<PAGE>

                          William E. Simon & Sons, LLC             EXHIBIT 10.5
                                310 South Street
                                  P.O. Box 1913
                            Morristown, NJ 07962-1913

                                                     December 13, 2001

PF Management, Inc.
361 Second Street NW
Hickory, North Carolina 28601

Gentlemen:

         On behalf of William E. Simon & Sons, LLC ("Simon"), I wish to thank
you for the opportunity to represent PF Management, Inc. ("PF Management") as
its financial advisor in connection with PF Management's identification,
consideration and pursuit of strategic business and financial objectives,
beginning with its acquisition of the entire equity interest (the "MBO") in
Pierre Foods, Inc. ("Pierre Foods"). This letter confirms the agreement between
Simon and PF Management under which Simon is becoming a financial advisor to PF
Management today on the terms and conditions stated herein.

         1.       Simon solicited and accepts this engagement and agrees to:

                  a.       become familiar with the businesses, operations,
         properties, financial condition, capital resources, financial needs,
         prospects, objectives and strategies of PF Management and Pierre Foods
         (to the extent such information is provided by PF Management);

                  b.       counsel PF Management regarding practical and
         appropriate tactics for successfully closing the MBO and use its
         commercially reasonable best efforts to assist PF Management in its
         efforts to consummate the MBO;

                  c.       counsel PF Management regarding practical and
         appropriate strategies, structures and terms for directly or indirectly
         (i) purchasing or otherwise acquiring Pierre Foods 10-3/4% Senior Notes
         Due 2006 (the "Notes"), (ii) otherwise reducing the outstanding
         principal amount of the Notes or the liability of Pierre Foods in
         respect thereof, or (iii) materially modifying the terms of the Notes
         to the benefit of Pierre Foods or PF Management (any of the foregoing
         being a "Pierre Foods Restructuring");

                  d.       counsel PF Management regarding practical and
         appropriate strategies, structures and terms (other than conversion to
         PF Management equity) by which PF Management can dispose of as a
         liability (including through the transfer to or assumption of the
         liabilities by Pierre Foods or another third party) all or
         substantially all of the approximately $20 million in aggregate
         principal amount of indebtedness for borrowed money that it carries on
         its balance sheet as of the date hereof (a "PF Management
         Restructuring"); and


<PAGE>

                  e.       evaluate possible sources of financing needed in
         pursuit of corporate objectives and strategies, including the MBO, the
         Pierre Foods Restructuring and the PF Management Restructuring.

                           If Simon is asked to provide services not described
         above, then PF Management and Simon will enter into a separate
         agreement covering the additional services to be rendered and the fee
         to be paid to Simon.

         2.       Simon acknowledges that, as financial advisor to PF
Management, it is entering into a relationship of trust and confidence with PF
Management in which Simon is obligated to act in the best interests of PF
Management. In consequence, but without limiting the generality of such duties:

                  a.       Simon hereby withdraws its pending offer, submitted
         with Triton Partners by letter dated July 18, 2001 addressed to the
         members of the special committee of the board of directors of Pierre
         Foods, to purchase any and all outstanding shares of Pierre Foods
         common stock for $2.50 per share by tender offer. In withdrawing its
         offer, Simon is relying upon PF Management's oral representation,
         hereby confirmed, that PF Management will offer to increase the price
         payable in the MBO for Pierre Foods common stock to $2.50 per share.

                  b.       Until five years from the date of this letter, Simon
         will not and will cause each of its "affiliates" and "associates" (as
         such terms are defined in Rule 12b-2 under the Securities Exchange Act
         of 1934, as amended (the "Exchange Act")) not to, without the prior
         written consent of PF Management (except in connection with Simon's
         performance of its duties under this letter):

                           i.  purchase, acquire or "beneficially own"
                  (determined pursuant to Rule 13d-3 under the Exchange Act) or
                  offer or agree to purchase, acquire or beneficially own
                  (determined as aforesaid), whether directly or indirectly or
                  alone or in concert with others, by purchase, gift or
                  otherwise, any equity or debt securities of Pierre Foods or of
                  any successor to Pierre Foods by merger, consolidation, sale
                  of assets, combination or otherwise (each, a "Transaction")
                  if, immediately following the Transaction, those individuals
                  and entities that held a majority of the outstanding shares of
                  common stock of Pierre Foods before such Transaction continue
                  to own a majority of the outstanding voting securities of the
                  surviving entity of such Transaction (a "Successor");

                           ii. make, or in any way participate in, whether
                  directly or indirectly or alone or in concert with others, any
                  "solicitation" of "proxies" (as such terms are defined or used
                  in Regulation 14A under the Exchange Act) or become a
                  "participant" in any "election contest" (as such terms are
                  defined or used in the Exchange Act and the rules thereunder)
                  with respect to Pierre Foods or any Successor or seek to
                  advise or influence any person (within the meaning of Section
                  13(d)(3) of the Exchange Act) with respect to the voting of,
                  or the giving of a consent with respect to, any equity or debt
                  securities of Pierre Foods or any Successor;


                                       2
<PAGE>

                           iii.  initiate, propose or otherwise solicit
                  shareholders for the approval of one or more shareholder
                  proposals with respect to Pierre Foods or any Successor as
                  described in Rule 14a-8 under the Exchange Act or otherwise;

                           iv.   acquire or affect the control of Pierre Foods
                  or any Successor or directly or indirectly form, join or in
                  any way participate in or encourage the formation of any
                  "group" (within the meaning of Section 13(d)(3) of the
                  Exchange Act) that has or seeks to acquire "beneficial
                  ownership" (as determined pursuant to Rule 13d-3 under the
                  Exchange Act) of any equity or debt securities of Pierre Foods
                  or any Successor;

                           v.    acquire, offer to acquire or agree to acquire,
                  whether directly or indirectly or alone or in concert with
                  others, by purchase, exchange or otherwise, all or substantial
                  portions of the assets, tangible or intangible, of Pierre
                  Foods or any Successor;

                           vi.   arrange, or in any way participate in or
                  encourage, directly or indirectly, any financing for the
                  purchase of equity or debt securities or assets of Pierre
                  Foods or any Successor;

                           vii.  seek, whether alone or in concert with others,
                  (i) to propose any business combination to Pierre Foods or any
                  Successor or the holders of their equity or debt securities,
                  or (ii) to control, change or influence the management, board
                  of directors or policies of Pierre Foods or any Successor or
                  nominate any person as a director of Pierre Foods or any
                  Successor who is not nominated by the then-incumbent
                  directors, or propose any matter to be voted upon or consented
                  to by the holders of equity or debt securities of Pierre Foods
                  or any Successor, whether pursuant to the proxy rules of the
                  Securities and Exchange Commission or otherwise;

                           viii. encourage or render advice to or make any
                  recommendation or proposal to any individual or entity to
                  engage in any of the actions covered by this paragraph 2; or

                           ix.   announce an intention, or enter into any
                  arrangement or understanding with any individual or entity, to
                  do any of the actions restricted or prohibited under this
                  paragraph 2.

         3.       Simon's engagement will commence on the date of this letter
and will continue until it expires one year from the date hereof, unless the MBO
is consummated no later than one year from the date hereof, in which case
Simon's engagement will continue until it expires one year from the date of such
consummation (the "Engagement Period"). Either party may terminate (i) Simon's
engagement or (ii) the agreement evidenced by this letter for a breach of this
letter agreement by the other party hereto, it being understood that such
termination will not relieve the breaching party of liability for its breach.
Subparagraph b of paragraph 2, and paragraphs 4 through 17 and 20 and 21 of this
letter, will survive and remain in effect for the duration of the statute of
limitations applicable to contractual obligations of such nature


                                       3
<PAGE>

notwithstanding the expiration or termination of Simon's engagement hereunder or
the termination of this agreement; provided, however, that if Simon's engagement
or this agreement is terminated by Simon in connection with a breach of this
agreement by PF Management, subparagraph b of paragraph 2 of this letter shall
not survive.

         4.       Simon will be entitled to the following compensation for its
services hereunder:

                  a.       If the MBO is consummated before December 13, 2002,
         or, if later, during the six months following termination or expiration
         of Simon's engagement hereunder, then PF Management will pay to Simon
         in cash, upon consummation of such transaction, a fee equal to
         $250,000.

                  b.       If a Pierre Foods Restructuring is consummated during
         the Engagement Period or, if later, during the two-year period
         following termination or expiration of Simon's engagement hereunder
         (the "Tail Period"), then, provided that one or more Pierre Foods
         Restructurings have occurred and cumulatively have included Notes in an
         aggregate principal amount in excess of $57.5 million, PF Management
         will cause Pierre Foods to pay to Simon in cash, upon consummation of
         such transaction, a fee in an amount determined as follows: if the fair
         market value of the cash and securities paid in exchange for the Notes
         in the transaction or series of transactions is exceeded by the
         aggregate principal amount of the Notes the liability on which has been
         extinguished or otherwise permanently avoided in such transaction or
         series of transactions (the excess amount being the "Discount") by 25%
         or less, then the amount of the fee will be 4% of the Discount; if the
         Discount is more than 25% but not more than 50%, then the amount of the
         fee will be 5% of the Discount; and if the Discount is more than 50%,
         then the amount of the fee will be 6% of the Discount; provided,
         however, that during the last nine months of the Tail Period, if the
         Discount is 25% or less then the amount of the fee will be 2% of the
         Discount, if the Discount is more than 25% but not more than 50% then
         the amount of the fee will be 2.5% of the Discount, and if the Discount
         is more than 50% then the amount of the fee will be 3% of the Discount.

                  c.       If a PF Management Restructuring is consummated
         during the Engagement Period or, if later, during the Tail Period, then
         PF Management will pay to Simon in cash, upon consummation of such
         transaction, a fee equal to $1,200,000.

                  d.       With a view to preserving for Simon the benefit of
         its bargain hereunder, should PF Management or Pierre Foods become a
         debtor in a bankruptcy case commenced (and not dismissed within 30 days
         after commencement) before the last date on which a transaction could
         be consummated that would obligate PF Management to pay or cause to be
         paid to Simon a fee pursuant to paragraph 4 of this letter, then PF
         Management will use its commercially reasonable best efforts to cause
         such debtor to retain Simon on terms substantially similar to the terms
         stated in this letter, with fee priority under Bankruptcy Code Sections
         503 and 507(a).

         5.       In addition to the fees payable to Simon, PF Management will
reimburse Simon, upon request from time to time, for its reasonable
out-of-pocket expenses incurred in connection with this engagement (including
expenses incurred before the date hereof in connection with the



                                       4
<PAGE>

negotiation of this letter and in connection with the offer mentioned in
subparagraph a of paragraph 2 hereof), such expenses not to exceed $125,000 in
the aggregate unless approved by PF Management in writing (which approval will
not be unreasonably withheld). Out-of-pocket expenses include transportation,
lodging, meals, document services, database services, facsimile charges, courier
charges and the fees and expenses of all lawyers engaged by Simon to advise it
in connection with this engagement. Simon will support its requests for
reimbursement of expenses with invoices prepared in reasonable detail.

         6.       PF Management will use its commercially reasonable best
efforts to consummate the MBO at a price per share of $2.50.

         7.       PF Management will furnish all information reasonably
requested by Simon for the purpose of rendering services hereunder, including
such financial projections as may be constructed by PF Management or provided to
PF Management by Pierre Foods ("Information"). PF Management recognizes and
confirms that Simon: (i) will use and rely on the Information and on other
information available from generally recognized public sources in performing the
services contemplated by this letter without any obligation to independently
verify the Information or such other information; (ii) will assume no
responsibility for the accuracy or completeness of the Information or such other
information; and (iii) will make no appraisal of any of the assets or
liabilities of PF Management, Pierre Foods or any other entity. Neither PF
Management nor Pierre Foods has made any representation or warranty in or
pursuant to this letter concerning the accuracy or completeness of any
Information.

         8.       Simon agrees to treat any information concerning PF Management
or Pierre Foods, or concerning an individual or entity directly or indirectly
controlling or controlled by or under common control with (an "Affiliate" of)
either PF Management or Pierre Foods, that has been disclosed to or received by
Simon at any time from or on behalf of PF Management, Pierre Foods or an
Affiliate of either of them or otherwise, together with analyses, compilations,
studies or other documents or records prepared by PF Management, Pierre Foods or
an Affiliate of either of them or any employees, officers, directors, managers,
members, partners, shareholders, advisors or agents (collectively,
"Representatives") of PF Management or Pierre Foods or an Affiliate of either of
them, to the extent that such analyses, compilations, studies, documents or
records contain or otherwise reflect or are generated from such information
(collectively, "PF Confidential Information"), in accordance with the provisions
of paragraphs 9, 10 and 11 of this letter. PF Confidential Information does not
include information that (i) was or becomes generally available to the public
other than as a result of a disclosure by Simon, its Affiliates or any of their
Representatives in breach of this Agreement, (ii) was or becomes available to
Simon or an Affiliate thereof in good faith on a nonconfidential basis from a
source other than PF Management or Pierre Foods or an Affiliate of either of
them or a Representative of any of them, provided that such source is not known
by Simon or such Affiliate to be under an obligation of confidentiality to any
of the foregoing or otherwise prohibited from transmitting the information to
Simon or such Affiliate by a contractual, legal or fiduciary duty, or (iii) was
within the possession of Simon or an Affiliate thereof before it was furnished
to Simon or an Affiliate thereof by or on behalf of PF Management or Pierre
Foods or an Affiliate of either of them pursuant to this letter, provided that
the source of such information was not known by Simon or such Affiliate to be
under an obligation of confidentiality to PF Management or Pierre Foods or an
Affiliate of either of them or a Representative of any of them or otherwise
prohibited from


                                       5
<PAGE>

transmitting the information to Simon or an Affiliate thereof by a contractual,
legal or fiduciary obligation.

         9.       Simon hereby covenants and agrees with PF Management that
Simon will, and will cause its Affiliates to, maintain as confidential and
protect the PF Confidential Information until December 13, 2006 (the "Restricted
Period"). Accordingly, Simon and its Affiliates will not, directly or
indirectly, for their own benefit or for the benefit of any individual or entity
other than PF Management or Pierre Foods, use or disclose PF Confidential
Information for any purpose or in any manner whatsoever, during the Restricted
Period; provided, however, that (i) PF Confidential Information may be disclosed
(a) to Representatives of Simon and its Affiliates if and to the extent that
they need the information for the purpose of assisting Simon in the execution of
this engagement, it being understood that they will be informed by Simon of the
confidential nature of such information and will be directed by Simon to treat
such information confidentially and that Simon will be liable for any disclosure
or use made by any of them that is prohibited by this Agreement, and (b) as may
be required by law, rule or regulation as advised by counsel, and (ii) any
disclosure or other use of PF Confidential Information may be made to which PF
Management or Pierre Foods, as the case may be, consents in advance in writing
or which is permitted by the provisions of this letter.

         10.      In the event that Simon or any of its Affiliates or any of
their Representatives is requested or required by oral question or request for
information or documents in a legal proceeding or by interrogatory, subpoena,
civil investigative demand or similar process to disclose any PF Confidential
Information (a "Simon Witness"), it is agreed that Simon, unless prohibited by
law, rule or regulation, will provide PF Management and Pierre Foods with prompt
notice of such request or requirement in order that either or both of them might
seek an appropriate protective order or waive compliance with the provisions of
this letter (or both). It is further agreed that if, in the absence of a
protective order or the receipt of a waiver hereunder, the Simon Witness is
nonetheless compelled to disclose PF Confidential Information under applicable
law, then the Simon Witness may disclose such information to the extent
required. Simon covenants and agrees with PF Management and Pierre Foods, for
the benefit not only of them but also for the benefit of all of their Affiliates
and Representatives, that neither Simon nor any of its Affiliates will assert,
nor will Simon or any of its Affiliates assist any other individual or entity in
the assertion of, any Loss (or Claim in respect thereof) based, in whole or in
part, on PF Confidential Information, except as expressly provided above in this
paragraph 10 and except in connection with a dispute hereunder. This covenant
and agreement is perpetual and, accordingly, will survive the expiration or
termination of this engagement forever.

         11.      Simon will promptly, upon the request of PF Management or
Pierre Foods, return all materials furnished by PF Management, Pierre Foods, any
of their Affiliates or any of their Representatives to Simon, any of its
Affiliates or any of their Representatives, in each case containing PF
Confidential Information, without retaining any copy or reproduction thereof. In
the event of any such request, all other documents constituting PF Confidential
Information will be held subject to the provisions of this letter and, to the
extent permitted or required by any document retention or similar policy, will
be destroyed. Simon will continue to be bound by its obligations (including its
obligations of confidentiality) hereunder notwithstanding the return or
destruction of PF Confidential Information or the termination of Simon's
engagement.


                                       6
<PAGE>

         12.      PF Management agrees for itself, and agrees to cause Pierre
Foods, to treat any information concerning Simon or an Affiliate thereof that
has been disclosed to or received by PF Management or Pierre Foods at any time
from or on behalf of Simon or an Affiliate thereof or otherwise, together with
analyses, compilations, studies or other documents or records prepared by Simon
or an Affiliate thereof or any employees, officers, directors, managers,
members, partners, shareholders, advisors or agents (collectively,
"Representatives") of Simon or an Affiliate thereof, to the extent that such
analyses, compilations, studies, documents or records contain or otherwise
reflect or are generated from such information or from information concerning PF
Management or Pierre Foods or an Affiliate of either of them (collectively,
"Simon Confidential Information"), in accordance with the provisions of
paragraphs 13, 14 and 15 of this letter. Simon Confidential Information does not
include information that (i) was or becomes generally available to the public
other than as a result of a disclosure by PF Management, Pierre Foods, an
Affiliate of either of them or any of their Representatives in breach of this
Agreement, (ii) was or becomes available to PF Management, Pierre Foods or an
Affiliate of either of them in good faith on a nonconfidential basis from a
source other than Simon or an Affiliate thereof or a Representative of any of
them, provided that such source is not known by PF Management, Pierre Foods or
such Affiliate to be under an obligation of confidentiality to any of the
foregoing or otherwise prohibited from transmitting the information to PF
Management, Pierre Foods or such Affiliate by a contractual, legal or fiduciary
duty, (iii) was within the possession of PF Management or Pierre Foods or an
Affiliate of either of them before it was furnished to PF Management or Pierre
Foods or an Affiliate of either of them by or on behalf of Simon or an Affiliate
thereof pursuant to this letter, provided that the source of such information
was not known by PF Management, Pierre Foods or such Affiliate to be under an
obligation of confidentiality to Simon or an Affiliate thereof or a
Representative of any of them or otherwise prohibited from transmitting the
information to PF Management, Pierre Foods or an Affiliate of either of them by
a contractual, legal or fiduciary obligation; or (iv) information concerning
operation of the market for corporate debt securities.

         13.      PF Management hereby covenants and agrees with Simon that PF
Management will, and will cause Pierre Foods and their Affiliates to, maintain
as confidential and protect the Simon Confidential Information during the
Restricted Period. Accordingly, PF Management will not, and will not permit
Pierre Foods or any of their Affiliates to, directly or indirectly, for their
own benefit or for the benefit of any individual or entity, use or disclose
Simon Confidential Information for any purpose or in any manner whatsoever,
during the Restricted Period; provided, however, that (i) Simon Confidential
Information may be used in furtherance of the MBO, the Pierre Foods
Restructuring or the PF Restructuring (however, such information shall not be
disclosed to third parties other than Representatives of PF Management, Pierre
Foods and their Affiliates in furtherance of such efforts); (ii) Simon
Confidential Information may be disclosed (a) to Representatives of PF
Management, Pierre Foods and their Affiliates if and to the extent that they
need the information for the purpose of assisting PF Management or Pierre Foods
in the execution of this engagement, it being understood that they will be
informed by PF Management or Pierre Foods of the confidential nature of such
information and will be directed by PF Management or Pierre Foods to treat such
information confidentially and that PF Management will be liable for any
disclosure or use made by any of them that is prohibited by this Agreement, and
(b) as may be required by law, rule or regulation as advised by counsel, and
(iii) any disclosure or other use of Simon Confidential Information may be made
to which Simon consents in advance in writing or which is permitted by the
provisions of this letter.


                                       7
<PAGE>

         14.      In the event that PF Management or Pierre Foods, any Affiliate
of either of them or any of their Representatives is requested or required by
oral question or request for information or documents in a legal proceeding or
by interrogatory, subpoena, civil investigative demand or similar process to
disclose any Simon Confidential Information (a "PF Witness"), it is agreed that
PF Management, unless prohibited by law, rule or regulation, will provide Simon
with prompt notice of such request or requirement in order that Simon might seek
an appropriate protective order or waive compliance with the provisions of this
letter (or both). It is further agreed that if, in the absence of a protective
order or the receipt of a waiver hereunder, the PF Witness is nonetheless
compelled to disclose Simon Confidential Information under applicable law, then
the PF Witness may disclose such information to the extent required. PF
Management covenants and agrees with Simon, for the benefit not only of Simon
but also for the benefit of all of its Affiliates and Representatives, that
neither PF Management nor any of its Affiliates will assert, nor will PF
Management or any of its Affiliates assist any other individual or entity in the
assertion of, any Loss (or Claim in respect thereof) based, in whole or in part,
on Simon Confidential Information, except as expressly provided above in this
paragraph 14 and except in connection with a dispute hereunder. This covenant
and agreement is perpetual and, accordingly, will survive the expiration or
termination of this engagement forever.

         15.      PF Management will, and will cause Pierre Foods to, promptly,
upon the request of Simon, return all materials furnished by Simon, any of its
Affiliates or any of their Representatives to PF Management, Pierre Foods, any
Affiliate of any of them or any of their Representatives, in each case
containing Simon Confidential Information, without retaining any copy or
reproduction thereof. In the event of any such request, all other documents
constituting Simon Confidential Information will be held subject to the
provisions of this letter and, to the extent permitted or required by any
document retention or similar policy, will be destroyed. PF Management will
continue to be bound by its obligations (including its obligations of
confidentiality) hereunder notwithstanding the return or destruction of Simon
Confidential Information or the termination of Simon's engagement.

         16.      Because money damages would not be a sufficient remedy for
breach of the provisions of this letter, each party will be entitled to specific
performance and injunctive or other equitable relief as remedies for such a
breach by the other party. Such remedies will not be the exclusive remedies for
breach of such provisions, but will instead be in addition to all other remedies
available at law or in equity.

         17.      PF Management hereby agrees to indemnify, hold harmless and
reimburse Simon and each other Indemnified Simon Party (as defined below), and
Simon hereby agrees to indemnify, hold harmless and reimburse PF Management,
Pierre Foods and each other Indemnified PF Party (as defined below), as follows:

                  a.       PF Management agrees to indemnify Simon, its
         Affiliates and their respective Representatives (each, an "Indemnified
         Simon Party") and to hold them harmless from and against any and all
         losses, claims, damages and liabilities, joint or several ("Losses") to
         which any of them may become subject relating to or arising out of this
         engagement of Simon by PF Management and will reimburse each
         Indemnified Simon Party for all expenses (including, without
         limitation, the fees and expenses of legal counsel) as and when
         reasonably incurred in connection with investigating, preparing or


                                       8
<PAGE>

         defending, or providing evidence in, any pending or threatened claim,
         action, suit or proceeding arising therefrom (a "Claim"); provided,
         however, that PF Management will not be liable to any Indemnified Simon
         Party for any Loss to which such Indemnified Simon Party may become
         subject by reason of the gross negligence or intentional misconduct of
         such Indemnified Simon Party or the breach by Simon of any provision of
         this letter. Simon agrees to indemnify PF Management, Pierre Foods, the
         Affiliates of each of them and their respective Representatives (each,
         an "Indemnified PF Party") and to hold them harmless from and against
         any and all Losses to which any of them may become subject relating to
         or arising out of a breach of this letter agreement by Simon and will
         reimburse each Indemnified PF Party for all expenses (including,
         without limitation, the fees and expenses of legal counsel) as and when
         reasonably incurred in connection with investigating, preparing or
         defending, or providing evidence in, any Claim.

                  b.       If indemnification is to be sought hereunder by an
         Indemnified Simon Party or an Indemnified PF Party (an "Indemnified
         Party"), then such Indemnified Party will promptly notify the
         indemnifying party of the commencement of any Claim in respect thereof;
         but failure to give such notice will not relieve the indemnifying party
         from any liability or obligation that it would have under this
         paragraph except and only to the extent that such failure results in
         actual prejudice to such indemnifying party through the loss of
         defenses. Following such notice, the indemnifying party may elect in
         writing to assume the defense of such Claim (and the costs related
         thereto), and, upon such election, the indemnifying party will not be
         liable for any legal costs subsequently incurred by such Indemnified
         Party (other than costs of investigation or the production of documents
         or witnesses) unless (i) the indemnifying party has failed to provide
         legal counsel reasonably satisfactory to such Indemnified Party in a
         timely manner, (ii) the representation of such Indemnified Party by
         legal counsel selected by the indemnifying party would be inappropriate
         due to conflicts of interest or (iii) there are legal defenses
         available to such Indemnified Party that are different from or
         additional to those available to the indemnifying party or any other
         Indemnified Party represented by such legal counsel. Nothing set forth
         herein will preclude any Indemnified Party from retaining its own
         counsel at its own expense. Each of PF Management and Simon, as an
         indemnifying party, agrees that it will not, without the prior written
         consent of the other (which will not be unreasonably withheld), settle,
         compromise or consent to the entry of judgment in any pending or
         threatened Claim in respect of which indemnification could be sought
         hereunder unless such settlement includes a provision unconditionally
         releasing such other and all other Indemnified Parties who are parties
         to such pending or threatened Claim. Each of PF Management and Simon,
         as an indemnifying party, will use its commercially reasonable best
         efforts, in connection with securing the settlement of any pending or
         threatened Claim, to include therein a provision unconditionally
         releasing the other party and all other Indemnified Parties (whether or
         not any Indemnified Party is a party to such Claim) from and holding
         them harmless against all Loss in respect of Claims by any releasing
         party related to or arising out of such matters or any transaction or
         conduct in connection therewith.

                  c.       If the indemnification and reimbursement provisions
         set forth above are unavailable or insufficient to hold an Indemnified
         Party harmless, then the indemnifying


                                       9
<PAGE>

         party will nonetheless contribute to any such amounts paid or payable
         by such Indemnified Party in a proportion that appropriately reflects
         the relative benefits received by the indemnifying party, on the one
         hand, and the Indemnified Party, on the other hand, in connection with
         the matters to which such expenses or other amounts relate. If the
         foregoing allocation according to relative benefits is not permitted by
         applicable law, then amounts will be contributed by the indemnifying
         party to the Indemnified Party in such proportion as appropriately
         reflects not only the relative benefits referred to above, but also the
         relative fault of the indemnifying party, on the one hand, and the
         Indemnified Party, on the other hand, as well as any other relevant
         equitable considerations.

                  d.       Notwithstanding anything in this paragraph 17 to the
         contrary, Simon shall not be obligated to indemnify any Indemnified PF
         Party for Losses related to consequential, special, incidental or
         punitive damages, whether or not foreseeable, and Simon's maximum
         liability under this letter agreement to the Indemnified PF Parties
         shall be limited to the aggregate amount of the fees actually paid to
         Simon pursuant to paragraph 4 hereof. Except as contemplated by the
         first sentence of paragraph 16 hereof, this paragraph 17 shall be the
         exclusive remedy available to the Indemnified PF Parties with respect
         to any Losses relating to or arising out of this letter agreement.

         18.      PF Management and Simon agree and acknowledge that this letter
is solely for the benefit of the parties to this letter and their Affiliates and
Representatives (and Representatives of Affiliates) and Indemnified Parties, as
expressly provided herein, and that Simon will owe no duty to any other
individual or entity by reason of this engagement.

         19.      Before the expiration or termination of Simon's engagement
hereunder and notwithstanding the other provisions of this letter, PF Management
will cause any statement by PF Management or by Pierre Foods that mentions Simon
or touches upon the MBO, the Pierre Foods Restructuring or the PF Management
Restructuring, and in any such case is intended for public disclosure, to be
submitted to Simon for its review as far in advance as reasonably practicable
before release and to be released only in form and substance approved by Simon;
provided, however, that Simon's approval will not be unreasonably withheld or
delayed.

         20.      PF Management represents and warrants to Simon that
approximately $20 million in aggregate principal amount of indebtedness
constitutes substantially all of its liabilities at the date hereof. PF
Management covenants and agrees with Simon that it will not dispose of less than
all or substantially all of such indebtedness during the Engagement Period or,
if later, during the two year period following termination or expiration of
Simon's engagement hereunder, except that PF Management may dispose of up to $1
million of indebtedness accrued at the date hereof.

         21.      This letter may not be amended or modified except in a writing
signed by the party sought to be charged. By signing in the space provided
below, each party represents and warrants to the other parties that the
agreement evidenced by this letter has been duly authorized by the signing party
and is a legal, valid and binding obligation of the signing party. This letter,
including for this purpose the accompanying Guarantee, which may be signed in
counterparts, evidences the entire agreement among Simon, PF Management, Pierre
Foods and their Affiliates touching upon the subject matter hereof and
supersedes any and all prior or contemporaneous


                                       10
<PAGE>

understandings or commitments of such entities and individuals relating to such
subject matter. This letter will be governed by and construed in accordance with
the laws of the State of Delaware (without giving effect to the principles of
conflict of laws thereof).


                            [Signatures on next page]



                                       11
<PAGE>

                                             Very truly yours,

                                             WILLIAM E. SIMON & SONS, LLC


                                             By:  /s/ Erik M.W. Caspersen
                                                ----------------------------
                                                      Erik M.W. Caspersen
                                                      Principal

Agreed as of the date first written above:

PF MANAGEMENT, INC.


By:  /s/ David R. Clark
   --------------------------------------
         David R. Clark
         President


                                    GUARANTEE

         Pierre Foods, Inc. hereby guarantees to William E. Simon & Sons, LLC
and each Indemnified Simon Party (as defined in paragraph 17 of the foregoing
letter) the due and punctual payment and performance in full of each and all of
the obligations, covenants and agreements of PF Management, Inc. evidenced by
such letter.

Dated:  December 13, 2001

PIERRE FOODS, INC.


By:  /s/ Pamela M. Witters
   --------------------------------------
         Pamela M. Witters
         Chief Financial Officer

By:  /s/ Bobby G. Holman
   ---------------------------------------
         Bobby G. Holman
         Chairman of the Special Committee
           of the Board of Directors



                                       12