Retirement and Consulting Agreement

Exhibit
    10.1
     

    RETIREMENT
      & CONSULTING AGREEMENT

     

    ARTICLE
      1

     

    PREAMBLE

     

    This
      Retirement & Consulting Agreement (hereafter “Agreement”) is entered into
      between Clifford E. Butler (hereafter “Butler”) and Pilgrim's Pride Corporation
      (hereafter “Company”) which includes any parent, subsidiary, and affiliate
      thereof. Butler and the Company are sometimes hereafter referred to as “the
      parties”, and the Company's subsidiaries, affiliates, employee retirement and
      health and welfare plans, and their respective officers, directors, agents
      and
      fiduciaries and persons formerly in any of those positions are sometimes
      hereafter referred to as the "Other Entities." 

    ARTICLE
      2

    AGREEMENTS

    Butler
      and the Company agree to certain facts as follows: 

    SECTION
      2.1:  
      The parties agree that Butler provided valued services to the Company for over
      38 years as a committed employee. In light of Butler’s retirement effective
      December 31, 2007 and in recognition of those services, and in exchange for
      the
      consideration recited in this Agreement, the Company wishes to provide Butler
      this Retirement & Consulting Agreement under the terms herein. 

    SECTION
      2.2:  The
      parties agree that Butler will remain employed with the Company at his current
      salary and benefits until December 31, 2007, in an effort to transition his
      duties. 

    SECTION
      2.3:  The
      terms of this Agreement are the product of negotiations between the parties
      hereto and their counsel, and Butler agrees that the consideration afforded
      to
      him that is described in this Agreement is the full consideration agreed to
      between the parties, and that he has received no other promise, inducement,
      or
      concession in support of the obligations imposed upon him under this Agreement.
      

    ARTICLE
      3

    DEFINITIONS

    SECTION
      3.1  "Competing
      Business"
      means
      (1) any entity in the states of Texas and/or Arkansas in the business of the
      production, marketing or sale of poultry products, distribution of poultry
      and/or other meat products, or any other business that involves the same type
      of
      products or services sold and/or marketed by the Company on the date of this
      Agreement, or any business of similar nature that would displace business
      opportunities or customers available to the Company on the date of this
      Agreement, and, (2) any of the following entities and their subsidiaries and
      affiliates: Tyson Foods, Inc.; Perdue Farms, Inc.; Wayne Farms, LLC; Foster
      Farms; Sanderson Farms, Inc.; Mountaire Farms, Inc.; O.K. Foods, Inc.; Simmons
      Foods, Inc.; Keystone Foods, LLC; Cagle’s Inc.; OSI Industries, Inc., Industrias
      Bachoco S.A.B. de C.V., and any distributor or broker that sells or brokers
      any
      of their cooked or fresh chicken products. 

    SECTION
      3.2:  "Confidential
      Information"
      is
      information acquired by Butler during the course and scope of his employment
      by,
      or future strategic consulting activities for, the Company that may be
      designated or marked by the Company as "Confidential" or that the Company
      indicates through its policies, procedures or other instructions should not
      be
      disclosed to anyone outside of the Company. Without limitation, examples of
      protected Confidential Information under this Agreement include: internal
      financial data, corporate strategic plans, litigation strategies and other
      matters protected by the attorney client privilege, research and development
      regarding existing and developmental products, marketing plans, internal market
      studies or surveys, customer contacts and information, customer purchasing
      needs
      and preferences, pricing and related information concerning the Company’s
      products, information with respect to the particular competencies and
      experiences of the Company’s employees, and information concerning the Company’s
      contractual and/or business relationships with its independent growers.
      Confidential Information does not include information that has become public
      other than as a result of a breach of this Agreement, is available on a
      non-confidential basis prior to it's disclosure to Butler by the Company, or
      becomes available to Butler on a non-confidential basis from a source other
      than
      the Company, provided such source was not bound by a confidentiality agreement
      with the Company. Nothing contained herein shall be deemed to prevent Butler
      from disclosure of Confidential Information if, in the written opinion of
      counsel, such disclosure is legally required to be made and Butler notifies
      the
      Company in advance of such intended disclosure and, if applicable, gives the
      Company a reasonable opportunity to obtain a protective order or confidentiality
      treatment.

    SECTION
      3.3:  "Covered
      Customer"
      means
      any entity or person who did business with the Company during the four (4)
      years
      prior to the execution of this Agreement by the parties. 

    SECTION
      3.4:  "Consulting
      Period"
      means
      the three (3) year period between January 1, 2008 and December 31, 2010.


    ARTICLE
      4

    CONSIDERATION

    SECTION
      4.1:  The
      total consideration afforded by Butler consists of the full performance of
      each
      and every obligation imposed upon him by this Agreement. 

    SECTION
      4.2:  The
      total consideration afforded by the Company for this Agreement is the following:
      

    (a) During
      the Consulting Period, the Company agrees to pay Butler a monthly fee equal
      to
      $55,555.56 through the Consulting Period ending on December 31, 2010. The
      Company will pay Butler such amount on a monthly basis in arrears on the first
      business day following the 15th
      day of
      each month, with the first payment to be made on February 15, 2008 and the
      last
      payment to be made on January 15, 2011. 

    (b) Butler
      and his spouse may, at their election, remain on the Company’s health and
      welfare benefit plans covering medical, dental, and vision benefits during
      the
      Consulting Period at a cost payable by Butler equal to that which would be
      required of an active employee of the Company to obtain such coverage. In lieu
      of remaining on the Company’s health and welfare benefit plans covering medical,
      dental and vision benefits, Butler may elect, at his option, upon notice to
      the
      Company at any time during the Consulting Period, to obtain personal
      supplemental insurance coverage from another source, and, if Butler so elects,
      the Company agrees to reimburse Butler for the cost of the coverage for the
      then
      remaining portion of the Consulting Period, with the reimbursement limited
      to
      the Company portion of the prevailing COBRA rate for the waived coverage. All
      other Company benefits which Butler previously received will terminate on
      December 31, 2007. 

    (c) In
      connection with Butler's consulting agreement with the Company, the Company
      agrees to provide Butler with Confidential Information of the Company, such
      as
      those examples defined and identified above, as may be necessary for Butler
      to
      perform consulting services during the Consulting Period. The promises of the
      Company in this subparagraph (c) are intended by the parties to be fully
      enforceable at the time Butler executes this Agreement. The Company’s
      obligations herein to provide Confidential Information do not constitute an
      ongoing obligation and will be satisfied when the Company provides Butler any
      Confidential Information as defined herein. 

    (d)
      The
      Company agrees to pay Butler an amount not to exceed five thousand dollars
      ($5,000) for Butler’s attorney’s fees in connection with the negotiation and
      drafting of this Agreement. Such amount will be paid by the Company in a lump
      sum upon presentation by Butler of a bill or other fee statement from his
      counsel.

    SECTION
      4.3:  The
      Company's obligation to pay the amounts set forth herein shall be terminated,
      prior to the expiration of the Consulting Period, should Butler breach the
      noncompete or other provisions of this Agreement or make any statements, either
      oral, written, telephonic, electronic or in any other method or format, that
      could reasonably be expected to disparage, damage or undermine the reputation
      or
      economic interests of the Company or any of its employees or representatives,
      including but not limited to those referred to in Section 7.1 below. Butler
      agrees to take steps to ensure that all members of his immediate family shall
      refrain from any communication, in the forms set forth above or otherwise,
      that
      could reasonably be expected to disparage, damage, or undermine the reputation
      or economic interest of the Company or any of its employees or representatives,
      including but not limited to those referred to in Section 7.1 below. The
      Company’s obligations to make the monthly payments to Butler as set forth herein
      also shall terminate should Butler bring any lawsuit or legal claim, in any
      forum, against the Company, including as a class member or participant in any
      collective or other action against the Company, except to the extent such claim
      relates to any alleged breach by the Company of this Agreement or any other
      written agreement between the parties. Notwithstanding the foregoing, nothing
      herein prohibits Butler from filing a charge with or participating in any
      investigation or proceeding by any governmental agency. However, Butler
      specifically and knowingly waives any right to damages or other relief relating
      to all claims released herein. The Company agrees that, from the date hereof
      until the termination of the Consulting Period, it shall not make any
      statements, either oral, written, telephonic, electronic or in any other method
      or format, that could reasonably be expected to disparage, damage or undermine
      the reputation or economic interests of Butler.

    SECTION
      4.4: 
      Butler recognizes and agrees that the Company makes no representations
      concerning the tax consequences, if any, of the payment of the amounts indicated
      herein. The Company is not responsible for payment of any federal, state and
      local taxes, interest and penalties, if any, which are or may become due on
      the
      amounts paid to Butler and Butler further agrees to indemnify, defend and hold
      the Company and/or the Other Entities harmless from any claims, demands,
      deficiencies, assessments, executions, judgments or recoveries by any
      governmental entity against the Company and/or the Other Entities for any
      amounts claimed due on account of this Agreement under any federal or state
      tax
      laws. 

    SECTION
      4.5:  Should
      Butler die during the Consulting Period, then the Company will pay to Mariguinn
      Butler the monthly payment specified in Section 4.2(a) herein, provided,
      however, that all obligations and conditions under this Agreement required
      of
      Butler, other than the Consulting Services, will be assumed and required of
      Mariguinn Butler. Should Mariguinn Butler predecease Butler, the Company shall
      have no further payment obligations in the event Butler dies before the end
      of
      the Consulting Period.

    SECTION
      4.6:  Anything
      in this Agreement to the contrary notwithstanding, no amount payable under
      this
      Agreement that is “nonqualified deferred compensation” subject to Section 409A
      of the Internal Revenue Code of 1986, as amended (the “Code”), shall be paid
      prior to the earlier of, (i) the first day of the seventh (7th)
      month
      following the date that Butler experiences a “separation from service” (within
      the meaning of U.S. Treas. Reg. 1.409A-1(h)) or, (ii) the date of Butler’s
      death, to the extent such delayed commencement is otherwise required in order
      to
      avoid a prohibited distribution under Section 409A(a)(2) of the Code. Upon
      the
      expiration of such deferral period, all deferral payments that are delayed
      pursuant to this Section 4.6 shall be paid in a lump sum to Butler and any
      remaining payments due under this Agreement shall be paid in accordance with
      the
      scheduled payment dates specified herein. 

    ARTICLE
      5

    CONSULTING
      AGREEMENT 

    SECTION
      5.1:  Butler
      agrees to provide the Company with consulting services on an as-requested basis
      during the Consulting Period. The consulting services to be provided under
      this
      Agreement may include general business, marketing and other advice similar
      to
      that provided by Butler previously when engaged as an employee of the Company.
      The anticipated amount of consulting services that the Company will request
      of
      Butler is up to 240 hours per calendar year during the Consulting Period;
      provided that any services requested exceeding 240 hours per calendar year
      shall
      be at times and schedules agreed to by the Chairman of the Company and Butler.
      If the number of hours the Company requests Butler provide as a consultant
      exceed 240 hours per calendar year, then the Company shall pay Butler additional
      compensation in the amount of $250 per hour of consulting services provided
      by
      Butler. 

    SECTION
      5.2:  During
      the Consulting Period, Butler agrees to maintain records of his consulting
      services, in a form of Butler’s choosing, and provide the Company with such
      records of his consulting services on a monthly basis for review and approval
      by
      the Chairman of the Company. 

    ARTICLE
      6

    RETURN
      OF
      COMPANY PROPERTY

    SECTION
      6.1:  Butler
      agrees that, by December 31, 2007, upon request by the Company, he will return
      all Company property, including, but not limited to any Confidential Information
      as defined herein, in his possession at that time. Butler further agrees that,
      during the Consulting Period, he will not remove any Confidential Information
      or
      Company documents from the Company premises without prior approval of the
      Chairman of the Company. After the Consulting Period, Butler further agrees
      to
      return all Company property he was provided by the Company during the course
      of
      his consulting duties as described herein.

    ARTICLE
      7

    NONDISCLOSURE
      AGREEMENT

    SECTION
      7.1:  Butler
      agrees not to disclose any of the Company's Confidential Information, as defined
      above, directly or indirectly, to any unauthorized person, and not to use such
      information in any way, either during the term of this Agreement or any time
      thereafter, except as required for the benefit of the Company In addition,
      Butler agrees not to disclose any private, personal and/or other nonpublic
      information about the Company’s current or past (i) employees, (ii) agents,
      (iii) directors, (iv) customers, (v) vendors, (vi) independent contract growers,
      or (vii) other representatives including the Pilgrim family, Pilgrim Bank and
      matters associated with the Pilgrim family estate. Nothing contained herein
      shall be deemed to prevent Butler from disclosure if, in the written opinion
      of
      counsel, such disclosure is legally required to be made and Butler notifies
      the
      Company in advance of such intended disclosure and, if applicable, gives the
      Company a reasonable opportunity to obtain a protective order or confidentiality
      treatment. Similarly, the Company agrees not to disclose any private, personal
      or any non-public information about Butler; provided that nothing contained
      herein shall be deemed to prevent such disclosure as is legally required to
      be
      made.

    ARTICLE
      8

    RESIGNATION
      FROM BOARD OF DIRECTORS

    SECTION
      8.1:
      Butler
      has notified the Company that he will not seek or stand for reelection to the
      Company’s Board of Directors at the Company’s Annual Meeting of Stockholders
      scheduled for January 2008, which is agreed to by the Company
      herein.

    ARTICLE
      9

    RESTRICTION
      ON SOLICITING EMPLOYEES OF THE COMPANY

    SECTION
      9.1:  From
      the date hereof until the expiration of the Consulting Period, Butler agrees
      that he will not, either directly or indirectly, hire, solicit, or take away,
      or
      attempt to hire, solicit or take away, any employees or officers of the Company,
      or to encourage any employees or officers of the Company to terminate their
      relationships with the Company. 

    ARTICLE
      10

    RESTRICTION
      ON SOLICITING CUSTOMERS OF THE COMPANY

    SECTION
      10.1:  From
      the date hereof until the expiration of the Consulting Period, Butler agrees
      that he will not, either directly or indirectly, except in connection with
      services Butler might provide to the Company in connection with his employment
      or consulting duties, service, call on, do business with, solicit, or take
      away,
      or attempt to service, call on, do business with, solicit, or take away,
      directly or indirectly, as an employee, consultant, broker, sales agent,
      partner, shareholder, vendor, corporate officer, director or otherwise, any
      of
      the Covered Customers of the Company in connection with the sale or marketing
      of
      poultry products, including for a Competing Business. 

    ARTICLE
      11

    RESTRICTION
      ON UNFAIR COMPETITION

    SECTION
      11.1:  From
      the date hereof until the expiration of the Consulting Period, Butler agrees
      that he will not participate in a Competing Business. For the purposes of this
      Agreement, "participate in" includes participating, directly or indirectly,
      either as an employee, consultant, broker, sales agent, partner, shareholder,
      lender, corporate officer, member of a board of directors, or in any other
      capacity, in assisting a Competing Business; provided, however, that nothing
      herein prohibits or is intended to prohibit Butler from a passive investment
      through a mutual fund or through ownership of publicly traded capital stock
      of a
      corporation which represents less than two percent (2%) of the outstanding
      capital stock of such corporation; provided, further, that nothing herein
      prohibits Butler from maintaining his status as an independent grower in such
      capacity as Butler holds at the time of the execution of this Agreement by
      the
      parties. The parties agree and acknowledge that this Agreement in no way affects
      or supersedes the terms and conditions of Butler’s relationship with the Company
      as an independent grower. 

    ARTICLE
      12

    INJUNCTION

    SECTION
      12.1:  Butler
      and the Company agree that violations of Articles 9 through 11 of this Agreement
      would require injunctive relief as the only fully effective remedy. As such,
      the
      Company shall be entitled to injunctive relief by temporary restraining order,
      temporary injunction, and/or permanent injunction in a court of competent
      jurisdiction.

    ARTICLE
      13

    SEVERABILITY

    SECTION
      13.1:  If
      any provision contained in this Agreement is determined to be void, illegal
      or
      unenforceable, in whole or in part, then the other provisions contained herein
      shall remain in full force and effect as if the provision which was determined
      to be void, illegal, or unenforceable had not been contained herein. If the
      restrictions in Articles 9 through 11 are deemed unenforceable as written for
      any reason, the parties expressly authorize the court or arbitrator making
      the
      determination as to enforceability to revise, delete, or add to the restrictions
      contained in Articles 9 through 11 of the Agreement.

    ARTICLE
      14

    MUTUAL
      RELEASE

    SECTION
      14.1:  In
      addition to the consideration specified in Article 4, the foregoing and
      following mutual promises and agreements and other good and valuable
      consideration specified herein, the full receipt and sufficiency of which is
      hereby acknowledged, Butler hereby knowingly, voluntarily, and intentionally
      agrees to and does settle, release, waive and discharge the Company and the
      Other Entities from any and all claims, demands, causes of action, and
      declaratory and injunctive relief, whether legal, equitable, or administrative,
      whether presently known or not known to him, asserted or unasserted, arising
      from any and all actions or inactions through the date of the execution of
      this
      Agreement concerning, without limitation: 

    a. Butler’s
      employment with the Company; 

    
      	 	
              b.

            	
              Butler’s
                salary, back pay, future pay, bonuses, and all other compensation
                (except
                for any compensation to which Butler is entitled through December
                31, 2007
                and any bonus to which Butler may be entitled for fiscal year 2007
                payable
                pursuant to the Company’s policies in January 2008); past and future
                employee retirement, health, and welfare benefits, and all other
                employee
                benefits; liquidated and unliquidated damages, punitive damages,
                attorneys’ fees, costs, and expenses, if
                any;

            


    

    
      	 	
              c.

            	
              All
                claims that Butler raised or could have raised regarding his employment
                by
                the Company under state or federal law including, without limitation:
                the
                Texas Payday Act, Tex. Lab. Code § 61.001; the Fair Labor Standards
                Act 29 U.S.C. § 201 et seq.;
                the Age Discrimination in Employment Act, 29 U.S.C. 621 et seq.;
                the Americans With Disabilities Act, 42 U.S.C. § 12101
                et seq.;
                the Texas Commission on Human Rights Act, Tex.
                Lab. Code§ 21.001;
                Title VII of the Civil Rights Act of 1964, as amended by
                the Civil Rights Act of 1991, 42 U.S.C. § 2000e et seq.;
                and, the Employee Retirement Income Security Act, 29 U.S.C.
                § 1001 et seq.;
                

            


    

    
      	 	
              d.

            	
              All
                claims to severance benefits that Butler might make under or based
                on
                Pilgrim’s Pride Corporation’s Severance Plan, Policy No. 300.0250;
                

            


    

    
      	 	
              e.

            	
              Any
                claim against the Company based on or related to Butler’s contractual or
                other business relationship with the Company as an independent grower;
                and
                

            


    

    
      	 	
              f.

            	
              All
                other injuries, losses, liabilities, or damages allegedly caused
                to Butler
                by the Company and/or the Other Entities under state or federal statutory
                or common law occurring on or before the execution of this
                Agreement.

            


    

    Butler
      further agrees that a breach of his covenant to refrain from legal action
      against the Company and/or the Other Entities for released claims will also
      entitle the Company to an action for additional damages, including, but not
      limited to, recovery of their costs, expenses, and attorneys’ fees for
      investigation and defense of any such action. 

    Nothing
      herein shall be construed as (1) releasing the Company from its obligations
      in
      this Agreement or its obligations to perform this Agreement, (2) releasing
      the
      Company from its future obligations under Butler's grower agreement with the
      Company, or (3) waiving any right of Butler to enforce the performance of,
      or
      seek redress for any breach of, this Agreement. 

    SECTION
      14.2:  Butler
      hereby represents and warrants that no other person or entity has or has had
      any
      interests in the claims, demands, obligations, or causes of action released
      herein and that Butler has the sole right and exclusive authority to execute
      this Agreement and receive the sums specified herein, that Butler has not sold,
      assigned, transferred, conveyed or otherwise disposed of any of the claims,
      demands, obligations, or causes of action released herein; and that Butler
      agrees to indemnify and hold the Company harmless against any such assignment
      of
      rights, claims, or causes of action. 

    SECTION
      14.3: The Company hereby settles, releases and waives all claims, liens demands,
      causes of action, obligations, damages and liabilities of any kind, known or
      unknown, that it ever had against Butler or any of his agents, employees,
      affiliates, assigns, successors or any other representative acting for or on
      behalf of Butler as of the date of this Agreement, including but not limited
      to
      any claims arising out of his employment with the Company or separation from
      the
      Company, any claims under any employment or other agreement executed by Butler
      and the Company, all claims for any violation of any other federal, state or
      local statute, ordinance or regulation, or the Constitution of the United States
      or the State of Texas, any claims of personal injury or contract breach, and
      all
      claims for attorneys’ fees, and any and every other claim arising under the
      common law of the State of Texas or any other jurisdictions. Nothing herein
      shall be construed as (1) releasing Butler from his obligations in this
      Agreement or his obligations to perform this Agreement, (2) releasing Butler
      from his future obligations under his grower agreement with the Company, or
      (3)
      waiving any right of the Company to enforce the performance of, or seek redress
      for any breach of, this Agreement.

    ARTICLE
      15

    CONFIDENTIALITY

    SECTION
      15.1:  From
      the date of this Agreement forward, the parties agree that all of the
      negotiations leading to this Agreement will be kept strictly confidential,
      and
      will not be divulged or described in any way to any third party except as
      required by law. The Company agrees to issue a press release concerning Butler’s
      departure from the Company substantially in the form of attachment A to this
      Agreement or as otherwise reasonably acceptable to Butler. Butler also
      acknowledges that the Company will be filing a copy of this Agreement with
      the
      Securities and Exchange Commission.

    ARTICLE
      16

    MISCELLANEOUS

    SECTION
      16.1:  This
      Agreement contains the entire agreement between the parties. No modifications
      or
      amendments to any of the terms, conditions or provisions herein may be made
      or
      enforced unless they are in writing and signed by a party or an officer or
      person authorized to bind the party against whom the enforcement of such
      amendments, promises or agreements is sought.

    SECTION
      16.2:
      Except
      as provided for in Article 12, if a dispute arises from or relates to this
      Agreement or any other transaction between the parties, the parties shall
      endeavor to settle the dispute first through direct discussions and
      negotiations. If the dispute cannot be settled through direct discussions,
      the
      parties shall endeavor to settle the dispute by mediation under the Mediation
      Rules of JAMS Endispute (“JAMS”) before recourse to the arbitration procedures
      contained in this Agreement.  If a dispute has not been resolved within 90
      days after the written notice beginning the mediation process (or a longer
      period, if the parties agree to extend the mediation), the mediation shall
      terminate and the dispute shall be settled by binding arbitration in Dallas,
      Texas or such other location as agreed upon by the parties.  The
      arbitration will be conducted in accordance with the procedures in this document
      and the Rules of JAMS in effect at the time of the arbitration, or such other
      rules and procedures as the parties may designate by mutual agreement.  In
      the event of a conflict, the provisions of this document will
      control.

    The
      arbitration shall be conducted by a single arbitrator as agreed upon by the
      parties.  If the parties cannot agree on a single arbitrator, the
      arbitration will be conducted before a panel of three arbitrators, one selected
      by each party and the third arbitrator selected by the parties’ two arbitrators
      from a panel provided by JAMS.  Any issue concerning the extent to which
      any dispute is subject to arbitration, or concerning the applicability,
      interpretation, or enforceability of these procedures, including any contention
      that all or part of these procedures are invalid or unenforceable, shall be
      governed by the agreement between the parties and the Federal Arbitration Act
      and resolved by the arbitrators.  No potential arbitrator shall be
      appointed unless he or she has agreed in writing to abide and be bound by these
      procedures.

    The
      individual arbitrator or the arbitration panel shall have no power to award
      non-monetary or equitable relief of any sort.  The parties agree that the
      arbitrator/panel shall also have no power to award damages inconsistent with
      Texas law. In no event, even if any other portion of these provisions is held
      to
      be invalid or unenforceable, shall the arbitrator/panel have the power to make
      an award or impose a remedy that could not be made or imposed by a court
      deciding the matter based on Texas law. With the exception of Articles 9, 10
      and
      11, the Company agrees that it shall not be entitled to monetary damages in
      excess of an amount equal to the lesser of the fees paid to Butler during the
      Consulting Period in accordance with this Agreement and $2,000,000 as a result
      of a breach of any other provision of this Agreement by Butler, unless such
      breach is willful or the result of Butler's gross negligence.

    Discovery
      shall be permitted in connection with the arbitration only to the extent, if
      any, expressly authorized by the arbitrator or the arbitration panel upon a
      showing of substantial need by the party seeking discovery. All discovery shall
      be governed by the Federal Rules of Civil Procedure. 

    All
      aspects of the arbitration shall be treated as confidential.  The parties
      and the arbitrator/panel may disclose the existence, content or results of
      the
      arbitration only as provided in the Rules of JAMS or by all the parties. 
Before making any such disclosure, a party shall give 30 days written notice
      to
      all other parties and shall afford such parties a reasonable opportunity to
      protect their interests.

    The
      result of the arbitration will be binding on the parties, and judgment on the
      arbitration award may be entered in any court having jurisdiction.  The
      prevailing party in any dispute that is resolved by this dispute resolution
      process shall be entitled to recover from the other party reasonable attorneys’
fees, costs and expenses incurred by the prevailing party in connection with
      such dispute resolution process.

    Should
      any provision of this dispute resolution policy be held invalid or
      unenforceable, such provision shall be ineffective to the extent of such
      invalidity or unenforceability without invalidating the remainder of such
      provision or the remaining portions of this dispute resolution policy


    SECTION
      16.3:  
      If any matters in dispute are required to be settled by litigation, such trials
      will be decided by a judge. THE
      PARTIES WAIVE TRIAL BY JURY IN ANY SUCH ACTION(S) AND CONFIRM THAT THIS WAIVER
      IS A MATERIAL INDUCEMENT TO THEIR BUSINESS TRANSACTIONS. For
      any such action(s) related to their business transactions or
      enforcement of any arbitration, the parties submit themselves to the
      jurisdiction of the state or federal courts located in Dallas,
      Texas.

    SECTION
      16.4:
      Except
      as to the consulting agreement described herein, Butler agrees, without
      limitation, to forever waive reinstatement with the Company and further agrees
      that he will not inquire, seek or apply for, in any manner whatsoever, any
      contract or appointment, employment, commission, job, work, position, duty,
      station, task, trade, consignment, or any other relationship with the Company
      regardless of department, or division, subsidiary, affiliation, location,
      discipline, field, specialty or duty concerned. Any such application for
      employment or other relationship will be null and void. In the event that Butler
      applies for a position with the Company, the Company is under no obligation
      to
      hire Butler and may terminate Butler at any time without cause and without
      legal
      ramifications if it is discovered that Butler has obtained reemployment in
      violation of this Section. 

    SECTION
      16.5:  Butler
      represents that he has been advised to carefully and thoroughly read this
      Agreement in its entirety and discuss all aspects of it with his attorney(s),
      that he is fully informed and understands the meaning and effect of this
      Agreement and that he has had a reasonable amount of time within which to
      consider this Agreement.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, this Agreement is signed and fully executed on the date
      indicated below. 

    __________________________________

    CLIFFORD
      E. BUTLER

     

     

    Date:      

     

    


    __________________________________

    MARIGUINN
      BUTLER

     

     

    Date:      

     

    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    
      	 	 	 	 	 	 	
              PILGRIM'S
                PRIDE CORPORATION

            


    

    


    


    By:      

    Bo
      Pilgrim 

     

     

    Its:
      Senior Chairman

     

    Date:      

     

    


    


    



    
      
        
          RETIREMENT
            & CONSULTING AGREEMENT - PAGE A-

          DALDMS/624059.6 

        

         

      

      
         

        
          

        

      

      
         

        
        

      

    


    ATTACHMENT
      A   

                                                                  


    


    PILGRIM’S
      PRIDE ANNOUNCES PENDING RETIREMENT OF

    CLIFFORD
      E. BUTLER AS VICE CHAIRMAN 

    


    PITTSBURG,
      Texas, October 10, 2007 - Pilgrim’s Pride Corporation (NYSE: PPC) today
      announced the pending retirement of Clifford E. Butler as vice chairman of
      Pilgrim’s Pride. Mr. Butler also has advised the company that he will not stand
      for re-election as a director at the Annual Meeting of Stockholders scheduled
      for January 2008.

    


    The
      leadership at Pilgrim’s Pride expressed its gratitude to Mr. Butler for his 38
      years of dedicated service to the company, and, in particular, its appreciation
      of his experience, judgment and leadership in addressing the opportunities
      and
      challenges the company has faced. Mr. Butler will take an active role in the
      transition of responsibility until December 31, 2007, and will serve the company
      as a consultant after that date.

    


    “My
      years
      at the company have been extremely fulfilling, and as I prepare to make changes
      in my own life, I will continue to work hard to make sure Pilgrim’s Pride is in
      a position to grow and succeed,” said Mr. Butler.

    


    About
      Pilgrim’s Pride

    Pilgrim’s
      Pride Corporation is the largest chicken company in the United States and Puerto
      Rico and the second-largest in Mexico. Pilgrim’s Pride employs approximately
      55,500 people and operates 37 chicken processing and 12 prepared-foods
      facilities, with major operations in Texas, Alabama, Arkansas, Florida, Georgia,
      Kentucky, Louisiana, North Carolina, Pennsylvania, South Carolina, Tennessee,
      Virginia, West Virginia, Mexico and Puerto Rico as well as other facilities
      in
      Arizona, Iowa, Mississippi, Ohio and Utah.

    


    Pilgrim's
      Pride products are sold to foodservice, retail and frozen entree customers.
      The
      Company's primary distribution is through retailers, foodservice distributors
      and restaurants throughout the United States and Puerto Rico and in the Northern
      and Central regions of Mexico. For more information, please visit http://www.pilgrimspride.com.

    


    


    


    Contact:  Gary
      Rhodes

             
      Vice President, Corporate Communications & Investor Relations

                                     
      (903)
      434-1495