Exhibit 2.9


                           PLEDGE AGREEMENT

     THIS PLEDGE AGREEMENT (the "Pledge Agreement"), dated as of
February 25, 1998, is made by WAMPLER FOODS, INC., a corporation
organized under the laws of the Commonwealth of Virginia (the
"Pledgor"), in favor of FIRST UNION NATIONAL BANK, a national banking
association, as Collateral Agent (the "Collateral Agent") for the
ratable benefit of itself and the financial institutions (the "Secured
Parties") as are, or may from time to time become, parties to the
Intercreditor Agreement and the Credit Agreements (as hereinafter
defined).

                         BACKGROUND STATEMENT

     A.   Pursuant to the terms of the Revolving Credit Agreement and
the Term Loan Agreement each dated as of February 25, 1998 (as
amended, restated, modified or otherwise supplemented, the "Bank
Credit Agreements"), by and among the Pledgor, WLR Foods, Inc., Cassco
Ice & Cold Storage, Inc., Wampler Supply Company, Inc., and Valley
Rail Service, as borrowers (collectively, the "Obligors," and each of
the Obligors individually, an "Obligor"), the Bank Lenders and the
Collateral Agent, the Bank Lenders have agreed to extend and/or
restructure certain loans to the Obligors as more fully described
therein.

     B.   Pursuant to the terms of a Note Purchase Agreement dated as
of February 25, 1998 (as amended, restated, modified or otherwise
supplemented, the "Note Agreement," and, together with the Bank Credit
Agreements, the "Credit Agreements") by and among WLR Foods, Inc., as
borrower, and the remaining Obligors, as guarantors, the Note Lenders
(as defined in the Intercreditor Agreement) have agreed to extend
and/or restructure certain credit accommodations to the Obligors as
more particularly described therein.

     C.   As of the date hereof, the Secured Parties and the Obligors
have entered into that certain Collateral Agency and Intercreditor
Agreement (the "Intercreditor Agreement") to, among other things, set
forth the relative rights of the Secured Parties with respect to the
Pledged Stock (hereinafter defined) and the other Collateral described
therein.

     D.   The Obligors comprise one integrated financial enterprise,
and any loans made to any of them individually will inure, directly or
indirectly, to the benefit of all of them.

     E.   The Pledgor is the legal and beneficial owner of the shares
of Pledged Stock (as hereinafter defined) issued by the certain
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Subsidiaries as specified on Schedule I attached hereto and
incorporated herein by reference (singly, the "Issuer," and,
collectively, the "Issuers").

     F.   To induce the Secured Parties and the Collateral Agent to
provide and to continue to provide financial accommodations under the
Credit Agreements, and as a condition to the making of future loans
thereunder, the Secured Parties require that the Pledgor execute and
deliver this Pledge Agreement with the Pledged Stock to the Collateral
Agent to secure the "Secured Obligations" (as hereinafter defined).

     Now, THEREFORE, in consideration of the foregoing Background
Statement, and other good and valuable consideration, the receipt and
legal sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

     1.   Defined Terms. Terms defined in the Security Agreement and
not otherwise defined herein, when used in this Pledge Agreement
including its preamble and recitals, shall have the respective
meanings provided for in the Security Agreement.  The following
additional terms, when used in this Pledge Agreement, shall have the
following meanings:

     "Code" means the Uniform Commercial Code from time to time in
effect in the State of New York.

     "Collateral" means the Stock Collateral.

     "Governmental Authority" means any nation, province, state or
political subdivision thereof, and any government or any Person
exercising executive, legislative, regulatory or administrative
functions of or pertaining to government, and any corporation or other
entity owned or controlled, through stock or capital ownership or
otherwise, by any of the foregoing.

     "Lien" shall have the meaning assigned thereto in the Credit
Agreements.

     "Material Adverse Effect" shall have the meaning assigned thereto
in the Credit Agreements.

     "Material Contract" shall have the meaning assigned thereto in
the Credit Agreements.

     "Pledge Agreement" means this Pledge Agreement, as amended or
modified.

     "Pledged Stock" means the shares of capital stock of each Issuer
listed on Schedule I hereto, together with all stock certificates,
options or rights of any nature whatsoever that may be issued or
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granted by such Issuer to the Pledgor while this Pledge Agreement is
in effect.

     "Proceeds" means all "proceeds" as such term is defined in
Section 9-306(l) of the Code on the date hereof and, in any event,
shall include, without limitation, all dividends or other income from
the Pledged Stock, collections thereon, proceeds of sale thereof or
distributions with respect thereto.

     "Secured Obligations" means the Secured Obligations as defined in
the Intercreditor Agreement and any renewals or extensions of the
Secured Obligations.

     "Stock Collateral" means the Pledged Stock and all Proceeds
therefrom.

     "Subsidiary" means as to any Person, any corporation, partnership
or other entity of which more than fifty percent (50%) of the
outstanding capital stock or other ownership interests having ordinary
voting power to elect a majority of the board of directors or other
managers of such corporation, partnership or other entity is at the
time, directly or indirectly, owned by or the management is otherwise
controlled by such Person (irrespective of whether, at the time,
capital stock of any other class or classes of such corporation shall
have or might have voting power by reason of the happening of any
contingency).  Unless otherwise qualified, references to "Subsidiary"
or "Subsidiaries" herein shall refer to those of the Pledgor.

     2.   Pledge and Grant of Security Interest.  The Pledgor hereby
delivers to the Collateral Agent, for the ratable benefit of the
Collateral Agent and the Secured Parties all the Pledged Stock and
hereby grants to the Collateral Agent, for the ratable benefit of the
Collateral Agent and the Secured Parties, a security interest in the
Collateral, as collateral security for the prompt and complete payment
and performance when due (whether at the stated maturity, by
acceleration or otherwise) of the Secured Obligations.

     3.   Powers; Register of Pledge.  Concurrently with the delivery
to the Collateral Agent of any certificate representing any Pledged
Stock, the Pledgor shall deliver an undated power covering such
certificate, duly executed in blank by the Pledgor with, if the
Collateral Agent so requests, signature guaranteed.

     4.   Representations and Warranties.  To induce the Collateral
Agent and the Secured Parties to execute the Credit Agreements and
make any Loans and to accept the security contemplated hereby, the
Pledgor hereby, represents and warrants that:
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          (a)  the Pledgor has the corporate power, authority and
legal right to execute and deliver, to perform its obligations under,
and to grant the Lien on the Collateral pursuant to, this Pledge
Agreement and has taken all necessary corporate action to authorize
its execution, delivery and performance of, and grant of the Lien on
the Collateral pursuant to, this Pledge Agreement;

          (b)  this Pledge Agreement constitutes a legal, valid and
binding obligation of the Pledgor enforceable against the Pledgor in
accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement cf creditors' rights generally and by the
availability of equitable remedies;

          (c)  the execution, delivery and performance of this Pledge
Agreement will not violate any provision of any Applicable Law or
contractual obligation of the Pledgor and will not result in the
creation or imposition of any Lien on any of the properties or
revenues of the Pledgor pursuant to any Applicable Law or contractual
obligation, except as contemplated hereby;

          (d)  no consent or authorization of, filing with, or other
act by or in respect of, any arbitrator or Governmental Authority and
no consent of any other Person (including, without limitation, any
stockholder or creditor of the Pledgor or any Issuer), is required in
connection with the execution, delivery, performance, validity or
enforceability against the Pledgor of this Pledge Agreement, except
(i) consents which have been obtained and which remain in full force
and effect, (ii) as may be required in connection with the disposition
of the Pledged Stock by laws affecting the offering and sale of
securities generally, and (iii) filings under the Code;

          (e)  no litigation, investigation or proceeding of or before
any arbitrator or Governmental Authority is pending or, to the
knowledge of the Pledgor, threatened by or against the Pledgor or
against any of its properties or revenues (i) with respect to this
Pledge Agreement or any of the transactions contemplated hereby or
(ii) which could reasonably be expected to have a Material Adverse
Effect;

          (f)  the shares of Pledged Stock listed on Schedule I
constitute all the issued and outstanding shares owned by the Pledgor
of all classes of the capital stock of each of the Issuers;

          (g)  all the shares of the Pledged Stock have been duly and
validly issued and are fully paid;
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          (h)  the Pledgor is the record and beneficial owner of, and
has good and marketable title to, the Pledged Stock listed on Schedule
I, free of any and all Liens or options in favor of, or claims of, any
other person, except the Lien created by this Pledge Agreement; and

          (i)  upon (i) delivery to the Collateral Agent of the stock
certificates evidencing the Pledged Stock, and (ii) filing of UCC-1
financing statements in the appropriate filing offices, the Lien
granted pursuant to this Pledge Agreement will constitute a valid Lien
on the collateral, enforceable as such against all creditors of the
Pledgor and any Persons purporting to purchase any of the Collateral
from the Pledgor;

     5.   Certain Covenants.  The Pledgor covenants and agrees with
the Collateral Agent for the ratable benefit of itself and the Secured
Parties that, from and after the date of this Pledge Agreement until
the Secured Obligations are paid in full and the Commitments are
terminated:

          (a)  If the Pledgor shall, as a result of its ownership of
the Collateral, become entitled to receive or shall receive any
certificate (including, without limitation, any certificate
representing a stock dividend or a distribution in connection with any
reclassification, increase or reduction of capital or any certificate
issued in connection with any reorganization), option or rights,
whether in addition to, in substitution of, as a conversion of, or in
exchange for any shares of the Collateral, or otherwise in respect
thereof, the Pledgor shall accept the same as the agent of the
Collateral Agent, hold the same in trust for the Collateral Agent and
deliver the same forthwith to the Collateral Agent in the exact form
received, duly indorsed by the Pledgor to the Collateral Agent, if
required, together with an undated power covering such certificate
duly executed in blank by the Pledgor and with, if the Collateral
Agent so requests, signature guaranteed, to be held by the Collateral
Agent, subject to the terms hereof, as additional collateral security
for the Secured Obligations.  In addition, any sums paid upon or in
respect of the Collateral upon the liquidation or dissolution of any
Issuer shall be held by the Collateral Agent as additional collateral
security for the Secured Obligations.

          (b)  Without the prior written consent of the Collateral
Agent, the Pledgor will not (i) vote to enable, or take any other
action to permit, any Issuer to issue any stock or other equity
securities of any nature or to issue any other securities convertible
into or granting the right to purchase or exchange for any stock or
other equity securities of any nature of such Issuer, (ii) sell,
assign, transfer, exchange, or otherwise dispose of, or grant any
option with respect to, the Collateral, or (iii) create, incur or
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permit to exist any Lien or option in favor of, or any claim of any
Person with respect to, any of the Collateral, or any interest
therein.  The Pledgor will defend the right, title and interest of the
Collateral Agent in and to the Collateral against the claims and
demands of all Persons whomsoever.

          (c)  At any time and from time to time, upon the written
request of the Collateral Agent, and at the sole expense of the
Pledgor, the Pledgor will promptly and duly execute and deliver such
further instruments and documents and take such further actions as the
Collateral Agent may reasonably request for the purposes of obtaining
or preserving the full benefits of this Pledge Agreement and of the
rights and powers herein granted.  If any amount payable under or in
connection with any of the Collateral shall be or become evidenced by
any promissory note, other instrument or chattel paper, such note,
instrument or chattel paper shall be immediately delivered to the
Collateral Agent, duly endorsed in a manner satisfactory to the
Collateral Agent, to be held as Collateral pursuant to this Pledge
Agreement.

          (d)  The Pledgor agrees to pay, and to save the Collateral
Agent and the Secured Parties harmless from, any and all liabilities
with respect to, or resulting from any delay in paying, any and all
stamp, excise, sales or other similar taxes which may be payable or
determined to be payable with respect to any of the Collateral or in
connection with any of the transactions contemplated by this Pledge
Agreement.

          (e)  On or prior to the formation or acquisition of any
Subsidiary of the Pledgor, the Pledgor agrees to execute such
amendments and supplements to this Pledge Agreement, including,
without limitation, the Pledge Agreement Supplement attached hereto,
and such other documents and instruments and to take any and all
actions, all as shall be necessary, in the reasonable judgment of the
Collateral Agent, to pledge the Pledgor's interest therein to the
Collateral Agent for the ratable benefit of itself and the Secured
Parties.

     6.   Cash Dividends and Distributions; Voting Rights.  Unless an
Event of Default shall have occurred and the Collateral Agent shall
have given notice to the Pledgor of the Collateral Agent's intent to
exercise its rights pursuant to Paragraph 8 below, the Pledgor shall
be permitted to receive all cash dividends and shareholder
distributions paid in accordance with the terms of the Credit
Agreements in respect of the Collateral and to exercise all voting and
corporate rights, as applicable, with respect to the Collateral;
provided, that no vote shall be cast or corporate right exercised or
other action taken which, in the Collateral Agent's reasonable
judgment, would impair the Collateral or which would be inconsistent
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with or result in any violation of any provision of the Credit
Agreements, the Notes, any other Transaction Documents or this Pledge
Agreement.

     7.   Rights of the Collateral Agent.

     (a)  If an Event of Default shall occur and the Collateral Agent
shall give notice of its intent to exercise such right to the Pledgor,
(i) the Collateral Agent shall have the right to receive any and all
cash dividends paid in respect of the Pledged Stock and make 
application thereof to the Secured Obligations in the order set forth
in Section 7 of the Intercreditor Agreement and (ii) all shares of the
Pledged Stock shall be registered in the name of the Collateral Agent
or its nominee, and the Collateral Agent or its nominee may thereafter
exercise (A) all voting, corporate and other rights pertaining to such
shares of the Pledged Stock at any meeting of shareholders of the
applicable Issuer, and (B) any and all rights of conversion, exchange,
subscription and any other rights, privileges or options pertaining to
such shares of the Pledged Stock as if it were the absolute owner
thereof (including, without limitation, the right to exchange at its
discretion any and all of the Pledged Stock interests upon the merger,
consolidation, reorganization, recapitalization or other fundamental
change in the corporate structure of the applicable Issuer or, or upon
the exercise by the Pledgor or the Collateral Agent of any right,
privilege or option pertaining to such shares of the Pledged Stock,
and in connection therewith, the right to deposit and deliver any and
all of the Pledged Stock with any committee, depositary, transfer
agent, registrar or other designated agency upon such terms and
conditions as it may determine), all without liability except to
account for property actually received by it, but the Collateral Agent
shall have no duty to the Pledgor to exercise any such right,
privilege or option and shall not be responsible for any failure to do
so or delay in so doing.

     (b)  The rights of the Collateral Agent and the Secured Parties
hereunder shall not be conditioned or contingent upon the pursuit by
the Collateral Agent or any Secured Party of any right or remedy
against the Pledgor or against any other Person which may be or become
liable in respect of all or any part of the Secured Obligations or
against any collateral security  therefor, guarantee therefor or right
of offset with respect thereto.  Neither the Collateral Agent nor any
Secured Party shall be liable for any failure to demand, collect or
realize upon all or any part of the Collateral or for any delay in
doing so, nor shall the Collateral Agent be under any obligation to
sell or otherwise dispose of any Collateral upon the request of the
Pledgor or any other Person or to take any other action whatsoever
with regard to the Collateral or any part thereof.
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     8.   Remedies.  If an Event of Default shall occur, the
Collateral Agent may, and upon the request of the Required Secured
Parties, the Collateral Agent shall, exercise on behalf of itself and
the Secured Parties, all rights and remedies granted in this Pledge
Agreement and in any other instrument or agreement securing,
evidencing or relating to the Secured Obligations, and in addition
thereto, all rights and remedies of a secured party under the Code. 
Without limiting the generality of the foregoing with regard to the
scope of the Collateral Agent's remedies, the Collateral Agent,
without demand of performance or other demand, presentment, protest,
advertisement or notice of any kind (except any notice required by law
referred to below) to or upon the Pledgor, any Issuer or any other
Person (all and each of which demands, defenses, advertisements and
notices are hereby waived), may in such circumstances forthwith
collect, receive, appropriate and realize upon the Collateral, or any
part thereof, and/or may forthwith sell, assign, give option or
options to purchase or otherwise dispose of and deliver the Collateral
or any part thereof (or contract to do any of the foregoing), in one
or more parcels at public or private sale or sales, in the over-the-
counter market, at any exchange, broker's board or office of the
Collateral Agent or any Secured Party or elsewhere upon such terms and
conditions as it may deem advisable and at such prices as it may deem
best, for cash or on credit or for future delivery without assumption
of any credit risk.  The Collateral Agent or any Secured Party shall
have the right upon any such public sale or sales, and, to the extent
permitted by law, upon any such private sale or sales, to purchase the
whole or any part of the Collateral so sold, free of any right or
equity of redemption in the Pledgor, which right or equity is hereby
waived or released.  The Collateral Agent shall apply any Proceeds
from time to time held by it and the net proceeds of any such
collection, recovery, receipt, appropriation, realization or sale to
the payment in whole or in part of the Secured Obligations, in the
order set forth in the Intercreditor Agreement, and only after such
application and after the payment by the Collateral Agent of any other
amount required by any provision of law, including, without
limitation, Section 9-504(l)(c) of the Code, need the Collateral Agent
account for the surplus, if any, to the Pledgor.  To the extent
permitted by Applicable Law, the Pledgor waives all claims, damages
and demands it may acquire against the Collateral Agent or any Secured
Party arising out of the exercise by them of any rights hereunder.  If
any notice of a proposed sale or other disposition of Collateral shall
be required by law, such notice shall be deemed reasonable and proper
if given at least (10) Business Days prior to such sale or other
disposition (or one (1) day notice by telephone with respect to
Collateral that is perishable or threatens to decline rapidly in value
and for Collateral which is marketable securities).  To the extent
permitted by Applicable Law, the Pledgor further waives and agrees not
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to assert any rights or privileges which it may acquire under Section
9-112 of the Code.

     9.   Registration Rights; Private Sales.

     (a)  If the Collateral Agent shall determine to exercise its
right to sell any or all of the Pledged Stock pursuant to Paragraph 9
hereof, and if in the opinion of the Collateral Agent it is necessary
or advisable to have the Pledged Stock, or that portion thereof to be
sold, registered under the provisions of the Securities Act of 1933,
as amended (the "Securities Act"), the Pledgor will, to the extent the
Issuer is a Subsidiary of the Pledgor, cause and, to the extent the
Issuer is not a Subsidiary of the Pledgor, use its best efforts to
cause, the applicable Issuer to (i) execute and deliver, and cause the
directors and officers of the applicable Issuer, to execute and
deliver, all such instruments and documents, and do or cause to be
done all such other acts as may be, in the reasonable opinion of the
Collateral Agent, necessary or advisable to register the Pledged
Stock, or that portion thereof to be sold, under the provisions of the
Securities Act, (ii) to use its best efforts to cause the registration
statement relating thereto to become effective and to remain effective
for a period of one year from the date of the first public offering of
the Pledged Stock, or that portion thereof to be sold, and (iii) to
make all amendments thereto and/or to the related prospectus which, in
the reasonable opinion of the Collateral Agent, are necessary or
advisable, all in conformity with the requirements of the Securities
Act and the rules and regulations of the Securities and Exchange
Commission applicable thereto.  The Pledgor agrees to cause the
applicable Issuer to comply with the provisions of the securities or
"Blue Sky" laws of any and all jurisdictions which the Collateral
Agent shall designate and to make available to its security holders,
as soon as practicable, an earnings statement (which need not be
audited) which will satisfy the provisions of Section 11(a) of the
Securities Act; provided, that such Issuer shall not for any such
purpose be required (A) to qualify as a dealer in securities, (B) to
qualify generally to do business as a foreign corporation in any
jurisdiction wherein it would not but for the requirements of this
Section 9(a) be obligated to be so qualified, (C) to consent to
general service of process in any such jurisdiction or (D) to subject
itself to taxation in any such jurisdiction.

     (b)  The Pledgor recognizes that the Collateral Agent may be
unable to effect a public sale of any or all the Collateral, by reason
of certain prohibitions contained in the Securities Act and applicable
state securities laws or otherwise, and may be compelled to resort to
one or more private sales thereof to a restricted group of purchasers
which will be obliged to agree, among other things, to acquire such
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securities for their own account for investment and not with a view to
the distribution or resale thereof.  The Pledgor acknowledges and
agrees that any such private sale may result in prices and other terms
less favorable than if such sale were a public sale and agrees that a
determination of whether any such private sale shall be deemed to have
been made in a commercially reasonable manner shall not in any event
be based on such circumstances.  The Collateral Agent shall be under
no obligation to delay a sale of any of the Collateral for the period
of time necessary to permit the applicable Issuer to register such
securities for public sale under the Securities Act, or under
applicable state securities laws, even if the applicable Issuer would
agree to do so.

     (c)  The Pledgor further agrees to use its best efforts to do or
cause to be done all such other acts as may be necessary to make such
sale or sales of all or any portion of the Collateral pursuant to this
Paragraph 9 valid and binding and in compliance with any and all other
Applicable Laws.  The Pledgor further agrees that a breach of any of
the covenants contained in this Paragraph 9 will cause irreparable
injury to the Collateral Agent and the Secured Parties not compensable
in damages, that the Collateral Agent and the Secured Parties have no
adequate remedy at law in respect of such breach and, as a
consequence, that each and every covenant contained in this Paragraph
9 shall be specifically enforceable against the Pledgor, and the
Pledgor hereby waives and agrees not to assert any defenses against an
action for specific performance of such covenants except for a defense
that no Event of Default has occurred under the Credit Agreements.

     10.  Amendments, etc. With Respect to the Secured Obligations. 
The Pledgor shall remain obligated hereunder, and the Collateral shall
remain subject to the Lien granted hereby, notwithstanding that,
without any reservation of rights against the Pledgor, and without
notice to or further assent by the Pledgor, any demand for payment of
any of the Secured Obligations made by the Collateral Agent or any
Secured Party, may be rescinded by the Collateral Agent, and any of
the Secured Obligations continued, and the Secured Obligations, or the
liability of the Pledgor or any other Person upon or for any part
thereof, or any collateral security or guarantee therefor or right of
offset with respect thereto, may, from time to time, in whole or in
part, be renewed, extended, amended, modified, accelerated,
compromised, waived, surrendered, or released by the Collateral Agent,
and the Credit Agreements, the Notes, any other Transaction Documents
and any other documents executed and delivered in connection therewith
may be amended, modified, supplemented or terminated, in whole or
part, as the Secured Parties (or the Required Secured Parties, as the
case may be) may deem advisable from time to time, and any guarantee,
right of offset or other collateral security at any time held by the
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Collateral Agent for the payment of the Secured Obligations may be
sold, exchanged, waived, surrendered or released.  Neither the
Collateral Agent nor any Secured Party shall have any obligation to
protect, secure, perfect or insure any other Lien at any time held by
it as security for the Secured Obligations or any property subject
thereto.  The Pledgor waives any and all notice of the creation,
renewal, extension or accrual of any of the Secured Obligations and
notice of or proof of reliance by the Collateral Agent or any Secured
Party upon this Pledge Agreement; the Secured Obligations, and any of
them, shall conclusively be deemed to have been created, contracted or
incurred in reliance upon this Pledge Agreement; and all dealings
between the Pledgor, on the one hand, and the Collateral Agent and the
Secured Parties, on the other, shall likewise be conclusively presumed
to have been had or consummated in reliance upon this Pledge
Agreement.  The Pledgor waives diligence, presentment, protest, demand
for payment and notice of default or nonpayment to or upon the Pledgor
with respect to the Secured Obligations.

     11.  Limitation on Duties Regarding Collateral.  The Collateral
Agent's sole duty with respect to the custody, safekeeping and
physical preservation of the Collateral in its possession, under
Section 9-207 of the Code or otherwise, shall be to deal with it in
the same manner as the Collateral Agent deals with similar securities
and property for its own account.  Neither the Collateral Agent, any
Secured Party nor any of their respective directors, officers,
employees or agents shall be liable for failure to demand, collect or
realize upon any of the Collateral or for any delay in doing so or
shall be under any obligation to sell or otherwise dispose of any
Collateral upon the request of the Pledgor or otherwise.

     12.  Powers Coupled with an Interest.  All authorizations and
agencies herein contained with respect to the Collateral constitute
irrevocable powers coupled with an interest.

     13.  Severability.  Any provision of this Pledge Agreement which
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof,
and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other
jurisdiction.

     14.  Paragraph Headings.  The paragraph headings used in this
Pledge Agreement are for convenience of reference only and are not to
affect the construction hereof or be taken into consideration in the
interpretation hereof.

     15.  No Waiver; Cumulative Remedies.  Neither the Collateral
Agent nor any Secured Party shall by any act (except by a written
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instrument pursuant to Paragraph 17 hereof) be deemed to have waived
any right or remedy hereunder or to have acquiesced in any Default or
Event of Default or in any breach of any of the terms and conditions
hereof.  No failure to exercise, nor any delay in exercising, on the
part of the Collateral Agent or any Secured Party, any right, power or
privilege hereunder shall operate as a waiver thereof.  No single or
partial exercise of any right, power or privilege hereunder shall
preclude any other or further exercise thereof or the exercise of any
other right, power or privilege.  A waiver by the Collateral Agent or
any Secured Party of any right or remedy hereunder on any one occasion
shall not be construed as a bar to any right or remedy which the
Collateral Agent or such Secured Party would otherwise have on any
future occasion.  The rights and remedies herein provided are
cumulative, may be exercised singly or concurrently and are not
exclusive of any other rights or remedies provided by law.

     16.  Waivers.  Except as otherwise expressly provided herein,
Pledgor, on its behalf and on behalf of its respective successors and
assigns, hereby waives presentment, demand, notice, protest and all
other demands and notices in connection with this Pledge Agreement,
with the enforcement of Collateral Agent's rights hereunder or with
any of the Secured Obligations or the Collateral; waives all rights to
require a marshalling of assets by Collateral Agent; and consents to
and waives notice of (i) the granting of renewals, extensions of time
for payment or other indulgences to the Borrower or the Pledgor, (ii)
substitution, release or surrender of the Collateral, (iii) the
addition or release of persons primarily or secondarily liable on any
of the Secured Obligations, (iv) the acceptance of partial payments on
any of the Secured Obligations or the Collateral and/or the settlement
or compromise thereof.  The rights of Collateral Agent hereunder shall
not be affected by (i) any extension, renewal, acceleration,
indulgence, settlement, compromise or any other change in the time of
payment or the terms of any of the Secured Obligations or any part
thereof; (ii) the release or substitution of any party primarily or
secondarily liable respecting any of the Secured Obligations or any
part thereof; (iii) the taking and holding of additional security,
other than the Collateral, for the Secured Obligations or any part
thereof, or the exchange, enforcement, waiver or release of the
Collateral or any part thereof or any other security for the Secured
Obligations.  Except as otherwise expressly provided herein, Pledgor
hereby further waives any right it may have under the constitution of
the State of New York (or under the constitution of any other state in
which the Collateral may be located), or under the Constitution of the
United States of America, to notice or to a judicial hearing prior to
the exercise of any right or remedy provided by this Assignment by
Collateral Agent and waives its rights, if any, to set aside or
invalidate any sale duly consummated in accordance with the foregoing
                                       12
<PAGE>

provisions hereof on the grounds (if such be the case) that the sale
was consummated without a prior judicial hearing.  Pledgor's waivers
under this Section have been made voluntarily, intelligently and
knowingly and after Pledgor has been apprised and counseled by its
attorneys as to the nature thereof and their possible alternative
rights.  No delay or omission on the part of Collateral Agent in
exercising any right hereunder shall operate as a waiver of such right
or of any other right hereunder.  Any waiver of any such right on any
one occasion shall not be construed as a bar to or waiver of any such
right on any such future occasion.  No course of dealing between
Pledgor and Collateral Agent nor any failure to exercise, nor any
delay in exercising, on the part of Collateral Agent, any right, power
or privilege hereunder shall operate as a waiver thereof; nor shall
any single or partial exercise of any right, power or privilege
hereunder or thereunder preclude any other or further exercise thereof
or the exercise of any other right, power or privilege.

     17.  Waivers and Amendments; Successors and Assigns; Governing
Law. None of the terms or provisions of this Pledge Agreement may be
amended, supplemented or otherwise modified except by a written
instrument executed by the Pledgor and the Collateral Agent; provided
that any consent by the Collateral Agent to any waiver, amendment,
supplement or modification hereto shall be subject to Section 18 of
the Intercreditor Agreement.  This Pledge Agreement shall be binding
upon the successors and assigns of the Pledgor and shall inure to the
benefit of the Collateral Agent and the Secured Parties and their
respective successors and assigns.  This Pledge Agreement shall be
governed by, and construed and interpreted in accordance with, the
internal laws of the State of New York without regard to conflict of
laws principles.

     18.  Notices.  Unless specified otherwise, all notices and
communications hereunder shall be given in writing to the addresses
and otherwise in accordance with the Credit Agreements.

     19.  Irrevocable Authorization and Instruction to Issuers.  The
Pledgor hereby authorizes and instructs each Issuer to comply with any
instruction received by it from the Collateral Agent in writing that
(a) states that an Event of Default has occurred and (b) is otherwise
in accordance with the terms of this Pledge Agreement, without any
other or further instructions from the Pledgor, and the Pledgor agrees
that such Issuer shall be fully protected in so complying.

     20.  Authority of Collateral Agent.  The Pledgor acknowledges
that the rights and responsibilities of the Collateral Agent under
this Pledge Agreement with respect to any action taken by the
Collateral Agent or the exercise or non-exercise by the Collateral
Agent of any option, voting right, request, judgment or other right or
                                       13
<PAGE>

remedy provided for herein or resulting or arising out of this Pledge
Agreement shall, as between the Collateral Agent and the Secured
Parties, be governed by the Intercreditor Agreement but, as between
the Collateral Agent and the Pledgor, the Collateral Agent shall be
conclusively presumed to be acting as agent for itself and the Secured
Parties with full and valid authority so to act or refrain from
acting, and neither the Pledgor nor any Issuer shall be under
obligation, or entitlement, to make any inquiry respecting such
authority.

     21.  Consent to Jurisdiction.  The Pledgor hereby irrevocably
consents to the personal jurisdiction of the United States District
Court for the Southern District of New York and the Supreme Court of
the State of New York - County of New York, in any action, claim or
other proceeding arising out of or any dispute in connection with this
Pledge Agreement, any rights or obligations hereunder, or the
performance of such rights and obligations.  The Pledgor hereby
irrevocably consents to the service of a summons and complaint and
other process in any action, claim or proceeding brought by the
Collateral Agent or any Secured Party in connection with this Pledge
Agreement, any rights or obligations hereunder, or the performance of
such rights and obligations, on behalf of itself or its property, in
the manner provided in the Credit Agreements.  Nothing in this
Paragraph 21 shall affect the right of the Collateral Agent or any
Secured Party to serve legal process in any other manner permitted by
Applicable Law or affect the right of the Collateral Agent or any
Secured Party to bring any action or proceeding against the Pledgor or
its properties in the courts of any other jurisdictions.

     22.  Termination.  This Pledge Agreement shall terminate and be
of no further force and effect from and after repayment of the Secured
Obligations and the permanent termination of the Commitments.

     23.  Waiver of Jury Trial.  NOTWITHSTANDING ANY OTHER PROVISION
CONTAINED HEREIN, IN THE EVENT ANY JUDICIAL PROCEEDING IS INSTITUTED
IN CONNECTION WITH THIS PLEDGE AGREEMENT, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, THE COLLATERAL AGENT AND EACH SECURED PARTY BY THEIR
ACCEPTANCE OF THIS PLEDGE AGREEMENT OR THE BENEFITS HEREOF AND THE
PLEDGOR EACH HEREBY IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A
JURY TRIAL WITH RESPECT TO ANY ACTION, CLAIM OR OTHER PROCEEDING
ARISING OUT OF OR ANY DISPUTE IN CONNECTION WITH THIS PLEDGE
AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER, OR THE PERFORMANCE OF
SUCH RIGHTS AND OBLIGATIONS.
                                       14
<PAGE>

     24.  Counterparts.  This Pledge Agreement may be executed by the
parties hereto in several counterparts, each of which shall be deemed
to be an original and all of which shall constitute together one and
the same agreement.

          [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
                                       15
<PAGE>

     IN WITNESS WHEREOF, the undersigned has caused this Pledge
Agreement to be duly executed and delivered as of the date first above
written.

(CORPORATE SEAL)                   WAMPLER FOODS, INC.

                                   By:__/S/ Robert T. Ritter__
                                        Robert T. Ritter
                                        Treasurer
                                       16
<PAGE>

                      ACKNOWLEDGMENT AND CONSENT

     Each Issuer of Pledged Stock referred to in the foregoing Pledge
Agreement hereby acknowledges receipt of a copy thereof and agrees to
be bound thereby and to comply with the terms thereof insofar as such
terms are applicable to it.  Each Issuer agrees to notify the
Collateral Agent promptly in writing of the occurrence of any of the
events described in Paragraph 5(c) of the Pledge Agreement.  Each
Subsidiary further agrees that the terms of Paragraph 9 of the Pledge
Agreement shall apply to it with respect to all actions that may be
required of it under or pursuant to or arising out of Paragraph 9 of
the Pledge Agreement.


                         ROCKINGHAM POULTRY, INC., 
                         a Virginia corporation

                         By:__/S/ Robert T. Ritter__
                              Robert T. Ritter
                              Vice President


                         ROCKINGHAM POULTRY, INC.,
                         a Virgin Islands corporation (F.S.C.)

                         By:__/S/ Ruth J. Mack
                              Ruth J. Mack
                              Vice President
                                       17
<PAGE>

                              SCHEDULE I
                          To Pledge Agreement


                     DESCRIPTION OF PLEDGED STOCK

                             Subsidiaries

Issuer         Class of Stock Certificate No.     No. of Shares

Rockingham          Common         1                   1000
Poultry, Inc.
(VA)

Rockingham          Common         1                    100
Poultry, Inc.
(VI)
                                       18
<PAGE>

                      PLEDGE AGREEMENT SUPPLEMENT


     PLEDGE AGREEMENT SUPPLEMENT, dated as of_________________,__ 
(the "Supplement"), made by WAMPLER FOODS, INC., a corporation
organized under the laws of the State of Virginia (the "Pledgor"), in
favor of FIRST UNION NATIONAL BANK, a national banking association, as
Collateral Agent (in such capacity, the "Collateral Agent"), under the
Credit Agreements (as defined in the Pledge Agreement referred to
below) for the benefit of itself and the Secured Parties (as so
defined).

     1.   Reference is hereby made to that Pledge Agreement, dated as
of February ____ , 1998, made by the Pledgor in favor of the
Collateral Agent (as amended, supplemented or otherwise modified as of
the date hereof, the "Pledge Agreement").  This Supplement supplements
the Pledge Agreement, forms a part thereof and is subject to the terms
thereof.  Terms defined in the Pledge Agreement are used herein as
therein defined.

     2.   The Pledgor hereby confirms and reaffirms the security
interest in the Collateral granted to the Collateral Agent for the
ratable benefit of itself and the Secured Parties under the Pledge
Agreement, and, as additional collateral security for the prompt and
complete payment when due (whether at stated maturity, by acceleration
or otherwise) of the Secured Obligations and in order to induce the
Secured Parties to make their Loans under the Credit Agreements, the
Pledgor hereby delivers to the Collateral Agent, for the ratable
benefit of itself and the Secured Parties, all of the issued and
outstanding shares of capital stock of [INSERT NAME OF NEW SUBSIDIARY]
(the "New Issuer") listed below, which stock, together with all stock
certificates, options, or rights of any nature whatsoever which may be
issued or granted by the New Issuer, is subject to the terms and
conditions of the Pledge Agreement, as supplemented hereby, (the
"Additional Pledged Stock"; as used in the Pledge Agreement as
supplemented by this Supplement, "Pledged Stock" shall be deemed to
include the Additional Pledged Stock) and hereby grants to the
Collateral Agent, for the ratable benefit of itself and the Secured
Parties, a security interest in the Additional Pledged Stock and all
Proceeds thereof.

     3.   The Pledgor hereby represents and warrants that the
representations and warranties contained in Paragraph 4 of the Pledge
Agreement are true and correct on the date of this Supplement with
references therein to the "Pledged Stock" to include the Additional
Pledged Stock, with references therein to the "Issuer" to include the
New Issuer, and with references to the "Pledge Agreement" to mean the
Pledge Agreement as supplemented by this Supplement.
                                       19
<PAGE>

     4.   The Pledgor shall deliver to the Collateral Agent the
Acknowledgment and Consent attached hereto duly executed by the New
Issuer.  The Additional Pledged Stock pledged hereby is as follows
which Pledged Stock shall be deemed part of Schedule I thereto:
                                       20
<PAGE>
      
                     DESCRIPTION OF PLEDGED STOCK

Issuer         Class of Stock Certificate No.     No. of Shares

New Issuer



     5.   The Pledgor hereby agrees to deliver to the Collateral Agent
such certificates and other documents and take such other action as
shall be reasonably requested by the Collateral Agent in order to
effectuate the terms hereof and the Pledge Agreement.

     IN WITNESS WHEREOF, the undersigned has caused this Supplement to
be duly executed under seal and delivered as of the date first above
written.



(CORPORATE SEAL)              [NAME OF NEW ISSUER]

                              By:_________________
                              Name:_______________
                              Title:______________
                                       21
<PAGE>

               ACKNOWLEDGMENT AND CONSENT OF NEW ISSUER

     The undersigned hereby acknowledges receipt of a copy of the
foregoing Supplement and the Pledge Agreement referred to therein (the
"Pledge Agreement").  The undersigned agrees for the benefit of the
Collateral Agent and the Secured Parties as follows:

     1.   The undersigned will be bound by the terms of the Pledge
Agreement and will comply with such terms insofar as such terms are
applicable to the undersigned.

     2.   The undersigned will notify the Collateral Agent promptly in
writing of the occurrence of any of the events described in Paragraph
5(c) of the Pledge Agreement.

     3.   The Issuer further agrees that the terms of Paragraph 9 of
the Pledge Agreement shall apply to it with respect to all actions
that may be required of it under or pursuant to or arising out of
Paragraph 9 of the Pledge Agreement.

(CORPORATE SEAL)              [NAME OF NEW ISSUER]

                              By:________________
                              Name:______________
                              Title:_____________
                                       22
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