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

     (e)No later than the 5th Business Day after the date the CoBank Intercreditor Agreement (as defined below) is executed and delivered by the parties thereto, the Company shall grant to the Agent for the benefit of the Banks valid, enforceable liens and security interests on all of the collateral securing the CoBank Credit Agreement (the “CoBank Collateral” ), including without limitation mortgages or deeds of trust on all real property, buildings and improvements on which CoBank presently has or hereafter obtains a mortgage or deed of trust (other than IRB Collateral (as defined below)), subject to the liens and security interests granted to CoBank in such property or permitted under the CoBank Credit Agreement and the Loan Documents (as defined in the CoBank Credit Agreement).  In the case of any CoBank Collateral that is subject or requires a consent or an approval by any person in respect of any industrial revenue bonds, notes, debentures or similar instruments issued by a governmental entity (the “IRB Collateral” ), the Company shall use its reasonable best efforts to, as soon as reasonably practical, grant to the Agent for the benefit of the Banks valid, enforceable liens and security interests on all of such IRB Collateral securing the CoBank Credit Agreement, including without limitation mortgages or deeds of trust on all real property, buildings and improvements on which CoBank presently has or hereafter obtains a mortgage or deed of trust on such IRB Collateral, subject to the liens and security interests granted to CoBank in such property or permitted under the CoBank Credit Agreement and the Loan Documents (as defined in the CoBank Credit Agreement).  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 the Company’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 Company shall obtain loans under the Credit Agreement and the Amended and Restated Credit Agreement dated as of September 21, 2006, among the Company, 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 ( “CoBank” ), 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” ), and shall repay loans under the Credit Agreement and the CoBank 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 CoBank Credit Agreement are $75,000,000.  Thereafter (i) the Banks shall have no obligation to extend further credit to the Company under the Credit Agreement until such time as the aggregate undrawn commitments under the Credit Agreement and the CoBank Credit Agreement exceed $75,000,000 in which case the Company may obtain and repay loans under the Credit Agreement and the CoBank Credit Agreement only on a pro rata basis as described above until the aggregate undrawn commitments under the Credit Agreement and the CoBank Credit Agreement are $75,000,000, and (ii) at any time that until the aggregate undrawn commitments under the Credit Agreement and the CoBank Credit Agreement are $75,000,000 or less, the Company may obtain loans under the CoBank Credit Agreement (such loans are referred to as “Additional Loans” ) and may repay Additional Loans without a concurrent repayment of loans under the Credit Agreement until such time as the aggregate undrawn commitments under the Credit Agreement and the CoBank Credit Agreement exceed $75,000,000 in which case the Company may obtain and repay loans under the Credit Agreement and the CoBank Credit Agreement only on a pro rata basis as described above until the aggregate undrawn commitments under the Credit Agreement and the CoBank Credit Agreement are $75,000,000.

     (g)The Required Banks hereby consent to the granting by the Company to CoBank, as agent under the CoBank Credit Agreement, of a security interest in all Collateral granted to the Agent pursuant to the Third Amended and Restated Security Agreement Re: Inventory and Farm Products dated as of October 13, 2008, provided that such security interest shall be subject and subordinate to the Agent’s security interests therein pursuant to an intercreditor agreement that provides, among other things, that all of the subordinated liens and security interests granted by the Company to the parties thereto may not be enforced without the approval of the holder of the senior liens and security interests in the same property and that shall otherwise be acceptable in form and substance to the Agent, between the Agent and CoBank, as agent under the CoBank Credit Agreement (the “CoBank Intercreditor Agreement” ).

     (h)The Company 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 Company and its Subsidiaries for their operating expenses and liquidity needs in the ordinary course of business.

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

     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 Potential Default or Event of Default under the Credit Agreement, in each case other than the Subject Default; (b) any failure by the Company for any reason to comply with any term, condition, or provision contained in this Agreement, including without limitation the engagement of a chief restructuring officer as required by Section 4(c) hereof, or in any document signed in connection herewith;