FIFTH
      AMENDMENT TO CREDIT AGREEMENT




Parties:




“CoBank”:                                           CoBank,
      ACB


5500
      South Quebec Street


Greenwood
      Village, Colorado 80111





“Borrower”:                                           Pilgrim’s
      Pride Corporation


4845
      US
      Highway 271 N.


Pittsburg,
      Texas 75686





“Syndication
      Parties”:                                                      Whose
      signatures appear below





Execution
      Date:       August 7,
      2007






Recitals:




A.  CoBank
      (in its capacity as the Administrative Agent (“Agent”), the Syndication
      Parties signatory thereto, and Borrower have entered into that certain 2006
      Amended and Restated Credit Agreement (Convertible Revolving Loan and Term
      Loan)
      dated as of September 21, 2006, that certain First Amendment to Credit Agreement
      dated as of December 13, 2006, that certain Second Amendment to Credit Agreement
      dated as of January 4, 2007, and that certain Third Amendment to Credit
      Agreement dated as of February 7, 2007, and that certain Fourth Amendment to
      Credit Agreement dated as of July 3, 2007 (as so amended and as amended,
      modified, or supplemented from time to time in the future, the “Credit Agreement”) pursuant to
      which the Syndication Parties, and any entity which becomes a Syndication Party
      on or after September 21, 2006, have extended certain credit facilities to
      Borrower under the terms and conditions set forth in the Credit
      Agreement.




B.  Borrower
      has requested that the Agent and the Syndication Parties modify the definition
      of the GK Lien Date, which the Agent and the Syndication Parties are willing
      to
      do under the terms and conditions as set forth in this Fifth Amendment to Credit
      Agreement (“Fifth
      Amendment”).






Agreement:




Now,
      therefore, in consideration of the mutual covenants and agreements herein
      contained and other good and valuable consideration, the receipt and adequacy
      of
      which are hereby acknowledged, the parties hereto hereby agree as
      follows:




1.  Amendments
      to Credit
      Agreement.  The Credit Agreement is amended as of the Effective
      Date as follows:




1.1  Sections
      1.57 is amended to read as follows:




1.57           GK
      Lien
      Date:  means September 23, 2007.




2.  Conditions
      to Effectiveness of this
      Fifth Amendment.  The effectiveness of this Fifth Amendment is
      subject to satisfaction, in the Administrative Agent’s sole discretion, of each
      of the following conditions precedent (the date on which all such conditions
      precedent are so satisfied shall be the “Effective Date”):




2.1  Delivery
      of Executed Loan
      Documents.  Borrower shall have delivered to the Administrative
      Agent, for the benefit of, and for delivery to, the Administrative Agent and
      the
      Syndication Parties, the following document, duly executed by
      Borrower:




A.  This
      Fifth Amendment




2.2  Syndication
      Parties Execution; Voting
      Participant Approval.  The Administrative Agent shall have
      received (a) written approval of this Fifth Amendment by at least the Required
      Lenders (including Voting Participants); and (b) a copy of this Fifth Amendment
      executed by the Syndication Parties as required.




2.3  Representations
      and
      Warranties.  The representations and warranties of Borrower in
      the Credit Agreement shall be true and correct in all material respects on
      and
      as of the Effective Date as though made on and as of such date.




2.4  No
      Event of
      Default.  No Event of Default shall have occurred and be
      continuing under the Credit Agreement as of the Effective Date of this Fifth
      Amendment.




2.5  Payment
      of Fees and
      Expenses.  Borrower shall have paid the Administrative Agent,
      by wire transfer of immediately available federal funds (a) all fees presently
      due under the Credit Agreement (as amended by this Fifth Amendment); and (b)
      all
      expenses owing as of the Effective Date pursuant to Section 15.1 of the
      Credit Agreement.




3.  General
      Provisions.




3.1  No
      Other
      Modifications.  The Credit Agreement, as expressly modified
      herein, shall continue in full force and effect and be binding upon the parties
      thereto.




3.2  Successors
      and
      Assigns.  This Fifth Amendment shall be binding upon and inure
      to the benefit of Borrower, Agent, and the Syndication Parties, and their
      respective successors and assigns, except that Borrower may not assign or
      transfer its rights or obligations hereunder without the prior written consent
      of all the Syndication Parties.




3.3  Definitions.  Capitalized
      terms used, but not defined, in this Fifth Amendment shall have the meaning
      set
      forth in the Credit Agreement.




3.4  Severability.  Should
      any provision of this Fifth Amendment be deemed unlawful or unenforceable,
      said
      provision shall be deemed several and apart from all other provisions of this
      Fifth Amendment and all remaining provision of this Fifth Amendment shall be
      fully enforceable.




3.5  Governing
      Law.  To
      the extent not governed by federal law, this Fifth Amendment and the rights
      and
      obligations of the parties hereto shall be governed by, interpreted and enforced
      in accordance with the laws of the State of Colorado.




3.6  Headings.  The
      captions or headings in this Fifth Amendment are for convenience only and in
      no
      way define, limit or describe the scope or intent of any provision of this
      Fifth
      Amendment.




3.7  Counterparts.  This
      Fifth Amendment may be executed by the parties hereto in separate counterparts,
      each of which, when so executed and delivered, shall be an original, but all
      such counterparts shall together constitute one and the same
      instrument.  Each counterpart may consist of a number of copies
      hereof, each signed by less than all, but together signed by all, of the parties
      hereto.  Copies of documents or signature pages bearing original
      signatures, and executed documents or signature pages delivered by a party
      by
      telefax, facsimile, or e-mail transmission of an Adobe® file format document
      (also known as a PDF file) shall, in each such instance, be deemed to be, and
      shall constitute and be treated as, an original signed document or counterpart,
      as applicable.  Any party delivering an executed counterpart of this
      Fifth Amendment by telefax, facsimile, or e-mail transmission of an Adobe® file
      format document also shall deliver an original executed counterpart of this
      Fifth Amendment, but the failure to deliver an original executed counterpart
      shall not affect the validity, enforceability, and binding effect of this Fifth
      Amendment.




[Signatures
      to follow on next
      page.]













IN
      WITNESS WHEREOF, the parties hereto have caused this Fifth Amendment to be
      executed as of the Effective Date.




ADMINISTRATIVE
      AGENT:                                                                           CoBank,
      ACB








By:
/s/
      Jim
      Stutzman


Name:                      Jim
      Stutzman


Title:              Vice
      President








BORROWER:                                                      Pilgrim’s
      Pride Corporation








By:  /s/
      Richard A.
      Cogdill


Name:                      Richard
      A. Cogdill


Title:              Exe.
      VP, CFO, Sec & Treas.








SYNDICATION
      PARTIES:                                                               CoBank,
      ACB








By:
/s/
      Jim
      Stutzman


Name:                      Jim
      Stutzman


Title:              Vice
      President








Agriland,
      FCS








By:  /s/
      Dwayne C.
      Young


Name:                      Dwayne
      C. Young


Title:              Chief
      Credit Officer





Deere
      Credit, Inc.








By:
/s/
      John H.
      Winger


Name:                      John
      H. Winger


Title:              Manager,
      AFS Credit Operations








Bank
      of the West








By:
/s/
      Lee
      Rosin


Name:                      Lee
      Rosin


Title:              Regional
      Vice President








John
      Hancock Life Insurance Company








By:
/s/
      Kenneth L.
      Warlick


Name:                      Kenneth
      L. Warlick


Title:              Managing
      Director








The
      Variable Annuity Life Insurance Company








By:
      /s/ Lochlan O.
      McNew


Name:                      Lochlan
      O. McNew


Title:              Managing
      Director








The
      United States Life Insurance Company in the City of New York








By:
/s/
      Lochlan O.
      McNew


Name:                      Lochlan
      O. McNew


Title:              Managing
      Director








Merit
      Life Insurance Co.








By:  /s/
      Lochlan O.
      McNew


Name:                      Lochlan
      O. McNew


Title:              Managing
      Director








American
      General Assurance Company








By:  /s/
      Lochlan O.
      McNew


Name:                      Lochlan
      O. McNew


Title:              Managing
      Director





AIG
      International Group, Inc.








By:  /s/
      Lochlan O.
      McNew


Name:                      Lochlan
      O. McNew


Title:              Managing
      Director





AIG
      Annuity Insurance Company








By:  /s/
      Lochlan O.
      McNew


Name:                      Lochlan
      O. McNew


Title:              Managing
      Director





Transamerica
      Life Insurance Company








By:  /s/
      Stephen
      Noonan


Name:                      Stephen
      Noonan


Title:              Vice
      President





The
      CIT Group/Business Credit, Inc.








By:  /s/
      Tedd
      Johnson


Name:                      Tedd
      Johnson


Title:              Vice
      President





Metropolitan
      Life Insurance Company








By:  /s/
      Steven D.
      Craig


Name:                      Steven
      D. Craig


Title:              Director








Cooperatieve
      Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank-Nederland” New York
      Branch








By:  /s/
      Richard J.
      Beard


Name:                      Richard
      J. Beard


Title:              Executive
      Director








By:  /s/
      Rebecca
      Morrow


Name:                      Rebecca
      Morrow


Title:              Executive
      Director








Farm
      Credit Services of America, PCA








By:  /s/
      Bruce P.
      Rouse


Name:                      Bruce
      P. Rouse


Title:              Vice
      President