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                                                                   EXHIBIT 10.42

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as
of the 31st day of December, 2001, by and between Pierre Foods, Inc., a
North Carolina corporation (the "Company"), and Pamela M. Witters, a resident of
the State of North Carolina ("Executive").

                                   WITNESSETH:

         WHEREAS, the Board of Directors of the Company has determined that it
is the best interests of the Company to retain the services of Executive as
Senior Vice President and Chief Financial Officer of the Company; and

         WHEREAS, the By-laws of the Company permit the Company to enter into
contracts for the employment of officers of the Company; and

         WHEREAS, the Company wishes to assure itself of the services of the
Executive for the period provided in this Agreement, and the Executive wishes to
serve in the employ of the Company in the capacity and on the terms and
conditions hereinafter provided.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties agree as follows:

                                    ARTICLE I
                              EMPLOYMENT AND DUTIES

         Section 1.1 Employment. The Company hereby employs Executive, and
Executive accepts employment with the Company as an employee of the Company,
upon the terms and subject to the conditions hereinafter set forth.

         Section 1.2 Duties. Executive shall serve as Senior Vice President and
Chief Financial Officer of the Company and serve in the corporate positions of
Secretary and Treasurer and shall (a) be responsible for all financial
activities of the Company, (b) direct and prepare financial analysis of
operations, budgets, and financial forecasts for guidance of management, (c)
direct and coordinate the Company's financial affairs according to financial
principles and government regulations, (d) prepare Company financial reports,
and report recommendations to management and the Board in regard to policies and
programs. Executive will report directly to the President and Chief Executive
Officer of the Company and to the Board of Directors of the Company (the
"Board"). Executive agrees to devote her best efforts to the performance of her
duties for the Company, and shall perform such duties in a diligent,
trustworthy, and business-like manner, all for the purpose of advancing the
business of the Company. Executive acknowledges that the executive offices of
the Company are located in Hickory, North Carolina and the principal operations
offices are located in Cincinnati, Ohio. Executive acknowledges that the nature
of her duties will require her to spend considerable time


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away from her executive office in the principal operations office and in any
other plant facility which the Company may operate.

                                   ARTICLE II
                               TERMS OF EMPLOYMENT

         Section 2.1 Term. Except as otherwise provided in Section 2.2, the term
of this Agreement shall be for three (3) years (the "Initial Term"), beginning
on the date hereof, and shall be automatically renewed thereafter for successive
one (1) year terms (each a "Renewal Term") unless either party gives to the
other written notice of termination no fewer than ninety (90) days prior to the
expiration of the Initial Term, or any Renewal Term, that it does not wish to
extend this Agreement for a successive one-year term. The Initial Term and any
Renewal Term, if any, shall be referred to herein as "the term".

         Section 2.2 Termination. This Agreement, and the employment of
Executive hereunder, shall terminate prior to the expiration of the term hereof
in the following manner:

         a. Death or Disability. Immediately upon the death of Executive during
the term of her employment hereunder or, at the option of the Company, in the
event of Executive's disability, upon thirty (30) days' notice to Executive. The
Executive will be considered "disabled" if, as a result of incapacity due to
physical or mental illness injury, Executive shall be unable to perform the
material duties of her position on a full time basis for a period of two (2)
consecutive months or if the Executive shall become eligible to currently
receive disability payments under the disability policy referenced in Section
3.2 e hereunder.

         b. For Cause. For "Cause" upon ten (10) days written notice by the
Company to the Executive after compliance in full by the Company with paragraph
3 of this subsection b below. For purposes of this Agreement:

                  1. A termination will be for "Cause" if: (i) Executive
willfully and continuously fails to perform her duties with the Company (other
than any such failure resulting from incapacity due to physical or mental
illness), after a demand for substantial performance has been delivered to
Executive by the Board of Directors which specifically identifies the manner in
which the Board believes that Executive has not substantially performed her
duties, (ii) Executive willfully engages in gross misconduct materially and
demonstrably injurious to the Company or (iii) Executive is convicted of a
felony.

                  2. For purposes of this subsection b, no act, or failure to
act, on the Executive's part shall be considered "willful" unless unilaterally
done by her not in good faith and without reasonable belief that her action or
omission was not in the best interest of the Company.

                  3. Notwithstanding the foregoing, the Executive shall not be
deemed to


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have been terminated for Cause unless and until there shall have been delivered
to her a copy of a resolution duly adopted by the affirmative vote of not less
than a majority of the entire authorized membership of the Board of Directors at
a meeting of the Board called and held for the purpose , finding that in the
good faith opinion of the Board the Executive was guilty of conduct set forth
above in clauses (i) or (ii) or (iii) of paragraph 1 above and specifying the
particulars thereof in detail.

         c. Without Cause. At any time after commencement of employment, Company
may, without cause, terminate the Executive's employment, effective thirty (30)
days after written notice is provided to the Executive.

         d. Resignation for Good Reason. Immediately by the Executive upon
thirty (30) days written notice to the Company of the resignation of the
Executive for Good Reason (as defined below). For purposes of this Agreement,
the term "Good Reason" shall mean:

                  1. Without her express written consent, the assignment to the
Executive of any duties inconsistent with her positions, duties,
responsibilities and status with the Company as described in Section 1.2 hereof,
or a material change in her reporting responsibilities, titles or offices, or
any removal of the Executive from or any failure to re-elect the Executive to
any of such positions, except in connection with the termination of her
employment for Cause or as a result of her death or disability or by the
Executive other than for Good Reason;

                  2. Any purported termination of the Executive's employment by
the Company which is not effected pursuant to the provisions of this Section
2.2; or

                  3. The relocation of the executive offices of the Company from
Hickory, North Carolina without the express written consent of the Executive.

         e. Change of Control. Immediately upon a Change of Control. As used
herein, the term "Change of Control" shall mean the occurrence of any of the
following:

                  (i) In the event that any "person" (as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, the "Act"),
other than one or more of James C. Richardson, Jr., David R. Clark and James C.
Templeton, or persons controlled by one or more of them, is or becomes the
"beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Act), directly
or indirectly, of more than 50% of the total voting power of the voting stock of
the Company or

                  (ii) In the event the Company merges with or into another
entity or sells, assigns, conveys, transfers, or otherwise disposes of all or
substantially all of its assets to any transferee and immediately after such
transaction one or more of James C. Richardson, Jr., David R. Clark and James C.
Templeton, or persons controlled by one or more of them, is not the "beneficial
owner" (as defined in Rules 13d-3 and 13d-5 under the Act), directly or
indirectly, or more than 50% of the voting stock or equity interests of the
surviving entity or transferee.


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         Section 2.3 Occurrences Upon Termination. Upon termination of this
Agreement, Executive shall be entitled to the following:

         a. Cessation of Salary and Benefits. The Company's obligation to
provide Executive all compensation and benefits as provided herein shall
discontinue at the termination date of this Agreement except as otherwise
required herein or by law.

         b. Payment of Bonus. Executive, or her estate if deceased, shall be
entitled to any bonus payable for any bonus earned or declared to which
Executive was entitled but not yet paid.

         c. Surrender of Company Property. Promptly upon termination of
Executive's employment by the Company for any reason or no reason, Executive or
Executive's personal representative shall return to the Company (a) all
Confidential Information (hereinafter defined); (b) all other records, designs,
patents, business plans, financial statements, manuals, memoranda, lists,
correspondence, reports, records, charts, advertising materials, and other data
or property delivered to or compiled by Executive by or on behalf of the Company
that pertain to the business of the Company, whether in paper, electronic, or
other form; and (c) all keys, credit cards, vehicles, and other property of the
Company. Executive shall not retain or cause to be retained any copies of the
foregoing. Executive hereby agrees that all of the foregoing shall be and remain
the property of the Company and be subject at all times to its discretion and
control.

         d. Benefits. With respect to any incentive plans, deferred compensation
arrangements or other plans or programs in which the Executive is participating
at the time of termination of her employment, the Executive's rights and
benefits under each such plan shall be determined in accordance with the terms,
conditions, and limitations of the plan and any separate agreement executed by
the Executive which may then be in effect.

         e. Termination Without Cause; Death/Disability; Resignation for Good
Reason. During the Initial Term, or any Renewal Term, of this Agreement, if the
Executive's employment is terminated by the Company without Cause or the
Executive voluntarily terminates her employment with the Company for Good
Reason, or Executive's employment is terminated by reason of death or
disability, then the Company shall immediately pay to the Executive or her
estate a lump sum severance payment equal to the total sum of the Executive's
then current base salary as provided in Section 3 as would be due in the
aggregate (absent the termination) for the remainder of the entire Initial Term,
or Renewal Term, as the case may be, of this Agreement, not to be less than
three (3) months of the Executive's then current base salary.

         Provided, however, in the event the Executive's employment is
terminated during the Initial Term or any Renewal Term by reason of death or
disability, the Company shall be entitled to an offset against any lump sum
payment obligation due under this subsection e as a result of said death or
disability an amount equal to (i) any death


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proceeds payable to the Executive's estate or her designated beneficiary arising
from any Company group plan insurance policy insuring the life of the Executive
carried by the Company, or (ii) in the event of termination by reason of
disability during the Initial Term, by the aggregate disability benefits which
the Executive would be eligible to receive during the remainder of the Initial
Term under a disability insurance policy on the Executive carried by the
Company, or if during any Renewal Term, by an amount equal to the first three
months of disability payments to which the Executive is eligible to receive
under a disability policy on the Executive carried by the Company.

         In addition, the Company shall maintain in full force and effect for
the continued benefit of the Executive, for the remaining term of this
Agreement, all employee benefit plans and programs or arrangements in which the
Executive was entitled to participate immediately prior to the date of
termination, provided that her continued participation is possible under the
general terms and provisions of such plans and programs. In the event that the
Executive's participation in any such plan or program is barred, the Company
shall arrange to provide the Executive with benefits substantially similar to
those to which she is entitled to receive under such plans and programs. The
Company represents that it will cause to be set aside all necessary funds to
satisfy its obligations hereunder.

         f. Change of Control. If a Change in Control shall occur before the
expiration of this Agreement, then the Company shall pay to Executive, in lump
sum by bank check or other good funds, within twenty (20) days thereafter (a)
three (3) times the amount of the base salary paid or payable by the Company to
the Executive for services rendered to the Company during the most recent
complete fiscal year of the Company, regardless of when such salary may have
been paid or payable, plus (b) three (3) times the amount of the aggregate cash
bonus paid or payable by the Company to the Executive for services rendered to
the Company during the most recent complete fiscal year of the Company,
regardless of when such bonus, may have been paid or payable.

                                   ARTICLE III
                            COMPENSATION AND BENEFITS

         Section 3.1 Compensation. As compensation for services rendered to the
Company hereunder during the term of this Agreement, the Company will compensate
Executive as follows:

         a. Base Salary. Commencing on the date hereof, the Company shall pay
the Executive an annual base salary of Two Hundred and Ten Thousand and
No/Dollars ($210,000.00), pro rated for periods of less than 12 months, or as
increased from time to time by the Board of Directors of the Company. Such base
salary shall be paid in bi-weekly installments in accordance with the payroll
schedule followed by the Company (less applicable withholding and other
deductions). Base salary shall be reviewed and adjusted by the Company at least
annually. Notwithstanding the foregoing sentence, Executive's base salary shall
be increased annually to at least equal the CPI increase for the prior twelve
months. The Company may not reduce the Executive's base salary at any time
during the term of this Agreement.


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         b. Bonus. In addition to any other compensation or consideration
payable to the Executive hereunder, the Executive shall be entitled to receive
such bonuses as may be approved by the Executive Compensation Committee and
ratified by the Board based on such meritorious performance or such other
criteria measuring the performance of the Executive as may be determined from
time to time.

         Section 3.2 Benefits. In addition to, and not in lieu of, base salary,
bonus or other compensation payable to the Executive, the Executive shall be
entitled to the following benefits:

         a. Employee Benefits. The Executive shall be entitled to participate in
the employee benefit programs generally available to employees of the Company.

         b. Vacations. Executive shall be entitled to compensated vacation each
year in accordance and consistent with Company policy. Upon termination of
employment, any unused vacation time shall expire without compensation.

         c. Holidays. The Executive shall be entitled to such holidays as the
Company may approve for all employees of the Company.

         d. Sick Leave. The Executive shall be entitled to paid sick leave each
year because of sickness or accident in accordance and consistent with Company
policy. Upon termination of employment, any unused sick leave shall expire
without compensation.

         e. Disability Insurance. The Company shall during the term carry and
maintain a disability insurance policy for the benefit of the Executive
providing disability coverage under its current disability plan, as may be
changed or modified from time to time.

         f. Life Insurance. The Company shall maintain during the term a life
insurance policy insuring the Executive and payable to the Executive's estate or
her designated beneficiary in accordance with the Company's group life plan, as
may be changed or modified from time to time.

         g. Reimbursement of Expenses. The Company shall reimburse the Executive
for all reasonable out-of-pocket expenses incurred by the Executive in the
course of her duties, in accordance with normal Company policies.

         h. Automobile Allowance. The Executive shall be provided by the Company
with an automobile for her use, and the associated expenses of maintenance,
repairs and fuel.


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                                   ARTICLE IV
                      CONFIDENTIAL INFORMATION/NON-COMPETE
                               COVENANT/INVENTIONS

         Section 4.1 Covenant Not To Disclose Confidential Information. During
Executive's position with the Company and during the term of this Agreement,
Executive has and will become acquainted with confidential and proprietary
information of the Company, in whatever form, whether oral, written, or
electronic including, but not limited to, manner of operation, manufacturing
processes and know-how, plant design, customer names and representatives,
customer files, customer lists, customer specifications and requirements,
product recipes, product pricing, special customer matters, sales methods and
techniques, merchandising concepts and plans, business plans, sources of supply
and vendors, terms and conditions of business relationships with vendors, agents
and brokers, promotional materials and information, financial matters, mergers,
acquisitions, personnel matters and confidential processes, designs, formulas,
ideas, plans, devices and materials and other similar matters that are kept
confidential (any and all such information being referred to herein as
"Confidential Information"). The parties agree that the use of Confidential
Information against the Company would seriously damage business of the Company.
Accordingly, Executive agrees that she (individually or in concert with others)
during or after the term of this Agreement:

         a. Shall not, directly or indirectly, use any Confidential Information
for any purpose other than to benefit the Company except with the prior, express
and written consent of the Company or as required by law;

         b. Shall not, directly or indirectly, divulge, publish or otherwise
reveal or allow to be revealed any Confidential Information as to any individual
or entity except with the prior, express and written consent of the Company or
as required by law;

         c. Shall refrain from any action or conduct that might reasonably or
foreseeably be expected to compromise the confidentiality or proprietary nature
of any Confidential Information; and

         d. Shall have no rights to apply for, or to obtain any patent,
copyright or other form of intellectual property protection regarding, any
Confidential Information.

         This restriction shall not apply to any Confidential Information that
(i) becomes known generally to the public through no fault of the Executive;
(ii) is required by applicable law, legal process, or any order or mandate of a
court or other governmental authority to be disclosed; or (iii) is reasonably
believed by Executive, based upon the advice of legal counsel, to be required to
be disclosed in defense of a lawsuit or other legal or administrative action
brought against Executive; provided, that in the case of clauses (ii) or (iii),
Executive shall give the Company reasonable advance written notice of the
Confidential Information intended to be disclosed and the reasons and
circumstances surrounding such disclosure, in order to permit the Company to
seek a


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protective order or other appropriate request for confidential treatment of the
applicable Confidential Information.

         Section 4.2 Covenant Not To Compete.

         a. Covenant. Executive hereby stipulates, covenants and agrees that,
during the Restrictive Period (as defined below), she, individually or in
concert with others, shall not, directly or indirectly, other than on behalf of
the Company, without the Company's prior, express and written consent:

                  1. Engage in Competition (as defined below) in the Territory
(as defined below) with the Company or any of their respective successors or
assigns; or

                  2. Employ or solicit the employment of any individual who is
at the time or was at any time during the twelve complete calendar months
immediately preceding, an employee of the Company.

         b. Certain Definitions. As used in this Section, the following terms
shall have the following meanings:

                  1. "Business" shall mean the processing and distribution of
fully-cooked branded and private label protein and bakery products and
microwaveable sandwiches.

                  2. "Competition" shall mean:

                           (i) Engaging in the Business from an office located
in the Territory with a Contact Person;

                           (ii) Assisting any individual or entity who or which
has a principal office located in the Territory, whether in a financial,
managerial, employment, advisory or other material capacity, to engage in the
Business with a Contact Person; or

                           (iii) Owning any interest in, or organizing an entity
which has a principal office located within the Territory that engages in the
Business with a Contact Person; provided, however, that nothing herein shall
preclude Executive, directly or indirectly, from holding not more than one
percent of the outstanding shares of common stock of any company whose shares of
common stock are listed on a national securities exchange or authorized for
quotation by NASDAQ.

                  3.  "Contact Person" shall be (i) any customer, vendor,
supplier, agent, distributor or broker having a principal manufacturing plant or
principal office located within the Territory with which or with whom the
Executive has had contact on behalf of the Company at any time during the
eighteen (18) month period preceding the Termination Date, or (ii) any customer,
agent, distributor or broker having a principal manufacturing plant or principal
office located in the Territory doing business with the Company within the
eighteen (18) months preceding the Termination Date who or which


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made or brokered purchases of product from the Company or made or brokered
product on behalf of the Company which purchases or sales were in excess of 3%
of the revenues of the Company during such period.

                  4. "Restrictive Period" shall mean the two-year period
beginning on the Termination Date.

                  5. "Territory" shall mean all fifty states in the United
States and all provinces of Canada. Executive acknowledges that the Company
conducts significant sales of its product in all of the aforementioned
Territory.

                  6. "Termination Date" shall mean the date upon which the
employment of the Executive was terminated by resignation or other voluntary
action, or involuntarily by the Company, whether with or without cause.

         Section 4.3 Inventions. Executive shall disclose promptly to the
Company any and all significant conceptions and ideas for inventions,
improvements, and valuable discoveries, whether patentable or not, that are
conceived or made by Executive, solely or jointly with another, during the
period of employment or within one year thereafter, and that are directly
related to the business or activities of the Company and that Executive
conceives as a result of her employment by the Company, regardless of whether or
not such ideas, inventions, or improvements qualify as "works for hire".
Executive hereby assigns and agrees to assign all her interests therein to the
Company or its nominee. Whenever requested to do so by the Company, Executive
shall execute any and all applications, assignments, or other instruments that
the Company shall deem necessary to apply for and obtain patent registrations in
the United States or any foreign country or to otherwise protect the Company's
interest therein.

         Section 4.4 Enforcement and Remedies.

         a. Executive further covenants, agrees, and recognizes that because the
breach or threatened breach of the covenants, or any of them, contained in
Section 4.1 or 4.2 or 4.3 will result in immediate and irreparable injury to the
Company, the Company shall be entitled to a preliminary and permanent injunction
restraining Executive from any violation of Section 4.1 or 4.2 or 4.3 to the
fullest extent allowed by law, in addition to any other rights available at law,
in equity or otherwise.

         b. Executive further covenants, agrees and recognizes that in the event
of a violation of any of the covenants and agreements contained in Sections 4.1
and 4.2 and 4.3 hereof, the Company, shall be entitled to an accounting of all
profits, compensation, commissions, remunerations or benefits which Executive
directly or indirectly has realized as a result of, growing out of or in
connection with any such violation and shall be entitled to receive all such
other amounts to which Executive would be entitled as damages under law or at
equity.

         Section 4.5 Acknowledgement of Adequate Consideration. The parties
stipulate


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and agree that the payment and other benefits owed to Executive by the Company
under this Agreement and the performance of the Company's obligations hereunder
constitute sufficient consideration to support enforcement of the covenants of
this Agreement.

         Section 4.6 Acknowledgement of Reasonableness. Executive has carefully
read and considered the provisions of this Agreement in consultation with
attorneys of her choice and agrees that the restrictions set forth herein are
fair and reasonably required for the protection of the Company and are legally
binding and enforceable and the enforcement thereof will not impair Executive's
ability to earn a livelihood. In the event that any provisions relating to any
of the Restrictive Period, the Territory or the Contact Persons shall be
declared by a court of competent jurisdiction to exceed the maximum time period
or maximum geographical area or other restraint such court deems reasonable and
enforceable under applicable law, the time period or area of restriction or
other restraint considered reasonable and enforceable by the court shall
thereafter be the applicable Restrictive Period, Territory, or the Contact
Persons under this Agreement.

                                    ARTICLE V
                            MISCELLANEOUS PROVISIONS

         Section 5.1 Waiver of Breach or Violation. The waiver by either party
of a breach or violation of any provision of this Agreement shall not operate as
or be construed to be a waiver of any subsequent breach of any provision of this
Agreement.

         Section 5.2 Notices. All notices required or permitted to be given
under this Agreement will be sufficient if furnished in writing, sent by
registered mail to the last known residence of the Executive.

         Section 5.3 Indemnification. In the event Executive is made a party to
any threatened or pending action, suit, or proceeding, whether civil, criminal,
administrative or legislative (other than an action by the Company against
Executive, and excluding any action by Executive against the Company), by reason
of the fact that she is or was performing services under this Agreement or as an
officer or director of the Company, then, to the fullest extent permitted by
applicable law, the Company shall indemnify the Executive against all expenses
(including reasonable attorney's fees), judgments, fines, and amounts paid in
settlement, as actually and reasonably incurred by Executive in connection
therewith. Such indemnification shall continue as to Executive even if she has
ceased to be an employee, officer, or director of the Company and shall inure to
the benefit of her heirs and estate. The Company shall advance to Executive all
reasonable costs and expenses directly related to the defense of such actions,
suit, or proceeding within 20 days after written request therefore by Executive
to the Company. In the event that both Executive and the Company are made party
to the same third-party action, complaint, suit, or proceeding, the Company will
engage competent legal representation, and Executive agrees to use the same
representation; provided, that if counsel selected by the Company shall have a
conflict of interest that prevents counsel from representing Executive,
Executive may engage separate counsel and the Company shall pay all reasonable
attorney's fees of such separate counsel. The provisions of this Section are in


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addition to, and not in derogation of, the indemnification provisions of the
Company's By-laws. The foregoing indemnification also shall be applicable to
Executive in her capacity as an officer, director, or representative of any
subsidiary of the Company or any entity controlled by or affiliated with the
Company.

         Section 5.4 Confidentiality; Covenant Not To Disparage. Each party
covenants and agrees with the other not to disclose the existence or terms of
this Agreement to any person at any time for any purpose, except that (a) either
party may make such disclosures confidentially to the party's lawyers and
accountants in connection with the rendition of their professional services or
as otherwise required by law and (b) the Company may make such disclosures as it
deems to be required by applicable securities laws. Each party covenants and
agrees with the other not to disparage the reputation of the other.

         Section 5.5 Governing Law and Arbitration. This Agreement shall be
interpreted, construed, and governed according to the laws of the State of North
Carolina. Any disputes or claims, excepting matters warranting injunctive relief
under Article IV arising under this Agreement shall be settled between the
parties by an arbitration proceeding to be conducted by an arbitration panel
mutually acceptable to Company and Executive in accordance with Article 45A of
the North Carolina General Statutes. Such proceeding will be conducted pursuant
to the rules of procedure of the American Arbitration Association then in effect
and the results of the arbitration shall be binding on the parties in complete
settlement of the disputes or claims at issue. The direct expense of any
arbitration proceeding shall be borne by the Company. Each party shall bear its
own counsel fees; provided, the panel as part of the award may in its discretion
award attorney fees to the prevailing party. The arbitration shall be held in
Hickory, North Carolina.

         Section 5.6 Headings. The paragraph and section headings contained in
this agreement are for convenience only and shall in no manner be construed as a
part of this Agreement.

         Section 5.7 Legal Construction. In case any one or more of the
provisions contained in this Agreement shall for any reason be held to be
invalid, illegal, or unenforceable in any respect, such invalidity, illegality,
or unenforceability shall not affect any other provision, and this Agreement
shall be construed as if such invalid, illegal, or unenforceable provision had
never been included in the Agreement.

         Section 5.8 Prior Agreements Superseded. This Agreement constitutes the
sole Agreement of the parties with respect to employment of the Executive and
supersedes any prior understandings or written or oral arrangements between the
parties respecting the subject hereunder.

         Section 5.9 Assignment. The Executive may not assign her rights or
delegate her duties or obligations hereunder without the written consent of the
Company.


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<PAGE>


         Section 5.10 Enforcement. In the event either party resorts to legal
action to enforce the terms and provisions of the Arbitration award, the
prevailing party shall be entitled to recover the costs of such action so
incurred, including, without limitation, reasonable attorney's fees.

         Section 5.11 Gender and Number. Whenever the context hereof requires,
the gender of all words shall include the masculine, feminine, and neuter and
the number of all words shall include the singular and plural.

         Section 5.12 Amendments and Agreement Execution. This Agreement may be
modified or amended only in writing, signed by the Executive and the Company.

         Section 5.13 Counterparts. This Agreement (and any written amendment
thereto) may be executed in one or more counterparts, each of which shall be
deemed to be an original but all of which together will constitute one and the
same instrument.

         Section 5.14 Executive's Heirs. This Agreement shall inure to the
benefit of and be enforceable by the Executive's personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. Notwithstanding any other provision herein to the
contrary, if the Executive should die while any amounts would still be payable
to her hereunder if she had continued to live, all such amounts shall be paid in
accordance with the terms of this Agreement to her designee or, if there be no
such designee, to her estate.

          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.


         EXECUTIVE:                         COMPANY:

                                            Pierre Foods, Inc.

         /s/ Pamela M. Witters              By: /s/ David R. Clark
         -------------------------------        --------------------------------
         Pamela M. Witters                      David R. Clark, Vice Chairman






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