Exhibit 10.9


                              February 6, 1998


Mr. Walter F. Shafer, III
Vice President of Chicken Operations
Wampler Foods, Inc.
Post Office Box 7275
Broadway, Virginia 22815-7275


Dear Mr. Shafer:

     WLR Foods, Inc., a Virginia corporation (the "Company"),
considers the establishment and maintenance of a sound and vital
management to be essential to protecting and enhancing the best
interests of the Company and its shareholders.  In this connection,
the Company recognizes that, as is the case with many publicly held
corporations, the possibility of a Change in Control (as defined
herein) may arise and that such possibility, and the uncertainty and
questions which it may raise among management, may result in the
departure or distraction of management personnel to the detriment of
the Company and its shareholders.  Accordingly, the Board of Directors
of the Company (the "Board") has determined that appropriate steps
should be taken to reinforce and encourage the continued attention and
dedication of members of the Company's management to their assigned
duties without distraction in circumstances arising from the
possibility of a Change in Control of the Company.  In particular, the
Board believes it important, should the Company or its shareholders
receive a proposal for transfer of control of the Company, that you be
able to assess and advise the Board whether such proposal would be in
the best interests of the Company and its shareholders and to take
such other action regarding such proposal as the Board might determine
to be appropriate, without being influenced by the uncertainties of
your own situation.

     In order to induce you to remain in the employ of the Company,
this letter agreement ("Agreement"), which has been approved by the
Board, sets forth the severance benefits which the Company agrees will
be provided to you in the event your employment with the Company is
terminated subsequent to a Change in Control of the Company under the
circumstances described below.

     1.   Agreement to Provide Services; Right to Terminate.

          (i)Except as otherwise provided in paragraph (ii) below, the
Company or you may terminate your employment at any time following a
Change in Control as defined herein, subject to

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Mr. Walter F. Shafer, III
February 6, 1998
Page 2


the Company's providing the benefits hereinafter specified in
accordance with the terms hereof.

          (ii)In the event a Person (as hereinafter defined) makes an
offer which, if accepted by the Company and subsequently consummated,
would constitute a Change in Control, you agree that you will not
leave the employ of the Company (other than as a result of Disability
or upon Retirement, as such terms are hereinafter defined) and will
render the services contemplated in the recitals to this Agreement
until such Change in Control offer has been abandoned or terminated or
a Change in Control has occurred.  For the purposes of this Agreement,
Retirement shall mean a termination of your employment by you on or
after you have reached age sixty-five (65) and have completed at least
five (5) years of service for the Company (including any service for a
predecessor of the Company where such prior service is recognized by
the Company for the purpose of awarding other benefits).  For purposes
of this Section 1, "years of service" shall be defined as in the WLR
Profit Sharing and Salary Savings Plan.

     2.   Term of Agreement.  This Agreement shall commence on the
date hereof and shall continue in effect until December 31, 1998;
provided, however, that commencing on January 1, 1999 and each January
1 thereafter, the term of this Agreement shall automatically be
extended for one (1) additional year unless at least ninety (90) days
prior to such January 1st date, the Company or you shall have given
notice that this Agreement shall not be extended; and provided,
further, that, notwithstanding the delivery of any such notice, this
Agreement shall continue in effect for a period of thirty-six (36)
months after a Change in Control, if such Change in Control shall have
occurred while this Agreement is in effect.  Notwithstanding anything
in this Section 2 to the contrary, this Agreement shall terminate if
you or the Company terminate your employment prior to a Change in
Control of the Company.

     3.   Change in Control.  For the purpose of this Agreement, a
"Change in Control" shall mean:

          (i)  The acquisition by any individual, entity or group
(within the meaning of Section 13 (d) (3) or 14 (d) (2) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a
"Person") of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of twenty percent (20%) or more of
either the then outstanding shares of common stock of the Company (the
"Outstanding Company Common Stock") or the combined voting power of
the then outstanding voting securities of the Company entitled to vote
generally in the election of directors (the "Outstanding Company
Voting Securities"); 
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Mr. Walter F. Shafer, III
February 6, 1998
Page 3


provided, however, that in no event may the following acquisitions
constitute a Change in Control:  (a) any acquisition directly from the
Company (excluding an acquisition by virtue of the exercise of a
conversion privilege), (b) any acquisition by the Company, (c) any
acquisition by any employee benefit plan (or related trust) sponsored
or maintained by the Company or any corporation controlled by the
Company, (d) any acquisition by any corporation pursuant to a
reorganization, merger or consolidation, if, following such
reorganization, merger or consolidation, the conditions described in
clauses (a), (b) and (c) of paragraph (iii) of this Section 3 are
satisfied, or (e) any sale or other disposition of all or
substantially all of the assets of the Company, if , following such
sale or other disposition, the conditions described in (1), (2) and
(3) of paragraph (iv) of this Section 3 are satisfied; or

          (ii) Individuals who, as of the date hereof, constitute the
Board (the "Incumbent Board") cease for any reason to constitute at
least a majority of the Board; provided, however, that any individual
becoming a director subsequent to the date hereof whose election, or
nomination for election by the Company's shareholders, was approved by
a vote of at least seventy-five percent (75%) of the directors then
comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for
this purpose, any such individual whose initial assumption of office
occurs as a result of either an actual or threatened election contest
(as such terms are used in Rule 14a-11 of Regulation 14A promulgated
under the Exchange Act) or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the Board;
or

          (iii) Approval by the shareholders of the Company of a
reorganization, merger or consolidation, unless, in each case
following such reorganization, merger or consolidation, (a) more than
sixty percent (60%) of, respectively, the then outstanding shares of
common stock of the corporation resulting from such reorganization,
merger or consolidation and the combined voting power of the then
outstanding voting securities of such corporation entitled to vote
generally in the election of directors is then beneficially owned,
directly or indirectly, by all or substantially all of the individuals
and entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such reorganization, merger or
consolidation in substantially the same proportions as their ownership
immediately prior to such reorganization, merger or consolidation, of
the Outstanding Company Common Stock and 
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Mr. Walter F. Shafer, III
February 6, 1998
Page 4


Outstanding Company Voting Securities, as the case may be, (b) no
Person (excluding the Company, any employee benefit plan (or related
trust) of the Company or a corporation resulting from such
reorganization, merger or consolidation) beneficially owns, directly
or indirectly, thirty-nine percent (39%) or more of, respectively, the
then outstanding shares of common stock of the corporation resulting
from such reorganization, merger or consolidation or the combined
voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors,
and (c) at least a majority of the members of the board of directors
of the corporation resulting from such reorganization, merger or
consolidation were members of the Incumbent Board at the time of the
execution of the initial agreement providing for such reorganization,
merger or consolidation; or

          (iv) Approval by the shareholders of the Company of (a) a
complete liquidation or dissolution of the Company or (b) the sale or
other disposition of all or substantially all of the assets of the
Company, other than to a corporation with respect to which following
such sale or other disposition, (1) more than sixty percent (60%) of,
respectively, the then outstanding shares of common stock of such
corporation and the combined voting power of the then outstanding
voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such sale or other disposition in
substantially the same proportion as their ownership, immediately
prior to such sale or other disposition, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities, as the case
may be, (2) no Person (excluding the Company and any employee benefit
plan (or related trust) of the Company or such corporation)
beneficially owns, directly or indirectly, thirty-nine percent (39%)
or more of, respectively, the then outstanding shares of common stock
of such corporation and the combined voting power of the then
outstanding voting securities of such corporation entitled to vote
generally in the election of directors and (3) at least a majority of
the members of the board of directors of such corporation were members
of the Incumbent Board at the time of the execution of the initial
agreement or action of the Board providing for such sale or other
disposition of assets of the Company.

          (v)  Notwithstanding anything in the paragraphs (i) - (iv)
of this Section 3 to the contrary, no Change in Control shall be
deemed to have occurred for purposes of this Agreement 
                                       4
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Mr. Walter F. Shafer, III
February 6, 1998
Page 5


by virtue of any transaction which results in you, or a group of
Persons which includes you, acquiring, directly or indirectly, twenty
percent (20%) or more of the combined voting power of the Company's
Voting Securities.

     4.   Termination Following Change in Control.  If any of the
events described in Section 3 hereof constituting a Change in Control
of the Company shall have occurred, you shall be entitled to the
benefits provided in Section 5 hereof upon the termination of your
employment with the Company within thirty-six (36) months after such
Change in Control, unless such termination is (a) because of your
death, (b) by the Company for Cause or Disability or (c) by you other
than for Good Reason (as all such capitalized terms are hereinafter
defined).

          (i)  Disability.  Termination by the Company of your
employment based on "Disability" shall mean termination because of
your absence from your duties with the Company on a full time basis
for one hundred eighty (180) consecutive days as a result of your
incapacity due to physical or mental illness, unless within thirty
(30) days after Notice of Termination (as hereinafter defined) is
given to you following such absence, you shall have returned to the
full time performance of your duties.

          (ii) Cause.  Termination by the Company of your employment
for "Cause" shall mean termination upon (a) the willful and continued
failure by you to perform substantially your duties with the Company
(other than any such failure resulting from your incapacity due to
physical or mental illness) after a written demand for substantial
performance is delivered to you by the Chairman of the Board or
President of the Company which specifically identifies the manner(s)
in which such executive believes that you have not substantially
performed your duties, or (b) the willful engaging by you in illegal
conduct which is materially and demonstrably injurious to the Company. 
For purposes of this paragraph (ii), no act, or failure to act, on
your part shall be considered "willful" unless done, or failed to be
done, by you in bad faith and without reasonable belief that your
action or omission was in, or not opposed to, the best interests of
the Company.  Any act or failure to act based upon authority given
pursuant to a resolution duly adopted by the Board or based upon the
advice of counsel for the Company shall be conclusively presumed to be
done, or omitted to be done, by you in good faith and in the best
interests of the Company.  It is also expressly understood that your
attention to matters not directly related to the business of the
Company shall not provide a basis for termination for Cause so long as
the Board has approved your engagement in such activities. 
Notwithstanding the foregoing, you shall not be deemed to have been
terminated for 
                                       5
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Mr. Walter F. Shafer, III
February 6, 1998
Page 6


Cause unless and until there shall have been delivered to you a copy
of a resolution duly adopted by the affirmative vote of not less than
three-quarters of the entire membership of the Board at a meeting of
the Board called and held for such purpose (after reasonable notice to
you and an opportunity for you, together with your counsel, to be
heard before the Board), finding that in the good faith opinion of the
Board you were guilty of the conduct set forth above in clauses (a) or
(b) of this paragraph (ii) and specifying the particulars thereof in
detail.

          (iii) Good Reason.  Termination by you of your employment
for "Good Reason" shall mean termination based on:

               (A)  a determination by you, in your reasonable
judgment, that there has been an adverse change in your status or
position(s) as an executive officer of the Company as in effect
immediately prior to the Change in Control, including, without
limitation, any adverse change in your status or position as a result
of a diminution in your duties or responsibilities (other than, if
applicable, any such change directly attributable to the fact that the
Company is no longer publicly owned) or the assignment to you of any
duties or responsibilities which are inconsistent with such status or
position(s), or any removal of you from, or any failure to reappoint
or reelect you to, such positions(s) (except in connection with the
termination of your employment for Cause or Disability or as a result
of your death or by you other than for Good Reason);

               (B)  a reduction by the Company in your base salary as
in effect immediately prior to the Change in Control;

               (C)  the failure by the Company to continue in effect
any Plan (as hereinafter defined) in which you are participating at
the time of the Change in Control of the Company (or Plans providing
you with at least substantially similar benefits) other than as a
result of the normal expiration of any such Plan in accordance with
its terms as in effect at the time of the Change in Control, or the
taking of any action, or the failure to act, by the Company which
would adversely affect your continued participation in any of such
Plans on at least as favorable a basis to you as is the case on the
date of the Change in Control or which would materially reduce your
benefits in the future under any of such Plans or deprive you of any
material benefit enjoyed by you at the time of the Change in Control;

               (D)  the failure by the Company to provide and credit
you with the number of paid vacation days to which you are then
entitled in accordance with the Company's normal vacation policy as in
effect immediately prior to the Change in Control;
                                       6
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Mr. Walter F. Shafer, III
February 6, 1998
Page 7


               (E)  the Company's requiring you to be based at any
office that is greater than thirty (30) miles from where your office
is located immediately prior to the Change in Control except for
required travel on the Company's business to an extent substantially
consistent with the business travel obligations which you undertook on
behalf of the Company prior to the Change in Control;

               (F)  the failure by the Company to obtain from any
Successor (as hereinafter defined) the assent to this Agreement
contemplated by Section 6 hereof; 

               (G)  any purported termination by the Company of your
employment which is not effected pursuant to a Notice of Termination
satisfying the requirements of paragraph (iv) below (and, if
applicable, paragraph (ii) above); and for purposes of this Agreement,
no such purported termination shall be effective; or

               (H)  any refusal by the Company to continue to allow
you to attend to matters or engage in activities not directly related
to the business of the Company which, prior to the Change in Control,
you were permitted by the Board to attend to or engage in.

          For purposes of this Agreement, "Plan" shall mean any
compensation plan such as the Company Incentive Bonus Plan or any
employee benefit plan such as a thrift, pension, profit sharing,
medical, disability, accident, life insurance plan or a relocation
plan or policy or any other plan, program or policy of the Company
intended to benefit employees, except for the Company Restated Long-
Term Incentive Plan.

          (iv) Notice of Termination.  Any purported termination by
the Company or by you following a Change in Control shall be
communicated by written Notice of Termination to the other party
hereto.  For purposes of this Agreement, a "Notice of Termination"
shall mean a notice which shall indicate the specific termination
provision in this Agreement relied upon.

          (v)  Date of Termination.  "Date of Termination" following a
Change in Control shall mean (a) if your employment is to be
terminated for Disability, thirty (30) days after Notice of
Termination is given (provided that you shall not have returned to the
performance of your duties on a full-time basis during such thirty
(30) day period), (b) if your employment is to be terminated by the
Company for Cause or by you pursuant to Sections 4(iii)(F) or 6 hereof
or for any other Good Reason, the date specified in the Notice of
Termination, (c) if your 
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Mr. Walter F. Shafer, III
February 6, 1998
Page 8


employment is to be terminated by the Company for any reason other
than Cause, the date specified in the Notice of Termination, which in
no event shall be a date earlier than ninety (90) days after the date
on which a Notice of Termination is given, unless an earlier date has
been expressly agreed to by you in writing either in advance of, or
after, receiving such Notice of Termination, or (d) if your employment
is terminated on account of your death, the day after your death.  In
the case of termination of your employment by the Company for Cause,
if you have not previously expressly agreed in writing to the
termination, then within thirty (30) days after receipt by you of the
Notice of Termination with respect thereto, you may notify the Company
that a dispute exists concerning the termination, in which event the
Date of Termination shall be the date set either by mutual written
agreement of the parties or by such court having the matter before it. 
During the pendency of any such dispute, the Company will continue to
pay you your full compensation in effect just prior to the time the
Notice of Termination is given and until the dispute is resolved. 
However, if such court issues a final and non-appealable order finding
that the Company had Cause to terminate you then you must return all
compensation paid to you after the Date of Termination specified in
the Notice of Termination previously received by you.

     5.   Compensation Upon Termination or During Disability; Other
Agreements.

          (i)  During any period following a Change in Control of the
Company that you fail to perform your duties as a result of incapacity
due to physical or mental illness, you shall continue to receive your
base salary at the rate then in effect and any benefits or awards
under any Plans shall continue to accrue during such period, to the
extent not inconsistent with such Plans, until your employment is
terminated pursuant to and in accordance with paragraphs 4(iv) - 4(v)
hereof.  Thereafter, your benefits shall be determined in accordance
with the Plans then in effect.

          (ii) If your employment is terminated for Cause following a
Change in Control of the Company, the Company shall pay to you your
base salary through the Date of Termination at the rate in effect just
prior to the time a Notice of Termination is given plus any benefits
or awards (including both the cash and stock components) which
pursuant to the terms of any Plans have been earned or become payable,
but which have not yet been paid to you.  Thereupon the Company shall
have no further obligations to you under this Agreement.
                                       8
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Mr. Walter F. Shafer, III
February 6, 1998
Page 9

       
          (iii)     Subject to Section 8 hereof, if, within thirty-six
(36) months after a Change in Control of the Company has occurred,
your employment by the Company is terminated other than on account of
your death and is terminated (a) by the Company other than for Cause
or Disability or (b) by you for Good Reason, then the Company shall
pay to you, no later than the fifth (5th) day following the Date of
Termination, without regard to any contrary provisions of any Plan,
the following:

               (A)  your base salary through the Date of Termination
at the rate in effect just prior to the time a Notice of Termination
is given plus any benefits or awards (including both the cash and
stock components) which pursuant to the terms of any Plans have been
earned or become payable, but which have not yet been paid to you
(including amounts which previously had been deferred at your
request);

               (B)  an amount in cash equal to three times the sum of
(i) the higher of (a) your annual base salary on the Date of
Termination or (b) your annual base salary in effect immediately prior
to the Change in Control plus (ii) an amount equal to the average of
the bonuses awarded to you in each of the three previous years. 

          For the purposes of this Agreement, the term "base salary"
shall include any amounts deducted by the Company with respect to you
or for your account pursuant to Sections 125 and 401(k) of the
Internal Revenue Code of 1986, as amended (the "Code").

          (iv) If, within thirty-six (36) months after a Change in
Control of the Company has occurred, your employment by the Company is
terminated for any reason other than retirement, the Company shall pay
to you, on the date specified below, an amount ("Spread") in cash
equal to the Termination Fair Market Value (as hereinafter defined)
less the exercise price of all options which were granted to you
pursuant to the Company's Restated Long-Term Incentive Plan or any
Plan succeeding thereto, and which shall not become exercisable prior
to (a) the end of the one (1) year period immediately following the
Date of Termination if your employment is terminated on account of
your death, or (b) the end of the third (3rd) month following the Date
of Termination if your employment is terminated for any reason other
than death.  The Company shall make such payment upon the fifth (5th)
day following such Date of Termination.

          For the purposes of this Agreement, the "Termination Fair
Market Value" shall be the higher of (a) the highest price of the
Company's stock as quoted on the NASDAQ, or any other 
                                       9
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Mr. Walter F. Shafer, III
February 6, 1998
Page 10


exchange complying with the requirements of the Securities and
Exchange Act of 1934, as amended, within the period beginning ninety
(90) days prior to the Date of Termination and ending upon such Date
of Termination, and (b) the highest price of the Company's stock as
quoted on the NASDAQ, or any other exchange complying with the
requirements of the Securities and Exchange Act of 1934, as amended,
within the period beginning ninety (90) days prior to a Change of
Control and ending upon the date of a Change of Control.

          (v)  If, within thirty-six (36) months after a Change in
Control of the Company has occurred, your employment by the Company is
terminated (a) by the Company other than for Cause or Disability, or
(b) by you for Good Reason, then the Company shall maintain in full
force and effect, for the continued benefit of you and your dependents
for a period terminating on the earliest of (a) three (3) years after
the Date of Termination or (b) the commencement date of equivalent
benefits from a new employer, insured and self-insured employee
welfare benefit Plans in which you were entitled to participate
immediately prior to the Date of Termination, provided that your
continued participation is possible under the general terms and
provisions of such Plans (and any applicable funding media) and you
continue to pay an amount equal to your regular contribution under
such Plans for such participation.  If three (3) years after the Date
of Termination you have not previously received, nor are then
receiving, equivalent benefits from a new employer, the Company shall
offer you continuation coverage under COBRA as prescribed under
Section 4980B of the Code.  At the expiration of such continuation
coverage (or, if COBRA continuation coverage is not applicable to the
Plan, then upon the expiration of the three (3) year period beginning
on the Termination Date), the Company shall arrange, at its sole cost
and expense, to enable you to convert you and your dependents'
coverage under such plans to individual policies and programs upon the
same terms as employees of the Company may apply for such conversions. 
In the event that your participation in any such Plan is barred, the
Company, at its sole cost and expense, shall arrange to have issued
for the benefit of you and your dependents individual policies of
insurance providing benefits substantially similar (on an after-tax
basis) to those which you otherwise would have been entitled to
receive under such Plans pursuant to this paragraph (v) or, if such
insurance is not available at a reasonable cost to the Company, the
Company shall otherwise provide you and your dependents with
equivalent benefits (on an after-tax basis).  You shall not be
required to pay any premiums or other charges in an amount greater
than that which you would have paid in order to participate in such
Plans.
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Mr. Walter F. Shafer, III
February 6, 1998
Page 11


          (vi) Except as specifically provided in paragraph (v) above,
the amount of any payment provided for in this Section 5 shall not be
reduced, offset or subject to recovery by the Company by reason of any
compensation earned by you as the result of employment by another
employer after the Date of Termination, or otherwise.

          (vii) In the event that you become entitled to the payments
provided by paragraphs (iii) and (iv) of Section 5(iii) hereof (the
"Agreement Payments"), if any of the Agreement Payments will be
subject to the tax (the "Excise Tax") imposed by Section 4999 of the
Code (or any similar tax that may hereafter be imposed), the Company
shall pay to you at the time specified in paragraph (viii) below an
additional amount (the "Gross-up Payment") such that the net amount
retained by you, after deduction of any Excise Tax on the Total
Payments (as hereinafter defined) and any federal, state and local
income tax and Excise Tax upon the Gross-up Payment provided for by
this paragraph (vii), but before deduction for any federal, state or
local income tax on the Agreement Payments, shall be equal to the sum
of (a) the Total Payments and (b) an amount equal to the product of
any deductions disallowed because of the inclusion of the Gross-up
Payment in your adjusted gross income and the highest applicable
marginal rate of federal income taxation for the calendar year in
which the Gross-up Payment is to be made.

          For purposes of determining whether any of the Agreement
Payments will be subject to the Excise Tax and the amount of such
Excise Tax, (a) any other payments or benefits received or to be
received by you in connection with a Change in Control of the Company
or your termination of employment (whether pursuant to the terms of
this Agreement or any other plan, arrangement or agreement with the
Company, any Person whose actions result in a Change in Control of the
Company or any person affiliated with the Company or such person)
(which, together with the Agreement Payments, shall constitute the
"Total Payments") shall be treated as "parachute payments" within the
meaning of Section 280G(b)(2) of the Code, and all "excess parachute
payments" within the meaning of Section 280G(b)(1) of the Code shall
be treated as subject to the Excise Tax, unless in the opinion of tax
counsel selected by the Company's independent auditors such other
payments or benefits (in whole or in part) do not constitute parachute
payments, or such excess parachute payments (in whole or in part)
represent reasonable compensation for services actually rendered
within the meaning of Section 280G(b)(4) of the Code in excess of the
base amount within the meaning of Section 280G(b)(3) of the Code, or
are otherwise not subject to the Excise Tax; (b) the amount of the
Total Payments which shall be treated as subject to the Excise Tax
shall be 
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Mr. Walter F. Shafer, III
February 6, 1998
Page 12


equal to the lesser of (1) the total amount of the Total Payments or
(2) the amount of excess parachute payments within the meaning of
Section 280G(b)(1) of the Code (after applying clause (a), above); and
(c) the value of any non-cash benefits or any deferred payment or
benefit shall be determined by the Company's independent auditors in
accordance with the principles of Sections 280G(d)(3) and (4) of the
Code.

          For purposes of determining the amount of the Gross-up
Payment, you shall be deemed to (a) pay federal income taxes at the
highest marginal rate of federal income taxation for the calendar year
in which the Gross-up Payment is to be made, (b) pay the applicable
state and local income taxes at the highest marginal rate of taxation
for the calendar year in which the Gross-up Payment is to be made, net
of the maximum reduction in federal income taxes which could be
obtained from deduction of such state and local taxes (determined
without regard to limitations on deductions based upon the amount of
your adjusted gross income), and (c) have otherwise allowable
deductions for federal income tax purposes at least equal to those
disallowed because of the inclusion of the Gross-up Payment in your
adjusted gross income.  In the event that the Excise Tax is
subsequently determined to be less than the amount taken into account
hereunder at the time the Gross-up Payment is made, you shall repay to
the Company at the time that the amount of such reduction in Excise
Tax is finally determined, the portion of the Gross-up Payment
attributable to such reduction (plus the portion of the Gross-up
Payment attributable to the Excise Tax and federal state and local
income tax imposed on the portion of the Gross-up Payment being repaid
by you if such repayment results in a reduction in Excise Tax and/or a
federal and state and local income tax deduction), plus interest on
the amount of such repayment at the rate provided in Section
1274(b)(2)(B) of the Code.  In the event that the Excise Tax is
determined to exceed the amount taken into account hereunder at the
time the Gross-up Payment is made (including by reason of any payment
the existence or amount of which cannot be determined at the time of
the Gross-up Payment), the Company shall make an additional Gross-up
Payment in respect of such excess (plus any interest payable with
respect to such excess at the rate provided in Section 1274(b)(2)(B)
of the Code) at the time that the amount of such excess is finally
determined.

          (viii) The Gross-up Payment or portion thereof provided for
in paragraph (vii) above shall be paid not later than the thirtieth
(30th) day following payment of any amounts under paragraphs (iii) and
(iv) of Section 5; provided, however, that if the amount of such
Gross-up Payment or portion thereof cannot be finally determined on or
before such day, the Company shall 
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Mr. Walter F. Shafer, III
February 6, 1998
Page 13


pay to you on such day an estimate, as determined in good faith by the
Company, of the minimum amount of such payments and shall pay the
remainder of such payments (together with interest at the rate
provided in Section 1274(b)(2)(B) of the Code) as soon as the amount
thereof can be determined, but in no event later than the forty-fifth
(45th) day after payment of any amounts under paragraphs (iii) and
(iv) of Section 5.  In the event that the amount of the estimated
payments exceeds the amount subsequently determined to have been due,
such excess shall constitute a loan by the Company to you, payable on
the fifth (5th) day after demand by the Company (together with
interest at the rate provided in Section 1274(b)(2)(B) of the Code).

     6.   Successors; Binding Agreement.

          (i)  The Company will seek, by written request at least five
(5) business days prior to the time a Person becomes a Successor (as
hereinafter defined), to have such Person, by agreement in form and
substance satisfactory to you, assent to the fulfillment of the
Company's obligations under this Agreement.  Failure of such Person to
furnish such assent by the later of (a) three (3) business days prior
to the time such Person becomes a Successor or (b) two (2) business
days after such Person receives a written request to so assent shall
constitute Good Reason for termination by you of your employment if a
Change in Control of the Company occurs or has occurred.  For purposes
of this Agreement, "Successor" shall mean any Person that succeeds to,
or has the practical ability to control (either immediately or with
the passage of time), the Company's business directly, by merger or
consolidation, or indirectly, by purchase of the Company's Voting
Securities or otherwise.

          (ii) This Agreement shall inure to the benefit of and be
enforceable by your personal legal representatives, executors,
administrators, successors, heirs, distributees, devisees and
legatees.  If you should die while any amount would still be payable
to you hereunder if you had continued to live, all such amounts,
unless otherwise provided herein, shall be paid in accordance with the
terms of this Agreement to your devisee, legatee or other designee or,
if no such designee exists, to your estate.

          (iii) For purposes of this Agreement, the "Company" shall
include any subsidiaries of the Company and any corporation or other
entity which is the surviving or continuing entity in respect of any
merger, consolidation or form of business combination in which the
Company ceases to exist; provided, however, for purposes of
determining whether a Change in Control 
                                       13
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Mr. Walter F. Shafer, III
February 6, 1998
Page 14


has occurred herein, the term "Company" shall refer to WLR Foods, Inc.
or its successor(s).

     7.   Fees and Expenses; Mitigation.

          (i)  The Company shall reimburse you, on a current basis,
for all reasonable legal fees and related expenses incurred by you in
connection with the Agreement following a Change in Control of the
Company, including without limitation, (a) all such fees and expenses,
if any, incurred in contesting or disputing any termination of your
employment or incurred by you in seeking advice with respect to the
matters set forth in Section 8 hereof or (b) your seeking to obtain or
enforce any right or benefit provided by this Agreement, in each case,
regardless of whether or not your claim is upheld by a court of
competent jurisdiction; provided, however, you shall be required to
repay any such amounts to the Company to the extent that a court
issues a final and non-appealable order setting forth the
determination that the position taken by you was frivolous or advanced
by you in bad faith.

          (ii) You shall not be required to mitigate the amount of any
payment the Company becomes obligated to make to you in connection
with this Agreement, by seeking other employment or otherwise.

     8.   Taxes.  Subject to the provisions of Section 5(vii), all
payments to be made to you under this Agreement will be subject to
required withholding of federal, state and local income and employment
taxes.

     9.   Survival.  The respective obligations of, and benefits
afforded to, the Company and you as provided in Sections 5, 6(ii), 7,
8, 12 and 14 of this Agreement shall survive termination of this
Agreement.

     10.  Notice.  For the purposes of this Agreement, notices and all
other communications provided for in the Agreement shall be in writing
and shall be deemed to have been duly given when delivered or mailed
by United States registered mail, return receipt requested, postage
prepaid and addressed, in the case of the Company, to the address set
forth on the first page of this Agreement or, in the case of the
undersigned employee, to the address set forth below his signature,
provided that all notices to the Company shall be directed to the
attention of the Chairman of the Board or President of the Company,
with a copy to the Secretary of the Company, or to such other address
as either party may have furnished to the other in writing in
accordance 
                                       14
<PAGE>

Mr. Walter F. Shafer, III
February 6, 1998
Page 15


herewith, except that notice of change of address shall be effective
only upon receipt.

     11.  Miscellaneous.  No provision of this Agreement may be
modified, waived or discharged unless such modification, waiver or
discharge is agreed to in a writing signed by you and the Chairman of
the Board or President of the Company.  No waiver by either party
hereto at any time of any breach by the other party hereto of, or of
compliance with, any condition or provision of this Agreement to be
performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or
subsequent time.  No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have
been made by either party which are not expressly set forth in this
Agreement.

     12.  Governing Law and Venue. The validity, interpretation,
construction and performance of this Agreement shall be governed by
the laws of the Commonwealth of Virginia.  Venue for any proceeding
related to the performance or interpretation of this Agreement, or in
any way arising out of this Agreement, shall be either the Circuit
Court of Rockingham County, Virginia, or the United States District
Court for the Western District of Virginia, Harrisonburg Division.

     13.  Validity.  The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which shall
remain in full force and effect.

     14.  Employee's Commitment.  You agree that subsequent to your
period of employment with the Company, you will not at any time
communicate or disclose to any unauthorized person, without the
written consent of the Company, any proprietary processes of the
Company or other confidential information concerning its business,
affairs, products, suppliers or customers which, if disclosed, would
have a material adverse effect upon the business or operations of the
Company, taken as a whole; it being understood, however, that the
obligations under this Section 14 shall not apply to the extent that
the aforesaid matters (a) are disclosed in circumstances where you are
legally required to do so or (b) become generally known to, and
available for use by, the public otherwise than by your wrongful act
or omission.

     15.  Related Agreements.  To the extent that any provision of any
other agreement between the Company and you shall limit, qualify or be
inconsistent with any provision of this Agreement, then for purposes
of this Agreement, while the same shall remain in force, the provision
of such other agreement shall be deemed 
                                       15
<PAGE>

Mr. Walter F. Shafer, III
February 6, 1998
Page 16


to have been superseded, and to be of no force or effect, as if such
other agreement had been formally amended to the extent necessary to
accomplish such purpose.  Notwithstanding the effect of the preceding
sentence, the conditional Employment Agreement, renewed on June 26,
1992 between the Company and you is hereby cancelled and shall be of
no force or effect.

          If this letter correctly sets forth our agreement on the
subject matter hereof, kindly sign and return to the Company the
enclosed copy of this letter which will then constitute our agreement
on this subject.

                         Sincerely,

                         WLR Foods, Inc.


                         By_/s/ William H. Groseclose, Jr._
                         William H. Groseclose, Jr., Chair
                         Executive Compensation Committee
                         WLR Foods, Inc.


Agreed to this 6th day of February, 1998


_/s/ Walter F. shafer, III_
Walter F. Shafer, III
                                       16
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