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EXHIBIT 4.1    
    


 
 

PILGRIM'S PRIDE CORPORATION
  
  EMPLOYEE STOCK INVESTMENT PLAN    
    


        1.    PURPOSE.    The purpose of the Pilgrim's Pride Corporation Employee Stock Investment Plan (the "Plan") is to
provide the employees of Pilgrim's Pride Corporation (the "Company") and its Designated Affiliates (as defined below) with a convenient method of investing in shares of the common stock, $.01 par
value (the "Stock") of the Company through payroll deductions supplemented by Company contributions. Contributions will be invested by an investment banker and/or broker (the "Administrator") or any
successor administrator, engaged by the Company. Currently, the Administrator of the Plan is Smith Barney, Inc. The Board of Directors of the Company (the "Board") believes that employee
participation in the ownership of the business helps to bring about the essential unity of purpose among the Company, its employees and its shareholders. However, nothing herein set forth should be
construed, nor is the same intended, to obligate any employee to participate in the Plan. Participation herein is entirely voluntary and neither the Company nor the Administrator urges, recommends or
suggests that any employee should purchase an equity interest in the Company by participating in the Plan. For purposes of the Plan, the term "Affiliate" shall mean (i) any subsidiary
corporation of the Company, as that term is defined in Section 424(f) of the Internal Revenue Code of 1986, as amended, and (ii) any other entity in which the Company directly or
indirectly owns a majority of the equity interests. Furthermore, "Designated Affiliate" shall mean To-Ricos, Inc., Pilgrim's Pride Corporation of North Carolina, Inc.,
Pilgrim's Pride Corporation of Delaware, Inc., Pilgrim's Pride Mktg, Ltd., PPC Transportation Company, Pilgrim's Food Systems, Inc. and Pilgrim's Pride Corporation of West
Virginia, Inc. and any other Affiliate which has been designated by the Committee (as defined in Section 9 below) as eligible to participate in the Plan with respect to its employees. 



        2.    RISK OF LOSS AND SUITABILITY OF INVESTMENT.    Each eligible employee who participates in the Plan may suffer a
loss on his investment. A risk is involved in purchasing the stock of any company, including the Stock pursuant to the Plan. Before investing under the Plan, each employee should
carefully consider whether purchasing the Stock is a suitable investment or, if he is already a shareholder, whether an increase in such equity ownership is appropriate. Each eligible employee should
make a thorough and independent investigation of the current business and financial condition of the Company before electing to participate in the Plan. 



        3.    TERM OF PLAN.    The Plan will continue until the earlier of December 18, 2013 or terminated by the
Board. 


        4.    ELIGIBILITY.    Any employee of the Company who has completed six (6) months of continuous service with
the Company (or, to the extent approved by the Board, any business acquired by the Company) may participate in the Plan, except the following: 




	(1)
	Part-time
employees.    A part-time employee is defined as a person employed by the Company whose customary employment is less than four
(4) hours per day and/or whose customary employment is for not more than five (5) months in a calendar year.



	(2)
	Shareholders
owning more than five percent (5%) of the outstanding voting stock of the Company.



	(3)
	Employees
who reside in a jurisdiction which prohibits the offer or sale of the Plan interests and the Stock to its residents or otherwise prohibits or restricts the Plan or who are
otherwise prohibited from participating in the Plan. 





        Eligible
employees who elect to participate in the Plan are hereinafter referred to as the "Participants" or individually as a "Participant." Any Participant whose interest in the Plan
has 


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terminated
for any reason is eligible to resume participation in the Plan upon filing a written application in accordance with Section 5. 


        As
used herein, the term "employee of the Company" shall include employees of To-Ricos, Inc., Pilgrim's Pride Corporation of North Carolina, Inc., Pilgrim's
Pride Corporation of Delaware, Inc., Pilgrim's Pride Mktg, Ltd., PPC Transportation Company, Pilgrim's Food Systems, Inc. and Pilgrim's Pride Corporation of West
Virginia, Inc. and employees of any other Affiliate
of the Company hereafter designated by the Committee as a Designated Affiliate for purposes of this Plan. 


        5.    METHOD OF ENROLLMENT.    Each eligible employee may become a participant in the Plan by filing a written
application on such forms as may be prescribed by the Administrator with the payroll office of the Company from which such employee's salary or wages are paid. Each application of the eligible
employee will become effective for the payroll period following the date after such application is received. As used herein, the term "payroll period" shall mean the period from the date on which the
Participant customarily receives payment of his regular salary or wages to the next successive date on which he customarily receives such payment. 


        6.    PAYROLL DEDUCTIONS.    Subject to Section 19 below, all Participant contributions to the Plan shall be
made only by payroll deduction. Each application shall specify the amount which the Participant elects to contribute under the Plan for each payroll period and shall authorize the Company to withhold
such amount from the salary of such Participant with respect to each payroll period thereafter until such Participant's participation in the Plan is terminated or until the amount of such deductions
shall be changed or suspended as hereinafter provided. Any eligible employee may authorize payroll deductions pursuant to the Plan as follows: 





The
minimum payroll deduction is $10.00 per payroll period and the maximum deduction is 71/2% of the Participant's base salary, overtime pay and bonuses (but excluding commissions or
other allowances) for such period. 






        Any
application authorizing payroll deductions may be amended to increase or to reduce payroll deductions in full dollar amounts or to suspend such payroll deductions; provided, however,
that any suspension shall continue until the Participant has notified the Company to recommence payroll deductions. Each such amendment shall be made by filing a written application on such form as
may be prescribed by the Administrator with the payroll office from which the Participant's salary is paid, and shall become effective for the payroll period following the date after such application
is received. 


        7.    COMPANY CONTRIBUTIONS.    The Company shall contribute to the account of each Participant from whom a payroll
deduction was made during each payroll period an amount equal to 331/3% of the Participant's payroll deduction for such period, provided that the Company has sufficient current or
accumulated net income to permit the Company to make such contributions under applicable law. Payroll deductions by the Participant and contributions by the Company shall be forwarded to the
Administrator as provided in Section 8 hereof. 


        A
Participant may elect to waive the Company's contributions by written notice of such waiver to the Secretary of the Company. Such waiver may be revoked by written notice of the
Participant to the Secretary of the Company. 


        8.    ADMINISTRATION OF THE PLAN.    The Company shall accumulate and hold, without interest, the amounts so withheld
from the payroll deductions of all Participants together with all amounts contributed weekly by the Company pursuant to the Plan. All such amounts accumulated in any week shall be transmitted to the
Administrator (to be applied in accordance with the provisions of this Plan) as promptly as is reasonably practicable in the ordinary course of business following the week of withholding or
contribution, as the case may be. Such transmittal shall be accompanied by a Transmittal Letter, the form of which will be supplied by the Administrator. A signed copy of the 


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application
and each amendment thereof shall be transmitted to the Administrator from time to time as received by the Company. 


        The
Administrator shall establish and maintain a separate account on behalf of each Participant. 


        All
shares of the Stock purchased under this Plan shall be held in the name and custody of the Administrator for the benefit of the Participants and subject to withdrawal by such
Participant as herein provided. 


        Upon
receipt of such funds, the Administrator shall as soon as is reasonably practicable thereafter credit each Participant's account according to such schedule and shall purchase on the
New York Stock Exchange or on any exchange on which the Stock is traded, and in accordance with the SEC guidelines, as many whole shares of the Stock as may be purchased from the aggregate available
funds in the accounts of all Participants (including any funds available through cash dividends credited to the Participant's accounts pursuant to Section 17 of the Plan), and allocate full
shares and fractional shares to the account of each Participant upon completion of the purchase. Purchases shall be made either from the Administrator as principal or by the Administrator as agent at
prices prevailing on the open market at time of purchase. 


        The
Administrator shall keep and maintain an appropriate record of all transactions relating to each Participant's separate account. The Administrator shall supply each Participant with
a record or confirmation of his account which shall disclose the amount invested, the price per share, the number of shares of the Stock purchased, and the total number of full shares and/or
fractional shares of the Stock allocated to the account (on at least a monthly basis) pursuant to rules established by the Committee. Should there be no activity in the account, then a statement will
be supplied periodically, however, at least on an annual basis. 


        The
rights, privileges and duties of each Participant and the Administrator shall be consistent with the ordinary broker-client relationship, and a Participant may sell all or any whole
shares of the Stock held for his account by so instructing the Administrator in writing. In the event of any such sale of the Stock, normal commissions and other charges shall be paid by the
Participant to the Administrator. All
commissions involved in the purchase of the Stock from funds supplied by the Participant through payroll deductions or by the Company through its contributions pursuant to the Plan, together with the
Administrator's reasonable service fee for bookkeeping and mailing expenses, shall be paid by the Company. The Administrator may allow Participants to purchase shares of the Stock with voluntary
contributions to their accounts maintained under the Plan, but the Participant shall pay any fees or commissions with respect to shares of the Stock purchased with funds other than payroll deductions
or Company contributions pursuant to the Plan. 


        The
Administrator may be removed from its appointment at any time in the sole discretion of the Board upon written notice to the Administrator and the Administrator may resign at any
time upon advance written notice to the Company and the Participants. The Administrator shall have no material relationship to the Company, its affiliates or, to the knowledge of the Company, any
eligible employees. In the event that the Administrator shall cease to administer the Plan, the Board may appoint any other member firm of the New York Stock Exchange to administer the Plan. 


        9.    THE COMMITTEE.    The Board may delegate its authority hereunder to the Company's Compensation Committee (the
"Committee"). In such case, any reference in the Plan to the Board may be deemed to include the Committee. The Committee shall have the authority to interpret the Plan, to adopt, amend and rescind
such rules and regulations as, in its opinion, are necessary for the administration of the Plan, to designate Affiliates whose employees may participate in the Plan and to make such other
determinations deemed necessary or advisable for the administration of the Plan, including by way of illustration the adoption of sub-plans applicable to Designated Affiliates or
locations. All decisions, determinations and interpretations of the Committee relating to the Plan shall 


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be
final and conclusive on the Company or its Affiliates, the Administrator and all Participants under the Plan. 



        The
Committee may employ such accountants, legal counsel, consultants and agents as it may deem desirable for the administration of the Plan and may rely upon any opinion received from
any counsel or consultant and any computation received from any consultant or agent. Expenses incurred by the Committee in the engagement of such counsel, consultants or agents shall be paid by the
Company. No member or former member of the Committee shall be liable for any action or determination made in good faith with respect to the Plan. 


        10.    VOTING RIGHTS.    All rights as a shareholder of the Company shall vest in a Participant upon the date when
shares of the Stock are credited to his account. The Administrator shall deliver to each Participant as promptly as reasonably practicable, by mail or otherwise, all notices of meetings, proxy
statements and other material distributed by the Company to holders of the Stock provided that the Participant has one or more whole shares allocated to his account. There shall be no charge to the
Participants for the Administrator's delivery of notices, proxies or other such material. 


        The
Administrator shall exercise proxy instructions received from the Participants on an aggregate basis, so as to preserve as much as possible the voting rights of those Participants
holding fractional interests in shares of the Stock. The Administrator shall vote all of the Stock held by its hereunder in accordance with the rules of the New York Stock Exchange. 



        11.    DISCONTINUANCE OF CONTRIBUTIONS.    The contributions by a Participant and the Company on such Participant's
behalf hereunder shall be permanently discontinued on the first to occur of such Participant's retirement, total and permanent disability, death, or employment termination or the termination of his
interest in the Plan for any reason. Such contributions shall be suspended during any leave of absence from employment with the Company by the Participant, and during any period in which the
Participant does not qualify as an eligible employee of the Company. 



        12.    WITHDRAWAL OF STOCK.    A Participant may not more than once a quarter withdraw from his account any number of
whole shares of the Stock then credited to such account, by filing with the Administrator written notice in such form as the Administrator shall have prescribed therefor. The Participant shall bear
reasonable fees and expenses charged by the Administrator for such withdrawals, including federal or state transfer taxes, if any. 


        A
partial withdrawal of the Stock from a Participant's account shall have no effect on the Participant's payroll deductions and shall not cause a termination of his interest in the Plan.
A complete withdrawal of a Participant's shares of the Stock from the Plan shall terminate the Participant's interest in the Plan. The Administrator shall promptly notify the Company of any complete
withdrawal by any Participant. All federal or state transfer taxes, if any, which may be due upon the first partial withdrawal of the Stock by a Participant in any calendar year or any complete
withdrawal from the Plan shall be paid by the Participant, subject to the provisions of Section 14 hereof. 


        13.    FORMS.    Appropriate forms for authorizing payroll deductions, increasing or decreasing the same, terminating
the same, and other forms reasonably required for the purposes of the Plan shall be supplied by the Administrator and the Company and designated for use hereunder from time to time. 


        14.    TERMINATION OF PARTICIPANT'S INTEREST IN PLAN.    If a Participant shall die, retire, be totally and
permanently disabled, or cease to be continuously employed by the Company, such Participant's interest in the Plan shall thereupon automatically terminate. The Company shall promptly notify the
Administrator of any such termination. 


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        A
Participant may also terminate his interest in the Plan at any time upon advance written notice to the Company or the Administrator. The Company or the Administrator shall promptly
notify the other of the receipt of any such notice. 


        Until
the Administrator shall have received written instructions from the Participant or his estate, certificates for the Stock held by the Administrator for the account of any
Participant whose interest in the Plan has terminated shall continue to be held by the Administrator in accordance herewith, and the Administrator shall continue to reinvest dividends and other
proceeds pursuant to Section 17 hereunder. Upon the receipt of appropriate written instructions from the Participant or his estate, the Administrator shall cause any whole shares of the Stock
credited to the account of the Participant to be transferred in accordance with such instructions and shall cause certificates representing such shares to be mailed in accordance with the
instructions. Any fractional interest in a share held will be sold by the Administrator at the currently prevailing market price and a check for the proceeds will also be mailed in accordance with the
instructions of the Participant or his estate. In the event appropriate instructions are not received by the Administrator from a Participant within a reasonable period after the termination of the
Participant's interest in the Plan, the Administrator shall use its best efforts to contact the Participant regarding the disposal of his shares. 


        All
federal or state transfer taxes, if any, which may be due upon transfer of such shares to the Participant resulting from death, retirement, or disability only shall be paid by the
Company. Such taxes due upon transfers to any person other than the Participant, as well as for other termination of his employment, will not be borne by the Company, and the Administrator may require
the deposit of funds sufficient to cover such taxes in advance of making any such transfer. 


        15.    AMENDMENT AND TERMINATION OF THE PLAN.    The Board may amend or terminate the Plan in any respect from time to
time within its sole discretion. In the event of termination of the Plan, prompt written notice thereof shall be given to each Participant and the Administrator by the Company. The Administrator shall
dispose of shares of the Stock held in the accounts of Participants in accordance with the written instructions of each Participant. In the event appropriate written instructions are not received by
the Administrator from a Participant within a reasonable period after the termination of the Plan, the Administrator shall use its best efforts to contact the Participant regarding the disposal of his
shares. 


        16.    ASSIGNMENT OF INTEREST.    Unless applicable law requires otherwise: 




	(a)
	A
Participant may not assign, transfer or encumber any part of his interest in the Plan, any funds being held in his account, or any shares of the Stock being held for his account
prior to withdrawal of such shares from his account, provided, however, that a Participant may instruct the Administrator to sell any or all whole shares in his account as provided in Section 8
herein.



	(b)
	Neither
the interest of a Participant in the Plan nor the funds or shares of the Stock credited to his account hereunder shall in any way be subject to any legal process or be levied
upon or attached for payment of any claim against a Participant or otherwise availed of by any other person. 





        Any
such attempted assignment, transfer or encumbrance and any such attempted levy, attachment, or other subjugation to legal process shall be void and shall not be recognized by the
Administrator. 


        17.    DIVIDENDS AND OTHER PROCEEDS.    Cash dividends received in respect of shares of the Stock held in the accounts
of Participants shall be credited by the Administrator to such accounts. All such cash shall be reinvested in shares of the Stock as promptly as reasonably practicable following receipt thereof. 


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        The
Company shall pay all regular commissions in connection with the purchases constituting such reinvestment. Stock dividends or split-ups in respect of shares of the Stock
held in the accounts of Participants shall be credited to such accounts. Other securities and rights to subscribe to shares of the Stock received in respect of shares of the Stock held in the accounts
of Participants shall also be credited to such accounts. 


        18.    SECURITIES LAWS.    The Company has filed with the Securities and Exchange Commission, Washington, D.C., a
Registration Statement under the Securities Act of 1933, as amended, with respect to the Plan. The Plan does not contain all of the information set forth in the Registration Statement or the
Prospectus contained therein and any Participant, before making a decision to participate in the Plan, should receive and read carefully such Prospectus. The Plan is also subject to the securities
laws of the states in which Participants reside and may not be available for an employee of the Company under the securities laws of the state in which he resides. The Company shall not be obligated
to continue the registration of the Plan under the Securities Act of 1933 or to make or cause to be made any registration relating to the Plan or the Stock under the securities laws of any state.
Additionally, the Company shall not be obligated to implement or continue the Plan or to permit any employee to become a Participant under the Plan unless the Plan and the shares of the Stock to be
purchased under the Plan are effectively registered or exempt from registration under the Securities Act of 1933 and are registered or qualified under or otherwise in compliance with or exempt from
any other federal or state law or regulation governing the Plan or the offer and sale of the Stock or any securities exchange or other regulation to which the Company, the Plan or the Stock might be
subject. 


        19.    COMMITTEE RULES FOR FOREIGN JURISDICTIONS.    The Committee may adopt rules or procedures relating to the
operation and administration of the Plan to accommodate the specific requirements of local laws and procedures. Without limiting the generality of the foregoing, the Committee is specifically
authorized to adopt rules and procedures regarding handling of payroll
deductions, payment of interest, conversion of local currency, payroll tax, withholding procedures and handling of stock certificates which vary with local requirements. 



        The
Committee may also adopt sub-plans applicable to particular Designated Affiliates or locations. The rules of such sub-plans may take precedence over other
provisions of this Plan, with the exception of Section 6, but unless otherwise superseded by the terms of such sub-plan, the provisions of this Plan shall govern the operation of
such sub-plan. 


        20.    NO ENLARGEMENT OF EMPLOYEE RIGHTS.    Nothing in this Plan shall be deemed to give a Participant the right to
be retained in the employ of the Company or any Affiliate or to interfere with the right of the Company or any Affiliate to discharge any Participant at any time. 



        21.    CONSTRUCTION.    The Committee shall have the power to interpret the Plan in its sole discretion. 


        Throughout
the Plan, the use of the singular number shall be construed to include the plural, the plural the singular, and the use of any gender shall include all genders, whenever
required by the context. 


        22.    EFFECTIVE DATE.    The Plan shall be deemed effective upon its approval by the Board of Directors. 



        23.    GOVERNING LAW.    This Plan, any related agreements (such as enrollment forms), and all determinations made and
actions taken pursuant thereto, shall be governed by the laws of the State of Texas and construed in accordance therewith without giving effect to principles of conflicts of law. 


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QuickLinks



EXHIBIT 4.1


PILGRIM'S PRIDE CORPORATION EMPLOYEE STOCK INVESTMENT PLAN