----

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| x | ANNUAL REPORT PURSUANT TO SECTION      13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF  1934 |
|---|--------------------------------------------------------------------------------------------|

|  ̈ | TRANSITION REPORT PURSUANT TO      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF      1934 |
|--------|----------------------------------------------------------------------------------------------------|
|   |                                                                                               | For the transition period      from |   | to |   |   |

| Delaware                                                                                      | 75-1285071                                |
|-----------------------------------------------------------------------------------------------|-------------------------------------------|
| (State or other jurisdiction      of                                                          | (I.R.S. Employer Identification      No.) |
| incorporation or      organization)                                                           |                                      |
|                                                                                          |                                      |
| 4845 US Hwy 271      North                                                                    |                                      |
| Pittsburg,      Texas                                                                         | 75686-0093                                |
| (Address of principal executive      offices)                                                 | (Zip  code)                               |
|                                                                                          |                                      |
| Registrant’s telephone number,      including area code:  (903)      434-1000 |
|                                                                                          |                                      |

| Securities registered pursuant to      Section 12(b) of the Act:  None                               |
|----------------------------------------------------------------------------------------------------------------|
|                                                                                                           |
| Securities registered pursuant to      Section 12(g) of the Act:  Common Stock, Par Value      $0.01 |

----

----

----

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----

| PART      III                                                                                                                |   |
|------------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                                         |   |
| ITEM      10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE      GOVERNANCE                                         | 1      |
| ITEM      11.  EXECUTIVE COMPENSATION                                                                              | 3      |
| ITEM      12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND      MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 16     |
| ITEM      13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND      DIRECTOR INDEPENDENCE                      | 18     |
| ITEM      14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                              | 19     |
|                                                                                                                         |   |
| PART      IV                                                                                                                 |   |
| ITEM      15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES                                                          | 20     |
| SIGNATURE                                                                                                                    | 27     |

----

----

----

|   | Compensation Committee                                                                                                             |
|--------|------------------------------------------------------------------------------------------------------------------------------------|
|   | Lonnie      “Bo” PilgrimLonnie      Ken PilgrimVance      C. Miller, Sr.James      G. Vetter, Jr.Blake      D. Lovette |
|   |     Compensation      Subcommittee                                                                                  |
|   | Charles      L. BlackVance      C. Miller, Sr.                                                                                     |

----

----

----

----

----

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| ·   | for      a lump sum severance payment thatincludes |
|--------------------|----------------------------------------------------|

| o   | the      Executive's target annual bonus for the fiscal year in which the      termination occurs, prorated through the date of termination,      and |
|---------------|-------------------------------------------------------------------------------------------------------------------------------------------------------|

----

| o   | an      amount based on the sum of the Executive's annual base salary and target      annual bonus multiplied by 3.0 in the case of Mr. Pilgrim and 2.5 in the      case of Mr. Cogdill; |
|---------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | that      the Executives may be entitled to receive a tax gross-up payment to      compensate them for specified excise taxes, if any, imposed on the      severance payment; and |
|--------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | that      any stock options and other equity awards held by the Executives will      become fully vested andexercisable. |
|--------------------|--------------------------------------------------------------------------------------------------------------------------|

----

| Name      and Principal Position                                       | Fiscal      Year   | Salary($) (1)   | Bonus($)   | Non-EquityIncentive      PlanCompensation($)   |  Nonqualified      Deferred Compensation Earnings($)   | All      Other Compensation($) (2)   | Total($)   |
|----------------------------------------------------------------------------------|------------------------------|---------------------------|----------------------|----------------------------------------------------------|-----------------------------------------------------------------------|------------------------------------------------|----------------------|
| Lonnie      “Bo” PilgrimSenior Chairman of      theBoard             | 2008                         | 1,498,398                 | -0-                  | -0-                                                      | -0-                                                                   | 570,399                                        | 2,068,797            |
| 2007                                                                             | 1,415,899                    | 390,118                   | 484,052              | -0-                                                      | 926,474                                                               | 3,216,543                                      |
|                                                                             |                         |                      |                 |                                                     |                                                                  |                                           |
|                                                                             |                         |                      |                 |                                                     |                                                                  |                                           |
| Lonnie      Ken Pilgrim                                                          | 2008                         | 496,326                   | -0-                  | -0-                                                      | 278                                                                   | 47,473                                         | 544,077              |
| Chairman of the      Board                                                       | 2007                         | 308,827                   | 85,090               | 105,578                                                  | 473                                                                   | 88,919                                         | 588,887              |
|                                                                             |                         |                      |                 |                                                     |                                                                  |                                           |                 |
| J.      Clinton Rivers(3) Former President andChief      Executive Officer  | 2008                         | 907,491                   | -0-                  | -0-                                                      | (135,857)                                                             | 26,505                                         | 798,139              |
| 2007                                                                             | 669,125                      | 184,362                   | 228,753              | 78,569                                                   | 4,842                                                                 | 1,165,651                                      |
|                                                                             |                         |                      |                 |                                                     |                                                                  |                                           |
|                                                                             |                         |                      |                 |                                                     |                                                                  |                                           |
|                                                                             |                         |                      |                 |                                                     |                                                                  |                                           |                 |
| Richard      A. CogdillChief Financial      Officer,Secretary and      Treasurer | 2008                         | 797,491                   | -0-                  | -0-                                                      | (156,358)                                                             | 35,763                                         | 676,896              |
| 2007                                                                             | 669,125                      | 184,362                   | 228,753              | 100,130                                                  | 18,687                                                                | 1,201,057                                      |
|                                                                             |                         |                      |                 |                                                     |                                                                  |                                           |
|                                                                             |                         |                      |                 |                                                     |                                                                  |                                           |
|                                                                             |                         |                      |                 |                                                     |                                                                  |                                           |                 |
| Robert      A. Wright(4) Former Chief      OperatingOfficer                 | 2008                         | 547,776                   | -0-                  | -0-                                                      | (342,967)                                                             | 25,050                                         | 229,859              |
|                                                                             |                         |                      |                 |                                                     |                                                                  |                                           |                 |
| Clifford      E. Butler(5)                                                  | 2008                         | 137,183                   | -0-                  | -0-                                                      | 391                                                                   | 5,692                                          | 143,266              |
| Former Vice      Chairman                                                        | 2007                         | 434,725                   | 49,779               | 148,619                                                  | 917                                                                   | 17,388                                         | 721,428              |
| of the Board                                                                     |                         |                      |                 |                                                     |                                                                  |                                           |                 |
|                                                                             |                         |                      |                 |                                                     |                                                                  |                                           |                 |
| O.B.      Goolsby, Jr.      (6)                                             | 2008                         | 309,144                   | -0-                  | -0-                                                      | (1,345)                                                               | 23,233                                         | 331,032              |
| Former President      and                                                        | 2007                         | 875,010                   | 241,088              | 299,139                                                  | 123,186                                                               | 48,508                                         | 1,586,931            |
| Chief Executive      Officer                                                     |                         |                      |                 |                                                     |                                                                  |                                           |                 |
| (Deceased)                                                                       |                         |                      |                 |                                                     |                                                                  |                                           |                 |

| (1) | The      amounts disclosed in the “Salary” column include amounts deferred under      the Deferred Compensation Plan as disclosed in the Nonqualified Deferred      Compensation Table. |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

| 2) |   | The      “All Other Compensation” column includes the following items of      compensation: |
|----|--------|---------------------------------------------------------------------------------------------------------|

|   | a.   | Personal      use of corporate aircraft by the named individual:  Lonnie “Bo”      Pilgrim, $84,899, Lonnie Ken Pilgrim, $43,475 and Clifford E. Butler      $1,394.  During fiscal 2008, we owned and operated airplanes to      facilitate business travel of certain of our employees in as safe a manner      as possible with the best use of their time.  Certain of the      named executive officers use the corporate aircraft for business travel      and on a limited basis for personal travel. The value of personal aircraft      usage reported above is based on the direct operating cost to us. The      methodology calculates our incremental cost based on the average weighted      cost of fuel, aircraft maintenance, landing fees, trip-related hangar and      parking costs, and smaller variable costs. Since the corporate aircraft is      used primarily for business travel, the methodology excludes fixed costs,      which do not change based on usage, such as pilots’ and other employees’      salaries, purchase cost of the aircraft and non-trip related hangar      expenses. On certain occasions, an employee’s spouse or other family      member may accompany the employee on a flight. No additional direct      operating cost is incurred in such situations under the foregoing      methodology. |
|--------|----------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | b. | Our      contributions to the named individual under our Employee Stock Investment      Plan in the following amounts:  Lonnie “Bo” Pilgrim, $0; Lonnie      Ken Pilgrim, $0; J. Clinton Rivers, $19,144; Richard A. Cogdill, $30,253;      Robert A. Wright, $20,226; Clifford E. Butler, $2,300 and O.B. Goolsby,      Jr., $21,128. |
|--------|----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | c. | Our      contributions to the named individual under our 401(k) Salary Deferral      Plan in the following amounts: Lonnie “Bo” Pilgrim, $0; Lonnie Ken      Pilgrim, $2,623; J. Clinton Rivers, $3,926; Richard A. Cogdill, $3,410;      Robert A. Wright, $2,782; Clifford E. Butler, $130 and O.B. Goolsby, Jr.,      $91. |
|--------|----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | d. | Section      79 income to the named individual due to group term life insurance in the      following amounts: Lonnie “Bo” Pilgrim, $4,865; Lonnie Ken Pilgrim,      $1,035; J. Clinton Rivers, $2,254; Richard A. Cogdill, $1,209; Robert A.      Wright, $1,194; Clifford E. Butler, $1,612 and O.B. Goolsby, Jr.,      $1,546. |
|--------|----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | e. | The      Company reimburses employees for a portion of their long term disability      premium cost. The named individual reimbursements for a portion their long      term disability premium cost in the following amounts: Lonnie “Bo”      Pilgrim, $850; Lonnie Ken Pilgrim, $69; J. Clinton Rivers, $1,182; Richard      A. Cogdill, $890; Robert A. Wright, $847; Clifford E. Butler, $255 and      O.B. Goolsby, Jr., $469. |
|--------|----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | f. | Certain      members of the family of Lonnie “Bo” Pilgrim are employed by us,      including: his son, Pat Pilgrim, and his daughter, Greta Pilgrim-Owens,      who received total compensation for fiscal 2008 of $220,281 and $227,669,      respectively. |
|--------|----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (3) | Mr.      Rivers was appointed President and Chief Executive Officer on March 4,      2008. In connection with our reorganization process, Mr. Rivers resigned      from the Company on December 16,2008. |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (4) | Mr.      Wright was appointed Chief Operating Officer on March 26, 2008. in      connection with our reorganization process, Mr. Rivers resigned from the      Company on December 16, 2008. |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (5) | Mr.      Butler retired from his position as Vice Chairman on December 31,      2007.  Pursuant to a Retirement and Consulting Agreement, dated      October 10, 2007, between Mr. Butler and the Company, Mr. Butler will      continue to provide consulting services to the Company through December      31, 2010. |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  (6) |   | Mr.      Goolsby passed away on December 17,2007. |
|-----------|--------|---------------------------------------------------|

----

----

| Name                                                                                                                                                                                                                                                       | Executive Contributionsin      Last Fiscal Year($) (1)   | RegistrantContributions in Last      Fiscal Year($)   | Aggregate Earnings      in Last Fiscal Year($) (2)   | AggregateWithdrawals/Distributions($)   | Aggregate Balance at      Last Fiscal Year-End($)   |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------|---------------------------------------------------------------------------|---------------------------------------------------------------------|---------------------------------------------------|-------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                 |                                                                    |                                                                      |                                                                |                                              |                                                                    |
| Lonnie      “Bo” PilgrimSenior Chairman of      theBoard                                                                                                                                                                                                 | -0-                                                                     | -0-                                                                       | -0-                                                                 | -0-                                               | -0-                                                                     |
|                                                                                                                                                                                                                                                                 |                                                                    |                                                                      |                                                                |                                              |                                                                    |
| Lonnie      Ken PilgrimChairman of the    Board                                                                                                                                                                                                                      | -0-                                                                     | -0-                                                                       | 278                                                                 | -0-                                               | 11,156                                                                  |
|                                                                                                                                                                                                                                                                 |                                                                    |                                                                      |                                                                |                                              |                                                                    |
| J.      Clinton RiversPresident and ChiefExecutive      Officer                                                                                                                                                                                                      | 246,171                                                                 | -0-                                                                       | (135,857)                                                           | -0-                                               | 592,989                                                                 |
|                                                                                                                                                                                                                                                                 |                                                                    |                                                                      |                                                                |                                              |                                                                    |
| Richard      A. CogdillChief Financial      Officer,Secretary and      Treasurer                                                                                                                                                                                     | 144,898                                                                 | -0-                                                                       | (156,358)                                                           | 79,416                                            | 584,277                                                                 |
|                                                                                                                                                                                                                                                                 |                                                                    |                                                                      |                                                                |                                              |                                                                    |
| Robert      A. WrightChief Operating      Officer                                                                                                                                                                                                                    | 14,611                                                                  | -0-                                                                       | (342,967)                                                           | 505,692                                           | 763,597                                                                 |
|                                                                                                                                                                                                                                                                 |                                                                    |                                                                      |                                                                |                                              |                                                                    |
| Clifford      E. ButlerFormer Vice Chairmanof the Board                                                                                                                                                                                                              | -0-                                                                     | -0-                                                                       | 391                                                                 | 21,758                                            | -0-                                                                     |
|                                                                                                                                                                                                                                                                 |                                                                    |                                                                      |                                                                |                                              |                                                                    |
| O.B.      Goolsby,      Jr.                              Former Presidentand Chief ExecutiveOfficer (Deceased) | 36,589                                                                  | -0-                                                                       | (1,345)                                                             | 700,565                                           | -0-                                                                     |

| (1) | The      amounts disclosed in this column are included in the amounts reported in      the “Salary” column for each of the named executive officers in the      Summary Compensation Table. |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (2) | The      amounts disclosed in this column represent earnings on invested funds in      each individual Deferred Compensation Plan  account. |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------|

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| Name             | Fees Earned or      Paid in Cash($)  | Non-Equity      Incentive Plan Compensation($)  | All      OtherCompensation($)  | Total($)  |
|-----------------------|---------------------------------------------------------------|------------------------------------------------------|-------------------------------------|----------------|
|                  |                                                          |                                                 |                                |           |
| Charles      L. Black | 70,000                                                        | -0-                                                  | -0-                                 | 70,000         |
|                  |                                                          |                                                 |                                |           |
| Linda      Chavez     | 122,000                                                       | -0-                                                  | -0-                                 | 122,000        |
|                  |                                                          |                                                 |                                |           |
| S.      Key Coker     | 76,000                                                        | -0-                                                  | -0-                                 | 76,000         |
|                  |                                                          |                                                 |                                |           |
| Keith      W. Hughes  | 128,000                                                       | -0-                                                  | -0-                                 | 128,000        |
|                  |                                                          |                                                 |                                |           |
| Blake      D. Lovette | 76,000                                                        | -0-                                                  | 132,350(1)                          | 208,350        |
|                  |                                                          |                                                 |                                |           |
| Vance      C. Miller  | 128,000                                                       | -0-                                                  | -0-                                 | 128,000        |
|                  |                                                          |                                                 |                                |           |
| James      G. Vetter  | 68,000                                                        | -0-                                                  | -0-                                 | 68,000         |
|                  |                                                          |                                                 |                                |           |
| Donald      L. Wass   | 70,000                                                        | -0-                                                  | -0-                                 | 70,000         |

| (1) | This      amount represents compensation paid by the Company to Blake Lovette’s      son-in-law, Ted Lankford, our Complex Manager at Athens, AL, who was paid      total compensation of $132,350 in fiscal year  2008. |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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|    Name      of Beneficial Owner                                                                                                                                                                                                                                                                                                                                                  | Amount      and NatureOf      BeneficialOwnership      ofCommon Stock |  Percent      of Outstanding Common      Stock |   Percent      ofVoting Power |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------|-----------------------------------------------------|-----------------------------------------|
| Pilgrim      Interests, Ltd.(a)                                                                                                                                      | 22,118,077                                                            | 29.9%                                               | 62.3%                                   |
| 4845      U.S. Highway 271 N.                                                                                                                                                                                                                                                                                                                                                               |
| Pittsburg,      Texas 75686                                                                                                                                                                                                                                                                                                                                                                      |
| Lonnie      “Bo” Pilgrim(a)(b)(c)(d)                                                                                                                                                                                                                                                                                                                                            | 25,351,225                                                            | 34.2%                                               | 62.3%                                   |
| 4845      U.S. Highway 271 N.                                                                                                                                                                                                                                                                                                                                                                    |
| Pittsburg,      Texas 75686                                                                                                                                                                                                                                                                                                                                                                      |
| Lonnie      Ken Pilgrim(a)(b)(c)(d)                                                                                                                                                                                                                                                                                                                                                         | 22,878,898                                                            | 30.9%                                               | 62.3%                                   |
| 4845      U.S. Highway 271 N.                                                                                                                                                                                                                                                                                                                                                                    |
| Pittsburg,      Texas 75686                                                                                                                                                                                                                                                                                                                                                                      |
| M&G      Investment Management Limited      (e)                                                                                                                                                                                                                                                                                                                                         | 7,513,690                                                             |  10.15%                                        |   1.32%                       |
| Governor's      House                                                                                                                                                                                                                                                                                                                                                                            |
| Laurence      Pountney Hill                                                                                                                                                                                                                                                                                                                                                                      |
| London,      EC4R OHH-United Kingdom                                                                                                                                                                                                                                                                                                                                                             |
| Eastbourne      Capital Management, L.L.C.      (f)                                                                                                                                                                                                                                                                                                                                         | 4,593,207                                                             |   6.20%                                   | *                                       |
| 1101      Fifth Avenue, Suite 370                                                                                                                                                                                                                                                                                                                                                                |
| San      Rafael, California 94901                                                                                                                                                                                                                                                                                                                                                                |
| Richard      A. Cogdill(c)                                                                                         | 48,241                                                                | *                                                   | *                                       |
| J.      Clinton Rivers(c)                                                                                          | 21,195                                                                | *                                                   | *                                       |
| Robert      A. Wright(c)                                                                                           | 16,136                                                                | *                                                   | *                                       |
| Charles      L.      Black                                                                                         | 500                                                                   | *                                                   | *                                       |
| Linda      Chavez                                                                                                  | --                                                                    | --                                                  | --                                      |
| S.      Key      Coker                                                                                             | --                                                                    | --                                                  | --                                      |
| Keith      W.      Hughes                                                                                          | 1,000                                                                 | *                                                   | *                                       |
| Blake      D.      Lovette                                                                                         | --                                                                    | --                                                  | --                                      |
| Vance      C. Miller,      Sr.                                                                                     | 2,000                                                                 | *                                                   | *                                       |
| James      G. Vetter,      Jr.                                                                                     | 3,425                                                                 | *                                                   | *                                       |
| Donald      L. Wass,      Ph.D                                                                                     | 450                                                                   | *                                                   | *                                       |
| All      executive officers and Directorsas      a group (14 persons)(a)                                                     | 26,023,805                                                            |  35.1%                                         |  62.3%                             |

----

|   | (a) | Pilgrim      Interests, Ltd., Lonnie “Bo” Pilgrim and Lonnie Ken Pilgrim own or control      22,118,077 (29.9%), 25,351,225 (34.2%) and 22,878,898 (30.9%) shares of      our common stock, which represents 77.98%, 89.22% and 80.59%,      respectively, of the voting power of our common stock.  However,      pursuant to a Voting Agreement, dated as of November 18, 2003, by and      between Pilgrim Interests, Ltd., Pilgrim Family Trust I, Pilgrim Family      Trust II, PFCP, Ltd., Lonnie Jaggers Pilgrim Minority Trust, Greta Gail      Pilgrim Minority Trust, Lonnie A. Pilgrim, Patricia R. Pilgrim, Lonnie K.      Pilgrim and Donna G. Pilgrim and the Company, whenever these stockholders      directly or indirectly own or control (of record or beneficially) shares      of our common stock that would provide for more than 62.25% of the      Company’s Total Voting Power they will vote their shares in excess of that      percentage of the Total Voting Power in the same proportion as the votes      cast by all other holders of our common stock.  Total Voting      Power means the total number of votes that may be cast in the election of      Directors in respect of our common stock at any meeting of stockholders if      all common stock of the Company entitled to vote thereat was represented      and voted to the fullest extent possible at such  meeting. |
|--------|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (b) | Includes      22,118,077 shares of common stock held of record by Pilgrim Interests,      Ltd., a limited partnership formed by Lonnie “Bo” Pilgrim’s family, 68,013      shares of common stock held of record by PFCP, Ltd., another limited      partnership formed by Lonnie “Bo” Pilgrim’s family, 90,580 shares of      common stock held of record by Pilgrim Family Trust I, an irrevocable      trust for the benefit of Lonnie “Bo” Pilgrim’s surviving spouse and      children, of which Lonnie Ken Pilgrim, an officer and Director of the      Company and the son of Lonnie “Bo” Pilgrim, and Patricia R. Pilgrim,      Lonnie “Bo” Pilgrim’s wife, are co-trustees, and 90,579 shares of common      stock held of record by Pilgrim Family Trust II, an irrevocable trust for      the benefit of Lonnie “Bo” Pilgrim and his children, of which Lonnie “Bo”      Pilgrim and Lonnie Ken Pilgrim are co-trustees.  Pilgrim      Interests, Ltd. is a limited partnership formed by Mr. Pilgrim’s family of      which the managing general partner is the Lonnie A. Pilgrim 1998 Revocable      Trust and the other general partner is Lonnie Ken Pilgrim and the limited      partners are Lonnie “Bo” Pilgrim, The Lonnie A. “Bo” Pilgrim Endowment      Fund, The Lonnie Ken Pilgrim Issue Trust, The Greta Pilgrim Owens Issue      Trust and The Pat Pilgrim Issue Trust.  PFCP, Ltd. is a limited      partnership formed by Mr. Pilgrim’s family of which the managing general      partner is the Lonnie A. Pilgrim 1998 Revocable Trust and the other      general partner is Lonnie Ken Pilgrim, the class A limited partners are      Lonnie “Bo” Pilgrim and Patricia R. Pilgrim and the class B limited      partners are Lonnie “Bo” Pilgrim, Patricia R. Pilgrim and Lonnie Ken      Pilgrim.  The agreement establishing the Lonnie A. Pilgrim 1998      Revocable Trust provides that Lonnie “Bo” Pilgrim is the sole trustee      during his life and, after his death, the trustee shall be a board of      trustees currently comprised of Patricia R. Pilgrim and Lonnie Ken Pilgrim      and S. Key Coker, Charles Black and Donald Wass, except for Patricia R.      Pilgrim, all of which are Directors of the Company. The agreement      establishing the Lonnie A. Pilgrim 1998 Revocable Trust provides that      Lonnie “Bo” Pilgrim as the sole trustee shall have sole voting and      dispositive power over the shares of common stock and, after his death,      most voting matters require a majority vote of the board of trustees      except the direct or indirect sale of the shares of common stock requires      a unanimous vote of the board of trustees.  Additionally,      Pilgrim Interests, Ltd. and PFCP, Ltd. have entered into a Voting      Agreement, which may be terminated at any time by the unanimous action of      Lonnie “Bo” Pilgrim, acting in his individual capacity and as trustee of      the Lonnie A. Pilgrim 1998 Revocable Trust (acting as managing general      partner of Pilgrim Interests, Ltd. and PFCP, Ltd.), Patricia R. Pilgrim      and Lonnie Ken Pilgrim which provides that Lonnie Ken Pilgrim, Greta      Pilgrim Owens, the daughter of Lonnie “Bo” Pilgrim, S. Key Coker, Charles      L. Black and Donald L. Wass (the “Voting Representatives”) shall have the      sole power to vote the shares of common stock owned by Pilgrim Interests,      Ltd. and PFCP, Ltd.  All voting decisions require a majority of      the Voting Representatives except that (i) the sale of substantially all      of the assets of the Company, (ii) the sale or liquidation of the Company,      or (iii) the merger of the Company requires a unanimous vote of the Voting      Representatives.  All other decisions regarding common stock      held by Pilgrim Interests, Ltd. and PFCP, Ltd. will be made by the Lonnie      A. Pilgrim 1998 Revocable Trust.  Each of Lonnie “Bo” Pilgrim      and Lonnie Ken Pilgrim disclaim beneficial ownership of our common stock      held, except to the extent of their actual pecuniary interest      therein. |
|--------|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (c) | Includes      shares held in trust by our 401(k) Salary Deferral Plan.  The      security ownership information for Mr. Rivers and Mr. Wright is as of      December 16, 2008, the date they resigned their positions as officers of      the Company. |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (d)                                                                                                                    | Includes      13,697 shares of common stock held by his wife.  Also includes      53,510 shares of common stock held in two irrevocable trusts dated      December 15, 1994 and October 31, 1989, of which Lonnie Ken Pilgrim is a      co-trustee for the benefit of his children.  Lonnie Ken Pilgrim      disclaims any beneficial interest in the foregoing  shares. |
|------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  (e)                                                                                                              |  Based      on Schedule 13G filed by the named beneficial owner on October 20, 2008.                                                                                                                                                                                                                                                                                                    |
|  (f)               *    |  Based      on Schedule 13G filed by the named beneficial owner on February 12,      2008. Less than      1%.                                                                                                                                                                                                                                                                      |

----

----

|   | • | a recommendation by the Chief      Financial Officer (or designee) as to whether the Audit Committee should      approve the request or application;and |
|--------|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------|

----

|   |        • | a joint statement of the Chief      Financial Officer (or designee) and the independent registered public      accounting firm as to whether, in their view, the request or application      is consistent with the SEC’s regulations and the requirements for auditor      independence of the Public Company Accounting Oversight Board. |
|--------|---------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | • | pre-approve any services proposed      to be provided by the independent registered public accounting firm and      not already pre-approved or prohibited by this    policy; |
|--------|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | • | increase any authorized fee limit      for pre-approved services (but not by more than 30% of the initial amount      that was pre-approved) before we or our subsidiaries engage the auditors      to perform services for any amount in excess of the fee limit;      and |
|--------|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | • | investigate further the scope,      necessity or advisability of any services as to which pre-approval is      sought. |
|--------|---------|------------------------------------------------------------------------------------------------------------------------|

| 2.1    |   | Agreement      and Plan of Reorganization dated September 15, 1986, by and among      Pilgrim’s Pride Corporation, a Texas corporation; Pilgrim’s Pride      Corporation, a Delaware corporation; and Doris Pilgrim Julian, Aubrey Hal      Pilgrim, Paulette Pilgrim Rolston, Evanne Pilgrim, Lonnie “Bo” Pilgrim,      Lonnie Ken Pilgrim, Greta Pilgrim Owens and Patrick Wayne Pilgrim      (incorporated by reference from Exhibit 2.1 to the Company’s Registration      Statement on Form S-1 (No. 33-8805) effective November 14,      1986). |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 2.2    |   | Agreement      and Plan of Merger dated September 27, 2000 (incorporated by reference      from Exhibit 2 of WLR Foods, Inc.’s Current Report on Form 8-K      (No. 000-17060) dated September 28, 2000).                                                                                                                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 2.3    |   | Agreement      and Plan of Merger dated as of December 3, 2006, by and among the Company,      Protein Acquisition Corporation, a wholly owned subsidiary of the Company,      and Gold Kist Inc. (incorporated by reference from Exhibit 99.(D)(1) to      Amendment No. 11 to the Company’s Tender Offer Statement on Schedule TO      filed on December 5, 2006).                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |

----

| 3.1    |   | Certificate      of Incorporation of the Company, as amended (incorporated by reference      from Exhibit 3.1 of the Company’s Annual Report on Form 10-K for the year      ended October 2, 2004).                                                                                                                                                                      |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 3.2    |   | Amended and Restated Bylaws of      Pilgrim's Pride Corporation (incorporated by reference from Exhibit      3.1 of the Company’s Current Report on Form 8-K filed on December 4,      2007).                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 4.1    |   | Certificate      of Incorporation of the Company, as amended (included as Exhibit      3.1).                                                                                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 4.2    |   | Amended      and Restated Corporate Bylaws of the Company (included as      Exhibit 3.2).                                                                                                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 4.3    |   | Indenture,      dated November 21, 2003, between Pilgrim's Pride Corporation and The Bank      of New York as Trustee relating to Pilgrim’s Pride’s 9 1/4% Senior Notes      due 2013 (incorporated by reference from Exhibit 4.1 of the Company's      Registration Statement on Form S-4 (No. 333-111975) filed on January 16,      2004).                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 4.4    |   | Form      of 9 1/4% Note due 2013 (incorporated by reference from Exhibit 4.3 of the      Company's Registration Statement on Form S-4 (No. 333-111975) filed on      January 16, 2004).                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 4.5    |   | Senior      Debt Securities Indenture dated as of January 24, 2007, by and between the      Company and Wells Fargo Bank, National Association, as trustee      (incorporated by reference from Exhibit 4.1 to the Company’s Current      Report on Form 8-K filed on January 24, 2007).                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 4.6    |   | First      Supplemental Indenture to the Senior Debt Securities Indenture dated as of      January 24, 2007, by and between the Company and Wells Fargo Bank,      National Association, as trustee (incorporated by reference from Exhibit      4.2 to the Company’s Current Report on Form 8-K filed on January 24,      2007).                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 4.7    |   | Form      of 7 5/8% Senior Note due 2015 (incorporated by reference from Exhibit 4.3      to the Company’s Current Report on Form 8-K filed on January 24,      2007).                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 4.8    |   | Senior      Subordinated Debt Securities Indenture dated as of January 24, 2007, by      and between the Company and Wells Fargo Bank, National Association, as      trustee (incorporated by reference from Exhibit 4.4 to the Company’s      Current Report on Form 8-K filed on January 24, 2007).                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 4.9    |   | First      Supplemental Indenture to the Senior Subordinated Debt Securities      Indenture dated as of January 24, 2007, by and between the Company and      Wells Fargo Bank, National Association, as trustee (incorporated by      reference from Exhibit 4.5 to the Company’s Current Report on Form 8-K      filed on January 24, 2007).                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 4.10   |   | Form      of 8 3/8% Subordinated Note due 2017 (incorporated by reference from      Exhibit 4.6 to the Company’s Current Report on Form 8-K filed on January      24, 2007).                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 10.1   |   | Pilgrim’s      Industries, Inc. Profit Sharing Retirement Plan, restated as of July 1,      1987 (incorporated by reference from Exhibit 10.1 of the Company’s Form      8-K filed on July 1, 1992). ...                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 10.2   |   | Senior      Executive Performance Bonus Plan of the Company (incorporated by reference      from Exhibit A in the Company’s Proxy Statement dated December 13, 1999).      ...                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 10.3   |   | Aircraft      Lease Extension Agreement between B.P. Leasing Co. (L.A. Pilgrim,      individually) and Pilgrim’s Pride Corporation (formerly Pilgrim’s      Industries, Inc.) effective November 15, 1992 (incorporated by reference      from Exhibit 10.48 of the Company’s Quarterly Report on Form 10-Q for the      three months ended March 29, 1997). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 10.4   |   | Broiler      Grower Contract dated May 6, 1997 between Pilgrim’s Pride Corporation and      Lonnie “Bo” Pilgrim (Farm 30) (incorporated by reference from Exhibit      10.49 of the Company’s Quarterly Report on Form 10-Q for the three months      ended March 29, 1997).                                                                           |

----

| 10.5   |   | Commercial      Egg Grower Contract dated May 7, 1997 between Pilgrim’s Pride Corporation      and Pilgrim Poultry G.P. (incorporated by reference from      Exhibit 10.50 of the Company’s Quarterly Report on Form 10-Q for the      three months ended March 29, 1997).                                                                 |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                        |
| 10.6   |   | Agreement      dated October 15, 1996 between Pilgrim’s Pride Corporation and Pilgrim      Poultry G.P. (incorporated by reference from Exhibit 10.23 of the      Company’s Quarterly Report on Form 10-Q for the three months ended      January 2, 1999).                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                        |
| 10.7   |   | Heavy      Breeder Contract dated May 7, 1997 between Pilgrim’s Pride Corporation and      Lonnie “Bo” Pilgrim (Farms 44, 45 & 46) (incorporated by reference      from Exhibit 10.51 of the Company’s Quarterly Report on Form 10-Q for the      three months ended March 29, 1997).                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                        |
| 10.8   |   | Broiler      Grower Contract dated January 9, 1997 by and between Pilgrim’s Pride and      O.B. Goolsby, Jr. (incorporated by reference from Exhibit 10.25 of the      Company’s Registration Statement on Form S-1 (No. 333-29163) effective      June 27, 1997).                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                        |
| 10.9   |   | Broiler      Grower Contract dated January 15, 1997 by and between Pilgrim’s Pride      Corporation and B.J.M. Farms (incorporated by reference from Exhibit 10.26      of the Company’s Registration Statement on Form S-1 (No. 333-29163)      effective June 27, 1997).                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                        |
| 10.10  |   | Broiler      Grower Agreement dated January 29, 1997 by and between Pilgrim’s Pride      Corporation and Clifford E. Butler (incorporated by reference from Exhibit      10.27 of the Company’s Registration Statement on Form S-1 (No. 333-29163)      effective June 27, 1997).                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                        |
| 10.11  |   | Purchase      and Contribution Agreement dated as of June 26, 1998 between Pilgrim’s      Pride Funding Corporation and Pilgrim’s Pride Corporation (incorporated by      reference from Exhibit 10.34 of the Company’s Quarterly Report on Form      10-Q for the three months ended June 27, 1998).                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                        |
| 10.12  |   | Guaranty      Fee Agreement between Pilgrim’s Pride Corporation and Pilgrim Interests,      Ltd., dated June 11, 1999 (incorporated by reference from Exhibit 10.24 of      the Company’s Annual Report on Form 10-K for the year ended      October 2, 1999).                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                        |
| 10.13  |   | Commercial      Property Lease dated December 29, 2000 between Pilgrim’s Pride Corporation      and Pilgrim Poultry G.P. (incorporated by reference from      Exhibit 10.30 of the Company’s Quarterly Report on Form 10-Q for the      three months ended December 30, 2000).                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                        |
| 10.14  |   | Amendment      No. 1 dated as of December 31, 2003 to Purchase and Contribution Agreement      dated as of June 26, 1998, between Pilgrim’s Pride Funding Corporation and      Pilgrim’s Pride Corporation (incorporated by reference from Exhibit 10.5      of the Company’s Quarterly Report on Form 10-Q filed February 4,      2004). |
|   |   |                                                                                                                                                                                                                                                                                                                                                        |
| 10.15  |   | Employee      Stock Investment Plan of the Company (incorporated by reference from      Exhibit 4.1 of the Company’s Registration Statement on Form S-8 (No.      333-111929) filed on January 15, 2004). ...                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                        |
| 10.16  |   | 2005      Deferred Compensation Plan of the Company (incorporated by reference from      Exhibit 10.1 of the Company’s Current Report on Form 8-K dated December      27, 2004). ...                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                        |
| 10.17  |   | Vendor      Service Agreement dated effective December 28, 2005 between Pilgrim's      Pride Corporation and Pat Pilgrim (incorporated by reference from Exhibit      10.2 of the Company's Current Report on Form 8-K dated January 6,      2006).                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                        |
| 10.18  |   | Transportation      Agreement dated effective December 28, 2005 between Pilgrim's Pride      Corporation and Pat Pilgrim (incorporated by reference from Exhibit 10.3      of the Company's Current Report on Form 8-K dated January 6,      2006).                                                                                                         |

----

| 10.19  |   | Credit      Agreement by and among the Avícola Pilgrim’s Pride de México, S. de R.L.      de C.V. (the "Borrower"), Pilgrim's Pride Corporation, certain Mexico      subsidiaries of the Borrower, ING Capital LLC, and the lenders signatory      thereto dated as of September 25, 2006 (incorporated by reference from      Exhibit 10.1 of the Company's Current Report on Form 8-K filed on      September 28, 2006).                                                                                                                                         |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.20  |   | 2006      Amended and Restated Credit Agreement by and among CoBank, ACB, Agriland,      FCS and the Company dated as of September 21, 2006 (incorporated by      reference from Exhibit 10.2 of the Company's Current Report on Form 8-K      filed on September 28, 2006).                                                                                                                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.21  |   | First      Amendment to the Pilgrim’s Pride Corporation Amended and Restated 2005      Deferred Compensation Plan Trust, dated as of November 29, 2006      (incorporated by reference from Exhibit 10.03 of the Company’s Current      Report on Form 8-K filed on December 05, 2006). ...                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.22  |   | Agreement      and Plan of Merger dated as of December 3, 2006, by and among the Company,      Protein Acquisition Corporation, a wholly owned subsidiary of the Company,      and Gold Kist Inc. (incorporated by reference from Exhibit 99.(D)(1) to      Amendment No. 11 to the Company’s Tender Offer Statement on Schedule TO      filed on December 5, 2006).                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.23  |   | First      Amendment to Credit Agreement, dated as of December 13, 2006, by and among      the Company, as borrower, CoBank, ACB, as lead arranger and co-syndication      agent, and sole book runner, and as administrative, documentation and      collateral agent, Agriland, FCS, as co-syndication agent, and as a      syndication party, and the other syndication parties signatory thereto      (incorporated by reference from Exhibit 10.01 to the Company’s Current      Report on Form 8-K filed on December 19, 2006).                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.24  |   | Second      Amendment to Credit Agreement, dated as of January 4, 2007, by and among      the Company, as borrower, CoBank, ACB, as lead arranger and co-syndication      agent, and sole book runner, and as administrative, documentation and      collateral agent, Agriland, FCS, as co-syndication agent, and as a      syndication party, and the other syndication parties signatory thereto      (incorporated by reference from Exhibit 10.01 to the Company’s Current      Report on Form 8-K filed on January 9, 2007).                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.25  |   | Fourth      Amended and Restated Secured Credit Agreement, dated as of February 8,      2007, by and among the Company, To-Ricos, Ltd., To-Ricos Distribution,      Ltd., Bank of Montreal, as agent, SunTrust Bank, as syndication agent,      U.S. Bank National Association and Wells Fargo Bank, National Association,      as co-documentation agents, BMO Capital Market, as lead arranger, and the      other lenders signatory thereto (incorporated by reference from Exhibit      10.01 of the Company’s Current Report on Form 8-K dated February 12,      2007). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.26  |   | Third      Amendment to Credit Agreement, dated as of February 7, 2007, by and among      the Company as borrower, CoBank, ACB, as lead arranger and co-syndication      agent, and the sole book runner, and as administrative, documentation and      collateral agent, Agriland, FCS, as co-syndication agent, and as a      syndication party, and the other syndication parties signatory thereto      (incorporated by reference from Exhibit 10.02 of the Company’s Current      Report on Form 8-K dated February 12, 2007).                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.27  |   | First      Amendment to Credit Agreement, dated as of March 15, 2007, by and among      the Borrower, the Company, the Subsidiary Guarantors, ING Capital LLC, and      the Lenders (incorporated by reference from Exhibit 10.01 of the Company’s      Current Report on Form 8-K dated March 20, 2007).                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.28  |   | Fourth      Amendment to Credit Agreement, dated as of July 3, 2007, by and among the      Company as borrower, CoBank, ACB, as lead arranger and co-syndication      agent, and the sole book runner, and as administrative, documentation and      collateral agent, Agriland, FCS, as co-syndication agent, and as      syndication party, and the other syndication parties signatory thereto      (incorporated by reference from Exhibit 10.1 of the Company's Quarterly      Report on Form 10-Q filed July 31,2007).                                                       |

----

|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.29  |   | Retirement      and Consulting Agreement dated as of October 10, 2007, between the Company      and Clifford E. Butler (incorporated by reference from Exhibit 10.1 of the      Company’s Current Report on Form 8-K dated October 10, 2007). ...                                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.30  |   | Fifth      Amendment to Credit Agreement, dated as of August 7, 2007, by and among      the Company as borrower, CoBank, ACB, as lead arranger and co-syndication      agent, and the sole book runner, and as administrative, documentation and      collateral agent, Agriland, FCS, as co-syndication agent, and as      syndication party, and the other syndication parties signatory thereto      (incorporated by reference from Exhibit 10.39 of the Company’s Annual      Report on Form 10-K filed on November 19, 2007). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.31  |   | Sixth      Amendment to Credit Agreement, dated as of November 7, 2007, by and among      the Company as borrower, CoBank, ACB, as administrative agent, and the      other syndication parties signatory thereto (incorporated by reference      from Exhibit 10.1 of the Company’s Current Report on Form 8-K dated      November 13, 2007).                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.32  |   | Ground      Lease Agreement effective February 1, 2008 between Pilgrim's Pride      Corporation and Pat Pilgrim (incorporated by reference from Exhibit 10.1      of the Company's Current Report on Form 8-K dated February 1,      2008).                                                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.33  |   | Seventh      Amendment to Credit Agreement, dated as of March 10, 2008, by and among      the Company as borrower, CoBank, ACB, as administrative agent, and the      other syndication parties signatory thereto (incorporated by reference      from Exhibit 10.1 to the Company's Current Report on Form 8-K filed on      February 20, 2008).                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.34  |   | First      Amendment to the Fourth Amended and Restated Secured Credit Agreement,      dated as of March 11, 2008, by and among the Company, To-Ricos, Ltd.,      To-Ricos Distribution, Ltd., Bank of Montreal, as administrative agent,      and the other lenders signatory thereto (incorporated by reference from      Exhibit 10.2 to the Company's Current Report on Form 8-K filed on February      20, 2008).                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.35  |   | Eighth      Amendment to Credit Agreement, dated as of April 30, 2008, by and among      the Company as borrower, CoBank, ACB, as administrative agent, and the      other syndication parties signatory thereto (incorporated by reference      from Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May      5, 2008).                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.36  |   | Second      Amendment to the Fourth Amended and Restated Secured Credit Agreement,      dated as of April 30, 2008, by and among the Company, To-Ricos, Ltd.,      To-Ricos Distribution, Ltd., Bank of Montreal, as administrative agent,      and the other lenders signatory thereto (incorporated by reference from      Exhibit 10.2 to the Company's Current Report on Form 8-K filed on May 5,      2008).                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.37  |   | Change      to Company Contribution Amount Under the Amended and Restated 2005      Deferred Compensation Plan of the Company (incorporated by reference from      Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed July 30,      2008). ...                                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.38  |   | Limited Duration Waiver      of Potential Defaults and Events of Default under Credit Agreement dated      September 26, 2008 by and among Pilgrim's Pride Corporation, as      borrower, CoBank, ACB, as administrative agent, and the other syndication      parties signatory thereto (incorporated by reference from Exhibit      10.1 to the Company's Current Report on Form 8-K filed on September 29,      2008).                                                                                                                 |

----

|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.39  |   | Limited Duration Waiver      Agreement dated as of September 26, 2008 by and among Pilgrim's Pride      Corporation, as borrower, Bank of Montreal, as administrative agent, and      certain other bank parties thereto (incorporated by reference from      Exhibit 10.2 to the Company's Current Report on Form 8-K filed on      September 29, 2008).                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.40  |   | Limited Duration Waiver      Agreement dated as of September 26, 2008 by and among Pilgrim's Pride      Corporation, Pilgrim's Pride Funding Corporation, BMO Capital Markets      Corp., as administrator, and Fairway Finance Company, LLC      (incorporated by reference from Exhibit 10.3 to the Company's      Current Report on Form 8-K filed on September 29,2008).                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.41  |   | Amended and Restated      Receivables Purchase Agreement dated as of September 26, 2008 among      Pilgrim's Pride Corporation, Pilgrim's Pride Funding Corporation, BMO      Capital Markets Corp., as administrator, and the various purchasers and      purchaser agents from time to time parties thereto (incorporated by      reference from Exhibit 10.4 to the Company's Current Report on Form 8-K      filed on September 29, 2008).                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.42  |   | Amendment      No. 1 dated as of October 10, 2008 to Amended and Restated Receivables      Purchase Agreement, dated as of September 26, 2008 among Pilgrim's Pride      Corporation, Pilgrim's Pride Funding Corporation, BMO Capital Markets      Corp., as administrator, and the various purchasers and purchaser agents      from time      to time parties thereto (incorporated by reference from Exhibit      10.42 of the Company’s Annual Report on Form 10-K filed on December 11,      2008). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.43  |   | Amendment No. 2 to      Purchase and Contribution Agreement dated as of September 26, 2008 among      Pilgrim's Pride Funding Corporation and Pilgrim's Pride Corporation      (incorporated by reference from Exhibit 10.5 to the Company's      Current Report on Form 8-K filed on September 29,2008).                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.44  |   | Limited Duration Waiver      of Potential Defaults and Events of Default under Credit Agreement dated      October 26, 2008 by and among Pilgrim's Pride Corporation, as borrower,      CoBank, ACB, as administrative agent, and the other syndication parties      signatory thereto (incorporated by reference from Exhibit 10.1 to      the Company's Current Report on Form 8-K filed on October 27,      2008).                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.45  |   | Limited Duration Waiver      Agreement dated as of October 26, 2008 by and among Pilgrim's Pride      Corporation, as borrower, Bank of Montreal, as administrative agent, and      certain other bank parties thereto (incorporated by reference from      Exhibit 10.2 to the Company's Current Report on Form 8-K filed on October      27, 2008).                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.46  |   | Limited Duration Waiver      Agreement dated as of October 26, 2008 by and among Pilgrim's Pride      Corporation, Pilgrim's Pride Funding Corporation, BMO Capital Markets      Corp., as administrator, and Fairway Finance Company, LLC      (incorporated by reference from Exhibit 10.3 to the Company's      Current Report on Form 8-K filed on October 27, 2008).                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.47  |   | Form of Change in      Control Agreement dated as of October 21, 2008 between the Company and      certain of its executive officers (incorporated by reference from      Exhibit 10.4 to the Company's Current Report on Form 8-K filed on October      27, 2008). ...                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.48  |   | First      Amendment to Limited Duration Waiver      of Potential Defaults and Events of Default under Credit Agreement dated      November 25, 2008 by and among Pilgrim's Pride Corporation, as      borrower, CoBank, ACB, as administrative agent, and the other syndication      parties signatory thereto (incorporated by reference from Exhibit      10.48 of the Company’s Annual Report on Form 10-K filed on December 11,      2008).                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.49  |   | First      Amendment to Limited Duration Waiver Agreement dated as of      November 25, 2008 by and among Pilgrim's Pride Corporation, as      borrower, Bank of Montreal, as administrative agent, and certain other      bank parties thereto (incorporated by reference from Exhibit 10.49 of the      Company’s Annual Report on Form 10-K filed on December 11,      2008).                                                                                                                     |

----

|   |   |                                                                                                                                                                                                                                                                                                                                                                                                            |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.50  |   | First      Amendment to Limited Duration Waiver Agreement dated as of      November 25, 2008 by and among Pilgrim's Pride Corporation, Pilgrim's      Pride Funding Corporation, BMO Capital Markets Corp., as administrator,      and Fairway Finance Company, LLC (incorporated by reference from Exhibit      10.50 of the Company’s Annual Report on Form 10-K filed on December 11,      2008). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.51  |   | Waiver      Agreement and Second Amendment to Credit Agreement dated November 30,      2008, by and among the Company and certain non-debtor Mexico subsidiaries      of the Company, ING Capital LLC, as agent, and the lenders signatory      thereto (incorporated by reference from Exhibit 10.51 of the Company’s      Annual Report on Form 10-K filed on December 11, 2008).                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.52  |   | Post-Petition      Credit Agreement dated December 2, 2008 by and among the Company, as      borrower, certain subsidiaries of the Company, as guarantors, Bank of      Montreal, as agent, and the lenders party thereto (incorporated by      reference from Exhibit 10.52 of the Company’s Annual Report on Form 10-K      filed on December 11, 2008).                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.53  |   | Amended and Restated Post-Petition      Credit Agreement dated December 31, 2008, among the Company, as borrower,      certain subsidiaries of the Company, as guarantors, Bank of Montreal,      as agent, and the lenders party thereto      (incorporated by reference from Exhibit 10.1 of the Company’s Current      Report on Form 8-K filed on January 6, 2009).               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                            |
| 12     |   | Ratio      of Earnings to Fixed Charges for the years ended September 27, 2008,      September 29, 2007, September 30, 2006, October 1, 2005, October 2, 2004,      and September 27, 2003 (filed as Exhibit 12 of the Company’s Annual Report      on Form 10-K filed on December 11, 2008).                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                            |
| 21     |   | Subsidiaries      of Registrant (filed as Exhibit 21 of the Company’s Annual Report on Form      10-K filed on December 11, 2008).                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                            |
| 23     |   | Consent      of Ernst & Young LLP (filed as Exhibit 23 of the Company’s Annual      Report on Form 10-K filed on December 11, 2008).                                                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                            |
| 31.1   |   | Certification      of Principal Executive Officer pursuant to Section 302 of the      Sarbanes-Oxley Act of 2002.*                                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                            |
| 31.2   |   | Certification      of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley      Act of 2002.*                                                                                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                            |
| 32.1   |   | Certification      of Principal Executive Officer of Pilgrim's Pride Corporation pursuant to      Section 906 of the Sarbanes-Oxley Act of 2002.*                                                                                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                            |
| 32.2   |   | Certification      of Chief Financial Officer of Pilgrim's Pride Corporation pursuant to      Section 906 of the Sarbanes-Oxley Act of2002.*                                                                                                                                                                                                                                                                    |

|   | *Filed      herewith |
|--------|----------------------|

|   | ...Represents      a management contract or compensation plan  arrangement |
|--------|--------------------------------------------------------------------------------|

----

| By:    | /s/ Richard A. Cogdill                                |
|--------|-------------------------------------------------------|
|   | Richard      A. Cogdill                               |
|   | Chief      Financial Officer, Secretary and Treasurer |
|   | (Principal      Financial and AccountingOfficer)      |

----

| 2.1    |   | Agreement      and Plan of Reorganization dated September 15, 1986, by and among      Pilgrim’s Pride Corporation, a Texas corporation; Pilgrim’s Pride      Corporation, a Delaware corporation; and Doris Pilgrim Julian, Aubrey Hal      Pilgrim, Paulette Pilgrim Rolston, Evanne Pilgrim, Lonnie “Bo” Pilgrim,      Lonnie Ken Pilgrim, Greta Pilgrim Owens and Patrick Wayne Pilgrim      (incorporated by reference from Exhibit 2.1 to the Company’s Registration      Statement on Form S-1 (No. 33-8805) effective November 14,      1986). |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 2.2    |   | Agreement      and Plan of Merger dated September 27, 2000 (incorporated by reference      from Exhibit 2 of WLR Foods, Inc.’s Current Report on Form 8-K      (No. 000-17060) dated September 28, 2000).                                                                                                                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 2.3    |   | Agreement      and Plan of Merger dated as of December 3, 2006, by and among the Company,      Protein Acquisition Corporation, a wholly owned subsidiary of the Company,      and Gold Kist Inc. (incorporated by reference from Exhibit 99.(D)(1) to      Amendment No. 11 to the Company’s Tender Offer Statement on Schedule TO      filed on December 5, 2006).                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 3.1    |   | Certificate      of Incorporation of the Company, as amended (incorporated by reference      from Exhibit 3.1 of the Company’s Annual Report on Form 10-K for the year      ended October 2, 2004).                                                                                                                                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 3.2    |   | Amended and Restated Bylaws of      Pilgrim's Pride Corporation (incorporated by reference from Exhibit      3.1 of the Company’s Current Report on Form 8-K filed on December 4,      2007).                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.1    |   | Certificate      of Incorporation of the Company, as amended (included as Exhibit      3.1).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.2    |   | Amended      and Restated Corporate Bylaws of the Company (included as      Exhibit 3.2).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.3    |   | Indenture,      dated November 21, 2003, between Pilgrim's Pride Corporation and The Bank      of New York as Trustee relating to Pilgrim’s Pride’s 9 1/4% Senior Notes      due 2013 (incorporated by reference from Exhibit 4.1 of the Company's      Registration Statement on Form S-4 (No. 333-111975) filed on January 16,      2004).                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.4    |   | Form      of 9 1/4% Note due 2013 (incorporated by reference from Exhibit 4.3 of the      Company's Registration Statement on Form S-4 (No. 333-111975) filed on      January 16, 2004).                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.5    |   | Senior      Debt Securities Indenture dated as of January 24, 2007, by and between the      Company and Wells Fargo Bank, National Association, as trustee      (incorporated by reference from Exhibit 4.1 to the Company’s Current      Report on Form 8-K filed on January 24, 2007).                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.6    |   | First      Supplemental Indenture to the Senior Debt Securities Indenture dated as of      January 24, 2007, by and between the Company and Wells Fargo Bank,      National Association, as trustee (incorporated by reference from Exhibit      4.2 to the Company’s Current Report on Form 8-K filed on January 24,      2007).                                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.7    |   | Form      of 7 5/8% Senior Note due 2015 (incorporated by reference from Exhibit 4.3      to the Company’s Current Report on Form 8-K filed on January 24,      2007).                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.8    |   | Senior      Subordinated Debt Securities Indenture dated as of January 24, 2007, by      and between the Company and Wells Fargo Bank, National Association, as      trustee (incorporated by reference from Exhibit 4.4 to the Company’s      Current Report on Form 8-K filed on January 24, 2007).                                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.9    |   | First      Supplemental Indenture to the Senior Subordinated Debt Securities      Indenture dated as of January 24, 2007, by and between the Company and      Wells Fargo Bank, National Association, as trustee (incorporated by      reference from Exhibit 4.5 to the Company’s Current Report on Form 8-K      filed on January 24, 2007).                                                                                                                                                                                                                                |

----

|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.10   |   | Form      of 8 3/8% Subordinated Note due 2017 (incorporated by reference from      Exhibit 4.6 to the Company’s Current Report on Form 8-K filed on January      24, 2007).                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 10.1   |   | Pilgrim’s      Industries, Inc. Profit Sharing Retirement Plan, restated as of July 1,      1987 (incorporated by reference from Exhibit 10.1 of the Company’s Form      8-K filed on July 1, 1992). ...                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 10.2   |   | Senior      Executive Performance Bonus Plan of the Company (incorporated by reference      from Exhibit A in the Company’s Proxy Statement dated December 13, 1999).      ...                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 10.3   |   | Aircraft      Lease Extension Agreement between B.P. Leasing Co. (L.A. Pilgrim,      individually) and Pilgrim’s Pride Corporation (formerly Pilgrim’s      Industries, Inc.) effective November 15, 1992 (incorporated by reference      from Exhibit 10.48 of the Company’s Quarterly Report on Form 10-Q for the      three months ended March 29, 1997). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 10.4   |   | Broiler      Grower Contract dated May 6, 1997 between Pilgrim’s Pride Corporation and      Lonnie “Bo” Pilgrim (Farm 30) (incorporated by reference from Exhibit      10.49 of the Company’s Quarterly Report on Form 10-Q for the three months      ended March 29, 1997).                                                                           |
| 10.5   |   | Commercial      Egg Grower Contract dated May 7, 1997 between Pilgrim’s Pride Corporation      and Pilgrim Poultry G.P. (incorporated by reference from      Exhibit 10.50 of the Company’s Quarterly Report on Form 10-Q for the      three months ended March 29, 1997).                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 10.6   |   | Agreement      dated October 15, 1996 between Pilgrim’s Pride Corporation and Pilgrim      Poultry G.P. (incorporated by reference from Exhibit 10.23 of the      Company’s Quarterly Report on Form 10-Q for the three months ended      January 2, 1999).                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 10.7   |   | Heavy      Breeder Contract dated May 7, 1997 between Pilgrim’s Pride Corporation and      Lonnie “Bo” Pilgrim (Farms 44, 45 & 46) (incorporated by reference      from Exhibit 10.51 of the Company’s Quarterly Report on Form 10-Q for the      three months ended March 29, 1997).                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 10.8   |   | Broiler      Grower Contract dated January 9, 1997 by and between Pilgrim’s Pride and      O.B. Goolsby, Jr. (incorporated by reference from Exhibit 10.25 of the      Company’s Registration Statement on Form S-1 (No. 333-29163) effective      June 27, 1997).                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 10.9   |   | Broiler      Grower Contract dated January 15, 1997 by and between Pilgrim’s Pride      Corporation and B.J.M. Farms (incorporated by reference from Exhibit 10.26      of the Company’s Registration Statement on Form S-1 (No. 333-29163)      effective June 27, 1997).                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 10.10  |   | Broiler      Grower Agreement dated January 29, 1997 by and between Pilgrim’s Pride      Corporation and Clifford E. Butler (incorporated by reference from Exhibit      10.27 of the Company’s Registration Statement on Form S-1 (No. 333-29163)      effective June 27, 1997).                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 10.11  |   | Purchase      and Contribution Agreement dated as of June 26, 1998 between Pilgrim’s      Pride Funding Corporation and Pilgrim’s Pride Corporation (incorporated by      reference from Exhibit 10.34 of the Company’s Quarterly Report on Form      10-Q for the three months ended June 27, 1998).                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 10.12  |   | Guaranty      Fee Agreement between Pilgrim’s Pride Corporation and Pilgrim Interests,      Ltd., dated June 11, 1999 (incorporated by reference from Exhibit 10.24 of      the Company’s Annual Report on Form 10-K for the year ended      October 2, 1999).                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 10.13  |   | Commercial      Property Lease dated December 29, 2000 between Pilgrim’s Pride Corporation      and Pilgrim Poultry G.P. (incorporated by reference from      Exhibit 10.30 of the Company’s Quarterly Report on Form 10-Q for the      three months ended December 30,2000).                                                                                 |

----

|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.14  |   | Amendment      No. 1 dated as of December 31, 2003 to Purchase and Contribution Agreement      dated as of June 26, 1998, between Pilgrim’s Pride Funding Corporation and      Pilgrim’s Pride Corporation (incorporated by reference from Exhibit 10.5      of the Company’s Quarterly Report on Form 10-Q filed February 4,      2004).                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.15  |   | Employee      Stock Investment Plan of the Company (incorporated by reference from      Exhibit 4.1 of the Company’s Registration Statement on Form S-8 (No.      333-111929) filed on January 15, 2004). ...                                                                                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.16  |   | 2005      Deferred Compensation Plan of the Company (incorporated by reference from      Exhibit 10.1 of the Company’s Current Report on Form 8-K dated December      27, 2004). ...                                                                                                                                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.17  |   | Vendor      Service Agreement dated effective December 28, 2005 between Pilgrim's      Pride Corporation and Pat Pilgrim (incorporated by reference from Exhibit      10.2 of the Company's Current Report on Form 8-K dated January 6,      2006).                                                                                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.18  |   | Transportation      Agreement dated effective December 28, 2005 between Pilgrim's Pride      Corporation and Pat Pilgrim (incorporated by reference from Exhibit 10.3      of the Company's Current Report on Form 8-K dated January 6,      2006).                                                                                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.19  |   | Credit      Agreement by and among the Avícola Pilgrim’s Pride de México, S. de R.L.      de C.V. (the "Borrower"), Pilgrim's Pride Corporation, certain Mexico      subsidiaries of the Borrower, ING Capital LLC, and the lenders signatory      thereto dated as of September 25, 2006 (incorporated by reference from      Exhibit 10.1 of the Company's Current Report on Form 8-K filed on      September 28, 2006).                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.20  |   | 2006      Amended and Restated Credit Agreement by and among CoBank, ACB, Agriland,      FCS and the Company dated as of September 21, 2006 (incorporated by      reference from Exhibit 10.2 of the Company's Current Report on Form 8-K      filed on September 28, 2006).                                                                                                                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.21  |   | First      Amendment to the Pilgrim’s Pride Corporation Amended and Restated 2005      Deferred Compensation Plan Trust, dated as of November 29, 2006      (incorporated by reference from Exhibit 10.03 of the Company’s Current      Report on Form 8-K filed on December 05, 2006). ...                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.22  |   | Agreement      and Plan of Merger dated as of December 3, 2006, by and among the Company,      Protein Acquisition Corporation, a wholly owned subsidiary of the Company,      and Gold Kist Inc. (incorporated by reference from Exhibit 99.(D)(1) to      Amendment No. 11 to the Company’s Tender Offer Statement on Schedule TO      filed on December 5, 2006).                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.23  |   | First      Amendment to Credit Agreement, dated as of December 13, 2006, by and among      the Company, as borrower, CoBank, ACB, as lead arranger and co-syndication      agent, and sole book runner, and as administrative, documentation and      collateral agent, Agriland, FCS, as co-syndication agent, and as a      syndication party, and the other syndication parties signatory thereto      (incorporated by reference from Exhibit 10.01 to the Company’s Current      Report on Form 8-K filed on December 19, 2006).                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.24  |   | Second      Amendment to Credit Agreement, dated as of January 4, 2007, by and among      the Company, as borrower, CoBank, ACB, as lead arranger and co-syndication      agent, and sole book runner, and as administrative, documentation and      collateral agent, Agriland, FCS, as co-syndication agent, and as a      syndication party, and the other syndication parties signatory thereto      (incorporated by reference from Exhibit 10.01 to the Company’s Current      Report on Form 8-K filed on January 9, 2007).                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.25  |   | Fourth      Amended and Restated Secured Credit Agreement, dated as of February 8,      2007, by and among the Company, To-Ricos, Ltd., To-Ricos Distribution,      Ltd., Bank of Montreal, as agent, SunTrust Bank, as syndication agent,      U.S. Bank National Association and Wells Fargo Bank, National Association,      as co-documentation agents, BMO Capital Market, as lead arranger, and the      other lenders signatory thereto (incorporated by reference from Exhibit      10.01 of the Company’s Current Report on Form 8-K dated February 12,      2007). |

----

|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.26  |   | Third      Amendment to Credit Agreement, dated as of February 7, 2007, by and among      the Company as borrower, CoBank, ACB, as lead arranger and co-syndication      agent, and the sole book runner, and as administrative, documentation and      collateral agent, Agriland, FCS, as co-syndication agent, and as a      syndication party, and the other syndication parties signatory thereto      (incorporated by reference from Exhibit 10.02 of the Company’s Current      Report on Form 8-K dated February 12, 2007).     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.27  |   | First      Amendment to Credit Agreement, dated as of March 15, 2007, by and among      the Borrower, the Company, the Subsidiary Guarantors, ING Capital LLC, and      the Lenders (incorporated by reference from Exhibit 10.01 of the Company’s      Current Report on Form 8-K dated March 20, 2007).                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.28  |   | Fourth      Amendment to Credit Agreement, dated as of July 3, 2007, by and among the      Company as borrower, CoBank, ACB, as lead arranger and co-syndication      agent, and the sole book runner, and as administrative, documentation and      collateral agent, Agriland, FCS, as co-syndication agent, and as      syndication party, and the other syndication parties signatory thereto      (incorporated by reference from Exhibit 10.1 of the Company's Quarterly      Report on Form 10-Q filed July 31, 2007).                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.29  |   | Retirement      and Consulting Agreement dated as of October 10, 2007, between the Company      and Clifford E. Butler (incorporated by reference from Exhibit 10.1 of the      Company’s Current Report on Form 8-K dated October 10, 2007). ...                                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.30  |   | Fifth      Amendment to Credit Agreement, dated as of August 7, 2007, by and among      the Company as borrower, CoBank, ACB, as lead arranger and co-syndication      agent, and the sole book runner, and as administrative, documentation and      collateral agent, Agriland, FCS, as co-syndication agent, and as      syndication party, and the other syndication parties signatory thereto      (incorporated by reference from Exhibit 10.39 of the Company’s Annual      Report on Form 10-K filed on November 19, 2007). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.31  |   | Sixth      Amendment to Credit Agreement, dated as of November 7, 2007, by and among      the Company as borrower, CoBank, ACB, as administrative agent, and the      other syndication parties signatory thereto (incorporated by reference      from Exhibit 10.1 of the Company’s Current Report on Form 8-K dated      November 13, 2007).                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.32  |   | Ground      Lease Agreement effective February 1, 2008 between Pilgrim's Pride      Corporation and Pat Pilgrim (incorporated by reference from Exhibit 10.1      of the Company's Current Report on Form 8-K dated February 1,      2008).                                                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.33  |   | Seventh      Amendment to Credit Agreement, dated as of March 10, 2008, by and among      the Company as borrower, CoBank, ACB, as administrative agent, and the      other syndication parties signatory thereto (incorporated by reference      from Exhibit 10.1 to the Company's Current Report on Form 8-K filed on      February 20, 2008).                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.34  |   | First      Amendment to the Fourth Amended and Restated Secured Credit Agreement,      dated as of March 11, 2008, by and among the Company, To-Ricos, Ltd.,      To-Ricos Distribution, Ltd., Bank of Montreal, as administrative agent,      and the other lenders signatory thereto (incorporated by reference from      Exhibit 10.2 to the Company's Current Report on Form 8-K filed on February      20, 2008).                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.35  |   | Eighth      Amendment to Credit Agreement, dated as of April 30, 2008, by and among      the Company as borrower, CoBank, ACB, as administrative agent, and the      other syndication parties signatory thereto (incorporated by reference      from Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May      5, 2008).                                                                                                                                                                                                     |

----

|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.36  |   | Second      Amendment to the Fourth Amended and Restated Secured Credit Agreement,      dated as of April 30, 2008, by and among the Company, To-Ricos, Ltd.,      To-Ricos Distribution, Ltd., Bank of Montreal, as administrative agent,      and the other lenders signatory thereto (incorporated by reference from      Exhibit 10.2 to the Company's Current Report on Form 8-K filed on May 5,      2008).                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.37  |   | Change      to Company Contribution Amount Under the Amended and Restated 2005      Deferred Compensation Plan of the Company (incorporated by reference from      Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed July 30,      2008). ...                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.38  |   | Limited Duration Waiver      of Potential Defaults and Events of Default under Credit Agreement dated      September 26, 2008 by and among Pilgrim's Pride Corporation, as      borrower, CoBank, ACB, as administrative agent, and the other syndication      parties signatory thereto (incorporated by reference from Exhibit      10.1 to the Company's Current Report on Form 8-K filed on September 29,      2008).                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.39  |   | Limited Duration Waiver      Agreement dated as of September 26, 2008 by and among Pilgrim's Pride      Corporation, as borrower, Bank of Montreal, as administrative agent, and      certain other bank parties thereto (incorporated by reference from      Exhibit 10.2 to the Company's Current Report on Form 8-K filed on      September 29, 2008).                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.40  |   | Limited Duration Waiver      Agreement dated as of September 26, 2008 by and among Pilgrim's Pride      Corporation, Pilgrim's Pride Funding Corporation, BMO Capital Markets      Corp., as administrator, and Fairway Finance Company, LLC      (incorporated by reference from Exhibit 10.3 to the Company's      Current Report on Form 8-K filed on September 29,2008).                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.41  |   | Amended and Restated      Receivables Purchase Agreement dated as of September 26, 2008 among      Pilgrim's Pride Corporation, Pilgrim's Pride Funding Corporation, BMO      Capital Markets Corp., as administrator, and the various purchasers and      purchaser agents from time to time parties thereto (incorporated by      reference from Exhibit 10.4 to the Company's Current Report on Form 8-K      filed on September 29, 2008).                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.42  |   | Amendment      No. 1 dated as of October 10, 2008 to Amended and Restated Receivables      Purchase Agreement, dated as of September 26, 2008 among Pilgrim's Pride      Corporation, Pilgrim's Pride Funding Corporation, BMO Capital Markets      Corp., as administrator, and the various purchasers and purchaser agents      from time      to time parties thereto (incorporated by reference from Exhibit      10.42 of the Company’s Annual Report on Form 10-K filed on December 11,      2008). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.43  |   | Amendment No. 2 to      Purchase and Contribution Agreement dated as of September 26, 2008 among      Pilgrim's Pride Funding Corporation and Pilgrim's Pride Corporation      (incorporated by reference from Exhibit 10.5 to the Company's      Current Report on Form 8-K filed on September 29,2008).                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.44  |   | Limited Duration Waiver      of Potential Defaults and Events of Default under Credit Agreement dated      October 26, 2008 by and among Pilgrim's Pride Corporation, as borrower,      CoBank, ACB, as administrative agent, and the other syndication parties      signatory thereto (incorporated by reference from Exhibit 10.1 to      the Company's Current Report on Form 8-K filed on October 27,      2008).                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.45  |   | Limited Duration Waiver      Agreement dated as of October 26, 2008 by and among Pilgrim's Pride      Corporation, as borrower, Bank of Montreal, as administrative agent, and      certain other bank parties thereto (incorporated by reference from      Exhibit 10.2 to the Company's Current Report on Form 8-K filed on October      27, 2008).                                                                                                                                                           |

----

|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.46  |   | Limited Duration Waiver      Agreement dated as of October 26, 2008 by and among Pilgrim's Pride      Corporation, Pilgrim's Pride Funding Corporation, BMO Capital Markets      Corp., as administrator, and Fairway Finance Company, LLC      (incorporated by reference from Exhibit 10.3 to the Company's      Current Report on Form 8-K filed on October 27, 2008).                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.47  |   | Form of Change in      Control Agreement dated as of October 21, 2008 between the Company and      certain of its executive officers (incorporated by reference from      Exhibit 10.4 to the Company's Current Report on Form 8-K filed on October      27, 2008). ...                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.48  |   | First      Amendment to Limited Duration Waiver      of Potential Defaults and Events of Default under Credit Agreement dated      November 25, 2008 by and among Pilgrim's Pride Corporation, as      borrower, CoBank, ACB, as administrative agent, and the other syndication      parties signatory thereto (incorporated by reference from Exhibit      10.48 of the Company’s Annual Report on Form 10-K filed on December 11,      2008). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.49  |   | First      Amendment to Limited Duration Waiver Agreement dated as of      November 25, 2008 by and among Pilgrim's Pride Corporation, as      borrower, Bank of Montreal, as administrative agent, and certain other      bank parties thereto (incorporated by reference from Exhibit 10.49 of the      Company’s Annual Report on Form 10-K filed on December 11,      2008).                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.50  |   | First      Amendment to Limited Duration Waiver Agreement dated as of      November 25, 2008 by and among Pilgrim's Pride Corporation, Pilgrim's      Pride Funding Corporation, BMO Capital Markets Corp., as administrator,      and Fairway Finance Company, LLC (incorporated by reference from Exhibit      10.50 of the Company’s Annual Report on Form 10-K filed on December 11,      2008).                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.51  |   | Waiver      Agreement and Second Amendment to Credit Agreement dated November 30,      2008, by and among the Company and certain non-debtor Mexico subsidiaries      of the Company, ING Capital LLC, as agent, and the lenders signatory      thereto (incorporated by reference from Exhibit 10.51 of the Company’s      Annual Report on Form 10-K filed on December 11, 2008).                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.52  |   | Post-Petition      Credit Agreement dated December 2, 2008 by and among the Company, as      borrower, certain subsidiaries of the Company, as guarantors, Bank of      Montreal, as agent, and the lenders party thereto (incorporated by      reference from Exhibit 10.52 of the Company’s Annual Report on Form 10-K      filed on December 11, 2008).                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.53  |   | Amended and Restated Post-Petition      Credit Agreement dated December 31, 2008, among the Company, as borrower,      certain subsidiaries of the Company, as guarantors, Bank of Montreal,      as agent, and the lenders party thereto      (incorporated by reference from Exhibit 10.1 of the Company’s Current      Report on Form 8-K filed on January 6, 2009).                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 12     |   | Ratio      of Earnings to Fixed Charges for the years ended September 27, 2008,      September 29, 2007, September 30, 2006, October 1, 2005, October 2, 2004,      and September 27, 2003 (filed as Exhibit 12 of the Company’s Annual Report      on Form 10-K filed on December 11, 2008).                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 21     |   | Subsidiaries      of Registrant (filed as Exhibit 21 of the Company’s Annual Report on Form      10-K filed on December 11, 2008).                                                                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 23     |   | Consent      of Ernst & Young LLP (filed as Exhibit 23 of the Company’s Annual      Report on Form 10-K filed on December 11, 2008).                                                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 31.1   |   | Certification      of Principal Executive Officer pursuant to Section 302 of the      Sarbanes-Oxley Act of 2002.*                                                                                                                                                                                                                                                                                                                                          |

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|   |   |                                                                                                                                              |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------|
| 31.2   |   | Certification      of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley      Act of 2002.*                                    |
|   |   |                                                                                                                                              |
| 32.1   |   | Certification      of Principal Executive Officer of Pilgrim's Pride Corporation pursuant to      Section 906 of the Sarbanes-Oxley Act of 2002.* |
|   |   |                                                                                                                                              |
| 32.2   |   | Certification      of Chief Financial Officer of Pilgrim's Pride Corporation pursuant to      Section 906 of the Sarbanes-Oxley Act of2002.*      |

|   | *Filed      herewith |
|--------|----------------------|

|   | ...Represents      a management contract or compensation plan  arrangement |
|--------|--------------------------------------------------------------------------------|

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